M&A Overview - A total of 59 new disclosed equity transactions occurred in the period from September 15 to September 30, 2025, with a total transaction value of 9.45 billion RMB[3] - Among these, 25 were acquisition events, with 4 initiated by companies listed on the Beijing Stock Exchange (BSE)[10] - Major projects included significant investments in emerging industries such as new energy, biomedicine, semiconductors, and scientific instruments[10] Recent Acquisitions - Four new acquisition events were reported, including Huaitong New Materials planning to acquire 51% of Baoding Sanyuan, and Chuangyuan Xinke proposing to acquire 100% of Weiyu Tiandao for up to 900 million RMB[15] - The acquisition of Weiyu Tiandao is expected to constitute a major asset restructuring and is focused on expanding capabilities in satellite testing[5] Financial Performance - Weiyu Tiandao achieved revenue of 211.25 million RMB and a net profit of 51.65 million RMB in 2024, with an estimated PE ratio of no more than 17.4 times based on the acquisition price[30] - The acquisition is anticipated to enhance Chuangyuan Xinke's capabilities in integrated testing solutions for communication and navigation[27] Market Trends - The BSE is witnessing a trend towards vertical expansion, business upgrades, and market expansion, particularly in high-growth sectors like new energy and advanced manufacturing[42] - The integration of technology and business models is expected to drive innovation and enhance competitive advantages in the market[33]

证券研究报告 | 北交所定期报告 | | --- | hyzqdatemark 2025 年 09 月 28 日 赵昊 SAC：S1350524110004 zhaohao@huayuanstock.com 万枭 SAC：S1350524100001 wanxiao@huayuanstock.com 北交所第二例重大资产重组推进，下周关注五新隧装并购重组审议情况 证券分析师 ——北交所周观察第四十五期（20250928） | | | 源引金融活水 润泽中华大地 投资要点： 风险提示：宏观经济环境变动风险、市场竞争风险、资料统计误差风险 请务必仔细阅读正文之后的评级说明和重要声明 联系人 创远信科拟"股权＋现金"并购微宇天导，北交所活跃并购重组市场的成果体现。2025 年 9 月 22 日，创远信科发布重大资产重组预案，拟以 18.88 元/股的价格向创远信科控股股东上海 创远电子设备有限公司等14名交易对方发行股份并支付现金收购上海微宇天导技术有限责任 公司 100%股权，并募集配套资金，预计交易总价不超过 9 亿元，这是北交所市场继五新隧装 之后，北交所落实"并购六条"相关政策要求的第二单发行股份购买资产项 ...

Core Viewpoint - Chuangyuan Xinke announced a major asset restructuring plan, intending to acquire 100% equity of Shanghai Weiyu Tiandao Technology Co., Ltd. for a total price not exceeding 900 million yuan, with shares to be issued and cash paid to 14 trading parties [1][3]. Group 1: Transaction Details - The transaction involves issuing shares at a price of 18.88 yuan per share, which is not less than 80% of the average trading price over the previous 120 trading days [3]. - The final transaction price will be determined based on an evaluation report from a qualified asset appraisal agency, as the auditing and evaluation work for the target assets is still ongoing [4][6]. - The transaction is expected to meet the standards for a major asset restructuring as defined by the restructuring management measures [3][4]. Group 2: Company Background - Chuangyuan Xinke, established in 2005, is recognized as a national-level "little giant" enterprise focusing on the new generation of broadband wireless communication networks [5]. - The target company, Weiyu Tiandao, founded in 2015, specializes in satellite navigation testing technology and is also a national-level "little giant" enterprise [5][6]. - Weiyu Tiandao's main business includes developing satellite navigation simulation testing instruments and providing a range of products and solutions related to satellite navigation and positioning [5][6]. Group 3: Industry Context - The restructuring plan is part of the North Exchange's efforts to implement policies aimed at enhancing the merger and acquisition landscape, which is expected to facilitate more high-quality projects in the future [2][8]. - The North Exchange has introduced mechanisms such as "small and fast" review processes and simplified review procedures for restructuring, which are designed to support innovative small and medium-sized enterprises in optimizing resource allocation [8].

Group 1 - The core point of the news is that Chuangyuan Xinke plans to acquire 100% equity of Shanghai Weiyu Tiandao Technology Co., Ltd. for a total price not exceeding 900 million yuan, marking a significant asset restructuring event [1][2] - The share issuance price for the acquisition is set at 18.88 yuan per share, which is not less than 80% of the average trading price over the previous 120 trading days [2] - Chuangyuan Xinke is recognized as a national-level "specialized, refined, and innovative" small giant enterprise, primarily serving the strategic direction of the new generation of broadband wireless communication networks [3] Group 2 - Shanghai Weiyu Tiandao, established in 2015, is also a national-level "specialized, refined, and innovative" small giant enterprise focusing on satellite navigation testing technology [3] - The merger aims to integrate communication testing systems with navigation testing systems, providing comprehensive testing solutions covering "ground-low altitude-satellite" and enhancing the company's core competitiveness [6] - The transaction is part of the North Exchange's efforts to implement policies related to mergers and acquisitions, indicating a growing trend of high-quality mergers and acquisitions in the market [1][9]

Core Viewpoint - Chuangyuan Xinke announced a major asset restructuring plan to acquire 100% equity of Weiyu Tiandao for an estimated valuation of no more than 900 million yuan, with the stock resuming trading on September 23, 2025 [1][2]. Group 1: Company Overview - Chuangyuan Xinke specializes in radio frequency communication testing instruments and overall testing solutions, focusing on wireless communication testing for 5G/6G, vehicle networking, and satellite internet [2]. - Weiyu Tiandao provides satellite navigation testing and related solutions, including satellite navigation simulators and signal collection systems [2]. Group 2: Shareholder Structure - The transaction involves related party transactions, with Chuangyuan Xinke's actual controller holding 34.64% of the shares, while the controllers of Weiyu Tiandao hold a combined 39.28% [3]. Group 3: Strategic Benefits - The acquisition aims to integrate communication and navigation testing businesses, offering comprehensive testing solutions covering ground, low-altitude, and satellite domains, thereby enhancing synergy between the two companies [4]. Group 4: Recent Developments - Chuangyuan Xinke has been active in the 6G and satellite sectors, signing strategic cooperation agreements to advance the development of 6G and satellite internet testing centers [5][6]. - The company is involved in multiple projects related to 6G technology, including the development of high-frequency channel simulators and AI integration in special scenarios [6].

Group 1 - The core point of the news is that Chuangyuan Xinke announced a major asset restructuring plan to acquire 100% equity of Weiyu Tiandao for an estimated valuation of no more than 900 million yuan, with the stock resuming trading on September 23, 2025 [2] - The acquisition will allow Chuangyuan Xinke to integrate its communication testing business with Weiyu Tiandao's satellite navigation testing capabilities, creating a comprehensive testing solution covering "ground-low altitude-satellite" [3] - The actual controllers of Chuangyuan Xinke, Feng Yuejun and his spouse Ji Hongxia, hold a combined 34.64% of the company's shares, while they also control 39.28% of Weiyu Tiandao, indicating a related party transaction [2] Group 2 - Chuangyuan Xinke is actively engaging in the 6G and satellite sectors, having signed strategic cooperation agreements with various organizations to advance the development of "6G+AI" and "6G+satellite" technologies [5] - The company is collaborating with the China Academy of Sciences on projects related to 6G technology, including the development of high-frequency channel simulators and AI integration in monitoring applications [5] - As of September 15, 2025, Chuangyuan Xinke's stock was priced at 26.23 yuan per share, with a total market capitalization of 3.747 billion yuan [6]

中国基金报记者 牛思若 【导读】创远信科拟购买微宇天导100%股权，重组预案公布 停牌一周的创远信科，于9月22日晚公布了重大资产重组预案，公司股票自2025年9月23日 起复牌。 据预案披露，创远信科拟向创远电子等14名交易对方发行股份并支付现金，购买其合计持有 的微宇天导100%股权，整体估值预计不超过9亿元。本次交易完成后，微宇天导将成为公司 的全资子公司。 | 序号 | 股东名称 | 认缴出资额(万元) | 出例 | | --- | --- | --- | --- | | 1 | 创远电子 | 65.3534 | 29.94% | | 2 | 冠至沁和 | 35.7629 | 16.38% | | 3 | 长沙矢量 | 20.9629 | 9.60% | | 4 | 上海优奇朵 | 20.3936 | 9.34% | | 5 | 非非基等 | 19.4893 | 8.93% | | б | 陈激宇 | 12.3449 | 5.66% | | 7 | 盟海投资 | 11.3038 | 5.18% | | 8 | 微核投资 | 8.1466 | 3.73% | | 9 | 元藩投资 | 6.8213 | ...

Group 1 - The core point of the news is that Chuangyuan Xinke plans to acquire 100% equity of Shanghai Weiyu Tiandao Technology Co., Ltd. for a total price not exceeding 900 million yuan, marking a significant asset restructuring event [2][5] - The transaction involves issuing shares and cash payments to 14 counterparties, including the controlling shareholder Shanghai Chuangyuan Electronic Equipment Co., Ltd. [2][5] - This acquisition is part of the North Exchange's implementation of the "Six Merger Rules" aimed at enhancing the merger and acquisition market [2][10] Group 2 - Chuangyuan Xinke, established in 2005, is recognized as a national-level "specialized, refined, distinctive, and innovative" small giant enterprise, primarily serving the strategic direction of the new generation of broadband wireless communication networks [6] - The target company, Weiyu Tiandao, founded in 2015, focuses on satellite navigation testing technology and is also a national-level "specialized, refined, distinctive, and innovative" small giant enterprise [6] - If the transaction is completed, it will enable Chuangyuan Xinke to integrate communication testing systems with navigation testing systems, providing comprehensive testing solutions covering "ground-low altitude-satellite" [6][7]

Core Viewpoint - The company has implemented a "Quality Improvement and Efficiency Enhancement" action plan for 2025, focusing on optimizing operations, governance, and investor returns, with significant progress reported in the first half of 2025 [1] Group 1: Business Performance - The company reported a net profit attributable to shareholders of -37.13 million yuan, a year-on-year loss reduction of 13.72%, and a net profit excluding non-recurring gains and losses of -44.42 million yuan, with a year-on-year loss reduction of 18.00% [1] - Sales collections reached 139.44 million yuan, an increase of 72.42% compared to the first half of 2024 [4] Group 2: Technological Development - In the satellite communication sector, the company has initiated the development of phased array products for civil aviation, with existing products obtaining STC certification, and has made significant upgrades to national-level phased array antenna products, reducing costs and enhancing performance [2] - The company has completed the technical status definition for multiple satellite navigation products, with some projects entering mass production [2] Group 3: Innovation and R&D - The company has obtained a total of 26 invention patents, 78 utility model patents, 17 design patents, and 56 software copyrights as of June 30, 2025, reflecting a strong commitment to R&D [5] - The company has optimized its R&D personnel structure, increasing the proportion of personnel with bachelor's degrees or higher compared to the end of 2024 [5] Group 4: Governance and Investor Relations - The company has established a comprehensive governance structure involving the shareholders' meeting, board of directors, supervisory board, and management, ensuring effective checks and balances [6] - The company has implemented a restricted stock incentive plan, granting 2.6866 million shares, with 56.98% of the recipients being R&D personnel [6] - The company emphasizes communication with investors, utilizing various channels to effectively convey its value and ensure transparency in information disclosure [8][9]