北交所策略专题报告 北 交 所 研 究 北 交 所 策 略 专 题 报 开 源 相关研究报告 《北交所医药投资地图：布局小而美 的创新药、高端器械与稳健仿制三大 方 向 — 北 交 所 行 业 主 题 报 告 》 -2025.12.10 《布局减速机赋能机器人产业，3D 打 印+新能源高成长性赛道放量可期— 北交所首次覆盖报告》-2025.12.10 《筑牢新三板"塔基"，多角度发掘专 精特新中小企业—新三板掘金双周报 第一期》-2025.12.9 发行股份及支付现金+配套募集资金，创远信科微宇天导重组方案出炉 ——北交所并购专题报告第十三期 北交所研究团队 诸海滨（分析师） zhuhaibin@kysec.cn 证书编号：S0790522080007 北交所是中小企业并购重组首选地，前期并购事宜推进中 从新"国九条"到"并购六条"，2024 年起，并购重组市场迎来了诸多积极信号。 产业整合、跨界并购，为产业发展注入了新的动力。2025 年 10 月 29 日，中共 北京市委金融委员会办公室制定《北京市关于助力并购重组促进上市公司高质量 发展的意见》，意见涵盖六条核心内容，其中特别提到发挥证券交易场所并购重 ...

Investment Rating - The industry investment rating is "Recommended" [2] Core Insights - As of December 12, 2025, the North Exchange 50 Index increased by 2.79%, outperforming the Sci-Tech Innovation 50 Index, the ChiNext Index, and the CSI 300 Index by 1.08, 0.06, and 2.87 percentage points respectively. Over the past year, the North Exchange 50 Index has risen by 17.46%, outperforming the CSI 300 Index by 3.74%, but underperforming the Sci-Tech Innovation 50 Index and the ChiNext Index by 15.98 and 21.90 percentage points respectively [4][22] - The average daily trading volume of North A-shares reached 19.5 billion yuan this week, a 41% increase from the previous week, accounting for 1.00% of the total A-share trading volume. The average turnover rate of the North Exchange 50 this week was 2.62% [4][22] - Among the 19 industries in the North Exchange, 14 saw an increase, while 5 experienced a decline. The top three performing industries were Beauty and Personal Care, Nonferrous Metals, and Communications, with increases of 11.52%, 9.48%, and 3.29% respectively [4][22][32] Summary by Sections Market Performance - The North Exchange 50 Index has shown strong performance, with significant increases in both weekly and yearly metrics [4][22] - The liquidity in the North Exchange has improved, with a notable increase in trading volume and turnover rates [4][22] Company Updates - Chuangyuan Xinke plans to acquire 100% of Weiyu Tiandao for 886 million yuan, focusing on satellite navigation testing technology [6][10] - The acquisition is structured as a combination of cash and stock issuance, with performance commitments for the acquired company set for the years 2025 to 2027 [11] - Key companies such as Kaiyuan Technology, Wantong Hydraulic, and Gebijia will be added to the North Exchange 50 Index effective December 15, 2025 [12] Individual Stock Performance - The top three stocks in the North Exchange this week were Tianli Composite, Dapeng Industrial, and Chicheng Co., with weekly increases of 117.21%, 51.12%, and 40.74% respectively [27][28] - The North Exchange 50 constituent stocks also saw significant movements, with Tianli Composite, Jinbo Biological, and Su Axis Co. leading the gains [29]

Core Viewpoint - The company plans to acquire 100% equity of Weiyu Tiandao from 14 trading parties through a combination of share issuance and cash payment, with a transaction price of 886 million yuan [1] Group 1: Company Overview - Weiyu Tiandao is focused on innovations in satellite navigation testing technology [1] - The company has subsidiaries recognized as specialized and innovative small and medium-sized enterprises in Hunan Province [1] Group 2: Business Directions - Weiyu Tiandao operates in two main business areas: positioning, navigation, and timing (PNT) simulation testing, and navigation electromagnetic environment testing [1] - The company develops autonomous and controllable satellite navigation simulation testing instruments and holds a series of core patented technologies [1] Group 3: Product Offerings - The company provides a range of products including satellite navigation simulators, low-orbit satellite simulators, satellite signal acquisition and playback devices, and interference signal generators [1] - It also offers testing system solutions for satellite positioning, navigation, and timing [1] Group 4: Transaction Details - The acquisition constitutes a significant asset restructuring for the company [1]

Group 1 - The core point of the news is that Chuangyuan Xinke (920961) has announced a major asset restructuring plan to acquire 100% equity of Shanghai Weiyu Tiandao Technology Co., Ltd. through a combination of issuing shares and cash payment [1] - The transaction price for the acquisition is set at 886.3 million yuan, based on an evaluation report from a qualified asset appraisal agency [2] - Chuangyuan Xinke plans to issue shares at a price of 18.88 yuan per share, with the issued shares accounting for 21.88% of the total share capital after the transaction [2] Group 2 - Weiyu Tiandao focuses on satellite navigation testing technology and has a subsidiary, Hunan Weidao, recognized as a specialized and innovative small and medium-sized enterprise in Hunan Province [2] - The acquisition will enable Chuangyuan Xinke to integrate communication testing and navigation positioning testing, creating a comprehensive testing solution covering "ground-low altitude-satellite" [3] - The merger is expected to enhance the synergy between both companies, meeting diverse customer needs and improving the company's sustainable operational capabilities and core competitiveness [3] Group 3 - The electronic information industry is entering an active period of mergers and acquisitions, driven by policies aimed at strengthening the industrial chain [3] - Chuangyuan Xinke aims to leverage policy benefits and capital market tools to continuously improve its industrial layout and consolidate its leading position in the RF communication testing field [3]

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]

Core Insights - The report highlights the second major asset restructuring case in the Beijing Stock Exchange (BSE), focusing on Chuangyuan Xinke's acquisition of Weiyu Tiandao, which reflects the active M&A market in the BSE [2][5][8] - The acquisition aims to integrate communication and navigation testing services, enhancing the company's revenue scale and profitability while meeting diverse customer needs [6][8] - The overall market sentiment for the BSE is cautiously optimistic, with expectations of a rebound post the National Day holiday despite current fluctuations [2][9] Company Overview - Chuangyuan Xinke is a representative enterprise in China's high-end wireless communication testing instruments sector, focusing on 5G/6G communication, vehicle networking, and satellite internet testing [6][8] - Weiyu Tiandao is recognized as a national-level specialized enterprise in satellite navigation testing, responsible for a significant portion of national testing centers [6][8] - The merger is expected to create synergies in technology and market presence, enhancing both companies' competitive advantages [7][8] Market Performance - The average daily trading volume in the BSE has decreased to 222 billion yuan, with the BSE 50 index dropping by 3.11% [2][12] - The overall price-to-earnings (PE) ratio for BSE A-shares has fallen to 51X, while the PE ratios for the ChiNext and STAR Market have seen slight recoveries [12][13] - The BSE has seen a total of 38 new companies listed from January 1, 2024, to September 26, 2025, indicating ongoing market activity [20][21] M&A Activity - The acquisition of Weiyu Tiandao is the second instance of share issuance for asset purchase in the BSE, following the case of Wuxin Tunnel Equipment [5][8] - The transaction is valued at up to 900 million yuan, with shares priced at 18.88 yuan each, reflecting the BSE's commitment to facilitating M&A activities [2][5] - The report emphasizes that M&A is a primary method for companies to achieve rapid growth and external expansion [8] New Listings and IPOs - In the week of September 22 to September 26, 2025, one new company, Jinhua New Materials, was listed, continuing the trend of regular IPO activities in the BSE [20][26] - Three companies updated their registration status, and one company received approval from the listing committee, indicating a healthy pipeline for new listings [26][27]

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]