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 ...

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]

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]

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]