证券代码：833873 证券简称：中设咨询 公告编号：2023-002 中设工程咨询（重庆）股份有限公司 一、对外投资概述 1、2022 年 12 月 28 日，重庆市昌泰建筑工程检测有限公司（以下简称："重 庆昌泰公司"、"增资企业"）于重庆产权交易网披露了《重庆市昌泰建筑工程检 测有限公司增资项目》，拟征集 1 家意向投资方参与其增资项目，拟募集资金总 额根据择优确定，拟募集资金对应持股比例为 51%，并明确了参与募集申请人的 基本条件。 2、2023 年 1 月 3 日，中设工程咨询（重庆）股份有限公司（以下简称："公 司"）第四届董事会第十四次会议审议通过《关于公司拟参与重庆市昌泰建筑工 程检测有限公司增资项目竞标的议案》，同意公司参与竞标重庆昌泰公司 51%股 权的事项，公司董事会按照公司章程及对外投资流程授权公司管理层按照此次竞 标文件的要求提供相关评审文件，根据竞标情况确定总体竞标金额及签订相应的 投资协议，资金来源为公司自有资金。 3、本次参与竞标事项不构成关联交易，亦不构成重大资产重组；本次竞标 金额在公司董事会决策范围内，无需提交公司股东大会进行审议。 二、交易标的基本情况 1、企业名称： ...

证券代码：833873 证券简称：中设咨询 公告编号：2023-001 中设工程咨询（重庆）股份有限公司 6.会议列席人员：高级管理人员 7.召开情况合法、合规、合章程性说明： 第四届董事会第十四次会议决议公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记载、 误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连 带法律责任。 一、会议召开和出席情况 （一）会议召开情况 1.会议召开时间：2023 年 1 月 3 日 2.会议召开地点：公司九楼会议室 3.会议召开方式：现场方式 4.发出董事会会议通知的时间和方式：2022 年 12 月 28 日以通讯方式发出 5.会议主持人：董事长 黄华华先生 本次会议的召集、召开、议案审议表决符合《公司法》《公司章程》的规定， 符合行政法规、部门规章、规范性文件的有关规定。 （二）会议出席情况 会议应出席董事 9 人，出席和授权出席董事 9 人。 二、议案审议情况 （一）审议通过《关于公司拟参与重庆市昌泰建筑工程检测有限公司增资项目竞 标的议案》 1.议案内容： 重庆市昌泰建筑工程检测有限公司于 2022 年 12 月 28 日在重庆 ...

Financial Performance - Net profit attributable to shareholders for the first nine months of 2022 was CNY -15.60 million, a decline of 827.93% year-on-year[13]. - Operating revenue for Q3 2022 was CNY 30.94 million, down 44.06% from CNY 55.30 million in Q3 2021[13]. - The company reported a net cash flow from operating activities of CNY -64.27 million for the first nine months of 2022, a decrease of 105.41% compared to the same period last year[13]. - The company’s basic earnings per share for Q3 2022 was CNY -0.05, a decrease of 155.56% compared to CNY 0.09 in Q3 2021[14]. - The company reported a net loss of CNY -9,074,741.29 for the total profit, contrasting with a profit of CNY 11,565,539.96 in the previous year[57]. - The total comprehensive income for Q3 2022 was -¥7,281,126.58, a stark contrast to ¥10,012,109.34 in Q3 2021[59]. - The total profit for Q3 2022 was -¥3,866,786.46, compared to ¥7,240,343.55 in Q3 2021, highlighting a challenging financial environment[61]. Revenue and Costs - Total operating revenue for 2022 was CNY 30,936,171.56, a decrease from CNY 55,304,797.38 in 2021[56]. - Total operating costs for 2022 were CNY 34,203,053.18, compared to CNY 34,174,455.43 in 2021, indicating a slight increase[56]. - The company's gross profit margin was negatively impacted by increased operating costs, with operating costs rising by 6.16% year-on-year to CNY 88.10 million for the first nine months of 2022[16]. - Sales expenses increased by 53.87% year-on-year to CNY 7.03 million, attributed to intensified market competition and increased sales team incentives[16]. - Management expenses rose by 22.38% year-on-year to CNY 22.04 million, primarily due to personnel costs related to a subsidiary's qualification upgrade[16]. - R&D expenses for the first nine months of 2022 were CNY 10.03 million, an increase of 55.72% year-on-year, reflecting the company's commitment to innovation[16]. Assets and Liabilities - Total assets as of September 30, 2022, were CNY 507.58 million, a decrease of 12.38% compared to the end of the previous year[13]. - The asset-liability ratio for the consolidated entity was 12.11%, down from 19.99% at the end of the previous year[13]. - Total liabilities decreased from ¥115,798,371.89 to ¥61,491,643.12, reflecting a significant reduction in financial obligations[50]. - The company's total equity as of September 30, 2022, was ¥446,091,222.97, down from ¥463,519,695.61 the previous year[50]. - The company's fixed assets were valued at ¥78,647,451.60, showing a slight increase from ¥78,550,912.47 year-over-year[49]. - The company's non-current assets totaled ¥123,519,964.72, up from ¥120,083,405.14 year-over-year[49]. Cash Flow - Operating cash inflow for the first nine months of 2022 was CNY 122,213,248.66, a decrease of 8.3% from CNY 132,906,955.34 in the same period of 2021[63]. - Net cash outflow from operating activities was CNY -64,267,011.31, compared to CNY -31,287,565.86 in the previous year[63]. - Investment cash inflow totaled CNY 216,301,243.99, significantly higher than CNY 15,771.55 in the same period last year[64]. - Cash inflow from financing activities was CNY 14,070,000.00, down from CNY 27,000,000.00 in the previous year[64]. - The ending cash and cash equivalents balance for the first nine months of 2022 was CNY 39,571,624.84, slightly up from CNY 38,780,170.36 in the same period of 2021[64]. Shareholder Information - The total number of ordinary shares at the end of the reporting period was 153,387,002 shares, with 14,635 shareholders[22]. - The top ten shareholders collectively held 69,733,263 shares, accounting for 45.4622% of the total shares[25]. - The largest shareholder, Huang Huahua, held 25,286,468 shares, representing 16.4854% of the total shares[25]. - As of September 30, 2022, the company repurchased 1,023,015 shares, accounting for 0.67% of the total share capital, with a total payment of ¥4,780,931.45[40]. - The company approved the first phase of its employee stock ownership plan on September 29, 2022[37]. Other Financial Matters - The credit impairment loss for the first nine months of 2022 was CNY 13.3768 million, an increase of CNY 2.0290 million year-on-year, representing a growth of 17.88%[17]. - The company has ongoing litigation and arbitration matters, but the amounts involved do not meet the criteria for significant disclosure[31]. - The company provided guarantees for its wholly-owned subsidiary, with a total guarantee amount of ¥29,000,000, of which ¥16,883,905.40 remains outstanding[32]. - The company has executed a daily related party transaction with a rental agreement for office space with a total estimated rent not exceeding ¥250,000[34].

Intellectual Property and Innovation - The company obtained one new utility model patent for the "Diamond Frame Ecological Slope Protection" and three software copyrights for various project management platforms during the reporting period[4]. - The company has a strong focus on research and development, enhancing its technical innovation capabilities and establishing a comprehensive R&D system[37]. - The company has been recognized as a "High-tech Enterprise," indicating its commitment to innovation and technology[38]. - The company established a new research institute to enhance its technological innovation capabilities, resulting in the acquisition of 1 new utility model patent and 3 software copyrights during the reporting period[44]. Financial Performance - The company's operating revenue for the reporting period was ¥87,023,894.64, representing a 24.21% increase compared to ¥70,063,826.49 in the same period last year[26]. - The gross profit margin improved to 24.22% from 15.95% year-on-year[26]. - The net profit attributable to shareholders was a loss of ¥8,217,901.92, slightly worsening from a loss of ¥7,869,660.26 in the previous year, reflecting a decrease of 4.43%[26]. - The total assets decreased by 10.33% to ¥519,447,990.06 from ¥579,318,067.50 at the end of the previous period[27]. - The total liabilities significantly decreased by 42.94% to ¥66,075,640.51 from ¥115,798,371.89[27]. - The net asset attributable to shareholders was ¥450,518,109.57, down 2.80% from ¥463,519,695.61[27]. - The company reported a negative cash flow from operating activities of ¥44,523,649.87, which is a 72.36% increase in cash outflow compared to the previous year[27]. - The weighted average return on equity based on net profit attributable to shareholders improved to -1.79% from -2.84%[26]. - The company’s basic earnings per share improved to -0.05 from -0.07, indicating a 28.57% improvement year-on-year[26]. Risk Management - The company faces risks related to macroeconomic fluctuations that could impact market demand for its engineering consulting services[12]. - The company has not experienced significant changes in major risks during the reporting period[12]. - The company has implemented a robust bad debt provision policy to mitigate risks associated with accounts receivable[12]. - The company has a proactive approach to risk management, closely monitoring macroeconomic conditions and adjusting project strategies accordingly[81]. Market Presence and Business Model - The company is expanding its market presence nationally while maintaining a strong reputation in the Southwest region[12]. - The company operates in the engineering consulting services industry, focusing on engineering surveying, design, testing, and related consulting services, with multiple qualifications including Class A design in municipal and highway sectors[31]. - The company has established a "headquarters + regional branches" integrated operating model, gradually forming a national presence centered in the Southwest region[32]. - The main business model includes a full-process engineering technical service and project management, leveraging industry-specific qualifications and core technical teams to generate revenue and cash flow[33]. - The company primarily acquires projects through bidding, direct commissioning, and other competitive methods, ensuring a diverse client base including government and state-owned enterprises[36]. Employee and Talent Management - The company has established a complete incentive system to retain high-end talent and management teams, crucial for its operational and developmental success[13]. - The company has a total of 627 employees, including various high-level technical personnel, enhancing its core competitiveness and innovation capacity[47]. - The company has a comprehensive employee welfare program, including recreational activities and health check-ups, to promote a harmonious work environment[77]. - The company has implemented a proactive talent introduction policy, utilizing various channels such as network recruitment and internal recommendations[86]. Corporate Social Responsibility and Compliance - The company emphasizes environmental protection as a key component of its sustainable development strategy, providing technical services for urban environmental development[78]. - The company is committed to fulfilling its corporate social responsibility, actively engaging in community support and environmental initiatives[78]. - The company has established a quality control system certified by national standards, ensuring compliance with industry regulations[85]. - The company is focused on enhancing investor communication and protecting the rights of minority shareholders through timely disclosures[77]. Financial Management and Investments - The company has made strategic investments in long-term equity, increasing from ¥1,700,201.97 to ¥102,969,479.06, reflecting a substantial growth in long-term investment strategy[153]. - The company has approved the use of idle raised funds for cash management, focusing on low-risk and high-security financial products[132]. - The company has raised a total of CNY 172,741,500 from its stock issuance, with a net amount of CNY 155,179,700[127]. - The company plans to use 5,179,690.00 CNY of over-raised funds for permanent working capital supplementation[133]. Shareholder and Governance - The actual controllers of the company are Huang Huahua, Ma Wei, and Liu Lang, holding a combined voting share of 28.7986%[120]. - The top ten shareholders collectively hold 69,969,963 shares, representing 45.62% of the total share capital[118]. - The company has no controlling shareholder, as no single shareholder holds more than 50% of the total share capital[119]. - The company did not implement any stock incentive plans during the reporting period[145]. Accounting and Financial Reporting - The financial report is not audited[148]. - The financial statements reflect the company's financial position, operating results, and cash flows accurately and completely, in accordance with accounting standards[181]. - The company has adopted specific accounting policies for financial instruments, fixed asset depreciation, and revenue recognition, ensuring compliance with accounting standards[181]. - The company measures expected credit losses based on the weighted average of credit losses for financial instruments, considering the risk of default[189].

Financial Performance - Operating revenue for the first quarter of 2022 was CNY 23,450,007.48, an increase of 42.37% year-on-year, primarily due to new contracts signed amounting to CNY 43 million [14]. - Net profit attributable to shareholders for the first quarter was a loss of CNY 16,969,310.07, which is an improvement of 15.89% compared to the same period last year [12]. - Basic earnings per share for the period was -CNY 0.11, an increase of 38.89% compared to the same period last year [14]. - Total revenue for Q1 2022 reached ¥23,450,007.48, a significant increase from ¥16,471,736.74 in Q1 2021, representing a growth of approximately 42.0% [42]. - Operating profit for Q1 2022 was reported at -¥20,766,302.98, an improvement compared to -¥23,759,985.42 in Q1 2021, indicating a reduction in losses [43]. - Net profit for Q1 2022 was -¥16,969,310.07, compared to -¥20,174,314.94 in Q1 2021, reflecting a decrease in net losses by approximately 15.5% [43]. - Operating revenue for Q1 2022 reached ¥20,764,579.92, a significant increase of 54.8% compared to ¥13,408,963.79 in Q1 2021 [46]. - Net profit for Q1 2022 was a loss of ¥12,581,622.53, an improvement from a loss of ¥18,923,293.90 in Q1 2021, reflecting a reduction in losses by 33.5% [47]. Assets and Liabilities - Total assets as of March 31, 2022, were CNY 514,428,005.51, a decrease of 11.20% compared to the end of the previous year [12]. - The company's total assets decreased from CNY 579,318,067.50 to CNY 514,428,005.51 [38]. - Total current liabilities decreased from CNY 107,526,424.11 to CNY 66,930,834.87 [37]. - Total liabilities decreased to ¥55,365,034.40 from ¥96,324,650.45, a reduction of approximately 42.6% [41]. - Shareholders' equity totaled ¥424,128,479.82 as of March 31, 2022, down from ¥436,710,102.35, a decrease of about 2.9% [41]. - As of the reporting period, the company had restricted assets totaling CNY 51,322,555.49, accounting for 9.98% of total assets [32]. - The company has a mortgage on fixed assets valued at CNY 44,101,900.98, primarily for bank credit guarantees [32]. Cash Flow - The net cash flow from operating activities was -CNY 36,070,070.20, a decrease of 208.22% year-on-year, mainly due to increased cash payments related to operating activities [14]. - Cash flow from operating activities for Q1 2022 was negative at ¥36,070,070.20, worsening from a negative cash flow of ¥11,702,821.76 in Q1 2021 [50]. - The net cash increase for the period was negative at ¥-88,740,265.50 in Q1 2022, compared to ¥-14,069,425.41 in Q1 2021, indicating a challenging cash flow environment [51]. - Cash outflow from investing activities in Q1 2022 was ¥42,379,101.30, significantly higher than ¥2,167,375.20 in Q1 2021, indicating increased investment activity [50]. - The company incurred financing cash outflows of ¥22,309,735.10 in Q1 2022, compared to ¥215,000.00 in Q1 2021, reflecting changes in financing strategy [51]. Shareholder Information - The number of ordinary shareholders as of the report date was 17,229 [19]. - The company has a total of 69,971,463 shares held by the top ten shareholders, representing 45.62% of the total shares [21]. - Huang Huahua is the largest shareholder with 25,286,468 shares, accounting for 16.49% of the total shares [20]. Corporate Governance and Compliance - The company has not engaged in any external borrowing or significant related party transactions during the reporting period [24]. - The company has timely disclosed all required information regarding its external guarantees and related transactions [24]. - The company has maintained compliance with all regulatory requirements regarding major events and disclosures [24]. - The company has not faced any investigations or penalties during the reporting period [24]. - The company has not implemented any employee incentive plans or share buyback programs during the reporting period [24]. - There were ongoing litigation matters, but the amounts did not meet the threshold for significant disclosure [25]. Research and Development - Research and development expenses for Q1 2022 were ¥2,645,078.15, significantly higher than ¥1,490,957.02 in Q1 2021, indicating an increase of approximately 77.0% [42]. - Research and development expenses increased to ¥2,093,550.19 in Q1 2022, up 114.3% from ¥977,546.42 in Q1 2021, indicating a strong focus on innovation [46].

Company Overview - The company became one of the first listed enterprises on the Beijing Stock Exchange on November 15, 2021[4]. - The company was listed as one of the first batch of high-tech enterprises in Chongqing in 2021[4]. - The company aims to develop into an internationally renowned engineering company, focusing on engineering surveying and design, supported by technological research and development, with breakthroughs in government and energy-saving projects[124]. Financial Performance - The company's operating revenue for 2021 was CNY 228,192,749.01, representing a 5.24% increase compared to CNY 216,829,342.09 in 2020[29]. - The net profit attributable to shareholders for 2021 was CNY 27,395,200.45, which is a 7.13% increase from CNY 25,571,961.76 in 2020[29]. - The total assets at the end of 2021 amounted to CNY 579,318,067.50, reflecting a 53.75% increase from CNY 376,788,632.81 at the beginning of the year[31]. - The total liabilities increased by 20.82% to CNY 115,798,371.89 in 2021 from CNY 95,843,827.65 in 2020[31]. - The company's equity attributable to shareholders rose by 64.99% to CNY 463,519,695.61 in 2021 from CNY 280,944,805.16 in 2020[31]. - The gross profit margin for 2021 was 42.44%, up from 39.44% in 2020[29]. - The weighted average return on equity for 2021 was 8.59%, down from 9.54% in 2020[29]. - The company's current ratio improved to 4.27 in 2021 from 2.78 in 2020[31]. - The interest coverage ratio for 2021 was 23.87, significantly lower than 43.28 in 2020[32]. - The net cash flow from operating activities for 2021 was -4,590,386.92, a decrease of 335.20% compared to 2020[34]. - The total share capital at the end of 2021 was 153,387,002 shares, reflecting a 33.38% increase from the beginning of the year[37]. Assets and Liabilities - As of December 31, 2021, the company's accounts receivable amounted to 240.40 million yuan, accounting for 41.50% of total assets[13]. - Accounts receivable rose by 28.99% to 240.40 million yuan, indicating a growing demand for the company's services[71]. - The company has a significant amount of accounts receivable, valued at 240.40 million yuan, accounting for 41.50% of total assets, which poses a risk if macroeconomic conditions worsen[132]. - The company has implemented a robust bad debt provision policy to mitigate risks associated with accounts receivable, ensuring sufficient reserves[132]. Awards and Recognition - The company received multiple awards for its engineering projects, including the second prize for the "Shenmu City Wulongkou Interchange Project" and the third prize for the "Shenmu City Dianta Bridge Project" in 2021[4]. - The company was recognized as a key enterprise for technological innovation in Jiangbei District, Chongqing, in December 2021[4]. - The company holds 9 invention patents, 74 utility model patents, and 14 software copyrights, reflecting ongoing investment in research and development[63]. Research and Development - The company added 27 new utility model patents and 1 software copyright during the reporting period[5]. - The company has established a comprehensive technical innovation system to enhance its research and development capabilities[58]. - Research and development expenses increased by 16.18% to $9.84 million, accounting for 4.31% of total revenue[74]. - The number of R&D personnel increased from 40 to 44, with the proportion of R&D staff to total employees rising from 6.51% to 6.93%[100]. - The company launched several new R&D projects, including a bridge health monitoring database and ecological protection for rocky slopes, with some projects already completed[103]. Market and Business Strategy - The company employs a "headquarters + branch" model to expand its business nationwide, focusing on customer needs and resource integration[55]. - The company actively explores new markets and promotes business development in line with its annual operational goals[60]. - The company is currently fulfilling commitments related to non-competition and related party transactions, which began in June 2015[153]. - The company is focused on modernizing urban infrastructure, including public transport and green building initiatives, aligning with national development goals[118]. Social Responsibility - The company actively organized collective COVID-19 vaccinations for employees to reduce infection risks[117]. - The company contributed funds to support flood relief efforts in Henan, demonstrating its commitment to social responsibility[117]. Governance and Compliance - The company has no reported incidents of shareholder or related party misappropriation of funds or assets during the reporting period[148]. - The company has established a commitment to ensure the accuracy and completeness of financial disclosure materials[155]. - The company has confirmed that all commitments made regarding the issuance of shares and listing are being fulfilled effectively[155]. Shareholder Information - The company has a total of 20,509 ordinary shareholders[166]. - The top three shareholders are Huang Huahua, Ma Wei, and Liu Lang, collectively holding 28.7986% of the voting shares[172]. - Huang Huahua holds 25,286,468 shares, representing 16.4854% of the total shares[168]. - The total shares held by the top ten shareholders amount to 74,946,869, which is 48.8612% of the total shares[169]. - The company has no controlling shareholder, as no single shareholder holds more than 50% of the shares[170].