法律意见书 二〇二五年九月 北京市中伦（广州）律师事务所 关于广州地铁设计研究院股份有限公司 2025 年第三次临时股东会的 北京市中伦（广州）律师事务所 关于广州地铁设计研究院股份有限公司 2025 年第三次临时股东会的 法律意见书 致：广州地铁设计研究院股份有限公司 北京市中伦（广州）律师事务所（以下简称"本所"）受广州地铁设计研 究院股份有限公司（以下简称"公司"）委托，指派徐子林律师、胡婕律师（以 下简称"本所律师"）对公司召开的 2025 年第三次临时股东会（以下简称"本 次股东会"）进行见证。本所律师根据《中华人民共和国公司法》（以下简称 "《公司法》"）、《上市公司股东会规则》《深圳证券交易所上市公司股东 会网络投票实施细则》等法律规定以及《广州地铁设计研究院股份有限公司章 程》（以下简称"《公司章程》"）、《广州地铁设计研究院股份有限公司股 东会议事规则》的规定，对公司本次股东会的召集和召开程序、出席会议人员 资格（但不包含网络投票股东资格）、召集人的资格、股东会的表决程序、表 决结果等事宜的合法有效性进行了核查和见证，并根据对事实的了解和法律的 理解出具本法律意见书。 本所律师同意将本法律意 ...

证券研究报告 建筑装饰 | 工程咨询服务 Ⅱ 非金融|公司点评报告 hyzqdatemark 2025 年 09 月 08 日 王彬鹏 SAC：S1350524090001 wangbinpeng@huayuanstock.com 戴铭余 SAC：S1350524060003 daimingyu@huayuanstock.com 郦悦轩 SAC：S1350524080001 liyuexuan@huayuanstock.com 唐志玮 tangzhiwei@huayuanstock.com 林高凡 lingaofan@huayuanstock.com 市场表现： | 基本数据 | | | 2025 | 年 | 05 | 日 | 09 | | 月 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 收盘价（元） | | | | | 15.33 | | | | | | 高 最 低 | | / | | | | | | 一 | | | 总市值（百万元） | | | | | 6,259.65 | | | | | | 流通市值（百万元） | ...

Company Overview - Guangzhou Metro Design Research Institute Co., Ltd. is located in Baiyun District, Guangzhou, Guangdong Province, and was established on August 6, 1993. The company was listed on October 22, 2020 [2] - The main business areas include urban rail transit, municipal engineering, and construction, focusing on surveying and design, planning consulting, and general contracting [2] - The revenue composition is as follows: surveying and design 81.97%, general contracting 16.07%, planning consulting 1.90%, and others 0.06% [2] Financial Performance - For the first half of 2025, the company achieved operating revenue of 1.317 billion yuan, representing a year-on-year growth of 5.31% [2] - The net profit attributable to the parent company was 221 million yuan, with a year-on-year increase of 6.58% [2] - Since its A-share listing, the company has distributed a total of 996 million yuan in dividends, with 572 million yuan distributed over the past three years [2] Stock Performance - As of September 1, the stock price of the company increased by 2.05%, reaching 15.93 yuan per share, with a total market capitalization of 6.505 billion yuan [1] - Year-to-date, the stock price has risen by 8.81%, with a 2.15% decline over the last five trading days, a 7.56% increase over the last 20 days, and a 10.70% increase over the last 60 days [1] - The company has appeared on the "Dragon and Tiger List" three times this year, with the most recent appearance on February 20, where it recorded a net buy of -30.4394 million yuan [1] Shareholder Information - As of August 20, the number of shareholders was 13,500, a decrease of 0.41% from the previous period, while the average circulating shares per person increased by 0.41% to 29,638 shares [2]

Company Overview - Guangzhou Metro Design Institute Co., Ltd. is located in Baiyun District, Guangzhou, Guangdong Province, and was established on August 6, 1993. The company was listed on October 22, 2020. Its main business involves surveying and design, planning consulting, and general contracting in urban rail transit, municipal, and construction fields [1][2]. Financial Performance - For the first half of 2025, the company achieved operating revenue of 1.317 billion yuan, representing a year-on-year growth of 5.31%. The net profit attributable to the parent company was 221 million yuan, with a year-on-year increase of 6.58% [2]. - Since its A-share listing, the company has distributed a total of 996 million yuan in dividends, with 572 million yuan distributed over the past three years [3]. Stock Performance - As of August 29, the stock price of Metro Design fell by 2.01% to 15.57 yuan per share, with a trading volume of 54.1844 million yuan and a turnover rate of 0.86%. The total market capitalization is 6.358 billion yuan [1]. - Year-to-date, the stock price has increased by 6.35%, with a 5-day increase of 5.20%, a 20-day increase of 4.71%, and a 60-day increase of 8.35% [1]. Shareholder Information - As of August 20, the number of shareholders is 13,500, a decrease of 0.41% from the previous period. The average circulating shares per person increased by 0.41% to 29,638 shares [2]. Capital Flow - In terms of capital flow, there was a net outflow of 1.7123 million yuan from main funds, with large orders buying 2.8385 million yuan (5.24% of total) and selling 4.5508 million yuan (8.40% of total) [1].

Group 1 - The core viewpoint of the news highlights the performance and financial metrics of Guangzhou Metro Design Institute Co., Ltd., including stock price movements and trading volumes [1][2] - As of August 27, the stock price of the company increased by 2.00% to 16.30 CNY per share, with a total market capitalization of 6.656 billion CNY [1] - The company has seen a year-to-date stock price increase of 11.34%, with notable gains over the past 5 days (10.14%), 20 days (9.18%), and 60 days (12.72%) [1] Group 2 - Guangzhou Metro Design Institute was established on August 6, 1993, and listed on October 22, 2020, focusing on urban rail transit, municipal engineering, and construction design [2] - The main business revenue composition includes 81.97% from design services, 16.07% from engineering contracting, and 1.90% from planning consulting [2] - As of August 20, the number of shareholders decreased by 0.41% to 13,500, while the average circulating shares per person increased by 0.41% to 29,638 shares [2] Group 3 - The company has distributed a total of 996 million CNY in dividends since its A-share listing, with 572 million CNY distributed over the past three years [3]

Group 1 - The stock price of the company is reported at 15.98 yuan, down 1.84% from the previous trading day, with a trading volume of 273 million yuan [1] - The company operates in the engineering consulting services industry, focusing on urban rail transit and municipal engineering design, headquartered in Guangzhou with operations across multiple cities in China [1] - As of mid-2025, the company has a contract backlog exceeding 10 billion yuan and emphasizes cash flow management through various measures to enhance receivables management [1] Group 2 - The company has established a joint venture, Fujian Kehui Energy Co., Ltd., which focuses on energy management contracts in Fujian and surrounding areas [1] - The company plans to continue monitoring the approval process for urban rail transit projects and expand into areas such as Transit-Oriented Development (TOD) and general contracting [1] - Data indicates that on August 26, the company experienced a net outflow of 32.97 million yuan in principal funds, with a total net outflow of 7.97 million yuan over the past five days [1]

Investment Rating - The report assigns a "Buy-A" rating to the company, maintaining this rating with a target price of 20 yuan over the next six months [6]. Core Insights - The company reported a robust performance in Q2 2025, with a year-on-year revenue increase of 5.31% to 1.317 billion yuan and a net profit increase of 6.58% to 221 million yuan [2][3]. - The core design business saw a slight revenue growth of 0.93% year-on-year, while the engineering contracting business experienced significant growth of 73.98%, increasing its revenue share to 16.07% [2]. - The company is focusing on expanding its business into energy-saving renovations and has begun to explore the integration of low-altitude economy with rail transit projects [4]. Summary by Sections Financial Performance - In H1 2025, the company achieved a revenue of 1.317 billion yuan, with Q2 showing a remarkable growth of 15.76% compared to Q1, which had a decline of 5.60% [2]. - The gross profit margin for H1 2025 was 36.74%, with the main design business margin increasing to 41.68% [3]. - Operating cash flow improved, with a net outflow of 521 million yuan, which is a reduction of 75 million yuan compared to the previous year [3]. Business Development - The company is recognized as a leading urban rail transit design firm in A-shares, with strong competitive advantages and resilience in operations [4]. - It is actively pursuing new business lines, including low-altitude economy services, which encompass various areas such as aerial photography and data services [4]. Future Projections - The company is expected to achieve revenues of 3.008 billion yuan, 3.266 billion yuan, and 3.519 billion yuan from 2025 to 2027, with corresponding net profits of 543 million yuan, 598 million yuan, and 652 million yuan [11][12]. - The projected PE ratios for the next three years are 12.0, 10.9, and 10.0, indicating a favorable valuation outlook [10].

证券日报网讯地铁设计（003013）8月26日发布公告，在公司回答调研者提问时表示，公司总部地处广 州，在广东省内具有一定的地域优势，同时近年来随着广州、深圳等城市的轨道交通以及粤港澳大湾区 城际的投资建设，公司省内业务的收入占比有所提升。公司项目拓展策略保持持续性，稳定推进"立足 粤港澳大湾区、辐射全国，逐步走向海外"的市场拓展策略。 ...

Core Viewpoint - The company is actively engaged in energy management projects, with specific contracts in various cities, indicating a strategic focus on expanding its energy management business in the transportation sector [1] Group 1: Current Projects - The company has implemented energy transformation projects, including the "Guangzhou Line 3 and 5 Environmental Control System Pilot Application Contract Energy Management Project" and the "Shenzhen Line 4 Phase 1 Station Air Conditioning System Energy Management Project," with varying revenue scales [1] - The company is pursuing contract energy management projects in cities such as Ningbo, Wuxi, Nanchang, and Suzhou, showcasing its expansion efforts in the energy management sector [1] Group 2: Future Plans - In 2025, the company plans to establish a joint venture, Fujian Kehui Energy Co., Ltd., with Fuzhou Rail Transit Design Institute Co., Ltd., to focus on contract energy management business in Fujian and surrounding areas [1]

证券日报网讯地铁设计（003013）8月26日发布公告，在公司回答调研者提问时表示，公司高度重视现 金流管控工作，目前已持续采取多项措施加大催收力度，维护公司现金流稳定：加强收款管理，除经营 业绩外，将收款指标也纳入业务部门绩效考核；定期召开收款会议，及时跟进收款进度，做好收款过程 管理；追收历史款项，针对账龄长应收账款，持续加大催收力度；清理项目结算尾款，加强项目尾款结 算和清收；系统跟进项目核算及请款催收，梳理合同资产，对满足收款条件的合同，尽快办理请款并及 时跟进过程。 ...