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 2024 年度股东会的 法律意见书 二〇二五年四月 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 2024 年度股东会的 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 2024 年度股东会（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见书作为公司本次股东会的必 ...

Financial Performance - The company's operating revenue for Q1 2025 was ¥577,682,317.52, a decrease of 5.60% compared to ¥611,922,851.78 in the same period last year[5] - Net profit attributable to shareholders was ¥55,170,415.58, down 47.00% from ¥104,089,282.07 year-on-year[5] - The basic earnings per share decreased by 46.15% to ¥0.14 from ¥0.26 in the previous year[5] - Total operating revenue for the current period is ¥577,682,317.52, a decrease of 5.4% from ¥611,922,851.78 in the previous period[21] - Net profit for the current period is ¥55,847,499.33, a decline of 47.3% compared to ¥105,524,220.55 in the previous period[23] - Earnings per share (EPS) for the current period is ¥0.14, down from ¥0.26 in the previous period[23] Assets and Liabilities - Total assets at the end of the reporting period were ¥5,737,324,129.58, a decline of 6.49% from ¥6,135,638,259.80 at the end of the previous year[5] - Current assets total 3,667,505,702.67 yuan, a decrease from 3,983,864,014.90 yuan, indicating a decline of about 7.9%[17] - Total liabilities decreased to ¥2,838,708,208.91 from ¥3,299,654,133.80, reflecting a reduction of approximately 13.9%[19] - Total equity increased to ¥2,898,615,920.67 from ¥2,835,984,126.00, showing a growth of about 2.2%[19] Cash Flow - Cash flow from operating activities showed a slight improvement, with a net cash flow of -¥509,305,744.30, a 0.42% increase compared to -¥511,449,750.21 last year[5] - Cash flow from operating activities is ¥361,735,064.13, a decrease from ¥412,092,473.70 in the previous period[24] - The net cash flow from operating activities was -$509.31 million, slightly improved from -$511.45 million in the previous period[25] - The ending cash and cash equivalents balance was $484.81 million, down from $782.20 million year-over-year[26] - The company reported a net increase in cash and cash equivalents of -$422.48 million, compared to -$540.80 million previously[26] Shareholder Information - The total number of common shareholders at the end of the reporting period is 16,697[12] - Guangzhou Metro Group Co., Ltd. holds 76.17% of the shares, amounting to 311,003,108 shares[12] - The total number of preferred shareholders is zero, indicating no preferred shares issued[14] Operational Highlights - The company did not report any new product developments or market expansion strategies during this quarter[5] - The company plans to issue shares to acquire 100% equity of Guangzhou Metro Engineering Consulting Co., Ltd. and raise matching funds[14] - The board approved the 2024 profit distribution plan and the annual report during the meetings held on March 31, 2025[15] - The company has no major changes in the participation of the top ten shareholders in margin trading and securities lending[14] Research and Development - Research and development expenses rose to ¥36,310,031.19, an increase from ¥31,810,376.01, indicating a focus on innovation[22] Other Financial Metrics - The weighted average return on equity fell to 1.98%, down 2.21% from 4.19% in the previous year[5] - Total operating costs decreased to ¥476,448,645.19, down 0.9% from ¥480,883,077.68[22] - The company reported a significant increase in other operating income, which rose to ¥434,660.63 from just ¥1.07 in the previous year, marking a dramatic increase of 40622388.79%[9] - Short-term borrowings increased by 33.24% to ¥427,023,310.30, primarily due to new working capital loans[8] - The company recorded a 100.23% increase in cash received from other operating activities, totaling ¥65,424,484.61 compared to ¥32,674,223.04 in the previous year[10] Accounting and Audit - The company did not undergo an audit for the first quarter report[27] - The company plans to implement new accounting standards starting in 2025[28]

特别提示： 1.广州地铁设计研究院股份有限公司（以下简称"公司"或"地铁设计"） 于 2025 年 1 月 21 日披露的《广州地铁设计研究院股份有限公司发行股份购买 资产并募集配套资金暨关联交易预案》及其摘要中已对本次交易可能存在的风 险因素以及尚需履行的审批程序进行了详细说明，敬请广大投资者注意投资风 险。 2.截至本公告披露之日，除本次交易预案披露的风险因素外，公司尚未发 现可能导致公司董事会或者交易对方撤销、中止本次交易或者对本次交易方案 作出实质性变更的相关事项。本次交易相关工作正在进行中，公司将根据相关 事项的进展情况，及时履行信息披露义务。 一、本次交易的基本情况 证券代码：003013 证券简称：地铁设计 公告编号：2025-029 广州地铁设计研究院股份有限公司 关于发行股份购买资产并募集配套资金 暨关联交易的进展公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有 虚假记载、误导性陈述或重大遗漏。 2025 年 1 月 20 日，公司召开第三届董事会第二次会议、第三届监事会第二 次会议，审议通过了《关于公司发行股份购买资产并募集配套资金暨关联交易 方案的议案》等相关议案。同 ...

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 04 月 18 日 | 收盘价（元） | | | | | | | 15.18 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 一 年 内 | | | | | | | | | | （元） | | | | | | | | | | 总市值（百万元） | | | | | | | 6,198.40 | | | 流通市值（百万元） | | | | | | | 6,070.45 | | | 总股本（百万股） | | | | | | | 408.33 | | | 资产负债率（%） | | | | | | | 53.78 | | | 每股净资产（元/股） | | | | | | | 6.74 | | | / 低 | 高 | 最 | | | | | 18.30/11.68 | | | 最 | | | | | | | | | | 基本数据 | | | 2025 | 年 | 04 | 月 | 18 | 日 | 地铁设计(003013.SZ) ——业绩提 ...

证券代码：003013 证券简称：地铁设计 广州地铁设计研究院股份有限公司 投资者关系活动记录表 编号：2025-004 | | □特定对象调研 | □分析师会议 | | --- | --- | --- | | 投资者关系活动类 | □媒体采访 | 业绩说明会 | | | □新闻发布会 | □路演活动 | | 别 | □现场参观 | | | | □其他 | | | 活动参与人员 | 网上投资者 | | | | 上市公司人员 | | | | 董事长 | 王迪军 | | | 董事、总经理 | 雷振宇 | | | 独立董事 | 曹云明 | | | 财务总监 | 温路平 | | | 董事会秘书 许 | 维 | | 时间 | 2025年4月18日（周五）下午15:00-17:00 | | | 地点 | 价值在线（https://www.ir-online.cn/）网络互动 | | | 形式 | 网上交流 | | | | 1.高管您好，能否请您介绍一下本期行业整体和行 | | | | 业内其他主要企业的业绩表现？谢谢。 | | | | 工程咨询行业的市场规模与国家固定资产投资规模 | | | | 密切相关。近年来，我国 ...

随着轨道交通与低空经济建设力度加大，广东有望打造空地一体的现代化交通网络。 经营稳健，优势显著。公司在行业内的优势十分突出：1）拥有工程设计综合甲级资质，截至24 年1 月 底全国仅92 家企业具备，行业地位突出。2）灵活的激励机制：公司通过长短期激励相结合，构建了全 面的激励体系。3）重视研发与创新，持续加大投入，2024 年新公开的专利数量为297 个，同比增长 3.48%，创下历史新高。4）分红政策积极稳健，2020-2024年公司累计分红10 亿元；截至24Q3 上市以 来累计分红率45.17%，远超行业平均水平。在国资高比例持股的背景下，未来分红政策预计将保持稳 定并具备持续性。 背靠广州地铁集团，深耕广东拓展全国。公司是国内主要的城市轨道交通工程咨询企业之一，背靠控股 股东广州地铁集团（持股76.2%），并依托广东/广州国资背景，股权结构集中。2016至2024 年，公司 营收从11.1 亿元增长至27.5 亿元，年均复合增长率达12%；归母净利润由1.4 亿元提升至4.9 亿元，年均 复合增长率为16.7%。核心业务为轨道交通勘察设计，贡献超80%营收，毛利率稳定在35%左右。区域 布局方面，2 ...

Investment Rating - The report assigns a "Buy" rating for the company, marking its first coverage in the investment analysis [4][8]. Core Insights - The company is a leading urban rail transit engineering consulting firm backed by the Guangzhou Metro Group, focusing on Guangdong while expanding nationally. Its stable operations are expected to drive continuous growth [4][10]. - The urban rail transit industry is experiencing steady growth, with new economic policies in Guangdong injecting new momentum into development [10][36]. - The company has a strong competitive edge due to its comprehensive engineering design qualifications and a robust incentive mechanism, alongside a commitment to research and development [10][46]. Summary by Sections Company Overview - The company, established in 1993, has evolved into a leading urban rail transit engineering consulting firm in China. It has shown steady growth in revenue and net profit, with plans to enhance its consulting capabilities through acquisitions [15][21]. - From 2016 to 2024, the company's revenue grew from 1.11 billion to 2.75 billion yuan, with a compound annual growth rate (CAGR) of 12%. Net profit increased from 0.14 billion to 0.49 billion yuan, with a CAGR of 16.7% [21][22]. Industry Growth - The urban rail transit industry has seen a CAGR of 12.58% from 2019 to 2024, with non-first-tier cities becoming new growth points. The total operational mileage of urban rail transit in China is expected to reach 12,168.8 kilometers by 2024 [36][39]. - Guangdong province is leading in urban rail transit development, with significant investments and a strong fiscal position supporting infrastructure projects [39][40]. Company Advantages - The company possesses a comprehensive Class A engineering design qualification, which is held by only 92 firms nationwide, establishing a significant competitive barrier [10][46]. - The company has a diversified incentive mechanism and a strong focus on R&D, with a record number of patents filed in 2024 [10][46]. - The company has a solid dividend policy, with a cumulative dividend of 1 billion yuan from 2020 to 2024, reflecting a commitment to shareholder returns [10][46]. Financial Analysis - The company is projected to achieve net profits of 5.41 billion, 5.99 billion, and 6.64 billion yuan from 2025 to 2027, with growth rates of 10.04%, 10.58%, and 10.96% respectively [8][9]. - The revenue from the core surveying and design business is expected to grow at rates of 8.00%, 9.00%, and 10.00% from 2025 to 2027 [9][10].

Group 1: Overall Business Performance - In 2024, the company focused on strategic goals, accelerating development and achieving steady growth in operating performance, with increased revenue and net profit [1] Group 2: Business Segmentation - The revenue ratio of domestic to foreign business fluctuates due to national policies and project progress, with domestic business generally higher than foreign business in recent years [1] - The demand for intercity rail construction in the Guangdong-Hong Kong-Macao Greater Bay Area continues to rise, while the intensity of rail transit construction in some foreign cities has decreased [2] Group 3: Low-altitude Economy Development - The company emphasizes the expansion of low-altitude economy business, collaborating with partners to develop infrastructure plans and signing strategic cooperation agreements [2] - Projects related to low-altitude flight testing and application research are underway, aiming for high-quality integration of low-altitude economy and rail transit [2] Group 4: Mergers and Acquisitions - The company plans to acquire 100% equity of Guangzhou Metro Engineering Consulting Company through a share issuance, aiming to enhance its core competitiveness and integrate engineering consulting services [3] - Related auditing and evaluation work for this transaction is still ongoing, with further details to be announced [3] Group 5: Overseas Market Expansion - The company has established an overseas division to manage and expand its international business, focusing on markets in Vietnam and Singapore, with successful projects in Hong Kong and Macau [4] - In 2024, the company secured its first design project for the Hong Kong MTR low and high voltage renovation [4] Group 6: Capital Operations Planning - The company aims to enhance capital empowerment and optimize its equity structure to support stable market value growth and improve the quality of the listed company [5]

Overview - The subway design market in China is experiencing a rapid decline in demand due to a slowdown in urban expansion, with fixed asset investment in urban rail transit dropping to 544.81 billion yuan in 2023, a year-on-year decrease of 9.78% [1][7] - The demand for subway design services has also shrunk, with the market size falling to 12.979 billion yuan in 2023, a decrease of 1.79% year-on-year [1][7] Market Policies - The Chinese government has issued several policies to support urban rail transit construction, including guidelines for comprehensive transportation systems and actions to enhance signal systems, which create a favorable environment for the subway design industry [3][4] Industry Chain - The subway design industry relies on upstream sectors such as hardware and software, while downstream activities include subway construction and operation, where design firms provide technical services and quality supervision [5] Current Development - As of the end of 2023, there are 338 operational urban rail transit lines across 59 cities in mainland China, with a total length of 11,224.54 kilometers, of which subway lines account for 8,543.11 kilometers, representing a year-on-year growth of 6.7% [6] Competitive Landscape - The subway design industry is primarily government-led, with state-owned enterprises dominating project contracts. Major players include Beijing Urban Construction Design Group, China Railway Design Corporation, and Shanghai Tunnel Engineering Research Institute, which collectively secure over 90% of the market share [8][9] Representative Companies - Beijing Urban Construction Design Group reported a total revenue of 4.18 billion yuan in the first half of 2024, with a gross profit of 822 million yuan and a gross margin of 19.67% [9] - Guangzhou Metro Design Institute, a subsidiary of Guangzhou Metro Group, achieved a revenue of 1.251 billion yuan in the first half of 2024, with 85.53% of this from surveying and design services [10] Future Trends - The subway design industry is expected to integrate more with urban planning and municipal engineering, participating in multi-functional projects that combine transportation hubs with commercial and residential spaces. Additionally, the Belt and Road Initiative may open opportunities for Chinese subway design firms to engage in international projects [11]

Investment Rating - The report assigns a "Buy-A" rating to the company, maintaining this rating with a 6-month target price of 20 CNY [5]. Core Insights - The company achieved a revenue of 2.748 billion CNY in 2024, representing a year-over-year increase of 6.79%, with a net profit of 492 million CNY, up 13.91% year-over-year [2][3]. - The company's core business in surveying and design saw a revenue increase of 5.57%, while the engineering general contracting business surged by 75.25%, increasing its revenue share to 9.26% [2]. - The company has demonstrated strong operational resilience, with consistent year-over-year revenue and profit growth since 2017, even amidst industry cycles [2][4]. Financial Performance - The gross profit margin for 2024 was 38.40%, an increase of 1.17 percentage points year-over-year, driven by the opening of major projects and cost control measures [3]. - The net profit margin for the year was 18.23%, reflecting a year-over-year increase of 1.15 percentage points, with a return on equity (ROE) of 19.25% [3]. - The operating cash flow significantly improved, with a net inflow of 567 million CNY in Q4 2024, compared to a net outflow of 530 million CNY in the previous three quarters [3]. Business Strategy and Growth Prospects - The company is a leading player in urban rail transit design in A-shares, with high barriers to entry and strong competitive advantages [4]. - The company is actively expanding into new business areas, including energy-saving renovations and non-rail projects, while also pursuing international opportunities [8]. - Future revenue projections estimate growth to 3.008 billion CNY in 2025, 3.266 billion CNY in 2026, and 3.519 billion CNY in 2027, with corresponding net profits of 543 million CNY, 598 million CNY, and 652 million CNY [9][10].