北京市君合律师事务所 关于 中达安股份有限公司 2025 年度创业板向特定对象发行股票的 法律意见书 二零二五年八月 | 北京总部 | 电话: | (86-10) 8519-1300 | 上海分所 | 电话: | (86-21) 5298-5488 | 广州分所 | 电话: (86-20) 2805-9088 | 深圳分所 | 电话: (86-755) 2939-5288 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 传真: | (86-10) 8519-1350 | | 传真: | (86-21) 5298-5492 | | 传真: (86-20) 2805-9099 | | 传真: (86-755) 2939-5289 | | 杭州分所 | 电话: | (86-571) 2689-8188 | 成都分所 | 电话: | (86-28) 6739-8000 | 西安分所 | 电话: (86-29) 8550-9666 | 青岛分所 | 电话: (86-532) 6869-5000 | | | 传真: | (86-571 ...

中达安股份有限公司 审计报告 大信审字[2025]第 3-00395 号 大信会计师事务所(特殊普通合伙)_ WUYIGE CERTIFIED PUBLIC ACCOUNTANTS LLP. 您可使用手机"扫一扫" _ 6_- 1 - 比码用于证明该市计报告是否出具有执业许可的会计师事务所出具， 您可使用手机"扫一扫" _ 6_- 1 - 【- 】- 比得用于证明该市场 _ 【http://acc.ma6.gov.cn】 - 进行企业 足区知春路 1 号 学院国际士厦 22 层 2206 WUYIGE Certified Public Accountants.LLP Room 2206 22/F.Xueyuan International Tower No 1 Zhichun Road Haidian Dist Beijing China 100083 由话 Telenhone: +86(10) 82330558 佳直 Fax · 网址 Internet: +86 (10) 82327668 www.daxincpa.com.cn 审计报告 大信审字[2025]第 3-00395 号 中达安股份有限公司全体股 ...

Market Overview - On August 22, the engineering consulting services sector rose by 0.43% compared to the previous trading day, with Huawi Design leading the gains [1] - The Shanghai Composite Index closed at 3825.76, up 1.45%, while the Shenzhen Component Index closed at 12166.06, up 2.07% [1] Top Performers - Huawi Design (833427) closed at 17.33, up 3.71% with a trading volume of 48,100 shares and a transaction value of 82.43 million yuan [1] - Other notable gainers include: - Class Map Chuan Zhi (300492) at 64.58, up 2.88% [1] - Tai Chi Industry (600667) at 7.18, up 2.87% [1] - Deep City Transportation (301091) at 32.26, up 2.25% [1] Underperformers - The sector also saw some declines, with Set Research Institute (300732) dropping 4.85% to 10.21 [2] - Other notable decliners include: - Hope Co., Ltd. (301024) down 3.17% to 46.36 [2] - Xu Jie Technology (836149) down 2.81% to 15.92 [2] Capital Flow - The engineering consulting services sector experienced a net outflow of 218 million yuan from institutional investors, while retail investors saw a net inflow of 187 million yuan [2][3] - The sector's capital flow indicates a mixed sentiment, with institutional investors pulling back while retail investors are more active [2][3] Individual Stock Capital Flow - Tai Chi Industry (600667) had a net outflow of 28.56 million yuan from institutional investors, while retail investors contributed a net inflow of 22.08 million yuan [3] - Huawi Design (300746) saw a net inflow of 11.35 million yuan from institutional investors, but a net outflow of 12.41 million yuan from retail investors [3]

Core Viewpoint - The announcement by Zhongda An to terminate the acquisition of Shandong Liuhou Information Consulting Co., Ltd. has raised concerns about the company's decision-making, governance capabilities, and future strategic direction, leading to a crisis of market trust [1]. Group 1: Acquisition Details - In August 2024, Zhongda An planned to acquire 100% of Shandong Liuhou for 5.5 million yuan, with agreed net profit targets for 2024 to 2026 [1]. - In February 2025, a supplementary agreement was signed, extending the performance commitment period to 2025-2026 and significantly increasing the profit targets to a minimum of 1.5 million yuan for each year [1]. - Despite initial confidence in the acquisition process, Zhongda An announced the termination of the acquisition due to Shandong Liuhou's inability to meet the 2025 profit target, raising questions about the due diligence conducted [1]. Group 2: Market Response and Recommendations - In response to the trust crisis, Zhongda An needs to enhance the transparency and regularity of its information disclosure regarding the reasons for the acquisition termination and the decision-making process [2]. - The company should conduct a comprehensive review and optimization of its acquisition decision-making mechanisms, improving due diligence and risk assessment processes [2]. - Establishing a robust risk warning mechanism is essential for monitoring changes in market conditions and the operational status of target companies to prevent similar incidents in the future [2].

Core Viewpoint - The acquisition of 100% equity of Shandong Liuhou Information Consulting Co., Ltd. by Zhongda An has been terminated due to changes in the business operations of the target company, which led to the original shareholders indicating their inability to meet the agreed profit targets for 2025 [1][5]. Summary by Sections Acquisition Details - On August 8, 2024, Zhongda An's board approved the acquisition of Shandong Liuhou for a maximum of 5.5 million yuan, with the agreement stipulating net profit targets of no less than 500,000 yuan for 2024, 1 million yuan for 2025, and 1.2 million yuan for 2026 [2]. - A supplementary agreement was signed on February 24, 2025, which modified the profit targets to 1.5 million yuan for both 2025 and 2026 [2][3]. Business Changes and Termination - The announcement on August 18 stated that due to changes in the business operations of Shandong Liuhou, the original shareholders could not meet the profit target of 1.5 million yuan for 2025, triggering the repurchase conditions [1][5]. - Following the termination, Zhongda An will no longer hold any equity in Shandong Liuhou and will calculate the redemption price based on the original agreement [5]. Strategic Implications - The acquisition was initially viewed as a strategic move to enhance Zhongda An's capabilities in the digital economy and improve its market competitiveness [4][5]. - Despite the positive outlook expressed in previous reports, the rapid termination of this acquisition raises questions about the effectiveness of the company's strategic planning [5].

Core Viewpoint - Zhongda An has terminated the acquisition of 100% equity in Shandong Liuhou due to changes in business operations, which led to the original shareholders' inability to meet the profit conditions set in the agreements [1][2]. Group 1: Acquisition Details - Zhongda An announced the termination of the acquisition agreement signed in August 2024 and the supplementary agreement signed in February 2025 [1]. - The company intended to acquire Shandong Liuhou for no more than 5.5 million yuan to enhance its information technology business and market competitiveness [1]. - The original shareholders indicated they could not achieve the net profit target of 1.5 million yuan for 2025, triggering the buyback conditions [2]. Group 2: Company Background - Zhongda An was established on October 18, 1998, and was listed on the Shenzhen Stock Exchange's Growth Enterprise Market on March 31, 2017, primarily engaged in engineering supervision [2]. - The company has experienced a decline in performance since 2019, with a net profit loss for three consecutive years, including a loss in the first quarter of this year [2]. Group 3: Financial Performance - In 2024, Zhongda An reported a total revenue of 688.2 million yuan, a decrease from 705.47 million yuan in 2023 [3]. - The company recorded a net loss attributable to shareholders of 49.35 million yuan in 2024, compared to a profit of 2.63 million yuan in 2023 [3]. - As of August 18, the company's market capitalization was approximately 2.039 billion yuan [3].

证券日报网讯8月18日晚间，中达安（300635）发布公告称，公司无逾期对外担保情况，亦无为股东、 实际控制人及其关联方提供担保的情况。 ...

Core Viewpoint - The company announced plans to apply for a comprehensive credit facility totaling no more than 35 million yuan from two banks to support the business development of its subsidiaries [2] Group 1: Credit Facility Details - The company’s subsidiaries, Fuzhou Weisi Electric Survey and Design Co., Ltd. and Guangdong Shunshui Engineering Construction Supervision Co., Ltd., will apply for a combined credit facility of up to 35 million yuan from China Everbright Bank and China Merchants Bank [2] - The authorized legal representative will sign relevant guarantee agreements within the approved credit limit, with a guarantee period of one year from the contract signing [2] - The specific content of the guarantee agreements will be determined based on the final agreements signed between the subsidiaries and the banks [2] Group 2: Current Guarantee Status - As of the announcement date, the company has approved a total external guarantee amount of approximately 126 million yuan, which accounts for 33.8% of the audited net assets attributable to shareholders for the year 2024 [2] - The remaining guarantee balance is 45.094 million yuan, representing 12.05% of the audited net assets attributable to shareholders for the year 2024, all of which are guarantees for subsidiaries within the consolidated financial statements [2]

中达安8月18日晚间发布公告称，公司第五届第八次董事会会议于2025年8月18日在公司会议室以现场的 方式召开。会议审议了《关于终止收购山东留侯信息化咨询有限公司100%股权的议案》等文件。 （文章来源：每日经济新闻） ...

Core Viewpoint - The company has decided to terminate the acquisition of 100% equity in Shandong Liuhou Information Consulting Co., Ltd. due to changes in the consulting business operations and the original shareholders' inability to meet the agreed net profit conditions [1] Group 1 - The fifth board meeting of the company was held on August 18, 2025, where the decision to terminate the acquisition was made [1] - The company initially planned to acquire the equity for no more than 5.5 million RMB [1] - The termination of the agreement has been signed, and the company is not required to fulfill any obligations under the original and supplementary agreements [1] Group 2 - The termination of this transaction will not adversely affect the company's existing production operations and development [1]