中达安股份有限公司 董事会薪酬与考核委员会 2025 年 10 月 28 日 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司 股权激励管理办法》《深圳证券交易所创业板股票上市规则》等有关法律法 规、规范性文件及《中达安股份有限公司章程》的有关规定，中达安股份有 限公司（以下简称"公司"）第五届董事会薪酬与考核委员会对本次回购注 销部分限制性股票激励计划对象名单和数量进行了核查，并发表核查意见如 下： 1 中达安股份有限公司董事会薪酬与考核委员会 我们一致同意公司本次回购注销部分限制性股票激励计划等相关事项， 并将该事项提请公司第五届董事会第十次会议审议。 关于回购注销部分限制性股票的核查意见 鉴于公司《2024 年限制性股票激励计划（草案）》（以下简称《激励计 划》）中 2 名激励对象已离职，不再具备激励资格，同意公司按照 8.89 元/ 股回购注销 2024 年限制性股票激励计划首次授予的 120,000 股第一类限制 性股票，资金总额为 1,066,800 元，并承担同期银行定期存款利息，本次用 于回购注销限制性股票的资金来源为公司自有资金。 我们认为，公司本次回购注销部分限制性股票事项符 ...

北京市朝阳区建外大街丁 12 号英皇集团中心 8、9、11 层 8/9/11/F, Emperor Group Centre, No.12D, Jianwai Avenue, Chaoyang District, Beijing, 100022, P.R.China 电话/Tel.:010-50867666 传真/Fax:010-56916450 网址/Website:www.kangdalawyers.com 北京 西安 深圳 海口 上海 广州 杭州 沈阳 南京 天津 菏泽 成都 苏州 呼和浩特 香港 武汉 郑州 长沙 厦门 重庆 合肥 宁波 济南 昆明 南昌 北京市康达律师事务所 关于中达安股份有限公司 2024 年限制性股票激励计划 回购注销部分限制性股票事项的 法 律 意 见 书 康达法意字[2025]第 568 号 $$\Xi{\cal O}{\underline{{{-\mp1}}}}\oplus\mp\mp\mp$$ 法律意见书 北京市康达律师事务所 关于中达安股份有限公司 2024 年限制性股票激励计划 回购注销部分限制性股票事项 的法律意见书 康达法意字[2025]第 568 号 致：中达安 ...

Financial Performance - The company's revenue for Q3 2025 was ¥166,880,565.83, representing a 1.91% increase year-over-year, while the year-to-date revenue decreased by 5.03% to ¥468,961,898.56[4] - The net profit attributable to shareholders for Q3 2025 was a loss of ¥867,605.46, a 63.48% increase in loss compared to the same period last year, with a year-to-date net profit of ¥980,151.19, down 56.30%[4] - The basic earnings per share for Q3 2025 was -¥0.0062, a 64.37% increase in loss year-over-year, while the diluted earnings per share was -¥0.0064, a 63.22% increase in loss[4] - Total operating revenue for the current period was ¥468,961,898.56, a decrease of 5.5% from ¥493,816,468.65 in the previous period[26] - Net profit for the current period was ¥3,769,289.30, a decline of 32.2% compared to ¥5,560,165.38 in the previous period[27] - Earnings per share (EPS) decreased to ¥0.0071 from ¥0.0165, reflecting a decline of 57.4%[28] Assets and Liabilities - The total assets at the end of Q3 2025 were ¥1,380,541,502.73, reflecting a 0.82% increase from the end of the previous year[4] - As of September 30, 2025, the company's total assets amounted to CNY 1,380,541,502.73, an increase from CNY 1,369,362,378.68 at the beginning of the period[22] - The company's total current liabilities increased to CNY 803,540,111.66 from CNY 765,186,670.07, representing an increase of approximately 5.5%[24] - The long-term borrowings decreased to CNY 137,469,000.00 from CNY 165,873,000.00, a reduction of about 17.1%[24] Cash Flow - The company's cash flow from operating activities for the year-to-date was -¥10,127,853.12, showing a 90.51% improvement compared to the same period last year[4] - Cash flow from operating activities showed a net outflow of ¥10,127,853.12, an improvement from a net outflow of ¥106,742,104.72 in the previous period[28] - The net cash flow from financing activities for the year-to-date was -¥12,248,901.75, a 115.91% decrease compared to the same period last year[8] - The net cash flow from financing activities was -$12.25 million, contrasting with a positive $77.01 million in the previous period, indicating a significant downturn[29] Shareholder Information - The total number of common shareholders at the end of the reporting period is 8,906[10] - The largest shareholder, Jinan Likong Disen Equity Investment Partnership, holds 10.01% of shares, totaling 14,031,261 shares[10] - The second-largest shareholder, Wu Junye, owns 9.12% of shares, amounting to 12,778,864 shares[10] - The total number of restricted shares at the end of the reporting period is 19,717,905, with various conditions for unlocking[14] - The company has a total of 20,373,968 restricted shares, with 701,225 shares released during the reporting period[14] Operational Changes - The company has completed the registration changes regarding capital increase and business scope, as approved in meetings held on January 17 and February 7, 2025[15] - The company is planning to issue shares to specific investors, which may lead to a change in actual control, with trading suspended from June 23 to June 25, 2025, due to this uncertainty[16] - The company appointed Li Haijie as the new Vice President and Board Secretary, effective from June 9, 2025[18] - The company has completed the termination of the acquisition of 100% equity in Shandong Liuhou Information Consulting Co., Ltd., with all share transfer payments settled[20] - The company is in the process of issuing A-shares to specific investors, pending approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission[19] Investment and Expenses - The investment income for Q3 2025 decreased by 53.11% to ¥734,315.66 compared to the same period last year[8] - Research and development expenses were ¥37,258,620.98, down 7.4% from ¥40,089,516.26 in the previous period[26] - Sales expenses increased to ¥10,476,059.80, up 27% from ¥8,261,532.00 in the previous period[26] - The company reported a significant increase in credit impairment losses, amounting to ¥7,559,874.08, compared to the previous year[8] - The company reported a significant increase in credit impairment losses to ¥7,559,874.08 from a reversal of ¥1,547,265.63 in the previous period[27] Other Information - The company has not disclosed any new product developments or market expansion strategies in the current reporting period[10] - The company's cash and cash equivalents decreased to CNY 154,108,073.20 from CNY 182,707,598.32, reflecting a decline of approximately 15.7%[23] - The accounts receivable balance was CNY 187,608,052.48, slightly down from CNY 191,395,067.59, indicating a decrease of about 2.0%[23] - The company's non-current assets totaled CNY 401,326,786.35, a slight decrease from CNY 408,601,630.17 at the beginning of the period[24] - The capital reserve increased to CNY 86,888,791.27 from CNY 84,693,079.27, reflecting an increase of approximately 2.6%[24] - The company's third-quarter financial report was not audited, which may affect the reliability of the reported figures[30]

中达安股份有限公司 董事、高级管理人员离职管理制度 中达安股份有限公司 董事、高级管理人员离职管理制度 第一章 总则 第一条 为规范中达安股份有限公司（以下简称"公司"）董事、高级管理 人员的离职管理，保障公司治理稳定性及股东合法权益，根据《中华人民共和国 公司法》（以下简称《公司法》）、《上市公司章程指引》等有关法律法规、规 范性文件及《中达安股份有限公司章程》（以下简称《公司章程》）的有关规定， 制定本制度。 第二条 本制度适用于公司全体董事（含独立董事）及高级管理人员的辞职、 任期届满、解任等离职情形。 第三条 董事可以在任期届满以前提出辞职。董事辞职应向董事会提交书面 辞职报告，公司收到辞职报告之日辞任生效，董事会将在两个交易日内披露有关 情况。如因董事的辞职导致公司董事会低于法定最低人数、独立董事辞职导致董 事会或其专门委员会中独立董事所占比例不符合法律法规或《公司章程》规定， 或者独立董事中欠缺会计专业人士时，或者职工代表董事辞职导致董事会中无职 工代表担任的董事时，在改选出的董事就任前，原董事仍应当依照法律、行政法 规、部门规章和《公司章程》规定，履行董事职务。 第四条 董事任期届满未获连任的， ...

Core Viewpoint - The stock of Zhongda An has shown a significant increase of 48.52% year-to-date, with a recent trading price of 14.54 CNY per share, indicating a positive market sentiment despite some fluctuations in the short term [1][2]. Company Overview - Zhongda An Co., Ltd. is located in Tianhe District, Guangzhou, Guangdong Province, and was established on August 8, 2000. It was listed on March 31, 2017. The company primarily engages in project management services, focusing on engineering supervision, including communication supervision, civil construction supervision, bidding agency, project construction, and engineering consulting [1][2]. Business Segmentation - The revenue composition of Zhongda An is as follows: - Power supervision: 20.73% - Civil construction supervision: 19.72% - Consulting and construction agency: 18.20% - Communication supervision: 16.97% - Water conservancy supervision: 16.03% - Bidding agency: 4.68% - Power exploration: 3.15% - Photovoltaic power generation: 0.51% [1]. Financial Performance - For the first half of 2025, Zhongda An reported a revenue of 302 million CNY, representing a year-on-year decrease of 8.48%. The net profit attributable to the parent company was 1.85 million CNY, down 59.99% compared to the previous year [2]. - Since its A-share listing, Zhongda An has distributed a total of 30.38 million CNY in dividends, with 1.36 million CNY distributed over the past three years [3]. Shareholder Information - As of June 30, Zhongda An had 15,100 shareholders, an increase of 41.65% from the previous period. The average number of circulating shares per person decreased by 29.02% to 7,967 shares [2].

Market Overview - The engineering consulting services sector increased by 0.38% on October 20, with Zhongda An leading the gains [1] - The Shanghai Composite Index closed at 3863.89, up 0.63%, while the Shenzhen Component Index closed at 12813.21, up 0.98% [1] Top Gainers - Zhongda An (300635) closed at 14.25, up 3.64% with a trading volume of 42,000 shares and a turnover of 60.08 million yuan [1] - Taiji Industry (600667) closed at 8.10, up 3.05% with a trading volume of 1.1612 million shares and a turnover of 947 million yuan [1] - Zhubo Design (300564) closed at 16.28, up 2.91% with a trading volume of 32,300 shares and a turnover of 52.18 million yuan [1] Top Losers - Guangzi International (920892) closed at 16.58, down 3.04% with a trading volume of 18,400 shares and a turnover of 30.87 million yuan [2] - Youan Design (300983) closed at 23.89, down 2.53% with a trading volume of 35,200 shares and a turnover of 83.69 million yuan [2] - Huajian Group (600629) closed at 37.21, down 2.34% with a trading volume of 685,700 shares and a turnover of 254 million yuan [2] Fund Flow Analysis - The engineering consulting services sector experienced a net outflow of 198 million yuan from institutional investors, while retail investors saw a net inflow of 156 million yuan [2] - The sector's overall fund flow indicates a mixed sentiment, with institutional investors withdrawing capital while retail investors are actively buying [2][3] Individual Stock Fund Flow - Taiji Industry (600667) had a net inflow of 33.63 million yuan from institutional investors, while retail investors had a net outflow of 13.23 million yuan [3] - Tongji Technology (600846) saw a net inflow of 30.75 million yuan from institutional investors, with a significant net outflow from retail investors of 28.50 million yuan [3] - Zhongjian Design (600720) had a net inflow of 8.43 million yuan from institutional investors, while retail investors experienced a net outflow of 3.47 million yuan [3]

Core Viewpoint - The stock price of Zhongda An has experienced fluctuations, with a year-to-date increase of 41.98% but a recent decline in the last five and twenty trading days [2]. Company Overview - Zhongda An Co., Ltd. is located in Tianhe District, Guangzhou, Guangdong Province, and was established on August 8, 2000, with its listing date on March 31, 2017 [2]. - The company primarily engages in project management services, focusing on engineering supervision, including communication supervision, civil engineering supervision, bidding agency, project construction, and engineering consulting [2]. - The revenue composition of Zhongda An includes: 20.73% from power supervision, 19.72% from civil engineering supervision, 18.20% from consulting and construction, 16.97% from communication supervision, 16.03% from water conservancy supervision, 4.68% from bidding agency, 3.15% from power exploration, and 0.51% from photovoltaic power generation [2]. Financial Performance - As of June 30, Zhongda An reported a total revenue of 302 million yuan for the first half of 2025, representing a year-on-year decrease of 8.48%, while the net profit attributable to shareholders was 1.8478 million yuan, down 59.99% year-on-year [2]. - The company has distributed a total of 30.3829 million yuan in dividends since its A-share listing, with 1.3632 million yuan distributed over the past three years [3]. Market Activity - On October 16, Zhongda An's stock price fell by 2.04%, trading at 13.90 yuan per share, with a total market capitalization of 1.948 billion yuan [1]. - The stock has seen a net inflow of 269,600 yuan from main funds, with large orders accounting for 14.15% of purchases and 13.06% of sales [1].

Core Viewpoint - Zhongda An (300635.SZ) has been fined by the Zhongshan City Urban Management and Comprehensive Law Enforcement Bureau for failing to conduct special inspections on high-risk construction projects, resulting in a fine of 200,000 RMB [1][3]. Company Overview - Zhongda An was officially listed on the Shenzhen Stock Exchange's Growth Enterprise Market in 2017, becoming the first listed company in the engineering supervision sector [5]. - The company specializes in full-process engineering consulting, project management services, and provides various engineering-related services [5][6]. Regulatory Action - The fine was issued on October 10, 2025, under the administrative penalty document number: Yue Zhong Cheng Zhi Fan Zi (2025) No. 65 [1][3]. - The violation involved not conducting special inspections on a mobile operation platform project classified as high-risk, as required by safety management regulations [2][3]. Financial Performance - In the first half of 2025, Zhongda An reported a revenue of 302.08 million RMB, a decrease of 8.48% year-on-year [7]. - The net profit attributable to shareholders was 1.85 million RMB, down 59.99% compared to the previous year [7]. - The basic earnings per share were 0.0133 RMB, reflecting a decline of 60.77% year-on-year [7].

Group 1 - The core viewpoint of the news is that Zhongda An's stock has shown a significant increase in price and trading activity, with a year-to-date increase of 48.31% and a market capitalization of 2.035 billion yuan [1] - As of October 13, Zhongda An's stock price reached 14.52 yuan per share, with a trading volume of 44.3011 million yuan and a turnover rate of 2.60% [1] - The company has experienced a net outflow of main funds amounting to 572,400 yuan, with large single purchases accounting for 17.48% and sales for 18.77% of the total trading volume [1] Group 2 - Zhongda An's main business involves project management services, primarily engineering supervision, with revenue contributions from various sectors including power supervision (20.73%), civil engineering supervision (19.72%), and consulting and agency services (18.20%) [1] - As of June 30, the number of shareholders increased by 41.65% to 15,100, while the average circulating shares per person decreased by 29.02% to 7,967 shares [2] - For the first half of 2025, Zhongda An reported a revenue of 302 million yuan, a year-on-year decrease of 8.48%, and a net profit attributable to shareholders of 1.848 million yuan, down 59.99% year-on-year [2] Group 3 - Since its A-share listing, Zhongda An has distributed a total of 30.3829 million yuan in dividends, with 1.3632 million yuan distributed over the past three years [3]

Market Overview - The engineering consulting services sector increased by 0.96% on October 10, with Huajian Group leading the gains [1] - The Shanghai Composite Index closed at 3897.03, down 0.94%, while the Shenzhen Component Index closed at 13355.42, down 2.7% [1] Top Performers - Huajian Group (600629) closed at 29.74, up 5.09% with a trading volume of 1.0814 million shares and a transaction value of 3.097 billion [1] - Deepwater Planning Institute (301038) closed at 25.76, up 3.87% with a trading volume of 99,500 shares and a transaction value of 256 million [1] - Shenzhen Urban Transport (301091) closed at 34.61, up 2.91% with a trading volume of 149,900 shares and a transaction value of 516 million [1] Underperformers - Hualan Group (301027) closed at 17.80, down 7.34% with a trading volume of 183,800 shares and a transaction value of 336 million [2] - Zhongjie Design (603017) closed at 10.59, down 2.58% with a trading volume of 206,200 shares and a transaction value of 218 million [2] - Taiji Industry (600667) closed at 8.76, down 2.12% with a trading volume of 2.4624 million shares and a transaction value of 2.148 billion [2] Capital Flow - The engineering consulting services sector experienced a net outflow of 265 million from institutional investors, while retail investors saw a net inflow of 225 million [2][3] - The top net inflows from retail investors were observed in Deep City Transport (301091) with a net inflow of 634.58 million [3] - The main net outflows were from Huajian Group (301027) with a net outflow of 466.14 million from retail investors [3]