广州地铁设计研究院股份有限公司 关于披露重组报告书暨 一般风险提示性公告

Core Viewpoint - Guangzhou Metro Design Institute Co., Ltd. plans to acquire 100% equity of Guangzhou Metro Engineering Consulting Co., Ltd. from Guangzhou Metro Group through a share issuance and raise supporting funds from no more than 35 specific investors, constituting a related party transaction but not a major asset restructuring [1][2]. Group 1: Transaction Details - The company will issue shares to purchase 100% equity of the target company, with the total transaction price set at 51,110 million yuan [27][55]. - The company aims to raise up to 15,978.58 million yuan through the issuance of shares, which will not exceed 30% of the total share capital after the transaction [31][50]. - The share issuance price is determined to be 12.15 yuan per share, which is not lower than 80% of the average trading price over the previous 120 trading days [36][35]. Group 2: Meeting and Approval Process - The company will hold the second temporary shareholders' meeting of 2025 on June 20, 2025, to discuss the transaction [4][5]. - The transaction requires approval from the shareholders' meeting, Shenzhen Stock Exchange, and registration with the China Securities Regulatory Commission [2][28]. - The meeting will adopt a combination of on-site and online voting methods, with specific voting times outlined [6][16]. Group 3: Performance Commitment and Compensation - Guangzhou Metro Group commits to a net profit of no less than 3,527.77 million yuan, 3,803.46 million yuan, and 4,061.02 million yuan for the years 2025, 2026, and 2027, respectively [58]. - If the actual net profit falls short of the committed amount, Guangzhou Metro Group will compensate the company [57][60]. - The performance commitment period spans three accounting years following the completion of the transaction [58].