Core Viewpoint - The document discusses the legal opinions regarding the share issuance by Guangzhou Metro Design Institute Co., Ltd. to acquire 100% equity of Guangzhou Metro Engineering Consulting Co., Ltd. from Guangzhou Metro Group, along with the associated fundraising and related party transactions [1][2]. Group 1: Legal Compliance and Risks - The labor dispatch employment ratio of the target asset exceeded the regulatory limit of 10%, posing a risk of penalties from relevant authorities [3][7]. - Guangzhou Metro Group has committed to bear all losses if the target asset faces penalties or litigation due to labor dispatch issues from January 2023 until the transaction completion [3][10]. - The target asset has previously faced administrative penalties, indicating potential compliance issues [3][11]. Group 2: Audit and Verification Procedures - The law firm conducted thorough verification of legal matters and financial documents, adhering to professional standards and ethical norms [2][3]. - The verification included checking labor dispatch employment ratios, administrative penalties, and compliance with labor laws [6][8]. Group 3: Internal Control Measures - The target asset has implemented internal control measures to ensure compliance with relevant laws and regulations regarding engineering supervision responsibilities [17][28]. - The company has developed various management guidelines and safety protocols to mitigate risks associated with engineering projects [28][29]. Group 4: Incident Management - An incident occurred during a project leading to a serious injury, but the relevant authorities have concluded the investigation without imposing penalties on the engineering consulting company [16][17]. - The company has taken corrective actions and submitted a report to the authorities, demonstrating its commitment to safety and compliance [16][17].
地铁设计: 北京市中伦律师事务所关于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的补充法律意见书（一）