深城交: 天健会计师事务所（特殊普通合伙）关于南京市城市与交通规划设计研究院股份有限公司业绩承诺完成情况的专项审核报告

Core Viewpoint - The report provides an independent audit conclusion regarding the performance commitment completion of Nanjing Urban and Transportation Planning Design Institute Co., Ltd. for the year 2024, indicating that the company did not meet its profit commitment for that year [2][7]. Group 1: Company Overview - Shenzhen Urban Transportation Planning Design Research Center Co., Ltd. acquired a 61.4759% stake in Nanjing Urban and Transportation Planning Design Institute Co., Ltd. from Nanjing Lvxing Planning Design Consulting Partnership in 2022 [2][5]. - The acquisition was approved during a board meeting on October 24, 2022, with a transaction value based on an asset evaluation of 99.36 million yuan [2][3]. Group 2: Performance Commitment - The performance commitment period for the acquired company spans from 2022 to 2024, with minimum profit commitments set at 13 million yuan for 2022, 15 million yuan for 2023, and 18 million yuan for 2024 [5][7]. - The actual audited net profits for Nanjing Urban and Transportation Planning Design Institute were 13.29 million yuan in 2022 and 15.10 million yuan in 2023, both exceeding their respective commitments [7]. Group 3: Audit Findings - For 2024, the audited net profit was only 2.53 million yuan, falling short of the 18 million yuan commitment, resulting in a cumulative profit of 30.91 million yuan over the three years, which is 67.20% of the total committed profit [7]. - The recovery rate of accounts receivable as of December 31, 2024, was 76.65%, surpassing the agreed threshold of 70% [7].