广州地铁设计研究院回复深交所问询 详解收购工程咨询公司必要性与评估合理性

Core Viewpoint - The acquisition of Guangzhou Metro Engineering Consulting Co., Ltd. by Guangzhou Metro Design Institute Co., Ltd. aims to enhance the company's capabilities in the full-process engineering consulting market, addressing compliance issues and demonstrating the commercial rationale for the transaction [1][2][4]. Transaction Necessity - The primary goal of the acquisition is to fill gaps in qualifications and capabilities in engineering supervision and project management, creating a comprehensive service system covering "planning consulting - surveying and design - engineering supervision - project management" [2]. - The domestic full-process engineering consulting market is projected to grow from 147.2 billion yuan in 2021 to 577.7 billion yuan by 2025, with a compound annual growth rate of 40.8% [2]. - The transaction will enable both companies to form a consortium for bidding on projects, enhancing collaboration and efficiency [2]. Labor Compliance - The historical issue of excessive labor dispatching has been rectified, reducing the proportion of dispatched workers to 9.05% as of June 2025, down from a peak in 2021 [3]. - The company has implemented measures such as converting dispatched workers to formal employees and outsourcing certain tasks, ensuring compliance with labor regulations [3]. - The average labor cost per person has slightly increased from 11,467 yuan/month in 2024 to 11,862 yuan/month in 2025, with overall gross margin remaining stable [3]. Valuation Rationale - The 100% equity valuation of the engineering consulting company is 511 million yuan, representing a 380.48% increase over its book net assets [4]. - The high valuation is attributed to the company's light asset operating model, with minimal fixed assets and a high dividend payout ratio [4]. - The company's projected earnings and return on equity indicate strong operational advantages, with a net asset return rate of 31.74%, significantly higher than the industry average of 6.61% [4]. Market Expansion - The company plans to focus on the Guangdong-Hong Kong-Macao Greater Bay Area while also expanding into national and overseas markets [5]. - The share of new contracts from external markets reached 37.85% in the first nine months of 2025, with plans to enter markets in Vietnam and Singapore [5]. - Following the acquisition, the engineering consulting company will become a wholly-owned subsidiary, allowing for shared technological resources and enhanced collaboration in key areas [5].