广州地铁设计研究院发行股份购买资产事项获问询函回复 标的资产业绩可持续性等问题详解

Core Viewpoint - The company has received a review inquiry from the Shenzhen Stock Exchange regarding its asset acquisition and fundraising application, with a special audit confirming the sustainability of the target assets' main business and the fairness of pricing for overseas operations and related transactions [1] Group 1: Performance and Market Position - The target assets primarily provide engineering supervision and technical services in urban rail transit, municipal, and construction sectors, with over 80% of revenue concentrated in the rail transit field during the reporting period [2] - Revenue from the rail transit sector accounted for 81.02%, 82.20%, and 84.84% in 2023, 2024, and the first half of 2025, respectively, while municipal construction contributed about 10% [2] - The company has a strong market presence in Guangdong Province, with provincial revenue shares of 82.01% and 75.61% during the reporting period, and overseas revenue from Macau increasing to 12.09% in 2024 [2] - Fixed asset investment in Guangdong's rail transit sector grew from 38.53 billion to 55.56 billion yuan from 2013 to 2024, with a compound annual growth rate of 3.38% [2] Group 2: Financial Health and Asset Management - As of June 2025, the company's contract assets were valued at 194.49 million yuan, representing 29.68% of current assets, with 82.24% of these assets due within one year [4] - The company has maintained a low impairment provision of 9.50%, significantly below the industry average of 24.62%, due to a lower proportion of long-term contract assets [4] Group 3: Related Transactions and Pricing - The proportion of related party transactions has decreased from 51.37% to 42.25%, with sales to the controlling shareholder dropping from 42.61% to 29.24% [5] - The average fee rate for related engineering supervision projects is 1.45%, comparable to 1.37% for non-related projects, indicating fair pricing practices [5] Group 4: Fundraising and R&D Investment - The company has adjusted its fundraising plans to supplement working capital and repay debts, with available funds of 946.65 million yuan by the end of 2024 [7] - R&D expenses as a percentage of revenue are above the industry average, with 3.78%, 3.91%, and 3.58% for 2023 to 2025, respectively, reflecting the high technical barriers in the rail transit sector [7]