证券简称：中达安 股票代码：300635 中达安股份有限公司 Sino Daan Co., Ltd. （注册地址：广州市白云区沙太南路 668 号之二 901-903 房） 募集说明书 保荐人（主承销商） （安徽省合肥市梅山路 18 号） 二〇二五年八月 中达安股份有限公司 募集说明书 发行人声明 发行人及董事会全体成员保证本募集说明书内容真实、准确、完整，并确 认不存在虚假记载、误导性陈述或重大遗漏。 公司负责人、主管会计工作负责人及会计机构负责人（会计主管人员）保 证募集说明书中财务会计报告真实、完整。 证券监督管理机构及其他政府部门对本次发行所作的任何决定，均不表明 其对发行人所发行证券的价值或者投资人的收益作出实质性判断或者保证。任 何与之相反的声明均属虚假不实陈述。 根据《证券法》的规定，证券依法发行后，发行人经营与收益的变化，由 发行人自行负责，由此变化引致的投资风险，由投资者自行负责。 中达安股份有限公司 募集说明书 重大事项提示 一、重大风险提示 对公司核心竞争力、经营稳定性及未来发展可能产生重大不利影响的因素 及审批风险、股票价格波动的风险及净资产收益率和每股收益摊薄风险请参见 本募集说明书 ...

据证券之星公开数据整理，近期地铁设计(003013)发布2025年中报。截至本报告期末，公司营业总收入 13.17亿元，同比上升5.31%，归母净利润2.21亿元，同比上升6.58%。按单季度数据看，第二季度营业 总收入7.4亿元，同比上升15.76%，第二季度归母净利润1.66亿元，同比上升60.73%。本报告期地铁设 计盈利能力上升，毛利率同比增幅0.62%，净利率同比增幅0.51%。 本次财报公布的各项数据指标表现尚佳。其中，毛利率36.74%，同比增0.62%，净利率16.89%，同比增 0.51%，销售费用、管理费用、财务费用总计1.3亿元，三费占营收比9.84%，同比增4.43%，每股净资产 6.84元，同比增13.91%，每股经营性现金流-1.28元，同比增12.65%，每股收益0.54元，同比增3.85% | 项目 | 2024年中报 | 2025年中报 | 同比增幅 | | --- | --- | --- | --- | | 营业总收入(元) | 12.51亿 | 13.17 乙 | 5.31% | | 归母净利润（元） | 2.07亿 | 2.21亿 | 6.58% | | 扣非净利润(元 ...

Core Viewpoint - The company is undergoing a significant asset acquisition and capital raising process, with a focus on enhancing its engineering consulting capabilities through the purchase of 100% equity in a target company, which is expected to improve its operational efficiency and market competitiveness [1][8]. Assessment Summary Evaluation Methodology - The asset valuation for the target company was conducted using both the asset-based approach and the income approach, resulting in a valuation of 51,110 million yuan under the income approach, reflecting an increase of 40,472.67 million yuan, or a growth rate of 380.48% [2]. - The asset-based approach yielded a total equity value of 18,576.22 million yuan, indicating a significant discrepancy between the two valuation methods [2]. Financial Performance and Projections - The target company's engineering supervision business accounts for approximately 50%-60% of total revenue, with a projected revenue decline of 13% in 2024 compared to 2023, primarily due to a decrease in income from metro protection consulting services [2]. - The project management business is expected to grow due to winning a significant project worth approximately 301 million yuan (excluding tax) for the design and construction of the Macau Light Rail East Line [2]. Cost Structure and Profitability - The company has experienced a slight decline in gross profit margins compared to industry averages, particularly in the engineering supervision segment, which is attributed to a significant drop in contract prices for metro protection services [4]. - The average salary for production personnel in the company is higher than the regional average, indicating a competitive labor cost structure [16][17]. Market Environment and Strategic Outlook - The urban rail transit industry in China is transitioning towards high-quality development, with sustained investment expected to continue, maintaining a favorable outlook for the engineering consulting sector [6][7]. - The company aims to expand its market presence beyond Guangdong Province, leveraging its technical expertise and project experience to penetrate other regions and international markets [10][11]. Future Revenue and Order Forecast - The company has a substantial backlog of contracts, with a total of 175,281.79 million yuan in hand contracts as of the end of 2024, indicating a strong revenue pipeline [11]. - The projected new contract income for various business segments shows a cautious growth trajectory, with engineering supervision expected to generate significant new contracts in the coming years [12][13].

Summary of Key Points Core Viewpoint The Guangzhou Metro Design Institute Co., Ltd. plans to issue shares to acquire 100% equity of Guangzhou Metro Engineering Consulting Co., Ltd. from Guangzhou Metro Group, along with raising supporting funds. This transaction aims to enhance the company's service offerings in urban rail transit and project management. Group 1: Transaction Overview - The transaction involves issuing shares to purchase assets and raising supporting funds, with a total transaction price of 511.10 million yuan [8]. - The target company, Guangzhou Metro Engineering Consulting Co., Ltd., specializes in engineering supervision, project management, and technical consulting services related to urban rail transit [8]. - The transaction is expected to create synergies by integrating the engineering supervision and project management services into the company's existing offerings [12]. Group 2: Financial Impact - Post-transaction, the total assets of the company are projected to increase from 613,563.83 million yuan to 650,489.96 million yuan, reflecting a 6.02% growth [12]. - The company's operating income is expected to rise by 15.42%, from 274,796.82 million yuan to 317,178.24 million yuan [12]. - The net profit attributable to shareholders is anticipated to increase by 6.68%, from 49,192.76 million yuan to 52,477.76 million yuan [12]. Group 3: Shareholder Structure - After the transaction, Guangzhou Metro Group's shareholding will increase from 76.17% to 78.47%, maintaining its status as the controlling shareholder [14]. - The total number of shares will increase to 452,122,956, with the issuance of 43,796,058 new shares [14]. Group 4: Fundraising Details - The company plans to raise up to 159.79 million yuan in supporting funds, with 79.97% allocated for supplementing working capital and debt repayment [10]. - The remaining 20.03% will be used for the construction of a testing and inspection laboratory [10]. Group 5: Governance and Compliance - The company has committed to strict compliance with information disclosure obligations and related legal procedures throughout the transaction process [16]. - The board of directors has ensured that related party transactions are conducted fairly, with independent directors reviewing the transaction prior to board approval [16]. Group 6: Performance Commitments - The transaction includes performance commitments and compensation arrangements to mitigate the impact of potential earnings dilution for shareholders [18]. - The company has outlined measures to enhance operational efficiency and governance structure post-transaction to protect investor interests [18].

Core Viewpoint - The company is responding to an inquiry from the Shenzhen Stock Exchange regarding its plan to acquire 100% of the equity of Guangzhou Metro Engineering Consulting Co., which is a related party transaction aimed at enhancing its comprehensive engineering consulting services and operational efficiency [1][3]. Group 1: Transaction Background and Necessity - The transaction involves the acquisition of Guangzhou Metro Engineering Consulting Co. from the controlling shareholder, Guangzhou Metro Group, which will help the company integrate its engineering consulting services [3]. - The acquisition is expected to increase the company's asset-liability ratio and dilute earnings per share [3]. - The company aims to provide a more integrated service by sharing customer resources and sales channels with the acquired entity [3][4]. Group 2: Synergy and Integration - Both the company and the target asset have similar order acquisition methods, primarily through bidding and direct commissioning, indicating potential synergy [4][7]. - The existing customer bases of both companies overlap significantly, allowing for shared maintenance of clients and reduced costs [16][17]. - The transaction will enable the company to offer a full range of engineering consulting services, enhancing project execution efficiency and reducing costs [19][28]. Group 3: Financial Impact - The transaction is projected to increase total assets by 6.02% and total liabilities by 7.95%, with a corresponding increase in revenue and net profit [25][26]. - The basic earnings per share are expected to decrease by 4.88% post-transaction, indicating a short-term dilution of returns [26][27]. - The asset-liability ratio will slightly increase by 0.98 percentage points, but overall financial health remains stable [27][31]. Group 4: Strategic Development - The acquisition will enhance the company's competitive edge in the engineering consulting sector, particularly in urban rail transit and municipal projects [28][29]. - The company plans to utilize the acquired company's project management expertise to improve its overall operational capabilities and expand its service offerings [15][20]. - The integration of technical resources and expertise from both companies is expected to accelerate innovation and improve project delivery efficiency [21][22].

Core Viewpoint - The transaction involves Guangzhou Metro Design Institute Co., Ltd. acquiring 100% equity of Guangzhou Metro Engineering Consulting Co., Ltd. from its controlling shareholder, Guangzhou Metro Group, which constitutes a related party transaction. This acquisition aims to enhance the company's comprehensive engineering consulting services and improve operational efficiency through resource sharing and business integration [2][3][11]. Group 1: Transaction Background and Necessity - The transaction is essential for the company to provide integrated engineering consulting services across the entire project lifecycle, thereby enhancing market competitiveness [3][14]. - The acquisition will lead to an increase in the company's asset-liability ratio and dilute earnings per share [3][27]. - The company and the target asset share similar order acquisition methods, primarily through bidding and direct commissioning, indicating potential synergies [3][7]. Group 2: Financial Impact - The transaction is projected to increase total assets from approximately 613.56 million yuan to 650.49 million yuan, a change of 6.02% [26]. - The company's total liabilities will rise from 329.97 million yuan to 356.19 million yuan, reflecting a 7.95% increase [27]. - The estimated operating revenue will grow from 274.80 million yuan to 317.18 million yuan, representing a 15.42% increase [27]. Group 3: Synergy and Integration - Post-transaction, the company will integrate engineering supervision and project management into its service offerings, creating a full-chain engineering consulting business [15][19]. - The combined entity will leverage shared customer resources and sales channels, enhancing marketing effectiveness and reducing maintenance costs [17][29]. - The transaction will facilitate the sharing of technical resources, improving project execution efficiency and overall service quality [21][24]. Group 4: Market Position and Competitive Advantage - Both the company and the target focus on urban rail transit, sharing a similar customer base, which allows for mutual customer maintenance and resource sharing [16][18]. - The company is positioned as a leading player in the urban rail transit consulting sector, with strong market competitiveness due to its comprehensive qualifications and experience [11][20]. - The acquisition will enhance the company's ability to undertake complex engineering projects, thereby increasing its market share and operational scale [29][30].

Group 1 - The report provides a comprehensive overview of the development dynamics and future scale predictions for the Chinese engineering bidding agency industry from 2025 to 2031 [1][3] - It includes a detailed analysis of the macro environment affecting the industry, including policy, economic, social, and technological factors [4][5][6] - The report outlines the classification of engineering bidding agencies based on qualifications and business undertakings [4][5] Group 2 - The macroeconomic analysis highlights China's GDP growth, industrial structure, and fixed asset investment trends, which are crucial for the engineering bidding agency sector [5][6] - The report discusses the impact of national policies and regulations on the engineering bidding agency industry, including the regulatory framework and self-regulatory organizations [4][5] - It also examines the correlation between the development of the engineering bidding agency industry and macroeconomic indicators [5][6] Group 3 - The global engineering bidding agency industry is analyzed, including its historical development, current status, and regional market trends [6][7] - Key case studies of major global players such as AECOM and Fluor are presented, along with their market strategies and competitive landscapes [6][7] - The report forecasts future trends and market prospects for the global engineering bidding agency industry, considering the impact of the COVID-19 pandemic [6][7] Group 4 - The report provides a panoramic analysis of the market participants in the Chinese engineering bidding agency industry, including the types of agencies and their entry methods [8][9] - It includes an analysis of the characteristics of registered enterprises in the industry, such as the number of new registrations and capital distribution [8][9] - The financial performance of the industry is assessed, including revenue analysis and profitability levels [8][9] Group 5 - The competitive landscape of the Chinese engineering bidding agency industry is examined, including market concentration and competitive dynamics [10][11] - The report discusses investment trends, mergers, and acquisitions within the industry, highlighting significant events and their implications [10][11] - It also analyzes the challenges and pain points faced by the industry, providing insights into market pricing and operational difficulties [10][11] Group 6 - The report outlines the value chain and cost structure of the engineering bidding agency industry, providing insights into pricing mechanisms [12][13] - It discusses the demand analysis for various types of bidding services, including engineering design, project supervision, and construction bidding [12][13] - The strategic positioning of the industry in various application markets is also analyzed, including construction and public works [12][13] Group 7 - A SWOT analysis of the Chinese engineering bidding agency industry is included, assessing its strengths, weaknesses, opportunities, and threats [14][15] - The report predicts the industry's development potential and future trends over the next five years, focusing on competitive and demand trends [14][15] - Investment strategies and recommendations for entering or exiting the industry are provided, along with insights into sustainable development practices [14][15]

Core Points - The company has signed a comprehensive engineering consulting service contract for the Hebei Handan Million Chicken Agricultural Technology Industrial Park, with a total contract value of 175.44 million yuan [1][2][4] - The project involves various consulting services including project management, engineering surveying, planning and design, supervision, cost consulting, bidding agency, financing consulting, and other specialized evaluation consulting [1][2] - The company will undertake a portion of the contract amounting to 131.05 million yuan, which represents 1.07% of the company's projected total revenue for 2024 [4] Contract Details - The contract is between Shenzhen Chenkai Investment Holdings Co., Ltd. as the client and a consortium led by Beijing Xing International Engineering Management Co., Ltd. [2][3] - The service period extends from the signing of the contract until the project completion and acceptance [3] - The consortium members are jointly responsible for providing the consulting services and bear joint liability [3] Impact on the Company - The execution of this contract is expected to enhance the company's professional technical level, comprehensive performance capabilities, and market expansion ability in the domestic engineering consulting sector [4] - The project is significant in scale and contract value, indicating the company's strong position in the engineering consulting industry [4]

Core Viewpoint - The announcement discusses the potential dilution of immediate returns due to the issuance of A-shares to specific investors, along with measures to mitigate this impact and commitments from relevant parties [1][5][11]. Financial Impact - The issuance will increase the total share capital from 14,013.40 million shares to 18,217.42 million shares [2]. - Under three scenarios for 2025 net profit, the diluted earnings per share (EPS) will be affected as follows: - Scenario 1 (net profit unchanged): Basic EPS will decrease from -0.36 to -0.34 [2][4]. - Scenario 2 (net profit decreases by 10%): Basic EPS will decrease from -0.36 to -0.38 [3][4]. - Scenario 3 (net profit increases by 10%): Basic EPS will improve from -0.36 to -0.30 [4]. Necessity and Feasibility of Issuance - The issuance aims to support business expansion and technological integration, enhancing the company's overall strength and market share [6][7]. - The funds raised will alleviate working capital pressure and improve the company's financial structure, reducing the debt ratio from 71.05% [6][7]. Measures to Mitigate Dilution Risk - The company will implement a robust fund management system to ensure effective use of raised capital, adhering to legal regulations [8][9]. - The governance structure will be strengthened to enhance internal controls and operational efficiency [9]. - A profit distribution policy will be established to ensure reasonable returns for shareholders, particularly small investors [9]. Commitments from Relevant Parties - The controlling shareholder and actual controller have committed to not interfering with the company's management and to fulfill the measures to mitigate dilution [11][12]. - The board of directors and senior management have also made commitments to protect the company's interests and ensure compliance with regulations [11][12].

Core Viewpoint - The company, Zhongda An Co., Ltd., has signed a conditional share subscription agreement with Xiamen Jianxi, which will lead to a change in control of the company as Xiamen Jianxi will become the controlling shareholder after the issuance of shares [1][2]. Summary by Sections 1. Overview of Related Transactions - Zhongda An plans to issue up to 42,040,200 shares to Xiamen Jianxi for a total cash subscription amount not exceeding 365.75 million yuan, which is less than 30% of the company's total share capital before the issuance [1][2]. 2. Change in Control - Following the issuance, Xiamen Jianxi will become the controlling shareholder, and Wang Li will be the actual controller of the company [2]. 3. Related Party Information - Xiamen Jianxi was established on May 10, 2024, with a registered capital of 151 million yuan. As of December 31, 2024, it reported total assets of 0.05 million yuan and a net asset of -0.30 million yuan [3][4]. 4. Issuance Details - The issuance price is set at 8.70 yuan per share, which is not lower than 80% of the average trading price over the 20 trading days prior to the pricing benchmark date [4][5]. 5. Purpose and Impact of the Transaction - The funds raised will be used to supplement working capital and repay debts, which will alleviate operational pressure and enhance the company's financial strength. The company aims to optimize its capital structure and reduce its debt level, which was 71.05% as of March 31, 2025 [14][15]. 6. Approval Process - The transaction requires approval from the higher authorities, including the shareholders' meeting, regulatory bodies, and the Shenzhen Stock Exchange, before it can be implemented [2][16]. 7. Related Transactions in the Current Year - There have been no other related transactions between Zhongda An and Xiamen Jianxi since the beginning of the year until the date of this announcement [15]. 8. Review Procedures - The independent directors, board of directors, and supervisory board have all approved the agreement related to the share issuance [15][16].