Core Viewpoint - The acquisition proposal by Metro Design to purchase 100% equity of Guangzhou Metro Engineering Consulting Co., Ltd. from its controlling shareholder, Guangzhou Metro Group, is under regulatory review and shareholder voting, with a transaction value of 510 million yuan and a remarkable valuation increase of 380.48% for the target company [1][2][7]. Valuation Dispute - The transaction is officially classified as "not constituting a major asset restructuring" and "not constituting a restructuring listing" [2][6]. - The target company's total assets, net assets, and revenue for the end of 2024 represent 8.33%, 18.58%, and 15.83% of the corresponding metrics of the listed company, all below the 50% threshold [2][6]. - Control of the listed company remains unchanged, with Guangzhou Metro Group as the controlling shareholder before and after the transaction [2][6]. - The target company's valuation increased from a book value of 106 million yuan to an assessed value of 511 million yuan, resulting in an increase of 405 million yuan [3][8]. - The valuation is supported by a price-to-earnings ratio of 15.68 and a price-to-book ratio of 4.83, which are considered reasonable compared to comparable transactions [8]. Related Transaction Risks - The target company has a high proportion of related party transactions, with sales from related parties accounting for 51.37%, 42.84%, and 42.25% of revenue for the years 2023, 2024, and the first half of 2025, respectively [4][9]. - The company acknowledges that these related transactions are primarily obtained through bidding and are expected to continue due to industry and market conditions [9]. - There are concerns regarding the effectiveness of internal controls, which could allow the controlling shareholder to influence the target company and potentially harm the interests of the company and its investors [10]. - The target company has previously exceeded the allowable limit for labor dispatch workers, with the number of such workers being 532, 410, and 90 from the end of 2023 to June 2025, representing 43.32%, 33.91%, and 9.05% of total employees, respectively [10]. - The engineering supervision business is heavily concentrated in the Guangdong province, with over 81% of revenue coming from this region from 2023 to June 2025, raising concerns about revenue volatility if market conditions change significantly [5][10].