国元证券股份有限公司 关于中达安股份有限公司 之 发行保荐书 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 声 明 国元证券股份有限公司（以下简称"国元证券""保荐机构""本保荐机构" 或"保荐人"）接受中达安股份有限公司（以下简称"中达安""发行人"或"公 司"）委托，担任其向特定对象发行股票的保荐机构，为本次发行出具发行保荐 书。 保荐机构及指定的保荐代表人根据《中华人民共和国公司法》 （以下简称"《公 司法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）、《上市 公司证券发行注册管理办法》（以下简称"《注册管理办法》"）、《〈上市公 司证券发行注册管理办法〉第九条、第十条、第十一条、第十三条、第四十条、 第五十七条、第六十条有关规定的适用意见——证券期货法律适用意见第 18 号》 （以下简称"《适用意见第 18 号》"）等有关法律、法规和中国证券监督管理 委员会（以下简称"中国证监会"）、深圳证券交易所（以下简称"深交所"） 的有关规定，诚实守信，勤勉尽责，严格按照依法制订的业务规则、行业执业规 范和道德准则出具发行保荐书，并保证所出具文件的真实性、准确性和完整性。 若 ...

国元证券股份有限公司 关于 中达安股份有限公司 之 二〇二五年八月 声明 国元证券股份有限公司（以下简称"国元证券""保荐机构""本保荐机构" 或"保荐人"）接受中达安股份有限公司（以下简称"中达安""发行人"或 "公司"）的委托，担任中达安 2025 年度向特定对象发行 A 股股票的保荐机构。 保荐机构和保荐代表人已根据《中华人民共和国公司法》（以下简称"《公 司法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）、《证券 发行上市保荐业务管理办法》 《上市公司证券发行注册管理办法》 上市保荐书 保荐人（主承销商） （安徽省合肥市梅山路 18 号） 六、保荐机构关于发行人是否已就本次证券发行上市履行了《公司法》《证券法》 一、发行人基本情况 （一）发行人概况 公司全称 中达安股份有限公司 英文名称 SinoDaan Co., Ltd. 股票简称 中达安 股票代码 300635.SZ 股票上市地 深圳证券交易所 成立日期 2000 年 8 月 8 日 上市时间 2017 年 3 月 31 日 注册地址 广州市白云区沙太南路 668 号之二 901-903 房 法定代表人 陈天宝 注册资本 14,013 ...

Core Viewpoint - Zhongda An has terminated the acquisition of 100% equity in Shandong Liuhou due to changes in business operations, which led to the original shareholders' inability to meet the profit conditions set in the agreements [1][2]. Group 1: Acquisition Details - Zhongda An announced the termination of the acquisition agreement signed in August 2024 and the supplementary agreement signed in February 2025 [1]. - The company intended to acquire Shandong Liuhou for no more than 5.5 million yuan to enhance its information technology business and market competitiveness [1]. - The original shareholders indicated they could not achieve the net profit target of 1.5 million yuan for 2025, triggering the buyback conditions [2]. Group 2: Company Background - Zhongda An was established on October 18, 1998, and was listed on the Shenzhen Stock Exchange's Growth Enterprise Market on March 31, 2017, primarily engaged in engineering supervision [2]. - The company has experienced a decline in performance since 2019, with a net profit loss for three consecutive years, including a loss in the first quarter of this year [2]. Group 3: Financial Performance - In 2024, Zhongda An reported a total revenue of 688.2 million yuan, a decrease from 705.47 million yuan in 2023 [3]. - The company recorded a net loss attributable to shareholders of 49.35 million yuan in 2024, compared to a profit of 2.63 million yuan in 2023 [3]. - As of August 18, the company's market capitalization was approximately 2.039 billion yuan [3].

Core Viewpoint - Zhongda An announced the termination of the acquisition of 100% equity in Shandong Liuhou due to changes in business operations and the inability of the original shareholders to meet the profit conditions set in the agreements [2][3]. Group 1: Acquisition Details - Zhongda An had planned to acquire Shandong Liuhou for no more than 5.5 million yuan, aiming to enhance its information technology business and market competitiveness [2]. - The acquisition agreement was signed on August 8, 2024, and a supplementary agreement was made on February 24, 2025, after which the necessary business registration changes were completed [2]. Group 2: Business Performance - Since 2019, Zhongda An has experienced a decline in performance, leading to three consecutive years of losses by 2024, with the first quarter of this year also showing losses [4]. - The company's total revenue in 2024 was approximately 688.27 million yuan, down from 705.47 million yuan in 2023, reflecting a year-on-year decrease of 2.43% [5]. - The net profit attributable to shareholders was a loss of approximately 49.36 million yuan in 2024, compared to a profit of 2.63 million yuan in 2023 [5]. Group 3: Market Position - As of August 18, 2023, Zhongda An's market capitalization was approximately 2.039 billion yuan, indicating a recent recovery in stock price but still reflecting overall financial struggles [6].

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].

Core Viewpoint - The document discusses the legal opinions regarding the share issuance by Guangzhou Metro Design Institute Co., Ltd. to acquire 100% equity of Guangzhou Metro Engineering Consulting Co., Ltd. from Guangzhou Metro Group, along with the associated fundraising and related party transactions [1][2]. Group 1: Legal Compliance and Risks - The labor dispatch employment ratio of the target asset exceeded the regulatory limit of 10%, posing a risk of penalties from relevant authorities [3][7]. - Guangzhou Metro Group has committed to bear all losses if the target asset faces penalties or litigation due to labor dispatch issues from January 2023 until the transaction completion [3][10]. - The target asset has previously faced administrative penalties, indicating potential compliance issues [3][11]. Group 2: Audit and Verification Procedures - The law firm conducted thorough verification of legal matters and financial documents, adhering to professional standards and ethical norms [2][3]. - The verification included checking labor dispatch employment ratios, administrative penalties, and compliance with labor laws [6][8]. Group 3: Internal Control Measures - The target asset has implemented internal control measures to ensure compliance with relevant laws and regulations regarding engineering supervision responsibilities [17][28]. - The company has developed various management guidelines and safety protocols to mitigate risks associated with engineering projects [28][29]. Group 4: Incident Management - An incident occurred during a project leading to a serious injury, but the relevant authorities have concluded the investigation without imposing penalties on the engineering consulting company [16][17]. - The company has taken corrective actions and submitted a report to the authorities, demonstrating its commitment to safety and compliance [16][17].

Core Viewpoint - The company, Zhongda An, has signed a conditional share subscription agreement with Xiamen Jianxi, which will lead to a change in the controlling shareholder and actual controller of the company [1][2][3] Group 1: Transaction Overview - Zhongda An plans to issue A-shares to Xiamen Jianxi, with a maximum of 42,040,200 shares, representing 23.08% of the total shares post-issuance [2][4] - Prior to this issuance, Xiamen Jianxi did not hold any shares in Zhongda An, and the transaction will result in a reduction of the current controlling shareholder's stake to 7.70% [2][3] - The new actual controller will be Wang Li, who is associated with Beijing Hedaxin Holding Group, focusing on the new energy and pharmaceutical sectors [2][3] Group 2: Background and Purpose - Xiamen Jianxi aims to acquire control of Zhongda An based on confidence in the company's intrinsic value and future prospects [2][3] - The strategic direction of Xiamen Jianxi aligns with national "dual carbon" goals, emphasizing technology-driven green industry development [2][3] Group 3: Approval and Regulatory Requirements - The issuance of shares requires approval from relevant regulatory authorities, including the company’s shareholders' meeting, Shenzhen Stock Exchange, and the China Securities Regulatory Commission [3][11] - The completion of the transaction is subject to uncertainties regarding the approval process and timeline [3][11] Group 4: Financial Information of Xiamen Jianxi - As of December 31, 2024, Xiamen Jianxi reported total assets of 0.05 million and a net asset of -0.30 million, with no revenue and a net loss of -0.30 million for the year [4]

Core Viewpoint - The company plans to issue shares to a specific group, which will result in a change of control, with Xiamen Jianxi becoming the controlling shareholder and Wang Li as the actual controller [11][16]. Group 1: Issuance Details - The issuance price is set at 8.70 yuan per share, which is not less than 80% of the average trading price over the previous 20 trading days [12][13]. - The total number of shares to be issued will not exceed 42,040,200 shares, accounting for 30% of the company's total share capital before the issuance [12][13]. - The total amount of funds raised from this issuance is expected to be no more than 365.75 million yuan, which will be used entirely to supplement working capital and repay debts [14][31]. Group 2: Company Background and Business Strategy - The company focuses on comprehensive engineering consulting services across various sectors, including energy, information technology, water conservancy, construction, and municipal projects [10][31]. - The company aims to enhance its market share and optimize its business layout by integrating various services such as engineering consulting, design, and project management [10][31]. - The company is adapting to national policies and industry trends, particularly in areas like digital infrastructure, green buildings, and the dual carbon goals, which are expected to create significant market opportunities [7][8]. Group 3: Financial Position and Future Outlook - As of March 31, 2025, the company's asset-liability ratio stands at 71.05%, indicating a need for improved capital structure [10]. - The funds raised from this issuance will help alleviate working capital pressure and enhance the company's debt repayment capacity, thereby supporting future business development [10][31]. - The company is committed to continuous investment in technology and service upgrades to maintain its competitive edge in the market [10][31].

Group 1 - Xi Jinping met with New Zealand Prime Minister Chris Hipkins, indicating a focus on strengthening bilateral relations [2] - Li Qiang held talks with New Zealand Prime Minister Chris Hipkins, emphasizing cooperation [3] - Li Qiang stressed the importance of innovation-driven development during a research visit in Jiangsu, aiming to expand effective demand and promote sustained economic growth [4] Group 2 - The provincial committee held a meeting to convey Xi Jinping's important speeches and directives, discussing implementation strategies [5] - The Vice Governor of Sichuan emphasized the integration of education and technology to support national strategies and promote high-quality development [5] - The National Engineering Supervision Industry Development Conference was held in Beijing, focusing on engineering supervision reform and the integration of digital technology [5] Group 3 - Qinghai issued implementation opinions to accelerate the construction of star-rated green buildings, outlining specific requirements for planning, construction, and operation [6] - Xi'an released measures to promote a stable and healthy real estate market, focusing on land planning, financial support, and market activity [6] - A safety training session for construction enterprise leaders was organized in Chengdu, attended by over 170 participants [6] Group 4 - Panzhihua City held a safety production meeting to analyze the current safety situation in the construction industry and set goals for 2025 [7] - Mianyang issued a plan for the green building materials industry chain from 2025 to 2030, aiming to enhance the quality and collaboration of the building materials sector [7] - Neijiang established a supply list of major building material enterprises and a demand list for ongoing and planned projects in the construction sector [7] Group 5 - Yibin held a training session for rural construction guides, focusing on quality and safety in self-built houses [8] - Meishan introduced an intelligent electricity strategy in urban lighting, aiming to reduce energy consumption by over 30% [8]

Group 1 - The Guangzhou Pearl River Industrial Group announced the completion of the pile foundation construction for the first phase of the Guangzhou Grain and Oil Food Industry Park, marking a transition to the main structural construction phase [2] - The project covers a total construction area of 128,300 square meters and plans to build four warehouses with a total storage capacity of approximately 511,100 tons, along with 63 silos and supporting facilities [2] - The completed project aims to introduce modern production facilities, advanced industry standards, and smart management technologies, addressing the high-standard grain storage gap in Guangzhou and setting a new benchmark for the integration of the grain supply chain in the Greater Bay Area [2] Group 2 - The project faced geological challenges such as granite boulders, soft soil layers, and sudden drops in underground rock surfaces, which were addressed using Building Information Modeling (BIM) to visualize the complex geological structure [3] - The construction team implemented a "one pile, one table" system to meticulously record pile data and conducted 24-hour supervision to enhance construction efficiency, successfully completing all pile foundation pouring within 90 days [3] - The use of advanced drilling techniques allowed for a 40% reduction in the time required for single pile formation, optimizing the construction and management processes [3]