一、主要会计数据和财务指标 | 报告期指标 | 2024年年报 | 2023年年报 | 本年比上年增减(%) | 2022年年报 | | --- | --- | --- | --- | --- | | 基本每股收益（元） | 0.4953 | 0.6632 | -25.32 | 0.6004 | | 每股净资产（元） | 8.24 | 7.76 | 6.19 | 6.92 | | 每股公积金(元) | 3.67 | 3.68 | -0.27 | 2.79 | | 每股未分配利润(元) | 3.40 | 2.97 | 14.48 | 3.01 | | 每股经营现金流(元) | - | - | - | - | | 营业收入(亿元) | 19.77 | 23.89 | -17.25 | 25.2 | | 净利润(亿元) | 2.3 | 2.54 | -9.45 | 2.26 | | 净资产收益率(%) | 6.13 | 9.01 | -31.96 | 8.94 | 10派0.8元(含税) 前十大流通股东累计持有： 25876.09万股，累计占流通股比： 55.67%，较上期变化： -512.28万 股。 | 名称 ...

Core Insights - The company experienced significant declines in both revenue and net profit, with net profit decreasing by 169.80% year-on-year, and financial expenses increasing by 304.66% [1] Financial Performance Summary - Revenue for 2024 was 604,947,226.34 yuan, a decrease of 13.67% year-on-year, attributed to the downturn in the real estate market and macroeconomic conditions [2] - The engineering design revenue was 401,972,570.60 yuan, accounting for 66.45% of total revenue, down 10.33% year-on-year; land space planning revenue was 88,169,734.89 yuan, down 22.25%; engineering general contracting management revenue was 30,255,980.69 yuan, down 41.26%; and engineering consulting revenue was 27,548,014.89 yuan, down 51.00% [2] Profitability Analysis - The net profit attributable to shareholders was -13,796,049.28 yuan, compared to 19,765,807.88 yuan in 2023, a decline of 169.80% [3] - The major reasons for the loss included a significant provision for impairment, with credit impairment provisions at 121,841,732.10 yuan and asset impairment provisions at 13,099,994.99 yuan [3] Cost Management and Efficiency - Sales expenses for 2024 were 8,909,686.54 yuan, down 47.70% year-on-year due to reduced sales personnel compensation and cost control measures [4] - Management expenses were 82,294,750.17 yuan, down 17.84% year-on-year, influenced by similar factors [4] - Financial expenses increased to 6,973,726.04 yuan from -3,407,406.07 yuan the previous year, a rise of 304.66%, primarily due to increased interest expenses from long-term loans and financing leases [4] - R&D expenses were 20,802,825.84 yuan, down 8.55%, indicating a stable focus on technology innovation despite a slight decrease [4] Cash Flow Analysis - Net cash flow from operating activities was 73,644,543.51 yuan, up 143.60% year-on-year, reflecting improved cash collection from sales [5] - Net cash flow from investing activities was -203,700,721.92 yuan, indicating significant outflows for long-term asset acquisitions [5] - Net cash flow from financing activities was 128,390,701.48 yuan, up 34.64% year-on-year, due to increased borrowing [5] Risk and Opportunity Analysis - Accounts receivable risk remains, with a balance of 1,150,474,979.78 yuan and provisions for bad debts at 382,938,056.08 yuan [6] - The company faces challenges in talent acquisition and technology innovation, with a need for skilled personnel in emerging business areas [7] - Despite challenges, the company is expanding its photovoltaic and energy-saving businesses, with a significant increase in new energy design projects and contracts [7]

Financial Performance - The company reported a basic earnings per share of -0.6800 yuan for 2024, a decrease of 283.78% compared to 0.3700 yuan in 2023 [1] - The total revenue for 2024 was 15.01 billion yuan, down 34.97% from 23.08 billion yuan in 2023 [1] - The net profit for 2024 was -2.22 billion yuan, representing a decline of 285% from a profit of 1.2 billion yuan in 2023 [1] - The return on equity for 2024 was -7.94%, a significant drop from 4.11% in 2023 [1] Shareholder Structure - The top ten unrestricted shareholders collectively hold 16,416.49 million shares, accounting for 50.71% of the circulating shares, with an increase of 1.788 million shares compared to the previous period [1] - The largest shareholder, Henan Jiaoyuan Investment Holding Co., Ltd., holds 10,833.62 million shares, representing 33.46% of the total share capital, with no change [2] - New entrants to the top ten shareholders include Zhang Ming and Luo Hongwen, while Yang Hongbing has exited the list [2] Dividend Policy - The company has announced no distribution or capital increase for the current period [1]

3月31日公司发布的2024年报数据显示，2024年公司共实现营业收入84.81亿元，同比下降6.38%，实现 净利润3.92亿元，同比下降7.91%。（数据宝） 华建集团4月16日交易公开信息 华建集团(600629)今日涨停，全天换手率3.15%，成交额2.43亿元，振幅10.07%。龙虎榜数据显示，沪 股通净卖出755.12万元，营业部席位合计净买入2890.94万元。 上交所公开信息显示，当日该股因日涨幅偏离值达9.80%上榜，沪股通净卖出755.12万元。 证券时报·数据宝统计显示，上榜的前五大买卖营业部合计成交6965.86万元，其中，买入成交额为 4550.84万元，卖出成交额为2415.02万元，合计净买入2135.83万元。 具体来看，今日上榜的营业部中，沪股通为第一大卖出营业部，卖出金额为755.12万元，合计净卖出 755.12万元。 近半年该股累计上榜龙虎榜9次，上榜次日股价平均跌0.02%，上榜后5日平均跌1.49%。 资金流向方面，今日该股主力资金净流入8722.58万元，其中，特大单净流入5848.79万元，大单资金净 流入2873.79万元。近5日主力资金净流入8306.49万 ...

Overview of Financial Performance - The company reported a significant decline in overall performance for the year 2024, with total revenue of 354 million yuan, a year-on-year decrease of 31.15%. The net profit attributable to shareholders was 15.57 million yuan, down 73.9% year-on-year, and the net profit after deducting non-recurring items was 2.34 million yuan, a decrease of 95.22% year-on-year [1] - In the fourth quarter, total revenue was 108 million yuan, a year-on-year decline of 40.72%. The net profit attributable to shareholders was 7.79 million yuan, down 67.06% year-on-year, and the net profit after deducting non-recurring items was 4.22 million yuan, a decrease of 79.5% year-on-year [1] Profitability Analysis - The gross profit margin improved to 29.46%, an increase of 5.36 percentage points year-on-year. However, the net profit margin significantly decreased to 5.01%, a reduction of 61.74 percentage points year-on-year, indicating that while cost control has improved, overall profitability remains under significant pressure [2] Expense Control and Cash Flow - The proportion of the company's three expenses (financial expenses, selling expenses, and administrative expenses) relative to revenue increased significantly to 12.64%, a year-on-year increase of 62.07%. This was primarily due to increased investments in bank wealth management products, leading to reduced interest income, and higher interest expenses from bank loans [3] - The net cash flow from operating activities was 0.38 yuan per share, a year-on-year decline of 5.68%, mainly due to a significant decrease in the net amount of recovered deposits compared to the previous year [3] Asset and Liability Situation - The company's cash and cash equivalents amounted to 179 million yuan, a year-on-year decrease of 52.00%, primarily due to investments in bank wealth management products. Interest-bearing liabilities increased to 43.34 million yuan, a year-on-year increase of 123.87%, indicating an expansion in financing scale [4] - Accounts receivable stood at 352 million yuan, a year-on-year decrease of 7.96%, but still accounted for 2259.21% of profits, highlighting potential recovery risks [4] Business Composition and Regional Distribution - In terms of main business segments, revenue from conventional architectural design was 157 million yuan, accounting for 44.47% of total revenue, with a gross profit margin of 22.84%. Revenue from engineering quality inspection was 85.49 million yuan, accounting for 24.14% of total revenue, with a gross profit margin of 32.65%. The highest gross profit margin was from construction drawing review, reaching 58.11% [5] - Regionally, revenue from Anhui Province was 335 million yuan, accounting for 94.71% of total revenue, indicating a high concentration of business in the provincial market [5]

Group 1 - Guangzhou Metro Design Research Institute Co., Ltd. applied for a patent titled "A Subway Station" with publication number CN 119754337 A, filed on February 2025 [1] - The patent involves urban rail transit structural engineering technology, featuring a subway station design that includes a platform, a hall, and a triangular support structure to enhance stability and safety [1] - The triangular support structure is designed to evenly distribute pressure on the hall, reducing stress concentration compared to traditional multi-column structures, thereby improving structural stability and comfort [1] Group 2 - Guangzhou Metro Design Research Institute Co., Ltd. was established in 1993 and is based in Guangzhou, primarily engaged in professional technical services [2] - The company has a registered capital of 400.01 million RMB and a paid-in capital of 360 million RMB [2] - The company has invested in 17 enterprises, participated in 5,000 bidding projects, and holds 1,673 patents along with 20 trademark registrations [2]

Core Opinion - The report provides a special verification opinion on the revenue deduction matters of Guizhou Transportation Planning and Surveying Design Institute Co., Ltd. for the fiscal year 2024, confirming that the financial information in the revenue deduction detail table complies with the regulatory requirements set by the Shanghai Stock Exchange [1][2]. Group 1: Management and Auditor Responsibilities - The management is responsible for preparing the revenue deduction detail table in accordance with the regulations of the regulatory authority and maintaining necessary internal controls to prevent significant misstatements due to fraud or error [2]. - The auditor's responsibility is to express a special verification opinion on the detail table based on the audit work performed, ensuring compliance with Chinese CPA auditing standards [2]. Group 2: Special Verification Opinion - The auditor concludes that the revenue deduction detail table for the fiscal year 2024 is prepared in accordance with the regulatory requirements and does not contain significant misstatements [2]. Group 3: Revenue Deduction Details - The total revenue for the current year is reported at 150,466.66 million, while the previous year's revenue was 202,092.95 million [4]. - The total amount of revenue deductions for the current year is 465.16 million, which represents 0.31% of the total revenue, compared to 821.79 million and 0.41% for the previous year [4]. - The deductions primarily consist of income unrelated to the main business, totaling 465.16 million for the current year [4].

北京市嘉源律师事务所 关于甘肃祁连山水泥集团股份有限公司 重大资产置换及发行股份购买资产并 募集配套资金暨关联交易的补充法律意见书(一) 西城区复兴门内大街158 号远洋丸 中国 · 北京 二〇二三年四月 祁连山 · 重大资产重组 嘉源 ·法律意见书 目 录 | 一、 本次重组的批准和授权 | | --- | | 二、本次重组涉及的标的资产 | | 三、本次重组涉及的其他重要事项 | | 四、 本次重组的实质条件 . | | 五、关联交易 . | | 六、信息披露 . | | 七、结论性意见 | I 祁连山 · 重大资产重组 嘉源 ·法律意见书 释义 本补充法律意见书调整并新增下列词语之特定含义: | 特定期间 | 指 | 2022年9月30日至2022年12月31日期间 | | --- | --- | --- | | 置入资产审计报告、标的公 | | | | | | 众环审字(2023)0203763 号《中交公路规划设 计院有限公司审计报告》、众环审字(2023) | | | | 0204165 号《中交第一公路勘察设计研究院有 | | | | 限公司审计报告》、众环审字(2023)0204229 | | ...