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].

Group 1 - The company has confirmed its eligibility and conditions for issuing A-shares to specific targets in 2025, in accordance with relevant laws and regulations [1][2][3] - The plan for the issuance of A-shares to specific targets has been unanimously approved by the supervisory board, aligning with the company's long-term development and the interests of all shareholders [2][3] - The feasibility analysis report for the use of funds raised from the issuance has been reviewed and deemed sufficient, supporting the company's competitive capabilities and long-term plans [2][3][4] Group 2 - The company is not required to prepare a report on the use of previously raised funds, as there have been no fundraising activities in the last five accounting years [3] - The supervisory board has agreed on measures to mitigate the dilution of immediate returns from the issuance, ensuring that the interests of all shareholders, especially minority shareholders, are protected [4] - The issuance involves related party transactions, as the subscribing party will become the controlling shareholder, but it complies with principles of fairness and transparency [4] Group 3 - The company has signed a conditional share subscription agreement with a specific partner, which has been approved for submission to the shareholders' meeting [4][5] - The shareholder return plan for the next three years (2025-2027) has been reviewed and aligns with sustainable development and shareholder return principles [5] - A special account for managing the funds raised from the issuance will be established, ensuring efficient use and management of the funds [5][6] Group 4 - The supervisory board has recommended that the shareholders' meeting authorize the board to handle all matters related to the issuance of A-shares, facilitating a swift process [5][6]