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].

Group 1 - The closing price of Huasheng Group on July 31 was 8.39 yuan, down 1.06% from the previous trading day [1] - The trading volume on that day was 130 million yuan, with a turnover rate of 2.26%, and a total market capitalization of 5.737 billion yuan [1] - Huasheng Group primarily engages in engineering consulting services and is a significant provider of infrastructure construction services in Jiangsu Province, covering areas such as planning consulting, surveying design, and engineering supervision [1] Group 2 - Recently, Huasheng Group established a wholly-owned subsidiary, Jiangsu Huasheng Surveying Technology Co., Ltd., with a registered capital of 10 million yuan [1] - The new company's business scope includes artificial intelligence public data platforms and soil pollution治理与修复服务 [1] - On July 31, the net outflow of main funds was 1.7623 million yuan, accounting for 0.03% of the circulating market value [1]

Core Viewpoint - Jiangsu Zhongshe Group Co., Ltd. (hereinafter referred to as "Zhongshe Co." or "the company") is expected to report a significant net profit loss of 6 to 8 million yuan for the first half of 2025, a sharp decline from a profit of 18.83 million yuan in the same period last year [1][2] Group 1: Financial Performance - The company anticipates a net profit loss of 6 to 8 million yuan for H1 2025, with a basic earnings per share estimated at -0.0384 to -0.0512 yuan [1] - The expected decline in performance is attributed to slowed project construction and reduced orders, leading to a decrease in overall revenue and gross profit [1] - In 2024, the company's net profit fell by 76.24% to 10.16 million yuan, with a gross margin decrease of 4.93 percentage points [1] Group 2: Business Operations - Zhongshe Co. is a leading enterprise in Jiangsu's engineering consulting service industry, with over 80% of its revenue coming from planning consulting and surveying design [2] - The company has attempted to diversify its operations by disposing of subsidiary equity and exploring emerging fields such as low-altitude economy, but the results have yet to materialize [2] - The low-altitude economy, recognized as a national strategic emerging industry, presents significant growth potential, although it is still in its infancy and unlikely to contribute substantially to the company's performance in the short term [2]

Group 1 - The core viewpoint of the articles highlights the financial performance and market position of China Haicheng, indicating a decline in revenue and net profit for Q1 2025 compared to the previous year [1][2] - As of July 15, the closing price of China Haicheng was 10.44 yuan, with a decrease of 1.79%, resulting in a rolling price-to-earnings (PE) ratio of 14.94 times and a total market capitalization of 4.866 billion yuan [1] - The average PE ratio for the engineering consulting services industry is 59.48 times, with a median of 40.09 times, positioning China Haicheng at 22nd place within the industry [1][2] Group 2 - The company reported a Q1 2025 revenue of 1.049 billion yuan, reflecting a year-on-year decrease of 15.32%, and a net profit of 45.5479 million yuan, down 17.57% year-on-year, with a sales gross margin of 14.09% [1] - As of March 31, 2025, the number of shareholders for China Haicheng was 28,749, a decrease of 1,465 from the previous count, with an average holding value of 352,800 yuan and an average shareholding of 27,600 shares per shareholder [1]

Core Viewpoint - The article clarifies common misconceptions regarding the classification of construction services under value-added tax (VAT) regulations, emphasizing the distinctions between various types of services and their corresponding tax rates. Group 1: Misunderstandings about Construction Services - Misunderstanding 1: Services with "engineering" or "construction" in their name are classified as construction services. In reality, engineering design is categorized under cultural and creative services, while engineering supervision and building plan review fall under certification consulting services, not construction services [1]. - Misunderstanding 2: Plant maintenance services are considered construction services. However, they are classified as other life services and do not fall under construction services [2]. - Misunderstanding 3: Repair services, maintenance, and upkeep are the same and all classified as construction services. In fact, only repair services are classified as construction services, while maintenance and upkeep are categorized differently with distinct VAT rates [3]. Group 2: Tax Rates and Classifications - The VAT rates for different services are as follows: - Repair services: 13% VAT rate for restoring damaged goods [3]. - Construction repair services: 9% VAT rate for repairing and maintaining buildings [3]. - Maintenance services: 6% VAT rate for maintenance of machinery and equipment [3]. - The tax classification codes for construction services are as follows: - Engineering services: 30501 - Installation services: 30502 - Repair services: 30503 - Decoration services: 30504 - Other construction services: 30599 [4].

国浩律师(上海)事务所 关于 中国海诚工程科技股份有限公司 向特定对象发行 A 股股票 之 补充法律意见书(二) =律師事務所 ANDALL LAW FIRM 上海市北京西路 968 号嘉地中心 27 层 郎编:200041 27th Floor, Garden Square, No. 968 West Beijing Road, Shanghai 200041, China 电话/Tel: +86 21 5234 1668 传真/Fax: +86 21 5243 3320 网址/Website: http://www.grandall.com.cn 2023 年 4 月 国浩律师(上海)事务所 补充法律意见书(二) 目 录 | 第一节 律师声明事项 . | | --- | | 第二节 正文 | | 第一部分 《一次反馈意见》回复更新 | | 第二部分 法律事项更新 | | 一、本次发行的批准和授权 . | | 二、发行人本次发行的主体资格 - | | 三、本次发行的实质条件 | | 四、发行人的设立 . | | 五、发行人的独立性 | | 六、发行人的发起人和股东 . | | 七、发行人的股本及演变 . | ...