建筑等领域的勘察设计

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地铁设计: 关于深圳证券交易所《关于广州地铁设计研究院股份有限公司发行股份购买资产并募集配套资金申请的审核问询函》的回复
Zheng Quan Zhi Xing· 2025-08-08 16:23
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].