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地铁设计拟5.1亿收购工程咨询公司100%股份 标的溢价380.5%半年关联销售额占42.3%
Chang Jiang Shang Bao· 2025-12-01 01:13
Core Viewpoint - The company, Metro Design, is planning to acquire 100% equity of Guangzhou Metro Engineering Consulting Co., Ltd. from its controlling shareholder, Guangzhou Metro Group, at a significant premium of 380.48% over its assessed value [1][3]. Group 1: Acquisition Details - The assessed book value of the consulting company is 106 million yuan, while the valuation is 511 million yuan, resulting in an increase of 405 million yuan [1][3]. - The acquisition will involve issuing 43.7961 million shares and raising up to 128 million yuan to supplement working capital and repay debts [2][6]. - The consulting company has a high proportion of related party sales, accounting for 51.37%, 42.84%, and 42.25% of its revenue from 2023 to mid-2025 [4]. Group 2: Business Operations - The consulting company primarily provides engineering supervision and project management services in urban rail transit and municipal construction [3]. - The company's revenue from engineering supervision in Guangdong province is substantial, with figures of 186 million yuan, 200 million yuan, and 83.3461 million yuan for the years 2023, 2024, and mid-2025, respectively [4]. - The company has been addressing its labor dispatch issues, reducing the number of dispatched workers from 532 to 90 by mid-2025 [6][7]. Group 3: Financial Performance - For the first three quarters of 2025, Metro Design reported a revenue of 1.933 billion yuan, a year-on-year increase of 0.85%, and a net profit attributable to shareholders of 347 million yuan, up 16.92% [2][7]. - The company has maintained a cash dividend payout ratio of 40% to 50% over the past five years, with a total dividend distribution of 996 million yuan [8].