中国国际金融股份有限公司关于 担任武汉三镇实业控股股份有限公司发行股份及支付现金 购买资产并募集配套资金暨关联交易独立财务顾问的 承诺函 武汉三镇实业控股股份有限公司（以下简称"上市公司"）拟通过向武汉市 城市建设投资开发集团有限公司（以下简称"交易对方"）发行股份及支付现金 的方式，购买其持有的武汉市政工程设计研究院有限责任公司100%股权，并向 不超过35名特定投资者发行股份募集配套资金（以下简称"本次重组"或"本次 交易"）。 中国国际金融股份有限公司（以下简称"本独立财务顾问"）作为本次重组 的独立财务顾问，依照《上市公司重大资产重组管理办法》《上市公司监管指引 第9号——上市公司筹划和实施重大资产重组的监管要求》《公开发行证券的公 司信息披露内容与格式准则第26号——上市公司重大资产重组》《上市公司并购 重组财务顾问业务管理办法》及其他相关法规规范要求，就本次交易相关事宜严 格履行了尽职调查义务，对本次交易的相关事项发表独立核查意见。本独立财务 顾问在充分尽职调查和内部审查的基础上作出以下承诺： 1、本独立财务顾问已按照规定履行了尽职调查义务，有充分理由确信所发 表的专业意见与上市公司和交易对方披露 ...

Group 1 - The core idea of the news is that Wuhan Holdings plans to acquire 100% equity of Wuhan Municipal Institute from Wuhan Urban Investment Group to enhance its integrated service capabilities in the water and environmental protection sector [1][2] - The acquisition aims to transform the traditional water and environmental protection industry through intelligent upgrades and create a replicable and sustainable value system [1][2] - Wuhan Municipal Institute possesses strong capabilities in water engineering design and has expanded into emerging business areas such as digitalization, smart cities, and waste treatment, holding 449 intellectual property rights [1] Group 2 - Following the acquisition, the total assets, net assets, operating income, and net profit of the listed company are expected to increase, enhancing its market development capabilities [2] - The company plans to raise 1.36 billion yuan for various projects, including the construction of an integrated consulting center and an AI digital center, which are expected to drive strategic upgrades and transformation [2]

Core Viewpoint - Wuhan Holdings aims to become a leading comprehensive environmental service provider in China by expanding its industrial layout through the acquisition of 100% equity in Wuhan Municipal Institute from Wuhan Urban Investment Group for approximately 1.601 billion yuan [1][2] Group 1: Acquisition Details - The transaction is valued at approximately 1.601 billion yuan, consisting of a cash payment of 240 million yuan and a share payment of about 1.361 billion yuan, with a stock issuance price of 5.22 yuan per share [1] - The target company, Wuhan Municipal Institute, is recognized as a smart operation research and development center for urban infrastructure and possesses multiple first-class qualifications in water engineering design [1] Group 2: Strategic Goals - The acquisition is expected to drive the intelligent transformation and upgrading of the traditional water and environmental protection industry, fostering an innovative ecosystem characterized by "technology research and development - scenario implementation - data empowerment" [2] - Post-transaction, the company anticipates improvements in scale and performance metrics, enhancing its market development capabilities and promoting sustainable growth in its main business [2] Group 3: Fundraising and Investment Plans - Wuhan Holdings plans to raise 1.36 billion yuan in supporting funds, which will be used for the cash payment of the acquisition and for various projects, including the construction of an integrated consulting center for rivers and lakes, an AI digital center for urban services, and enhancements in information technology and urban infrastructure operations [2] - The fundraising projects are expected to have strong technological innovation attributes, further promoting the company's strategic upgrade and transformation [2]

Core Viewpoint - Wuhan Holdings (600168.SH) plans to acquire 100% equity of Wuhan Municipal Institute from Wuhan Urban Investment Group for a transaction price of 1.6 billion yuan, enhancing its business scope in surveying, design, engineering management, and consulting services [1] Group 1 - The transaction will be executed through a combination of share issuance and cash payment [1] - The company intends to raise supporting funds by issuing shares to no more than 35 specific investors who meet the criteria set by the China Securities Regulatory Commission [1] - Upon completion of the transaction, the company's main business will expand to include the existing business segments of Wuhan Municipal Institute [1]

Core Viewpoint - The company plans to issue shares and pay cash to acquire 100% equity of Wuhan Municipal Engineering Design and Research Institute Co., Ltd. from Wuhan Urban Construction Investment Development Group, along with raising supporting funds for the transaction [1][2][3]. Group 1: Transaction Details - The total transaction price for the acquisition is set at 1.600633 billion yuan, with 240 million yuan to be paid in cash and 1.360633 billion yuan in shares [6][19]. - The share issuance price is determined to be 5.22 yuan per share, which is above the minimum required price based on market reference prices [4][5]. - The number of shares to be issued is calculated based on the total share payment amount divided by the share issuance price, resulting in approximately 260.66 million shares [6][19]. Group 2: Fundraising and Use of Proceeds - The company intends to raise up to 1.36 billion yuan through the issuance of shares to no more than 35 specific investors, with the total amount not exceeding 100% of the transaction price [2][19]. - The raised funds will be used for transaction cash payments, intermediary fees, taxes, and to support the construction of projects within the acquired company [19]. Group 3: Performance Commitments and Compensation Arrangements - The performance commitment period for the acquired company is set for three consecutive fiscal years starting from the year of transfer, with specific profit targets outlined for each year [9][10]. - If the actual net profit does not meet the committed targets, the seller must compensate the company, either through shares or cash [12][13]. Group 4: Regulatory Compliance and Approval - The transaction has been approved by the company's board and is compliant with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][34]. - The transaction does not constitute a major asset restructuring as defined by regulatory standards, as the relevant financial metrics do not exceed 50% of the company's total [22][35]. Group 5: Lock-up Period and Shareholder Rights - Shares acquired by the seller will be subject to a 36-month lock-up period post-transaction completion, with potential extensions based on stock performance [8][20]. - The unallocated profits prior to the transaction will not be distributed until after the acquisition is completed, ensuring that all shareholders benefit from the profits post-acquisition [16].

证券代码：600168 证券简称：武汉控股 公告编号：临 2025 - 044 号 武汉三镇实业控股股份有限公司 第九届董事会第四十四次会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 一、董事会会议召开情况 武汉三镇实业控股股份有限公司（以下简称"公司"或"武汉控股"）第九届董 事会第四十四次会议于 2025 年 9 月 4 日以现场方式召开。公司以书面方式通知 全体董事，应出席会议的董事 11 人，实际出席会议的董事 11 人。本次会议的召 开符合《中华人民共和国公司法》和《公司章程》及其他有关法律法规的规定， 会议合法有效。 二、董事会会议审议情况 《上市公司重大资 本次会议由公司董事长王静女士主持，经与会董事认真审议，形成如下决议： （一）审议通过了《关于公司发行股份及支付现金购买资产并募集配套资 金暨关联交易符合相关法律、法规规定的议案》 武汉控股拟发行股份及支付现金购买武汉市城市建设投资开发集团有限公 司（以下简称"交易对方"或"武汉市城投集团"）所持武汉市政工程设计研究院有 限责任公司（以下简称"标的 ...

Core Viewpoint - The company intends to acquire 100% equity of Wuhan Municipal Engineering Design and Research Institute Co., Ltd. from Wuhan Urban Construction Investment Development Group Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds for this transaction [1] Summary by Relevant Sections - The board of directors has determined that the company does not fall under the prohibitions outlined in Article 11 of the "Administrative Measures for the Registration of Securities Issuance by Listed Companies" [1] - The company has not received any negative opinions or disclaimers in its financial reports for the past year, nor has it been subject to any public reprimands from the stock exchange [1] - There are no ongoing investigations by the China Securities Regulatory Commission regarding illegal activities or significant violations of legal rights [1]

Meeting Information - The third extraordinary general meeting of shareholders for 2025 will be held on September 22, 2025, at 14:40 [1] - The meeting will take place at Wuhan Holding Building, 24th Floor, 263 Zhongbei Road, Wuchang District, Wuhan [1] - Voting will be conducted through a combination of on-site and online methods using the Shanghai Stock Exchange's voting system [1] Voting Procedures - Shareholders can vote via the Shanghai Stock Exchange's online voting system from 9:15 to 15:00 on the day of the meeting [1][2] - Specific voting times through the trading system are from 9:15-9:25, 9:30-11:30, and 13:00-15:00 [1] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts [3][4] Agenda Items - The meeting will review several non-cumulative voting proposals, including: - Proposals related to financing and related party transactions [2][3] - Issuance of shares, including types, face value, and listing locations [2][3] - Details on pricing, payment methods, and performance commitments [3][6] Attendance Requirements - Shareholders registered by the close of trading on September 17, 2025, are eligible to attend [4] - Legal representatives and appointed agents can also attend and vote on behalf of shareholders [4][5] Registration Process - Individual shareholders must present their shareholder account card, proof of shareholding, and identification [5] - Corporate representatives must provide a copy of the business license and a written authorization [5] - Remote shareholders can register via mail or fax, with specific documentation required [5]

Group 1 - The company, Wuhan Three Towns Industrial Holdings Co., Ltd., plans to acquire assets from Wuhan Urban Investment Group through a combination of issuing shares and cash payment [1] - According to the regulations, the company has not engaged in any significant asset purchases or sales related to this transaction in the past 12 months, thus no cumulative calculation is required for this transaction [1] - The transaction is in compliance with the Major Asset Restructuring Management Measures, which stipulate that transactions involving the same or related assets within a 12-month period must be cumulatively calculated [1]

Group 1 - The company plans to acquire 100% equity of Wuhan Municipal Engineering Design and Research Institute Co., Ltd. from Wuhan Urban Construction Investment Development Group Co., Ltd. through a combination of issuing shares and cash payment, along with raising supporting funds [1] - The company emphasizes strict management of insider information, adhering to relevant regulations such as the Major Asset Restructuring Management Measures for Listed Companies and the Information Disclosure Management Measures for Listed Companies [1] - The company has implemented confidentiality agreements with relevant parties involved in the transaction to ensure the protection of sensitive information [1] Group 2 - To protect investor interests and prevent abnormal fluctuations in stock prices, the company applied for a trading suspension from the Shanghai Stock Exchange starting February 21, 2025, with a planned resumption on March 7, 2025 [2] - The company has established a rigorous confidentiality system and taken necessary measures to limit the knowledge of sensitive information to a defined group [2] - The company has fulfilled its obligation to maintain confidentiality regarding the transaction information prior to legal disclosure [2]