武汉三镇实业控股股份有限公司（以下简称"公司"）拟以发行股份及支付 现金方式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"）持有的武汉市政工程设计研究院有限责任公司（以下简称 "标的公司"）100%的股权，并募集配套资金（以下简称"本次交易"）。 截至本说明出具之日，公司在本次交易中聘请的各中介机构情况具体如下： 及备考审阅机构； 上述中介机构均为本次交易依法需聘请的证券服务机构，聘请行为合法合规， 符合《关于加强证券公司在投资银行类业务中聘请第三方等廉洁从业风险防控的 意见》的相关规定。 武汉三镇实业控股股份有限公司董事会 除上述聘请行为外，关于本次交易公司不存在直接或间接有偿聘请其他第三 方机构或个人的行为。 关于本次交易中是否存在直接或间接有偿聘请其他 特此说明。 第三方机构或个人的说明 （以下无正文） （本页无正文，为《武汉三镇实业控股股份有限公司董事会关于本次交易中 是否存在直接或间接有偿聘请其他第三方机构或个人的说明》之签章页） 武汉三镇实业控股股份有限公司董事会 年 月 日 ...

Core Viewpoint - The company plans to acquire assets from Wuhan Urban Investment Group through a combination of issuing shares and cash payments, with no expected dilution of immediate returns for shareholders [1][2]. Financial Impact - The basic earnings per share (EPS) before and after the transaction are projected to increase from 0.03 to 0.04 and from 0.09 to 0.12 for the periods of January to March 2025, indicating an enhancement in shareholder value [1]. Management and Governance - The company aims to strengthen operational management and improve efficiency by optimizing management processes and controlling operational costs post-transaction [2]. - A robust corporate governance structure is in place to ensure clear responsibilities and effective decision-making, which will be continuously optimized to protect shareholder rights and interests [2][3]. Profit Distribution Policy - The company emphasizes a sustainable and stable profit distribution policy, ensuring reasonable returns for shareholders while maintaining long-term development [3].

Core Points - The company, Wuhan Three Towns Industrial Holdings Co., Ltd., held its fourth special meeting of the ninth board of independent directors on September 4, 2025, where all four independent directors attended and voted [1] - The meeting approved proposals related to the acquisition of 100% equity of Wuhan Municipal Engineering Design and Research Institute Co., Ltd. and the issuance of shares to raise supporting funds from no more than 35 specific investors [1][2] - The transaction is in compliance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China, and aims to enhance the asset quality, financial condition, and operational sustainability of the company [2][3] Regulatory Compliance - The transaction meets the conditions for issuing shares and paying cash for asset purchases as stipulated in various regulatory frameworks, ensuring it does not harm the interests of minority shareholders [2][3] - The independent directors confirmed that the transaction does not constitute a change in control of the company, as there have been no changes in the controlling shareholder or actual controller in the past 36 months [2][4] Valuation and Fairness - The transaction price will be based on an asset evaluation report from a qualified evaluation agency, ensuring that the pricing is fair and reasonable, in accordance with legal regulations [4][5] - The company has fulfilled its disclosure obligations as required by law, ensuring transparency and protection of investor interests [4][5]

Core Viewpoint - The company is planning 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][2] Group 1: Independence of the Evaluation Agency - The evaluation agency, Hubei Zhonglian Asset Appraisal Co., Ltd., and its evaluators have no other relationships with the company, the counterparty, or the target company, apart from business relations, ensuring their independence [1] Group 2: Reasonableness of Evaluation Assumptions - The assumptions in the asset evaluation report comply with national regulations and market practices, reflecting the actual situation of the evaluated assets, thus deemed reasonable [1] Group 3: Relevance of Evaluation Methods and Objectives - The scope of assets evaluated by the agency aligns with the commissioned evaluation scope, and the agency followed principles of independence, objectivity, scientific rigor, and fairness in its evaluation process, using reliable reference data and methods [1] Group 4: Fairness of Evaluation Pricing - The transaction price of the target assets is based on the evaluation results from the asset appraisal report, which complies with the Securities Law and has been filed with the relevant state-owned assets authority, confirming the fairness of the transaction price [2]

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 [1] - The board of directors has confirmed that the relevant parties involved in this transaction do not fall under any prohibitive conditions for participating in major asset restructuring of listed companies as per the regulatory guidelines [2] - A thorough self-examination was conducted, confirming that there have been no investigations or penalties related to insider trading in the last 36 months concerning this transaction [1][2]

Group 1 - The core transaction involves Wuhan San Zhen Industrial Holdings Co., Ltd. issuing shares and paying cash to acquire 100% equity of Wuhan Municipal Engineering Design Institute from Wuhan Urban Investment Group, along with raising matching funds from no more than 35 specific investors [6][9] - The transaction price for the acquisition is set at 1.6 billion yuan (approximately 160,063.30 million yuan), with the assessed value of the target company's equity being 1.281 billion yuan (approximately 128,148.07 million yuan) as of March 31, 2025, resulting in a 24.90% increase in value [6][10] - The main business of the target company includes surveying and design, engineering management, and consulting services, which aligns with the existing operations of Wuhan Holdings in water treatment and environmental governance [9][10] Group 2 - The company plans to use the raised funds for various projects, including urban comprehensive service AI center development, infrastructure updates, and operational funding, with a total fundraising amount not exceeding 100% of the transaction price [8][9] - The issuance of shares will not be contingent upon the successful implementation of the matching financing, ensuring that the acquisition can proceed regardless of fundraising outcomes [8][9] - Post-transaction, the company aims to enhance its service capabilities by integrating the target company's resources, thereby creating a new growth point in its performance through a comprehensive service model that includes planning, consulting, design, construction, and operation [10]

Core Viewpoint - The independent financial advisor, China International Capital Corporation, has conducted a thorough investigation and confirmed that the target asset, Wuhan Municipal Engineering Design and Research Institute Co., Ltd., does not have any non-operating fund occupation by its shareholders or related parties [1] Group 1 - Wuhan San Zhen Industrial Holdings Co., Ltd. plans to acquire 100% equity of Wuhan Municipal Engineering Design and Research Institute Co., Ltd. through a combination of issuing shares and cash payment [1] - The transaction will involve issuing shares to no more than 35 specific investors to raise supporting funds [1] - The independent financial advisor believes that the transaction complies with the relevant regulations of the "Guidelines for the Supervision of Listed Companies No. 9 - Supervision Requirements for Major Asset Restructuring by Listed Companies" [1]

Core Viewpoint - Wuhan San Zhen Industrial Holdings Co., Ltd. is planning to acquire 100% equity of Wuhan Municipal Engineering Design and Research Institute Co., Ltd. through a combination of issuing shares and cash payment, along with raising supporting funds [1][2]. Summary by Sections Insider Information Registration System - The company has established an Insider Information Registration Management System in compliance with relevant laws and regulations, including the Securities Law of the People's Republic of China and the Shanghai Stock Exchange Listing Rules [1][2]. Execution of Insider Information Registration System - The company has repeatedly urged insider information registrants to adhere to confidentiality obligations and not to disclose or trade based on insider information before its legal disclosure [1][2]. - The company has signed confidentiality agreements with relevant parties and documented the insider information registrants and planning process, submitting necessary records to the Shanghai Stock Exchange [2]. Independent Financial Advisor's Review - The independent financial advisor has confirmed that the company has complied with the regulations regarding the Insider Information Registration Management System and has implemented adequate confidentiality measures during the transaction period [2].

Core Viewpoint - The legal opinion issued by Hubei Ruitong Tianyuan Law Firm confirms that Wuhan Urban Construction Investment Development Group Co., Ltd. is exempt from making a tender offer in relation to its acquisition of 100% equity in Wuhan Municipal Engineering Design and Research Institute Co., Ltd. through the issuance of shares and cash payment [1][5][7] Group 1: Transaction Overview - The transaction involves Wuhan Urban Construction Investment Development Group acquiring 100% equity of Wuhan Municipal Engineering Design and Research Institute from Wuhan San Zhen Industrial Holding Co., Ltd. [1][5] - The acquisition will be financed through the issuance of shares and cash, with the issuance aimed at raising supporting funds from no more than 35 specific investors [1][5] Group 2: Legal Compliance - The law firm confirms that the transaction complies with the relevant laws and regulations, including the Company Law, Securities Law, and the Regulations on the Management of Acquisitions of Listed Companies [2][3][6] - The law firm has verified that all necessary documents and approvals are in place, ensuring the legality and validity of the transaction [2][4] Group 3: Shareholding Structure - Post-transaction, Wuhan Urban Construction Investment Development Group is expected to hold 20.79% of the shares directly and 31.83% indirectly through Wuhan Water Group, totaling 52.61% control over the listed company [5][6] - The transaction triggers a mandatory tender offer obligation; however, it meets the conditions for exemption as outlined in the acquisition regulations [6][7] Group 4: Approval Process - The transaction has received necessary approvals, including independent opinions from the company's independent directors, and is pending final approval from the shareholders' meeting [7]

Core Viewpoint - Wuhan San Zhen Industrial Holdings Co., Ltd. plans to acquire 100% equity of Wuhan Municipal Engineering Design and Research Institute Co., Ltd. through issuing shares and cash payment, while also raising supporting funds by issuing shares to no more than 35 specific investors [1][3] Industry and Company Summary - The main business of the listed company includes sewage treatment, water engineering construction, tap water production, and tunnel operation, while the target company specializes in surveying design, engineering consulting, and project management [1][2] - The listed company operates in the "D46 Water Production and Supply Industry" under "D462 Sewage Treatment and Reuse," while the target company falls under "M74 Professional Technical Services" in "M748 Engineering Technology and Design Services" [2] - The transaction is classified as a merger within the same industry or upstream/downstream acquisition, enhancing the listed company's capabilities in integrated services from planning to operation and maintenance [3][4] - Post-transaction, the listed company will expand its business to include the target company's existing services, creating new revenue and profit growth points [3][4] - The transaction is not expected to change the actual controller of the listed company, thus it does not constitute a restructuring listing [4]