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]

Group 1 - 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, along with raising supporting funds [1][2] - The transaction is classified as a related party transaction since the counterparty, Wuhan Urban Construction Investment Development Group, is the parent company of the company's controlling shareholder [1][2] - The transaction does not constitute a major asset restructuring as the relevant indicators of the target company do not exceed 50% of the corresponding indicators of the listed company for 2024 [2] Group 2 - The actual controller of the company remains the State-owned Assets Supervision and Administration Commission of the People's Government of Wuhan City before and after the transaction, indicating no change in control [1][2] - The company confirms that there has been no change in its actual controller within the last thirty-six months, thus the transaction does not meet the criteria for restructuring listing as per the relevant regulations [1][2]

武汉三镇实业控股股份有限公司董事会 关于本次交易履行法定程序的完备性、合规性及 性协议；经向上海证券交易所申请，公司股票（证券简称：武汉控股；证券代码： 行股份及支付现金购买资产并配套募集资金暨关联交易事项的停牌公告》（临 购买资产并募集配套资金暨关联交易事项的停牌进展公告》（临 2025-002 号）。 次交易的预案及其摘要，以及其他上海证券交易所和中国证券监督管理委员会要 求的有关文件。 份及支付现金购买资产框架协议》。 十九次会议审议通过了《关于〈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预案〉及其摘要的议案》及其他相关议 案，公司独立董事专门会议对有关事项进行了审议。 息公告前 20 个交易日内累计涨跌幅未超过 20%。 套资金暨关联交易预案》等与本次交易相关的公告和文件。并披露《关于披露发 行股份及支付现金购买资产并募集配套资金暨关联交易事项的一般风险提示暨 公司股票复牌的公告》（公告编号：临 2025-007 号），武汉控股股票自 2025 年 集配套资金暨关联交易的进展公告》（公告编号：临 2025-023 号）。2025 年 5 月 7 日，公司披露了《关 ...

Group 1 - The company plans 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] - The transaction does not constitute a major asset restructuring as defined by the relevant regulations [1] - The company's stock price experienced a cumulative increase of 6.09% during the 20 trading days prior to the announcement, with adjustments for market and industry index factors resulting in a net increase of 5.22% [1][2] Group 2 - The stock price fluctuations were analyzed, showing that the cumulative increase did not exceed 20% when excluding the effects of the broader market and industry indices, thus not meeting the criteria for abnormal fluctuations [2]

Audit Opinion - The audit of Wuhan Municipal Engineering Design Institute Co., Ltd. (hereinafter referred to as "the Institute") financial statements for the periods ending March 31, 2025, December 31, 2024, and December 31, 2023, indicates that the financial statements fairly reflect the financial position and operating results of the Institute in accordance with accounting standards [1][1][1]. Company Overview - The Institute was established on October 26, 2001, with a registered capital of 17.1289 million RMB, located in Wuhan, Hubei Province [1][1]. - The main business activities include construction engineering surveying, design, mapping services, project supervision, special equipment design, land spatial planning, quality testing, and construction [1][1]. Asset Restructuring - Wuhan San Zhen Industrial Holding Co., Ltd. plans to acquire 100% equity of the Institute through a combination of issuing shares and cash payment [1][1]. - The financial statements are prepared solely for the purpose of this proposed asset restructuring and are intended for submission to regulatory authorities [1][1]. Financial Reporting Basis - The financial statements are based on the assumption of going concern and prepared in accordance with the relevant accounting standards issued by the Ministry of Finance and the China Securities Regulatory Commission [1][1]. Important Accounting Policies - The Institute has established specific accounting policies and estimates for revenue recognition and research and development expenditures based on its operational characteristics [1][1]. - The financial statements comply with the requirements of accounting standards and provide a true and complete reflection of the Institute's operating results and cash flows for the fiscal years 2023 and 2025 [1][1]. Financial Statement Preparation - The financial statements are prepared using the accrual basis of accounting, with historical cost as the measurement basis, except for certain financial instruments [1][1]. - The Institute's accounting policies and estimates are detailed in the notes, including significant judgments made by management [1][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 board of directors asserts that the transaction complies with Article 11, Article 43, and Article 44 of the Major Asset Restructuring Management Measures for Listed Companies, ensuring the fairness of asset pricing and the legality of debt handling [1] - The transaction does not involve any ongoing investigations by the China Securities Regulatory Commission (CSRC) regarding illegal activities [1] Group 2 - The board confirms that the transaction will not lead to significant adverse changes in the company's operational status or result in major negative impacts such as increased competition or unfair related-party transactions [1] - The company will complete the transfer of ownership within the agreed timeframe [1]

Core Viewpoint - Wuhan Holdings plans to acquire 100% equity of Wuhan Municipal Engineering Design Institute from Wuhan Urban Construction Investment Development Group through a combination of issuing shares and cash payment, while also raising supporting funds from up to 35 specific investors [1][6]. Group 1: Transaction Overview - The transaction involves issuing shares and cash payment to acquire the 100% equity of Wuhan Municipal Engineering Design Institute, with a transaction price of 1.600633 billion yuan [8][9]. - The acquisition is part of a broader strategy to enhance the company's capabilities in urban planning, engineering consulting, and project management [11]. Group 2: Financial Details - The book value of the target company's 100% equity is reported at 1.2814807 billion yuan, with an assessed value of 1.600633 billion yuan, indicating a value increase of 24.90% [9]. - The company plans to raise supporting funds not exceeding the total transaction price, with the issuance of shares not exceeding 30% of the total share capital post-transaction [10][11]. Group 3: Regulatory Compliance - The transaction is subject to approval from the shareholders' meeting, review by the Shanghai Stock Exchange, and registration consent from the China Securities Regulatory Commission [3][5]. - The transaction is classified as a major asset restructuring under the relevant regulations, and it does not constitute a restructuring listing [5][8]. Group 4: Impact on Business Operations - The acquisition is expected to strengthen the company's position in the water treatment and environmental governance market, leveraging regional resource advantages and expanding its influence nationwide [11]. - The target company’s operations include urban planning, engineering consulting, and project management, which align with the company's existing business focus [11].

Core Viewpoint - The transaction involves Wuhan San Zhen Industrial Holding Co., Ltd. acquiring 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, complying with regulatory requirements for major asset restructuring [1][2]. Group 1 - The target asset for this transaction is the 100% equity of Wuhan Municipal Engineering Design and Research Institute, which does not involve any project approvals, environmental assessments, industry access, land use, planning, or construction matters [1]. - The transaction is expected to enhance the integrity of the company's assets and maintain independence in personnel, procurement, production, sales, and intellectual property [2]. - The transaction will strengthen the company's ongoing operational capacity without causing significant adverse changes to its financial condition, while also enhancing its main business focus and risk resistance [2].