WHKG(SH:600168) Zheng Quan Zhi Xing·2025-09-04 16:28Core 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]