WHKG(SH:600168) Zheng Quan Zhi Xing·2025-09-04 16:28Core Viewpoint - The legal opinion letter issued by Hubei Ruitong Tianyuan Law Firm confirms the legality and compliance of Wuhan San Zhen Industrial Holding Co., Ltd.'s plan to issue shares and pay cash to acquire assets, along with raising supporting funds through related transactions [2][3][5]. Group 1: Transaction Overview - The transaction involves issuing shares and paying cash to acquire 100% equity of Wuhan Municipal Engineering Design Institute Co., Ltd. from Wuhan Urban Construction Investment and Development Group Co., Ltd. [6][7]. - The total transaction price for the acquisition is set at 1.600633 billion yuan, based on the asset evaluation report [8][9]. - The shares to be issued will be ordinary shares (A shares) with a par value of 1.00 yuan, listed on the Shanghai Stock Exchange [7][17]. Group 2: Issuance Details - The issuance price for the shares is determined to be 5.22 yuan per share, which is above the market reference price calculated based on the average trading price over the preceding trading days [7][8]. - The number of shares to be issued is calculated based on the total transaction price divided by the issuance price, resulting in approximately 260.66 million shares to be issued to the transaction counterparty [8][9]. Group 3: Performance Commitment and Compensation - 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 [10][11]. - If the actual net profits do not meet the committed targets, the counterparty is obligated to compensate the company, primarily through shares obtained in the transaction [11][12]. - The compensation mechanism includes adjustments based on any corporate actions such as stock dividends or capital increases during the commitment period [12][13]. Group 4: Fundraising and Use of Proceeds - The company plans to raise up to 1.36 billion yuan through the issuance of shares to specific investors, which will be used for transaction-related costs, project investments, and working capital [19][20]. - The fundraising is not a prerequisite for the completion of the asset acquisition, ensuring that the acquisition can proceed regardless of the fundraising outcome [20].