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武汉三镇实业控股股份有限公司第九届董事会第四十五次会议决议公告

Group 1 - The company held its 45th meeting of the 9th Board of Directors on September 28, 2025, via written communication, with 7 directors participating in the voting [2][5] - The board approved the proposal to adjust the plan for issuing shares and paying cash to acquire 100% equity of Wuhan Municipal Engineering Design and Research Institute Co., Ltd. from Wuhan Urban Construction Investment Development Group Co., Ltd. [3][11] - The adjustment of the fundraising plan will focus on using the funds for cash payment, intermediary fees, taxes, and construction of ongoing projects, while removing the allocation for operational capital [4][12] Group 2 - The board confirmed that the adjustments made to the transaction plan do not constitute a major change, as they do not involve changes to the target assets or the transaction parties [6][7] - The independent directors reviewed the proposals before submission to the board, and the adjustments were authorized by the third extraordinary general meeting of shareholders in 2025, thus not requiring further shareholder approval [8][14] - The independent financial advisor confirmed that the adjustments comply with relevant regulations and do not constitute a major change to the restructuring plan [14]