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]

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 transaction involving Wuhan San Town Industrial Holdings Co., Ltd. to acquire 100% equity of Wuhan Municipal Engineering Design Institute from Wuhan Urban Construction Investment Development Group does not constitute a major asset restructuring but qualifies as a related party transaction [1][2]. Summary by Sections Major Asset Restructuring - The transaction does not meet the criteria for a major asset restructuring as defined by the "Major Asset Restructuring Management Measures" since the relevant indicators of the target company do not exceed 50% of the corresponding indicators of the listed company for 2024 [2]. Related Party Transaction - The transaction is classified as a related party transaction because the counterparty, Wuhan Urban Construction Investment Development Group, is the parent company of the controlling shareholder of the listed company, and the target company is a wholly-owned subsidiary of the counterparty [2]. Restructuring Listing - The transaction does not constitute a restructuring listing as the actual controller of the listed company remains the Wuhan Municipal Government State-owned Assets Supervision and Administration Commission before and after the transaction, and there has been no change in control within the last thirty-six months [2].

湖北瑞通天元律师事务所 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 暨关联交易的法律意见书 鄂瑞天非诉字〔2025〕第 1070 号 天元 TIANYUAN 地址：湖北省武汉市江汉区青年路 278 号武汉中海中心 19-20 层 电话：027-59625780 传真：027-59625789 法律意见书 法律意见书 第一部分 前 言 致：武汉三镇实业控股股份有限公司 湖北瑞通天元律师事务所接受武汉三镇实业控股股份有限公司的委托，就武 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 关联交易出具法律意见书。 为出具本法律意见书，本所根据《中华人民共和国公司法（2023 年修订）》 《中华人民共和国证券法（2019 年修订）》《上市公司重大资产重组管理办法 （2025 年修订）》《上市公司证券发行注册管理办法（2025 年修订）》《上海 证券交易所股票上市规则（2025 年 4 月修订）》《律师事务所从事证券法律业 务管理办法》（以下简称《证券法律业务管理办法》）、《律师事务所证券法律 业务执业规则（试行）》（以下简称《证券法律业务执业规则》）等法律、行政 法 ...

证券日报网讯 9月4日晚间，汉嘉设计发布公告称，2025年9月3日，公司控股子公司苏州市伏泰信息科 技股份有限公司与上海浦东发展银行股份有限公司苏州分行签订了《流动资金贷款合同》，贷款金额 980万元人民币，贷款期限自2025年09月03日至2026年09月03日止。公司为上述贷款提供最高额保证合 同，被担保最高债权额2500万元。截至本公告披露日，公司为控股子公司实际担保余额为人民币2500万 元，占公司最近一期经审计归母净资产的3.34%。 （文章来源：证券日报） ...

Core Viewpoint - The company reported a decline in performance primarily due to changes in the scope of consolidated financial statements, extended production cycles for ongoing projects, and increased asset impairment losses [2] Group 1: Performance Decline Reasons - The decline in performance is attributed to changes in the scope of consolidated financial statements [2] - Extended production cycles for ongoing projects have led to a decrease in revenue scale [2] - There has been an increase in asset impairment losses during the reporting period [2] Group 2: Future Strategies - The company aims to stabilize its main business scale while pursuing external development [2] - It plans to adjust its operational strategy, enhance market penetration, and improve customer relationship management to boost long-term operational efficiency [2] - The company will actively explore new business avenues, seeking quality targets or teams to strengthen its capabilities across the entire industry chain, including investment, planning, construction, operation, and commercial management [2]

Core Viewpoint - The company has approved the use of idle raised funds and self-owned funds for cash management, specifically to invest up to RMB 532 million in low-risk, highly liquid principal-protected financial products, effective for 12 months from the approval date of the 2024 annual shareholders' meeting [2][11]. Investment Overview - The purpose of using idle raised funds is to enhance capital efficiency while ensuring that it does not affect the construction of investment projects or the company's normal operations [4][14]. - The total amount for cash management is RMB 70 million, sourced from temporarily idle raised funds [6]. Fundraising Details - The company was approved to publicly issue 30 million A-shares at a price of RMB 20.52 per share, raising a total of RMB 615.6 million, with a net amount of RMB 532 million after deducting issuance costs [6][7]. Investment Products - The selected investment products are characterized by high safety and liquidity, ensuring that there is no change in the intended use of the raised funds [7][8]. Cash Management Account - A dedicated settlement account for cash management products was opened at the Bank of China, ensuring that no non-raised funds are stored in this account [9]. Redemption and Account Closure - As of the announcement date, the company has redeemed RMB 40 million in time deposits and RMB 30 million in combination deposits, with all principal and earnings returned to the special account for raised funds [10]. Board Approval Process - The board and supervisory committee meetings held on April 22, 2025, approved the cash management proposal, which was subsequently ratified by the 2024 annual shareholders' meeting [11]. Stock Trading Volatility - The company's stock experienced a cumulative price increase of over 20% over two consecutive trading days, prompting a review of trading activities [18][20]. - The company confirmed that there are no undisclosed significant matters affecting stock price fluctuations, and all operations remain normal [21][22].

Group 1 - The employee stock ownership plan (ESOP) of Zhongheng Design Group has been fully executed, with all unlocked shares sold [1][3] - The ESOP was approved during the 15th meeting and the fourth extraordinary shareholders' meeting in September 2022, with details disclosed on the Shanghai Stock Exchange [1] - The transfer price for the ESOP was adjusted from 4.68 yuan per share to 4.43 yuan per share due to the implementation of the company's semi-annual profit distribution plan [2] Group 2 - A total of 3,788,963 shares held under the ESOP have been sold through centralized bidding, and the assets are now entirely monetary [3] - The management committee of the ESOP will conduct liquidation and distribution work according to relevant laws and regulations, leading to the early termination of the ESOP [3] - The company adhered to regulations regarding insider trading during the ESOP implementation period, with no instances of insider trading reported [4]

证券日报网讯设研院9月2日在互动平台回答投资者提问时表示，截至8月31日，公司股东人数为32274 户。 （文章来源：证券日报） ...

Group 1 - The core point of the article highlights that Tsinghua Design has experienced a decline in the number of shareholders, with a decrease of 1,328 shareholders, representing a 7.18% drop compared to the previous period [2] - The latest stock price of Tsinghua Design is reported at 13.99 yuan, reflecting a decrease of 0.92%, and the stock has cumulatively dropped 5.09% since the concentration of shares began [2] - The company's semi-annual report indicates that it achieved operating revenue of 456 million yuan, a year-on-year decrease of 38.75%, while net profit reached 28.59 million yuan, a year-on-year increase of 31.48%, with basic earnings per share at 0.1643 yuan and a weighted average return on equity of 2.57% [2]