北京市建国门北大街 8 号华润大厦 20 层 邮编：100005 电话：(86-10) 8519-1300 传真：(86-10) 8519-1350 junhebj@junhe.com 北京市君合律师事务所 关于广西投资集团有限公司及其一致行动人 免于发出要约事宜 一、收购人及其一致行动人的主体资格 之法律意见书 致：广西投资集团有限公司 北京市君合律师事务所（以下简称"本所"）是在中国北京市司法局注册的律 师事务所，具备在中国从事法律服务的资格。本所接受广西投资集团有限公司（以 下简称"广投集团"或"收购人"）的委托，就广西梧州中恒集团股份有限公司（以 下简称"中恒集团"）注销回购股份导致广投集团及其一致行动人合计持股比例被 动超过 30%（以下简称"本次收购"）所涉及的免于发出要约的有关事宜，出具本 法律意见书。 为出具本法律意见书之目的，本所律师依据《中华人民共和国公司法》《中华 人民共和国证券法》《上市公司收购管理办法》（以下简称"《收购管理办法》"）及 《上市公司股份回购规则》（以下简称"《股份回购规则》"）等中国现行法律、行 政法规、部门规章及规范性文件之规定，审阅了广投集团提供的与本次收购相关 ...

来源：金融界 天眼查商业履历信息显示，广西梧州中恒集团股份有限公司，成立于1993年，位于梧州市，是一家以从 事医药制造业为主的企业。企业注册资本345148.9454万人民币，实缴资本5744万人民币。公司法定代 表人为杨金海。 通过天眼查大数据分析，广西梧州中恒集团股份有限公司共对外投资了32家企业，参与招投标项目104 次，知识产权方面有商标信息5条，此外企业还拥有行政许可13个。 金融界消息 截至2025年8月25日收盘，中恒集团（600252）报收于2.87元，下跌0.35%，换手率2.17%， 成交量71.56万手，成交金额2.06亿元。 资金流向方面，今日主力资金净流出2637.30万元，占比成交额12.8%。其中，超大单净流出2500.49万 元、占成交额12.14%，大单净流出136.81万元、占成交额0.66%，中单净流出流入1533.70万元、占成交 额7.45%，小单净流入1103.60万元、占成交额5.36%。 中恒集团最新一期业绩显示，截至2025一季报，公司营业总收入7.42亿元、同比减少7.92%，归属净利 润1826.71万元，同比减少66.61%，扣非净利润1577.21万 ...

Group 1 - The core point of the article is that Zhongheng Group's subsidiary, Laimei Pharmaceutical, has approved a guarantee for Chongqing Laimei Longyu Pharmaceutical Co., Ltd. to secure a credit facility of 10 million RMB from Hengfeng Bank [2][3] - The board and supervisory meetings of Laimei Pharmaceutical took place on August 20, 2025, where the guarantee proposal was reviewed and approved [2] - The loan term for the credit facility is set for one year [2]

Core Viewpoint - The company, Guangxi Wuzhou Zhongheng Group Co., Ltd., has announced that its subsidiary, Chongqing Laimei Pharmaceutical Co., Ltd., will provide a guarantee for its wholly-owned subsidiary, Chongqing Laimei Longyu Pharmaceutical Co., Ltd., to secure a credit facility of RMB 10 million from Hengfeng Bank [2][3]. Group 1: Guarantee Details - The guarantee involves a credit facility of RMB 10 million with a loan term of one year, and there is no counter-guarantee involved [2]. - The company has approved a total credit limit of up to RMB 5 billion for 2025, with a maximum guarantee amount of RMB 2.5 billion [3]. - The guarantee is within the approved credit limit and does not require further board or shareholder approval [3]. Group 2: Subsidiary Information - Laimei Longyu is not listed as a dishonest executor [4]. - The guarantee is deemed necessary and reasonable due to Laimei Longyu's stable operating conditions, aligning with the company's long-term business development needs [7]. Group 3: Board Approval and Current Guarantees - The board meeting on March 27, 2025, approved the guarantee with unanimous support [7]. - As of the announcement date, the total external guarantee balance is RMB 373.49 million, which is 6.20% of the company's audited net assets for 2024, with no overdue guarantees reported [7].

Summary of Key Points Core Viewpoint - The announcement details the provision of a guarantee by Guangxi Wuzhou Zhongheng Group Co., Ltd. for its wholly-owned subsidiary, Chongqing Laimeilongyu Pharmaceutical Co., Ltd., to secure a financing credit line of RMB 10 million from Hengfeng Bank, with a total guarantee amount of RMB 39.4 million [1][4]. Group 1: Guarantee Details - The guarantee amount for Chongqing Laimeilongyu is RMB 10 million, with an actual guarantee balance of RMB 39.4 million [1]. - The total external guarantee amount by the company and its subsidiaries is RMB 373.49 million, which represents 6.20% of the company's latest audited net assets [1][4]. - There are no overdue guarantees as of the date of the announcement [1][4]. Group 2: Internal Decision-Making Process - The company held board meetings on March 27, 2025, and April 28, 2025, to approve the guarantee proposal, which falls within the previously approved comprehensive credit limit of RMB 5 billion for 2025 [2]. - The total guarantee limit approved is up to RMB 2.5 billion, and this specific guarantee does not require further board or shareholder approval [2]. Group 3: Financial Overview of the Guaranteed Entity - Chongqing Laimeilongyu Pharmaceutical Co., Ltd. has total assets of RMB 535.71 million and total liabilities of RMB 304.30 million as of June 2025 [3]. - The company reported a net asset of RMB 231.41 million and an operating income of RMB 46.63 million for the first half of 2025 [3]. Group 4: Necessity and Reasonableness of the Guarantee - The guarantee is deemed necessary and reasonable as it aligns with the operational needs of Laimeilongyu and is within the legal and regulatory framework [3]. - The company’s board has confirmed that the risks associated with the guarantee are manageable and that it supports the long-term business development of the subsidiary [3].

证券代码：600252 证券简称：中恒集团 公告编号：临 2025-73 广西梧州中恒集团股份有限公司 关于控股子公司为其全资子公司融资授信进行担保 的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 担保对象及基本情况 | | 被担保人名称 本次担保金额 | 1,000.00 | 重庆莱美隆宇药业有限公司 万元的综合授信额度内 | | --- | --- | --- | --- | | 担保对象 | 实际为其提供的担保余额 | 3,940.00 | 万元 | | | 是否在前期预计额度内 | 是 | □否 □不适用：_________ | | | 本次担保是否有反担保 | □是 | 否 □不适用：_________ | 累计担保情况 | 对外担保逾期的累计金额（万元） | 无 | | --- | --- | | 截至本公告日上市公司及其控股子公司对外担保总额（万元） | 37,348.66 | | 对外担保总额占上市公司最近一期经审计净资产的比例（%） | 6.20 | 一、担保情况概述 （一） 担保 ...

Core Viewpoint - The successful certification of the intellectual property management system by Guangxi Shuangqian Health Industry Co., Ltd. under Zhongheng Group marks a significant advancement in the company's standardization and systematization of intellectual property management, enhancing its innovation capabilities and market competitiveness [1] Group 1 - The certification was conducted under the guidance of the Wuzhou Market Supervision Bureau and followed the requirements of the "Enterprise Intellectual Property Compliance Management System" [1] - The audit included a comprehensive review of the company's intellectual property management across all departments and processes, focusing on the completeness and appropriateness of system documents, operational effectiveness, patent management during the R&D process, and the utilization and protection of intellectual property [1] - The expert group unanimously concluded that the intellectual property management system of Shuangqian Industry meets national standards and operates in a standardized and effective manner [1] Group 2 - The certification is expected to help the company optimize resource allocation, improve innovation efficiency, strengthen brand image, and enhance market recognition while reducing infringement risks and protecting legal rights [1] - The company plans to use this certification as an opportunity to continuously improve its intellectual property management system, enhance the creation, utilization, protection, and layout of intellectual property, and promote the deep integration of intellectual property with the market and industry [1] - The ultimate goal is to make intellectual property a core driving force for the company's high-quality development [1]

Group 1 - Zhongheng Group successfully acquired a Class 1 innovative drug project for treating chronic heart failure, marking a significant addition to its cardiovascular treatment pipeline [1] - The newly introduced drug targets myocardial energy metabolism regulation, addressing unmet clinical needs in chronic heart failure treatment [1] - The acquisition aligns with Zhongheng Group's strategic focus on core disease areas and enhances synergy with existing products [1] Group 2 - Zhongheng Group has increased its R&D investment, totaling 604 million yuan from 2021 to 2024, which accounts for 5.37% of its operating income [2] - The company has initiated over 80 scientific innovation projects in the past five years, including six Class 1 innovative drug projects [2] - Notable achievements include the approval of "Sanqi Granules" for clinical trials and the successful launch of a unique injection for glioma treatment [2]

Core Viewpoint - Zhongheng Group has acquired a patented technology for a new drug to treat chronic heart failure, indicating a strategic move to enhance its product line and market competitiveness [1] Group 1: Acquisition Details - Zhongheng Group's subsidiary, Zhongheng Innovation, has purchased a drug technology for chronic heart failure for RMB 55 million [1] - The acquired drug is a Class 1 innovative chemical drug that addresses energy metabolism disorders in myocardial cells, offering a new treatment pathway [1] - There are currently no similar mechanism products available in the domestic and international markets [1] Group 2: Strategic Implications - The acquisition aligns with Zhongheng Group's strategic focus on unmet clinical needs and potential markets, particularly in cardiovascular, metabolic, and autoimmune diseases [1] - The company aims to enhance its business and product line through this acquisition, thereby increasing its market competitiveness [1] - Zhongheng Group is building a differentiated competitive advantage in cardiovascular treatment by leveraging a dual-driven model of independent R&D and strategic acquisitions [1]

Market Overview - As of August 5, the Shanghai Composite Index closed at 3617.60 points, with a change of +0.96%. The Shenzhen Component Index closed at 11106.96 points, up by +0.59%, and the ChiNext Index closed at 2343.38 points, increasing by +0.39% [1]. Trading Volume Analysis - A total of 2900 stocks saw an increase in average transaction volume, with 93 stocks experiencing a rise of over 50%. Conversely, 1651 stocks reported a decrease in average transaction volume [1]. - Notable stocks with significant increases in average transaction volume include: - Xinquan Co., Ltd. (603179) with a 227.40% increase - Shanghai Shihua Development (600748) with a 195.16% increase - Zhongheng Group (600252) with a 186.00% increase [1]. Active Stocks by Transaction Count - The stocks with the highest increase in transaction count include: - Victory Energy (001331) with a 4113.61% increase in transaction count - *ST Suwu (600200) with a 1613.63% increase - Zeyu Intelligent (301179) with a 1060.11% increase [2]. Stocks with Significant Increases in Both Volume and Count - A total of 35 stocks showed an increase of over 50% in both average transaction volume and transaction count. Notable mentions include: - Chunhui Intelligent Control (300943) with a 127.35% increase in average transaction volume and a 225.19% increase in transaction count - Ningbo Port (601018) with a 106.91% increase in average transaction volume and a 56.51% increase in transaction count [4].