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广州发展: 北京市中伦(广州)律师事务所关于广州产业投资控股集团有限公司及其一致行动人增持广州发展集团股份有限公司股份的专项核查意见

Core Viewpoint - Guangzhou Industrial Investment Holding Group Co., Ltd. and its concerted party, the private equity fund "Investment Value No. 1," are increasing their stake in Guangzhou Development Group Co., Ltd. and are exempt from making a mandatory offer [1][11]. Group 1: Background Information - Guangzhou Industrial Investment Holding Group is a limited liability company established on September 26, 1989, with a registered capital of approximately 65.26 billion yuan [5][8]. - The private equity fund "Investment Value No. 1" is managed by Guangzhou Industrial Investment Private Equity Fund Management Co., Ltd. and has been legally registered with the China Securities Investment Fund Association [9][6]. Group 2: Shareholding Situation - Prior to the increase, Guangzhou Industrial Investment Holding Group held 2,019,111,863 shares of Guangzhou Development, accounting for 57.59% of the total shares, while its concerted action party held 11,515,387 shares, representing 0.33% [7][10]. - The increase plan involves acquiring between 100 million yuan and 200 million yuan worth of shares over a six-month period starting January 3, 2025 [10]. Group 3: Implementation of the Increase - The increase has been executed through the Shanghai Stock Exchange, with a total of 12,529,300 shares acquired, amounting to approximately 126.89 million yuan, exceeding the lower limit of the planned increase [10][11]. - The increase does not affect the listing status of Guangzhou Development, as the total shares held by Guangzhou Industrial Investment Group and its concerted parties exceed 50% of the total issued shares [11]. Group 4: Legal Compliance and Disclosure - The increase complies with the relevant laws and regulations, including the Company Law and the Securities Law, and has met the necessary disclosure obligations [11][12]. - Guangzhou Development has published announcements regarding the increase plan and its progress in accordance with the Securities Law and self-regulatory guidelines [11][12].