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中恒集团: 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之法律意见书

Core Viewpoint - The legal opinion letter indicates that Guangxi Investment Group Co., Ltd. and its concerted actions are exempt from making a tender offer due to the share repurchase by Guangxi Wuzhou Zhongheng Group Co., Ltd. which resulted in their combined shareholding exceeding 30% [2][14]. Group 1: Acquisition Details - Guangxi Investment Group is acquiring shares in Guangxi Wuzhou Zhongheng Group, which has led to a passive increase in their shareholding above 30% due to the company's share repurchase [2][10]. - The repurchase plan involves using between RMB 300 million and RMB 500 million to buy back shares at a price not exceeding RMB 3.80 per share, with the repurchase period set for six months [11][12]. Group 2: Company Qualifications - Guangxi Investment Group is a state-owned limited liability company with a registered capital of RMB 2.3 billion, established on March 8, 1996, and is currently in good standing [6][7]. - Guangxi Health Industry Group Co., Ltd., a wholly-owned subsidiary of Guangxi Investment Group, is also qualified as a concerted action party in this acquisition [8][10]. Group 3: Legal Compliance - Both Guangxi Investment Group and its concerted action party do not fall under any prohibitive conditions outlined in the Acquisition Management Measures, confirming their eligibility for the acquisition [10][11]. - The acquisition meets the criteria for exemption from making a tender offer as stipulated in the Share Repurchase Rules and the Acquisition Management Measures [14].