邮编：100005 (86-10) 8519-1300 (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 北大街 8 号华润大厦 20 层 （以下简称" 《收购管理办法》" 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》 ）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 且本所认为出具本法律意见书所需的文件，包括有关 ...

Group 1 - The report indicates that the US stock market has rebounded significantly due to signs of easing in the US-China trade war, with the S&P 500 rising approximately 5% year-to-date and the Nasdaq 100 increasing nearly 7% [12][13] - Despite the rebound, the report highlights that the small-cap Russell 2000 index remains down about 1%, indicating a divergence in market performance [12] - The report notes that the global stock indices, excluding the US, have outperformed the US market, with the world index rising 17% year-to-date, driven by a weaker dollar and capital outflows due to de-dollarization [12][13] Group 2 - The report discusses the ongoing US-China trade negotiations, which have shown signs of temporary easing, but structural differences remain significant, leading to uncertainty in future negotiations [13] - It highlights that the US economy experienced a contraction in the first quarter of 2025, with GDP growth at -0.5%, primarily due to a surge in imports and a slowdown in consumer spending [17][18] - The report emphasizes that retail sales data for May fell short of expectations, with a 0.9% month-over-month decline, indicating a cautious consumer sentiment [22][23] Group 3 - The report outlines that the US job market is showing mixed signals, with job vacancies at 7.769 million but a decline in private sector job creation, reflecting a cautious outlook among employers [32][37] - It notes that the US housing market is under pressure, with new home sales dropping significantly, attributed to high prices and mortgage rates, leading to weakened demand [48][49] - The report also mentions that inflationary pressures are emerging, with core consumer price index data indicating a potential rise in inflation, which could complicate monetary policy decisions [58][59] Group 4 - The report suggests that global capital is shifting away from US dollar assets towards non-dollar markets, benefiting Hong Kong stocks and indicating a trend of de-dollarization [79][84] - It highlights that European and Japanese economies are showing signs of recovery, with improving macroeconomic indicators and investor sentiment, although uncertainties remain due to US trade policies [89][90] - The report recommends investors to consider increasing allocations to Hong Kong, European, and Japanese markets, as valuations are relatively lower compared to the US market [90]

Core Viewpoint - The recent data from the China Small and Medium Enterprises Association indicates a recovery in the development index for small and medium enterprises (SMEs), reflecting the positive impact of government policies aimed at supporting these businesses [1][2]. Group 1: SME Development Index - In May, the SME Development Index (SMEDI) rose to 89.5, an increase of 0.3 points from April, ending a two-month decline and indicating a clear recovery trend [1]. - All sub-indices, including macroeconomic sentiment, comprehensive operation, market, funding, labor, input, and efficiency indices, showed improvement compared to April, while the cost index remained stable [1]. - Various industries, including manufacturing, transportation, real estate, wholesale and retail, information transmission, software, and accommodation and catering, experienced rising indices, indicating overall stability and improvement in industry operations [1]. Group 2: Government Support Initiatives - A collaborative initiative involving 17 government departments has launched the "Together Benefit Enterprises" action plan for SMEs, introducing 73 measures to enhance policy support, environmental improvement, innovation, talent development, and legal protection [2]. - The "Hundred Events, Ten Thousand Enterprises" initiative aims to facilitate market expansion for SMEs through various activities [2]. - Financial institutions have reportedly provided over 18 trillion yuan in new credit to SMEs as part of a coordinated financing support mechanism [2]. Group 3: Challenges Facing SMEs - Despite the positive trends, SMEs still face significant challenges, including cautious lending practices from financial institutions due to their small scale, lack of management standards, and insufficient collateral [3]. - Market competition remains tough, particularly for private enterprises that often deal with delayed payments and discrimination [3]. - SMEs struggle with limited funding and talent, leading to inadequate investment in technology and innovation, which hampers their competitiveness [3]. Group 4: Policy Recommendations - Effective policy implementation is crucial, with fiscal and tax incentives tailored to different regions and industries to alleviate the burden on SMEs [4]. - Monetary policy should encourage financial institutions to increase credit availability and reduce financing costs for SMEs [4]. - A fair market environment is essential, requiring the elimination of discriminatory regulations and ensuring timely payments from larger enterprises and government entities to SMEs [4].