Laimei Pharmaceutical: Beijing Junhe Law Firm’s legal opinion on Guangxi Investment Group Financial Holdings Co., Ltd.’s exemption from making an offer
20th Floor, China Resources Building, No. 8 Jianguomen North Street, Beijing Postcode: 100005 Tel: (86-10)8519-1300 Fax: (86-10)8519-1350 [email protected] Beijing Junhe Law Firm
About Guangxi Investment Group Financial Holdings Co., Ltd.
Exemption from making an offer
legal opinion
To: Guangxi Investment Group Financial Holdings Co., Ltd.
Beijing JunHe Law Firm (hereinafter referred to as the "firm") is a law firm registered with the Beijing Municipal Bureau of Justice, China, and is qualified to provide legal services in China. The Firm accepts the entrustment of Guangxi Investment Group Financial Holdings Co., Ltd. (hereinafter referred to as "Guangzhou Investment Financial Holdings" or the "acquirer") to serve as the buyer for Guangxi Wuzhou Zhongheng Group Co., Ltd. (hereinafter referred to as "Zhongheng Group") that Guangxi Investment Group Co., Ltd. (hereinafter referred to as "Guangzhou Investment Group") intends to acquire 859,343,587 247,426,064 Guangtou Financial Holding indirectly held Chongqing Laimei Pharmaceutical Co., Ltd. (hereinafter referred to as "Laimei Pharmaceutical") as a result of the capital increase and share expansion of the acquirer (hereinafter referred to as the "Transaction") (accounting for approximately 26.89% of the total share capital of Zhongheng Group). shares (accounting for 23.43% of the total share capital of Laimei Pharmaceutical) (hereinafter referred to as the "acquisition"), verified the exemption of Guangtou Financial Holdings from acquiring shares of Laimei Pharmaceutical by tender offer during the acquisition process, and issued this legal opinion.
For the purpose of issuing this legal opinion, the lawyers of our firm relied on the Company Law of the People’s Republic of China and the
Securities Law of the People's Republic of China" and "Measures for the Administration of Acquisitions of Listed Companies" (hereinafter referred to as the "Measures for the Administration of Acquisitions")
Beijing Headquarters Tel: (86-10) 8519-1300 Shanghai Branch Tel: (86-21) 5298-5488 Guangzhou Branch Tel: (86-20) 2805-9088 Shenzhen Branch Tel: (86-755) Fax: (86-10) 8519-1350 Fax: (86-21)5298-5492 Fax: (86-20)2805-9099 2939-5288Fax: (86-755)
2939-5289Hangzhou Branch Tel: (86-571) Chengdu Branch Tel: (86-28)6739-8000 Xi’an Branch Tel: (86-29)8550-9666 Qingdao Branch Tel: (86-532) 2689-8188 Fax: (86-28) 6739 8001 6869-5000Fax: (86-571) Fax: (86-532)
2689-8199 6869-5010 Chongqing Branch Tel: (86-23) 8860-1188 Dalian Branch Tel: (86-411) Haikou Branch Tel: (86-898) 3633-3401 Hong Kong Branch Tel: (852) 2167-0000 Fax: (86-23) 8860-1199 8250-7578 Fax: (86-898) 3633-3402 Fax: (852) 2167-0050 Fax: (86-411)
8250-7579
New York Office Phone: (1-737) 215-8491 Silicon Valley Office Phone: (1-888) 886-8168 Seattle Office Phone: (1-425) 448-5090
Fax: (1-737) 215-8491 Fax: (1-888) 808-2168 Fax: (1-888) 808-2168 www.junhe.com and other current Chinese laws, administrative regulations, departmental rules and normative documents, reviewed the documents provided by Guangzhou Investment Financial Holdings related to this acquisition and deemed necessary by the firm to issue this legal opinion, including relevant records, materials and certificates, and verified matters related to this acquisition.
During the aforementioned verification process, Guangtou Financial Holdings guarantees that: (1) it has provided authentic, accurate, complete and effective documents, materials or oral explanations that the Exchange believes are necessary for the issuance of this legal opinion, and there are no concealments, falsehoods or major omissions; (2) all documents provided to the Exchange are consistent with the originals and originals, and all signatures, seals and seals on them are authentic; ( 3) Any signed documents have been validly authorized by the relevant parties and signed by their duly authorized representatives; (4) As of the date of issuance of this legal opinion, no documents provided to the firm have been altered, revised, rewritten or otherwise changed; (5) Any statements and explanations made by Guangzhou Investment Financial Holdings and other relevant entities regarding this acquisition cited in this legal opinion are consistent with the facts.
This legal opinion is issued based on the facts that have occurred or existed as of the date of issuance of this legal opinion and the relevant provisions of China's current laws, regulations and normative legal documents, and in accordance with the recognized business standards, ethics and diligence of the lawyer industry. For facts that are crucial to the issuance of this legal opinion and cannot be supported by independent evidence, our firm relies on relevant supporting documents and oral statements issued by Guangtou Financial Holdings or other relevant entities.
In this legal opinion, our firm only expresses legal opinions on the Chinese legal issues involved in the exemption from issuing a tender offer for this acquisition, and does not express opinions or comments on accounting, auditing, evaluation and other non-legal professional matters and overseas legal matters. The Firm's citation or reliance on certain data, opinions and conclusions contained in accounting statements, audit reports, evaluation reports and other documents in this legal opinion does not indicate that the Firm makes any express or implied guarantee or commitment as to the authenticity and accuracy of such data, opinions and conclusions, nor does the Firm have the appropriate qualifications to verify and evaluate such documents.
This legal opinion is only for the purchaser's use for the purpose of exempting from making an offer for this acquisition. It may not be used for any other purpose without the prior written consent of the Firm. The Firm agrees to regard this legal opinion as a necessary legal document for this acquisition to be exempted from issuing an offer, and shall assume corresponding legal liability for the legal opinion issued in accordance with the law.
The Exchange agrees that the acquirer shall quote the relevant contents of this legal opinion in the relevant documents prepared by it for the exemption from issuing an offer for this acquisition in accordance with laws and regulations or the review requirements of the securities regulatory authorities. However, when it makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. We have the right to review and confirm the relevant contents of the above-mentioned relevant documents again.
1. Subject qualifications of the acquirer
(1) Basic information of the acquirer
- Basic information about the acquirer
According to the currently valid "Business License" provided by Guangzhou Investment Financial Holdings, and after inquiries made by our lawyers on the National Enterprise Credit Information Publicity System website (http://www.gsxt.gov.cn) (hereinafter referred to as the "National Enterprise Publicity System Website"), as of the date of this legal opinion, the basic situation of Guangzhou Investment Financial Holdings is as follows: Name Guangxi Investment Group Financial Holdings Co., Ltd.
Unified social credit code 914500007479772820
Business Type Other Limited Liability Company
Registered capital RMB 1,467,846,006,850
Legal representative Peng Hu
Date of establishment April 1, 2003
Registered address: A-5-226, No. 223, Xingguang Avenue, Economic Development Zone, Nanning City
Investment management of banks, securities and insurance; investment, financing and financial research; investment of corporate own funds; equity investment and management; asset management and disposal; business scope of entrusted asset management
management; investment and management consulting services. (Projects that require approval according to law can only carry out business activities after approval by relevant departments.)
According to the currently valid "Articles of Association" provided by Guangtou Financial Holdings and inquiries made by our lawyers on the National Enterprise Publicity System website, as of the date of this legal opinion, the registration status of Guangtou Financial Holdings is "continuous". According to the confirmation made by Guangtou Financial Holdings and the appropriate verification by our lawyers, there is no situation that requires dissolution or termination of Guangtou Financial Holdings in accordance with the provisions of laws, regulations and its Articles of Association.
To sum up, as of the date of issuance of this legal opinion, Guangtou Financial Holdings is a validly existing limited liability company, and there is no situation that requires dissolution or termination in accordance with laws, regulations and its Articles of Association.
(2) The acquirer is not prohibited from acquiring listed companies as stipulated in Article 6 of the "Acquisition Management Measures"
Based on the written confirmation issued by the acquirer and approved by our lawyers on the National Enterprise Publicity System website, China Judgment Document Network (https://wenshu.court.gov.cn), and China Execution Information Disclosure According to inquiries on the website (https://zxgk.court.gov.cn), the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission") securities and futures market breach of trust record inquiry platform website (https://neris.csrc.gov.cn/shixinchaxun) and the "Credit China" website (https://www.creditchina.gov.cn/), as of the date of issuance of this legal opinion, the acquirer does not have the following circumstances that prohibit the acquisition of listed companies as stipulated in Article 6 of the "Acquisition Management Measures":
(1) The acquirer has a relatively large amount of debt that has not been repaid when due and is in a continuing state;
(2) The acquirer has committed major illegal acts or is suspected of major illegal acts in the past three years;
(3) The acquirer has committed serious breach of trust in the securities market in the past three years;
(4) Other circumstances determined by laws, administrative regulations and the China Securities Regulatory Commission that prohibit the acquisition of listed companies.
To sum up, as of the date of issuance of this legal opinion, the acquirer does not have the circumstances that prohibit the acquisition of listed companies as stipulated in Article 6 of the "Acquisition Management Measures" and is qualified as the subject of this acquisition.
2. Basic situation of this acquisition
According to the "Acquisition Report", the information provided by the acquirer and its written confirmation, before this acquisition, the acquirer did not directly hold or indirectly hold the shares of the listed company or its voting rights through other means; after the completion of this acquisition, the acquirer will indirectly hold 247,426,064 shares of Laimei Pharmaceutical through Zhongheng Group, accounting for 23.43% of the total share capital of Laimei Pharmaceutical.
According to the "Acquisition Report", the "2025 Semi-Annual Report of Chongqing Laimei Pharmaceutical Co., Ltd." (hereinafter referred to as the "2025 Semi-Annual Report") disclosed by Laimei Pharmaceutical on the website of the Shenzhen Stock Exchange, and the written confirmation issued by Laimei Pharmaceutical, as of the date of this legal opinion, Qiu Yu holds 110,700,065 shares of Laimei Pharmaceutical, accounting for 10.48% of the total share capital of Laimei Pharmaceutical. According to the "Voting Rights Entrustment Agreement" signed by Qiu Yu and Zhongheng Group on June 4, 2024, Qiu Yu has exclusively and irrevocably entrusted Zhongheng Group with the voting rights corresponding to all the shares he holds in Laimei Pharmaceutical, and the entrustment period is until June 7, 2026.
According to the "Acquisition Report", "2025 Semi-Annual Report" and the written confirmation issued by Laimei Pharmaceutical, as of the date of this legal opinion, Guangxi Guangtou Guohong Health Industry Fund Partnership (Limited Partnership) (hereinafter referred to as "Guangtou Guohong") holds 11,111,111 shares of Laimei Pharmaceutical, accounting for 1.05% of the total share capital of Laimei Pharmaceutical. According to Guangtou Guohong on September 11, 2020 In the "Letter of Commitment for Concerted Actions" issued on 23rd, Guangtou Guohong promised: "After the completion of this issuance, during the issuer's major business decision-making process (including but not limited to the decision-making process of the shareholders' meeting), it will reach an agreement with Zhongheng Group in advance (if there are different opinions, the opinions of Zhongheng Group will be adopted). The letter of commitment is irrevocable and will continue to be valid from the date of signing to the period when Guangtou Guohong is a shareholder of the issuer."
According to the "Acquisition Report", "2025 Semi-Annual Report" and the written confirmation of Laimei Pharmaceutical, as of the date of issuance of this legal opinion, Nanning Zhongheng Tongde Pharmaceutical Industry Investment Fund Partnership (Limited Partnership) (hereinafter referred to as "Zhongheng Tongde") holds 21,447,778 shares of Laimei Pharmaceutical, accounting for 2.03% of the total share capital of Laimei Pharmaceutical. According to Zhongheng Tongde on September 11, 2020 In the "Letter of Commitment for Concerted Actions" issued on 23rd, Zhongheng Tongde promised: "After the completion of this issuance, during the issuer's major business decision-making process (including but not limited to the decision-making process of the shareholders' meeting), it will reach an agreement with Zhongheng Group in advance (if there are different opinions, the opinions of Zhongheng Group will be adopted). The letter of commitment is irrevocable and will continue to be valid from the date of signing until Zhongheng Tongde is a shareholder of the issuer."
To sum up, after the completion of this acquisition, the acquirer will indirectly hold 247,426,064 shares of Laimei Pharmaceutical through Zhongheng Group, accounting for 10% of the total share capital of Laimei Pharmaceutical. 23.43%; if after the completion of this acquisition, the number of shares of Laimei Pharmaceutical held by Qiu Yu, Guangtou Guohong and Zhongheng Tongde and the proxy voting relationship or concerted action relationship between the above entities and Zhongheng Group have not changed compared to the date of this legal opinion, then after the completion of this acquisition, Zhongheng Group, Qiu Yu, Guangtou Guohong and Zhongheng Tongde will jointly control Laimei Pharmaceutical 390,685,018 shares, accounting for 37% of the total share capital of Laimei Pharmaceutical.
3. This acquisition is exempt from making an offer under the "Acquisition Management Measures"
Paragraph 1 of Article 61 of the "Measures for the Administration of Acquisitions" stipulates, "If the circumstances specified in Articles 62 and 63 of these Measures are met, investors and their concerted actors may: (1) be exempted from increasing their shareholdings by tender offer; (2) if there are restrictions on subject qualifications, share types, or special circumstances stipulated by laws, administrative regulations, or the China Securities Regulatory Commission, they may be exempted from submitting to the acquired All shareholders of the acquiring company issue a takeover offer"; Paragraph 1 of Article 62 stipulates that "under any of the following circumstances, the acquirer may be exempted from increasing its shares by way of tender offer: (1) The acquirer and the transferor can prove that the share transfer is conducted between different entities controlled by the same actual controller and does not result in a change in the actual controller of the listed company;..."
According to the "Acquisition Report", this acquisition was due to Guangzhou Investment Group's plan to increase capital and expand its shares of 859,343,587 shares of Zhongheng Group (accounting for approximately 26.89% of Zhongheng Group's total share capital) to the acquirer, which resulted in Guangzhou Investment Financial Holdings indirectly acquiring 247,426,064 shares of Laimei Pharmaceutical (accounting for 23.43% of Laimei Pharmaceutical's total share capital). According to the Acquisition Report, the information provided by the acquirer and its written confirmation, as of the date of this legal opinion, the acquirer’s equity structure is as follows:
Shareholder Registered capital (10,000 yuan) Capital contribution ratio
Guangxi Financial Investment Group Co., Ltd. (hereinafter
1,119,205.551759 76.2482% (referred to as "Guangxi Financial Investment")
Guangzhou Investment Group 348,640.455091 23.7518% Total 1,467,846.006850 100%
According to the Acquisition Report, the information provided by the acquirer and its written confirmation, as of the date of issuance of this legal opinion, the acquirer’s equity control relationship is as shown in the following figure 1:
According to the equity structure chart of the acquirer, as of the date of issuance of this legal opinion, the acquirer is a holding subsidiary of Guangzhou Investment Group. Both the acquirer and the transferor, Guangzhou Investment Group, are enterprises actually controlled by the State-owned Assets Supervision and Administration Commission of the People's Government of Guangxi Zhuang Autonomous Region (hereinafter referred to as "Guangxi State-owned Assets Supervision and Administration Commission").
1 Note: According to the written confirmation issued by Guangxi Financial Holdings, Guangzhou Investment Group received the "Notice from the Autonomous Region State-owned Assets Supervision and Administration Commission on Matters Related to the Free Transfer of Partial Equity Interests of 9 Enterprises including Guangxi Investment Group Co., Ltd." on July 25, 2025. Guangxi State-owned Assets Supervision and Administration Commission transferred its 33% stake in Guangzhou Investment Group to the Company without compensation. The repayment was transferred to Guangxi Guangdong Capital Operation Group Co., Ltd. After the completion of this change, the actual controller of Guangzhou Investment Group will still be Guangxi State-owned Assets Supervision and Administration Commission, Guangxi Financial Holdings is a holding subsidiary of Guangxi Financial Investment, Guangxi Financial Investment is a holding subsidiary of Guangxi Financial Investment Group, and the actual controller of Guangzhou Investment Financial Holdings will still be Guangxi State-owned Assets Supervision and Administration Commission. As of the date of issuance of this legal opinion, the relevant industrial and commercial change registration is in process.
According to the "Acquisition Report", "2025 Semi-annual Report" and the written confirmation of Laimei Pharmaceutical, before this acquisition, the controlling shareholder of Laimei Pharmaceutical was Zhongheng Group and the actual controller was Guangxi State-owned Assets Supervision and Administration Commission. According to the "Acquisition Report", after the completion of this acquisition, Guangtou Financial Holdings will indirectly hold 247,426,064 shares of Laimei Pharmaceutical through Zhongheng Group, accounting for 23.43% of the total share capital of Laimei Pharmaceutical. The controlling shareholder of Laimei Pharmaceutical will still be Zhongheng Group, and the actual controller will still be Guangxi State-owned Assets Supervision and Administration Commission. This acquisition will not lead to changes in the controlling shareholder and actual controller of Laimei Pharmaceutical.
In summary, our lawyers believe that this acquisition complies with the provisions of Article 62, Paragraph 1 (1) of the "Acquisition Management Measures", which exempts the acquirer from making an offer to increase its shareholding, and the acquirer is exempt from making an offer for this acquisition.
4. Conclusions
In summary, our lawyers believe:
As of the date of issuance of this legal opinion, Guangtou Financial Holdings is a validly existing limited liability company, and there is no situation that requires dissolution or termination in accordance with laws, regulations and its respective Articles of Association;
As of the date of issuance of this legal opinion, the acquirer is not prohibited from acquiring listed companies as stipulated in Article 6 of the "Acquisition Management Measures" and is qualified as the subject of this acquisition;
As of the date of issuance of this legal opinion, this acquisition complies with the provisions of Article 62, Paragraph 1 (1) of the "Acquisition Management Measures", which exempts China from increasing its shareholding by way of tender offer. Guangtou Financial Holdings is exempted from issuing an offer for this acquisition.
This legal opinion is made in triplicate and will take effect after being signed by our lawyers and stamped with our official seal.
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(This page has no text, but is the stamped page of "Beijing Junhe Law Firm's Legal Opinion on Guangxi Investment Group Financial Holdings Co., Ltd.'s Exemption from Making Tender Offers")
Beijing Junhe Law Firm (Official Seal) Person in Charge: Hua Xiaojun Managing Lawyer: Chen Guiyang Managing Lawyer: Chen Jiayi
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