Securities code: 002514 securities abbreviation: Jiangsu Boamax Technologies Group Co.Ltd(002514) Announcement No.: 2022-012 Jiangsu Boamax Technologies Group Co.Ltd(002514)
Announcement on passive reduction of shares by shareholders holding more than 5% to 1%
The shareholder Mr. Chen Dong guarantees that the information provided to the company is true, accurate and complete without false records, misleading statements or major omissions.
The company and all members of the board of directors guarantee that the contents of the announcement are consistent with the information provided by the information disclosure obligor. Jiangsu Boamax Technologies Group Co.Ltd(002514) (hereinafter referred to as “the company”) shares pledged to Capital Securities Co., Ltd. by Mr. Chen Dong, a shareholder holding more than 5% of the shares, were passively reduced due to the liquidation of the breach clauses agreed in the trigger agreement. The relevant information is hereby announced as follows: 1 Basic information
Information disclosure obligor Chen Dong
Address: Nanjing, Jiangsu Province
Change time of Equity: February 9, 2022 and February 10, 2022
Stock abbreviation Jiangsu Boamax Technologies Group Co.Ltd(002514) stock code 002514
Change type (multiple choices) increase □ decrease √ concerted action person yes √ no □
Yes □ no √
On November 26, 2020, the shareholders of the company, Mr. Chen Dong and Ms. Wang Min, signed the share voting right entrustment agreement on Suzhou Jiangsu Boamax Technologies Group Co.Ltd(002514) Industrial Co., Ltd. with Jiangsu jiedeng Intelligent Manufacturing Technology Co., Ltd. (hereinafter referred to as “Jiangsu jiedeng”), Mr. Chen Dong and Ms. Wang Min entrusted Jiangsu jiedeng to exercise the voting rights of 101085894 shares of the company (accounting for 18.2454% of the total share capital of whether the company is the largest shareholder or the actual controller), For details, please refer to the company’s announcement in the securities times and cninfo on November 27, 2020（ http://www.cn.info.com.cn. ）Suggestive announcement on the signing of share transfer agreement, voting right entrustment agreement and the proposed change of controlling shareholder and actual controller by controlling shareholder and actual controller (Announcement No.: 2020-070) And related announcements.
2. Changes in equity this time
Share types (A shares, B shares, etc.) number of shares reduced (10000 shares) reduction proportion (%)
A shares 554.00 1.00
Total 554.00 1.00
The way of this equity change is through the centralized trading of the stock exchange √
(multiple choice) block trading through stock exchange □
Others □ (please specify)
3. Shares of listed companies owned by investors and persons acting in concert before and after the change
Shares held before this change shares held after this change
Name of shareholder / nature of shares
Proportion of shares (10000 shares) to total share capital (%)
Chen Dong 8612.8368 15.55 8058.8368 14.55
Wang Min 942.2526 1.70 942.2526 1.70
Jiangsu jiedeng 2770.1714 5.00 2770.1714 5.00
Total shares held 12325.2608 22.25 11771.2608 21.25
Including: shares with unlimited sales conditions 12325.2608 22.25 11771.2608 21.25
Shares with limited sales conditions 0
The 27701714 shares held by Jiangsu jiedeng are the shares of Mr. Chen Dong transferred by agreement in December 2020. For this acquisition, Jiangsu jiedeng issued the commitment letter on share locking: “I. The company subscribed Jiangsu Boamax Technologies Group Co.Ltd(002514) through this transaction Shares shall not be transferred within 18 months after the completion of the acquisition. 2、 If the above-mentioned lock-in period is inconsistent with the latest regulatory opinions of the regulatory authority, it will be adjusted accordingly according to the latest regulatory opinions of the regulatory authority. After the expiration of the above-mentioned lock-in period, it shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
”The transfer registration procedures of the shares have been completed on December 22, 2020. Mr. Chen Dong, Ms. Wang Min Jiangsu jiedeng signed the commitment on voting right entrustment and persons acting in concert: “1. The entrusting party promises that the entrustment period of voting right entrustment shall not be less than 18 months from the date of completion of the delivery of the subject shares under the share transfer agreement; 2. During the validity period of voting right entrustment, neither the entrusting party nor the trustee shall exercise the right of entrustment under the voting right entrustment agreement The right of “both parties agree to terminate the entrustment through consultation”. 3. The entrusted party shall exercise the entrusted right carefully and diligently according to law within the scope of authorization agreed in the voting right entrustment agreement; The entrusting party shall recognize and bear corresponding responsibilities for the legal consequences arising from the entrusting party’s prudent and diligent exercise of the entrusted rights in accordance with the law within the scope of authorization agreed in the voting rights entrustment agreement. If the entrusted party exercises its rights in violation of the voting rights entrustment agreement, resulting in legal consequences against the entrusting party, the entrusted party shall bear the responsibility. If the entrusting party has borne the responsibility, the entrusted party shall compensate or compensate the entrusting party. 4. The entrusting party entrusts the voting rights of all the remaining shares it holds to Jiangsu jiedeng for exercise. The entrusting party and Jiangsu jiedeng constitute the case that they are the persons acting in concert as stipulated in Article 83 of the administrative measures for the acquisition of listed companies. The time limit and cancellation conditions of the concerted action are consistent with the agreement on the entrustment of voting rights, That is, the client promises to act in concert with the trustee for a period of no less than 18 months. “
4. Implementation of commitments, plans, etc
Whether this change is performance yes □ no √
The commitments, intentions and plans made in this share change are part of the Pledged Shares, which are passively reduced due to the liquidation of the breach clauses agreed in the trigger agreement.
Is there any violation in this change
Securities Law of the people’s Republic of China on the receipt of listed companies yes √ no □
According to laws such as the measures for the administration of share purchase, this share change is a passive reduction. This share change did not disclose the administrative regulations, departmental rules and pre disclosure announcements of share reduction as required. As the person acting in concert of the controlling shareholder, he reduced his holdings of normative documents and business shares of the exchange within the promised lock-in period. Rules, etc. 5 The shares with restricted voting rights shall be subject to Article 6 of the securities law
Provisions of Article 13, yes □ no √
Further explanation on the increase of shares held by more than 6.30% of the shareholders who are not allowed to exercise voting rights (not applicable) 7 Documents for future reference 1. Details of shareholding changes of China Securities Depository and Clearing Co., Ltd. √ 2. Relevant written commitment documents □ 3. Written opinions of lawyers □ 4. Other documents required by Shenzhen Stock Exchange □ information disclosure obligor: Chen Dong hereby announces.
Jiangsu Boamax Technologies Group Co.Ltd(002514) board of directors February 11, 2022
