Securities code: 002514 securities abbreviation: Jiangsu Boamax Technologies Group Co.Ltd(002514) Announcement No.: 2022-014 Jiangsu Boamax Technologies Group Co.Ltd(002514)
Pre disclosure announcement on passive closing of shareholders holding more than 5% shares
Mr. Chen Dong, a shareholder holding more than 5%, 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. Special tips:
Part of the company’s shares pledged by Mr. Chen Dong, a shareholder who holds 80.588368 million shares of Jiangsu Boamax Technologies Group Co.Ltd(002514) (hereinafter referred to as “the company”, “the company” or “Baoxin technology”) (accounting for 14.55% of the total share capital of the company), may be passively reduced due to the liquidation of the breach clauses agreed in the trigger agreement, The passive reduction plan is to reduce no more than 1108068500 shares of the company (accounting for no more than 2.00% of the total share capital of the company) in the form of centralized bidding within six months after 15 trading days from the date of disclosure of this announcement.
The company recently received the notification letter on the passive closing risk of shares and share reduction plan from the shareholder Mr. Chen Dong. Mr. Chen Dong may have passive reduction due to the closing risk of some of the company’s shares pledged in the early stage. Now the relevant matters are announced as follows:
1、 Basic information of shareholders
(I) name of shareholder: Chen Dong
(II) as of the disclosure date of this announcement, Mr. Chen Dong directly holds 80.588368 million shares of the company, accounting for 14.55% of the total share capital of the company.
2、 Main contents of this reduction plan
(I) share reduction plan
1. Reasons for passive reduction: some of the company’s shares pledged by Mr. Chen Dong in the early stage may have the risk of closing positions, resulting in passive reduction.
2. Number and proportion of shares to be reduced, source of shares and method of reduction:
Name of shareholders proportion of the number of shares to be reduced to the total share capital of the company
Non public offering of shares
Chen Dong has no more than 1108068500 shares and no more than 2.00% of the shares transferred through centralized bidding by the transferor of the agreement
3. Reduction period: within six months after 15 trading days from the date of disclosure of this announcement, if there is a window period stipulated by laws and regulations during this period, there will be no reduction. During the reduction period, if the centralized bidding trading method is adopted within any continuous 90 natural days, the total number of shares reduced shall not exceed 1% of the total number of shares of the company (if the company has dividend distribution, share distribution, conversion of capital reserve to share capital, allotment of shares and other ex rights, ex interests and other matters during this period, the number of shares to be reduced mentioned above will be adjusted accordingly).
4. Reduction price: it depends on the market price at the time of reduction.
5. In addition to the passive reduction in the form of centralized bidding trading, the passive reduction of Pledged Shares in the form of block trading will not be ruled out.
(II) relevant commitments and performance of shareholders
No. commitment reason commitment party commitment type commitment content commitment time commitment performance period
Subscribed Jiangsu Boamax Technologies Group Co.Ltd(002514) for this non-public offering
Since the listing date (October 2014)
No transfer within 12 months from June 20)
Jiangsu Boamax Technologies Group Co.Ltd(002514) before the disclosure of 2016 Annual Report
No transfer. In Jiangsu Boamax Technologies Group Co.Ltd(002514) 2016
After the asset restructuring degree report is disclosed, if it is audited and confirmed by an accountant
The share lock-in subscription made by Chen Dong and Wang Min at 1:00 a.m. the counterparty has fulfilled its promise and profit commitment in October 2014, and the subscription of the counterparty is completed on the 20th of this issuance month
Shares in the bank can be unlocked. If the counterparty fails to
Complete its profit commitment to the underlying asset, then
Compensation for Jiangsu Boamax Technologies Group Co.Ltd(002514) shall be made after performance
After obligation (including impairment of underlying assets)
Compensation obligations confirmed after test), remaining
Shares can be unlocked.
Chen Dong and Wang Min, who acted in concert, made the following commitments:
Treasure held by Chen Dong and Wang Min who acted in concert
Xinke technology has 76488054 shares since this
Not within 12 months from the date of completion of the transaction
After the transfer, according to the China Securities Regulatory Commission
Relevant regulations of the acquisition Rapporteur Committee and Shenzhen Stock Exchange
The execution of a share order or equity agreement.
According to the management of acquisition of listed companies
2. According to the provisions of the change report and the measures for commitment locked by Chen Dong and Wang Min, Chen Dong’s assignment of Jiangsu Boamax Technologies Group Co.Ltd(002514) 27 million held by Guangxun Co., Ltd. in August 2015 has been completed on June 6
Commitment shares, after the equity change is completed, Chen
Dong and Wang Min will become the controlling shareholders of listed companies
Shareholders and actual controllers. Chen Dong, Wang Minfu
Women’s commitment since the completion of this equity change, 12
No transfer or increase of Jiangsu Boamax Technologies Group Co.Ltd(002514) within months
shares.
No. commitment reason commitment party commitment type commitment content commitment time commitment performance period
On the duration of voting power entrustment and responsibility bearing
The time limit commitments of and persons acting in concert are as follows: 1
The entrusting party promises the entrustment period of voting right entrustment
Limited to the subject matter under the share transfer agreement
No less than 18 months from the date of completion of share delivery
Month; 2. Within the validity period of voting power entrustment, the Committee
Neither the entrusting party nor the entrusted party shall exercise the voting right
Entrustment agreement on “agreement reached by both parties through consultation”
The right to terminate the entrustment. 3. Trustee in
Scope of authorization agreed in the voting rights entrustment agreement
Exercise the power of entrustment carefully and diligently in accordance with the law
Profit; To the entrusting party in the voting right entrustment agreement
The acquisition report shall be carefully and diligently complied with within the scope of authorization agreed by Chen Dong and Jiangsu on voting
After the power of attorney of jetton intellectual property and the law arising from the exercise of the power of attorney
As a result, the entrusting party has recognized and undertaken the corresponding manufacturing technology of 12 18 normal performance 3 change reports in 2020
Responsibility for concerted action. If the trustee violates the voting rights entrustment agreement
Limited company
Human commitment
It is promised that the exercise of rights agreed in the Wang Min agreement will lead to adverse consequences
The legal consequences to the entrusting party shall be borne by the entrusted party
If the entrusting party has undertaken the responsibility
In case of liability, the entrusted party shall compensate the entrusting party
Compensation or compensation. 4. The entrusting party will
The voting rights of all the remaining shares are entrusted to
Jiangsu jiedeng exercise, the entrusting party and Jiangsu jiedeng
Constitute the third part of the administrative measures for the acquisition of listed companies
Article 83 conditions of persons acting in concert
Form, time limit for concerted action and termination clause
The document is consistent with the agreement on the entrustment of voting rights, that is, the entrustment
The entrusting party promises to act in concert with the trustee
