000666SZSE

Announcement on the Voluntary Termination of Cash Option Distribution for Company Stock via Shareholders' Meeting Resolution

Jingwei Textile Machinery Co., Ltd.··8 pages

✨ AI Summary

The company has decided to voluntarily terminate the distribution of cash options for its stock due to significant operational uncertainties. This decision, approved by the shareholders' meeting, will transition the stock from the Shenzhen Stock Exchange to the National Equities Exchange and Quotations. Eligible shareholders will receive cash options at a price of 9.24 CNY per share, with specific procedures outlined for exercising these options.

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Full Translation

AI Translation· azure_openai

Announcement on the Voluntary Termination of Cash Option Distribution for Company Stock via Shareholders' Meeting Resolution

The company and all members of the board guarantee that the information disclosed is true, accurate, and complete, without false records, misleading statements, or significant omissions.

Special Reminder:

  1. Due to market changes, Jingwei Textile Machinery Co., Ltd. (hereinafter referred to as "Jingwei" or "the Company") is facing significant operational uncertainties that may have a substantial impact on the Company. To protect the interests of minority shareholders, in accordance with the "Shenzhen Stock Exchange Listing Rules" and other relevant laws and regulations, the Company, upon the proposal of its shareholders China Hengtian Group Co., Ltd. (hereinafter referred to as "Hengtian Group") and China Hengtian Holdings Co., Ltd. (hereinafter referred to as "Hengtian Holdings"), has decided to voluntarily withdraw its A-share stock from trading on the Shenzhen Stock Exchange and instead apply for transfer on the National Equities Exchange and Quotations.

  2. To fully protect investors' interests, the Company will initiate a protection mechanism for dissenting shareholders and other shareholders, with Hengtian Group providing cash options to all A-share shareholders registered on the cash option record date, excluding Hengtian Group and China Textile Machinery (Group) Co., Ltd. (hereinafter referred to as "CTMC Group"), with shares subject to restrictions.

  3. The Company's stock (stock abbreviation: Jingwei, stock code: 000666) has been continuously suspended from trading since the market opened on September 1, 2023. The decision to voluntarily terminate the Company's stock listing has been approved by the Company's second extraordinary general meeting of shareholders in 2023. The stock will enter the cash option distribution, exercise declaration, and settlement phase and will no longer be traded. Investors are advised to pay attention to investment risks. Each eligible A-share shareholder will receive one cash option right for every share held, and shareholders can declare to exercise their cash options during the declaration period at the exercise price of 9.24 CNY per share.

  4. Shareholders declaring cash options cannot declare for shares that are subject to restrictions, have been frozen, pledged, or have other rights limitations. The maximum number of shares a shareholder can declare is limited to the number of shares held in their account that are not subject to restrictions, pledges, judicial freezes, or other rights limitations as of the close of trading on the cash option record date. If shares declared for cash options are subsequently restricted, frozen, pledged, or subject to third-party rights after the declaration, the cash option declaration for those shares will be invalidated.

  5. Shareholders who have received cash options can declare to exercise them during the declaration period (specific dates to be announced separately) from 9:30 AM to 11:30 AM and from 1:00 PM to 3:00 PM, transferring their shares to the cash option provider, Hengtian Group. If eligible A-share shareholders do not declare or effectively declare to exercise their cash options during the declaration period, they will not receive the corresponding cash compensation.

  6. As of August 31, 2023, the closing price of Jingwei was 8.97 CNY per share, and the cash option exercise price is 9.24 CNY per share. Shareholders who effectively declare to exercise cash options will receive cash compensation at the exercise price of 9.24 CNY per share. The reference stock price and the cash option agreed price premium do not exceed 50%, and the absolute value of the Delta of the rights contained in this cash option is not less than 5%. According to the relevant provisions of the "Shenzhen Stock Exchange Self-Regulatory Guidelines No. 1 - Business Handling," the Company will provide cash options through the trading system (displayed as "cash options" during system declaration), with specific operational methods detailed in the section "III. Methods for Declaring to Exercise Cash Options."

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