Announcement of Active Termination of Cash Option Distribution for Company Stock Listing by Shareholders' Meeting Resolution
Jingwei Textile Machinery Co., Ltd. and all members of the board guarantee that the information disclosed is true, accurate, and complete, without false records, misleading statements, or major omissions.
Special Reminder:
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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 Stock Listing Rules" and other relevant laws, regulations, and normative documents, the Company intends to actively withdraw its A-share stock from listing on the Shenzhen Stock Exchange (hereinafter referred to as "SZSE") and apply for transfer on the National Equities Exchange and Quotations system, as proposed by major shareholders China Hengtian Group Co., Ltd. (hereinafter referred to as "Hengtian Group") and China Hengtian Holdings Co., Ltd. (hereinafter referred to as "Hengtian Holdings"), and approved by the Company's board of directors.
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To fully protect investors' interests, the Company will initiate a dissenting shareholder and other shareholder protection mechanism. After the shareholders' meeting approves the resolution to actively terminate the listing, Hengtian Group will provide cash options to all A-share shareholders registered on the cash option equity registration date, excluding Hengtian Group and China Textile Machinery (Group) Co., Ltd. (hereinafter referred to as "China Textile Machinery Group") (limited to shares with restrictions on sale or other rights).
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The resolution to actively terminate the listing has been approved by the Company's 10th Board of Directors at its 8th temporary meeting in 2023. This matter still needs to be submitted to Jingwei's 2023 second temporary shareholders' meeting for approval. If the shareholders' meeting does not approve the proposal regarding the active termination of the Company's stock listing, dissenting A-share shareholders and other A-share shareholders will not be able to obtain cash options.
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The Company's stock (stock abbreviation: Jingwei, stock code: 000666) has been continuously suspended from trading since the market opened on September 1, 2023. If the resolution to actively terminate the Company's stock listing is approved at the 2023 second temporary shareholders' meeting, the Company's stock will enter the cash option distribution, exercise declaration, and settlement phase thereafter, and will no longer be traded. After the shareholders' meeting approves the relevant proposals, the Company will apply to the SZSE for the termination of stock listing.
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Each eligible A-share shareholder will receive one cash option right for every share held that is eligible to exercise cash options, except for shares with restrictions on sale or other rights. Eligible A-share shareholders can declare to exercise cash options during the cash option declaration period at the exercise price of 9.24 CNY per share, either in whole or in part, and will receive cash compensation after settlement.
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Shareholders declaring cash options cannot declare for shares that are restricted, frozen, pledged, or otherwise subject to rights limitations. The maximum number of shares a shareholder can declare is the number of shares held in their account that are not subject to restrictions as of the close of trading on the cash option registration date. If shares declared for cash options are subsequently restricted, frozen, pledged, or subject to third-party rights, the declaration for those shares will be invalidated.
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Shareholders who hold Jingwei stock through margin accounts and need to declare cash options must transfer the corresponding shares from their margin accounts to their regular securities accounts no later than the cash option registration date. On the cash option distribution date, the corresponding cash options will be distributed to the investor's securities account, and investors must declare their cash option exercise through their securities accounts on the declaration date. Investors engaged in repurchase agreements must complete early repurchase procedures no later than the trading day before the cash option registration date.