Announcement on the Voluntary Termination of Cash Option Distribution for Company Stock via Shareholders' Meeting Resolution
Jingwei Textile Machinery Co., Ltd. and all members of the board of directors guarantee that the content of this information disclosure is true, accurate, and complete, without false records, misleading statements, or significant omissions.
Special Reminder:
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Due to market changes, Jingwei Textile Machinery Co., Ltd. (hereinafter referred to as "Jingwei Textile" 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, regulations, and normative documents, 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 the listing of its A-shares on the Shenzhen Stock Exchange (hereinafter referred to as "SZSE") and instead apply for transfer on the National Equities Exchange and Quotations system.
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To fully protect the interests of investors, the Company will initiate a dissenting shareholder and other shareholder protection mechanism, whereby Hengtian Group will provide 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 or limitations.
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The Company's stock (stock abbreviation: Jingwei Textile, stock code: 000666) has been continuously suspended from trading since the market opened on September 1, 2023. The decision to voluntarily terminate the listing of the Company's stock has been approved by the Company's second extraordinary general meeting of shareholders in 2023. The Company's 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 who receive cash option rights may declare to exercise their cash options during the declaration period at the exercise price of 9.24 CNY per share.
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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 is completed, the declaration for those shares will be invalidated from the time of such restrictions.
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Shareholders who receive cash options may declare to exercise their cash options in full or in part 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 consideration.
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As of August 31, 2023, the closing price of Jingwei Textile was 8.97 CNY per share, and the cash option exercise price is 9.24 CNY per share. Shareholders who effectively declare to exercise their cash options will receive cash consideration at the exercise price of 9.24 CNY per share. The reference stock price and the agreed cash option price have not exceeded a premium of 50%, and the absolute value of the Delta of the rights contained in this cash option has not been 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" in the system declaration). Specific operational methods can be found in the section "III. Methods for Declaring to Exercise Cash Options."