Besemy: Suspected of Failing to Fulfill Tender Offer Obligations as Stipulated and Violations of Information Disclosure Regulations; Actual Controller Chen Feng Proposed to Be Fined 4.5 Million Yuan

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On March 16, BesMei (rights protection) (300796.SZ) announced that recently, the company’s actual controller, Chen Feng, received an “Administrative Penalty Notice” issued by the Zhejiang Regulatory Bureau of the China Securities Regulatory Commission (hereinafter referred to as “Zhejiang CSRC”). The case involves Chen Feng’s suspected failure to fulfill mandatory tender offer obligations and violations of information disclosure regulations. The Zhejiang Regulatory Bureau has completed its investigation, and it plans to impose administrative penalties on Chen Feng according to the law.

As of August 29, 2024, according to relevant regulations, Chen Feng, the actual controller of BesMei, along with BesMei Holding’s shareholder Ningbo BesMei Investment Holding Co., Ltd., Jiangsu Xihua Private Fund Management Co., Ltd. - Jiangsu Xihua Qinghe No. 2 Private Securities Investment Fund, and Shanghai Yiyang Shangyuan Enterprise Management Consulting Partnership (Limited Partnership), are in concerted action. Chen Feng and his concerted actors hold a total of 106,062,539 shares of BesMei, accounting for 29.37% of the total share capital of the listed company. On August 30, 2024, Chen Feng, using borrowed funds, purchased 10,833,000 shares of BesMei through securities accounts of Wu Jiming and Zhong Junhai via block trade, representing 3% of the total share capital.

After these transactions, Chen Feng and his concerted actors hold 116,895,539 shares of BesMei, accounting for 32.37% of the total share capital, triggering the obligation to make a mandatory tender offer. However, Chen Feng did not fulfill this obligation as required. His actions are suspected of violating Article 65, Paragraph 1 of the Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”) and constitute illegal behavior as described in Article 196, Paragraph 1 of the Securities Law.

Meanwhile, Chen Feng concealed changes in his shareholding information, leading to false disclosures regarding the actual controller’s shareholding in BesMei’s 2024 annual report and 2025 semi-annual report. His actions are suspected of violating Article 197, Paragraph 2 of the Securities Law.

The Zhejiang CSRC plans to order Chen Feng to correct his behavior, issue a warning, and impose a fine of 4.5 million yuan. Specifically, for his failure to fulfill the mandatory tender offer obligation, he will be ordered to correct his behavior, warned, and fined 1.5 million yuan; for concealing his shareholding changes resulting in false disclosures, he will be fined 3 million yuan.

According to the official website, BesMei is one of the few domestic pesticide companies capable of full industry chain production and R&D for Dimethyl Methylphosphonate (DMMP), intermediates, and formulations. Its main business covers three sectors: self-produced pesticides, pesticide exports, and C5 new materials.

As of the close on March 16, BesMei’s stock price was 9.67 yuan per share, down 3.30%, with a total market value of 3.5 billion yuan.

Reporter: Pang Jingtao, The Paper