Beimei: For failing to fulfill the obligation of mandatory tender offer as required, and concealing changes in shareholding information, the actual controller Chen Feng was fined 4.5 million yuan

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On the evening of April 1, Besm (300796.SZ) released an announcement stating that its actual controller, Chen Feng, has recently received the “Administrative Penalty Decision” issued by the Zhejiang Regulatory Bureau of the China Securities Regulatory Commission. Chen Feng was ordered to make corrections and was fined 4.5 million yuan.

The announcement states that, after investigation, Chen Feng has the following illegal facts:

Chen Feng failed to fulfill the obligation to make a tender offer as required. As of August 29, 2024, in accordance with Article 83, Paragraph 1 and Paragraph 2, Item 1 of CSRC Order No. 166 under the “Administrative Measures for the Acquisition of Listed Companies,” Chen Feng, the actual controller of Besm, together with Besm’s controlling shareholder, Ningbo Besm 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), form a concerted action relationship. Chen Feng and his concerted action parties collectively hold 106,062,539 shares of Besm, accounting for 29.37% of the total share capital of the listed company. On August 30, 2024, Chen Feng used borrowed funds and bought 10,833,000 shares of Besm via block trading through the securities accounts of Wu Mouming and Zhong Mouhai, accounting for 3% of the total share capital of the listed company.

After the above transactions were completed, Chen Feng and his concerted action parties held 116,895,539 shares of Besm, accounting for 32.37% of the total share capital of the listed company, which triggered the obligation to make a tender offer. However, Chen Feng failed to fulfill the obligation to make a tender offer as required.

Second, Chen Feng concealed changes in his shareholding information. Chen Feng concealed changes in his shareholding information, which led to false records regarding the actual controller’s shareholding information disclosed in Besm’s 2024 annual report and the 2025 interim report.

With respect to Chen Feng’s conduct of failing to fulfill the obligation to make a tender offer as required, the “Administrative Penalty Decision” orders him to make corrections, issues a warning, and imposes a fine of 1.5 million yuan. With respect to the conduct of concealing changes in shareholding information that resulted in false records in the company’s information disclosure, Chen Feng is fined 3 million yuan.

Combined for the above two items: Chen Feng is ordered to make corrections, is issued a warning, and is fined 4.5 million yuan.

Before the issuance of the CSRC “Administrative Penalty Decision,” Chen Feng was given a notice of criticism and disciplinary action by the Shenzhen Stock Exchange for the above-mentioned illegal and non-compliant facts.

The announcement states that Chen Feng has profoundly recognized the relevant mistakes and is willing to accept the penalties, and he will actively cooperate with rectification in accordance with the “Administrative Penalty Decision.” Chen Feng plans to transfer the Besm shares held through the securities accounts of Zhong Mouhai and Wu Mouming to non-related third parties by way of block trading to correct the previous errors. If the transfer amount exceeds the amount Chen Feng paid to acquire the above shares, the gains from the excess portion will be turned over to Shaoxing Besm to support the development and operations of the listed company. Before completing the rectification, Chen Feng will forgo the voting rights associated with the Shaoxing Besm shares held in the accounts of Zhong Mouhai and Wu Mouming.

According to the official website, Besm is one of the few pesticide enterprises in China that possesses end-to-end production, research and development capabilities across the full industrial chain for dimethyl pentafluor? ling? (Please consult the original) raw material, intermediates, and formulations. Its main businesses cover three segments: self-produced pesticide business, pesticide overseas business, and carbon five new materials business.

Chen Feng was born on February 17, 1969. He previously served as Chairman of Besm, the legal representative, and held multiple positions on the board of directors. In July 2025, Chen Feng resigned from all positions at the company and no longer holds any position at the company. Although he has resigned from all positions, Chen Feng still remains Besm’s actual controller.

Previously, Besm’s disclosed 2025 performance forecast showed that the company expects 2025 attributable net profit to be 23.68 million to 34.06 million yuan, turning from loss to profit year over year; net profit after excluding non-recurring gains and losses is expected to be 19.06 million to 27.37 million yuan.

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