Bessemy: Controlling Shareholder Chen Feng Fined 4.5 Million Yuan for Failure to Perform Takeover Obligations and Information Disclosure Violations

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（Source: Caixin News）

On August 30, 2024, Chen Feng used borrowed funds to purchase 10,833,000 shares of Bestway (rights protection) through securities accounts of Wu Jiming and Zhong Junhai via block trading, accounting for 3% of the company’s total share capital.

On March 16, 2024, Chen Feng, the actual controller of Bestway (300796.SZ), received the “Administrative Penalty Notice of Prior Notice” from the Zhejiang Regulatory Bureau of the China Securities Regulatory Commission (Zhe Penalty [2026] No. 2). The notice states that Chen Feng is suspected of failing to fulfill the obligation of mandatory tender offer and violating information disclosure regulations, and will be fined a total of 4.5 million yuan.

According to the “Administrative Penalty Notice,” the main illegal facts of Chen Feng include two aspects. First, as of August 29, 2024, Chen Feng and his concerted persons held a total of 106,062,539 shares of Bestway, accounting for 29.37% of the company’s total share capital. On August 30, 2024, Chen Feng used borrowed funds to purchase 10,833,000 shares of Bestway through securities accounts of Wu Jiming and Zhong Junhai via block trading, representing 3% of the company’s total share capital. After this transaction, Chen Feng and his concerted persons held 116,895,539 shares, accounting for 32.37%, triggering the obligation to make a mandatory tender offer, but Chen Feng failed to fulfill this obligation as required.

Second, Chen Feng concealed changes in his shareholding information, leading to false disclosures of the actual controller’s shareholding in Bestway’s 2024 annual report and 2025 semi-annual report. Evidence such as relevant agreements, bank and securities account transaction records, company announcements, and inquiry transcripts support these illegal facts.

Based on the above violations, the Zhejiang Regulatory Bureau of the China Securities Regulatory Commission plans to make the following penalties: for Chen Feng’s failure to fulfill the mandatory tender offer obligation, order correction, issue a warning, and impose a fine of 1.5 million yuan; for concealing shareholding changes resulting in false disclosures, impose a fine of 3 million yuan. In total, the decision is to order Chen Feng to correct, issue a warning, and fine 4.5 million yuan.

Additionally, the announcement provides a warning about the company’s impact and risks. The matters in the “Notice” involve the company’s actual controller, Mr. Chen Feng, and do not involve the listed company itself, its current directors, or senior management. They will not affect the company’s normal production and operation activities. Furthermore, this situation does not involve major illegal violations leading to mandatory delisting, nor does it involve other risk warning scenarios. The final penalty will be based on the “Administrative Penalty Decision” issued by the Zhejiang Regulatory Bureau of the China Securities Regulatory Commission.