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Regarding the latest situation of the legal representative and administrative review of Beijing Bitmain Technology Co., Ltd. (hereinafter referred to as "Beijing Bit"), a wholly-owned subsidiary of Bitmain (hereinafter referred to as the "Company"), the following public statement is made: On October 28, 2019, in order to correct Zhan Ketuan's arbitrary and major mistakes in the company's operation and management, Beijing Bit's sole shareholder, Bitmain Technologies Limited (hereinafter referred to as "Hong Kong Bit"), made a shareholder decision in accordance with the law to remove Zhan Ketuan from his position as executive director and legal representative, and appointed Wu Jihan as the new executive director. At the same time, according to the provisions of Beijing Bit's then-effective articles of association regarding the executive director serving as the legal representative, Wu Jihan served as the legal representative of Beijing Bit. On January 2, 2020, in order to further improve internal management efficiency, Beijing Bit replaced its legal representative with Liu Luyao. Since Zhan Ketuan was dismissed, all employees of the company have worked together to fill the financial black hole left by Zhan Ketuan and work together for the company to make a comeback in 2020. The whole world, the whole country and the whole company are fighting to control the epidemic, but Zhan Ketuan ignored the common interests of the company and all shareholders and employees and the efforts to save the company, and repeatedly filed administrative reconsideration and other lawsuits, maliciously interfering with the normal operation of the company. II. Administrative Reconsideration Results and Impact On February 12, 2020, Zhan Ketuan filed an administrative reconsideration with the Beijing Haidian District Justice Bureau, applying for the revocation of the change of legal representative of Beijing Bit on January 2, 2020 and the restoration of his legal representative. On April 28, 2020, the Beijing Haidian District Justice Bureau made a reconsideration decision to revoke the approval of the change of registration of the legal representative of Beijing Bit made by the Beijing Haidian District Market Supervision Bureau on January 2, 2020, but did not decide to restore Zhan Ketuan as the legal representative. The company deeply regrets the revocation decision. We believe that the reconsideration decision made by the Beijing Haidian District Justice Bureau to revoke the change of registration of the legal representative of Beijing Bit seriously violates the laws and regulations including the "Company Law of the People's Republic of China" and the Articles of Association of Beijing Bit, and is a gross interference in the company's internal autonomy through administrative means; the company will resolutely file an administrative lawsuit to safeguard the legitimate rights and interests of the company, its shareholders and employees. The above reconsideration decision does not affect the fact that Zhan Ketuan is no longer the legal representative of Beijing Bit. Specifically: 1. According to the Company Law of the People's Republic of China and the company's articles of association, the only shareholder of Beijing Bit is Hong Kong Bit, and the only director of Hong Kong Bit, Wu Jihan, has the right to decide the appointment and removal of the legal representative of Beijing Bit. 2. The legal representative is elected in accordance with the provisions of the company's articles of association. Once an internal resolution is made, it will take legal effect. The industrial and commercial registration only has the function of external disclosure. Therefore, the above reconsideration decision does not change the fact that Zhan Ketuan no longer holds any position in the company. The current executive director of Beijing Bit, Wu Jihan, and the manager, Liu Luyao, are currently performing their duties normally. Liu Luyao is still the current legal representative of Beijing Bit. 3. According to the Company Law of the People's Republic of China, "the legal representative of a company shall be the chairman, executive director or manager in accordance with the provisions of the company's articles of association". At present, Zhan Ketuan is neither the chairman or executive director of Beijing Bit, nor a manager, nor even an employee. Under no circumstances can Zhan Ketuan serve as the legal representative of Beijing Bit, otherwise it will seriously violate the Company Law of the People's Republic of China and the articles of association of Beijing Bit. 4. Since Zhan Ketuan is not the legal representative of Beijing Bit, he has no right to exercise power as a legal representative. If Zhan Ketuan impersonates the legal representative of Beijing Bit and causes losses to the company, the company reserves the right to pursue civil or criminal liability against Zhan Ketuan and related counterparties. III. Possible sabotage actions and responses by Zhan Ketuan Beijing Bit is only one of Bitmain's dozens of subsidiaries at home and abroad. Even if Zhan Ketuan is mistakenly registered as the legal representative of Beijing Bit, it will not have a significant impact on Bitmain's normal operations at home and abroad. In addition, the only shareholder of Beijing Bit is Hong Kong Bit, and the executive director and authorized representative of Hong Kong Bit are both Wu Jihan; the shareholder of Hong Kong Bit is the Cayman company, and the Cayman company no longer has a super voting right setting. All shareholders have one share, one vote, and vote fairly, and Zhan Ketuan has been removed from the board of directors of the Cayman company. Therefore, even if Zhan Ketuan is mistakenly registered as the legal representative of Beijing Bit, Hong Kong Bit can legally request the Beijing Haidian District Market Supervision Bureau to make corrections to truly reflect the fact that Zhan Ketuan is no longer the legal representative of Beijing Bit from October 28, 2019. However, Zhan Ketuan may take the opportunity to act recklessly and attempt to damage the common interests of the company and all shareholders and employees, including taking the following destructive activities: 1. Attacking the Beijing Bit office and gathering to disrupt social order during the epidemic; 2. Impersonating the legal representative of Beijing Bit to sign contracts or transfer assets; 3. Impersonating the legal representative of Beijing Bit to threaten company employees; 4. Spreading false information publicly or privately among company employees to instigate division among employees; 5. Incite media hype, defame the company's current management, damage the company's image, etc. In response to the above-mentioned sabotage actions that Zhan Ketuan may take, in order to protect the common interests of the company and all shareholders and employees, the company has made full preparations and is on high alert. If Zhan Ketuan and related parties damage the interests of the company, the company will pursue their corresponding civil and criminal liabilities in accordance with the law. The company strongly condemns Zhan Ketuan's behavior of placing his personal control and vanity as the core of his selfish interests above the common interests of the company and all shareholders and employees, and will resolutely take legal measures to safeguard the legitimate rights and interests of the company, its shareholders and employees. |
