Stock Name: * ST Wazhou B Stock Code: 200706 No.: 2016-33
Wafangdian Bearing Co., Ltd.
Assets sale involved in Related Transaction
The Company and whole members of the Board hereby ensure that the Notice is factual, accurate and complete without any false
record, misleading statements or important omissions.
I Summary of the transactions
1. Company intends to sale idle equipment, housing and other assets, in order to increase the
efficiency of enterprises, enhance the level of enterprise management.
2. The buyer are the company's largest shareholder WBGC or its wholly owned subsidiary,thus the
sale of assets connected transaction.
3. This related transaction has been deliberated and unanimously approved by the 2016 3rd temporary
board of director, the related directors Meng Wei, Zhang Xinghai, Chen Jiajun, Li Shi, Sun Maolin and
Sun Najuan avoided the deliberation on this matter, other directors all voted yes for this matter, there
was neither negative vote nor abstention vote. The company’s independent directors have issued the
“Prior approval of independent directors" and made "Independent directors’ opinions" on this matter;
4. Above-mentioned business does not constitute a major asset restructuring;
5. This transaction still needs to get the approval of shareholders meeting, person affiliated with this
related transaction will give up the rights to vote for this proposal at the shareholders meeting.
II Basic information of the objection and buyer
1.objection: plant of Pulandian plant
1）Basic information of the objection:
Item area（M2） original value（Yuan） net value （Yuan）
plant 18,061.91 15,942,144.84 3,043,989.13
This plant is invested by the company's largest shareholder when the WBC was listed. The
company’s 1st meeting of the seventh board of directors(August 25, 2016) has approved rent the
production equipment, land and housing related with the rolling cage and automobile bearing related to
the new company invested by WBGC. The plants for sale are plants which were owned by roller
company.
2）Basic information of the buyer
Company Name: Wafangdian Bearing Group Corp.
Registered capital: 413,793,100 yuan
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Stock Name: * ST Wazhou B Stock Code: 200706 No.: 2016-33
Legal representative: Meng Wei
Company Type: State-owned enterprise
Business scope: manufacturing and marketing of bearings, components and accessories of bearings,
special tools of bearings, tooling, equipment, mechanical equipments, abrasives, toolings, casting,
auto parts, motor parts and related industrial products; design, repair, maintenance and technical
services of bearings; purchase and marketing of raw materials and auxiliary materials of bearing; plant
rental and equipment rental.
Financial situation of the past year:
The audited financial situation of WBGC in 2015: Total assets are 3,547,637,492.19 yuan, net assets
are 1,241,838,726.01 yuan, operating incomes are 714,658,810.29 yuan, and net profits attributable to
owners of parent company are 68,062,752.06 yuan.
2.objection: fully depreciated equipment
1）Basic information of the objection:
The company’s 1st meeting of the seventh board of directors(August 25, 2016) has approved rent
the production equipment, land and housing related with the rolling cage and automobile bearing
related to the new company invested by WBGC. The assets for sale are the ones depreciation has
been fully calculated and have been approved by the 2016 3rd temporary board of director,details as
follows:
Original value net value
No. Buyer amount （Yuan） （Yuan）
1 WBGC automobile bearing branch 290 3,295 92
2 WBGC precision cage company 226 2,596.5 70
3 WBGC precision roller company 750 6,585.4 179.1
合计 1,266 12,476.9 341.1
2）Basic information of the buyer
The buyers are WBGC’s newly established branches and subsidiaries, i.e. Wafangdian Bearing Group
Precision Roller Co., Ltd. (subsidiary), Wafangdian Bearing Group Precision Holder Co., Ltd.
(subsidiary), and Wafangdian Bearing Group Premier Automotive Bearing Co., Ltd. (Branch Company).
Because above companies are founded in less than a year, the investors WBGC are introduced in 1
3. objection: The Idle equipment
1）Basic information of the objection:
No. item amount
Original value（Yuan） net value （Yuan）
1 Inventory idle equipment 40 23,638,929 2,614,433
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Stock Name: * ST Wazhou B Stock Code: 200706 No.: 2016-33
2 Idle equipment in Factory site 68 19,084,315 1,892,081
Total 108 42,723,244 4,506,514
2）Basic information of the buyer
Company Name: Dalian wazhou group bearing equipment manufacturing co., LTD
Registered capital: 16,376,000 Yuan
Legal representative: Chen jia Jun
Company Type: Limited Liability Company
Business scope: Bearing equipment and spare parts manufacturing, renovation, maintenance;
automation engineering; all kinds of mechanical processing equipment manufacturing and
maintenance; bearing mold, measuring and cutting tools and equipment manufacturing and
maintenance; all kinds of CNC turntable bearing assembly of various types of manufacturing;
manufacturing; electrical engineering construction, construction and maintenance of pipeline
engineering, industrial buildings, lighting installation of hydropower project housing maintenance and
maintenance (more involved with the qualification qualification, operating permit); mechanical
engineering installation and maintenance; all kinds of all kinds of welding equipment installation; * * *
Financial situation of the past year:
The audited financial situation of the company in 2015: Total assets are 121,486,057.23 yuan, net
assets are78,199,388.03 yuan, operating incomes are 61,553,823.54 yuan, and net profits is
1,187,600.96 yuan.
4. objection: The Railway private sidings and related assets
1）Basic information of the objection:
No. Item Original value（Yuan） net value （Yuan）
1 Railway private sidings 2,183,474.36 -
2 rail car 130,000.00 3,900.00
3 diesel locomotive 856,532.72 -
Total 3,170,007.08 3,900.00
2）Basic information of the buyer
Company Name: Wafangdian bearing precision forging co., LTD
Registered capital: 24,450,000 Yuan
Legal representative: Meng Wei
Company Type: Limited Liability Company
Business scope: Forging products processing; mechanical parts processing; forging equipment
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Stock Name: * ST Wazhou B Stock Code: 200706 No.: 2016-33
maintenance; forging annealing; forging process design; sales of metal materials
Financial situation of the past year:
The audited financial situation of the company in 2015: Total assets are 321,601,825.34 yuan, net
assets are 190,736,863.20 yuan, operating incomes are 554,074,363.49 yuan, and net profits is
431,864.52 yuan.
5. objection: plant of Shengyang Agency
1）Basic information of the objection:
unit：0000’Yuan
Evaluation Evaluation
item Original value in 2014 value in 2015 Purchase price
value net value
plant of
Shengyang 457.36 142.18 1,956.21 1,535.53 1381.98
Agency
On November 3 and November 20, 2015,WBC hold the 2014 1st extraordinary
board meeting and the 2014 2nd shareholders’meeting, discuss and normally pass the proposal of
planning to sale Shen Yang and Haerbin accommodation agency by open tender, and disclosure in
Securities Times, Hong Kong Commercial Daily and http//www.cninfo.com.cn on November 5 and
November 21, 2015.
But affected by the market price change, the two plant did not sale out, in 2015 the company
re-evaluate and sale by open tender after approved by the 6rd meeting of the sixth board of
directors.the new evaluation value are 15,355,300 Yuan and 4,867,900 Yuan,in total 202,23,200.
According to the relevant provisions of the "Shenzhen Stock Exchange Listing Rules", for
publicly traded companies, no longer perform transactions, the relevant approval procedures,
according to the SASAC of the State Council Decree No. thirty-second of the Ministry of finance
"business transactions of state-owned assets supervision and management measures" of the relevant
provisions, the company postponed and reduce the price by 10% transferred to the largest shareholder
of the company WBGC group company.
plant of Harbin Agency has been sold out by evaluation value
2）Basic information of the buyer
Company Name: Wafangdian Bearing Group Corp.
Registered capital: 413,793,100 yuan
Legal representative: Meng Wei
Company Type: State-owned enterprise
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Stock Name: * ST Wazhou B Stock Code: 200706 No.: 2016-33
Business scope: manufacturing and marketing of bearings, components and accessories of bearings,
special tools of bearings, tooling, equipment, mechanical equipments, abrasives, toolings, casting,
auto parts, motor parts and related industrial products; design, repair, maintenance and technical
services of bearings; purchase and marketing of raw materials and auxiliary materials of bearing; plant
rental and equipment rental.
Financial situation of the past year:
The audited financial situation of WBGC in 2015: Total assets are 3,547,637,492.19 yuan, net assets
are 1,241,838,726.01 yuan, operating incomes are 714,658,810.29 yuan, and net profits attributable to
owners of parent company are 68,062,752.06 yuan.
III Main contents of the transaction protocol draft
1.Price,payment methods and deadlines
(1)The sale of Pulandian plant, fully depreciated equipment, the transfer price of idle equipment and a
dedicated railway line and related assets in order to assess the base date of the assessed value,
whichever, counterparty shall "after asset sale contract" between the two sides entered into force the
appointed time or in money transfer paid to the company.
(2)Housing Distribution Department Shenyang traded price of 1,535.53 million (September 16, 2015
the assessed value), Wafangdian Bearing Group Corporation intends to open the way transferee
following the floating of 10% of the price, namely 1,381.98 million yuan acquisition in monetary terms
complete payment by Dalian equity Exchange.
2. The delivery of the transfer of assets
(1)Except for Shenyang Housing, WBC Company shall at all before the delivery contract, the transfer
of assets under the contract to deliver the other two parties for the relevant transfer procedures.
(2) Distribution Department Shenyang plants, WBGC after complete payment by way of currency
Dalian Assets and Equity Exchange, according to its business processes to deliver assets
3. Other matters
(1) The sold assets this time is the idle equipment, mortgage, pledge or other third party rights don’t
exist in the related assets, no significant dispute, litigation or arbitration involves in the related assets,
and neither judicial measures such as close down and freeze exist; details are as follows:
(2) The Company will invite the assessment agencies with professional qualification for security and
futures-related businesses to assess the related objects in accordance with relevant laws and
regulations, departmental rules and regulations, and provisions of "Stock Listing Rules" of the
Shenzhen Stock Exchange.
(3) Both sides sign the related transaction protocol for the related transactions generated by the
purchase of equipments, and proceed normatively.
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Stock Name: * ST Wazhou B Stock Code: 200706 No.: 2016-33
IV The impact of the transaction on the company
1. Pulandian sale Housing conducive to further rationalize the ownership of assets, solve Pulandian
plant rooms, to different property ownership issues, but can also reduce the shares of the company
and Wafangdian Bearing Group of related party transactions.
2.This package deal can effectively clean up the company's idle assets, improve operational quality of
the company's assets, increase enterprise efficiency.
3.The assets for sale are needed to be assessed, the impact to the profits and losses of the current
shall be decided after the assess finished.
V Independent directors’ opinions
The company’s independent directors have issued the “Prior approval of independent directors" and
made "independent directors’ opinions" on this matter, the independent directors think it effectively
clean up the company's idle assets, improve operational quality of the company's assets, so it will
neither damage the company’s interests nor the rights and interests of minority shareholders.
VI Other explanations
1. Besides the plant of Shengyang Agency,other trade final price of transaction is subject to the
assessment data, the Company will report the assessment results to the members of the board of
directors and make supplementary announcement after auditing and assessing and before holding the
shareholders meeting.
2.This assets sale shall be approved by Dalian SASAC.
VII Documents available for reference
1. Resolution of the 2016 3rd temporary board of director of Wafangdian Bearing Co., Ltd.;
2. Prior approval of independent directors;
3. Independent Opinions;
4.assessment report
Hereby notify
Board of Directors of
Wafangdian Bearing Co., Ltd.
23 September 2016
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