Stock abbreviation: Wazhou B Stock code: 200706 No.: 2024-026
Wafangdian Bearing Company Limited Suggestive announcement of
exemption from the offer regarding the transfer of the shareholder's
state-owned equity of the controlling shareholder without compensation
The Company and all members of the BOD guarantee that the information disclosed is true, accurate and
completed, and that there are no false records, misleading statements or material omissions.
Important content note:
This acquisition is a free transfer of state-owned assets, according to the relevant provisions of Article 63 of the
first paragraph (1) of the Administrative Measures for the Acquisition of Listed Companies, can be exempted from the
offer.
After the completion of the acquisition, the actual controller of the company will remain the State-owned Assets
Supervision and Administration Commission of Dalian (hereinafter referred to as the "Municipal SASAC"); Dalian Heavy
Industry Equipment Group Co., LTD. (hereinafter referred to as "Heavy Industry Equipment Group") is newly added as
the indirect controlling shareholder of Wafangdian Bearing Co., LTD. (hereinafter referred to as "the Company"), and the
direct controlling shareholder and actual controller of the Company have not changed.
I. Reasons for this acquisition
In order to help Wafangdian Bearing Group Co., LTD. (hereinafter referred to as "Wafangdian Bearing Group", the
company's controlling shareholder) to deepen reform, transformation and development, in accordance with the spirit
conveyed by the Municipal SASAC and the "Wafangdian Bearing Group Co., LTD. Free Transfer of State-owned Equity
Agreement", Dalian Equipment Investment Group Co., LTD. (hereinafter referred to as "Dazhuangtou") intends to
transfer its 93.2344% equity of Waxing Group to Heavy Industry Equipment Group free of charge.
II. Basic information of this acquisition
According to paragraph 1 (2) of Article 265 of the Company Law, a controlling shareholder means a shareholder
whose capital contribution accounts for more than 50 percent of the total capital of a limited liability company or whose
shares account for more than 50 percent of the total capital of a joint stock limited company; The amount of capital
contribution or the proportion of shares held is less than 50%, but the voting rights enjoyed by the amount of capital
contribution or the shares held are sufficient to have a significant influence on the resolutions of the shareholders'
meeting. According to Article 28 of the Articles of Association of Wafangdian Bearing Group Co., LTD., the shareholders
shall exercise their voting rights in accordance with the proportion of their capital contribution at the shareholders'
meeting.
After this free transfer, the purchaser Heavy Industry Equipment Group holds 93.23% of the shares of Waxing
Stock abbreviation: Wazhou B Stock code: 200706 No.: 2024-026
Group and becomes the controlling shareholder of Waxing Group. Since Waxing Group holds 24,400 million shares of
the company, accounting for 60.61% of the total share capital of the listed company, after this transfer, Heavy Industry
Equipment Group will indirectly control 60.61% of the shares of the listed company through Waxing Group, and Dalian
SASAC will still be the actual controller of the listed company. Therefore, the free transfer constitutes an indirect
acquisition of the listed company under the same control, and the shares owned by the purchaser Heavy Industry
Equipment Group exceed 30% of the issued shares of the listed company, and a comprehensive offer should be issued
to all shareholders of the listed company.
According to Article 63, paragraph 1 (1) of the Measures for the Administration of Acquisitions, if the state-owned
assets are transferred, changed or merged without compensation with the approval of the government or the
state-owned assets management department, resulting in the shares of investors who have an interest in a listed
company accounting for more than 30% of the company's issued shares, the relevant investors may be exempted from
making an offer.
Therefore, this acquisition is in line with the relevant provisions of Article 63, paragraph 1 (1) of the Measures for
the Administration of Acquisitions, and the purchaser can be exempted from making an offer.
Before this gratuitous transfer, the purchaser did not own the interests of the listed company. Before this free
transfer, the property rights relationship of the listed company is as follows:
After this free transfer, the property right relationship of the listed company is as follows:
Stock abbreviation: Wazhou B Stock code: 200706 No.: 2024-026
Before this free transfer, the controlling shareholder of the company is Wafangdian Bearing Group Co., LTD., the
indirect controlling shareholder is Dalian Equipment Investment Group Co., LTD., and the actual control is Dalian
State-owned Assets Supervision and Administration Commission. After this free transfer, Heavy Industry Equipment
Group is newly added as the indirect controlling shareholder of the Company, and the direct controlling shareholder and
actual controller of the company have not changed.
III. Description of other relevant matters
After the completion of the acquisition, the actual controller of the company is still Dalian State-owned Assets
Supervision and Administration Commission, and the controlling shareholder is still Waxing Group. According to the
relevant provisions of the "Measures for the Management of Acquisitions of Listed Companies", the information
disclosure obligation Heavy Industry Equipment Group needs to prepare an acquisition report on the above matters,
and hire a lawyer to issue a legal opinion.
For details, please refer to the Summary of Acquisition Report of Wafangdian Bearing Co., LTD., which was
released on Juchao Information website (http//www.cninfo.com.cn) on the same day.
Hereby notify
Board of director of
Wafangdian bearing Company limited
August 26, 2024
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