Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-01
Wafangdian Bearing Company Limited
Suggestive Announcement Regarding Receipt of the
Takeover Offer Report
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.
Special Note:
non-tradable domestic shares of Wazhou B, representing a 60.61% equity stake. It intends to initiate
a general offer to all shareholders holding unrestricted tradable shares for the purpose of terminating
the listing status of Wazhou B. The number of shares to be acquired under the offer is 158,600,000
shares, accounting for 39.39% of Wazhou B's total share capital, at an offer price of HKD 2.86 per
share.
At 15:00 on the last trading day of the validity period of this tender offer, the number of pre-accepted
public shares of Wazhou B temporarily held by the Shenzhen Branch of China Securities Depository
and Clearing Corporation Limited (hereinafter referred to as "CSDC Shenzhen") exceeded
less than 10% after the acquisition, according to the provisions of the "Stock Listing Rules of the
Shenzhen Stock Exchange", Wazhou B will no longer meet the listing conditions, and then this tender
offer will take effect.
At 15:00 on the last trading day of the validity period of this tender offer, if the number of pre-accepted
public shares of Wazhou B temporarily held by China Securities Depository and Trading Corporation
Shenzhen is less than 39,050,000 shares, that is, the proportion of public shares held by Wazhou B
to the total share capital is still higher than 10%, then this full tender offer will not take effect from the
very beginning, and the original pre-accepted application will no longer be valid. China Securities
Depository and Clearing Corporation Shenzhen automatically lifted the temporary custody of the
corresponding shares.
The duration of this takeover offer is a total of 39 calendar days, specifically from January 20, 2026, to
February 27, 2026.unless a competing offer arises.
Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-01
Wafangdian Bearing Co., Ltd." issued by Wazhou Group. For specific details, please refer to the
"Announcement on the Receipt of the Summary of the Takeover Offer Report and the Resumption of
Trading." (Announcement No.: 2025-037) released by the Company on Juchao Information Network
(http://www.cninfo.com.cn) and Securities Times on December 18, 2025. Recently, the Company
received the "Takeover Offer Report" from Wazhou Group. The specific details are now announced
as follows:
I. Overview of the Takeover Offer Report
Name of the
Wafangdian Bearing Group Co., LTD
acquirer
Registered
No. 1, Section 1, North Gongji Street, Wafangdian City, Liaoning Province
address
Main office
No. 1, Section 1, North Gongji Street, Wafangdian City, Liaoning Province
location
Legal
Meng Wei
representative
Registered capital 519,869,400 yuan
Unified social
credit code
Business term from1995-12-22 to 2045-12-22
Company type Limited liability company
Postal Code 116300
Contact number 0411-62198238
Import and export of goods, import and export of technology (Projects subject to
approval in accordance with the law can only be carried out after approval by
relevant departments. The specific business items are subject to the approval
results) General items: Manufacturing of bearings, gears and transmission
components, sales of bearings, gears and transmission components,
manufacturing of metal tools, sales of metal tools, manufacturing of special
Business scope
equipment (excluding manufacturing of licensed professional equipment),
research and development of mechanical equipment, sales of mechanical
equipment, manufacturing of non-metallic mineral products, sales of
non-metallic minerals and products, casting of ferrous metals, casting of
non-ferrous metals, manufacturing of automotive parts and accessories Retail of
auto parts, wholesale of auto parts, manufacturing of railway locomotive and
Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-01
rolling stock parts, sales of railway locomotive and rolling stock parts, industrial
design services, repair of general equipment, technical services, technical
development, technical consultation, technical exchange, technical transfer and
technical promotion, sales of metal materials, housing rental, non-residential
real estate rental, mechanical equipment rental.
As of the date of signing the "Takeover Offer Report", the equity control relationship of the acquirer is
as shown in the figure:
In recent years, due to impacts from the global economic recession and economic structural
adjustments, Wazhou B has suffered consecutive annual losses, with its operating conditions
progressively deteriorating. Since the beginning of 2025, compounded by multiple adverse factors,
the company's operations have faced further restrictions, and its future financial risks have continued
to escalate. If this trend persists, the company's operational risks are bound to intensify. Taking all
factors into consideration, as the controlling shareholder of Wazhou B, Wazhou Group, with the aim
of comprehensively safeguarding the interests of Wazhou B's shareholders and demonstrating the
responsibility of a state-owned enterprise, plans to initiate a general takeover offer to all shareholders
holding unrestricted tradable shares for the purpose of terminating the listed status of Wazhou B.
On November 17, 2025, the Party Committee of Wazhou Group decided to initiate the voluntary
delisting process for Wazhou B. The matter was submitted by Heavy Industry Equipment Group to
Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-01
the State-owned Assets Supervision and Administration Commission of Dalian City (SASAC Dalian)
for approval, and on November 25, consent was received from SASAC Dalian to proceed with the
voluntary delisting process of "Wazhou B."
On December 16, 2025, the Board of Directors of Wazhou Group reviewed and approved the
resolution to launch this takeover offer, authorizing the Chairman to sign the Summary of the
Takeover Offer Report.
On December 29, 2025, Heavy Industry Equipment Group issued the "Shareholder Resolution,"
approving the matters related to this general takeover offer. On the same day, the State-owned
Assets Supervision and Administration Commission of Dalian City issued the "Approval on Wazhou
Group's General Takeover Offer for the Circulating Shares of Wafangdian Bearing Co., Ltd. for the
Purpose of Delisting."
On December 30, 2025, upon confirmation by China Securities Depository and Clearing Corporation
Limited, Wazhou Group completed the opening of a temporary B-share trading account.
As of the date of signing this report, the acquirer has completed all necessary decision-making
procedures for this takeover offer.
Shares Within the Next Twelve Months
As of the date of signing this report, apart from this takeover offer and the plan to acquire the
remaining shares from shareholders intending to sell, the acquirer currently has no plans to further
increase its holdings within the next 12 months. Should any relevant changes in equity occur in the
future, the acquirer will strictly comply with relevant regulations to fulfill its information disclosure
obligations.
This takeover offer aims to terminate the listing status of Wazhou B. Upon the expiration of the offer
period, if the proportion of publicly held shares of Wazhou B to its total share capital falls below 10%,
Wazhou B will no longer meet the listing requirements in accordance with the provisions of the
Shenzhen Stock Exchange Listing Rules. In such a scenario, Wazhou B will be delisted.
Following the delisting, the acquirer may, in accordance with the law, adopt lawful and effective
measures that could potentially eliminate the independent legal entity status of Wazhou B. Relevant
subsequent arrangements will be announced separately after the delisting of Wazhou B, based on
the actual circumstances of the company. Investors are advised to pay attention to investment risks.
This takeover Offer is conditioned on Wazhou B's equity distribution meeting the Shenzhen Stock
Exchange delisting requirements. If, upon the expiration of this general takeover Offer, the number of
Wazhou B’s publicly held shares tendered exceeds 39,050,000 shares—meaning that the proportion
of Wazhou B’s publicly held shares to its total share capital falls below 10% after the
acquisition—then this takeover Offer will become effective. Conversely, if, upon expiration, the
Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-01
number of Wazhou B’s publicly held shares tendered is less than 39,050,000 shares—meaning the
proportion of Wazhou B’s publicly held shares to its total share capital remains above 10%—then this
general takeover Offer will be ineffective from the outset. Any prior acceptances will no longer be valid,
and China Securities Depository and Clearing Corporation Limited Shenzhen Branch will
automatically release the temporary custody of the corresponding shares.
According to Article 26 of the "Administrative Measures for the Acquisition of Listed Companies",The
shares subject to this takeover Offer are the Wazhou B shares held by shareholders other than the
acquirer. The quantity of shares under the offer is as follows:
The proportion of
Quantity of takeover
Types of shares Offer price the total share
Offer (shares)
capital
Unrestricted tradable shares 2.86 Hong Kong
(B shares) dollar/share
In accordance with relevant regulations such as the Securities Law and the Acquisition Measures, the
offer price for this takeover Offer and its calculation basis are as follows: The arithmetic average of
Wazhou B’s daily volume-weighted average prices over the 30 trading days prior to the
announcement date of the summary of this takeover Offer report is 2.86 Hong Kong dollars per share.
During the six months preceding the announcement date of the summary of this takeover Offer report,
the acquirer did not engage in any trading of Wazhou B’s shares. After comprehensive consideration,
The closing price on the day prior to the announcement date of the summary of this takeover offer
report was HKD 2.86 per share.the acquirer has determined the offer price to be 2.86 Hong Kong
dollars per share.
If Wazhou B undertakes any corporate actions such as dividend distributions, bonus share issues, or
capital reserve conversions into share capital (events involving ex-rights or ex-dividends) between
the announcement date of the summary of this takeover Offer report and the expiration date of the
takeover Offer period, the offer price will be adjusted accordingly.
Based on the offer price of 2.86 Hong Kong dollars per share , the maximum total funds required for
this takeover Offer amount to 453,596,000Hong Kong dollars.
In accordance with the requirements of relevant laws and regulations, Wazhou Group will deposit no
less than 90,720,000 Hong Kong dollars (i.e., no less than 20% of the maximum total funds required
for this takeover Offer) into the designated account of China Securities Depository and Clearing
Corporation Limited Shenzhen Branch within two trading days after disclosing the "Summary of the
takeover Offer Report," as a performance guarantee for this takeover Offer.
The funds required for this takeover Offer are sourced from the acquirer's own funds or self-raised
funds, and are not obtained directly or indirectly from Wazhou B or its affiliated entities, ensuring
Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-01
legality. There is no scenario where the shares acquired in this takeover Offer are pledged to banks or
other financial institutions for financing. The acquirer possesses the performance capability required
for this takeover Offer.
Upon the expiration of the takeover Offer period, the acquirer will confirm the acquisition results
based on the quantity of pre-accepted tender shares held in temporary custody by China Securities
Depository and Clearing Corporation Limited Shenzhen Branch and fulfill the takeover Offer in
accordance with the offer conditions.
The duration of this takeover offer is 39 calendar days, specifically from January 20, 2026, to
February 27, 2026, unless a competing offer arises.
The duration of this takeover Offer is 30 calendar days, unless a competing offer arises. For specific
dates of the takeover Offer period, please refer to the relevant content in the full version of the
takeover Offer report to be announced subsequently. Within the last three trading days prior to the
expiration of the takeover Offer period, shareholders who have pre-accepted the offer may not
withdraw their acceptance.
During the takeover Offer period, investors can inquire about the quantity of shares pre-accepted
under the takeover Offer and the quantity of shares for which pre-acceptance has been withdrawn as
of the previous trading day on the Shenzhen Stock Exchange website (http://www.szse.cn/).
II. Other Explanatory Notes
The above is only part of the content of this tender offer. For details, please refer to the "Takeover
Offer Report of Wafangdian Bearing Co., Ltd." disclosed on the same day as this announcement on
the website of Juchao information network (http://www.cninfo.com.cn) and securities times. The
acquirer has, in accordance with the Acquisition Measures, engaged financial advisors and legal
counsel to prepare a financial advisor report and a legal opinion for this takeover offer. These
documents, together with this announcement and the takeover offer report, are disclosed on the
Juchao Information Network (http://www.cninfo.com.cn/). Investors are kindly advised to pay attention
to them. We urge all investors to invest rationally and remain mindful of the risks.
III. Reference Documents
Hereby notify
Board of directors of
Wafangdian bearing Company limited
January 16, 2026
首页
微信公众号
证券之星APP
