Stock abbreviation: Wazhou B Stock code: 200706 No.: 2025-37
Wafangdian Bearing Company Limited
Announcement on the Receipt of the Summary of the
Takeover Offer Report and the Resumption of Trading.
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:
abbreviation: Wazhou B, Stock code: 200706)Trading of the shares will resume from the market
opening on Thursday, December 18, 2025.
LTD." (hereinafter referred to as the "Summary of the Takeover Offer Report")issued regarding this
takeover offer from Wafangdian Bearing Group Co., LTD(hereinafter referred to as "Wazhou Group")
on December 17, 2025,The specific details are now announced as follows:
(1) The entity undertaking this tender offer is Wazhou Group, The Group has initiated a
comprehensive tender offer aimed at terminating the listing status of Wazhou B.
(2) This takeover Offer is a full offer made to all shareholders of Wazhou B other than Wazhou Group.
The number of shares subject to the takeover Offer is 158,600,000 shares, accounting for 39.39% of
the total shares of the listed company. The offer price is 2.86 Hong Kong dollars per share.
I. Trading Suspension Matter
Due to the controlling shareholder Wazhou Group's plan to arrange a comprehensive takeover Offer,
and in order to ensure fair information disclosure, avoid abnormal fluctuations in the company's stock
price, and protect the interests of investors, in accordance with the relevant provisions of the
Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 6 — Trading
Suspension and Resumption, the company applied to the Shenzhen Stock Exchange. Consequently,
Stock abbreviation: Wazhou B Stock code: 200706 No.: 2025-37
the company's stock (Stock abbreviation: Wazhou B, Stock code: 200706) was suspended from
trading starting from the market opening on Tuesday, December 16, 2025. For specific details, please
refer to the "Announcement Regarding Trading Suspension Due to Controlling Shareholder's
Planning of a Takeover Offer. " (Announcement No.: 2025-036) released by the company on Juchao
Information Network (http://www.cninfo.com.cn) and Securities Times on December 16, 2025.
II. Overview of the Summary 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
equipment (excluding manufacturing of licensed professional equipment),
Business scope
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
rolling stock parts, sales of railway locomotive and rolling stock parts, industrial
design services, repair of general equipment, technical services, technical
Stock abbreviation: Wazhou B Stock code: 200706 No.: 2025-37
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 "Summary of the takeover Offer Report", the equity control relationship
of the acquirer is as shown in the figure:
n recent years, impacted by factors such as the global economic recession and structural
adjustments, Wazhou B has incurred consecutive annual losses, and its operational conditions have
continued to deteriorate. Since the beginning of this year, the compounding effects of multiple
adverse factors have further constrained the company's operations, while its financial risks are
expected to increase steadily. Should this situation persist, the company's operational risks are bound
to intensify.Taking all these factors into consideration, Wafangdian Bearing Group, as the controlling
shareholder of Wazhou B, has decided to initiate a comprehensive tender offer to all circulating
shareholders with the objective of terminating the listing status of Wazhou B. This move aims to fully
protect the interests of Wazhou B's shareholders and reflect the responsibility and commitment of a
state-owned enterprise.
On November 17, 2025, the Wazhou Group Party Committee decided to initiate the voluntary
delisting process for Wazhou B, which was submitted to Dalian SASAC(State-owned Assets
Supervision and Administration Commission of Dalian Municipal People's Government) by Dalian
Stock abbreviation: Wazhou B Stock code: 200706 No.: 2025-37
Heavy Industry Equipment Group Co., LTD and received approval on November 25. On December
launch of this takeover Offer, authorizing the Chairman to sign the Summary of the takeover Offer
Report.
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 in the listed company’s shares 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 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
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
Tradable shares (B shares) 158,600,000 39.39%
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 2.8436 Hong Kong dollars per
Stock abbreviation: Wazhou B Stock code: 200706 No.: 2025-37
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. The closing price of HK$2.86
per share on the record date for this tender offer report summary announcement.After
comprehensive consideration, 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 453,596,000 Hong 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
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 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/).
III. Other Explanatory Notes
Stock abbreviation: Wazhou B Stock code: 200706 No.: 2025-37
The above only represents part of the content of this takeover Offer. For details, please refer to the
"Summary of the Takeover Offer Reportof Wafangdian Bearing Co., LTD." disclosed on the Juchao
Information Network (http://www.cninfo.com.cn) and the Securities Times. As of the date of this
announcement, this takeover Offer has not yet taken effect and still carries certain uncertainties. All
information of the Company shall be based on the announcements published in the aforementioned
designated media. Investors are kindly advised to invest rationally and be mindful of the risks.
IV. Reference Documents
Hereby notify
Board of directors of
Wafangdian bearing Company limited
December 17, 2025
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