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瓦轴B:关于本次要约收购期限届满停牌暨股票可能终止上市的风险提示性公告(英)

深圳证券交易所 03-02 00:00 查看全文

瓦轴B --%

Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-12

Wafangdian Bearing Company Limited Risk Notification

Announcement on Trading Halt Upon Expiration of the

Current takeover offer Period and Possible Delisting of the

Company’s Shares

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:

1.As of the close of trading on February 27 2026 the period of the current takeover offer has expired.

Given that the results of the current takeover offer are subject to further confirmation in accordance

with the relevant provisions upon the Company’s application to the Shenzhen Stock Exchange

(hereinafter referred to as the "SZSE") the trading of the Company’s shares will be halted from the

opening of trading on Monday March 2 2026.

2.The Company’s shares are at risk of delisting. According to the data disclosed on the official

website of the SZSE as of the close of trading on February 26 2026 the number of shares

tentatively accepted in the current takeover offer amounted to 49413439 shares. In accordance with

the disclosed takeover offer Report if upon the expiration of the current takeover offer period the

number of declared publicly held Wazhou B shares tentatively accepted and temporarily deposited

with China Securities Depository and Clearing Corporation Limited Shenzhen Branch (hereinafter

referred to as "CSDCC Shenzhen") exceeds 39050000 shares—which means that the proportion of

publicly held Wazhou B Shares in the total share capital will be less than 10% after the takeover

offer—the Company’s shareholding structure will no longer meet the listing conditions. Pursuant to

Article 9.7.1 (1) (vi) of the Shenzhen Stock Exchange Listing Rules (hereinafter referred to as the

"SZSE Listing Rules") the Company will submit an application to the SZSE for the voluntary

termination of its share trading.

3.No deliberation period will be provided for this voluntary termination of listing. According to Article

9.7.11 of the Shenzhen Stock Exchange Listing Rules a deliberation period is not applicable to

companies that voluntarily terminate their listing. The company's shares will be delisted within five

trading days from the date of the Shenzhen Stock Exchange's announcement of the termination of

listing decision. Investors should be aware of the associated investment risks.

1Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-12

4.Wafangdian Bearing Co. Ltd. (hereinafter referred to as the "Company" or "Wazhou B Shares")disclosed the “Takeover Offer Report on Wafangdian Bearing Co. Ltd. “issued by WafangdianBearing Group Co. Ltd. (hereinafter referred to as "Wafangdian Bearing Group" or the "Acquirer") on

January 19 2026. For further details please refer to CNINFO (http://www.cninfo.com.cn).Wafangdian Bearing Group currently holds 244000000 unlisted domestic shares of Wazhou B

Shares accounting for 60.61% of the total share capital. For the purpose of terminating the listing

status of Wazhou B Shares the Acquirer intends to launch a full takeover offer to all shareholders of

tradable shares with no sale restrictions involving a total of 158600000 shares in the takeover offer

accounting for 39.39% of the total share capital of Wazhou B Shares. takeover offer price: HK$2.86

per share. The takeover offer period totals 39 natural days i.e. from January 20 2026 to February 27

2026.

I. Expiration of the Current takeover offer Period and Trading Halt of the Company’s Shares

As of February 27 2026 the period of the current takeover offer has expired. Given that the results of

the current takeover offer are subject to further confirmation in accordance with the relevant

provisions such as the SZSE Listing Rules and the Shenzhen Stock Exchange Guidelines for

Self-Regulatory Supervision of Listed Companies No. 6 – Trading Halts and Resumptions upon the

Company’s application to the SZSE the Company’s shares (Stock Abbreviation: Wazhou B ; Stock

Code: 200706) will be halted from the opening of trading on Monday March 2 2026.Pursuant to the agreements in the Takeover Offer Report the current takeover offer shall take effect

on the condition that the shareholding structure of Wazhou B Shares meets the delisting

requirements. If upon the expiration of the current full takeover offer the number of declared publicly

held Wazhou B Shares accepting the takeover offer exceeds 39050000 shares—which means that

the proportion of publicly held Wazhou B Shares in the total share capital will be less than 10% after

the takeover offer—the current takeover offer shall take effect. If upon the expiration of the current

full takeover offer the number of declared publicly held Wazhou B Shares accepting the takeover

offer is less than 39050000 shares—which means that the proportion of publicly held Wazhou B

Shares in the total share capital remains higher than 10%—the current full takeover offer shall be null

and void ab initio the original tentative acceptance declarations shall no longer be valid and CSDCC

Shenzhen shall automatically terminate the temporary custody of the corresponding shares.Based on the results of the current takeover offer if the current takeover offer takes effect the

Company will submit an application to the SZSE for delisting and the Company’s shares will continue

to be halted from the date of announcing the results of the takeover offer; if the current takeover offer

does not take effect the Company’s shares will resume trading from the date of announcing the

results of the takeover offer.II. Risk of Delisting of the Company's Shares

Pursuant to Article 9.7.1 (1) (vi) of the SZSE Listing Rules "Where a listed company falls under any of

the following circumstances it may apply to the Exchange for the voluntary termination of its share

2Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-12

trading: ... (vi) A shareholder of the company makes a takeover offer to acquire all or part of the

shares from all other shareholders for the purpose of terminating the company's share listing

resulting in changes to the company's total share capital shareholding structure and other aspects

that make it no longer meet the listing conditions; ..."

According to the data disclosed on the official website of the SZSE as of the close of trading on

February 26 2026 the number of shares tentatively accepted in the current takeover offer amounted

to 49413439 shares. In accordance with the disclosed takeover offer Report if upon the expiration

of the current full takeover offer the number of declared publicly held Wazhou B Shares accepting the

takeover offer exceeds 39050000 shares (which means the proportion of publicly held Wazhou B

Shares in the total share capital will be less than 10% after the takeover offer) the current takeover

offer shall take effect and the Company will apply to the SZSE for delisting.In addition the Company's shares face the risk of being untradable after the completion of the current

takeover offer and prior to delisting: if the current takeover offer achieves the purpose of terminating

the Company's listing in accordance with Articles 8.7 9.7.6 and 9.7.11 of the SZSE Listing Rules the

Company's shares will be halted from trading from the expiration of the current takeover offer period

to the announcement of the takeover offer results and will continue to be halted after the

announcement of the takeover offer results until the SZSE terminates the Company's share listing

with no delisting consolidation period applicable. The Company's shares will be delisted within five

trading days from the date on which the SZSE announces the decision to terminate the Company's

listing. Based on the above analysis the Company's shares are at risk of being untradable after the

completion of the current takeover offer and prior to delisting. Investors are kindly requested to pay

attention to the relevant investment risks.Pursuant to the agreements in the takeover offer Report if the current takeover offer is successfully

completed and Wazhou B Shares are delisted the Acquirer will in accordance with Article 74 of the

Securities Law acquire the remaining shares intended to be sold by the remaining shareholders at

the takeover offer price for the current takeover offer. The specific procedures and steps for the

acquisition of remaining shares will be announced separately.The Company will closely monitor the progress of matters related to the current takeover offer and

perform its information disclosure obligations in strict accordance with the provisions of relevant laws

and regulations based on such progress. The designated information disclosure media of the

Company are the Securities Times and CNINFO (http://www.cninfo.com.cn). All relevant information

shall be subject to the content published on the aforesaid designated media. Investors are kindly

requested to pay attention to investment risks.Hereby notify

Board of directors of

Wafangdian bearing Company limited

3Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-12

February 27 2026

4

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