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瓦轴B:关于瓦房店轴承集团有限责任公司要约收购本公司股份的要约收购结果暨股票继续停牌的公告(英)

深圳证券交易所 03-05 00:00 查看全文

瓦轴B --%

Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-13

Announcement on the Outcome of the Tender Offer for the

Company's Shares by Wafangdian Bearing Group Co.Ltd.the Continuation of the Company's

Share Trading Suspension

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.According to the statistics provided by China Securities Depository and Clearing Corporation

Limited Shenzhen Branch as of February 27 2026 a total of 1459 shareholders of Wazhou B

have tendered their shares in acceptance of the offer representing an aggregate of 54524555

unrestricted tradable public shares tendered. This tender offer has become effective in accordance

with the effectiveness conditions stipulated in the Takeover Offer Report on Wafangdian Bearing

Co. Ltd.

2.As of the date of disclosure of this Announcement the procedures for the settlement and transfer

of share ownership in respect of this tender offer have been fully completed. Wafangdian Bearing

Group holds 298524555 shares of the Company accounting for 74.15% of the Company's total

share capital. As the proportion of shares held by public shareholders is less than 10% of the

Company's total share capital in accordance with the provisions of the Securities Law of the

People's Republic of China the Rules Governing the Listing of Stocks on the Shenzhen Stock

Exchange (hereinafter referred to as the "Listing Rules") and other relevant laws and regulations

the shareholding structure of the Company no longer meets the listing requirements. The

Company will carry out the procedures for the termination of the listing of its shares in accordance

with relevant provisions and issue corresponding announcements in due course.Pursuant to relevant regulations the Company's shares will continue to be suspended from trading

from the date of disclosure of this Announcement.

3.No delisting consolidation period shall be arranged for this voluntary delisting. Pursuant

to Article 9.7.11 of the Listing Rules no delisting consolidation period shall be applicable where a

listed company voluntarily terminates its listing status. The Company's shares shall be delisted

within five trading days from the date on which the Shenzhen Stock Exchange announces the

decision on the termination of the Company's listing and the listing of the Company's shares shall

be officially terminated. Investors are kindly requested to pay attention to the relevant investment

1Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-13

risks.Wafangdian Bearing Group Co. Ltd. (hereinafter referred to as "Wazhou Group") announced the

Tender Offer Report on Wafangdian Bearing Co. Ltd. on January 19 2026 and resolved to launch

a comprehensive tender offer to all shareholders of Wafangdian Bearing Co. Ltd. (hereinafter

referred to as the "Company" or "Wazhou B") other than the offeror to acquire the Company's

shares held by them commencing on January 20 2026. The term of this tender offer shall last for

39 calendar days starting from January 20 2026 (inclusive) and ending on February 27 2026

(inclusive). Currently this comprehensive tender offer has been in effect. The relevant details of

this tender offer are hereby announced as follows:

I. Basic Information of This Tender Offer

1.Purpose of the Tender Offer:In recent years affected by economic restructuring and other

headwinds Wazhou B has suffered consecutive losses and its operating conditions have been

deteriorating. Since 2025 compounded by multiple adverse factors the Company's business

operations have been further constrained and the potential financial risks facing the Company

have continued to escalate. If such circumstances persist the Company's operational risks will

inevitably intensify.Taking into account various factors as the controlling shareholder of Wazhou B

Wazhou Group intends to launch this comprehensive tender offer to all unrestricted tradable

shareholders for the purpose of terminating the listing status of Wazhou B in order to fully

safeguard the interests of Wazhou B's shareholders and fulfill its responsibilities as a state-owned

enterprise.

2.Target of the Tender Offer:The target of this tender offer is all unrestricted tradable

shareholders of Wazhou B other than the offerer.

3.Offer Price:The offer price for this tender offer is HK$2.86 per share.

4.Total Amount of the Tender Offer (Including Taxes and Fees):155949164.41HK$

5.Payment Method:The consideration for this tender offer shall be paid in cash.

6.Term of the Tender Offer:The tender offer shall be effective from January 20 2026 (inclusive)

to February 27 2026 (inclusive) totaling 39 calendar days.

7. Conditions for the Effectiveness of the Offer:This tender offer shall become effective if the

number of declared shares of Wazhou B's public shares tendered for acceptance and temporarily

held in custody by China Securities Depository and Clearing Corporation Limited Shenzhen

Branch exceeds 39050000 shares by 15:00 on the last trading day during the valid period of this

tender offer—which means that the proportion of Wazhou B's public shares held by the public after

the acquisition will be less than 10% of the total share capital—and Wazhou B will therefore no

2Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-13

longer meet the listing requirements pursuant to the Listing Rules of the Shenzhen Stock

Exchange.II. Implementation of This Tender Offer

1.On January 19 2026 the offeror published the Tender Offer Report on Wafangdian Bearing Co.

Ltd. on the CNINFO Website (http://www.cninfo.com.cn) and officially launched the tender offer

commencing on January 20 2026.

2.On January 27 2026 the Board of Directors of the Company published the Report of the Board

of Directors to All Shareholders Concerning the Tender Offer by Wafangdian Bearing Group Co.Ltd. on the CNINFO Website (http://www.cninfo.com.cn).

3.On January 27 2026 February 13 2026 February 24 2026 February 25 2026 February 26

2026 and February 27 2026 ( morningmidday ) the offeror released seven reminder

announcements regarding the tender offer for the Company's shares as well as a special

reminder announcement specifying that the acceptance of the tender offer cannot be withdrawn

during the three trading days prior to the expiration of the offer period on the Securities Times and

the CNINFO Website (www.cninfo.com.cn).

4.The offeror authorized the Shenzhen Stock Exchange (SZSE) to publish on its official website

(www.szse.cn) on a daily basis during the tender offer period the number of shares tendered and

withdrawn on the preceding trading day as well as the cumulative net number and proportion of

shares tendered during the offer period.III. Outcome of This Tender Offer

According to statistics provided by China Securities Depository and Clearing Corporation Limited

Shenzhen Branch as of February 27 2026 a total of 1459 shareholders of Wazhou B have

tendered their shares in acceptance of the offer The total number of unrestricted tradable public

shares tendered in acceptance of the offer are 54524555 shares.Pursuant to the conditions for

the effectiveness of the offer as stipulated in the Tender Offer Report on Wafangdian Bearing Co.Ltd. this tender offer has officially become effective.IV. The Company Will Initiate the Delisting Process

After the completion of the transfer of shares in the current tender offer acceptance process

Wazhou Group will hold 298524555shares of the Company accounting for 74.15% of the

Company's total share capital. As a result the proportion of shares held by public shareholders will

fall below 10% of the Company's total share capital.In accordance with the provisions of the

Securities Law of the People's Republic of China the Rules Governing the Listing of Stocks on the

Shenzhen Stock Exchange and other relevant laws and regulations the shareholding structure of

3Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-13

the Company no longer meets the requirements for listing. The Company will carry out the

delisting procedures in accordance with relevant regulations and issue corresponding

announcements in due course.Pursuant to relevant regulations the Company's shares will continue to be suspended from trading

from the date of disclosure of this Announcement.Hereby notify

Board of Directors of

Wafangdian Bearing Company limited

March 42026

4

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