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:

1. The acquirer in this takeover offer is Wazhou Group. Wazhou Group currently holds 244 million

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 158600000

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

39050000 shares. If the proportion of public shares held by Wazhou B to the total share capital is

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 39050000 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.

1Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-01

2. On December 17 2025 the Company received the "Summary of the Takeover Offer Report for

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

1. Basic Information of the Acquirer

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 519869400 yuan

Unified social

91210200242386663D

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

2Stock 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:

2. Purpose of the takeover Offer

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.

3. Decision-Making and Approval Procedures Completed for This Transaction

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

3Stock 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.

4. Whether the Acquirer Plans to Further Increase Its Holdings in the Listed Company’s

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.

5. Conditions for the Effectiveness of the takeover Offer

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 39050000 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

4Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-01

number of Wazhou B’s publicly held shares tendered is less than 39050000 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.

6. Details of the Shares Subject to This takeover Offer

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

Types of shares Offer price Quantity of takeoverOffer (shares) the total sharecapital

Unrestricted tradable shares 2.86 Hong Kong

(B shares) dollar/share 158600000 39.39%

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.

7. Details Regarding the Funds for the takeover Offer

Based on the offer price of 2.86 Hong Kong dollars per share the maximum total funds required for

this takeover Offer amount to 453596000Hong Kong dollars.In accordance with the requirements of relevant laws and regulations Wazhou Group will deposit no

less than 90720000 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

5Stock 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.

8. Duration of the takeover Offer

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

1.Takeover Offer Report of Wafangdian Bearing Co. Ltd.

Hereby notify

Board of directors of

Wafangdian bearing Company limited

January 16 2026

6