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瓦轴B:关于2026年日常关联交易预计的公告(英)

深圳证券交易所 04-28 00:00 查看全文

瓦轴B --%

Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-22

Wafangdian Bearing Co. Ltd.Announcement on Daily Related Transactions Forecast for

year of 2026

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.I.Daily related transactions in 2025

Approved by the 16th meeting of the 9th Board of Directors of the company and the 2024 Annual

General Meeting of Shareholders the total amount of related transactions of various commodity

sales and purchases that the company is expected to have with related parties in 2025 is

2748.60million yuan. The actual amount of related-party transactions that occurred in the

company in 2025 was 1659.26 million yuan (audited).II.Overview of the expected daily related transactions in 2026

On April 24 2026 the company held the 5th meeting of the 10th Board of Directors during which

the "Proposal on the Estimated Daily Related Party Transactions of the Company in 2026" was

reviewed. Related party directors Zhang Xinghai Chen Jiajun and Wang Jiyuan abstained from

voting. The meeting passed the proposal with 9 votes in favor 0 votes against and 0 abstentions.In 2026 the company expects the total amount of related transactions of various commodity sales

and purchases with related parties to be 1.95 billion yuan.This motion needs to be submitted to the company's shareholders' meeting for review and approval.At that time the related shareholder Wafangdian Bearing Group Co. LTD. will abstain from voting

on this motion at the shareholders' meeting.(i)Types and amount of expected daily related transactions in 2026

Unit: Ten thousand yuan

Actual

occurre

Pricing nce

Types of Content of Principles Project amount Project

Related Related Person RelatedTransactions Related

ed from ed

Transactions Transactions amountfor 2026 January amountto in 2025

March

2026

Purchase

spare parts Wafangdian

from Bearing Group

associated Corp. Ltd. and its

Spare parts Marketization 60000 12771 85000

parties subsidiaries

Purchase Wafangdian

bearing Bearing Group

products from Corp. Ltd. and its Products Marketization 30000 7475 60000

associated subsidiaries

1Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-22

parties

Leased

Leasing from Wafangdian premises

a related Bearing Group Leasehold land Marketizationcost pricing 2000 477 2000party Corp. Ltd. Leased

equipment

Sourcing fuel Wafangdian

and power Bearing Group Government

from Corp. Ltd. and its Kinetic energy pricing cost 5500 992 6500

associates subsidiaries pricing

Purchase Wafangdian

equipment Bearing GroupCorp. Ltd. and its equipment marketization 100 0 900from affiliates subsidiaries

Dalian Heavy

Industry

Equipment Group repair Mutualagreement 150Co. Ltd. its

subsidiaries

Security fire

service

trademark use

sharing of public

Accept facilities

services publicity vehicle

provided by use technology

affiliated Wafangdian development

parties Bearing Group services Mutual

Corp. Ltd. and its maintenance/gre agreement 9000 1448 11000

subsidiaries ening

engineering

services labor

fees gear

cleaning

training physical

examination

etc.Total purchase amount from related parties 106600 23162 165550

Dalian Heavy

Industry

Equipment Group product marketization 0 - 4500

Co. Ltd. its

Sell products subsidiaries

to affiliates Wafangdian

Bearing Group

Corp. Ltd. and its product marketization 50000 7612 85500

subsidiaries

Wafangdian

Sell materials Bearing Group goods and

to affiliates Corp. Ltd. and its materials marketization 3300 193 1500

subsidiaries

Sell

semi-finished Wafangdian

products and Bearing Group Semi-finished

spare parts to Corp. Ltd. and its products spare marketization 9000 0 10

related subsidiaries parts

people

Rent to Wafangdian Lease of plant Marketization

affiliated Bearing Group equipment land cost pricing 2100 491 2300

2Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-22

parties Corp. Ltd. and its

subsidiaries

Provide Wafangdian Heat treatment

services to Bearing Group sharing of public

related Corp. Ltd. and its facilities pickling marketization 6000 1125 6000

parties subsidiaries and otherservices

Sell Wafangdian

equipment to Bearing GroupCorp. Ltd. and its equipment marketization 18000 - 9500affiliates subsidiaries

Total sales to related parties 88400 9420 109310

(ii) Actual occurrence of daily related transactions in the previous year (2025)

Unit: Ten thousand yuan

Pricing Proportio Difference

Types of Principl Actual Project n of between

Related Content of Related es amount actual actual

Transaction Related Person Transactions Related incurre

ed amount amount

s Transac d in

amount to similar and

tions 2025 in 2025 business approved

(%) amount (%)

Purchase Wafangdian

spare parts Bearing Group Marketi

from related Corp. Ltd. and Spare parts zation 59596 85000 48.29 -29.89

person its subsidiaries

Purchase Wafangdian

bearings Bearing Group

from related Corp. Ltd. and Products

Marketi

zation 48775 60000 39.52 -18.71

person its subsidiaries

Marketi

Lease Wafangdian Lease housing

from related Bearing Group Lease land zation 1894 2000 1.53 -5.29

parties Corp. Ltd. Lease equipment cost

pricing

Purchase

fuel and Wafangdian

Govern

power from Bearing Group

ment

Kinetic energy pricing 5139 6500 4.16 -20.94

related Corp. Ltd. andits subsidiaries costperson pricing

Purchase

equipment Wafangdian

from related Bearing Group Equipment Marketi 182 900 0.15 -79.81

person Corp. Ltd. and zationits subsidiaries

Dalian Heavy

Industry

Accept Equipment Mutual

labor Group Co. Ltd repair agreem 8 150 0.01 -94.74

services and its ent

provided by subsidiaries

3Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-22

related Security fire

person service trademark

use sharing of

public facilities

Interest on funds

occupationpublicity

Wafangdian vehicle use

Bearing Group technology Mutual

Corp. Ltd. and development agreem 7818 11000 6.33 -28.93

its subsidiariess services entmaintenance/green

ing engineering

services labor

fees gear

cleaning training

physical

examination etc.Total purchase amount from related parties 165550 100.00 -25.45

123412

Dalian Heavy

Industry

Sell Equipment Marketi

products to Group Co. Ltd. Products zation 3204 4500 7.54 -28.79

affiliates and its

Sell subsidiaries

materials to Wafangdian

affiliates Bearing Group Products MarketiCorp. Ltd. and zation 28494 85500 67.02 -66.67

its subsidiaries

Selling

materia Wafangdian

ls to Bearing Group MarketiCorp. Ltd. and supplies zation 2595 1500 6.10 73.02associa

tes its subsidiaries

Selling

semi-finishe

d products Wafangdian

and spare Bearing Group

Semi-finished Marketi

Corp. Ltd. and products spare zation 24 10 0.06 143.57parts to

related its subsidiaries

parts

parties

Wafangdian Marketi

Lease to an Bearing Group Leased plant zation

affiliate Corp. Ltd. and Equipment land cost 2005 2300 4.72 -12.82

its subsidiaries pricing

Provide Wafangdian Heat treatment

services to Bearing Group sharing of public Marketi

related Corp. Ltd. and facilities pickling zation 6179 6000 14.53 2.98

parties its subsidiaries and other services

Selling Wafangdian

equipment Bearing Group equipment Marketi 12 9500 0.03 -99.87

to affiliates Corp. Ltd. and zationits subsidiaries

Total sales to related parties 42514 109310 100.00 -61.11

1. Since the industry of the company is classified as “generalExplanation of the board of directors of the equipment manufacturing industry” even the finished bearings

company on the large difference between the are semi-finished products and spare parts of other industries

actual occurrence and the expectation of daily the Company and its related companies have thousands of

related transactions supporting specifications which are very trivial and the marketdemand changes greatly ;

2. During the transaction process in line with the principle of

4Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-22

cost reduction the company reduces or increases the expected

related transactions under the condition of satisfying the

company’s quality certification.

3.Due to SDN sanctions certain related business transaction

models have been adjusted resulting in a reduction in

transaction amounts.Explanation of the company’s independent In line with the company’s actual situation the company’s daily

directors on the large difference between the related transactions that have occurred in 2025 are fair and

actual occurrence and the expectation of daily reasonable and have not harmed the interests of the company

related transactions and other non-related shareholders.III Introduction of related person and relationship

(i) Introduction of related person

1.Wafangdian Bearing Group Corp. Ltd.

Legal representative: Meng Wei

Registered capital: 519869400 yuan

Registered address: No. 1 Section 1 North Gongji Street Wafangdian City Liaoning Province

Type of enterprise: Limited Liability Company

Business term: From December 22 1995 to December 22 2045

Unified social credit code: 91210200242386663D

Business scope: Import and export of goods import and export of technologies (for projects

subject to approval according to law business activities can only be carried out after approval by

relevant departments the specific business projects shall be subject to the approval results)

General projects: Manufacturing of bearings gears and transmission parts sales of bearings

gears and transmission parts manufacturing of metal tools sales of metal tools manufacturing of

special equipment (excluding licensed professional equipment manufacturing) research and

development of machinery and equipment sales of machinery and equipment manufacturing of

non-metallic mineral products sales of non-metallic minerals and products ferrous metal casting

non-ferrous metal casting automotive parts and accessories manufacturing Auto parts retail auto

parts wholesale railway rolling stock parts manufacturing railway rolling stock parts sales

industrial design services general equipment repair technical service technical development

technical consultation technical exchange technology transfer technology promotion metal

materials sales housing leasing non-residential real estate leasing machinery and equipment

leasing

Latest audited financial position (2024) : Total assets were RMB 8734.73 million net assets were

RMB 1163.51 million operating revenue was RMB 4024.90 million and net profit was RMB

-266.12 million (audited).

2. Dalian Heavy Industry Equipment Group Co. Ltd.

Legal representative: Meng Wei

Registered capital: 2440000000 yuan

Registered address: No. 169 Bayi Road Xigang District Dalian City Liaoning Province

Type of enterprise: Limited Liability Company

5Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-22

Business term: From December 27 2001 to December 26 2051

Unified social credit code: 91210200732769552T

Business scope:Mechanical equipment design manufacturing installation and commissioning;

supply of spare parts and accessories; manufacturing of metal products and metal structures;

production of molds and tools; metal surface treatment and heat treatment; manufacturing of

electromechanical equipment components and collaborative processing; real estate development;

transportation warehousing labor services and personnel training; commercial trade; export

operations; EPC contracting; electromechanical equipment leasing technology development and

consulting; computer applications; design manufacturing installation modification and

maintenance of lifting machinery and special equipment; pressure vessel design and

manufacturing (for specific categories limited to subsidiaries within the licensed scope). ***

(Projects subject to statutory approval shall only commence operations after obtaining approval

from relevant authorities.)

Latest audited financial status: As of December 312024 Total assets were RMB 47.882 billion

and net assets were RMB 10.684 billion; the audited operating revenue for 2024 was RMB 22.846

billion with a net profit of RMB 0.999 billion.None of the above related parties belongs to the person subject to enforcement for breach of trust.(ii) Relationship with the Company

Among the above-mentioned related parties Wafangdian Bearing Group Co. Ltd. is the largest

shareholder of our company. Dalian Heavy Industry Equipment Group Co. Ltd. is a shareholder of

the company's controlling shareholder. According to Article 6.3.3 Paragraph 2 Item (1) of the

"Stock Listing Rules of Shenzhen Stock Exchange" the above-mentioned company is an

associated legal person of the company.IV. Pricing basis and pricing principles for related transactions

The Company and related parties reach transaction agreements based on the principles of

voluntariness equality mutual benefit fairness and justness. The pricing of related transactions

except for government pricing cost pricing and agreement pricing is based on market prices. The

transactions between the company and the above-mentioned related parties are normal production

and operation activities and there is no situation that damages the interests of the listed company;

Pricing principles and basis: where market comparable prices are available pricing is based on

market prices; where market comparable prices are not available pricing is based on cost plus or

agreement;

The prices of the above-mentioned daily related transactions follow the fair and reasonable pricing

principle and are based on market prices all parties sign trade agreements based on the principles

of voluntariness equality and mutual benefit and ensure that the prices of products provided to

each other do not deviate from the prices of third parties; the transaction price shall be calculated

6Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-22

according to the agreed price and the actual transaction quantity and the payment arrangement

and settlement method shall be implemented with reference to industry-accepted standards or

contractual agreements. For related transactions that occur within the expected scope of 2026after the “Proposal of Wafangdian Bearing Co. Ltd. on the Expected Daily Related Transactions in

2026” being reviewed and approved by the company’s general meeting of shareholders the

company will execute the transactions after signing the corresponding contract agreement with

related parties based on the market prices or the prices negotiated and determined by both parties

according to actual needs.V. Purpose of the related transaction and its impact on the listed company

The Company leases the houses and factory sites of Wafangdian Bearing Group Corp. Ltd. uses

its “ZWZ” trademark for a fee and accepts security fire protection technology development and

other services provided by Wafangdian Bearing Group Corp. Ltd. and its subsidiaries these are

necessary for the company’s development and production and operation activities and provide a

favorable guarantee for the company’s development.The Company purchases spare parts bearings products and steel products from related parties

and sells materials and spare parts and rent housing and other items to related parties. These

transactions are necessary for the company’s development and ensure the company’s normal

production and operation activities.The above related transactions are all daily business transactions and are conducted on the basis

of necessity fairness and mutual benefit the parties to the transactions strictly follow the relevant

agreements there is no damage to the interests of the listed company no great impact on the

company’s current and future financial status and operating results nor influence on the

independence of the listed company.VI. Opinions of the Special Meeting of Independent Directors

After review we believe that the explanation of the actual occurrence of daily related-party

transactions in 2025 being different from the forecast is in line with the company's actual situation.The daily related-party transactions that have occurred in 2026 are fair and reasonable and have

not harmed the interests of the company and other non-related party shareholders. The

related-party transactions in 2026 are formulated based on the actual amounts incurred in 2025

which are in line with the actual production and operation needs of the company and belong to

normal commercial transaction behaviors. The price of related-party transactions is determined

based on the market price. The pricing is fair and does not violate the principles of openness

fairness and impartiality. It does not affect the independence of the company's operation will not

have a significant adverse impact on the company's financial and operating conditions and there is

no behavior that harms the interests of the company and small and medium-sized shareholders. It

is in line with the overall interests of the company. All the independent directors agreed to this

matter and agreed to submit the above-mentioned motion to the company's board of directors for

7Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-22

deliberation. When the board of directors voted on the motion the related directors abstained as

required.VII. Documents available for inspection

1. Resolution of the 5th Meeting of the 10th Board of Directors of Wafangdian Bearing Co. LTD.;

3. Resolution of the Second special Meeting of Independent Directors in 2026;

4. Overview Table of Related Party Transactions of Listed Companies;

5. Other documents required by the Shenzhen Stock Exchange.

Board of Directors of

Wafangdian Bearing Co. Ltd.April 27 2026

8

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