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瓦轴B:关于部分涉及关联交易的日常经营性债务重组的公告(英)

深圳证券交易所 08-25 00:00 查看全文

瓦轴B --%

Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-29

Wafangdian Bearing Co. Ltd.Announcement on the Restructuring of Some Daily Operating

Debts Involving Related-party Transactions

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. Overview of Debt Restructuring

1.Debt restructuring gains

In order to To optimize the company's debt structure and enhance the efficiency of

fund utilization Wafangdian Bearing Co. Ltd. (hereinafter referred to as "the

Company") has conducted a review of its accounts payable related to its daily

operating activities for the period from January to June 2026. During this period

the Company entered into "Debt Restructuring Agreements" with 264 suppliers

including Wafangdian Bearing Precision Forging Co. Ltd. and Guanxian Shunde

Bearing Co. Ltd.; through friendly negotiations these suppliers have agreed to

make concessions regarding the debts owed by the Company arising from its daily

operating activities. The aforementioned transactions have generated debt

restructuring gains of RMB 12312284.88 for the Company of which RMB

1599903.86 represents gains from debt restructuring involving affiliated parties.

2. Losses from debt restructuring

Debt restructuring loss as confirmed by both parties

The Company has entered into "Debt Restructuring Agreements" with five

customers including Wafangdian Bearing Group Wind Power Bearing Co. Ltd.;

through friendly negotiations the Company has made concessions regarding the

debts owed by said customers to the Company that pertain to the Company's daily

operating activities. The aforementioned transactions resulted in a debt

restructuring loss of RMB 1219760.95 for the Company of which RMB

450870.11 constitutes a related-party debt restructuring loss.

3. As part suppliers and customers including Wafangdian Bearing Group Co. Ltd.

and Wafangdian Bearing Precision Forging Co. LTD. are the largest shareholder

of our company or its wholly-owned subsidiaries the transactions involving this

part constitute related-party transactions.

4. The proposal was reviewed and unanimously approved at the 6th meeting of the

tenth board of directors of the company. During the deliberation it involved When it

1Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-29

came to matters related to related-party transactions the related directors Zhang

Xinghai Chen Jiajun Wang Jiyuan and Li Dong abstained from voting. The

remaining 8 directors voted result: 7 in favor of the matter no votes against and 1

abstention.

5. This motion does not need to be submitted to the company's shareholders'

meeting for review and approval nor does it constitute a major asset

reorganization as defined in the "Administrative Measures for Major

Reorganization of Listed Companies".

6. All the debt restructurings in this round are of a daily business nature and there

are no significant legal obstacles for the implementation by all parties.II. Basic Information of the counterparty in Debt Restructuring

1. A total of 264 suppliers and 5 customers are involved in this debt restructuring.

The debt restructuring reached between the company and related parties and the

debt restructuring reached with third-party suppliers are independent and do not

precondition each other and do not constitute a package deal.

2. The counterparty to the debt restructuring has no other relationship with the

company and the company's top ten shareholders in terms of property rights

business assets creditor's rights and debts personnel etc. which may or has

already caused the company to tilt its interests towards it or its interests towards

the company. The company conducts all debt restructurings in accordance with the

principles of fairness impartiality and equal treatment.The basic information of the related parties is as follows:.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

2Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-29

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 (2025) : The total assets were 8249.91 million

yuan the net assets were 1184.73 million yuan the operating income was

4099.62 million yuan and the net profit was 31.47 million yuan (as audited).

The above related parties are not the dishonest persons subjected to execution.III. Main Contents of the Debt Restructuring Plan and Debt Restructuring

Agreement

1.Debt formation situation

After calculation by the company with 264 suppliers the total amount of various

payments for goods and project funds that the company should pay to the

above-mentioned suppliers amounts to 248046494.68 yuan.After the company's calculation with 5 customers the bearing payment receivable

from the above-mentioned customers of our company is 21052258.87 yuan.

2. The main contents of the debt restructuring plan

After communication and negotiation with the creditors in accordance with the

"Debt Restructuring Agreements" signed by our company with 264 suppliers

respectively based on the principle of mutual benefit and cooperation the

creditors agreed to waive the creditor's rights for part of the payment. The

remaining payment would be paid to the creditors by the company in the form of

commercial papers and bank deposits. After the creditors received the payment

the creditor's rights and debts involving the contract details between the two

parties would be settled. There are no other economic disputes.From January to June 2026 the company completed debt restructuring with

suppliers for 248046494.68 yuan actually paid 235733209.8 yuan for goods

and realized debt restructuring gains of 12312284.88 yuan among which the

gains from related debt restructuring were 1599903.86 yuan.After communication and negotiation between the debtor and our company in

accordance with the "Debt Restructuring Agreement" signed by our company with

3Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-29

5 customers based on the principle of mutual benefit and cooperation our

company agrees to waive the creditor's rights of part of the bearing payment.From January to June 2026 the company completed debt restructuring with

customers for 21052258.87 yuan actually received payment for goods for

19832497.92 yuan and suffered a debt restructuring loss of 1219760.95 yuan

among which the loss from related debt restructuring was 450870.11 yuan.

3. There is no situation where non-cash assets are used to settle debts in this debt

restructuring.IV. Other arrangements for debt restructuring

This debt restructuring does not involve subsequent arrangements such as

personnel resettlement land leasing or competition in the same industry.V. Reasons Purposes of Debt Restructuring and Its Impact on the Company

The primary reason for debt restructuring is that influenced by the broader market

environment enterprises may experience relatively tight liquidity in the short term;

to alleviate this financial pressure and accelerate cash recovery the enterprise

may reach an agreement with its suppliers and customers: when making payments

to suppliers a certain percentage of discount shall be applied; conversely when

collecting payments from customers a corresponding percentage of discount shall

be granted. The determination of these relevant discount rates is based on

negotiations between both parties within the limits that their respective operations

can afford.The company's subsequent payment arrangements are based firstly on the

outstanding balances due by suppliers as of the settlement date and secondly on

the actual amount of funds recovered by the company during the current period;

these funds primarily represent the proceeds generated from the company's

external sales of bearing products; this constitutes routine fund payment activity

and does not impact the company's daily operations.By conducting debt restructuring the company can further clarify its creditor-debtor

relationships alleviate its funding pressures reduce its debt burden optimize its

debt structure and improve its financial position thereby facilitating the company's

operational development.Pursuant to the Enterprise Accounting Standards and other relevant regulations

the net gain from this debt restructuring of RMB 11092523.93 shall be recognized

as investment income.VI. Explanation of Special Opinions

(1) Opinions of the Special Meeting of Independent Directors

After review we believe that by carrying out debt restructuring the company can

further sort out its creditor-debtor relationship optimize its debt structure and

improve its financial situation. This is conducive to promoting the company's

4Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-29

business development and will not have a significant adverse impact on the

company's financial and business conditions. There is no behavior that harms the

interests of the company and its minority shareholders and it is in line with the

overall interests of the company. All independent directors agree to this matter and

agree to submit the above-mentioned proposal to the company's board of directors

for deliberation. When the board of directors votes on the motion the related

directors shall recuse themselves in accordance with the regulations.VII.Documents for reference

1. Resolution of the 6th Meeting of the 10th Board of Directors of Wafangdian

Bearing Co. LTD.

2. Resolution of the Third special Meeting of Independent Directors in 2026

3. Overview Table of Related Party Transactions of Listed Companies.

4. Other documents required by the Shenzhen Stock Exchange.

Hereby notify

Board of directors of

Wafangdian bearing Company limited

August 242026

5

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