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瓦轴B:瓦房店轴承股份有限公司关于收到瓦房店轴承集团有限责任公司拟收购剩余股份的相关通知及提示性公告(英)

深圳证券交易所 09-18 00:00 查看全文

瓦轴B --%

Wafangdian Bearing Co. Ltd. Regarding the Notice and

Advisory Announcement Received Regarding the Acquisition

of Remaining Shares by Wafangdian Bearing Group Co. Ltd.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:

Wazhou Group plans to acquire the remaining shares at a price of HK$2.86 per

share. The acquisition period the two trading days excluding the date on which

the Shenzhen Stock Exchange announces the decision to terminate the listing of

Wazhou B.During the two trading days of this remaining share acquisition shareholders of

the remaining shares can make an application for the sale of the remaining shares.However a special note: The sale applications made during the remaining share

acquisition period cannot be revoked.Pursuant to the Announcement on the Result of the Tender Offer for the Company’s

Shares by Wafangdian Bearing Group Co. Ltd. (hereinafter referred to as "Wazhou

Group") and Continued Trading Suspension of Shares disclosed by Wafangdian Bearing

Co. Ltd. (hereinafter referred to as "Wazhou B" the "Company") on March 5 2026 all

clearing and share transfer procedures for this tender offer had been completed as of the

disclosure date of the tender offer result announcement. Wazhou Group holds

298524555 shares of the Company accounting for 74.15% of the Company’s total

share capital. Given that the proportion of shares held by public shareholders accounts

for less than 10% of the Company’s total share capital the Company’s equity distribution

no longer satisfies the listing requirements in accordance with the Securities Law of the

People’s Republic of China the Shenzhen Stock Exchange Stock Listing Rules

(hereinafter referred to as the "Listing Rules") and other relevant laws and regulations.The Company will complete the procedures for terminating the listing of its shares in

accordance with relevant provisions and issue corresponding announcements. As

required by relevant regulations trading of the Company’s shares shall remain

suspended starting from the disclosure date of the tender offer result announcement.The company has submitted an application to the Shenzhen Stock Exchange

(hereinafter referred to as "SZSE") for delisting the application was accepted by the

Shenzhen Stock Exchange on September 162026.(See the relevant company

announcements). According to Article 9.7.11 of the listing rules: "If a listed company

voluntarily terminates its listing there is no delisting transitional period. The company's

stock will be delisted within five trading days from the date of the announcement of the

delisting decision by the exchange. The company's stock will be delisted." Therefore the

company's stock will be delisted within five trading days from the date the SZSE

announces the delisting decision There shall be no delisting transitional period.In accordance with Article 74 of the Securities Law of the People's Republic of China

shareholders other than Wazhou Group who still hold the company's stocks after the

completion of the tender offer and whose company's announcement clearly indicates the

termination of listing (hereinafter referred to as "remaining shareholders") they have the

right to sell their Wazhou B shares to Wazhou Group. Wazhou Group will purchase the

remaining shares to be sold by the remaining shareholders at the current tender offer

price (i.e. 2.86 Hong Kong dollars per share). The company received Wazhou Group's

plan and acquisition proposal regarding the acquisition of the remaining shares on

September 172026. Hereby we hereby notify all shareholders of the following:

I. Quantity of Remaining Shares to Be Acquired

According to Article 74 of the Securities Law of the People's Republic of China the

maximum number of shares to be acquired in this transaction is the total number of

shares held by shareholders other than Wazhou Group who still hold the company's

stocks as of the date of this announcement which amounts to 104075445 shares. The

final acquisition quantity will be determined based on the announcement of the

acquisition results of the remaining shares.II. Acquisition Price of Remaining Shares

Pursuant to Article 74 of the Securities Law of the People’s Republic of China the

acquisition price for the remaining shares shall be the tender offer price of HK$2.86 per

share.III. Funds for Acquisition of Remaining Shares

Calculated at the acquisition price of HK$2.86 per remaining share the maximum total

capital required for the acquisition of remaining shares amounts to HK$297.66 million.In accordance with the laws and regulations applicable to tender offers Wazhou Group

shall deposit an amount of not less than HK$59.54 million (accounting for no less than

20% of the maximum total capital required for the acquisition of remaining shares) into

the designated account of China Securities Depository and Clearing Corporation Limited

Shenzhen Branch within two trading days following the disclosure of the Notice and

Reminder Announcement on the Acquisition of Remaining Shares which shall serve as

the performance bond for the acquisition of remaining shares.The funds required for this remaining- share acquisition come from the acquirer's own

funds or self-raised funds and do not directly or indirectly originate from Wazhou B or its

affiliated parties. This is legal and there is no situation where the shares acquired in this

remaining- share acquisition are used as collateral to obtain financing from banks or

other financial institutions. The acquirer has the ability to fulfill the requirements of this

share acquisition. The two-day period for the remaining- share acquisition has ended.The acquirer will confirm the results of the remaining- share acquisition based on the

number of shares acquired through the temporary custody of the China Securities

Depository and Clearing Corporation Shenzhen and will in accordance with Article 74

of the Securities Law of the People's Republic of China pay the acquisition funds to the

shareholders who proposed the remaining- share acquisition and fulfill the obligations

of the remaining- share acquisition.IV. Schedule for Acquisition of Remaining Shares

The period for this remaining- share acquisition is within two trading days from

the date when the Shenzhen Stock Exchange announces the decision to terminate

the listing of Wazhou B.Shareholders holding remaining shares may submit applications for selling their

remaining shares within the two trading days of the acquisition period. Special

reminder: any submitted applications for selling remaining shares during the

acquisition period shall be irrevocable.Within two trading days after the expiration of the acquisition period for remaining shares

China Securities Depository and Clearing Corporation Limited Shenzhen Branch shall

complete the fund settlement and share transfer registration procedures for all shares

with valid selling applications. In accordance with Article 74 of the Securities Law of the

People’s Republic of China Wazhou Group shall pay corresponding acquisition funds to

shareholders who have submitted applications to sell their remaining shares.V. Operation Modes and Procedures for Acquisition of Remaining Shares

During the remaining share acquisition period shareholders holding remaining shares

may complete the application procedures for selling remaining shares through the

business department of their securities broker where their shares are deposited within

the valid trading hours of the Shenzhen Stock Exchange (9:30–15:00). The application

procedures are consistent with those for the original tender offer acceptance and such

applications are non-trading instructions.The key information to be filled in the application instruction submitted by shareholders

for selling remaining shares is set forth as follows:

1.Abbreviation of remaining shares: [Wazhou B];

2.Stock code of remaining shares: [200706];

3.Application code for selling remaining shares: [990087] (identical to the application

code used for the original tender offer);

4.Acquisition price for remaining shares: HK$2.86 per share (i.e. the original tender offer

price);

5.Limits on application volume: The maximum number of shares a shareholder may

apply to sell shall not exceed the number of unrestricted shares held in the shareholder’s

account free from pledges judicial freezing or other encumbrances; any excess portion

shall be deemed invalid. Shares under pledge judicial freezing or subject to other

encumbrances shall not be eligible for selling applications under the remaining share

acquisition arrangement.VI. Result of Acquisition of Remaining Shares

Wazhou B will issue an announcement on the result of the acquisition of remaining

shares upon completion of fund settlement and share transfer registration procedures for

the acquisition of remaining shares.The final arrangement for the acquisition of the remaining shares of Wazhou

Group will be subject to the disclosure of the official acquisition plan. Therefore

this announcement is hereby made. Special reminder to the company's

shareholders holding shares: please pay attention to the relevant announcements

to be released by the company in the future.Board of Directors of

Wafangdian Bearing Company limited

September 172026

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