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



