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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 10-28 00:00 查看全文

瓦轴B --%

Stock abbreviation: Wazhou B Stock code: 200706 No.: 2025-35

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 optimize the debt structure of the enterprise and improve the efficiency of

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

Company") has carried out a clean-up work on the payables of the company's daily

operation nature in January-September 2025. During this period our company signed

the "Debt Restructuring Agreement" with 297 suppliers including Wafangdian Bearing

Group Co. Ltd. and its subsidiaries Dalian Jieneng Heavy Industry Co. LTD. etc.After friendly consultation these suppliers agreed to make concessions on the debts

owed by our company for daily operations. The above-mentioned business enabled the

Company to gain 12876532.94 yuan from debt restructuring among which the gain

from related debt restructuring was 1942333.19 yuan.

2. Losses from debt restructuring

Debt restructuring losses confirmed by both parties

Our company has signed the "Debt Restructuring Agreement" with five clients including

Wafangdian Bearing Group Wind Power Bearing Co. LTD.Through friendly

consultation our company has made concessions on the debts owed by these

customers for the daily operation nature of our company. The above-mentioned

business has caused a debt restructuring loss of 187748.86 yuan for our company.Among them the loss from the restructuring of related debts was 183522.82 yuan.

3. As five suppliers and five 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 third meeting of the

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

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

Xinghai Chen Jiajun and Wang Jiyuan abstained from voting. The remaining directors

all voted in favor of the matter with no votes against or abstentions.

1Stock abbreviation: Wazhou B Stock code: 200706 No.: 2025-35

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 297 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 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

2Stock abbreviation: Wazhou B Stock code: 200706 No.: 2025-35

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) : The total assets were 8734.73 million yuan

the net assets were 1163.51 million yuan the operating income was 4024.90 million

yuan and the net profit was -266.12 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 297 suppliers the total amount of various

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

above-mentioned suppliers amounts to 287815048.49 yuan.After the company's calculation with 5 customers the bearing payment receivable from

the above-mentioned customers of our company is 5887622.05 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 297 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 September 2025 the company completed debt restructuring with

suppliers for 287815048.49 yuan actually paid 274938515.55 yuan for goods and

realized debt restructuring gains of 12876532.94 yuan among which the gains from

related debt restructuring were1942333.19 yuan.After communication and negotiation between the debtor and our company in

accordance with the "Debt Restructuring Agreement" signed by our company with 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 September 2025 the company completed debt restructuring with

customers for 5887622.05 yuan actually received payment for goods for

5699873.19 yuan and suffered a debt restructuring loss of 187748.86 yuan among

3Stock abbreviation: Wazhou B Stock code: 200706 No.: 2025-35

which the loss from related debt restructuring was 183522.82 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 related-party transactions or competition in the same

industry.V. Reasons Purposes of Debt Restructuring and Its Impact on the Company

The main reason for debt restructuring is that due to the influence of the overall market

environment the enterprise's funds are relatively tight in the short term. In order to

relieve the financial pressure and accelerate the recovery of funds it has reached an

agreement with suppliers and customers. When making payments to suppliers a

certain proportion of the discount will be charged and when recovering the payments

from customers a certain proportion of the discount will be given. The determination of

the relevant discount rate is reached through consultation by both parties within the

range that their operations can afford.The subsequent payment arrangements of the company are first based on the

outstanding debts of suppliers by the settlement period and second in accordance

with the actual recovery of funds of the company in the current period. The funds

mainly consist of the recovered funds from the enterprise's external sales of bearing

products. It is a normal fund payment business and does not affect the company's daily

operation.By carrying out debt restructuring the company further sorts out the creditor-debtor

relationship of the company alleviates the financial pressure reduces the debt burden

of the company optimizes the debt structure improves the financial situation of the

company and is conducive to promoting the operation and development of the

company.

4Stock abbreviation: Wazhou B Stock code: 200706 No.: 2025-35

According to relevant regulations such as the Enterprise Accounting Standards the net

gain of 12688784.08 yuan from this debt restructuring will be included in the

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 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 Third Meeting of the 10th Board of Directors of Wafangdian

Bearing Co. LTD.

2. Resolution of the Second special Meeting of Independent Directors in 2025

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

October 272025

5

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