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瓦轴B:瓦房店轴承股份有限公司关于瓦房店轴承集团有限责任公司要约收购公司股份的第一次提示性公告(英)

深圳证券交易所 01-27 00:00 查看全文

瓦轴B --%

Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-03

Wafangdian Bearing Company Limited First Indicative

Announcement Regarding the Takeover Offer by Wafangdian

Bearing Group Co. Ltd. for the Company's Shares

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:

1.This announcement is the First Indicative Announcement concerning the takeover offer by

Wafangdian Bearing Group Co. Ltd. (hereinafter referred to as "Wazhou Group" or the "Acquirer") for

the shares of Wafangdian Bearing Co. Ltd. (hereinafter referred to as the "Listed Company" the

"Company" or "Wazhou B").

2.The code for pre-acceptance of this takeover offer is 990087 and the offer price is HKD 2.86 per

share.

3.The duration of this takeover offer is 39 calendar days specifically from January 20 2026 to

February 27 2026; unless a competing offer arises. According to the procedures for this takeover

offer shareholders who have pre-accepted the offer may withdraw their acceptance on the day it is

submitted during the last three trading days of the offer period (i.e. February 25 2026; February 26

2026; and February 27 2026). However acceptances that have already been placed under

temporary custody by China Securities Depository and Clearing Corporation Limited Shenzhen

Branch cannot be withdrawn.

4.The acquirer in this takeover offer is Wazhou Group. Wazhou Group currently holds 244 million

non-tradable domestic shares of Wazhou B representing a 60.61% equity stake. It intends to initiate

a general offer to all shareholders holding unrestricted tradable shares for the purpose of terminating

the listed status of Wazhou B. The number of shares to be acquired under the offer is 158600000

shares accounting for 39.39% of Wazhou B's total share capital.

5.The Company publicly disclosed the "Takeover Offer Report of Wafangdian Bearing Co. Ltd."

issued by Wazhou Group on January 19 2026. For details please refer to the Juchao Information

Network . In accordance with the relevant provisions of the "Administrative Measures for the

Acquisition of Listed Companies" the acquirer is required to publish at least three indicative

announcements regarding this takeover offer within 30 days following the disclosure of the "Takeover

Offer Report." The relevant details of this takeover offer are hereby indicated as follows:

1Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-03

I. Basic Information of the Takeover Offer

1. Name of the Acquirer: Wafangdian Bearing Group Co. Ltd.

2. Name of the Target Company: Wafangdian Bearing Co. Ltd.

3. Stock Name of the Target Company: Wazhou B

4. Stock Code of the Target Company: 200706

5. Type of Shares Subject to the Offer: Domestic Listed Foreign-Investment Shares (B Shares)

6. Payment Method: Cash Payment

7. Takeover Offer Price: HKD 2.86 per share

II. Purpose of the Takeover Offer

In recent years due to impacts from the global economic recession and economic structural

adjustments Wazhou B has suffered consecutive annual losses with its operating conditions

progressively deteriorating. Since the beginning of 2025 compounded by multiple adverse factors

the company's operations have faced further restrictions and its future financial risks have continued

to escalate. If this trend persists the company's operational risks are bound to intensify.Considering

all factors Wazhou Group as the controlling shareholder of Wazhou B aims to comprehensively

safeguard the interests of Wazhou B's shareholders and demonstrate the responsibility of a

state-owned enterprise. To this end Wazhou Group plans to initiate a general takeover offer to all

shareholders holding unrestricted tradable shares for the purpose of terminating the listed status of

Wazhou B.Following the delisting the acquirer may in accordance with the law adopt lawful and

effective measures that could potentially eliminate the independent legal entity status of Wazhou B.Relevant subsequent arrangements will be announced separately after the delisting of Wazhou B

based on the actual circumstances of the company. Investors are advised to pay attention to

investment risks.III. Conditions for the Effectiveness of the Takeover Offer

This tender offer is subject to the condition that the share distribution of Wazhou B meets the delisting

requirements. If at the end of this comprehensive tender offer the number of publicly traded shares of

Wazhou B that accept the offer exceeds 39050000 shares and the proportion of publicly traded

shares of Wazhou B in the total share capital after the acquisition is lower than 10% then this tender

offer will be effective. If at the end of this comprehensive tender offer the number of publicly traded

shares of Wazhou B that accept the offer is less than 39050000 shares and the proportion of

publicly traded shares of Wazhou B in the total share capital remains higher than 10% then this

comprehensive tender offer will be invalid from the beginning the original pre-acceptance declaration

2Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-03

will no longer be valid and China Securities Depository and Clearing Corporation Shenzhen will

automatically release the corresponding shares from temporary custody.IV. Details of the Shares Subject to This takeover Offer

According to Article 26 of the "Administrative Measures for the Acquisition of Listed Companies"The

shares subject to this takeover Offer are the Wazhou B shares held by shareholders other than the

acquirer. The quantity of shares under the offer is as follows:

The proportion of

Types of shares Offer price Quantity of takeoverOffer (shares) the total sharecapital

Unrestricted tradable shares 2.86 Hong Kong

(B shares) dollar/share 158600000 39.39%

In accordance with relevant regulations such as the Securities Law and the Acquisition Measures the

offer price for this takeover Offer and its calculation basis are as follows: The arithmetic average of

Wazhou B’s daily volume-weighted average prices over the 30 trading days prior to the

announcement date of the summary of this takeover Offer report is 2.8436 Hong Kong dollars per

share. During the six months preceding the announcement date of the summary of this takeover Offer

report the acquirer did not engage in any trading of Wazhou B’s shares. After comprehensive

consideration The closing price on the day prior to the announcement date of the summary of this

takeover offer report was HKD 2.86 per share.the acquirer has determined the offer price to be 2.86

Hong Kong dollars per share.If Wazhou B undertakes any corporate actions such as dividend distributions bonus share issues or

capital reserve conversions into share capital (events involving ex-rights or ex-dividends) between

the announcement date of the summary of this takeover Offer report and the expiration date of the

takeover Offer period the offer price will be adjusted accordingly.V. Duration of the takeover Offer

The term of this tender offer is 39 calendar days from January 20 2026 to February 27 2026 except

in cases where competing offers are made.Three trading days prior to the expiration of this tender offer pre-accepting shareholders can entrust

securities companies to handle the procedures for withdrawing their pre-acceptance of the offer. The

China Securities Depository and Clearing Corporation (Shenzhen) will release the pre-accepted

shares from temporary custody upon the withdrawal application of the pre-accepting shareholders.During the last three trading days before the expiration of this tender offer pre-accepting

shareholders can withdraw the pre-accepted offers they have submitted on the current day but they

cannot withdraw the pre-accepted offers that have been temporarily held by the China Securities

Depository and Clearing Corporation (Shenzhen).

3Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-03

During the term of this tender offer investors can query on the Shenzhen Stock Exchange website

(http://www.szse.cn/) the number of pre-accepted shares as of the previous trading day and the

number of withdrawn pre-accepted shares.VI. Methods and Procedures for Shareholders' Pre-Subscription Offer

1. Reporting Code: 990087

2. Reporting Price: HKD 2.86 per share

3. Quantity limit for declaration

The upper limit for the number of shares that shareholders can declare for the pre-acceptance offer is

the number of shares held in their shareholder accounts that are not subject to pledge judicial

freezing or other restrictions. Any excess amount is invalid. Shares that are pledged judicially frozen

or subject to other restrictions cannot be declared for the pre-acceptance offer.

4. Application for Pre-acceptance Offer

If a shareholder of Wazhou B applies for the pre-acceptance offer they must complete the relevant

procedures for the pre-acceptance offer of the shares in this offer during each trading day within the

offer period through the business department of the securities company that holds their shares. The

business department of the securities company will handle the relevant declaration procedures

through the trading system of the Shenzhen Stock Exchange. The content of the declaration

instruction should include: stock code member seat number securities account number contract

number pre-accepted quantity acquisition code. During the offer period (including the period of stock

suspension) shareholders of Wazhou B can handle the relevant pre-acceptance declaration

procedures. The pre-acceptance declaration can be revoked on the same day.

5. Sale of Pre-accepted Shares

Shares that have been declared for pre-acceptance can be sold on the same day. Unexecuted parts

of the selling declaration will still be included in the pre-accepted declaration. Shares that have been

declared for pre-acceptance should not be re-sold and shares that have been sold should not be

re-declared for pre-acceptance. Otherwise it will cause the sold shares to be short-sold on the

settlement date. Shareholders of tradable shares should handle the non-trading commission

declaration on the same day for the same batch of shares in the same transaction and the

processing sequence is: pledge pre-acceptance transfer registration.

6. Confirmation of Pre-accepted Shares

The confirmation of pre-accepted shares or the withdrawal of pre-accepted share declaration will take

effect on the next trading day after confirmation by China Securities Depository and Clearing

Corporation Shenzhen. China Securities Depository and Clearing Corporation Shenzhen will

temporarily keep the confirmed pre-accepted shares. The confirmed pre-accepted shares shall not be

4Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-03

transferred transferred for registration or pledged.

7. Amendment of the Offer

During the offer period if the offer is amended the original pre-accepted declaration will no longer be

valid. China Securities Depository and Clearing Corporation Shenzhen will automatically release the

temporary custody of the corresponding shares; shareholders who accept the amended offer must

re-declare.

8. Competitive Offer

When a competitive offer occurs pre-accepted shareholders of the initial offer should withdraw the

original pre-accepted offer before re-accepting the competitive offer for the initial offer shares.

9. Judicial Freeze

If the pre-accepted shares are judicially frozen during the offer period the securities company will

withdraw the pre-accepted declaration of the corresponding shares through the Shenzhen Stock

Exchange trading system before assisting in the execution of the share freeze.

10. Announcement of Pre-accepted Share Situation

On the trading day before each trading day during the offer period the offeror will announce the

relevant situation of the pre-accepted shares of the previous trading day on the Shenzhen Stock

Exchange website.

11. Handling of Remaining Shares

The remaining shares purchased by the offeror from each shareholder who has declared for

pre-acceptance that are less than one share will be handled in accordance with the procedures for

fractional shares in the distribution of rights and interests of China Securities Depository and Clearing

Corporation Shenzhen.

12. Transfer of Offered Shares

After the expiration of the offer period and the effectiveness of the offer the offeror will deposit the

amount of the offer funds excluding the performance guarantee deposit in full into its settlement

reserve account at China Securities Depository and Clearing Corporation Shenzhen and then apply

to the settlement business department of China Securities Depository and Clearing Corporation

Shenzhen to transfer the funds from its settlement reserve account to the securities fund settlement

account of the offer.

13. Transfer of Pre-accepted Shares

After the expiration of the offer period and the effectiveness of the offer the offeror will apply to the

Shenzhen Stock Exchange for the transfer procedures of the pre-accepted shares and provide

relevant materials. The legal department of the Shenzhen Stock Exchange will complete the

confirmation procedures for the transfer of the pre-accepted shares and the offeror will with the

confirmation letter of the transfer of pre-accepted shares issued by the Shenzhen Stock Exchange

go to China Securities Depository and Clearing Corporation Shenzhen to handle the share transfer

5Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-03

procedures.

14. Announcement of Offer Results

After the transfer procedures for the pre-accepted shares are completed the offeror will promptly

submit and disclose the report on the acquisition of the listed company and the results announcement

to the Shenzhen Stock Exchange.VII. Methods and Procedures for Shareholders to Withdraw Their Pre-acceptance

Offers

1. Withdrawal of Pre-accepted Offer

If the pre-accepted share application is withdrawn the relevant procedures for declaration shall be

carried out through the trading system of the Shenzhen Stock Exchange within the trading hours of

each trading day during the validity period of the acquisition offer. The content of the declaration

instruction shall include: stock code member seat number securities account number contract

number withdrawal quantity acquisition code. The withdrawal of the pre-accepted offer declaration

can be revoked on the same day.

2. Announcement of Withdrawal of Pre-accepted Offer Situation

On the trading day before each trading day during the offer period the acquirer will announce on the

Shenzhen Stock Exchange website the relevant situation of the withdrawal of the pre-accepted offer

of the previous trading day.

3. Confirmation of Withdrawal of Pre-accepted Offer

The withdrawal of the pre-accepted offer declaration becomes effective on the next trading day after

being confirmed by the China Securities Depository and Clearing Corporation Shenzhen. The

temporary custody of the withdrawn pre-accepted offer shares is released by China Securities

Depository and Clearing Corporation Shenzhen.Three trading days before the expiration of the tender offer the pre-accepted shareholders can

entrust a securities company to handle the procedures for withdrawing the pre-accepted offer. China

Securities Depository and Clearing Corporation Shenzhen will release the temporary custody of the

pre-accepted offer stocks based on the withdrawal application of the pre-accepted offer shareholders.Within three trading days before the expiration of the tender offer the pre-accepted shareholders can

withdraw the pre-accepted offer declared on the same day but they cannot withdraw the

pre-accepted offer that has been temporarily held by China Securities Depository and Clearing

Corporation Shenzhen.

4. When there is a competing offer pre-accepted offer shareholders shall withdraw the pre-accepted

offer shares for the initial offer before making a further pre-acceptance of the pre-accepted offer.

5. When the tradable shares of the pre-accepted offer are pledged subject to judicial freezing or

6Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-03

subject to other rights restrictions during the tender offer period the securities company shall

withdraw the pre-accepted offer declaration of the corresponding shares through the trading system

of the Shenzhen Stock Exchange before assisting in the execution of the setting of other rights on the

shares.VIII. Pre-acceptance of Offer

After Authorized to the Shenzhen Stock Exchange As of January 23 2026 the total number of

pre-accepted shares was3516667 representing a pre-acceptance ratio of 2.217%.Hereby notify

Board of directors of

Wafangdian bearing Company limited

January 26 2026

7

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