行情中心 沪深京A股 上证指数 板块行情 股市异动 股圈 专题 涨跌情报站 盯盘 港股 研究所 直播 股票开户 智能选股
全球指数
数据中心 资金流向 龙虎榜 融资融券 沪深港通 比价数据 研报数据 公告掘金 新股申购 大宗交易 业绩速递

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七次提示性公告(英)

深圳证券交易所 02-27 00:00 查看全文

瓦轴B --%

Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-11

Wafangdian Bearing Company Limited seventh 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 seventh 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Branch cannot be withdrawn.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. On the last trading day of the validity period of this tender offer at 15:00 the total number

of pre-accepted shares of Wazhou B public shares held in the temporary custody of the

China Securities Depository and Clearing Corporation Shenzhen exceeded 39050000

shares. That is after the acquisition the proportion of Wazhou B public shares held by the

public in the total share capital was lower than 10%. According to the regulations of the

Shenzhen Stock Exchange Wazhou B will no longer meet the listing conditions. Then this

1Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-11

tender offer will take effect.As of February 26 2026 the total number of pre-accepted shares was

49413439representing a pre-acceptance ratio of 31.156%.The conditions for the

effectiveness of the tender offer has be met and as a result Wafangdian Bearing B Shares

are expected to no longer satisfy the listing requirements.

6.If Wazhou B no longer meets the listing requirements the Wazhou B shares will be suspended

from trading from the expiration of this tender offer period until the announcement of the tender

offer result and will continue to be suspended after the announcement of the tender offer result

until the Shenzhen Stock Exchange terminates the listing of Wazhou B shares and there will be

no delisting consolidation period. The Wazhou B shares will be delisted within 5 trading days

from the date of the Shenzhen Stock Exchange's announcement of the delisting decision.

7.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:

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

2Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-11

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

Shenzhen will automatically release the corresponding shares from temporary custody.The trading of Wazhou B Shares will be suspended from the expiration of the current tender offer

period until the announcement of the results of the tender offer. If the tender offer takes effect

trading will remain suspended following the announcement of the results until the Shenzhen Stock

Exchange terminates the listing of Wazhou B Shares with no delisting adjustment period.Wazhou

B Shares will be delisted within 5 trading days from the date the Shenzhen Stock Exchange

announces the decision to terminate listing.Following the delisting of Wazhou B Shares the offeror shall purchase the remaining shares held

by shareholders who intend to sell such shares at the tender offer price in accordance with Article

74 of the Securities Law. The specific procedures and steps for the purchase of remaining shares

will be announced separately.In addition in such circumstances if the number of shareholders of

Wazhou still exceeds 200 after delisting Wazhou will transfer to the National Equities Exchange

and Quotations System (NEEQ) for share transfer. Relevant matters will be announced separately.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

3Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-11

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).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

4Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-11

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 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.

5Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-11

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

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.

6Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-11

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

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.

7Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-11

VIII. Pre-acceptance of Offer

On the last trading day of the validity period of this tender offer at 15:00 the total number of

pre-accepted shares of Wazhou B public shares held in the temporary custody of the China

Securities Depository and Clearing Corporation Shenzhen exceeded 39050000 shares. That is

after the acquisition the proportion of Wazhou B public shares held by the public in the total share

capital was lower than 10%. According to the regulations of the Shenzhen Stock Exchange

Wazhou B will no longer meet the listing conditions. Then this tender offer will take effect.As of February 26 2026 the total number of pre-accepted shares was 49413439representing a

pre-acceptance ratio of 31.156%.The conditions for the effectiveness of the tender offer has be met

and as a result Wafangdian Bearing B Shares are expected to no longer satisfy the listing

requirements.Hereby notify

Board of directors of

Wafangdian bearing Company limited

February 27 2026

8

免责声明:用户发布的内容仅代表其个人观点,与九方智投无关,不作为投资建议,据此操作风险自担。请勿相信任何免费荐股、代客理财等内容,请勿添加发布内容用户的任何联系方式,谨防上当受骗。

相关股票

相关板块

  • 板块名称
  • 最新价
  • 涨跌幅

相关资讯

扫码下载

九方智投app

扫码关注

九方智投公众号

头条热搜

涨幅排行榜

  • 上证A股
  • 深证A股
  • 科创板
  • 排名
  • 股票名称
  • 最新价
  • 涨跌幅
  • 股圈