Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-08
Wafangdian Bearing Company Limited Fourth 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:
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").
share.
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
temporary custody by China Securities Depository and Clearing Corporation Limited Shenzhen
Branch cannot be withdrawn.
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
pre-accepted shares of Wazhou B public shares held in the temporary custody of the China
Securities Depository and Clearing Corporation Shenzhen exceeded 39,050,000 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.
Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-08
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.
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
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
Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-08
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 39,050,000 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 39,050,000 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
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
shareholders other than the acquirer. The quantity of shares under the offer is as follows:
The proportion of
Quantity of takeover
Types of shares Offer price the total share
Offer (shares)
capital
Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-08
Unrestricted tradable shares 2.86 Hong Kong
(B shares) dollar/share
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
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
The upper limit for the number of shares that shareholders can declare for the pre-acceptance offer
Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-08
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.
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.
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.
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.
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.
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.
Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-08
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.
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.
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.
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.
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.
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
Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-08
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.
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.
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.
pre-accepted offer shares for the initial offer before making a further pre-acceptance of the
pre-accepted offer.
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 February 13, 2026, the total number of
Stock abbreviation: Wazhou B Stock code: 200706 No.: 2026-08
pre-accepted shares was18,083,941, representing a pre-acceptance ratio of 11.402%.
Hereby notify
Board of directors of
Wafangdian bearing Company limited
February 25, 2026
