Stock： WazhouB Code：200706 No.：2019-03
Wafangdian Bearing Company Limited
Announcement of Resolution of the Ninth Meeting of 7th Board Session
Our company, the whole members of the board of directors and top managements ensured the truth,
accuracy, completeness, no false record, misleading statement and fatal omit of the announcement.
Ⅰ.The statement of Board of Directors Meeting
1. When and how the notice is sent out
Meeting notice of The ninth Meeting of 7th Board of Directors of Wafangdian Bearing Company limited has
been sent by fax on April16, 2019.
2.The time,place and the way of the Board of Directors Meeting
The ninth Meeting of 7th Board of Directors of Wafangdian Bearing Company limited was held at WBGC
309 meeting room at 9:30 April 26, 2019.
3.The board members that should attend and actually present
12 board members should attend the meeting but actually 10 members were present.2member appointed
representatives to attend the meeting.Mr. Liu Yuping didn’t attend the meeting because of work and
authorized Mr.Wen Bo on his behalf.Mrs. Liang Shuang didn’t attend the meeting because of work and
authorized Mrs.Sun Kun on her behalf.
4.The presider and the present member of the Board of Directors Meeting
The Board of Directors Meeting is hold by the Chairman Mr. Meng Wei, 4 supervisor representatives and 2
senior managers attended the meeting as non-voting delegates.
5.Holding of meeting conforms to regulations of “Corporate Law” as well as “Article of
Association”.
Ⅱ.The deliberation of the Board of Directors Meeting
1. 2018 annual report of board of directors
Vote result: 12 approving vote, 0 rejecting vote and 0 abstaining vote;
2. 2018 annual profit distribution plan
Vote result: 12 approving vote, 0 rejecting vote and 0 abstaining vote;
According to audit by Shine Wing (HK) CPA Firm, the net profit attributable to the parent company
shareholders in 2018 is10,632,169.84 Yuan, undistributed profits at the beginning of the year is
362,925,296.98yuan, the distributed profits is 373,557,466.82yuan, after withdrawing the statutory surplus
reserves with 2,491,863.75 which is the 10% of the net profit of parent company, the profits available for
distribution of shareholders is 371,065,603.07yuan, reduced the cash dividends 2017 annual with
16,104,000.00distributing to shareholders , the final undistributed profit is 354,961,603.07 yuan.
For return for shareholders, and share company operating results with all the shareholders, considering
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Stock： WazhouB Code：200706 No.：2019-03
shareholders benefits and company development factors, the company proposed to based on the total
capital stock of 40,260 shares at the end of 2018, RMB 0.4Yuan will be paid per 10 shares (including tax) ,
totally allocates cash of16,104,000.00Yuan RMB .The independent directors express independent opinion
on this proposal
3.Prposal for change of accounting policy
Vote result: 12 approving vote, 0 rejecting vote and 0 abstaining vote;
4. 2018 annual Financial Final Reports (audited)
Vote result: 12 approving vote, 0 rejecting vote and 0 abstaining vote;
5. Financial budget of 2019
Vote result: 12 approving vote, 0 rejecting vote and 0 abstaining vote;
6.2018 annual report and abstracts
Our company decides by consider that: our company don’t dividend payout, give bonus, and turn
accumulation fund to increase subscribed capital.
Vote result: 12 approving vote, 0 rejecting vote and 0 abstaining vote;
7.The bill on debt restructuring
7.1 The proposal of debt restructuring part of which involved related transactions
Vote result: 6 approving vote, 0 rejecting vote and 0 abstaining vote;
The related directors Meng Wei, Sun Maolin, Zhao Yang,Zhang Xinghai, Chen Jiajun,Sun Najuan have
obviated from the voting while voting for the relative related issues.
The independent directors show independent opinion on this proposal.
7.2 The bill on the provision for impairment of assets
Vote result: 12approving vote, 0 rejecting vote and 0 abstaining vote;
8. The proposal of provisions for asset depreciation.
Vote result: 12 approving vote, 0 rejecting vote and 0 abstaining vote;
The independent directors express independent opinion on this proposal.
9. The self-evaluation report for internal control on company.
Vote result: 12 approving vote, 0 rejecting vote and 0 abstaining vote;
The independent directors express independent opinion on this proposal.
10.Listened to the audit committee work report of 2018 annual accountant firm auditing work;
The meeting Listened to the audit committee work report of 2018 annual accountant firm auditing work;
The details of the proposal will publish at http://www.cninfo.com.cn;
11. The proposal of appointing and employing certified public accountants and the remuneration
The Board of Directors decided to accept the proposal of Auditing Committee that engage shine wing (HK)
CPA Firm as the Internal Control Auditing Firm in 2019, as the Financial Auditing Firm in 2019, with the
Internal Control Auditing of 170 thousand Yuan (accommodation charges, traffic charges and other
advanced charges included),the annual audit fee of the annual financial report is RMB 530,000 yuan/year
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Stock： WazhouB Code：200706 No.：2019-03
(accommodation charges, traffic charges and other advanced charges included).
Vote result: 12 approving vote, 0 rejecting vote and 0 abstaining vote;
The independent directors express independent opinion on this proposal.
12. Listened to work report of the independent directors;
The details of the proposal will publish at http://www.cninfo.com.cn
13. The proposal of daily related transaction of 2018 and the prediction of daily related transaction
of 2019(audited);
Vote result: 6 approving vote, 0 rejecting vote and 0 abstaining vote;
The related directors Meng Wei, Sun Maolin, Zhao Yang,Zhang Xinghai, Chen Jiajun,Sun Najuan have
obviated from the voting while voting for the relative related issues.
The independent director of the company has published "independent director's approval letter" and
"independent director's opinion".
14. The first quarter report of 2019.
Vote result: 12 approving vote, 0 rejecting vote and 0 abstaining vote;
15. The Financial Final Reports of 2019 Q1(unaudited)
Vote result: 12 approving vote, 0 rejecting vote and 0 abstaining vote;
16. The proposal of holding the 2018 annual shareholders’meeting
Vote result: 12 approving vote, 0 rejecting vote and 0 abstaining vote;
The notice of 2018 annual shareholders’meeting will be announced in anther time.
The proposal 1, 2, 4, 5, 6, 8, 11, 13 should be passed by shareholder’s meeting of 2018.
Bill 6, 7, 8, 9, 13 full text of the designated information will publish at http://www.cninfo.com.cn
The pre-confirmation document and independent opinion will publish at http://www.cninfo.com.cn
III.The documents for future reference
1. The announcement of Resolution of the ninth Meeting of 7th Board Session
2. The 2018 annual audited Reports
3.The 2018 annual Financial Final Reports and the first quarter report of 2019 stamped by the company
and signed by the legal representative of the Company,the principal of charging account work and the
principal of account organization.
4. Audit report of the implementing internal control regulation
5. The opinion of independent director.
6. Pre-confirmation made by independent directors.
Board of director of Wafangdian bearing
Company limited
April 29. 2019
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