Stock abbreviation: Wazhou B Stock code: 200706 No.: 2022-09
Wafangdian Bearing Company Limited
Resolution of the 13th Session of 8th BOD
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. Convening of the Board Meeting
1. Time and manner of the notification
The notice on convening the 13th session of 8th BOD under the name of Wafangdian Bearing Company Limited
was sent by written fax on 12 April 2022.
2. Time, place and manner of the Board Meeting
The 13th session of 8th BOD to be held on 22 April 2022 at 9:30 a.m. in the conference room 1004 of the office
building of Wafangdian Group by means of on-site combined communication(video conferencing).
3. Number of directors who should have attended the Meeting and actual number of directors who attended
12 directors should attend, 12 actually attended
4. Moderator of the Meeting and participants of the Meeting
The Meeting was chaired by President Mr. Liu Jun, and five supervisors and one senior executive are attended
the Meeting.
5. The Meeting of the BOD was held in accordance with the relevant provisions of Company laws and Article
of Association.
II. Meeting consideration
1. Report of BOD of 2021;
Voting result: 12 valid votes, 12 in favor, 0 against, 0 abstentions
2. Profit Distribution Plan of 2021;
Voting result: 12 valid votes, 12 in favor, 0 against, 0 abstentions
According to the audit of ShineWing Certified Public Accountants, the net profit attributable to shareholders of
parent company for year of 2021 was -205,737,685.42 yuan, plus the retained profit at the beginning of the
year -211,056,473.59 yuan, the profit available for distribution was -416,794,159.01 yuan, the total profit
available for distribution to shareholders was 0 yuan, and the retained profit at the end of the period was
-416,794,159.01 yuan.
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Stock abbreviation: Wazhou B Stock code: 200706 No.: 2022-09
Considering the actual situation of the company and its business needs, the company studied and decided that
the company would not distribute dividends, distribute bonus shares, or convert public reserves into share
capital in 2021.
3. Financial Report for year of 2021 (Audited);
Voting result: 12 valid votes, 12 in favor, 0 against, 0 abstentions
4.Financial Budget for year of 2022;
Voting result: valid 12 votes, 10 in favor, 2 against, 0 abstention.
Tang Yurong and Fang Bo, two directors, voted against, believing that: Based on the current financial situation
of the company, the priority of working should be on the improvement of operation performance to meet the
demand for funds, so as to reduce the liquidity pressure, and should avoid borrowing new debt to make up for
the poor operation quality and resulting financial and operational risks. Especially, the weak operation and
financial performance from Q1 shows that there are still quite some uncertainties of the conditions of realizing
this ambitious growth of the budget in the following 8 months.
5.Annual Report of 2021 and Summary;
Voting result: 12 valid votes, 12 in favor, 0 against, 0 abstentions
6.Self-assessment Report of Internal Control;
Voting result: 12 valid votes, 12 in favor, 0 against, 0 abstentions
7.Proposal of Daily Related Transactions Forecast for year of 2022;
Voting result: 8 valid votes, 8 in favor, 0 against, 0 abstentions
Associated director Liu Jun, Zhang Xinghai, Chen Jiajun and Sun Najuan recuse themselves from voting.
8.Proposal to Engaged Accounting Firms for the Year of 2022 and Audit Fees Payment;
Voting result: 12 valid votes, 12 in favor, 0 against, 0 abstentions
The BOD decided to accept the proposal of the audit committee and plan to engage BOD China Shu Lun Pan
Certified Public Accountants (LLP) as the internal control audit agency and audit institution for year of 2022
of the Company. Auditing fee of the financial report and internal controls for year of 2022 was 0.7 million
yuan in total (tax inclusive, including travel and correspondence costs, etc.), of which the financial report’s
audit fee is 550,000 yuan and 150,000 yuan for the audit of internal control.
9.The plan of production and operation in 2022
Voting result: valid 12 votes, 10 in favor, 2 against, 0 abstention.
Tang Yurong and Fang Bo, two directors, voted against, believing that: Based on the current financial situation
of the company, the priority of working should be on the improvement of operation performance to meet the
demand for funds, so as to reduce the liquidity pressure, and should avoid borrowing new debt to make up for
the poor operation quality and resulting financial and operational risks. Especially, the weak operation and
financial performance from Q1 shows that there are still quite some uncertainties of the conditions of realizing
this ambitious growth of the budget in the following 8 months.
10.The First Quarterly Report of 2022;
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Stock abbreviation: Wazhou B Stock code: 200706 No.: 2022-09
Voting result: 12 valid votes, 12 in favor, 0 against, 0 abstentions
11.Financial Report for Q1 of 2022 (unaudited);
Voting result: 12 valid votes, 12 in favor, 0 against, 0 abstentions
12. Proposal for Provision of Assets Impairment;
Voting result: 12 valid votes, 12 in favor, 0 against, 0 abstentions
13.proposal to nominate the candidates for non-independent directors of 9th BOD;
Voting result: deliberated and approved the proposal to nominate the candidates for non-independent directors
of 9th BOD unanimously
Number of votes
Director candidates Number of votes in favour Number of votes against
abstentions
Liu Jun 12 0 0
Zhang Xinghai 12 0 0
Chen Jiajun 12 0 0
Wang Jiyuan 12 0 0
Sun Najuan 12 0 0
Tan Jianguang 12 0 0
Zhaoqingtao 12 0 0
Fang Bo 12 0 0
See attach resume of the above mentioned non-independent directors.
14.proposal to nominate the candidates for independent directors of 9th BOD;
Voting result: deliberated and approved the proposal to nominate the candidates for independent directors of 9th
BOD unanimously
Independent director Number of votes in favour Number of votes against Number of votes
candidates abstentions
Liang Shuang 12 0 0
Sun Kun 12 0 0
Wang Yan 12 0 0
Wen Bo 12 0 0
After deliberated by the BOD, it is considered that Ms. Liang Shuang, Ms. Sun Kun, Ms. Wang Yan and Mr.
Wen Bo have obtained the qualification certificate of independent director recognized by SSE and meets the
qualification of independent director and have independence.
Among the candidates for the Ninth Board of Directors of the company, the total number of directors who
concurrently serve as senior management personnel of the company and the number of directors served by
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Stock abbreviation: Wazhou B Stock code: 200706 No.: 2022-09
staff representatives does not exceed one-half of the total number of directors of the company, which meets the
requirements of relevant laws and regulations. All independent director candidates have obtained the
independent director qualification certificate. The qualifications and independence of the independent director
candidates shall not be submitted to the company’ shareholders’meeting for consideration until the Shenzhen
Stock Exchange has filed and examined and no objection has been raised.
In order to ensure the normal work of the board of directors, before the election of the board of directors for a
new term is completed, the Directors of the Fifth Board of Directors of the company shall, in accordance with
the provisions of the laws, administrative regulations and the articles of association, continue to perform the
duties and responsibilities of diligent directors.
Full text of independent director nominee statements and candidate statements found in the announcement on
appointed information website-Juchao Website (http://www.cninfo.com.cn).
15. The proposal of Wafangdian Bearing Co., Ltd. on the loss not covered exceeding one third of the
total paid-up capital stock;
Voting result: 12 valid votes, 12 in favor, 0 against, 0 abstentions
16.Proposal on Convening the AGM of 2021;
Voting result: 12 valid votes, 12 in favor, 0 against, 0 abstentions
The company decide to hold the 2021 annual shareholders’meeting on 19 May 2022.
The Meeting heard the following matters:
1. Performance Report of 2021 from the Auditing Committee
2. Summary Report on the Annual Auditing of 2021 by Accounting Firms from the Auditing Committee
3. Report on Work of Independent Directors
Independent directors of the Company expressed their prior approval of the proposals in item 7 and 8, and
issued independent opinions on item 2, 6, 7, 8, 11, 12 and 13. The prior approvals and independent directors’
opinions found more in the Notice released on appointed website (Juchao website http://www.cninfo.com.cn)
for information disclosure.
Proposal 1, 2, 3, 4, 5, 7, 8, 12, 13,14 and 15 are to be submitted for consideration and approval at the AGM of
2021.
For the full text of motions 1, 5, 6, 7, 8, 12, 15, 16 and the hearing items of the three meetings, please refer to
the announcement on http://www.cninfo.com.cn, the designated information disclosure website.
III. Documents Available for Reference
1.Resolution of 13th Session of 8th BOD of Wafangdian Bearing Company Limited;
2. Auditing Report of 2021;
3.The Annual Report 2021 and First Quarterly Report of 2022 with the signature of company’s legal person,
person in charge of the accounting works and person in charge of the accounting organ as well as the company
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Stock abbreviation: Wazhou B Stock code: 200706 No.: 2022-09
seals;
4. Auditing Report of Internal Control;
5. Independent Director’s Opinion;
6. Prior Approval Letter from Independent Directors
Hereby notify
Board of director of
Wafangdian bearing Company limited
25 April 2022
Annex:
1. Resumes of Non- independent directors
Mr. Liu Jun, born in January 1970, university degree and owns a master’s degree, he jointed the workforce in
August 1992 and join the CPC in December 2000. Mr. Liu worked as the deputy GM of DHIDCW Group Co.,
Ltd. , the deputy president of Dalian Huarui Heavy Industry Group Co., Ltd, the president and Party Secretary
of Dalian Rubber & Plastics Machinery Co., Ltd. Currently he is the Party Secretary and President of
Wafangdian Bearing Group Corp., Ltd.
Mr. Zhang Xinghai, born in October 1968, university degree and a senior accountant at researcher level, he
jointed the workforce in July 1991. Mr. Zhang worked as the deputy chief accountant and secretary of the
Board of Wafangdian Bearing Company Limited, the director, chief accountant and secretary of the Board of
Wafangdian Bearing Company Limited. Now he is the deputy secretary of the Party Committee and GM of
Wafangdian Bearing Group Corp., Ltd.
Mr. Chen Jiajun, born in December 1967, university degree and an economist and statistician, he jointed the
workforce in August 1990. Mr. Chen worked as the section chief, assistant director, deputy director, director of
economic operation department of Wafangdian Bearing Group Corp., Ltd., the assistant GM and head of
economic operation department of Wafangdian Bearing Group Corp., Ltd.; now he is the deputy GM of
Wafangdian Bearing Group Corp., Ltd.
Mr. Wang Jiyuan, born in December 1966. he graduated from Liaoning University with a university degree
major in industrial economics. Mr. Wang worked as the vice president of management department, director of
planning & finance department and vice GM of the Company, the assistant GM of ZWZ Corporation. Now he
is the Director and GM of the Company.
Ms. Sun Najuan, born in October 1968, University degree, Master degree, senior accountant at research
level,she joined the workforce in August 1990. she worked as the account of finance department and head of
inspection section of Wafangdian Bearing Group Corp., Ltd., assistant GM of material supply company under
the Wafangdian Bearing Company Limited, the assistant GM of sales head office of Wafangdian Bearing
Company Limited and the deputy chief accountant of Wafangdian Bearing Group Corp., Ltd.; now she is the
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Stock abbreviation: Wazhou B Stock code: 200706 No.: 2022-09
chief accountant, director and secretary of the Board of Wafangdian Bearing Company Limited.
Mr. Tan Jianguang, born in December 1964, an assistant engineer, he jointed the workforce in August 1986.
he worked as the workshop director in cage branch factory, the sales man, director, vice president, vice GM
and GM of the marketing department of Wafangdian Bearing Company Limited.; the assistant GM and GM of
the railway division and railway bearing sales company under the Wafangdian Bearing Company Limited.;
now he is the Director and Deputy GM of Wafangdian Bearing Company Limited.
Mr. Zhao Qingtao, born in July 1977, master degree. In 1999, he joined Shanghai Hongzheng Law Firm as a
lawyer; in 2005, he joined Shanghai Xieli Management Consulting Co. , Ltd. as a legal consultant; in 2006, he
joined eastby Industrial Minerals Co. , Ltd. as a legal officer in China since 2008; In 2010 joined Bekaert
Business Management (Shanghai) Co. , Ltd. , 2013 as North Asia legal director; 2015 joined Valeo Business
Management (Shanghai) Co. , Ltd. as deputy director of Legal Affairs in China; Joined skf (China) Ltd. as
director of legal affairs and compliance in 2019 and has been director of legal, compliance, environment,
health and safety for Skf China and northeast subregion since March 2022.
Ms. Fang Bo, born June 1972, undergraduate. Joined pricewaterhousecoopers as an auditor in 1994. He joined
skf (China) Co. , Ltd. in 1997. He was the finance manager of the subsidiary company of the Investment
Company. He is the finance manager of skf (China) Co. , Ltd. . Since January 2020, he has been in charge of
skf’s Northeast Asia Financial Operation Center.
2.Resumes of independent directors
Ms. Liang Shuang, born in 1965, Chinese nationality, Ph.D. in Accounting and a professor. She is working in
the Northeast University of Fiance and Economics from 1990 to present, and previously served as the assistant
professor of material & economic management department in Northeast University of Fiance and Economics,
the lecturer, associated professor, professor of School of Accounting in Northeast University of Fiance and
Economics and part-time head of finance department, training center of accounting college of the Northeast
University of Fiance and Economics. She was the member of 10th CPPCC of Dalian from 2003 to 2007,
member of the 11th CPPCC of Dalian from 2008 to 2012, and member of the 12th CPPC/proposal committee of
Dalian from 2013 to 2017. independent director of 6th BOD of Dalian Sun Asia (Retired).
Ms. Sun Kun, born in 1958, Chinese nationality, doctoral degree and professor of accounting. Since 1982, she
worked in the Northeast University of Finance and Economics, she previously worked as the assistant
professor, lecturer, associate professor, professor of the School of Accounting in Northeast University of
Finance and Economics; she served as a member of the 9th People’s Congress of Liaoning Province, the deputy
secretary general of Liaoning Internal Audit Association, Director of Liaoning Provincial Audit Society, the
Liaoning Department of Finance CPA profession administrative penalty hearing committee moderator and
Director and Academic Committee Member of China Internal Audit Association. From May 2002 to March
2008, she served as an independent director of Dalian Dayang Trands Company.
Ms. Wang Yan, born in 1963, currently she is the professor at Northeast University of Fiance and Economics,
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Stock abbreviation: Wazhou B Stock code: 200706 No.: 2022-09
laws school and a master’s degree advisor. In 1981, she graduated from China University of Political Science
& Law with a bachelor’s degree in law; in 1988, Ms. Wang graduated from China University of Political
Science & Law with an LLM degree in economic law; and teaching at the law school of Northeast University
of Fiance and Economics since 1988. Ms. Wang Yan served as the independent director (retirement) of China
Dalian International Cooperation (Group) Holdings Ltd., independent director (retirement) of CGN Nuclear
Technology Development Co., Ltd., independent director (in office) of LINTON Technologies Group and
independent director (in office) of Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd. Part-time
job: Director of China Economic Law Research Association, President of the Economic Law Research Society
of Liaoning Law Society and academic member of Liaoning Law Society; the executive director of the First
Council of Dalian People’s Mediation Association, member of the Expert Advisory Committee of Dalian
Intermediate People’s Court, the legal counsel of Dalian Consumers Association, Pulandian Municipal
Government and Dalian Municipal Government Office of Legal Governance; the arbitrator, part-time lawyer
of Dalian, Anshan, Benxi Arbitration Commission; She was the Director of Economic Law Teaching
Department of Northeast University of Fiance and Economics law school and vice dean of the Law School.
Mr. Wen Bo, born in 1963, he graduated from China University of Political Science and Law, majoring in law.
He worked at the Dalian Municipal Bureau of Justice and now he is the founding partner of Liaoning
Huicheng Laws Firm and the expert advisor on local legislation to the Standing Committee of Dalian People’s
Congress.
The above candidates are not the defaulted executors.
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