Wafangdian Bearing Company Limited
Summary of Acquisition Report
Company Name: Wafangdian Bearing Company Limited
Listing Location: Shenzhen Stock Exchange
Abbreviated Name: WaZhou B
Stock Code: 200706.SZ
Name of the Acquiring Company: Dalian State-owned Capital Management And
Operation Co.,Ltd
Location: Guozichuangxin Building, 6A Lianhe Road, Shahekou District, Dalian City Liaoning
Province
Address：Guozichuangxin Building, 6A Lianhe Road, Shahekou District, Dalian City Liaoning
Province
June 2022
Statement of Acquirer
I. The summary report is drafted according to laws, regulations and other regulatory
documents, such as the Company Law of the People's Republic of China, c, the
Administrative Measures on the Acquisition of Listed Companies (hereinafter referred to as
“the Acquisition Measures”) and Content and Format Guidelines of Information Disclosure
for Companies that Have Public Offering of Securities, Document No. 16, About the
Acquisition Report of Listed Companies and etc.
II. According to the Securities Law of the People's Republic of China and the
Administrative Measures for Acquisition of Listed Companies, this report has fully disclosed
the shares in which the Acquirer has interests in Wafangdian Bearing Company Limited.
As of the signing date of this report, except for the shareholding information disclosed in
this report, the Acquirer owns no interest in Wafangdian Bearing Company Limited by any
other means.
III. The Acquirer has obtained necessary authorization and approval for signing this report,
and its performance does not violate or conflict with any clauses in the Acquirer's articles of
association or internal rules.
IV. This transaction was conducted based on the administrative transfer of state-owned
assets without compensation, which is conducted by Dalian State-owned Assets Supervisory
and Administration Commission pursuant to “The Notice concerning Transfer of
State-owned Equity of Dalian Equipment Investment Group Co., Ltd and other 3 Companies
to Dalian state-owned Capital Management And Operation Co., Ltd without Compensation
(NO. Daguozichanquan[2022]74)” .
V. Pursuant to Administrative Measures for Acquisition of Listed Companies, it may be
exempted from issuing an offer.
VI. The acquisition shall be conducted in accordance with the information contained in this
summary of the report. Except for the professional institutions employed by the acquiring
company and its person acting in concert, no other person has been entrusted or authorized
to provide information not contained in this summary or to explain or interpret it.
VII. The acquirer undertakes that there are no false records, misleading statements or major
omissions in the summary of this report, and assumes individual and joint legal responsibility
for its authenticity, accuracy and completeness.
Contents
Section I Definitions ...................................................................................................... 3
Section II Introduction of the Acquirer .................................................................... 4
Section III Decision to Acquire and Purpose of Acquisition ............................. 11
Section IV Acquisition Methods ............................................................................... 12
Section V Exemption from Issuing an Acquisition Offer.................................... 13
Representation of the Acquirer ................................................................................ 14
Section I Definitions
Unless otherwise specified, the following abbreviations shall have the following specific
meanings in this report:
Acquisition Report, this summary Refers to Summary of Acquisition Report of
report Wafangdian Bearing Company Limited
The Acquirer or Municipal Refers to Dalian state-owned Capital
State-owned Assets Operation Management And Operation Co., Ltd
Company
Dalian SASAC Refers to Dalian State-owned Assets Supervisory
and Administration Commission
Listed Company, Wazhou Refers to Wafangdian Bearing Company Limited
This acquisition, this Change of Refers to the administrative transfer of
Equity, This Transfer without state-owned equity in Dalian
Compensation Equipment Investment Group Co.,Ltd
to Dalian state-owned Capital
Management And Operation Co.,Ltd
without compensation , which is
pursuant to “The Notice concerning
Transfer of State-owned Equity of
Dalian Equipment Investment Group
Co.,Ltd and other 3 Companies to
Dalian state-owned Capital
Management And Operation Co.,Ltd
without Compensation (NO.
Daguozichanquan[2022]74)”
Company Law Refers to the Company Law of the People's
Republic of China
Securities Law Refers to the Securities Law of the People's
Republic of China
Measures for Acquisition Refers to Administrative Measures for
Acquisition of Listed Companies
Articles of Association Refers to Articles of Association of Wafangdian
Bearing Company Limited
SEC Refers to China Securities Regulatory
Commission
SSE Refers to Shenzhen Stock Exchange
RMB, RMB0’000, Refers to RMB Yuan, RMB10 thousand Yuan,
RMB100 million Yuan
RMB000’000’000
In the summary of this report, there may be a tail difference between the aggregated
individual data and the relevant aggregated data, which is caused by rounding of the data.
Section II Introduction of the Acquirer
I Basic information of the Acquirer
Company Name: Dalian State-owned Capital Management and Operation Co., Ltd
Registered Address: Guozichuangxin Building, 6A Lianhe Road, Shahekou District, Dalian City
Liaoning Province
Legal representative：Zhang Wei
Registered capital：RMB 500 million
Unified Social Credit Code: 91210200MA7G7LHLXW
Company type: limited liability company (wholly state-owned)
Shareholder: Dalian SASAC 100%
Business scope: general project: state-owned asset operation and management (Except
for the projects that need to be approved according to law, independently
carry out business activities legitimately pursuant to the business license)
Operating period: December 24, 2021 to Long-term
Contact Address: Guozichuangxin Building, 6A Lianhe Road, Shahekou District, Dalian City
Liaoning Province
II Shareholding and Control of Acquirer
As of the date of signing the summary of this Report, Dalian SASAC directly holds 100% of
the equity of the Municipal State-owned Assets Operation Company, and is the controlling
shareholder and actual controller of the Municipal State-owned Assets Operation Company.
The property rights and control relationships are as follows:
Dalian SASAC
100%
Acquirer
III. A Brief Description of the main Business of the Acquirer and the Financial Situation
in the Last Three Years
（I）Main business of the Acquirer
Established on 24 December 2021, the Municipal State-owned Assets Operation Company
is a wholly state-owned company performing the duties of capital contributor of
state-owned capital within the authorization of the State-owned Assets Supervision and
Administration Commission of the People’s Government of Dalian, and a professional
platform for market-oriented operation of state-owned capital, and a capital operation
management platform of municipal state-owned assets of Dalian.
The main objective of the Municipal State-owned Assets Operation Company is to
enhance the operational efficiency of state-owned capital and improve the return on
state-owned capital. Through equity operation, fund investment, nurturing and incubating,
value management and orderly entry and exit, the company has revitalized the stock of
state-owned assets, guided and driven the development of social capital, and achieve a
reasonable flow of state-owned capital and preserve and increase its value. In particular, it
plays the role of "adjusting the structure, promoting the flow, preventing risks and preserving
value-added". As a "strategic planning centre, resource integration centre and assessment
and evaluation centre", the company provides professional support in strategic restructuring,
planning, industrial research, mixed conversions to IPOs, project investment and
performance assessment of municipal state-owned enterprises, and promotes the reform
and development of state-owned enterprises in Dalian.
As of the signing date of this report, the basic information of the core subsidiaries invested
by the Acquirer is as follows:
NO. Company Registered Methods Share Main business
name capital of -holding
(RMB holding ratio
10,000) shares
1 Dalian Zhong 500000 Directly 80% Permitted items: Property
Ke Yinggeshi development and operation (for
Technology projects that shall be approved
and Industry according to laws, operation
Development activities shall be carried out only
Co. Ltd after they are approved by
relevant departments, and the
specific operating projects shall
be subject to the approval
results)
General items: Private equity
fund management, venture
capital fund management
services (Registration with the
China Securities Investment Fund
Association must be completed
before engaging in business
activities), Investing with own
funds, Non-residential real
estate rental, housing rental,
property management,
machinery and equipment rental,
land use rights rental, charge
control equipment rental, office
equipment rental services, car
park services, urban greening
management, campus
management services, land
remediation services, external
contracting, business space
services, venture capital
investment (limited to
investments in unlisted
companies), corporate
management, technology
intermediary services, Internet of
things application services,
technology services, technology
development, technology
consulting, technology
exchange, technology transfer,
technology promotion service,
information consulting services
(excluding licensed information
consulting services), electric
vehicle charging infrastructure
operation, commercial complex
management services, housing
demolition services (except for
projects subject to approval
according to law, business
activities shall be carried out
independently according to laws
and the business license)
2 Dalian 300000 Directly 100% Project investment and
Equipment management; entrusted with the
Investment management of state-owned
Group Co., assets; enterprise management
Ltd services; design, manufacture,
installation, maintenance,
technical advice and technical
services of mining, metallurgical,
construction, lifting and steel
structure equipment; housing
rental; domestic general trade.
(for projects that shall be
approved according to laws,
business activities can only be
carried out after they are
approved by relevant
departments)
3 Dalian 20000 Directly 100% General items: Investing with
Venture own funds, Private equity fund
Capital management, venture capital
Investment fund management services
Co Ltd. (Registration with the China
Securities Investment Fund
Association must be completed
before engaging in business
activities), venture capital
investment (limited to
investments in unlisted
companies) (except for projects
subject to approval according to
law, business activities shall be
carried out independently
according to laws and the
business license)
(II) The Financial Data and Indicators of the Acquirer in the Last Three Years
The financial status of the Municipal State-owned Assets Operation Company is as follows:
Unit: Yuan
item Until 31 May 2022
Total Assets 96,479,418.54
Net Assets 96,463,899.53
Operating income ——
Net profit -3,535,916.47
Debt to Asset ratio 0.016%
Return on Net Assets ——
IV. Punishment, Major Lawsuits or Arbitration of the Acquirer in the Last Five Years
The Acquirer was incorporated on 24 December 2021. As at the date of this summary
report, the Acquirer has not been subject to administrative penalties or criminal penalties in
relation to the securities market, nor is there any material civil litigation or arbitration
involving economic disputes.
1
V. Basic Information of Directors, Supervisors and Senior Management of The Acquirer
As of the date of this summary report, the basic information of the directors, supervisors
and senior management of the Acquirer is as follows.
1
The Acquirer is still in the phase of formation, the positions of directors, supervisors and senior
management are being filled in.
Whether to obtain the right
Permanent
Name Title Nationality of residency in other
Residence
countries or regions
Chairman of the Board &
Zhang Wei company Communist China Dalian, China No
Party Secretary
Wang Jing Vice General Manager China Dalian, China No
Li Yiping Vice General Manager China Dalian, China No
As of the date of this Summary report, the above-mentioned persons have not been
subject to administrative penalties (except for those apparently unrelated to the securities
market), criminal penalties or involved in material civil litigation or arbitration related to
economic disputes within the last five years.
Vi. In Cases Where the Acquirer's Interest in Other Listed Companies Within or
Outside the Country Reaches or Exceeds 5% of the Issued Shares of those Companies.
Stock Holding
No. Listed Company Stock ID
Code Rights Ratio
Dalian Huarui Heavy Industry
1 Group Co., Ltd. DHHI 002204.SZ 62.18%
2 Dalian Thermal Power Co., Ltd. DTPC 600719.SH 32.91%
3 Zhangzidao Group Co., Ltd. DZF 002069.SZ 15.46%
4 Dashang Co., Ltd. DS 600694.SH 8.52%
Bingshan Refrigeration & Heat
5 Bingshan 000530.SZ 20.67%
Transfer Technologies Co., Ltd.
As of the date of this summary report, other than the above-mentioned shareholdings, the
Acquirer does not have any other shareholdings in domestic or overseas listed companies
amounting to 5% or more of the issued shares of such companies.
VII Brief Introduction of Banks, Trust Companies, Securities Companies, Insurance
Companies and other Financial Institutions in which the Acquirer Holds more than 5% of
Equity
As of the date of this summary report, the summarized information of Banks,
Small-amount Loan Companies, Finance Lease Companies, Trust Companies, Securities
Companies, Insurance Companies and other Financial Institutions in which the Acquirer
holds more than 5% of Equity is as follows:
NO. Company Name Registered Shareholder Shareholding
capital (RMB Ratio
10,000)
1 Dalian Hign-tech 20000 Dalian Equipment 70%
Zone Equipment Investment Group Co.,
Technology Ltd
Small-amount Loan
Company
2 Dalian Shahekou 15000 Dalian State-owned 40.33%
Guohui Small-amount Asset Investment
Loan Joint-stock Operation Group Co.,
Co.,Ltd Ltd
Dalian Guolianxin 5%
Investment Co., Ltd
Dalian Rubber & 10%
Plastics Machinery Co.,
Ltd
3 Dalian Ganghang 20000 Dalian Equipment 10%
Small-amount Loan Investment Group Co.,
joint-stock Co., Ltd Ltd
4 Dalian Equipment 100000 Dalian Equipment 46.64%
Finance Lease Co., Ltd Investment Group Co.,
Ltd
5 Guotou Jianheng 100000 Dalian State-owned 40%
Finance Lease Asset Investment
Joint-stock Co.,Ltd Operation Group Co.,
Ltd
6 China Finance Lease 138585 Dalian State-owned 5.05%
Co., Ltd Asset Investment
Operation Group Co.,
Ltd
7 Dalian Jinzhou 11444.65 Dalian State-owned 10%
Lianfeng village and Asset Investment
town Bank Joint-stock Operation Group Co.,
Co., Ltd Ltd
Section III Decision to Acquire and Purpose of
Acquisition
I. Purpose of the Acquisition
This acquisition is to further implement the three-year action of reform of state-owned
enterprises, optimize the layout of state-owned capital, further improve the efficiency and
level of operation and management of state-owned enterprises and promote the
sustainable and healthy development of state-owned enterprises in Dalian, based on the
"Overall Implementation Plan on Promoting the Optimization of the Strategic Layout of
Municipal State-owned Enterprises" and the “The Notice concerning Transfer of
State-owned Equity of Dalian Equipment Investment Group Co., Ltd and other 3 Companies
to Dalian state-owned Capital Management And Operation Co., Ltd without
Compensation” , the Dalian Municipal People's Government decided to transfer 100% of the
equity of Dalian Equipment Investment Group Co., Ltd. to Dalian State-owned Capital
Management and Operation Co., LTD without compensation, in order to further integrate
Dalian's state-owned assets, enhance endogenous development momentum, and promote
the preservation and appreciation of state-owned assets.
II. Relevant procedures Performed and still to be Performed in relation to the
Acquisition
(I) Decision-making Procedures and Approvals Performed for the Acquisition
Dalian SASAC has issued to Dalian State-owned Capital Management and Operation Co.,
Ltd a “The Notice concerning Transfer of State-owned Equity of Dalian Equipment
Investment Group Co., Ltd and other 3 Companies to Dalian state-owned Capital
Management And Operation Co., Ltd without Compensation (NO. Daguozichanquan
[2022]74)”.
(II) Procedures to be performed for this acquisition
In addition to the relevant legal procedures already performed above, this free transfer
does not involve any remaining authorization and approval procedures to be performed.
The parties involved in this acquisition are required to fulfill the corresponding information
disclosure obligations in accordance with the provisions of the Securities Law of the
People’s Republic of China, Administrative Measures on Acquisition of Listed Companies
and other relevant laws, regulations and regulatory documents.
III. Plans of the Acquirer to Continue to Increase or Dispose of the shares in the Listed
Company in the Next 12 months
The Acquirer is aware of the content of “The Notice concerning Transfer of State-owned
Equity of Dalian Equipment Investment Group Co., Ltd and other 3 Companies to Dalian
state-owned Capital Management And Operation Co., Ltd without Compensation (NO.
Daguozichanquan[2022]74)”and agrees to continue to implement said Notice upon
completion of the free transfer. Within the next 12 months, the Acquirer may transfer all or
part of its equity interest of Wafangdian Bearing Group Co., Ltd to Dalian SASAC without
compensation.
Section IV Acquisition Methods
I. The Situation of this Acquisition
(I) Acquisition Methods
This Acquisition is an indirect acquisition Resulted from the free transfer of state-owned
equity.
(II) Changes in Shareholding Structure of the Acquirer
Before the free transfer of equity, the Acquirer did not hold shares of the Listed Company,
and the equity control relationship of the Listed Company is as follows:
After the free transfer of equity, the share-holding relationship of the Listed Company is
as follows:
Before this free transfer, the controlling shareholder of the Listed Company was
Wafangdian Bearing Group Co., Ltd, the indirect controlling shareholder is Dalian Equipment
Investment Group Co., Ltd and the actual controller was Dalian SASAC. After this free transfer,
Dalian State-owned Capital Management and Operation Co., Ltd will be added as the
indirect controlling shareholder of WazhouB, and the direct controlling shareholder and
actual controller of WazhouB remained unchanged.
II. Main Content of this Acquisition
According to “The Notice concerning Transfer of State-owned Equity of Dalian
Equipment Investment Group Co., Ltd and other 3 Companies to Dalian state-owned Capital
Management And Operation Co., Ltd without Compensation (NO. Daguozichanquan
[2022]74)”, Dalian SASAC transferred its 100% equity of Dalian Equipment Investment
Group Co., Ltd. to Dalian State-owned Capital Management and Operation Co., LTD free of
charge, constituting an indirect acquisition by a listed company under the same controller.
III. Encumbrances on the Equity of the Acquired Listed Company
As of the date of this summary report, the equity shares involved in this acquisition are
state-owned shares for institutions, there are no encumbrances of any kind, including
without limitation, pledge, seizure, and the like.
Section V Exemption from Issuing an Acquisition Offer
I. Matters and Reasons for Exemption
Dalian SASAC has issued “The Notice concerning Transfer of State-owned Equity of
Dalian Equipment Investment Group Co., Ltd and other 3 Companies to Dalian state-owned
Capital Management And Operation Co., Ltd without Compensation (NO. Daguozichanquan
[2022]74)”to Dalian State-owned Capital Management and Operation Co., Ltd and Dalian
Equipment Investment Group Co., Ltd, and transferred its 100% equity in Dalian Equipment
Investment Group Co., Ltd. to Dalian State-owned Capital Management and Operation Co.,
LTD free of charge.
After this free transfer, Dalian State-owned Capital Management and Operation Co., Ltd
indirectly holds 244 million shares of WazhouB through Dalian Equipment Investment Group
Co., Ltd., accounting for 60.61% of the total share capital of the Listed Company. Therefore,
this free transfer constitutes an indirect acquisition of a listed company under the same
control.
According to item (1) of the first paragraph of Article 63 of the Administrative Measures
for Acquisition of Listed Companies "an investor may be exempted from issuing an
acquisition offer under any of the following circumstances: the free transfer, change or
merger of state-owned assets with the approval of the government or the state-owned
assets management department, resulting in the shares in which the investor has an interest
in a listed company accounting for more than 30% of the issued shares of the company;"
This Acquisition complies with the relevant provisions of item (1) of paragraph 1, Article 63
of Administrative Measures for Acquisition of Listed Companies, and the Acquirer may be
exempted from issuing an acquisition offer.
II. Share-holding Structure of Listed Company before and after the Acquisition
For the equity structure of the Listed Company before and after this acquisition, see "(II)
Changes in share-holding structure of the Acquirer " in" I. The Situation of this Acquisition "
of "Section IV Acquisition Methods" of this summary report.
Representation of the Acquirer
The acquirer undertakes that there are no false records, misleading statements or major
omissions in the summary of this report, and assumes individual and joint legal responsibility
for its authenticity, accuracy and completeness.
Legal Representative:
Zhang Wei
Dalian state-owned Capital Management and Operation Co., Ltd
June 29,2022
(Left blank for the Stamping of this summary report)
Legal Representative:
Zhang Wei
Dalian state-owned Capital Management and Operation Co., Ltd
June 29,2022
