Stock abbreviation: Wazhou B Stock code: 200706 No.: 2024-12
Wafangdian Bearing Co., LTD. 2023 Annual
General Meeting Resolution Notice
The Company and all directors, supervisors and senior managers guarantee that the information
disclosed is true, accurate and complete without false records, misleading statements or major
omissions.
I.Important tips
1. The notice and announcement of this meeting has been published on Securities Times and
http://www.cninfo.com.cn.on April 30, 2024.
2. There was no increase, change or rejection of motions at this general meeting of shareholders.
3. This general meeting of shareholders does not involve any change to the resolutions passed
by previous general meetings of shareholders.
II. The convening of the conference
1. Time of meeting
(1) On-site meeting time: 14:30 PM, May24, 2024;
(2) Online voting time: May24, 2024. The voting time through the Shenzhen Stock Exchange
trading system is 9:15-9:25, 9:30-11:30, and 13:00-15:00 on May24, 2024. Votes can be cast
through the Shenzhen Stock Exchange Internet Voting system at any time be tween 9:15 am on
May24, 2024 and 15:00 PM on May24, 2024.
2. On-site meeting place: Room 1004 of Wazhou Group
3. Meeting method: on-site ballot and online voting are combined
4. Convenor: Wafangdian Bearing Co., LTD. Board of Directors
5. Meeting moderator: Mr. Liu Jun
6. The meeting is held in accordance with the Company Law, stock Listing Rules and articles of
Association.
III. Attendance of the meeting
1. A total of 6 shareholders and authorized representatives attended the meeting, representing
324,063,580 shares, accounting for 80.49% of the total number of voting shares of the listed
company. Among them, there is 1 shareholder (representative) of domestic shares, representing
244,000,000 shares, accounting for 60.61% of the total number of voting shares of the listed
company; There are 5 foreign shareholders (agents) with voting rights, representing 80,063,580
shares, accounting for 19.89% of the total number of voting shares of the listed company.
(1) There were 2 shareholders and authorized representatives of shareholders present at the
meeting, representing 323,300,000 shares, accounting for 80.30% of the total number of voting
shares of the listed company.
(2) There are 4 shareholders voting through the trading system and Internet voting system of
Shenzhen Stock Exchange, representing 763,580 shares, accounting for 0.19% of the total
number of voting shares of the listed company.
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Stock abbreviation: Wazhou B Stock code: 200706 No.: 2024-12
Overall situation of minority shareholders attending the meeting: 4 minority shareholders voted
on site and online, representing 763,580 shares, accounting for 0.19% of the total number of
voting shares of the listed company.
2. Part of the company's directors, supervisors, senior management and hired lawyers attend this
meeting.
IV. Review and voting of bills
The shareholders' meeting deliberated and passed the following motions by a combination of
on-site secret voting and online voting. The specific voting situation is as follows:
1. Review of the 2023 Annual Board Report
323,353,300 shares agreed (of which 323,300,000 shares agreed by on-site voting and 53,300
shares agreed by online voting), accounting for 99.78% of the total number of shares with valid
voting rights present at this shareholders' meeting; 710,280 shares opposed (including 0 shares
opposed by on-site voting and 710,280 shares opposed by online voting), accounting for 0.22%
of the total number of shares with valid voting rights attending the shareholders' meeting; No
shares are waived.
Among them, 244,000,000 domestic shares were approved, accounting for 100% of the total
number of valid voting shares of domestic shareholders attending the shareholders' meeting;
Oppose 0 shares; No shares are waived. Foreign shares agreed to 79,353,300 shares, accounting
for 99.11% of the total number of valid voting rights of foreign shareholders attending the
general meeting, and opposed 710,280 shares, accounting for 0.89% of the total number of valid
voting rights of foreign shareholders attending the general meeting; No shares are waived.
Minority shareholders (in addition to the company's directors, supervisors, senior management
and other shareholders other than shareholders who hold more than 5% of the company's shares
alone or in total) voting: approve 53,300 shares; 710,280 votes against, 0 abstained.
Voting result: Agreed
2. Review of 2023 Report of the Board of Supervisors
323,353,900 shares agreed (of which 323,300,000 shares agreed by on-site voting and 53,900
shares agreed by online voting), accounting for 99.78% of the total number of shares with valid
voting rights present at this shareholders' meeting; 709,680 shares opposed (including 0 shares
opposed by on-site voting and 709,680 shares opposed by online voting), accounting for 0.22%
of the total number of shares with valid voting rights attending the shareholders' meeting; No
shares are waived.
Among them, 244,000,000 domestic shares were approved, accounting for 100% of the total
number of valid voting shares of domestic shareholders attending the shareholders' meeting;
Oppose 0 shares; No shares are waived. Foreign shares approved 79,353,900 shares, accounting
for 99.11% of the total number of valid voting rights of foreign shareholders attending the
general meeting, and opposed 709,680 shares, accounting for 0.89% of the total number of valid
voting rights of foreign shareholders attending the general meeting; No shares are waived.
Minority shareholders (in addition to the company's directors, supervisors, senior management
and other shareholders other than shareholders who hold more than 5% of the company's shares
alone or in total) voting: approve 53,900 shares; 709,680 votes against, 0 abstained.
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Stock abbreviation: Wazhou B Stock code: 200706 No.: 2024-12
Voting result: Agreed
3. Review of the 2023 Annual Report and Executive Summary
323,353,300 shares agreed (of which 323,300,000 shares agreed by on-site voting and 53,300
shares agreed by online voting), accounting for 99.78% of the total number of shares with valid
voting rights present at this shareholders' meeting; 710,280 shares opposed (including 0 shares
opposed by on-site voting and 710,280 shares opposed by online voting), accounting for 0.22%
of the total number of shares with valid voting rights attending the shareholders' meeting; No
shares are waived.
Among them, 244,000,000 domestic shares were approved, accounting for 100% of the total
number of valid voting shares of domestic shareholders attending the shareholders' meeting;
Oppose 0 shares; No shares are waived. Foreign shares agreed to 79,353,300 shares, accounting
for 99.11% of the total number of valid voting rights of foreign shareholders attending the
general meeting, and opposed 710,280 shares, accounting for 0.89% of the total number of valid
voting rights of foreign shareholders attending the general meeting; No shares are waived.
Minority shareholders (in addition to the company's directors, supervisors, senior management
and other shareholders other than shareholders who hold more than 5% of the company's shares
alone or in total) voting: approve 53,300 shares; 710,280 votes against, 0 abstained.
Voting result: Agreed
4. Review of the Financial And Final Accounts 2023 (audited)
323,353,300 shares agreed (of which 323,300,000 shares agreed by on-site voting and 53,300
shares agreed by online voting), accounting for 99.78% of the total number of shares with valid
voting rights present at this shareholders' meeting; 710,280 shares opposed (including 0 shares
opposed by on-site voting and 710,280 shares opposed by online voting), accounting for 0.22%
of the total number of shares with valid voting rights attending the shareholders' meeting; No
shares are waived.
Among them, 244,000,000 domestic shares were approved, accounting for 100% of the total
number of valid voting shares of domestic shareholders attending the shareholders' meeting;
Oppose 0 shares; No shares are waived. Foreign shares agreed to 79,353,300 shares, accounting
for 99.11% of the total number of valid voting rights of foreign shareholders attending the
general meeting, and opposed 710,280 shares, accounting for 0.89% of the total number of valid
voting rights of foreign shareholders attending the general meeting; No shares are waived.
Minority shareholders (in addition to the company's directors, supervisors, senior management
and other shareholders other than shareholders who hold more than 5% of the company's shares
alone or in total) voting: approve 53,300 shares; 710,280 votes against, 0 abstained.
Voting result: Agreed
5. Review of the 2023 Profit Distribution Plan
323,353,300 shares agreed (of which 323,300,000 shares agreed by on-site voting and 53,300
shares agreed by online voting), accounting for 99.78% of the total number of shares with valid
voting rights present at this shareholders' meeting; 710,280 shares opposed (including 0 shares
opposed by on-site voting and 710,280 shares opposed by online voting), accounting for 0.22%
of the total number of shares with valid voting rights attending the shareholders' meeting; No
shares are waived.
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Stock abbreviation: Wazhou B Stock code: 200706 No.: 2024-12
Among them, 244,000,000 domestic shares were approved, accounting for 100% of the total
number of valid voting shares of domestic shareholders attending the shareholders' meeting;
Oppose 0 shares; No shares are waived. Foreign shares agreed to 79,353,300 shares, accounting
for 99.11% of the total number of valid voting rights of foreign shareholders attending the
general meeting, and opposed 710,280 shares, accounting for 0.89% of the total number of valid
voting rights of foreign shareholders attending the general meeting; No shares are waived.
Minority shareholders (in addition to the company's directors, supervisors, senior management
and other shareholders other than shareholders who hold more than 5% of the company's shares
alone or in total) voting: approve 53,300 shares; 710,280 votes against, 0 abstained.
Voting result: Agreed
6. Deliberating the Motion on the Provision for Credit Impairme nt and Asset Impairment
in 2023
Agreed to 323,300,000 shares (including 323,300,000 shares agreed by on-site voting and 0
shares agreed by online voting), accounting for 99.76% of the total number of shares with valid
voting rights attending the shareholders' meeting; Oppose 763,580 shares (including 0 shares
opposed by on-site voting and 763,580 shares opposed by online voting), accounting for 0.24%
of the total number of shares with valid voting rights attending the shareholders' meeting; No
shares are waived.
Among them, 244,000,000 domestic shares were approved, accounting for 100% of the total
number of valid voting shares of domestic shareholders attending the shareholders' meeting;
Oppose 0 shares; No shares are waived. Foreign shares approved 79,300,000 shares, accounting
for 99.05% of the total number of valid voting rights of foreign shareholders attending the
general meeting, and opposed 763,580 shares, accounting for 0.95% of the total number of valid
voting rights of foreign shareholders attending the general meeting; No shares are waived.
Minority shareholders (in addition to the company's directors, supervisors, senior management
and other shareholders who hold more than 5% of the company's shares alone or in total) voting
conditions: agree to 0 shares; 763,580 votes against, 0 abstained.
Voting result: Agreed
7. Consideration of the Motion on Uncovered Losses Exceeding one third of paid-in
Capital Stock
Agreed to 323,300,000 shares (including 323,300,000 shares agreed by on-site voting and 0
shares agreed by online voting), accounting for 99.76% of the total number of shares with valid
voting rights attending the shareholders' meeting; Oppose 763,580 shares (including 0 shares
opposed by on-site voting and 763,580 shares opposed by online voting), accounting for 0.24%
of the total number of shares with valid voting rights attending the shareholders' meeting; No
shares are waived.
Among them, 244,000,000 domestic shares were approved, accounting for 100% of the total
number of valid voting shares of domestic shareholders attending the shareholders' meeting;
Oppose 0 shares; No shares are waived. Foreign shares approved 79,300,000 shares, accounting
for 99.05% of the total number of valid voting rights of foreign shareholders attending the
general meeting, and opposed 763,580 shares, accounting for 0.95% of the total number of valid
voting rights of foreign shareholders attending the general meeting; No shares are waived.
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Stock abbreviation: Wazhou B Stock code: 200706 No.: 2024-12
Minority shareholders (in addition to the company's directors, supervisors, senior management
and other shareholders who hold more than 5% of the company's shares alone or in total) voting
conditions: agree to 0 shares; 763,580 votes against, 0 abstained.
Voting result: Agreed
8. Deliberating the Motion on the estimated daily related-party transactions for 2024
The 244,000,000 domestic shares held by the largest shareholder of the Company -Wazhou
Group have evaded this motion in accordance with the relevant requirements. The voting results
of the remaining shareholders were:
Agreed to 79,353,300 shares (including 79,300,000 shares agreed by on-site voting and 53,300
shares agreed by online voting), accounting for 99.11% of the total number of shares with valid
voting rights attending the shareholders' meeting; 710,280 shares opposed (including 0 shares
opposed by on-site voting and 710,280 shares opposed by online voting), accounting for 0.89%
of the total number of shares with valid voting rights attending the shareholders' meeting; No
shares are waived.
Minority shareholders (in addition to the company's directors, supervisors, senior management
and other shareholders other than shareholders who hold more than 5% of the company's shares
alone or in total) voting: approve 53,300 shares; 710,280 shares opposed; No shares are waived.
Voting result: Agreed
9. Review of the 2024 Budget
323,353,900 shares agreed (of which 323,300,000 shares agreed by on-site voting and 53,900
shares agreed by online voting), accounting for 99.78% of the total number of shares with valid
voting rights present at this shareholders' meeting; 709,680 shares opposed (including 0 shares
opposed by on-site voting and 709,680 shares opposed by online voting), accounting for 0.22%
of the total number of shares with valid voting rights attending the shareholders' meeting; No
shares are waived.
Among them, 244,000,000 domestic shares were approved, accounting for 100% of the total
number of valid voting shares of domestic shareholders attending the shareholders' meeting;
Oppose 0 shares; No shares are waived. Foreign shares approved 79,353,900 shares, accounting
for 99.11% of the total number of valid voting rights of foreign shareholders attending the
general meeting, and opposed 709,680 shares, accounting for 0.89% of the total number of valid
voting rights of foreign shareholders attending the general meeting; No shares are waived.
Minority shareholders (in addition to the company's directors, supervisors, senior management
and other shareholders other than shareholders who hold more than 5% of the company's shares
alone or in total) voting: approve 53,900 shares; 709,680 votes against, 0 abstained.
Voting result: Agreed
10. Deliberating the Motion on the Renewal of Accounting Firms
323,353,300 shares agreed (of which 323,300,000 shares agreed by on-site voting and 53,300
shares agreed by online voting), accounting for 99.78% of the total number of shares with valid
voting rights present at this shareholders' meeting; 710,280 shares opposed (including 0 shares
opposed by on-site voting and 710,280 shares opposed by online voting), accounting for 0.22%
of the total number of shares with valid voting rights attending the shareholders' meeting; No
shares are waived.
5
Stock abbreviation: Wazhou B Stock code: 200706 No.: 2024-12
Among them, 244,000,000 domestic shares were approved, accounting for 100% of the total
number of valid voting shares of domestic shareholders attending the shareholders' meeting;
Oppose 0 shares; No shares are waived. Foreign shares agreed to 79,353,300 shares, accounting
for 99.11% of the total number of valid voting rights of foreign shareholders attending the
general meeting, and opposed 710,280 shares, accounting for 0.89% of the total number of valid
voting rights of foreign shareholders attending the general meeting; No shares are waived.
Minority shareholders (in addition to the company's directors, supervisors, senior management
and other shareholders other than shareholders who hold more than 5% of the company's shares
alone or in total) voting: approve 53,300 shares; 710,280 votes against, 0 abstained.
Voting result: Agreed
11. Deliberating the Motion on the Election of Independe nt Director Candidates for the
Ninth Board of Directors of the Company
323,353,300 shares agreed (of which 323,300,000 shares agreed by on-site voting and 53,300
shares agreed by online voting), accounting for 99.78% of the total number of shares with valid
voting rights present at this shareholders' meeting; 710,280 shares opposed (including 0 shares
opposed by on-site voting and 710,280 shares opposed by online voting), accounting for 0.22%
of the total number of shares with valid voting rights attending the shareholders' meeting; No
shares are waived.
Among them, 244,000,000 domestic shares were approved, accounting for 100% of the total
number of valid voting shares of domestic shareholders attending the shareholders' meeting;
Oppose 0 shares; No shares are waived. Foreign shares agreed to 79,353,300 shares, accounting
for 99.11% of the total number of valid voting rights of foreign shareholders attending the
general meeting, and opposed 710,280 shares, accounting for 0.89% of the total number of valid
voting rights of foreign shareholders attending the general meeting; No shares are waived.
Minority shareholders (in addition to the company's directors, supervisors, senior management
and other shareholders other than shareholders who hold more than 5% of the company's shares
alone or in total) voting: approve 53,300 shares; 710,280 votes against, 0 abstained.
Voting result: Agreed
V. Legal opinions issued by lawyers
1. Law Firm Name: Liaoning Huaxia Law Firm
2. Lawyer's name: Bao Jingxin, Liu Cuimei
3. Concluding Comme nts: The convening and convening procedures of the general meeting of
shareholders of the Company comply with laws, regulations and the Articles of Association; The
qualifications of the personnel attending the shareholders' meeting are legal and valid; The
voting procedure at the shareholders' meeting is legal and effective; Resolutions adopted by the
shareholders' general meeting are legal and valid.
VI. Documents for reference
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Stock abbreviation: Wazhou B Stock code: 200706 No.: 2024-12
1. Wafangdian Bearing Co., LTD. 2023 annual General Meeting resolution;
2. Liaoning Huaxia Law Firm legal opinion on wafangdian Bearing Co., LTD. 2023 Annual
General Meeting of shareholders
Notice is hereby given.
Wafangdian Bearing Co., LTD
May 24, 2024
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