Stock Name: Wazhou B Stock Code: 200706 No.: 2015-23 Wafangdian Bearing Co., Ltd.
Announcement of holding 2014 AnnualShareholders’ Meeting
The Company and whole members of the Board hereby ensure that the Notice is factual, accurate and complete without any false record, misleading statements or important omissions.
The 6th Meeting of 6th Board Session resolved to hold the 2014 annualShareholders’ Meeting on June 18, 2015. Details are as follows:
I. Basic information of holding the meeting:
1. The period of board session: The 2014 AnnualShareholders’ Meeting
2. Convener: Board of the Director of the Company
3. The meeting is in line with the relevant laws and administrative regulations, departmental rules and regulations, regulatory documents and relevant provisions of "Articles of Association".
4. Date of meeting:
(1) On-site meeting: 14:30, 18th June, 2015.
(2) Internet polling: the poll through network via trading system of Shenzhen Stock Exchange will be at9:30—11:30 a.m. and 1:00-3:00 p.m. in 18th June, 2015; any time from 3:00 p.m. 17th June, 2015 to 3:00 p.m. 18th June, 2015 will available for polling through internet poll system of Shenzhen Stock Exchange. 5. Way of meeting: on-site votes plus network polling
(1) On-site vote: shareholders attend the Meeting in person or authorized other person to present through power of attorney.
(2) Network polling: the Company will provide a voting as an internet form to whole shareholders through the trading system and internet poll system (http://wltp.cninfo.com.cn) of Shenzhen Stock Exchange. Shareholders should participate in voting any time in the network polling.
According to Article of Association, whole shareholders registered on record date ofshareholders’ general meeting are entitled to participate in voting via relevant voting system. However, one of the polling ways between on-site voting and internet polling is available for the same share only. If repeat votes occurred in the same voting, the first voting result shall prevail.
6. Attendance
(1) All shareholders of the Company whose names appear on the register of the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited while the close of trading at noon on 9th June, 2015. The above mentioned shareholders of the Company have the right to attend the Meeting, they can attend the Meeting through proxy by trust deed and shareholder of the Companywouldn’t be necessary as the proxy.
(2) Directors, supervisors and senior executives of the Company
(3) Attorney engaged by the Company
7. Venue
Conference room 309 of Wazhou Group, No.1, One section Bei Gong Ji Street, Wafangdian, Liaoning Province
8. Date of record: 12th June, 2015
II. Items consider and approve in the Meeting
I）The bills in 2014 annual shareholder meeting include the bills reviewed in the extraordinary temporary board session of 2015 and the 6th meeting of 6th board session, and need be submitted to the 2014 annual shareholder meeting, it is as follow:
1、The proposal of modifying<articles ofassociation>
2、The production management planning of 2015 (including financial budget plans of 2015)
Stock Name: Wazhou B Stock Code: 200706 No.: 2015-233、2014 annual report of board of directors
4、2014 annual report of board of supervisors
5、The final account report of 2014(audited)
6、The reports and abstracts of 2014
7、2014 annual profit distribution plan
8、The proposal of certified public accountants employment
9、The proposal of ratifying the related transaction of 2014 above the quota and the daily related transaction of 2015
10、The proposal of electing independent directors. The bill shall adopt the cumulative voting system. The qualification and independence of the independent director candidates shall be reported to Shen Zhen Stock Exchange to record, the proposal can be reviewed if the verification is without objection.
The independent director of the 6th board of directors will made work report inshareholder’s meetingII）Please found more details of the proposal 1 and proposal 2 in the Resolution Announcement of the 6th Meeting of 6th board of directors of Wafangdian Bearing Company Limited published on Securities Times, Hong Kong Commercial Daily and http//www.cninfo.com.cn in 8th January2015；
Please found more details of proposal 3 to proposal 10 in<the Resolution Announcement of he 6th Meeting of 6th directors of Wafangdian Bearing CompanyLimited>,<the Resolution Announcement of 2015 1st board of directors of Wafangdian Bearing CompanyLimited> published on Securities Times, Hong Kong Commercial Daily and http//www.cninfo.com.cn in 25 April2015；
III. Register method for on-site meeting:
1. Registration: 9:30-11:30 am, 13:00-16:30 pm 17 June 2015
2. Place: Conference room 309 of Office building of Wazhou Group
3. Register way:
(1) personal ID card accompanied by the shareholding certificates must be taken for individual shareholders; if attends the Meeting by proxy, the attendant must hold the ID copy of the client, power of attorney, shareholding certificates along withagent’s ID card for registration;
(2) if the legal representative attend the Meeting as corporate shares, copy of the business license, certificate of identity of the legal representative along with the shareholding certificates must be necessary; if attend the Meeting by proxy from legal representative, copy of the business license, certificate of identity of the legal representative, power of attorney, shareholding certificates along with ID of proxy must be necessary.
(3) Shareholders from different locations can register via fax, registration at 9:30-11:30 am, 13:00-16:30 pm 17 June 2015.
IV. Operational process of network polling
In theshareholders’ general meeting, shareholders can participate in voting through the trading system and internet polling system (http://wltp.cninfo.com.cn) of Shenzhen Stock Exchange. Relevant explanations are as follow:
(I) Vote via trading system of SZSE
1.Voting code: 360706
2. Voting abbreviation: “Wazhou voting”
3. Voting period: The trading system of SZSE at 9:30-11:30 am, 1:00-3:00 pm 18 June 2015;
4. On the voting date, the number showed on the “yesterday closing price of WBC voting “is the total number of the proposals.
5. Voting process:
Stock Name: Wazhou B Stock Code: 200706 No.: 2015-23 (1) To input “Buy” instruction to begin voting
(2) To input the proposal serials under the item of “Entrustment price”. RMB 100 represents the total proposal, RMB 1.00 represent proposal 1, RMB 2.00 represent proposal 2, and by this analogy, every bill should be taken declaration by corresponding entrusted price respectively. We regard Shareholders voting for the "total bill" as the expression of the same opinion for the total bill except bill of cumulative voting bill. RMB9.01 represent the first candidate, RMB 9.02 represent the second candidate. Details are as:
||||||
|-|-|-|-|-|
|Serial||Proposals||Entrustment price|
|1|The proposal of modifying <articles of association>||1.00||
|2|The production management planning of 2015 (includingfinancial budget plans of 2015)||2.00||
|3|2014 annual board of director of||3.00||
|4|2014 annual report of board of supervisors||4.00||
|5|The final account report of 2014(audited)||5.00||
|6|The reports and abstracts of 2014||6.00||
|7|2014 annual profit distribution plan||7.00||
|8|The proposal of certified public accountants employment||8.00||
|9|The proposal of the daily related transaction of 2015||9.00||
|10|The proposal of electing independent directors||Cumulative Voting system||
||Electing Mr. Wen Bo as the independent director||10.01||
||Electing Mr. Wan Shouyi as the independent director||10.02||

(3) To input voting result or volume under the item of “entrust volume”. For the bill of not adopting the cumulative voting system , “1 share” for voting for, “2 share” for voting against and “3 share” for abstention For the bill of not adopting the cumulative voting system, form the poll for candidate in the Table-look-up Table-look-up for the bill of not adopting the cumulative voting system
|||||
|-|-|-|-|
||Type of results||Entrust volume|
|For||1share||
|Against||2 share||
|Abstention||3 share||

Table-look-up for the bill of not adopting the cumulative voting system
|||||
|-|-|-|-|
||Electoral votes of voting for candidates||Entrust volume|
|Voting X1 for candidate A||X1 share||
|Voting X2 for candidate B||X2 share||

(4) In the case of reviewing multiple proposal in shareholders' general meeting, such as shareholders have the same opinions to all bill (not including the bill of cumulative voting), he can only vote for the "total bill", cumulative voting bill also need be voted separately.
If the shareholder vote for “general proposal” and for individual proposal at the same time via on-line
polling system, the first effective voting shall prevail, namely, if the shareholder vote for general proposal
after relevant proposal voting, the voting result for relevant proposal shall prevail, and other un-voted
proposals will base on the result voting for general proposal; if vote for relevant proposal after voting for
Stock Name: Wazhou B Stock Code: 200706 No.: 2015-23 general proposal, the result voting for general proposal shall prevail.
(5) One declaration for one proposal only and can not be cancelled;
(II) Voting via internet poll system
1. The voting via internet poll system will start at 3:00 pm 17th June, 2015, and close at 3:00 pm 18th June, 2015
2. Process of identity verification obtained
According to the regulation of Business Implementation of Network Service Identity Verification for Investors of SZSE, shareholders may choose the digital certificate or service password for identity verification.
A) Application process of service password
Log in the “password service” on http://wltp.cninfo.com.cn; input information of “Name”, “Stock Account No.”, “ID No.”, ect, set up a 6-8 digit service password; the system will return a 4-digit active check code if apply successfully.
B) Activated the service password
Shareholders refer to the way of shares buying via internet system, and activate service password by “active check code”
||||
|-|-|-|
|Buying stock|Buying price|Buying volumes|
|369999|RMB 1.00|4-digit “active check code”|

The service password can be use after activated via the trading system. If the activation order delivers before 11:30 am, the code will be used at13:00 of the same day; and if the activation order delivers after 11:30 am, than the code will be used on next day. The service password is long-term effectiveness after activation and no need to activate again while participate in other on-line voting. Shareholders can report the loss of password while lost after activated, and re-apply after report the loss, the report lost way is similar as the activation method. Digital certificate should apply to Shenzhen Stock Information Company or agent certification organ entrust by Shenzhen Stock Information Company. Enquiry telephone: 0755-83239016
3. The shareholders can vote on-line via logging http://wltp.cninfo.com.cn with service password or digital certificate.
(1) Log in http://wltp.cninfo.com.cn, choose“Shareholders’ Meeting of 2014 Annual of Wafangdian Bearing Co., Ltd. voting” under the “list of general meeting for listed companies”;
(2) Click “Logging” after entering, choose “Login with password”, input “stock account” and “service password”; investors with digital certificate obtained can choose CA certificate for logging;
(3) Click “Voting” after entering, and practice according to the instruction from the net;
(4) Confirm and sent the voting result
(5) No voting results can be changed via internet polling system after vote by shareholders
4. The internet polling via on-line voting system is available any time from 3:00 pm 17th June, 2015 to 3:00 pm 18th June, 2015.
(III) Other attentions
1. The internet polling system will calculate the results according to theshareholders’ account, if there are repeat votes via trading system of SZSE and on-line voting system from the same account, the result of first effective vote shall prevail.
2. In the case of reviewing multiple proposal in shareholders' general meeting, a shareholder only vote to one or a few bill, the shareholder were regard as attending the shareholders' general meeting, and included in the calculation of the total number of shareholders to attend the shareholders meeting to attend; Regard the other bills not giving any opinions as abstained.
3. One declaration for one proposal, the first declaration shall prevail if declare for more than once;
4. The bill adopting the cumulative voting system, the shareholders shall use its own electoral votes (the
number of shares multiply by the number of candidate) to vote, if the vote more than his own electoral votes,
the vote to the bill is regarded as invalid.
Stock Name: Wazhou B Stock Code: 200706 No.: 2015-23 5. If in need of query the voting results, click “Voting query” after logging the internet polling system (http://wltp.cninfo.com.cn) of SZSE after 6:00 pm at the voting day; or query in the business office of security company that entrusted by voting.
V. Others
(1) Contact way:
Address: Investment security department, No.1, One section Bei Gong Ji Street, Wafangdian, Liaoning Province
Person to contact: Ke Xin
Telephone: 0411-39116731, 39116732
Fax: 0411-39116738
Post code: 163000
(2) Conference expenses: transportation and boarding expenses for attendance shall be paid by the
participants themselves
VI. Documents available for reference
1. Resolution of the 6th Meeting of 6th Board Session of Wafangdian Bearing Company Limited;
2. Other documents required by SZSE
VII. Power of attorney
The company (I) hereby authorized Mr./Ms. to attended theshareholders’ general meeting of 2014 of Wafangdian Bearing Company Limited with voting rights participated. The Attorney should fill by“√”, the form will be considered as abstained while blank or extra form-filling.
||||||
|-|-|-|-|-|
|Serial|Agenda|For|Against|abstention|
|1|The proposal of modifying <articles of association>||||
|2|The production management planning of 2015 (includingfinancial budget plans of 2015)||||
|3|2014 annual board of director||||
|4|2014 annual board of supervisors||||
|5|The final account report of 2014(audited)||||
|6|The reports and abstracts of 2014||||
|7|2014 annual profit distribution plan||||
|8|The proposal of certified public accountants employment||||
|9|The proposal of the daily related transaction of 2015||||
|10|The proposal of electing independent directors|Cumulative voting(Unit: vote)|||
||Electing Mr. Wen Bo as the independent director||||
||Electing Mr. Wan Shouyi as the independent director||||

This power of attorney shall come into force from the date of issued and shall invalid while the above mentioned Meeting ends.
Consignor: ID No.: of consignor:
Volume of shares hold by consignor: Shareholder account of consignor:
Consignee: ID No.: of consignee:
Delegation date:
(Copies and prints of this Power of Attorney are valid)
Hereby notify
Board of director of
Wafangdian Bearing Company Limited
24 April, 2015