Short title: WaZhou B Code：200706 No：2014-41 Wafangdian Bearing Company Limited Announcement of
Resolution of 2014 2nd Extraordinaryshareholders’ meeting
The Company, all the members of the Board of Directors, supervisors and top management hereby guarantee the truth, accuracy and completeness of the information disclosure, no any false records, misleading statements and major missing contents.
1. Important notes
a. The notification of the meeting has announced on the Securities Times, Hongkong Commercial Daily" and the “http//www.cninfo.com.cn” published on November 5, 2014. And the Suggestive Announcement for Network polling of Wafangdian Bearing Company limited 2014 2nd shareholder meeting was disclosed on the Securities Times, Hongkong Commercial Daily" and the “http//www.cninfo.com.cn” published on November 14, 2014. b. No rejection proposals situation occurred during the meeting,
c. No adding and change of the proposals situation occurred during the meeting, 2. Information of the meeting
1) Time
a):On-site meeting:14:30 P.M ,November 20,2014
b): Internet polling: November 19,2014--- November 20,2014.Of which 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. dated November 20,2014; any time from 3:00 p.m. November 19,2014 to 3:00 p.m. November 20,2014 will available for polling through internet poll system of Shenzhen Stock Exchange.
2) On-site meeting Place: 309 meeting room at ZWZ Group headquarter
3) Way of meeting: on-site votes plus network polling
4) Convener: Board of directors of Wafangdian Bearing Co., Ltd.
5) Preside: Mr. Cong Hong
6) Holding of the meeting abides by the Company Law, Regulation of Listing of Stock and the Articles of Association of the Company.
Short title: WaZhou B Code：200706 No：2014-41 3. Attendance information
1) 5 shareholders (proxy) attended the meeting on behalf of 323,416,100 shares, which take80.33%of the total voting shares. Of which 1 internal capital shareholder (proxy) attended the meeting on behalf of 244,000,000 shares which take60.61% of the total voting shares.4 foreign capital shareholders (proxy) attended the meeting on behalf of 79,416,100 shares, which take19.73% of the total voting shares
a:2 shareholders (proxy) attended the spot meeting on behalf of 323,300,000 shares, which take80.30% of the total voting shares.
b: 3 shareholders (proxy) vote through network via trading system of Shenzhen Stock Exchange and internet poll system of Shenzhen Stock Exchange on behalf of 116,100 shares, which take0.03% of the total voting shares.
2. Several directors, supervisors and top management as well as lawyer attend the meeting. 4. Discussion of the proposal and the information of voting
(1) The proposal of planning to sale assets by open tender
1) The proposal of planning to sale Shen Yang accommodation agency by open tender
The result of voting: 323,310,000 shares affirmative (Spot voting 323,300,000 shares affirmative and internet polling 10,000 shares affirmative), which take99.97% of the valid voting right held by the shareholders who attended the meeting; 46,100 share objected(Spot voting 0 shares objected and internet polling 46,100 shares objected ) which take0.01% of the valid voting right held by the shareholders who attended the meeting ;and 60,000 share waived(Spot voting 0 shares objected and internet polling 60,000 shares waived ) which take0.02% of the valid voting right held by the shareholders who attended the meeting.
244,000,000 internal capital shares affirmative, which takes100% of the valid voting right held by all the internal capital shareholders who attended the meeting. 79,310,000 foreign capital shares affirmative, which take99.97% of the valid voting right held by all foreign capital shareholders who attended the meeting.
Voting result: agree.
2) The proposal of planning to sale Harbin accommodation agency by open
Short title: WaZhou B Code：200706 No：2014-41 tender
The result of voting: 323,310,000 shares affirmative (Spot voting 323,300,000 shares affirmative and internet polling 10,000 shares affirmative), which take99.97% of the valid voting right held by the shareholders who attended the meeting; 46,100 share objected(Spot voting 0 shares objected and internet polling 46,100 shares objected ) which take0.01% of the valid voting right held by the shareholders who attended the meeting ;and 60,000 share waived(Spot voting 0 shares objected and internet polling 60,000 shares waived ) which take0.02% of the valid voting right held by the shareholders who attended the meeting.
244,000,000 internal capital shares affirmative, which takes100% of the valid voting right held by all the internal capital shareholders who attended the meeting. 79,310,000 foreign capital shares affirmative, which take99.97% of the valid voting right held by all foreign capital shareholders who attended the meeting.
Voting result: agree.
5. Legal advices showed by lawyer
1) Name of the law office: Dalian Huaxia law office
2) Lawyer: Mrs. Bao Jingxin, Mrs.Ma Nan
3) Conclusion: The holding and convening of theshareholders’ meeting conforms to the relative laws, rules and the Article of Association. The qualification of people who attended the meeting is legal and valid. The voting procedure is legal and valid. The resolution of the meeting is legal and valid.
6. Reference document
1) Resolution of 2014 2nd ExtraordinaryShareholders’ meeting
2) Law opinions report
3) Other documents required by SZSE.
Wafangdian Bearing Co. Ltd
Board of Directors
November 20, 2014