Short title: WaZhou B Code：200706 No：2019-16 Wafangdian Bearing Company Limited Announcement of
Resolution of 2018annualshareholders’ 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 June 6, 2019.
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 ,June 26,2019
b): Internet polling: June 25,2019--June 26,2019.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 June 26,2019; any time from 3:00 p.m. June 25,2019 to 3:00 p.m June 26,2019 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. Zhao Yang
6) Holding of the meeting abides by the Company Law, Regulation of Listing of Stock and the Articles of Association of the Company.
3. Attendance information
1) 2 shareholders (proxy) attended the meeting on behalf of 323,300,000 shares, which take80.31% 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. 1 foreign capital shareholders
Short title: WaZhou B Code：200706 No：2019-16 (proxy) attended the meeting on behalf of 79,300,000 shares, which take19.70% of the total voting shares
General instruction for the minority shareholders: 0 minority shareholders attend the meeting by spot or network via trading system of Shenzhen Stock Exchange and internet poll system of Shenzhen Stock Exchange with 0 shares.
a: 2 shareholders (proxy) attended the spot meeting on behalf of 323,300,000shares, which take80.31% of the total voting shares.
b: 0 shareholders (proxy) vote through network trading system of Shenzhen Stock Exchange and internet poll system of Shenzhen Stock Exchange on behalf of 0 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)Director’s Report of 2018
The result of voting: 323,300,000 shares affirmative (Spot voting 323,300,000 shares affirmative and internet polling 0 shares affirmative), which take100% of the valid voting right held by the shareholders who attended the meeting; 0 share objected; 0 share waived.
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. 79,300,000 foreign capital shares affirmative, which take100% of the valid voting right held by all foreign capital shareholders who attended the meeting, 0 share objected; 0 share waived.
The minority shareholders (in addition to the company's directors, supervisors and senior management personnel and other shareholders, alone or together hold more than5% of the company's shareholders) voting for: 0 share agree, 0 share objected, 0 shares abstained.
Voting result: approved.
(2) Report of Supervisory Committee of 2018
The result of voting: 323,300,000 shares affirmative (Spot voting 323,300,000 shares affirmative and internet polling 0 shares affirmative), which take100% of the valid voting right held by the shareholders who attended the meeting; 0 share objected; 0 share waived.
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. 79,300,000 foreign capital shares affirmative, which take100% of the valid voting right held by all foreign capital shareholders who attended the meeting, 0 share objected; 0 share waived.
Short title: WaZhou B Code：200706 No：2019-16 The minority shareholders (in addition to the company's directors, supervisors and senior management personnel and other shareholders, alone or together hold more than5% of the company's shareholders) voting for: 0 share agree, 0 share objected, 0 shares abstained.
Voting result: approved.
(3) Profit Distribution Plan of 2018;
The result of voting: 323,300,000 shares affirmative (Spot voting 323,300,000 shares affirmative and internet polling 0 shares affirmative), which take100% of the valid voting right held by the shareholders who attended the meeting; 0 share objected; 0 share waived.
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. 79,300,000 foreign capital shares affirmative, which take100% of the valid voting right held by all foreign capital shareholders who attended the meeting, 0 share objected; 0 share waived.
The minority shareholders (in addition to the company's directors, supervisors and senior management personnel and other shareholders, alone or together hold more than5% of the company's shareholders) voting for: 0 share agree, 0 share objected, 0 shares abstained.
Voting result: approved.
(4) Final Account Report (Audited) of 2018
The result of voting: 323,300,000 shares affirmative (Spot voting 323,300,000 shares affirmative and internet polling 0 shares affirmative), which take100% of the valid voting right held by the shareholders who attended the meeting; 0 share objected; 0 share waived.
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. 79,300,000 foreign capital shares affirmative, which take100% of the valid voting right held by all foreign capital shareholders who attended the meeting, 0 share objected; 0 share waived.
The minority shareholders (in addition to the company's directors, supervisors and senior management personnel and other shareholders, alone or together hold more than5% of the company's shareholders) voting for: 0 share agree, 0 share objected, 0 shares abstained.
Voting result: approved.
(5)Financial Budget of 2019
The result of voting: 323,300,000 shares affirmative (Spot voting 323,300,000 shares affirmative and internet polling 0 shares affirmative), which take100% of the valid voting right held by the
Short title: WaZhou B Code：200706 No：2019-16 shareholders who attended the meeting; 0 share objected; 0 share waived.
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. 79,300,000 foreign capital shares affirmative, which take100% of the valid voting right held by all foreign capital shareholders who attended the meeting, 0 share objected; 0 share waived.
The minority shareholders (in addition to the company's directors, supervisors and senior management personnel and other shareholders, alone or together hold more than5% of the company's shareholders) voting for: 0 share agree, 0 share objected, 0 shares abstained.
Voting result: approved.
(6) Annual Report 2018 and its Summary
The result of voting: 323,300,000 shares affirmative (Spot voting 323,300,000 shares affirmative and internet polling 0 shares affirmative), which take100% of the valid voting right held by the shareholders who attended the meeting; 0 share objected; 0 share waived.
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. 79,300,000 foreign capital shares affirmative, which take100% of the valid voting right held by all foreign capital shareholders who attended the meeting, 0 share objected; 0 share waived.
The minority shareholders (in addition to the company's directors, supervisors and senior management personnel and other shareholders, alone or together hold more than5% of the company's shareholders) voting for: 0 share agree, 0 share objected, 0 shares abstained.
Voting result: approved.
(7)The bill on debt restructuring
(7.1) The proposal of debt restructuring part of which involved related transactions
The first shareholder of WBC is ZWZ Group, who held 244,000,000 internal capital shares abided all the terms in accordant requirement all the items.The voting results of other shareholders:
79,300,000 shares affirmative (Spot voting 79,300,000 shares affirmative and internet polling 0 shares affirmative), which takethe100% of the voting right held by non-associated shareholders who attended the meeting, 0 share objected;0 share waived.
The minority shareholders (in addition to the company's directors, supervisors and senior management personnel and other shareholders, alone or together hold more than5% of the company's shareholders) voting for: 0 share agree, 0 share objected, 0 shares abstained.
Short title: WaZhou B Code：200706 No：2019-16 The result of voting: approved.
(7.2)The bill on the provision for impairment of assets
The result of voting: 323,300,000 shares affirmative (Spot voting 323,300,000 shares affirmative and internet polling 0 shares affirmative), which take100% of the valid voting right held by the shareholders who attended the meeting; 0 share objected; 0 share waived.
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. 79,300,000 foreign capital shares affirmative, which take100% of the valid voting right held by all foreign capital shareholders who attended the meeting, 0 share objected; 0 share waived.
The minority shareholders (in addition to the company's directors, supervisors and senior management personnel and other shareholders, alone or together hold more than5% of the company's shareholders) voting for: 0 share agree, 0 share objected, 0 shares abstained.
Voting result: approved.
(8) Provision for impairment of assets
The result of voting: 323,300,000 shares affirmative (Spot voting 323,300,000 shares affirmative and internet polling 0 shares affirmative), which take100% of the valid voting right held by the shareholders who attended the meeting; 0 share objected; 0 share waived.
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. 79,300,000 foreign capital shares affirmative, which take100% of the valid voting right held by all foreign capital shareholders who attended the meeting, 0 share objected; 0 share waived.
The minority shareholders (in addition to the company's directors, supervisors and senior management personnel and other shareholders, alone or together hold more than5% of the company's shareholders) voting for: 0 share agree, 0 share objected, 0 shares abstained.
Voting result: approved.
(9) Engagement of CPA and their Remuneration
The result of voting: 323,300,000 shares affirmative (Spot voting 323,300,000 shares affirmative and internet polling 0 shares affirmative), which take100% of the valid voting right held by the shareholders who attended the meeting; 0 share objected; 0 share waived.
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. 79,300,000 foreign capital shares
Short title: WaZhou B Code：200706 No：2019-16 affirmative, which take100% of the valid voting right held by all foreign capital shareholders who attended the meeting, 0 share objected; 0 share waived.
The minority shareholders (in addition to the company's directors, supervisors and senior management personnel and other shareholders, alone or together hold more than5% of the company's shareholders) voting for: 0 share agree, 0 share objected, 0 shares abstained.
Voting result: approved.
(10) Routine Related Transaction of 2018 and Budget of Related Transaction for year of 2019
The first shareholder of WBC is ZWZ Group, who held 244,000,000 internal capital shares abided all the terms in accordant requirement all the items.The voting results of other shareholders:
79,300,000 shares affirmative (Spot voting 79,300,000 shares affirmative and internet polling 0 shares affirmative), which takethe100% of the voting right held by non-associated shareholders who attended the meeting, 0 share objected;0 share waived.
The minority shareholders (in addition to the company's directors, supervisors and senior management personnel and other shareholders, alone or together hold more than5% of the company's shareholders) voting for: 0 share agree, 0 share objected, 0 shares abstained.
The result of voting: approved.
5. Legal advices showed by lawyer
1) Name of the law office: Dalian Huaxia law office
2) Lawyer: Mrs. Bao Jingxin, Mrs.Liu Cuimei
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 2018 annualShareholders’ meeting
2) Law opinions report
3) Other documents required by SZSE.
Wafangdian Bearing Co. Ltd
Board of Directors
Short title: WaZhou B Code：200706 No：2019-16 June 26, 2019