Stock：WazhouB Code：200706 No.：2014-19 Wafangdian Bearing Company Limited
Announcement of Resolution of 2013 annualshareholders’ 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
The notification of the meeting has announced on the Securities Times, Hongkong Commercial Daily" and the “http//www.cninfo.com.cn” published on May 26, 2014. No adding, rejection and change of the proposals situation occurred during the meeting, 2. Information of the meeting
1) Time: 9:30 A.M.,June 18, 2014
2) Place: 309 meeting room at ZWZ Group headquarter
3) Voting mode: spot voting
4) Convener: Board of directors of Wafangdian Bearing Co., Ltd.
5) Presider : 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.
3. Attendance information
1) 2 shareholders (proxy) attended the meeting on behalf of the323,300,000 shares, which take80.30% of the total voting shares.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 (proxy) attended the meeting on behalf of 79,300,000 shares, which take19.70％of the total foreign stocks that have the voting right.
2）Several directors, supervisors and top management as well as lawyer attend the meeting.
Stock：WazhouB Code：200706 No.：2014-19 4. Discussion of the proposal and the information of voting
1) Review 2013Annual Work report of Board Meeting
323,300,000 shares affirmative, which take100% of the voting right held by the shareholders who attended the meeting; 0 share objected and 0 share waived; 244,000,000 internal capital shares affirmative, which take100% of the voting right held by all the internal capital shareholders who attended the meeting. 79,300,000 foreign capital shares affirmative, whichtake100% of the voting right held by all foreign capital shareholders who attended the meeting.
The result of voting: approved
2) Review 2013Annual Work Report of Supervisory Committee
323,300,000 shares affirmative, which take100% of the voting right held by the shareholders who attended the meeting; 0 share objected and 0 share waived; 244,000,000 internal capital shares affirmative, which take100% of the voting right held by all the internal capital shareholders who attended the meeting. 79,300,000 foreign capital shares affirmative, whichtake100% of the voting right held by all foreign capital shareholders who attended the meeting.
The result of voting: approved
3) Review 2013Annual final financial report (audited)
323,300,000 shares affirmative, which take100% of the voting right held by the shareholders who attended the meeting; 0 share objected and 0 share waived; 244,000,000 internal capital shares affirmative, which take100% of the voting right held by all the internal capital shareholders who attended the meeting. 79,300,000 foreign capital shares affirmative, whichtake100% of the voting right held by all foreign capital shareholders who attended the meeting.
The result of voting: approved
4) Review 2013 Annual Report and the abstract
323,300,000 shares affirmative, which take100% of the voting right held by the shareholders who attended the meeting; 0 share objected and 0 share waived; 244,000,000 internal capital shares affirmative, which take100% of the voting right held by all the internal capital shareholders who attended the meeting. 79,300,000 foreign capital shares affirmative, whichtake100% of the voting right held by all foreign capital shareholders who attended the meeting.
Stock：WazhouB Code：200706 No.：2014-19 The result of voting: approved
5) Review 2013Profit Distribution Plan
323,300,000 shares affirmative, which take100% of the voting right held by the shareholders who attended the meeting; 0 share objected and 0 share waived; 244,000,000 internal capital shares affirmative, which take100% of the voting right held by all the internal capital shareholders who attended the meeting. 79,300,000 foreign capital shares affirmative, whichtake100% of the voting right held by all foreign capital shareholders who attended the meeting.
The result of voting: approved
6) Review the 2014 operation and production plan (including the financial budget of 2014)
323,300,000 shares affirmative, which take100% of the voting right held by the shareholders who attended the meeting; 0 share objected and 0 share waived; 244,000,000 internal capital shares affirmative, which take100% of the voting right held by all the internal capital shareholders who attended the meeting. 79,300,000 foreign capital shares affirmative, whichtake100% of the voting right held by all foreign capital shareholders who attended the meeting.
The result of voting: approved
7) Review the proposal of the daily related transaction of 2014
The first shareholder of WBC is ZWZ Group, who held 244,000,000 internal capital shares abided by the relative requirement and blenched all the items except for the item 5, 29 and36.The voting results of other shareholders: 79,300,000 shares affirmative, which take the100% of the voting right held by non-associated shareholders who attended the meeting, 0 share objected and 0 share waived. The second shareholder of WBC is AB SKF, which held 79,300,000 shares abided by the relative requirement and blenched the item 5, 29, 36; 244,000,000 shares affirmative, whichtake100% of voting right held by the non-associated shareholders who attended the meeting, 0 share objected and 0 share waived. And 244,000,000 the internal capital shares affirmative, which take the100% of the voting right held by total non-associated internal capital shareholders who attended the meeting.
The result of voting: approved.
8) Review the proposal of certified public accountants engagement and
Stock：WazhouB Code：200706 No.：2014-19 awards
323,300,000 shares affirmative, which take100% of the voting right held by the shareholders who attended the meeting; 0 share objected and 0 share waived; 244,000,000 internal capital shares affirmative, which take100% of the voting right held by all the internal capital shareholders who attended the meeting. 79,300,000 foreign capital shares affirmative, whichtake100% of the voting right held by all foreign capital shareholders who attended the meeting.
The result of voting: approved
5.The independent directors made the work report.
6. 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.
7. Reference document
1)Shareholders’ meeting resolution confirmed by directors and recorder, and stamped with board of directors seal.
2) Law opinions report.
3) Other documents required by SZSE.
Wafangdian Bearing Co. Ltd
Board of Directors
June 18, 2014