Short title: WaZhou B Code：200706 No：2017-14 Wafangdian Bearing Company Limited Announcement of
Resolution of 2017annualshareholders’ 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 April 26, 2018.
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 ,May 18,2018
b): Internet polling: May 17,2018--May 18,2018.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 May 18,2018; any time from 3:00 p.m. May 17,2018 to 3:00 p.m May 18,2018 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) 5 shareholders (proxy) attended the meeting on behalf of 323,542,100 shares, which take80.36% 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
Short title: WaZhou B Code：200706 No：2017-14 (proxy) attended the meeting on behalf of 79,542,100 shares, which take19.76% of the total voting shares
a: 2 shareholders (proxy) attended the spot meeting on behalf of 323,300,000 shares, which take80.31% of the total voting shares.
b: 3 shareholder (proxy) vote through network via trading system of Shenzhen Stock Exchange and internet poll system of Shenzhen Stock Exchange on behalf of 242,100 shares, which take0.06% of the total voting shares.
The situation of minority shareholders attending the meeting: 3 minority shareholder vote on the spot and on the internet on behalf of 242,100 shares, which take0.06% 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)Director’s Report of 2017
The result of voting: 323,500,000 shares affirmative (Spot voting 323,300,000 shares affirmative and internet polling 200,000 shares affirmative), which take99.99% of the valid voting right held by the shareholders who attended the meeting; 42,100 share objected(Spot voting 0 shares objected and internet polling 42,100 shares objected), which take0.01% of the valid voting right held by the shareholders who attended the meeting; 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;0 share waived;0 share waived. 79,500,000 foreign capital shares affirmative, which take99.95% of the valid voting right held by all foreign capital shareholders who attended the meeting, 42,100 share objected,which take0.05% of the valid voting right held by all foreign capital shareholders who attended the meeting ; 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: 200,000 share agree,which take82.61%of the valid voting right held by all the minority shareholders who attended the meeting,42,100 share objected,which take17.39%of the valid voting right held by all the minority shareholders who attended the meeting, 0 shares abstained.
Voting result: approved.
(2) Report of Supervisory Committee of 2017
The result of voting: 323,500,000 shares affirmative (Spot voting 323,300,000 shares affirmative
Short title: WaZhou B Code：200706 No：2017-14 and internet polling 200,000 shares affirmative), which take99.99% of the valid voting right held by the shareholders who attended the meeting; 42,100 share objected(Spot voting 0 shares objected and internet polling 42,100 shares objected), which take0.01% of the valid voting right held by the shareholders who attended the meeting; 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;0 share waived;0 share waived. 79,500,000 foreign capital shares affirmative, which take99.95% of the valid voting right held by all foreign capital shareholders who attended the meeting, 42,100 share objected,which take0.05% of the valid voting right held by all foreign capital shareholders who attended the meeting ; 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: 200,000 share agree,which take82.61%of the valid voting right held by all the minority shareholders who attended the meeting,42,100 share objected,which take17.39%of the valid voting right held by all the minority shareholders who attended the meeting, 0 shares abstained.
Voting result: approved.
(3) Profit Distribution Plan of 2017;
The result of voting: 323,500,000 shares affirmative (Spot voting 323,300,000 shares affirmative and internet polling 200,000 shares affirmative), which take99.99% of the valid voting right held by the shareholders who attended the meeting; 42,100 share objected(Spot voting 0 shares objected and internet polling 42,100 shares objected), which take0.01% of the valid voting right held by the shareholders who attended the meeting; 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;0 share waived;0 share waived. 79,500,000 foreign capital shares affirmative, which take99.95% of the valid voting right held by all foreign capital shareholders who attended the meeting, 42,100 share objected,which take0.05% of the valid voting right held by all foreign capital shareholders who attended the meeting ; 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: 200,000 share agree,which take82.61%of the valid voting right held by all the minority shareholders who attended the meeting,42,100 share objected,which take17.39%of the valid voting right held by all the minority shareholders who attended the meeting, 0 shares abstained.
Short title: WaZhou B Code：200706 No：2017-14 Voting result: approved.
(4) Final Account Report (Audited) of 2017
The result of voting: 323,500,000 shares affirmative (Spot voting 323,300,000 shares affirmative and internet polling 200,000 shares affirmative), which take99.99% of the valid voting right held by the shareholders who attended the meeting; 42,100 share objected(Spot voting 0 shares objected and internet polling 42,100 shares objected), which take0.01% of the valid voting right held by the shareholders who attended the meeting; 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;0 share waived;0 share waived. 79,500,000 foreign capital shares affirmative, which take99.95% of the valid voting right held by all foreign capital shareholders who attended the meeting, 42,100 share objected,which take0.05% of the valid voting right held by all foreign capital shareholders who attended the meeting ; 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: 200,000 share agree,which take82.61%of the valid voting right held by all the minority shareholders who attended the meeting,42,100 share objected,which take17.39%of the valid voting right held by all the minority shareholders who attended the meeting, 0 shares abstained.
Voting result: approved.
(5)Financial Budget of 2018
The result of voting: 323,500,000 shares affirmative (Spot voting 323,300,000 shares affirmative and internet polling 200,000 shares affirmative), which take99.99% of the valid voting right held by the shareholders who attended the meeting; 42,100 share objected(Spot voting 0 shares objected and internet polling 42,100 shares objected), which take0.01% of the valid voting right held by the shareholders who attended the meeting; 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;0 share waived;0 share waived. 79,500,000 foreign capital shares affirmative, which take99.95% of the valid voting right held by all foreign capital shareholders who attended the meeting, 42,100 share objected,which take0.05% of the valid voting right held by all foreign capital shareholders who attended the meeting ; 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
Short title: WaZhou B Code：200706 No：2017-14 shareholders) voting for: 200,000 share agree,which take82.61%of the valid voting right held by all the minority shareholders who attended the meeting,42,100 share objected,which take17.39%of the valid voting right held by all the minority shareholders who attended the meeting, 0 shares abstained.
Voting result: approved.
(6) Annual Report 2017 and its Summary
The result of voting: 323,500,000 shares affirmative (Spot voting 323,300,000 shares affirmative and internet polling 200,000 shares affirmative), which take99.99% of the valid voting right held by the shareholders who attended the meeting; 42,100 share objected(Spot voting 0 shares objected and internet polling 42,100 shares objected), which take0.01% of the valid voting right held by the shareholders who attended the meeting; 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;0 share waived;0 share waived. 79,500,000 foreign capital shares affirmative, which take99.95% of the valid voting right held by all foreign capital shareholders who attended the meeting, 42,100 share objected,which take0.05% of the valid voting right held by all foreign capital shareholders who attended the meeting ; 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: 200,000 share agree,which take82.61%of the valid voting right held by all the minority shareholders who attended the meeting,42,100 share objected,which take17.39%of the valid voting right held by all the minority shareholders who attended the meeting, 0 shares abstained.
Voting result: approved.
(7) Provision for impairment of assets
The result of voting: 323,500,000 shares affirmative (Spot voting 323,300,000 shares affirmative and internet polling 200,000 shares affirmative), which take99.99% of the valid voting right held by the shareholders who attended the meeting; 42,100 share objected(Spot voting 0 shares objected and internet polling 42,100 shares objected), which take0.01% of the valid voting right held by the shareholders who attended the meeting; 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;0 share waived;0 share waived. 79,500,000 foreign capital shares affirmative, which take99.95% of the valid voting right held by all foreign capital shareholders who attended the meeting, 42,100 share objected,which take0.05% of the
Short title: WaZhou B Code：200706 No：2017-14 valid voting right held by all foreign capital shareholders who attended the meeting ; 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: 200,000 share agree,which take82.61%of the valid voting right held by all the minority shareholders who attended the meeting,42,100 share objected,which take17.39%of the valid voting right held by all the minority shareholders who attended the meeting, 0 shares abstained.
Voting result: approved.
(8) Election of Independent Director
The election of Ms. Sun kun as an independent director of the company's board of directors. The result of voting: 323,500,000 shares affirmative (Spot voting 323,300,000 shares affirmative and internet polling 200,000 shares affirmative), which take99.99% of the valid voting right held by the shareholders who attended the meeting; 42,100 share objected(Spot voting 0 shares objected and internet polling 42,100 shares objected), which take0.01% of the valid voting right held by the shareholders who attended the meeting; 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;0 share waived;0 share waived. 79,500,000 foreign capital shares affirmative, which take99.95% of the valid voting right held by all foreign capital shareholders who attended the meeting, 42,100 share objected,which take0.05% of the valid voting right held by all foreign capital shareholders who attended the meeting ; 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: 200,000 share agree,which take82.61%of the valid voting right held by all the minority shareholders who attended the meeting,42,100 share objected,which take17.39%of the valid voting right held by all the minority shareholders who attended the meeting, 0 shares abstained.
Voting result: approved.
(9) Engagement of CPA and their Remuneration
The result of voting: 323,500,000 shares affirmative (Spot voting 323,300,000 shares affirmative and internet polling 200,000 shares affirmative), which take99.99% of the valid voting right held by the shareholders who attended the meeting; 42,100 share objected(Spot voting 0 shares objected and internet polling 42,100 shares objected), which take0.01% of the valid voting right held by the shareholders who attended the meeting; 0 share waived.
Short title: WaZhou B Code：200706 No：2017-14 244,000,000 internal capital shares affirmative, which takes100% of the valid voting right held by all the internal capital shareholders who attended the meeting;0 share waived;0 share waived. 79,500,000 foreign capital shares affirmative, which take99.95% of the valid voting right held by all foreign capital shareholders who attended the meeting, 42,100 share objected,which take0.05% of the valid voting right held by all foreign capital shareholders who attended the meeting ; 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: 200,000 share agree,which take82.61%of the valid voting right held by all the minority shareholders who attended the meeting,42,100 share objected,which take17.39%of the valid voting right held by all the minority shareholders who attended the meeting, 0 shares abstained.
Voting result: approved.
(10) Routine Related Transaction of 2017 and Budget of Related Transaction for year of 2018(after audited)
The first shareholder of WBC is ZWZ Group, who held 244,000,000 internal capital shares abided all the terms in accordent requirement all the items.The voting results of other shareholders:
79,500,000 shares affirmative(Spot voting 79,300,000 shares affirmative and internet polling 200,000 share affirmative), which take the50.13% of the voting right held by non-associated shareholders who attended the meeting, 42,100 share objected,which take the0.03% of the voting right held by non-associated shareholders who attended the meeting. 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: 200,000 share agree,which take82.61%of the valid voting right held by all the minority shareholders who attended the meeting,42,100 share objected,which take17.39%of the valid voting right held by all the minority shareholders who attended the meeting, 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
Short title: WaZhou B Code：200706 No：2017-14 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 2017 annualShareholders’ meeting
2) Law opinions report
3) Other documents required by SZSE.
Wafangdian Bearing Co. Ltd
Board of Directors
May 18, 2018