瓦轴B(200706):持股 5%以上股东拟进行股份捐赠暨权益变动的提示性公告 (英文)
Shareholders Suggestive Announcement of Proposed Share Donation and Change of Interest The Company and all directors guarantee that the content of the announcement is true, accurate and complete, and there are no false records, misleading statements or material omissions. Special tips： 1. AKTIEBOLAGET SKF (hereinafter referred to as "SKF"), the second largest shareholder of Wafangdian Bearing Co., LTD. (hereinafter referred to as "Wafang B" or the "Company"), and Dalian Youth Development Foundation (hereinafter referred to as "Foundation") have signed the Donation Agreement on February 13, 2025. The agreement stipulates that SKF will directly hold 79.3 million shares of the company (19.70% of the total number of shares of the company) and all corresponding rights and interests of the company to Dalian Youth Development Foundation. With the completion of this donation transfer, SKF will no longer be a shareholder of the company. This donation of shares will not lead to changes in the controlling shareholders and actual controllers of the Company; 2.The effectiveness of the Donation Agreement is conditional upon Dalian Youth Development Foundation successfully opening a B-share securities account at China Securities Depository and Clearing Corporation Limited at or before 24:00 on February 20, 2025. 3.There is still uncertainty whether the share donation can be finalized. The Company will pay close attention to the progress of the transfer under this agreement, and urge all parties to timely fulfill their obligations of information disclosure in accordance with relevant laws and regulations. Investors are kindly requested to pay attention to investment risks. I. The situation of this change in equity
The shareholding situation before and after the equity change is as follows:
(1) Basic information of the donor
Party A (Donor): AKTIEBOLAGET SKF Party B (Donee): Dalian Youth Development Foundation (II) Number of Donated Shares: 79,300,000 shares (III) Proportion of Donated Shares to the Total Shares of the Listed Company: 19.70% (IV) Nature of the Shares: Unrestricted tradable shares (domestically listed foreign-owned shares) (V) Consideration for This Share Donation and Its Source: This share donation is not a transaction, and Dalian Youth Development Foundation does not need to pay any consideration. (VI) Payment Arrangement: This share donation is not a transaction, and Dalian Youth Development Foundation does not need to pay any consideration. (VII) Agreement Signing and Effective Date, Effective Conditions: On February 13, 2025, both parties signed the Donation Agreement, and the Agreement takes effect on the condition that Dalian Youth Development Foundation successfully opens a B-share securities account at CSDC at or before 24:00 on February 20, 2025. IV. The impact of this equity change on the Company This change in equity will not lead to changes in the controlling shareholders or actual controllers of the company, will not lead to changes in the control of the company, and will not harm the interests of the Company and other shareholders. V. Description of other relevant matters 1. In accordance with the relevant provisions of the Measures on the Administration of Acquisitions of Listed Companies, etc., the parties have fulfilled the obligation of information disclosure as required and provided the company with a short form equity change report. For details, please refer to the Abbreviated Report on Changes in Equity (for donors) and Abbreviated Report on Changes in Equity (for Donee) disclosed by the Company on www.cninfo.com.cn on the same day. 2. This change of equity is in accordance with the Securities Law of the People's Republic of China, the Rules for the Listing of Stocks on the Shenzhen Stock Exchange, the Interim Measures for the Administration of Share Reduction by Shareholders of Listed Companies and other laws and regulations, departmental rules and regulatory documents, there is no no reduction of shares, there is no violation of relevant commitments. 3. For this share donation, all parties need to fulfill relevant obligations in strict accordance with the agreement and go through the transfer procedures in Shenzhen Branch of China Securities Depository and Clearing Co., LTD. The Company will continue to pay attention to relevant matters and disclose the progress in a timely manner, urging both parties to timely fulfill their obligations of information disclosure in accordance with relevant laws and regulations. There is still uncertainty whether the transaction can be finally implemented and completed, and investors should pay attention to the investment risks. VI.Reference Documents 1. Donation Agreement; 2. Short form equity change report (donor); 3. Short form equity change report (Donee). Wafangdian bearing Co., Ltd. Board of Directors February 17, 2025 中财网
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