瓦轴B(200706):2024年度股东会决议公告 （英）
Meeting Resolution Notice All members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions. I.Important tips 1. The notice and announcement of this meeting has been published on Securities Times and http://www.cninfo.com.cn.on April 29, 2025. 2. There was no increase, change or rejection of motions at this general meeting of shareholders. 3. This general meeting of shareholders does not involve any change to the resolutions passed by previous general meetings of shareholders. II. The convening of the conference 1. Time of meeting (1) On-site meeting time: 14:30 p.m. on Friday, May 23, 2025； (2) Online voting time: The voting time through the trading system of the Shenzhen Stock Exchange is from 9:15 a.m. to 9:25 a.m., 9:30 a.m. to 11:30 a.m. and 1:00 p.m. to 3:00 p.m. on May 23, 2025. Voting through the Internet voting system of the Shenzhen Stock Exchange can be conducted at any time from 9:15 a.m. to 3:00 p.m. on May 23, 2025. 2. On-site meeting place: Room 1004 of Wazhou Group 3. Meeting method: on-site ballot and online voting are combined 4. Convenor: Wafangdian Bearing Co., LTD. Board of Directors 5. Meeting moderator: Mr. Zhang Xinghai 6. The meeting is held in accordance with the Company Law, stock Listing Rules and articles of Association. III. Attendance of the meeting 1. There are 6 shareholders and authorized representatives attending the meeting, representing 323,786,320 shares, accounting for 80.42% of the total number of voting shares of the listed company. Among them, there is one domestic shareholder (representative), representing 244,000,000 shares, accounting for 60.61% of the total number of voting shares of the listed company. There are 5 foreign shareholders (agents) with voting rights, representing 79,786,320 shares, accounting for 19.82% of the total number of voting shares of the listed company. (1) There were 2 shareholders and authorized representatives of shareholders present at the meeting, representing 323,300,000 shares, accounting for 80.30% of the total number of voting shares of the listed company. (2) There are 4 shareholders voting through the trading system and Internet voting system of Shenzhen Stock Exchange, representing 486,320 shares, accounting for 0.12% of the total number of voting shares of the listed company. on site and online, representing 486,320 shares, accounting for 0.12% of the total number of voting shares of the listed company. 2. Part of the company's directors, supervisors, senior management and hired lawyers attend this meeting. IV. Review and voting of bills The shareholders' meeting deliberated and passed the following motions by a combination of on-site secret voting and online voting. The specific voting situation is as follows: 1. Review of the 2024 Annual Board Report 323,300,000shares agreed (of which 323,300,000 shares agreed by on-site voting and 0 shares agreed by online voting), accounting for 99.85% of the total number of shares with valid voting rights present at this shareholders' meeting; 486,320 shares opposed (including 0 shares opposed by on-site voting and 486,320 shares opposed by online voting), accounting for 0.15% of the total number of shares with valid voting rights attending the shareholders' meeting; No shares are waived. Among them, 244,000,000 domestic shares were approved, accounting for 100% of the total number of valid voting shares of domestic shareholders attending the shareholders' meeting; Oppose 0 shares; No shares are waived. Foreign shares agreed to 79,300,000shares, accounting for 99.39% of the total number of valid voting rights of foreign shareholders attending the general meeting, and opposed 486,320 shares, accounting for 0.61% of the total number of valid voting rights of foreign shareholders attending the general meeting; No shares are waived. Minority shareholders (in addition to the company's directors, supervisors, senior management and other shareholders other than shareholders who hold more than 5% of the company's shares alone or in total) voting: approve 0shares; 486,320 votes against, 0 abstained. Voting result: Agreed 2. Review of 2024 Report of the Board of Supervisors 323,300,000shares agreed (of which 323,300,000 shares agreed by on-site voting and 0 shares agreed by online voting), accounting for 99.85% of the total number of shares with valid voting rights present at this shareholders' meeting; 486,320 shares opposed (including 0 shares opposed by on-site voting and 486,320 shares opposed by online voting), accounting for 0.15% of the total number of shares with valid voting rights attending the shareholders' meeting; No shares are waived. Among them, 244,000,000 domestic shares were approved, accounting for 100% of the total number of valid voting shares of domestic shareholders attending the shareholders' meeting; Oppose 0 shares; No shares are waived. Foreign shares agreed to 79,300,000shares, accounting for 99.39% of the total number of valid voting rights of foreign shareholders attending the general meeting, and opposed 486,320 shares, accounting for 0.61% of the total number of valid voting rights of foreign shareholders attending the general meeting; No shares are waived. Minority shareholders (in addition to the company's directors, supervisors, senior management and other shareholders other than shareholders who hold more than 5% of the company's shares alone or in total) voting: approve 0shares; 486,320 votes against, 0 abstained. 3. Review of the 2024 Annual Report and its summary 323,300,000shares agreed (of which 323,300,000 shares agreed by on-site voting and 0 shares agreed by online voting), accounting for 99.85% of the total number of shares with valid voting rights present at this shareholders' meeting; 486,320 shares opposed (including 0 shares opposed by on-site voting and 486,320 shares opposed by online voting), accounting for 0.15% of the total number of shares with valid voting rights attending the shareholders' meeting; No shares are waived. Among them, 244,000,000 domestic shares were approved, accounting for 100% of the total number of valid voting shares of domestic shareholders attending the shareholders' meeting; Oppose 0 shares; No shares are waived. Foreign shares agreed to 79,300,000shares, accounting for 99.39% of the total number of valid voting rights of foreign shareholders attending the general meeting, and opposed 486,320 shares, accounting for 0.61% of the total number of valid voting rights of foreign shareholders attending the general meeting; No shares are waived. Minority shareholders (in addition to the company's directors, supervisors, senior management and other shareholders other than shareholders who hold more than 5% of the company's shares alone or in total) voting: approve 0shares; 486,320 votes against, 0 abstained. Voting result: Agreed 4. Review of the Financial And Final Accounts 2024 (audited) 323,300,000shares agreed (of which 323,300,000 shares agreed by on-site voting and 0 shares agreed by online voting), accounting for 99.85% of the total number of shares with valid voting rights present at this shareholders' meeting; 486,320 shares opposed (including 0 shares opposed by on-site voting and 486,320 shares opposed by online voting), accounting for 0.15% of the total number of shares with valid voting rights attending the shareholders' meeting; No shares are waived. Among them, 244,000,000 domestic shares were approved, accounting for 100% of the total number of valid voting shares of domestic shareholders attending the shareholders' meeting; Oppose 0 shares; No shares are waived. Foreign shares agreed to 79,300,000shares, accounting for 99.39% of the total number of valid voting rights of foreign shareholders attending the general meeting, and opposed 486,320 shares, accounting for 0.61% of the total number of valid voting rights of foreign shareholders attending the general meeting; No shares are waived. Minority shareholders (in addition to the company's directors, supervisors, senior management and other shareholders other than shareholders who hold more than 5% of the company's shares alone or in total) voting: approve 0shares; 486,320 votes against, 0 abstained. Voting result: Agreed 5. Review of the 2024 Profit Distribution Plan 323,301,900shares agreed (of which 323,300,000shares agreed by on-site voting and 1,900shares agreed by online voting), accounting for 99.85% of the total number of shares with valid voting rights present at this shareholders' meeting; 484,420 shares opposed (including 0 shares opposed by on-site voting and484,420shares opposed by online voting), accounting for 0.15% of the total number of shares with valid voting rights attending the shareholders' meeting; number of valid voting shares of domestic shareholders attending the shareholders' meeting; Oppose 0 shares; No shares are waived. Foreign shares agreed to79,301,900shares, accounting for 99.39%of the total number of valid voting rights of foreign shareholders attending the general meeting, and opposed 484,420 shares, accounting for0.61% of the total number of valid voting rights of foreign shareholders attending the general meeting; No shares are waived. Minority shareholders (in addition to the company's directors, supervisors, senior management and other shareholders other than shareholders who hold more than 5% of the company's shares alone or in total) voting: approve 1,900 shares; 484,420 votes against, 0 abstained. Voting result: Agreed 6. Review the "Proposal on the Provision for Credit Impairment and Asset Impairment in 2024" Agreed to 323,456,720 shares (including 323,300,000 shares agreed by on-site voting and 156,720shares agreed by online voting), accounting for 99.90% of the total number of shares with valid voting rights attending the shareholders' meeting; Oppose 329,600 shares (including 0 shares opposed by on-site voting and 329,600shares opposed by online voting), accounting for 0.10% of the total number of shares with valid voting rights attending the shareholders' meeting; No shares are waived. Among them, 244,000,000 domestic shares were approved, accounting for 100% of the total number of valid voting shares of domestic shareholders attending the shareholders' meeting; Oppose 0 shares; No shares are waived. Foreign shares approved 79,456,720 shares, accounting for 99.59%of the total number of valid voting rights of foreign shareholders attending the general meeting, and opposed 329,600 shares, accounting for 0.41% of the total number of valid voting rights of foreign shareholders attending the general meeting; No shares are waived. Minority shareholders (in addition to the company's directors, supervisors, senior management and other shareholders who hold more than 5% of the company's shares alone or in total) voting conditions: agree to 156,720 shares; 329,600 votes against, 0 abstained. Voting result: Agreed 7. Review the Proposal "Regarding undistributed deficit Losses Exceeding One-third of the Total Paid-in Share Capital" 323,300,000shares agreed (of which 323,300,000 shares agreed by on-site voting and 0 shares agreed by online voting), accounting for 99.85% of the total number of shares with valid voting rights present at this shareholders' meeting; 486,320 shares opposed (including 0 shares opposed by on-site voting and 486,320 shares opposed by online voting), accounting for 0.15% of the total number of shares with valid voting rights attending the shareholders' meeting; No shares are waived. Among them, 244,000,000 domestic shares were approved, accounting for 100% of the total number of valid voting shares of domestic shareholders attending the shareholders' meeting; Oppose 0 shares; No shares are waived. Foreign shares agreed to 79,300,000shares, accounting for 99.39% of the total number of valid voting rights of foreign shareholders attending the general meeting, and opposed 486,320 shares, accounting for 0.61% of the total number of valid and other shareholders other than shareholders who hold more than 5% of the company's shares alone or in total) voting: approve 0shares; 486,320 votes against, 0 abstained. Voting result: Agreed 8. Review the "Proposal on the Estimated Daily Related Party Transactions of the Company in 2025" The 244,000,000 domestic shares held by the largest shareholder of the Company -Wazhou Group have evaded this motion in accordance with the relevant requirements. The voting results of the remaining shareholders were: Agreed to 79,300,000shares (including 79,300,000 shares agreed by on-site voting and 0 shares agreed by online voting), accounting for 99.39% of the total number of shares with valid voting rights attending the shareholders' meeting; 486,320 shares opposed (including 0 shares opposed by on-site voting and 486,320 shares opposed by online voting), accounting for 0.61% of the total number of shares with valid voting rights attending the shareholders' meeting; No shares are waived. Minority shareholders (in addition to the company's directors, supervisors, senior management and other shareholders other than shareholders who hold more than 5% of the company's shares alone or in total) voting: approve 0 shares; 486,320 shares opposed; No shares are waived. Voting result: Agreed 9. Review of the 2025 Budget 323,300,000shares agreed (of which 323,300,000 shares agreed by on-site voting and 0 shares agreed by online voting), accounting for 99.85% of the total number of shares with valid voting rights present at this shareholders' meeting; 486,320 shares opposed (including 0 shares opposed by on-site voting and 486,320 shares opposed by online voting), accounting for 0.15% of the total number of shares with valid voting rights attending the shareholders' meeting; No shares are waived. Among them, 244,000,000 domestic shares were approved, accounting for 100% of the total number of valid voting shares of domestic shareholders attending the shareholders' meeting; Oppose 0 shares; No shares are waived. Foreign shares agreed to 79,300,000shares, accounting for 99.39% of the total number of valid voting rights of foreign shareholders attending the general meeting, and opposed 486,320 shares, accounting for 0.61% of the total number of valid voting rights of foreign shareholders attending the general meeting; No shares are waived. Minority shareholders (in addition to the company's directors, supervisors, senior management and other shareholders other than shareholders who hold more than 5% of the company's shares alone or in total) voting: approve 0shares; 486,320 votes against, 0 abstained. Voting result: Agreed 10. Review the "Motion on the Engagement of Accounting Firms" Agreed to 323,456,720 shares (including 323,300,000 shares agreed by on-site voting and 156,720shares agreed by online voting), accounting for 99.90% of the total number of shares with valid voting rights attending the shareholders' meeting; Oppose 329,600 shares (including 0 shares opposed by on-site voting and 329,600shares opposed by online voting), accounting for Among them, 244,000,000 domestic shares were approved, accounting for 100% of the total number of valid voting shares of domestic shareholders attending the shareholders' meeting; Oppose 0 shares; No shares are waived. Foreign shares approved 79,456,720 shares, accounting for 99.59%of the total number of valid voting rights of foreign shareholders attending the general meeting, and opposed 329,600 shares, accounting for 0.41% of the total number of valid voting rights of foreign shareholders attending the general meeting; No shares are waived. Minority shareholders (in addition to the company's directors, supervisors, senior management and other shareholders who hold more than 5% of the company's shares alone or in total) voting conditions: agree to 156,720 shares; 329,600 votes against, 0 abstained. Voting result: Agreed 11. Review the "Proposal on Amending the Company's Articles of Association and Its Annexes" 323,300,000shares agreed (of which 323,300,000 shares agreed by on-site voting and 0 shares agreed by online voting), accounting for 99.85% of the total number of shares with valid voting rights present at this shareholders' meeting; 486,320 shares opposed (including 0 shares opposed by on-site voting and 486,320 shares opposed by online voting), accounting for 0.15% of the total number of shares with valid voting rights attending the shareholders' meeting; No shares are waived. Among them, 244,000,000 domestic shares were approved, accounting for 100% of the total number of valid voting shares of domestic shareholders attending the shareholders' meeting; Oppose 0 shares; No shares are waived. Foreign shares agreed to 79,300,000shares, accounting for 99.39% of the total number of valid voting rights of foreign shareholders attending the general meeting, and opposed 486,320 shares, accounting for 0.61% of the total number of valid voting rights of foreign shareholders attending the general meeting; No shares are waived. Minority shareholders (in addition to the company's directors, supervisors, senior management and other shareholders other than shareholders who hold more than 5% of the company's shares alone or in total) voting: approve 0shares; 486,320 votes against, 0 abstained. This proposal is a special resolution proposal, and more than two-thirds of the total number of valid voting shares held by the shareholders (including the shareholders' agents) who have attended the general meeting of shareholders agree to pass it. Voting result: Agreed 12. Review the motion "On the Election of Non-Independent Directors of the 10th Board of Directors" This meeting adopted the cumulative voting system to elect Mr. Zhang Xinghai, Mr. Chen Jiajun, Ms. Sun Ye, Mr. Wang Jiyuan, Ms. Sun Najuan, Mr. Li Huawei and Mr. Li Dong as non-independent directors of the 10th Board of directors of the company. The specific voting results are as follows:
current supervisory board. The total number of directors who concurrently serve as senior management personnel of the company and those who are representatives of the employees on the board of directors shall not exceed half of the total number of directors of the company. 13. Review the motion "On the Election of Independent Directors of the 10th Board of Directors of the Company" This meeting adopted the cumulative voting system to elect Ms. Wang Yan, Ms. Li Riyu, Mr. Liu Yuping and Mr. Wen Bo as independent directors of the 10th Board of directors of the company. The term of office is three years from the date of election until the expiration of the term of the current board of directors. The specific voting results are as follows:
1. Law Firm Name: Liaoning Huaxia Law Firm 2. Lawyer's name: Bao Jingxin, Liu Cuimei 3. Concluding Comments: The convening and convening procedures of the general meeting of shareholders of the Company comply with laws, regulations and the Articles of Association; The qualifications of the personnel attending the shareholders' meeting are legal and valid; The voting procedure at the shareholders' meeting is legal and effective; Resolutions adopted by the shareholders' general meeting are legal and valid. VI. Documents for reference 1. Wafangdian Bearing Co., LTD. 2024 annual General Meeting resolution; 2. Liaoning Huaxia Law Firm legal opinion on wafangdian Bearing Co., LTD. 2024 Annual General Meeting of shareholders Notice is hereby given. Wafangdian Bearing Co., LTD May 23, 2025 中财网
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