Wafangdian Bearing Company Limited Notice of Assets Put up for Sale Plan
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Stock Name: Wazhou B Stock Code: 200706 No.: 2014-37 Wafangdian Bearing Company Limited Notice of Assets Put Up for Sale Plan Important: The Company plans to transfer houses of Shenyang Agency and Harbin Agency, subordinate of the Company, through open listing. Assets sales with a clearly established ownership without significant legal impediment occurred during implementation. Sales of the assets did not constitute major assets restructuring. Sales of the assets need approval from general meeting. I. Overview The Company plans to transfer houses of Shenyang Agency and Harbin Agency, subordinate of the Company, through open listing with base price no less favorable than 19.5621 million Yuan and 6.6550 million Yuan respectively. The Company has rights legally to own the above mentioned assets, which has a clear ownership without other rights of mortgage etc., and without major unfinished lawsuits, attribution and external guarantee either. The Company unknown whether affiliated person of the Company will act as the transferee in assets transfer during open listing, and related deliberation procedures and information disclosure business with related transaction concerned will re-implement by the Company if there is a related transaction occurred during open listing. Sales of the assets did not constitute material assets restructuring regulated in Administrative Measures for the Material Asset Reorganizations of Listed Companies. The first extraordinary meeting of the Board 2014 held on 3 November 2014 for deliberated and approved Proposal of Assets Put Up for Sale Plan. Agreed independent advice was released by independent directors of the Company. Board of the Company considers that sales of the assets aims at clear up idle fixed assets of the Company and benefit long-term development of the Company. Sales of the assets have been evaluated by assessment agency-with futures and securities practice qualification. And transaction carry through open listing with a reasonable and open pricing, qualify interest of the Company and whole shareholders without interest of the Company and minority shareholders been injured. The transaction still uncertainty and earnings will impact a lot on performance of the Company if sales completed. II. Counterparty Sales of the assets are up for sale during open listing in Equity Exchange, transfee and price are up on the air, and there is no transfer agreement and letter of intent been signed. III. Object of transaction 1. General information (1) House of Shengyang Agency: located in No.52, Daxi Road, Shenghe District, Shengyang City. Owns built-up area of 1185.58 M2 and with assessed value of 19.5621 million Yuan. (2) House of Harbin Agency: located in No.155, Jingyu Nanshidao Street, Daowai District, Harbin City. Owns built-up area of 811.58 M2 and with assessed value of 6.6550 million Yuan 2. Assessment The Appraisal Report on Part of Real Estate Project Transfer under the name of Wafangdian Bearing Co., Ltd.(CEA Ping Bao Zi [2014] No.3400) was issued by China Enterprise Appraisals Co., Ltd.,. Main contents as: (1) Base date: 30 April 2014 (2) Appraisal procedure: market approach Stock Name: Wazhou B Stock Code: 200706 No.: 2014-37 (3) Summary sheet of assessment result Summary sheet of assets assessment result Base date: 2014-4-30 In RMB/CNY Appraisal Increase/decre Book value Gradient Assets value ased in value A B C=A-B D=C/A*100 House of Shengyang 1,625,101.63 19,562,100.00 17,936,998.37 1,103.75 Agency House of Harbin Agency 511,644.58 6,655,000.00 6,143,355.42 1,200.71 (4) Evaluation process Evaluation process: ①Accept a commission The Company comes to terms with entrusting party in aspect of purpose of appraisals, evaluation target, evaluation range, base date as well as all parties’ obligation and rights, further more, work out corresponding appraisal plan with entrusting party. ②Assets verification Appraiser carried out necessary verify on target assets. Evaluators direct financial and assets manager of the property holders for self-owned inspection of assets, in line with the Assets Appraisal Requisition provide from appraisal organ, requirements and information lists, assets included in appraisal range should be fill in detail and clear, meanwhile, collect relevant documents of property certificates. ③Assessment calculation Concerning vary assets, evaluators according to the evaluation method to analyze, calculate and judge the enterprise and parameter that choose, and formulate a preliminary assessment conclusion. Project leader summarizing and writing a draft of assessment report according to the preliminary assessment conclusion. ④Internal audit and report issued According to Regulations of Assets Appraisal Business Process, project leader presenting a preview of an assessment after first review completed and submit for examination in the Company. After internal examination complete, carried out exposure draft of the assessment report seeking for opinions from client, and written the formal draft of assessment report to the entrusting party after reasonable adjustment subject to feedback. (5)Value-added assessment Assets in assessment range that evaluated on base date under the name of Wafangdian Bearing Co., Ltd. amounting to 2.1367 million Yuan in book value, assessed value amounting to 26.2171 million Yuan, appreciation volume counted as 24.0804 million Yuan and value-added ratio was 1126.96%. 3. Pricing of target Selling price is no less favorable than base price of 19.5621 million Yuan and 6.6550 million Yuan respectively for the two houses. 4. Listing of property-rights exchange center The assets will list for sale in Dalian Property Rights Exchange and complete transaction procedures. However the transaction still uncertainty. 5. Payment of the price The assets sale in one-off payment Stock Name: Wazhou B Stock Code: 200706 No.: 2014-37 IV. Purpose of assets sale and impact on the listed company Sales of the assets are aiming at dispose idle assets of the Company. The assets are transfer for sale in property right exchange through open listing; the transaction meets fair value principle and requires the whole interest of the Company and long-term development of the shareholders. Earnings from sales of the assets shows great impact on performance of the Company, after transaction complete, the Company will increase approximately earnings of 24.0804 million Yuan if deal on the base price. However the transaction still uncertainty. V. Documents available for reference 1. Resolution of first extraordinary board meeting 2014 of Wafangdian Bearing Co., Ltd.; 2. Independent director’s opinion; 3. Assets Evaluation Report Board of Director of Wafangdian Bearing Co., Ltd. 4 November 2014 .