• Abstract and Figures
• Public Full-text

Short title:WaZhou B Code：200706 No.: 2013-16 Wafangdian Bearing Company Limited Supplement Notice on debt restructuring of subsidiary in 2012 Our company, the whole members of the board of directors and top managements ensured the truth, accuracy, completeness, no false record, misleading statement and fatal omit of the announcement. I. Debt restructuring overview i. Liaoyang State-owned Assets Management Company entered into the Obligation Buyback Agreement with ZWZ Liaoyang Bearing Manufacturing Co., Ltd. (hereinafter refered to as“Liaozhou Company”), the wholly-owned subsidiary of the Company, on 28th December 2012. Concerning the principal and interest 25.1715 million yuan owe to Liaoyang State-owned Assets Management Limited Liability Company (hereinafter refered to as“Liaoyang State-owned Assets Management Company”) by Liaozhou, reached a restructuring agreement with principal of 13.5902 million yuan. The transaction consist no related transaction, and no need to approve in Shareholders’ General Meeting. ii. The debt restructuring was deliberated and approved by 2nd extraordinary Board Meeting 2013 of the Company, 12 directors (including 4 independent directors) of the Company were unanimous in approving the item. Board of the Company consider that: through “packing finance”, the Agreement solve the presenting overdue loans of Liaozhou Company efficiently, lower operation burden of Liaozhou Company which comply with relevant regulations and Article of Association, meanwhile, benefit a lot in long-term development and protect interest of the whole shareholders of Liaozhou Company. Debt restructuring will come into effect while the Obligation Buyback Agreement signed between the two parties of debt restructuring immediately. The event consist no material assets restructuring. iii. Implementation of this debt restructuring has no other un-finished procedures or major legal obstacles. II. Counterpart of debt restricting i. Counterpart: Liaoyang State-owned Assets Management Company; Address: No.68, Minzhu Rd., Baita District, Liaoyang City; Responsible person: GaoTinghui; Economic nature: Solely state-owned; Register capital: 10 million yuan; Main business: operation of state-owned assets; 1 Short title:WaZhou B Code：200706 No.: 2013-16 Operation term: 20-year ii. Main financial date in latest one year The Operation revenue in 2012 is 153000 Yuan; Net profit: 110000 yuan; at then end of December 31,2012 the total assets is 555.29 million Yuan; net assets: 12.86 million yuan. iii. Counterpart of the debt restructuring has no relationship with the listed company as well as top ten shareholders of the listed company in aspect of property right, business, assets, claims, liability and personnel; and has no other relationship with benefit inclined that probably occurred or has occurred to counterpart from the listed company either. III. Plan of debt restructuring i. Debt Liaozhou Company entered into a loan contract of circulating fund with Liaoyang branch of ICBC with one-year term from 21st August 2001 to 16th August 2002, loan amounting to 13.5902 million yuan, annual interest rate was 5.31%. The loans shift to Dalian Office of Greatwall Assets Management Corporation (hereinafter refered to as“Greatwall Company”) in July 2005 due to overdue. Principal and interest of the above mentioned debt 25.1715 million yuan in total (including 13.5902 million yuan principal) has been transferred to Liaoyang State-owned Assets Management Company on 16th October 2012. The liability of Liaozhou Company recognized in book amounting as 13.5902 million yuan,and the interest payable is not affirmed. ii. Main content of plan of debt restructuring Liaozhou Company still owes 13,590,235.14 Yuan to Liaoyang State-owned Assets Management Company; book of the company has loan principal record, and the interest payable is not affirmed. Being agreed by two parties, after principal and interest of 3.824 million yuan paid off in one time to Liaoyang State-owned Assets Management Company by Liaozhou Company, rests of the debts are exempted in total. On 30th December 2012, principal and interest of 3.824 million yuan was paid to Liaoyang State-owned Assets Management Company from Liaozhou Company, and 9.7662 million yuan was recognized as gains from debt restricting. IV. Main content of debt restructuring agreement i. Obligation Buyback Agreement Liaozhou Company entered into the Obligation Buyback Agreement with Liaoyang State-owned Assets Management Company, principal and interest of 3.824 million yuan was paid by Liaozhou Company by check on 30th December 2012, the Agreement will come into effect immediately while fully funded and rests of the principal and interest are exempted in total. Except for the above clause, the Agreement contains no additive terms or reservation clause in any form. 2 Short title:WaZhou B Code：200706 No.: 2013-16 ii. The trading has no pricing for assets appraisal of relevant subjects involved. V. Other arrangement for debt restructuring The debt restructuring has no personnel placement and land leasing involved, and no related transaction or horizontal competitions that probably arise after trading either. VI. Impact on the Company from debt restructuring i. The debt restructuring solve the overdue loans of Liaozhou Company efficiently and contributes to the long-term development of Liaozhou Company. The exempted principal and interest 9.7662 million yuan was reckoned into the gains/losses of 2012, which was 10% more of the net profit 60,526,329.15 yuan that audited for year of 2011. ii. For this debt restructuring, there are no incurred obligation from other party for the listed company involved. VII. Documents available for reference i. Resolution of 2nd extraordinary Board Meeting 2013 ii. Obligation Buyback Agreement We apologize for any inconvenience caused from the above affairs and we will strengthen and standardized information disclosure management in order to prevent the similar events occurred. Board of director of Wafangdian bearing Co., Ltd June 25，2013 3 .

Load more

  3

Copy Link