This article is from: Securities Times
Stock abbreviation: Tile shaft B Stock code: 200706 No. : 2022-02
Wafangdian Bearing Co., LTD
Announcement of the 12th meeting of the eighth Board of Directors
The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or material omissions.
I. The holding of board meetings
1. Time and method of notice of board meeting
The notice of the 12th meeting of the eighth Board of Directors of Wafangdian Bearing Co., Ltd. was sent by written fax on March 23, 2022.
2. Time, place and manner of board meetings
The 12th meeting of the 8th Board of Directors of Wafangdian Bearing Co., Ltd. was held by on-site communication (video conference) at 9:30 a.m. on April 1, 2022 in Conference Room 1004, Office Building of Wafangdian Group.
3. The number of directors who should attend the board meeting and the number of directors who actually attend the meeting
There are 12 directors who should be present and 12 directors actually present.
4. Directors and observers of board meetings
The meeting was presided over by Mr. Liu Jun, chairman of the company. Five supervisors and one senior executive attended the meeting.
5. The meeting of the board of Directors is held in accordance with the Relevant provisions of the Company Law and the Articles of Association
Ii. Review of board meetings
1. Proposals on land purchase and related party transactions;
Voting result: 8 valid votes, 8 in favor, 0 against, 0 abstention.
Related directors Liu Jun, Zhang Xinghai, Chen Jiajun, Sun Najuan withdrew to vote on this motion.
2. Proposals on changes in accounting estimates related to the provision of credit impairment losses of receivables;
Voting result: valid 12 votes, 12 in favor, 0 against, 0 abstention.
3. A bill to increase bank lending;
Voting result: 12 valid votes, 10 in favor, 2 against, 0 abstention.
Tang Yurong and Fang Bo, the directors, voted against the motion. The two directors believed that based on the current financial situation of the company, the focus should be on the improvement of business performance to meet the needs of funds, so as to avoid borrowing new debt to make up for the poor operation quality and the resulting financial and operational risks.
The independent directors of the company expressed their prior approval of motion 1 and their opinions on motion 1, 2 and 3.
For the full text of motions 1 and 2, please refer to the announcement of the designated information disclosure website http://www.cninfo.com.cn.
Iii. Documents for reference
1. Resolution of the 12th meeting of the 8th Board of Directors of Wafangdian Bearing Co., LTD.
2. Opinions of independent directors;
3. Prior approval letter from independent directors.
Notice is hereby given that the
Wafangdian Bearing Co., LTD
The board of directors
April 6, 2022
Stock abbreviation: Tile shaft B Stock code: 200706 No. : 2022-03
Wafangdian Bearing Co., LTD
Announcement of resolution of the tenth meeting of the eighth Board of Supervisors
The Company and all members of the Board of Supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
I. Meetings of the Board of Supervisors
1. Time and method of notice of meeting of the Board of Supervisors
The notice of the tenth meeting of the eighth Board of Supervisors of Wafangdian Bearing Co., Ltd. was sent by written fax on March 23, 2022.
2. Time, place and method of meeting of the Board of Supervisors
The 10th meeting of the 8th Supervisory Committee of Wafangdian Bearing Co., Ltd. will be held at 15:00 on April 1, 2022 in room 1004 of Wafangdian Bearing Group Co., LTD.
3. The number of supervisors who should attend meetings of the Board of Supervisors and the number of supervisors who actually attend meetings.
Five supervisors were supposed to attend the meeting, but there were five.
4. Chairpersons and observers of meetings of the Board of Supervisors
The meeting was presided over by Sun Shicheng, chairman of the board of Supervisors, and the general manager and chief accountant of the company attended the meeting.
5. The meeting of the Board of Supervisors is held in accordance with the Relevant provisions of the Company Law and the Articles of Association.
Ii. Review of meetings of the Board of Supervisors
1. Proposals on land purchase and related party transactions;
Voting result: 5 yes, 0 no, 0 abstentions
2. Proposals on changes in accounting estimates related to the provision of credit impairment losses of receivables;
Voting result: 5 yes, 0 no, 0 abstentions
3. A bill to increase bank lending;
Voting result: 5 yes, 0 no, 0 abstentions.
Iii. Documents for reference
1. Resolution of the tenth meeting of the eighth Board of Supervisors of Wafangdian Bearing Co., LTD.
Notice is hereby given that the
Board of Supervisors wafangdian Bearing Co., LTD
April 6, 2022
Stock abbreviation: Tile shaft B Stock code: 200706 No. : 2022-05
Wafangdian Bearing Co., LTD
Credit impairment losses on receivables
Announcement of changes in accounting estimates
The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or material omissions.
Important Content Tips:
The accounting estimate will be implemented from October 2021.
According to the relevant provisions of the accounting standards for enterprises, the change of accounting estimates will adopt the future applicable method for corresponding accounting treatment, without retroactive adjustment of the previous year, and will not affect the financial statements disclosed by the company.
A summary of the changes in the accounting estimates
(I) The date of change of the accounting estimate
The accounting estimate will be implemented from October 2021.
(ii) Reasons for the change of accounting estimates
According to the relevant provisions of the Accounting Standards for Business Enterprises No. 28 - Accounting Policy, Accounting Estimate change and Error Correction, in order to more accurately measure the receivables in the financial instruments, in line with the principle of prudent operation, effective prevention of operating risks, and strive for accurate financial accounting. By comparing with similar listed companies, our company has a low proportion of old age combination of bad debt provision for receivables. In addition, the "aging migration rate" and "expected credit loss rate" are calculated according to the historical data of "overdue days", and the ratio of bad debt provision based on the combination of aging accounts receivable of our company needs to be improved. Therefore, in accordance with the Accounting Standards for Business Enterprises and in combination with the actual situation of the company, the company changes the accounting estimate of receivables.
Second, the specific situation of the change of accounting estimates
(1) Accounting estimate of allowance for bad debts of receivables adopted before the change
1. Assess overdue credit loss provision on a single item basis: When it is no longer reasonably expected to recover all or part of the cash flow of the account, the Company directly writes down the book balance of the account.
2. Calculation of expected credit losses based on combination of credit risk characteristics:
Aging combination, based on all reasonable and evidence-based information, including forward-looking information, to estimate bad accounts receivable by aging;
In principle, no provision for bad debts shall be made for the combination of related parties, unless there is clear evidence that it is really impossible to recover all or part of the funds;
No provision for bad debts shall be made for a risk-free portfolio.
Proportion of credit impairment loss set aside for receivables based on aging combination
s
Credit impairment losses on notes receivable and contract assets shall be calculated according to the aging ratio of accounts receivable.
(2) accounting estimate of allowance for bad debts of receivables adopted after the change
1. Assess overdue credit loss provision on a single item basis: When it is no longer reasonably expected to recover all or part of the cash flow of the account, the Company directly writes down the book balance of the account.
2. Calculation of expected credit losses based on combination of credit risk characteristics:
Aging combination, based on all reasonable and evidence-based information, including forward-looking information, to estimate bad accounts receivable by aging;
In principle, no provision for bad debts shall be made for the combination of related parties, unless there is clear evidence that it is really impossible to recover all or part of the funds;
No provision for bad debts shall be made for a risk-free portfolio.
Proportion of credit impairment loss set aside for receivables based on aging combination
s
Iii. The impact of the change in accounting estimates on the company
According to the relevant provisions of the Accounting Standards for Business Enterprises No. 28 - Accounting Policies, changes in accounting estimates and Correction of errors, this change in accounting estimates adopts the future applicable method for accounting treatment, without retrospective adjustment, does not involve changes in the company's business scope, and does not affect the company's previous financial conditions and operating results.
The impact of the change in the accounting estimate on the audited net profit of the most recent fiscal year or the audited owners' equity of the most recent fiscal year does not exceed 50%, and the change in the accounting estimate does not need to be submitted to the general meeting of shareholders for consideration.
Iv. Opinions of the Board of Directors
Company according to the accounting standards for enterprises no. 28 - accounting policies and accounting estimate change and error correction, the relevant provisions of the company accounts receivable credit impairment losses within the accounting estimate change, change after accounting estimates can be more objective and fair to reflect the company's financial position and operating results, in line with the interests of the company as a whole, It is helpful to provide investors with more real, reliable and accurate accounting information without harming the interests of the company and all shareholders, especially minority shareholders.
V. Opinions of independent directors
The company's accounting estimate changes are based on sufficient basis, the decision-making procedures are standardized, in line with the Accounting Standards for Business Enterprises No. 28 - Accounting Policy, Accounting Estimate changes and Error Correction and the provisions of the company's relevant systems, can more accurately carry out follow-up measurement of the receivables in the financial instruments, can more effectively prevent operational risks, It can reflect the company's financial position, asset value and operating results more fairly, which is in line with the overall interests of the company and helps to provide investors with more real, reliable and accurate accounting information, without harming the interests of the company and all shareholders, especially minority shareholders.
Vi. Opinions of the Board of Supervisors
The accounting estimates that changes made on the basis of fully, decision-making process specification, conform to the accounting standards for enterprises no. 28 the accounting policies and accounting estimate change and error correction, and the provisions of the company related system can more effectively guard against operational risks, more fair to reflect the company's financial situation, asset value and operating results, conform to the interests of the company as a whole.
Vii. Documents for reference
1. Resolution of the 12th meeting of the 8th Board of Directors of Wafangdian Bearing Co., LTD.
2. Resolution of the tenth meeting of the eighth Board of Supervisors of Wafangdian Bearing Co., LTD.
3. Opinions of independent directors;
Wafangdian Bearing Co., LTD
The board of directors
April 6, 2022
Stock abbreviation: Tile shaft B Stock code: 200706 No. : 2022-04
Wafangdian Bearing Co., LTD
Notice on purchase of land and Related Party Transactions
The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or material omissions.
I. Transaction Overview
1. Historical background
This year, Wafangdian municipal government gradually carried out the special action of "difficulty in obtaining certificates" for industrial enterprises, requiring enterprises to sort out the problems of no certificates and formalities in the land use and real estate construction in Wafangdian area, and the government gave centralized solutions. When dealing with immovable property to register, ask land droit and building droit person must be consistent.
2. General situation of the land to be purchased
The land involved in this purchase was formerly owned by Wafangdian Bearing Power Co., LTD. (hereinafter referred to as "Power Company"), a subsidiary of Wafangdian Bearing Group Co., LTD. (hereinafter referred to as "Wafangdian Bearing Power Company"), the largest shareholder of the Company, and was occupied by the railway truck Branch of the company (the former Seventh Finished product branch factory) during the expansion. So the land is only a small part of the total land, the rest is owned by the company, and the property is also owned by the company. In order to ensure the integrity of the company's assets, it is planned to purchase the assets at the appraised price of 1.269 million yuan, so as to achieve the purpose of unifying the ownership of land and plant, so as to facilitate the application of real estate registration certificate.
3. The other party of this transaction is a wholly-owned subsidiary of Waxao Group, the largest shareholder of the Company, so the purchase of assets constitutes a related transaction.
4. The related party transaction was reviewed and unanimously approved by the 12th meeting of the 8th Board of Directors and the 10th meeting of the 8th Board of Supervisors of the Company. The related directors Liu Jun, Zhang Xinghai, Chen Jiajun and Sun Nanjuan withdrew from the discussion of this matter, and the other 8 directors voted for the matter without any negative vote or abstention.
The independent director of the company issued the "Independent director's prior approval letter" and "Independent director's opinion" on this matter.
5. According to the "stock listing rules" article 6.3.7, in addition to the rules of the circumstances specified in article 6.3.13 (for associates provide guarantee of listed company), the listed company with associates to clinch a deal amount more than $thirty million, and the absolute values of the listed company's latest audited net assets of more than 5%, and submitted to the shareholders meeting shall timely disclosure, In accordance with Article 6.1.6 of these Rules, an intermediary institution with securities and futures business qualifications shall be employed to evaluate or audit the subject matter of the transaction and submit the transaction to the general meeting of shareholders for deliberation. The amount of the related party transaction is 0.156% of the audited net assets of the company in the latest period, and does not constitute a "transaction to be submitted to the shareholders' meeting for review".
6. This transaction does not constitute a material asset reorganization as stipulated in the Measures for the Administration of Major Reorganization of Listed Companies.
Ii. Introduction of the subject matter of the transaction
(I) Land (Wafangdian Bearing Power Co., LTD.)
Unit:
s
Third, the counterparty situation
1. Basic information
Name: Wafangdian Bearing Power Co. LTD
Address: Section 1, Beijie Street, Wafangdian city, Liaoning Province
Nature of enterprise: Limited liability company
Registration place: Wafangdian City, Liaoning Province
Main office location: Section 1, Beijie Street, Wafangdian city, Liaoning Province
Legal representative: Li Jian
Registered capital: 283,396,700 yuan
Main business: universal joint manufacturing and sales; Manufacturing and marketing of industrial steam, electricity, wind, water and heating; Design and installation of power, communication and transmission pipelines; The transfer of civil water and electricity supply; The enterprise's assets lease, related equipment purchase and sale business, by-product sales; Air compressor equipment maintenance, installation; Maintenance and installation of mechanical and electrical equipment; High and low voltage electrical components, complete sets of electrical equipment, electrical control equipment, machine tools, instrumentation, cabinet electrical equipment manufacturing, installation and sales; Wire and cable laying and sales; Transformer equipment testing; Insulation equipment testing; Gas cylinder inspection and filling; Mechanical and electrical installation engineering construction; Construction engineering construction; Landscaping engineering construction, garbage removal, cleaning.
2. Latest audited financial position (unaudited in 2021) : Total assets RMB 100.54 million; Net assets: RMB 41.27 million; Operating income: 97.62 million yuan; Net profit: 5.91 million yuan.
3. Wafangdian Bearing Power Co., Ltd. is not the person subject to enforcement for trust-breaking.
Iv. Pricing policy and basis
Liaoning Zhonghua Asset Appraisal Co., Ltd. was hired by the company to evaluate the land and issue the asset appraisal report "Zhonghua Appraisal Report [2021] No. 64". The original book value of the assessed assets is 1,335,200 yuan, and the net book value is 833,000 yuan. The market value of the assessed objects is 1,269,000 yuan on August 9, 2021, the base date of evaluation. The parties agree to trade at the assessed value.
V. Main contents of the Transaction Agreement
Party A: Wafangdian Bearing Power Co., LTD. (hereinafter referred to as Party A)
Party B: Wafangdian Bearing Co., LTD. (hereinafter referred to as Party B)
1. Transaction consideration, payment method and term
Both parties agree that Party B shall pay Party A 1,269,000 Yuan according to the evaluation value in the above evaluation report.
Both parties agree that Party A shall pay the transaction price specified in Article 2 of this Agreement to Party A in the form of currency and banker's acceptance within one year after party A completes the alteration of real estate registration and delivers the property to Party B.
2. Delivery of the subject matter.
(1) Both parties agree that the delivery date of the land sold by Party A to Party B shall be determined within 10 days after the completion of the alteration of the real estate registration of the assets. After the agreement is signed, both parties shall immediately handle the registration and transfer procedures of relevant real estate changes, which shall be completed within three months after the approval of the board of Directors.
(2) Party A shall deliver the subject matter hereunder to Party B prior to the delivery date agreed herein, and both parties shall handle relevant handover procedures.
3. Other matters
(1) There is no mortgage, pledge or other third party rights of the relevant assets in the transaction, no major disputes, litigation or arbitration matters related to the relevant assets, and no judicial measures such as sealing up and freezing;
(2) In accordance with relevant laws and regulations, departmental rules, stock Listing Rules of the Shenzhen Stock Exchange and other provisions, the relevant targets will be evaluated by the appraisal agency with the qualification of executing securities and futures related business.
(3) Related transactions arising from asset transactions shall be carried out in a standardized manner by signing a related transaction agreement between the two parties.
Six, the impact of the transaction on the company
1. This asset transaction helps to further straighten out the ownership relationship of assets and solve the problem of different ownership of plant and land.
2. All expenses incurred in connection with this transaction shall be borne by both parties according to relevant laws and regulations.
Vii. Prior approval and opinions of independent directors
The independent director of the company issued the "Independent director's prior approval letter" and "Independent director's opinion" on this matter.
The independent director checked the company's proposed transaction in advance and believed that the transaction was conducted in accordance with the evaluation results of the third-party evaluation agency, which was fair and objective. The company shall operate in strict accordance with relevant review procedures and shall not harm the interests of the Company and minority shareholders.
Viii. Documents for reference
1. Resolution of the 12th meeting of the 8th Board of Directors of Wafangdian Bearing Co., LTD.
2. The independent director's prior approval letter and the independent director's opinion;
3. Resolution of the tenth meeting of the eighth Board of Supervisors of Wafangdian Bearing Co., LTD.
4. Agreement;
5. Evaluation report;
6. An overview of the trading of the listed company;
Wafangdian Bearing Co., LTD
The board of directors
April 6, 2022
Post time: Apr-07-2022