Stock Code: 000530; 200530 No: 2015-032
Short Form of the Stock: Daleng Gufen; Daleng B
Dalian Refrigeration Co., Ltd.
Public Notice on Related Transaction of Equity Transfer of
Dalian Sanyo High-Efficient Refrigeration System Co., Ltd.
Dalian Refrigeration Co., Ltd. (the “Company”) and its whole members of Board of Directors ensure that the public notice is real, accurate and complete, and there are no any important omissions, fictitious statements or serious misleading carried in this notice.
I. Introduction of related transaction
1. General information
Dalian Sanyo High-Efficient Refrigeration System Co., Ltd.(“Sanyo High-Efficient”) is founded jointly by Dalian Refrigeration Co., Ltd. (“The company”), Sanyo Electric Co., Ltd. (“Sanyo Electric”), Panasonic Refrigeration (Dalian) Co., Ltd(Panasonic
Refrigeration )and Panasonic Cold-Chain (Dalian) Co., Ltd.( Panasonic Cold-Chain).
Sanyo High-Efficient owns registered capital of RMB 80 million, mainly engaged
in the manufacture,sales and maintenance services of the heat ex-changer applied to
refrigerated machine and air conditioner,
the related components of the heat ex-changer and the related parts of the connecting
pipe.The Company holds 25 percent equity of Sanyo High-Efficient, The Sanyo
Electric holds 30 percent equity of Sanyo High-Efficient, Panasonic Refrigeration
holds 25 percent equity of Sanyo High-Efficient while 20 percent held by Panasonic
Cold-Chain.
The Company plans to enter into Equity Transfer Contract with Sanyo Electric according to the need of resources integration in enterprise and the heat exchanger business development, 30 percent equity of Sanyo High-Efficient held by Sanyo Electric will transfer to the Company.
2. Sanyo Electric held 9.72 percent equity of the company, and is the related legal person of the Company, therefore the above said transaction constitutes related transaction.
3. The
17th
Meeting of
6th
Session of the Board held on 4 June 2015 was deliberated the above said related transaction with voting results of 7 votes in favor, 0 vote against and 0 vote waived passed. Related director Kobayashi Noriaki and Kijima Tadatoshi are avoiding the votes. Independent directors show prior approval for the above mentioned related transaction and air independent opinions.
4. The related transaction did not constitute material assets reorganization regulated in “Management Method of Material Assets Reorganization for Listed Company”, no need to approve by Shareholders General Meeting.
II. General information of related party
1. Related party
Name of enterprise: Sanyo Electric Co., Ltd.
Enterprise Nature: Overseas enterprise (Japan)
Registration location: 5-5, Keihan-Hondori 2-Chome, Moriguchi City, Osaka, Japan Legal representative: Mr. Masato Ito
Registered capital: JPY322,242,319,083
Serial of business license: 1200-01-155854
Business scope: electricity, communication, electronics and etc.
Main shareholders:100% equity holds by Panasonic Electric Industrial Co., Ltd.
2. History of related party and development of main business in latest years
Sanyo Electric. is one of the electro-mechanical manufactures in Japan and also is the main joint venture partner of The company. Sanyo Electric was listed in Tokyo Stock Exchange. And since April 2011, and ceases listing for being wholly-owned subsidiary of Panasonic Electric Industrial Co., Ltd.
3. Relationship between the Company and relate party
Sanyo Electric held9.72% equity of The company, and is the related legal person of The company.
III. Particular about object of related transaction
1. Transaction object
Transaction object: 30 percent equity of Sanyo High-Efficient held by Sanyo Electric Main shareholder of Sanyo High-Efficient and shareholding proportion respectively: Sanyo Electric(30% held), the Company(25% held), Panasonic Refrigeration(25% held). and Panasonic Cold-Chain(20% held)
Enterprise Nature of Bingshan Sales: Limited Liability
Registration location: No. 88-1, Tieshanwest Street, Economic and technological development Area, Dalian City.
Establish time:10 July 2006
Legal representative: Wang Jian
Registered capital: RMB 80 million
Serial of business license: 210241400000332
Business scope: manufacture, sales and maintenance services of the heat ex-changer applied to refrigerated machine and air conditioner and the related parts of the connecting pipe.
2. Financial data in latest one year and latest period of Sanyo High-Efficient (Unit: RMB Yuan)
||||
|-|-|-|
||March 2015|2014|
|Total assets|115,976,851.11|113,426,866.51|
|Total liability|25,789,083.44|23,448,903.38|
|Total account receivable|26,995,607.47|31,802,564.30|
|Owners equity attributable to parent company|90,187,767.67|89,977,963.13|
|Business revenue|24,324,345.62|130,726,160.48|
|Business profit|91,282.88|1,933,564.32|

||||
|-|-|-|
|Net profit attributable to owner of parent company|139,804.54|1,949,087.99|
|Net cash flow arising from operation activities|461,578.17|1,483,332.65|

 For the above said data, financial data of 2014 was audited while data for March 2015 un-audited.
3. Ownership of transaction object
The transaction object has no mortgage, pledge occurred or other thirdparty’s right; has no material disputes, lawsuits or arbitration involved; and has no judicial measure of seal up and frozen either.
No non-operational capital occupation, guarantee, entrust financing and others between Sanyo High-Efficient and the Company.
IV. Pricing policy and basis of pricing
As for the equity transfer, pricing benchmarks based on the net asset which was audited by the third-party audit institution up to 31 December 2014.After the company and Sanyo Electric evaluate bargaining again will be defined.
V. Main content of equity transfer contract plans to enter into
1. Volume of transactions: RMB 26,993,388.94 million
2. Payment and deadline: Sanyo Electric should issue the payroll requisition to the Company in 30 days after acquire the new business license. Then the company will pay the transfer price a one-time payment in money terms in 50 days.
3. Enter-into-force conditions and times: take effect only after signed and sealed by two parties, and approval by the Chinese government for approval.
VI. Other arrangement with related transaction concerned
The equity transfer did not involve personnel placement. no horizontal competition either.
As the Sanyo High-Efficient provides the heat ex-changer for thecompany’s affiliated company Panasonic Refrigeration and Panasonic Cold-Chain for a long-term. After the equity transfer, the Sanyo High-Efficient will become the subsidiary of the Company. The trading between Sanyo High-Efficient with Panasonic Refrigeration and Panasonic Cold-Chain become the daily related transactions of the company. Associated transactions of this Company with the associated parties are necessary for normal production and will confirmed by signing economic contracts. The methods of pricing and settling accounts are based on the market prices, and having no harm to the interests of the Company and of the shareholders.
VII. Purpose of transaction and impact on listed company
With need of internal resource integration and the heat ex-changer career development, The Company plans to transferee 30 percent equity from Sanyo High-Efficient, this will make the Sanyo High-Efficient from the affiliated company accounted by equity method change to be subsidiary of the company, bring it into the company consolidated statement scope.
Through the equity integration, the Sanyo High-Efficient will expand the product type,
increase the technical strength, and promote internal management. On the basis of
strengthen the internal heat ex-changer matching, to develop external market effectively, improve profitability and sustainable development. Thereby, bring good investment returns to the company.
VIII. Total amount of vary related transactions incurred accumulatively with affiliated person from the year beginning to the disclosure date
No other related transactions incurred between the Company and Sanyo Electric from year beginning of 2015 to the disclosure date.
IX. Prior approval and independent opinions from independent director
Independent directors of the Company show prior approval for the proposal dated 27 May 2015 and agree to submit for deliberation in
17th
Meeting of
6th
Session of the Board. They believed that the related transaction is fair without interest of Company and minority shareholders violated, and benefit the business development of the Company and resources integration in enterprise; voting procedure of this related transaction was legally and related director avoiding the vote and was in full accord for the transaction.
X. Documents available for reference
1. Resolution of
17th
Meeting of
6th
Session of the Board;
2. Independentdirectors’ opinion.
Board of Directors of
Dalian Refrigeration Co., Ltd.