Stock Code: 000530; 200530 No: 2014-027
Short Form of the Stock: Daleng Gufen; Daleng B
Dalian Refrigeration Co., Ltd.
Related Transaction of Funded Bingshan Technical Service (Dalian) 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
According to the business development and innovation needs for business model, Dalian Refrigeration Co., Ltd. (“the Company”) and Dalian Bingshan Engineering& Trading Co., Ltd. ("Bingshan Engineering& Trading ") plans to fund the Bingshan Technical Service (Dalian ) Co., Ltd., (“Bingshan Service”). Bingshan Service owns registered capital of RMB 20 million. The Company contributes RMB 12 million in cash with 60 percent equity of Bingshan Service hold; Bingshan Engineering& Trading invests RMB 8 million in cash with 40 percent equity hold.
2. Bingshan Engineering& Trading is the controlling subsidiary of Dalian Bingshan Group Co., Ltd.(“Bingshan Group”) -- the first majority shareholder of the Company, the transaction constitutes a related transaction.
3. The
12th
Meeting of
6th
Session of the Board held on 21 October 2014 was deliberated the above said related transaction with voting results of 6 votes in favor, 0 vote against and 0 vote waived passed. Related director Ji Zhijian, Xu Junrao 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: Dalian Bingshan Engineering& Trading Co., Ltd.
Enterprise Nature: Other limited liability Corporations
Registration location: No. 888, Xinan Rd., Shahekou District, Dalian City
Legal representative: Fan Wen
Registered capital: RMB 30 million
Serial of business license: 210200000240896
Business scope: import and export of cargo and technology, domestic general trading (projects prohibited by laws and regulations except; items restricted by laws and regulations shall operates after license obtained); mechanical and electrical equipment installation (operate with professional business cards).
Main shareholders: Bingshan Group holds76% while the Company holds24%
2. Operation revenue and net profit of the related party in latest fiscal year (2013)
Operation revenue: RMB 177.87 million
Net profit: RMB 5.5 million
3. Net assets of the related party in latest accounting period-end (End of 2013)
Net assets: RMB 54.74 million
Note: The above data has been audited.
4. Relationship between the Company and related party
Bingshan Engineering& Trading is the controlling subsidiary of Bingshan Group– the first majority shareholder of the Company.
III. Transaction target
1. Ways of investment
As the shareholder of Bingshan Service, the Company and Bingshan Engineering& Trading contributes in cash with self-owned capital.
2. Target enterprise
Bingshan Service mainly engaged in technical consultation, repair and maintenance service for complete sets of refrigeration and air-conditioning equipment; development, consultation and popularization service for energy saving and safety technologies; energy management contracting; refrigeration equipment leasing; and sale of electromechanical equipment parts.
The Company holds 60 percent equity of Bingshan Service while 40 percent held by Bingshan Engineering& Trading.
IV. Main content of the investment agreement plans to singe
1. Investment amount: RMB 20 million, including RMB 12 million contribute by the Company and RMB 8 million invest from Bingshan Engineering& Trading.
2. Payment: Both sides of the shareholders contribute by currency according to the equity proportion held.
3. Entry-into-force conditions and time in force: the contract comes into effect while both contracting parties sign and seal.
V. Other arrangement with related transaction concerned
The equity transfer did not involve personnel placement. No related transaction occurred after transaction completed and has no horizontal competition either.
VI. Purpose of transaction and impact on listed company
Embrace the idea of value management and according to the business development and innovation needs for business model, the Company plans to fund a controlling subsidiary-Bingshan Technical Service (Dalian ) Co., Ltd., with purpose of offering specialized service to the clients and creating values for the clients.
The establishment of Bingshan Service, isolated the after-sale service, maintenance service, security& energy conservation service and component service from current business of the Company for operation independently, will systematically improve the service mechanism, and satisfy competing needs in future market.
The Company will invest by self-owned fund in the contribution.
VII. Total amount of vary related transactions incurred accumulatively with affiliated person from the year beginning to the disclosure date
From beginning of the year 2014 to disclosure date, the total cumulative amounting with vary related transaction concerned occurred between the Company and Bingshan Engineering& Trading was RMB 78.53 million.
VIII. Prior approval and independent opinions from independent director
Independent directors of the Company show prior approval for the proposal dated 15 October 2014 and agree to submit for deliberation in
12th
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.
IX. Documents available for reference
1. Resolution of
12th
Meeting of
6th
Session of the Board;
2. Independentdirectors’ opinion.
Board of Directors of
Dalian Refrigeration Co., Ltd.