Stock Code: 000530; 200530 Short Form of the Stock: Daleng Gufen; Daleng B; No: 2015-025
Dalian Refrigeration Co., Ltd.
Public Notice on Not Having Actual Controller
Important:
The Company and the whole members of Board of Directors of Dalian Refrigeration Co., Ltd. hereby confirm that there are no any important omissions, fictitious statements or serious misleading carried in this report.
According to the actual situation of Dalian Refrigeration Co., Ltd. (“the Company”), and compared with the related laws and regulations including Company Law ofPeople’s Republic of China (“Company Law”), Management Regulation on Listing Company Acquisition (“Management Regulation”), and Stock Listing Rules of Shenzhen Stock Exchange (“Listing Rules”), the Companydoesn’t have actual controller. The related details are as follows:
I. The controlling shareholder of the Company is Dalian Bingshan Group Co., Ltd.
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|Dalian Bingshan Group Co., Ltd. (“Bingshan Group”) held 21.34% shares of the|
|Company, and was the largest shareholder of the Company. For the more|
|decentralized equity structure, although the shares held by Bingshan Group didn’t|
|exceed 50%, but exceeded the sum of shares held by second to tenth major|
|shareholders of the Company. Bingshan Group could make a significant impact to the|
|resolution of shareholders’ general meeting of the Company, thus belong to the|
|controlling shareholder defined by Company Law and Listing Rules, which was|
|defined as the shareholder that may make a significant impact to the resolution of|
|shareholders’ general meeting based on the shares it held. Thus, Bingshan Group is|
|the controlling shareholder of the Company, and owns the control right of the|
|Company.|

II. Bingshan Groupdoesn’t have controlling shareholder
(I) The equity ratio held by the shareholders of Bingshan Groupdidn’t conform to standards of controlling shareholder regulated by relevant laws, regulations and regulatory documents.
The equity structure of Bingshan Group was as follow:
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||Name of shareholder||Equity ratio|
|Sanyo Electric Co., Ltd.||30%||
|Dalian Equipment Manufacturing Investment Co., Ltd.||25%||
|Dalian State-owned Assets Operation Co., Ltd.||5%||

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|-|-|
|Dayang Co., Ltd.|15%|
|Yida Group Co., Ltd.|15%|
|Dalian Zhonghuida Cryogenic Technology Co., Ltd.|10%|

Among the shareholders of Bingshan Group, Dalian State-owned Assets Operation
Co., Ltd. was the wholly owned subsidiary of Dalian Equipment Manufacturing
Investment Co., Ltd., and held30% equity of Bingshan Group totally. Dalian
Equipment Manufacturing Investment Co., Ltd. was a state owned exclusive
investment company owned by Dalian municipalpeople’s government of SASAC.
The other shareholders of Bingshan Groupdidn’t exist associated relationship
produced by investment relations, agreements or other arrangements.
Sanyo Electric Co., Ltd. held30% voting right of Bingshan Group. Dalian municipalpeople’s government of SASAC held30% voting right of Bingshan Group through Dalian Equipment Manufacturing Investment Co., Ltd. and Dalian State-owned Assets Operation Co., Ltd. Dayang Co., Ltd., Yida Group Co., Ltd., and Dalian Zhonghuida Cryogenic Technology Co., Ltd. held15%,15%, and10% voting right of Bingshan Group separately. Due to Bingshan Group was a company with limited liability, and shareholders were fewer in number, and each shareholder's capital contribution ratio approached, thus any shareholdercouldn’t have a significant impact on the decision of Bingshan Group according to their contribution to investment.
(II) According to the situation of directors appointment and board meeting rules of Bingshan Group, Bingshan Groupdoesn’t have controlling shareholder.
Bingshan Group was a chinese-foreign joint venture, and its highest authority was board of directors. The board of directors of Bingshan Group had 9 directors, among which 3 directors were appointed by Sanyo Electric Co., Ltd., 3 directors were appointed by Dalian Equipment Manufacturing Investment Co., Ltd. and Dalian State-owned Assets Operation Co., Ltd., and other 3 directors were appointed by other three shareholders separately. Each shareholder was unable to decide the more than half board member selection, and unable to control the decision of board of directors of Bingshan Group. Thus, Bingshan Groupdoesn’t have controlling shareholder.
III. Bingshan Groupdoesn’t have actual controller, thus the Companydoesn’t have actual controller.
(I) Bingshan Groupdoesn’t have controlling shareholder, and each shareholder was unable to decide the more than half board member selection and unable to control the decision of board of directors of Bingshan Group. Thus Bingshan Groupdoesn’t have
the actual controller regulated by relevant laws, regulations and regulatory documents.
(II) Bingshan Group was the controlling shareholder of the Company, anddoesn’t have actual controller, thus the Companydoesn’t have the actual controller regulated by relevant laws, regulations and regulatory documents.
Hereby notify the above.
Board of Directors of Dalian Refrigeration Co., Ltd.
April 24, 2015