Stock Code: 000530; 200530 No: 2015-053
Short Form of the Stock: Daleng Gufen; Daleng B
Dalian Refrigeration Co., Ltd.
Public Notice on Related Transaction of Equity Transfer of
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
Bingshan Technical Service (Dalian) Co., Ltd. (“Bingshan Service”) is founded jointly by Dalian Refrigeration Co., Ltd. (“the Company”) and Dalian Bingshan Engineering& Trading Co., Ltd. ("Bingshan Engineering& Trading"). Bingshan Service owns registered capital of RMB 20 million, really collected capital of RMB 10 million, 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.
The Company planed to enter into Equity Transfer Contract with Bingshan Engineering& Trading according to the need of business development and capital and resources integration, 40 percent equity of Bingshan service held by Bingshan Engineering& Trading will transfer to the Company totally.
2. Bingshan Engineering& Trading is the controlling subsidiary of Dalian Bingshan Group Co., Ltd.(“Bingshan Group”) -- the controlling shareholder of the Company, the transaction constitutes a related transaction.
3. The
20th
Meeting of
6th
Session of the Board held on 19 August 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 directors Ji Zhijian and Xu Junrao 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: Limited Liability
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. History of related party and development of main business in latest years
Bingshan Engineering& Trading established on 1 August 2001, mainly to imports of piston machine, screw machine, ice making equipment, casting, cold storage, and export of related components, and provide assistance to the import and export trade of the Bingshan group.
3. Relationship between the Company and relate party
Bingshan Engineering& Trading is the controlling subsidiary of Bingshan Group-- the controlling shareholder of the Company.
III. Particular about object of related transaction
1. Transaction object
Transaction object: 40 percent equity of Bingshan Service held by Bingshan Engineering& Trading
Main shareholder of Bingshan Service and shareholding proportion respectively: the Company (holds60%); Bingshan Engineering& Trading (holds40%)
Enterprise Nature of Bingshan Service: Limited Liability
Registration location: No. 888, Xinan Rd., Shahekou District, Dalian City
Legal representative: Ji Zhijian
Registered capital: RMB 20 million
Serial of business license: 210200000642223
Business scope: 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.
Establishment: 16 December 2014
2. Financial data in latest period of Bingshan Service (In ten thousand Yuan)
|||
|-|-|
||First half of 2015|
|Total assets|3,370|
|Total liability|1,864|
|Total account receivable|1,043|
|Owners equity attributable to parent company|1,506|
|Business revenue|3,964|
|Business profit|675|
|Net profit attributable to owner of parent company|506|
|Net cash flow arising from operation activities|673|

The above said data was audited.
Bingshan Service officially began operations in 2015, 2014 annual financial data is not applicable.
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 Bingshan Service and the Company.
IV. Pricing policy and basis of pricing
As for the equity transfer, pricing benchmarks based on the net asset which was up to 30 June 2015. After the company and Bingshan Engineering& Trading evaluate bargaining again will be defined.
V. Main content of equity transfer contract
1. Volume of transactions: RMB 6.024 million
2. Payment and deadline: a one-time payment, in money terms, will pay to Bingshan Engineering& Trading by the Company in 30 days after equity transferred.
3. Enter-into-force conditions and times: take effect after signed and sealed by two parties.
VI. 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.
VII. Purpose of transaction and impact on listed company
With need of capital and resource integration and business model innovation, the Company planed to transfer 40 percent equity of Bingshan Service from Bingshan Engineering& Trading, which will make the Bingshan Service change from the subsidiary of the Company to a wholly owned subsidiary of the Company.
On the basis of the equity integration, the Company will further increase the support for Bingshan Service, isolate 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, satisfy competing needs in future market, and speed up the transformation from equipment supplier to service provider of the Company.
VIII. Total amount of vary related transactions incurred accumulatively with affiliated person from the year beginning to the disclosure date
Totally RMB 82.634 million vary related transactions incurred accumulatively between the Company and Bingshan Engineering& Trading 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 6 August 2015 and agree to submit for deliberation in
20th
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 transformation of the Company and business development of Bingshan Service; 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
20th
Meeting of
6th
Session of the Board;
2. Independentdirectors’ opinion.
Board of Directors of
Dalian Refrigeration Co., Ltd.