Stock Code: 000530; 200530 No: 2015-039
Short Form of the Stock: Daleng Gufen; Daleng B
Dalian Refrigeration Co., Ltd.
Public Notice on Related Transaction of Equity Transfer of
Wuhan New World Refrigeration Industrial 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 Refrigeration Co., Ltd. (“the Company”) plans to enter into Equity Transfer Contract with Dalian Bingshan Group Co., Ltd. (“Bingshan Group”) and Sanyo Electric Co., Ltd. (“Sanyo Electric”) according to the need of resources integration in enterprise, 19 percent equity of Wuhan New World Refrigeration Industrial Co., Ltd. (WNWRI) held by Bingshan Group and 30 percent equity of WNWRI held by Sanyo Electric will transfer to the Company.
2. Bingshan Group held21.34% equity of the Company, Sanyo Electric held9.72% equity of the Company, thus become related legal persons of the Company, and the above said transaction constitutes related transaction.
3. The
18th
Meeting of
6th
Session of the Board held on 24 June 2015 was deliberated the above said related transaction with voting results of 4 votes in favor, 0 vote against and 0 vote waived passed. Related directors Ji Zhijian, Xu Junrao, Liu Kai, Kobayashi Noriaki and Kijima Tadatoshi were avoiding the votes. Independent directors showed 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 byShareholders’ General Meeting.
II. General information of related party
1. Related party
(1) Bingshan Group
1)Enterprise Nature: Limited Liability (Sino-foreign joint venture)
Registration location: No. 888, Xinan Road, Shahekou District, Dalian City
Legal representative: Motoma Zhero
Registered capital: RMB 140.6 million
Serial of business license: 210200400033329
Business scope: Research, development, manufacture, sales, service and installation of industrial refrigeration products, frozen and refrigerated products, medium and
small air conditioner, petrochemical equipment, electronic control products, home appliances products and environmental protection equipment products.
Main shareholders: please see the annual report of the Company.
2). History of related party and development of main business in latest years
Dalian Bingshan Group established on 3 July 1985, it is a mixed ownership enterprise owned with a diversified investors. Bingshan Group mainly focus on thermal technology, business covers filed of industrial refrigerating and general petrochemical enterprise, food refrigeration and freezing, central and commercial air conditioning, spare parts business,engineering· trading and service business.
3). Relationship between the Company and relate party
Bingshan Group holds21.34% equity of the Company, and it is the first majority shareholder of the Company.
(2). Sanyo Electric Co., Ltd.
Enterprise Nature: Overseas enterprise (Japan)
Registration location: 1-1 Sanyo-cho, Daito City, Osaka, Japan
Legal representative: Nakagawa Yoshiaki
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: 49 percent equity of WNWRI held by Bingshan Group and Sanyo Electric.
Main shareholder of WNWRI and shareholding proportion respectively: the Company(51% held), Bingshan Group(19% held) and Sanyo Electric(30% held).
Business scope: Research, development, manufacture, sales, service and installation of industrial refrigeration products, frozen and refrigerated products, medium and small air conditioner, petrochemical equipment, electronic control products, home appliances products and environmental protection equipment products
Register capital: RMB 100 million
Established date: 3 January 2003
Registration location: No. 16, Yintan Rd., Jinyintan Economic Development Zone, Wuhan City
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|-|-|-|
||March 2015|2014|
|Total assets|453,941,248.47|405,175,422.09|
|Total liability|316,276,066.42|268,862,727.01|
|Total account receivable|133,455,931.41|115,072,497.63|
|Owners equity attributable to parent company|137,430,848.09|136,111,246.55|
|Business revenue|62,591,019.32|271,222.285.01|
|Business profit|1,722,286.97|-3,441,560.50|
|Net profit attributable to owner of parentcompany|1,748,601.54|-3,154,385.51|
|Net cash flow arising from operation activities|-14,688,326.76|14,498,559.17|

 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 WNWRI and the Company.
IV. Pricing policy and basis of pricing
As for the equity transfer, pricing benchmarks based on the net asset attributable to parent which was audited by the third-party audit institution up to 31 December 2014 of WNWRI. After the Company and related party evaluate bargaining again will be defined.
V. Main content of equity transfer contract plans to enter into
1. Volume of transactions: RMB 66,694,510.81 Yuan, among them assign 19 percent equity of WNWRI held by Bingshan Group with 25,861,136.84 Yuan and 30 percent equity of WNWRI held by Sanyo Electric with 40,833,373.97 Yuan.
2. Payment and deadline: pay to the Company in about 30 days after WNWRI acquires the new business license.
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.
VII. Purpose of transaction and impact on listed company
With need of internal resource integration, the Company plans to transferee 19 percent equity of WNWRI held by Bingshan Group and 30 percent equity of WNWRI held by
Sanyo Electric, which will make the WNWRI 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 take efforts on the resource
integration between WNWRI and the Parent Company. Through unified operation, integrate the research and development platform, service platform, sales channels, merge similar products, make full use of respective advantages, to save energy, improve the efficiency and clear the industrial chain, and improve the overall profitability level.
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 Bingshan Group from year beginning of 2015 to the disclosure date. Related transactions incurred between the Company and Sanyo Electric amounting to RMB 26.99 million.
IX. Prior approval and independent opinions from independent director
Independent directors of the Company showed prior approval for the proposal dated 15 June 2015 and agreed to submit for deliberation in
18th
Meeting of
6th
Session of the Board. They believed that the related transaction was fair without interest of Company and minority shareholders violated, and benefit the resources integration in enterprise; voting procedure of this related transaction was legally and related directors avoiding the vote and was in full accord for the transaction.
X. Documents available for reference
1. Resolution of
18th
Meeting of
6th
Session of the Board;
2. Independentdirectors’ opinion.
Board of Directors of
Dalian Refrigeration Co., Ltd.