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[关联生意业务]大 冷B:关于受让大连三洋高效制冷系统有限公司股权的关联生意业务通告(英文版)


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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 held 9.72% 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 third party’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 the company’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. Independent directors’ opinion.



Board of Directors of

Dalian Refrigeration Co., Ltd.

5 June 2015




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