Stock Code: 000530; 200530 No: 2015-058
Short Form of the Stock: Daleng Gufen; Daleng B
Dalian Refrigeration Co., Ltd.
Public Notice on Related Transaction of Financial Assistance
Provided by Controlling Shareholder to Subsidiary of the Company
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
To ease the pressure of demand for construction funds of Wuhan New World
Refrigeration Industrial Co., Ltd. (WNWRI), the subsidiary of the Company, Dalian
Bingshan Group Co., Ltd. (“Bingshan Group”), the controlling shareholder of the
Company, provided financial assistance to WNWRI by its own funds with the highest
balance not exceeding 20 million yuan, period not exceeding 12 months, and service
fee charged in accordance with the bank loan interest rate with the same period.
2. Bingshan Group held 21.34% equity of the Company, thus become related legal
persons of the Company, and the above said transaction constitutes related
transaction.
3. The 21st Meeting of 6th Session of the Board held on 20 October 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
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 by Shareholders’ General Meeting.
II. General information of related party
1. General information of Bingshan Group
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, engineeringtrading and service business.
3. Relationship between the Company and relate party
Bingshan Group holds 21.34% equity of the Company, and it is the first majority
shareholder of the Company.
III. Particular about object of related transaction
The object of related transaction was financial assistance provided by Bingshan
Group to WNWRI. The highest balance will not exceed 20 million yuan.
IV. Pricing policy and basis of pricing
The borrowing rate referred to the bank loan interest rate with the same period.
V. Purpose of transaction and impact on listed company
The financial assistance provided by Bingshan Group to WNWRI could ease the
pressure of demand for construction funds of WNWRI, promote business
development of WNWRI, thus protect the rights and interests of the Company.
VI. Total amount of vary related transactions incurred accumulatively with affiliated
person from the year beginning to the disclosure date
Other related transactions incurred between the Company and Bingshan Group
amounting to RMB 25.86 million.
VII. Prior approval and independent opinions from independent director
Independent directors of the Company showed prior approval for the proposal dated
15 October 2015 and agreed to submit for deliberation in 21st Meeting of 6th Session
of the Board. They believed that the related transaction was fair without interest of
Company and minority shareholders violated, and could ease the pressure of demand
for construction funds of WNWRI; voting procedure of this related transaction was
legally and related directors avoiding the vote and was in full accord for the
transaction.
VIII. Documents available for reference
1. Resolution of 21st Meeting of 6th Session of the Board;
2. Independent directors’ opinion.
Board of Directors of
Dalian Refrigeration Co., Ltd.
22 October 2015
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