Stock Code: 000530; 200530 No: 2016-019
Short Form of the Stock: Daleng Gufen; Daleng B
Dalian Refrigeration Co., Ltd.
Public notice on related transaction of signing the agreement of
special item loan with the controlling shareholder
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
The CDB development fund intends to give support to the Company’s cold-chain green intelligent
equipment and service industrialization base project, through the way of providing the special item
fund to the controlling shareholder of the Company—Dalian Bingshan Group Co., Ltd. ( Bingshan
Group) .The special item fund amount is 160 million yuan, to borrow 10 years, the borrowing rate
is about 1.2%. The special item fund can only be used for the development of the Company’s
cold-chain green intelligent equipment and service industrialization project. So after the above
special item loan arrived, Bingshan Group will fully allocate to the Company and not to increase
interest rates.
For the above special item fund, the Company will sign the agreement of special item loan with
the controlling shareholder.
2. The Bingshan Group is the controlling shareholder of the Company, thus become related legal
person of the Company, and the above said transaction constitutes related transaction.
3.The 2nd Meeting of 7th Session of the Board held on March 10, 2016 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”, did not 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 RMB158.6 million
Unified social credit code: 912102002412917931
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
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 is the controlling shareholder of the Company.
III. The main content of the guarantee agreement
1. Borrowing amount: 160 million yuan
2. Borrowing period: 10 years
3. Borrowing rate: around 1.2%
IV. Purpose of transaction and impact on listed company
The Company proposed to build China’s cold-chain green intelligent equipment and service
industrialization base project, and the CDB development fund intended to give financial support
by the special item fund. By signing the agreement, after the above special item loan arrived,
Bingshan Group will full of disposable allocated to the Company and not to increase interest rates.
The above special item loan, is good for alleviating the pressure of the money, reducing the
Company’s financial cost, promoting the related project successfully complete, and helping the
Company to achieve the sustainable development.
V. 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 250 thousand from the year beginning to the disclosure date.
VI. Prior approval and independent opinions from independent director
Independent directors of the Company showed prior approval for the proposal dated March 3,
2016 and agreed to submit for deliberation in 2nd Meeting of 7th Session of the Board. They
believed that the rate of the special item loan is low, is good for reducing the Company’s financial
cost; the related transaction was fair without interest of Company and minority shareholders
violated, voting procedure of this related transaction was legally and related directors avoiding the
vote and was in full accord for the transaction.
VII. Documents available for reference
1. Resolution of 2nd Meeting of 7th Session of the Board;
2. Independent directors’ opinion.
Board of Directors of
Dalian Refrigeration Co., Ltd.
March 11, 2016
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