Stock Code: 000530; 200530 No: 2016-027
Short Form of the Stock: Daleng Gufen; Daleng B
Dalian Refrigeration Co., Ltd.
Public Notice on Related Transaction of Equity Transfer of
Dalian Sanyo Meica Electronics 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 Meica Electronics Co., Ltd. (“Sanyo Meica”) is founded jointly by
Dalian Refrigeration Co., Ltd. (“the Company”), and Sanyo Electric Co., Ltd. (“Sanyo
Electric”). Sanyo Meica owns registered capital of RMB 32.15 million, mainly
engaged in the manufacture and sales of the electronic control circuit board, electronic
control device, and related components.The Company holds 30 percent equity of
Sanyo Meica, and Sanyo Electric holds 70 percent equity of Sanyo Meica.
The Company plans to enter into Equity Transfer Contract with Sanyo Electric
according to the need of resources integration in enterprise and intelligent product, 70
percent equity of Sanyo Meica 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 3rd Meeting of 7th Session of the Board held on 29 March 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 director Mr. Shin Kudo and Mr. 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: 70 percent equity of Sanyo Meica held by Sanyo Electric
Main shareholder of Sanyo Meica and shareholding proportion respectively: Sanyo
Electric (70% held), the Company (30% held)
Enterprise Nature of Sanyo Meica: Limited Liability
Registration location: No. 9-1, Huaihe Middle Street, Economic and technological
development Area, Dalian City.
Establish time: 17 November 1994
Legal representative: Wang Jian
Registered capital: RMB 32.15 million
Serial of business license: 210241400009151
Business scope: manufacture and sales of the electronic control circuit board,
electronic control device, and related components.
2. Financial data in latest two years of Sanyo Meica (Unit: RMB Yuan)
2015 2014
Total assets 91,598,876.64 95,743,066.11
Total liability 18,405,312.48 18,296,903.73
Total account receivable 17,094,277.75 23,575,846.54
Owners equity attributable to parent company 73,193,564.16 77,446,162.38
Business revenue 69,140,729.48 113,268,271.42
Business profit -4,223,553.31 2,144.76
Net profit attributable to owner of parent
-4,252,598.22 38,940.40
company
Net cash flow arising from operation activities 3,799,223.77 23,981,485.02
The above said data was 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 Meica 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 2015. 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 21.7 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.
Sanyo Meica provides the electronic control circuit board for the Company’s affiliated
company Panasonic Refrigeration for a long-term. After the equity transfer, Sanyo
Meica will become the subsidiary of the Company. The trading between Sanyo Meica
with Panasonic Refrigeration become the daily related transactions of the Company.
Associated transactions of this Company with the associated parties are necessary for
normal production and will be 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 intelligent product, the Company plans
to transferee 70 percent equity of Sanyo Meica held by Sanyo Electric, this will make
the Sanyo Meica from the affiliated Company accounted by equity method change to
be subsidiary of the Company, bring it into the Company’s consolidated statement
scope.
The equity integration is conducive to the improvement of the quality and efficiency
of Sanyo Meica, the enhancement of the level of intelligence of the Company's
products, and the 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 2016 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 18
March 2016 and agree to submit for deliberation in 3rd Meeting of 7th Session of the
Board. They believed that the related transaction is fair without interest of Company
and minority shareholders violated, and benefit enhancement of the level of
intelligence of the Company's products 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 3rd Meeting of 7th Session of the Board;
2. Independent directors’ opinion.
Board of Directors of
Dalian Refrigeration Co., Ltd.
30 March 2016
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