Stock Code: 000530; 200530No: 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 ce