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1. Report on the Transfer of Equity in Panasonic Refrigeration (Dalian) Co., Ltd.
2021 Documents for the First Extraordinary General Meeting of the Year
Report on the Transfer of Equity in Panasonic Refrigeration (Dalian) Co., Ltd.
Dear Shareholders:
To optimize the asset structure and bolster the improvement of the core business, Bingshan Cold & Heat Technology Co., Ltd. (the “Company”) intends to transfer its holdings to Panasonic Electric Works (China) Co., Ltd. (Panasonic China). Panasonic Refrigeration (Dalian) Co., Ltd. (“Panasonic Refrigeration”) 40% Equity.
I. Basic Information on Panasonic Refrigeration
Panasonic Refrigeration was established on September 11, 1992, as a joint venture between the Company and Sanyo Electric Co., Ltd. (“Sanyo Electric”), with a registered capital of JPY 345 million. The Company holds a 40% equity interest in Panasonic Refrigeration, while Sanyo Electric holds the remaining 60%. Panasonic Refrigeration’s business scope encompasses the design, production, manufacturing, sales, installation, after-sales service, and other related activities pertaining to refrigeration and heating equipment, air-conditioning machinery, environmental protection equipment, and associated ancillary equipment that promote environmental sustainability and the comprehensive utilization of energy.
2020 In [year], Panasonic Refrigeration reported a net profit of RMB 6.01 million. In the first half of 2021, Panasonic Refrigeration recorded a net loss of RMB 58.63 million.
II. Basic Information on Panasonic China
Panasonic China was established on August 11, 1994, with a registered capital of USD 176,498.5382 million. It serves as the investment entity set up in China by Panasonic Corporation of Japan and is primarily engaged in Panasonic’s investment activities within the Chinese market. The sole shareholder of Panasonic China is Panasonic Corporation of Japan.
III. Basic Plan for Equity Transfer
The Company proposes to transfer its 40% equity interest in Panasonic Refrigeration to Panasonic China for RMB 174.9352 million. In connection with this transaction, Sanyo Electric, a shareholder of Panasonic Refrigeration, has waived its right of first refusal.
The consideration for this equity transfer shall be paid by Panasonic China to the Company in cash, in a manner agreed upon by both parties.
IV. Basis for Determining the Equity Transfer Price
In connection with this equity transfer, Beijing Zhongqi Hua Asset Appraisal Co., Ltd., which is qualified to conduct securities and futures-related business, was engaged to perform a comprehensive valuation of Panasonic Refrigeration. The valuation base date was June 30, 2021. The book value of net assets was RMB 346.6138 million, while the appraised value of net assets (using the asset-based approach) was RMB 437.3379 million, representing an appraisal appreciation rate of 26.17%. Based on these valuation results, the transfer price for the Company’s 40% equity interest in Panasonic Refrigeration has been determined to be RMB 174.9352 million.
V. Impact of the Equity Transfer on the Company
This equity transfer will help the company appropriately unlock the value of its long-term equity investments, optimize its asset structure, and support improvements in its core business. The proceeds from this equity transfer will be used to replenish working capital or repay bank loans, thereby reducing financial expenses.
2021 From January to October of this year, the Company recorded an investment loss of approximately RMB 24.96 million on its equity-method investment in Panasonic Refrigeration. The equity transfer transaction generated investment income of approximately RMB 27.34 million. Therefore, this equity transfer will not have a material impact on the Company’s net profit for the current year. (The figures above are preliminary estimates and are subject to the final audit report.)
The above report is submitted for your review.
2021 December 13, Year
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Dalian Bingshan Group Co., Ltd.
Address: No. 106, Liaohe East Road, Dalian Economic & Technological Development Zone
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