Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.

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1. Report on the Acquisition of Equity in Dalian Bingshan International Trading Co., Ltd.

2017 One of the documents for the First Extraordinary General Meeting of the Year

 

Report on the Acquisition of Equity in Dalian Bingshan International Trading Co., Ltd.

 

Dear Shareholders:

To intensify efforts to develop international markets, increase the proportion of Bingshan products sold overseas, and reduce routine related-party transactions, the Company proposes to acquire a 76% equity interest in Dalian Bingshan International Trading Co., Ltd. (“Bingshan International”) held by Dalian Bingshan Group Co., Ltd. (“Bingshan Group”).

I. Basic Plan for Equity Transfer

The company intends to acquire a 76% equity interest in Bingshan International Trade held by Bingshan Group for RMB 56.15 million.

The consideration for this equity transfer shall be paid in cash by the Company to Bingshan Group in accordance with the method agreed upon by both parties.

II. Basic Information on Bing Shan International Trade

Bingshan International Trade Co., Ltd. was jointly established by the Company and Bingshan Group on August 1, 2001, with a registered capital of RMB 30 million. Its primary business activities include the export of reciprocating compressors, screw compressors, ice-making equipment, castings, and complete cold-storage systems, as well as the import of components related to these products. The company also provides support for the import and export operations of Bingshan Group’s various subsidiaries. The Company holds a 24% equity interest in Bingshan International Trade Co., Ltd., while Bingshan Group holds the remaining 76%.

In 2016, Bingshan International Trade achieved operating revenue of RMB 272.12 million and net profit of RMB 4.74 million.

III. Basis for Determining the Equity Transfer Price

In connection with this equity transfer, Beijing Zhongkehua Asset Appraisal Co., Ltd. was engaged to conduct a comprehensive valuation of Bingshan International Trade. As of the valuation base date of December 31, 2016, the book value of net assets was RMB 70.1184 million, while the appraised value of net assets (using the asset-based approach) was RMB 73.8782 million, representing an appreciation rate of 5.36%. Based on these appraisal results, the transfer price for the 76% equity interest in Bingshan International Trade held by Bingshan Group was set at RMB 56.15 million.

IV. Sources of Funds for Equity Acquisition

The Company will fund this equity transfer using its own capital.

V. Impact of the Equity Transfer on the Company

Upon completion of this equity transfer, Bingshan International Trade will be transformed from an equity-method affiliate of the Company into a wholly owned subsidiary and will be included in the Company’s consolidated financial statements.

Through this equity integration, the company will establish independent export channels and further strengthen the development of its overseas sales and service infrastructure, integrating commercialization with professionalization to achieve sustainable growth in international markets.

Please review the above report.

   

March 7, 2017

 

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