DALIAN REFRIGERATION CO., LTD. QUARTERLY REPORT FOR FIRST QUARTER, 2010 §1 Important Notes 1.1 The directors and the Board of Directors, the supervisors and the Supervisory Board, and Senior staff members of Dalian Refrigeration Co., Ltd. (hereinafter referred to as the Company) hereby confirm that there are no any important omissions, fictitious statements or serious misleading carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completeness of the whole contents. 1.2 The Company’s quarterly financial report has not been audited. 1.3 Chairman of the Board of Directors of the Company Mr. Zhang He, Financial Majordomo and the head of Accounting Department Ms. Xu Junrao hereby confirm that the financial report of the quarterly report is true and complete. 1.4 This report is written respectively in Chinese and in English. In the event of any discrepancy between the two above-mentioned versions, the Chinese version shall prevail. §2 Company Profile 2.1 Major accounting data and financial indexes By the end of the report period By the end of last year Increase/decrease over the end of last year(%) Total assets 2,709,104,325.76 2,706,288,741.35 0.10% Shareholder’s equity 1,706,929,467.62 1,689,604,922.90 1.03% Share capital 350,014,975.00 350,014,975.00 0.00% Net assets per share 4.88 4.83 1.04% Report period From beginning of year to the end of report period Increase/decrease over the same period of last year(%) Total operating income 281,828,260.92 273,106,990.16 3.19% Net profit 10,515,144.72 18,519,814.47 -43.22% Net cash generated from operating activities 3,969,725.85 -24,530,976.58 116.18% Net cash per share generated from operating activities 0.01 -0.07 114.29% Basic earnings per share 0.03 0.05 -40.00% Diluted earnings per share 0.03 0.05 -40.00% Return on equity 0.62% 1.10% Decrease 0.48 percentage points ROE after deducting non-recurring gains/losses 0.61% 1.06% Decrease 0.45 percentage points2 Item of non-recurring gains and losses Amount from beginning of year to the end of report period Non-operating income and expense, net 457,021.55 Income tax effect -58,395.34 Minority shareholders’ gains and losses -239,187.47 Total 159,438.74 2.2 Total number and particulars of the shareholders by the end of the report period Total shareholders at the end of report period 36,795 Particulars about shares held by the top ten negotiable shareholders not subject to conditional sales Name of shareholder EOY (shares) Type SANYO ELECTRIC CO., LTD. 35,001,500 B DREYFUS GREATER CHINA FD 16,238,818 B Fortis Haitong Stock Securities Investment Fund 4,506,355 A Gao Hua-HSBC-GOLDMAN,SACHS & CO 2,219,007 A Gu Bin 1,837,686 A Pang Hongjun 1,769,700 A Fortis Haitong Returns Growth Securities Investment Fund 1,714,048 A Dalian State-Owned Assets Operation Co., Ltd. 1,650,000 A Dalian Industry Development & Investment Co., Ltd. 1,622,250 A Hua Xia Securities Co., Ltd. 1,575,000 A §3 Important Matters 3.1 Major changes in main financial items and indexes, and description of the cause √ Applicable □ Inapplicable 1. The obvious increase of financial assets held available for sales compared with those at the beginning of this year occurred mainly because the equity value of Dalian Rubber & Plastics Machinery Co., Ltd changed. 2. The construction in process increased mainly due to the expenditure for machinery reconstruction. 3. The obvious decrease of payable taxes compared with those at the beginning of this year occurred mainly because the income taxes have been paid on a consolidated basis during this term. 4. The obvious decrease of staff’s salaries and wages compared with those at the beginning of this year occurred mainly because the drawn remuneration for the end of last term have been paid during this term. 5. The obvious decrease of financial expenses occurred mainly because the amount of loan decreased comparably. 6. The obvious decrease of investment gain occurred mainly because during the same term of last year we have received the cash dividend from Lengwang container temp. control (Suzhou) Co., Ltd.3 7. The amount of income tax had a remarkable increase mainly due to the profit of the Company’s subsidiaries increased. 3.2 Analytic description of major matters, their influence and solutions □ Applicable √ Inapplicable 3.3 Undertaking matters for trial sales of state shares and implementation √ Applicable □Inapplicable Bingshan Group undertook that the Dalian Refrigeration Co., Ltd.’s state shares held by it would not be listed for trading or assigned within 12 months from the date when their being allowed to be listed for trading in the A-share market; that the shares would not be listed for trading within 48 months after expiry of the aforementioned undertaking. Bingshan Group well fulfilled the above undertaking. 3.4 Precautions on forecasting that by the beginning of year till the end of the next report period, the accumulated net profit may be turned into loss or change greatly compared with that in the same period of the last year, and description of the cause □ Applicable √ Inapplicable 3.5 Other important events 3.5.1 Securities investment □Applicable √Inapplicable 3.5.2 Table of investigation, communication, interview received Date of reception Place of reception Way of reception Guest received Main content of discussion and information provided Jan. 5, 2010 In company Spot investigation Researcher of Hua’an Fund Jan. 21, 2010 In company Spot investigation Researcher of Yinhua Fund Feb. 4, 2010 In company Spot investigation Researcher of Jiashi Fund Mar. 17, 2010 In company Spot investigation Researcher of Shenyin Wanguo Mar. 24, 2010 In company Spot investigation Researcher of Yifangda Fund Information about the basic aspect of the Company §4 Financial Report (attached) Not audited. Board of Directors of Dalian Refrigeration Co., Ltd. April 23, 20104 BALANCE SHEET Prepared by Dalian Refrigeration Co., Ltd. March 31, 2010 Unit: RMB March 31, 2010 Dec.31, 2009 Assets Consolidation Parent Company Consolidation Parent Company Current assets: Monetary funds 399,467,453.30 295,805,644.27 403,139,585.35 304,973,089.79 Transaction finance asset Notes receivable 39,287,549.11 15,371,404.62 40,209,996.20 21,335,155.82 Accounts receivable 405,432,605.95 232,013,116.85 425,397,218.64 245,319,863.04 Accounts in advance 31,094,820.89 16,158,200.44 25,596,323.14 7,044,245.77 Dividend receivable 3,652,035.08 5,601,471.05 3,629,735.08 6,621,471.05 Other receivables 24,189,678.01 10,349,909.08 19,043,927.34 9,797,715.20 Inventories 283,654,701.56 185,618,146.19 277,566,058.11 192,852,790.37 Non-current asset due within one year Other current assets Total current assets 1,186,778,843.90 760,917,892.50 1,194,582,843.86 787,944,331.04 Non-current assets: Finance asset held available for sales 27,963,000.00 27,963,000.00 18,883,800.00 18,883,800.00 Held-to-maturity securities Long-term account receivable Long-term equity investment 1,009,895,238.98 1,139,943,467.90 1,003,792,955.33 1,133,841,184.25 Investment property Fixed assets 359,408,048.11 208,032,940.39 366,005,762.61 213,493,488.86 Construction in progress 9,741,361.04 1,383,490.53 7,151,868.41 691,197.90 Engineering material Disposal of fixed asset Productive biological asset Intangible assets 101,112,315.06 29,654,428.60 101,642,968.01 29,785,134.96 Expense on Research and Development Goodwill Long-term expenses to be apportioned 3,362,334.00 2,943,058.94 3,396,953.58 2,973,295.85 Deferred income tax asset 10,843,184.67 5,466,574.25 10,831,589.55 5,466,574.25 Other non-current asset Total non-current asset 1,522,325,481.86 1,415,386,960.61 1,511,705,897.49 1,405,134,676.07 Total assets 2,709,104,325.76 2,176,304,853.11 2,706,288,741.35 2,193,079,007.115 BALANCE SHEET (CONTINUED) March 31, 2010 Dec.31, 2009 Liabilities and shareholders’ equity Consolidation Parent Company Consolidation Parent Company Current liabilities: Short-term loans 60,000,000.00 50,000,000.00 60,000,000.00 50,000,000.00 Transaction financial liabilities Notes payable 126,639,673.84 90,183,634.23 119,785,760.78 86,390,969.71 Accounts payable 384,507,725.96 240,391,268.87 394,117,576.34 265,214,427.00 Accounts received in advance 187,399,356.06 106,809,182.11 180,479,306.45 105,565,661.24 Wage payable 18,191,476.65 1,037,024.11 42,215,810.06 17,906,388.85 Taxes payable 726.55 -3,729,892.66 5,452,830.38 1,265,221.74 Interest payable Dividend payable 2,703,185.71 533,156.00 5,683,185.71 533,156.00 Other accounts payable 40,201,395.44 9,455,411.67 47,248,597.16 15,970,462.37 Non-current liabilities due within one year Other current liabilities Total current liabilities 819,643,540.21 494,679,784.33 854,983,066.88 542,846,286.91 Non-current liabilities: Long-term loans 10,200,000.00 10,200,000.00 Bonds payable Long-term account payable Special accounts payable Projected liabilities Deferred income tax liabilities 6,413,826.92 6,413,826.92 4,144,026.92 4,144,026.92 Other non-current liabilities 75,493,945.14 23,414,437.14 70,052,440.14 17,694,437.14 Total non-current liabilities 92,107,772.06 40,028,264.06 74,196,467.06 21,838,464.06 Total liabilities 911,751,312.27 534,708,048.39 929,179,533.94 564,684,750.97 Shareholders’ equity Share capital 350,014,975.00 350,014,975.00 350,014,975.00 350,014,975.00 Capital public reserve 606,112,453.00 604,883,525.38 599,303,053.00 598,074,125.38 Less: Inventory shares Surplus public reserve 399,190,859.34 399,190,859.34 399,190,859.34 399,190,859.34 Retained profit 351,611,180.28 287,507,445.00 341,096,035.56 281,114,296.42 Total owner’s equity attributable to parent company 1,706,929,467.62 1,641,596,804.72 1,689,604,922.90 1,628,394,256.14 Minority interests 90,423,545.87 87,504,284.51 Total owner’s equity 1,797,353,013.49 1,641,596,804.72 1,777,109,207.41 1,628,394,256.14 Total liabilities and shareholder’s equity 2,709,104,325.76 2,176,304,853.11 2,706,288,741.35 2,193,079,007.11 Legal representative: Zhang He Person in charge of accounting organ: Xu Junrao Principal of accounting organ: Xu Junrao6 INCOME STATEMENT Prepared by Dalian Refrigeration Co., Ltd. January-March, 2010 Unit: RMB Items January-March, 2010 January-March, 2009 Consolidation Parent Company Consolidation Parent Company I. Total operating income 281,828,260.92 167,961,069.77 273,106,990.16 165,023,684.96 Less: Operating cost 220,982,477.51 140,492,743.66 225,607,901.51 138,710,588.13 Operating tax and extras 663,198.44 311,462.42 1,198,415.85 510,323.63 Sales expenses 15,466,246.45 6,699,073.23 14,203,961.51 7,757,342.55 Administration expenses 33,373,811.96 19,742,811.70 31,554,111.50 20,631,759.89 Financial expenses 590,817.46 466,698.57 2,584,910.69 2,490,708.50 Losses of devaluation of asset 3,029,338.04 3,807,932.18 Add: Changing income of fair value Investment income 6,124,583.65 6,102,283.65 23,241,523.82 23,241,523.82 Including: Investment income on affiliated company and joint venture 6,102,283.65 6,102,283.65 8,021,523.82 8,021,523.82 II. Operating profit 13,846,954.71 6,350,563.84 17,391,280.74 18,164,486.08 Add: Non-operating income 1,187,646.54 277,049.84 2,262,279.85 1,760,399.08 Less: Non-operating expense 185,189.01 151,383.45 25,474.00 Including: Disposal loss of non-current asset 151,383.45 151,383.45 Ⅲ. Total Profit 14,849,412.24 6,476,230.23 19,628,086.59 19,924,885.16 Less: Income tax 1,415,006.16 83,081.65 59,850.52 Ⅳ. Net profit 13,434,406.08 6,393,148.58 19,568,236.07 19,924,885.16 Net profit attributable to owner’s equity of parent company 10,515,144.72 6,393,148.58 18,519,814.47 19,924,885.16 Minority shareholders’ gains and losses 2,919,261.36 1,048,421.60 Ⅴ. Earnings per share i. Basic earnings per share 0.03 0.05 ii. Diluted earnings per share 0.03 0.05 VI. Other comprehensive income 6,809,400.00 6,809,400.00 2,693,925.00 2,693,925.00 Ⅶ. Total comprehensive income 20,243,806.08 13,202,548.58 22,262,161.07 22,618,810.16 Total comprehensive income attributable to parent company 17,324,544.72 13,202,548.58 21,213,739.47 22,618,810.16 Total comprehensive income attributable to minority shareholders 2,919,261.36 1,048,421.60 Legal representative: Zhang He Person in charge of accounting organ: Xu Junrao Principal of accounting organ: Xu Junrao7 CASH FLOW STATEMENT Prepared by Dalian Refrigeration Co., Ltd. January-March, 2010 Unit: RMB January-March, 2010 January-March, 2009 Items Consolidation Parent Company Consolidation Parent Company I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor services 310,055,149.83 174,880,591.05 202,262,000.04 106,709,105.79 Write-back of tax received 264,021.53 849,600.00 Other cash received concerning operating activities 15,047,153.64 10,643,806.06 9,899,900.47 7,883,118.45 Subtotal of cash inflow arising from operating activities 325,366,325.00 185,524,397.11 213,011,500.51 114,592,224.24 Cash paid for purchasing commodities and receiving labor service 221,180,466.16 137,788,731.43 135,014,849.24 81,600,242.16 Cash paid to/for staff and workers 56,201,203.14 37,629,852.05 53,275,832.43 34,456,925.48 Taxes paid 18,873,395.52 12,587,870.57 27,225,886.60 18,060,253.40 Other cash paid concerning operating activities 25,141,534.33 15,428,580.94 22,025,908.82 5,607,267.33 Subtotal of cash outflow arising from operating activities 321,396,599.15 203,435,034.99 237,542,477.09 139,724,688.37 Net cash flows arising from operating activities 3,969,725.85 -17,910,637.88 -24,530,976.58 -25,132,464.13 II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income 15,264,600.00 15,220,000.00 Net cash received from disposal of fixed, intangible and other long-term assets 16,000.00 16,000.00 40,950.00 40,000.00 Other cash received concerning investing activities Subtotal of cash inflow from investing activities 16,000.00 16,000.00 15,305,550.00 15,260,000.00 Cash paid for purchasing fixed, intangible and other long-term assets 10,340,062.81 764,256.00 2,357,013.35 304,465.85 Cash paid for investment Other cash paid concerning investing activities Subtotal of cash outflow from investing activities 10,340,062.81 764,256.00 2,357,013.35 304,465.85 Net cash flows arising from investing activities -10,324,062.81 -748,256.00 12,948,536.65 14,955,534.15 III. Cash flows arising from financing activities Cash received from absorbing investment Cash received from loans 10,200,000.00 10,200,000.008 Other cash received concerning financing activities Subtotal of cash inflow from financing activities 10,200,000.00 10,200,000.00 Cash paid for settling debts 2,245,000.00 Cash paid for dividend and profit distributing or interest paying 5,177,366.12 708,545.00 4,835,150.60 2,544,000.00 Other cash paid concerning financing activities 102,861.28 Subtotal of cash outflow from financing activities 7,525,227.40 708,545.00 4,835,150.60 2,544,000.00 Net cash flows arising from financing activities 2,674,772.60 9,491,455.00 -4,835,150.60 -2,544,000.00 IV. Influence on cash due to fluctuation in exchange rate 7,432.31 -6.64 -12,560.46 2.32 V. Net increase of cash and cash equivalents -3,672,132.05 -9,167,445.52 -16,430,150.99 -12,720,927.66 Add: Balance of cash and cash equivalents at the period -begin 403,139,585.35 304,973,089.79 312,337,783.75 228,316,557.10 VI. Balance of cash and cash equivalents at the period–end 399,467,453.30 295,805,644.27 295,907,632.76 215,595,629.44 Legal representative: Zhang He Person in charge of accounting organ: Xu Junrao Principal of accounting organ: Xu Junrao