DALIAN REFRIGERATION CO., LTD. QUARTERLY REPORT FOR FIRST QUARTER, 2012 §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 By the end of last Increase/decrease over report period year the end of last year(%) Total assets 2,963,417,185.48 3,053,660,921.27 -2.96% Owner’s equity attributable to 1,714,830,736.58 1,748,822,103.82 -1.94% shareholders of listed companies Share capital 350,014,975.00 350,014,975.00 0.00% Net assets per share attributable to 4.90 5.00 -2.00% shareholders of listed companies From beginning of Increase/decrease over Report period year to the end of the same period of last report period year(%) Total operating income 416,590,690.21 391,702,895.55 6.35% Net profit attributable to 18,510,879.01 14,537,035.74 27.34% shareholders of listed companies Net cash generated from operating -101,030,858.72 32,412,671.07 -411.70% activities Net cash per share generated from -0.29 0.09 -422.22% operating activities Basic earnings per share 0.05 0.04 25.00% Diluted earnings per share 0.05 0.04 25.00% Increase 0.23 percent Return on equity 1.07% 0.84% age points ROE after deducting non-recurring Increase 0.24 percent 1.06% 0.82% gains/losses age points 1 Amount from beginning of year to the end of Item of non-recurring gains and losses report period Non-operating income and expense, net 310,891.33 Income tax effect -49,720.66 Minority shareholders’ gains and losses -115,679.44 Total 145,491.23 2.2 Total number and particulars of the shareholders by the end of the report period Total shareholders at the end of report period 37,432 Particulars about shares held by the top ten negotiable shareholders not subject to conditional sales Name of shareholder EOY (shares) Type Dalian Bingshan Group Co., Ltd. 57,641,762 A SANYO ELECTRIC CO., LTD. 35,001,500 B Lion Value Growth Stock Fund 11,638,614 A Lion Growth Stock Fund 10,909,348 A DREYFUS GREATER CHINA FD 9,691,505 B Xinhua Life Insurance Co., Ltd. -Dividend - Individual 2,555,359 A Dividend - 018L-FH002 sz Everbright Securities Co., Ltd. 2,508,261 A SYWG MU New Power Stock Fund 2,500,000 A Ping An Trust Co., Ltd. - Springs Capital 1,736,629 A Dalian Industrial Development Investment Corp. 1,622,250 A §3 Important Matters 3.1 Major changes in main financial items and indexes, and description of the cause √ Applicable □ Inapplicable 1. The notes receivable were remarkably less than that at the beginning of the year mainly due to increase of the sales incomes with increase of the amount of purchase and payment. 2. The amount of advances was remarkably more than that at the beginning of the year mainly due to the advances for purchase of the equipment and for the project. 3. The wages & welfarism payable to employees was remarkably less than that at the beginning of year mainly due to payment of the provision for wages & welfarism payable to employees allotted at the end of the previous period in this period. 4. The dividend payable was remarkably more than that at the beginning of the year mainly due to the Company drew dividend payable according to the resolutions of 2011 shareholders’ general meeting. 5. The business tax and surcharge remarkably increased mainly due to increase of the VAT payment. 6. The financial expenses remarkably decreased mainly due to decrease of the loans with less interest expenditure. 7. The assets impairment loss remarkably increased mainly due to increase of the receivable 2 accounts of the subsidiary companies and increase of the provision for bad debits. 8. The returns on investment remarkably increased mainly due to increase of the profit made by the joint-ventures and partnerships. 9. The net amount of cash flow generated in operating activities remarkably decreased mainly due to decrease of orders with less advances. 3.2 Analytic description of the progress of major matters, their influence and solutions 3.2.1 Nonstandard opinions □ Applicable √ Inapplicable 3.2.2 The Company's financing for its holding shareholders or associated parties or illegally providing external guarantee □ Applicable √ Inapplicable 3.2.3 Execution and performance of major contracts in daily operation □ Applicable √ Inapplicable 3.2.4 Others □ Applicable √ Inapplicable 3.3 Undertaking matters for trial sales of state shares and implementation √ Applicable □Inapplicable Except the immature condition of being implementation for management share incentive scheme, Dalian Bingshan Group strictly perform the commitment in share reform. 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 Topic in Type of Reception Reception discussion and Reception time received Received persons location form provided persons information Company’s Jan. 8, 2012 By telephone Institution E Fund’s researchers office Company’s China Gold's and Taikang Asset’s Feb. 6, 2012 By telephone Institution office researchers Lion Fund’s, Sinolink Securities', Information Company’s CITIC Securities', CITIC China about the Mar. 8, 2012 By telephone Institution office Securities’and Taikang Asset’s fundamentals of researchers the Company Company’s Wanjia Assets' and Northeast Mar. 13, 2012 By telephone Institution office Securities' researchers Company’s Hua An Fund’s and China Gold's Mar. 14, 2012 By telephone Institution office researchers 3 3.6 Derivative financial products investment □Applicable √Inapplicable 3.7 Work plan for construction of the internal control for 2012 Work task Plan completion Responsible schedule person Define the range of implementing the internal control in 2012, i. e. the subsidiaries and its 1 major business processes which were not 2012.6.30 included in the range of internal control in 2011, identify any risks and prepare the list of risks. The Company's Compare the existing system of the related internal control 2 subsidiary with the list of risks and find the 2012.8.31 leading group and defects of internal control. its office 3 Prepare the internal control improvement plan. 2012.8.31 Put the internal control improvement into 4 2012.10.31 practice. 5 Check the improvement result. 2012.12.31 Disclose the information on performance of the The Company's 6 2013.4.30 internal control as required. board of directors §4 Financial Report (attached) Not audited. Board of Directors of Dalian Refrigeration Co., Ltd. April 23, 2012 4 BALANCE SHEET Prepared by Dalian Refrigeration Co., Ltd. March 31, 2012 Unit: RMB March 31, 2012 Dec.31, 2011 Assets Consolidation Parent Company Consolidation Parent Company Current assets: Monetary funds 571,180,956.60 508,462,435.83 690,377,489.30 594,857,597.61 Transaction finance asset Notes receivable 18,280,859.78 10,116,056.76 61,349,222.44 51,237,973.23 Accounts receivable 414,788,788.91 233,873,266.47 352,272,297.80 185,606,613.36 Accounts in advance 87,568,631.27 43,812,021.58 45,740,166.61 16,322,595.52 Dividend receivable 27,875.00 2,550,000.00 Other receivables 15,649,905.74 6,482,270.27 15,337,832.91 5,484,699.04 Inventories 383,799,122.33 161,115,868.06 424,394,356.21 203,119,832.06 Non-current asset due within one year Other current assets Total current assets 1,491,268,264.63 963,861,918.97 1,589,499,240.27 1,059,179,310.82 Non-current assets: Finance asset held available for sales Long-term equity investment 907,962,226.00 1,037,539,454.92 897,199,251.97 1,026,776,480.89 Investment property Fixed assets 339,236,511.36 170,046,543.62 345,637,807.19 174,783,093.86 Construction in progress 38,300,094.42 28,030,959.18 34,202,656.33 26,480,045.35 Engineering material Disposal of fixed asset Intangible assets 167,728,875.96 99,473,585.73 168,752,848.07 100,108,883.04 Expense on Research and Development Goodwill Long-term expenses to be 3,085,377.36 2,701,163.66 3,119,996.94 2,731,400.57 apportioned Deferred income tax asset 15,835,835.75 9,879,538.78 15,249,120.50 9,879,538.78 Other non-current asset Total non-current asset 1,472,148,920.85 1,347,671,245.89 1,464,161,681.00 1,340,759,442.49 Total assets 2,963,417,185.48 2,311,533,164.86 3,053,660,921.27 2,399,938,753.31 5 BALANCE SHEET (CONTINUED) March 31, 2012 Dec.31, 2011 Liabilities and shareholders’ equity Consolidation Parent Company Consolidation Parent Company Current liabilities: Short-term loans 13,000,000.00 13,000,000.00 Transaction financial liabilities Notes payable 111,216,381.00 81,628,098.00 140,955,686.44 114,926,347.95 Accounts payable 498,334,836.41 324,843,827.30 484,167,682.03 319,035,202.48 Accounts received in advance 297,375,440.86 128,631,809.94 357,134,809.60 176,699,547.11 Wage payable 25,401,194.86 1,278,858.37 53,629,466.31 22,616,177.81 Taxes payable 21,102,911.82 17,286,246.71 19,008,551.29 14,406,741.42 Dividend payable 53,035,402.25 53,035,402.25 3,783,156.00 533,156.00 Other accounts payable 42,323,305.31 35,717,317.27 49,336,938.85 48,687,496.38 Non-current liabilities due within one year Other current liabilities 1,699,101.00 585,101.00 1,699,101.00 585,101.00 Total current liabilities 1,063,488,573.51 643,006,660.84 1,122,715,391.52 697,489,770.15 Non-current liabilities: Long-term loans Projected liabilities Deferred income tax liabilities Other non-current liabilities 86,174,753.75 37,437,252.75 84,713,255.75 35,697,252.75 Total non-current liabilities 86,174,753.75 37,437,252.75 84,713,255.75 35,697,252.75 Total liabilities 1,149,663,327.26 680,443,913.59 1,207,428,647.27 733,187,022.90 Shareholders’ equity Share capital 350,014,975.00 350,014,975.00 350,014,975.00 350,014,975.00 Capital public reserve 586,837,221.82 585,608,294.20 586,837,221.82 585,608,294.20 Less: Inventory shares Surplus public reserve 458,998,713.57 458,998,713.57 445,492,052.28 445,492,052.28 Retained profit 318,979,826.19 236,467,268.50 366,477,854.72 285,636,408.93 Total owner’s equity attributable to 1,714,830,736.58 1,631,089,251.27 1,748,822,103.82 1,666,751,730.41 parent company Minority interests 98,923,121.64 97,410,170.18 Total owner’s equity 1,813,753,858.22 1,631,089,251.27 1,846,232,274.00 1,666,751,730.41 Total liabilities and shareholder’s equity 2,963,417,185.48 2,311,533,164.86 3,053,660,921.27 2,399,938,753.31 Legal representative: Zhang He Person in charge of accounting organ: Xu Junrao Principal of accounting organ: Xu Junrao 6 INCOME STATEMENT Prepared by Dalian Refrigeration Co., Ltd. January-March, 2012 Unit: RMB January-March, 2012 January-March, 2011 Items Consolidation Parent Company Consolidation Parent Company I. Total sales 416,590,690.21 270,964,645.51 391,702,895.55 253,198,029.96 Including: Operating income 416,590,690.21 270,964,645.51 391,702,895.55 253,198,029.96 II. Total operating cost 405,594,161.26 263,124,581.67 379,683,003.86 245,646,902.70 Including: Operating cost 340,008,362.48 231,160,863.83 317,853,432.18 215,509,662.82 Taxes and associate charges 2,667,562.08 2,104,896.33 1,564,240.09 770,149.20 Selling and distribution expenses 18,210,903.49 6,621,646.85 17,670,553.26 6,299,060.72 Administrative expenses 41,332,443.10 23,695,151.06 40,362,445.90 22,462,171.32 Financial expense -209,198.06 -457,976.40 707,074.84 605,858.64 Impairment loss 3,584,088.17 1,525,257.59 Add: gain from change in fair value Gain/(loss) from investment 10,762,974.03 10,762,974.03 7,042,544.80 7,042,544.80 Including: income form investment on affiliated enterprise and jointly 10,762,974.03 10,762,974.03 7,042,544.80 7,042,544.80 enterprise Foreign exchange difference III. Operating profit 21,759,502.98 18,603,037.87 19,062,436.49 14,593,672.06 Add: non-business income 581,182.40 262,648.20 1,045,415.13 108.41 Less: non-business expense 43,491.85 321.27 29,173.01 4,036.56 Including: loss from non-current asset 12,798.55 321.27 2,359.00 disposal IV. Total profit 22,297,193.53 18,865,364.80 20,078,678.61 14,589,743.91 Less: Income tax 2,273,363.06 2,025,597.69 3,052,991.02 1,886,846.78 V. Net profit 20,023,830.47 16,839,767.11 17,025,687.59 12,702,897.13 Net profit attributable to parent 18,510,879.01 16,839,767.11 14,537,035.74 12,702,897.13 company Minority shareholders’ gains and losses 1,512,951.46 2,488,651.85 VI. Earnings per share (I) basic earnings per share 0.05 0.04 (II) diluted earnings per share 0.05 0.04 Ⅶ. Other comprehensive income 0.00 778,500.00 778,500.00 Ⅷ. Total comprehensive income 20,023,830.47 16,839,767.11 17,804,187.59 13,481,397.13 Total comprehensive income 18,510,879.01 16,839,767.11 15,315,535.74 13,481,397.13 attributable to parent company Total comprehensive income 1,512,951.46 2,488,651.85 attributable to minority shareholders Legal representative: Zhang He Person in charge of accounting organ: Xu Junrao Principal of accounting organ: Xu Junrao 7 CASH FLOW STATEMENT Prepared by Dalian Refrigeration Co., Ltd. January-March, 2012 Unit: RMB January-March, 2012 January-March, 2011 Items Consolidation Parent Company Consolidation Parent Company I. Cash flows arising from operating activities: Cash received from selling commodities and 300,997,253.96 170,783,982.00 408,869,620.25 255,280,986.92 providing labor services Write-back of tax received Other cash received concerning operating 9,718,581.10 6,453,994.48 9,851,456.95 6,582,649.99 activities Subtotal of cash inflow arising from 310,715,835.06 177,237,976.48 418,721,077.20 261,863,636.91 operating activities Cash paid for purchasing commodities and 263,608,866.42 168,811,635.20 260,442,075.71 147,160,027.10 receiving labor service Cash paid to/for staff and workers 80,105,769.58 47,974,612.79 66,448,921.48 39,588,357.52 Taxes paid 37,562,124.14 24,453,539.89 21,893,482.43 12,596,763.62 Other cash paid concerning operating activities 30,469,933.64 14,006,315.72 37,523,926.51 18,316,500.95 Subtotal of cash outflow arising from 411,746,693.78 255,246,103.60 386,308,406.13 217,661,649.19 operating activities Net cash flows arising from operating -101,030,858.72 -78,008,127.12 32,412,671.07 44,201,987.72 activities II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income 27,875.00 2,550,000.00 27,875.00 Net cash received from disposal of fixed, 1,966.00 1,966.00 intangible and other long-term assets Other cash received concerning investing activities Subtotal of cash inflow from investing 27,875.00 2,550,000.00 29,841.00 1,966.00 activities Cash paid for purchasing fixed, intangible and 6,291,298.54 1,637,023.00 5,832,708.30 3,409,194.62 other long-term assets Cash paid for investment Other cash paid concerning investing activities Subtotal of cash outflow from investing 6,291,298.54 1,637,023.00 5,832,708.30 3,409,194.62 activities Net cash flows arising from investing -6,263,423.54 912,977.00 -5,802,867.30 -3,407,228.62 activities III. Cash flows arising from financing activities Cash received from absorbing investment Cash received from loans 1,000,000.00 1,500,000.00 8 Other cash received concerning financing activities Subtotal of cash inflow from financing 1,000,000.00 0.00 1,500,000.00 0.00 activities Cash paid for settling debts Cash paid for dividend and profit distributing 3,560,416.89 834,613.04 741,774.99 or interest paying Other cash paid concerning financing activities 63,007.69 73,432.05 Subtotal of cash outflow from financing 3,623,424.58 0.00 908,045.09 741,774.99 activities Net cash flows arising from financing -2,623,424.58 0.00 591,954.91 -741,774.99 activities IV. Influence on cash due to fluctuation in 21,174.14 -11.66 4,198.64 2.89 exchange rate V. Net increase of cash and cash equivalents -109,896,532.70 -77,095,161.78 27,205,957.32 40,052,987.00 Add: Balance of cash and cash equivalents at 681,077,489.30 585,557,597.61 491,775,575.71 373,620,785.42 the period -begin VI. Balance of cash and cash equivalents at the 571,180,956.60 508,462,435.83 518,981,533.03 413,673,772.42 period–end Legal representative: Zhang He Person in charge of accounting organ: Xu Junrao Principal of accounting organ: Xu Junrao 9