DALIAN REFRIGERATION CO., LTD. QUARTERLY REPORT FOR FIRST QUARTER, 2013 §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. Xiao Yongqin, Financial Majordomo and the head of Accounting Department Ms. Rong Yan 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 Increase/decrease over January-March, January-March, the same period of last 2013 2012 year(%) Total operating income 398,118,579.67 416,590,690.21 -4.43% Net profit attributable to 21,179,181.50 18,510,879.01 14.41% shareholders of listed companies Net profit attributable to shareholders of listed companies 21,197,035.46 18,365,387.78 15.42% after deducting non-recurring gains/losses Net cash generated from operating -34,794,401.97 -101,030,858.72 65.56% activities Basic earnings per share 0.06 0.05 20% Diluted earnings per share 0.06 0.05 20% Increase 0.09 percent Return on equity 1.16% 1.07% age points December 31, Increase/decrease over March 31, 2013 2012 the end of last year(%) Total assets 2,936,304,232.37 2,937,190,656.69 -0.03% Owner’s equity attributable to 1,829,979,919.21 1,808,800,737.71 1.17% shareholders of listed companies 1 Amount from beginning of year to the end of Item of non-recurring gains and losses report period Disposal gains and losses of non-current asset -55,573.06 Non-operating income and expense, net -28,820.05 Income tax effect -6,384.51 Minority shareholders’ gains and losses -60,154.64 Total -17,853.96 2.2 Total number and particulars of the shareholders by the end of the report period Total shareholders at the end of report period 38,453 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 ABC-CA Industry Growth Stock Fund 7,000,000 A Putian Income Stock Fund 6,719,942 A ABC-CA Mid- and Small-Cap Stock Fund 4,813,183 A China Life Property & Casualty Insurance Co., Ltd.- 3,694,698 A Conventional-Normal insurance products Morgan Stanley & Co. International PLC 2,763,275 B Penghua Industrial Growth Stock Fund 2,104,699 A China Foreign Economy and Trade Trust Co., Ltd. - Yun 2,080,000 A Feng Securities Investment Pool Funds Trust Scheme CCB Principal Optimizing Allocation Mixed Stock Fund 1,718,059 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 remarkably increased in comparison with the beginning of the year, mainly due to increase of the cargo account with notes receivable from customers. 2. The amount of advances remarkably increased in comparison with the beginning of the year, mainly due to the advances for purchase of the equipment and for the project. 3. The interest receivable remarkably increased in comparison with the beginning of the year, mainly due to the interest of new term-deposit in the reporting period. 4. The construction in progress remarkably increased in comparison with the beginning of the year, mainly due to the production building decoration and equipment transformation. 5. The short-term loan remarkably increased in comparison with the beginning of the year, mainly due to increase of the short-term loan of subsidiary companies in the reporting period. 6. The wages & welfarism payable to employees remarkably decreased in comparison with the beginning of year, mainly due to that the provision for wages & welfarism payable to employees allotted at the end of the previous period was paid in this period. 2 7. The amount of taxes payable remarkably increased, mainly due to the provision allotted for income tax and VAT tax. 8. The financial expenses remarkably decreased, mainly due to increase of the term deposit with more interest revenue. 9. The assets impairment loss remarkably decreased, mainly due to increase of the receivable accounts of subsidiary companies and increase of the provision for bad debits in the same period. 10. The non-operating revenue remarkably increased, mainly due to increase of the amount of reduced or exempted taxes. 3.2 Analytic description of the progress of major matters, their influence and solutions □ 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 Securities investment □Applicable √Inapplicable 3.6 Derivative financial products investment □Applicable √Inapplicable 3 3.7 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, 2013 By telephone Institution Galaxy Securities' researchers office Company’s Jan. 10, 2013 By telephone Institution Huatai Securities’ researchers office Company’s Jan. 22, 2013 By telephone Institution Taikang Life Assets' researchers office CITIC Securities’, Galaxy Securities', Huatai Securities’, Company’s Feb. 6, 2013 By telephone Institution Haitong Securities', Guotai-Jun'an office Securities' and Guosen Securities’ researchers CITIC China Securities’, Fortune Information Company’s Field Feb. 19, 2013 Institution SGAM Fund’s and Everbright about the office investigation Securities’ researchers fundamentals of China Galaxy Securities', Haitong the Company Securities', China International Company’s Field Fund’s. China AMC’s, Penghua Feb. 27, 2013 Institution office investigation Fund's, ABC-CA Fund's, ABC Life's and China Life Insurance Asset's researchers. Haitong Securities', Changjiang Securities', Guotai-Jun'an Company’s Field Securities', Wanjia Fund’s, Mar. 11, 2013 Institution office investigation Fullgoal Fund's and Franklin Templeton Sealand Fund's researchers. §4 Financial Report (attached) Not audited. Board of Directors of Dalian Refrigeration Co., Ltd. April 20, 2013 4 BALANCE SHEET Prepared by Dalian Refrigeration Co., Ltd. March 31, 2013 Unit: RMB March 31, 2013 Dec.31, 2012 Assets Consolidation Parent Company Consolidation Parent Company Current Assets: Monetary funds 494,754,122.74 415,657,248.74 531,896,655.08 443,299,858.36 Transaction financial asset Notes receivable 65,404,623.95 52,861,835.68 41,966,544.97 27,500,254.79 Account receivable 385,366,363.89 190,906,066.60 352,261,726.74 173,525,044.14 Account paid in advance 40,383,332.79 16,565,785.20 31,249,976.50 12,919,740.55 Interest receivable 1,305,944.43 1,305,944.43 277,444.44 277,444.44 Dividend receivable 39,025.00 39,025.00 Other account receivable 20,639,983.90 8,164,039.48 18,963,969.53 6,092,721.42 Inventories 360,496,524.99 171,739,811.52 398,895,095.83 201,422,670.07 Non-current assets due within 1 year Other current assets 6,122,863.23 6,122,863.23 6,026,385.86 5,956,559.82 Total current assets 1,374,512,784.92 863,323,594.88 1,381,576,823.95 870,994,293.59 Non-current assets: Available for sale financial assets Long-term equity investment 974,542,882.87 1,084,120,111.79 962,636,635.50 1,072,213,864.42 Investing property Fixed asset 397,355,761.04 219,551,198.22 404,973,883.42 224,624,146.17 Project in construction 3,027,654.25 1,589,260.64 1,304,951.56 554,009.14 Engineering material Fixed asset disposal Intangible assets 165,860,035.76 97,949,636.07 165,794,041.15 98,611,277.13 Development expense Goodwill Long-term expense to be 2,946,899.04 2,580,216.02 2,981,518.62 2,610,452.93 apportioned Deferred tax assets 18,058,214.49 11,125,452.86 17,922,802.49 11,125,452.86 Other non-current assets Total non-current assets 1,561,791,447.45 1,416,915,875.60 1,555,613,832.74 1,409,739,202.65 Total assets 2,936,304,232.37 2,280,239,470.48 2,937,190,656.69 2,280,733,496.24 5 BALANCE SHEET (CONTINUED) March 31, 2013 Dec.31, 2012 Liabilities and shareholders’ equity Consolidation Parent Company Consolidation Parent Company Current liabilities: Short-term borrowings 39,500,000.00 29,500,000.00 Notes payable 80,130,863.31 59,972,264.69 79,127,124.20 58,628,509.20 Account payable 492,839,831.48 316,639,565.06 436,720,339.20 267,244,798.64 Account received in advance 230,914,360.11 101,693,922.38 288,041,113.23 142,944,087.68 Employee’s compensation payable 26,901,701.28 1,472,599.51 64,384,750.97 29,385,027.38 Tax payable 15,479,192.84 5,831,076.28 620,179.66 -4,577,147.78 Dividend payable 533,156.00 533,156.00 533,156.00 533,156.00 Other account payable 41,252,824.33 29,440,206.53 53,435,964.07 41,680,362.14 Non-current liabilities due within 1 year Other current liabilities 1,274,326.75 438,825.75 1,699,101.00 585,101.00 Total current liabilities 928,826,256.10 516,021,616.20 954,061,728.33 536,423,894.26 Non-current liabilities: Long-term borrowings Provisions for contingent liabilities Deferred tax liabilities Other non-current liabilities 74,829,358.79 25,813,358.79 73,275,358.79 25,373,358.79 Total non-current liabilities 74,829,358.79 25,813,358.79 73,275,358.79 25,373,358.79 Total liabilities 1,003,655,614.89 541,834,974.99 1,027,337,087.12 561,797,253.05 Owner’s equity Share capital 350,014,975.00 350,014,975.00 350,014,975.00 350,014,975.00 Capital surplus 584,852,283.21 583,623,355.59 584,852,283.21 583,623,355.59 Less: Treasury Stock Reserved fund 469,665,883.33 469,665,883.33 469,665,883.33 469,665,883.33 General risk provision Retained earnings 425,446,777.67 335,100,281.57 404,267,596.17 315,632,029.27 Foreign exchange difference Total owners' equity attributable to 1,829,979,919.21 1,738,404,495.49 1,808,800,737.71 1,718,936,243.19 holding company Minority interest 102,668,698.27 101,052,831.86 Total owner’s equity 1,932,648,617.48 1,738,404,495.49 1,909,853,569.57 1,718,936,243.19 Total liabilities and owner’s equity 2,936,304,232.37 2,280,239,470.48 2,937,190,656.69 2,280,733,496.24 Legal representative: Xiao Yongqin Person in charge of accounting organ: Rong Yan Principal of accounting organ: Rong Yan 6 INCOME STATEMENT Prepared by Dalian Refrigeration Co., Ltd. January-March, 2013 Unit: RMB January-March, 2013 January-March, 2012 Items Consolidation Parent Company Consolidation Parent Company I. Total sales 398,118,579.67 239,570,471.25 416,590,690.21 270,964,645.51 Including: Operating income 398,118,579.67 239,570,471.25 416,590,690.21 270,964,645.51 II. Total operating cost 385,527,670.24 230,710,083.95 405,594,161.26 263,124,581.67 Including: Operating cost 326,177,119.51 200,659,900.31 340,008,362.48 231,160,863.83 Taxes and associate charges 2,614,394.04 1,173,118.05 2,667,562.08 2,104,896.33 Selling and distribution expenses 14,354,008.94 4,934,168.47 18,210,903.49 6,621,646.85 Administrative expenses 42,113,334.77 25,224,485.73 41,332,443.10 23,695,151.06 Financial expense -602,206.75 -1,281,588.61 -209,198.06 -457,976.40 Impairment loss 871,019.73 3,584,088.17 Add: gain from change in fair value Gain/(loss) from investment 12,406,247.37 12,406,247.37 10,762,974.03 10,762,974.03 Including: income form investment on affiliated enterprise and jointly 11,906,247.37 11,906,247.37 10,762,974.03 10,762,974.03 enterprise Foreign exchange difference III. Operating profit 24,997,156.80 21,266,634.67 21,759,502.98 18,603,037.87 Add: non-business income 773,115.70 555,619.28 581,182.40 262,648.20 Less: non-business expense 81,808.22 43,491.85 321.27 Including: loss from non-current asset 55,855.11 12,798.55 321.27 disposal IV. Total profit 25,688,464.28 21,822,253.95 22,297,193.53 18,865,364.80 Less: Income tax 2,893,416.37 2,354,001.65 2,273,363.06 2,025,597.69 V. Net profit 22,795,047.91 19,468,252.30 20,023,830.47 16,839,767.11 Net profit attributable to parent 21,179,181.50 19,468,252.30 18,510,879.01 16,839,767.11 company Minority shareholders’ gains and losses 1,615,866.41 1,512,951.46 VI. Earnings per share -- (I) basic earnings per share 0.06 0.05 (II) diluted earnings per share 0.06 0.05 Ⅶ. Other comprehensive income 0.00 0.00 Ⅷ. Total comprehensive income 22,795,047.91 19,468,252.30 20,023,830.47 16,839,767.11 Total comprehensive income 21,179,181.50 19,468,252.30 18,510,879.01 16,839,767.11 attributable to parent company Total comprehensive income 1,615,866.41 1,512,951.46 attributable to minority shareholders Legal representative: Xiao Yongqin Person in charge of accounting organ: Rong Yan Principal of accounting organ: Rong Yan 7 CASH FLOW STATEMENT Prepared by Dalian Refrigeration Co., Ltd. January-March, 2013 Unit: RMB January-March, 2013 January-March, 2012 Items Consolidation Parent Company Consolidation Parent Company I. Cash flows arising from operating activities: Cash received from selling commodities and 272,914,240.85 153,484,997.42 300,997,253.96 170,783,982.00 providing labor services Write-back of tax received Other cash received concerning operating 10,078,066.15 6,168,726.30 9,718,581.10 6,453,994.48 activities Subtotal of cash inflow arising from 282,992,307.00 159,653,723.72 310,715,835.06 177,237,976.48 operating activities Cash paid for purchasing commodities and 174,906,276.30 96,807,140.01 263,608,866.42 168,811,635.20 receiving labor service Cash paid to/for staff and workers 92,190,406.19 60,478,790.78 80,105,769.58 47,974,612.79 Taxes paid 18,754,977.97 9,616,590.45 37,562,124.14 24,453,539.89 Other cash paid concerning operating activities 31,935,048.51 14,531,686.15 30,469,933.64 14,006,315.72 Subtotal of cash outflow arising from 317,786,708.97 181,434,207.39 411,746,693.78 255,246,103.60 operating activities Net cash flows arising from operating -34,794,401.97 -21,780,483.67 -101,030,858.72 -78,008,127.12 activities II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income 500,000.00 500,000.00 27,875.00 2,550,000.00 Net cash received from disposal of fixed, 330.00 intangible and other long-term assets Other cash received concerning investing activities Subtotal of cash inflow from investing 500,330.00 500,000.00 27,875.00 2,550,000.00 activities Cash paid for purchasing fixed, intangible and 3,859,100.28 787,507.00 6,291,298.54 1,637,023.00 other long-term assets Cash paid for investment Other cash paid concerning investing activities Subtotal of cash outflow from investing 3,859,100.28 787,507.00 6,291,298.54 1,637,023.00 activities Net cash flows arising from investing -3,358,770.28 -287,507.00 -6,263,423.54 912,977.00 activities III. Cash flows arising from financing activities Cash received from absorbing investment Cash received from loans 12,300,000.00 1,000,000.00 8 Other cash received concerning financing activities Subtotal of cash inflow from financing 12,300,000.00 0.00 1,000,000.00 0.00 activities Cash paid for settling debts 4,500,000.00 Cash paid for dividend and profit distributing 662,416.67 3,560,416.89 or interest paying Other cash paid concerning financing activities 63,007.69 Subtotal of cash outflow from financing 5,162,416.67 0.00 3,623,424.58 0.00 activities Net cash flows arising from financing 7,137,583.33 0.00 -2,623,424.58 0.00 activities IV. Influence on cash due to fluctuation in -49,023.80 -29.33 21,174.14 -11.66 exchange rate V. Net increase of cash and cash equivalents -31,064,612.72 -22,068,020.00 -109,896,532.70 -77,095,161.78 Add: Balance of cash and cash equivalents at 525,818,735.46 437,725,268.74 681,077,489.30 585,557,597.61 the period -begin VI. Balance of cash and cash equivalents at the 494,754,122.74 415,657,248.74 571,180,956.60 508,462,435.83 period–end Legal representative: Xiao Yongqin Person in charge of accounting organ: Rong Yan Principal of accounting organ: Rong Yan 9