DALIAN REFRIGERATION CO., LTD. QUARTERLY REPORT FOR FIRST QUARTER, 2014 §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. Ji Zhijian, Financial Majordomo Mrs. Rong Yan, and the head of Accounting Department Mrs. Mao Chunhua 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 2014 2013 year(%) Total operating income 374,282,883.67 398,118,579.67 -5.99% Net profit attributable to 20,642,828.05 21,179,181.50 -2.53% shareholders of listed companies Net profit attributable to shareholders of listed companies 20,709,697.13 21,197,035.46 -2.30% after deducting non-recurring gains/losses Net cash generated from operating -52,200,052.13 -34,794,401.97 -50.03% activities Basic earnings per share 0.06 0.06 0.00% Diluted earnings per share 0.06 0.06 0.00% Decrease 0.08 percen Return on equity 1.08% 1.16% tage points December 31, Increase/decrease over March 31, 2014 2013 the end of last year(%) Total assets 2,986,686,134.60 2,967,390,234.89 0.65% Owner’s equity attributable to 1,927,646,018.51 1,907,018,190.46 1.08% 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 -38,560.94 Non-operating income and expense, net -49,294.23 Income tax effect -22,926.20 Minority shareholders’ gains and losses 1,940.11 Total -66,869.08 2.2 Total number and particulars of the shareholders by the end of the report period Total shareholders at the end of report period 36,675 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 Penghua Chinese 50 Open-end Securities Investment 6,799,927 A Fund Zhongrong International Trust Co., Ltd.-Huixin No. 1 5,975,811 A National Social Security Fund Combination 404 4,599,985 A Penghua Dynamic Growth Hybrid Securities Investment 4,143,401 A Fund Zhongrong International Trust Co., Ltd.-Huixin No. 2 3,830,430 A BOCI SECURITIES LIMITED 3,270,654 B Northeast Securities Co., Ltd. 2,280,000 A Jiang Youchang 1,999,575 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. Other current assets remarkably increased in comparison with the beginning of the year, mainly due to the amortization of premium. 5. 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. 6. Sales expenses remarkably increased, mainly due to the growth of remuneration and freight. 7. The financial expenses remarkably decreased, mainly due to increase of the term deposit with 2 more interest revenue. 8. The assets impairment loss remarkably increased, mainly due to increase of the receivable accounts and increase of the provision for bad debits in the same period. 9. Income tax remarkably declined, mainly due to taxable income tax decreased and corresponding current taxes down. 3.2 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. 3.3 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 3.4 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 Field Researcher of China Merchant Jan. 3, 2014 Institution office investigation Fund Management Company’s Field Jan. 15, 2014 Institution Researcher of Penghua Fund office investigation Company’s Field Researcher of Guotai Junan Feb. 13, 2014 Institution office investigation Securities Researcher of Fuhua Securities Company’s Feb. 18, 2014 By telephone Institution Investment Trust Co., Ltd.; office researcher of China Securities Information Researcher from BOCI Securities, about the China Galaxy Securities, Guodu fundamentals of Securities, China Life Insurance the Company Company’s Field Feb. 20, 2014 Institution Assets, Rongtong Fund, Lord office investigation Abbett China Assets Management and China Post & Capital Fund Management Company’s Field Feb. 28, 2014 Institution Researcher of Bohai Securities office investigation Company’s Field Mar. 20, 2014 Institution Researcher of CICC office investigation §4 Financial Report (attached) Not audited. Board of Directors of Dalian Refrigeration Co., Ltd. April 22, 2014 3 BALANCE SHEET Prepared by Dalian Refrigeration Co., Ltd. March 31, 2014 Unit: RMB March 31, 2014 Dec.31, 2013 Assets Consolidation Parent Company Consolidation Parent Company Current Assets: Monetary funds 463,925,778.94 381,652,840.13 512,903,713.13 434,747,569.29 Transaction financial asset Notes receivable 62,092,172.10 39,201,307.94 39,827,031.77 20,694,679.80 Account receivable 430,413,421.39 207,078,284.10 369,712,746.70 170,582,156.81 Account paid in advance 41,246,158.19 14,457,665.88 26,031,386.32 6,125,477.96 Interest receivable 5,464,593.67 5,464,593.67 3,603,594.85 3,603,594.85 Dividend receivable 33,450.00 2,550,000.00 Other account receivable 29,787,643.51 15,672,245.26 24,514,740.07 12,822,775.66 Inventories 288,214,246.58 160,426,361.44 325,531,007.41 173,198,452.67 Non-current assets due within 1 year Other current assets 1,828,237.44 1,828,237.44 995,599.80 922,487.82 Total current assets 1,322,972,251.82 825,781,535.86 1,303,153,270.05 825,247,194.86 Non-current assets: Available for sale financial assets Long-term equity investment 1,022,647,187.82 1,132,224,416.74 1,021,946,998.64 1,131,524,227.56 Investing property Fixed asset 387,591,868.15 213,640,556.17 395,266,143.70 218,716,664.94 Project in construction 73,710,946.53 69,077,530.00 68,462,823.08 65,051,019.19 Engineering material Fixed asset disposal Intangible assets 155,988,401.88 90,776,686.17 155,190,230.51 89,590,975.25 Development expense Goodwill Long-term expense to be 4,214,358.70 3,865,206.36 3,901,749.71 3,548,214.70 apportioned Deferred tax assets 19,561,119.70 11,382,084.96 19,469,019.20 11,512,233.28 Other non-current assets Total non-current assets 1,663,713,882.78 1,520,966,480.40 1,664,236,964.84 1,519,943,334.92 Total assets 2,986,686,134.60 2,346,748,016.26 2,967,390,234.89 2,345,190,529.78 4 BALANCE SHEET (CONTINUED) March 31, 2014 Dec.31, 2013 Liabilities and shareholders’ equity Consolidation Parent Company Consolidation Parent Company Current liabilities: Short-term borrowings 40,000,000.00 37,500,000.00 Notes payable 89,002,835.59 54,633,169.31 80,293,515.17 55,821,881.28 Account payable 501,440,912.45 292,071,155.34 464,863,265.01 265,908,099.58 Account received in advance 161,186,886.36 92,149,650.97 177,238,388.99 107,267,861.73 Employee’s compensation payable 30,889,237.42 2,514,910.64 53,580,031.02 19,207,236.71 Tax payable 23,459,817.60 12,750,214.05 22,497,530.86 13,071,583.87 Dividend payable 1,483,156.00 533,156.00 2,053,911.36 533,156.00 Other account payable 39,776,896.60 41,446,875.53 51,929,364.03 51,184,849.13 Non-current liabilities due within 1 year Other current liabilities 1,274,325.75 438,825.75 1,699,101.00 585,101.00 Total current liabilities 888,514,067.77 496,537,957.59 891,655,107.44 513,579,769.30 Non-current liabilities: Long-term borrowings Provisions for contingent liabilities Deferred tax liabilities Other non-current liabilities 66,627,339.60 19,839,339.60 66,627,339.60 19,839,339.60 Total non-current liabilities 66,627,339.60 19,839,339.60 66,627,339.60 19,839,339.60 Total liabilities 955,141,407.37 516,377,297.19 958,282,447.04 533,419,108.90 Owner’s equity Share capital 350,014,975.00 350,014,975.00 350,014,975.00 350,014,975.00 Capital surplus 584,846,283.21 583,617,355.59 584,861,283.21 583,632,355.59 Less: Treasury Stock Reserved fund 505,533,065.25 505,533,065.25 505,533,065.25 505,533,065.25 General risk provision Retained earnings 487,251,695.05 391,205,323.23 466,608,867.00 372,591,025.04 Foreign exchange difference Total owners' equity attributable to 1,927,646,018.51 1,830,370,719.07 1,907,018,190.46 1,811,771,420.88 holding company Minority interest 103,898,708.72 102,089,597.39 Total owner’s equity 2,031,544,727.23 1,830,370,719.07 2,009,107,787.85 1,811,771,420.88 Total liabilities and owner’s equity 2,986,686,134.60 2,346,748,016.26 2,967,390,234.89 2,345,190,529.78 5 INCOME STATEMENT Prepared by Dalian Refrigeration Co., Ltd. January-March, 2014 Unit: RMB January-March, 2014 January-March, 2013 Items Consolidation Parent Company Consolidation Parent Company I. Total sales 374,282,883.67 217,115,363.87 398,118,579.67 239,570,471.25 Including: Operating income 374,282,883.67 217,115,363.87 398,118,579.67 239,570,471.25 II. Total operating cost 366,352,721.55 213,451,817.74 385,527,670.24 230,710,083.95 Including: Operating cost 298,175,021.24 179,986,409.09 326,177,119.51 200,659,900.31 Taxes and associate charges 2,769,660.58 881,268.98 2,614,394.04 1,173,118.05 Selling and distribution expenses 18,790,788.18 9,028,567.46 14,354,008.94 4,934,168.47 Administrative expenses 47,081,482.83 26,315,173.50 42,113,334.77 25,224,485.73 Financial expense -2,022,694.73 -2,759,601.29 -602,206.75 -1,281,588.61 Impairment loss 1,558,463.45 871,019.73 Add: gain from change in fair value Gain/(loss) from investment 15,965,189.18 15,965,189.18 12,406,247.37 12,406,247.37 Including: income form investment on affiliated enterprise and jointly 15,033,372.77 15,033,372.77 11,906,247.37 11,906,247.37 enterprise Foreign exchange difference III. Operating profit 23,895,351.30 19,628,735.31 24,997,156.80 21,266,634.67 Add: non-business income 436,805.42 146,275.25 773,115.70 555,619.28 Less: non-business expense 114,885.34 104,144.94 81,808.22 Including: loss from non-current asset 54,520.94 54,144.94 55,855.11 disposal IV. Total profit 24,217,271.38 19,670,865.62 25,688,464.28 21,822,253.95 Less: Income tax 1,765,332.00 1,056,567.43 2,893,416.37 2,354,001.65 V. Net profit 22,451,939.38 18,614,298.19 22,795,047.91 19,468,252.30 Net profit attributable to parent 20,642,828.05 18,614,298.19 21,179,181.50 19,468,252.30 company Minority shareholders’ gains and losses 1,809,111.33 1,615,866.41 VI. Earnings per share -- -- (I) basic earnings per share 0.06 0.06 (II) diluted earnings per share 0.06 0.06 Ⅶ. Other comprehensive income -11,250.00 -11,250.00 0.00 Ⅷ. Total comprehensive income 22,440,689.38 18,603,048.19 22,795,047.91 19,468,252.30 Total comprehensive income 20,631,578.05 18,603,048.19 21,179,181.50 19,468,252.30 attributable to parent company Total comprehensive income 1,809,111.33 1,615,866.41 attributable to minority shareholders 6 CASH FLOW STATEMENT Prepared by Dalian Refrigeration Co., Ltd. January-March, 2014 Unit: RMB January-March, 2014 January-March, 2013 Items Consolidation Parent Company Consolidation Parent Company I. Cash flows arising from operating activities: Cash received from selling commodities and 258,168,491.59 129,517,068.78 272,914,240.85 153,484,997.42 providing labor services Write-back of tax received Other cash received concerning operating 10,317,082.95 7,064,206.98 10,078,066.15 6,168,726.30 activities Subtotal of cash inflow arising from 268,485,574.54 136,581,275.76 282,992,307.00 159,653,723.72 operating activities Cash paid for purchasing commodities and 166,004,472.76 105,195,308.57 174,906,276.30 96,807,140.01 receiving labor service Cash paid to/for staff and workers 95,676,251.19 61,112,064.90 92,190,406.19 60,478,790.78 Taxes paid 25,901,701.92 10,673,352.23 18,754,977.97 9,616,590.45 Other cash paid concerning operating activities 33,103,200.80 18,348,465.16 31,935,048.51 14,531,686.15 Subtotal of cash outflow arising from 320,685,626.67 195,329,190.86 317,786,708.97 181,434,207.39 operating activities Net cash flows arising from operating -52,200,052.13 -58,747,915.10 -34,794,401.97 -21,780,483.67 activities II. Cash flows arising from investing activities: Cash received from recovering investment 15,000,000.00 15,000,000.00 Cash received from investment income 283,450.00 250,000.00 500,000.00 500,000.00 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 15,283,450.00 15,250,000.00 500,330.00 500,000.00 activities Cash paid for purchasing fixed, intangible and 8,032,238.93 6,814,611.62 3,859,100.28 787,507.00 other long-term assets Cash paid for investment Other cash paid concerning investing activities Subtotal of cash outflow from investing 8,032,238.93 6,814,611.62 3,859,100.28 787,507.00 activities Net cash flows arising from investing 7,251,211.07 8,435,388.38 -3,358,770.28 -287,507.00 activities III. Cash flows arising from financing activities Cash received from absorbing investment Cash received from loans 7,400,000.00 12,300,000.00 7 Other cash received concerning financing activities Subtotal of cash inflow from financing 7,400,000.00 0.00 12,300,000.00 0.00 activities Cash paid for settling debts 2,800,000.00 4,500,000.00 Cash paid for dividend and profit distributing 2,356,211.54 662,416.67 or interest paying Other cash paid concerning financing activities Subtotal of cash outflow from financing 5,156,211.54 0.00 5,162,416.67 0.00 activities Net cash flows arising from financing 2,243,788.46 0.00 7,137,583.33 0.00 activities IV. Influence on cash due to fluctuation in 4,381.10 97.56 -49,023.80 -29.33 exchange rate V. Net increase of cash and cash equivalents -42,700,671.50 -50,312,429.16 -31,064,612.72 -22,068,020.00 Add: Balance of cash and cash equivalents at 502,339,160.35 431,494,649.19 525,818,735.46 437,725,268.74 the period -begin VI. Balance of cash and cash equivalents at the 459,638,488.85 381,182,220.03 494,754,122.74 415,657,248.74 period–end 8