Dalian Refrigeration Co., Ltd. QUARTERLY REPORT FOR FIRST QUARTER, 2018 1 DALIAN REFRIGERATION CO., LTD. QUARTERLY REPORT FOR FIRST QUARTER, 2018 §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 All the directors have attended this Board meeting of the Company. 1.3 Chairman of the Board of Directors of the Company Mr. Ji Zhijian, Financial Majordomo Mr. Ma Yun, 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 compared with January-March, 2017 January-March, 2018 previous year Before adjustment After adjustment After adjustment Operating revenue 515,183,744.97 474,819,352.69 504,654,807.75 2.09% Net profit attributable to shareholders of 25,593,358.53 33,297,454.56 34,979,790.84 -26.83% listed companies Net profit belonging to the shareholders of listed companies after the deduction of 24,307,838.37 32,797,617.05 34,254,953.33 -29.04% non-recurring profit and loss Net cash flow from operating activities -117,217,303.00 -137,117,775.57 -157,927,050.15 25.78% Basic earnings per share 0.03 0.05 0.04 -25.00% Diluted earnings per share 0.03 0.05 0.04 -25.00% Weighted average return on net asset yield 0.75% 1.02% 1.05% Decrease 0.30 percentage points Increase/decrease compared with December 31, 2017 March 31, 2018 previous year Before adjustment After adjustment After adjustment Total assets 5,430,876,897.88 4,994,298,464.88 5,619,621,500.67 -3.36% Owner's equity attributable to shareholders 3,409,943,829.36 3,275,951,495.82 3,416,531,064.91 -0.19% of listed companies Note 1: Net profit attributable to parent company decreased significantly y-o-y, mainly due to the cash dividend 11.15 million from Guotai Junan last period. After deducting the cash dividend effect from Guotai Junan, the net profit attributable to parent company increased 7.39% y-o-y. Note 2: Guotai Junan disclosed 2017 Profit Distribution Preplan on March 30, 2018. The dividend of RMB 4.0 in cash (including tax) will be distributed for every 10 shares. If the above mentioned 2017 Profit Distribution Preplan approved by 2017 shareholders’ general meeting of Guotai Junan, the Company would share a cash dividend of 10.84 million according to the 27,098,895 shares of Guotai Junan currently held by the Company. non-recurring gains and losses √ Applicable □ Inapplicable 2 Item of non-recurring gains and losses Amount from beginning of year to the end of report period Disposal gains and losses of non-current asset 15,166.64 Government subsidies included in current profit or loss 500,600.00 The cost of investment that the Company acruring subsidiary,the associated and the joint venture are less 1,068,246.27 than the book net assets of the invested entity Other operating revenue or expense -3,853.64 Income tax effect 266,873.53 Minority shareholders’ gains and losses 27,765.58 Total 1,285,520.16 2.2 Total number and particulars of the shareholders by the end of the report period Total shareholders at the end of report period 51,354 Shareholding of top ten shareholders Number of Number of Total shares with Name Nature Proportion pledged shares number sale or shares frozen restriction Domestic Dalian Bingshan Group Co., Ltd. non-state-owned legal 19.97% 170,916,934 0 person SANYO ELECTRIC CO LTD Foreign legal person 8.59% 73,503,150 0 Domestic Huatai securities Co. LTD. non-state-owned legal 0.89% 7,630,001 0 person Lin Zhenming Foreign natural person 0.73% 6,280,000 0 JOHCM INTERNATIONAL Overseas legal person 0.63% 5,432,942 0 SMALL CAP EQUITY FUND Wu An Domestic natural person 0.61% 5,187,230 0 Industrial Securities Gold Kylin 2 Others 0.60% 5,101,286 0 Aggregate asset management plan Sun Huiming Domestic natural person 0.51% 4,384,079 0 Caitong Capital Kunze No. 2 Others 0.48% 4,114,534 0 Securities Investment Fund National Social Security Funds 104 Others 0.48% 4,105,157 0 Portfolio Particulars about shares held by the top ten negotiable shareholders not subject to conditional sales Name of shareholder EORP (shares) Type Dalian Bingshan Group Co., Ltd. 170,916,934 A SANYO ELECTRIC CO LTD 73,503,150 B Huatai securities Co. LTD. 7,630,001 A Lin Zhenming 6,280,000 B JOHCM INTERNATIONAL 5,432,942 B SMALL CAP EQUITY FUND Wu An 5,187,230 B Industrial Securities Gold Kylin 2 Aggregate asset management plan 5,101,286 A Sun Huiming 4,384,079 B Caitong Capital Kunze No. 2 Securities Investment Fund 4,114,534 A National Social Security Funds 104 Portfolio 4,105,157 A Dalian Bingshan Group Co., Ltd. had the association relationship with Sanyo Notes to the associated relationship and uniform actions of the above Electric Co., Ltd. among the above shareholders shareholders. Sanyo Electric Co., Ltd. holds 26.6% of Dalian Bingshan Group Co., Ltd.'s equity. 3 §3 Important Matters 3.1 Major changes in main financial items and indexes, and description of the cause √ Applicable □ Inapplicable 1. Monetary fund decreased significantly compared with the year-beginning, mainly due to fund-raise capital from privately offering of A-share decreased after payment for fund-raised projects. 2. Interest receivable decreased significantly compared with the year-beginning, mainly due to the accrual of interest on CDs expired partly. 3. Other current assets decreased significantly compared with the year-beginning, mainly due to the bank financial product investment of 76 million expired and took back. 4. Payment in advance decreased significantly compared with the year-beginning, mainly due to the advance payment transferring income. 5. Employee compensation payable decreased significantly compared with the year-beginning, mainly due to the payment of provision employee compensation of last period-end during the reporting period. 6. Tax payable decreased significantly compared with the year-beginning, mainly due to the decrease of VAT payable and income tax payable. 7. Taxes and surcharge increased significantly y-o-y, mainly due to the increase of paying VAT attached. 8. Financial expense increased significantly y-o-y, mainly due to the credit loan increase, and increase in interest income accordingly during the reporting period. 9. Investment income decreased significantly y-o-y, mainly due to the cash dividend 11.15 million from Guotai Junan last period. 10.Net cash flow from investing activities increased significantly y-o-y, mainly due to the bank financial product investment of 76 million expired and took back, and the investment in cash 39.20 million to the Dalian Bingshan Group Management Consulting Co., Ltd. during last period. 11. Net cash flow from financing activities decreased significantly y-o-y, mainly due to the Company receiving less bank loan during the reporting period. 3.2 Important Progress and the analysis of the influence and solution □Applicable√Inapplicable 3.3 Commitments of the Company or its shareholders , actual controller and other related parties in the reporting period or carried to the reporting period □ Applicable √ Inapplicable 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 The securities investment √Applicable □Inapplicable Gain/(lo Short Proporti Financial Initial cost Number of Number of Proportion ss) Type of Stock Form on of Final Book Stock of initial final of final during accounting subject securities Code of the initial value sources investment holdings holdings holdings reportin Stock holdings g period Guotai Finance asset held legal persons Stock 601211 27,098,895.00 27,098,895 0.31% 27,098,895 0.31% 462,307,148.70 0.00 Junan available for sales investment Total 27,098,895.00 27,098,895 -- 27,098,895 -- 462,307,148.70 0.00 -- -- 3.6 Derivative investment □ Applicable √ Inapplicable 3.7 Table of investigation, communication, interview received Receiving time Way of receiving Received object type Basic situation index Jan. 10, 2018 Field investigation Institution http://irm.cninfo.com.cn/ssessgs/S000530 Jan.19, 2018 Field investigation Institution http://irm.cninfo.com.cn/ssessgs/S000530 Jan. 25, 2018 Field investigation Institution http://irm.cninfo.com.cn/ssessgs/S000530 3.8 Violation of external guaranty □ Applicable √ Inapplicable 3.9 Non-operation capital occupation by holding shareholders and their related parties in the listed company □ Applicable √ Inapplicable 4 §4 Financial Report (attached) Not audited. Board of Directors of Dalian Refrigeration Co., Ltd. April 20, 2018 5 BALANCE SHEET Prepared by Dalian Refrigeration Co., Ltd. March 31, 2018 Unit: RMB Yuan 31-Mar-2018 31-Dec-2017 Assets Consolidation Parent Company Consolidation Parent Company Current assets: Monetary funds 257,172,342.88 166,665,706.29 394,809,694.11 234,655,092.14 Financial assets which are measured by fair value and which changes are recorded in current profit and loss Derivative financial assets Notes receivable 144,227,877.24 50,566,832.08 172,818,176.20 57,455,446.82 Accounts receivable 1,034,078,842.91 385,438,437.78 1,036,255,895.79 356,557,956.93 Accounts in advance 180,433,896.83 62,078,894.99 140,808,375.21 33,125,666.30 Interest receivables 950,000.00 950,000.00 1,871,783.33 1,871,783.33 Dividend receivable 33,450.00 Other receivables 62,117,615.34 2,894,936.01 52,049,009.83 2,822,798.03 Inventories 394,353,577.03 148,445,182.43 352,279,664.64 149,549,915.80 Assets held for sale Non-current asset due within one year Other current assets 29,129,086.07 17,015,411.27 114,907,269.33 102,402,409.84 Total current assets 2,102,463,238.30 834,055,400.85 2,265,833,318.44 938,441,069.19 Non-current assets: Finance asset held available for sales 476,318,807.29 474,903,664.79 515,783,193.99 514,468,051.49 Held-to-maturity investment Long-term account receivable Long-term equity investment 1,583,455,140.69 2,065,724,740.44 1,568,255,738.12 2,044,438,551.88 Investment property 103,467,573.19 114,441,301.36 103,861,275.27 114,812,363.92 Fixed assets 882,325,113.17 650,437,056.88 890,874,647.40 658,637,271.68 Construction in progress 83,555,824.15 80,307,439.72 82,999,382.90 80,314,961.09 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 151,328,375.26 71,050,325.15 143,918,516.87 71,715,598.15 Expense on Research and Development Goodwill 1,750,799.49 1,750,799.49 Long-term expenses to be apportioned 14,123,859.38 12,364,360.62 14,431,131.01 12,737,555.16 Deferred income tax asset 32,088,166.96 5,375,507.65 31,913,497.18 5,815,160.93 Other non-current asset Total non-current asset 3,328,413,659.58 3,474,604,396.61 3,353,788,182.23 3,502,939,514.30 Total assets 5,430,876,897.88 4,308,659,797.46 5,619,621,500.67 4,441,380,583.49 Legal Representative: Ji Zhijian Chief Financial Official: Ma Yun Person in Charge of Accounting Organization: Mao Chunhua 6 BALANCE SHEET (CONTINUED) Prepared by Dalian Refrigeration Co., Ltd. March 31, 2018 Unit: RMB Yuan 31-Mar-2018 31-Dec-2017 Liabilities and shareholders’ equity Consolidation Parent Company Consolidation Parent Company Current liabilities: Short-term loans 340,000,000.00 260,000,000.00 349,801,300.00 260,000,000.00 Derivative financial liabilities Notes payable 238,017,851.35 117,676,094.60 260,443,167.67 119,034,784.44 Accounts payable 852,903,152.80 337,843,695.85 889,964,317.63 385,076,569.09 Accounts received in advance 82,488,841.84 10,012,680.37 147,172,195.05 61,450,463.91 Wage payable 17,626,155.71 1,414,295.52 46,751,562.36 11,445,665.15 Taxes payable 13,819,148.03 1,200,505.01 29,992,558.62 1,274,710.89 Interest payable 379,085.53 379,085.53 Dividend payable 863,516.60 533,156.00 863,516.60 533,156.00 Other accounts payable 62,967,964.22 28,163,158.62 67,674,829.07 30,346,173.96 Liabilities held for sale Non-current liabilities due within one year Other current liabilities Total current liabilities 1,608,686,630.55 756,843,585.97 1,793,042,532.53 869,540,608.97 Non-current liabilities: Long-term loans 160,000,000.00 160,000,000.00 160,000,000.00 160,000,000.00 Bonds payable Long-term account payable Long-term wage payable Deferred income 99,108,953.55 55,941,452.55 100,336,504.07 56,890,504.07 Deferred income tax liabilities 65,494,908.31 65,494,908.31 71,429,566.31 71,429,566.31 Other non-current liabilities Total non-current liabilities 324,603,861.86 281,436,360.86 331,766,070.38 288,320,070.38 Total liabilities 1,933,290,492.41 1,038,279,946.83 2,124,808,602.91 1,157,860,679.35 Shareholders’ equity Share capital 855,908,981.00 855,908,981.00 856,487,181.00 856,487,181.00 Other equity instruments Capital public reserve 757,280,151.56 801,782,246.39 757,532,081.34 802,034,176.17 Less:Treasury stock 21,026,106.00 21,026,106.00 23,305,370.40 23,305,370.40 Other comprehensive income 373,639,273.41 372,677,172.74 407,269,002.11 406,306,901.44 Special preparation Surplus public reserve 668,150,375.30 668,150,375.30 668,150,375.30 668,150,375.30 Retained profit 775,991,154.09 592,887,181.20 750,397,795.56 573,846,640.63 Translation of foreign currency capital Total owner’s equity attributable to parent company 3,409,943,829.36 3,270,379,850.63 3,416,531,064.91 3,283,519,904.14 Minority interests 87,642,576.11 78,281,832.85 Total owner’s equity 3,497,586,405.47 3,270,379,850.63 3,494,812,897.76 3,283,519,904.14 Total liabilities and shareholder’s equity 5,430,876,897.88 4,308,659,797.46 5,619,621,500.67 4,441,380,583.49 Legal Representative: Ji Zhijian Chief Financial Official: Ma Yun Person in Charge of Accounting Organization: Mao Chunhua 7 INCOME STATEMENT Prepared by Dalian Refrigeration Co., Ltd. January-March, 2018 Unit: RMB Yuan January-March, 2018 January-March, 2017 Items Consolidation Parent Company Consolidation Parent Company I. Total sales 515,183,744.97 180,020,669.02 504,654,807.75 191,248,157.66 Including: Operating income 515,183,744.97 180,020,669.02 504,654,807.75 191,248,157.66 II. Total operating cost 509,898,926.11 182,066,309.20 499,031,473.17 190,640,540.70 Including: Operating cost 423,905,884.12 159,122,415.64 423,056,262.70 166,603,901.44 Taxes and associate charges 4,569,447.66 2,298,420.18 3,075,268.64 1,649,780.92 Selling and distribution expenses 23,648,268.09 226,199.11 20,316,993.53 652,777.41 Administrative expenses 53,442,807.95 23,204,575.05 53,404,451.03 23,933,429.36 Financial expense 5,199,059.85 1,594,855.68 879,115.61 124,728.04 Impairment loss -866,541.56 -4,380,156.46 -1,700,618.34 -2,324,076.47 Add: Gain/(loss) from change in fair value Gain/(loss) from investment 21,067,648.84 21,586,188.56 31,503,380.46 48,868,481.05 Including: income from investment on affiliated 20,767,648.84 21,286,188.56 20,086,145.33 20,086,145.33 enterprise and jointly enterprise Gain/(loss) from asset disposal 15,166.64 19,145.40 72,310.71 72,310.71 Other income 328,499.15 III. Operating profit 26,696,133.49 19,559,693.78 37,199,025.75 49,548,408.72 Add: non-business income 1,685,340.09 500.07 1,265,489.18 138,418.00 Less: non-business expense 120,347.46 80,000.00 19,842.24 IV. Total profit 28,261,126.12 19,480,193.85 38,444,672.69 49,686,826.72 Less: Income tax 2,589,476.69 439,653.28 3,010,696.66 348,611.47 V. Net profit 25,671,649.43 19,040,540.57 35,433,976.03 49,338,215.25 (I) Classification by continuous operation 1. Net profit from continuous operation 25,671,649.43 19,040,540.57 35,433,976.03 49,338,215.25 2. Net profit from discontinuing operation (II)Classification by ownership 1.Net profit attributable to parent company 25,593,358.53 19,040,540.57 34,979,790.84 49,338,215.25 2.Minority shareholders’ gains and losses 78,290.90 454,185.19 VI. After-tax net amount of other comprehensive -33,629,728.70 -33,629,728.70 -8,528,746.74 -8,265,080.66 incomes After-tax net amount of other comprehensive -33,629,728.70 -33,629,728.70 -8,528,746.74 -8,265,080.66 incomes attributable to owners of the Company (I) Other comprehensive incomes that will not be reclassified into gains and losses 1. Changes in net liabilities or assets with a defined benefit plan upon re-measurement 2. Enjoyable shares in other comprehensive incomes in investees that cannot be reclassified into gains and losses under the equity method (II) Other comprehensive incomes that will be -33,629,728.70 -33,629,728.70 -8,528,746.74 -8,265,080.66 reclassified into gains and losses 1. Enjoyable shares in other comprehensive incomes in investees that will be reclassified into -263,666.08 gains and losses under the equity method 2. Gains and losses on fair value changes of -33,629,728.70 -33,629,728.70 -8,265,080.66 -8,265,080.66 available-for-sale financial assets 3. Gains and losses on reclassifying held-to-maturity investments into available-for-sale financial assets 8 4. Effective hedging gains and losses on cash flows 5. Foreign-currency financial statement translation difference 6. Other After-tax net amount of other comprehensive incomes attributable to minority shareholders VII Total comprehensive income -7,958,079.27 -14,589,188.13 26,905,229.29 41,073,134.59 Total comprehensive income attributable to -8,036,370.17 -14,589,188.13 26,451,044.10 41,073,134.59 parent company Total comprehensive income attributable to 78,290.90 454,185.19 minority shareholders VIII. Earnings per share (I) basic earnings per share 0.03 0.04 (II) diluted earnings per share 0.03 0.04 Legal Representative: Ji Zhijian Chief Financial Official: Ma Yun Person in Charge of Accounting Organization: Mao Chunhua 9 CASH FLOW STATEMENT Prepared by Dalian Refrigeration Co., Ltd. January -March, 2018 Unit: RMB Yuan January -March, 2018 January -March, 2017 Items Consolidation Parent Company Consolidation Parent Company I. Cash flows arising from operating activities: Cash received from selling commodities and 234,680,891.94 87,595,028.58 301,122,870.03 76,710,267.43 providing labor services Write-back of tax received 3,340,686.50 5,056,014.38 Other cash received concerning operating 14,176,990.93 3,619,053.46 8,339,100.88 1,574,756.48 activities Subtotal of cash inflow arising from 252,198,569.37 91,214,082.04 314,517,985.29 78,285,023.91 operating activities Cash paid for purchasing commodities and 186,514,869.99 111,441,564.06 313,953,489.13 115,453,705.91 receiving labor service Cash paid to/for staff and workers 112,992,030.52 41,872,999.01 106,761,004.77 40,953,327.52 Taxes paid 32,738,439.61 2,527,993.35 19,238,059.23 2,164,084.70 Other cash paid concerning operating 37,170,532.25 3,716,271.65 32,492,482.31 2,660,805.51 activities Subtotal of cash outflow arising from 369,415,872.37 159,558,828.07 472,445,035.44 161,231,923.64 operating activities Net cash flows arising from operating -117,217,303.00 -68,344,746.03 -157,927,050.15 -82,946,899.73 activities II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income 333,450.00 300,000.00 11,192,594.05 21,153,569.05 Net cash received from disposal of fixed, 1,892,374.11 120,520.00 intangible and other long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing 76,000,000.00 76,000,000.00 activities Subtotal of cash inflow from investing 78,225,824.11 76,300,000.00 11,313,114.05 21,153,569.05 activities Cash paid for purchasing fixed, intangible 77,208,918.11 70,448,645.50 27,831,200.35 21,105,516.46 and other long-term assets Cash paid for investment 4,327,733.43 39,200,000.00 39,200,000.00 Net cash paid for achievement of subsidiaries and other business units Other cash paid concerning investing activities Subtotal of cash outflow from investing 81,536,651.54 70,448,645.50 67,031,200.35 60,305,516.46 activities Net cash flows arising from investing -3,310,827.43 5,851,354.50 -55,718,086.30 -39,151,947.41 activities III. Cash flows arising from financing activities Cash received from absorbing investment Including: Cash received from absorbing minority shareholders' equity investment by subsidiaries Cash received from loans 9,040,000.00 35,819,700.00 3,000,000.00 Other cash received concerning financing 30,116,287.80 21,576,815.56 activities Subtotal of cash inflow from financing 39,156,287.80 57,396,515.56 3,000,000.00 activities 10 Cash paid for settling debts 17,810,100.00 24,000,000.00 Cash paid for dividend and profit distributing 4,431,888.96 3,216,043.81 1,123,770.83 480,000.00 or interest paying Including: dividends or profit paid by subsidiaries to minority shareholders Other cash paid concerning financing 10,774,088.89 2,279,264.40 11,632,035.91 activities Subtotal of cash outflow from financing 33,016,077.85 5,495,308.21 36,755,806.74 480,000.00 activities Net cash flows arising from financing 6,140,209.95 -5,495,308.21 20,640,708.82 2,520,000.00 activities IV. Influence on cash due to fluctuation in -1,411,497.70 -686.11 -315,714.24 -320.32 exchange rate V. Net increase of cash and cash equivalents -115,799,418.18 -67,989,385.85 -193,320,141.87 -119,579,167.46 Add: Balance of cash and cash equivalents at 364,693,406.31 234,655,092.14 691,238,822.98 495,217,106.54 the period -begin VI. Balance of cash and cash equivalents at 248,893,988.13 166,665,706.29 497,918,681.11 375,637,939.08 the period–end Legal Representative: Ji Zhijian Chief Financial Official: Ma Yun Person in Charge of Accounting Organization: Mao Chunhua 11