Dalian Refrigeration Co., Ltd. Quarterly Report For First Quarter, 2019 Dalian Refrigeration Co., Ltd. QUARTERLY REPORT FOR FIRST QUARTER, 2019 April, 2019 1 Dalian Refrigeration Co., Ltd. Quarterly Report For First Quarter, 2019 DALIAN REFRIGERATION CO., LTD. QUARTERLY REPORT FOR FIRST QUARTER, 2019 §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 January-March, 2019 January-March, 2018 with previous year Operating revenue 565,075,729.08 515,183,744.97 9.68% Net profit attributable to shareholders of 106,786,822.74 25,593,358.53 317.24% listed companies Net profit belonging to the shareholders of listed companies after the deduction of 16,426,346.23 24,307,838.37 -32.42% non-recurring profit and loss Net cash flow from operating activities -94,192,502.27 -117,217,303.00 19.64% Basic earnings per share 0.125 0.03 316.67% Diluted earnings per share 0.125 0.03 316.67% Weighted average return on net asset yield 3.11% 0.75% Increase 2.36 percentage points Increase/decrease compared March 31, 2019 December 31, 2018 with year beginning Total assets 5,484,524,296.09 5,568,279,452.26 -1.50% Owner's equity attributable to shareholders of 3,459,628,091.76 3,377,633,617.02 2.43% listed companies Note : Net profit attributable to parent company increased significantly y-o-y, mainly due to (1)The Gain from change in fair value of Guotai Junan has been recorded into the current profit and loss,which is about 64.5 million yuan;(2)During the reporting period, the Company's exchangeable corporate bondholders exchanged a total of 8.3889 million shares, increasing the current investment income by about 40.57 million yuan.All profit above has been recorded into the non-recurring gains and losses. non-recurring gains and losses √ Applicable □ Inapplicable Amount from beginning of year to the end of report Item of non-recurring gains and losses period Disposal gains and losses of non-current asset -12,865.50 Government subsidies included in current profit or loss 337,400.00 Disposal gains from investments on financial assets 105,065,192.11 2 Dalian Refrigeration Co., Ltd. Quarterly Report For First Quarter, 2019 available for sale Other operating revenue or expense 982,620.97 Income tax effect 15,992,063.20 Minority shareholders’ gains and losses 19,807.87 Total 90,360,476.51 2.2 Total number and particulars of the shareholders by the end of the report period Total shareholders at the end of report period 60,697 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 20.27% 170,916,934 0 person SANYO ELECTRIC CO LTD Foreign legal person 8.72% 73,503,150 0 Lin Zhenming Foreign natural person 0.76% 6,400,000 0 Wu An Domestic natural person 0.53% 4,500,000 0 Sun Huiming Domestic natural person 0.52% 4,384,079 0 BOCI SECURITIES LIMITED Foreign legal person 0.41% 3,471,602 0 Domestic Dalian industrial development non-state-owned legal 0.40% 3,406,725 0 investment Co., Ltd. person Xue Hong Domestic natural person 0.35% 2,940,000 0 Chen Naisheng Domestic natural person 0.27% 2,311,330 0 Chen Xiaoyue Domestic natural person 0.26% 2,210,000 0 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 Lin Zhenming 6,400,000 B Wu An 4,500,000 B Sun Huiming 4,384,079 B BOCI SECURITIES LIMITED 3,471,602 B Dalian industrial development investment co. LTD 3,406,725 A Xue Hong 2,940,000 B Chen Naisheng 2,311,330 A Chen Xiaoyue 2,210,000 A Dalian Bingshan Group Co., Ltd. had the association Notes to the associated relationship and uniform actions of relationship with Sanyo Electric Co., Ltd. among the the above shareholders above shareholders. Sanyo Electric Co., Ltd. holds 26.6% of Dalian Bingshan Group Co., Ltd.'s equity. 3 Dalian Refrigeration Co., Ltd. Quarterly Report For First Quarter, 2019 §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 the payment for the termination of the restricted stock incentive plan of 2016 . 2. Other current assets decreased significantly compared with the year-beginning, mainly due to the change of excess VAT paid. 3. Construction in progress increased significantly compared with the year-beginning, mainly due to the investment in Intelligent manufacturing project and the R22 reduction project. 4. 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. 5. Tax payable increased significantly compared with the year-beginning, mainly due to the increase of VAT payable and income tax payable. 6. Other accounts payable decreased significantly compared with the year-beginning, mainly due to the termination of the restricted stock incentive plan of 2016. 7. Bonds payable decreased significantly compared with the year-beginning, mainly due to the exchangeable bonds holders exchange shares centrally during the reporting period. 8. Other comprehensive income decreased significantly compared with the year-beginning, mainly due to according to the new financial instrument standard, the Company adjusted the net profit and loss of Guotai Jun ‘an stock market value to retained profit at the beginning of the period. 9. Assets impairment loss increased significantly y-o-y, mainly due to the provision for bad debts increased. 10. Gain from investment increased significantly y-o-y, mainly due to the investment income of the Company's exchangeable bonds exchange . 3.2 Important Progress and the analysis of the influence and solution □Applicable√Inapplicable Progress of share buybacks □Applicable√Inapplicable Progress of share buybacks in the way of centralized bidding for reduction □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 Accumu lated Fair Value Short Fair Curre Gains and Accounting Change Gains Account Type of Stock Form of Initial cost of Begin Book Value nt losses during Source Measurement and Losses in Current Sale Final Book value ing securities Code the investment value Change Purc the reporting of funds Model the Current subjects Stock Include hase period Period d in Equity Other non-curr Guotai Measuring at Own Stock 601211 15,710,008.00 369,195,071.40 64,497,437.84 0.00 0.00 150,999,966.00 64,497,437.84 316,556,661.20 ent Junan fair value fund financial assets Total 15,710,008.00 -- 369,195,071.40 64,497,437.84 0.00 0.00 150,999,966.00 64,497,437.84 316,556,661.20 -- -- The amount sold in the current period is the amount of the exchangeable bondholder's exchange shares during the reporting period. 3.6 Derivative investment □ Applicable √ Inapplicable 3.7 Table of investigation, communication, interview received □ Applicable √ Inapplicable 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 Dalian Refrigeration Co., Ltd. Quarterly Report For First Quarter, 2019 §4 Financial Report (attached) Not audited. Note: The adjustment of financial statements New Financial Instruments Standards, New Income Standards and New Leasing Standards for the First Implementation Relevant to Financial Statements at the Beginning of the Year √Applicable □Inapplicable Before adjustment After adjustment Consolidated Balance Sheet 31-Dec-2018 Consolidated Balance Sheet 1-Jan-2019 Finance asset held available for sales 382,186,729.99 Other non-current financial assets 382,186,729.99 Other comprehensive income 296,909,965.55 Other comprehensive income 2,501,459.77 Retained profit 764,859,288.45 Retained profit 1,059,267,794.23 Balance sheet of parent company 31-Dec-2018 Balance sheet of parent company 1-Jan-2019 Finance asset held available for sales 380,771,587.49 Othe non-current financial assets 380,771,587.49 Other comprehensive income 295,947,864.88 Other comprehensive income 1,539,359.10 Retained profit 640,251,261.47 Retained profit 934,659,767.25 According to the new financial instrument criteria, the original item of " Finance asset held available for sales " is adjusted to "other non-current financial assets"; Adjust the amount of other comprehensive income 294,408,505.78 yuan, and adjust the amount of retained profit 294,408,505.78 yuan. Board of Directors of Dalian Refrigeration Co., Ltd. April 20, 2019 5 Dalian Refrigeration Co., Ltd. Quarterly Report For First Quarter, 2019 BALANCE SHEET Prepared by Dalian Refrigeration Co., Ltd. March 31, 2019 Unit: RMB Yuan 31-Mar-2019 31-Dec-2018 Items Consolidation Parent Company Consolidation Parent Company Current assets: Monetary funds 209,941,012.92 71,894,007.89 343,026,485.11 186,976,185.10 Financial assets which are measured by fair value and which changes are recorded in current profit and loss Derivative financial assets Transaction financial assets Notes receivable&Accounts receivable 1,375,799,499.08 589,951,642.17 1,278,838,632.86 482,389,295.25 Notes receivable 148,786,229.10 65,906,701.69 171,292,044.56 63,673,648.65 Accounts receivable 1,227,013,269.98 524,044,940.48 1,107,546,588.30 418,715,646.60 Accounts in advance 152,421,203.21 53,121,720.19 158,405,300.50 69,577,538.44 Other receivables 52,283,388.09 15,020,565.37 48,508,755.15 14,003,269.34 Interest receivables 318,886.12 318,886.12 Dividend receivable 33,450.00 Inventories 441,703,966.17 194,904,326.29 450,195,300.53 194,747,632.08 Assets held for sale Non-current asset due within one year Other current assets 4,156,546.78 112,871.30 18,266,589.12 8,056,055.09 Total current assets 2,236,305,616.25 925,005,133.21 2,297,241,063.27 955,749,975.30 Non-current assets: Finance asset held available for sales 382,186,729.99 380,771,587.49 Held-to-maturity investment Long-term account receivable Long-term equity investment 1,654,219,138.55 2,236,966,467.66 1,619,693,570.97 2,201,953,842.42 Other Non-current financial assets 329,548,319.79 328,133,177.29 Investment property 99,092,566.72 110,211,634.07 100,338,241.99 111,421,702.70 Fixed assets 943,173,246.32 716,071,336.95 953,298,058.11 725,516,578.53 Construction in progress 27,170,405.13 26,534,676.14 19,796,212.82 18,010,457.61 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 145,546,361.30 69,477,696.79 147,018,592.71 70,049,323.57 Expense on Research and Development Goodwill 1,750,799.49 1,750,799.49 Long-term expenses to be apportioned 12,471,030.78 10,871,582.46 12,873,428.19 11,244,777.00 Deferred income tax asset 35,246,811.76 4,358,721.03 34,082,754.72 4,303,943.48 Other non-current asset Total non-current asset 3,248,218,417.89 3,502,625,030.44 3,271,038,388.99 3,523,272,212.80 Total assets 5,484,524,034.14 4,427,630,163.65 5,568,279,452.26 4,479,022,188.10 Current liabilities: Short-term loans 270,000,000.00 250,000,000.00 250,000,000.00 250,000,000.00 6 Dalian Refrigeration Co., Ltd. Quarterly Report For First Quarter, 2019 Financial liabilities which are measured by fair value and which changes are recorded in current profit and loss Derivative financial liabilities Transaction financial liabilities Notes payable and Accounts payable 1,153,682,791.77 434,080,197.75 1,132,891,095.19 412,799,816.79 Accounts received in advance 90,924,216.15 28,465,007.34 122,151,101.00 29,579,144.85 Wage payable 10,096,643.38 1,654,620.17 31,856,136.59 7,376,290.42 Taxes payable 34,729,883.70 24,231,419.28 13,608,212.32 3,399,150.12 Other accounts payable 32,589,226.09 6,137,434.21 63,313,958.43 30,439,931.10 Interest payable 216,664.93 216,664.93 1,369,527.78 1,369,527.78 Dividend payable 533,156.00 533,156.00 533,156.00 533,156.00 Liabilities held for sale Non-current liabilities due within one year 2,293,332.08 2,999,574.93 Other current liabilities Total current liabilities 1,594,316,093.17 744,568,678.75 1,616,820,078.46 733,594,333.28 Non-current liabilities: Long-term loans 177,610,335.66 160,000,000.00 160,000,000.00 160,000,000.00 Bonds payable 25,000,034.00 25,000,034.00 176,000,000.00 176,000,000.00 Preferred stock Perpetual bond Long-term account payable 1,532,949.94 1,532,949.94 Long-term wage payable Special Payable Anticipation liabilities Deferred income 101,994,603.65 59,676,911.69 103,542,093.79 60,907,828.40 Deferred income tax liabilities 45,250,831.33 45,250,831.33 51,954,442.22 51,954,442.22 Other non-current liabilities Total non-current liabilities 351,388,520.58 289,927,543.02 493,029,485.95 448,862,270.62 Total liabilities 1,945,704,613.75 1,034,496,221.77 2,109,849,564.41 1,182,456,603.90 Shareholders’ equity Share capital 843,212,507.00 843,212,507.00 855,434,087.00 855,434,087.00 Other equity instruments Preferred stock Perpetual bond Capital public reserve 726,768,468.00 771,270,562.83 760,365,342.00 804,867,436.83 Less: Treasury stock 21,026,106.00 21,026,106.00 Other comprehensive income 2,501,459.77 1,539,359.10 296,909,965.55 295,947,864.88 Special preparation Surplus public reserve 721,091,040.02 721,091,040.02 721,091,040.02 721,091,040.02 Generic risk reserve Retained profit 1,166,054,626.47 1,056,020,472.93 764,859,288.45 640,251,261.47 Total owner’s equity attributable to parent company 3,459,628,101.26 3,393,133,941.88 3,377,633,617.02 3,296,565,584.20 Minority interests 79,191,319.13 80,796,270.83 Total owner’s equity 3,538,819,420.39 3,393,133,941.88 3,458,429,887.85 3,296,565,584.20 Total liabilities and shareholder’s equity 5,484,524,034.14 4,427,630,163.65 5,568,279,452.26 4,479,022,188.10 Legal Representative: Ji Zhijian Chief Financial Official: Ma Yun Person in Charge of Accounting Organization: Mao Chunhua 7 Dalian Refrigeration Co., Ltd. Quarterly Report For First Quarter, 2019 INCOME STATEMENT Prepared by Dalian Refrigeration Co., Ltd. January-March, 2019 Unit: RMB Yuan January-March, 2019 January-March, 2018 Items Consolidation Parent Company Consolidation Parent Company I. Total sales 565,075,729.08 187,665,804.78 515,183,744.97 180,020,669.02 Including: Mainly operating income 553,275,988.57 178,128,672.23 505,677,469.36 173,154,990.37 Other operating income 11,799,740.51 9,537,132.55 9,506,275.61 6,865,678.65 II. Total operating cost 587,621,855.44 194,686,339.31 509,898,926.11 182,066,309.20 Including: Operating cost 489,840,572.83 165,187,241.26 423,905,884.12 159,122,415.64 Mainly Operating cost 482,538,506.00 158,657,243.21 419,479,072.32 155,568,616.97 Other operating cost 7,302,066.83 6,529,998.05 4,426,811.80 3,553,798.67 Taxes and associate charges 4,933,219.41 2,499,744.46 4,569,447.66 2,298,420.18 Selling and distribution expenses 27,191,351.97 117,823.03 23,648,268.09 226,199.11 Administrative expenses 44,989,946.11 17,738,863.49 42,168,653.90 16,436,280.69 R&D expenses 11,557,843.31 6,485,982.26 11,274,154.05 6,768,294.36 Financial expense 3,897,660.31 2,291,501.17 5,199,059.85 1,594,855.68 Including:interest expense 2,914,151.60 2,141,926.06 3,849,983.65 2,836,958.28 interest income 317,613.19 149,671.39 1,595,022.14 1,491,796.32 Assets impairment loss 5,211,261.50 365,183.64 -866,541.56 -4,380,156.46 Add:Other income 1,695,599.00 328,499.15 Gain/(loss) from investment 75,093,258.98 77,580,316.64 21,067,648.84 21,586,188.56 Including: income from investment on 34,525,567.58 35,012,625.24 20,767,648.84 21,286,188.56 affiliated enterprise and jointly enterprise Gain/(loss) from change in fair value 64,497,437.84 64,497,437.84 Exchange gains Gain/(loss) from asset disposal -12,865.50 -12,865.50 15,166.64 19,145.40 III. Operating profit 118,727,303.96 135,044,354.45 26,696,133.49 19,559,693.78 Add: non-business income 1,579,118.31 0.07 1,685,340.09 500.07 Including:Gain form non-current assets disposal Less: non-business expense 73,431.34 60,000.00 120,347.46 80,000.00 Including:Loss form non-current assets disposal IV. Total profit 120,232,990.93 134,984,354.52 28,261,126.12 19,480,193.85 Less: Income tax 15,051,119.89 13,623,658.34 2,589,476.69 439,653.28 V. Net profit 105,181,871.04 121,360,696.18 25,671,649.43 19,040,540.57 (I) Net profit from continuous operation (II)Net profit from discontinuing operation Net profit attributable to parent company 106,786,822.74 121,360,696.18 25,593,358.53 19,040,540.57 Minority shareholders’ gains and losses -1,604,951.70 78,290.90 VI. After-tax net amount of other -33,629,728.70 -33,629,728.70 comprehensive incomes After-tax net amount of other comprehensive incomes attributable to owners of the -33,629,728.70 -33,629,728.70 Company (I) Other comprehensive incomes that will not be reclassified into gains and losses 8 Dalian Refrigeration Co., Ltd. Quarterly Report For First Quarter, 2019 1. Changes in net liabilities or assets with a defined benefit plan upon re-measurement 2. Enjoyable shares in other comprehensive incomes in invests 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 reclassified into gains and losses 1. Enjoyable shares in other comprehensive incomes in invests that will be reclassified into gains and losses under the equity method 2. Gains and losses on fair value changes of -33,629,728.70 -33,629,728.70 available-for-sale financial assets 3. Gains and losses on reclassifying held-to-maturity investments into available-for-sale financial assets 4. Effective hedging gains and losses on cash flows 5. Foreign-currency financial statement translation difference 6.Others …… After-tax net amount of other comprehensive incomes attributable to minority shareholders VII Total comprehensive income 105,181,871.04 121,360,696.18 -7,958,079.27 -14,589,188.13 Total comprehensive income attributable to 106,786,822.74 121,360,696.18 -8,036,370.17 -14,589,188.13 parent company Total comprehensive income attributable to -1,604,951.70 78,290.90 minority shareholders VIII. Earnings per share (I) basic earnings per share 0.125 0.03 (II) diluted earnings per share 0.125 0.03 Legal Representative: Ji Zhijian Chief Financial Official: Ma Yun Person in Charge of Accounting Organization: Mao Chunhua 9 Dalian Refrigeration Co., Ltd. Quarterly Report For First Quarter, 2019 CASH FLOW STATEMENT Prepared by Dalian Refrigeration Co., Ltd. January -March, 2019 Unit: RMB Yuan January -March, 2019 January -March, 2018 Items Consolidation Parent Company Consolidation Parent Company I. Cash flows arising from operating activities: Cash received from selling commodities and 284,070,695.49 81,980,694.01 234,680,891.94 87,595,028.58 providing labor services Write-back of tax received 3,542,775.88 3,340,686.50 Other cash received concerning operating 7,857,373.35 1,158,866.54 14,176,990.93 3,619,053.46 activities Subtotal of cash inflow arising from operating 295,470,844.72 83,139,560.55 252,198,569.37 91,214,082.04 activities Cash paid for purchasing commodities and 226,160,305.96 98,322,285.24 186,514,869.99 111,441,564.06 receiving labor service Cash paid to/for staff and workers 111,727,370.94 36,960,571.65 112,992,030.52 41,872,999.01 Taxes paid 20,084,355.47 5,057,595.98 32,738,439.61 2,527,993.35 Other cash paid concerning operating activities 31,691,314.62 5,099,217.08 37,170,532.25 3,716,271.65 Subtotal of cash outflow arising from 389,663,346.99 145,439,669.95 369,415,872.37 159,558,828.07 operating activities Net cash flows arising from operating activities -94,192,502.27 -62,300,109.40 -117,217,303.00 -68,344,746.03 II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income 33,450.00 333,450.00 300,000.00 Net cash received from disposal of fixed, 460,000.00 460,000.00 1,892,374.11 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 493,450.00 460,000.00 78,225,824.11 76,300,000.00 activities Cash paid for purchasing fixed, intangible and 4,951,109.06 2,380,864.45 77,208,918.11 70,448,645.50 other long-term assets Cash paid for investment 4,327,733.43 Net cash paid for achievement of subsidiaries and other business units Other cash paid concerning investing activities Subtotal of cash outflow from investing 4,951,109.06 2,380,864.45 81,536,651.54 70,448,645.50 activities Net cash flows arising from investing activities -4,457,659.06 -1,920,864.45 -3,310,827.43 5,851,354.50 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 188,410,100.00 130,000,000.00 9,040,000.00 Cash received from issuing bonds Other cash received concerning financing 38,323,050.64 30,116,287.80 activities 10 Dalian Refrigeration Co., Ltd. Quarterly Report For First Quarter, 2019 Subtotal of cash inflow from financing 226,733,150.64 130,000,000.00 39,156,287.80 activities Cash paid for settling debts 169,838,295.15 130,000,000.00 17,810,100.00 Cash paid for dividend and profit distributing 3,755,722.29 3,294,788.91 4,431,888.96 3,216,043.81 or interest paying Including: dividends or profit paid by subsidiaries to minority shareholders Other cash paid concerning financing activities 59,402,310.07 47,566,389.36 10,774,088.89 2,279,264.40 Subtotal of cash outflow from financing 232,996,327.51 180,861,178.27 33,016,077.85 5,495,308.21 activities Net cash flows arising from financing activities -6,263,176.87 -50,861,178.27 6,140,209.95 -5,495,308.21 IV. Influence on cash due to fluctuation in -320,169.19 -25.09 -1,411,497.70 -686.11 exchange rate V. Net increase of cash and cash equivalents -105,233,507.39 -115,082,177.21 -115,799,418.18 -67,989,385.85 Add: Balance of cash and cash equivalents at 304,703,434.47 186,976,185.10 364,693,406.31 234,655,092.14 the period -begin VI. Balance of cash and cash equivalents at the 199,469,927.08 71,894,007.89 248,893,988.13 166,665,706.29 period–end Legal Representative: Ji Zhijian Chief Financial Official: Ma Yun Person in Charge of Accounting Organization: Mao Chunhua 11