DALIAN REFRIGERATION CO., LTD. QUARTERLY REPORT FOR THIRD QUARTER, 2009 §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 2009.9.30 2008.12.31 Increase/decrease over 2008.12.31(%) Total assets 2,701,669,428.72 2,719,626,555.64 -0.66% Shareholder’s equity 1,702,162,871.67 1,656,813,415.66 2.74% Net assets per share 4.86 4.73 2.75% 2009.7-9 2009.1-9 Increase/decrease over 2008.1-9(%) Total operating income 362,926,575.98 958,336,722.44 -18.64% Net profit 30,334,809.93 92,908,709.60 -1.03% Net cash generated from operating activities - 59,994,857.83 233.33% Net cash per share generated from operating activities - 0.17 230.77% Basic earnings per share 0.09 0.27 0.00% Diluted earnings per share 0.09 0.27 0.00% Return on equity 1.78% 5.46% Decrease 0.32 percentage points ROE after deducting non-recurring gains/losses 1.70% 5.26% Decrease 0.27 percentage points2 Item of non-recurring gains and losses Amount from beginning of year to the end of report period Net of Non-operating income and expense 5,273,094.89 Minority shareholders’ gains and losses -849,765.89 Income tax effect -1,071,698.69 Total 3,351,630.31 2.2 Total number and particulars of the shareholders by the end of the report period Total shareholders at the end of report period 42,667 Particulars about shares held by the top ten negotiable shareholders not subject to conditional sales Name of shareholder EOY (shares) Type SANYO ELECTRIC CO LTD 35,001,500 B DREYFUS GREATER CHINA FD 16,033,167 B Huaxia Fuxing Stock-type Security Investment Fund 4,586,508 A Dongfeng No. 3 Collective Assets Management Plan 4,243,427 A Huaxia Dividend Mixed Type Open Security Investment Fund 3,643,429 A Jiuzhou Development Co., Jilin Province 3,150,000 A Di Rong 1,931,600 A Dalian State-owned Assets Management Co., Ltd. 1,650,000 A Dalian Industrial Development Investment Corp. 1,622,250 A Huaxia Securities Co., Ltd. 1,575,000 A §3 Important Matters 3.1 Major changes in main financial items and indexes, and description of the cause √ Applicable □ Inapplicable 1. There is a marked increase in prepayment item as compared to that early this year, mainly due to purchasing machine equipment. 2. There is a marked increase in dividends receivable, mainly because the time of payment for dividing the dividends in the combined company has not come. 3. There is a marked increase in the financial assets available for sale as compared to that early this year, because the 2.34 million floating stock of Dalian Rubber & Plastic Machinery Co., Ltd. held by Company fluctuate in market value. 4. There is a marked increase in the work under progress as compared to that early this year, mainly because the factory buildings under way for some sub-company have not been completed. 5. There is a marked decrease in short-term loans as compared to that early this year, mainly due to loan repayment. 6. There is a marked decrease in the remuneration payable to the employees as compared to that early this year, mainly because the remuneration payable due to drawing in the end of last period was paid in this period. 7. There is a marked decrease in the financial expenses, mainly because the amount of loans is less than that in the same period last year.3 8. There is a marked increase in non-business income, mainly because more related deferred income has been confirmed for this period. 9. There is a marked decrease in the income tax expenses, mainly because no makeup tax payment is necessary for the investment income to which the uniform income tax rate applies. 3.2 Analytic description of major matters, their influence and solutions □ Applicable √ Inapplicable 3.3 Undertaking matters for trial sales of state shares and implementation √ Applicable □Inapplicable Bingshan Group undertook that the Dalian Refrigeration Co., Ltd.’s state shares held by it would not be listed for trading or assigned within 12 months from the date when their being allowed to be listed for trading in the A-share market; that the shares would not be listed for trading within 48 months after expiry of the aforementioned undertaking. Bingshan Group well fulfilled the above undertaking. 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 The Company has neither provided fund to its controlling shareholders and its related parties, nor provided external guarantee out of regulation. 3.5.1 Table of investigation, communication, interview received Date of reception Place of reception Way of reception Guest received Main content of discussion and information provided July 13, 2009 In company By telephone Research fellow of Haitong Securities July 21, 2009 In company By telephone Research fellow of East Securities Fundemental information of company §4 Financial Report (attached) Not audited. Board of Directors of Dalian Refrigeration Co., Ltd. October 28, 20094 BALANCE SHEET Prepared by Dalian Refrigeration Co., Ltd. September 30, 2009 Unit: RMB September 30, 2009 Dec.31, 2008 Assets Consolidation Parent Company Consolidation Parent Company Current assets: Monetary funds 310,759,100.82 224,379,864.32 312,337,783.75 228,316,557.10 Transaction finance asset Notes receivable 42,811,866.12 26,203,560.00 45,482,748.85 43,487,353.38 Accounts receivable 451,266,197.38 244,071,376.74 437,078,053.74 240,792,212.32 Accounts in advance 32,734,111.86 12,016,927.29 24,099,268.38 4,009,891.07 Dividend receivable 14,600,000.00 25,657,569.72 3,244,600.00 11,235,833.74 Other receivables 22,300,038.45 40,943,921.17 23,628,868.03 23,980,858.98 Inventories 283,659,220.42 195,234,089.66 337,713,032.95 218,598,315.29 Non-current asset due within one year Other current assets Total current assets 1,158,130,535.05 768,507,308.90 1,183,584,355.70 770,421,021.88 Non-current assets: Finance asset held available for sales 14,274,000.00 14,274,000.00 6,633,900.00 6,633,900.00 Held-to-maturity securities Long-term account receivable Long-term equity investment 1,031,099,282.33 1,161,147,511.25 1,014,652,040.81 1,144,700,269.73 Investment property Fixed assets 362,823,978.90 213,644,542.14 384,129,544.11 228,202,302.25 Construction in progress 9,696,202.80 4,334,753.68 4,775,695.11 3,159,913.69 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 102,209,449.03 29,950,994.71 103,849,972.78 30,499,281.97 Expense on R&D Goodwill Long-term expenses to be apportioned 3,431,573.16 3,003,532.76 3,535,431.90 3,094,243.49 Deferred income tax asset 20,004,407.45 14,431,811.36 18,465,615.23 13,038,422.19 Other non-current asset Total non-current asset 1,543,538,893.67 1,440,787,145.90 1,536,042,199.94 1,429,328,333.32 Total assets 2,701,669,428.72 2,209,294,454.80 2,719,626,555.64 2,199,749,355.20 Legal representative: Zhang He Person in charge of accounting organ: Xu Junrao Principal of accounting organ: Xu Junrao5 BALANCE SHEET (CONTINUED) September 30, 2009 Dec.31, 2008 Liabilities and shareholders’ equity Consolidation Parent Company Consolidation Parent Company Current liabilities: Short-term loans 60,000,000.00 50,000,000.00 110,000,000.00 100,000,000.00 Transaction financial liabilities Notes payable 98,923,092.95 84,096,413.21 76,889,017.30 58,483,522.81 Accounts payable 385,119,196.66 242,765,540.35 397,286,738.10 232,111,721.35 Accounts received in advance 158,768,703.10 88,626,082.93 168,263,502.28 92,541,212.02 Wage payable 27,727,168.32 6,309,254.50 42,014,613.41 16,850,545.94 Taxes payable 8,794,623.63 5,066,843.96 10,306,291.74 5,621,080.62 Dividend payable 6,409,614.46 533,156.00 6,724,584.76 533,156.00 Other accounts payable 38,062,110.79 7,382,330.68 41,694,655.74 13,165,466.39 Non-current liabilities due within one year 50,000,000.00 50,000,000.00 50,000,000.00 50,000,000.00 Other current liabilities Total current liabilities 833,804,509.91 534,779,621.63 903,179,403.33 569,306,705.13 Non-current liabilities: Long-term loans Bonds payable Long-term account payable Special accounts payable Projected liabilities Deferred income tax liabilities 2,991,576.92 2,991,576.92 1,081,551.92 1,081,551.92 Other non-current liabilities 74,700,707.97 22,064,201.97 76,426,173.00 22,954,170.00 Total non-current liabilities 77,692,284.89 25,055,778.89 77,507,724.92 24,035,721.92 Total liabilities 911,496,794.80 559,835,400.52 980,687,128.25 593,342,427.05 Shareholders’ equity Share capital 350,014,975.00 350,014,975.00 350,014,975.00 350,014,975.00 Capital public reserve 595,847,228.00 594,618,300.38 590,111,053.00 588,882,125.38 Surplus public reserve 392,661,101.92 392,661,101.92 368,103,745.84 368,103,745.84 Retained profit 363,639,566.75 312,164,676.98 348,583,641.82 299,406,081.93 Total owner’s equity attributable to parent company 1,702,162,871.67 1,649,459,054.28 1,656,813,415.66 1,606,406,928.15 Minority interests 88,009,762.25 82,126,011.73 Total owner’s equity 1,790,172,633.92 1,649,459,054.28 1,738,939,427.39 1,606,406,928.15 Total liabilities and shareholder’s equity 2,701,669,428.72 2,209,294,454.80 2,719,626,555.64 2,199,749,355.20 Legal representative: Zhang He Person in charge of accounting organ: Xu Junrao Principal of accounting organ: Xu Junrao6 INCOME STATEMENT Prepared by Dalian Refrigeration Co., Ltd. July-September, 2009 Unit: RMB Items July-September, 2009 July-September, 2008 Consolidation Parent Company Consolidation Parent Company I. Total operating income 362,926,575.98 232,782,946.07 428,137,924.67 251,596,606.57 Less: Operating cost 300,593,173.31 196,216,043.10 360,274,342.76 216,911,611.36 Operating tax and extras 1,783,473.90 1,221,391.52 2,861,627.27 998,835.94 Sales expenses 23,210,252.36 14,292,516.03 23,099,740.97 12,864,136.90 Administration expenses 34,724,911.28 21,078,625.74 34,701,304.74 20,934,524.67 Financial expenses 1,890,628.03 1,340,253.59 2,830,448.63 2,452,477.94 Losses of devaluation of asset -214,235.020 0.00 -2,109,132.310 0.00 Add: Changing income of fair value 0.00 0.00 Investment income 29,648,278.41 31,062,344.13 29,073,707.38 37,998,707.38 Including: Investment income on affiliated company and joint venture 29,648,278.41 29,648,278.41 29,015,207.38 29,015,207.38 II. Operating profit 30,586,650.53 29,696,460.22 35,553,299.99 35,433,727.14 Add: Non-operating income 4,471,210.46 2,101,396.11 2,106,074.81 1,604,412.57 Less: Non-operating expense 125,503.25 55,245.81 487,717.02 200,321.20 Including: Disposal loss of non-current asset 51,927.16 51,927.16 444,379.82 199,862.56 Ⅲ. Total Profit 34,932,357.74 31,742,610.52 37,171,657.78 36,837,818.51 Less: Income tax 1,126,177.48 1,873,510.60 3,551,204.15 2,108,047.61 Ⅳ. Net profit 33,806,180.26 29,869,099.92 33,620,453.63 34,729,770.90 Net profit attributable to owner’s equity of parent company 30,334,809.93 29,869,099.92 29,114,984.95 34,729,770.90 Minority shareholders’ gains and losses 3,471,370.33 0.00 4,505,468.68 0.00 Ⅴ. Earnings per share i. Basic earnings per share 0.09 0.08 ii. Diluted earnings per share 0.09 0.08 Legal representative: Zhang He Person in charge of accounting organ: Xu Junrao Principal of accounting organ: Xu Junrao7 INCOME STATEMENT Prepared by Dalian Refrigeration Co., Ltd. January-September, 2009 Unit: RMB Items January-September, 2009 January-September, 2008 Consolidation Parent Company Consolidation Parent Company I. Total operating income 958,336,722.44 579,808,768.29 1,177,940,057.34 748,891,483.27 Less: Operating cost 774,875,258.89 477,432,526.81 962,935,663.46 636,750,774.19 Operating tax and extras 4,015,465.78 2,481,671.66 5,471,830.76 2,397,532.22 Sales expenses 52,440,679.97 27,646,243.70 58,999,494.27 28,412,456.05 Administration expenses 94,150,856.76 58,698,173.99 106,079,778.41 65,823,066.33 Financial expenses 7,308,542.40 6,355,500.83 6,596,377.40 5,668,976.09 Losses of devaluation of asset 11,175,384.53 6,813,776.03 16,950,990.50 9,582,429.31 Add: Changing income of fair value Investment income 81,709,709.82 86,145,511.52 86,482,215.80 100,742,243.68 Including: Investment income on affiliated company and joint venture 57,460,041.32 57,460,041.32 71,374,268.30 71,374,268.30 II. Operating profit 96,080,243.93 86,526,386.79 107,388,138.34 100,998,492.76 Add: Non-operating income 8,318,751.54 5,010,080.35 7,308,767.14 4,152,605.17 Less: Non-operating expense 249,288.48 80,634.69 894,731.74 405,925.42 Including: Disposal loss of non-current asset 102,782.04 77,316.04 600,187.94 325,466.78 Ⅲ. Total Profit 104,149,706.99 91,455,832.45 113,802,173.74 104,745,172.51 Less: Income tax 2,885,816.61 1,637,635.07 8,868,592.12 4,516,932.21 Ⅳ. Net profit 101,263,890.38 89,818,197.38 104,933,581.62 100,228,240.30 Net profit attributable to owner’s equity of parent company 92,908,709.60 89,818,197.38 93,875,115.32 Minority shareholders’ gains and losses 8,355,180.78 11,058,466.30 Ⅴ. Earnings per share i. Basic earnings per share 0.27 0.27 ii. Diluted earnings per share 0.27 0.27 Legal representative: Zhang He Person in charge of accounting organ: Xu Junrao Principal of accounting organ: Xu Junrao8 CASH FLOW STATEMENT Prepared by Dalian Refrigeration Co., Ltd. January -September , 2009 Unit: RMB January -September, 2009 January -September, 2008 Items Consolidation Parent Company Consolidation Parent Company I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor services 810,585,711.26 512,483,884.10 1,060,122,169.91 618,791,284.89 Write-back of tax received 573,640.04 3,591,558.31 Other cash received concerning operating activities 29,784,739.62 17,991,135.24 27,430,383.05 14,511,468.02 Subtotal of cash inflow arising from operating activities 840,944,090.92 530,475,019.34 1,091,144,111.27 633,302,752.91 Cash paid for purchasing commodities and receiving labor service 510,172,769.32 329,916,536.99 857,079,074.93 531,922,496.13 Cash paid to/for staff and workers 121,202,958.07 75,734,622.14 133,165,897.58 81,344,295.70 Taxes paid 69,907,636.50 40,203,519.07 60,767,320.39 37,065,334.15 Other cash paid concerning operating activities 79,665,869.20 36,512,508.81 85,127,775.60 46,494,904.43 Subtotal of cash outflow arising from operating activities 780,949,233.09 482,367,187.01 1,136,140,068.50 696,827,030.41 Net cash flows arising from operating activities 59,994,857.83 48,107,832.33 -44,995,957.23 -63,524,277.50 II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income 55,325,134.02 55,280,534.02 59,188,622.40 59,975,382.28 Net cash received from disposal of fixed, intangible and other long-term assets 77,755.00 63,655.00 5,218,633.00 2,281,663.00 Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities 4,537,620.00 4,537,620.00 14,916,581.60 9,290,000.00 Subtotal of cash inflow from investing activities 59,940,509.02 59,881,809.02 79,323,837.00 71,547,045.28 Cash paid for purchasing fixed, intangible and other long-term assets 7,837,827.59 2,618,952.85 30,038,008.02 3,209,220.25 Cash paid for investment 24,478,593.00 24,478,593.00 Other cash paid concerning investing activities 3,358,916.29 Subtotal of cash outflow from investing activities 7,837,827.59 2,618,952.85 57,875,517.31 27,687,813.25 Net cash flows arising from investing activities 52,102,681.43 57,262,856.17 21,448,319.69 43,859,232.03 III. Cash flows arising from financing activities9 Cash received from absorbing investment Cash received from loans 54,269,500.00 50,000,000.00 105,000,000.00 100,000,000.00 Other cash received concerning financing activities Subtotal of cash inflow from financing activities 54,269,500.00 50,000,000.00 105,000,000.00 100,000,000.00 Cash paid for settling debts 103,660,000.00 100,000,000.00 75,000,000.00 50,000,000.00 Cash paid for dividend and profit distributing or interest paying 64,162,039.18 59,307,371.25 70,142,726.22 68,806,479.69 Other cash paid concerning financing activities 124,000.00 Subtotal of cash outflow from financing activities 167,946,039.18 159,307,371.25 145,142,726.22 118,806,479.69 Net cash flows arising from financing activities -113,676,539.18 -109,307,371.25 -40,142,726.22 -18,806,479.69 IV. Influence on cash due to fluctuation in exchange rate 316.99 -10.03 98,415.61 -860.97 V. Net increase of cash and cash equivalents -1,578,682.93 -3,936,692.78 -63,591,948.15 -38,472,386.13 Add: Balance of cash and cash equivalents at the period -begin 312,337,783.75 228,316,557.10 244,799,726.11 145,162,895.61 VI. Balance of cash and cash equivalents at the period–end 310,759,100.82 224,379,864.32 181,207,777.96 106,690,509.48 Legal representative: Zhang He Person in charge of accounting organ: Xu Junrao Principal of accounting organ: Xu Junrao