DALIAN REFRIGERATION CO., LTD. QUARTERLY REPORT FOR THIRD QUARTER, 2010 §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 2010.9.30 2009.12.31 Increase/decrease over 2009.12.31(%) Total assets 2,841,341,005.15 2,706,288,741.35 4.99% Shareholder’s equity attributable to parent company 1,735,878,323.22 1,689,604,922.90 2.74% Share capital 350,014,975.00 350,014,975.00 0.00% Net assets per share attributable to parent company 4.96 4.83 2.69% 2010.7-9 Increase/decrease over 2009.7-9(%) 2010.1-9 Increase/decrease over 2009.1-9(%) Total operating income 397,233,345.08 9.45% 1,107,773,160.68 15.59% Net profit attributable to parent company 37,352,001.56 23.13% 109,157,433.37 17.49% Net cash generated from operating activities - - 53,068,969.74 -11.54% Net cash per share generated from operating activities - - 0.15 -11.76% Basic earnings per share 0.10 11.11% 0.31 14.81% Diluted earnings per share 0.10 11.11% 0.31 14.81% Return on equity 2.18% Increase 0.4 percentage points 6.37% Increase 0.91 percentage points ROE after deducting non-recurring gains/losses 1.96% Increase 0.26 percentage points 6.07% Increase 0.81 percentage points2 Item of non-recurring gains and losses Amount from beginning of year to the end of report period Profit and loss from disposal of non-current assets -86,630.90 Occasional return, reduction and exemption of taxes 174,754.25 Government subsidies which were included in the current profits and losses 5,057,038.14 Other non-operating incomes and expenses except the above mentioned 1,966,628.03 Minority equity interests effects -347,273.06 Income tax effects -1,509,276.18 Total 5,255,240.28 2.2 Total number and particulars of the shareholders by the end of the report period Total shareholders at the end of report period 33,968 Particulars about shares held by the top ten negotiable shareholders not subject to conditional sales Name of shareholder EORP (shares) Type SANYO ELECTRIC CO LTD 35,001,500 B DREYFUS GREATER CHINA FD 16,238,818 B Zhongxinda Aoyin Leaders Growth Equity Fund 7,770,906 A Hua An Innovation Securities Investment Fund 4,022,875 A Essence Financing 2: positive-allocation collective asset management plan 2,678,514 A CITIC-Prudential Essential Growth Stock Fund 2,200,000 A CITIC-Prudential Prosperous Blue Chip Stock Fund 2,099,907 A RENAISSANCE CHINA PLUS FUND 1,942,485 B Taiyuan Iron & Steel Investment Co., Ltd., Shanxi 1,775,000 A Dalian State-Owned Assets Management Co., Ltd. 1,650,000 A §3 Important Matters 3.1 Major changes in main financial items and indexes, and description of the cause √ Applicable □ Inapplicable 1. The advances was remarkably more than that at the beginning of the year mainly due to increase of the order quantity and of the prepayment for raw materials by the Company. 2. The dividend receivable was remarkably more than that at the beginning of the year mainly due to that the associated companies have not begun to distribute the dividend. 3. Other receivables was remarkably more than that at the beginning of the year mainly due to increase of the Company’s business volume and increase of the bid bonds. 4. The financial assets available for sale was remarkably less than that at the beginning of the year mainly due to that the Company sold out its held 1.74 million negotiable shares of Dalian Rubber & Plastics Machinery Co., Ltd. 5. The construction in progress was remarkably more than that at the beginning of the year mainly due to that the Casting Business Department was transformed and that the subsidiary company purchased equipment.3 6. The intangible assets was remarkably more than that at the beginning of the year mainly due to that the Company purchased the land use right. 7. The deferred income tax liability was remarkably less than that at the beginning of the year mainly due to the reversal after the Company sold out its held 1.74 million negotiable shares of Dalian Rubber & Plastics Machinery Co., Ltd. 8. The financial expense was remarkably decreased year-on-year mainly due to that the loan amount was less than that in the same period of the previous year. 9. The amount of income tax was remarkably increased year-on-year mainly due to increase of the profit. 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 3.5.1 Securities investment □ Applicable √ Inapplicable4 3.5.2 Table of investigation, communication, interview received Date of reception Place of reception Way of reception Guest received Main content of discussion and information provided Aug. 2, 2010 Field investigation Researchers from Fortis Haitong Fund Aug. 27, 2010 By telephone Researchers from GF Securities, and researchers from Fortune SGAM Fund Aug. 31, 2010 Field investigation Researchers from Everbright Securities, researchers from Huashang Fund, and researchers from Taikang Asset Sept. 2, 2010 Field investigation Researchers from Haitong Securities, researchers from Zheshang Securities, researchers from Congrong Investment, and researchers from Shanghai Qianshi Investment Sept. 7, 2010 By telephone Researchers from Fortune SGAM Fund Sept. 8, 2010 Field investigation Researchers from CITIC-Prudential Fund, researchers from BOC International, researchers from China AMC, and researchers from ABN AMRO TEDA Fund Sept. 16, 2010 Field investigation Researchers from China Merchants Fund, and researchers from Huatai United Securities Sept. 27, 2010 Company’s office Field investigation Researchers from Western Securities Information about the fundamentals of the Company 3.6 Derivatives investment □ Applicable √ Inapplicable §4 Financial Report (attached) Not audited. Board of Directors of Dalian Refrigeration Co., Ltd. October 27, 20105 BALANCE SHEET Prepared by Dalian Refrigeration Co., Ltd. September 30, 2010 Unit: RMB September 30, 2010 Dec.31, 2009 Assets Consolidation Parent Company Consolidation Parent Company Current assets: Monetary funds 371,003,302.26 269,992,366.91 403,139,585.35 304,973,089.79 Transaction finance asset Notes receivable 37,797,093.64 27,121,975.64 40,209,996.20 21,335,155.82 Accounts receivable 464,724,260.68 261,169,219.63 425,397,218.64 245,319,863.04 Accounts in advance 38,234,235.14 13,055,445.51 25,596,323.14 7,044,245.77 Dividend receivable 20,660,000.00 25,576,932.89 3,629,735.08 6,621,471.05 Other receivables 26,672,021.00 10,472,030.33 19,043,927.34 9,797,715.20 Inventories 285,962,530.10 168,447,514.68 277,566,058.11 192,852,790.37 Non-current asset due within one year Other current assets Total current assets 1,245,053,442.82 775,835,485.59 1,194,582,843.86 787,944,331.04 Non-current assets: Finance asset held available for sales 6,384,000.00 6,384,000.00 18,883,800.00 18,883,800.00 Held-to-maturity securities Long-term account receivable Long-term equity investment 1,024,042,752.39 1,154,090,981.31 1,003,792,955.33 1,133,841,184.25 Investment property Fixed assets 352,403,538.56 197,836,705.11 366,005,762.61 213,493,488.86 Construction in progress 22,850,653.05 6,754,891.51 7,151,868.41 691,197.90 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 174,789,054.29 104,127,619.05 101,642,968.01 29,785,134.96 Expense on R&D Goodwill Long-term expenses to be apportioned 3,293,094.84 2,882,585.12 3,396,953.58 2,973,295.85 Deferred income tax asset 12,524,469.20 7,212,148.77 10,831,589.55 5,466,574.25 Other non-current asset Total non-current asset 1,596,287,562.33 1,479,288,930.87 1,511,705,897.49 1,405,134,676.07 Total assets 2,841,341,005.15 2,255,124,416.46 2,706,288,741.35 2,193,079,007.11 Legal representative: Zhang He Person in charge of accounting organ: Xu Junrao Principal of accounting organ: Xu Junrao6 BALANCE SHEET (CONTINUED) September 30, 2010 Dec.31, 2009 Liabilities and shareholders’ equity Consolidation Parent Company Consolidation Parent Company Current liabilities: Short-term loans 60,000,000.00 50,000,000.00 60,000,000.00 50,000,000.00 Transaction financial liabilities Notes payable 94,080,522.24 68,668,675.16 119,785,760.78 86,390,969.71 Accounts payable 461,566,595.03 277,368,105.04 394,117,576.34 265,214,427.00 Accounts received in advance 231,119,746.63 129,668,380.15 180,479,306.45 105,565,661.24 Wage payable 32,262,947.46 9,673,234.08 42,215,810.06 17,906,388.85 Taxes payable 6,042,069.45 4,443,863.57 5,452,830.38 1,265,221.74 Dividend payable 3,505,909.97 533,156.00 5,683,185.71 533,156.00 Other accounts payable 42,042,591.96 8,519,907.27 47,248,597.16 15,970,462.37 Non-current liabilities due within one year Other current liabilities Total current liabilities 930,620,382.74 548,875,321.27 854,983,066.88 542,846,286.91 Non-current liabilities: Long-term loans 10,200,000.00 10,200,000.00 Bonds payable Long-term account payable Special accounts payable Projected liabilities Deferred income tax liabilities 1,448,071.00 1,448,071.00 4,144,026.92 4,144,026.92 Other non-current liabilities 72,384,858.50 20,862,348.50 70,052,440.14 17,694,437.14 Total non-current liabilities 84,032,929.50 32,510,419.50 74,196,467.06 21,838,464.06 Total liabilities 1,014,653,312.24 581,385,740.77 929,179,533.94 564,684,750.97 Shareholders’ equity Share capital 350,014,975.00 350,014,975.00 350,014,975.00 350,014,975.00 Capital public reserve 591,215,185.25 589,986,257.63 599,303,053.00 598,074,125.38 Surplus public reserve 412,250,374.19 412,250,374.19 399,190,859.34 399,190,859.34 Retained profit 382,397,788.78 321,487,068.87 341,096,035.56 281,114,296.42 Total owner’s equity attributable to parent company 1,735,878,323.22 1,673,738,675.69 1,689,604,922.90 1,628,394,256.14 Minority interests 90,809,369.69 87,504,284.51 Total owner’s equity 1,826,687,692.91 1,673,738,675.69 1,777,109,207.41 1,628,394,256.14 Total liabilities and shareholder’s equity 2,841,341,005.15 2,255,124,416.46 2,706,288,741.35 2,193,079,007.11 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. July-September, 2010 Unit: RMB Items July-September, 2010 July-September, 2009 Consolidation Parent Company Consolidation Parent Company I. Total sales 397,233,345.08 254,573,624.38 362,926,575.98 232,782,946.07 Including: Operating income 397,233,345.08 254,573,624.38 362,926,575.98 232,782,946.07 II. Total operating cost 394,420,896.78 258,470,336.35 361,988,203.86 234,148,829.98 Including: Operating cost 325,758,654.70 217,706,982.87 300,593,173.31 196,216,043.10 Taxes and associate charges 1,289,656.62 829,317.43 1,783,473.90 1,221,391.52 Selling and distribution expenses 27,175,310.32 16,389,542.10 23,210,252.36 14,292,516.03 Administrative expenses 42,175,284.59 23,096,579.33 34,724,911.28 21,078,625.74 Financial expense 1,039,557.55 447,914.62 1,890,628.03 1,340,253.59 Impairment loss -3,017,567.00 -214,235.020 0.00 Add: gain from change in fair value 0.00 0.00 Gain/(loss) from investment 34,129,799.03 34,129,799.03 29,648,278.41 31,062,344.13 Including: income form investment on affiliated enterprise and jointly enterprise 33,829,799.03 33,829,799.03 29,648,278.41 29,648,278.41 Foreign exchange difference III. Operating profit 36,942,247.33 30,233,087.06 30,586,650.53 29,696,460.22 Add: non-business income 5,674,847.81 5,305,930.38 4,471,210.46 2,101,396.11 Less: non-business expense 66,097.70 480.78 125,503.25 55,245.81 Including: loss from non-current asset disposal 5,741.20 480.78 51,927.16 51,927.16 IV. Total profit 42,550,997.44 35,538,536.66 34,932,357.74 31,742,610.52 Less: Income tax 2,753,907.45 1,036,866.02 1,126,177.48 1,873,510.60 V. Net profit 39,797,089.99 34,501,670.64 33,806,180.26 29,869,099.92 Net profit attributable to parent company 37,352,001.56 34,501,670.64 30,334,809.93 29,869,099.92 Minority shareholders’ gains and losses 2,445,088.43 0.00 3,471,370.33 0.00 VI. Earnings per share (I) basic earnings per share 0.10 0.09 (II) diluted earnings per share 0.10 0.09 Ⅶ. Other comprehensive income 1,552,500.00 1,552,500.00 -871,400.00 -871,400.00 Ⅷ. Total comprehensive income 41,349,589.99 36,054,170.64 32,934,780.26 28,997,699.92 Total comprehensive income attributable to parent company 38,904,501.56 36,054,170.64 29,463,409.93 28,997,699.92 Total comprehensive income attributable to minority shareholders 2,445,088.43 0.00 3,471,370.33 0.00 Legal representative: Zhang He Person in charge of accounting organ: Xu Junrao Principal of accounting organ: Xu Junrao8 INCOME STATEMENT Prepared by Dalian Refrigeration Co., Ltd. January-September, 2010 Unit: RMB Items January-September, 2010 January-September, 2009 Consolidation Parent Company Consolidation Parent Company I. Total sales 1,107,773,160.68 708,688,651.94 958,336,722.44 579,808,768.29 Including: Operating income 1,107,773,160.68 708,688,651.94 958,336,722.44 579,808,768.29 II. Total operating cost 1,085,943,164.36 708,098,437.51 943,966,188.33 579,427,893.02 Including: Operating cost 896,216,234.19 596,980,200.50 774,875,258.89 477,432,526.81 Taxes and associate charges 4,467,934.50 3,127,970.86 4,015,465.78 2,481,671.66 Selling and distribution expenses 63,679,295.73 34,083,538.85 52,440,679.97 27,646,243.70 Administrative expenses 112,941,632.28 65,363,667.05 94,150,856.76 58,698,173.99 Financial expense 2,405,513.87 1,475,203.08 7,308,542.40 6,355,500.83 Impairment loss 6,232,553.79 7,067,857.17 11,175,384.53 6,813,776.03 Add: gain from change in fair value Gain/(loss) from investment 96,438,456.44 103,250,626.78 81,709,709.82 86,145,511.52 Including: income form investment on affiliated enterprise and jointly enterprise 75,721,554.46 75,721,554.46 57,460,041.32 57,460,041.32 Foreign exchange difference III. Operating profit 118,268,452.76 103,840,841.21 96,080,243.93 86,526,386.79 Add: non-business income 9,064,049.62 7,423,055.61 8,318,751.54 5,010,080.35 Less: non-business expense 333,248.29 151,864.23 249,288.48 80,634.69 Including: loss from non-current asset disposal 180,056.60 151,864.23 102,782.04 77,316.04 IV. Total profit 126,999,254.09 111,112,032.59 104,149,706.99 91,455,832.45 Less: Income tax 9,637,659.36 5,177,499.04 2,885,816.61 1,637,635.07 V. Net profit 117,361,594.73 105,934,533.55 101,263,890.38 89,818,197.38 Net profit attributable to parent company 109,157,433.37 105,934,533.55 92,908,709.60 89,818,197.38 Minority shareholders’ gains and losses 8,204,161.36 8,355,180.78 VI. Earnings per share (I) basic earnings per share 0.31 0.27 (II) diluted earnings per share 0.31 0.27 Ⅶ. Other comprehensive income -8,087,867.75 -8,087,867.75 5,736,175.00 5,736,175.00 Ⅷ. Total comprehensive income 109,273,726.98 97,846,665.80 107,000,065.38 95,554,372.38 Total comprehensive income attributable to parent company 101,069,565.62 97,846,665.80 98,644,884.60 95,554,372.38 Total comprehensive income attributable to minority shareholders 8,204,161.36 8,355,180.78 Legal representative: Zhang He Person in charge of accounting organ: Xu Junrao Principal of accounting organ: Xu Junrao9 CASH FLOW STATEMENT Prepared by Dalian Refrigeration Co., Ltd. January -September , 2010 Unit: RMB January -September, 2010 January -September, 2009 Items Consolidation Parent Company Consolidation Parent Company I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor services 1,133,165,411.28 656,091,635.83 810,585,711.26 512,483,884.10 Write-back of tax received 265,906.95 573,640.04 Other cash received concerning operating activities 48,504,311.30 30,187,959.47 29,784,739.62 17,991,135.24 Subtotal of cash inflow arising from operating activities 1,181,935,629.53 686,279,595.30 840,944,090.92 530,475,019.34 Cash paid for purchasing commodities and receiving labor service 829,242,149.35 484,902,519.38 510,172,769.32 329,916,536.99 Cash paid to/for staff and workers 135,076,067.59 84,613,610.19 121,202,958.07 75,734,622.14 Taxes paid 73,887,467.26 50,786,232.68 69,907,636.50 40,203,519.07 Other cash paid concerning operating activities 90,660,975.59 48,803,427.21 79,665,869.20 36,512,508.81 Subtotal of cash outflow arising from operating activities 1,128,866,659.79 669,105,789.46 780,949,233.09 482,367,187.01 Net cash flows arising from operating activities 53,068,969.74 17,173,805.84 59,994,857.83 48,107,832.33 II. Cash flows arising from investing activities: Cash received from recovering investment 1,715,976.33 1,715,976.33 Cash received from investment income 58,936,094.46 62,825,367.88 55,325,134.02 55,280,534.02 Net cash received from disposal of fixed, intangible and other long-term assets 49,230.51 36,000.00 77,755.00 63,655.00 Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities 4,537,620.00 4,537,620.00 Subtotal of cash inflow from investing activities 60,701,301.30 64,577,344.21 59,940,509.02 59,881,809.02 Cash paid for purchasing fixed, intangible and other long-term assets 89,952,076.37 72,265,936.00 7,837,827.59 2,618,952.85 Cash paid for investment Other cash paid concerning investing activities Subtotal of cash outflow from investing activities 89,952,076.37 72,265,936.00 7,837,827.59 2,618,952.85 Net cash flows arising from investing activities -29,250,775.07 -7,688,591.79 52,102,681.43 57,262,856.17 III. Cash flows arising from financing activities10 Cash received from absorbing investment Cash received from loans 63,500,000.00 60,200,000.00 54,269,500.00 50,000,000.00 Other cash received concerning financing activities Subtotal of cash inflow from financing activities 63,500,000.00 60,200,000.00 54,269,500.00 50,000,000.00 Cash paid for settling debts 55,680,497.00 50,000,000.00 103,660,000.00 100,000,000.00 Cash paid for dividend and profit distributing or interest paying 63,707,368.67 54,665,700.00 64,162,039.18 59,307,371.25 Other cash paid concerning financing activities 45,044.43 124,000.00 Subtotal of cash outflow from financing activities 119,432,910.10 104,665,700.00 167,946,039.18 159,307,371.25 Net cash flows arising from financing activities -55,932,910.10 -44,465,700.00 -113,676,539.18 -109,307,371.25 IV. Influence on cash due to fluctuation in exchange rate -21,567.66 -236.93 316.99 -10.03 V. Net increase of cash and cash equivalents -32,136,283.09 -34,980,722.88 -1,578,682.93 -3,936,692.78 Add: Balance of cash and cash equivalents at the period -begin 403,139,585.35 304,973,089.79 312,337,783.75 228,316,557.10 VI. Balance of cash and cash equivalents at the period–end 371,003,302.26 269,992,366.91 310,759,100.82 224,379,864.32 Legal representative: Zhang He Person in charge of accounting organ: Xu Junrao Principal of accounting organ: Xu Junrao