Dalian Refrigeration Co., Ltd. 2012 Semiannual Report Dalian Refrigeration Co., Ltd. 2012 Semiannual Report CONTENTS §1 Important Notes………………………………………………………………………2 §2 Comp any Profile…………………………………………………………………2 §3 Summary of Accounting Data and Business Data……………………………………3 §4 Changes in Share Capital and Particulars about Shareholders…………………… 5 §5 Directors, Supervisors, Senior Staff Members and Employees of the Company……7 §6 Report of the Board of Directors……………………………………………………11 §7 Significant Events……………………………………………………………………15 §8 Financial Report………………………………………………………………………21 §9 Contents of Reference Documents……………………………………………………68 1 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report DALIAN REFRIGERATION CO., LTD. 2012 SEMIANNUAL REPORT §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 not 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. 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. 1.2 All the directors attended the related meeting of the Board of Directors of the Company. 1.3 The Company’s semiannual financial report has not been audited. 1.4 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 semiannual report is true and complete. §2 Company Profile 2.1 Basic information Short form of the stock DALENG GUFEN; DALENG-B Stock code 000530; 200530 Listed stock exchange Shenzhen Stock Exchange Legal name in Chinese 大连冷冻机股份有限公司 Legal English name and abbreviation Dalian Refrigeration Co., Ltd. DRC Legal representative Zhang He Registered address and office address 888 Xinan Road, Shahekou District, Dalian Post code 116033 Internet web site of the Company www.daleng.cn E-mail of the Company 000530@bingshan.com Newspapers selected by the Company for China Securities Daily, Hong Kong information disclosure Commercial Daily Website designated by China Securities http://www.cninfo.com.cn Regulatory Commission for annual report Place where annual report is kept Company’s Securities Dept. 2.2 Contact person and method Authorized representative in charge Secretary of the Board of Directors of securities affairs Name Ms. Xu Junrao Mr. Song Wenbao Contact address Accounting Department of Dalian Securities Department of Dalian Refrigeration Co., Ltd. Refrigeration Co., Ltd. Telephone 0086-411-86538130 0086-411-86654530 Fax 0086-411-86641470 0086-411-86654530 E-mail 000530@bingshan.com 000530@bingshan.com 2 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report §3 Major Accounting Data and Financial Indexes 3.1 Summary of the accounting data and indexes Unit: RMB yuan Increase/decrease compared with Report period (from Same period in Summary of the accounting data the same period of the last year Jan. through Jun.) the last year (%) Operating revenue 851,218,300.53 947,894,622.28 -10.20% Operating profit 66,150,849.41 113,418,892.26 -41.68% Total profit 72,456,490.00 118,510,728.61 -38.86% Net profit attributable to shareholders of 66,392,427.44 95,488,392.56 -30.47% listed companies Net profit belonging to the shareholders of listed companies after the deduction of non- 63,276,376.07 55,527,288.08 13.96% recurring profit and loss Net cash flow from operating activities -127,635,520.05 90,669,975.56 -240.77% End of this report Increase/decrease compared with End of last year period the end of last year (%) Total assets 2,874,137,215.51 3,053,660,921.27 -5.88% Owner's equity attributable to shareholders 1,760,238,072.86 1,748,822,103.82 0.65% of listed companies Share capital 350,014,975 350,014,975 0.00% Increase/decrease compared with Report period (from Same period in Summary of the financial indexes the same period of the last year Jan. through Jun.) the last year (%) Basic earning per share 0.19 0.27 -29.63% Diluted earnings per share 0.19 0.27 -29.63% Basic earning per share after deduction of 0.18 0.16 12.50% incidental profit and loss Fully diluted return on net asset yield 3.77% 5.32% Decrease 1.55 percentage points Weighted average return on net asset yield 3.81% 5.42% Decrease 1.61 percentage points Fully diluted return on net asset after 3.59% 3.09% Increase 0.50 percentage points deduction of incidental profit and loss Weighted average return on net asset after 3.63% 3.15% Increase 0.48 percentage points deduction of incidental profit and loss Net cash flow from operating activities per -0.36 0.26 -238.46% share End of this report Increase/decrease compared with End of last year period the end of last year (%) Per share net assets belonging to the 5.03 5.00 0.60% shareholders of listed companies Ratio of liabilities to assets 35.47% 39.54% Decrease 4.07 percentage points 3.2 Difference between applications of Chinese accounting standards and of the international accounting standards None 3 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report 3.3 Items of incidental gain/loss √ Applicable □ Not applicable Unit: RMB yuan Items of incidental gain/loss Amount Profit and loss from disposal of non-current assets -178,586.55 Government subsidies which were included in the current profits and losses 10,500.00 Other non-operating incomes and expenses except the above mentioned 4,541,677.98 Minority interests effects -218,761.87 Income tax effects -1,038,778.19 Total 3,116,051.37 4 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report §4 Changes in Share Capital and Particulars about Shareholders 4.1 Change in share capital Statement on changes in capital stock □ Applicable √ Not applicable Statement on changes in shares with sale restriction □ Applicable √ Not applicable 4.2. Particulars about the shares held by the top ten shareholders and those held by the top ten shareholders without trading limited conditions Unit: share Total number of shareholders 39,937 Particulars about the shareholding by the top ten shareholders Number of Total Number of Sharehol shares with Name of shareholder Nature of shareholder number of pledged or ding ratio trading limited shares frozen shares conditions Domestic non-state-owned Dalian Bingshan Group Co., Ltd. 21.96% 76,855,683 19,213,921 legal person Sanyo Electric Co., Ltd. Overseas legal person 10.00% 35,001,500 Domestic non-state-owned Lion Value Growth Stock Fund 3.33% 11,638,614 legal person Domestic non-state-owned Lion Growth Stock Fund 2.22% 7,762,048 legal person Xinhua Life Insurance Co., Ltd. -Dividend Domestic non-state-owned 0.73% 2,555,359 - Individual Dividend - 018L-FH002 sz legal person Domestic non-state-owned Everbright Securities Co., Ltd. 0.72% 2,508,261 legal person Dalian Industrial Development Investment Domestic non-state-owned 0.46% 1,622,250 Corp. legal person Shanghai HK Wanguo Securities Overseas legal person 0.45% 1,584,513 Domestic non-state-owned CSC Assets Management Co., Ltd. 0.45% 1,575,000 legal person Jiangxi International Trust Co., Ltd.'s Funds Domestic non-state-owned 0.43% 1,500,000 Trust (Jinshi 93) legal person Particulars about the shareholding by the top ten shareholders without trading limited conditions Number of shares without trading limited Name of shareholder Type of share conditions Dalian Bingshan Group Co., Ltd. 57,641,762 RMB common shares Sanyo Electric Co., Ltd. 35,001,500 Domestically listed foreign shares Lion Value Growth Stock Fund 11,638,614 RMB common shares Lion Growth Stock Fund 7,762,048 RMB ordinary shares Xinhua Life Insurance Co., Ltd. -Dividend 2,555,359 RMB ordinary shares - Individual Dividend - 018L-FH002 sz Everbright Securities Co., Ltd. 2,508,261 RMB ordinary shares Dalian Industrial Development Investment 1,622,250 RMB ordinary shares Corp. Shanghai HK Wanguo Securities 1,584,513 Domestically listed foreign shares CSC Assets Management Co., Ltd. 1,575,000 RMB ordinary shares Jiangxi International Trust Co., Ltd.'s Funds 1,500,000 RMB common shares Trust (Jinshi 93) Description of the association Dalian Bingshan Group Co., Ltd. retains the association relationship with Sanyo Electric relationship between the above Co., Ltd. among the above shareholders. Sanyo Electric Co., Ltd. holds 30% of Dalian shareholders or of the acting in Bingshan Group Co., Ltd.'s equity. concert 4.3 Changes in the controlling shareholder and actual controllers □Applicable √ Not applicable 5 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report 4.4 Introduction of especial situation for controlling shareholder and other actual controller The holding shareholder of the Company is Dalian Bingshan Group Co., Ltd. That company has the registered capital of 140.6 million yuan and is operating as a Sino-foreign joint venture company. Its legal representative is Zhang He. Its business scope covers research & development, manufacture, sale, service and installation of the products such as industrial refrigerators, freezers and refrigerators, large-, mid- and small-size air-conditioners, petrochemical equipment, electronic and electric appliances, household appliances and environment protection equipment. The actual controller of the Company is State-owned Assets Supervision and Administration Commission of Dalian Municipality Government. 6 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report §5 Particulars about the Directors, Supervisors and Senior Staff Members 5.1 Particulars about changes in shares held by directors, supervisors and senior staff members Share Share Name Sex Position Age Term of duty at BOY at EOY Directors (9 persons): 2009.5— Zhang He M Chairman 75 33,345 33,345 2012.5 2009.5— Mu Chuanjiang M Vice chairman 63 29,445 29,445 2012.5 2009.5— Yang Bin M Director 56 0 0 2012.5 2009.5— Xu Junrao F Director 49 3,900 3,900 2012.5 Hidetoshi 2009.5— M Director 60 0 0 Arima 2012.5 2009.5— Wang Weijie M Director 50 0 0 2012.5 Independent 2009.7— Wang Huiquan M 69 0 0 director 2012.5 Independent 2009.7— Xing Tiancai M 52 0 0 director 2012.5 Independent 2009.5— Liu Caiping F 58 0 0 director 2012.5 Supervisors (3 persons): 2009.5— Yu Fuchun M Chairman 54 10,140 10,140 2012.5 2009.5— Men Yuesheng M Supervisor 60 975 975 2012.5 2009.5— Mao Chunhua F Supervisor 48 0 0 2012.5 Senior staff members: General 2009.5— Zhang He M 75 33,345 33,345 manager 2012.5 Standing deputy 2009.5— Yang Bin M 56 0 0 general manager 2012.5 Deputy general 2009.5— Zhang Hongzhi M 54 27,462 27,462 manager 2012.5 Deputy general 2009.5— Wang Dekun M 61 18,525 18,525 manager 2012.5 Deputy general 2009.5— Wang Zhiqiang M 51 0 0 manager 2012.5 Deputy general 2009.5— Hu Xitang M 45 0 0 manager 2012.5 Financial majordomo 2009.5— Xu Junrao F 49 3,900 3,900 secretary of 2012.5 BOD 5.2 The brief incumbency history of directors, supervisors and senior staff members The directors and supervisors who hold positions in the shareholders’ companies: Zhang He holding the position of the chairman of Dalian Bingshan Group Co., Ltd.; Mu Chuanjiang holding the position of the general manager of Dalian Bingshan Group Co., Ltd. 7 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report The brief incumbency history of each of the present directors, supervisors and senior staff members and their holding or concurrently holding positions other than in the shareholder’s own unit: Holding positions or concurrently holding positions of Name Brief incumbency history units other than the shareholder’s own unit The chairman of Dalian Bingshan Group Imp. & Exp. Co., Ltd.; the chairman of Dalian Bingshan Metal Processing Co., Ltd.; the chairman of Dalian Jiale Vending Machine Operation Co., Ltd.; the chairman of Dalian Grand Ocean Thermo King Transport Having acted as the vice chief engineer, Refrigeration Engineering Co., Ltd.; the chairman of Zhang He the plant manager, and the general Dalian Sanyo Meica Electronics Co., Ltd.; the chairman manager and chairman of the company. of Dalian Sanyo Home Appliance Co., Ltd.; the chairman of Dalian Sanyo High-Efficient Refrigeration System Co., Ltd.; the chairman of Dalian Bingshan Group Cold-Drink Equipment Co., Ltd.; and the chairman of Dalian Daleng Metal Processing Co., Ltd. Having acted as the plant deputy The Chairman of Board of Directors of Linde Mu manager, the deputy general manager, Engineering (Dalian) Co., Ltd; and the Chairman of Chuanjiang and the general manager and vice Wuhan New World Refrigeration Industrial Co., Ltd. chairman of the company. The chairman of Beijing Bingshan Package Refrigerator Having acted as the chief of the Design & Air Conditioner Co., Ltd.; the chairman of Beijing Dept., the chief of the Business Huashang Bingshan Package Refrigerator & Air Planning Dept., the assistant to the Conditioner Co., Ltd.; the chairman of Dalian Bingshan Yang Bin general manager, the deputy general Group Sales Co., Ltd.; the chairman of Shanghai manager, the standing deputy general Bingshan Package Refrigerator & Air Conditioner Sales manager and the director of the Service Co., Ltd.; and the chairman of Dalian Bingshan company. – P&A Recreation Development Engineering Ltd. Having acted as the deputy chief and the chief of the Finance Dept., the Xu Junrao assistant chief accountant, the financial None majordomo and the director of the company. Joined Sanyo Electric Co., Ltd. in 1977 Hidetoshi and acted as the managing director and None Arima the commercial product company’s president. Acted as Guotai-Jun'an Securities Co., Ltd. Shenzhen Branch’s assistant for general manager, Financial Head office’s general manager of Guotai- Jun'an Securities Co., Ltd., and Assets & Liabilities Administration Commission’s full-time director and Wang Weijie None Subsidiaries Management Workgroup’s director of Guotai-Jun'an Securities Co., Ltd., and office manager, discipline inspection and supervision office manager of the Board of Supervisors of Guotai-Jun'an Securities Co., Ltd. Acted as the standing committee member and vice secretary of Dalian Wang Municipal Party Committee and the Director of Dalian Foundation for Justice & Courage; Huiquan secretary of Dalian Municipal Independent director of Dashang Group Co., Ltd. Discipline Supervising Committee. Now retired. 8 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report Director of Research Institution of Dalian Huaxin Trust Acted as Vocational and Technical Securities of Dongbei University of Finance and College’s dean and Financial College’s Xing Tiancai Economics; dean of Dongbei University of Finance Independent director of China CITIC Bank Corp. Ltd.; and Economics. Independent director of Bohai Ferry Co., Ltd. Acted as the chief accountant of Dalian Liu Caiping Construction Holding Co., Ltd. Now Deputy director of Dalian CPA Association retired. Having acted as the vice chairman of Yu Fuchun None the Trade Union of the company. Having acted as the chief of the Assets Men Management Dept., the chief of the None Yuesheng Audit & Supervision Dept. and the Price Dept. of the company. Mao Having acted as the deputy chief of the None Chunhua Financial Dept. of the Company. Having acted as the deputy chief of the The chairman of Dalian Bingshan Group Refrigerator Zhang Chief Engineer’s Office, the chief Co., Ltd.; and the chairman of Dalian Bingshan Group Hongzhi engineer and the deputy general Refrigerator & Air-Conditioner Installation Co. manager of the company. Having acted as the deputy chief of the workshop, the chief of the Imp. & Exp. Dept., the assistant secretary of the Wang Dekun None Party committee, the chairman of the Trade Union, and the deputy general manager of the company. Having acted as the department’s Wang deputy chief and chief, the chief None Zhiqiang engineer and the deputy general manager of the company. Having acted as the deputy chief of the Political & Ideological Work Dept., the secretary of Committee for Discipline Hu Xitang None Inspection, the assistant secretary of the Party committee and the deputy general manager of the company. 5.3 Particulars about the remuneration of directors, supervisors and senior staff members Decision-making The Company's remuneration plan for directors and supervisors was proposed by the process for Company's Remuneration and Evaluation Committee of the Board of Directors, and after remuneration of approval by the Board of Directors, submitted to the general meeting for implementation. directors, supervisors The Company's remuneration plan for senior management was put into effect after and senior approval by the Company's Board of Directors. management Decision basis for It was decided on the basis of the main responsibilities and importance of the position remuneration of and the remuneration level of other applicable positions in other applicable enterprises directors, supervisors and evaluated and rewarded through the Company's examination procedure for assets and senior operation performance. management Actual payment of the directors', supervisors' and senior It was prepaid monthly in the reporting period. management's remuneration 9 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report 5.4 The changes of directors, supervisors and senior staff members None. 5.5 Employees Total number of the incumbent staff 1,282 Number of retirees whose expenses are borne 0 by the Company Professional occupation Number persons of professional Type of professional occupation occupation Production staff 761 Sales staff 200 Technical staff 167 Financial staff 14 Administrative staff 140 Education Type of education Number (persons) Doctor 1 Master 15 Undergraduate 301 Junior college 242 Senior high school or lower 723 10 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report §6 Report of the Board of Directors 6.1 Discussion and analysis on the management (1) Main businesses In face of the adverse situation of economic downturn and drop in demand in the first half of 2012, the Company focused on the marketing development, centered on quality and benefit, placed extra emphasis on the energy-saving and eco-friendly products such as the new series of screw compressors and the technical integration projects such as cold storage and air-conditioners, proactively adjusted the marketing strategy, kept on improving the operation quality, promoted the training of all employees on the ground, raised the productivity in the orderly way, and strived for fulfillment of all major economic targets. In the 1st half year of 2012, the Company achieved sale income RMB 851.22 million yuan, accounting for 48.64% of RMB 1.75 billion yuan as one of the operating plan indicators of the Company for 2012, down by 10.20% from the same period of last year; the total profits achieved is RMB 72.46 million yuan, accounting for 55.74% of RMB 130.00 million yuan as one of the operating plan indicators of the company for 2012, down by 38.86% from the same period of last year. In the reporting period, the Company grasped the development opportunity of cold chain logistics in the period of the 12th Five-Year Plan, brought the advantages in package projects such as composite cold storage and gas-adjusted preservation into full play, undertook many package projects for industrial flagship enterprises such as China Resources, COFCO, Yurun, Yili and Synear, and made a year-on-year growth of more than 20% comparably in the sales revenue on package projects. In the reporting period, the first five-axis linkage CNC turning-milling center purchased by the Company from Japanese Mazak Co., Ltd. has been commissioned successfully and put into normal operation. The center can integrate several working procedures, significantly shortening the process route. In addition, the Company actively imported the high-end rotor grinding machine and other key machining equipment to further raise the equipment level and production capacity. Whether was the Company's actual business performance above 20% lower or higher than the earnings projection or business target for this reporting period that was disclosed in public: □ Yes √ No (2) Main subsidiaries and Sino-foreign joint venture companies In the reporting period, the Company's subsidiary company Wuhan New World Refrigeration Industry Co., Ltd. rose to the challenge and made the sales revenue of 202.42 million yuan with a year-on-year increase of 19.70% and the net profit of 9.22 million yuan with essentially flatting year-on-year. In the reporting period, Dalian Sanyo Compressor as the leading eddy compressor producer in China put much effort to the DC inverter eddy compressor with retaining the superiority of high- efficient constant-speed compressors; and actively developed the market by the advantage of its scale and in the way of price adjusting. Affected by the downturn of downstream demand, its sales revenue decreased somewhat year-on-year and further affected the profit-making. In the reporting period, Dalian Sanyo Cold Chain practiced green growth and innovative growth and was awarded the Dalian's first mayor's quality prize; made achievement in the work of refined management and cost reduction, with the gross profit increased and the net profit increased by 15.25% year-on-year; formally ranked among the special equipment installers with the pressurized piping installation license qualification awarded and further consolidated its industrial flagship position; and put the full-automatic punching-rolling line into normal production and significantly improved the beverage refrigerator in efficiency, cost, safety and quality. In the reporting period, Dalian Sanyo Refrigeration successfully commissioned the low-temperature waste hot water recycle unit as the key development product, which further expanded the application field of the leading product lithium bromide chiller; and in the integrated operation with Dalian Sanyo Air-Conditioner, optimized the resource allocation for the large air-conditioner business and further enhanced the comprehensive strength in coping the market competition with the productivity raised. In the reporting period, Dalian Fuji-Bingshan Vending Machine laid stress on the multi-functional vending machine for both cold and hot food and achieved remarkable performance in the market 11 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report development with both the production output and the sales volume topping 5000 sets, and a year- on-year increase of sales revenue more than 50% and a significant year-on-year increase of net profit. With its foothold in Northeast China and the key deployment in the southeastern coastal central cities, the company extended its sales network to the western central cities and was perfecting it day by day. All risk factors which may cause adverse influence on fulfillment of the Company's future development strategy and business targets (1) The risk of continuous downturn of domestic and overseas economies and drop in demand leading to lack of orders. (2) The cost risk reflected in raw material price changing and increase of labor cost and of financing cost. 6.1.1 Statement of core business classified according to industry or product (Unit: RMB thousand yuan) Increase/d Increase/d ecrease of ecrease of Classified Increase/decrease of revenue cost according to Gross gross profit ratio Revenue Cost compared compared industry or profit ratio compared with the with the with the product previous year (%) previous previous year (%) year (%) Classified according to industry Industry Increase 1.74 851,218 676,485 20.53% -10.20% -12.12% refrigeration percentage points Classified according to product Refrigeration Increase 1.74 851,218 676,485 20.53% -10.20% -12.12% equipment percentage points 6.1.2 Particulars about core business classified according to area (Unit: RMB thousand yuan) Increase/decrease of revenue compared with the Area Revenue previous year(%) Northeast China area 627,232 -16.53% East China area 8,176 -25.68% Middle China area 201,894 +19.69% 6.1.3 Explanation of reason of material change of core business and its structure □Applicable √Inapplicable 6.1.4 Explanation of reason of material change of profitability capability of core business (gross profit ratio) compared with the previous report period □Applicable √Inapplicable 6.1.5 Analysis of reason of material change of operating results and profit structure compared with the previous report period √Applicable □Inapplicable There was a material difference in the Company's profit makeup between this reporting period and the previous year, and the return on investment decreased by 48.97% year-on-year. The main reason was the transfer of the equity of the associated company -- Thermo King-Dalian Transport Refrigeration Co., Ltd. in the first half of 2011 causing much one-off return on investment. 6.1.6 Business nature, main products or service and net profit of share-holding companies contributing 10% of the Company's net profits √Applicable □Inapplicable Dalian Sanyo Compressor Co., Ltd. The Company holds 40% shares of it. It’s main products are semi-hermetic piston compressors and eddy compressors.In the first half of 2012, it made the sales revenue of 967.98 million yuan and the net profit of 49.81 million yuan. Dalian Sanyo Cold Chain Co., Ltd. The Company holds 40% shares of it. It’s main products are commercial freezers & refrigerators.In the first half of 2012, it made the sales revenue of 12 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report 1,061.11 million yuan and the net profit of 29.77 million yuan. Grand Ocean Showa Air-Conditioner (Dalian) Co., Ltd. The Company holds 20% shares of it. It’s main products are air-conditioners for passenger cars.In the first half of 2012, it made the sales revenue of 285.14 million yuan and the net profit of 38.35 million yuan. 6.1.7 Problems and difficulties in business operation In the first half of 2012, continuous downturn of domestic and overseas economies and drop in demand led to lack of orders, which prevented from fulfillment of the Company's main business targets.In the second half of 2012, the Company will boost confidence, do solid work, try to rid of the disadvantaged position, focus on the management of market development, product quality, cost control and receivable accounts and cash flow, further improve the internal control system, consolidate the basic management and strive for better fulfillment of the annual business targets for 2012. 6.2 Investments of the Company 6.2.1 Overall use of raised capital □ Applicable √ Inapplicable 6.2.2 Utilization of promised projects of raised capital □ Applicable √ Inapplicable 6.2.3 Projects of changed raised capital □ Applicable √ Inapplicable 6.2.4 Important investment projects of non-raised capital □ Applicable √ Inapplicable 6.3 The Broad of Directors' modified business plan for the next half year □ Applicable √ Inapplicable 6.4 Estimation of the business performance for Jan.-Sept., 2012 Estimation notice that the accumulated net profit from the beginning of year to the end of the next reporting period may be turned into loss or significantly change compared with the same period of the last year, and explanation of the cause □ Applicable √ Inapplicable 6.5 The Board of Directors' explanation on the “non-standard audit report” from the accounting firm in this reporting period □ Applicable √ Inapplicable 6.6 The Board of Directors' explanation on item change and solution referred in the “non- standard audit report” from the accounting firm in the last year □ Applicable √ Inapplicable 6.7 The Board of Directors' discussion on causes and impacts of the Company's accounting policies and estimates and corrections of material accounting errors □ Applicable √ Inapplicable 6.8 Formulation and implementation of the Company's cash dividend distribution policy By giving consideration to both the return to shareholders and the Company's long-term development, and in combination of the Company's profit made in the this year, the Company formulated the 2011 annual dividend distribution plan of paying the cash of 1.5 yuan for every 10 shares. Reviewed and adopted at the Company's general meeting, the Company's Board of Directors has implemented the plan in May 2012. Formulation and implementation of the Company's cash dividend distribution policy in the reporting period complied with the Company's Articles of Association and the general meeting's resolution, and the dividend distribution standard and proportion were defined and clear and the applicable decision-making procedure and system were complete. The independent directors agreed on it and the legal rights and interests of minority shareholders were well protected. 6.9 Proposal of profit distribution or converting capital reserve to bonus shares □ Applicable √ Inapplicable 6.10 The details that the Company's accumulated undistributed profit was positive as of the end of 2011 but no cash dividend distribution plan was proposed □ Applicable √ Inapplicable 6.11 Establishment and implementation of the internal information insider registration and management system 13 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report The Company has established the internal information insider registration and management system and strictly complied with the related regulations. In the reporting period, no internal information insider of the Company was found buying or selling the Company's shares by use of internal information and no director, supervisor or senior manager was found illegally buying or selling the Company's shares. Self-examination to find if any internal information insider bought or sold the Company's shares and derivatives, and the accountability □ Yes √ No Whether were there any tools of supervision and administrative punishment given to the listed company and its related staff by the regulatory authority in implementation of the internal information insider registration and management system or due to suspicion of doing insider trading □ Yes √ No 6.12 Other disclosure items □ Applicable √ Inapplicable 6.13 The Company's liabilities, credit changes and cash arrangement for repayment of borrowings in future years (this table is for listed companies issuing convertible bonds only) □ Applicable √ Inapplicable 14 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report §7 Significant Events 7.1 Corporate governance According to the normative document on corporate governance of listed companies issued by China Securities Regulatory Commission, and in combination of its own actuality, the Company timely established and improved the relevant systems. The actuality of corporate governance had no deviation from the requirements in that document. There were no problems concerning horizontal competition caused by restructures and other reasons with the Company. The main normal associated transactions between the Company and the associated companies included purchasing the supporting products for package projects from the associated companies, selling the supporting parts and components to the associated companies and providing the labor service. Associated transactions between the Company and the associated companies were necessary for normal production and operation and helpful for the Company’s healthy development, and therefore will continue. The Company will strictly comply with the related decision-making procedures and fulfill the obligation in information disclosure in order to further regulate associated transactions. In the reporting period, the Company continuously improved its corporate governance by further deepening and perfecting the construction of its internal control and regulation system. 7.2 Implementation of the profit distribution plan, the plan for converting capital reserve to bonus shares or the share issuing plan formulated in previous periods and implemented in the reporting period √ Applicable □ Inapplicable The Company's 2011 annual dividend distribution plan has been implemented by the Board of Directors in May 2012. 7.3 Major lawsuit and arbitration issues □ Applicable √ Inapplicable The Company had no major lawsuit and arbitration issues in this period. 7.4 Items related to bankruptcy reorganization □ Applicable √ Inapplicable 7.5 The Company's holding other listed companies' equities and financial institutions' equities 7.5.1 Security investments □ Applicable √ Inapplicable 7.5.2 Equities of other listed companies held by the Company □ Applicable √ Inapplicable 7.5.3 Equities of non-listed financial institutions held by the Company √ Applicable □ Inapplicable Proportion Change of Amount of of share Book value at Profit and Name of Quantity owner’s primary equity in the end of loss within object held (Shares) held equity within investment that period period period company Guotai Junan Secunities 30,098,895.00 30,098,895 0.49% 30,098,895.00 0.00 0.00 Co., Ltd Total 30,098,895.00 30,098,895 -- 30,098,895.00 0.00 0.00 7.5.4 Shares of other listed companies bought or sold by the Company □ Applicable √ Inapplicable 7.6 Asset transactions 7.6.1 Purchase of assets □ Applicable √ Inapplicable 7.6.2 Sales of assets □ Applicable √ Inapplicable 7.6.3 Exchange of assets □ Applicable √ Inapplicable 7.6.4 Business combination □ Applicable √ Inapplicable 15 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report 7.6.5 Progress of the matter and impacts of sales of assets on the business results and financial positions of the Company after the report on assets restructuring or the announcement on acquisition of the sold assets was published □ Applicable √ Inapplicable 7.7 Explanation on the shareholding increase plan proposed or implemented by the Company's major shareholder and its concerted actor in the reporting period □ Applicable √ Inapplicable 7.8 Implementation and impact of the corporate equity incentive □ Applicable √ Inapplicable 7.9 Important associated transactions 7.9.1 Associated transactions related to normal business √ Applicable □ Inapplicable The routine associate transactions of the Company involve a number of Associate parties, which reflects the aggregated industrial production mode of the company. With the products of Necessity and continuity of associated the company expanding and developing increasingly, an transactions, and cause of selecting industrial chain of fair scale in connection with refrigeration and the associated party (none other air-conditioning has taken shape. As the refrigeration and air- trading parties in the market) for conditioning package plants for customers involve a high transaction requirement for the production technology, the accessories, contracted-out parts for some products come from our associate parties to ensure the quality of our products and the market stability. Associated transactions of this Company with the associated parties are necessary for normal production and operation, and of positive significance for normal development of the Company Impacts of associated transactions on and will continue in future. Associated transactions are independency of the listed company confirmed by signing economic contracts. The methods of pricing and settling accounts are based on the market prices, and having no harm to the interests of the Company and of the shareholders. In the report period, the total amount of normal associated transactions between the Company and associated parties was 173,330 thousand yuan, accounting for 31.80% of the budgeted Actual implementation of normal amount for the year 2012. This included 90,350 thousand yuan, associated transactions to occur in the accounting for 30.12% of the budgeted amount for the year reporting period with estimation of the 2012, for purchasing supporting products for package projects total amount by type from associated parties, and 82,990 thousand yuan, accounting for 33.87% of the budgeted amount for the year 2012, from selling supporting parts and components to associated parties. See the Explanatory Notes to Accounting Statements. The main normal associated transactions between the Company and the associated companies included purchasing the supporting products for package projects from the associated companies, selling the supporting parts and components to the associated companies and providing the labor service. As the special topic, the Company's normal associated transactions in this year and estimation of normal associated transactions in the next year Description of associated transactions were submitted for review and adoption at the Board meeting and the general meeting taking place in April and May of each year and for disclosure after prior approval by the independent directors. The normal associated transactions within the estimated total amount will be disclosed in detail in the part “Relationship and transactions with associated parties” of the Company's annual report and semiannual report. 16 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report (Unit: RMB’0000) purchasing auxiliary products for selling auxiliary spare parts to package projects from associate associate parties parties Associated party Proportion to the Proportion to the Amount similar Amount similar transactions transactions Dalian Bingshan Group Import&Export Co., Ltd. 8,298.53 9.74% 9,034.59 13.61% and other associated party Total 8,298.53 9.74% 9,034.59 13.61% Including:In the report period the Company made associative trade amounting to 70,175 thousand yuan in the form of products selling or labor providing for holding shareholders and its subsidiaries. 7.9.2 Associated transactions in assets purchasing and selling □ Applicable √ Inapplicable 7.9.3 Important associated transactions with joint investments √ Applicable □ Inapplicable Registered Assets Net profit Progress of capital of scale of of Major important Name of invested invested invested Joint Associated business of Curre undergoing invested company company company investor relationship invested ncy projects of company (in ten (in ten (in ten company invested thousand thousand thousand company yuan) yuan) yuan) Design, Associated production, legal entity sale and after- Sanyo holding Dalian Sanyo sale service Electric 10% of Refrigeration 345,000 JPY 55,040 312 No of large Co., Ltd. DALENG Co., Ltd. cooling/heati GUFEN ng air- shares conditioners Description of important associated transactions with joint investments Dalian Sanyo Refrigeration Company Limited (hereinafter ‘DSR’) is a joint venture invested by Sanyo Electric Co., Ltd. (hereinafter ‘SE’)and Dalian Refrigeration Company Limited (hereinafter ‘the Company’), and SE holds 60% equity of DSR and the Company holds 40%. In order to fulfilling the strategic plan and developing refrigeration business of DSR, the shareholders of DSR decided to invest another RMB110,000,000. The amount will be contributed by the two shareholders respectively according to their proportion in DSR’s equity, and the Company will contribute RMB44,000,000. The Company will contribute the amount with its own fund. After the contribution, the Company’s proportion in DSR’s equity doesn’t change. SE will also increase investment to DSR with its own fund. Because SE holds 10% equity of the Company and is a related party of the Company, the contribution is a common investment behavior. 7.9.4 Current associated rights of credit and liabilities □ Applicable √ Inapplicable Occupied funds and progress of returning scheme in the reporting period □ Applicable √ Inapplicable Accountability scheme proposed by the Board of Directors for incompletion of the return of occupied non-operation funds by the listed company as of the end of the reporting period □ Applicable √ Inapplicable 17 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report 7.9.5 Other important associated transactions □ Applicable √ Inapplicable 7.10 Important contracts and their implementation 7.10.1 Trusts, contracts and leases that made profits for the Company accounting for 10% or higher of the total amount of profit of the Company (1) Trusts □ Applicable √ Inapplicable (2) Contracts □ Applicable √ Inapplicable (3) Leases □ Applicable √ Inapplicable 7.10.2 Guarantees □ Applicable √ Inapplicable 7.10.3 Consigned financing □ Applicable √ Inapplicable 7.10.4 Implementation of important contracts in daily operation □ Applicable √ Inapplicable 7.10.5 Other important contracts □ Applicable √ Inapplicable 7.11 Details of issuing corporate bonds □ Applicable √ Inapplicable 7.12 Implementation of the undertakings 7.12.1 Undertakings of the Company or its shareholders holding 5% or higher of the shares in the reporting period or carried to the reporting period √ Applicable □ Inapplicable Undertaking matters for trial sales of state shares and implementation Except the immature condition of being implementation for management share incentive scheme, Dalian Bingshan Group strictly perform the commitment in share reform. 7.12.2 Explanation on the Company's assets or projects matching the original earnings projection and the cause if there was the earnings projection for its assets or projects and the reporting period was still in the earnings projection period □ Applicable √ Inapplicable 18 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report 7.13 Record of investigation, communication, interview and other activities in the reporting period Type of Reception Reception Topic in discussion and Reception time received Received persons location form provided information persons Information about the Company’s By fundamentals of the Jan. 18, 2012 Institution E Fund’s researchers office telephone Company that have been disclosed in public Information about the China Gold's and Company’s By fundamentals of the Feb. 6, 2012 Institution Taikang Asset’s office telephone Company that have researchers been disclosed in public Lion Fund’s, Sinolink Securities', CITIC Information about the Company’s By Securities', CITIC fundamentals of the Mar. 8, 2012 Institution office telephone China Securities’ and Company that have Taikang Asset’s been disclosed in public researchers Information about the Wanjia Assets' and Company’s By fundamentals of the Mar. 13, 2012 Institution Northeast Securities' office telephone Company that have researchers been disclosed in public Information about the Hua An Fund’s and Company’s By fundamentals of the Mar. 14, 2012 Institution China Gold's office telephone Company that have researchers been disclosed in public Information about the Company’s By CITIC Securities’ fundamentals of the Apr. 25, 2012 Institution office telephone researchers Company that have been disclosed in public Information about the Company’s By China Gold's fundamentals of the May 31, 2012 Institution office telephone researchers Company that have been disclosed in public Information about the Field Company’s Cinda Securities’ fundamentals of the Jun. 4, 2012 investigati Institution office researchers Company that have on been disclosed in public 7.14 Employment and dismissal of the accounting firm Whether was the semiannual report audited? □ Yes √ No 7.15 Punishment and rectification received by the listed company and its directors, supervisors, senior management, shareholders, actual controllers and acquisitors □ Applicable √ Inapplicable 7.16 Description of other important issues □ Applicable √ Inapplicable 7.17 Material change in profitability and assets and credit standings of the underwriter of the Company's convertible bonds (This table is for listed companies issuing convertible bonds only.) □ Applicable √ Inapplicable 19 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report 7.18 Index of information disclosure Announce Newspaper and page for Date for Website and path for Item ment No. disclosing disclosing disclosing Indicative announcement China Securities Daily 2012-001 (change in Hamon Investment's B029, Hong Kong Feb. 10, 2012 http://www.cninfo.com.cn equity) Commercial Daily A9 China Securities Daily 2012-002 2011 Annual Report Summary B014, Hong Kong Mar. 8, 2012 http://www.cninfo.com.cn Commercial Daily A19 Announcement on the China Securities Daily 2012-003 resolutions at the 14th meeting of B014, Hong Kong Mar. 8, 2012 http://www.cninfo.com.cn the 5th Board of Directors Commercial Daily A19 Announcement on the China Securities Daily 2012-004 resolutions at the 10th meeting of B014, Hong Kong Mar. 8, 2012 http://www.cninfo.com.cn the 5th Board of Supervisors Commercial Daily A19 China Securities Daily Notice for convening the 2011 2012-005 B014, Hong Kong Mar. 8, 2012 http://www.cninfo.com.cn annual general meeting Commercial Daily A19 Announcement on the 2012 China Securities Daily 2012-006 annual estimation of normal B014, Hong Kong Mar. 8, 2012 http://www.cninfo.com.cn associated transactions Commercial Daily A19 Announcement on the associated China Securities Daily transaction (transfer of 40% of 2012-007 B014, Hong Kong Mar. 8, 2012 http://www.cninfo.com.cn the equity of Dalian Sanyo Air- Commercial Daily A19 conditioner) Announcement on the associated China Securities Daily transaction (Increase of the 2012-008 B014, Hong Kong Mar. 8, 2012 http://www.cninfo.com.cn investment to Dalian Sanyo Commercial Daily A19 Refrigeration) China Securities Daily Supplementary announcement of 2012-009 B026, Hong Kong Mar. 30, 2012 http://www.cninfo.com.cn the 2011 annual report Commercial Daily A14 Announcement on the China Securities Daily 2012-010 resolutions at the 15th meeting of B026, Hong Kong Mar. 30, 2012 http://www.cninfo.com.cn the 5th Board of Directors Commercial Daily A14 Announcement on the China Securities Daily 2012-011 resolutions at the 2011 annual B026, Hong Kong Mar. 30, 2012 http://www.cninfo.com.cn general meeting Commercial Daily A14 China Securities Daily Quarterly Report for the First 2012-012 B147, Hong Kong Apr. 24, 2012 http://www.cninfo.com.cn Quarter, 2012 Commercial Daily A21 China Securities Daily Announcement on the 2011 2012-013 B012, Hong Kong May 16, 2012 http://www.cninfo.com.cn annual dividend distribution Commercial Daily A14 Announcement on the China Securities Daily 2012-014 resolutions at the 17th meeting of A23, Hong Kong May 18, 2012 http://www.cninfo.com.cn the 5th Board of Directors Commercial Daily A22 20 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report §8 Financial Report 1. The Company's semiannual financial report has not been audited. 2. Accounting statements: see the attached statements. 3. Explanatory notes to the accounting statements (All amounts in RMB Yuan unless otherwise stated) Ⅰ.General information Dalian Refrigeration Company Limited (the “Company”) was incorporated in the People’s Republic of China (the “PRC”) on December 18, 1993 as a joint stock limited company. The principal activities of the Company are manufacture, sale and installation of refrigeration equipments. The Company together with its subsidiaries is hereinafter collectively referred to as the “Group”. The address of the Company’s registered office is No.888 Xinan Road, Shahekou District, Dalian. The Company’s domestically listed RMB denominated ordinary shares (“A shares”) and domestically listed foreign investment ordinary shares (“B shares”) were listed on the Shenzhen Stock Exchange in the PRC in December 1993 and March 1998 respectively. As the China's Refrigeration & Air Conditioning Association published, the Company was put the first place for its sales income and economy utility general index in the line; and its products were also been the first level for variety, specification, market occupation rate and export sales in China's refrigeration industry. Ⅱ. The main accounting policies, accounting estimates and corrections of accounting errors 1. Basic of preparation of financial statements The financial statements have been prepared on the basic assumption of going concern and on the accrual basis of accounting. The effects of evens and other transactions actually occurred and they have been recorded and measured in accordance with the Chinese Accounting Standards (2006): Framework and other accounting standards. 2. Declaration on following Accounting Standard for Business Enterprises Declaration from the Company: The financial report made by the Company was in accordance with Accounting Standard for Business Enterprises, which reflected the financial position, financial performance and cash flow of the Company truly, objectively and completely. 3. Fiscal year The Company adopts the calendar year as its fiscal year, i.e. from January 1 to December 31. 4. Functional currency RMB was the functional currency of the Company. 5. Accounting method of business combination under the same control and not under the same control (1) The Company adopts equity method for business combination under same control. The assets and liabilities that the combining party obtained in a business combination shall be measured on their carrying amount in the combined party on the combining date. The difference between the carrying amount of net assets acquired by the combining party and the carrying amount of the consideration paid by it (or the total par value of the shares issued) shall be adjusted to capital surplus. If the capital surplus is not sufficient for adjustment, retained earning is adjusted respectively. The business combination costs that are directly attributable to the combination, such as audit fees, valuation fees, legal service fees and so on are recognized in profit or loss during the current period when they occurred. The bonds issued for a business combination or the handling fees, commissions and other expenses for bearing other liabilities shall be recorded in the amount of initial measurement of the bonds or other debts. The handling fees, commissions and other expenses for the issuance of equity securities for the business combination shall be credited against the surplus of equity securities; if the surplus is not sufficient, the retained earnings shall be offset. Where a relationship between a parent company and a subsidiary company is formed due to a business combination, the parent company shall, on the combining date, prepare consolidated financial statements according to the accounting policy of the Company. (2) The Company adopts acquisition method for business combination not under same control. The acquirer shall recognize the initial cost of combination under the following principles: a) When business combination is achieved through a single exchange transaction, the cost of a business combination is the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity securities issued by the acquirer, in exchange for control of the acquiree; b) For the business combination involved more than one exchange transaction, the cost of the combination is the aggregate cost of the individual transactions; c) The costs directly attributed to business combination are included in the cost of combination; d) Where a business combination contract or agreement provides for a future event which may adjust the cost of combination, the Company shall include the amount of the adjustment in the cost of the combination at the acquisition date if the future event leading to the adjustment is probable and the amount of the adjustment can be measured reliably. The acquirer shall, on the acquisition date, measure the assets given and liabilities incurred or assumed by an 21 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report enterprise for a business combination in light of their fair value, and shall record the balances between them and their carrying amounts into the profits and losses at the current period. The acquirer shall distribute the combination costs on the acquisition date, and shall recognize all identifiable assets, liabilities and contingent liabilities it obtains from the acquiree. (1) the acquirer shall recognize the difference that the combination costs are over the fair value of the identifiable net assets obtained from acquiree as goodwill; (2) if the combination costs are less than the fair value of the identifiable net assets obtained from acquiree, the acquirer shall reexamine the measurement of the fair values of the identifiable assets, liabilities and contingent liabilities obtained from the acquiree as well as the combination costs; and then after the reexamination, the result is still the same, the difference shall be recorded in the profit and loss of the current period. Where a relationship between a parent company and a subsidiary company is formed due to a business combination, the parent company shall prepare accounting books for future reference, which shall record the fair value of the identifiable assets, liabilities and contingent liabilities obtained from the subsidiary company on the acquisition date. When preparing consolidated financial statements, it shall adjust the financial statements of the subsidiary company on the basis of the fair values of the identifiable assets, liabilities and contingent liabilities determined on the acquisition date according to the Company’s accounting policy of “Consolidated financial statement”. 6. Basis of consolidation (1) Scope of consolidation Consolidated financial statements are included all subsidiaries of the parent. (2) Increase or decrease of the subsidiaries For any subsidiary acquired by the Company through business combination under the same control, when the consolidated balance sheet for the current period is being prepared, the beginning balances in the consolidated balance sheet are made corresponding modification. For addition business combination not under same control during the reporting period, the Company makes no adjustment for the beginning balances in the consolidated balance sheet. When disposing subsidiary during the reporting period, the Company makes no adjustment for the beginning balances in the consolidated balance sheet. For any subsidiary acquired by the Company through business combination under the same control, when the consolidated income statement for the current period is being prepared, sales, expense and profit for the period from the beginning of the consolidated period to the year end of the reporting period are included in the consolidated income statement. For addition business combination not under same control during the reporting period, revenue, expense and profit for the period from acquisition date to the year end of the reporting period is included in the consolidated income statement. When disposing subsidiary during the reporting period, sales, expense and profit for the period from the beginning to the disposal date are included in the consolidated income statement. For any subsidiary acquired by the Company through business combination under the same control, when the consolidated cash flow statement for the current period is being prepared, cashflow for the period from the beginning of the consolidated period to the year end of the reporting period is included in the consolidated cash flow statement. For addition business combination not under same control during the reporting period, cashflow for the period from acquisition date to the year end of the reporting period is included in the consolidated cash flow statement. When disposing subsidiary during the reporting period, cashflow for the period from the beginning to the disposal date is included in the consolidated cash flow statement. (3)Principle of consolidation The consolidated financial statements are based on the financial statements of individual subsidiaries which are included in the consolidation scope and prepared after adjustment of long-term equity investment under equity method and elimination effect of intragroup transaction. (4) Minority interests The portion of the equity of the subsidiaries that are not owned by the parent is presented as minority interest in the consolidated balance sheet. The portion of the profit or loss of the subsidiaries that are not owned by the parent is presented as minority interest in the consolidated income statement. (5) Excess losses The amount which losses of subsidiaries during the period exceeds the proportion of minority’s obligation is offset minority interest as agreed in the subsidiaries’ association or agreement and minorities have ability to bear the excess losses. Otherwise, the excess losses are offset equity of the parent company. Profits made afterward by subsidiaries are attributable to equity of the parent company before recovery of excess losses. 7.The standard for recognizing cash equivalent when making cash flow statement Cash equivalent means the highly liquid, very safe investment which can be easily converted into cash, and the company can hold it for a very short time (3 months from the date of purchase). 8. Method of foreign currency translation When foreign currency translation occurs, the spot exchange rate on the date of translation (i.e., the middle price of the intraday foreign exchange rate of RMB published by People’s Bank of China) shall be converted into RMB for keeping accounts while the occurred foreign currency exchange or the foreign exchange transactions shall be translated according to exchange rate adopted in actual transactions. On the balance sheet date, the foreign currency monetary items and foreign currency non-monetary items shall be treated in accordance with the following provisions: The foreign currency monetary items shall be translated at the spot exchange rate on balance sheet date, of which happen during the normal business period shall be recorded into gains and losses at the current period; of which happen during organization period shall be recorded into long-term deferred expense. The exchange gains or losses 22 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report caused by the borrowing belonging to acquiring fixed assets shall be treated by the capitalization of borrowing costs. Foreign currency non-monetary items shall be translated at spot rate on the date of transaction, not changing the amount of functional currency. The Company translates the financial statements of its foreign operation in accordance with the following provisions: a) the asset and liability items in the balance sheets shall be translated at a spot exchange rate ruling at the balance sheet date. Among the owner's equity items, except the ones as "retained earnings", others shall be translated at the spot exchange rate ruling at the time when they occurred;. b) The income and expense items in the income statements shall be translated with approximate exchange rate of the sight rate on the transaction occurring date. The foreign exchange difference arisen from the translation of foreign currency financial statements shall be presented separately under the owner's equity in the balance sheet. 9. The recognition and measurement of financial instruments and the transfer of the financial instruments (1) Recognition of the financial assets When an enterprise becomes a party to a financial instrument, it shall recognize a financial asset or financial liability. Where a financial asset satisfies any of the following requirements, the recognition of it shall be terminated: ① Where the contractual rights for collecting the cash flow of the said financial assets are terminated; ②Where the said financial asset has been transferred and meets the conditions for recognizing the termination of financial assets as provided for in Accounting Standard for Business Enterprises No. 23 – Transfer of Financial Assets. Only when the prevailing obligations of a financial liability are relieved in all or in part may the recognition of the financial liability be terminated in all or partly. (2) The classification, recognition and measurement of financial assets and financial liabilities The financial assets or financial liabilities got or born by the Company are measured according to the following classifications: ① The financial assets or financial liabilities which are measured at their fair value and the variation of which is recorded into the profits and losses of the current period The interest rate or cash dividend which was gained in the period when the financial assets held by the Company are measured at its fair value and of which the variation is recorded into the profits and losses in the current period shall be recognized as investment income. On balance sheet date, the in change in the fair value of the financial asset or financial liability which is measured at its fair value and of which the variation is recorded into the profits and losses of the current period, shall be recorded into the profits and losses of the current period; When the said financial assets of financial liabilities are on disposal, the difference between the fair value and the amount in initial account shall be recognized as investment income, meanwhile, the profits and losses arising from the change in fair value shall be adjusted. ② The investments which will be held to their maturity The investments which will be held to their maturity will regard the sum between the gained fair value and the transaction expense thereof as the initially recognized amount. The interest on bonds in payment, of which the mature interest is not drawn, shall be solely recognized as the receivables. The interest revenue which is measured and recognized by the amortized cost and actual interest rate during the period of the investments which will be held to their maturity shall be recorded into investment income. The actual interest rate which is recognized in the period of gaining the investments which will be held to their maturity, shall maintain unchanged within the predicted term of existence or within a shorter applicable term of the said investment which will be held to their maturity. The little difference between actual interest rate and coupon rate of which interest revenue can be measured at the coupon rate shall be recorded into the profits of losses in the current period. When the investments which will be held to their maturity are on disposal, the difference between the obtained price and investment book value shall be recorded into the profits and losses in the current period. ③ The accounts receivables The creditor’s right receivable formed during the Company selling commodity outside or offering labor shall be regarded as the initially recognize amount in according with the receivable price stipulated in the contract or agreement signed between the Company and the buyers. When the Company recovers or disposes the accounts receivable, the difference between the obtained price and the book value of the accounts receivable shall be recorded into the profits and losses in the current period. ④ Financial assets available for sale The financial assets available for sale will be regarded as the initial recognized amount in according with the sum between the fair value obtained from the said financial assets and the transaction expense thereof. The interest on bonds of which the mature interest rate is not drawn in the payment or the cash dividend which is declared but not extended in the payment shall be solely recognized as the receivables. The interest rate or cash dividend gained during the period of holding the financial assets available for sale shall be recorded into investment income. On balance sheet date, the financial assets shall be measured through fair value, while the change in fair value is recorded into capital reserves (other capital reserves). When the financial assets are on disposal, the difference between the obtained price and the book value of the financial assets shall be recorded into investment income, meanwhile, the amount on proposal transferring out from the accumulated amount which is directly recorded into shareholders’ equity and arises from the variation of the fair value, shall be recorded into investment income. ⑤ Other financial liabilities Other financial liabilities are regarded as the initial recognized amount in accordance with the sum between the fair value and the transaction expense thereof. The Company shall make subsequent measurement on other financial 23 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report liabilities on the basis of the post-amortization costs. (3) Main recognition method for the fair value of the financial assets or financial liabilities ① The quotation in the active market shall be used to recognize the fair value of the financial assets or financial liabilities existing in active market. ② If the financial instruments do not exist in the active market, the fair value shall be recognized by value appraisal techniques. ③ As for the financial assets initially obtained of produced at source and the financial liabilities assumed, the fair value thereof shall be determined on the basis of the transaction price of the market. (4) Main impairment test method of the financial assets and impairment provision method The recognition standard for impairment provision of the financial assets: the Company shall carry out an inspection, on the balance sheet day, on the carrying amount of the financial assets other than those measured at their fair values and of which the variation is recorded into the profits and losses of the current period. Where there is any objective evidence proving that such financial asset has been impaired, an impairment provision shall be made. The withdrawal method for impairment provision of the financial assets: as for the impairment provision of the financial assets is measured on the basis of post-amortization costs, if the current value of the predicted future cash flow of the financial assets is below the difference in the carrying amount of the said financial asset, the impairment provision of the financial assets shall be made; as for the impairment provision of the financial assets available for sale, if the recoverable amount is below the difference in the carrying amount, the impairment provision shall be made. Where a sellable financial asset is impaired, even if the recognition of the financial asset has not been terminated, the accumulative losses arising from the decrease of the fair value of the owners’ equity which was directly included shall be transferred out and recorded into the profits and losses of the current period. 10. The recognition standard and the withdrawal method for the bad debt provision of the accounts receivable (1) Accounting method of bad debt provision for the individually significant receivables, the impairment test is carried on individually. Standards of provision for bad debts of the individually significant receivables: top 5 of account receivables at year end. Method of provision for bad debts of the individually significant receivables: aging analysis with individual recognition method. (2) For the receivables which are not individually significant, but which are assessed at high risk level through credit risk combination. In accordance with credit risk characteristics, the method of provision for bad debts is aging analysis with individual recognition method The bad debt losses are accounted by the allowance method. The Company recognized the bad debt provision on the basis of the accounts age analysis method based on the actual financial status and the cash flow of the debt units, which shall be recorded into the profits and losses of the current period. As for the accounts receivable of the related party of the Company with continuous operation ability, the withdrawal of bad debt reserves should not reach 100% at most. The proportion taking up the withdrawal of the bad debt provision for the accounts receivable in every account age phase is described as follows: Account age Proportion taking up the bad debt provision for the accounts receivable and other accounts receivable (%) Within one year 5 One to two years 10 Two to three years 30 Three to four years 50 Four to five years 80 Over five years 100 11. The classification, pricing and accounting methods for inventories; the recognition standard and withdrawal method of the inventories falling price reserves (1) Classification of the inventories: purchased materials, stocking materials, material cost difference, entrusted processing materials, unfinished products, finished products, working on project and etc. (2) The inventory system is on the basis of perpetual inventory method. (3) The inventories are priced by the historical cost method, so are the raw material and auxiliary material, the sold material cost is carried over on the basis of first-in first-out method; the product cost is accounted through standard cost method, the difference between the standard cost and historical cost is undertaken by the cost of the finished goods in process, while the cost of sales is carried over on the basis of weighted average method; low-value consumption goods will be amortized once when drawn. (4) As for the inventory write-down provided: each kind of inventories at the end of the report period will be measured at the lower of cost or net realizable value, and a provision for inventory write-down will be established for any difference between the cost and the lower net realizable value. The net realizable value refers to the value minus the predicted expense needed in the process of completing the production and sales from the predicted price for sale and the taxes. 12. The method for measuring long-term equity investment (1). Confirmation of initial investment cost of long-term equity investment For the consolidation of enterprises that under the same control, take the book value proportion of the owner’s equity of consolidated party on consolidation date as initial investment cost of long-term equity investment. The balance of 24 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report initial investment cost of long-term equity investment and paid cash, transferred non-cash asset, and book value of debt taken, should adjust capital public reserve; and adjust retained earning while the capital public reserve isn’t enough to offset. For the consolidation of enterprises that under different control, take assets paid out in order to acquire the control right of purchased party on purchase date, occurred or undertaken debt and fair value of issued equity securities as initial investment cost of long-term equity investment. The long-term equity investment acquired in other manners except from the enterprise consolidation, should confirm its initial investment cost according to following regulations: ①. The long-term equity investment acquired by paying cash, should take purchasing price that actually paid as initial investment cost. Initial investment cost including expense, tax and other necessary payout that directly related with acquiring the long-term equity investment. ②. The long-term equity investment acquired by issuing equity securities, should take fair value of the issued equity securities as initial investment cost. ③. The long-term equity investment invested by investors, should take the promised value in investment contract or agreement as initial investment cost, excluding those promised in the contract or agreement that the value is not fair. ④. The long-term equity investment acquired by non-monetary asset exchange, its initial investment cost should be confirmed according to Accounting Standards of Business Enterprise No.7—Non-monetary Asset Exchange. ⑤. The long-term equity investment acquired by debt reorganization, its initial investment cost should be confirmed according to Accounting Standards No.12—Debt Restructuring. (2). Subsequent measurement of long-term equity investment ①. The following long-term equity investments adopt cost calculation method: i. The long-term equity investment on the invested units controlled by the Company. The investment of the Company on the subsidiaries and calculated on cost method and adjusted according to equity method while compiling the consolidated financial statements. ⅱ. The long-term investment that the Company hasn’t together control or material influence on invested party, and hasn’t quoted price on active market so its fair value can’t be dependably measured. ②. The long-term equity investment that the Company has together control or material influence on the invested party, adopt equity method to calculated. 13. The fixed assets pricing and depreciation method (1) Definition of fixed assets The fixed assets refer to the assets related to production and operation that has over 1 year lifetime. (2). Classification The fixed assets include property and plant, machinery and equipment, motor vehicles, electric equipments and other equipments etc. (3). Pricing of fixed assets The initial measurement of a fixed asset shall be made at its cost. The cost of a purchased fixed asset is based on the actual expense; the cost invested to a fixed asset by the investor shall be ascertained in accordance with the value as stipulated in the investment contract or agreement; the cost of a self-constructed fixed asset shall be formed by the necessary expenses incurred for bringing the asset to the expected condition for use; the costs of fixed assets acquired through the exchange of non-monetary assets, recombination of liabilities, merger of enterprises, and financial leasing shall be respectively ascertained in accordance with the Accounting Standard for Business Enterprises No. 7 - Exchange of Non-monetary Assets, the Accounting Standard for Business Enterprises No. 12 – Debt Restructuring, the Accounting Standard for Business Enterprises No. 21 – Leases. (4).Deprecation method of fixed assets Depreciation is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives, as follows: Fixed assets Estimated lifetime Annual depreciation Expected residual rates value rates Buildings 20-40 years 2.25-4.85% 3%、 5%、10% Machinery and equipment 10-22 years 4.09-9.7% 3%、 5%、10% Motor vehicles 4-15 years 6-24.25% 3%、 5%、10% Electric equipments 5 years 18-19.4% 3%、 5%、10% Other equipments 10-15 years 6-9.7% 3%、 5%、10% The asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. 14. Construction-in-progress (1). Construction-in-progress represents buildings and plant under construction and machinery and equipment under installation and testing, and is stated at cost. (2). This includes cost of construction, plant and equipment and other direct costs plus borrowing costs which include interest charges and exchange differences arising from foreign currency borrowings used to finance these projects during the construction period, to the extent these are regarded as an adjustment to interest costs. (3). When construction engineering in process has reached the scheduled state in commission, and has proceeded the final accounts of completing, validate all the actual expenses as the fixed asset; if the fixed asset has reached the scheduled state in commission without proceeding the final accounts of completing, validate the cost and adjust the original provisional estimated value according to the actual costs after finishing the final accounts of completing. 25 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report 15. The pricing and amortizing method of intangible assets (1) Pricing of the intangible assets The intangible assets shall be initially measured according to its cost. ① The cost of outsourcing intangible assets shall include the purchase price, relevant taxes and other necessary expenditure directly attributable to intangible assets for the expected purpose. ② The cost of self-developed intangible assets shall include the total expenditures incurred during the period from the time when it meets the following conditions to the time when the expected purposes of use are realized, except that the expenditures which have already been treated prior to the said period shall not be adjusted. ⅰ. It is feasible technically to finish intangible assets for use or sale; ⅱ. It is intended to finish and use or sell the intangible assets; ⅲ. The usefulness of methods for intangible assets to generate economic benefits shall be proved, including being able to prove that there is a potential market for the products manufacturing by applying the intangible assets or there is a potential market for the intangible assets itself or the intangible assets will be used internally. ⅳ. It is able to finish the development of the intangible assets, and able to use or sell the intangible assets, with the support of sufficient technologies, financial resources and other resources; ⅴ. The development expenditures of the intangible assets can be reliably measured. ③ The cost invested into intangible assets by investors shall be determined according to the conventional value in the investment contract or agreement. ④ The costs of intangible assets acquired from non-monetary assets transaction, debt recombination, government subsides, and merger of enterprises shall be determined respectively according to the Accounting Standard for Business Enterprises No. 7 - Non-monetary Assets, Accounting Standard for Business Enterprises No. 12 – Debt Restructurings, Accounting Standard for Business Enterprises No. 16 – Government Grants and Accounting Standard for Business Enterprises No. 20 – Business Combinations. (2) Amortization of the intangible assets ①As for the intangible assets with limited service life, which are amortized by straight-line method when it is available for use within the service period, shall be recorded into the current profits and losses. The Company shall, at least at the end of each year, check the service life and the amortization method of intangible assets with limited service life. When the service life and the amortization method of intangible assets are different from those before, the years and method of the amortization shall be changed. ② Intangible assets with uncertain service life may not be amortized. However, the Company shall check the service life of intangible assets with uncertain service life during each accounting period. Where there are evidences to prove the intangible assets have limited service life, it shall be estimated of its service life, and be amortized according to the above method mentioned in (1). 16. Impairment of long-term assets (1) At the end of accounting period, the Company shall check the long-term assets. There may be an impairment of assets when the following signs occur. The recoverable amount shall be estimated and the asset impairment loss shall be made in light of the difference that the recoverable amount of assets is less than the book value when the impairment happens. The signs are stated as follows: ① The current market price of assets falls, and its decrease is obviously higher than the expected drop over time or due to the normal use; ②The economic, technological or legal environment in which the enterprise operates, or the market where the assets is situated will have any significant change in the current period or in the near future, which will cause adverse impact on the enterprise; ③The market interest rate or any other market investment return rate has risen in the current period, and thus the discount rate of the enterprise for calculating the expected future cash flow of the assets will be affected, which will result in great decline of the recoverable amount of the assets; ④Any evidence shows that the assets have become obsolete or have been damaged substantially; ⑤ The assets have been or will be left unused, or terminated for use, of disposed ahead of schedule; ⑥ Any evidence in the internal report of the enterprise shows that the economic performance of the assets has been or will be lower than the expected performance, for example, the net cash flow created by assets or the operating profit (or loss) realized is lower (higher) than the expected amount; ⑦Other evidence indicates that the impairment of assets has probably occurred. (2) The evidences to withdraw the impairment provision of long-term investment, fixed assets, construction in process and intangible asset: at the end of the report period, the Company will withdraw the asset impairment provision according to the difference that the recoverable amount of single asset is less than the book value. The recoverable value shall be recognized according to the high one between the net amount of fair value deducting disposal charge and the current value of the expected future cash flow of assets. If the recoverable amount of the single asset cannot be obtained, the recoverable amount shall be recognized on the basis of the asset group to which the asset belongs. (3) The business reputation formed by merger of enterprises shall be distributed into the related asset group at the end of every year, then the asset group shall have the impairment test to measure the recoverable amount, comparing to the book value, if the recoverable amount of the asset group is less than the book amount, the difference shall first charge against the book value of the business reputation which is apportioned to the asset group; if the book value of the business reputation is not enough to charge against the difference, the uncharged balance shall be distributed by the other assets of the asset group in accordance with the book value. 26 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report (4) The recognition of the asset group under impairment test: the related minimum of asset groups that can share the synergetic benefit brought from merger through the prediction of the Company. (5) The above impairment losses of assets cannot be reversed as soon as they are recognized. 17. Calculation method of loan expenses (1) The loan expenses occurred to the Company includes loan interest, amortization of reduction price and premium price, assistant expenses and the exchange balance from foreign currency loan. The amortization of the interest, discount or premium and exchange difference from, the specific loan for purchasing fixed assets, if meeting the following three conditions, loan expenses should be capitalized. ① Asset disburses have been occurred. ② The borrowing costs has already incurred. ③ Purchase construction activity for achieving the asset utility condition has started. Other loan interest, amortization of reduction price and premium price and the exchange balance from foreign currency loan should be deemed as expenses of the period while they occur. (2)Where a general borrowing is used for the acquisition and construction or production of assets eligible for capitalization, the enterprise shall calculate and determine the to-be-capitalized amount of interests on the general borrowing by multiplying the weighted average asset disbursement of the part of the accumulative asset disbursements minus the general borrowing by the capitalization rate of the general borrowing used. Auxiliary expense of general loan should be counted into current loss and interest. (3)To determine capitalized amount: Capitalized interest for purchasing fixed asset at the end of the current period is the accumulated expense and weight average asset multiplied capitalization rate. And the capitalization rate is determined by following principles: ①Interest of the specialized loan for purchasing fixed assets is the capitalization rate; ②Above single specialized loan for purchasing fixed assets, the capitalization rate is the weighted average interest rate of these general borrowings. (4)Temporary stop of capitalization: If the purchase and building activities for fixed assets stop abnormally and the interruption interval exceeds three months, the capitalization of borrowing cost should be stopped temporarily and deemed as the expenses of current period until the re-start of purchasing and building activities for assets. (5)Stop of capitalization: When the purchased fixed assets have reached the expected serviceable condition, stop the capitalization of borrowing cost. 18. Calculating method on salary payable to staff The staff’ salary means that the enterprise gives various remunerations for obtaining services providing by the employees or other relevant expenses. It includes: i. Staff’s salary, bonus, allowance and subsidy; ii. Staff’s welfare; iii. Hospitalization insurance, endowment insurance, unemployment insurance, occupational injury insurance and childbirth insurance, etc. social insurances; iv. Housing public reserve; v. Labor union expenditure and personnel education expense; vi. Non-monetary welfare; vii. Compensation for rescinding the labor relationship with employee; viii. Other expenses related with the services the employee supply. During the accounting period of an employee' providing services to an enterprise, the Company shall recognize the compensation payable as liabilities. Except for the compensations for the cancellation of the labor relationship with the employee, the enterprise shall, in accordance with beneficiaries of the services offered by the employee, treat the following circumstances respectively: (1)The compensation for the employee for producing products or providing services shall be recorded as the product costs and service costs; (2)The compensation for the employee for any on-going construction project or for any intangible asset shall be recorded as the costs of fixed asset or intangible assets; (3)The compensation for the employee other than those as mentioned in Items (1) and (2) shall be recorded as profit or loss for the current period. The social insurance such as hospitalization insurance, endowment insurance, unemployment insurance, occupational injury insurance and childbirth insurance; and housing public reserve handed by the company for the staff should be calculated in proportion of total salary according to the relevant regulations of local government during the accounting period of the services the employee supply to the company. Before the expiration of the contract, the company rescinds the labor relationship between the company and the staff or encourage staff accept the suggestion on compensation for accepting reduction at will, at the same time satisfy the following conditions, projected liabilities occurs for confirming rescinding the labor relationship with employee and giving compensation and is reckoned into current gains and losses: i. The company officially established the plan on rescinding the labor relationship or brings forward the suggestions on reduction at will, and will be implemented; ii. The company could not singly withdraw rescinding the labor relationship or suggestions of reduction. 19. Measurement method of estimated debts The obligation pertinent to Contingencies shall be recognized as estimated debts when the following conditions are satisfied simultaneously: 27 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report (1) That obligation is a current obligation of the enterprise; (2) It is likely to cause any economic benefit to flow out of the enterprise as a result of performance of the obligation; (3) The amount of the obligation can be measured in a reliable way. The Company shall check the book value of the estimated debts on the balance sheet date. If there is any exact evidence indicating that the book value cannot really reflect the current best estimate, the Company will adjust the book value in accordance with the current best estimate. 20. Revenue recognition (1) The recognition of the revenue from selling goods: the revenue from selling shall be recognized by the following conditions: The significant risks and rewards of ownership of the goods have been transferred to the buyer by the Company; the Company retains neither continuous management right that usually keeps relation with the ownership nor effective control over the sold goods; the relevant amount of revenue can be measured in a reliable way; the relevant revenue and costs of selling goods can be measured in a reliable way. (2) The recognition of the revenue from providing labor services: When the total revenue and costs from providing labor can be measured in a reliable way; the relevant economic benefits are likely to flow into the enterprise; the schedule of completion under the transaction can be measured in a reliable way, the revenue from providing labor shall be recognized. When the outcome of a contract cannot be estimated reliably, contract revenue is recognized to the extent of contract costs incurred where it is probable those costs will be recoverable. Contract costs are recognized when incurred. 21. Calculation method of government grants The government grants related to the proceeds, if those used for compensating the relevant future expenses or losses of the enterprise shall be recognized as deferred income and shall, during the period when the relevant expenses are recognized, recorded in the current profits and losses; or if those used for compensating the relevant expenses or losses that have been incurred to the enterprise shall be directly recorded in the current profits and losses. The government grants related to the assets shall be recognized as deferred income and shall be distributed averagely in the related asset using period, then counted into current loss and interest. However, government subsidiary according to nominated amount shall be counted into current loss and interest directly. 22. Income tax Where there is difference (temporary difference) between the carrying amounts of the assets or liabilities and its tax base, the deferred income tax assets or the deferred income tax liabilities shall be determined. According to tax law, the deductible loss and tax deduction which can deduct the taxable amount in the subsequent years, regarding as temporary difference, shall be recognized as the corresponding deferred income tax assets. As for the temporary difference arising from the initial recognition of the goodwill, the corresponding deferred income tax liabilities. When the temporary difference is arisen from the initial recognition of the assets or liabilities incurring in the transaction which is not business combination and does not affect the accounting profits or the taxable amount (or the deductible loss), the corresponding deferred income tax assets and deferred income tax liabilities shall not recognized. On the balance sheet date, the deferred income tax assets and deferred income tax liabilities shall be measured at the tax rate applicable to the period during which the assets are expected to be recovered or the liabilities are expected to be settled. The Company shall recognize the deferred income tax assets to the extent of the amount of the taxable income which it is likely to obtain and which can be deducted from the deductible temporary difference, deductible loss and tax deduction. The deferred income tax liabilities arising from the temporary differences related to the investments of subsidiary companies, associated enterprises and joint enterprises shall be recognized. However, the deferred tax income assets and deferred income tax liabilities shall not recognized which meet the conditions that the Company can control the time of the reverse of temporary differences which are likely to be reversed in the expected future. 23. Earnings per share (1) Basic earnings per share = net profit attributable to common shareholders or net profit attributable to common shareholders after deducting extraordinary items ÷ outstanding weighted average of ordinary shares (2) Diluted earnings per share= net profit attributable to common shareholders or net profit attributable to common shareholders after deducting extraordinary items ÷ outstanding weighted average of ordinary shares after adjusted (3) If the outstanding or potential common shareholders change during the report period but do not affect the total amount of shareholders equity, the earnings per share should be recalculated. If the above changes happened during the date of balance sheet and the date of financial statements approval, the earnings per share of the report period should be recalculated. 24. Changes in accounting policies and estimates (1) There is no change in accounting policies during the financial year. (2) There is no change in accounting estimate during the financial year. 25. Correction of the accounting errors from previous term There is no correction of the accounting error from previous term in this report period. 28 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report Ⅲ. Taxation 1. Value added tax (“VAT”) The Group is subject to VAT, which is a tax charged on top of the selling price at a general rate of 17% or 13% or 6% depending on different kinds of products. An input credit is available whereby VAT previously paid on purchases of raw materials and semi-finished products can be used to offset the VAT on sales to determine the net VAT payable. 2. The business tax rate is 5% or 3% of revenue. 3. Urban maintenance and construction tax is 7% of turnover tax payable. 4. Education surtax is 3% of turnover tax payable. 5. Income tax (1)Income tax shall be measured at 25% in total. (2)Income tax of subsidiaries and associates Taxation on profit of subsidiaries and associates is calculated at the applicable rates in accordance with the relevant tax regulations. Certain subsidiaries and associates enjoy preferential income tax policies with approvals from tax authorities. The applicable income tax rates of major subsidiaries and associates for the report period are as follows: Relationship with the Applicable income tax Name of the entity Company rate Dalian Bingshan Group Refrigeration Installation Subsidiary 25% Co., Ltd. Dalian Bingshan Air-Conditioning Equipment Co. Subsidiary 25% Ltd. Dalian Bingshan Ryosetsu Quick Freezing Subsidiary 25% Equipment Co., Ltd. Dalian Bingshan Group Sales Co., Ltd. Subsidiary 25% Dalian Bingshan Metal Processing Co. Ltd. Subsidiary 25% Dalian Bingshan Guardian Automation Co., Ltd. Subsidiary 25% Shanghai Bingshan Serial Refrigeration Equipment Subsidiary 25% Sales Co., Ltd. Wuhan New World Refrigeration Industrial Co., Subsidiary 15% Ltd. (“WNWRI”) Wuhan New World Refrigeration Air Conditioner Subsidiary 25% Engineering Co. Ltd. Dalian Daleng Metal Technology Co. Ltd. Subsidiary 20% Ⅳ. Business combination and consolidated financial statements 1. The principal activities of its subsidiaries are shown as below. As of 30 June 2012 the Company had direct equity interests in the following subsidiaries, all of which were incorporated in the PRC. In the table below column ‘A’ represents ‘Other essential investment’, column ‘B’ represents ‘Amount of minority interest in income statement deducted from minority interest’, and column ‘C’ represents ‘Balance after deduction of losses of subsidiaries during the period exceeding the proportion of minority shareholders from equity of parent company’. All of the subsidiaries shown below are included in the consolidated scope. 29 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report Shareh Voting No Catego Registere Business Registered Minority Name Business scope Investment A olding right Consolidated B C . ries d address nature capital interest (%) (%) Dalian Bingshan Group Installation and Refrigeration Installation testing of 1 Ltd. Dalian Installation RMB20,040,000 RMB20,040,000 100 100 Yes Co. Ltd . (“Installation refrigeration Company”) equipment Dalian Bingshan Group Sale of refrigeration 2 Sales Co. Ltd . (“Sales Ltd. Dalian Trading RMB18,000,000 equipment RMB16,200,000 90 90 Yes 3,849,969.40 963,405.46 Company”) Dalian Bingshan Air- Manufacture and Conditioning Equipment sale of accessories of 3 Ltd. Dalian Manufacturing JPY700,000,000 JPY490,000,000 70 70 Yes 20,793,277.72 Co. Ltd. (“Bingshan Air- refrigeration Conditioning”) equipment Dalian Bingshan Metal Manufacturing Process and sale of 4 Processing Co. Ltd. Ltd. Dalian USD2,350,000 metal punching parts USD1,509,875 64.25 64.25 Yes 8,391,344.63 (“Metal Processing”) Dalian Bingshan Guardian Manufacturing Research, design and 5 Automation Co., Ltd. Ltd. Dalian GBP210,000 develop refrigerator GBP126,000 60 60 Yes 3,452,190.77 automation parts Dalian Bingshan Ryosetsu Manufacturing Manufacture and 6 Quick Freezing Equipment Ltd. Dalian USD1,000,000 sale of deep-freezing USD700,000 70 70 Yes 2,408,560.36 531,153.39 Co., Ltd. equipment Design, manufacture, sale, installation and Wuhan New World test of screw type 7 Refrigeration Industrial Co. Ltd. Wuhan Manufacturing RMB30,000,000 refrigeration RMB17,980,400 51 51 Yes 55,686,661.30 1,860,333.05 Ltd. (“WNWRI”) compressor and refrigeration equipment Manufacture of metal founding parts and pipe parts; Dalian Daleng Metal 8 Ltd. Dalian Manufacturing RMB20,000,000 process of metal RMB20,000,000 100 100 Yes Technology Co. Ltd. machine parts(Preparing to construct) Wuhan New World Design, installation, Refrigeration Air test and repair of 9 Ltd. Wuhan Installation RMB8,000,000 RMB400,000 5 100 Yes Conditioner Engineering refrigeration Co. Ltd. equipment Ningbo Bingshan Design, installation, Refrigeration Air test and repair of 10 Ltd. Ningbo Installation RMB3,000,000 RMB1,530,000 51 Yes 1,600,395.78 977,566.68 Conditioner Engineering refrigeration Co. Ltd. equipment 2. The changes of consolidated scope No changes of consolidated scope happened during the current period. 30 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report Ⅴ. Notes to the consolidated financial statements 1 Monetary fund Item 30-06-2012 31-12-2011 Cash on hand 134,137.65 101,242.57 Cash in bank 441,500,734.49 680,841,246.73 Others 189,577.20 9,435,000.00 Total 441,824,449.34 690,377,489.30 Particular about foreign monetary funds included in the cash in bank: 30-06-2012 31-12-2011 Foreign Original RMB Original RMB currency Exchange rate Exchange rate currency equivalent currency equivalent USD 2,513.05 6.3249 15,894.79 61,112.29 6.3009 385,062.43 JPY 192,024.00 0.079648 15,294.33 207,024.00 0.081103 16,790.27 HKD EUR 0.34 9.8169 3.34 15,028.34 8.1625 122,668.83 GP 6,518.67 9.7116 63,306.72 Total 31,192.46 587,828.25 2 Notes receivable Item 30-06-2012 31-12-2011 Bank acceptance 29,751,887.18 49,506,312.00 Trade acceptance 798,674.14 11,842,910.44 Total 30,550,561.32 61,349,222.44 (1)There is no pledged notes receivable at the end of report period. (2) The top five notes receivable endorsed but not matured: Expiration No. Company Issued date Amount Notes date Nantong Changhai Food Additive Co., 1 2012.04.24 2012.10.24 5,000,000.00 Bank acceptance Ltd. 2 Tiandi Science & Technology Co., Ltd. 2012.03.23 2012.09.23 3,204,000.00 Bank acceptance China Coal No. 3 Construction (Group) 3 Corp. Ltd. Electromechanical 2012.02.29 2012.08.29 2,500,000.00 Bank acceptance Engineering Dept. 4 Jiangsu Haixing Chemical Co., Ltd. 2012.03.29 2012.09.29 2,428,892.20 Bank acceptance Yinquan Coal Development Co., Ltd. of 5 2012.05.04 2012.11.04 1,267,500.00 Bank acceptance Shenmu, Shaanxi 3 Accounts receivable (1) Classified by account nature 30-06-2012 31-12-2011 Balance Provision for doubtful debt Balance Provision for doubtful debt Category Proportion Proportion Proportion Proportion Amount Amount Amount Amount (%) (%) (%) (%) Receivables that are individually significant Receivables not individually 531,559,151.03 100 93,637,840.26 17.62 433,570,314.80 100 81,298,017.00 18.75 significant but with high risk in groups Other insignificant items Total 531,559,151.03 100 93,637,840.26 17.62 433,570,314.80 100 81,298,017.00 18.75 31 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report The aging of accounts receivable and related provisions for bad debts 30-06-2012 31-12-2011 Account ages Proportion Provision for bad Proportion Provision for bad Amount Amount (%) debts (%) debts Within1 year 280,962,664.29 52.86 14,048,133.21 230,503,978.78 53.16 11,528,235.18 1 to 2 years 121,049,851.08 22.77 12,104,985.11 84,559,871.64 19.50 8,455,987.18 2 to 3 years 60,789,785.37 11.44 18,236,935.61 53,882,190.43 12.43 16,164,657.14 3 to 4 years 30,927,991.46 5.82 15,463,995.73 30,496,447.83 7.03 15,414,614.52 4 to 5 years 20,225,341.15 3.80 16,180,272.92 19,982,171.01 4.62 15,588,867.87 Over 5 years 17,603,517.68 3.31 17,603,517.68 14,145,655.11 3.26 14,145,655.11 Total 531,559,151.03 100 93,637,840.26 433,570,314.80 100 81,298,017.00 (2) There is no receivable account of the Company that have been written off before this report period but recovered in this period. (3) During the report period, there is no receivable being recovered by debts reconstruction. (4)The write-off of accounts receivable Name of company The nature of accounts receivable Written off Reason Related party transaction Clients (15) Sale of goods 686,375.74 ① No ①Description of writing off: The Company's receivables written-off in this reporting period were mainly those treated by the subsidiary company and the sub-subsidiary company —— Wuhan New World Refrigeration Industries Co., Ltd. and Ningbo Bingshan Refrigeration & Air-conditioning Engineering Co., Ltd. for long-overdue receivables mainly because some account has been submitted to the court and the lawsuit has been won, but no assets could be implemented, some account has been in arrears too long but the amount was relatively less, and some account was unreceivable due to the customer's refusing to pay with the excuse of generation of the field expenses. (5) No arrearage from the shareholders holding over 5% (including 5%) of the equity of the Company existed in the balance of accounts receivable. (6) The first five arrearage entities listed in the balance of accounts receivable The relationship with the Proportion Company Amount Age Company (%) COFCO Meat (Jiangsu) Co., Ltd. Non-affiliated 21,320,682.30 Less than 1 year 4.01 COFCO Meat (Suqian) Co., Ltd. Non-affiliated 15,756,917.20 Less than 1 year 2.96 Dalian Xinghai Bay Development & Non-affiliated 11,242,693.00 3 to 4 years 2.12 Construction Management Center BOE Technology Group Co., Ltd. Non-affiliated 9,100,157.20 Less than 1 year 1.71 Zhengzhou Synear Foodstuff Co., Ltd. Non-affiliated 7,250,000.00 Less than 1 year 1.36 Total 64,670,449.70 12.16 (7) The amount of accounts receivable due from related companies are RMB 10,640,630.20, 2.00% of total accounts receivable. Please refer to the Ⅵ 6 of the notes. (8) There is no accounts receivable being ended reorganization or being negotiated during the report period. 4 Accounts paid in advance (1) The aging of accounts paid in advance 30-06-2012 31-12-2011 Account ages Amount Proportion (%) Amount Proportion (%) Within1 year 60,191,110.86 85.45 44,980,515.35 98.34 1 to 2 years 9,945,655.47 14.12 359,977.06 0.79 2 to 3 years 304,492.09 0.43 399,674.20 0.87 Total 70,441,258.42 100 45,740,166.61 100 (2) The first five arrearage entities listed in the balance of accounts paid in advance The relationship Company with the Amount Age Reasons Company Inductotherm Industries (Shanghai) Ltd. Non-affiliated 9,101,000.00 Less than 1 year Prepayment for goods Henan Province Mine Crane Co., Ltd. Non-affiliated 3,852,338.00 Less than 1 year Prepayment for goods Shenzhen Keleng Commercial Prepayment for goods Non-affiliated 3,372,645.84 Less than 1 year Equipment Co., Ltd. Wuxi Xinan Foundry Machinery Co., Prepayment for goods Non-affiliated 2,660,000.00 Less than 1 year Ltd. 32 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report Dalian Hongyang Foundry Machinery Prepayment for goods Non-affiliated 2,558,500.00 Less than 1 year Co., Ltd. Total 21,544,483.84 (3) No arrearage from the shareholders holding over 5% (including 5%) of the equity of the Company existed in the balance of accounts paid in advance. (4) The accounts paid in advance aged more than 1 year is for the contract purchase which has not yet settled. (5) The amount of accounts paid in advance due from related companies is RMB 218,231.00, 0.31% of total accounts paid in advance. Please refer to the Ⅵ 6 of the notes. 5 Dividends receivable Current year Current year Any Items 31-12-2011 disposal 30-06-2012 Reasons addition impairment Dividends receivable, within 1 year Included: 27,875.00 27,875.00 Wuhan Steel and Electricity Co., Ltd. Not due to Dalian Sanyo Refrigeration Co., Ltd. 4,800,000.00 2,400,000.00 2,400,000.00 No payment date Not due to Dalian Sanyo Compressor Co., Ltd. 16,000,000.00 4,800,000.00 11,200,000.00 No payment date Daliian Sanyo High-Efficient Not due to 1,250,000.00 625,000.00 625,000.00 No Refrigeration System Co., Ltd. payment date Total 27,875.00 22,050,000.00 7,852,875.00 14,225,000.00 6 Other accounts receivable (1) Classified by account nature 30-06-2012 31-12-2011 Balance Provision for doubtful debt Balance Provision for doubtful debt Item Proportion Proportion Proportion Proportion Amount Amount Amount Amount (%) (%) (%) (%) Receivables that are individually significant Receivables not individually significant but 22,613,652.63 100 4,938,030.26 21.84 19,380,312.30 100 4,042,479.39 20.86 with high risk in groups Other insignificant items Total 22,613,652.63 100 4,938,030.26 21.84 19,380,312.30 100 4,042,479.39 20.86 The aging of other accounts receivable and related provisions for bad debts 30-06-2012 31-12-2011 Account age Provision for bad Proportion Provision for bad Amount Proportion (%) Amount debts (%) debts Within1year 13,256,922.37 58.63 662,846.12 9,051,755.08 46.70 452,587.75 1 to 2 years 3,046,454.32 13.47 304,645.43 4,485,926.12 23.15 434,592.60 2 to 3 years 2,723,776.43 12.04 817,132.93 3,033,043.77 15.65 909,913.14 3 to 4 years 843,889.40 3.73 421,944.70 100,684.38 0.52 50,342.19 4 to 5 years 55,745.16 0.25 44,596.13 2,569,296.19 13.26 2,055,436.95 Over 5 years 2,686,864.95 11.88 2,686,864.95 139,606.76 0.72 139,606.76 Total 22,613,652.63 100 4,938,030.26 19,380,312.30 100 4,042,479.39 (2) There is no amount of provision for bad debts written back during the report period. (3) During the report period, there is no other account receivable being recovered by debts reconstruction. 33 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report (4) The write-off of other accounts receivable The nature of other accounts Name of company Written off Reason Related party transaction receivable Clients (6) Sale of goods 22,037.00 ① No ①Description of writing off: The Company's other receivables written-off in this reporting period was mainly those treated by the sub-subsidiary company —— Ningbo Bingshan Refrigeration & Air-Conditioning Engineering Co., Ltd. for long-overdue other receivables mainly because some account has been in arrears too long but the amount was relatively less. (5) There is no balance of other accounts receivable due from the shareholders holding over 5% (including 5%) of the equity of the Company. (6) The first five arrearage entities of other accounts receivable The relationship Company Amount Age Proportion with the Company Gao Yulong Non-affiliated 1,432,000.00 1-2 years 6.33 Tianjin Construction Team Non-affiliated 1,000,000.00 2-3 years 4.42 Communication Service Center Haobang Chemical Co., Ltd. of Non-affiliated 500,000.00 Less than 1 year 2.21 Shandong Province COFCO Meat (Jiangsu) Co., Ltd. Non-affiliated 450,000.00 Less than 1 year 1.99 Nanjing Gangfeng Industrial Co., Ltd. Non-affiliated 393,121.24 Less than 1 year 1.74 Total 3,775,121.24 16.69 (7) The amount of other accounts receivable due from related companies are RMB 30,000.00, 0.13% of total accounts receivable. Please refer to the Ⅵ 6 of the notes. (8) There is no other accounts receivable being ended reorganization or being negotiated during the report period. 7 Inventories (1) Cost 30-06-2012 31-12-2011 Items Provision for Provision for Book balance impairment of Book value Book balance impairment of Book value inventories inventories Raw materials 70,524,477.44 9,392,188.03 61,132,289.41 74,184,207.21 9,392,188.03 64,792,019.18 Materials on Consignment 6,757,174.56 6,757,174.56 7,888,273.73 7,888,273.73 for further processing Low-value consumptions 180,109.17 180,109.17 268,402.65 268,402.65 Work-in-progress 58,852,356.95 58,852,356.95 83,241,115.98 83,241,115.98 Self-manufactured semi- 39,271,243.80 39,271,243.80 27,871,925.60 27,871,925.60 finished products Finished goods 129,167,528.07 4,537,913.02 124,629,615.05 175,711,078.72 4,537,913.02 171,173,165.70 Constructing projects 47,768,092.98 47,768,092.98 69,159,453.37 69,159,453.37 Total 352,520,982.97 13,930,101.05 338,590,881.92 438,324,457.26 13,930,101.05 424,394,356.21 (2) Provision for impairment of inventories Current year Current year Item 31-12-2011 disposal 30-06-2012 addition Reversal Written-off Finished goods 4,537,913.02 4,537,913.02 Raw materials 9,392,188.03 9,392,188.03 Total 13,930,101.05 13,930,101.05 34 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report (3) Details of provision for impairment of inventories Proportion of reversal of The bases of provision for Item Reasons for reversal provision for impairment of impairment of inventories inventories to closing balance The book balance is higher than Finished goods recoverable amount. The book balance is higher than Raw materials recoverable amount. 8 Financial assets available for sale There is no available-for-sale financial asset in the report period. 9、Investment to Associates and Joint ventures 35 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report Legal Sharehol Voting 30-06-2012 No Registere Business Registered 30-06-2012 30-06-2012 Total Income of Net profit of Name Categories represent ding right Total net . d address nature capital Total assets Total liabilities 2012.01-06 2012.01-06 person (%) (%) assets ⅠAssociates Dalian Bingshan – P&A Recreation Sino-foreign 1 Dalian Yang Bin Installation USD250,000 50% 50% 17,423,326.06 12,136,301.13 5,287,024.93 10,488,342.20 -473,914.73 Development joint venture Engineering Co., Ltd. Dalian Jiale Vending Sino-foreign 2 Machine Operation Dalian Zhang He Trading JPY500,000,000 50% 50% 30,084,676.97 1,264,252.38 28,820,424.59 9,321,033.85 -301,888.19 joint venture Co., Ltd. ⅡJoint venture Dalian Bingshan Group 1 Import & Export Co. , Ltd Dalian Zhang He Trading RMB5,000,000 24% 24% 82,414,894.90 33,979,397.82 48,435,497.08 117,703727.74 4,565,524.73 Ltd. Dalian Grand Ocean Thermo King Sino-foreign Manufactu 2 Dalian Zhang He ring USD850,000 40% 40% 22,262,362.38 14,209,715.54 8,052,646.84 8,052,863.74 -591,650.23 Transport Refrigeration joint venture Engineering Co., Ltd Dalian Sanyo Sino-foreign Watanabe Manufactu 3 Dalian ring JPY3,450,000,000 40% 40% 550,396,273.79 184,511,288.37 365,884,985.42 196,332,398.48 3,120,236.33 Refrigeration Co., Ltd. joint venture Yoshio Dalian Honjo Chemical Sino-foreign Honjo Manufactu 4 Dalian ring JPY260,000,000 30% 30% 35,596,190.91 5,814,271.59 29,781,919.32 20,952,784.68 2,497,538.62 Co., Ltd. joint venture Yukinovi Dalian Sanyo Cold- Sino-foreign Watanabe Manufactu 5 Dalian ring JPY4,650,000,000 40% 40% 1,506,884,212.66 982,846,596.14 524,037,616.52 1,061,106,834.27 29,774,696.39 chain Co., Ltd joint venture Yoshio Grand Ocean-showa Sino-foreign Manufactu 6 Auto Air Conditioning Dalian Takumi Ishii ring USD15,117,890 20% 20% 350,119,974.63 97,546,731.29 252,573,243.34 285,140,593.18 38,345,528.63 joint venture (Dalian) Co., Ltd. Dalian Sanyo Sino-foreign Watanabe Manufactu 7 Dalian ring JPY6,200,000,000 40% 40% 1,776,627,450.95 968,757,300.31 807,870,150.64 967,978,626.96 49,806,726.80 Compressor Co., Ltd. joint venture Yoshio Dalian Sanyo Meica Sino-foreign Manufactu 8 Dalian Zhang He ring JPY400,000,000 30% 30% 155,312,719.75 63,555,114.65 91,757,605.10 101,618,652.22 4,167,584.07 Electronics Co., Ltd. joint venture Dalian Sanyo Home Sino-foreign Manufactu 9 Dalian Zhang He ring JPY2,200,000,000 10.91% 10.91% 197,439,608.66 114,329,796.58 83,109,812.08 24,390,724.38 -39,029,837.58 Appliance Co., Ltd. joint venture Beijing Huashang Bingshan Refrigeration Sino-foreign 10 Beijing Yang Bin Trading RMB1,000,000 49% 49% 12,439,685.32 10,722,838.24 1,716,847.08 10,326,819.93 62,102.18 and Air-conditioning joint venture Machinery Co., Ltd. Dalian Fuji Bingshan Sino-foreign Asahi Manufactu 11 Vending Machine Co., Dalian ring JPY1,800,000,000 49% 49% 202,977,164.95 72,089,714.20 130,887,450.75 121,660,873.78 10,367,653.62 joint venture Hideehiko Ltd. Dalian Sanyo High- Sino-foreign Manufactu 12 Efficient Refrigeration Dalian Zhang He ring RMB80,000,000 25% 25% 116,063,224.33 27,292,982.81 88,770,241.52 67,650,955.76 -2,643,690.98 joint venture System Co., Ltd. 36 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report 10、Long-term equity investments Provision for Calculatio Shareholdin Voting right Provision for Cash dividend of the No. Name Initial cost Beginning balance Changes Ending balance impairment of the n method g(%) (%) impairment current period current period Dalian Bingshan – P&A Recreation Equity 1 1,034,675.00 2,880,469.82 -236,957.37 2,643,512.45 50 50 Development method Engineering Co., Ltd. Dalian Jiale Vending Equity 2 Machine Operation 18,750,000.00 14,561,156.38 -150,944.10 14,410,212.28 50 50 method Co., Ltd. Dalian Bingshan Equity 3 Group Import & 1,200,000.00 10,528,793.37 1,095,725.94 11,624,519.31 24 24 method Export Co. , Ltd. Dalian Grand Ocean Thermo King Equity 4 2,871,708.00 3,457,718.84 -236,660.09 3,221,058.75 40 40 Transport Refrigeration method Engineering Co., Ltd Dalian Sanyo Equity 5 85,416,929.20 105,676,566.88 41,071,100.35 146,747,667.23 40 40 4,800,000.00 Refrigeration Co., Ltd. method Dalian Honjo Equity 6 3,908,911.50 9,259,232.78 -369,612.69 8,889,620.09 30 30 1,073,918.58 Chemical Co., Ltd. method Dalian Sanyo Cold- Equity 7 134,658,753.75 210,145,798.94 2,957,088.27 213,102,887.21 40 40 8,000,000.00 chain Co., Ltd method Grand Ocean-showa Equity 8 Auto Air Conditioning 24,402,234.58 42,845,542.95 7,669,105.73 50,514,648.68 20 20 method (Dalian) Co., Ltd. Dalian Sanyo Equity 9 176,953,841.88 319,147,751.40 2,328,875.46 321,476,626.86 40 40 16,000,000.00 Compressor Co., Ltd. method Dalian Sanyo Meica Equity 10 9,649,590.00 27,081,570.31 650,275.22 27,731,845.53 30 30 600,000.00 Electronics Co., Ltd. method Dalian Sanyo Home Equity 11 19,666,212.00 11,694,400.00 11,694,400.00 10.91 10.91 11,694,400.00 Appliance Co., Ltd. method Beijing Huashang Bingshan Refrigeration Equity 12 490,000.00 794,216.13 30,430.07 824,646.20 49 49 and Air-conditioning method Machinery Co., Ltd. Dalian Bingshan H2O3 Equity 13 Environmental 2,731,377.50 505,268.76 -505268.76 method Solution Co. , Ltd. Dalian Fuji Bingshan Equity 14 Vending Machine Co., 66,416,364.00 59,054,700.59 5,080,150.27 64,134,850.86 49 49 method Ltd. 37 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report Provision for Calculatio Shareholdin Voting right Provision for Cash dividend of the No. Name Initial cost Beginning balance Changes Ending balance impairment of the n method g(%) (%) impairment current period current period Daliian Sanyo High- Equity 15 Efficient Refrigeration 20,000,000.00 24,103,483.12 -1,858,048.93 22,245,434.19 25 25 1,250,000.00 method System Co., Ltd. Zibo Electric Traction Cost 16 Machine Group Co., 849,000.00 849,000.00 849,000.00 1.52 1.52 849,000.00 method Ltd. Liaoning Mec Group Cost 17 1,020,000.00 1,020,000.00 1,020,000.00 3.57 3.57 Co., Ltd. method Guotai Junan Cost 18 30,098,895.00 30,098,895.00 30,098,895.00 0.49 0.49 1,582,164.89 Securities Co., Ltd. method Guotai Junan Cost 19 Investment 3,057,316.00 3,057,316.00 3,057,316.00 0.22 0.22 2,688,605.91 method Management Co., Ltd. Thermo King Container Temperature Cost 20 11,207,806.00 11,207,806.00 11,207,806.00 17.8 17.8 Control (Suzhou) Co., method Ltd. Liaoning Enterprises Cost 21 United Industry 105,000.00 105,000.00 105,000.00 4.2 4.2 105,000.00 method Company Dalian Bingshan Cost 22 Group Materials 250,000.00 250,000.00 250,000.00 5 5 method Trading Co., Ltd. Shenyang Sanyo Air- Cost 23 34,098,618.72 34,098,618.72 34,098,618.72 10 10 9,620,025.72 conditioner Co., Ltd. method Wuhan Steel and Cost 24 1,315,142.50 1,315,142.50 1,315,142.50 0.056 0.056 Electricity Co., Ltd. method Total 650,152,375.63 923,738,448.49 57,525,259.37 981,263,707.86 -- -- 26,539,196.52 0.00 31,723,918.58 (1)According to the resolution of the Board of Directors, the Company increased the investment of 44,810,220.00 yuan to Dalian Sanyo Refrigeration Co., Ltd. with the investment ratio of 40% in the reporting period. (2)According to the resolution of the Board of Directors, the Company assigned the equity of Dalian Sanyo Air- Conditioner Co., Ltd. to Dalian Sanyo Refrigeration Co., Ltd. in the reporting period. (3)In the reporting period, Dalian Bingshan Water Environment Equipment Co., Ltd., the associated company originally holding 33% of the shares, received the “Notice for Approval of Cancelling the Registration with the Administration for Industry & Commerce” and has been cancelled. (4)In the reporting period, Japanese Sanyo Electric Co., Ltd. increased 1.6 billion yen of investment to Dalian Sanyo Home Appliance Co., Ltd. so that the Company's shareholding decreased from 40% to 10.91%. Now, Dalian Sanyo Home Appliance Co., Ltd. is in the process of liquidation. (5)In the reporting period, Guotai-Jun'an Securities Co., Ltd. increased its equity from 4.7 billion yuan to 6.1 billion yuan and the Company's shareholding decreased from 0.64% to 0.49%. 38 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report 11 Fixed assets (1) Fixed assets details Current year Current year 31-12-2011 30-06-2012 Item addition disposal 1. Original value 843,456,140.79 11,259,689.10 1,568,962.83 853,146,867.06 Including: Buildings 267,130,473.45 267,130,473.45 Machinery 533,179,012.47 9,601,571.41 1,001,108.86 541,779,475.02 Vehicles 25,950,387.92 1,318,261.97 481,764.30 26,786,885.59 Other equipments 17,196,266.95 339,855.72 86,089.67 17,450,033.00 2. Accumulated depreciation 490,886,268.07 16,265,608.88 1,257,353.56 505,894,523.39 Including: Buildings 102,037,036.05 3,146,791.15 105,183,827.20 Machinery 362,118,183.48 11,531,716.20 888,427.59 372,761,472.09 Vehicles 13,673,650.99 1,052,992.98 291,445.26 14,435,198.71 Other Equipments 13,057,397.55 534,108.55 77,480.71 13,514,025.39 3.Net book value 352,569,872.72 347,252,343.67 Including: Buildings 165,093,437.40 161,946,646.25 Machinery 171,060,828.99 169,018,002.93 Vehicles 12,276,736.93 12,351,686.88 Other Equipments 4,138,869.40 3,936,007.61 4.Provision for impairment 6,932,065.53 6,932,065.53 Including: Buildings Machinery 6,932,065.53 6,932,065.53 Vehicles Other Equipments 5.Fixed assets net 345,637,807.19 340,320,278.14 Including: Buildings 165,093,437.40 161,946,646.25 Machinery 164,128,763.46 162,085,937.40 Vehicles 12,276,736.93 12,351,686.88 Other Equipments 4,138,869.40 3,936,007.61 (2) All the accumulated depreciation increased during the current period was depreciation of the current period. (3) The original value of fixed assets RMB 1,809,770.40 transferred from construction in progress during the report period. (4) There were no idle fixed assets during the current period. (5) There were no leased fixed assets during the current period. (6) Wuhan New World Refrigeration Industrial Co. Ltd. borrowed RMB 10,000,000 from bank and mortgaged with its building and land use rights. Dalian Bingshan Metal Processing Co. Ltd. borrowed RMB 3,000,000 from bank and mortgaged with its building and land use rights. 39 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report (7) Fixed assets without owner’s certificates Items Reason Expected time Buildings of Dalian Bingshan Ryosetsu Quick Freezing Equipment Co., Ltd. Final accounts audit unfinished Handling Buildings of Dalian Bingshan Metal Processing Co. Ltd. Final accounts audit unfinished Handling Workshop of Dalian Bingshan Air-Conditioning Equipment Co. Ltd. Less some documents Handling Departments from debts reconstruction Less some documents Handling 12 Construction in progress Name of Current year Current year Percentage of Budget 31-12-2011 30-06-2012 Sources of funds completion projects addition decrease Internally Buildings 40,000,000.00 25,378,529.17 1,761,802.00 27,140,331.17 68% generated fund Internally Machinery 21,500,000.00 8,767,716.90 6,066,406.49 1,809,770.40 13,024,352.99 69% generated fund Internally Others 56,410.26 84,615.38 141,025.64 generated fund Total 34,202,656.33 7,912,823.87 1,950,796.04 40,164,684.16 (1) No interests capitalized during the current period. (2) The amount of construction in progress RMB 1,809,770.40 was transferred to fixed assets, and RMB 141,025.64 was transferred to intangible assets. 13 Intangible assets (1) Intangible assets details Current year Current year Item 31-12-2011 30-06-2012 addition disposal 1.Original cost Land use rights 186,624,687.38 186,624,687.38 Non-patented technology 515,224.41 515,224.41 Others 5,278,244.99 141,025.64 5,419,270.63 Total 192,418,156.78 141,025.64 192,559,182.42 2.Amortization Land use rights 21,160,681.01 1,866,248.66 23,026,929.67 Non-patented technology 515,224.41 515,224.41 Others 1,989,403.29 179,385.09 2,168,788.38 Total 23,665,308.71 2,045,633.75 25,710,942.46 3. .Net book value Land use rights 165,464,006.37 163,597,757.71 Non-patented technology Others 3,288,841.70 3,250,482.25 Total 168,752,848.07 166,848,239.96 4.Provision for impairment Land use rights Non-patented technology Others Total 5. .Net value Land use rights 165,464,006.37 163,597,757.71 Non-patented technology Others 3,288,841.70 3,250,482.25 Total 168,752,848.07 166,848,239.96 (1) The amount of construction in progress RMB 141,025.64 was transferred to intangible assets. (2) RMB2,045,633.75 yuan of intangible assets was amortized in this period. (3) As the intangible assets without book value was higher than the recoverable amount by the end of the period, no provisions for impairment of intangible assets were drawn. (4) Please refer to the Ⅴ 11 of the notes for land use rights mortgaged. 40 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report 14 Long-term prepayments Item Current year Current year 31-12-2011 30-06-2012 addition disposal 1.Original cost Employee dormitory use right 4,154,348.90 4,154,348.90 Total 4,154,348.90 4,154,348.90 2. Amortization Employee dormitory use right 1,034,351.96 69,239.16 1,103,591.12 Total 1,034,351.96 69,239.16 1,103,591.12 3. .Net book value Employee dormitory use right 3,119,996.94 3,050,757.78 Total 3,119,996.94 3,050,757.78 Employee dormitory use right is amortized during 30 years. 15 Deferred tax assets/Deferred tax liabilities Item 30-06-2012 31-12-2011 Deferred tax assets Provision for bad debts 12,584,118.35 10,033,578.86 Provision for obsolete inventory 3,482,525.26 3,482,525.26 Impairment provision of fixed assets 1,733,016.38 1,733,016.38 Employee’s compensation payable Total 17,799,659.99 15,249,120.50 Deferred tax liabilities Fair value changes of financial assets available for sale Total (2)Temporary differences Items Amount Provision for bad debts 63,658,645.58 Provision for obsolete inventory 13,930,101.05 Impairment provision of fixed assets 6,932,065.53 Total 84,520,812.16 41 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report 16、Provision for impairment Current year Current year Items 31-12-2011 disposal 30-06-2012 addition Reversal Written off 1.Bad debts provision 85,340,496.39 13,943,786.87 708,412.74 98,575,870.52 2.Provision for obsolete inventories 13,930,101.05 13,930,101.05 3.Provision for the impairment of financial assets available for sale 4.Provision for the impairment of held to maturity investments 5.Provision for the impairment of long-term equity 26,539,196.52 26,539,196.52 investments 6.Provision for the impairment of investing property 7.Provision for the impairment of fixed assets 6,932,065.53 6,932,065.53 8.Provision for the impairment of construction materials 9.Provision for the impairment of construction in progress 10.Provision for the impairment of bearer biological assets 11.Provision for the impairment of oil assets 12.Provision for the impairment of intangible assets 13.Provision for the impairment of goodwill 14.Provision for the impairment of other assets Total 132,741,859.49 13,943,786.87 708,412.74 145,977,233.62 17 Short-term loans Terms of borrowing 30-06-2012 31-12-2011 Credit loan Mortgage loan 13,000,000.00 13,000,000.00 Total 13,000,000.00 13,000,000.00 (1) Wuhan New World Refrigeration Industrial Co. Ltd. borrowed short-term loan RMB 10,000,000 from bank and mortgaged with its building and land use rights. Dalian Bingshan Metal Processing Co. Ltd. borrowed RMB 3,000,000 from bank and mortgaged with its building and land use rights. (2)There was no short-term loan due to pay at the end of the report period. 18 Notes payable Item 30-06-2012 31-12-2011 Bank acceptance notes 74,738,983.60 125,670,686.44 Trade acceptance notes 15,285,000.00 Total 74,738,983.60 140,955,686.44 19 Accounts payable 30-06-2012 31-12-2011 Ages Amount Proportion (%) Amount Proportion (%) Within1 year 453,548,577.87 92.24 458,315,354.35 94.66 1 to 2 years 23,072,200.56 4.69 17,589,713.33 3.63 2 to 3 years 8,352,130.93 1.70 2,249,786.40 0.47 3 to 4 years 1,500,680.67 0.31 1,405,852.84 0.29 4 to 5 years 891,341.23 0.18 1,184,993.81 0.24 Over 5 years 4,340,123.65 0.88 3,421,981.30 0.71 Total 491,705,054.91 100 484,167,682.03 100 (1) No amount due to the shareholders holding over 5% (including 5%) of the equity of the Company existed in the balance of accounts payable at the end of current period. 42 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report (2) There was no big amount among the accounts payable aged more than 1 year. (3) The amount of accounts payable due to related companies is RMB 31,807,143.58, 6.47% of total accounts payable. Please refer to the Ⅵ 6 of the notes. 20 Accounts received in advance 30-06-2012 31-12-2011 Ages Amount Proportion(%) Amount Proportion(%) Within1 year 198,059,024.03 76.72 304,736,655.03 85.33 1 to 2 years 25,051,799.14 9.70 25,539,905.52 7.15 2 to 3 years 9,271,518.11 3.59 24,714,918.23 6.91 3 to 4 years 24,218,354.25 9.38 1,606,430.41 0.45 4 to 5 years 1,113,356.88 0.43 197,122.10 0.06 Over 5 years 451,153.21 0.18 339,778.31 0.10 Total 258,165,205.62 100 357,134,809.60 100 (1)There were no accounts due to the shareholders holding over 5% (including 5%) of the equity of the Company existed in the balance of accounts received in advance at the end of current period. (2)Most of the amount of accounts received in advance aged more than one year was unsettled contract payments on construction in progress. (3) The amount of accounts received in advance due to related companies is RMB 9,536,022.46, 3.69% of total accounts received in advance. Please refer to the Ⅵ 6 of the notes. 21 Employee’s compensation payable Current year Current year Item 31-12-2011 30-06-2012 addition reduction 1.Wages and salaries, bonuses, allowances and subsidies 30,325,073.64 93,143,841.76 109,701,820.20 13,767,095.20 2.Staff welfare 20,652,536.32 4,247,830.76 3,756,465.62 21,143,901.46 3.Social insurance 195,841.71 19,706,160.76 19,902,002.47 Including:①Medical insurance 18,406.18 4,949,578.38 4,967,984.56 ②Retirement pension 147,249.40 12,438,476.21 12,585,725.61 ③Unemployment insurance 14,724.94 1,260,426.21 1,275,151.15 ④injury insurance premium 9,571.21 618,551.83 628,123.04 ⑤Pregnancy insurance 5,889.98 439,128.13 445,018.11 ⑥Housing subsidies ⑦Heating subsidies ⑧Total insurance 4. Housing fund 1,289,250.94 10,113,960.37 10,105,418.97 1,297,792.34 5.Labor union fee and employee education fee 1,166,763.70 1,514,718.13 1,846,139.03 835,342.80 6.Non-currency welfare 7. Redemption for terminations of labor contract 22,351.14 22,351.14 8.Other Total 53,629,466.31 128,748,862.92 145,334,197.43 37,044,131.80 There was no amount delay paid at the end of the report period. 43 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report 22 Taxes payable Item 30-06-2012 31-12-2011 Value-added tax 6,053,970.17 -626,308.27 Business tax 1,993,029.60 1,277,350.56 City maintenance and construction tax 1,028,729.92 213,399.77 Enterprise income tax 3,604,207.11 17,037,356.99 Individual income tax 1,667,288.33 139,325.05 Stamp duty 35,432.24 55,699.29 Extra-charges for education 494,723.50 79,802.85 Extra-charges for local education 234,635.03 127,773.25 Water project fund/River route maintenance fee 555,753.00 679,286.85 Safeguard fund for disables 408.00 648.00 Embankment tax 25,875.55 Price adjustment fund -1,658.60 Total 15,668,176.90 19,008,551.29 23 Dividend payable Name of investors 30-06-2012 31-12-2011 Legal person shares 4,033,156.00 3,783,156.00 Total 4,033,156.00 3,783,156.00 The amount of dividend payable at the end of the report period included dividend payable to Dalian Bingshan Group Co. Ltd. RMB 950,000.00 and dividend payable to Japan Sanyo Electricity Co., Ltd. RMB 1,500,000.00 which hold over 5% (including 5%) of the equity of the Company. 24 Other accounts payable 30-06-2012 31-12-2011 Ages Amount Proportion(%) Amount Proportion(%) Within 1 year 17,083,258.84 41.31 23,675,178.21 47.99 1 to 2 years 1,465,271.03 3.54 4,500,077.11 9.12 2 to 3 years 2,925,362.03 7.08 5,019,636.13 10.17 3 to 4 years 4,900,986.13 11.85 2,548,816.72 5.17 4 to 5 years 1,998,107.04 4.83 5,338,779.62 10.82 Over 5 years 12,982,230.68 31.39 8,254,451.06 16.73 Total 41,355,215.75 100 49,336,938.85 100 (1) There were RMB 11,018,144.20 due to the shareholders holding over 5% (including 5%) of the equity of the Company——Dalian Bingshan Group Co., Ltd., and mainly because subsidiary company borrowed for moving to new location. (2) The amount of other accounts payable due to related companies is RMB 11,641,129.81, 28.15% of total other accounts payable. Please refer to the Ⅶ 4 of the notes. (3) Most of the amount of other accounts payable aged more than one year was owed to Dalian Bingshan Group Co., Ltd. 25 Other non-current liabilities —Deferred income Item 30-06-2012 31-12-2011 Contribution to subsidiary company relocation 557,000.00 1,114,000.00 Subsidy fund for highly effective heat pump and related system 292,550.50 585,101.00 Total 849,550.50 1,699,101.00 For the above deferred incomes, it should be carried forward in 2012 as the schedule for transferring it into the profit statement. 44 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report 26 Long term loans There was no long term loan in the report period. 27 Other non-current liabilities —Deferred income Item 30-06-2012 31-12-2011 Subsidy fund for big screw refrigeration research project 14,472,119.79 18,167,711.15 Subsidy fund for highly effective heat pump and related system 5,459,596.00 5,459,596.00 Contribution to subsidiary company relocation 49,016,002.00 49,016,003.00 Big capacity of sea water pre-freeze project of Project 863 13,809,945.60 12,069,945.60 Total 82,757,663.39 84,713,255.75 The balance of above items didn’t meet the conditions being converted to income at the end of the report period. 28 Share capitals Issuance of Shares converted Item 31-12-2011 Others 30-06-2012 new shares from reserve I. Non-circulating share capital with restricted trade conditions 1. State-owned shares 2. Shares held by domestic legal persons 3. Other domestic shares 19,306,034.00 19,306,034.00 Including: Shares held by 92,113.00 92,113.00 domestic natural person II. Circulating share capital 1. Domestically listed ordinary 215,708,941.00 215,708,941.00 shares (A-share) 2. Domestically listed ordinary 115,000,000.00 115,000,000.00 shares (B-share) III. Total 350,014,975.00 350,014,975.00 29 Capital surpluses Current year Current year Item 31-12-2011 30-06-2012 addition reduction Capital premium 513,645,432.79 513,645,432.79 Other capital surplus 73,191,789.03 73,191,789.03 Total 586,837,221.82 586,837,221.82 30 Surplus reserves Current year Current year Item 31-12-2011 30-06-2012 addition reduction Surplus reserves 445,492,052.28 13,506,661.29 458,998,713.57 Total 445,492,052.28 13,506,661.29 458,998,713.57 The increase of the surplus reserves was because the other reserved capital were withdrawn on the basis of 20% of the Company’s net profit of 2011 according to the resolution of the Shareholders’ General Meeting of year 2011. 45 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report 31 Retained earnings Items Amount Extraction or allocation proportion Retained earnings at the end of prior year 366,477,854.72 Add: Changes in accounting policies At beginning of the year after retrospective 366,477,854.72 adjustment Add: Net profit 66,392,427.44 Less: Appropriation of statutory surplus reserves 20% of net profit of the Company of Appropriation of other reserved capital 13,506,661.29 year 2011 Cash dividends 52,502,246.25 RMB 0.15 per share Appropriation of employee’s welfare and bonus 2,474,212.15 fund in foreign invested company Retained earnings at the end of the current year 364,387,162.47 32 Revenue and cost of sales (1)Business income and cost Items 2012.01-06 2011.01-06 Operating income 851,218,300.53 947,894,622.28 Key business income 837,302,305.15 931,151,231.12 Other business income 13,915,995.38 16,743,391.16 Operating cost 676,485,145.01 769,799,892.96 Key business cost 663,416,851.11 754,394,019.76 Other business cost 13,068,293.90 15,405,873.20 (2) Key business(type): 2012.01-06 2011.01-06 Name of type Revenue Cost Revenue Cost Manufacturing 837,302,305.15 663,416,851.11 931,151,231.12 754,394,019.76 (3) Key business(product): 2012.01-06 2011.01-06 Name of product Revenue Cost Revenue Cost Refrigeration 837,302,305.15 663,416,851.11 931,151,231.12 754,394,019.76 equipments (4) Key business(region): 2012.01-06 2011.01-06 Name of region Revenue Cost Revenue Cost North-east of China 627,232,098.55 504,624,152.61 751,473,152.49 626,443,148.63 East of China 8,175,753.92 6,601,965.43 11,000,357.30 8,411,035.40 Centre of China 201,894,452.68 152,190,733.07 168,677,721.33 119,539,835.73 Total 837,302,305.15 663,416,851.11 931,151,231.12 754,394,019.76 46 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report (5) Top five customers Name Revenue Percentage of total business income (%) Dalian Bingshan Group Import & Export Co., Ltd. 61,826,093.68 7.26 Zhengzhou Synear Foodstuff Co., Ltd. 24,362,190.60 2.86 COFCO Meat (Jiangsu) Co., Ltd. 23,800,605.98 2.80 Huanghai Shipbuilding Co., Ltd. of Shandong Province 17,078,550.26 2.01 Ejina Banner Sanhe Chemical Co., Ltd. 10,111,111.11 1.19 Total 137,178,551.63 16.12 33 Business taxes and surcharges Item 2012.01-06 2011.01-06 Basis of taxes calculated Business tax 1,065,033.92 1,165,427.42 3% or 5% of Revenue City maintenance and 3,205,048.05 2,941,562.73 7% of Business tax and Value-added tax construction tax Additional education Fees 1,468,466.10 1,266,346.26 3% of Business tax and Value-added tax Local educational fee 955,822.78 802,071.12 2% of Business tax and Value-added tax Embankment expenses 111,143.15 5,852.18 Others 5,113.93 Total 6,805,514.00 6,186,373.64 34 Selling and distribution expenses Items 2012.01-06 2011.01-06 Handle official business expenses 2,400,317.89 2,485,684.76 Salaries and subsidies 21,683,526.31 19,954,021.34 Depreciation expenses 273,208.23 265,535.38 Transportations expenses 6,586,964.11 7,030,153.45 Entertainment expenses 4,302,663.49 4,014,439.03 Traveling expenses 6,443,032.41 7,627,741.44 Maintenance and repair expenses 3,620,302.38 2,708,096.15 Advertise and bids expenses 1,135,852.92 1,271,190.71 Others 749,032.49 411,338.42 Total 47,194,900.23 45,768,200.68 35 Administrative expenses Items 2012.01-06 2011.01-06 Handle official business expenses 6,106,308.77 6,778,797.44 Salaries and subsidies 52,155,029.15 49,957,689.75 Depreciation expenses 3,587,274.79 3,756,953.22 Transportations expenses 834,648.81 1,046,451.63 Entertainment expenses 1,964,632.15 1,616,092.45 Traveling expenses 1,779,844.42 1,611,122.52 Maintenance and repair expenses 2,574,549.52 4,166,276.11 Advertise expenses 228,217.25 108,237.00 Other taxes 4,273,050.16 4,505,493.35 Insurance expenses 1,804,720.89 1,482,221.60 Research and development expenses 742,8943.7 6,675,141.17 Amortization of long term assets 2,114,872.91 2,144,425.42 47 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report Design consultant and test service expenses 1,808,814.77 2,192,575.99 Others 1,464,456.05 1,741,942.01 Total 88,125,363.34 87,783,419.66 36 Financial expenses Items 2012.01-06 2011.01-06 Interest expenses 691,458.36 2,141,136.06 Less: interest income 3,552,147.62 1,094,277.01 Losses on exchange 96,314.50 69,508.39 Less: gain on exchange 2,635.48 5,152.86 Other expenses 249,980.61 277,101.29 Total -2,517,029.63 1,388,315.87 37 Impairment losses Items 2012.01-06 2011.01-06 Bad debt provision 13,943,786.87 11,670,249.65 Provision for obsolete inventories Provision for the impairment of available-for-sale financial assets Provision for the impairment of held to maturity investments Provision for the impairment of long-term equity investments Provision for the impairment of investing property Provision for the impairment of fixed assets Provision for the impairment of construction materials Provision for the impairment of construction in progress Provision for the impairment of bearer biological assets Provision for the impairment of oil assets Provision for the impairment of intangible assets Provision for the impairment of goodwill Provision for the impairment of other assets Total 13,943,786.87 11,670,249.65 38、Gain/ (loss) from investments (1) Categeries Items 2012.01-06 2011.01-06 Calculated by cost method 3,009,889.50 Calculated by equity method 44,944,226.71 35,342,590.94 Investment income due to disposal of the equity 26,001.99 49,768,242.00 of associated company Total 44,970,228.70 88,120,722.44 (2) Calculated by cost method(more than 5% of profit) Name 2012.01-06 2011.01-06 Reason of changes Guotai Junan Securities Co., Ltd. 3,009,889.50 No dividend distribution Total 3,009,889.50 48 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report (3) Calculated by equity method(more than 5% of profit) Name 2012.01-06 2011.01-06 Reason of changes Dalian Sanyo Cold-chain Co., Ltd 10,957,088.27 9,506,908.21 Increase of business profit Grand Ocean-showa Auto Air Conditioning 7,669,105.73 6,870,056.64 Increase of business profit (Dalian) Co., Ltd. Dalian Sanyo Compressor Co., Ltd. 18,328,875.46 23,641,535.89 Decrease of operating income Dalian Sanyo Air-conditioner Co., Ltd. -8,014,452.98 equity transferred Dalian Fuji Bingshan Vending Machine Co., Ltd. 5,080,150.27 2,091,301.35 Increase of business profit Total 42,035,219.73 34,095,349.11 (4)There was no severe constrict on the collection of the investment earnings. 39 Non-business incomes (1)Details Item 2012.01-06 2011.01-06 Gain on the disposal of non-current assets 23,500.00 99,194.20 Penalty and fine income 124,212.00 400,000.00 Subsidy fund from government 1,092,997.66 427,723.29 Deferred income 4,545,142.86 3,605,050.50 Debts need not paid 773,202.01 750,795.43 Others 6,775.95 85,017.31 Total 6,565,830.48 5,367,780.73 (2) Subsidy fund from government Items 2012.01-06 2011.01-06 Explanations Patent grant and award 10,500.00 According to the related regulations Others 1,082,497.66 427,723.29 Tax refund Total 1,092,997.66 427,723.29 40 Non-business expenses Item 2012.01-06 2011.01-06 Loss on the disposal of non-current assets 202,086.55 29,234.67 Fines and penalties 2,569.00 4,036.56 Donation expenditure 200,000.00 Others 55,534.34 42,673.15 Total 260,189.89 275,944.38 41 Income tax expense Item 2012.01-06 2011.01-06 Current income tax expense 6,182,954.68 18,958,629.49 Deferred income tax expense -2,550,539.49 -1,821,786.08 Total 3,632,415.19 17,136,843.41 49 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report 42、Basic earnings per share and diluted earnings per share calculation process (1)Calculation of basic earning per share Item No. 2012.01-06 2011.01-06 Profit or loss attributable to the Company 1 66,392,427.44 95,488,392.56 Profit or loss after deducting extraordinary gain or loss 2 63,276,376.07 55,527,288.08 attributable to the Company the weighted average number of ordinary shares outstanding 3=4+5+6*10/9-7*11/9- 350,014,975 350,014,975 during the period(So) 8 the number of ordinary shares at the beginning of the 4 350,014,975 350,014,975 period(S0) the number of additional ordinary shares issued on capital 5 surplus transfer or share dividends appropriation(S1) the number of ordinary shares issued in exchange for cash or issued as a result of the conversion of a debt instrument to 6 ordinary shares during the period(Si) reduced number of ordinary shares such as shares buy 7 back(Sj) the number of a reverse share split(Sk) 8 the months during the period(Mo) 9 6 6 the months from the following month after issuing 10 incremental shares to the end of the period(Mi) the months from the following month after reducing shares to 11 the end of the period(Mj) Basic earnings per share 12=1/3 0.19 0.27 Basic earnings per share deducting extraordinary gain or loss 13=2/3 0.18 0.16 (2) For the diluted potential ordinary shares, the net profits attributed to ordinary shareholders during the reporting term and the weighted average number of outstanding ordinary shares should be adjusted separately, and it shall be used to calculate the diluted earnings per share. Under the circumstances to issue the diluted potential ordinary shares such as convertible bonds, stock options, stock warrants, the diluted earnings per share shall be calculated in the light of the formula as follow: Diluted Earnings Per Share =P1/(S0+S1+Si×Mi÷M0–Sj×Mj÷M0–Sk+ The weighted average number of incremental ordinary shares on warrants, options, convertible debt and so on) P1represents the amounts attributable to ordinary equity holders of the Company in respect of: (a) Profit or loss attributable to the Company; and (b) Profit or loss after deducting extraordinary gain or loss attributable to the Company, adjust according to the accounting standards for enterprises and other relevant provisions. The Company considered in sequence from dilutive potential ordinary shares to get the lowest earnings per share. 43、Other comprehensive income Items 2012.01-06 2011.01-06 1、Gain/(loss) on financial assets available for sale 36,471,900.00 Less:Income tax infection on financial assets available for sale 8,367,975.00 Net amount transferred into profit and loss at current period that reckon into other comprehensive income at former period Subtotal 28,103,925.00 50 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report Items 2012.01-06 2011.01-06 2、Net amount of comprehensive income of invested company belonging to the company Less: Income tax infection Net amount transferred into profit and loss at current period that reckon into other comprehensive income at former period Subtotal 3.Others Less: Income tax infection Net amount transferred into profit and loss at current period that reckon into other comprehensive income at former period Subtotal Total 28,103,925.00 44. Relevant information about cash flow statement (1) Other cash received relating to operating activities Item 2012.01-06 Returns travel expense receivable 2,004,720.76 Deposit received 5,845,512.00 Financial allocation 1,750,500.00 Interest income 3,552,147.62 Others 2,910,245.05 Total 16,063,125.43 (2) Other cash paid relating to operating activities Item 2012.01-06 Travel expense 8,876,368.97 Deposit paid 6,119,700.00 Sales expenditure 17,174,325.89 Administrative expenditure 19,606,623.34 Bank fees 249,980.61 Others 2,012,239.68 Total 54,039,238.49 (3) Other cash paid relating to financing activities Item 2012.01-06 Discount interest for acceptance notes 70,927.69 Total 70,927.69 51 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report 45 Complementary information for consolidated cash flow statement (1) The relationship between the net profit and the net cash flows from operating activities Item 2012.01-06 2011.01-06 1. Reconciliation from the net profit to the cash flows from operating activities Net profit 68,824,074.81 101,373,885.20 Add: Provisions for assets impairment 13,943,786.87 11,670,249.65 Depreciation of fixed assets 16,274,896.88 16,746,611.41 Amortization of intangible assets 2,045,633.75 2,075,186.26 Amortization of long-term deferred expenses 69,239.16 69,239.16 Losses on disposal of fixed assets, intangible assets and other long- 169,656.32 -69,959.53 term assets (gains, -) Losses on scrapping of fixed assets (gains, -) 8,930.23 Losses on variation of fair value (gains, -) Finance expenses (income, -) 797,054.21 2,313,987.72 Investment losses (gains, -) -44,998,103.70 -88,120,722.44 Decrease in deferred tax assets (increase, -) -2,550,539.49 -1,821,786.08 Increase in deferred tax liabilities (decrease, -) 8,367,975.00 Decrease in inventory (increase, -) 85,803,474.29 -11,795,597.64 Decrease in operating receivables (increase, -) -87,893,219.92 -132,215,799.61 Increase in operating payables (decrease, -) -180,130,403.46 182,076,706.46 Others Net cash flows from operating activities -127,635,520.05 90,669,975.56 2. Investing and financing activities that do not involve cash receipts and payments Conversion of debt into capital Convertible bonds to be expired within one year Fixed assets under finance lease 3. Net increase in cash and cash equivalents Cash at the end of the period 441,824,449.34 625,558,513.48 Less: Cash at the beginning of the period 681,077,489.30 491,775,575.71 Plus: Cash equivalents at the end of the period Less: Cash equivalents at the beginning of the period Net increase in cash and cash equivalents -239,253,039.96 133,782,937.77 (2) Cash and cash equivalents Item 2012.01-06 2011.01-06 1.Cash 441,824,449.34 681,077,489.30 Including: cash on hand 134,137.65 101,242.57 Bank deposits that can be used for payment whenever necessary 441,500,734.49 680,841,246.73 Other monetary capital that can be used for payment whenever necessary 189,577.20 135,000.00 2.cash equivalents Including: Bonds mature within 3 months 3.Balance of cash and cash equivalents at the end of the year 441,824,449.34 681,077,489.30 52 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report Ⅵ.Related Party Relationships and Transactions 1、Information of parent company The Legal The parent The parent ultimate Name of Principal Registered Nature of company's company's controllin Organization Nature representative Registered capital shareholding voting right g party of Code enterprise activities address business (%) (%) the person Company Installation Dalian and Bingshan manufactory Sino-foreign Manufact SASAC Dalian Zhang He RMB140,600,000.00 21.96% 21.96% 24129179-3 Group Co., of joint venture ure of Dalian Ltd. refrigeration equipment 2、Subsidiaries Registe Legal The The Name of invested Nature of Nature of company's company' No. Type red representative Registered capital shareholdi s voting Organization Code company enterprise business ng (%) right (%) address person Dalian Bingshan Limited 1 Group Refrigeration liabilities Industry Dalian Zhang Hongzhi Installation RMB20,040,000.00 100 100 24236769-X Installation Company company Dalian Bingshan Limited 2 liabilities Trading Dalian Yang Bin Trading RMB18,000,000.00 90 90 70216986-3 company Group Sales Company Dalian Bingshan Air- Limited Yamamoto 3 Conditioning liabilities Industry Dalian Manufacturing JPY700,000,000.00 70 70 60488234-X company Shunniti Equipment Co., Ltd. Dalian Bingshan Limited 4 Metal Processing Co., liabilities Industry Dalian Zhang He Manufacturing USD2,350,000.00 64.25 64.25 70215200-9 company Ltd. Dalian Bingshan Limited 5 Guardian Automation liabilities Industry Dalian Mike Murphy Manufacturing GBP210,000.00 60 60 73640895-7 company Co., Ltd. Dalian Bingshan Ryosetsu Quick Limited Yamati 6 liabilities Industry Dalian Manufacturing USD1,000,000.00 70 70 74787148-8 company Freezing Equipment Yashuhiro Co., Ltd. Wuhan New World Limited 7 Refrigeration liabilities Industry Wuhan Mu Chuanjiang Manufacturing RMB30,000,000.00 51 51 61640057-1 company Industrial Co., Ltd. Wuhan New World Limited Refrigeration Air 8 liabilities Industry Wuhan Ding Jie Installation RMB8,000,000.00 5 100 78930854-6 Conditioner company Engineering Co., Ltd. Limited Dalian Daleng Metal 9 liabilities Industry Dalian Zhang He Manufacturing RMB20,000,000.00 100 100 66920026-6 Technology Co., Ltd. company 53 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report 3、Joint venture and associate companies Relationship with the Name of the related parties Organization Code Company Dalian Bingshan – P&A Recreation Development Engineering Co., Ltd. Joint venture 72600341-1 Dalian Jiale Vending Machine Operation Co., Ltd. Joint venture 76079627-5 Dalian Bingshan Group Import&Export Co., Ltd. Associated company 72886492-8 Dalian Grand Ocean Thermo King Transport Refrigeration Engineering Associated company 60485722-4 Co., Ltd Dalian Sanyo Refrigeration Co., Ltd. Associated company 60480245-0 Dalian Honjo Chemical Co., Ltd. Associated company 60483825-0 Dalian Sanyo Cold-chain Co., Ltd Associated company 60481691-6 Grand Ocean-showa Auto Air Conditioning (Dalian) Co., Ltd. Associated company 60486851-3 Dalian Sanyo Compressor Co., Ltd. Associated company 60482029-6 Dalian Sanyo Meica Electronics Co., Ltd. Associated company 60482091-5 Dalian Sanyo Home Appliance Co., Ltd. Associated company 60486096-8 Beijing Huashang Bingshan Refrigeration and Air-conditioning Machinery Associated company 74261540-X Co., Ltd. Dalian Fuji Bingshan Vending Machine Co., Ltd. Associated company 75158208-0 Daliian Sanyo High-Efficient Refrigeration System Co., Ltd. Associated company 78733517-X For details, please refer to the Ⅴ.9 of the notes. 4、Other type of the related parties Name of the related parties Relationship with the Company Organization Code Dalian Bingshan Group Cold Drink Equipment Co., Subsidiary of Dalian Bingshan Group 24239741-8 Ltd. Dalian Bingshan Group Refrigeration Equipment Subsidiary of Dalian Bingshan Group 11857056-X Co., Ltd. Dalian Third Refrigeration Equipment Factory Subsidiary of Dalian Bingshan Group 11853975-7 Dalian Bingshan Group Import & Export Co. , Ltd. Subsidiary of Dalian Bingshan Group 72886492-8 Beijing Bingshan Serial Refrigeration Equipment Subsidiary of Dalian Bingshan Group 80139721-2 Co., Ltd. Dalian Bingshan Group Materials Trading Co. , Ltd Subsidiary of Dalian Bingshan Group 74437418-7 Dalian Spindle Cooling Towers Co., Ltd. Affiliated company of Dalian Bingshan Group 60487379-3 Dalian Bingshan Metal Technology Co., Ltd. Affiliated company of Dalian Bingshan Group 76077536-X Dalian Mahe Level Control Electrical Appliances Affiliated company of Dalian Bingshan Group 60486775-6 Co., Ltd. Linde Engineering (Dalian) Co., Ltd. Affiliated company of Dalian Bingshan Group 77301721-8 BAC Dalian Co., Ltd. Affiliated company of Dalian Bingshan Group 60492102-X Linde Engineering (Hangzhou) Co., Ltd. Affiliated company of Dalian Bingshan Group 77356588-X 54 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report 5、The transactions between the Company and the related parties (1) Purchases of goods from related parties/ Sales of goods to related parties 2012.01-06 2011.01-06 Details of Rule of Name of the related parties Item transaction price setting Proportion of the same type Proportion of the same type Amount Amount transaction amount ( %) transaction amount ( %) Dalian Sanyo Refrigeration Co., Ltd. Purchases Purchases of goods Market price 760,000.00 0.10 Dalian Sanyo Cold-chain Co., Ltd Purchases Purchases of goods Market price 3,911,260.61 0.59 7,218,605.08 0.94 Dalian Sanyo Compressor Co., Ltd. Purchases Purchases of goods Market price 1,729,316.36 0.26 2,742,806.51 0.36 Dalian Sanyo Meica Electronics Co., Ltd. Purchases Purchases of goods Market price 494,282.88 0.06 Dalian Bingshan Group Cold Drink Purchases Purchases of goods Market price 13,403,725.85 2.02 14,864,833.34 1.93 Equipment Co., Ltd. Dalian Bingshan Group Refrigeration Purchases Purchases of goods Market price 25,093,366.27 3.78 30,685,423.86 3.99 Equipment Co., Ltd. Dalian Third Refrigeration Equipment Purchases Purchases of goods Market price 6,579,617.42 0.99 5,849,353.51 0.76 Factory Dalian Spindle Cooling Towers Co., Ltd. Purchases Purchases of goods Market price 397,880.35 0.06 960,100.00 0.12 BAC Dalian Co., Ltd. Purchases Purchases of goods Market price 2,529,9951.7 3.81 30,716,126.31 3.99 Dalian Bingshan Group Import & Export Purchases Purchases of goods Market price 10,672,874.76 1.61 8,032,313.01 1.04 Co. , Ltd Dalian Bingshan Group Materials Trading Purchases Purchases of goods Market price 2,129,367.84 0.32 5,252,279.78 0.68 Co. , Ltd Dalian Bingshan Metal Technology Co., Ltd. Purchases Purchases of goods Market price 1,128,500.39 0.17 1,770,942.81 0.23 Dalian Sanyo Refrigeration Co., Ltd. Sales Sales of goods Market price 18,472.05 0.002 1,388,601.71 0.15 Dalian Sanyo Cold-chain Co., Ltd Sales Sales of goods Market price 6,079,572.13 0.71 10,453,459.51 1.10 Dalian Sanyo Compressor Co., Ltd. Sales Sales of goods Market price 3,896,475.10 0.46 5,903,604.11 0.62 Dalian Bingshan Group Cold Drink Sales Sales of goods Market price 2,212,929.91 0.26 2,715,630.76 0.29 Equipment Co., Ltd. Dalian Bingshan Group Refrigeration Sales Sales of goods Market price 1,827,758.11 0.21 2,961,286.10 0.31 Equipment Co., Ltd. Dalian Third Refrigeration Equipment Sales Sales of goods Market price 4,072,537.01 0.48 2,671,662.46 0.28 Factory Dalian Bingshan Group Import & Export Sales Sales of goods Market price 61,826,093.68 7.26 68,737,105.79 7.25 Co. , Ltd Dalian Bingshan – P&A Recreation Sales Sales of goods Market price 82,478.63 0.01 Development Engineering Co., Ltd. Beijing Bingshan Serial Refrigeration Sales Sales of goods Market price 235,854.70 0.03 391,452.99 0.04 Equipment Co., Ltd. Beijing Huashang Bingshan Serial Sales Sales of goods Market price 497,102.36 0.06 7,681,692.67 0.81 Refrigeration Equipment Co., Ltd. Dalian Fuji Bingshan Vending Machine Co., Sales Sales of goods Market price 1,683,376.19 0.20 1,118,994.75 0.12 Ltd. Shenyang Sanyo Air-conditioner Co., Ltd. Sales Sales of goods Market price 12,255.56 0.001 Dalian Bingshan Metal Technology Co., Ltd. Sales Sales of goods Market price 75,625.64 0.01 87,357.26 0.01 Daliian Sanyo High-Efficient Refrigeration Sales Sales of goods Market price 547,259.10 0.06 302,399.72 0.03 System Co., Ltd. (2) Leasing fees from related party The Company signed an agreement with Dalian Bingshan Group Co., Ltd. to lease the floor space of 530 sq. m. in the office building to Dalian Bingshan Group Co., Ltd. with a lease term of 3 years at the annual rent of RMB 95,400.00 yuan. 55 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report (3)Guarantee with related companies No. 6 Amounts due from/to related parties (1) Notes receivable Name of the related parties 30-06-2012 31-12-2011 Dalian Sanyo Compressor Co., Ltd. 135,834.10 270,646.95 Dalian Bingshan Group Import & Export Co., Ltd. 10,388,746.99 Beijing Bingshan Serial Refrigeration Equipment Co., Ltd. 222,288.50 (2) Accounts paid in advance Name of the related parties 30-06-2012 31-12-2011 Dalian Sanyo Compressor Co., Ltd. 2,487.00 2,487.00 Dalian Sanyo Refrigeration Co., Ltd. 156,000.00 Dalian Sanyo Cold-chain Co., Ltd. 59,744.00 33,719.00 BAC Dalian Co., Ltd. 15,164.00 (3) Accounts receivable 30-06-2012 31-12-2011 Provision Provision Name of the related parties Amount for bad Amount for bad debts debts Dalian Sanyo Compressor Co., Ltd. 1,810,570.58 90,528.53 480,500.00 24,025.00 Dalian Sanyo Refrigeration Co., Ltd. 1,097,645.75 54,882.29 1,764,817.10 88,240.86 Dalian Sanyo Cold-chain Co., Ltd. 2,730,852.75 136,542.64 1,996,079.59 99,803.98 Beijing Bingshan Serial Refrigeration Equipment Co., 640,985.77 32,049.29 4,114.25 205.71 Ltd. Dalian Bingshan Group Import & Export Co., Ltd. 657,425.60 32,871.28 Dalian Bingshan – P&A Recreation Development 263,278.20 13,163.91 Engineering Ltd. Beijing Huashang Bingshan Refrigeration and Air- 1,839,035.48 91,951.77 2,271,108.48 113,555.42 conditioning Machinery Co., Ltd. Dalian Fuji Bingshan Vending Machine Co., Ltd. 1,198,654.02 59,932.70 629,102.93 31,455.15 Dalian Sanyo High-Efficient Refrigeration System Co., 665,460.25 33,273.01 489,444.02 24,472.20 Ltd. Dalian Bingshan Metal Technology Co., Ltd. 20,850.00 1,042.50 (4) Other accounts receivable 30-06-2012 31-12-2011 Name of the related parties Provision for bad Provision for bad Amount Amount debts debts BAC Dalian Co., Ltd. 30,000.00 1,500.00 30,000.00 1,500.00 (5) Notes payable Name of the related parties 30-06-2011 31-12-2010 Dalian Spindle Cooling Towers Co., Ltd. 96,000.00 Dalian Bingshan Group Refrigeration Equipment Co., Ltd. 9,200,000.00 3,000,000.00 Dalian Bingshan Group Cold Drink Equipment Co., Ltd. 550,000.00 7,494,750.00 BAC Dalian Co., Ltd. 101,000.00 56 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report Dalian Bingshan Group Materials Trading Co. , Ltd. 600,000.00 1,310,000.00 Dalian Third Refrigeration Equipment Factory 1,300,000.00 800,000.00 Dalian Bingshan Group Import & Export Co., Ltd. 1,257,800.00 (6) Accounts payable Name of the related parties 30-06-2012 31-12-2011 Dalian Third Refrigeration Equipment Factory 685,052.32 1,905,582.64 Dalian Bingshan Group Cold Drink Equipment Co., Ltd. 10,009,658.47 6,378,338.18 BAC Dalian Co., Ltd. 15,641,169.95 14,345,501.95 Dalian Bingshan Group Refrigeration Equipment Co., Ltd. 2,694,412.07 7,079,055.83 Dalian Sanyo Refrigeration Co., Ltd. 80,000.00 Dalian Sanyo Cold-chain Co., Ltd. 9,516.00 5,709.40 Dalian Sanyo Meica Electronics Co., Ltd. 285,191.58 Dalian Sanyo Home Appliance Co., Ltd. 42,823.00 42,823.00 Dalian Spindle Cooling Towers Co., Ltd. 453,403.00 457,903.00 Dalian Bingshan Group Import & Export Co., Ltd. 6,447.91 2,608,467.69 Dalian Sanyo Compressor Co., Ltd. 229,653.27 101,429.52 Dalian Bingshan Group Materials Trading Co., Ltd 1,382,203.88 Dalian Bingshan Metal Technology Co., Ltd. 652,803.71 4,258.25 (7) Accounts received in advance Name of the related parties 30-06-2012 31-12-2011 Dalian Bingshan – P&A Recreation Development 770,100.00 770,100.00 Engineering Ltd. Dalian Bingshan Group Refrigeration Equipment Co., Ltd. 8,415.30 458,695.30 Shenyang Sanyo Air-conditioner Co., Ltd. 3,536.00 Dalian Sanyo Refrigeration Co., Ltd. 2,007,000.00 2,008,923.50 Dalian Bingshan Group Import & Export Co. , Ltd. 5,869,471.16 2,026,840.60 Beijing Bingshan Serial Refrigeration Equipment Co., Ltd. 3,128.48 Beijing Huashang Bingshan Refrigeration and Air- 877,500.00 150,000.00 conditioning Machinery Co., Ltd. (8) Other Accounts payable Name of the related parties 30-06-2012 31-12-2011 Dalian Bingshan Group Co., Ltd. 11,018,144.20 11,337,177.87 Dalian Third Refrigeration Equipment Factory 101,000.00 101,000.00 Dalian Bingshan Group Import & Export Co. , Ltd. 521,985.61 444,527.31 Dalian Bingshan H2O3 Environmental Solution Co. , Ltd. 560,139.68 (9) Dividend payable Name of the related parties 30-06-2012 31-12-2011 Dalian Bingshan Group Co., Ltd. 950,000.00 1,900,000.00 Ⅶ.Contingency No. Ⅷ. Commitments No. Ⅸ.Unadjusted events after the Balance Sheet Date No. Ⅹ.Other significant events No. 57 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report Ⅺ.Notes to the financial statements of the parent company 1 Accounts receivable (1) Classified by account nature 30-06-2012 31-12-2011 Balance Provision for doubtful debt Balance Provision for doubtful debt Category Proportion Proportion Proportion Proportion Amount Amount Amount Amount (%) (%) (%) (%) Receivables that are individually significant Receivables not individually 296,554,201.69 100 60,535,022.34 20.41 238,526,668.29 100 52,920,054.93 22.19 significant but with high risk in groups Other insignificant items Total 296,554,201.69 100 60,535,022.34 20.41 238,526,668.29 100 52,920,054.93 22.19 The aging of accounts receivable and related provisions for bad debts 30-06-2012 31-12-2011 Proportion Provision for bad Proportion Provision for bad Ages Amount Amount (%) debts (%) debts Within1 year 127,405,924.09 42.96 6,370,296.20 108,128,040.69 45.33 5,391,015.53 1 to 2 years 81,074,451.48 27.34 8,107,445.15 52,598,212.49 22.05 5,259,821.25 2 to 3 years 42,702,015.09 14.40 12,810,604.53 32,408,419.05 13.59 9,722,525.72 3 to 4 years 18,193,995.08 6.13 9,096,997.54 19,695,131.79 8.26 9,847,565.90 4 to 5 years 15,140,685.15 5.11 12,112,548.12 14,988,688.68 6.28 11,990,950.94 Over 5 years 12,037,130.80 4.06 12,037,130.80 10,708,175.59 4.49 10,708,175.59 Total 296,554,201.69 100 60,535,022.34 238,526,668.29 100 52,920,054.93 (2) There is no receivables not individually significant but with high risk in groups during the report period. (3) There is no receivable account of the Company that has been written off before this report period but recovered in this period. (4) There is no accounts receivable being recovered by debts reconstruction during the report period. (5) There is no receivable account of the Company being written off in the report period. (6) No arrearage from the shareholders holding over 5% (including 5%) of the equity of the Company existed in the balance of accounts receivable. (7) The first five arrearage entities listed in the balance of accounts receivable The relationship Company Amount Age Proportion (%) with the Company COFCO Meat (Jiangsu) Co., Ltd. Non-affiliated 21,320,682.30 Less than 1 year 7.19 COFCO Meat (Suqian) Co., Ltd. Non-affiliated 15,756,917.20 Less than 1 year 5.31 Dalian Xinghai Bay Development & Non-affiliated 11,242,693.00 3-4 years 3.79 Construction Management Center Inner Mongolia Sucon Silicone Co., Ltd. Non-affiliated 6,369,000.00 1-2 years 2.15 Dalian Jinyu New Energy Technological Non-affiliated 5,500,000.00 4-5 years, over 5 years 1.86 Development Co., Ltd. Total 60,189,292.50 20.30 58 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report (8) The amount of accounts receivable due from related companies are RMB 2,925,977.58, 0.99% of total accounts receivable. The relationship Proportion of total accounts Name with the Amount receivable (%) Company Beijing Huashang Bingshan Refrigeration and Associated 1,589,035.48 0.54 Air-conditioning Machinery Co., Ltd. company Associated Dalian Sanyo Compressor Co., Ltd. 1,330,070.58 0.45 company Beijing Bingshan Serial Refrigeration Subsidiary of 6,871.52 0.002 Equipment Co., Ltd. Bingshan Group Total 2,925,977.58 0.99 (9) There is no accounts receivable being ended reorganization or being negotiated during the reporting period. 2 Other accounts receivable (1) Classified by account nature 30-06-2012 31-12-2011 Balance Provision for doubtful debt Balance Provision for doubtful debt Item Proportion Proportion Proportion Proportion Amount Amount Amount Amount (%) (%) (%) (%) Receivables that are individually significant Receivables not individually significant but 8,225,939.60 100 601,267.79 7.31 6,137,857.60 100 653,158.56 10.64 with high risk in groups Other insignificant items Total 8,225,939.60 100 601,267.79 7.31 6,137,857.60 100 653,158.56 10.64 The ageing of other accounts receivable and related provisions for bad debts 30-06-2012 31-12-2011 Ages Proportion Provision for bad Proportion Provision for Amount Amount (%) debts (%) bad debts Within1 year 6,069,671.02 73.78 303,483.55 2,859,183.68 46.58 142,959.18 1 to 2 years 1,830,924.82 22.26 183,092.48 2,447,569.64 39.88 244,756.96 2 to 3 years 300,000.00 3.65 90,000.00 805,759.52 13.13 241,727.86 3 to 4 years 3,260.00 0.05 1,630.00 4 to 5 years 3,260.00 0.04 2,608.00 1.00 0.80 Over 5 years 22,083.76 0.27 22,083.76 22,083.76 0.36 22,083.76 Total 8,225,939.60 100 601,267.79 6,137,857.60 100 653,158.56 (2) There is no receivables not individually significant but with high risk in groups during the reporting period. (3) There is no amount of provision for bad debts written back during the reporting period. (4) During the reporting period, there is no other account receivable being recovered by debts reconstruction. (5) During the reporting period, there is no other accounts receivable written-off. (6) There is no balance of other accounts receivable due from the shareholders holding over 5% (including 5%) of the equity of the Company. 59 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report (7) The first five arrearage entities of other accounts receivable The relationship with Company Amount Age Proportion (%) the Company Gao Yulong Non-affiliated 1,432,000.00 1-2 years 17.41 COFCO Meat (Jiangsu) Co., Ltd. Non-affiliated 450,000.00 Less than 1 year 5.47 Zheng Xiaolong Non-affiliated 300,000.00 2-3 years 3.65 Fund Accounting Center for Institutions of Dalian Economic & Non-affiliated 265,950.62 1-2 years 3.23 Technical Development Zone Xu Lihua Non-affiliated 215,000.00 Less than 1 year 2.61 Total 2,662,950.62 32.37 (8) There was no amount of other accounts receivable due from related companies at the end of the period. (9) There is no other accounts receivable being ended reorganization or being negotiated during the reporting period. 3 Long-term equity investments (1) Details of long-term equity investments Provision for Cash dividend of Calculatio Sharehold Voting right Provision for No. Name Initial cost Beginning balance Changes Ending balance impairment of the the current n method ing(%) (%) impairment current period period Dalian Bingshan – P&A Recreation Equity 1 1,034,675.00 2,880,469.82 -236,957.37 2,643,512.45 50 50 Development method Engineering Co., Ltd. Dalian Jiale Vending Equity 2 Machine Operation 18,750,000.00 14,561,156.38 -150,944.10 14,410,212.28 50 50 method Co., Ltd. Dalian Bingshan Equity 3 Group Import & 1,200,000.00 10,528,793.37 1,095,725.94 11,624,519.31 24 24 method Export Co. , Ltd. Dalian Grand Ocean Thermo King Equity 4 Transport 2,871,708.00 3,457,718.84 -236,660.09 3,221,058.75 40 40 method Refrigeration Engineering Co., Ltd Dalian Sanyo Equity 5 85,416,929.20 105,676,566.88 41,071,100.35 146,747,667.23 40 40 4,800,000.00 Refrigeration Co., Ltd. method Dalian Honjo Equity 6 3,908,911.50 9,259,232.78 -369,612.69 8,889,620.09 30 30 1,073,918.58 Chemical Co., Ltd. method Dalian Sanyo Cold- Equity 7 134,658,753.75 210,145,798.94 2,957,088.27 213,102,887.21 40 40 8,000,000.00 chain Co., Ltd method Grand Ocean-showa Equity 8 Auto Air Conditioning 24,402,234.58 42,845,542.95 7,669,105.73 50,514,648.68 20 20 method (Dalian) Co., Ltd. Dalian Sanyo Equity 9 176,953,841.88 319,147,751.40 2,328,875.46 321,476,626.86 40 40 16,000,000.00 Compressor Co., Ltd. method 60 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report Provision for Cash dividend of Calculatio Sharehold Voting right Provision for No. Name Initial cost Beginning balance Changes Ending balance impairment of the the current n method ing(%) (%) impairment current period period Dalian Sanyo Meica Equity 10 9,649,590.00 27,081,570.31 650,275.22 27,731,845.53 30 30 600,000.00 Electronics Co., Ltd. method Dalian Sanyo Home Equity 11 19,666,212.00 11,694,400.00 11,694,400.00 10.91 10.91 11,694,400.00 Appliance Co., Ltd. method Beijing Huashang Bingshan Refrigeration Equity 12 490,000.00 794,216.13 30,430.07 824,646.20 49 49 and Air-conditioning method Machinery Co., Ltd. Dalian Bingshan H2O3 Equity 13 Environmental 2,731,377.50 505,268.76 -505,268.76 method Solution Co. , Ltd. Dalian Fuji Bingshan Equity 14 Vending Machine Co., 66,416,364.00 59,054,700.59 5,080,150.27 64,134,850.86 49 49 method Ltd. Daliian Sanyo High- Equity 15 Efficient Refrigeration 20,000,000.00 24,103,483.12 -1,858,048.93 22,245,434.19 25 25 1,250,000.00 method System Co., Ltd. Zibo Electric Traction Cost 16 420,000.00 420,000.00 420,000.00 0.76 0.76 420,000.00 Machine Co., Ltd. method Liaoning Mec Group Cost 17 1,020,000.00 1,020,000.00 1,020,000.00 3.57 3.57 Co., Ltd. method Guotai Junan Cost 18 30,098,895.00 30,098,895.00 30,098,895.00 0.49 0.49 1,582,164.89 Securities Co., Ltd. method Guotai Junan Cost 19 Investment 3,057,316.00 3,057,316.00 3,057,316.00 0.22 0.22 2,688,605.91 method Management Co., Ltd. Thermo King Container Temperature Cost 20 11,207,806.00 11,207,806.00 11,207,806.00 17.8 17.8 Control (Suzhou) Co., method Ltd. Liaoning Enterprises Cost 21 105,000.00 105,000.00 105,000.00 4.2 4.2 105,000.00 UnitedIndustryCo.,Ltd. method Dalian Bingshan Cost 22 Group Materials 250,000.00 250,000.00 250,000.00 5 5 method Trading Co., Ltd. Shenyang Sanyo Air- Cost 23 34,098,618.72 34,098,618.72 34,098,618.72 10 10 9,620,025.72 conditioner Co., Ltd. method Dalian Bingshan Cost 24 Group Refrigeration 20,036,841.62 20,036,841.62 20,036,841.62 100 100 method Installation Co., Ltd. Dalian Bingshan Cost 25 16,200,000.00 16,200,000.00 16,200,000.00 90 90 Group Sales Company method 61 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report Provision for Cash dividend of Calculatio Sharehold Voting right Provision for No. Name Initial cost Beginning balance Changes Ending balance impairment of the the current n method ing(%) (%) impairment current period period Dalian Bingshan Metal Cost 26 12,501,344.60 12,501,344.60 12,501,344.60 64.25 64.25 Processing Co., Ltd. method Dalian Bingshan Air- Cost 27 Conditioning 36,506,570.00 36,506,570.00 36,506,570.00 70 70 2,450,000.00 method Equipment Co., Ltd. Dalian Bingshan Cost 28 Guardian Automation 1,522,117.80 1,522,117.80 1,522,117.80 60 60 1,537,220.05 method Co., Ltd. Dalian Bingshan Ryosetsu Quick Cost 29 5,745,097.40 5,745,097.40 5,745,097.40 70 70 Freezing Equipment method Co., Ltd. Wuhan New World Cost 30 Refrigeration Industrial 17,980,400.00 17,980,400.00 17,980,400.00 51 51 2,550,000.00 method Co., Ltd. Wuhan New World Refrigeration Air Cost 31 400,000.00 400,000.00 400,000.00 5 100 Conditioner method Engineering Co., Ltd. Dalian Daleng Metal Cost 32 20,000,000.00 20,000,000.00 20,000,000.00 100 100 Technology Co., Ltd. method Total 779,300,604.55 1,052,886,677.41 57,525,259.37 1,110,411,936.78 26,110,196.52 38,261,138.63 (2)Listed with kinds of long term investment: Item 30-06-2012 31-12-2011 Subsidiaries 130,892,371.42 130,892,371.42 Associates 882,208,204.91 824,295,044.07 Joint venture 17,053,724.73 17,441,626.20 Other long-term equity investments 80,257,635.72 80,257,635.72 Total 1,110,411,936.78 1,052,886,677.41 Less: Provision for impairment of 26,110,196.52 26,110,196.52 long-term equity investments Net 1,084,301,740.26 1,026,776,480.89 (3) Provision for impairment on long-term equity investment Name of invested company 30-06-2012 31-12-2011 Guotai Junan Securities Co., Ltd. 1,582,164.89 1,582,164.89 Guotai Junan Investment Management Co., Ltd. 2,688,605.91 2,688,605.91 Liaoning Enterprises United Industry Co., Ltd. 105,000.00 105,000.00 Shenyang Sanyo Air Conditioner Co., Ltd. 9,620,025.72 9,620,025.72 Dalian Sanyo Home Appliance Co., Ltd. 11,694,400.00 11,694,400.00 Zibo Electric Traction Machine Co., Ltd. 420,000.00 420,000.00 Total 26,110,196.52 26,110,196.52 62 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report 4 Revenue and cost of sales (1)Business income and cost Items 2012.01-06 2011.01-06 Operating income 505,055,917.77 638,661,382.66 Key business income 493,081,985.13 623,794,929.86 Other business income 11,973,932.64 14,866,452.80 Operating cost 410,724,964.56 538,378,671.32 Key business cost 398,810,722.34 524,346,961.48 Other business cost 11,914,242.22 14,031,709.84 (2) Key business(type) 2012.01-06 2011.01-06 Name of type Revenue Cost Revenue Cost Manufacturing 493,081,985.13 398,810,722.34 623,794,929.86 524,346,961.48 (3) Key business(product) 2012.01-06 2011.01-06 Name of product Revenue Cost Revenue Cost Refrigeration 493,081,985.13 398,810,722.34 623,794,929.86 524,346,961.48 equipments (4) Key business (region) 2012.01-06 2011.01-06 Name of region Revenue Cost Revenue Cost North-east of 493,081,985.13 398,810,722.34 623,794,929.86 524,346,961.48 China (5) Top five customers Percentage of total Name Revenue business income (%) Dalian Bingshan Group Import & Export Co., Ltd. 58,165,722.50 11.52 COFCO Meat (Jiangsu) Co., Ltd. 23,800,605.98 4.71 Zhengzhou Synear Foodstuff Co., Ltd. 17,112,190.60 3.39 Huanghai Shipbuilding Co., Ltd. of Shandong Province 17,078,550.26 3.38 COFCO Meat (Suqian) Co., Ltd. 9,921,932.48 1.96 Total 126,079,001.82 24.96 5 Gain/ (loss) from investments (1) Categery Item 2012.01-06 2011.01-06 Gain arising from dividends of subsidiaries 6,537,220.05 10,864,126.72 Long-term equity investment income accounted for by using the equity method 44,944,226.71 35,342,590.94 Investment income due to disposal of the equity of associated company 26,001.99 49,768,242.00 Total 51,507,448.75 95,974,959.66 63 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report (2) Gain arising from dividends of subsidiaries Name of invested company 2012.01-06 2011.01-06 Reason of changes Guotai Junan Securities Co., Ltd. 3,009,889.50 No distributed dividend Dalian Bingshan Air-Conditioning Equipment Co., Ltd. 2,450,000.00 1,050,000.00 More distributed dividend Dalian Bingshan Guardian Automation Co., Ltd. 1,537,220.05 1,704,237.22 Less distributed dividend Wuhan New World Refrigeration Industrial Co., Ltd. 2,550,000.00 5,100,000.00 Less distributed dividend Total 6,537,220.05 10,864,126.72 (3) Long-term equity investment income accounted for by using the equity method Name of invested company 2012.01-06 2011.01-06 Reason of changes Dalian Sanyo Refrigeration Co., Ltd. 1,060,880.35 2,158,424.61 Decrease of operating income Dalian Sanyo Cold-chain Co., Ltd 10,957,088.27 9,506,908.21 Increase of business profit Grand Ocean-showa Auto Air Conditioning (Dalian) Co., Ltd. 7,669,105.73 6,870,056.64 Increase of business profit Dalian Sanyo Compressor Co., Ltd. 18,328,875.46 23,641,535.89 Decrease of operating income Dalian Bingshan Group Import & Export Co., Ltd. 1,095,725.94 604,760.26 Increase of business profit Dalian Grand Ocean Thermo King Transport Refrigeration -236,660.09 -338,998.05 Increase of business profit Engineering Co., Ltd Dalian Honjo Chemical Co., Ltd. 704,305.89 423,931.10 Increase of business profit Dalian Sanyo Meica Electronics Co., Ltd. 1,250,275.22 1,534,049.64 Decrease of operating income Dalian Sanyo Air-conditioner Co., Ltd. -8,014,452.98 Equity transferred Dalian Sanyo Home Appliance Co., Ltd. -3,585,762.21 In the process of liquidation Beijing Huashang Bingshan Refrigeration and Air-conditioning 30,430.07 -212,500.95 Increase of business profit Machinery Co., Ltd. Dalian Fuji Bingshan Vending Machine Co., Ltd. 5,080,150.27 2,091,301.35 Increase of business profit Daliian Sanyo High-Efficient Refrigeration System Co., Ltd. -608,048.93 1,100,307.66 Decrease of operating income Dalian Bingshan – P&A Recreation Development Engineering -236,957.37 -182,263.76 Decrease of operating income Co., Ltd. Dalian Jiale Vending Machine Operation Co., Ltd. -150,944.10 -254,706.47 Increase of business profit Total 44,944,226.71 35,342,590.94 (4)There was no severe constrict on the collection of the investment earnings. 6、Supplementary information of cash flow statement Supplementary information 2012.01-06 2011.01-06 1. Reconciliation from the net profit to the cash flows from operating activities Net profit 65,100,553.12 96,599,744.96 Add: Provisions for assets impairment 7,563,076.64 10,388,939.23 Depreciation of fixed assets 10,113,983.87 10,379,575.86 Amortization of intangible assets 1,270,594.62 1,287,101.72 Amortization of long-term deferred expenses 60,473.82 60,473.82 Losses on disposal of fixed assets, intangible assets and other long- -8,537.51 term assets (gains, -) Losses on scrapping of fixed assets (gains, -) 321.27 Losses on variation of fair value (gains, -) Finance expenses (income, -) 92,165.31 1,536,457.49 64 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report Investment losses (gains, -) -51,507,448.75 -95,974,959.66 Decrease in deferred tax assets (increase, -) -1,890,769.16 -2,112,770.92 Increase in deferred tax liabilities (decrease, -) 8,367,975.00 Decrease in inventory (increase, -) 45,350,870.65 40,943,492.85 Decrease in operating receivables (increase, -) -48,212,493.64 -82,293,859.24 Increase in operating payables (decrease, -) -128,596,217.47 89,995,516.35 Others Net cash flows from operating activities -100,654,889.72 79,169,149.95 2. Investing and financing activities that do not involve cash receipts and payments Conversion of debt into capital Convertible bonds to be expired within one year Fixed assets under finance lease 3. Net increase in cash and cash equivalents Cash at the end of the period 389,182,297.39 502,041,279.72 Less: Cash at the beginning of the period 585,557,597.61 373,620,785.42 Plus: Cash equivalents at the end of the period Less: Cash equivalents at the beginning of the period Net increase in cash and cash equivalents -196,375,300.22 128,420,494.30 (2) Cash and cash equivalents Item 2012.01-06 2011.01-06 1.Cash 389,182,297.39 585,557,597.61 Including: cash on hand 16,523.03 29,443.74 Bank deposits that can be used for payment whenever necessary 389,165,774.36 585,528,153.87 Other monetary capital that can be used for payment whenever necessary 2.cash equivalents Including: Bonds mature within 3 months 3.Balance of cash and cash equivalents at the end of the year 389,182,297.39 585,557,597.61 Including: Cash or cash equivalents which was restricted in use of the Company and subsidiaries in the group 65 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report Ⅻ. Other supplementary Information 1 Non-recurring profits and losses Non-recurring gains and losses item 2012.01-06 2011.01-06 1. Gain/loss from disposal of non-current assets -178,586.55 49,838,201.53 2.Tax return or exemption exceeding authority or without formal authorization documents 3.Governmental subsidy written into current gains and losses 10,500.00 2,755,500.00 4. Interest from non-financial enterprises written into current gains and losses 5.Gains/Losses on debt restructuring 6.Reversal of provision for impairment of long-term assets 7. Investment income due to disposal of the available-for-sale financial assets 8. Other net income and expense from non-operation 4,541,677.98 989,103.03 Total 4,373,591.43 53,582,804.56 Less:Affected amount of income tax from non-recurring gains and 1,038,778.19 13,322,076.47 losses Non-recurring gains and losses, net 3,334,813.24 40,260,728.09 Included: Attributable to minority interest 218,761.87 299,623.61 Attributable to parent company 3,116,051.37 39,961,104.48 2 Earnings per share The weighted EPS Item average ROE (%) Basic EPS Diluted EPS Net profit attributable to the Company’s ordinary 3.81 0.19 0.19 shareholders Net profit attributable to the Company’s ordinary shareholders after deducting non-recurring gains and 3.63 0.18 0.18 losses 66 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report ⅩⅢ、Details and reasons for the special change of the financial statements items 1、The special change items of balance sheet Change Ratio Items of balance sheet 2012.06.30 2011.12.31 Reasons (%) Decrease of monetary fund received in cargo account settlement; increase Monetary funds 441,824,449.34 690,377,489.30 -36.00 of investment; increase of purchasing fixed assets. Increase of cargo account paid with Notes receivable 30,550,561.32 61,349,222.44 -50.20 notes in the report period Mainly due to increase of prepaid cargo account for relocation and Account paid in advance 70,441,258.42 45,740,166.61 54.00 reconstruction of the foundry workshop. Mainly due to increase of undue Dividend receivable 14,225,000.00 27,875.00 50931.39 receivable dividend. Mainly due to decrease of purchase Notes payable 74,738,983.60 140,955,686.44 -46.98 amount Payment of the bonus pre-drawn in Employee’s compensation payable 37,044,131.80 53,629,466.31 -30.93 the end of 2011 in this report period. Amortization of incomes in the report Other current liabilities 849,550.50 1,699,101.00 -50.00 period. 2、The special change items of income statement Change Ratio Items of income statement 2012.01-06 2011.01-06 Reasons (%) Financial expense Increase of term deposits in the report period, -2,517,029.63 1,388,315.87 -281.30 leading to increase of interest. Gain/(loss) from investment Mainly due to the associated company's equity 44,970,228.70 88,120,722.44 -48.97 sold out in 2011. Mainly due to the associated company's equity Income tax 3,632,415.19 17,136,843.41 -78.80 sold out in 2011, leading to increase of the expense of income tax in this period. Mainly due to the associated company's equity sold out in 2011, leading to significantly Net profit 68,824,074.81 101,373,885.20 -32.11 increase of the return on investment in that period. 67 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report §9 Reference Documents 1. The original copy of the semi-annual report bearing the signature and seal of the legal representative. 2. The accounting statements bearing the signatures and seals of the legal representative, the financial majordomo and the accountants in charge. 3. The original copies of all the Company's documents and the original copies of the bulletins published on the newspapers designated by the China Securities Regulatory Commission in the report period. Board of Directors of Dalian Refrigeration Company Limited August 20, 2012 68 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report CONSOLIDATED BALANCE SHEET Prepared by Dalian Refrigeration Company Limited 30 June 2012 Unit: RMB Yuan Items Ending balance Beginning Balance Consolidation Parent company Consolidation Parent company Current Assets: Monetary funds 441,824,449.34 389,182,297.39 690,377,489.30 594,857,597.61 Transaction financial asset Notes receivable 30,550,561.32 16,438,591.16 61,349,222.44 51,237,973.23 Account receivable 437,921,310.77 236,019,179.35 352,272,297.80 185,606,613.36 Account paid in advance 70,441,258.42 39,218,855.83 45,740,166.61 16,322,595.52 Dividend receivable 14,225,000.00 19,225,000.00 27,875.00 2,550,000.00 Other account receivable 17,675,622.37 7,624,671.81 15,337,832.91 5,484,699.04 Financial assets purchased under agreements to resell Inventories 338,590,881.92 157,768,961.41 424,394,356.21 203,119,832.06 Non-current assets due within 1 year Other current assets Total current assets 1,351,229,084.14 865,477,556.95 1,589,499,240.27 1,059,179,310.82 Non-current assets: Available for sale financial assets Held to maturity investments Long-term account receivable Long-term equity investment 954,724,511.34 1,084,301,740.26 897,199,251.97 1,026,776,480.89 Investing property Fixed asset 340,320,278.14 173,290,716.35 345,637,807.19 174,783,093.86 Project in construction 40,164,684.16 28,581,155.19 34,202,656.33 26,480,045.35 Engineering material Fixed asset disposal Bearer biological asset Oil assets Intangible assets 166,848,239.96 98,838,288.42 168,752,848.07 100,108,883.04 Development expense Goodwill Long-term expense to be 3,050,757.78 2,670,926.75 3,119,996.94 2,731,400.57 apportioned Deferred tax assets 17,799,659.99 11,770,307.94 15,249,120.50 9,879,538.78 Other non-current assets Total non-current assets 1,522,908,131.37 1,399,453,134.91 1,464,161,681.00 1,340,759,442.49 Total assets 2,874,137,215.51 2,264,930,691.86 3,053,660,921.27 2,399,938,753.31 69 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report CONSOLIDATED BALANCE SHEET (CONTINUED) Prepared by Dalian Refrigeration Company Limited 30 June 2012 Unit: RMB Yuan Items Ending balance Beginning Balance Consolidation Parent company Consolidation Parent company Current liabilities: Short-term borrowings 13,000,000.00 13,000,000.00 Transaction financial liabilities Notes payable 74,738,983.60 45,600,000.00 140,955,686.44 114,926,347.95 Account payable 491,705,054.91 328,340,264.84 484,167,682.03 319,035,202.48 Account received in advance 258,165,205.62 125,878,255.03 357,134,809.60 176,699,547.11 Employee’s compensation payable 37,044,131.80 7,340,482.24 53,629,466.31 22,616,177.81 Tax payable 15,668,176.90 9,279,930.13 19,008,551.29 14,406,741.42 Dividend payable 4,033,156.00 533,156.00 3,783,156.00 533,156.00 Other account payable 41,355,215.75 34,574,354.45 49,336,938.85 48,687,496.38 Non-current liabilities due within 1 year Other current liabilities 849,550.50 292,550.50 1,699,101.00 585,101.00 Total current liabilities 936,559,475.08 551,838,993.19 1,122,715,391.52 697,489,770.15 Non-current liabilities: Long-term borrowings Debentures payable Long-term payables Specific purpose account payables Provisions for contingent liabilities Deferred tax liabilities Other non-current liabilities 82,757,663.39 33,741,661.39 84,713,255.75 35,697,252.75 Total non-current liabilities 82,757,663.39 33,741,661.39 84,713,255.75 35,697,252.75 Total liabilities 1,019,317,138.47 585,580,654.58 1,207,428,647.27 733,187,022.90 Owner’s equity Share capital 350,014,975.00 350,014,975.00 350,014,975.00 350,014,975.00 Capital surplus 586,837,221.82 585,608,294.20 586,837,221.82 585,608,294.20 Less: Treasury Stock Reserved fund 458,998,713.57 458,998,713.57 445,492,052.28 445,492,052.28 Retained earnings 364,387,162.47 284,728,054.51 366,477,854.72 285,636,408.93 Foreign exchange difference Total owners' equity attributable to 1,760,238,072.86 1,679,350,037.28 1,748,822,103.82 1,666,751,730.41 holding company Minority interest 94,582,004.18 97,410,170.18 Total owner’s equity 1,854,820,077.04 1,679,350,037.28 1,846,232,274.00 1,666,751,730.41 Total liabilities and owner’s equity 2,874,137,215.51 2,264,930,691.86 3,053,660,921.27 2,399,938,753.31 70 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report CONSOLIDATED INCOME STATEMENT Prepared by Dalian Refrigeration Company Limited 2012.01-06 Unit: RMB Yuan Items 2012.01-06 2011.01-06 Consolidation Parent company Consolidation Parent company I. Total sales 851,218,300.53 505,055,917.77 947,894,622.28 638,661,382.66 Including: Operating income 851,218,300.53 505,055,917.77 947,894,622.28 638,661,382.66 II. Total operating cost 830,037,679.82 494,695,199.14 922,596,452.46 627,343,017.40 Including: Operating cost 676,485,145.01 410,724,964.56 769,799,892.96 538,378,671.32 Taxes and associate charges 6,805,514.00 3,492,433.19 6,186,373.64 4,157,740.66 Selling and distribution expenses 47,194,900.23 23,645,801.67 45,768,200.68 23,199,346.74 Administrative expenses 88,125,363.34 52,352,128.39 87,783,419.66 50,537,300.73 Financial expense -2,517,029.63 -3,083,205.31 1,388,315.87 681,018.72 Impairment loss 13,943,786.87 7,563,076.64 11,670,249.65 10,388,939.23 Add: gain from change in fair value Gain/(loss) from investment 44,970,228.70 51,507,448.75 88,120,722.44 95,974,959.66 Including: income form investment on affiliated enterprise and jointly 44,944,226.71 44,944,226.71 35,342,590.94 35,342,590.94 enterprise Foreign exchange difference III. Operating profit 66,150,849.41 61,868,167.38 113,418,892.26 107,293,324.92 Add: non-business income 6,565,830.48 5,242,716.25 5,367,780.73 3,901,563.72 Less: non-business expense 260,189.89 321.27 275,944.38 220,888.98 Including: loss from non-current 202,086.55 321.27 29,234.67 16,852.42 asset disposal IV. Total profit 72,456,490.00 67,110,562.36 118,510,728.61 110,973,999.66 Less: Income tax 3,632,415.19 2,010,009.24 17,136,843.41 14,374,254.70 V. Net profit 68,824,074.81 65,100,553.12 101,373,885.20 96,599,744.96 Net profit attributable to parent 66,392,427.44 65,100,553.12 95,488,392.56 96,599,744.96 company Minority shareholders’ gains and 2,431,647.37 5,885,492.64 losses VI. Earnings per share -- -- (I) basic earnings per share 0.19 0.27 (II) diluted earnings per share 0.19 0.27 Ⅶ. Other comprehensive income 28,103,925.00 28,103,925.00 Ⅷ. Total comprehensive income 68,824,074.81 65,100,553.12 129,477,810.20 124,703,669.96 Total comprehensive income 66,392,427.44 65,100,553.12 123,592,317.56 124,703,669.96 attributable to parent company Total comprehensive income 2,431,647.37 5,885,492.64 attributable to minority shareholders 71 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report CONSOLIDATED CASH FLOW STATEMENT Prepared by Dalian Refrigeration Company Limited 2012.01-06 Unit: RMB Yuan Items 2012.01-06 2011.01-06 Consolidation Parent company Consolidation Parent company 1. Cash flows arising from operating activities: Cash received from sales of goods or rending of services 610,935,011.88 358,969,357.54 851,665,064.33 544,693,583.03 Refund of tax and fare received Other cash received relating to operating activities 16,063,125.43 12,118,081.11 15,459,958.35 10,404,109.48 Sub-total of cash inflows 626,998,137.31 371,087,438.65 867,125,022.68 555,097,692.51 Cash paid for goods and services 488,730,718.32 317,344,034.68 534,625,960.59 337,781,384.62 Cash paid to and on behalf of employees 131,990,555.94 80,846,375.01 119,988,099.63 71,462,444.11 Tax and fare paid 79,873,144.61 52,112,455.99 55,853,826.61 35,662,947.71 Other cash paid relating to operating activities 54,039,238.49 21,439,462.69 65,987,160.29 31,021,766.12 Sub-total of cash outflows 754,633,657.36 471,742,328.37 776,455,047.12 475,928,542.56 Net cash flow from operating activities -127,635,520.05 -100,654,889.72 90,669,975.56 79,169,149.95 2. Cash Flows arising from Investment Activities: Cash received from return of investments 579,183.60 579,183.60 6,313,174.25 6,313,174.25 Cash received from investment income 17,526,793.58 21,586,138.63 108,609,764.60 110,286,126.82 Net cash received from disposal of fixed assets, 47,186.00 169,484.45 63,504.45 intangible assets and other long-term assets Proceeds from sale of subsidiaries and other operating units Other cash received relating to investment activities 2,755,500.00 2,755,500.00 Sub-total of cash inflows 18,153,163.18 22,165,322.23 117,847,923.30 119,418,305.52 Cash paid for acquiring fixed assets, intangible assets 27,997,185.63 20,573,308.86 14,950,489.68 10,733,774.62 and other long-term assets Cash paid for acquiring investments 44,810,220.00 44,810,220.00 7,897,000.00 7,897,000.00 Other cash paid relating to investment activities Sub-total of cash outflows 72,807,405.63 65,383,528.86 22,847,489.68 18,630,774.62 Net cash flow from investing activities -54,654,242.45 -43,218,206.63 95,000,433.62 100,787,530.90 3. Cash Flows arising from Financing Activities: Cash received from absorbing investment Cash received from borrowings 4,000,000.00 3,610,000.00 Other proceeds relating to financing activities Sub-total of cash inflows 4,000,000.00 3,610,000.00 Cash paid for settling debt 3,000,000.00 52,110,000.00 50,000,000.00 Cash paid for distribution of dividends or profit or 57,895,300.95 52,502,246.25 3,162,738.77 1,536,457.49 reimbursing interest Including: Cash paid for distribution of dividends or profit to minority shareholders by shareholding 4,772,524.03 1,136,158.14 companies Other cash payments relating to financing activities 70,927.69 161,150.43 Sub-total of cash outflows 60,966,228.64 52,502,246.25 55,433,889.20 51,536,457.49 Net cash flow from financing activities -56,966,228.64 -52,502,246.25 -51,823,889.20 -51,536,457.49 4. Influence on cash due to fluctuation in exchange rate 2,951.18 42.38 -63,582.21 270.94 5. Increase in cash and cash equivalents -239,253,039.96 -196,375,300.22 133,782,937.77 128,420,494.30 Add : Cash and cash equivalents at year-begin 681,077,489.30 585,557,597.61 491,775,575.71 373,620,785.42 6.Cash and cash equivalents at the end of the year 441,824,449.34 389,182,297.39 625,558,513.48 502,041,279.72 72 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report CONSOLIDATED STATEMENT OF CHANGES IN OWNERS’ EQUITY Prepared by Dalian Refrigeration Company Limited 2012.01-06 Unit: RMB Yuan 2012.01-06 Owners’ equity attributable to parent company Items Minority Total of Lessen: General share capital Capital suplus treasury Surplus reserve risk Retained profits Others equity owners’ equity stock reserve I. balance at the end of last 350,014,975.00 586,837,221.82 445,492,052.28 366,477,854.72 97,410,170.18 1,846,232,274.00 year 1. Change of accounting policy 2. Correction of errors in previous period II. Balance at the beginning of 350,014,975.00 586,837,221.82 445,492,052.28 366,477,854.72 97,410,170.18 1,846,232,274.00 this year III. Increase/ decrease of amount in this year (“-” 13,506,661.29 -2,090,692.25 -2,828,166.00 8,587,803.04 means decrease) (I) Net profit 66,392,427.44 2,431,647.37 68,824,074.81 (II) Other comprehensive income Subtotal of (I)and (II) 66,392,427.44 2,431,647.37 68,824,074.81 (III) Input an reduced capital of owners 1. Input capital of owners 2.Amount of Shares included in the owners’ equity 3. Others (IV) Profit distribution 13,506,661.29 -68,483,119.69 -5,259,813.37 -60,236,271.77 1. Withdrawing surplus 13,506,661.29 -13,506,661.29 public reserve 2. Withdrawing general risk reserve 3. Distribution to all owners -52,502,246.25 -5,259,813.37 -57,762,059.62 (shareholders) 4. Others -2,474,212.15 -2,474,212.15 (V)Internal carrying forward of owners’ equity 1. New increase of capital (share capital) from capital reserves 2. Convert surplus reserves to capital(share capital) 3. Surplus reserves make up losses 4. Others IV. Balance at the end of this 350,014,975.00 586,837,221.82 458,998,713.57 364,387,162.47 94,582,004.18 1,854,820,077.04 period 73 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report 2011.01-12 Owners’ equity attributable to parent company Items Minority Total of Lessen: General share capital Capital surplus treasury Surplus reserve risk Retained profits Others equity owners’ equity stock reserve I. balance at the end of last 350,014,975.00 590,783,185.25 421,079,823.34 364,217,259.03 92,389,404.73 1,818,484,647.35 year 1. Change of accounting policy 2. Correction of errors in previous period II. balance at the beginning of 350,014,975.00 590,783,185.25 421,079,823.34 364,217,259.03 92,389,404.73 1,818,484,647.35 this year III. Increase/ decrease of amount in this year (“-” -3,945,963.43 24,412,228.94 2,260,595.69 5,020,765.45 27,747,626.65 means decrease) (I) Net profit 81,621,060.33 11,839,578.09 93,460,638.42 (II) Other comprehensive -3,945,963.43 -3,945,963.43 income Subtotal of (I)and (II) -3,945,963.43 81,621,060.33 11,839,578.09 89,514,674.99 (III) Input an reduced capital of owners 1. Input capital of owners 2.Amount of Shares included in the owners’ equity 3. Others (IV) Profit distribution 24,412,228.94 -79,360,464.64 -6,818,812.64 -61,767,048.34 1. Withdrawing surplus 24,412,228.94 -24,412,228.94 public reserve 2. Withdrawing general risk reserve 3. Distribution to all owners -52,502,246.25 -6,818,812.64 -59,321,058.89 (shareholders) 4. Others -2,445,989.45 -2,445,989.45 (V)Internal carrying forward of owners’ equity 1. New increase of capital (share capital) from capital reserves 2. Convert surplus reserves to capital(share capital) 3. Surplus reserves make up losses 4. Others IV. Balance at the end of this 350,014,975.00 586,837,221.82 445,492,052.28 366,477,854.72 97,410,170.18 1,846,232,274.00 period 74 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report STATEMENT OF CHANGES IN OWNERS’ EQUITY Prepared by Dalian Refrigeration Company Limited 2012.01-06 Unit: RMB Yuan 2012.01-06 Items Total of owners’ Lessen: treasury equity share capital Capital surplus Surplus reserve Retained profits stock I. balance at the end of last 350,014,975.00 585,608,294.20 445,492,052.28 285,636,408.93 1,666,751,730.41 year 1. Change of accounting policy 2. Correction of errors in previous period II. balance at the beginning of 350,014,975.00 585,608,294.20 445,492,052.28 285,636,408.93 1,666,751,730.41 this year III. Increase/ decrease of amount in this year (“-” 13,506,661.29 -908,354.42 12,598,306.87 means decrease) (I) Net profit 65,100,553.12 65,100,553.12 (II) Other comprehensive income Subtotal of (I)and (II) 65,100,553.12 65,100,553.12 (III) Input an reduced capital of owners 1. Input capital of owners 2.Amount of Shares included in the owners’ equity 3. Others (IV) Profit distribution 13,506,661.29 -66,008,907.54 -52,502,246.25 1. Withdrawing surplus 13,506,661.29 -13,506,661.29 public reserve 2. Withdrawing general risk reserve 3. Distribution to all owners -52,502,246.25 -52,502,246.25 (shareholders) 4. Others (V)Internal carrying forward of owners’ equity 1. New increase of capital (share capital) from capital reserves 2. Convert surplus reserves to capital(share capital) 3. Surplus reserves make up losses 4. Others IV. Balance at the end of this 350,014,975.00 585,608,294.20 458,998,713.57 284,728,054.51 1,679,350,037.28 period 75 Dalian Refrigeration Co., Ltd. 2012 Semiannual Report 2011.01-12 Items Total of owners’ Lessen: treasury equity share capital Capital surplus Surplus reserve Retained profits stock I. balance at the end of last 350,014,975.00 589,554,257.63 421,079,823.34 295,017,577.69 1,655,666,633.66 year 1. Change of accounting policy 2. Correction of errors in previous period II. balance at the beginning of 350,014,975.00 589,554,257.63 421,079,823.34 295,017,577.69 1,655,666,633.66 this year III. Increase/ decrease of amount in this year (“-” -3,945,963.43 24,412,228.94 -9,381,168.76 11,085,096.75 means decrease) (I) Net profit 67,533,306.43 67,533,306.43 (II) Other comprehensive -3,945,963.43 -3,945,963.43 income Subtotal of (I)and (II) -3,945,963.43 67,533,306.43 63,587,343 (III) Input an reduced capital of owners 1. Input capital of owners 2.Amount of Shares included in the owners’ equity 3. Others (IV) Profit distribution 24,412,228.94 -76,914,475.19 -52,502,246.25 1. Withdrawing surplus 24,412,228.94 -24,412,228.94 public reserve 2. Withdrawing general risk reserve 3. Distribution to all owners -52,502,246.25 -52,502,246.25 (shareholders) 4. Others (V)Internal carrying forward of owners’ equity 1. New increase of capital (share capital) from capital reserves 2. Convert surplus reserves to capital(share capital) 3. Surplus reserves make up losses 4. Others IV. Balance at the end of this 350,014,975.00 585,608,294.20 445,492,052.28 285,636,408.93 1,666,751,730.41 period 76