DALIAN REFRIGERATION CO., LTD. QUARTERLY REPORT FOR THIRD QUARTER, 2012 §1 Important Notes 1.1 The directors and the Board of Directors, the supervisors and the Supervisory Board, and Senior staff members of Dalian Refrigeration Co., Ltd. (hereinafter referred to as the Company) hereby confirm that there are no any important omissions, fictitious statements or serious misleading carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completeness of the whole contents. 1.2 The Company’s quarterly financial report has not been audited. 1.3 Chairman of the Board of Directors of the Company Mr. Zhang He, Financial Majordomo and the head of Accounting Department Ms. Xu Junrao hereby confirm that the financial report of the quarterly report is true and complete. 1.4 This report is written respectively in Chinese and in English. In the event of any discrepancy between the two above-mentioned versions, the Chinese version shall prevail. §2 Company Profile 2.1 Major accounting data and financial indexes Is there any traceable adjustment to the financial statements for the previous report period? □ Yes √ No □ N/A Increase/decrease over 2012.9.30 2011.12.31 2011.12.31(%) Total assets 2,946,604,767.10 3,053,660,921.27 -3.51% Shareholder’s equity attributable to 1,785,584,485.08 1,748,822,103.82 2.10% parent company Share capital 350,014,975.00 350,014,975.00 0.00% Net assets per share attributable to 5.10 5.00 2.00% parent company Increase/decrease Increase/decrease 2012.7-9 2012.1-9 over 2011.7-9(%) over 2011.1-9(%) Total operating income 357,894,945.23 -26.46% 1,209,113,245.76 -15.71% Net profit attributable to parent 25,346,412.22 28.08% 91,738,839.66 -20.42% company Net cash generated from operating - - -50,566,652.58 -156.83% activities Net cash per share generated from - - -0.14 -156.00% operating activities Basic earnings per share 0.07 16.67% 0.26 -21.21% Diluted earnings per share 0.07 16.67% 0.26 -21.21% Increase 0.30 Decrease 1.30 Return on equity 1.42% 5.23% percentage points percentage points ROE after deducting non-recurring Increase 0.44 Increase 0.93 1.42% 5.05% gains/losses percentage points percentage points Amount from beginning of year Item of non-recurring gains and losses to the end of report period Profit and loss from disposal of non-current assets -312,194.94 Government subsidies which were included in the current profits and losses 10,500.00 Other non-operating incomes and expenses except the above mentioned 4,675,451.69 Minority equity interests effects -245,372.69 Income tax effects -1,031,650.94 Total 3,096,733.12 1 2.2 Total number and particulars of the shareholders by the end of the report period Total shareholders at the end of report period 40,272 Particulars about shares held by the top ten negotiable shareholders not subject to conditional sales EORP Name of shareholder Type (shares) Dalian Bingshan Group Co., Ltd. 57,641,762 A SANYO ELECTRIC CO LTD 35,001,500 B Nuoan Value Growth Securities Investment Fund 11,638,614 A Nuoan Growth Share Type Securities Investment Fund 7,762,048 A Guangda Securities Co., Ltd. 2,508,261 A Dalian Industrial Development Investment Company 1,622,250 A Jiantou Zhongxin Assets Management Co., Ltd. 1,575,000 A Jiangxi International Trust Co., Ltd. Fund Trust (Jinshi No. 93) 1,490,000 A Jiang Youchang 1,311,320 A Wang Zhi 1,105,232 B §3 Important Matters 3.1 Major changes in main financial items and indexes, and description of the cause √ Applicable □ Inapplicable 1. Notes receivable are conspicuously less than that at the beginning of year mainly due to increase in payment with notes within the report period. 2. Prepayment is conspicuously more than that at the beginning of year mainly due to increase in prepayment for transformation and relocation of Casting Business Department. 3. Dividends receivable are conspicuously more than that at the beginning of year mainly due to increase in unmatured dividends receivable. 4. Other receivables are conspicuously more than that at the beginning of year mainly due to increase in sales reserve. 5. Construction under progress is conspicuously more than that at the beginning of year mainly due to increase in expenditures from transformation and relocation of Casting Business Dept. 6. Notes payable are conspicuously less than that at the beginning of year mainly due to decrease in purchase amount. 7. Dividends payable are conspicuously less than that at the beginning of year mainly due to payment of matured dividends by the subsidiaries of the company. 8. Financial expenses are conspicuously less than that in the same period last year mainly due to increase in term deposits within the report period with more interest income. 9. The incomes from investment in consolidated and joint ventures are conspicuously more than that in the same period last year mainly due to increase in profits of consolidated and joint ventures. 10. Income tax expenses are conspicuously less than that in the same period last year mainly due to a great income from selling a consolidated company in 2011 and increase in taxable income amount. 11. The net amount of cash flow from business activities is conspicuously less than that in the same period last year mainly due to decrease in advances on sales from customers. 3.2 Analytic description of major matters, their influence and solutions □ Applicable √ Inapplicable 2 3.3 Undertaking matters for trial sales of state shares and implementation √ Applicable □Inapplicable Except the immature condition of being implementation for management share incentive scheme, Dalian Bingshan Group strictly perform the commitment in share reform. 3.4 Precautions on forecasting that by the beginning of year till the end of the next report period, the accumulated net profit may be turned into loss or change greatly compared with that in the same period of the last year, and description of the cause □ Applicable √ Inapplicable 3.5 Other important events 3.5.1 Securities investment □ Applicable √ Inapplicable 3.5.2 Derivatives investment □ Applicable √ Inapplicable 3.5.3 Table of investigation, communication, interview received Date of Way of Main content of Place of reception Guest received reception reception discussion Research fellow of Zhongxin Securities, July 12, 2012 Company’s office By telephone researcher of Noan Fund Aug. 22, 2012 Company’s office By telephone Research fellow of Taikang Life Insurance Information about Aug. 24, 2012 Company’s office By telephone Research fellow of Zhongxin Securities the fundamentals of Aug. 30, 2012 Company’s office By telephone Research fellow of Anxin Securities the Company that Field have been Sep. 11, 2012 Company’s office Research fellow of Guangfa Securities disclosed in public investigation Sep. 14, 2012 Company’s office By telephone Research fellow of Haitong Securities Sep. 24, 2012 Company’s office By telephone Research fellow of Zhongjin §4 Financial Report (attached) Not audited. Board of Directors of Dalian Refrigeration Co., Ltd. October 22, 2012 3 BALANCE SHEET Prepared by Dalian Refrigeration Co., Ltd. September 30, 2012 Unit: RMB September 30, 2012 Dec.31, 2011 Assets Consolidation Parent Company Consolidation Parent Company Current assets: Monetary funds 521,764,545.43 456,799,045.71 690,377,489.30 594,857,597.61 Transaction finance asset Notes receivable 38,906,132.62 23,936,971.12 61,349,222.44 51,237,973.23 Accounts receivable 414,529,184.84 208,725,385.30 352,272,297.80 185,606,613.36 Accounts in advance 68,416,077.24 33,221,060.36 45,740,166.61 16,322,595.52 Dividend receivable 7,825,000.00 8,436,887.50 27,875.00 2,550,000.00 Other receivables 19,983,536.92 7,490,731.95 15,337,832.91 5,484,699.04 Inventories 316,401,681.30 128,557,613.35 424,394,356.21 203,119,832.06 Non-current asset due within one year Other current assets Total current assets 1,387,826,158.35 867,167,695.29 1,589,499,240.27 1,059,179,310.82 Non-current assets: Finance asset held available for sales Held-to-maturity securities Long-term account receivable Long-term equity investment 977,368,097.27 1,106,945,326.19 897,199,251.97 1,026,776,480.89 Investment property Fixed assets 333,762,502.51 168,103,343.64 345,637,807.19 174,783,093.86 Construction in progress 60,835,300.89 44,461,419.11 34,202,656.33 26,480,045.35 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 165,854,165.87 98,230,578.66 168,752,848.07 100,108,883.04 Expense on Research and Development Goodwill Long-term expenses to be 3,016,138.20 2,640,689.84 3,119,996.94 2,731,400.57 apportioned Deferred income tax asset 17,942,404.01 11,770,307.94 15,249,120.50 9,879,538.78 Other non-current asset Total non-current asset 1,558,778,608.75 1,432,151,665.38 1,464,161,681.00 1,340,759,442.49 Total assets 2,946,604,767.10 2,299,319,360.67 3,053,660,921.27 2,399,938,753.31 4 BALANCE SHEET (CONTINUED) Liabilities and shareholders’ September 30, 2012 Dec.31, 2011 equity Consolidation Parent Company Consolidation Parent Company Current liabilities: Short-term loans 10,000,000.00 13,000,000.00 Transaction financial liabilities Notes payable 79,940,641.15 43,987,793.80 140,955,686.44 114,926,347.95 Accounts payable 493,285,439.90 305,825,823.81 484,167,682.03 319,035,202.48 Accounts received in advance 298,575,560.20 162,553,184.22 357,134,809.60 176,699,547.11 Wage payable 43,683,969.59 12,886,623.07 53,629,466.31 22,616,177.81 Taxes payable 13,401,958.53 6,118,071.57 19,008,551.29 14,406,741.42 Dividend payable 795,393.50 533,156.00 3,783,156.00 533,156.00 Other accounts payable 40,071,928.65 33,323,225.31 49,336,938.85 48,687,496.38 Non-current liabilities due within one year Other current liabilities 424,775.25 146,275.25 1,699,101.00 585,101.00 Total current liabilities 980,179,666.77 565,374,153.03 1,122,715,391.52 697,489,770.15 Non-current liabilities: Long-term loans Bonds payable Long-term account payable Special accounts payable Projected liabilities Deferred income tax liabilities Other non-current liabilities 82,757,664.39 33,741,661.39 84,713,255.75 35,697,252.75 Total non-current liabilities 82,757,664.39 33,741,661.39 84,713,255.75 35,697,252.75 Total liabilities 1,062,937,331.16 599,115,814.42 1,207,428,647.27 733,187,022.90 Shareholders’ equity Share capital 350,014,975.00 350,014,975.00 350,014,975.00 350,014,975.00 Capital public reserve 586,837,221.82 585,608,294.20 586,837,221.82 585,608,294.20 Surplus public reserve 458,998,713.57 458,998,713.57 445,492,052.28 445,492,052.28 Retained profit 389,733,574.69 305,581,563.48 366,477,854.72 285,636,408.93 Total owner’s equity attributable to 1,785,584,485.08 1,700,203,546.25 1,748,822,103.82 1,666,751,730.41 parent company Minority interests 98,082,950.86 97,410,170.18 Total owner’s equity 1,883,667,435.94 1,700,203,546.25 1,846,232,274.00 1,666,751,730.41 Total liabilities and shareholder’s equity 2,946,604,767.10 2,299,319,360.67 3,053,660,921.27 2,399,938,753.31 5 INCOME STATEMENT Prepared by Dalian Refrigeration Co., Ltd. July-September, 2012 Unit: RMB July-September, 2012 July-September, 2011 Items Consolidation Parent Company Consolidation Parent Company I. Total sales 357,894,945.23 203,979,829.30 486,651,183.78 302,190,778.57 Including: Operating income 357,894,945.23 203,979,829.30 486,651,183.78 302,190,778.57 II. Total operating cost 362,230,494.24 216,962,312.83 473,962,391.22 300,895,392.45 Including: Operating cost 287,117,546.89 175,666,417.65 402,043,914.76 260,902,009.99 Taxes and associate charges 1,939,990.77 820,907.38 1,240,717.64 646,957.74 Selling and distribution expenses 26,761,108.01 14,604,142.06 27,360,825.31 13,815,210.80 Administrative expenses 45,332,154.24 26,127,353.88 43,331,503.73 25,803,752.88 Financial expense -13,390.99 -256,508.14 431,302.99 -272,538.96 Impairment loss 1,093,085.32 -445,873.21 Add: gain from change in fair value Gain/(loss) from investment 36,243,585.93 36,243,585.93 10,424,147.40 10,424,147.40 Including: income form investment on 36,243,585.93 36,243,585.93 10,124,147.40 10,124,147.40 affiliated enterprise and jointly enterprise Foreign exchange difference III. Operating profit 31,908,036.92 23,261,102.40 23,112,939.96 11,719,533.52 Add: non-business income 851,405.31 472,556.31 3,826,297.82 3,511,561.80 Less: non-business expense 144,504.68 103,465.15 170,046.19 19,805.28 Including: loss from non-current asset 133,608.39 103,465.15 92,505.28 19,805.28 disposal IV. Total profit 32,614,937.55 23,630,193.56 26,769,191.59 15,211,290.04 Less: Income tax 3,767,578.65 2,776,684.59 3,007,842.74 576,060.69 V. Net profit 28,847,358.90 20,853,508.97 23,761,348.85 14,635,229.35 Net profit attributable to parent company 25,346,412.22 20,853,508.97 19,789,144.41 14,635,229.35 Minority shareholders’ gains and losses 3,500,946.68 3,972,204.44 VI. Earnings per share (I) basic earnings per share 0.07 0.06 (II) diluted earnings per share 0.07 0.06 Ⅶ. Other comprehensive income -7,843,725.00 -7,843,725.00 Ⅷ. Total comprehensive income 28,847,358.90 20,853,508.97 15,917,623.85 6,791,504.35 Total comprehensive income attributable 25,346,412.22 20,853,508.97 11,945,419.41 6,791,504.35 to parent company Total comprehensive income attributable 3,500,946.68 3,972,204.44 to minority shareholders 6 INCOME STATEMENT Prepared by Dalian Refrigeration Co., Ltd. January-September, 2012 Unit: RMB January-September, 2012 January-September, 2011 Items Consolidation Parent Company Consolidation Parent Company I. Total sales 1,209,113,245.76 709,035,747.07 1,434,545,806.06 940,852,161.23 Including: Operating income 1,209,113,245.76 709,035,747.07 1,434,545,806.06 940,852,161.23 II. Total operating cost 1,192,268,174.06 711,657,511.97 1,396,558,843.68 928,238,409.85 Including: Operating cost 963,602,691.90 586,391,382.21 1,171,843,807.72 799,280,681.31 Taxes and associate charges 8,745,504.77 4,313,340.57 7,427,091.28 4,804,698.40 Selling and distribution expenses 73,956,008.24 38,249,943.73 73,129,025.99 37,014,557.54 Administrative expenses 133,457,517.58 78,479,482.27 131,114,923.39 76,341,053.61 Financial expense -2,530,420.62 -3,339,713.45 1,819,618.86 408,479.76 Impairment loss 15,036,872.19 7,563,076.64 11,224,376.44 10,388,939.23 Add: gain from change in fair value Gain/(loss) from investment 81,213,814.63 87,751,034.68 98,544,869.84 106,399,107.06 Including: income form investment on 81,187,812.64 81,187,812.64 45,466,738.34 45,466,738.34 affiliated enterprise and jointly enterprise Foreign exchange difference III. Operating profit 98,058,886.33 85,129,269.78 136,531,832.22 119,012,858.44 Add: non-business income 7,417,235.79 5,715,272.56 9,194,078.55 7,413,125.52 Less: non-business expense 404,694.57 103,786.42 445,990.57 240,694.26 Including: loss from non-current asset 335,694.94 103,786.42 121,739.95 36,657.70 disposal IV. Total profit 105,071,427.55 90,740,755.92 145,279,920.20 126,185,289.70 Less: Income tax 7,399,993.84 4,786,693.83 20,144,686.15 14,950,315.39 V. Net profit 97,671,433.71 85,954,062.09 125,135,234.05 111,234,974.31 Net profit attributable to parent company 91,738,839.66 85,954,062.09 115,277,536.97 111,234,974.31 Minority shareholders’ gains and losses 5,932,594.05 9,857,697.08 VI. Earnings per share (I) basic earnings per share 0.26 0.33 (II) diluted earnings per share 0.26 0.33 Ⅶ. Other comprehensive income 20,260,200.00 20,260,200.00 Ⅷ. Total comprehensive income 97,671,433.71 85,954,062.09 145,395,434.05 131,495,174.31 Total comprehensive income attributable 91,738,839.66 85,954,062.09 135,537,736.97 131,495,174.31 to parent company Total comprehensive income attributable 5,932,594.05 9,857,697.08 to minority shareholders 7 CASH FLOW STATEMENT Prepared by Dalian Refrigeration Co., Ltd. January -September , 2012 Unit: RMB January -September, 2012 January -September, 2011 Items Consolidation Parent Company Consolidation Parent Company I. Cash flows arising from operating activities: Cash received from selling commodities and 950,425,594.15 573,133,771.78 1,286,459,044.04 838,491,012.02 providing labor services Write-back of tax received Other cash received concerning operating activities 35,107,845.59 25,173,372.80 47,911,778.96 39,071,650.30 Subtotal of cash inflow arising from operating 985,533,439.74 598,307,144.58 1,334,370,823.00 877,562,662.32 activities Cash paid for purchasing commodities and 658,065,727.01 434,717,129.02 865,163,841.23 546,115,899.90 receiving labor service Cash paid to/for staff and workers 184,845,223.95 112,074,358.61 164,434,927.81 95,191,446.25 Taxes paid 100,322,278.01 60,855,674.64 109,553,977.55 79,979,065.77 Other cash paid concerning operating activities 92,866,863.35 40,956,338.74 106,234,808.36 57,634,023.80 Subtotal of cash outflow arising from 1,036,100,092.32 648,603,501.01 1,245,387,554.95 778,920,435.72 operating activities Net cash flows arising from operating -50,566,652.58 -50,296,356.43 88,983,268.05 98,642,226.60 activities II. Cash flows arising from investing activities: Cash received from recovering investment 579,183.60 579,183.60 6,313,174.25 6,313,174.25 Cash received from investment income 37,526,793.58 42,894,251.13 109,061,664.60 112,633,223.73 Net cash received from disposal of fixed, intangible 47,186.00 2,887,884.09 2,479,744.22 and other long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing activities 38,153,163.18 43,473,434.73 118,262,722.94 121,426,142.20 Cash paid for purchasing fixed, intangible and other 36,765,639.08 24,623,234.76 22,453,815.52 11,594,774.62 long-term assets Cash paid for investment 44,810,220.00 44,810,220.00 7,897,000.00 7,897,000.00 Other cash paid concerning investing activities Subtotal of cash outflow from investing activities 81,575,859.08 69,433,454.76 30,350,815.52 19,491,774.62 Net cash flows arising from investing activities -43,422,695.90 -25,960,020.03 87,911,907.42 101,934,367.58 III. Cash flows arising from financing activities Cash received from absorbing investment Cash received from loans 4,000,000.00 3,960,000.00 Other cash received concerning financing activities Subtotal of cash inflow from financing activities 4,000,000.00 3,960,000.00 Cash paid for settling debts 7,500,000.00 53,960,000.00 50,000,000.00 Cash paid for dividend and profit distributing or 61,742,138.78 52,502,246.25 55,427,907.48 52,446,328.06 interest paying Other cash paid concerning financing activities 85,757.44 176,174.70 Subtotal of cash outflow from financing activities 69,327,896.22 52,502,246.25 109,564,082.18 102,446,328.06 Net cash flows arising from financing activities -65,327,896.22 -52,502,246.25 -105,604,082.18 -102,446,328.06 IV. Influence on cash due to fluctuation in exchange 4,300.83 70.81 -93,691.55 -476.84 rate V. Net increase of cash and cash equivalents -159,312,943.87 -128,758,551.90 71,197,401.74 98,129,789.28 Add: Balance of cash and cash equivalents at the 681,077,489.30 585,557,597.61 491,775,575.71 373,620,785.42 period -begin VI. Balance of cash and cash equivalents at the 521,764,545.43 456,799,045.71 562,972,977.45 471,750,574.70 period–end 8