DALIAN REFRIGERATION CO., LTD. QUARTERLY REPORT FOR THIRD QUARTER, 2013 §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. Xiao Yongqin, Financial Majordomo and the head of Accounting Department Ms. Rong Yan 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 Major accounting data and changes of shareholders 2.1 Major accounting data and financial indexes Is there any traceable adjustment to the financial statements for the previous report period? □ Yes √ No Increase/decrease over 2013.9.30 2012.12.31 2012.12.31(%) Total assets 2,967,621,729.85 2,937,190,656.69 1.04% Shareholder’s equity attributable to 1,849,180,962.53 1,808,800,737.71 2.23% parent company Increase/decrease Increase/decrease 2013.7-9 2013.1-9 over 2012.7-9(%) over 2012.1-9(%) Total operating income 396,743,902.24 10.85% 1,188,868,055.47 -1.67% Net profit attributable to parent 29,912,693.72 18.02% 95,035,128.72 3.59% company Net profit attributable to parent company after deducting 29,677,866.18 17% 92,060,144.55 3.86% non-recurring gains/losses Net cash generated from operating - - 8,605,664.10 117.02% activities Basic earnings per share 0.09 28.57% 0.27 3.85% Diluted earnings per share 0.09 28.57% 0.27 3.85% Increase 0.19 Decrease 0.01 Return on equity 1.61% 5.22% 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 310,790.22 Government subsidies which were included in the current profits and losses 20,300.00 Other non-operating incomes and expenses except the above mentioned 3,603,848.05 Income tax effects 994,725.78 Minority equity interests effects (after tax) -34,771.68 Total 2,974,984.17 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 41,105 Shareholding of top ten shareholders Number of Number of Name Nature Proportion Total number shares with sale pledged shares or restriction shares frozen Domestic non-state-owned Dalian Bingshan Group Co., Ltd. 21.96% 76,855,683 19,213,921 legal person SANYO ELECTRIC CO LTD Foreign legal person 10.00% 35,001,500 BOCI SECURITIES LIMITED Foreign legal person 0.75% 2,627,254 Domestic non-state-owned Zhongtian Securities Co., Ltd. 0.67% 2,317,943 legal person Guoyuan Securities Brokerage Hong Foreign legal person 0.56% 1,940,155 Kong Limited Jiang Youchang Domestic natural person 0.51% 1,756,075 Lin Zhenming Foreign natural person 0.47% 1,640,000 Dalian Industrial Development Domestic non-state-owned 0.47% 1,622,250 Investment Company legal person Jiantou Zhongxin Assets Domestic non-state-owned 0.45% 1,575,000 Management Co., Ltd. legal person Huafu Competitiveness Selected Others 0.43% 1,499,910 Mixed Type Stock Fund Particulars about shares held by the top ten negotiable shareholders not subject to conditional sales Name of shareholder EORP (shares) Type Dalian Bingshan Group Co., Ltd. 57,641,762 A SANYO ELECTRIC CO LTD 35,001,500 B BOCI SECURITIES LIMITED 2,627,254 B Zhongtian Securities Co., Ltd. 2,317,943 A Guoyuan Securities Brokerage Hong Kong Limited 1,940,155 B Jiang Youchang 1,756,075 A Lin Zhenming 1,640,000 B Dalian Industrial Development Investment Company 1,622,250 A Jiantou Zhongxin Assets Management Co., Ltd. 1,575,000 A Huafu Competitiveness Selected Mixed Type Stock Fund 1,499,910 A Dalian Bingshan Group Co., Ltd. had the association relationship with Notes to the associated relationship and Sanyo Electric Co., Ltd. among the above shareholders. Sanyo Electric uniform actions of the above shareholders Co., Ltd. holds 30% of Dalian Bingshan Group Co., Ltd.'s equity. Did the Company's shareholders conduct the agreed repurchase transactions in the reporting period? □ Yes √ No 2 §3 Important Matters 3.1 Major changes in main financial items and indexes, and description of the cause √ Applicable □ Inapplicable 1. The amount of advances was significantly more than that at the beginning of the year mainly due to the advances for purchasing the equipment and for the project. 2. The dividend receivable was significantly more than that at the beginning of the year mainly due to increase of the undue dividend receivable. 3. The interest receivable was significantly more than that at the beginning of the year mainly due to the interest from new term-deposits. 4. Other current assets was significantly less than that at the beginning of the year mainly due to decrease of the prepaid income tax changeover in. 5. The construction in progress was significantly more than that at the beginning of the year mainly due to the production building reconstruction and equipment replacement. 6. The disposal of fixed assets was significantly more than that at the beginning of the year mainly due to the land reserve for which the related fixed asset was in the state of disposal. 7. The short-term loan was significantly more than that at the beginning of the year mainly due to increase of the short-term loan of the subsidiary companies. 8. The notes payable was significantly less than that at the beginning of the year mainly due to decrease of the paid amount for due notes. 9. The taxes payable was significantly more than that at the beginning of the year mainly due to the VAT retained at the end of 2012. 10. The dividend payable was significantly more than that at the beginning of the year mainly due to increase of the undue dividend payable of the subsidiary companies. 11. Other payable was significantly more than that at the beginning of the year mainly due to the partly contract price received for the land reserve. 12. Other current liabilities was significantly less than that at the beginning of the year mainly due amortization of incomes in the reporting period. 13. The financial expenses was significantly less mainly due to increase of the term deposit with more interest revenue. 3.2 Analytic description of major matters, their influence and solutions √ Applicable □ Inapplicable On Jul. 18, 2013, the Company convened the 4th meeting of the 6th Board of Directors, reviewed and adopted the Report about Reserving Part of the Land Use Rights of the Company, and agreed that the use rights for two plots of land owned by the Company for the purpose of storage having the total area of 40,376 sq. m. located at Houge Village, Gezhenpu Community, Ganjingzi District, Dalian were reserved by Dalian Land Reserve Center with the reserve compensation of 50 million yuan. For details of this matter and main content of the land reserve compensation agreement to be signed, refer to the Announcement on the Resolutions of the Company (2013-018) and the Announcement on Reserving Part of the Land Use Rights of the Company (2013-020) published on China Securities Daily, Hong Kong Commercial Daily and the website www.cninfo.com.cn on Jul. 19, 2013. Afterwards, the Company signed the Compensation Agreement for Reserving State-Owned Land Use Right with Dalian Land Reserve Center and received the first installment of reserve compensation of 40 million yuan. For details of this matter, refer to the Progress of Reserve for Part of the Land Use Right (2013-021) published on China Securities Daily, Hong Kong Commercial Daily and the website www.cninfo.com.cn on Aug. 21, 2013. At the end of the reporting period, the Company has not delivered to Dalian Land Reserve Center the land to be reserved due to that the related plots of land failed meeting the handover requirement so that the procedure for cancelling the registration of land use right had not be gone through. For the above condition, the income from disposal of the above land use rights has not met the requirement for income confirmation according to the Explanation of Accounting Standards for Business Enterprises and the Accounting Standards for Business Enterprises No. 14 - Incomes and therefore was not confirmed in this reporting period. Now the Company is actively going through the necessary procedures and tries to meet the handover requirement and hand over the land as soon as possible. 3 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 Field Research fellow of Shenyen Wanguo July 24, 2013 Company’s office investigation Securities Research fellow of China Galaxy Information about Aug. 22, 2013 Company’s office By telephone Securities; Research fellow of Industrial the fundamentals of Securities the Company Aug. 26, 2013 Company’s office By telephone Research fellow of CITIC Securities Field Sep. 4, 2013 Company’s office Research fellow of Huatai Securities investigation §4 Financial Report (attached) Not audited. Board of Directors of Dalian Refrigeration Co., Ltd. October 24, 2013 4 BALANCE SHEET Prepared by Dalian Refrigeration Co., Ltd. September 30, 2013 Unit: RMB September 30, 2013 December 31, 2012 Assets Consolidation Parent Company Consolidation Parent Company Current assets: Monetary funds 520,587,561.79 434,692,531.50 531,896,655.08 443,299,858.36 Transaction finance asset Notes receivable 32,685,240.38 13,128,033.49 41,966,544.97 27,500,254.79 Accounts receivable 396,016,202.36 171,778,007.87 352,261,726.74 173,525,044.14 Accounts in advance 62,988,895.71 26,906,863.61 31,249,976.50 12,919,740.55 Interest receivables 3,386,719.07 3,386,719.07 277,444.44 277,444.44 Dividend receivable 19,480,000.00 22,680,009.73 39,025.00 Other receivables 18,508,727.32 6,426,502.86 18,963,969.53 6,092,721.42 Inventories 328,069,445.38 163,936,688.33 398,895,095.83 201,422,670.07 Non-current asset due within one year Other current assets 1,326,087.45 1,326,087.45 6,026,385.86 5,956,559.82 Total current assets 1,383,048,879.46 844,261,443.91 1,381,576,823.95 870,994,293.59 Non-current assets: Finance asset held available for sales Held-to-maturity securities Long-term account receivable Long-term equity investment 982,246,777.09 1,091,824,006.01 962,636,635.50 1,072,213,864.42 Investment property Fixed assets 389,345,394.92 214,427,379.15 404,973,883.42 224,624,146.17 Construction in progress 24,456,530.35 19,958,784.16 1,304,951.56 554,009.14 Engineering material Disposal of fixed asset 1,168,130.39 1,168,130.39 Productive biological asset Oil and gas asset Intangible assets 163,119,607.19 97,095,936.16 165,794,041.15 98,611,277.13 Expense on Research and Development Goodwill Long-term expenses to be 3,873,305.37 3,515,387.69 2,981,518.62 2,610,452.93 apportioned Deferred income tax asset 20,363,105.08 12,959,825.12 17,922,802.49 11,125,452.86 Other non-current asset Total non-current asset 1,584,572,850.39 1,440,949,448.68 1,555,613,832.74 1,409,739,202.65 Total assets 2,967,621,729.85 2,285,210,892.59 2,937,190,656.69 2,280,733,496.24 5 BALANCE SHEET (CONTINUED) Liabilities and shareholders’ September 30, 2013 December 31, 2012 equity Consolidation Parent Company Consolidation Parent Company Current liabilities: Short-term loans 39,500,000.00 29,500,000.00 Transaction financial liabilities Notes payable 52,644,861.90 24,227,355.00 79,127,124.20 58,628,509.20 Accounts payable 500,258,466.00 297,932,937.98 436,720,339.20 267,244,798.64 Accounts received in advance 206,439,077.41 95,804,494.60 288,041,113.23 142,944,087.68 Wage payable 48,651,539.62 15,838,114.06 64,384,750.97 29,385,027.38 Taxes payable 11,357,897.39 2,035,601.95 620,179.66 -4,577,147.78 Dividend payable 2,540,782.25 533,156.00 533,156.00 533,156.00 Other accounts payable 84,093,027.82 67,360,278.96 53,435,964.07 41,680,362.14 Non-current liabilities due within one year Other current liabilities 805,062.58 526,559.58 1,699,101.00 585,101.00 Total current liabilities 946,290,714.97 504,258,498.13 954,061,728.33 536,423,894.26 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 71,288,204.66 23,386,204.66 73,275,358.79 25,373,358.79 Total non-current liabilities 71,288,204.66 23,386,204.66 73,275,358.79 25,373,358.79 Total liabilities 1,017,578,919.63 527,644,702.79 1,027,337,087.12 561,797,253.05 Shareholders’ equity Share capital 350,014,975.00 350,014,975.00 350,014,975.00 350,014,975.00 Capital public reserve 584,864,283.21 583,635,355.59 584,852,283.21 583,623,355.59 Surplus public reserve 491,000,222.86 491,000,222.86 469,665,883.33 469,665,883.33 Retained profit 423,301,481.46 332,915,636.35 404,267,596.17 315,632,029.27 Total owner’s equity attributable to 1,849,180,962.53 1,757,566,189.80 1,808,800,737.71 1,718,936,243.19 parent company Minority interests 100,861,847.69 101,052,831.86 Total owner’s equity 1,950,042,810.22 1,757,566,189.80 1,909,853,569.57 1,718,936,243.19 Total liabilities and shareholder’s equity 2,967,621,729.85 2,285,210,892.59 2,937,190,656.69 2,280,733,496.24 6 INCOME STATEMENT Prepared by Dalian Refrigeration Co., Ltd. July-September, 2013 Unit: RMB July-September, 2013 July-September, 2012 Items Consolidation Parent Company Consolidation Parent Company I. Total sales 396,743,902.24 223,097,655.41 357,894,945.23 203,979,829.30 Including: Operating income 396,743,902.24 223,097,655.41 357,894,945.23 203,979,829.30 II. Total operating cost 386,522,513.74 221,052,477.74 362,230,494.24 216,962,312.83 Including: Operating cost 303,337,930.43 174,300,590.29 287,117,546.89 175,666,417.65 Taxes and associate charges 4,461,475.98 1,743,729.10 1,939,990.77 820,907.38 Selling and distribution expenses 32,016,233.11 21,410,374.01 26,761,108.01 14,604,142.06 Administrative expenses 47,333,770.30 26,311,433.19 45,332,154.24 26,127,353.88 Financial expense -2,032,980.87 -2,713,648.85 -13,390.99 -256,508.14 Impairment loss 1,406,084.79 1,093,085.32 Add: gain from change in fair value Gain/(loss) from investment 25,737,496.89 27,977,496.89 36,243,585.93 36,243,585.93 Including: income form investment on 25,737,496.89 25,737,496.89 36,243,585.93 36,243,585.93 affiliated enterprise and jointly enterprise Foreign exchange difference III. Operating profit 35,958,885.39 30,022,674.56 31,908,036.92 23,261,102.40 Add: non-business income 954,638.82 668,374.82 851,405.31 472,556.31 Less: non-business expense 39,981.22 28,858.22 144,504.68 103,465.15 Including: loss from non-current asset 49,253.12 28,858.22 133,608.39 103,465.15 disposal IV. Total profit 36,873,542.99 30,662,191.16 32,614,937.55 23,630,193.56 Less: Income tax 4,195,614.45 2,830,640.25 3,767,578.65 2,776,684.59 V. Net profit 32,677,928.54 27,831,550.91 28,847,358.90 20,853,508.97 Net profit attributable to parent company 29,912,693.72 27,831,550.91 25,346,412.22 20,853,508.97 Minority shareholders’ gains and losses 2,765,234.82 3,500,946.68 VI. Earnings per share -- (I) basic earnings per share 0.09 0.07 (II) diluted earnings per share 0.09 0.07 Ⅶ. Other comprehensive income Ⅷ. Total comprehensive income 32,677,928.54 27,831,550.91 28,847,358.90 20,853,508.97 Total comprehensive income attributable 29,912,693.72 27,831,550.91 25,346,412.22 20,853,508.97 to parent company Total comprehensive income attributable 2,765,234.82 3,500,946.68 to minority shareholders 7 INCOME STATEMENT Prepared by Dalian Refrigeration Co., Ltd. January-September, 2013 Unit: RMB January-September, 2013 January-September, 2012 Items Consolidation Parent Company Consolidation Parent Company I. Total sales 1,188,868,055.47 708,210,225.92 1,209,113,245.76 709,035,747.07 Including: Operating income 1,188,868,055.47 708,210,225.92 1,209,113,245.76 709,035,747.07 II. Total operating cost 1,156,146,737.71 693,919,583.96 1,192,268,174.06 711,657,511.97 Including: Operating cost 924,224,474.07 563,938,348.65 963,602,691.90 586,391,382.21 Taxes and associate charges 10,226,702.18 4,322,501.89 8,745,504.77 4,313,340.57 Selling and distribution expenses 78,397,576.46 47,055,067.16 73,956,008.24 38,249,943.73 Administrative expenses 134,317,920.02 77,451,911.80 133,457,517.58 78,479,482.27 Financial expense -4,118,097.70 -6,185,734.56 -2,530,420.62 -3,339,713.45 Impairment loss 13,098,162.68 7,337,489.02 15,036,872.19 7,563,076.64 Add: gain from change in fair value Gain/(loss) from investment 69,808,111.40 76,861,316.51 81,213,814.63 87,751,034.68 Including: income form investment on 69,308,111.40 69,308,111.40 81,187,812.64 81,187,812.64 affiliated enterprise and jointly enterprise Foreign exchange difference III. Operating profit 102,529,429.16 91,151,958.47 98,058,886.33 85,129,269.78 Add: non-business income 6,245,247.78 5,183,510.63 7,417,235.79 5,715,272.56 Less: non-business expense 304,051.68 28,858.22 404,694.57 103,786.42 Including: loss from non-current asset 271,671.77 28,858.22 335,694.94 103,786.42 disposal IV. Total profit 108,470,625.26 96,306,610.88 105,071,427.55 90,740,755.92 Less: Income tax 8,707,677.30 5,186,418.02 7,399,993.84 4,786,693.83 V. Net profit 99,762,947.96 91,120,192.86 97,671,433.71 85,954,062.09 Net profit attributable to parent company 95,035,128.72 91,120,192.86 91,738,839.66 85,954,062.09 Minority shareholders’ gains and losses 4,727,819.24 5,932,594.05 VI. Earnings per share -- (I) basic earnings per share 0.27 0.26 (II) diluted earnings per share 0.27 0.26 Ⅶ. Other comprehensive income 9,000.00 9,000.00 Ⅷ. Total comprehensive income 99,771,947.96 91,129,192.86 97,671,433.71 85,954,062.09 Total comprehensive income attributable 95,044,128.72 91,129,192.86 91,738,839.66 85,954,062.09 to parent company Total comprehensive income attributable 4,727,819.24 5,932,594.05 to minority shareholders 8 CASH FLOW STATEMENT Prepared by Dalian Refrigeration Co., Ltd. January -September , 2013 Unit: RMB January -September, 2013 January -September, 2012 Items Consolidation Parent Company Consolidation Parent Company I. Cash flows arising from operating activities: Cash received from selling commodities and 921,464,764.13 573,065,703.41 950,425,594.15 573,133,771.78 providing labor services Write-back of tax received 724,117.82 Other cash received concerning operating activities 32,470,255.62 22,096,753.34 35,107,845.59 25,173,372.80 Subtotal of cash inflow arising from operating 954,659,137.57 595,162,456.75 985,533,439.74 598,307,144.58 activities Cash paid for purchasing commodities and 555,235,904.88 363,690,521.31 658,065,727.01 434,717,129.02 receiving labor service Cash paid to/for staff and workers 204,922,365.59 128,447,335.28 184,845,223.95 112,074,358.61 Taxes paid 86,882,944.73 47,134,080.75 100,322,278.01 60,855,674.64 Other cash paid concerning operating activities 99,012,258.27 50,265,848.20 92,866,863.35 40,956,338.74 Subtotal of cash outflow arising from 946,053,473.47 589,537,785.54 1,036,100,092.32 648,603,501.01 operating activities Net cash flows arising from operating 8,605,664.10 5,624,671.21 -50,566,652.58 -50,296,356.43 activities II. Cash flows arising from investing activities: Cash received from recovering investment 500,365.79 500,365.79 579,183.60 579,183.60 Cash received from investment income 30,256,629.02 34,070,799.40 37,526,793.58 42,894,251.13 Net cash received from disposal of fixed, intangible 40,266,830.00 40,000,000.00 47,186.00 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 71,023,824.81 74,571,165.19 38,153,163.18 43,473,434.73 Cash paid for purchasing fixed, intangible and other 38,166,150.00 30,726,287.10 36,765,639.08 24,623,234.76 long-term assets Cash paid for investment 44,810,220.00 44,810,220.00 Other cash paid concerning investing activities Subtotal of cash outflow from investing activities 38,166,150.00 30,726,287.10 81,575,859.08 69,433,454.76 Net cash flows arising from investing activities 32,857,674.81 43,844,878.09 -43,422,695.90 -25,960,020.03 III. Cash flows arising from financing activities Cash received from absorbing investment Cash received from loans 37,000,000.00 4,000,000.00 Other cash received concerning financing activities Subtotal of cash inflow from financing activities 37,000,000.00 4,000,000.00 Cash paid for settling debts 27,000,000.00 7,500,000.00 Cash paid for dividend and profit distributing or 56,662,639.55 52,502,246.25 61,742,138.78 52,502,246.25 interest paying Other cash paid concerning financing activities 85,757.44 Subtotal of cash outflow from financing activities 83,662,639.55 52,502,246.25 69,327,896.22 52,502,246.25 Net cash flows arising from financing activities -46,662,639.55 -52,502,246.25 -65,327,896.22 -52,502,246.25 IV. Influence on cash due to fluctuation in exchange -31,873.03 -40.29 4,300.83 70.81 rate V. Net increase of cash and cash equivalents -5,231,173.67 -3,032,737.24 -159,312,943.87 -128,758,551.90 Add: Balance of cash and cash equivalents at the 525,818,735.46 437,725,268.74 681,077,489.30 585,557,597.61 period -begin VI. Balance of cash and cash equivalents at the 520,587,561.79 434,692,531.50 521,764,545.43 456,799,045.71 period?end 9