DALIAN REFRIGERATION CO., LTD. QUARTERLY REPORT FOR THIRD QUARTER, 2014 §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. Ji Zhijian, Financial Majordomo Ms. Rong Yan and the head of Accounting Department Ms. Mao Chunhua 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 2013.12.31 over 2014.9.30 2013.12.31(%) Before adjustment After adjustment After adjustment Total assets 3,083,859,491.57 2,967,390,234.89 2,967,390,234.89 3.92% Shareholder’s equity attributable to 1,947,922,478.70 1,907,018,190.46 1,907,018,190.46 2.14% parent company Increase/decrease Increase/decrease 2014.7-9 2014.1-9 over 2013.7-9(%) over 2013.1-9(%) Total operating income 385,972,306.91 -2.71% 1,160,884,560.10 -2.35% Net profit attributable to parent 29,752,319.43 -0.54% 96,229,952.71 1.26% company Net profit attributable to parent company after deducting 29,325,061.69 -1.19% 93,119,621.60 1.15% non-recurring gains/losses Net cash generated from operating -- -- -17,394,248.71 -302.13% activities Basic earnings per share 0.09 0.00% 0.27 0.00% Diluted earnings per share 0.09 0.00% 0.27 0.00% Decrease 0.21 Decrease 0.09 Return on equity 1.52% 5.01% percentage percentage points points Amount from beginning of Item of non-recurring gains and losses year to the end of report period Profit and loss from disposal of non-current assets 557,965.61 Government subsidies which were included in the current profits and losses 3,511,809.82 Other non-operating incomes and expenses except the above mentioned 46,009.31 Income tax effects 1,035,869.06 Minority equity interests effects (after tax) -30,415.43 Total 3,110,331.11 1 2.2 Total number and particulars of the shareholders by the end of the report period Total shareholders at the end of report 40,848 period Shareholding of top ten shareholders Number of pledged Number of shares Name Nature Proportion Total number with sale restriction shares or shares frozen Dalian Bingshan Group Co., Domestic non-state-owned legal 21.96% 76,855,683 19,213,921 Ltd. person SANYO ELECTRIC CO Foreign legal person 10.00% 35,001,500 0 LTD Hunan Aier Eye Hospital Domestic non-state-owned legal 2.00% 7,003,469 0 Group Co., Ltd. person BOCI SECURITIES Foreign legal person 0.88% 3,090,654 0 LIMITED Sun Huiming Domestic natural person 0.56% 1,959,911 0 Jiang Youchang Domestic natural person 0.55% 1,939,575 0 JOHCM INTERNATIONAL SMALL CAP EQUITY Foreign legal person 0.48% 1,695,600 0 FUND Lin Zhenming Foreign natural person 0.47% 1,640,000 0 Dalian Industrial Domestic non-state-owned legal Development Investment 0.46% 1,622,250 0 person Company Jiantou Zhongxin Assets Domestic non-state-owned legal 0.45% 1,575,000 0 Management Co., Ltd. person 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 Hunan Aier Eye Hospital Group Co., Ltd. 7,003,469 A BOCI SECURITIES LIMITED 3,090,654 B Sun Huiming 1,959,911 B Jiang Youchang 1,939,575 A JOHCM INTERNATIONAL SMALL CAP EQUITY 1,695,600 B FUND 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 Dalian Bingshan Group Co., Ltd. had the association Notes to the associated relationship and uniform relationship with Sanyo Electric Co., Ltd. among the above actions of the above shareholders shareholders. Sanyo Electric 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 Information on the total number of preferred shareholders and the shares held by top ten preferred shareholders as of the end of 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. Accounts receivable remarkably increased in comparison with the beginning of the year, mainly due to the customer's financial strain, which prevented from its normal payback. 2. Accounts in advance remarkably increased in comparison with the beginning of the year, mainly due to the advances for purchasing the equipment and for the project. 3. Dividend receivable remarkably increased in comparison with the beginning of the year, mainly due to increase of undue dividend receivable. 4. Interest receivable remarkably increased in comparison with the beginning of the year, mainly due to the new term-deposits in the reporting period. 5. Other receivables remarkably increased in comparison with the beginning of the year, mainly due to increase of performance bonds. 6. Other current assets remarkably increased in comparison with the beginning of the year, mainly due to insurance premium to be apportioned. 7. Accounts payable remarkably increased in comparison with the beginning of the year, mainly due to increase of accounts payable for projects. 8. Taxes payable remarkably decreased in comparison with the beginning of the year, mainly due to payment of due income tax in the reporting period. 9. Other current liabilities remarkably decreased in comparison with the beginning of the year, mainly due to amortization of incomes in the reporting period. 10. Income tax expense remarkably decreased on a year-on-year basis from January to September, mainly due to decrease of due income tax, leading to decrease of the corresponding income tax expense in the current period. 11. Minority shareholders' equity remarkably decreased on a year-on-year basis from January to September, mainly due to decrease of the profit of subsidiary companies. 3.2 Analytic description of major matters, their influence and solutions Applicable√ Inapplicable 3.3 Influence of new or revised Accounting Standards for Enterprises on the financial statements of the Company 1. According to the revised Accounting Standards for Enterprises No. 2 - Long-term Equity Investments, any equity investment held by the Company, on which the Company had no control, joint control or significant influence and which fair value could not be measured reliably, was recorded as financial assets available for sale at its cost, not as long-term equity investments, and was adjusted by application of the retrospective adjustment method. Change of the said accounting policies had influence on the monetary amounts of two statement items only, i.e. financial assets available for sale and long-term equity investments, and no influence on the Company's total assets, total amount of liabilities, net assets and net profits for the whole year of 2013 and the first half of 2014.For details of adjustment items, see the Announcement on Change of Accounting Policies of the Company. 2. According to the revised Accounting Standards for Enterprises No. 9 - Employee Compensation, the Company re-evaluated the employee compensation arrangement and found no defined benefit plans. 3. According to the revised Accounting Standards for Enterprises No. 33 - Consolidated Financial Statements, the Company re-evaluated the consolidation scope of consolidated financial statements and found no change in the consolidation scope. 4. According to the new Accounting Standards for Enterprises No. 40 - Joint Venture Arrangements, the Company re-evaluated the classification of joint venture arrangements and found no joint ventures re-classified as joint operations. 5. Except for the above-mentioned items, the new or revised Accounting Standards for Enterprises had no other significant influence on the financial statements of the Company. 3 3.4 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 Co., Ltd. strictly perform the commitment in share reform. During the report period, Dalian Bingshan Group Co., Ltd. re-regulated the commitments as follow: “Authorized Board of Daleng Gufen formulates and implements equity incentive and restriction mechanism for the management in line with relevant policy and regulations of the State, before 30 June 2016.” 3.5 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 3.6 Securities investment □ Applicable √ Inapplicable Shares holding of other listed companies □ Applicable √ Inapplicable 3.7 Derivatives investment □ Applicable √ Inapplicable 3.8 Table of investigation, communication, interview received Date of Place of Way of reception Guest received Main content of discussion reception reception Research fellow of July 04, 2014 Company Field Northeast Securities Information about the Research fellow of Fortune fundamentals of the Company July 15, 2014 Company Field Securities §4 Financial Report (attached) Not audited. Board of Directors of Dalian Refrigeration Co., Ltd. October 21, 2014 4 BALANCE SHEET Prepared by Dalian Refrigeration Co., Ltd. September 30, 2014 Unit: RMB 30-Sep-2014 31-Dec-2013 Assets Consolidation Parent Company Consolidation Parent Company Current assets: Monetary funds 481,131,842.18 360,627,008.97 512,903,713.13 434,747,569.29 Financial assets which are measured by fair value and which changes are recorded in current profit and loss Notes receivable 31,568,565.38 26,764,293.71 39,827,031.77 20,694,679.80 Accounts receivable 492,190,796.24 257,647,074.85 369,712,746.70 170,582,156.81 Accounts in advance 43,676,739.41 11,676,313.99 26,031,386.32 6,125,477.96 Interest receivables 5,212,509.09 5,212,509.09 3,603,594.85 3,603,594.85 Dividend receivable 9,600,000.00 12,922,918.53 33,450.00 2,550,000.00 Other receivables 44,404,567.39 27,858,224.25 24,514,740.07 12,822,775.66 Buying in resold financial assets Inventories 272,138,390.49 144,923,812.35 325,531,007.41 173,198,452.67 Non-current asset due within one year Other current assets 1,776,772.01 1,776,772.01 995,599.80 922,487.82 Total current assets 1,381,700,182.19 849,408,927.75 1,303,153,270.05 825,247,194.86 Non-current assets: Finance asset held available for sales 42,428,388.70 41,113,246.20 42,678,388.70 41,363,246.20 Held-to-maturity securities Long-term account receivable Long-term equity investment 1,002,406,517.60 1,113,298,889.02 979,268,609.94 1,090,160,981.36 Investment property Fixed assets 399,507,627.48 228,918,614.68 395,266,143.70 218,716,664.94 Construction in progress 77,425,757.61 73,567,222.42 68,462,823.08 65,051,019.19 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 154,915,313.21 90,470,854.36 155,190,230.51 89,590,975.25 Expense on R&D Goodwill Long-term expenses to be 3,854,643.58 3,514,256.58 3,901,749.71 3,548,214.70 apportioned Deferred income tax asset 21,621,061.20 13,119,595.77 19,469,019.20 11,512,233.28 Other non-current asset Total non-current asset 1,702,159,309.38 1,564,002,679.03 1,664,236,964.84 1,519,943,334.92 Total assets 3,083,859,491.57 2,413,411,606.78 2,967,390,234.89 2,345,190,529.78 5 BALANCE SHEET (CONTINUED) 30-Sep-2014 31-Dec-2013 Liabilities and shareholders’ equity Consolidation Parent Company Consolidation Parent Company Current liabilities: Short-term loans 45,000,000.00 37,500,000.00 Financial liabilities which are measured by fair value and which changes are recorded in current profit and loss Notes payable 68,489,563.42 48,653,519.67 80,293,515.17 55,821,881.28 Accounts payable 605,336,658.26 363,856,328.22 464,863,265.01 265,908,099.58 Accounts received in advance 152,762,910.17 88,896,668.69 177,238,388.99 107,267,861.73 Wage payable 38,065,097.86 1,345,344.26 53,580,031.02 19,207,236.71 Taxes payable 11,501,354.43 1,418,213.54 22,497,530.86 13,071,583.87 Interest payable Dividend payable 2,441,814.54 533,156.00 2,053,911.36 533,156.00 Other accounts payable 48,540,469.58 40,668,104.84 51,929,364.03 51,184,849.13 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 972,562,643.51 545,517,610.47 891,655,107.44 513,579,769.30 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 63,192,354.35 16,404,354.35 66,627,339.60 19,839,339.60 Total non-current liabilities 63,192,354.35 16,404,354.35 66,627,339.60 19,839,339.60 Total liabilities 1,035,754,997.86 561,921,964.82 958,282,447.04 533,419,108.90 Shareholders’ equity Share capital 350,014,975.00 350,014,975.00 350,014,975.00 350,014,975.00 Capital public reserve 582,263,299.25 582,263,299.25 582,077,996.49 582,077,996.49 Less: Treasury stock Other comprehensive income 2,768,286.72 1,539,359.10 2,783,286.72 1,554,359.10 Specialized reserve Surplus public reserve 534,598,750.04 534,598,750.04 505,533,065.25 505,533,065.25 Reserve for ordinary risk Retained profit 478,277,167.69 383,073,258.57 466,608,867.00 372,591,025.04 Translation of foreign currency capital Total owner’s equity attributable to parent 1,947,922,478.70 1,907,018,190.46 company Minority interests 100,182,015.01 102,089,597.39 Total owner’s equity 2,048,104,493.71 1,851,489,641.96 2,009,107,787.85 1,811,771,420.88 Total liabilities and shareholder’s equity 3,083,859,491.57 2,413,411,606.78 2,967,390,234.89 2,345,190,529.78 6 INCOME STATEMENT Prepared by Dalian Refrigeration Co., Ltd. July-September, 2014 Unit: RMB July-September, 2014 July-September, 2013 Items Consolidation Parent Company Consolidation Parent Company I. Total sales 385,972,306.91 205,370,741.37 396,743,902.24 223,097,655.41 Including: Operating income 385,972,306.91 205,370,741.37 396,743,902.24 223,097,655.41 II. Total operating cost 381,515,521.43 203,036,458.99 386,522,513.74 221,052,477.74 Including: Operating cost 307,399,184.86 165,058,791.24 303,337,930.43 174,300,590.29 Taxes and associate charges 2,788,542.81 647,986.77 4,461,475.98 1,743,729.10 Selling and distribution expenses 32,878,647.58 14,909,344.46 32,016,233.11 21,410,374.01 Administrative expenses 39,634,020.28 24,873,565.82 47,333,770.30 26,311,433.19 Financial expense -1,559,843.08 -2,749,990.89 -2,032,980.87 -2,713,648.85 Impairment loss 374,968.98 296,761.59 1,406,084.79 0.00 Gain/(loss) from investment 23,744,327.82 25,779,440.29 25,737,496.89 27,977,496.89 Including: income form investment on 23,707,710.42 23,707,710.42 25,737,496.89 25,737,496.89 affiliated enterprise and jointly enterprise III. Operating profit 28,201,113.30 28,113,722.67 35,958,885.39 30,022,674.56 Add: non-business income 965,010.50 646,821.73 954,638.82 668,374.82 Less: non-business expense 144,822.71 0.00 39,981.22 28,858.22 Including: loss from non-current asset 103,528.71 49,253.12 28,858.22 disposal IV. Total profit 29,021,301.09 28,760,544.40 36,873,542.99 30,662,191.16 Less: Income tax 1,766,277.59 924,884.48 4,195,614.45 2,830,640.25 V. Net profit 27,255,023.50 27,835,659.92 32,677,928.54 27,831,550.91 Net profit attributable to parent company 29,752,319.43 27,835,659.92 29,912,693.72 27,831,550.91 Minority shareholders’ gains and losses -2,497,295.93 2,765,234.82 VI. Earnings per share -- (I) basic earnings per share 0.09 0.09 (II) diluted earnings per share 0.09 0.09 Ⅶ. Other comprehensive income 181,552.76 181,552.76 Including: Other consolidated income items that could not be reclassified as 181,552.76 181,552.76 profit and loss in future accounting periods Other consolidated income items that will be reclassified as profit and loss in future accounting periods if the required conditions are met Ⅷ. Total comprehensive income 27,436,576.26 28,017,212.68 32,677,928.54 27,831,550.91 Total comprehensive income attributable 29,933,872.19 28,017,212.68 29,912,693.72 27,831,550.91 to parent company Total comprehensive income attributable -2,497,295.93 2,765,234.82 to minority shareholders 7 INCOME STATEMENT Prepared by Dalian Refrigeration Co., Ltd. January-September, 2014 Unit: RMB January-September, 2014 January-September, 2013 Items Consolidation Parent Company Consolidation Parent Company I. Total sales 1,160,884,560.10 676,340,961.34 1,188,868,055.47 708,210,225.92 Including: Operating income 1,160,884,560.10 676,340,961.34 1,188,868,055.47 708,210,225.92 II. Total operating cost 1,144,529,486.07 663,366,315.46 1,156,146,737.71 693,919,583.96 Including: Operating cost 917,349,625.68 552,006,324.08 924,224,474.07 563,938,348.65 Taxes and associate charges 9,257,961.62 3,730,279.18 10,226,702.18 4,322,501.89 Selling and distribution expenses 81,780,048.09 40,100,568.05 78,397,576.46 47,055,067.16 Administrative expenses 129,396,802.64 75,455,195.37 134,317,920.02 77,451,911.80 Financial expense -5,357,527.91 -7,926,051.22 -4,118,097.70 -6,185,734.56 Impairment loss 12,102,575.95 6,950,043.24 13,098,162.68 7,337,489.02 Gain/(loss) from investment 80,078,586.56 84,213,699.03 69,808,111.40 76,861,316.51 Including: income form investment on 77,605,208.00 77,605,208.00 69,308,111.40 69,308,111.40 affiliated enterprise and jointly enterprise III. Operating profit 96,433,660.59 90,238,301.67 102,529,429.16 91,151,958.47 Add: non-business income 6,015,005.67 4,941,172.05 6,245,247.78 5,183,510.63 Less: non-business expense 351,642.83 104,144.94 304,051.68 28,858.22 Including: loss from non-current asset 232,570.67 54,144.94 271,671.77 28,858.22 disposal IV. Total profit 102,097,023.43 95,075,328.78 108,470,625.26 96,306,610.88 Less: Income tax 5,517,911.45 3,025,164.21 8,707,677.30 5,186,418.02 V. Net profit 96,579,111.98 92,050,164.57 99,762,947.96 91,120,192.86 Net profit attributable to parent company 96,229,952.71 92,050,164.57 95,035,128.72 91,120,192.86 Minority shareholders’ gains and losses 349,159.27 4,727,819.24 VI. Earnings per share -- (I) basic earnings per share 0.27 0.27 (II) diluted earnings per share 0.27 0.27 Ⅶ. Other comprehensive income 170,302.76 170,302.76 9,000.00 9,000.00 Including: Other consolidated income items that could not be reclassified as 170,302.76 170,302.76 9,000.00 9,000.00 profit and loss in future accounting periods Other consolidated income items that will be reclassified as profit and loss in future accounting periods if the required conditions are met Ⅷ. Total comprehensive income 96,749,414.74 92,220,467.33 99,771,947.96 91,129,192.86 Total comprehensive income attributable 96,400,255.47 92,220,467.33 95,044,128.72 91,129,192.86 to parent company Total comprehensive income attributable 349,159.27 4,727,819.24 to minority shareholders 8 CASH FLOW STATEMENT Prepared by Dalian Refrigeration Co., Ltd. January -September , 2014 Unit: RMB January -September, 2014 January -September, 2013 Items Consolidation Parent Company Consolidation Parent Company I. Cash flows arising from operating activities: Cash received from selling commodities 851,537,934.57 474,792,566.98 921,464,764.13 573,065,703.41 and providing labor services Write-back of tax received 310,429.35 724,117.82 Other cash received concerning operating 32,537,729.23 22,316,950.41 32,470,255.62 22,096,753.34 activities Subtotal of cash inflow arising from 884,386,093.15 497,109,517.39 954,659,137.57 595,162,456.75 operating activities Cash paid for purchasing commodities and 470,164,745.63 292,230,100.86 555,235,904.88 363,690,521.31 receiving labor service Cash paid to/for staff and workers 215,417,674.47 132,645,347.80 204,922,365.59 128,447,335.28 Taxes paid 108,151,070.58 66,623,849.19 86,882,944.73 47,134,080.75 Other cash paid concerning operating 108,046,851.18 67,794,973.51 99,012,258.27 50,265,848.20 activities Subtotal of cash outflow arising from 901,780,341.86 559,294,271.36 946,053,473.47 589,537,785.54 operating activities Net cash flows arising from operating -17,394,248.71 -62,184,753.97 8,605,664.10 5,624,671.21 activities II. Cash flows arising from investing activities: Cash received from recovering investment 15,286,617.40 15,286,617.40 500,365.79 500,365.79 Cash received from investment income 32,322,511.50 33,101,255.44 30,256,629.02 34,070,799.40 Net cash received from disposal of fixed, 10,138,930.00 10,000,000.00 40,266,830.00 40,000,000.00 intangible 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 57,748,058.90 58,387,872.84 71,023,824.81 74,571,165.19 activities Cash paid for purchasing fixed, intangible 19,125,823.76 14,818,602.86 38,166,150.00 30,726,287.10 and other long-term assets Cash paid for investment Net cash received from payment of subsidiaries and other business units Other cash paid concerning investing activities Subtotal of cash outflow from 19,125,823.76 14,818,602.86 38,166,150.00 30,726,287.10 investing activities Net cash flows arising from investing 38,622,235.14 43,569,269.98 32,857,674.81 43,844,878.09 activities III. Cash flows arising from financing activities Cash received from absorbing investment 9 Including: Cash received from absorbing minority shareholders' equity investment by subsidiaries Cash received from loans 47,100,000.00 37,000,000.00 Other cash received concerning financing 247,070.35 247,070.35 activities Subtotal of cash inflow from financing 47,347,070.35 247,070.35 37,000,000.00 activities Cash paid for settling debts 38,600,000.00 27,000,000.00 Cash paid for dividend and profit 56,601,962.48 52,502,246.10 56,662,639.55 52,502,246.25 distributing or interest paying Including: Dividend and profit paid by 1,848,083.11 2,039,347.47 subsidiaries to minority shareholders Other cash paid concerning financing 45,157.55 activities Subtotal of cash outflow from 95,247,120.03 52,502,246.10 83,662,639.55 52,502,246.25 financing activities Net cash flows arising from financing -47,900,049.68 -52,255,175.75 -46,662,639.55 -52,502,246.25 activities IV. Influence on cash due to fluctuation in -361,135.12 3,019.52 -31,873.03 -40.29 exchange rate V. Net increase of cash and cash -27,033,198.37 -70,867,640.22 -5,231,173.67 -3,032,737.24 equivalents Add: Balance of cash and cash equivalents 502,339,160.35 431,494,649.19 525,818,735.46 437,725,268.74 at the period -begin VI. Balance of cash and cash equivalents at 475,305,961.98 360,627,008.97 520,587,561.79 434,692,531.50 the period–end 10