DALIAN REFRIGERATION CO., LTD. QUARTERLY REPORT FOR FIRST QUARTER, 2015 §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 All the directors have attended this Board meeting of the Company. 1.3 Chairman of the Board of Directors of the Company Mr. Ji Zhijian, Financial Majordomo Mrs. Rong Yan, and the head of Accounting Department Mrs. 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 Company Profile 2.1 Major accounting data and financial indexes January-March, January-March, Increase/decrease over the 2015 2014 same period of last year Total operating income 393,941,332.13 374,282,883.67 5.25% Net profit attributable to shareholders of 22,435,890.92 20,642,828.05 8.69% listed companies Net profit attributable to shareholders of listed companies after deducting 22,373,319.52 20,709,697.13 8.03% non-recurring gains/losses Net cash generated from operating -128,634,794.42 -52,200,052.13 -146.43% activities Basic earnings per share 0.06 0.06 0.00% Diluted earnings per share 0.06 0.06 0.00% Increase 0.05 percentage Return on equity 1.13% 1.08% points December 31, Increase/decrease over the March 31, 2015 2014 end of last year Total assets 3,122,025,088.31 3,053,930,248.25 2.23% Owner’s equity attributable to 2,047,116,199.05 1,967,027,256.13 4.07% shareholders of listed companies Amount from beginning of year to the end of report Item of non-recurring gains and losses period Tax returned/reduced by chance 619.81 Non-operating income and expense, net 97,863.78 Income tax effect 23,607.50 Minority shareholders’ gains and losses 12,304.69 Total 62,571.40 2.2 Total number and particulars of the shareholders by the end of the report period Total shareholders at the end of report period 33,705 Particulars about shares held by the top ten negotiable shareholders not subject to conditional sales Name of shareholder EOY (shares) Type Dalian Bingshan Group Co., Ltd. 57,641,762 A Sanyo Electric Co., Ltd. 35,001,500 B Lion flexible configuration hybrid securities investment fund 5,727,033 A Everbright Baode securities investment fund 5,000,000 A Tibet Aier Medical Investment Co., Ltd. 4,699,359 A Zhongrong International Trust Co., Ltd.-Rongda Wenyeng 3,148,124 A securities investment trust plans of assembled funds Shanghai International Trust Co., Ltd. 2,998,942 A BOCI SECURITIES LIMITED 2,736,554 B Jiang Youchang 2,017,566 A Sun Huiming 1,959,911 B §3 Important Matters 3.1 Major changes in main financial items and indexes, and description of the cause √ Applicable □ Inapplicable 1. The notes receivable remarkably increased in comparison with the beginning of the year, mainly due to increase of the cargo account with notes receivable from customers. 2. The amount of advances remarkably increased in comparison with the beginning of the year, mainly due to the advances for purchase of the equipment and for the project. 3. The project in construction remarkably increased in comparison with the beginning of the year, mainly due to the increase of civil engineering construction. 4. The notes payable remarkably increased in comparison with the beginning of the year, mainly due to increase of paying the purchase money with notes payable by the Company. 5. The employee’s compensation payable remarkably decreased in comparison with the beginning of year, mainly due to that the provision for employee’s compensation payable allotted at the end of the previous period was paid in this period. 6. The taxes payable remarkably increased in comparison with the beginning of the year, mainly due to the increase of value added tax. 7. The financial expenses remarkably increased, mainly due to decrease of the term deposit with less interest revenue. 8. The assets impairment losses remarkably decreased, mainly due to decrease of the accounts receivable more than one years and decrease of the provision for bad debits in the same period. 9. The net cash flow from operating activities remarkably declined, mainly due to the decrease of cash received from sales of goods or rendering of services. 10. The net cash flow from investing activities remarkably declined, mainly because the Company paid the equity transfer money of Dalian Bingshan Metal Processing Co., Ltd. 11. The net cash flow from financing activities remarkably increased, mainly because the Company received the restricted equity subscription money paid by incentive object. 3.2 Undertaking matters for trial sales of state shares and implementation √ Applicable □Inapplicable The implementation for management equity incentive plan has been performed during the reporting period. 3.3 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 3.4 Table of investigation, communication, interview received Type of Topic in discussion Reception Reception Reception form received Received persons and provided time location persons information He Siyuan from HUA CHUANG Securities.; Jin Wuyang from E FUND MANAGEMENT Co., Ltd.; Zhang Wei from Bocom Schroders; Xiao Qunxi from HUA TAI Securities; Wan Fangfang from China Asset Management Company’s Field Jan. 14, 2015 Institution Co., Ltd.; Meng Xia from Harvest Fund; Zhang Yu from office investigation TIAN HONG FUND MANAGEMENT Co., Ltd. Cai Yi from Everbright Pramerica FUND MANAGEMENT Co., Ltd.; Zhu Yuanfeng from SHANGHAI HULI ASSET MANAGEMENT Co., Ltd. Information about Xu Jianhua from Orient Securities Co., Ltd; Zhang Zhao Company’s Field the fundamentals of Jan. 16, 2015 Institution from GF Securities; He Yiguang from Great Wall Fund office investigation the Company Management Co.,Ltd. Company’s Field Jan. 19, 2015 Institution Yu Huiling from Karst Peak Capital Limited office investigation Li Ming from GUOYUAN Securities(Hong Kong) ;Wang Company’s Field Rui from Panther Asset Management Co., Ltd; Li Ran from Jan. 27, 2015 Institution office investigation South China PE Investment Fund;Chen Changfeng from Shenzhen City River Asset Management Co., Ltd; Company’s Field Huang Zhiqing from Hanlun investment consulting Mar. 17 2015 Institution office investigation (ShangHai) Co., Ltd; §4 Financial Report (attached) Not audited. Board of Directors of Dalian Refrigeration Co., Ltd. April 22, 2015 BALANCE SHEET Prepared by Dalian Refrigeration Co., Ltd. March 31, 2015 Unit: RMB Yuan 31-Mar-2015 31-Dec-2014 Assets Consolidation Parent Company Consolidation Parent Company Current assets: Monetary funds 422,039,037.49 338,370,470.68 508,511,466.02 407,573,197.89 Financial assets which are measured by fair value and which changes are recorded in current profit and loss Derivative financial assets Notes receivable 48,494,797.91 37,030,346.61 14,855,957.70 15,711,896.93 Accounts receivable 538,294,410.73 282,216,634.28 438,880,830.12 205,307,502.60 Accounts in advance 26,206,191.71 11,911,393.78 19,053,269.75 8,470,706.14 Interest receivables 5,760,186.99 5,760,186.99 4,998,982.40 4,998,982.40 Dividend receivable Other receivables 39,982,638.32 21,844,125.73 34,266,444.02 21,265,905.54 Inventories 302,473,442.21 174,910,382.67 314,879,106.56 164,069,128.20 Assets held for sale Non-current asset due within one year Other current assets 2,040,741.47 1,708,429.35 2,335,139.79 1,659,559.91 Total current assets 1,385,291,446.83 873,751,970.09 1,337,781,196.36 829,056,879.61 Non-current assets: Finance asset held available for sales 42,428,388.70 41,113,246.20 42,428,388.70 41,113,246.20 Held-to-maturity investment Long-term account receivable Long-term equity investment 1,058,800,014.25 1,181,678,985.67 1,039,229,738.85 1,146,858,810.27 Investment property 24,956,077.75 24,956,077.75 25,108,909.00 25,108,909.00 Fixed assets 406,171,842.38 234,696,135.54 414,293,269.31 239,721,541.76 Construction in progress 29,344,959.63 21,905,731.81 18,515,449.46 18,280,777.19 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 152,928,758.00 89,323,557.16 153,913,310.25 89,919,836.54 Expense on Research and Development Goodwill Long-term expenses to be apportioned 5,503,772.98 5,172,151.32 5,873,398.99 5,537,394.66 Deferred income tax asset 16,599,827.79 7,738,695.83 16,786,587.33 8,054,057.26 Other non-current asset Total non-current asset 1,736,733,641.48 1,606,584,581.28 1,716,149,051.89 1,574,594,572.88 Total assets 3,122,025,088.31 2,480,336,551.37 3,053,930,248.25 2,403,651,452.49 Legal Representative: Ji Zhijian Chief Financial Official: Rong Yan Person in Charge of Accounting Organization: Mao Chunhua BALANCE SHEET (CONTINUED) Prepared by Dalian Refrigeration Co., Ltd. March 31, 2015 Unit: RMB Yuan 31-Mar-2015 31-Dec-2014 Liabilities and shareholders’ equity Consolidation Parent Company Consolidation Parent Company Current liabilities: Short-term loans 60,000,000.00 60,000,000.00 Derivative financial liabilities Notes payable 153,794,184.29 114,597,103.43 109,546,502.61 66,979,512.02 Accounts payable 498,502,878.47 290,058,709.37 511,076,537.82 302,053,679.95 Accounts received in advance 107,124,355.40 83,112,024.46 137,629,315.42 96,325,866.23 Wage payable 31,237,906.89 3,683,392.00 55,993,637.27 13,854,152.86 Taxes payable 16,462,431.83 3,046,688.87 2,642,729.69 -2,710,393.15 Interest payable Dividend payable 533,156.00 533,156.00 533,156.00 533,156.00 Other accounts payable 62,958,829.18 32,682,531.57 60,075,814.04 49,270,430.42 Liabilities held for sale Non-current liabilities due within one year Other current liabilities Total current liabilities 930,613,742.06 527,713,605.70 937,497,692.85 526,306,404.33 Non-current liabilities: Long-term loans Bonds payable Long-term account payable Long-term wage payable Special accounts payable Projected liabilities Deferred income 52,349,109.69 5,839,609.69 52,773,884.19 5,985,884.19 Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 52,349,109.69 5,839,609.69 52,773,884.19 5,985,884.19 Total liabilities 982,962,851.75 533,553,215.39 990,271,577.04 532,292,288.52 Shareholders’ equity Share capital 360,164,975.00 360,164,975.00 350,014,975.00 350,014,975.00 Other equity instruments Capital public reserve 629,791,058.29 629,791,058.29 582,288,006.29 582,288,006.29 Specialized reserve Other comprehensive income 2,768,286.72 1,539,359.10 2,768,286.72 1,539,359.10 Special preparation Surplus public reserve 545,788,247.99 545,788,247.99 545,788,247.99 545,788,247.99 Retained profit 508,603,631.05 409,499,695.60 486,167,740.13 391,728,575.59 Translation of foreign currency capital Total owner’s equity attributable to parent company 2,047,116,199.05 1,946,783,335.98 1,967,027,256.13 1,871,359,163.97 Minority interests 91,946,037.51 96,631,415.08 Total owner’s equity 2,139,062,236.56 1,946,783,335.98 2,063,658,671.21 1,871,359,163.97 Total liabilities and shareholder’s equity 3,122,025,088.31 2,480,336,551.37 3,053,930,248.25 2,403,651,452.49 Legal Representative: Ji Zhijian Chief Financial Official: Rong Yan Person in Charge of Accounting Organization: Mao Chunhua INCOME STATEMENT Prepared by Dalian Refrigeration Co., Ltd. January-March, 2015 Unit: RMB Yuan January-March, 2015 January-March, 2014 Items Consolidation Parent Company Consolidation Parent Company I. Total sales 393,941,332.13 140,314,467.62 374,282,883.67 217,115,363.87 Including: Operating income 393,941,332.13 140,314,467.62 374,282,883.67 217,115,363.87 II. Total operating cost 384,626,946.87 137,641,411.87 366,352,721.55 213,451,817.74 Including: Operating cost 323,034,478.60 117,390,426.14 298,175,021.24 179,986,409.09 Taxes and associate charges 3,253,523.16 908,801.77 2,769,660.58 881,268.98 Selling and distribution expenses 18,498,229.05 657,674.71 18,790,788.18 9,028,567.46 Administrative expenses 42,244,320.33 23,015,905.32 47,081,482.83 26,315,173.50 Financial expense -992,802.36 -2,228,986.57 -2,022,694.73 -2,759,601.29 Impairment loss -1,410,801.91 -2,102,409.50 1,558,463.45 Add: Gain/(loss) from change in fair value Gain/(loss) from investment 15,366,075.40 15,366,075.40 15,965,189.18 15,965,189.18 Including: income form investment on affiliated 15,366,075.40 15,366,075.40 15,033,372.77 15,033,372.77 enterprise and jointly enterprise III. Operating profit 24,680,460.66 18,039,131.15 23,895,351.30 19,628,735.31 Add: non-business income 523,858.09 156,408.50 436,805.42 146,275.25 Including: profit from non-current asset disposal Less: non-business expense 600.00 114,885.34 104,144.94 Including: loss from non-current asset disposal 54,520.94 54,144.94 IV. Total profit 25,203,718.75 18,195,539.65 24,217,271.38 19,670,865.62 Less: Income tax 2,203,305.40 424,419.64 1,765,332.00 1,056,567.43 V. Net profit 23,000,413.35 17,771,120.01 22,451,939.38 18,614,298.19 Net profit attributable to parent company 22,435,890.92 17,771,120.01 20,642,828.05 18,614,298.19 Minority shareholders’ gains and losses 564,522.43 1,809,111.33 VI. After-tax net amount of other comprehensive -11,250.00 -11,250.00 incomes After-tax net amount of other comprehensive -11,250.00 -11,250.00 incomes attributable to owners of the Company (I) Other comprehensive incomes that will not be reclassified into gains and losses 1. Changes in net liabilities or assets with a defined benefit plan upon re-measurement 2. Enjoyable shares in other comprehensive incomes in investees that cannot be reclassified into gains and losses under the equity method …… (II) Other comprehensive incomes that will be -11,250.00 -11,250.00 reclassified into gains and losses 1. Enjoyable shares in other comprehensive incomes in investees that will be reclassified into -11,250.00 -11,250.00 gains and losses under the equity method 2. Gains and losses on fair value changes of available-for-sale financial assets 3. Gains and losses on reclassifying held-to-maturity investments into available-for-sale financial assets 4. Effective hedging gains and losses on cash flows 5. Foreign-currency financial statement translation difference 6. Other …… After-tax net amount of other comprehensive incomes attributable to minority shareholders VII Total comprehensive income 23,000,413.35 17,771,120.01 22,440,689.38 18,603,048.19 Total comprehensive income attributable to 22,435,890.92 17,771,120.01 20,631,578.05 18,603,048.19 parent company Total comprehensive income attributable to 564,522.43 1,809,111.33 minority shareholders VIII. Earnings per share -- (I) basic earnings per share 0.06 0.06 (II) diluted earnings per share 0.06 0.06 Legal Representative: Ji Zhijian Chief Financial Official: Rong Yan Person in Charge of Accounting Organization: Mao Chunhua CASH FLOW STATEMENT Prepared by Dalian Refrigeration Co., Ltd. January -March, 2015 Unit: RMB Yuan January -March, 2015 January -March, 2014 Items Consolidation Parent Company Consolidation Parent Company I. Cash flows arising from operating activities: Cash received from selling commodities and 168,986,081.23 28,836,321.34 258,168,491.59 129,517,068.78 providing labor services Write-back of tax received 191,191.89 Other cash received concerning operating 6,535,219.95 3,079,486.91 10,317,082.95 7,064,206.98 activities Subtotal of cash inflow arising from 175,712,493.07 31,915,808.25 268,485,574.54 136,581,275.76 operating activities Cash paid for purchasing commodities and 162,207,962.07 80,610,184.43 166,004,472.76 105,195,308.57 receiving labor service Cash paid to/for staff and workers 91,911,242.24 38,017,364.23 95,676,251.19 61,112,064.90 Taxes paid 20,384,745.23 7,324,384.03 25,901,701.92 10,673,352.23 Other cash paid concerning operating 29,843,337.95 6,752,073.30 33,103,200.80 18,348,465.16 activities Subtotal of cash outflow arising from 304,347,287.49 132,704,005.99 320,685,626.67 195,329,190.86 operating activities Net cash flows arising from operating -128,634,794.42 -100,788,197.74 -52,200,052.13 -58,747,915.10 activities II. Cash flows arising from investing activities: Cash received from recovering investment 15,000,000.00 15,000,000.00 Cash received from investment income 283,450.00 250,000.00 Net cash received from disposal of fixed, 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 0.00 0.00 15,283,450.00 15,250,000.00 activities Cash paid for purchasing fixed, intangible 13,203,094.43 5,394,470.50 8,032,238.93 6,814,611.62 and other long-term assets Cash paid for investment 13,454,100.00 19,454,100.00 Net cash received from payment of subsidiaries and other business units Other cash paid concerning investing activities Subtotal of cash outflow from investing 26,657,194.43 24,848,570.50 8,032,238.93 6,814,611.62 activities Net cash flows arising from investing -26,657,194.43 -24,848,570.50 7,251,211.07 8,435,388.38 activities III. Cash flows arising from financing activities Cash received from absorbing investment 60,434,000.00 56,434,000.00 Including: Cash received from absorbing minority shareholders' equity investment by 4,000,000.00 subsidiaries Cash received from loans 14,860,000.00 7,400,000.00 Other cash received concerning financing 32,953,876.63 16,145,665.64 activities Subtotal of cash inflow from financing 108,247,876.63 72,579,665.64 7,400,000.00 0.00 activities Cash paid for settling debts 3,000,000.00 2,800,000.00 Cash paid for dividend and profit distributing 3,404,791.88 2,356,211.54 or interest paying Including: dividends or profit paid by 1,544,036.54 subsidiaries to minority shareholders Other cash paid concerning financing 21,149,935.79 17,020,534.09 activities Subtotal of cash outflow from financing 27,554,727.67 17,020,534.09 5,156,211.54 0.00 activities Net cash flows arising from financing 80,693,148.96 55,559,131.55 2,243,788.46 0.00 activities IV. Influence on cash due to fluctuation in -69,647.80 41.03 4,381.10 97.56 exchange rate V. Net increase of cash and cash equivalents -74,668,487.69 -70,077,595.66 -42,700,671.50 -50,312,429.16 Add: Balance of cash and cash equivalents at 475,557,589.39 391,427,532.25 502,339,160.35 431,494,649.19 the period -begin VI. Balance of cash and cash equivalents at 400,889,101.70 321,349,936.59 459,638,488.85 381,182,220.03 the period–end Legal Representative: Ji Zhijian Chief Financial Official: Rong Yan Person in Charge of Accounting Organization: Mao Chunhua