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1、 Dalian Refrigeration Co., Ltd. 2018 Annual Report 1 Dalian Refrigeration Co., Ltd. 2018 Annual Report April, 2019 Dalian Refrigeration Co., Ltd. 2018 Annual Report 2 Section 1 Important Notice, Table of Contents, and Definitions The directors and the Board of Directors, the supervisors and the Supe
2、rvisory 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 joi
3、nt, for the reality, accuracy and completeness of the whole contents. Chairman of the Board of Directors of the Company Mr. Ji Zhijian, Financial Majordomo Mr. Ma Yun and the head of Accounting Department Mrs. Mao Chunhua hereby confirm that the financial report of the annual report is true and comp
4、lete. All the directors have attended this Board meeting of the Company. There is no significant risk having adverse influence on attainment of the Companys future development strategy and business targets. The paragraph Discussion and Analysis of the Business situation in Section 4 of this Annual R
5、eport describes major risks the Company may be confronted with, including the risk of Increasing market competition risk, the market promotion for new product and new technology slow and the Accounts receivable is on the high side. See the related sections for the countermeasures to be taken by the
6、Company. The profit distribution proposal reviewed and adopted at this Board meeting of the Company is: Based on the total capital stock of 843,212,507 shares, the dividend of RMB 0.5 in cash (including tax) will be distributed for every 10 shares; The Company will not transfer the capital reserve t
7、o increase capital stock. 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. Dalian Refrigeration Co., Ltd. 2018 Annual Report 3 CONTENTS Section 1 Important Notice, Table of Con
8、tents, and Definitions .2 Section 2 About the Company .5 Section 3 Summary of Main Accounting Data and Financial Indicators.8 Section 4 Board of Directors Report .9 Section 5 Important Issues .20 Section 6 Change in Share Capital and Shareholders Information .26 Section 7 Information on Preferred St
9、ock .30 Section 8 Information on the Companys Directors, Supervisors, Senior Management and Staff .31 Section 9 Corporate Governance .36 Section 10 Information on Corporate Bonds .39 Section 11 Financial Report.40 Section 12 Contents of Reference Documents . 174 Dalian Refrigeration Co., Ltd. 2018 A
10、nnual Report 4 Definitions Defined item Stands for Meaning Reporting period Stands for From Jan. 1, 2018 to Dec. 31, 2018 The Company, this Company Stands for Dalian Refrigeration Co., Ltd. Wuxin Refrigeration Stands for Wuhan New World Refrigeration Industries Co., Ltd., one of the subsidiaries of
11、the Company where the Company holds 100% of its shares. Bingshan Engineering Company Stands for Dalian Bingshan Group Engineering Co., Ltd，one of the subsidiaries of the Company where the Company holds 100% of its shares. Bingshan Service Company Stands for Bingshan Technology Service (Dalian) Co.,
12、Ltd. one of the subsidiaries of the Company where the Company holds 100% of its shares. Panasonic Compressor Stands for Panasonic Compressor (Dalian) Co., Ltd. one of the mutual shareholding companies of the Company, where the Company holds 40% of its shares. Panasonic Cold- Chain Stands for Panason
13、ic Cold- Chain (Dalian) Co., Ltd. one of the mutual shareholding companies of the Company, where the Company holds 40% of its shares. Panasonic Refrigerating System Stands for Panasonic Refrigerating System (Dalian) Co., Ltd., one of the mutual shareholding companies of the Company, where the Compan
14、y holds 20% of its shares Fuji- Bingshan Stands for Dalian Fuji- Bingshan Vending Machine Co., Ltd., one of the mutual shareholding companies of this Company, where the Company holds 49% of its shares. Kelvin Stands for Dalian Kelvin Technology Financial Leasing Co., Ltd，an indirect joint venture co
15、mpany Hua Hui Da Stands for Dalian Bingshan Hua Hui Da Financial Leasing Co., Ltd，an indirect joint venture company Bingshan Wisdom Stands for Dalian Bingshan Wisdom Park Co., Ltd，an indirect joint venture company Fuji Bingshan Control Systems Stands for Dalian Fuji Bingshan Control Systems Co., Ltd
16、., an indirect joint venture company Dalian Refrigeration Co., Ltd. 2018 Annual Report 5 Section 2 About the Company I. Company 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
17、English name and abbreviation Dalian Refrigeration Co., Ltd. DRC Legal representative Ji Zhijian Registered address No.106, Liaohe East Road, Dalian Economic and Technological Development Zone Post code of Registered address 116630 Office address No.106, Liaohe East Road, Dalian Economic and Technol
18、ogical Development Zone Post code of Office address 116630 Internet web site of the Company E- mail of the Company II. Contact persons and information Secretary of the Board of Directors Authorized representative for securities affairs Name Song Wenbao Du Yu Address DALENG GUFEN SecuritiesLegal Affa
19、irs No.106, Liaohe East Road, Dalian Economic and Technological Development Zone DALENG GUFEN SecuritiesLegal AffairsNo.106, Liaohe East Road, Dalian Economic and Technological Development Zone Tel. 0411- 87968130 0411- 87968822 Fax 0411- 87968125 0411- 87968125 E- mail III. Information disclosure a
20、nd place of preparation for inquiry Name of the newspaper designated by the Company for information disclosure China Securities Daily and Hong Kong Commercial Daily Address of the website designated by China Securities Regulatory Commission for publishing this Annual Report http:/ Place where this A
21、nnual Report was prepared for inquiry SecuritiesLegal Affairs Department of the Company IV. Alteration to the registration Organization code 912102002423613009 Change in main business since the Company was listed No change Changes in the holding shareholder No change V. Other related information Acc
22、ounting firm engaged by the Company Name of accounting firm ShineWing CPAs (Special General Partnership) Office location of accounting firm 9/F,A Building No.,8 north street of Chao Yang Men, Dong Cheng District Beijing, Dalian Refrigeration Co., Ltd. 2018 Annual Report 6 China Name of signing certi
23、fied public accountant Sui Guojun, Wang Dong Sponsor the Company appointed for performance of the consistent supervision duty in the reporting period Applicable Not applicable Financial consultant the Company appointed for performance of the consistent supervision duty in the reporting period Applic
24、able Not applicable VI. Main accounting data and financial indicators 2018 2017 Increase/decrease compared with previous year 2016 Operating revenue 1,966,064,612.44 2,079,715,105.37 - 5.46% 1,893,200,939.64 Net profit attributable to shareholders of listed companies 110,503,175.90 200,759,820.17 -
25、44.96% 182,234,151.73 Net profit belonging to the shareholders of listed companies after the deduction of non- recurring profit and loss 45,862,588.97 165,044,724.44 - 72.21% 148,598,436.25 Net cash flow from operating activities - 119,657,885.64 - 207,225,851.22 42.26% - 6,607,069.97 Basic earnings
26、 per share 0.13 0.23 - 43.48% 0.22 Diluted earnings per share 0.13 0.23 - 43.48% 0.22 Weighted average return on net asset yield 3.21% 5.97% Decrease 2.76 percentage points 5.98% 2018.12.31 2017.12.31 Increase/decrease compared with previous year 2016.12.31 Total assets 5,568,279,452.26 5,619,621,50
27、0.67 - 0.91% 5,095,986,440.32 Owners equity attributable to shareholders of listed companies 3,377,633,617.02 3,416,531,064.91 - 1.14% 3,301,087,748.86 VII.1.Difference of accounting data between as per Chinese accounting standards and as per International Accounting Standards Applicable Not applica
28、ble 2. Difference of accounting data between as per Chinese accounting standards and as per Foreign Accounting Standards The difference of accounting data between as per Chinese Accounting Standards and as per International Accounting Standards was 0. VIII. The quarter main financial indicators the
29、first quarter the second quarter the third quarter the fourth quarter Operating revenue 515,183,744.97 513,894,791.82 482,267,734.29 454,718,341.36 Net profit attributable to shareholders of listed companies 25,593,358.53 33,424,183.75 14,417,569.50 37,068,064.12 Net profit belonging to the sharehol
30、ders of listed companies after the deduction of non- recurring profit and loss 24,307,838.37 32,877,338.94 13,143,470.72 - 24,466,059.06 Net cash flow from operating activities - 117,217,303.00 1,888,545.83 - 29,149,291.90 24,820,163.40 Dalian Refrigeration Co., Ltd. 2018 Annual Report 7 IX. Non- re
31、curring profits and losses and their amounts item 2018 2017 2016 Disposal gains and losses of non- current asset 374,143.29 552,588.02 - 23,302,552.40 Government subsidies included in current profit or loss 8,124,911.87 11,830,406.39 4,072,664.60 Earnings from the Company get subsidiaries, associate
32、d companies and joint venture investment cost less than get investment should enjoy the invested entity produced by the fair value of the identifiable net assets yield 1,070,288.17 30,334,841.93 Debt restructuring gains and losses 229,833.00 The net profit and loss of the subsidiary period from the
33、beginning to the consolidation date of the company under the same control. 1,418,670.20 Disposal gains from investments on financial assets available for sale 66,702,217.88 27,467,019.93 27,629,395.44 Other non- operating revenue or expense 29,037.03 668,896.45 976,314.82 Influence on income tax 11,
34、478,840.61 6,520,362.10 6,190,610.26 Influence on minority shareholders 181,170.70 - 297,876.84 114,171.65 Total 64,640,586.93 35,715,095.73 33,635,715.48 During the reporting period, the Company sold 3 million shares of Guotai Junan, and the shares of Liaoning Mike Group Co., Ltd. held by the Compa
35、ny, and received investment returns of 66,702,217.88 yuan. Dalian Refrigeration Co., Ltd. 2018 Annual Report 8 Section 3 The Companys Business profile I. The Companys Main business during the reporting period The Company revolves around hot and cold businesses, is committed to developing Industrial
36、refrigeration and heating business field, commercial refrigeration and refrigeration business field, air- conditioning and environment business field, core parts business field, engineering and service business field have covered the key areas of the cold and hot industrial chain and forged the comp
37、lete cold and hot industrial chain in China. II. Major changes in main assets 1. Major changes in main assets Main assets Explain for major changes Construction in progress Significantly decreased on a year- on- year basis, mainly because the contract energy management projects transferred to fixed
38、assets. Other current assets Significantly decreased on a year- on- year basis, mainly because the bank financial products were due to be collected within the reporting period. 2. The main overseas assets Applicable Not applicable III. Analysis of core competence The Company closely focuses on main
39、business of cold and heat; independent R&D and joint venture partnerships are cooperate with each other effectively; capital resources integration and business model innovation are in a positive interaction; the community of business and interest are being created in two ways; the develop mode with
40、Bingshan characteristic are formed. The Company has the most integrated cold- heat industrial chain for offering kinds of comprehensive solution services, including design, manufacture, installation and maintenance etc., and can satisfy individual requirements preferably. The Company possesses a mat
41、ure and solid marketing networks and after- sale service network on/off- line, and can offer high quality and high value- added services more initiative and faster for clients from around the city. After overall relocation reform, the new factory of intelligence, environment protection, high efficie
42、ncy and safety are put into used, which produces a strong comparative advantage for creating higher value to the customers. While move forward with transformation and upgrading for former business, the Company will implement the cultivation for new business, thus the sustainable healthy development
43、will come more and more feasible. Core- competency of the Company further promoted in the reporting period. Dalian Refrigeration Co., Ltd. 2018 Annual Report 9 Section 4 Management discussion and analysis I. Summary In 2018, the Company adhered to the theme of “Committing to Innovation, Focusing on
44、Transformation, and Sharing”, insisted on developing industry- leading new products and technologies that meet market demand, innovated and developed new markets, and cultivated market segments, took the development and utilization of energy, especially the secondary energy, as the continuous develo
45、pment point of transformation and upgrading strategy. By leveraging the three creations platform, we made concerted efforts, assumed and shared together, and endeavored to achieve the key business indicators. In 2018, the Company achieved operating income of 1,966,060 thousand Yuan, with a year- on-
46、 year decrease of 5.46%; achieved a total profit of 118,877 thousand Yuan, with a year- on- year decrease of 45.59%, mainly due to the intensification of market competition during the reporting period and the shortage of customers funds, based on operational risk prevention, the Company voluntarily
47、abandoned orders with poor contract quality; after the Company relocated the new factory area, fixed expenses increased more, but the Companys capacity has not yet been fully released; implementing the strategy of transformation and upgrading, the project investment in the early stage is relatively
48、large, and the effect needs to be gradually reflected in the following years. During the reporting period, the Companys subsidiary, Wuhan New World Refrigeration accelerated the strategic transformation, completed the development of new products such as ultra- high temperature steam heat pump units
49、and large- scale water vapor compressor units. The natural gas pipeline network pressure energy generation and cold energy recovery system, mine return air waste heat direct utilization system and other landmark new products realized commercial use in multiple projects in many places. It has won the
50、 AAA credit enterprise of enterprise credit assessment in Chinas refrigeration and air- conditioning industry. During the reporting period, the Companys subsidiary Bingshan Engineering Company continued to deepen the hot and cold market segment by virtue of its high value- added deep enthalpy energy