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Dalian Refrigeration Co., Ltd. 2011 Annual Report

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Dalian Refrigeration Co., Ltd. 2011 Annual Report Dalian Refrigeration Co., Ltd. 2011 Annual Report Dalian Refrigeration Co., Ltd. 2011 Annual Report CONTENTS §1 Important Notes⋯⋯⋯⋯⋯ ⋯⋯⋯⋯⋯ ⋯⋯⋯⋯⋯ ⋯⋯⋯⋯⋯ ⋯⋯⋯⋯⋯ ⋯⋯ 2 §2 Company Profile⋯⋯⋯⋯ ⋯⋯⋯ ⋯⋯ ⋯⋯⋯ ⋯⋯ ⋯⋯⋯ ⋯⋯ ⋯⋯⋯ ⋯⋯ ⋯ 2 §3 Summary of Accounting Data and Business Data⋯⋯ ⋯ ⋯⋯⋯ ⋯⋯ ⋯⋯⋯ ⋯⋯ ⋯ 4 §4 Changes in Share Capital and Particulars about Shareholders⋯⋯⋯ ⋯⋯⋯ ⋯⋯ 6 §5 Directors, Supervisors, Senior Staff Members and Employees of the Company⋯⋯ 9 §6 The Administrative System of the Company⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯ 13 §7 The Internal Control of the Company⋯ ⋯⋯⋯⋯⋯ ⋯⋯⋯⋯⋯ ⋯⋯⋯⋯⋯ ⋯⋯⋯ 15 §8 Brief Introduction to the Shareholders General Meeting⋯ ⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯ 16 §9 Report of the Board of Directors⋯⋯⋯⋯ ⋯⋯⋯⋯⋯ ⋯⋯⋯⋯⋯ ⋯⋯⋯⋯⋯ ⋯ 17 §10 Report of the Supervisory Board⋯⋯⋯⋯ ⋯⋯⋯⋯ ⋯ ⋯⋯⋯⋯ ⋯ ⋯⋯⋯⋯ ⋯ ⋯ 29 §11 Significant Events⋯⋯⋯⋯⋯ ⋯⋯⋯⋯⋯ ⋯⋯⋯⋯⋯ ⋯⋯⋯⋯⋯ ⋯⋯⋯⋯⋯ ⋯ 31 §12 Financial Report⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯ 37 §13 Contents of Reference Documents⋯ ⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯⋯ 95 1 Dalian Refrigeration Co., Ltd. 2011 Annual Report §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 not 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 financial report has been audited by ZON ZUN Certified Public Accounts Office Ltd. who has presented unqualified opinion audit report. 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 annual 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 Basic 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 English name and abbreviation Dalian Refrigeration Co., Ltd. DRC Legal representative Zhang He Registered address and office address 888 Xinan Road, Shahekou District, Dalian Post code 116033 Internet web site of the Company www.daleng.cn E-mail of the Company [email protected] Newspapers selected by the Company for China Securities Daily, Hong Kong Commercial information disclosure Daily Website designated by China Securities http://www.cninfo.com.cn Regulatory Commission for annual report Place where annual report is kept Company’s Securities Dept. Latest registration date of Company Dec. 18, 1993 Dalian Industrial & Commercial Administration Latest place of registration of Company Bureau Corporate registration number of Business 210200000266757 License Taxation registration number Da Guo, Di Sha (Zhi)210204242361300 Organization code 24236130-0 Accounting office engaged by Company Zonzun Accounting Office Ltd. Address of accounting office engaged by Beijing, China Company Signing CPAs Sui Guojun, Liu Lu 2 Dalian Refrigeration Co., Ltd. 2011 Annual Report 2.2 Contact person and method Authorized representative in charge Secretary of the Board of Directors of securities affairs Name Ms. Xu Junrao Mr. Song Wenbao Contact address Accounting Department of Dalian Securities Department of Dalian Refrigeration Co., Ltd. Refrigeration Co., Ltd. Telephone 0086-411-86538130 0086-411-86654530 Fax 0086-411-86641470 0086-411-86654530 E-mail [email protected] [email protected] 2.3 Company history The Company was reorganized from the primary operation and production part of former Dalian Refrigerator Plant for. In Oct. 1993, the Company issued A-stock for the first time. In Dec. 8, 1993, the A-stock of the company was listed in Shenzhen Securities Exchange. In Mar. 1998, the Company issued B-stock to increase the capital. In Mar. 20, 1998, the B-stock of the company was listed in Shenzhen Securities Exchange. The changes in registered capital since the company was listed are shown below: (a) After the Company issued for the first time 30,000,000 shares of A-stock in Oct. 1993, the registered capital became RMB 101,000,000 yuan. (b) After the Company granted 9,550,000 shares on basis of 0.5 share per 10 shares for state stock, corporation stock and 2 shares per 10 shares for public stock in Apr. 1994, the registered capital became RMB 110,550,000 yuan. (c) After the Company reissued 9,970,500 new shares at a proportion of 2.74 to 10 in Dec. 1994, the registered capital of the Company became RMB 120,520,500 yuan. (d) After the Company granted 24,104,100 shares on basis of 2 shares per 10 shares in May 1995, the registered capital became RMB 144,624,600 yuan. (e) After the company reissued 43,387,380 new shares at a proportion of 3 to 10 in May 1997, the registered capital became RMB 188,011,980 yuan. (f) After the Company granted 47,002,995 shares on basis of 2.5 shares per 10 shares in Jul. 1997, the registered capital became RMB 235,014,975 yuan. (g) After the Company reissued 115,000,000 shares of B-stock in Mar. 1998, the registered capital became RMB 350,014,975 yuan. The changes in corporate business license registration number since the company was listed are shown below: On Jun. 13, 2011, it was changed from 2102001100326 into 210200000266757. 3 Dalian Refrigeration Co., Ltd. 2011 Annual Report §3 Summary of Accounting Data and Financial Indexes 3.1 Main accounting data (Unit: RMB Yuan) Increase/decrease 2011 2010 compared with 2009 previous year (%) Operating revenue 1,863,253,549.47 1,495,527,374.22 24.59% 1,394,541,531.47 Operating profit 110,664,550.09 100,908,230.11 9.67% 74,449,999.66 Total profit 130,283,952.16 123,562,724.41 5.44% 96,008,278.10 Net profit attributable to shareholders of listed companies 81,621,060.33 99,806,352.77 -18.22% 78,631,260.28 Net profit belonging to the shareholders of listed companies after 15,699,415.00 72,261,483.27 -78.27% 66,102,198.64 the deduction of non-recurring profit and loss Net cash flow from operating activities 168,363,149.93 171,915,118.26 -2.07% 198,099,187.97 Increase/decrease At the end of 2011 At the end of 2010 compared with At the end of 2009 previous year（％） Total assets 3,053,660,921.27 2,912,380,523.59 4.85% 2,706,288,741.35 Total liabilities 1,207,428,647.27 1,093,895,876.24 10.38% 929,179,533.94 Owner's equity attributable to shareholders of listed companies 1,748,822,103.82 1,726,095,242.62 1.32% 1,689,604,922.90 Share capital 350,014,975.00 350,014,975.00 0.00% 350,014,975.00 3.2 Main financial indexes (Unit: RMB Yuan) Increase/decrease compared with 2011 2010 2009 previous year（％） Basic earning per share 0.23 0.29 -20.69% 0.22 Diluted earnings per share 0.23 0.29 -20.69% 0.22 Basic earning per share after deduction of incidental profit and loss 0.04 0.21 -80.95% 0.19 Weighted average return on net asset yield 4.71% 5.84% Decrease 1.13 percentage points 4.70% Weighted average return on net asset after deduction of incidental profit and loss 0.91% 4.23% Decrease 3.32 percentage points 3.95% Per share net cash flow from operating activities 0.48 0.49 -2.04% 0.57 At the end of At the end Increase/decrease compared with At the end 2011 of 2010 previous year（％） of 2009 Per share net assets belonging to the shareholders of listed companies 5.00 4.93 1.42% 4.83 Ratio of liabilities to assets 39.54% 37.56% Increase 1.98 percentage points 34.33% 4 Dalian Refrigeration Co., Ltd. 2011 Annual Report Note: Deduction of incidental profit and loss and the amount involved 2011 2010 2009 Disposal gains and losses of non-current asset 52,845,646.18 -104,525.02 -214,175.10 Tax returned/reduced by chance 0.00 174,754.25 160,773.23 Government subsidies included in current profit or loss 12,677,393.52 18,549,414.87 17,153,239.97 Disposal gains from investments on financial assets available for sale 20,903,931.90 17,384,712.48 0.00 Other non-operating revenue or expense 2,325,576.15 1,393,933.25 659,978.06 Influence on income tax -21,998,451.02 -9,002,162.72 -3,989,181.74 Influence on minority shareholders -832,451.40 -851,257.61 -1,241,572.78 Influence on net profit 65,921,645.33 27,544,869.50 12,529,061.64 3.3 Difference in net profit as audited by Chinese Accounting Standards (CAS) and International Financial Reporting Standards (IFRS): None 5 Dalian Refrigeration Co., Ltd. 2011 Annual Report §4 Changes in Share Capital and Particulars about Shareholders 4.1 Statement on changes in capital stock (unit: share) Before change Increase/decrease（+，-） After change Shares New Bonus Quantity Proportion converted from Other Subtotal Quantity Proportion issue Share PAF Ⅰ. Shares with sale 76,947,796 21.98% -57,641,762 -57,641,762 19,306,034 5.52% restriction 1.Shares held by the State 2.Shares held by state-owned corporates 3.Shares held by other 76,855,683 21.96% -57,641,762 -57,641,762 19,213,921 5.49% domestic investors In which: Shares held by domestic non-state-owned 76,855,683 21.96% -57,641,762 -57,641,762 19,213,921 5.49% corporates Shares held by domestic natural persons 4.Shares held by foreign corporations In which: Shares held by foreign investors Shares held by foreign natural persons 5.
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