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1、1,2,Fax,Stock Code:000530;200530 Short Form of the Stock:Daleng Gufen;Daleng B;No:2011-002Dalian Refrigeration Co.,Ltd.2010 Annual Report Summary Important Notes1.1 The directors and the Board of Directors,the supervisors and the Supervisory Board,andSenior staff members of Dalian Refrigeration Co.,
2、Ltd.(hereinafter referred to as the Company)hereby confirm that there are not any important omissions,fictitious statements or seriousmisleading carried in this report,and shall take all responsibilities,individual and/or joint,for thereality,accuracy and completeness of the whole contents.This summ
3、ary is extracted from the original of the annual report.For more information,theinvestors are recommended to refer to the original.1.2 The financial report has been audited by ZON ZUN Certified Public Accounts Office Ltd.whohas presented unqualified opinion audit report.1.3 Chairman of the Board of
4、Directors of the Company Mr.Zhang He,Financial Majordomo andthe head of Accounting Department Ms.Xu Junrao hereby confirm that the financial report of theannual report is true and complete.1.4 This report is written respectively in Chinese and in English.In the event of any discrepancybetween the tw
5、o above-mentioned versions,the Chinese version shall prevail.Company Profile2.1 Basic information,Short form of the stockStock codeListed stock exchangeRegistered address and office addressPost codeInternet web site of the CompanyE-mail of the Company2.2 Contact person and method,DALENG GUFEN;DALENG
6、-B000530;200530Shenzhen Stock Exchange888 Xinan Road,Shahekou District,D,Secretary of the Board of Directors,Authorized representative in chargeof securities affairs,NameContact addressTelephoneE-mail,Ms.Xu JunraoAccounting Department of DalianRefrigeration Co.,Ltd.0086-411-865381300086-411-1,Mr.Son
7、g WenbaoSecurities Department of DalianRefrigeration Co.,Ltd.0086-411-866545300086-411-,3,Summary of Accounting Data and Financial Indexes3.1 Main accounting data(Unit:RMB Yuan)Increase/decrease,2010,2009,compared with,2008,previous year(%),Operating revenueTotal profitNet profit attributable to sha
8、reholders of listed companiesNet profit belonging to the shareholders of listed companies after,1,495,527,374.22123,562,724.4199,806,352.7772,261,483.27,1,394,541,531.4796,008,278.1078,631,260.2866,102,198.64,7.24%28.70%26.93%9.32%,1,513,436,237.50136,450,555.42127,359,605.47116,490,123.80,the deduc
9、tion of non-recurring profit and loss,Net cash flow from operating activities,171,915,118.26,198,099,187.97,-13.22%,71,202,362.48,Increase/decrease,At the end of 2010,At the end of 2009,compared with,At the end of 2008,previous year（）,Total assetsOwners equity attributable to shareholders of listed
10、companiesShare capital,2,912,380,523.591,726,095,242.62350,014,975.00,2,706,288,741.351,689,604,922.90350,014,975.00,7.62%2.16%0.00%,2,719,626,555.641,656,813,415.66350,014,975.00,3.2 Main financial indexes(Unit:RMB Yuan)Increase/decrease compared with,2010,2009,previous year（）,2008,Basic earning pe
11、r shareDiluted earnings per shareBasic earning per share after deduction of incidental profit and lossWeighted average return on net asset yieldWeighted average return on net asset after deduction of incidental profit and lossPer share net cash flow from operating activities,0.290.290.215.84%4.23%0.
12、49,0.220.220.194.70%3.95%0.57,31.82%31.82%10.53%Increase1.14 percentage pointsIncrease 0.28 percentage points-14.04%,0.360.360.337.83%7.16%0.203,At the end of At the end Increase/decrease compared with At the end,2010,of 2009,previous year（）,of 2008,Per share net assets belonging to the shareholders
13、 of listed companies,4.93,4.83,2.07%,4.73,Note:Deduction of incidental profit and loss and the amount involved,Disposal gains and losses of non-current assetTax returned/reduced by chanceGovernment subsidies included in current profit or lossDisposal gains from investments on financial assets availa
14、ble for saleOther non-operating revenue or expenseInfluence on income taxInfluence on minority shareholdersInfluence on net profit,-104,525.02174,754.2518,549,414.8717,384,712.481,393,933.25-9,002,162.72-851,257.6127,544,869.50,3.3 Difference in net profit as audited by Chinese Accounting Standards(
15、CAS)and InternationalFinancial Reporting Standards(IFRS):None2,4,Changes in Share Capital and Particulars about Shareholders4.1 Statement on changes in capital stock(unit:share),Before change,New,Bonus,Increase/decrease（+，-）Shares,After change,Quantity,Proportion,converted from,Other,Subtotal,Quanti
16、ty,Proportion,issue,Share,PAF,.Shares with sale,76,947,796,21.98%,76,947,796,21.98%,restriction1.Shares held by the State2.Shares held bystate-owned corporates,3.Shares held by other,76,855,683,21.96%,76,855,683,21.96%,domestic investorsIn which:Shares held by,domestic non-state-owned,76,855,683,21.
17、96%,76,855,683,21.96%,corporatesShares held by domesticnatural persons4.Shares held by foreigncorporationsIn which:Shares held byforeign investorsShares held by foreignnatural persons,5.Shares held by senior staff,92,113,0.03%,92,113,0.03%,members,.Shares without sale,273,067,179,78.02%,273,067,179,
18、78.02%,restriction,1.RMB ordinary shares2.Foreign-funded shares,158,067,179115,000,000,45.16%32.86%,158,067,179115,000,000,45.16%32.86%,listed at home3.Foreign-funded shareslisted abroad4.Others,.Total shares,350,014,975,100.00%,350,014,975,100.00%,3,0,0,0,0,0,0,0,0,0,0,0,0,0,0,0,0,0,0,0,0,0,Stateme
19、nt on changes in shares with sale restriction(unit:share),Shares with sale,Release of shares with Increase in release of,Shares with sale,Date of release,Name of shareholders,restriction at thebeginning of the year,sale restriction thisyear,shares with salerestriction this year,restriction at the en
20、dof the year,Cause of sale restriction,of salerestriction,No sale on the marketDalian Bingshan,76,855,683,76,855,683,within 60 months after,Jan.21,2011,Group Co.,Ltd.obtaining listing right.,Total,76,855,683,0,0,76,855,683,4.2 Statement of shares held by the top ten shareholdersThere were 36,498 sha
21、reholders totally as of the end of the report period,with an,Total shareholders at the end of report year,decrease of 7,292 compared with that as of the end of 2009,which including 28,129A-share holders totally,with a comparable decrease of 6,424,and 8,369 B-share,holders,with a comparable decrease
22、of 868.Shareholding of top ten shareholders,Number of,Number of,Name,Nature,Proportion,Total number,shares with sale,pledged shares,restriction,or shares frozen,Dalian Bingshan Group Co.,Ltd.SANYO ELECTRIC CO LTDDREYFUS GREATER CHINA FD,Domestic non-state-owned legal personOverseas legal personOvers
23、eas legal person,21.96%10.00%4.64%,76,855,68335,001,50016,238,818,76,855,683,Bank of Communications Schroder Growth Stock,Fund,Domestic non-state-owned legal person,2.00%,6,999,793,Bosera Emerging Growth FundHua An Baoli Allocation FundRENAISSANCE CHINA PLUS FUND,Domestic non-state-owned legal perso
24、nDomestic non-state-owned legal personOverseas legal person,1.71%0.61%0.60%,6,000,0002,121,3552,115,285,CITIC Securities Stock Selected Collective Assets,Management Plan,Domestic non-state-owned legal person,0.60%,2,113,893,Dalian Industrial Development Investment Corp.KB CHINA EQUITY FUND,Domestic
25、non-state-owned legal personOverseas legal person,0.46%0.46%,1,622,2501,605,400,Shareholding of top ten shareholders without sale restriction,NameSANYO ELECTRIC CO LTDDREYFUS GREATER CHINA FDBank of Communications Schroder Growth Stock FundBosera Emerging Growth Stock FundHua An Baoli Allocation Fun
26、dRENAISSANCE CHINA PLUS FUNDCITIC Securities Stock Selected Collective Assets Management PlanDalian Industrial Development Investment Corp.KB CHINA EQUITY FUNDCSC Assets Management Co.,Ltd.,Number of shares without sale restriction35,001,50016,238,8186,999,7936,000,0002,121,3552,115,2852,113,8931,62
27、2,2501,605,4001,575,000,Type of sharesDomestically listed foreign sharesDomestically listed foreign sharesRMB denominated ordinary sharesRMB denominated ordinary sharesRMB denominated ordinary sharesDomestically listed foreign sharesRMB denominated ordinary sharesRMB denominated ordinary sharesDomes
28、tically listed foreign sharesRMB denominated ordinary shares,Notes to the associated relationship and uniform actions of the above No information is available concerning the association relationship among the above,shareholders,4,shareholders.,CommissionofDalianMunicipalityGovernment,State-ownedAsse
29、tsSupervisionandAdministration,DalianState-ownedAssetsManagementCo.,Ltd.,DalianEquipmentManufactureInvestment,JapanSanyoElectricCo.,Ltd.,DalanZhonghuidaRefrigeration,YidaGroupCo.,Ltd.,DayangCo.,Ltd.,TechnologyCo.,Ltd.,Co.,Ltd.,4.3 Particulars about controlling shareholders and actual controller of t
30、he Company4.3.1 Particulars about change in controlling shareholders and actual controller of the CompanyApplicable Inapplicable4.3.2 Introduction of especial situation for controlling shareholder and other actual controllerThe holding shareholder of the Company is Dalian Bingshan Group Co.,Ltd.That
31、 company hasthe registered capital of 140.6 million yuan and is operating as a Sino-foreign joint venturecompany.Its legal representative is Zhang He.Its business scope covers research&development,manufacture,sale,service and installation of the products such as industrial refrigerators,freezersand
32、refrigerators,large-,mid-and small-size air-conditioners,petrochemical equipment,electronicand electric appliances,household appliances and environment protection equipment.The actual controller of the Company is State-owned Assets Supervision and AdministrationCommission of Dalian Municipality Gove
33、rnment.,100%,100%,25%,5%,15%,15%,10%,30%,Dalian Bingshan Group Co.,Ltd.21.96%Dalian Refrigeration Co.,Ltd.5,5,S,e,x,0,0,0,0,0,0,0,0,0,0,0,0,0,0,0,0,F,Particulars about the Directors,Supervisors and Senior Staff Members5.1 Particulars about changes in shares held by directors,supervisors and senior s
34、taff members,Name,Position,Age,Term of duty,Shareholdingat BOY,Shareholdingat EOY,Directors(9 persons):,Zhang HeMu ChuanjiangYang BinXu JunraoHidetoshi ArimaWang WeijieWang HuiquanXing TiancaiLiu Caiping,MMMFMMMMF,ChairmanVice chairmanDirectorDirectorDirectorDirectorIndependent directorIndependent d
35、irectorIndependent director,736154475848675056,2009.52012.52009.52012.52009.52012.52009.52012.52009.52012.52009.52012.52009.72012.52009.72012.52009.52012.5,33,34529,44503,9000,33,34529,44503,9000,Supervisors(3 persons):,Yu FuchunMen YueshengMao Chunhua,MMF,ChairmanSupervisorSupervisor,525846,2009.52
36、012.52009.52012.52009.52012.5,10,140975,10,140975,Senior staff members:,Zhang HeYang BinZhang HongzhiWang DekunWang ZhiqiangHu XitangXu Junrao,MMMMMM,General managerStanding deputygeneral managerDeputy generalmanagerDeputy generalmanagerDeputy generalmanagerDeputy generalmanagerFinancial majordomose
37、cretary of BOD,73545259494347,2009.52012.52009.52012.52009.52012.52009.52012.52009.52012.52009.52012.52009.52012.5,33,34527,46218,5253,900,33,34527,46218,5253,900,6,4,1,3,0,Particulars about the annual remuneration of directors,supervisors and senior staff members,NameZhang HeMu ChuanjiangYang BinXu
38、 JunraoWang HuiquanXing TiancaiLiu CaipingMao ChunhuaZhang HongzhiWang DekunWang ZhiqiangHu XitangTotal,Annual remuneration and allowance515,000515,000486,000377,00050,00050,00050,00065,000377,000377,000377,000377,0003,616,000,Hidetoshi Arima,Yu Fuchun,and Men Yuesheng received remuneration and allo
39、wance from theshareholders unit or other associated unit without pay from the Company.5.2 Presence of directors on the meeting of board of directors,Name ofdirectorsZhang He,Concrete dutyChairman,Times ofpresence acc.stipulation4,Practicaltimes ofpresence onthe spot1,Times ofpresence inmanner ofcomm
40、unication3,Times ofpresence inform ofentrusting0,Times ofabsence0,Consecutivetwo-timesabsenceNone,Mu Chuanjiang Vice chairman,4,1,3,0,0,None,Yang BinXu Junrao,DirectorDirector,44,11,33,00,00,NoneNone,Hidetoshi Arima Director,4,1,3,0,0,None,Wang Weijie,Director,4,1,3,0,0,None,Wang Huiquan Independent
41、 Director,4,1,3,0,0,None,Xing TiancaiLiu Caiping,Independent DirectorIndependent Director,44,11,33,00,00,NoneNone,Times of Board of Directors meeting held within the yearAmong them:Times of meeting held in on the spotTimes of meeting held in the manner of communicationTimes of meeting held in the ma
42、nner of on the spot and by communication jointly7,6,Report of the Board of Directors,6.1 Discussion and analysis of the management,A.Review of the Companys business status in the report period,(1)Summary of the Companys overall business status in the report period,a.Main business,In 2010,the Company
43、 well attained all of the major business indicators by centering aroundquality and profit,relying on energy-saving,environment-friendly and high efficient products,being powered by ceaseless improvements,putting great efforts to both the domestic and theoverseas markets,orderly raising the productio
44、n organization efficiency,carrying out intensivefull-range cost reduction work and actively enhancing the cash flow management.In 2010,theCompany made the sales income of 1,495.53 million yuan,accounting for 105.32%of 1,420,million yuan of the Companys annual business indicator for 2010,with a year-
45、on-year increase of,7.24%;and the total amount of profit of 123.56 million yuan,accounting for 104.27%of 118.5,million yuan of the Companys annual business indicator for 2010,with a year-on-year increase of,28.70%.,In 2010,the Company enhanced the overall coordination among market,technology andprod
46、uction to meet individual needs of customers,which improved the capability to respond to themarket.With more efforts to promotion of the new energy-saving and high-efficient products,theCompany timely put the new products such as new series of screw products into the market andthese products were gr
47、adually playing a leading role.With a breakthrough in the package projectmarketing for major customers,the Company established the strategic cooperation relationshipwith major customers.On the foundation of the satisfactory business performance in 2009,another breakthrough was made in marine models
48、in 2010.,By applying the stricter quality control and promoting the advanced technologies such as argonarc welding,the Company extended the range of its quality assurance system and made aremarkable improvement of its product quality in 2010.Renewal of the ASME certification,ISO9001:2008 certificati
49、on and the very strict Dow Chemical Project were also completedsuccessfully.The Company was awarded the First Liaoning Governor Quality Prize subsequent tothe First Liaoning Provincial Quality Control Prize in 2003.,In 2010,the Companys new series of energy-saving and high-efficient screw compressor
50、s with,the adjustable volumetric ratio were commercialized fully,which forcefully drove the upgradingand regeneration of products.More than 300 sets were turned out in the year with a year-on-yearincrease of more than 100%and the products were more and more popular in the market.Withsimultaneous pro
