The Company and all members of the Board of Directors hereby warrant that the information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or material omissions.

I. Important Notice
No proposals were added, rejected, or amended during the course of this meeting.
II. Status of the Meeting
1. Date of convening: May 24, 2005
2. Meeting Location: Conference Room on the 8th Floor of the Company
3. Voting method: On-site voting
4. Convenor: The Company’s Board of Directors
5. Host: Zhang He
6. The convening of the meeting complies with the provisions of the Company Law, the Stock Listing Rules, and the Articles of Association. Notice of the convening of this meeting was published in the China Securities Journal and Ta Kung Pao on April 21, 2005.
III. Attendance at the Meeting
1. Overall Attendance情况
A total of 34 shareholders and their proxies attended the meeting, representing 162,317,648 shares, or 46.37% of the company’s total outstanding voting shares of 350,014,975.
2. Attendance of A-share Tradable Shareholders A total of 19 A-share tradable shareholders and their proxies attended the meeting, representing 527,898 shares, or 0.54% of the total voting shares held by A-share tradable shareholders, which amount to 98,370,225 shares.
3. Attendance of B-share Holders
A total of two B-share shareholders and their proxies attended the meeting, representing 35.2075 million shares, or 30.62% of the total voting shares held by B-share shareholders, which amount to 115 million shares.
IV. Review and Voting on Proposals
1. Deliberated and approved the 2004 Annual Work Report of the Company’s Board of Directors;
Approved: 162,317,648 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: Among A-share circulating shareholders, 527,898 shares were approved, representing 100% of the voting rights held by A-share circulating shareholders present; opposed: 0 shares; abstained: 0 shares. Among B-share shareholders, 35,207,500 shares were approved, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
2. Deliberated and approved the 2004 Work Report of the Company’s Supervisory Board;
Approved: 162,317,648 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: Among A-share circulating shareholders, 527,898 shares were approved, representing 100% of the voting rights held by A-share circulating shareholders present; opposed: 0 shares; abstained: 0 shares. Among B-share shareholders, 35,207,500 shares were approved, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
3. Deliberated and approved the Company’s 2004 Annual Financial Settlement Report;
Approved: 162,317,648 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: Among A-share circulating shareholders, 527,898 shares were approved, representing 100% of the voting rights held by A-share circulating shareholders present; opposed: 0 shares; abstained: 0 shares. Among B-share shareholders, 35,207,500 shares were approved, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
4. Deliberated and approved the Company’s 2004 Profit Distribution Plan;
According to the audit conducted by Dalian Hualian Certified Public Accountants LLP, the Company recorded a post-tax profit of RMB 100.955 million in 2004. In accordance with relevant state regulations and the Company’s Articles of Association, RMB 9.985 million was appropriated as statutory surplus reserve at 10%, RMB 9.985 million as statutory public welfare fund at 10%, and RMB 1.561 million was set aside as reserves for consolidated subsidiaries, for a total appropriation of RMB 21.531 million. Adding this amount to the undistributed profits of the previous year, which totaled RMB 102.845 million, the total profit available for distribution to shareholders amounts to RMB 182.269 million.
According to the audit conducted by PwC Zhongtian Certified Public Accountants LLP, the company recorded a post-tax profit of RMB 108.764 million in 2004. After setting aside the statutory surplus reserve, the statutory public welfare fund, and reserves for consolidated subsidiaries, and adding the undistributed profits from the previous year of RMB 67.387 million, the total profit available for distribution to shareholders amounted to RMB 152.124 million.
In accordance with the relevant provisions of the Company’s Articles of Association and applying the lower-of-the-two principle, the distributable profits for the current year amount to RMB 152.124 million, of which RMB 9.985 million is appropriated as statutory surplus reserve at a rate of 10%, RMB 35.001 million is allocated for dividend distribution, and the remaining RMB 107.138 million is carried forward for distribution in the next fiscal year.
The Company’s 2004 dividend distribution plan is as follows: based on the total share capital of 350,014,975 shares as of the end of 2004, a cash dividend of RMB 1.00 will be distributed for every 10 shares held (inclusive of tax), with the cash dividend for B shares converted into Hong Kong dollars for payment.
This year, the company will not capitalize its capital reserve to increase share capital.
Approval: 161,893,648 shares, representing 99.74% of the voting rights held by shareholders present; Opposition: 424,000 shares; Abstentions: 0 shares. Specifically: Among A-share circulating shareholders, 103,898 shares were approved, representing 19.68% of the voting rights held by A-share circulating shareholders present; 424,000 shares were opposed; and 0 shares were abstained from. Among B-share shareholders, 35,207,500 shares were approved, representing 100% of the voting rights held by B-share shareholders present; 0 shares were opposed; and 0 shares were abstained from.
5. Deliberated and approved the report on amending the Company Charter;
In accordance with the requirements of the China Securities Regulatory Commission’s “Several Provisions on Strengthening the Protection of the Rights and Interests of Public Shareholders” and the Shenzhen Stock Exchange’s “Rules for the Listing of Stocks (Revised in 2004),” among other relevant regulations, and taking into account the Company’s actual circumstances, corresponding amendments have been made to the Company’s Articles of Association.
Approved: 162,317,648 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: Among A-share circulating shareholders, 527,898 shares were approved, representing 100% of the voting rights held by A-share circulating shareholders present; opposed: 0 shares; abstained: 0 shares. Among B-share shareholders, 35,207,500 shares were approved, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
6. Deliberated and approved the report on the appointment of the auditing firm for the year 2005;
Dalian Hualian Certified Public Accountants LLP is hereby reappointed as the Company’s domestic auditor for the year 2005. PricewaterhouseCoopers Zhongtian Certified Public Accountants LLP is likewise reappointed as the Company’s overseas auditor for the year 2005. In accordance with the specific requirements of the audit engagement, an annual audit fee of RMB 250,000 shall be paid to Dalian Hualian Certified Public Accountants LLP, with all related audit expenses to be borne by such firm; an annual audit fee of RMB 680,000 shall be paid to PricewaterhouseCoopers Zhongtian Certified Public Accountants LLP, with all related audit expenses to be borne by such firm.
Approved: 162,317,648 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: Among A-share circulating shareholders, 527,898 shares were approved, representing 100% of the voting rights held by A-share circulating shareholders present; opposed: 0 shares; abstained: 0 shares. Among B-share shareholders, 35,207,500 shares were approved, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
7. Deliberated and approved the Company’s 2005 Annual Report on Routine Related-Party Transactions.
Based on the 2004 routine related-party transactions, the Company expects the total amount of such transactions for the full year 2005 to be approximately RMB 550 million, of which about RMB 400 million will be spent on procuring complete sets of project-supporting products from related parties and about RMB 150 million will be generated from sales of supporting components to related parties.
This transaction constitutes a related-party transaction, and the related parties with an interest in such transaction have waived their voting rights on the proposal at the shareholders’ meeting. Accordingly, Dalian Bingshan Group Co., Ltd. recused itself from the vote. Directors Zhang He and Mu Chuanjiang also recused themselves from the vote. After deducting the 106,366,750 shares of voting rights held by Dalian Bingshan Group Co., Ltd. and the 48,300 shares of voting rights held by the aforementioned two directors, the total voting rights represented by the non-related shareholders in attendance amounted to 55,902,598 shares.
Approved: 55,902,598 shares, representing 100% of the voting rights held by non-affiliated shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: Among A-share circulating shareholders, 479,598 shares were approved, representing 100% of the voting rights held by non-affiliated A-share circulating shareholders present; opposed: 0 shares; abstained: 0 shares. Among B-share shareholders, 35,207,500 shares were approved, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
For detailed information on the aforementioned matters under review, please refer to the Company’s announcements of resolutions passed by the Board of Directors, the Supervisory Committee, and routine related-party transactions, which were published in the China Securities Journal and Ta Kung Pao on April 21, 2005.
V. Legal Opinion Issued by the Attorney
1. Name of the law firm: Liaoning Huaxia Law Firm
2. Attorney’s Name: Gan Haiwei
3. Conclusive Opinion: “The attorneys of this firm are of the opinion that the convening and conduct of the Company’s current shareholders’ meeting comply with the provisions of applicable laws, regulations, and the Company’s Articles of Association; the qualifications of the persons attending the meeting are lawful and valid; and the voting procedures and voting results of the meeting are lawful and valid.”

Dalian Refrigeration Co., Ltd.
May 24, 2005