I. Meeting Convening and Attendance

Dalian Refrigeration Co., Ltd. (the “Company”) convened the 2003 Annual General Meeting of Shareholders on the morning of June 3, 2004, in the Company’s Eighth-Floor Conference Room. Notice of the convening of this meeting was published in the China Securities Journal and Ta Kung Pao on April 22, 2004. A total of 39 shareholders and their proxies attended the meeting, representing 166,664,269 shares (of which 131,225,798 shares were A shares with voting rights and 35,438,471 shares were B shares with voting rights), accounting for 47.62% of the Company’s total share capital of 350,014,975 shares, thereby complying with the provisions of the Company’s Articles of Association and the Company Law. The Annual General Meeting was chaired by Mr. Zhang He, Chairman of the Board.

II. Status of Proposal Review

At this shareholders’ meeting, the following resolutions were adopted by a roll-call vote:

1. Deliberated and approved the 2003 Annual Work Report of the Company’s Board of Directors;

Approved: 166,364,269 shares (including 130,925,798 A shares and 35,438,471 B shares), representing 99.82% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 300,000 shares.

2. Deliberated and approved the 2003 Work Report of the Company’s Supervisory Board;

Approved: 166,364,269 shares (including 130,925,798 A shares and 35,438,471 B shares), representing 99.82% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 300,000 shares.

3. Deliberated and approved the Company’s 2003 Annual Financial Settlement Report;

Approved: 166,364,269 shares (including 130,925,798 A shares and 35,438,471 B shares), representing 99.82% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 300,000 shares.

4. Deliberated and approved the Company’s 2003 Profit Distribution Plan;

According to the audit conducted by Dalian Hualian Certified Public Accountants LLP, the Company recorded a post-tax profit of RMB 86.148 million in 2003. In accordance with relevant state regulations and the Company’s Articles of Association, RMB 8.726 million was appropriated as statutory surplus reserve at a rate of 10%, RMB 8.726 million as statutory public welfare fund at a rate of 10%, and RMB 1.470 million was set aside as reserves for consolidated subsidiaries, for a total appropriation of RMB 18.922 million. Adding this amount to the undistributed profits from the previous year of RMB 79.345 million, the total profit available for distribution to shareholders amounts to RMB 146.571 million.

According to the audit conducted by PwC Zhongtian Certified Public Accountants LLP, the company recorded a post-tax profit of RMB 86.634 million in 2003. After making statutory surplus reserve, statutory public welfare fund, and provisions for subsidiaries under the consolidation, together with the undistributed profits from the previous year amounting to RMB 43.260 million, the total profit available for distribution to shareholders amounted to RMB 110.972 million.

In accordance with the relevant provisions of the Company’s Articles of Association and applying the lower-of-the-two principle, the profit available for distribution to shareholders this year amounts to RMB 110.972 million. Of this amount, RMB 8.726 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 67.245 million is carried forward for distribution in the next fiscal year.

Company’s 2003 Dividend Distribution Plan:

Based on the total share capital of 350,014,975 shares as of the end of 2003, a cash dividend of RMB 1.00 is declared for every 10 shares held (inclusive of tax), with the B-share cash dividend converted into Hong Kong dollars for payment.

The Company will not capitalize its capital reserve to increase share capital this year.

Approved: 166,364,269 shares (including 130,925,798 A shares and 35,438,471 B shares), representing 99.82% of the voting rights held by shareholders present; opposed: 300,000 shares; abstained: 0 shares.

5. Deliberated and approved the report on amending the Company Charter;

In accordance with the Requirements of the Corporate Governance Guidelines for Listed Companies and the Notice on Regulating Funds Transfers between Listed Companies and Their Affiliates as well as Certain Issues Related to External Guarantees Provided by Listed Companies (CSRC Document No. [2003]56), and taking into account the Company’s actual circumstances, the Articles of Association are hereby amended as follows:

(1) Add the following provision as Article 1.8, “External Guarantees,” in Chapter 1, “General Provisions,” of the Company Charter:

“The Company shall not provide guarantees for its controlling shareholder, other related parties in which the Company holds less than 50% of the equity, or any unincorporated entities or individuals. The aggregate amount of the Company’s external guarantees shall not exceed 50% of the net assets as reported in the consolidated financial statements for the most recent fiscal year.”

Approval Procedures for the Company’s External Guarantees: Any external guarantee undertaken by the Company must be approved by the Company’s Shareholders’ Meeting or Board of Directors. For external guarantees where the guarantee amount does not exceed 10% of the Company’s most recently audited net assets, such guarantees shall be approved by the Board of Directors upon the affirmative vote of more than two-thirds of all directors. For external guarantees where the guarantee amount equals or exceeds 10% of the Company’s most recently audited net assets, such guarantees shall be approved by the Company’s Shareholders’ Meeting.

Creditworthiness criteria for the guaranteed party: the bank’s credit rating shall be no lower than AA; the asset-to-liability ratio shall not exceed 70%.

Original Article 1.8, “Term of Operation,” and Article 1.9, “Legal Effect of the Articles of Association,” shall be renumbered as Article 1.9 and Article 1.10, respectively.

(2) Clause 2.2 of the Company Charter, entitled “Scope of Business,” previously included “cargo transportation”; this provision is now deleted.

(3) Article 5.12 of the Company Charter, entitled “Voting Procedures,” originally provided: “At shareholders’ meetings, each shareholder (including proxy holders) shall exercise voting rights in proportion to the number of voting shares represented; each ordinary share entitles the holder to one vote.”

It is now amended to read: “At shareholder meetings, each shareholder (including proxy holders) shall exercise voting rights in proportion to the number of voting shares represented; except as otherwise provided in Article 5.13 of these Articles of Association regarding the use of a cumulative voting system for the election of directors, each ordinary share shall carry one vote.”

(4) Add the following provision to Article 5.13 of the Company Charter, “Election of Directors and Supervisors”: “When the controlling shareholder’s equity interest in the Company reaches or exceeds 30%, the shareholders’ meeting shall adopt a cumulative voting system for voting on proposals to elect directors. Specifically, when the shareholders’ meeting is electing two or more directors, each share held by shareholders (including proxy holders) shall carry a number of votes equal to the total number of directors to be elected. Shareholders (including proxy holders) may either concentrate all their voting rights on a single candidate or distribute them among several candidates. The Board of Directors shall, in accordance with the provisions of these Articles of Association, formulate detailed rules for implementing the cumulative voting system for director elections and submit such rules to the shareholders’ meeting for approval before they take effect.”

Approved: 166,664,269 shares (including 131,225,798 A shares and 35,438,471 B shares), representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares.

6. Deliberated and approved the report on the appointment of the auditing firm for the year 2004;

Dalian Hualian Certified Public Accountants LLP is hereby reappointed as the Company’s domestic auditor for the year 2004. PricewaterhouseCoopers Zhongtian Certified Public Accountants LLP is likewise reappointed as the Company’s overseas auditor for the year 2004. 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 that 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 that firm.

Approved: 166,664,269 shares (including 131,225,798 A shares and 35,438,471 B shares), representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares.

7. The following were elected as directors of the Company’s Fourth Board of Directors (a total of 9): Zhang He, Mu Chuanjiang, Yang Bin, Xu Xiaorui, Shimada Tadanao, Chen Geng, Lü Zhongli (Independent Director), Wang Dong (Independent Director), and Zhang Guile (Independent Director).

This director election will be conducted using a cumulative voting system.

(1) Elect Zhang He as a director of the company.

Approved: 167,144,146 shares (including 131,705,675 A shares and 35,438,471 B shares), representing 100.29% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares.

(2) Elect Mu Chuanjiang as a director of the company.

Approved: 167,414,146 shares (including 131,705,675 A shares and 35,438,471 B shares), representing 100.29% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares.

(3) Elect Yang Bin as a director of the company.

Approved: 163,924,096 shares (including 128,485,625 A shares and 35,438,471 B shares), representing 98.36% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 300,000 shares.

(4) Elect Xu Xiaorui as a director of the company.

Approved: 163,924,096 shares (including 128,485,625 A shares and 35,438,471 B shares), representing 98.36% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 300,000 shares.

(5) Elect Tadao Shimada as a director of the company.

Approved: 164,224,096 shares (including 128,785,625 A shares and 35,438,471 B shares), representing 98.54% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 20,501,532 shares.

(6) Elect Chen Geng as a director of the company.

Approved: 163,924,096 shares (including 128,485,625 A shares and 35,438,471 B shares), representing 98.36% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 300,000 shares.

(7) Electing Lü Zhongli as an independent director of the company.

Approved: 162,464,071 shares (including 127,025,600 A shares and 35,438,471 B shares), representing 97.48% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 300,000 shares.

(8) Elect Wang Dong as an independent director of the company.

Approved: 162,464,071 shares (including 127,025,600 A shares and 35,438,471 B shares), representing 97.48% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 300,000 shares.

(9) Elect Zhang Guile as an independent director of the company.

Approved: 162,464,071 shares (including 127,025,600 A shares and 35,438,471 B shares), representing 97.48% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 300,000 shares.

8. The Company’s Fourth Supervisory Board was elected, with two supervisors appointed from among the shareholders’ representatives: Yu Fuchun and Men Ruesheng. In addition, Chi Feng was elected as a supervisor by the Company’s Employees’ Congress.

(1) Elect Yu Fuchun as the company’s supervisor.

Approved: 166,664,269 shares (including 131,225,798 A shares and 35,438,471 B shares), representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares.

(2) Elect Men Yue Sheng as the company’s supervisor.

Approved: 166,664,269 shares (including 131,225,798 A shares and 35,438,471 B shares), representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares.

For detailed information on the aforementioned matters under review, please refer to the Company’s Announcement on Resolutions Adopted at the Tenth Meeting of the Third Session of the Board of Directors, published on April 22, 2004, in the China Securities Journal and Ta Kung Pao.

III. Legal Opinion Issued by the Attorney

This shareholders’ meeting was witnessed by Attorney Bao Jingxin of Liaoning Huaxia Law Firm, which issued a legal opinion. The firm’s conclusive opinion is as follows: “In summary, our firm’s attorneys are of the view 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 results of the meeting are lawful and valid.”

No proposals were added, rejected, or amended at this shareholders’ meeting.

IV. Supporting Documents for Review

1. The minutes of this shareholders’ meeting and the resolutions passed at the meeting;

2. Legal opinion issued by Attorney Bao Jingxin of Liaoning Huaxia Law Firm;

3. Articles of Association.

Dalian Refrigeration Co., Ltd.
June 3, 2004