Dalian Refrigeration Co., Ltd. (the “Company”) convened the 2000 Annual General Meeting of Shareholders on the morning of May 22, 2001, in the Company’s conference room. Notice of the convening of this meeting was published in the China Securities Journal and Ta Kung Pao on April 17, 2001. A total of 56 shareholders and their proxies attended the meeting, representing 172,220,050 shares (of which 136,745,750 were A shares with voting rights and 35,474,300 were B shares with voting rights), accounting for 49.2% 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 General Meeting adopted the following resolutions by a show-of-hands vote:

I. Deliberated and approved the 2000 Annual Work Report of the Company’s Board of Directors;
The Company’s Board of Directors conscientiously implemented all resolutions adopted at the 1999 Annual General Meeting of Shareholders. The Company’s 1999 dividend distribution plan was fully executed by the Board in July 2000.
Approved 172,220,050 shares (including 136,745,750 A shares and 35,474,300 B shares), representing 100% of the voting rights held by shareholders present at the meeting.
II. Deliberated and approved the 2000 Annual Work Report of the Company’s Supervisory Board;
Approved 172,220,050 shares (including 136,745,750 A shares and 35,474,300 B shares), representing 100% of the voting rights held by shareholders present at the meeting.
III. Deliberated and approved the Company’s 2000 Annual Financial Settlement and the 2001 Annual Financial Budget Report;
Approved 172,220,050 shares (including 136,745,750 A shares and 35,474,300 B shares), representing 100% of the voting rights held by shareholders present at the meeting.
IV. Deliberated and approved the Company’s 2000 Profit Distribution Plan;
According to the audit conducted by Dalian Hualian Certified Public Accountants LLP, the Company recorded a post-tax profit of RMB 78.151 million in 2000. In accordance with relevant state regulations and the Company’s Articles of Association, RMB 7.815 million was appropriated as statutory surplus reserve, RMB 7.815 million as statutory public welfare fund, and RMB 7.815 million as discretionary surplus reserve, with an additional RMB 1.747 million set aside as reserves for consolidated subsidiaries, for a total appropriation of RMB 25.192 million. Adding this amount to the undistributed profits from the previous year of RMB 19.290 million, the total profit available for distribution to shareholders amounted to RMB 72.249 million.
According to the audit conducted by Arthur Andersen, an international accounting firm, the company recorded after-tax profits of RMB 66.209 million in 2000. After setting aside the statutory surplus reserve fund, the statutory public welfare fund, and the discretionary surplus reserve fund, and adding the undistributed profits from the previous year of RMB 16.37 million, the total profit available for distribution to shareholders amounted to RMB 57.387 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 57.387 million, of which RMB 35.001 million will be allocated as dividends, with the remaining RMB 22.386 million carried forward for distribution in the next fiscal year.
The Company’s 2000 dividend distribution plan: Based on the total share capital of 350,014,975 shares as of the end of 2000, a cash dividend of RMB 1.00 will be distributed 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.
Approval was granted for 172,220,500 shares (including 136,745,750 A shares and 35,474,300 B shares), representing 100% of the voting rights held by shareholders present at the meeting.
V. Deliberated and approved the Report on Amendments to the Company Charter;
1. Incorporate the scope of venture investments approved by the 1998 Annual General Meeting of Shareholders, along with the corresponding investment authorities, into the Company’s Articles of Association.
2. Amend Article 11.3 of the Company Charter to read: “In principle, the Company shall distribute dividends once a year; provided, however, that this shall not apply in the event of a special resolution passed by the Shareholders’ Meeting.”
3. Delete the relevant provisions concerning allocated shares in Article 3.3 of the Company Charter.
Approval was granted for 172,220,500 shares (including 136,745,750 A shares and 35,474,300 B shares), representing 100% of the voting rights held by shareholders present at the meeting.
VI. The following were elected as directors of the Company’s Third Board of Directors (a total of 17, listed in order of the number of strokes in their surnames): Yu Shoutao, Kobayashi Hideo, Wang Zhiqiang, Wang Dekun, Wang Guotong, Bai Lin, Yoshida Akira, Lü Zhongli, Li Mei, Liu Menghua, Zhang He, Zhang Hongzhi, Yang Bin, Zou Zhiming, Qiao Li, Xu Hui, and Mu Chuanjiang.
All of the aforementioned directors were elected by unanimous consent, representing 100% of the voting rights held by the shareholders present.
VII. The Company’s Third Supervisory Board was elected, comprising two supervisors appointed by shareholder representatives: Men Ruesheng and Zhu Guangxi. All of the aforementioned supervisors received unanimous approval, with 100% of the voting rights held by the shareholders present in attendance. In addition, Yu Fuchun was elected as a supervisor by the Company’s Employees’ Congress.
 

Dalian Refrigeration Co., Ltd.
May 22, 2001
 
Attachment: Biographies of Directors and Supervisors
1. Directors (a total of 17, listed in order of the number of strokes in their surnames):
Mr. Yu Shoutao, 51, formerly an Executive Director, holds a junior college degree and is a Senior Accountant. He has previously served as an accountant in the Finance Department, Deputy Head of the Finance Department, and Deputy Chief Accountant. He currently serves as the Company’s Chief Financial Officer.
Mr. Kobayashi Takafumi, 59, graduated from the Faculty of Law at Meiji University in Japan in 1965. He has previously served as Director of the Shinshin Sales Office of Sanyo Electric Co., Ltd., Head of the Home Appliance Sales Department at Sanyo LE Headquarters, Chairman, Director, and General Manager of Sanyo Electric (China) Co., Ltd., and currently holds the positions of Chairman and General Manager of Sanyo Electric (Hong Kong) Co., Ltd.
Mr. Wang Zhiqiang, 39, holds a master’s degree and is a senior engineer. He has previously served as a product designer, deputy director, director, and assistant to the general manager. He currently holds the position of Deputy General Manager of the company.
Mr. Wang Dekun, 49, formerly Executive Director, holds a junior college degree and is a Senior Political Work Specialist. He has previously served as Deputy Director of a Workshop and Director of the Import-Export Department. He currently holds the positions of Deputy Secretary of the Company Party Committee and Deputy General Manager of the Company.
Mr. Wang Guotong, 46, former director, holds a junior college degree and is an economist. He has previously served as Deputy Director and then Director of the Auxiliary Equipment Division. He currently serves as the Director of Dalian No.1 Refrigeration Equipment Factory.
Ms. Bai Lin, 41, holds a graduate degree. She previously worked at the Industrial and Commercial Bank of China in Beijing and is currently an employee of Huaxia Securities Co., Ltd.
Mr. Akira Yoshida, 62, is a former director. He graduated from the Faculty of Engineering at Tohoku University in Japan in 1962. He has held several senior positions at Sanyo Electric Co., Ltd., including Deputy General Manager and then General Manager of the Semiconductor Business Division, as well as Vice President of the Semiconductor Company. He currently serves as an Executive Director of Sanyo Electric Co., Ltd. and Chairman of Sanyo Electric (China) Co., Ltd.
Mr. Lü Zhongli, 59, former director, holds a junior college degree and is a senior economist. He has previously served as Director of the Industrial Department, Assistant President, and Chief Inspector at the Dalian Branch of the Industrial and Commercial Bank of China.
Ms. Li Mei, 37, is an economist and a doctoral candidate in Finance. She previously served as a chief staff member in the Education Department and the Financial Management Department of the People’s Bank of China; as Director of the Executive Office of the Board of Directors and General Manager of the Second Securities Trading Division at Guotai Securities Co., Ltd.; and currently holds the position of Vice President at Guotai Junan Securities Co., Ltd.
Mr. Liu Menghua, 59, is a former director with a university degree in chemical engineering machinery and holds the title of senior engineer at the professorial level. He has previously served as Deputy Head of the Process Engineering Section, Deputy Head of the Design Department, Deputy Director of the Research Institute, Deputy Chief Engineer, Chief Engineer, and finally Plant Director at the Dalian Rubber and Plastics Machinery Factory. He currently serves as the Deputy General Manager of Dalian Bingshan Rubber & Plastics Co., Ltd.
Mr. Zhang He, 63, is the former Chairman of the Board. He holds a university degree and is a senior engineer at the professorial level. He has previously served as Deputy Chief Engineer, Plant Director, General Manager of the company, and Chairman of the Board. He currently serves as the Chairman of the Board.
Mr. Zhang Hongzhi, 42, formerly Executive Director, holds a university degree and is currently pursuing a master’s degree; he is a professor-level senior engineer. He has previously served as Product Designer, Deputy Chief Engineer, and Director of the Chief Engineer’s Office. He is now the Company’s Deputy General Manager.
Mr. Yang Bin, 45 years old, holds a university degree and is currently pursuing a master’s degree; he is a senior engineer. He has previously served as a product designer, deputy director of a division, deputy head of the Business Planning Department, and head of the department. He is currently the company’s Deputy General Manager.
Mr. Zou Zhiming, 57, former director, holds a university degree and is a senior economist at the researcher level. He has previously served as a technician, team leader, and workshop director at Dalian Shipbuilding Yard, as well as deputy director, executive deputy director, and director of the Dalian Marine Diesel Engine Factory.
Mr. Qiao Li, 38, holds a postdoctoral degree. He has previously conducted research at the Third Design Institute of the Ministry of Chemical Industry, University of Science and Technology of China, and Tsinghua University. He is currently employed at the company’s Design and Research Institute.
Mr. Xu Hui, 33, holds a university degree. He has previously worked at the Dalian Municipal Second Commercial Bureau and the Municipal Commerce Commission, and undertook a secondment to Zhongxing Dalian Commercial Building, where he served as Deputy Chief Accountant. He currently holds the positions of Chief Accountant and General Manager at Dalian Bangchuidao Beer Co., Ltd.
Mr. Mu Chuanjiang, 52, formerly Vice Chairman of the Board, holds a university degree and is an economist. He has previously served as Deputy Factory Director and Deputy General Manager of the company, and currently serves as the company’s General Manager.
2. Supervisors (a total of 3, listed in order of the number of strokes in their surnames):
Mr. Men Yu Sheng, 48 years old, holds a junior college degree and is an auditor. He currently serves as the Director of the Company’s Audit and Supervision Department.
Mr. Yu Fuchun, 42 years old, holds a junior college degree and is a political work specialist. He currently serves as the Vice Chairman of the company’s trade union.
Mr. Zhu Guangxi, 36, holds a junior college degree and currently serves as the Deputy Director of the Company’s Asset Management Department.