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Legal Opinion on the First Extraordinary General Meeting of Shareholders in 2015

Liaoning Huaxia Law Firm

Regarding Dalian Refrigeration Co., Ltd.

of the First Extraordinary General Meeting of 2015

Legal Opinion

Liaohua Law Letter [2015] No. 003

To: Dalian Refrigeration Co., Ltd.

In accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”), the Rules for General Meetings of Listed Companies (hereinafter referred to as the “General Meeting Rules”), the Implementation Rules for Online Voting at General Meetings of Listed Companies of the Shenzhen Stock Exchange (hereinafter referred to as the “Online Voting Rules”), and other relevant laws and regulations, our firm has accepted the engagement of Dalian Refrigeration Co., Ltd. (hereinafter referred to as the “Company”) and assigned attorneys Bao Jingxin and Ma Nan to attend the Company’s First Extraordinary General Meeting of 2015, held on February 12, 2015. We have also issued a legal opinion on the legality of such matters as the convening and procedural compliance of the meeting, the qualifications of persons attending the meeting, the qualifications of the convener, as well as the voting procedures and results of the meeting.

The attorneys of this firm consent to the Company’s publication of this legal opinion as a statutory document for the current shareholders’ meeting and undertake legal liability for the opinions expressed herein in accordance with the law.

Our firm’s attorneys, in accordance with the industry-recognized standards of practice, ethical guidelines, and the duty of due diligence, have reviewed and verified all documents and materials provided by the Company that are relevant to the issuance of this legal opinion. We now render the following legal opinion:

I. Procedures for Convening and Holding This Shareholders’ Meeting

(1) This shareholders’ meeting was convened by the Company’s Board of Directors. The notice of the meeting was published on January 23, 2015, in the China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website, with the date of publication more than fifteen days prior to the scheduled holding of the meeting. In the notice of the shareholders’ meeting, the Company provided clear instructions regarding the online voting system, the voting period, and the operational procedures.

(2) The on-site meeting of this shareholders’ general meeting was chaired by the Chairman of the Company, and the time, venue, and matters to be considered at the meeting were consistent with those specified in the notice of the meeting.

The Company has provided a online voting platform for its shareholders. Specifically, online voting via the Shenzhen Stock Exchange trading system will be available from 9:30 a.m. to 11:30 a.m. and from 1:00 p.m. to 3:00 p.m. on February 12, 2015; online voting via the Shenzhen Stock Exchange’s internet voting system will be available at any time between 3:00 p.m. on February 11, 2015, and 3:00 p.m. on February 12, 2015. The timing and methods for online voting are consistent with the contents of the meeting notice.

Upon verification, 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 the Company Law, the Securities Law, the Rules on Shareholders’ Meetings, and other relevant laws, regulations, and the Company’s Articles of Association.

II. Qualifications of Attendees and the Convenor of this Shareholders’ Meeting

(1) Upon verification, the attendance of shareholders and their proxies at this shareholders’ meeting is as follows:

1. A total of six shareholders and their proxies attended the on-site meeting of this shareholders’ general meeting, representing 115,030,664 shares, or 32.86% of the company’s total voting shares. The attorneys of this firm verified the identification documents, shareholding certificates, power of attorney letters, the company’s register of shareholders, and other relevant documents and materials submitted by the shareholders and their proxies in attendance, thereby confirming that the aforementioned shareholders and proxies are duly qualified to attend the shareholders’ general meeting.

2. According to the statistical results of online voting provided by Shenzhen Stock Exchange Information Network Co., Ltd., a total of 23 shareholders cast valid votes through the online voting system at this shareholders’ meeting, holding a combined total of 4,674,943 shares, which represents 1.34% of the company’s total outstanding shares with voting rights.

In summary, a total of 29 shareholders and their proxies attended the Company’s current shareholders’ meeting, representing 119,705,607 shares, or 34.20% of the Company’s total voting shares.

(2) In addition to the aforementioned shareholders and their proxies, attendees at this shareholders’ meeting also included certain directors, supervisors, senior management personnel of the Company, and attorneys from our firm.

The attorneys of this firm are of the opinion that the qualifications of the aforementioned persons attending and observing this shareholders’ meeting comply with the provisions of the Company Law, the Rules for Shareholders’ Meetings, and the Articles of Association.

(3) This shareholders’ meeting was convened by the Company’s Board of Directors, and the convener’s qualifications are lawful and valid.

III. Voting Procedures for This Shareholders’ Meeting

(1) Voting Procedure

1. Upon verification by the attorneys of this firm, the matters actually deliberated at this shareholders’ meeting are consistent with the proposals announced by the Company’s Board of Directors, and no amendments were made to the proposals during the course of the meeting, thereby complying with the relevant provisions of the Company Law, the Rules for Shareholders’ Meetings, and the Company Charter.

2. At the on-site meeting of this shareholders’ general meeting, shareholder representatives, supervisory board representatives, and attorneys from our firm were jointly appointed to conduct the vote-counting and vote-monitoring procedures. The vote-monitoring personnel then tallied the voting results, which were subsequently announced by the chairperson of the meeting at the venue, in accordance with applicable laws, regulations, and the Articles of Association of the Company.

3. The online voting procedure for this shareholders’ meeting was established in accordance with the provisions of the Detailed Rules on Online Voting, and the total number of voting rights exercised through online voting as well as the voting results were provided to the Company by Shenzhen Stock Exchange Information Network Co., Ltd., thereby complying with applicable laws and regulations.

In summary, the attorneys of this firm are of the opinion that the voting procedures for this shareholders’ meeting comply with the relevant provisions of the Company Law, the Rules of the Shareholders’ Meeting, and the Articles of Association.

(II) Voting Results

At this shareholders’ meeting, the following proposals were reviewed and approved item by item:

1. Draft Restricted Stock Incentive Plan of Dalian Refrigeration Co., Ltd.;

1.1 Basis for and scope of determining the recipients of incentives;

1.2 Source, quantity, and allocation of restricted shares;

1.3 The term, grant date, lock-up period, vesting period, and restriction period of this incentive plan;

1.4 The grant price of restricted shares and the method for determining the grant price;

1.5 Grant and vesting conditions for restricted stock;

1.6 Methods and procedures for adjusting the restricted stock incentive plan;

1.7 Accounting treatment of restricted stock;

1.8 Implementation, grant, and vesting procedures for the restricted stock incentive plan;

1.9 The respective rights and obligations of the Company and the incentive recipients;

1.10 Handling of Changes in the Company or Incentive Recipients;

1.11 Principles for the Repurchase and Cancellation of Restricted Shares;

2. Assessment and Management Measures for the Restricted Stock Incentive Plan of Dalian Refrigeration Co., Ltd.;

3. Proposal on Submitting to the Shareholders’ Meeting of Dalian Refrigeration Co., Ltd. a Request for Authorization to the Board of Directors to Handle Matters Related to the Company’s Restricted Stock Incentive Plan;

4. Elect Dai Dashuang as an independent director of the company;

5. Elect Liu Jiwei as an independent director of the company;

All of the aforementioned proposals were duly approved by a majority of the voting rights held by shareholders present and entitled to vote at the meeting, with the requisite quorum having been met. Related-party shareholders recused themselves from voting on proposals involving related-party transactions, and their voting rights were not included in the total number of valid votes cast on such proposals.

Upon verification, the attorneys of this firm are of the opinion that the voting procedures for the Company’s current shareholders’ meeting comply with the provisions of the Company Law, the Securities Law, the Rules on Shareholders’ Meetings, the Detailed Rules on Online Voting, and other applicable laws, regulations, normative documents, as well as the Company’s Articles of Association, and that the voting results are lawful and valid.

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In summary, 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 the Company Law, the Rules for Shareholders’ Meetings, the Detailed Rules on Online Voting, and other applicable laws, regulations, normative documents, as well as the Company’s Articles of Association; that the qualifications of the attendees and the convener of the meeting are lawful and valid; and that the voting procedures and voting results of the meeting are lawful and valid.

Liaoning Huaxia Law Firm

Person in Charge: Jiang Hui

Handling Attorney: Bao Jingxin

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February 12, 2015