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Legal Opinion on the 2006 Extraordinary General Meeting

Liaoning Huaxia Law Firm regarding

Dalian Refrigeration Co., Ltd.

Legal Opinion on the 2006 Extraordinary General Meeting

Liaohua Law Stock No. [2006] 029

To: Dalian Refrigeration Co., Ltd.

In accordance with the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Rules for General Meetings of Listed Companies, and other relevant laws and regulations, as well as the Articles of Association of Dalian Refrigeration Co., Ltd. (hereinafter referred to as the “Articles of Association”), our firm has accepted the engagement of Dalian Refrigeration Co., Ltd. (hereinafter referred to as the “Company”) and assigned Attorney Bao Jingxin to attend the Company’s Extraordinary General Meeting for the year 2006, held on November 16, 2006. On this occasion, Attorney Bao rendered a legal opinion on the legality of such matters as the convening and procedural compliance of the meeting, the qualifications of attendees and the eligibility 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 the 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

This shareholders’ meeting was convened by the Company’s Board of Directors, and the notice of the meeting was published in the China Securities Journal and the Wenhui Daily on October 26, 2006, in accordance with the provisions of the Company’s Articles of Association. The meeting was presided over by the Vice Chairman of the Board, and the time, venue, and agenda items were consistent with those set forth in the notice.

Upon review, the attorneys of this firm are of the opinion that the procedures for convening and holding the Company’s current shareholders’ meeting comply with applicable laws, regulations, and the provisions of the Company’s Articles of Association.

II. Qualifications of Attendees at This Shareholders’ Meeting and Qualifications of the Convenor

A total of 12 shareholders and their proxies attended today’s shareholders’ meeting, representing 115,679,189 shares (of which 77,676,997 are A shares with voting rights and 38,002,192 are B shares with voting rights), or 33.05% of the company’s total share capital of 350,014,975 shares. The attorneys of this firm have verified the identity 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, and have confirmed that the aforementioned shareholders and proxies are duly qualified to attend this shareholders’ meeting.

Except for the aforementioned shareholders and their proxies, the other attendees at the meeting included certain directors, supervisors, senior management personnel of the Company, counsel from this firm, and other persons invited by the directors, all of whom complied with the relevant laws, regulations, and the Articles of Association of the Company.

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

III. Voting Procedures and Results of This Shareholders’ Meeting

This shareholders’ meeting adopted a named voting procedure. The meeting reviewed and voted on the matters listed in the notice of the meeting, and approved the “Report on the Appointment of the 2006 Audit Firm.”

All of the foregoing resolutions were unanimously approved by the voting rights held by the shareholders and their proxies present at the meeting, and the results of the vote were announced on the spot; such results are consistent with the resolutions adopted at this general meeting.

Upon review, the attorneys of this firm are of the opinion that the voting procedures for the Company’s current shareholders’ meeting comply with applicable laws, regulations, and the provisions of the Company’s Articles of Association, and that the results of the vote are lawful and valid.

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 applicable laws, regulations, and the Company’s Articles of Association; the qualifications of the persons attending the meeting and of the convener are lawful and valid; and the voting procedures and voting results of the meeting are lawful and valid.

Liaoning Huaxia Law Firm

Handling Attorney: Bao Jingxin

November 16, 2006