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Iceberg Cold & Heat Technology Co., Ltd.

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Legal Opinion on the 2002 Annual General Meeting

Liaoning Huaxia Law Firm regarding

Dalian Refrigeration Co., Ltd.

Legal Opinion on the 2002 Annual General Meeting

To: Dalian Refrigeration Co., Ltd.

In accordance with the Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”), the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Standard Opinions on the General Meetings of Listed Companies (revised in 2000) (hereinafter referred to as the “Standard Opinions”), and the Articles of Association of Dalian Refrigeration Co., Ltd. (hereinafter referred to as the “Articles of Association”), and pursuant to the Legal Counsel Agreement entered into between Dalian Refrigeration Co., Ltd. (hereinafter referred to as the “Company”) and Liaoning Huaxia Law Firm (hereinafter referred to as “this Firm”), the attorneys of this Firm have been retained to attend the Company’s 2002 Annual General Meeting of Shareholders, to be held on May 28, 2003 (hereinafter referred to as “this General Meeting”).

In accordance with Article 13 of the Securities Law and Article 7 of the Regulatory Opinions, and guided by the industry-recognized standards of professional practice, ethical codes, and the principle of due diligence, the attorneys of this firm have conducted a thorough review and verification of the matters relating to the convening and holding of this shareholders’ meeting. Based thereon, we hereby 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. The notice of the meeting was published in China Securities Journal and Ta Kung Pao on April 24, 2003, more than thirty days prior to the date of the meeting. The meeting was presided over by the Chairman of the Board, and the time, venue, and agenda items were consistent with those set forth in the notice.

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

Upon verification by the attorneys of this firm, the persons attending this shareholders’ meeting are:

1. A total of 42 shareholders and their proxies attended the meeting, representing 165,826,438 shares, or 47.38% of the company’s total share capital of 350,014,975 shares, including 130,644,943 A shares and 35,181,495 B shares.

2. The company’s directors, supervisors, and senior management personnel.

3. Other personnel invited by the company.

The attorneys of this firm are of the opinion that the qualifications of the persons attending this shareholders’ meeting comply with the provisions of applicable laws and regulations as well as the Articles of Association of the Company.

III. No new proposals were submitted by shareholders or their proxies attending this shareholders’ meeting.

IV. Voting Procedures for This Shareholders’ Meeting

Upon on-site witnessing by the attorneys of this firm, the present shareholders’ meeting proceeded, by roll-call voting, to deliberate and vote item by item on the following matters as set forth in the notice convening the meeting: the Board of Directors’ 2002 Work Report; the Supervisory Committee’s 2002 Work Report; the Company’s 2002 Financial Final Accounts and 2003 Financial Budget Report; the Report on the Company’s 2002 Profit Distribution Plan; the Report on Amendments to the Articles of Association; the Report on Changes in the Board of Directors; the Report on Changes in the Composition of the Board of Directors; the Report on the Election of Independent Directors; the Report on the Appointment of the 2003 Audit Firm; and the Report on the Company’s Equity Participation in Dalian Bingshan Investment Co., Ltd.

All of the aforementioned matters were approved by a majority of the voting rights held by shareholders and their proxies present at this shareholders’ meeting, and the voting results were announced on the spot. (Notably, the report on the Company’s equity participation in Dalian Bingshan Investment Co., Ltd. constitutes a related-party transaction, and the related-party shareholders recused themselves from voting.) The voting results are consistent with the resolutions adopted at this shareholders’ meeting.

V. Concluding Remarks

Based on the foregoing facts, our firm’s counsel is of the opinion that the convening and conduct of the Company’s current shareholders’ meeting were in compliance with applicable laws, regulations, and the Articles of Association; the qualifications of the persons attending the meeting were lawful and valid; and the voting procedures and results of the meeting were genuine, lawful, and valid.

Liaoning Huaxia Law Firm

Handling Attorney: Bao Jingxin

May 28, 2003