Report on Amendments to the Company Charter

Document No. 5 of the 2007 Annual General Meeting

Report on Amendments to the Company Charter

Dear Shareholders:

In accordance with the “Comprehensive Evaluation of the Special Governance Measures for Dalian Refrigeration Co., Ltd.” issued by the Dalian Securities Regulatory Bureau of the China Securities Regulatory Commission (Document No. [2007]293 of the Dalian Securities Regulatory Bureau) and the “Guidelines for the Articles of Association of Listed Companies (Revised in 2006)” (Document No. [2006]38 of the CSRC Corporate Department), as well as other relevant laws and regulations, and taking into account the Company’s actual circumstances, the Articles of Association are hereby amended. The principal amendments are as follows:

1. Article 3.7, “Form and Registration of Shares,” previously provided:

“The Company’s shares shall be issued in the form of stock certificates. A stock certificate is a written document issued by the Company that evidences a shareholder’s ownership of shares. The Company’s stock certificates must be signed by the Chairman of the Board and affixed with the Company’s official stock seal. If the Company’s shares are listed on a securities exchange and traded in accordance with applicable regulations through dematerialized shareholding, the Company may, at its discretion, rely on the register of shareholders maintained by the securities registration agency as evidence of shareholders’ shareholdings, with the entries in such register serving as the definitive record; provided, however, that the Company retains the right to verify the accuracy of such register entries.”

“Shares issued by the company to legal persons and other institutions may only be registered in the name of such legal person or institution; no separate account name may be established, nor may the shares be registered in the name of the legal representative.”

It is now amended to read: “The Company’s shares shall be issued in the form of stock. Stock is a written certificate issued by the Company evidencing the shareholding of shareholders. The Company shall use the shareholder register maintained by a securities registration agency as proof of shareholders’ shareholdings, and the shareholdings shall be determined solely on the basis of the entries in such shareholder register.”

2. Article 4.2, “Shareholders’ Rights,” previously provided:

“7. Shareholders shall be entitled to obtain the following corporate information in the following ways (including, but not limited to):”

(1) Obtain the company’s articles of association upon payment of reasonable costs and expenses;

(2) Upon payment of a reasonable fee, the right to inspect and make copies:

A. Information on the shares held by me;

B. Minutes of the Shareholders’ Meeting;

C. The company’s quarterly reports, interim reports, and annual reports;

D. Total share capital and share capital structure of the company.

It is now deleted.

3. Article 4.3, “Shareholder Obligations,” previously stipulated:

“2. Shall, in accordance with the shares subscribed and the method of equity participation, pay the share capital on time. Except as otherwise provided by laws and regulations, once the share capital has been paid, no withdrawal from the company shall be permitted, nor shall any shareholder renounce shares that have been subscribed but for which the share capital has not yet been paid; moreover, such shareholder shall bear liability to the company only up to the amount of the shares held. Failure to pay the share capital within the prescribed time shall be deemed a voluntary waiver of the subscription, and the shareholder shall be liable for damages caused to the company.”

Now amended to read: “2. Pay the share capital on time in accordance with the shares subscribed and the method of equity participation;”

4. Article 4.6, “Components of the Register of Shareholders,” is hereby amended to read: “The Company shall maintain a register of shareholders. The register of shareholders shall be prepared by a statutory securities registration institution.”

5. Clause 4.7, “Restrictions on Amendments,” is hereby deleted.

6. Article 4.8, “Record Date for Equity,” is renumbered as Article 4.7, and the following content is added:

“The interval between the record date and the meeting date shall not exceed seven business days. Once the record date has been confirmed, it may not be changed.”

7. The following content is added to Article 5.6, “Convening of the Shareholders’ Meeting”:

“The convener shall ensure that the general meeting of shareholders is held continuously until a final resolution is adopted. If, due to force majeure or other special circumstances, the general meeting is suspended or unable to reach a resolution, the convener shall take necessary measures to resume the meeting as soon as possible or, alternatively, to terminate the current general meeting immediately, and shall make a timely public announcement. At the same time, the convener shall report the matter to the local branch of the China Securities Regulatory Commission and the stock exchange where the company is domiciled.”

8. The following content is added to Article 5.13, “Election of Directors and Supervisors”:

“The list of candidates for directors and supervisors shall be submitted to the shareholders’ meeting for voting in the form of a proposal.”

“Upon the approval by the shareholders’ meeting of the proposals for the election of directors and supervisors, the terms of office of the newly elected directors and supervisors shall commence on the date on which the resolution of the shareholders’ meeting is adopted.”

9. Article 5.16, “Voting Results,” previously stipulated:

“For each matter considered at the shareholders’ meeting, the voting shall be counted in the presence of a lawyer, two or more shareholder representatives, and one or more supervisors, and the counting officers shall announce the voting results on the spot.”

“The chair of the meeting shall determine, based on the voting results, whether the resolution of the shareholders’ meeting is adopted and shall announce the voting results at the meeting. The voting results of the resolution shall be recorded in the minutes of the meeting.”

It is now amended to read: “For each matter deliberated at the shareholders’ meeting, the voting shall be counted in the presence of a lawyer, two or more shareholder representatives, and one or more supervisors, and the voting results shall be announced on the spot; the voting results of resolutions shall be recorded in the minutes of the meeting.”

“The chair of the meeting shall announce the voting status and results for each proposal and, based on the voting results, declare whether the proposal has been adopted.”

In Article 5.16, “Voting Results,” the following additional provision is added:

“The chair of the meeting shall, prior to the vote, announce the number of shareholders and proxies present at the meeting and the total number of voting shares held by them. The number of shareholders and shareholder proxies present at the meeting and the total number of voting shares they hold shall be determined in accordance with the meeting registration.”

“Prior to the official announcement of the voting results, all relevant parties—including the listed company, vote counters, poll watchers, major shareholders, and online service providers—involved in the on-site, online, and other voting methods at the general meeting of shareholders are obligated to maintain the confidentiality of the voting results.”

10. Addition of Article 5.23, “Announcement of Resolutions Passed at the Shareholders’ Meeting”:

“Resolutions of the shareholders’ meeting shall be promptly announced, with the announcement specifying the number of shareholders and proxies present at the meeting, the total number of shares with voting rights held by them and the percentage that such shares represent of the company’s total shares with voting rights, the voting method employed, the voting results for each proposal, and the detailed contents of each resolution adopted.”

The attendance and voting records of domestic-shareholders and foreign-shareholders shall be tallied and announced separately.

“If a proposal is not approved, or if this shareholders’ meeting amends the resolutions of the previous shareholders’ meeting, a special note shall be included in the announcement of the shareholders’ meeting resolutions.”

11. Article 6.6, “Convening of Board Meetings,” previously provided: “The methods and time limits for giving notice of board meetings and extraordinary meetings shall, with the written consent of all directors, be exempt from the restrictions set forth in the preceding paragraph.”

It is now deleted.

12. The following content is added to Article 7.6, “Meetings of the Supervisory Board”:

“The Supervisory Board shall convene at least once every six months.”

13. Article 10.6, “Quarterly Financial Reports, Interim Financial Reports, and Annual Financial Reports,” previously provided: “The Company shall, as required for information disclosure, engage a renowned international accounting firm to review or audit the Company’s annual financial report in accordance with the International Accounting Standards issued by the International Accounting Standards Board.”

It is now deleted.

14. Article 10.11, “Uses of the Housing Provident Fund,” is hereby amended to read as follows:

“The company’s statutory reserve fund shall be used to offset losses, expand production and operations, or be converted into additional capital. However, the capital reserve fund shall not be used to offset losses.”

“When the statutory reserve fund is converted into capital, the amount of such reserve fund retained shall be no less than 25% of the company’s registered capital prior to the capital increase.”

15. Article 11.2, “Distribution of After-Tax Profits,” is hereby amended to read as follows:

“The Company’s annual after-tax profits shall be distributed in the following order and proportions:”

1. Offset the losses from the previous year;

2. Appropriation of 10% to the statutory reserve fund;

3. Withdraw any housing provident fund;

4. Payment of dividends.

The specific allocation ratio of after-tax profits shall be proposed by the Board of Directors based on the Company’s operating performance for the year and submitted to the Shareholders’ Meeting for approval.

Where the cumulative amount of the company’s statutory reserve fund reaches 50% or more of the company’s registered capital, no further contributions to the reserve fund are required.

After the Company has offset losses and appropriated statutory reserve funds, any remaining after-tax profits shall be distributed among shareholders in proportion to the shares they hold, unless otherwise provided in these Articles of Association.

　If the shareholders’ meeting, in violation of the preceding paragraph, distributes profits to shareholders before the company has offset its losses and made the statutory reserve fund, the shareholders shall be required to return the improperly distributed profits to the company.

Shares of the Company held by the Company shall not be entitled to profit distributions.

“Following the resolution on the profit distribution plan by the company’s shareholders’ meeting, the board of directors shall complete the distribution of dividends (or shares) within two months after the convening of the shareholders’ meeting.”

16. Article 13.1, “Conditions for Dissolution of the Company,” previously provided: “6. The business term has expired.”

It is now deleted.

The above report is submitted for your review.

May 20, 2008