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Iceberg Cold & Heat Technology Co., Ltd.

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Announcement of Resolutions Adopted at the Third Session of the Third Board of Directors

Announcement of Resolutions Adopted at the Third Session of the Third Board of Directors

The Third Session of the Third Board of Directors of Dalian Refrigeration Co., Ltd. (“the Company”) was held on April 8, 2002, in the Company’s Sixth-Floor Conference Room. A total of 16 directors attended the meeting, thereby satisfying the quorum requirements stipulated by the Company Law and the Company’s Articles of Association. The meeting was chaired by Mr. Zhang He, Chairman of the Board. The following resolutions were reviewed and adopted at this meeting:

I. Report on the Work of the Board of Directors for the Year 2001;

II. The Company’s 2001 Financial Final Accounts and 2002 Financial Budget;

III. Proposed Profit Distribution Plan for the Company for the Year 2001;

According to the audit conducted by Dalian Hualian Certified Public Accountants LLP, the Company recorded a post-tax profit of RMB 88.918 million in 2001. In accordance with relevant state regulations and the Company’s Articles of Association, RMB 8.892 million was appropriated as statutory surplus reserve, RMB 8.892 million as statutory public welfare fund, and RMB 8.892 million as discretionary surplus reserve, with an additional RMB 1.296 million set aside as reserves for consolidated subsidiaries, for a total appropriation of RMB 27.972 million. Adding this amount to the undistributed profits from the previous year of RMB 23.855 million, the total profit available for distribution to shareholders amounted to RMB 84.801 million.

According to the audit conducted by Arthur Andersen, an international accounting firm, the company recorded after-tax profits of RMB 69.502 million in 2001. After setting aside the statutory surplus reserve, the statutory public welfare fund, and the discretionary surplus reserve, and adding the undistributed profits from the previous year amounting to RMB 22.386 million, the total profit available for distribution to shareholders amounted to RMB 63.916 million.

In accordance with the relevant provisions of the Company’s Articles of Association and applying the lower-of-the-two principle, the profit available for distribution to shareholders this year amounts to RMB 63.916 million, of which RMB 35.001 million will be allocated as dividends, with the remaining RMB 28.915 million carried forward for distribution in the next fiscal year.

Company’s 2001 Dividend Distribution Plan:

Based on the total share capital of 350,014,975 shares as of the end of 2001, a cash dividend of RMB 1.00 per 10 shares (inclusive of tax) will be distributed; the cash dividend for B shares will be converted into Hong Kong dollars for payment.

The Company will not capitalize its capital reserve to increase share capital this year.

The foregoing contingency plans shall be submitted to the Company’s 2001 Annual General Meeting for approval.

IV. The Company’s Profit Distribution Policy for the Year 2002 and the Policy on Capitalizing Capital Reserve to Increase Share Capital;

The company anticipates the following profit distribution policy for the year 2002:

1. Distribution frequency: once, with no distributions during the interim period and a distribution at year-end;

2. Distribution Ratio: 40%–60% of the profits available for distribution to shareholders in the current year (including the net profit realized in the current year and the undistributed profits from the previous year);

3. Distribution Method: Cash dividends, bonus shares, or a combination of both, with cash dividends accounting for no less than 50% of the total dividend payout.

The aforementioned dividend policy shall be formally implemented only after being submitted by the Board of Directors in the form of a dividend proposal for approval by the Shareholders’ Meeting; at that time, the Board may make appropriate adjustments based on the Company’s development and profitability.

The Company anticipates the following policy for capitalizing retained earnings to increase share capital in fiscal year 2002:

The company will not capitalize its capital reserve to increase share capital for the year 2002.

V. Report on Amendments to the Company Charter;

VI. Rules of Procedure for the Shareholders’ Meeting (Draft);

VII. Draft Rules of Procedure for the Board of Directors;

VIII. Report on Candidates for Independent Directors;

Nominate Messrs. Wang Dong and Lü Zhongli as candidates for independent directors of the company.

IX. Report on the Standards for Independent Director Allowances;

Each independent director shall receive an annual allowance of RMB 25,000.

X. Report on Changes to the Board of Directors;

Mr. Lü Zhongli, formerly a director, has been appointed as an independent director of the company; Mr. Wang Guotong, formerly a director, is no longer serving as a director of the company.

Ms. Bai Lin, a former director, is no longer serving as a director of the Company. Following a nomination by the Company’s shareholder, Huaxia Securities Co., Ltd., Mr. Zhang Xinfan is proposed to be appointed as a director of the Company.

XI. Report on Changes in Senior Management Personnel;

In 2000, Mr. Mu Chuanjiang, the Company’s General Manager, assumed the position of Chairman of Dalian Bingshan Rubber & Plastics Co., Ltd. To honor the company’s commitment made at the time of its IPO, Mr. Mu Chuanjiang submitted his resignation from the post of General Manager of Dalian Refrigeration Machinery Co., Ltd. The Board of Directors has resolved to accept Mr. Mu Chuanjiang’s resignation. Pending the formal appointment of a new General Manager by the Board, Mr. Zhang He, the Chairman of the Company, will temporarily serve as Acting General Manager and discharge the duties and responsibilities of that office.

XII. Report on the Transformation of Dalian Bingshan Group Import-Export Company from a Wholly Owned Subsidiary to a Equity-Participated Company;

XIII. Report on Equity Participation in Dalian Bingshan Environmental Protection Equipment Engineering Co., Ltd.;

XIV. Report on the Proposed Write-Off of Asset Impairment Provisions;

Propose to write off bad debts totaling RMB 4,917,409.13 that are unrecoverable or extremely difficult to recover; unrecoverable.

A long-term investment of RMB 500,000.00.

XV. Report on the Provision for Impairment of Intangible Assets;

The company’s intangible assets include RMB 7,223,016.90, primarily representing the rights to use employee housing and investment in employee housing relocation projects acquired in prior years. As these assets are no longer expected to generate the anticipated economic benefits for the company, a full impairment provision has been recognized for both items.

XVI. Report on the Appointment of the 2002 Audit Firm;

It is proposed to re-engage Dalian Hualian Certified Public Accountants LLP as the Company’s domestic auditor for the year 2002 and Arthur Andersen as the Company’s overseas auditor for the year 2002. Should Arthur Andersen merge with another accounting firm during the current year, the Company will subsequently engage the accounting firm that Arthur Andersen is slated to merge with. In accordance with the specific requirements of the audit engagement, it is proposed to pay Dalian Hualian Certified Public Accountants LLP an annual audit fee of RMB 180,000, with all related audit expenses to be borne by such firm; and to pay Arthur Andersen an annual audit fee of RMB 680,000, with all related audit expenses to be borne by such firm.

XVII. The Company’s 2001 Annual Report;

XVIII. Matters Relating to the Convening of the 2001 Annual General Meeting of Shareholders.

Board of Directors, Dalian Refrigeration Co., Ltd.

April 8, 2002

Attachment: Resumes of Relevant Personnel

I. Biography of Mr. Wang Dong, Candidate for Independent Director

Wang Dong, male, born in February 1936 in Beijing, is currently a professor at the School of Business Administration of Northeastern University of Finance and Economics.

Major Academic Achievements: Has successively completed three research projects funded by the Ministry of Finance, the Science and Technology Commission of Liaoning Province, and the Dalian Municipal Government; has publicly published five monographs and textbooks that he either authored or served as chief editor, and co-authored another fifteen; and has published more than ten academic papers. Representative works include: “Management of Socialist Enterprises,” published by Liaoning People’s Publishing House; “Labor Management in Industrial Enterprises,” also published by Liaoning People’s Publishing House; “On-Site Management in Enterprises,” published by Dalian University of Technology Press; “Labor Economics and Management,” published by Dalian Publishing House; “Introduction to Standardization,” published by Renmin University of China Press; and “Modern Standardization in Industrial Enterprises,” published by China Standards Press.

II. Biography of Mr. Lü Zhongli, Candidate for Independent Director

Lü Zhongli, male, born in December 1942, is a senior economist and holds a Certified Public Accountant qualification. From 1964 to 1990, he served in various positions, including section chief and deputy director, at the People’s Bank of China and the Lüshun Branch of the Industrial and Commercial Bank of China. From 1984 to 1985, he pursued advanced studies at the Northeastern University of Finance and Economics. From 1990 to 2000, he held several posts at the Dalian Branch of the Industrial and Commercial Bank of China, including director of a division, assistant to the branch president, and chief auditor. Since 2001, he has served as a research officer at the deputy branch level.

III. Biography of Director Candidate Mr. Zhang Xinfan

Zhang Xinfan, male, born in December 1968, holds a master’s degree and is a senior economist. He graduated from Northeastern University of Finance and Economics in August 1991. He has previously worked at the Tianjin Street Savings Office of the Dalian Branch of the Industrial and Commercial Bank of China, the Zhongshan Square Sub-branch of the Dalian Branch of the Industrial and Commercial Bank of China, and the Securities Department of the Trust and Investment Company of the Dalian Branch of the Industrial and Commercial Bank of China. He currently serves as the Party Branch Secretary and General Manager of the Dalian Branch of Huaxia Securities.