Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2008-015

Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the 15th Meeting of the Fourth Board of Directors

All members of the Company’s Supervisory Board hereby certify that the contents of this announcement are true, accurate, and complete, and that there are no false records, misleading statements, or material omissions.

The 15th Meeting of the Fourth Session of the Board of Directors of Dalian Refrigeration Co., Ltd. (“the Company”) was held on April 23, 2008, in the Company’s Eighth-Floor Conference Room. Notice of the meeting was served in writing on April 11, 2008. Nine directors were scheduled to attend, and all nine directors were present. The meeting was chaired by Mr. Zhang He, Chairman of the Board. The notice and convening of the meeting were in compliance with applicable laws, regulations, rules, and the Company’s Articles of Association. At this meeting, the following resolutions were reviewed and adopted:
I. Report on the Work of the Board of Directors for the Year 2007;
Approval: 9 votes; Opposition: 0 votes; Abstentions: 0 votes.
II. The Company’s 2007 Annual Financial Settlement and 2008 Financial Budget Report;
Approval: 9 votes; Opposition: 0 votes; Abstentions: 0 votes.
III. Proposed Profit Distribution Plan for the Year 2007
Effective January 1, 2007, the Company adopted the new accounting standards, resulting in a significant difference between the parent company’s net profit reported in the parent company’s financial statements and the net profit attributable to the parent company’s owners as reported in the consolidated financial statements for the year 2007. In accordance with the provisions of the Ministry of Finance’s Letter No. [2000]7, “Reply to the Request for Instructions on the Allocation of Profits in the Preparation of Consolidated Financial Statements,” companies preparing consolidated financial statements shall base profit distribution on the parent company’s distributable profits. Accordingly, the Company has adopted the parent company’s financial statement data for determining profit distribution.
According to the audit conducted by Dalian Hualian Certified Public Accountants LLP, the Company recorded a net profit of RMB 114.33 million for the year 2007. A statutory surplus reserve of RMB 11.433 million, representing 10% of net profit, was appropriated, leaving distributable profits of RMB 102.897 million for the year. Adding the undistributed profits at the beginning of the year of RMB 237.33 million and deducting the RMB 52.502 million in ordinary share dividends paid for 2006, as well as the RMB 23.459 million appropriated as discretionary surplus reserve (20% of net profit), the cumulative distributable profits available to shareholders amounted to RMB 264.266 million. Of this amount, RMB 22.866 million was appropriated as discretionary surplus reserve, RMB 52.502 million was allocated for dividend distribution, and the remaining RMB 188.898 million was carried forward for future distribution.
Company’s 2007 Dividend Proposal:
Based on the total share capital of 350,014,975 shares as of the end of 2007, a cash dividend of RMB 1.50 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 2007 Annual General Meeting for approval.
Approval: 9 votes; Opposition: 0 votes; Abstentions: 0 votes.
IV. Report on Amendments to the Company Charter; (Attachment 1)
Approval: 9 votes; Opposition: 0 votes; Abstentions: 0 votes.
V. Report on the Company’s Routine Related-Party Transactions for the Year 2007 and the Estimated Routine Related-Party Transactions for the Year 2008;
On April 11, 2008, the Company’s independent directors reviewed this proposal and agreed to submit it for consideration by the Board of Directors.
In 2007, the total amount of routine related-party transactions between the Company and its affiliates was RMB 750.85 million, representing 104.3% of the projected annual amount for 2007. Specifically, purchases from affiliates of complete sets of project-supporting products totaled RMB 471.40 million, accounting for 94.3% of the projected annual amount; while sales to affiliates of supporting components amounted to RMB 279.45 million, representing 127.0% of the projected annual amount.
Based on the 2007 routine related-party transactions, the Company expects the total amount of such transactions for the full year 2008 to be approximately RMB 750 million, including approximately RMB 480 million for the procurement of complete-set project supporting products from related parties and approximately RMB 270 million for the sale of supporting components to related parties.
Directors Zhang He and Mu Chuanjiang are related directors and recused themselves from the deliberation of the aforementioned matters.
Approved: 7 votes; Opposed: 0 votes; Abstentions: 0 votes.
VI. Report on the Appointment of the Company’s Auditor for the Year 2008;
It is proposed to re-engage Dalian Hualian Certified Public Accountants LLP as the Company’s auditor for the year 2008. Based on the specific requirements of the audit engagement, it is proposed to pay Dalian Hualian Certified Public Accountants LLP an annual audit fee of RMB 550,000, with all related audit expenses to be borne by the firm.
On April 11, 2008, the company’s independent directors reviewed this proposal and agreed to submit it for discussion by the Board of Directors.
Approval: 9 votes; Opposition: 0 votes; Abstentions: 0 votes.
VII. The Company’s 2007 Annual Report;
Approval: 9 votes; Opposition: 0 votes; Abstentions: 0 votes.
VIII. The Company’s First-Quarter 2008 Quarterly Report;
Approval: 9 votes; Opposition: 0 votes; Abstentions: 0 votes.
IX. Report on the Additional Investment in Shenyang Sanyo Air-Conditioning Co., Ltd.;
The Company proposes to make an additional investment in Shenyang Sanyo Air-Conditioning Co., Ltd., on the basis of its capital reduction, jointly with Sanyo Electric Co., Ltd., Sanyo Electric (China) Co., Ltd., and Dalian Sanyo Air-Conditioning Co., Ltd. Upon completion of such additional investment, the Company will ultimately hold a 10% equity interest in Shenyang Sanyo Air-Conditioning Co., Ltd., requiring an additional investment of RMB 24,478,593. The Company will fund this additional investment using its own funds. On April 11, 2008, the Company’s independent directors reviewed this proposal and approved its submission to the Board of Directors for consideration.
The company’s related directors recused themselves from the deliberation of the aforementioned matters.
Approval: 8 votes; Opposition: 0 votes; Abstentions: 0 votes.
X. Annual Report on the Performance of Duties by the Company’s Independent Directors for 2007;
(See Cninfo for details) http://www.cninfo.com.cn )
Approval: 9 votes; Opposition: 0 votes; Abstentions: 0 votes.
XI. Report on the Postponement of the Company’s Board of Directors’ Election and Renewal;
The term of the Company’s Fourth Board of Directors has now expired. In view of the fact that the equity diversification reform plan for the Company’s largest shareholder, Dalian Bingshan Group Co., Ltd. (hereinafter referred to as “Bingshan Group”), is currently under review, and considering that the composition of the Board of Directors may change upon completion of Bingshan Group’s reform, it is hereby proposed to postpone the election of the Fifth Board of Directors.
The Company will convene a shareholders’ meeting as soon as possible following the completion of the restructuring of the Bing Shan Group to elect the new board of directors.
Approval: 9 votes; Opposition: 0 votes; Abstentions: 0 votes.
XII. Matters Relating to the Convening of the 2007 Annual General Meeting of Shareholders.
Approval: 9 votes; Opposition: 0 votes; Abstentions: 0 votes.

Board of Directors, Dalian Refrigeration Co., Ltd.
April 25, 2008

Appendix 1: Report on Amendments to the Company Charter
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 on 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,” is hereby amended to read:
“The company’s shares shall be issued in the form of stock. Stock is a written certificate issued by the company that evidences a shareholder’s ownership of shares. The company shall use the register of shareholders maintained by a securities registration agency as proof of share ownership, and the record in such register shall prevail.”
2. Article 4.2, “Shareholders’ Rights,” previously stipulated:
“7. Shareholders shall be entitled to obtain the following corporate information by the following means (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. Shareholding information of the individual;
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. Members shall, in accordance with the shares they have 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, members may neither withdraw their shares nor renounce the shares they have subscribed but have not yet paid for; moreover, their liability to the company shall be limited to the value of the shares held. Failure to pay the share capital within the prescribed period shall be deemed a voluntary waiver of the subscription, and any damage thereby caused to the company shall give rise to liability for compensation.”
It is 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. Add the following provision 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 session of the general meeting, 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 as a proposal.”
“Where the shareholders’ meeting approves proposals for the election of directors and supervisors, the terms of office of the newly elected directors and supervisors shall commence on the date the resolution of the shareholders’ meeting is adopted.”
9. Article 5.16, “Voting Results,” previously stipulated:
“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 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 held by them 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, vote supervisors, 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. A new Article 5.23, “Announcement of Resolutions Passed at the Shareholders’ Meeting,” is added:
“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: “With the written consent of all directors, the methods and time limits for notifying of board meetings and extraordinary meetings shall not be subject to the restrictions set forth in the preceding paragraph.”
It is now deleted.
12. Add the following provision 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 stipulated: “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 statutory reserve funds are converted into capital, the retained portion of such reserve funds shall not be 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 losses from the previous year;
2. Appropriation of 10% of 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.
If 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 to 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 of 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.