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Legal Opinion on the 2001 Annual General Meeting

Dalian Huaxia Law Firm

Regarding Dalian Refrigeration Co., Ltd.

2001 of the Annual General Meeting

Legal Opinion

Dahua Law Firm sees the words ( 2002 ) 01 Number

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 People’s Republic of China the Company Law (hereinafter referred to as the “Company Law”), the Provisional Opinions on the General Meetings of Listed Companies (2000 Annual revision )》 (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”), Dalian Refrigeration Co., Ltd. (hereinafter referred to as the “Company”) and In accordance with the Legal Counsel Agreement entered into by Dalian Huaxia Law Firm (hereinafter referred to as “the Firm”), the Firm’s attorneys have been retained to attend the Company’s 2001 Annual General Meeting (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 on such review, we hereby render the following legal opinion:

I. Procedures for Convening and Holding This Shareholders’ Meeting

According to the company’s April 2002 On the 8th of the month, the resolutions of the Third Session of the Third Board of Directors and the corresponding announcement were issued. On April 10, 2002, the Company published a notice convening this shareholders’ meeting in the China Securities Journal and the Ta Kung Pao.

Upon verification by the firm’s attorneys, the timing, method, and content of the notice of the meeting issued by the Company comply with the provisions of the Company Law, the Regulatory Opinions, and the Company Charter, and the time, venue, and agenda of this shareholders’ meeting are consistent with the public announcement.

II. Qualifications of Attendees at This Shareholders’ Meeting

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

1 , the company’s directors, supervisors, and senior management personnel.

2 , shareholders of the company or their proxies attending the meeting: persons, representing shares totaling ten thousand shares, of which A X shares, B X ten thousand shares, representing % of the company’s total share capital.

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, regulations, and the Articles of Association.

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 conducted a roll-call vote, deliberating and voting item by item on the matters set forth in the notice convening the meeting, namely the “Report of the Company’s Board of Directors for 2001” “Annual Work Report” and “The Company’s Supervisory Board in 2001” The “Annual Work Report,” the “Company’s 2001 Financial Final Accounts and 2002 Financial Budget Report,” the “Company’s 2001 Profit Distribution Plan Report,” the “Report on Amendments to the Company Charter,” the “Rules of Procedure for the Shareholders’ Meeting,” the “Rules of Procedure and Governance Guidelines for the Board of Directors,” the “Rules of Procedure for the Supervisory Board,” the “Report on the Election of Independent Directors,” the “Report on the Standards for Independent Director Remuneration,” the “Report on Changes in the Composition of the Board of Directors,” and the “Report on the Appointment of the 2002 Audit Firm” were all duly approved by a majority of the voting rights held by the shareholders present at this General Meeting, exceeding the statutory quorum required for valid adoption, and the results of the votes were announced on the spot; the voting results are consistent with the resolutions passed at this General 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 comply with applicable laws, regulations, and the provisions of the Company’s Articles of Association; the qualifications of the persons attending the meeting are lawful and valid; and the voting procedures and results of the meeting are genuine, lawful, and valid.

This legal opinion shall be executed in three original copies and three duplicate copies.

Dalian Huaxia Law Firm

Handling Attorney: Bao Jingxin

2002 Year 5 Month 22 day