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Iceberg Cold & Heat Technology Co., Ltd.

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Legal Opinion on the 2003 Annual General Meeting

Hualü Stock Document No. [2004] 007

To: Dalian Refrigeration Co., Ltd.

In accordance with the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Provisional Opinions on the Convening and Conduct of Shareholders’ Meetings of Listed Companies (as amended in 2000), and other relevant laws and regulations, as well as the Articles of Association of Dalian Refrigeration Co., Ltd. (hereinafter referred to as the “Articles of Association”), our firm has accepted the engagement of Dalian Refrigeration Co., Ltd. (hereinafter referred to as the “Company”) and assigned Attorney Bao Jingxin to attend the Company’s 2003 Annual General Meeting held on June 3, 2004. Pursuant thereto, we have issued a legal opinion on the legality of such matters as the convening and procedural requirements of the meeting, the qualifications of persons entitled to attend the meeting, and the voting procedures adopted at the meeting.

The attorneys of this firm consent to the Company’s publication of this legal opinion as a statutory document for the current shareholders’ meeting and undertake legal liability for the opinions expressed herein in accordance with the law.

In accordance with the industry-recognized standards of practice, ethical norms, and the duty of due diligence expected of lawyers, the attorneys of this firm have reviewed and verified the documents and materials provided by the Company that are relevant to the issuance of this legal opinion. The legal opinion is hereby rendered as follows:

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 the China Securities Journal and the Ta Kung Pao on April 22, 2004, 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.

Upon review, 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 Persons Attending This Shareholders’ Meeting

A total of 39 shareholders and their proxies attended the meeting, representing 166,664,269 shares, or 47.62% of the company’s total share capital of 350,014,975 shares, including 131,225,798 A shares and 35,438,471 B shares. The firm’s attorneys verified the identification documents, shareholding certificates, power of attorney forms, the company’s register of shareholders, and other relevant documents and materials submitted by the shareholders and their proxies, thereby confirming that the aforementioned shareholders and proxies were duly qualified to attend this shareholders’ meeting.

With the exception of the aforementioned shareholders and their proxies, the other attendees at the meeting were the company’s directors, supervisors, senior management personnel, the firm’s attorneys, and other persons invited by the board of directors, all of whom complied with the relevant provisions of the Regulatory Opinions.

III. Voting Procedures for This Shareholders’ Meeting

This shareholders’ meeting adopted a named voting procedure. The meeting reviewed and voted on each item listed in the notice of the meeting, and the following resolutions were adopted:

1. The Company’s Board of Directors’ 2003 Annual Work Report;

2. The 2003 Work Report of the Company’s Supervisory Board;

3. The Company’s 2003 Annual Financial Settlement Report and 2004 Annual Financial Budget Report;

4. Report on the Company’s Proposed Profit Distribution for the Year 2003;

5. Report on Amendments to the Company Charter;

6. Report on the Appointment of the Company’s Auditor for the Year 2004;

7. Elected the directors of the Company’s Fourth Board of Directors;

8. The company’s fourth Supervisory Board was elected, with supervisors appointed from among the shareholders’ representatives.

All of the aforementioned resolutions were adopted by a majority of the voting rights held by shareholders and their proxies present at the meeting, exceeding the statutory quorum, and the results were announced on the spot; in particular, a cumulative voting system was employed for the election of directors.

Upon review, the attorneys of this firm are of the opinion that the voting procedures for the Company’s current shareholders’ meeting comply with applicable laws, regulations, and the provisions of the Company’s Articles of Association, and that the results of the vote are lawful and valid.

In summary, the attorneys of this firm are of the opinion that the convening and conduct of the Company’s current shareholders’ meeting comply with the provisions of applicable laws, regulations, and the Company’s Articles of Association; the qualifications of the persons attending the meeting are lawful and valid; and the voting procedures and voting results of the meeting are lawful and valid.

Liaoning Huaxia Law Firm

Handling Attorney: Bao Jingxin

June 2004