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Legal Opinion on the 2005 Annual General Meeting

Liaoning Huaxia Law Firm regarding

Dalian Refrigeration Co., Ltd.

Legal Opinion on the 2005 Annual General Meeting

Liaohua Law Stock No. [2006] 013

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 Rules for General Meetings of Listed Companies, 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 2005 Annual General Meeting held on May 30, 2006. On this occasion, Attorney Bao rendered a legal opinion on the legality of such matters as the convening and calling procedures of the meeting, the qualifications of persons attending 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.

Our firm’s attorneys, in accordance with the industry-recognized standards of practice, ethical guidelines, and the duty of due diligence, have reviewed and verified the documents and materials provided by the Company that are relevant to the issuance of this legal opinion. We now render the following legal opinion:

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 Wenhui Daily on April 27, 2006, 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. Qualification of Persons Attending This Shareholders’ Meeting A total of 22 shareholders and their proxies attended today’s shareholders’ meeting, representing 131,611,810 shares (of which 96,610,310 are A shares with voting rights and 35,001,500 are B shares with voting rights), or 37.60% of the company’s total share capital of 350,014,975 shares. The attorneys of this firm have verified the identity documents, shareholding certificates, power of attorney letters, the company’s register of shareholders, and other relevant documents and materials submitted by the shareholders and their proxies attending the meeting, and have confirmed that the aforementioned shareholders and proxies are duly qualified to attend this shareholders’ meeting.

Except for 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 in compliance with applicable laws, regulations, and the Company’s Articles of Association.

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:

Report on the Work of the Company’s Board of Directors for the Year 2005;

Report on the Work of the Company’s Supervisory Board for the Year 2005;

2005 Annual Financial Settlement Report of the Company;

Profit Distribution Plan for the Year 2005 of the Company;

Report on Amendments to the Company Charter;

Report on the Amendment of the Rules of Procedure for the Shareholders’ Meeting;

Report on the Amendment of the Rules of Procedure for Board Meetings and the Governance Code;

Report on the Amendment of the Rules of Procedure for the Supervisory Board Meetings;

Report on the Establishment of Specialized Committees of the Board of Directors;

Explanation Regarding the Termination of the Project of Dalian Bingshan Investment Co., Ltd.;

Report on the Company’s Routine Related-Party Transactions for the Year 2005 and the Estimated Routine Related-Party Transactions for the Year 2006;

Report on the Performance of Duties by the Company’s Independent Directors;

Report on Raising the Remuneration Standards for Independent Directors.

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 of the vote were announced on the spot. The voting results are consistent with the resolutions passed at this general meeting. Notably, Proposal No. 11 involves related-party transactions, and the relevant affiliated shareholders recused themselves from voting.

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 and regulations as well as the 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 lawful and valid.

Liaoning Huaxia Law Firm

Handling Attorney: Bao Jingxin

May 30, 2006