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Iceberg Cold & Heat Technology Co., Ltd.

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Document No. 8: Annual Report on the Performance of Duties by the Company’s Independent Directors for 2008

Annual Report on the Performance of Independent Directors for 2008

Dear Shareholders:

In 2008, as independent directors of Dalian Refrigeration Co., Ltd. (hereinafter referred to as the “Company”), we attended the Company’s board meetings and annual general meetings on schedule in accordance with the Company Law, the Corporate Governance Guidelines for Listed Companies, the Guiding Opinions on Establishing an Independent Director System in Listed Companies, the Several Provisions on Strengthening the Protection of the Rights and Interests of Public Shareholders, and other relevant requirements. With a focus on safeguarding the legitimate rights and interests of all shareholders, particularly public shareholders, we placed great emphasis on conducting regular on-site visits and carrying out investigative research into the Company’s operations, closely monitoring its development trends and the progress of the major shareholder’s restructuring. We rigorously reviewed proposals on significant matters affecting the Company and exercised our voting rights and expressed our independent opinions with due care and prudence.

I. Attendance at the 2008 Board of Directors Meetings

Name	Should participate this year Number of board meetings	Attend in person (occasion)	Attendance by Proxy (occasion)	Absence (occasion)
Lü Zhongli	4	4	0	0
Wang Dong	4	4	0	0
Zhang Guile	4	4	0	0

II. Status of Independent Opinions Issued in 2008

1. On April 11, 2008, prior approval was granted for the Company’s proposed routine related-party transactions with affiliated entities, the appointment of the Company’s 2008 audit firm, and the additional investment in Shenyang Sanyo Air Conditioning Co., Ltd., among other significant matters, and it was agreed to submit these items for consideration at the 15th Meeting of the 4th Board of Directors.

2. On April 23, 2008, the following independent opinion was issued regarding the significant matters deliberated at the fifteenth meeting of the fourth session of the Company’s Board of Directors, as well as other significant matters of the Company:

(1) Opinion on the Compensation of Company Executives for the Year 2007

The determination of the 2007 executive compensation was made after a comprehensive review of the Company’s performance in achieving its 2007 business plan, as well as its financial condition, operating results, and cash flows. We unanimously approve the Board of Directors’ report on the 2007 executive compensation.

(2) Opinions on the Company’s Cumulative External Guarantees, Current Period External Guarantees, and Compliance with Relevant Regulations

Upon review, the Company has not provided any guarantees for its controlling shareholder, other related parties in which the Company holds less than 50% of the equity, or any unincorporated entities or individuals; the total amount of the Company’s external guarantees is zero. Currently, the Company’s Articles of Association stipulate the approval procedures for external guarantees and the creditworthiness criteria for guaranteed parties. In light of the foregoing, we are of the view that the Company has duly complied with the relevant regulations.

(3) Opinions on the Company’s Routine Related-Party Transactions for the Year 2007 and the Estimated Routine Related-Party Transactions for the Year 2008

The aforementioned routine related-party transactions of the Company are normal and necessary, comply with the relevant provisions of the Stock Listing Rules and the Company’s Articles of Association, adhere to the principles of openness, fairness, and impartiality, are consistent with the Company’s actual business operations and development needs, involve reasonable transaction prices, and do not prejudice the interests of the Company or its non-affiliated shareholders.

(4) Report on Additional Investment in Shenyang Sanyo Air-Conditioning Co., Ltd.

This related-party transaction is fair, does not prejudice the interests of the Company or its minority shareholders, and is conducive to enhancing the Company’s investment returns and improving the efficiency of capital utilization. The voting procedures for this related-party transaction were lawful, and the affiliated directors duly recused themselves.

(5) Opinions on the Company’s Self-Assessment of Internal Controls

The Company has established a relatively comprehensive internal control system, with all internal control policies and procedures in compliance with applicable requirements and aligned with the Company’s actual operations. During the self-assessment phase of the corporate governance special initiative and in response to issues raised by regulatory authorities during the public review period, the Company undertook proactive corrective actions, further enhancing its internal control framework. The Company has not violated the Guidelines on Internal Control for Listed Companies. In light of the foregoing, we concur with the Company’s self-assessment of its internal control system.

The above report is submitted for your review.

Independent Directors: Lü Zhongli, Wang Dong, Zhang Guile

May 20, 2009