Liaoning Huaxia Law Firm

About Dalian Refrigeration Machinery Joint-stock company

Two O The 19th Second Interim of the shareholders’ meeting

Legal Opinion

Liaohua Law, upon seeing the words [ 2019 ］ 013 Number

To: Dalian Refrigeration Machinery Joint-stock company

Pursuant to the Company Law of the People’s Republic of China (hereinafter referred to as “Company Law”) 1. Rules of the General Meeting of Shareholders of Listed Companies (hereinafter referred to as “Rules of the General Meeting of Shareholders”), and the “Detailed Rules for Online Voting at General Meetings of Listed Companies on the Shenzhen Stock Exchange” (hereinafter referred to as the “Online Voting Detailed Rules”) and relevant laws and regulations and “ Dalian Refrigeration Machinery Joint-stock company the Articles of Association (hereinafter referred to as “Articles of Association”) the provisions, this office accepts Dalian Refrigeration Machinery Joint-stock company (hereinafter referred to as “ Company ” )’s entrustment, appointing an attorney Bao Jingxin, Liu Cuimei Attended on 2019 year 6 month 5 The company convened on [date]. 2019 Second Temporary the shareholders’ meeting, and regarding the procedures for convening and calling this shareholders’ meeting, as well as the qualifications of the persons attending this shareholders’ meeting , Qualification of the Meeting Convenor and the voting procedures for this shareholders’ meeting , Voting Results Issue a legal opinion on the legality of important matters.

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 all documents and materials provided by the Company that are relevant to the issuance of this legal opinion. Based on such review and verification, we hereby render the following legal opinion:

I. Procedures for Convening and Holding This Shareholders’ Meeting

(1) This shareholders’ meeting of the Company was convened by the Board of Directors, and the notice of the meeting was issued on 2019 year 5 month 18 Daily publication in the China Securities Journal 》 、 “ Hong Kong Commercial Daily 》and Cninfo On the website, the date of publication of the announcement has already exceeded the date of this shareholders’ meeting. Fifteen Day. The company has provided clear instructions in the notice of the shareholders’ meeting regarding the online voting system, voting time, and operational procedures.

(2) The on-site session of this shareholders’ meeting will be chaired by the Chairman of the Company. The time and venue of the meeting, as well as the matters to be considered at the meeting, are consistent with the meeting notice.

The company has provided a online voting platform for shareholders through the Shenzhen Stock Exchange trading system, with the online voting period being: 2019 year 6 month 5 Morning 9:30-11:30 , afternoon 1:00-3 :00 ; The specific time for online voting via the Shenzhen Stock Exchange’s Internet Voting System is 2019 year 6 month 4 Afternoon 3:00 To 2019 year 6 month 5 Afternoon 3:00 at any time. The timing and method of online voting shall be consistent with the contents of the meeting notice announcement.

Upon verification, the attorneys of this firm are of the opinion that the procedures for convening and holding the Company’s current shareholders’ meeting comply with the Company Law, the Rules of the General Meeting of Shareholders, and others The provisions of applicable laws, regulations, and the Company’s Articles of Association.

II. Qualifications of Attendees and the Convenor of This Shareholders’ Meeting

(1) Upon verification, the attendance of shareholders and their proxies at this shareholders’ meeting is as follows:

1 , a total of shareholders and their proxies attended the on-site meeting of this shareholders’ meeting of the company. 9 Name, representing shares 250,720, 941 shares, representing the total number of the company’s voting shares 29.73%。 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 of the shareholders and their proxies attending the meeting, thereby confirming that the aforementioned shareholders and their proxies are duly qualified to attend the General Meeting of Shareholders.

2 , According to the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd., a total of shareholders cast valid votes through the online voting system at this shareholders’ meeting. 17 Individuals collectively hold the company’s shares. 1,029,780 shares, representing the total number of the company’s voting shares 0. 12%。

In summary, a total of ... shareholders and their proxies attended this shareholders’ meeting of the company. 26 Name, representing shares 251,750,721 shares, representing the total number of the company’s voting shares 29. 85 %。

(2) In addition to the aforementioned shareholders and their proxies, attendees at this shareholders’ meeting also included certain directors, supervisors, senior management personnel of the Company, and attorneys from our firm.

The attorneys of this firm are of the opinion that the qualifications of the aforementioned persons attending and observing this shareholders’ meeting comply with the provisions of the Company Law, the Rules for Shareholders’ Meetings, and the Articles of Association.

(3) This Shareholders’ Meeting department Convened by the company’s board of directors, Meeting The convener’s qualifications are lawful and valid.

III. Voting Procedures for This Shareholders’ Meeting

(1) Voting Procedure

1 Upon verification by the attorneys of this firm, the matters actually deliberated at this shareholders’ meeting are consistent with the proposals announced by the Company’s Board of Directors, and no amendments were made to the proposals during the course of the meeting, thereby complying with the relevant provisions of the Company Law, the Rules for Shareholders’ Meetings, and the Company Charter.

2 At the on-site meeting of this shareholders’ general meeting, shareholder representatives, supervisory board representatives, and attorneys from our firm were jointly appointed to oversee the vote-counting and vote-monitoring processes, with the vote-monitoring personnel responsible for tabulating the voting results. The chairperson of the shareholders’ general meeting then, at the meeting venue, Announce finished The voting results for each proposal and The voting results comply with the relevant laws, regulations, and the Articles of Association of the Company.

3 The online voting procedure for this shareholders’ meeting was designed in accordance with the provisions of the Detailed Rules on Online Voting, and the total number of voting rights exercised through online voting as well as the voting results were provided to the Company by Shenzhen Securities Information Co., Ltd., thereby complying with applicable laws and regulations.

In summary, the attorneys of this firm are of the opinion that the voting procedures for this shareholders’ meeting comply with the relevant provisions of the Company Law, the Rules of the Shareholders’ Meeting, and the Articles of Association.

(II) Voting Results

At this shareholders’ meeting, the following proposals were reviewed and approved item by item:

1 1. Elect Yokoo Sadakazu as a director of the Company’s Eighth Board of Directors;

2 Elect Shigenori Nishimoto as a director of the Company’s Eighth Board of Directors.

All of the aforementioned proposals were approved by a majority of the valid voting rights held by shareholders present at the meeting, as required by law. -

Upon verification, the attorneys of this firm are of the opinion that the voting procedures for the Company’s current shareholders’ meeting comply with the Company Law, the Rules of the General Meeting of Shareholders, the Detailed Rules on Online Voting, and other relevant regulations Law 、 Regulations , normative documents Furthermore, in accordance with the provisions of the Company Charter, the voting results are lawful and valid.

IV. Concluding Remarks

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 Company Law, the Rules of the General Meeting of Shareholders, the Detailed Rules on Online Voting, and other relevant regulations Laws and regulations , normative documents and the provisions of the Company Charter; the qualifications of the attendees and the convener of this shareholders’ meeting are lawful and valid; the voting procedures and voting results of this shareholders’ meeting are lawful and valid.

(This page contains no substantive text; it is part of the “Liaoning Huaxia Law Firm’s Opinion Regarding Dalian Refrigeration Co., Ltd.” Signature Page of the Legal Opinion on the Second Extraordinary General Meeting of Shareholders in 2019

Liaoning Huaxia Law Firm (Seal)               Handling Attorney (Signature):

Person in Charge (Signature):                           Bao Jingxin:               

Jiang Hui:                                    Liu Cuimei:               

June 5, 2019