Dalian Refrigeration Co., Ltd.

Announcement of Resolutions Adopted at the 2006 Annual General Meeting

I. Important Notice
No proposals were added, rejected, or amended during the course of this meeting.
II. Status of the Meeting
1. Date of convening: May 22, 2007
2. Meeting Location: Conference Room on the 8th Floor of the Company
3. Voting Method: On-site Voting
4. Convenor: The Company’s Board of Directors
5. Host: Zhang He
6. The convening of the meeting complies with the provisions of the Company Law, the Stock Listing Rules, and the Articles of Association. Notice of the convening of this meeting was published in the China Securities Journal and the Wenhui Daily on April 26, 2007.
III. Attendance at the Meeting
1. Overall Attendance情况
A total of 17 shareholders and their proxies attended the meeting, representing 133,514,293 shares, or 38.15% of the company’s total outstanding voting shares of 350,014,975.
2. Attendance of A-share Shareholders
A total of 15 A-share shareholders and their proxies attended the meeting, representing 84.53899 million shares, or 35.97% of the company’s total A-share voting shares of 235.014975 million.
3. Attendance of B-share Holders
A total of two B-share shareholders and their proxies attended the meeting, representing 48.975303 million shares, or 42.59% of the total voting shares held by B-share shareholders, which amount to 115 million shares.
IV. Review and Voting on Proposals
1. Deliberated and approved the 2006 Work Report of the Company’s Board of Directors;
Approval was granted for 130,881,056 shares, representing 98.03% of the voting rights held by shareholders present; no shares were opposed; and 2,633,237 shares were abstained from. Specifically: A-share shareholders approved 84,538,990 shares, representing 100% of the voting rights held by A-share shareholders present; no shares were opposed; and no shares were abstained from. B-share shareholders approved 46,342,066 shares, representing 94.62% of the voting rights held by B-share shareholders present; no shares were opposed; and 2,633,237 shares were abstained from.
2. Deliberated and approved the 2006 Work Report of the Company’s Supervisory Board;
Approval was granted for 130,881,056 shares, representing 98.03% of the voting rights held by shareholders present; no shares were opposed; and 2,633,237 shares were abstained from. Specifically: A-share shareholders approved 84,538,990 shares, representing 100% of the voting rights held by A-share shareholders present; no shares were opposed; and no shares were abstained from. B-share shareholders approved 46,342,066 shares, representing 94.62% of the voting rights held by B-share shareholders present; no shares were opposed; and 2,633,237 shares were abstained from.
3. Deliberated and approved the Company’s 2006 Annual Financial Settlement Report;
Approval was granted for 130,881,056 shares, representing 98.03% of the voting rights held by shareholders present; no shares were opposed; and 2,633,237 shares were abstained from. Specifically: A-share shareholders approved 84,538,990 shares, representing 100% of the voting rights held by A-share shareholders present; no shares were opposed; and no shares were abstained from. B-share shareholders approved 46,342,066 shares, representing 94.62% of the voting rights held by B-share shareholders present; no shares were opposed; and 2,633,237 shares were abstained from.
4. Deliberated and approved the Company’s 2006 Profit Distribution Plan;
According to the audit conducted by Dalian Hualian Certified Public Accountants LLP, the Company recorded a net profit after tax of RMB 117.295 million for the year 2006. In accordance with relevant state regulations and the Company’s Articles of Association, RMB 11.73 million was appropriated as the statutory surplus reserve at a rate of 10%, and RMB 9.884 million was set aside as reserves for consolidated subsidiaries, for a total appropriation of RMB 21.614 million. Consequently, the profit available for distribution to shareholders for the year amounted to RMB 95.681 million. Adding this to the undistributed profits at the beginning of the year of RMB 206.162 million and deducting the RMB 52.502 million in ordinary share dividends paid for the year 2005, the cumulative profit available for distribution to shareholders totaled RMB 249.341 million.
According to the audit conducted by PwC Zhongtian Certified Public Accountants LLP, the company recorded a net profit of RMB 126.384 million for the year 2006. After setting aside the statutory surplus reserve and making provisions for reserves related to consolidated subsidiaries, the profit available for distribution to shareholders for the year amounted to RMB 104.77 million. Combined with the undistributed profits at the beginning of the year of RMB 124.399 million, the cumulative profit available for distribution to shareholders totaled RMB 229.169 million.
In accordance with the relevant provisions of the Company’s Articles of Association and applying the lower-of-the-two principle, the distribution is made as follows: the total profit available for distribution to shareholders for the current year amounts to RMB 229.169 million, of which RMB 23.459 million is appropriated as discretionary statutory surplus reserve at a rate of 20%, RMB 52.502 million is allocated for dividend distribution, and the remaining balance of RMB 153.208 million is carried forward for distribution in the next fiscal year.
Company’s 2006 Dividend Distribution Plan:
Based on the total share capital of 350,014,975 shares as of the end of 2006, a cash dividend of RMB 1.50 per 10 shares (inclusive of tax) will be distributed; the cash dividend for B shares will be converted into Hong Kong dollars for payment.
The Company will not capitalize its capital reserve to increase share capital this year.
Approval was granted for 130,881,056 shares, representing 98.03% of the voting rights held by shareholders present; no shares were opposed; and 2,633,237 shares were abstained from. Specifically: A-share shareholders approved 84,538,990 shares, representing 100% of the voting rights held by A-share shareholders present; no shares were opposed; and no shares were abstained from. B-share shareholders approved 46,342,066 shares, representing 94.62% of the voting rights held by B-share shareholders present; no shares were opposed; and 2,633,237 shares were abstained from.
5. Deliberated and approved the Report on the Estimated Routine Related-Party Transactions for the Company’s 2007 Fiscal Year;
Based on the 2006 routine related-party transactions, the Company expects the total amount of such transactions for the full year 2007 to be approximately RMB 720 million, including approximately RMB 500 million for the procurement of complete-set project supporting products from related parties and approximately RMB 220 million for the sale of supporting components to related parties.
This transaction constitutes a related-party transaction, and the related parties with an interest in such transaction have waived their voting rights on the proposal at the shareholders’ meeting. Accordingly, Dalian Bingshan Group Co., Ltd. recused itself from voting. Directors Zhang He and Mu Chuanjiang also recused themselves from voting. After deducting the 76,855,683 shares of voting rights held by Dalian Bingshan Group Co., Ltd. and the 62,790 shares of voting rights held by the aforementioned two directors, the total voting rights represented by non-related shareholders present at the meeting amounted to 56,595,820 shares. Of these, non-related A-share shareholders held 7,620,517 shares of voting rights, while non-related B-share shareholders held 48,975,303 shares of voting rights.
Approved: 53,962,583 shares, representing 95.35% of the voting rights held by non-affiliated shareholders present; opposed: 0 shares; abstained: 2,633,237 shares. Specifically: For A-share holders, 7,620,517 shares were approved, representing 100% of the voting rights held by non-affiliated A-share holders present; opposed: 0 shares; abstained: 0 shares. For B-share holders, 46,342,066 shares were approved, representing 94.62% of the voting rights held by B-share holders present; opposed: 0 shares; abstained: 2,633,237 shares.
6. Deliberated and approved the report on the appointment of the company’s 2007 audit firm;
Dalian Hualian Certified Public Accountants LLP is hereby reappointed as the Company’s domestic auditor for the year 2007. PricewaterhouseCoopers Zhongtian Certified Public Accountants LLP is likewise reappointed as the Company’s overseas auditor for the year 2007. In accordance with the specific requirements of the audit engagement, an annual audit fee of RMB 280,000 shall be paid to Dalian Hualian Certified Public Accountants LLP, with all related audit expenses to be borne by such firm; an annual audit fee of RMB 980,000 shall be paid to PricewaterhouseCoopers Zhongtian Certified Public Accountants LLP, with all related audit expenses to be borne by such firm.
Approved: 130,881,056 shares, representing 98.03% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 2,633,237 shares. Specifically: A-share shareholders approved 84,538,990 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 46,342,066 shares, representing 94.62% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 2,633,237 shares.
7. Deliberated and approved the report on amending the company’s business term;
In accordance with the relevant provisions of the Company Charter, it is hereby approved to amend the company’s term of operation to perpetual existence.
Approved: 130,881,056 shares, representing 98.03% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 2,633,237 shares. Specifically: A-share shareholders approved 84,538,990 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 46,342,066 shares, representing 94.62% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 2,633,237 shares.
8. Deliberated and approved the Company’s Independent Directors’ Work Report;
Approval was granted for 130,881,056 shares, representing 98.03% of the voting rights held by shareholders present; no shares were opposed; and 2,633,237 shares were abstained from. Specifically: A-share shareholders approved 84,538,990 shares, representing 100% of the voting rights held by A-share shareholders present; no shares were opposed; and no shares were abstained from. B-share shareholders approved 46,342,066 shares, representing 94.62% of the voting rights held by B-share shareholders present; no shares were opposed; and 2,633,237 shares were abstained from.
For detailed information on the aforementioned matters under review, please refer to the Company’s announcements of resolutions passed by the Board of Directors, the Supervisory Committee, routine related-party transactions, and related-party transactions, which were published in the China Securities Journal and the Wen Wei Po on April 26, 2007.
V. Legal Opinion Issued by the Attorney
1. Name of the Law Firm: Liaoning Huaxia Law Firm
2. Attorneys: Gan Haiwei and Ma Nan
3. Conclusive Opinion: “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 results of the meeting are lawful and valid.”

Dalian Refrigeration Co., Ltd.
May 23, 2007