Dalian Refrigeration Co., Ltd.

Announcement of Resolutions Adopted at the 2007 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 20, 2008
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 25, 2008.
III. Attendance at the Meeting
1. Overall Attendance情况
A total of 22 shareholders and their proxies attended the meeting, representing 116,761,209 shares, or 33.36% of the company’s total outstanding voting shares of 350,014,975.
2. Attendance of A-share Shareholders
A total of 19 A-share shareholders and their proxies attended the meeting, representing 81,570,809 shares, or 34.71% of the company’s total A-share voting shares of 235,014,975.
3. Attendance of B-share Holders
A total of three B-share shareholders and their proxies attended the meeting, representing 35.1904 million shares, or 30.60% 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 2007 Work Report of the Company’s Board of Directors;
Approved: 115,851,109 shares, representing 99.22% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 910,100 shares. Specifically: A-share shareholders approved 80,660,709 shares, representing 98.88% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 910,100 shares. B-share shareholders approved 35,190,400 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
2. Deliberated and approved the 2007 Work Report of the Company’s Supervisory Board;
Approval was granted for 116,701,109 shares, representing 99.95% of the voting rights held by shareholders present; no shares were opposed; and 60,100 shares were abstained from. Specifically: A-share shareholders approved 81,510,709 shares, representing 99.93% of the voting rights held by A-share shareholders present; no shares were opposed; and 60,100 shares were abstained from. B-share shareholders approved 35,190,400 shares, representing 100% of the voting rights held by B-share shareholders present; no shares were opposed; and no shares were abstained from.
3. Deliberated and approved the Company’s 2007 Annual Financial Settlement Report;
A total of 115,901,109 shares were approved, representing 99.26% of the voting rights held by shareholders present; no shares were opposed; and 860,100 shares were abstained from. Specifically: A-share shareholders approved 80,710,709 shares, representing 98.95% of the voting rights held by A-share shareholders present; no shares were opposed; and 860,100 shares were abstained from. B-share shareholders approved 35,190,400 shares, representing 100% of the voting rights held by B-share shareholders present; no shares were opposed; and no shares were abstained from.
4. Deliberated and approved the Company’s 2007 Profit Distribution Plan;
The company’s profit distribution is based on the parent company’s financial statements.
According to the audit conducted by Dalian Hualian Certified Public Accountants LLP, the Company recorded a net profit of RMB 114.33 million in 2007. A statutory surplus reserve of RMB 11.433 million, representing 10% of the net profit, was appropriated, leaving RMB 102.897 million available for distribution to shareholders. Adding this amount to the undistributed profits at the beginning of the year of RMB 237.33 million and deducting the RMB 52.502 million in ordinary share dividends paid for 2006, as well as the RMB 23.459 million appropriated as discretionary surplus reserve (20% of net profit), the cumulative profit available for distribution to shareholders totals RMB 264.266 million. Of this amount, RMB 22.866 million was appropriated as discretionary surplus reserve, RMB 52.502 million was distributed as dividends, and the remaining RMB 188.898 million was carried forward for future distribution.
Company’s 2007 Dividend Distribution Plan:
Based on the total share capital of 350,014,975 shares as of the end of 2007, 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 115,690,860 shares, representing 99.08% of the voting rights held by shareholders present; 130,249 shares were opposed; and 940,100 shares were abstained from. Specifically: A-share shareholders approved 80,500,460 shares, representing 98.69% of the voting rights held by A-share shareholders present; 130,249 shares were opposed; and 940,100 shares were abstained from. B-share shareholders approved 35,190,400 shares, representing 100% of the voting rights held by B-share shareholders present; no shares were opposed; and no shares were abstained from.
5. Deliberated and approved the report on amending the Company Charter;
A total of 116,625,109 shares were approved, representing 99.88% of the voting rights held by shareholders present; 76,000 shares were opposed; and 60,100 shares were abstained from. Specifically: A-share holders approved 81,510,709 shares, representing 99.93% of the voting rights held by A-share holders present; no shares were opposed; and 60,100 shares were abstained from. B-share holders approved 35,114,400 shares, representing 99.78% of the voting rights held by B-share holders present; 76,000 shares were opposed; and no shares were abstained from.
6. Deliberated and approved the Report on the Estimated Routine Related-Party Transactions for the Company’s 2008 Fiscal Year;
Based on the 2007 routine related-party transactions, the Company expects the total amount of such transactions for the full year 2008 to be approximately RMB 750 million, including approximately RMB 480 million in purchases of complete-project supporting products from related parties and approximately RMB 270 million in sales 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 held by non-related shareholders present at the meeting amounted to 39,842,736 shares. Of these, non-related A-share shareholders held 4,652,336 shares of voting rights, while non-related B-share shareholders held 35,190,400 shares of voting rights.
Approval was granted for 39,706,536 shares, representing 99.66% of the voting rights held by non-affiliated shareholders present; 76,000 shares were opposed; and 60,200 shares were abstained from. Specifically: A-share holders approved 4,592,136 shares, representing 98.71% of the voting rights held by non-affiliated A-share holders present; no shares were opposed; and 60,200 shares were abstained from. B-share holders approved 35,114,400 shares, representing 99.78% of the voting rights held by B-share holders present; 76,000 shares were opposed; and no shares were abstained from.
7. Deliberated and approved the report on the appointment of the company’s 2008 audit firm;
The engagement of Dalian Hualian Certified Public Accountants LLP as the Company’s auditor for the year 2008 is hereby renewed. In accordance with the specific requirements of the audit engagement, an annual audit fee of RMB 550,000 shall be paid to Dalian Hualian Certified Public Accountants LLP, and any related expenses incurred in connection with the audit shall be borne by such firm.
A total of 116,625,090 shares were approved, representing 99.88% of the voting rights held by shareholders present; 76,000 shares were opposed; and 60,200 shares were abstained from. Specifically: A-share shareholders approved 81,510,609 shares, representing 99.93% of the voting rights held by A-share shareholders present; no shares were opposed; and 60,200 shares were abstained from. B-share shareholders approved 35,114,400 shares, representing 99.78% of the voting rights held by B-share shareholders present; 76,000 shares were opposed; and no shares were abstained from.
8. Deliberated and approved the 2007 Annual Report on the Performance of Duties by the Company’s Independent Directors;
A total of 115,901,109 shares were approved, representing 99.26% of the voting rights held by shareholders present; no shares were opposed; and 860,100 shares were abstained from. Specifically: A-share shareholders approved 80,710,709 shares, representing 98.95% of the voting rights held by A-share shareholders present; no shares were opposed; and 860,100 shares were abstained from. B-share shareholders approved 35,190,400 shares, representing 100% of the voting rights held by B-share shareholders present; no shares were opposed; and no shares were abstained from.
9. Deliberated and approved the report on the postponement of the re-election of the Company’s Board of Directors and Supervisory Board.
The Company will convene a shareholders’ meeting as soon as possible following the completion of the restructuring of the Bing Shan Group to elect the new Board of Directors and Supervisory Board.
Approval was granted for 116,625,109 shares, representing 99.88% of the voting rights held by shareholders present; 76,000 shares were opposed; and 60,100 shares were abstained from. Specifically: A-share shareholders approved 81,510,709 shares, representing 99.93% of the voting rights held by A-share shareholders present; no shares were opposed; and 60,100 shares were abstained from. B-share shareholders approved 35,114,400 shares, representing 99.78% of the voting rights held by B-share shareholders present; 76,000 shares were opposed; and no 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 25, 2008.
V. Legal Opinion Issued by the Attorney
1. Name of the Law Firm: Liaoning Huaxia Law Firm
2. Attorneys: Bao Jingxin and Gan Haiwei
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 voting results of the meeting are lawful and valid.”

Dalian Refrigeration Co., Ltd.
May 21, 2008