Dalian Refrigeration Co., Ltd.

Announcement of Resolutions Adopted at the 2008 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, 2009
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 24, 2009.
III. Attendance at the Meeting
1. Overall Attendance情况
A total of 11 shareholders and their proxies attended the meeting, representing 116.80385 million shares, or 33.37% of the company’s total outstanding voting shares of 350.014975 million.
2. Attendance of A-share Shareholders
A total of 8 A-share shareholders and their proxies attended the meeting, representing 81.72625 million shares, or 34.77% of the company’s total A-share voting shares of 235.014975 million.
3. Attendance of B-share Holders
A total of three B-share shareholders and their proxies attended the meeting, representing 35.0776 million shares, or 30.50% 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 2008 Annual Work Report of the Company’s Board of Directors;
Approved: 116,803,750 shares, representing 99.99% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 1,000 shares. Specifically: A-share shareholders approved 81,726,250 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 35,077,500 shares, representing 99.99% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 1,000 shares.
2. Deliberated and approved the 2008 Work Report of the Company’s Supervisory Board;
Approved: 116,803,750 shares, representing 99.99% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 1,000 shares. Specifically: A-share shareholders approved 81,726,250 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 35,077,500 shares, representing 99.99% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 1,000 shares.
3. Deliberated and approved the Company’s 2008 Annual Financial Settlement Report;
Approved: 116,803,750 shares, representing 99.99% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 1,000 shares. Specifically: A-share shareholders approved 81,726,250 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 35,077,500 shares, representing 99.99% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 1,000 shares.
4. Deliberated and approved the Company’s 2008 Profit Distribution Plan;
According to the audit conducted by Zhongzhun Certified Public Accountants LLP, the parent company recorded a net profit of RMB 122.787 million in 2008. A statutory surplus reserve of RMB 12.279 million was appropriated at 10% of net profit, leaving RMB 110.508 million available for distribution to shareholders. Adding this to the undistributed profits at the beginning of the year of RMB 264.266 million and deducting the RMB 52.502 million in ordinary dividend payments for 2007 as well as the RMB 22.866 million already appropriated as discretionary surplus reserve at 20%, the cumulative amount available for distribution to shareholders totals RMB 299.406 million. Of this amount, RMB 24.557 million was appropriated as discretionary surplus reserve at 20%, RMB 52.502 million was allocated for dividend distribution, and the remaining RMB 222.347 million was carried forward for future distribution.
Company’s 2008 Dividend Distribution Plan:
Based on the total share capital of 350,014,975 shares as of the end of 2008, 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.
Approved: 116,803,850 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 81,726,250 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 35,077,600 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
5. Deliberated and approved the report on amending the Company Charter;
Article 11.3 of the Company Charter, entitled “Dividends,” is hereby amended to include the following provision: “The Company shall declare annual cash dividends of no less than 10% of its net profit for the year, or, over the most recent three years, cumulative cash dividends of no less than 30% of the average annual net profit realized during such three-year period.”
Approved: 116,803,850 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 81,726,250 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 35,077,600 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
6. Deliberated and approved the Report on the Estimated Amount of the Company’s Routine Related-Party Transactions for the Year 2009;
Based on the 2008 routine related-party transactions, the Company expects the total amount of such transactions for the full year 2009 to be approximately RMB 500 million, including approximately RMB 260 million in purchases of complete-set project supporting products from related parties and approximately RMB 240 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 the vote. Directors Zhang He and Mu Chuanjiang also recused themselves from the vote. 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 the non-related shareholders present amounted to 39,885,377 shares. Of these, non-related A-share shareholders held 4,807,777 shares of voting rights, while non-related B-share shareholders held 35,077,600 shares of voting rights.
Approved: 39,885,277 shares, representing 99.99% of the voting rights held by non-affiliated shareholders present; opposed: 0 shares; abstained: 1,000 shares. Specifically: A-share holders approved 4,807,777 shares, representing 100% of the voting rights held by non-affiliated A-share holders present; opposed: 0 shares; abstained: 0 shares. B-share holders approved 35,077,500 shares, representing 99.99% of the voting rights held by non-affiliated B-share holders present; opposed: 0 shares; abstained: 1,000 shares.
7. Deliberated and approved the report on the appointment of the company’s auditor for the year 2009;
The engagement of Zhongzhun Certified Public Accountants LLP as the Company’s auditor for the year 2009 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 Zhongzhun Certified Public Accountants LLP (the same amount was paid in 2008), and any related expenses incurred in connection with the audit shall be borne by the firm.
Approved: 116,803,750 shares, representing 99.99% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 1,000 shares. Specifically: A-share shareholders approved 81,726,250 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 35,077,500 shares, representing 99.99% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 1,000 shares.
8. Deliberated and approved the 2008 Annual Report on the Performance of Duties by the Company’s Independent Directors;
Approved: 116,803,750 shares, representing 99.99% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 1,000 shares. Specifically: A-share shareholders approved 81,726,250 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 35,077,500 shares, representing 99.99% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 1,000 shares.
9. The following were elected as directors of the Company’s Fifth Board of Directors: Zhang He, Mu Chuanjiang, Yang Bin, Xu Junrao, Arima Hideyoshi, Wang Weijie, and Liu Caiping.
(1) Elect Zhang He as a director of the company.
Approved: 116,803,750 shares, representing 99.99% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 1,000 shares. Specifically: A-share shareholders approved 81,726,250 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 35,077,500 shares, representing 99.99% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 1,000 shares.
(2) Elect Mu Chuanjiang as a director of the company.
Approved: 116,803,750 shares, representing 99.99% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 1,000 shares. Specifically: A-share shareholders approved 81,726,250 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 35,077,500 shares, representing 99.99% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 1,000 shares.
(3) Elect Yang Bin as a director of the company.
Approved: 116,803,750 shares, representing 99.99% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 1,000 shares. Specifically: A-share shareholders approved 81,726,250 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 35,077,500 shares, representing 99.99% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 1,000 shares.
(4) Elect Xu Junrao as a director of the company.
Approved: 116,803,750 shares, representing 99.99% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 1,000 shares. Specifically: A-share shareholders approved 81,726,250 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 35,077,500 shares, representing 99.99% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 1,000 shares.
(5) Electing Xiu-jun You as a director of the company
Approved: 116,803,850 shares, representing 100% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 0 shares. Specifically: A-share shareholders approved 81,726,250 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 35,077,600 shares, representing 100% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 0 shares.
(6) Elect Wang Weijie as a director of the company.
Approved: 116,803,750 shares, representing 99.99% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 1,000 shares. Specifically: A-share shareholders approved 81,726,250 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 35,077,500 shares, representing 99.99% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 1,000 shares.
(7) Elect Liu Caiping as an independent director of the company.
Approved: 116,803,750 shares, representing 99.99% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 1,000 shares. Specifically: A-share shareholders approved 81,726,250 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 35,077,500 shares, representing 99.99% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 1,000 shares.
10. The Company’s Fifth Supervisory Board was elected, with shareholder representatives serving as supervisors: Men Yuesheng and Mao Chunhua. In addition, Yu Fuchun was elected as a supervisor by the Company’s Employee Congress.
(1) Elect Mr. Men Yue Sheng as the company’s supervisor.
Approved: 116,803,750 shares, representing 99.99% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 1,000 shares. Specifically: A-share shareholders approved 81,726,250 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 35,077,500 shares, representing 99.99% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 1,000 shares.
(2) Elect Mao Chunhua as the company’s supervisor.
Approved: 116,803,750 shares, representing 99.99% of the voting rights held by shareholders present; opposed: 0 shares; abstained: 1,000 shares. Specifically: A-share shareholders approved 81,726,250 shares, representing 100% of the voting rights held by A-share shareholders present; opposed: 0 shares; abstained: 0 shares. B-share shareholders approved 35,077,500 shares, representing 99.99% of the voting rights held by B-share shareholders present; opposed: 0 shares; abstained: 1,000 shares.
For detailed information on the aforementioned matters under review, please refer to the Company’s announcements on resolutions of the Board of Directors, resolutions of the Supervisory Committee, and routine related-party transactions, which were published in the China Securities Journal and the Wen Wei Po on April 24, 2009.
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 voting results of the meeting are lawful and valid.”

Board of Directors, Dalian Refrigeration Co., Ltd.
May 21, 2009