DALIAN REFRIGERATION CO., LTD.



RULES OF PROCEDURE FOR SHAREHOLDERS’ GENERAL MEETING





Chapter 1 General Provisions



Art. 1 In order to protect the legal rights and interests of Dalian Refrigeration

Company Limited (hereinafter referred to as the Company) and the Company's

shareholders, define the limits of authority of the general meeting, and ensure the

general meeting's legal exercise of authority, these Rules are worked out in accor-

dance with the Company Law of the People's Republic of China (hereinafter referred

to as the Company Law), the Articles of Association of Dalian Refrigeration

Company Limited (hereinafter referred to as the Articles of Association), and relevant

state laws and regulations.



Chapter 2 Nature and Authority of the General Meeting



Art. 2 The general meeting shall be the authority mechanism of the Company.



Art. 3 The general meeting shall have the following functions and powers:



(1) to set the guiding principles of operation and to prepare investment proposals for

the Company;



(2) to elect and dismiss directors and fix their remuneration;



(3) to elect and dismiss supervisors whose positions are occupied by the shareholders'

representatives and fix their remuneration;



(4) to examine and approve the reports of the Board of Directors;



(5) to examine and approve the reports of the Supervisory Board;



(6) to examine and approve the annual budget and final accounts of the Company;



(7) to examine and approve the profit distribution proposal and the loss offset

proposal of the Company;



(8) to resolve on whether to increase or reduce the registered capital of the Company;



(9) to resolve on the listing and trading of the Company's shares on a stock exchange;



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(10) to resolve on whether the Company should issue debentures;



(11) to resolve on matters such as the merger, division, dissolution and liquidation of

the Company;



(12) to appoint or dismiss accountants;



(13) to amend the Articles of Association;



(14) to examine the resolutions proposed by a shareholder or shareholders who hold

more than 3% of the issued shares of the Company with voting rights; and



(15) to review the matters concerning guarantees described in Art. 1.8 of these

Articles of Association;



(16) to review the matters concerning purchase or sale of any major assets of the

Company within one year, which exceeds 30% of the Company’s audited total assets

as at the most recent period end;



(17) to review and approve the matters concerning change of the use of raised funds;



(18) to review the stock incentive plan;



(19) to examine other matters that shall be decided at the general meeting as

stipulated by the laws and regulations and the Articles of Association.



Chapter 3 Conditions for Convening a General Meeting



Art. 4 A general meeting shall be either an annual general meeting or an extraordinary

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