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Legal Opinion on the 2016 Annual General Meeting
Liaoning Huaxia Law Firm
Regarding Dalian Refrigeration Co., Ltd.
of the 2016 Annual General Meeting
Legal Opinion
Liaohua Law Letter [2017] No. 015
To: Dalian Refrigeration Co., Ltd.
In accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Rules for General Meetings of Listed Companies (hereinafter referred to as the “General Meeting Rules”), the Implementation Rules for Online Voting at General Meetings of Listed Companies of the Shenzhen Stock Exchange (hereinafter referred to as the “Online Voting Rules”), and other relevant laws and regulations, this firm has accepted the engagement of Dalian Refrigeration Co., Ltd. (hereinafter referred to as the “Company”) and appointed attorneys Bao Jingxin and Liu Cuimei to attend the Company’s 2016 Annual General Meeting held on May 19, 2017. The firm has also issued a legal opinion on the legality of such matters as the convening and procedural compliance of the meeting, the qualifications of persons attending the meeting, the qualifications of the convener, as well as the voting procedures and results of the meeting.
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.
Our firm’s attorneys, in accordance with the industry-recognized standards of practice, ethical guidelines, and the duty of due diligence, have reviewed and verified all documents and materials provided by the Company that are relevant to the issuance of this legal opinion. We now render the following legal opinion:
I. Procedures for Convening and Holding This Shareholders’ Meeting
(1) This shareholders’ meeting was convened by the Company’s Board of Directors. The notice of the meeting was published on April 22, 2017, in the China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website, with the date of publication more than twenty days prior to the scheduled holding of the meeting. In the notice of the shareholders’ meeting, the Company provided clear instructions regarding the online voting system, the voting period, and the operational procedures.
(2) The on-site session of this shareholders’ meeting was chaired by the Chairman of the Company, and the time, venue, and matters to be considered at the meeting were consistent with those specified in the notice of the meeting.
The Company has provided a online voting platform for shareholders through the Shenzhen Stock Exchange trading system, with voting hours from 9:30 a.m. to 11:30 a.m. and from 1:00 p.m. to 3:00 p.m. on May 19, 2017. Online voting via the Shenzhen Stock Exchange’s Internet Voting System will be available at any time between 3:00 p.m. on May 18, 2017, and 3:00 p.m. on May 19, 2017. The timing and methods for online voting are consistent with the contents of the meeting notice.
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 provisions of the Company Law, the Rules of the Shareholders’ Meeting, other applicable laws and 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 11 shareholders and their proxies attended the on-site meeting of this shareholders’ general meeting, representing 186,928,474 shares, or 30.56% of the company’s total voting shares. 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 submitted by the shareholders and their proxies in attendance, thereby confirming that the aforementioned shareholders and proxies are duly qualified to attend the shareholders’ general meeting.
2. According to the statistical results of online voting provided by Shenzhen Stock Exchange Information Network Co., Ltd., a total of 4 shareholders cast valid votes through the online voting system at this shareholders’ meeting, holding a combined total of 1,182,000 shares, which represents 0.19% of the company’s total outstanding shares with voting rights.
In summary, a total of 15 shareholders and their proxies attended the Company’s current shareholders’ meeting, representing 188,110,474 shares, or 30.75% of the Company’s total voting shares.
(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 was convened by the Company’s Board of Directors, and 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 considered 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 conduct the vote-counting and vote-monitoring procedures. The vote-monitoring personnel then tallied the voting results, which were subsequently announced by the chair of the meeting at the venue. The announcement of the voting status and outcomes for each proposal was in full compliance with applicable laws, regulations, and the Articles of Association of the Company.
3. The online voting procedure for this shareholders’ meeting was established in accordance with the provisions of the Detailed Rules on Online Voting. The total number of voting rights exercised through online voting and the corresponding voting results were provided to the Company by Shenzhen Stock Exchange Information Network Co., Ltd., in compliance 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. 2016 Annual Work Report of the Company’s Board of Directors;
2. The Company’s Supervisory Board’s 2016 Annual Work Report;
3. The Company’s 2016 Annual Financial Settlement Report;
4. Report on the Company’s 2016 Profit Distribution Plan;
5. The Company’s 2016 Annual Report;
6. Report on Authorizing the Company’s Chairman and Management to Apply for Bank Credit Lines and Loan Limits for the Year 2017;
7. Report on the Company’s Estimated Routine Related-Party Transactions for the Year 2017;
8. Report on the Appointment of the Company’s 2017 Audit Firm;
9. Report on Amendments to the Company Charter.
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; however, Proposal No. 7, which involves related-party transactions, was subject to abstention by the related-party shareholders, and their voting rights were not included in the total number of valid voting rights.
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 provisions of the Company Law, the Rules of the Shareholders’ Meeting, the Detailed Rules on Online Voting, and other applicable laws, regulations, normative documents, as well as the Company’s Articles of Association, and that the results of the vote 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 provisions of the Company Law, the Rules for Shareholders’ Meetings, the Detailed Rules on Online Voting, and other applicable laws, regulations, normative documents, as well as the Company’s Articles of Association; that the qualifications of the attendees and the convener of the meeting are lawful and valid; and that the voting procedures and voting results of the meeting are lawful and valid.
(This page contains no substantive text; it is part of “Liaoning Huaxia Law Firm’s Opinion on Dalian Refrigeration Co., Ltd.’s 2016” Signature Page of the Legal Opinion on the Annual General Meeting
Liaoning Huaxia Law Firm (Seal) Handling Attorney (Signature):
Person in Charge (Signature): Bao Jingxin:
Jiang Hui: Liu Cuimei:
May 19, 2017
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