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Legal Opinion on the First Extraordinary General Meeting of Shareholders in 2016
Liaoning Huaxia Law Firm
Regarding Dalian Refrigeration Co., Ltd.
of the First Extraordinary General Meeting of 2016
Legal Opinion
Liaohua Law Letter [2016] No. 001
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 Ma Nan to attend the Company’s First Extraordinary General Meeting of 2016, held on January 21, 2016. 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 January 5, 2016, in the Securities Times, the Hong Kong Commercial Daily, and the Cninfo website, with the date of publication more than fifteen 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 online voting scheduled from 9:30 a.m. to 11:30 a.m. and from 1:00 p.m. to 3:00 p.m. on January 21, 2016. Online voting via the Shenzhen Stock Exchange’s Internet Voting System may be conducted at any time between 3:00 p.m. on January 20, 2016, and 3:00 p.m. on January 21, 2016. The timing and methods of online voting are consistent with the contents of the meeting notice announcement.
Upon verification, 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 Securities Law, the Rules on Shareholders’ Meetings, and other relevant laws, 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 117,982,171 shares, or 32.76% 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 8 shareholders cast valid votes through the online voting system at this shareholders’ meeting, holding a combined total of 251,200 shares, representing 0.07% of the company’s total outstanding shares with voting rights.
In summary, a total of 19 shareholders and their proxies attended the Company’s current shareholders’ meeting, representing 118,233,371 shares, or 32.83% 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 firm’s attorneys, 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 Articles of Association.
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 announced by the chairperson of the meeting at the venue, including the voting status and outcomes for each proposal, 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, and the total number of voting rights exercised through online voting as well as the voting results were provided to the Company by Shenzhen Stock Exchange Information Network Co., Ltd., thereby complying 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
The present shareholders’ meeting reviewed and approved the following proposals:
Report on the Election of New Directors;
1.1 Elect Ji Zhijian as a director of the company;
1.2 Elect Liu Kai as a director of the company;
1.3 Elect Xu Junrao as a director of the company;
1.4 Elect Ding Jie as a director of the company;
1.5 Elect Noboru Kudo as a director of the company;
1.6 Elect Tadatoshi Kijima as a director of the company;
1.7 Elect Dai Dashuang as an independent director of the company;
1.8 Elect Liu Jiwei as an independent director of the company;
1.9 Elect Wang Yan as an independent director of the company;
Report on the Election of New Supervisors;
2.1 Elect Mao Chunhua as the company’s supervisor;
2.2 Elect Dai Yuling as the company’s supervisor;
3. Report on the Actual Amount of the Company’s 2015 Routine Related-Party Transactions Exceeding the Total Estimated Amount.
Among them, Proposal No. 3 involves related-party transactions, and the related shareholders recused themselves from voting. The voting rights held by these shareholders were not included in the total number of valid votes.
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.
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.
Liaoning Huaxia Law Firm
Person in Charge: Jiang Hui
Handling Attorney: Bao Jingxin
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January 21, 2016
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