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Legal Opinion on the Second Extraordinary General Meeting of Shareholders in 2015
Liaoning Huaxia Law Firm regarding
Dalian Refrigeration Co., Ltd. 2015
Legal Opinion on the Second Extraordinary General Meeting
Liaohua Law Letter [2015] No. 020
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 Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”), the Rules for General Meetings of Listed Companies (hereinafter referred to as the “General Meeting Rules”), the Detailed 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, as well as the Articles of Association of Dalian Refrigeration Co., Ltd. (hereinafter referred to as the “Articles of Association”), our firm has accepted the engagement of Dalian Refrigeration Co., Ltd. (hereinafter referred to as the “Company”) and assigned attorneys Bao Jingxin and Liu Cuimei to attend the Company’s Second Extraordinary General Meeting of 2015, held on June 24, 2015. We have 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 rules, and the duty of due diligence, have reviewed and verified the 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) Meeting Notice
The notice of this shareholders’ meeting was published on June 5, 2015, in the China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website, more than fifteen days prior to the originally scheduled date of the meeting, June 24, 2015.
Given that the Company’s current shareholders’ meeting will be conducted through a combination of on-site voting and online voting, the Company has provided clear instructions on the online voting procedure in the notice of the shareholders’ meeting.
(2) This shareholders’ meeting was convened by the Board of Directors, with the Chairman presiding over the in-person session. The time, venue, and matters to be considered at the meeting were consistent with the notice of the meeting. The Company provided an online voting platform for shareholders through the Shenzhen Stock Exchange trading system and the Shenzhen Stock Exchange Internet Voting System, and the timing and methods of online voting were in accordance with the contents of the announcement.
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, the Detailed Rules on Online Voting, and other relevant laws, regulations, normative documents, as well as the Company’s Articles of Association.
II. Qualifications of Attendees at This Shareholders’ Meeting and Qualifications of the Convenor
A total of 10 shareholders and their proxies attended the in-person session of this shareholders’ meeting, representing 117,730,558 shares, or 32.69% of the company’s total outstanding shares. The attorneys of this firm verified the identification documents, shareholding certificates, power of attorney letters, the company’s register of shareholders, and other relevant documents and materials submitted by the shareholders and proxies attending the in-person session, and confirmed that the aforementioned shareholders and proxies were duly qualified to attend this shareholders’ meeting.
According to the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd., a total of 10 shareholders cast valid votes through the online voting system at this shareholders’ meeting, holding a combined total of 453,100 shares, representing 0.13% of the company’s total outstanding shares.
Accordingly, a total of 20 shareholders and their proxies attended the voting at this shareholders’ meeting (including those who voted via the online platform), holding 118,183,658 shares, which represents 32.81% of the company’s total outstanding shares. All of the aforementioned shareholders were registered as shareholders of the company with the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited as of the close of trading on June 16, 2015.
With the exception of the aforementioned shareholders and their proxies, the other attendees at the meeting included certain directors, supervisors, senior management personnel of the Company, other persons invited by the Board of Directors, and the attorneys representing this firm, all of whom complied with the provisions of the Company Law, the Rules for Shareholders’ Meetings, and other applicable laws, regulations, and the Company’s Articles of Association.
This shareholders’ meeting was convened by the Company’s Board of Directors, and the convener’s qualifications are lawful and valid.
III. Voting Procedures and Results of This Shareholders’ Meeting
(1) Voting Procedure
This shareholders’ meeting adopted a combined voting method of on-site voting and online voting to deliberate and vote on each item listed in the notice of the meeting.
The on-site voting on the matters considered at this shareholders’ meeting was supervised by shareholder representatives, supervisors, and the firm’s attorneys, with the voting results tallied by the supervisors in accordance with applicable laws, regulations, and the Articles of Association.
The online voting procedure for this shareholders’ meeting was designed 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 Securities Information Co., Ltd., thereby complying with applicable laws and regulations.
The final voting results of this shareholders’ meeting were determined by consolidating and tabulating the data from both on-site voting and online voting, and the results were announced at the meeting.
(2) Voting Results
At this shareholders’ meeting, the six proposals listed in the notice of the meeting were deliberated and approved item by item:
1. Proposal on the Company’s Compliance with the Conditions for a Non-public Issuance of A-shares;
2. Proposal on the Company’s Non-public Issuance of A Shares;
2.1 Issuance Method;
2.2 The type and par value of the shares to be issued in this offering;
2.3 The number of shares to be issued in this offering;
2.4 Issuance Targets;
2.5 Subscription Method;
2.6 Place of Listing;
2.7 The price of the shares to be issued and the pricing principles;
2.8 Lock-up period for the issuance of shares;
2.9 Use of Proceeds;
2.10 Plan for the disposition of retained earnings accumulated prior to this issuance;
2.11 Term of the Resolution;
3. Proposal on the Preliminary Plan for the Non-public Issuance of A Shares by Dalian Refrigeration Co., Ltd.;
4. Proposal on the Feasibility Study Report on the Use of Funds Raised from the Non-public Issuance of A Shares by Dalian Refrigeration Co., Ltd.;
5. Proposal to submit to the Shareholders’ Meeting for authorization of the Board of Directors to handle, on a fully discretionary basis, all specific matters related to this non-public issuance of A-shares;
6. Proposal on the “Shareholder Return Plan of Dalian Refrigeration Co., Ltd. for the Next Three Years (2015–2017).”
All of the foregoing proposals were approved by a majority of the voting rights held by shareholders present at the meeting, exceeding the statutory quorum.
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, and other relevant laws, regulations, and the Company Charter; that the voting results are lawful and valid; and that the resolutions passed at the meeting are consistent with the voting results.
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 the signature page for the Legal Opinion on the Second Extraordinary Shareholders’ Meeting of Dalian Refrigeration Co., Ltd. for 2015.)
Liaoning Huaxia Law Firm (Seal) Handling Attorney (Signature):
Person in Charge (Signature): Bao Jingxin:
Jiang Hui: Liu Cuimei:
June 24, 2015
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