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Legal Opinion on the First Extraordinary General Meeting of Shareholders in 2014
Liaoning Huaxia Law Firm regarding
Dalian Refrigeration Co., Ltd.
of the First Extraordinary General Meeting of 2014
Legal Opinion
Liaohua Law Letter [2014] No. 006
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”), 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 Wang Zhongqi to attend the Company’s First Extraordinary General Meeting of 2014 held on March 27, 2014. 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.
In accordance with the industry-recognized standards of practice, ethical norms, and the duty of due diligence expected of lawyers, the attorneys of this firm have reviewed and verified all documents, materials, and testimonies provided by the Company that are relevant to the issuance of this legal opinion. Based on such review and verification, we hereby render the following legal opinion:
I. Procedures for Convening and Holding This Shareholders’ Meeting
This shareholders’ meeting of the Company was convened by the Board of Directors. The notice of the meeting was published on March 11, 2014, in the China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website, with the date of publication more than fifteen days prior to the scheduled date of the meeting.
This shareholders’ meeting was chaired by Mr. Liu Kai, a director of the Company, and the time, venue, and agenda items were consistent with those specified in the notice of the meeting.
Upon review, the attorneys of this firm are of the opinion that the procedures for convening and holding the Company’s current shareholders’ meeting are in compliance with the Company Law, the Securities Law, the Rules on Shareholders’ Meetings, and other applicable laws, regulations, and the provisions of the Company’s Articles of Association.
II. Qualifications of Attendees and the Convenor of This Shareholders’ Meeting
A total of six shareholders and their proxies attended the meeting, holding 114,555,207 shares with voting rights (including 76,869,723 A shares and 37,685,484 B shares), representing 32.73% of the company’s total share capital of 350,014,975 shares. The firm’s attorneys 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 attending shareholders and their proxies, thereby confirming that the aforementioned shareholders and proxies were duly qualified to attend this shareholders’ meeting.
With the exception of the aforementioned shareholders and their proxies, the other attendees at the meeting were the company’s directors, supervisors, senior management personnel, and lawyers from this firm, all in compliance with the provisions of the Company Law, the Securities Law, the Rules for Shareholders’ Meetings, and other applicable laws, regulations, and the Company Charter.
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
This shareholders’ meeting adopted a named voting procedure, deliberated and voted on the matters listed in the notice of the meeting, and approved the following items:
1. “Election of Ji Zhijian as a Director of the Company”;
2. “Election of Xu Junrao as a Director of the Company”;
3. “Electing Kobayashi Noriaki as a Director of the Company”;
4. “Election of Tadatoshi Kijima as a Director of the Company.”
The foregoing proposals were unanimously approved by the voting rights held by the shareholders and their proxies present at the meeting. In accordance with applicable laws, regulations, and the Company’s Articles of Association, the results of the vote are lawful and valid.
Upon review, 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 Securities Law, the Rules on Shareholders’ Meetings, and other applicable laws and regulations, 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 applicable laws, regulations, and the Company’s Articles of Association; the qualifications of the persons attending the meeting and of the convener are lawful and valid; and 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
Wang Zhongqi
March 27, 2014
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