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Legal Opinion on the Second Extraordinary General Meeting of Shareholders in 2013
Liaoning Huaxia Law Firm regarding
Dalian Refrigeration Co., Ltd.
of the Second Extraordinary General Meeting of Shareholders in 2013
Legal Opinion
Liaohua Law Letter [2013] No. 025
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 appointed Attorneys Bao Jingxin and Ma Nan to attend the Company’s Second Extraordinary General Meeting of 2013, held on December 30, 2013. 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 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
This shareholders’ meeting of the Company was convened by the Board of Directors, and the notice of the meeting was published on December 13, 2013, in the China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website. The date of such publication was more than fifteen days prior to the scheduled date of the meeting.
This shareholders’ meeting was chaired by the Chairman of the Board, and the time, venue, and agenda items were consistent with 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 114,701,136 shares with voting rights (including 78,418,474 A shares and 36,282,662 B shares), representing 32.77% of the company’s total share capital of 350,014,975 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 their proxies in attendance, thereby confirming that the aforementioned shareholders and proxies are duly qualified to attend this shareholders’ meeting.
Except for the aforementioned shareholders and their proxies, the other attendees at the meeting were the Company’s directors, supervisors, senior management personnel, and the firm’s attorneys, all of whom complied with the provisions of the Company Law, the Securities Law, the Rules on 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 for This Shareholders’ Meeting
This shareholders’ meeting adopted a named voting procedure and reviewed and approved the “Report on the Retention of the Company’s 2013 Audit Firm.”
The foregoing proposals were approved by a majority of the voting rights held by shareholders and their proxies present at the meeting, exceeding the statutory quorum. 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
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December 30, 2013
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