Welcome to the website of Dalian BingShan Group Co., Ltd.!

搜索历史清除全部记录

最多显示8条历史搜索记录噢~

All

All
Product Management
News and Information
Introduction Content
Enterprise outlets
Frequently Asked Questions
Corporate Video
Corporate Brochure

Iceberg Cold & Heat Technology Co., Ltd.

Iceberg Hot and Cold

Harmonious Iceberg, Soaring Dreams

Iceberg Hot and Cold

News Center

NEWS CENTER

Legal Opinion on the First Extraordinary General Meeting of Shareholders in 2013

Liaoning Huaxia Law Firm regarding

Dalian Refrigeration Co., Ltd.

of the First Extraordinary General Meeting of 2013

Legal Opinion

Liaohua Law Opinion No. [2013] 007

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 First Extraordinary General Meeting of 2013, held on February 5, 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 entitled to attend 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, materials, and testimonies 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 January 19, 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 11 shareholders and their proxies attended the meeting, holding aggregate voting rights representing 113,804,936 shares (of which 76,933,588 were A shares and 36,871,348 were B shares), accounting for 32.51% of the company’s total share capital of 350,014,975 shares. The firm’s counsel 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 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, reviewed and voted on each item listed in the notice of the meeting, and adopted the following resolutions:

1. The directors of the Company’s Sixth Board of Directors were elected.

(1) Elect Xiao Yongqin as a director of the company;

(2) Elect Wang Jian as a director of the company;

(3) Elect Liu Kai as a director of the company;

(4) Elect Wang Zhiqiang as a director of the company;

(5) Elect Rong Yan as a director of the company;

(6) Elect Hideo Nagasawa as a director of the company;

(7) Elect Wang Huiquan as an independent director of the company;

(8) Elect Xing Tiancai as an independent director of the company;

(9) Elect Liu Caiping as an independent director of the company.

2. The sixth session of the Company’s Supervisory Board was elected, with supervisors appointed from among the shareholders’ representatives.

(1) Elect Mao Chunhua as the company’s supervisor;

(2) Elect Jack Ma as the company’s supervisor.

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.