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Legal Opinion on the 2008 Annual General Meeting
Liaoning Huaxia Law Firm regarding
Dalian Refrigeration Co., Ltd.
Legal Opinion on the 2008 Annual General Meeting
Liaohua Law Stock Document No. [2009] 010
To: Dalian Refrigeration Co., Ltd.
In accordance with the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Rules for General Meetings of Listed Companies, 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 Ma Nan and Gan Haiwei to attend the Company’s 2008 Annual General Meeting held on May 20, 2009. We have also issued a legal opinion on the legality of such matters as the convening and procedural compliance of the meeting, the eligibility of attendees, the qualifications of the convener, and the voting procedures adopted at 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
This shareholders’ meeting was convened by the Company’s Board of Directors, and the notice of the meeting was published on April 24, 2009, in the China Securities Journal, the Securities Times, the Wenhui Daily, and the Cninfo website. The date of such publication was more than twenty days prior to the scheduled date of the meeting. On May 12, 2009, the Company issued a board resolution announcement in the China Securities Journal, the Securities Times, the Wenhui Daily, and on the Cninfo website, stating: “In accordance with a written letter received from Mr. Wang Huiquan, and in view of his personal reasons, he will no longer be proposed as a candidate for independent director for consideration at the Company’s 2008 Annual General Meeting.”
This shareholders’ meeting was chaired by the Chairman of the Board, and the time and venue of the meeting were consistent with those specified in the notice. With respect to proposals that were canceled for valid reasons after the notice was issued, the Board of Directors had announced such cancellations and provided the corresponding reasons no later than two business days prior to the meeting. Except for the aforementioned canceled proposals, all matters considered at the meeting were consistent with those set forth in the notice.
Upon review, the attorneys of this firm are of the opinion that the procedures for convening and holding the Company’s current shareholders’ meeting comply with applicable laws, regulations, and the provisions of the Company’s Articles of Association.
II. Qualifications of Attendees at This Shareholders’ Meeting and Qualifications of the Convenor
A total of 11 shareholders and their proxies attended today’s shareholders’ meeting, representing 116.80385 million shares (including 81.72625 million A-share voting rights and 35.0776 million B-share voting rights), which accounts for 33.37% of the company’s total share capital of 350.014975 million 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, and have confirmed 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 included certain directors, supervisors, senior management personnel of the Company, counsel from this firm, and other persons invited by the Board of Directors, all in compliance with 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
This shareholders’ meeting adopted a named voting procedure. The meeting reviewed and voted on each of the matters listed in the notice of the meeting (except for the withdrawn proposal), and adopted the following resolutions:
1. The Company’s Board of Directors’ 2008 Annual Work Report;
2. The 2008 Work Report of the Company’s Supervisory Board;
3. Regarding the Company’s 2008 Annual Financial Settlement Report;
4. Report on the Company’s 2008 Profit Distribution Plan;
5. Report on Amendments to the Company Charter;
6. Report on the Company’s Estimated Routine Related-Party Transactions for the Year 2009;
7. Report on the Appointment of the Company’s Auditor for the Year 2009;
8. Independent Directors’ 2008 Annual Performance Report;
9. Report on the Election of New Directors;
10. Report on the Election of New Supervisors.
All of the aforementioned resolutions were adopted by a majority of the voting rights held by shareholders and their proxies present at the meeting, exceeding the statutory quorum required for such resolutions, and the results of the vote were announced on the spot. The voting results are consistent with the resolutions passed at this general meeting. Notably, Proposal No. 6 concerns related-party transactions; the related shareholders recused themselves from voting, and their voting rights were not included in the total number of valid votes.
Upon review, the attorneys of this firm are of the opinion that the voting procedures for the Company’s current shareholders’ meeting comply with applicable laws, regulations, and the provisions of 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: Ma Nan
Gan Haiwei
May 20, 2009
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