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Legal Opinion on the Second Extraordinary General Meeting of Shareholders in 2009
Liaoning Huaxia Law Firm regarding
Dalian Refrigeration Co., Ltd.
Legal Opinion on the Second Extraordinary General Meeting of Shareholders in 2009
Liaohua Law Firm Document No. [2009] 016
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, our firm has accepted the engagement of Dalian Refrigeration Co., Ltd. (hereinafter referred to as the “Company”) and assigned attorneys Bao Jingxin and Ma Nan to attend the Company’s Second Extraordinary General Meeting of 2009, held on July 27, 2009. In connection with this meeting, we have issued a legal opinion on the legality of such matters as the convening and procedural requirements 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 July 9, 2009, in the China Securities Journal, the Wenhui Daily, and on the website of the Shenzhen Stock Exchange. 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 Company’s Chairman, and the time, venue, and matters to be considered at the meeting were consistent with the notice of the meeting.
Upon review, 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 Securities Law, the Rules on Shareholders’ Meetings, and other relevant laws, regulations, and 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 112,014,515 shares with voting rights (including 76,931,635 A-shares and 35,082,880 B-shares), representing 32.00% 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 shareholders and their proxies in attendance, thereby confirming that the aforementioned shareholders and proxies were 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, reviewed and voted on each item listed in the notice of the meeting, and adopted the following resolutions:
1. Elect Wang Huiquan as an independent director on the Company’s Fifth Board of Directors;
2. Elect Xing Cai-tian as an independent director on the Company’s Fifth Board of Directors.
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 aforementioned voting results 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 voting results are lawful and valid. In summary, the attorneys of this firm are of the opinion that the convening and holding of the Company’s current shareholders’ meeting comply with the requirements of applicable laws and regulations and the Company’s Articles of Association; that the qualifications of the attendees and the convener are lawful and valid; and that 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
Bao Jingxin
July 27, 2009
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