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Legal Opinion on the 2013 Annual General Meeting
Liaoning Huaxia Law Firm Regarding
Dalian Refrigeration Co., Ltd.
Legal Opinion on the 2013 Annual General Meeting
Liaohua Law Opinion No. [2014] 013
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 Hou Jinhui to attend the Company’s 2013 Annual General Meeting held on May 20, 2014. 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 set forth 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 the documents and materials provided by the Company that are relevant to the issuance of this legal opinion. The legal opinion is hereby rendered as follows:
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 April 24, 2014, in the China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website. The date of such publication was more than twenty 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 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 10 shareholders and their proxies attended today’s shareholders’ meeting, representing 116,875,836 shares (including 79,232,074 A-shares with voting rights and 37,643,762 B-shares with voting rights), which accounts for 33.40% of the company’s total share capital of 350,014,975 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.
With the exception of 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 individuals invited by the Board of Directors, all in compliance with applicable laws, regulations, and the Articles of Association of the Company.
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 item listed in the notice, and the following resolutions were adopted:
1. Report on the Work of the Company’s Board of Directors for the Year 2013;
2. Report on the Work of the Company’s Supervisory Board for the Year 2013;
3. The Company’s 2013 Annual Financial Settlement Report;
4. Report on the Company’s 2013 Profit Distribution Plan;
5. The Company’s 2013 Annual Report;
6. Report on Authorizing the Company’s Chairman and Management Team to Apply for Bank Credit Lines and Loan Limits for the Year 2014;
7. Report on the Company’s Estimated Routine Related-Party Transactions for the Year 2014;
8. Report on the Appointment of the Company’s 2014 Audit Firm;
9. Report on Amendments to the Company Charter;
10. Report on Raising the Allowance Standards for Independent Directors.
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. 7 concerns related-party transactions; the relevant affiliated 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 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 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 attendees and the convener of the meeting 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, Male
Hou Jinhui
May 20, 2014
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