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Legal Opinion on the 2014 Annual General Meeting
Liaoning Huaxia Law Firm
Regarding Dalian Refrigeration Co., Ltd.
Legal Opinion on the 2014 Annual General Meeting
Liaohua Law Letter [2015] No. 011
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”), the Detailed Implementation Rules for Online Voting at General Meetings of Listed Companies of the Shenzhen Stock Exchange (hereinafter referred to as the “Online Voting Rules”), and other relevant laws, regulations, and normative documents, 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 2014 Annual General Meeting held on May 20, 2015. We have also issued a legal opinion on the legality of such matters as the convening and procedural compliance of this general meeting, the qualifications of persons attending the meeting, the qualifications of the convener, as well as the voting procedures and results of this general 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.
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 all 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
(1) This shareholders’ meeting was convened by the Company’s Board of Directors. The notice of the meeting was published on April 24, 2015, in the China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website, with the date of publication more than twenty days prior to the scheduled holding of the meeting. In the notice of the shareholders’ meeting, the Company provided clear instructions regarding the online voting system, the voting time, and the operational procedures.
(2) The on-site session of this shareholders’ meeting was chaired by the Chairman of the Company, and the time, venue, and matters to be considered at the meeting were consistent with those specified in the notice of the meeting.
The Company has provided a online voting platform for shareholders through the Shenzhen Stock Exchange trading system, with voting hours from 9:30 a.m. to 11:30 a.m. and from 1:00 p.m. to 3:00 p.m. on May 20, 2015. In addition, online voting via the Shenzhen Stock Exchange’s Internet Voting System will be available at any time between 3:00 p.m. on May 19, 2015, and 3:00 p.m. on May 20, 2015. The timing and methods for online voting are consistent with the contents of the meeting notice and announcement.
Upon verification, the attorneys of this firm are of the opinion that the procedures for convening and holding 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, normative documents, and the Company’s Articles of Association.
II. Qualifications of Attendees and the Convenor of This Shareholders’ Meeting
(1) Upon verification, the attendance of shareholders and their proxies at this shareholders’ meeting is as follows:
1. A total of 11 shareholders and their proxies attended the on-site meeting of this shareholders’ general meeting, representing 118,844,192 shares, or 33.00% of the company’s total voting 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, thereby confirming that the aforementioned shareholders and proxies are duly qualified to attend the shareholders’ general meeting.
2. According to the statistical results of online voting provided by Shenzhen Stock Exchange Information Network Co., Ltd., a total of 4 shareholders cast valid votes through the online voting system at this shareholders’ meeting, holding a combined total of 1,180,812 shares, representing 0.3279% of the company’s total outstanding shares with voting rights.
In summary, a total of 15 shareholders and their proxies attended the Company’s current shareholders’ meeting, representing 120,025,004 shares, or 33.33% of the Company’s total outstanding voting shares.
(2) In addition to the aforementioned shareholders and their proxies, the attendees at this shareholders’ meeting also include the company’s directors, supervisors, senior management personnel, and lawyers from this firm.
The attorneys of this firm are of the opinion that the qualifications of the aforementioned persons attending and observing this shareholders’ meeting comply with the provisions of the Company Law, the Rules for Shareholders’ Meetings, and the Articles of Association.
(3) 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
(1) Voting Procedure
1. Upon verification by the attorneys of this firm, the matters actually considered at this shareholders’ meeting are consistent with the proposals announced by the Company’s Board of Directors, and no amendments were made to the proposals during the course of the meeting, thereby complying with the relevant provisions of the Company Law, the Rules for Shareholders’ Meetings, and the Company Charter.
2. At the on-site meeting of this shareholders’ general meeting, shareholder representatives, supervisory board representatives, and attorneys from our firm were jointly appointed to conduct the vote-counting and vote-monitoring procedures. The vote-monitoring personnel then tallied the voting results, which were subsequently announced by the chair of the meeting at the venue. The announcement of the voting status and outcomes for each proposal was in full compliance with applicable laws, regulations, and the Articles of Association of the Company.
3. The online voting procedure for this shareholders’ meeting was established in accordance with the provisions of the Detailed Rules on Online Voting. The total number of voting rights exercised through online voting and the corresponding voting results were provided to the Company by Shenzhen Stock Exchange Information Network Co., Ltd., in compliance with applicable laws and regulations.
In summary, the attorneys of this firm are of the opinion that the voting procedures for this shareholders’ meeting comply with the relevant provisions of the Company Law, the Rules of the Shareholders’ Meeting, and the Articles of Association.
(II) Voting Results
At this shareholders’ meeting, the following proposals were reviewed item by item and approved by both written and online voting:
Annual Work Report of the Company’s Board of Directors for 2014;
2. The Company’s Supervisory Board’s 2014 Annual Work Report;
3. The Company’s 2014 Annual Financial Settlement Report;
4. Report on the Company’s 2014 Profit Distribution Plan;
5. The Company’s 2014 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 2015;
7. Report on the Company’s Estimated Routine Related-Party Transactions for the Year 2015;
8. Report on the Appointment of the Company’s 2015 Audit Firm;
9. Report on Amendments to the Company Charter;
10. Report on the Election of Independent Directors;
11. Report on the Company’s Relocation and Renovation Project Plan.
All of the foregoing proposals were approved by a majority of the voting shareholders present at the meeting, exceeding the statutory quorum. Notably, Proposal No. 7 involves related-party transactions; the related shareholders recused themselves from voting, and the shares they hold were not included in the calculation of the total number of valid votes.
Upon verification, 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, the Detailed Rules on Online Voting, and other applicable laws, regulations, normative documents, 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 the Company Law, the Rules for Shareholders’ Meetings, the Detailed Rules on Online Voting, and other applicable laws, regulations, normative documents, as well as the Company’s Articles of Association; that the qualifications of the attendees and the convener of the meeting 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: Bao Jingxin
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May 20, 2015
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