Liaoning Huaxia law firm
About Bingshan Refrigeration & Heat Transfer Technologies Co.Ltd(000530)
Of the first extraordinary general meeting of shareholders in 2002
Legal opinion
Lhljz [2022] No. 001 to: Bingshan Refrigeration & Heat Transfer Technologies Co.Ltd(000530)
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”) and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) According to the implementation rules for online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the “rules for online voting”) and other relevant laws and regulations and the articles of association of Bingshan Refrigeration & Heat Transfer Technologies Co.Ltd(000530) (hereinafter referred to as the “articles of association”), the exchange accepts the entrustment of Bingshan Refrigeration & Heat Transfer Technologies Co.Ltd(000530) (hereinafter referred to as the “company”) and appoints lawyers Bao Jingxin Liu Cuimei attended the company’s first extraordinary general meeting of shareholders in 2022 held on January 12, 2022, and issued a legal opinion on the legitimacy of important matters such as the convening and convening procedures of the company’s general meeting of shareholders, the qualifications of personnel attending the general meeting of shareholders, the qualifications of the convener of the meeting, the voting procedures and voting results of the general meeting of shareholders.
The lawyer of the firm agrees that the company will announce this legal opinion as the legal document of the company’s general meeting of shareholders, and bear legal responsibility for its legal opinion according to law.
Our lawyers have reviewed and verified all documents and materials related to the issuance of this legal opinion provided by the company in accordance with the business standards, ethics and diligence recognized by the lawyer industry. The legal opinions are as follows:
1、 Convening and convening procedures of the general meeting of shareholders
(I) the shareholders’ meeting of the company was convened by the board of directors of the company. The notice of the meeting was published on China Securities Journal, Hong Kong business daily and cninfo website on December 24, 2021. The publication date of the announcement has been more than 15 days from the date of the shareholders’ meeting. In the notice and announcement of the general meeting of shareholders, the company made a clear description of the online voting system, time and operation process.
The matters discussed in the meeting are consistent with the notice of the meeting.
The company provides shareholders with an online voting platform. Among them, the time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 p.m. and 1:00-3:00 p.m. on January 12, 2022; The specific time for online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 3:00 p.m. on January 12, 2022. The time and method of online voting are consistent with the contents of the meeting notice.
After verification, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders comply with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and other relevant laws and regulations and the articles of association.
2、 Qualifications of the attendees and conveners of the general meeting of shareholders
(I) after verification, the shareholders and shareholders’ agents attending the shareholders’ meeting are as follows: 1. Seven shareholders and shareholders’ agents attended the on-site meeting of the company’s shareholders’ meeting, representing 246662064 shares, accounting for 29.25% of the total voting shares of the company. Our lawyer has verified the identity certificates, shareholding certificates, power of attorney, the company’s register of shareholders and other relevant certificates and materials of the shareholders and their agents attending the meeting, and confirmed that the above shareholders and their agents are qualified to attend the general meeting of shareholders.
2. According to the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd., 10 shareholders voted effectively through the online voting system at the shareholders’ meeting, holding 1002700 shares of the company, accounting for 0.12% of the total voting shares of the company.
To sum up, after verification, 17 shareholders and shareholder agents attended the general meeting of the company, with 247664764 representative shares, accounting for 29.37% of the total voting shares of the company.
(II) in addition to the above shareholders and shareholders’ agents, some directors, supervisors, senior managers and lawyers of the company attended the general meeting of shareholders.
The lawyers of the firm believe that the qualifications of the above personnel attending and attending the general meeting of shareholders as nonvoting delegates meet the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
(III) the general meeting of shareholders is convened by the board of directors of the company, and the qualification of the convener of the meeting is legal and valid.
3、 Voting procedures and results of the general meeting of shareholders
1. After verification by the lawyers of the firm, the matters actually deliberated at the general meeting of shareholders are consistent with the proposals announced by the board of directors of the company, and there is no amendment to the proposals during the deliberation of the meeting, which is in line with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
2. At the on-site meeting of the general meeting of shareholders, shareholders’ representatives, supervisors’ representatives and lawyers of the firm jointly participated in the vote counting and scrutinizing of the meeting, and the scrutineers counted the voting results. The chairman of the general meeting of shareholders announced the voting situation and voting results of each proposal at the meeting, which was in line with the provisions of relevant laws, regulations and the articles of association.
3. The online voting of this general meeting of shareholders is set up in accordance with the provisions of the online voting rules. The total number of voting rights and voting results participating in the online voting are provided to the company by Shenzhen Securities Information Co., Ltd. and comply with the provisions of relevant laws and regulations.
In conclusion, our lawyers believe that the voting procedures of the general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
(II) voting results
The shareholders’ meeting deliberated and voted on the following proposals one by one:
1. Elect Ji Zhijian as a non independent director of the ninth board of directors of the company;
2. The election model is the non independent director of the ninth board of directors of the company;
3. Elect Yin Xide as a non independent director of the ninth board of directors of the company;
4. Elect song Wenbao as a non independent director of the ninth board of directors of the company;
5. Elect Tang Yemao as a non independent director of the ninth board of directors of the company;
6. Elect Xiben Chongzhi as a non independent director of the ninth board of directors of the company;
7. Elect Zhai Yunling as an independent director of the ninth board of directors of the company;
8. Elect Liu Yuanyuan as an independent director of the ninth board of directors of the company;
9. Elect Yao Hong as an independent director of the ninth board of directors of the company;
10. Elect Dai Yuling as the shareholder representative supervisor of the ninth board of supervisors of the company;
11. Elect Li Sheng as the shareholder representative supervisor of the ninth board of supervisors of the company.
The above proposals have been adopted by the shareholders attending the meeting with more than the legal amount of voting rights.
After verification, our lawyers believe that the voting procedures of the company’s general meeting of shareholders comply with the provisions of laws, regulations, normative documents such as company law, securities law, rules for general meeting of shareholders, online voting rules and the articles of association, and the voting results are legal and effective.
4、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders comply with the provisions of the company law, rules for general meeting of shareholders, online voting rules and other laws, regulations, normative documents and the articles of Association; The qualifications of attendees and conveners of the general meeting of shareholders are legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
(there is no text on this page, which is the signature page of the legal opinion of Liaoning Huaxia law firm on the first extraordinary general meeting of shareholders in Bingshan Refrigeration & Heat Transfer Technologies Co.Ltd(000530) 2022)
Liaoning Huaxia law firm (seal) handling lawyer (signature):
Person in charge (signature): Bao Jingxin
Jiang Hui: Liu Cuimei:
January 12, 2002
