Liaoning Huaxia law firm
About Bingshan Refrigeration & Heat Transfer Technologies Co.Ltd(000530)
Of the annual general meeting of shareholders in 2021
Legal opinion
LZ No. [202l] 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"), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders"), the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the "detailed rules for online voting") and other relevant laws In accordance with the regulations and the Bingshan Refrigeration & Heat Transfer Technologies Co.Ltd(000530) articles of Association (hereinafter referred to as the "articles of association"), the exchange accepted the entrustment of Bingshan Refrigeration & Heat Transfer Technologies Co.Ltd(000530) (hereinafter referred to as the "company") and appointed lawyers Bao Jingxin and Liu Cuimei to attend the 2021 annual general meeting of the company held on May 18, 2022, and discussed the convening and convening procedures of the general meeting of the company, the qualifications of the personnel attending the general meeting Issue legal opinions on the qualification of the convener of the meeting and the legitimacy of the voting procedures, voting results and other important matters of the general meeting of shareholders.
Our lawyers agree 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 examined 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, and now issue the following legal opinions:
1、 Convening and convening procedures of this 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 April 23, 2022. The publication date of the announcement has been more than 20 days from the date of the shareholders' meeting. The company made a clear description of the online voting system, time and operation process in the notice and announcement of the general meeting of shareholders.
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 May 18, 2022; The specific time of 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 May 18, 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 general meeting of shareholders of the company 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 their agents attending the general meeting of shareholders are as follows:
1. A total of 7 shareholders and their agents attended the on-site meeting of the company's general meeting of shareholders, representing 246576984 shares, accounting for 29.24% of the total voting shares of the company. The lawyer of the firm verified the identity certificate, shareholding certificate, power of attorney, 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., 49 shareholders voted effectively through the online voting system at the shareholders' meeting, holding 4254211 shares of the company, accounting for 0.50% of the total voting shares of the company.
To sum up, after verification, 56 shareholders and shareholders' agents attended the general meeting of shareholders of the company, with 250831195 representative shares, accounting for 29.74% 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 also attended the general meeting of shareholders.
The lawyers of the firm believe that the qualifications of the above-mentioned personnel attending and attending the general meeting of shareholders 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 this general meeting of shareholders
1. After verification by the lawyers of the firm, the matters actually considered 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 scrutineer counted the voting results. The chairman of the general meeting of shareholders announced the voting situation and voting results of each proposal on the site of 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. 2021 annual work report of the board of directors of the company;
2. 2021 annual work report of the board of supervisors of the company;
3. The company's 2021 annual financial statement report;
4. 2021 annual profit distribution plan report of the company;
5. Annual report of the company in 2021;
6. Report on Authorizing the chairman and management of the company to apply for bank credit line and loan line in 2022;
7. Report on the forecast of the company's daily connected transactions in 2022;
7.01 daily related party transactions with the company's shareholder Dalian Bingshan Group Co., Ltd. and its holding subsidiaries are expected to occur in 2022;
The daily transaction between the controlling shareholder of Sanyo Electric Co., Ltd. and the subsidiary of Sanyo Electric Co., Ltd. is expected to occur in 202202;
7.03 daily related party transactions with other related parties of the company in 2022;
8. Report on employing the company's audit institution in 2022;
9. Report on Amending the articles of Association;
10. Report on Amending the rules of procedure of the general meeting of shareholders;
11. Report on Amending the rules of procedure of the board of directors;
12. Report on Amending the rules of procedure of the board of supervisors.
The above proposals have been adopted by the shareholders attending the meeting with more than the legal amount of voting rights. Among them, the seventh proposal involves related party transactions, and the related shareholders avoided voting, and their voting rights are not included in the total number of effective voting rights of the proposal. In addition, proposals 9 to 12 were adopted by more than two-thirds of the voting rights held by the shareholders attending the meeting.
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 the company law, the securities law, the rules of the general meeting of shareholders, the 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, rules for online voting and other laws, regulations, normative documents and the articles of Association; The qualifications of attendees and conveners of this 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 legal opinion of Liaoning Huaxia law firm on Bingshan Refrigeration & Heat Transfer Technologies Co.Ltd(000530) 2021 annual general meeting of shareholders)
Liaoning Huaxia law firm (seal) handling lawyer (signature):
Person in charge (signature): Bao Jingxin
Jiang Hui: Liu Cuimei:
May 18, 2002
