Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.
Iceberg Cold & Heat Technology Co., Ltd.

Iceberg Hot and Cold

Harmonious Iceberg, Soaring Dreams


Legal Opinion on the First Extraordinary General Meeting of Shareholders in 2025

Liaoning Huaxia Law Firm

About Iceberg Hot and Cold Technology Joint-stock company

2025 year First Extraordinary Shareholders’ Meeting East big Yes, I can.

Legal Opinion

Liaohua Law Firm Document No. [2025] 008

To: Bingshan Cold & Heat Technology Co., Ltd.

In accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Rules for Shareholders’ Meetings of Listed Companies (hereinafter referred to as the “Shareholders’ Meeting Rules”), the Detailed Implementation Rules for Online Voting at Shareholders’ Meetings of Listed Companies of the Shenzhen Stock Exchange (hereinafter referred to as the “Online Voting Detailed Rules”), and other relevant laws and regulations, as well as the Articles of Association of Bingshan Cold & Heat Technology Co., Ltd. (hereinafter referred to as the “Articles of Association”), our firm has accepted the engagement of Bingshan Cold & Heat Technology Co., Ltd. (hereinafter referred to as the “Company”) and assigned attorneys Bao Jingxin and Liu Cuimei to attend the Company’s First Extraordinary Shareholders’ Meeting of 2025, held on September 4, 2025. We have also issued a legal opinion on the legality of such matters as the convening and procedural compliance of this shareholders’ meeting, the qualifications of persons attending 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.

In accordance with the industry-recognized standards of practice, ethical guidelines, 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. Based on such review, we hereby render the following legal opinion:

I. Procedures for Convening and Holding This Shareholders’ Meeting

(1) This shareholders’ meeting of the Company was convened by the Board of Directors. The notice of the meeting was published in the China Securities Journal and on the Cninfo website on August 14, 2025, more than fifteen days prior to the date of the meeting. In the notice of the shareholders’ meeting, the Company provided clear instructions regarding the online voting system, the voting period, 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 its shareholders. Specifically, online voting via the Shenzhen Stock Exchange trading system will be available from 9:15 a.m. to 9:25 a.m., from 9:30 a.m. to 11:30 a.m., and from 1:00 p.m. to 3:00 p.m. on September 4, 2025; online voting via the Shenzhen Stock Exchange’s Internet Voting System may be conducted at any time between 9:15 a.m. and 3:00 p.m. on the same day. The timing and methods for online voting are consistent with the contents of the meeting notice.

Upon verification, the attorneys of this firm are of the opinion that the procedures for convening and holding the Company’s current shareholders’ meeting are in compliance with the relevant laws and regulations, including the Company Law, the Securities Law, and the Rules of the Shareholders’ Meeting, as well as the provisions of 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 five shareholders and their proxies attended the on-site meeting of this shareholders’ general meeting, representing 246,564,214 shares, or 29.24% of the company’s total voting shares. The attorneys of this firm 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 were duly qualified to attend the shareholders’ general meeting.

2. According to the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd., a total of 463 shareholders cast valid votes through the online voting system at this shareholders’ meeting, holding a combined total of 6,995,126 shares, representing 0.83% of the company’s total outstanding shares with voting rights.

In summary, upon verification, a total of 468 shareholders and their proxies attended the Company’s current shareholders’ meeting, representing 253,559,340 shares, or 30.07% of the Company’s total outstanding voting shares.

(2) In addition to the aforementioned shareholders and their proxies, attendees at this shareholders’ meeting also included certain directors, supervisors, senior management personnel of the Company, and attorneys from our 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 of Procedure 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 of the Shareholders’ Meeting, and the Articles of Association.

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 announced by the chairperson of the meeting at the venue, thereby complying with the relevant laws, regulations, and the Articles of Association of the Company.

3. The online voting procedure for this shareholders’ meeting was designed in accordance with the provisions of the Detailed Rules on Online Voting, and the total number of voting rights exercised through online voting as well as the voting results were provided to the Company by Shenzhen Securities Information Co., Ltd., thereby complying 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

The deliberation and voting on the agenda items at this shareholders’ meeting are as follows:

1. Report on the Amendment of the Company Charter;

Approved: 251,352,347 shares, representing 99.13% of the total valid voting rights held by shareholders and shareholder representatives present at the meeting; opposed: 1,436,493 shares; abstained: 770,500 shares.

Voting Result: This proposal has been duly approved.

2. Report on the Amendment of the Rules of Procedure for the Shareholders’ Meeting;

Approved: 250,555,907 shares, representing 98.82% of the total valid voting rights held by shareholders and shareholder representatives present at the meeting; opposed: 2,224,333 shares; abstained: 779,100 shares.

Voting Result: This proposal has been duly approved.

3. Report on the Amendment of the Rules of Procedure for Board Meetings;

Approved: 250,571,307 shares, representing 98.82% of the total valid voting rights held by shareholders and shareholder representatives present at the meeting; opposed: 2,210,233 shares; abstained: 777,800 shares.

Voting Result: This proposal has been duly approved.

4. Report on the Amendment of the Detailed Rules for Implementing the Cumulative Voting System.

Approved: 250,577,507 shares, representing 98.82% of the total valid voting rights held by shareholders and shareholder representatives present at the meeting; opposed: 2,208,433 shares; abstained: 773,400 shares.

Voting Result: This proposal has been duly approved.

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 of the Shareholders’ Meeting, 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 voting results are lawful and valid.

IV. Concluding Remarks

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 of the Shareholders’ Meeting, 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.


(This page contains no substantive text; it is the signature page for the “Legal Opinion of Liaoning Huaxia Law Firm on the First Extraordinary Shareholders’ Meeting of Bingshan Cold & Heat Technology Co., Ltd. for 2025.”)

 

 

 

 

Liaoning Huaxia Law Firm (Seal) Handling Attorney (Signature):

 

 

Person in Charge (Signature):

Bao Jingxin:

Sun Xuefeng:

Liu Cuimei:

 

                                  

 

                                      

September 4, 2025

 

 

 

 

 

 

 

 

 

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