Iceberg Cold & Heat Technology Co., Ltd.

Rules of Procedure for Board Meetings

  （ (To be reviewed and approved at the First Extraordinary General Meeting of Shareholders in 2025)

 

Article 1 Purpose

In order to further standardize the deliberation procedures and decision-making processes of the Board of Directors of Bingshan Cold & Heat Technology Co., Ltd. (hereinafter referred to as the “Company”), enhance the Board’s standardized operations and scientific decision-making, and in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”) and other relevant laws and regulations, as well as the pertinent provisions of the Articles of Association of Bingshan Cold & Heat Technology Co., Ltd. (hereinafter referred to as the “Articles of Association”), these Rules are hereby formulated.

Article 2 Powers and Functions of the Board of Directors

The Board of Directors shall exercise the following powers:

1. Responsible for convening the shareholders’ meeting and reporting on work to the shareholders’ meeting;

2. Implement the resolutions of the shareholders’ meeting;

3. To decide on the company’s business plans and investment proposals;

4. Formulate the company’s profit distribution plan and loss-compensation plan;

5. Formulate plans for the company to increase or reduce its registered capital, issue bonds or other securities, and list on a stock exchange;

6. Formulate plans for the Company’s major acquisitions, the repurchase of the Company’s own shares, or mergers, divisions, dissolution, and changes in the Company’s corporate form;

7. Within the scope of authorization granted by the Shareholders’ Meeting, to decide on matters such as the Company’s external investments, acquisition and disposal of assets, pledging of assets, external guarantees, entrusted wealth management, related-party transactions, and external donations;

8. To decide on the establishment of the company’s internal management bodies;

9. Upon nomination by the Chairman of the Board, to decide on the appointment or dismissal of the Company’s General Manager and the Secretary of the Board, and to determine matters relating to their remuneration as well as rewards and disciplinary actions; upon nomination by the General Manager, to decide on the appointment or dismissal of the Company’s Deputy General Managers, the Chief Financial Officer, and other senior management personnel, and to determine matters relating to their remuneration as well as rewards and disciplinary actions;

10. Formulate the company’s basic management systems;

11. Formulate a proposal for amending the company’s articles of association;

12. Manage the company’s information disclosure matters;

13. Propose to the Shareholders’ Meeting the appointment or replacement of the accounting firm responsible for auditing the Company;

14. Hear the company’s general manager’s work report and review the general manager’s performance;

15. Other powers and functions as prescribed by laws, administrative regulations, departmental rules, the company’s articles of association, or as delegated by the shareholders’ meeting.

The Company’s Board of Directors shall establish an Audit Committee and, as necessary, a Compensation and Performance Evaluation Committee. Each special committee shall be accountable to the Board of Directors and shall perform its duties in accordance with the Company’s Articles of Association and the authority delegated by the Board; any proposals submitted by such committees shall be referred to the Board for review and decision. All members of the special committees shall be directors; in both the Audit Committee and the Compensation and Performance Evaluation Committee, independent directors shall constitute a majority and serve as chairpersons, with the chairperson of the Audit Committee being an accounting professional. The Board of Directors shall be responsible for formulating the operating procedures for the special committees to standardize their operations.

Article 3 Board Meetings

Board meetings are classified as regular meetings and special meetings.

The Board of Directors shall hold at least two meetings each year.

Article 4 Proposals for Regular Meetings

Prior to issuing the notice convening a regular board meeting, the board secretary shall thoroughly solicit the views of all directors and, upon preliminary formulation of the meeting agenda items, submit them to the chairman for drafting.

Prior to drafting a proposal, the Chairman shall, as necessary, solicit the views of the President and other senior management personnel.

Article 5 Temporary Meetings

Shareholders representing more than one-tenth of the voting rights, more than one-third of the directors, or the audit committee may propose the convening of an extraordinary meeting of the board of directors. The chairman shall, within ten days of receiving such a proposal, convene and preside over the meeting.

A special meeting of the Board of Directors may, provided that directors are afforded sufficient opportunity to express their views, be conducted and resolutions passed by means of written (or electronic) voting, with such resolutions being signed by the directors in attendance.

Article 6 Procedures for Proposing a Special Meeting

Where a proposal to convene an extraordinary meeting of the Board of Directors is made in accordance with the preceding article, such proposal shall be submitted directly to the Chairman in writing, duly signed (or sealed) by the proposer. The written proposal shall set forth the following matters:

(1) The name or title of the proposer;

(2) The reasons for the proposal or the objective grounds on which the proposal is based;

(3) Propose the time or time limit, venue, and format for convening the meeting;

(4) Clear and specific proposals;

(5) The proposer’s contact information and the date of the proposal, among other details.

The content of the proposal shall fall within the scope of the Board’s powers as stipulated in the Company Charter, and all materials related to the proposal shall be submitted concurrently.

If the Chairperson deems that the content of a proposal is unclear or insufficiently specific, or that the supporting materials are inadequate, the Chairperson may request the proposer to revise or supplement the proposal.

Article 7 Convening and Chairing of Meetings

The board of directors’ meeting shall be convened and presided over by the chairman. If the chairman is unable to perform his or her duties, the vice chairman or another director authorized by the chairman shall preside over the meeting.

Article 8: Notice of Meeting

The board of directors shall give written notice to all directors ten days prior to the convening of a regular meeting. For an extraordinary meeting, written notice shall be given to all directors five days prior to the meeting.

Article 9: Contents of the Meeting Notice

A written meeting notice shall include at least the following:

(1) The date and venue of the meeting;

(2) Duration of the meeting;

(3) Reasons and agenda items;

(4) The date on which the notice was issued.

Article 10 Amendments to Meeting Notices

Following the issuance of the written notice for a regular board meeting, if it becomes necessary to change the time, venue, or other details of the meeting, or to add, amend, or withdraw any agenda items, a written notice of such changes shall be issued no later than three days before the originally scheduled date of the meeting, setting forth the reasons for the change, the relevant details of the new proposals, and any supporting materials. If less than three days’ notice is provided, the meeting date shall be postponed accordingly, or, with the consent of all directors in attendance, the meeting shall be held as scheduled.

Following the issuance of the notice for an ad hoc board meeting, any changes to the meeting’s time, venue, or other arrangements, as well as any additions, modifications, or cancellations to the agenda items, shall be made only with the prior approval of all directors attending the meeting and shall be duly recorded.

Article 11: Convening of Meetings

A board meeting shall be held only if more than half of the directors are present.

The general manager and the board secretary, if not concurrently serving as directors, shall attend board meetings. The chair of the meeting may, if deemed necessary, notify other relevant personnel to attend the board meeting.

Article 12: Personal Attendance and Proxy Attendance

A director who is unable to attend a meeting for any reason may, in writing, authorize another director to attend on their behalf. The power of attorney shall specify the name of the proxy, the matters to be handled by the proxy, the scope of the authorization, and the duration of the authorization, and shall be signed or sealed by the principal. A director attending the meeting on behalf of another shall exercise the director’s rights within the scope of the authorization.

The director acting on behalf of another shall submit a written power of attorney to the chair of the meeting and disclose at the meeting the fact that they are attending by proxy.

Article 13 Restrictions on Proxy Attendance

The entrusting and acceptance of mandates to attend board meetings shall adhere to the following principles:

(1) When deliberating matters involving related-party transactions, non-related directors may not authorize related directors to attend on their behalf; nor may related directors accept such authorization from non-related directors.

(2) Independent directors may not authorize non-independent directors to attend meetings on their behalf, nor may non-independent directors accept such authorization from independent directors.

(3) Directors shall not grant a general power of attorney to another director to attend meetings on their behalf without first stating their personal views on the proposal and their voting intention; nor shall any director accept such a general power of attorney or any proxy with unclear authorization.

(4) No director may accept mandates from more than two other directors, nor may a director authorize another director who has already accepted mandates from two other directors to attend on their behalf.

Article 14: Methods of Convening Meetings

In principle, board meetings shall be held in person. However, provided that directors are afforded full opportunity to express their views, and with the consent of the convener (chair) and the proposer, such meetings may also be conducted by means of video conferencing, telephone voting, facsimile transmission, or electronic mail. Furthermore, board meetings may be held in a hybrid format, combining in-person attendance with other remote methods.

Where the meeting is not held in person, the number of directors deemed to be present shall be determined based on directors who are visually present via video, directors who express their views during a teleconference, valid voting ballots actually received within the prescribed time limit by fax or email, or written confirmation letters submitted subsequently by directors attesting that they attended the meeting.

Article 15 Powers of the Board of Directors

All matters listed in Article 6.8 of Chapter VI of the Company Charter fall within the scope of the Board of Directors’ deliberations.

Where the Company engages in any trading or related-party transaction as stipulated in the Rules for the Listing of Stocks and such transactions meet the disclosure threshold, they shall be submitted to the Board of Directors for review; if they meet the threshold for review by the Shareholders’ Meeting, they shall be separately submitted to the Shareholders’ Meeting for deliberation and approval.

Article 16 Procedures for Deliberation at Meetings

The chair of the meeting shall invite the directors present at the board meeting to express their clear opinions on each proposal.

For proposals that, in accordance with the regulations, require prior approval by independent directors, the chair of the meeting shall, before deliberating such proposals, read out the written approval opinions reached by the independent directors.

If a director obstructs the proper conduct of the meeting or impedes other directors from speaking, the chairperson of the meeting shall promptly intervene.

Unless unanimously approved by all directors present, the board of directors shall not vote on any proposal that was not included in the notice of the meeting. A director who accepts another director’s proxy to attend a board meeting on their behalf may not, on behalf of that other director, vote on any proposal that was not included in the notice of the meeting.

Article 17: Expressing Opinions

Directors shall carefully review the relevant meeting materials and, on the basis of a thorough understanding of the matters at hand, express their opinions independently and prudently.

Directors may, prior to the meeting, obtain from the convener, the general manager, other senior management personnel, accounting firms, law firms, and other relevant individuals and institutions the information necessary for decision-making; they may also, during the course of the meeting, propose to the chair that representatives of the aforementioned individuals and institutions be invited to attend and provide explanations on relevant matters.

Article 18 Voting at Meetings

After each proposal has been thoroughly discussed, the chair shall, at an appropriate time, put it to a vote by the directors present.

The meeting shall adopt a one-person-one-vote voting system, conducted by a show of hands; voting by ballot may be used when necessary.

Directors’ voting intentions shall be categorized as “in favor,” “against,” or “abstain.” Each director present at the meeting shall select one of these options; if a director fails to make a selection or selects two or more options simultaneously, the chair of the meeting shall require the director to re-select. If the director refuses to make a selection, such failure shall be deemed an abstention; likewise, if a director leaves the meeting venue and does not return without having made a selection, such failure shall also be deemed an abstention.

Article 19: Counting of Voting Results

Upon completion of the voting by the directors in attendance, the relevant staff of the board of directors shall promptly collect and tabulate the voting results.

In the event that a meeting is held on-site, the chairperson shall announce the voting results at the meeting; in other circumstances, the chairperson shall require the company secretary to notify the directors of the voting results no later than the next business day following the expiration of the prescribed voting period.

Votes cast by directors after the chair of the meeting has announced the voting results or after the prescribed voting deadline has expired shall not be counted.

Article 20 Formation of Resolutions

For the Board of Directors to deliberate and approve a proposal at a meeting and adopt a corresponding resolution, more than half of the total number of directors must vote in favor of the proposal. Where laws, administrative regulations, or the company’s articles of association stipulate that the adoption of a resolution by the Board requires the approval of a greater number of directors, such provisions shall prevail.

Article 21: Recusal from Voting

Directors shall recuse themselves from voting on any relevant proposal in the following circumstances:

(1) The Rules for the Listing of Stocks stipulate the circumstances in which directors shall recuse themselves;

(2) Circumstances in which the director himself/herself deems recusal necessary;

(3) Other circumstances stipulated in the company’s articles of association under which a director must recuse himself/herself due to an affiliation with the enterprise involved in the proposal at the meeting.

Where a director recuses himself or herself from voting, the relevant board meeting may be held provided that a majority of directors who have no conflicting interests are present, and any resolution passed shall require the approval of a majority of such disinterested directors. If fewer than three disinterested directors are present at the meeting, no vote shall be taken on the relevant proposal, and the matter shall instead be submitted to the shareholders’ meeting for consideration.

Article 22: No Overstepping of Authority

The board of directors shall act strictly within the authority delegated by the shareholders’ meeting and the company’s articles of association and shall not exceed its authority in adopting resolutions.

Article 23 Handling of Proposals That Are Not Adopted

If a proposal is not approved, the board of directors shall not reconsider a proposal with identical content within one month, provided that no material changes have occurred in the relevant conditions and factors.

Article 24. Deferred Vote

If more than half of the directors present or two or more independent directors deem a proposal unclear or insufficiently specific, or if, for other reasons such as inadequate meeting materials, they are unable to form a judgment on the matter at hand, the chair of the meeting shall request that voting on the agenda item be postponed.

A director who proposes to defer the vote shall set forth clear requirements for the conditions that must be met before the proposal may be resubmitted for consideration.

Article 25 Minutes of Meetings

The secretary of the board of directors shall arrange for staff to take minutes of board meetings. The minutes shall include the following:

(1) The session number of the meeting, as well as the date, location, and name of the convener;

(2) The names of the directors in attendance and the names of any directors attending the board meeting by proxy (the proxy);

(3) Agenda of the Meeting;

(4) Key points of the directors’ remarks;

(5) The voting method and results for each resolution (the voting results shall specify the number of votes in favor, against, or abstentions).

Article 26 Signature of Directors

Directors attending the meeting shall sign and confirm the minutes of the meeting and the record of resolutions on behalf of themselves and the directors who have authorized them to attend the meeting on their behalf. If a director has dissenting views regarding the minutes or the record of resolutions, such views may be set forth in a written statement at the time of signing. Where necessary, the director shall promptly report the matter to the regulatory authorities and may also issue a public statement.

If a director neither signs and confirms in accordance with the preceding paragraph nor provides a written explanation of any dissenting views, nor reports such views to the regulatory authorities or makes a public statement, such director shall be deemed to have fully approved the contents of the meeting minutes and the record of resolutions.

Article 27 Announcement of Resolutions

Announcement of board resolutions shall be handled by the company secretary in accordance with the relevant provisions of the Rules for the Listing of Stocks. Prior to the disclosure of such announcements, all directors in attendance, as well as other attendees, record-keepers, and service personnel, are obligated to maintain the confidentiality of the contents of the resolutions.

Article 28 Implementation of Resolutions

The Chairman shall urge the relevant personnel to implement the resolutions of the Board of Directors, review the status of their implementation, and report on the execution of such resolutions at subsequent meetings of the Board of Directors.

Article 29 Preservation of Meeting Records

The Board of Directors’ meeting archives, including meeting notices and materials, powers of attorney for directors’ proxy attendance, minutes of meetings signed and confirmed by the attending directors, and records of resolutions, shall be maintained by the Company Secretary of the Board of Directors.

The retention period for board meeting records is ten years.

Article 30 Supplementary Provisions

These Rules shall be formulated by the Board of Directors and implemented upon approval by the Shareholders’ Meeting; the same shall apply to any amendments.

These Rules shall be interpreted by the Company’s Board of Directors.