Liaoning Huaxia Law Firm

About Iceberg Hot and Cold Technology Joint-stock company

2024 First Extraordinary Session of the Year of the shareholders’ meeting

Legal Opinion

Liaohua Law Firm Document No. [2024] 012

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 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 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 appointed attorneys Bao Jingxin and Liu Cuimei to attend the Company’s First Extraordinary General Meeting of 2024, held on December 27, 2024. 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 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 December 11, 2024, 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 December 27, 2024; 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 procedures 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 comply 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 246,504,214 shares, or 29.24% of the company’s total voting shares. The attorneys of this firm verified the identification 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 498 shareholders cast valid votes through the online voting system at this shareholders’ meeting, holding a combined total of 5,332,628 shares, representing 0.63% of the company’s total outstanding shares with voting rights.

In summary, upon verification, a total of 503 shareholders and their proxies attended the Company’s current shareholders’ meeting, representing 251,896,842 shares, or 29.87% 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 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 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

At this shareholders’ meeting, the following proposals were reviewed and approved item by item:

1. Elect Ji Zhijian as a non-independent director on the Company’s 10th Board of Directors;

2. Elect Cai Liyong as a non-independent director on the Company’s 10th Board of Directors;

3. Elect Cai Xuwai as a non-independent director on the Company’s 10th Board of Directors;

4. Elect Ayumu Kinoshita as a non-independent director on the Company’s 10th Board of Directors;

5. Elect Shigeyuki Nishimoto as a non-independent director on the Company’s 10th Board of Directors;

6. Elect Song Wenbao as a non-independent director on the Company’s 10th Board of Directors;

7. Elect Dai Yuling as the shareholder representative supervisor on the Company’s 10th Supervisory Board;

8. Elect Li Sheng as the shareholder representative supervisor on the Company’s 10th Supervisory Board;

9. Elect Zhai Yunling as an independent director on the Company’s 10th Board of Directors;

10. Elect Liu Yuanyuan as an independent director on the Company’s 10th Board of Directors;

11. Elect Yao Hong as an independent director on the Company’s 10th Board of Directors.

All of the foregoing proposals were approved by a majority of the voting rights held by shareholders present at the meeting, as required by law. Notably, Proposals No. 9, No. 10, and No. 11 were voted on using the cumulative voting system.

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.

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 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.

(This page contains no substantive text; it is part of the “Liaoning Huaxia Law Firm’s Opinion on Bingshan Cold & Heat Technology Co., Ltd.”) Signature Page of the Legal Opinion on the First Extraordinary General Meeting of Shareholders in 2024

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

Person in Charge (Signature):                          

Bao Jingxin:               

Sun Xuefeng:

Liu Cuimei ：

               December 27, 2024