Securities Code: 000530; 200530 Security Abbreviation: Bingshan Cold & Heat; Bingshan B Announcement No.: 202 3-005

Iceberg Cold & Heat Technology Co., Ltd.

Announcement of Resolutions Adopted at the 13th Meeting of the 9th Board of Directors

I. Status of Board Meetings

1. Notice of this Board of Directors meeting was served in writing on April 12, 2023.

2. This board meeting was held on April 25, 2023, in a hybrid format combining in-person and video conferencing.

3. Nine directors were required to vote, and all nine directors actually voted.

4. This board meeting was chaired by Mr. Ji Zhijian, Chairman of the Company.

5. The convening of this board meeting complies with the provisions of applicable laws, administrative regulations, departmental rules, normative documents, and the Company’s Articles of Association.

II. Review of the Board Meeting

1. 2022 Annual Work Report of the Company’s General Manager

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

2. 2022 Annual Work Report of the Company’s Board of Directors

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

3. Company’s 2022 Annual Financial Settlement Report

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

4. Report on the Company’s Proposed Profit Distribution for the Year 2022

According to the audit conducted by ShinWing Certified Public Accountants, the parent company recorded a net profit of RMB 157.554 million in 2022. A statutory surplus reserve of RMB 15.755 million, equivalent to 10% of the net profit, was appropriated, leaving RMB 141.799 million available for distribution to shareholders in the same year.

Adding the undistributed profits at the beginning of the year of RMB 803.564 million and deducting the RMB 8.432 million in ordinary share dividends paid for the year 2021, the cumulative profit available for distribution to shareholders amounts to RMB 936.931 million.

The Company’s proposed profit distribution for the year 2022 is as follows:

The Company shall appropriate 20% of the Parent Company’s net profit of RMB 157.554 million for the year 2022, amounting to RMB 31.511 million, as discretionary statutory surplus reserve.

The Company will distribute a cash dividend of RMB 0.10 per 10 shares (inclusive of tax), based on the latest total share capital of 843,212,507 shares, resulting in a total dividend payout of RMB 8.432 million. The cash dividend for B shares will be converted into Hong Kong dollars for payment.

If there is any change in the company’s share capital between the date of disclosure of this contingency plan and the record date for the implementation of the profit distribution plan, the distribution ratio shall be adjusted accordingly on the principle that the total amount of the distribution remains unchanged.

The foregoing contingency plans shall be submitted to the Company’s 2022 Annual General Meeting for approval.

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

5. Company’s 2022 Annual Report

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

6. Company’s First Quarter Report for 2023

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

7. Company’s 2022 Internal Control Evaluation Report

(For details, please refer to the CNINFO website at http://www.cninfo.com.cn.)

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

8. 2022 Corporate Social Responsibility Report

(For details, please refer to the CNINFO website at http://www.cninfo.com.cn.)

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

9. Annual Performance Report of the Company’s Independent Directors for 2022

(For details, please refer to the CNINFO website at http://www.cninfo.com.cn.)

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

10. Report on the Provision for Impairment of Assets

In accordance with the Company’s policy for making provisions for asset impairment and based on the actual condition of the relevant assets, the Company proposes to make such provisions. The assets subject to this impairment provision primarily include notes receivable, accounts receivable, other receivables, long-term receivables, inventory and contract fulfillment costs, and contract assets, with a total impairment provision of RMB 157,521,183.75, recognized for the reporting period from January 1, 2022, to December 31, 2022.

(For details, please refer to the Company’s “Announcement on Making Provisions for Asset Impairment” issued on the same day.)

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

11. Report on Authorizing the Company’s Chairman and Management Team to Apply for Bank Credit Lines and Loan Limits for the Year 2023

The Company’s General Manager and Chief Financial Officer are authorized to arrange comprehensive bank credit facilities with a total amount not exceeding RMB 1.2 billion, and the Chairman of the Board is authorized to obtain loans with a total amount not exceeding RMB 800 million (excluding acquisition financing). The authorization shall be effective from April 1, 2023, to September 30, 2024.

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

12. Report on the Company’s Estimated Routine Related-Party Transactions for 2023

On April 12, 2023, the Company’s independent directors provided their prior approval for this proposal and agreed to submit it to the Board of Directors for consideration.

Based on the 2022 routine related-party transactions and in conjunction with the Company’s 2023 business plan, the total amount of routine related-party transactions for the full year 2023 is estimated to be approximately RMB 828.6 million, including approximately RMB 257.5 million for the procurement of complete-set ancillary products from related parties and approximately RMB 571.1 million for the sale of ancillary components to related parties.

(1) Regarding the Company’s Estimated Routine Related-Party Transactions for 2023 with Shareholder Dalian Bingshan Group Co., Ltd. and Its Controlled Subsidiaries

In 2023, the Company expects the total amount of routine related-party transactions with its shareholder, Dalian BingShan Group Co., Ltd., and its controlled subsidiaries to be approximately RMB 353.5 million, including approximately RMB 49.5 million for the procurement of complete-project supporting products from related parties and approximately RMB 304.0 million for the sale of supporting components to related parties.

Directors Ji Zhijian, Fan Wen, Tang Ye Mao, and Nishimoto Shigeyuki recused themselves from the deliberation of this proposal.

Approvals: 5; Opposites: 0; Abstentions: 0.

(2) Estimated Routine Related Party Transactions for the Year 2023 Between the Company and Companies Directly or Indirectly Controlled by Its Affiliated Party, Panasonic Holdings Corporation

In 2023, the Company expects the total amount of routine related-party transactions with companies directly or indirectly controlled by its affiliated party, Panasonic Holdings Corporation, to be approximately RMB 155 million, including approximately RMB 25 million for the procurement of complete-system supporting products from related parties and approximately RMB 130 million for the sale of supporting components to related parties.

Directors Shigeru Dono and Shigeyuki Nishimoto recused themselves from the deliberation of this proposal.

Approvals: 7; Opposites: 0; Abstentions: 0.

(3) Regarding the Company’s Anticipated Routine Related-Party Transactions for 2023 with Other Related Parties

In 2023, the Company expects the total amount of routine related-party transactions with other affiliated parties to be approximately RMB 320.1 million, including purchases of complete-project supporting products from related parties totaling about RMB 183 million and sales of supporting components to related parties totaling about RMB 137.1 million.

Directors Ji Zhijian and Fan Wen recused themselves from the deliberation of this proposal.

Approvals: 7; Opposites: 0; Abstentions: 0.

(For details, please refer to the Company’s “Announcement on Anticipated Routine Related-Party Transactions for 2023” issued on the same day.)

13. Report on the Appointment of the Company’s 2023 Audit Firm

It is proposed to re-engage Shinewing Zhonghe Certified Public Accountants (Special General Partnership) as the Company’s auditor for the year 2023 to conduct an integrated audit of the Company’s financial statements and internal controls. In accordance with the relevant fee-setting standards and the specific circumstances of the audit engagement, it is proposed to pay Shinewing Zhonghe Certified Public Accountants (Special General Partnership) an annual audit fee of RMB 770,000 for the financial statement audit (the same amount as in 2022) and RMB 300,000 for the internal control audit; any other expenses incurred in connection with the audit shall be borne by the firm.

On April 12, 2023, the Company’s independent directors provided their prior approval for this proposal and agreed to submit it to the Board of Directors for consideration.

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

(For details, please refer to the Company’s “Announcement on the Proposed Reappointment of the Accounting Firm” issued on the same day.)

14. Report on Land and Housing Leasing

The Company and Dalian Bingshan Huigu Development Co., Ltd. intend to enter into a Supplementary Agreement to the Land and Building Lease Agreement for the next three years commencing January 1, 2023, stipulating that the total rent for the period from January 1, 2023, to December 31, 2025, shall amount to RMB 28.5318 million. Specifically, the annual rent is set at RMB 9.5106 million per year, representing a 10% increase over the 2022 rental rate.

The aforementioned transaction constitutes a related-party transaction. On April 12, 2023, the Company’s independent directors provided their prior approval for this proposal and agreed to submit it to the Board of Directors for consideration. Related directors Ji Zhijian and Fan Wen recused themselves from the deliberation.

(For details, please refer to the Company’s “Announcement on Related-Party Transactions Involving Land and Property Leasing” issued on the same day.)

Approvals: 7; Opposites: 0; Abstentions: 0.

15. Report on the Sale of Guotai Junan Shares

Approve the Company’s plan to, prior to June 30, 2024, sell all of its shares in Guotai Junan Securities through the Shanghai Stock Exchange trading system at an appropriate time.

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

16. Proposal on Entering into a Financial Leasing Sales Cooperation with Dalian Bingshan Group Huahuida Financial Leasing Co., Ltd.

To innovate the sales model and strengthen accounts receivable collection, it is agreed that the Company’s subsidiary, Dalian Bingshan Lingshe Quick-Freezing Equipment Co., Ltd. (“Bingshan Lingshe”), will collaborate with Dalian Bingshan Group Huahuida Financial Leasing Co., Ltd. (“Huahuida”) under a financial leasing sales arrangement. Pursuant to the lessee’s designation, Jilin Fuyu Agricultural Technology Co., Ltd. (“Jilin Fuyu”), Huahuida intends to purchase refrigeration equipment from Bingshan Lingshe, including corn-on-the-cob quick-freezing machines.

The transaction price for this deal has been mutually agreed upon by Bingshan Lingshi and the lessee, Jilin Fuyu, at RMB 20.5 million, based on prevailing market prices.

The aforementioned transaction constitutes a related-party transaction. On April 12, 2023, the Company’s independent directors provided their prior approval for this proposal and agreed to submit it to the Board of Directors for consideration. In connection with the deliberation of this proposal, the related director, Ji Zhijian, recused himself.

Approval: 8 votes; Opposition: 0 votes; Abstentions: 0 votes.

17. Proposal on Providing a Guarantee to Jilin Fuyu Agricultural Science and Technology Co., Ltd.

Based on the aforementioned financial leasing transactions, the Company and Bingshan LingShe have agreed with Huahuida and Jilin Fuyu that the Company and Bingshan LingShe shall jointly and severally assume the obligations to advance delayed rental payments and to provide buyback guarantees for Jilin Fuyu.

On April 12, 2023, the Company’s independent directors provided their prior approval for this proposal and agreed to submit it to the Board of Directors for consideration.

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

For the full text of Proposals 16 and 17, please refer to the “Announcement on Related-Party Transactions Involving Financial Leasing and External Guarantees of Bingshan Cold & Heat Technology Co., Ltd.” disclosed by the Company on April 26, 2023, in the China Securities Journal and on the CNINFO website (http://www.cninfo.com.cn).

18. Report on the Revision of the Company’s Registration and Management System for Persons with Knowledge of Inside Information

(For details on the management system, please refer to the CNINFO website at http://www.cninfo.com.cn.)

Approval: 9 votes; Opposition: 0 votes; Abstention: 0 votes.

Among the foregoing proposals, Proposals 2, 3, 4, 5, 11, 12, 13, and 15 still require approval by the Company’s 2022 Annual General Meeting.

III. Supporting Documents for Review

1. A resolution of the Board of Directors signed by the directors in attendance and sealed with the Board’s official seal.

2. Opinion of the Independent Directors.

Board of Directors of Iceberg Cold & Heat Technology Co., Ltd.

April 26, 2023