Securities Code: 000530 ; 200530 Securities Abbreviation: Bingshan Cold & Heat; Bingshan B Announcement No.: 2021-011

Iceberg Cold & Heat Technology Co., Ltd.

Announcement of Resolutions Adopted at the 16th Meeting of the 8th Board of Directors

I. Status of Board Meetings

1. Notice of this Board of Directors meeting was issued in writing on April 9, 2021.

2. This board meeting was held on April 22, 2021, by way of in-person voting.

3. Eight directors were required to vote, and all eight 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. 2020 Annual Work Report of the Company General Manager

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

2. 2020 Annual Work Report of the Company’s Board of Directors

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

3. Company’s 2020 Annual Financial Settlement Report

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

4. Report on the Proposed Profit Distribution Plan for the Year 2020

According to the audit conducted by Shinewing Zhonghe Certified Public Accountants, the parent company recorded a net profit of RMB 63.927 million in 2020. After setting aside RMB 6.393 million as the statutory surplus reserve at a rate of 10%, the profit available for distribution to shareholders for the year amounted to RMB 57.534 million.

Adding the undistributed profits at the beginning of the year amounting to RMB 988.765 million, and deducting the RMB 25.296 million in ordinary share dividends paid for the year 2019 and the RMB 30.409 million set aside as discretionary statutory surplus reserve at a rate of 20%, the cumulative profit available for distribution to shareholders totals RMB 990.594 million.

The Company’s proposed profit distribution for the year 2020 is as follows:

The Company shall appropriate RMB 12.785 million as discretionary statutory surplus reserve, representing 20% of the Parent Company’s net profit of RMB 63.927 million for 2020.

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, with the total distribution amount remaining unchanged.

The foregoing contingency plans shall be submitted to the Company’s 2020 Annual General Meeting for approval.

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

5. Company’s 2020 Annual Report

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

6. Company’s First Quarter Report for 2021

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

7. Company’s 2020 Internal Control Evaluation Report

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

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

8. 2020 Corporate Social Responsibility Report

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

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

9. Annual Report on the Performance of Duties by the Company’s Independent Directors for 2020

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

Approval: 8 votes; Opposition: 0 votes; Abstentions: 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 assets, with a total impairment provision of RMB 48,193,960.21, recognized for the reporting period from January 1, 2020, to December 31, 2020.

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

Approval: 8 votes; Opposition: 0 votes; Abstentions: 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 2021

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 billion, and the Chairman of the Board is authorized to arrange loans with a total amount not exceeding RMB 800 million. The authorization shall be effective from January 1, 2021, to June 30, 2022.

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

12. Report on the Company’s Estimated Routine Related-Party Transactions for the Year 2021

On April 9, 2021, 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 2020 routine related-party transactions and in conjunction with the Company’s 2021 business plan, the total amount of routine related-party transactions for the full year 2021 is expected to be approximately RMB 690 million, including approximately RMB 263 million for the procurement of complete-set project supporting products from related parties and approximately RMB 427 million for the sale of supporting components to related parties.

(1) Regarding the Company’s Estimated Routine Related-Party Transactions for 2021 with Shareholder Dalian Bingshan Group Co., Ltd. and Its Controlled Subsidiaries

In 2021, the Company expects the total amount of routine related-party transactions with its shareholder, Bing Shan Group, and its controlled subsidiaries to be approximately RMB 19.5 million, including approximately RMB 12 million for the procurement of complete project support products from related parties and approximately RMB 7.5 million for the sale of supporting components to related parties.

Directors Ji Zhijian, Xu Junrao, Ding Jie, and Yokoo Sadakazu recused themselves from the deliberation of this proposal.

Approvals: 4; Opposites: 0; Abstentions: 0.

(2) Regarding the Company’s Anticipated Routine Related-Party Transactions for Fiscal Year 2021 with Sanyo Electric Co., Ltd., a Subsidiary Controlled by the Shareholder

In 2021, the Company expects the total amount of routine related-party transactions with Sanyo Electric Co., Ltd., a wholly owned subsidiary of the shareholder, to be approximately RMB 310.5 million, including approximately RMB 70 million for the purchase of complete-system supporting products from the related party and approximately RMB 240.5 million for the sale of supporting components to the related party.

Directors Ji Zhijian, Yokoo Sadaki, and Nishimoto Shigeyuki recused themselves from the deliberation of this proposal.

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

(3) Regarding the Company’s Estimated Routine Related-Party Transactions for the Year 2021 with Other Related Parties

In 2021, the Company expects the total amount of routine related-party transactions with other affiliated parties to be approximately RMB 360 million, including approximately RMB 181 million for the procurement of complete-set project supporting products from related parties and approximately RMB 179 million for the sale of supporting components to related parties.

Directors Ji Zhijian, Xu Junrao, and Ding Jie recused themselves from the deliberation of this proposal.

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

(For details, please refer to the Company’s “Announcement on the Estimated Routine Related-Party Transactions for 2021” issued on the same day.)

13. Report on the Appointment of the Company’s 2021 Audit Firm

It is proposed to re-engage Shinewing Zhonghe Certified Public Accountants (Special General Partnership) as the Company’s auditor for the year 2021 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 2020) 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 9, 2021, 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: 8 votes; Opposition: 0 votes; Abstentions: 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 the Sale of Guotai Junan Shares

To ensure the rational and efficient allocation of resources, optimize the asset structure, and reduce volatility in non-recurring profits, the Company is authorized to, prior to December 31, 2022, sell all of its shares in Guotai Junan Securities through the Shanghai Stock Exchange trading system at an appropriate time.

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

15. Report on Candidates for Directors of the Eighth Board of Directors

Nominate Yin Xide as a candidate for non-independent director on the Company’s Eighth Board of Directors, and nominate Zhai Yunling, Liu Yuanyuan (an accounting professional), and Yao Hong as candidates for independent directors on the Company’s Eighth Board of Directors.

The company’s independent directors unanimously approved the aforementioned individuals as candidates for election to the eighth session of the Board of Directors.

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

This proposal shall be submitted to the Company’s 2020 Annual General Meeting for consideration. Nominees for independent director positions may be submitted for approval at the 2020 Annual General Meeting only after they have been filed with and approved by the Shenzhen Stock Exchange without objection.

The Company’s Board of Directors has, in accordance with applicable regulations, publicly disclosed detailed information on the candidates for independent directors on the website of the Shenzhen Stock Exchange (www.szse.cn). During the publicity period, any organization or individual may submit feedback to the Exchange through the channels provided on its website.

16. Report on the “Shareholder Return Plan of BingShan Cold & Heat Technology Co., Ltd. for the Next Three Years (2021–2023)”

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

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

17. Report on the Basic Matters Regarding the Convening of the 2020 Annual General Meeting

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

(For details, please refer to the Company’s “Notice on Convening the 2020 Annual General Meeting of Shareholders” issued on the same day.)

Among the foregoing proposals, Proposals 2, 3, 4, 5, 11, 12, 13, 14, 15, and 16 still require approval by the Company’s 2020 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 24, 2021

Appendix 1: Biographical Sketches of Non-Independent Director Candidates for the Eighth Board of Directors

Yin Xide, male, born in 1971, graduated with a degree in Thermal Engineering from Dalian University of Technology. From July 1995 to June 2016, he held successive positions at Panasonic Cold Chain (Dalian) Co., Ltd. (formerly Dalian Sanyo Cold Chain Co., Ltd.), including Director of Sales at the Sales Headquarters, Deputy Head of the Headquarters, and General Manager of the Low-Temperature Logistics Equipment Division. From July 2016 to December 2020, he served as General Manager of Panasonic Refrigeration Systems (Dalian) Co., Ltd. Effective January 1, 2021, he has been serving as the company’s General Manager.

Mr. Yin Xide currently holds 90,080 A-shares of the Company and has no affiliations with the Company’s controlling shareholder, other directors, supervisors, or senior management personnel. Mr. Yin Xide is not a discredited person subject to enforcement, has not been penalized by the China Securities Regulatory Commission or other relevant authorities, nor has he been disciplined by the stock exchange. He has also not been placed under investigation by judicial authorities on suspicion of criminal activity, nor has he been subject to an investigation by the China Securities Regulatory Commission for alleged violations of laws or regulations. Furthermore, he does not fall under any circumstances prohibited by the Company Law of the People’s Republic of China, the Company Charter, or the relevant provisions of the China Securities Regulatory Commission and the Shenzhen Stock Exchange from serving as a senior manager of the Company.

Attachment 2: Resumes of Independent Director Candidates for the Eighth Board of Directors

(1) Zhai Yunling, male, born in 1963, holds a Doctor of Laws degree. He currently serves as a professor at the School of Law of Dalian Maritime University, an attorney at Beijing Jincheng Tongda (Dalian) Law Firm, legal advisor to the Dalian Municipal People’s Government, and a member/arbitrator of the Dalian Arbitration Commission.

Mr. Zhai Yunling does not fall under any of the circumstances prohibited by the Company Law from serving as a candidate for an independent director; he has not been subject to a market ban imposed by the China Securities Regulatory Commission; and he is not a person publicly identified by a stock exchange as unsuitable to serve as a director, supervisor, or senior management personnel of a listed company. Over the past three years, he has not been subject to administrative penalties by the CSRC or to public censure or written reprimand by a stock exchange; nor has he been placed under investigation by judicial authorities on suspicion of criminal activity or by the CSRC on suspicion of violations of laws or regulations. He is not a discredited person subject to enforcement measures. Furthermore, he has no affiliations with shareholders holding more than 5% of the company’s shares, nor with any other directors, supervisors, or senior management personnel of the company.

(2) Liu Yuanyuan, female, born in 1974, holds a Ph.D. in Accounting and is a Certified Public Accountant. She currently serves as a professor at the School of Accounting of Northeastern University of Finance and Economics, Director of the Sino-German Research Center for Management Control, Independent Director of China Railway Tielong Container Logistics Co., Ltd., and Independent Director of Dalian Bank Co., Ltd.

Ms. Liu Yuanyuan does not fall under any of the circumstances prohibited by the Company Law from serving as a candidate for an independent director; she has not been subject to a market ban imposed by the China Securities Regulatory Commission; and she is not a person publicly identified by a stock exchange as unsuitable to serve as a director, supervisor, or senior management personnel of a listed company. Over the past three years, she has not been subject to administrative penalties by the CSRC or to public censure or written reprimand by a stock exchange; nor has she been placed under investigation by judicial authorities on suspicion of criminal activity or by the CSRC on suspicion of violations of laws or regulations. She is not a discredited person subject to enforcement measures. Furthermore, she has no affiliations with shareholders holding more than 5% of the company’s shares, or with other directors, supervisors, or senior management personnel of the company.

(3) Yao Hong, female, born in 1973, holds a Ph.D. in Accounting. She is currently an Associate Professor at the Institute of Finance and Accounting, School of Economics and Management, Dalian University of Technology; an independent director of Liaoning Chengda Co., Ltd.; an independent director of Shanghai Binku Network Technology Co., Ltd.; and an independent director of Hualu Zhida Technology Co., Ltd.

Ms. Yao Hong does not fall under any of the circumstances prohibited by the Company Law from serving as a candidate for independent director; she has not been subject to a market ban imposed by the China Securities Regulatory Commission; and she is not a person publicly identified by a stock exchange as unsuitable to serve as a director, supervisor, or senior management personnel of a listed company. Over the past three years, she has not been subject to administrative penalties by the CSRC or public censures or written criticisms by stock exchanges; nor has she been placed under investigation by judicial authorities on suspicion of criminal activity or by the CSRC on suspicion of violations of laws or regulations. She is not a discredited person subject to enforcement measures. Furthermore, she has no affiliations with shareholders holding more than 5% of the company’s shares, nor with other directors, supervisors, or senior management personnel of the company.