Securities Code: 000530; 200530 Securities Abbreviation: Bingshan Refrigeration & Heating; Bingshan B Announcement No.: 2020-011

Iceberg Cold & Heat Technology Co., Ltd.

Announcement of Resolutions Adopted at the Ninth Meeting of the Eighth Board of Directors

I. Status of Board Meetings

1. Notice of this Board of Directors meeting was served in writing on April 3, 2020.

2. This board meeting was held on April 16, 2020, 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. 2019 Annual Work Report of the Company’s General Manager

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

2. 2019 Annual Work Report of the Company’s Board of Directors

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

3. Company’s 2019 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 2019

According to the audit conducted by ShinWing Certified Public Accountants, the parent company recorded a net profit of RMB 152.046 million in 2019. After setting aside RMB 15.204 million as the statutory surplus reserve at a rate of 10%, the profit available for distribution to shareholders for the year amounted to RMB 136.842 million.

Adding the undistributed profits at the beginning of the year amounting to RMB 926.512 million, and deducting the RMB 42.161 million in ordinary share dividends paid for the year 2018 as well as the RMB 32.428 million set aside as discretionary statutory surplus reserve at a rate of 20%, the cumulative profit available for distribution to shareholders totals RMB 988.765 million.

The Company’s proposed profit distribution for the year 2019 is as follows:

The Company shall appropriate RMB 30.409 million as discretionary statutory surplus reserve, representing 20% of the Parent Company’s net profit of RMB 152.046 million for the year 2019.

The Company will distribute a cash dividend of RMB 0.30 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 25.296 million. The cash dividend for B shares will be converted into Hong Kong dollars for payment.

The foregoing contingency plans shall be submitted to the Company’s 2019 Annual General Meeting for approval.

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

5. Company’s 2019 Annual Report

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

6. Company’s First Quarter Report for 2020

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

7. Company’s 2019 Internal Control Evaluation Report

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

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

8. 2019 Corporate Social Responsibility Report

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

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

9. Annual Report on the Performance of Duties by the Company’s Independent Directors for 2019

(For details, please refer to Cninfo 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 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, and inventory, with a total impairment provision of RMB 71,842,131.10, recognized for the reporting period from January 1, 2019, to December 31, 2019.

(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 2020

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 Company is authorized to arrange loans with a total amount not exceeding RMB 800 million. The authorization shall be effective from January 1, 2020, to June 30, 2021.

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

12. Report on the Company’s Estimated Routine Related-Party Transactions for the Year 2020

On April 3, 2020, 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 2019 routine related-party transactions and in conjunction with the Company’s 2020 business plan, it is estimated that the total amount of routine related-party transactions for the full year 2020 will be approximately RMB 750 million, including approximately RMB 280 million for the purchase of complete-set project supporting products from related parties and approximately RMB 470 million for the sale of supporting components to related parties.

(1) Regarding the Company’s Estimated Routine Related Party Transactions for 2020 with the Controlled Subsidiary of Dalian Bingshan Group Co., Ltd.

In 2020, the Company expects the total amount of routine related-party transactions with subsidiaries of its shareholder, Bingshan Group Holdings, to be approximately RMB 13 million, including approximately RMB 5 million for the procurement of complete sets of project-supporting products from related parties and approximately RMB 8 million for the sale of supporting components to related parties.

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

Approvals: 6; Opposites: 0; Abstentions: 0.

(2) Regarding the Company’s Estimated Routine Related Party Transactions for Fiscal Year 2020 with Sanyo Electric Co., Ltd., a Subsidiary Controlled by the Shareholder

In 2020, 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 461 million, including approximately RMB 154 million for the procurement of complete-system supporting products from related parties and approximately RMB 307 million for the sale of supporting components to related parties.

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

Approvals: 6; Opposites: 0; Abstentions: 0.

(3) Regarding the Company’s Estimated Routine Related-Party Transactions for the Year 2020 with Other Related Parties

In 2020, the Company expects the total amount of routine related-party transactions with other affiliated parties to be approximately RMB 276 million, including approximately RMB 118 million for the procurement of complete-set project supporting products from related parties and approximately RMB 158 million for the sale of supporting components to related parties.

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

Approvals: 6; Opposites: 0; Abstentions: 0.

13. Report on the Appointment of the Company’s 2020 Audit Firm

It is proposed to re-engage Shinewing Zhonghe Certified Public Accountants (Special General Partnership) as the Company’s auditor for the year 2020 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 2019) 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 3, 2020, 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.

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, 2020, stipulating that the total rental amount from January 1, 2020, to December 31, 2022, will be RMB 25.938 million. Specifically, the annual rent for each year will be RMB 8.646 million, representing a 10% increase over the 2019 rental rate.

The aforementioned transaction constitutes a related-party transaction. On April 3, 2020, 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 director Ji Zhijian recused himself from the deliberation.

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

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

15. Report on the Sale of a Portion 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, 2020, sell, through the Shanghai Stock Exchange trading system and at opportune times, no more than 5 million shares of Guotai Junan Securities.

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

16. Report on Changes in Accounting Policies

(For details, please refer to the Company’s “Announcement on Changes in Accounting Policies” issued on the same day.)

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

17. Report on the Basic Matters Regarding the Convening of the 2019 Annual General Meeting

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

Among the foregoing proposals, Proposals 2, 3, 4, 5, 11, 12, and 13 still require approval by the Company’s 2019 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 18, 2020