Document No. 14 for the 2023 Annual General Meeting

Proposal to Request the Shareholders’ Meeting to Authorize the Board of Directors to Handle Small-Amount, Expedited Financing

Regarding relevant matters Proposal

Dear Shareholders ：

Iceberg Cold and Heat Technology Co., Ltd. Company (hereinafter referred to as “Company”) The Board of Directors proposes that the Shareholders’ Meeting authorize the Board to decide on a private placement to specific investors, with the total financing amount not exceeding RMB 3 RMB 100 million and not exceeding the net assets as of the end of the most recent year 20% of the stock, with an authorization period of 2023 From the date of approval by the Annual General Meeting until 2024 until the date of the annual general meeting. The scope of this authorization includes the following:

1 , confirm whether the company meets the requirements for issuing shares to specific investors through a simplified procedure (hereinafter referred to as “ Small-amount, fast financing ” ) conditions

The Board of Directors is authorized, in accordance with the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Measures for the Administration of Registration of Securities Issuance by Listed Companies, and other applicable laws, regulations, normative documents, as well as the Articles of Association, to conduct a self-examination and verification of the Company’s actual circumstances and related matters, and to determine whether the Company meets the conditions for issuing shares to specific investors through a simplified procedure.

2 , the types, quantity, and par value of shares to be issued

The total amount of financing issued to specific investors shall not exceed RMB 3 RMB 100 million and not exceeding the net assets as of the end of the most recent year 20% RMB ordinary shares listed within China ( A shares), with a par value of RMB per share 1.00 yuan. The number of shares to be issued shall be determined by dividing the total funds raised by the issue price, and shall not exceed the company’s total share capital prior to the issuance. 30%。

3 , issuance method, issuance targets, and arrangements for allotment to existing shareholders

This share issuance will be conducted through a non-public offering to specific investors, with the subscribers limited to no more than 35 specific subscribers. The final list of subscribers will be determined through consultation between the Company’s Board of Directors, acting on the authorization granted by the Shareholders’ Meeting, and the sponsor (lead underwriter), based on the subscription bids received. All subscribers in this share offering will subscribe in cash.

4 , pricing method or price range

（ 1 ) The issue price shall not be lower than the pricing benchmark date. 20 the average price of the company’s stock over trading days 80% (The calculation formula is: prior to the pricing benchmark date 20 Average stock trading price per trading day = Before the pricing benchmark date 20 Total stock trading value for the trading day / Before the pricing benchmark date 20 (total stock trading volume over trading days);

（ 2 ) Shares issued to specific investors shall, from the date of completion of the issuance, 6 shall not be transferred within [number] months. If the subscribers fall under the circumstances stipulated in Paragraph 2 of Article 57 of the Measures for the Registration and Administration of Securities Issuance by Listed Companies, the shares they subscribe for shall, from the date of completion of the issuance, 18 Such shares may not be transferred within [X] months. Shares acquired by the subscribers as a result of the company’s distribution of stock dividends or capitalization of capital reserves into share capital shall also be subject to the aforementioned share lock-up arrangement.

This authorization for the Board of Directors to issue shares to specific investors will not result in the public Changes in corporate control have occurred.

5 , Use of Raised Funds

The proceeds from this share issuance shall be used in accordance with the following provisions:

（ 1 ) Complies with national industrial policies and relevant laws and administrative regulations on environmental protection, land management, and other related matters;

（ 2 ) The proceeds from this fundraising shall not be used for financial investments, nor shall they be directly or indirectly invested in companies whose primary business is the trading of securities;

（ 3 ) Following the implementation of the fund-raising projects, no new同业 competition that would have a material adverse impact, no related-party transactions that are manifestly unfair, and no circumstances that would seriously impair the Company’s operational independence will arise with the controlling shareholder, the actual controller, or other enterprises under their control.

6 , Arrangements for Retained Earnings Prior to This Offering

Upon completion of this offering, the retained earnings accumulated prior to the offering will be shared by the company’s existing and new shareholders in proportion to their respective shareholdings following the offering.

7 , Listing Location

Upon expiration of the lock-up period, the shares issued in this private placement will be listed and traded on the Shenzhen Stock Exchange.

8 , The resolution shall be valid for 2023 From the date of approval by the Annual General Meeting to 2024 Until the date of the annual general meeting.

9 , Authorization Granted to the Board of Directors to Handle the Specific Matters Related to This Offering

Authorize the Board of Directors to, within the scope of this proposal and in compliance with the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Administrative Measures for the Registration of Securities Issuance by Listed Companies, the Review Rules for the Issuance and Listing of Securities by Listed Companies of the Shenzhen Stock Exchange, the Detailed Implementation Rules for the Issuance and Underwriting of Securities by Listed Companies of the Shenzhen Stock Exchange, and other relevant laws, regulations, normative documents, as well as the Articles of Association, to exercise full authority to handle all matters related to this small-amount, fast-track financing. Items, including but not limited to:

（ 1 ) Handling the filing procedures for this small-amount, fast-track financing, including preparing, revising, signing, and submitting the relevant application documents and other legal documents;

（ 2 ) Within the scope permitted by laws, regulations, relevant provisions of the China Securities Regulatory Commission, and the Company’s Articles of Association, and in accordance with the requirements of the competent authorities and taking into account the Company’s actual circumstances, to formulate, adjust, and implement this small-amount, fast-track financing plan, including, but not limited to, determining the amount of funds to be raised, the issue price, the number of shares to be issued, the subscribers, and all other matters related to the small-amount, fast-track financing plan, as well as deciding the timing of the issuance for this small-amount, fast-track financing;

（ 3 ) Prepare, amend, and submit the proposed small-scale, fast-track financing plan and the application materials for this issuance and listing in accordance with the requirements of the relevant government departments and regulatory authorities; handle the related formalities and implement other procedures related to the issuance and listing, such as share lock-up restrictions; and, in compliance with regulatory requirements, manage all information disclosure matters pertaining to this small-scale, fast-track financing.

（ 4 ) To sign, amend, supplement, finalize, submit, and execute all agreements, contracts, and documents related to this small-amount, fast-track financing (including, but not limited to, the sponsorship and underwriting agreement, agreements relating to the raised funds, subscription agreements entered into with investors, announcements, and other disclosure documents, etc.);

（ 5 ) To make adjustments to the specific arrangements for the fund-raising investment projects within the scope of the resolutions passed at the shareholders’ meeting, in accordance with the requirements of the relevant competent authorities and the actual conditions of the securities market;

（ 6 ) Engage underwriting institutions (lead underwriters) and other intermediary agencies, as well as handle other matters related thereto;

（ 7 ) Following the completion of this small-amount, fast-track financing, the relevant provisions of the Company Charter shall be amended in accordance with the results of such financing, and the amendments shall be submitted to the administrative authority for industry and commerce and other relevant departments. Handling matters related to industrial and commercial change registration, registration and custody of newly issued shares, and other relevant procedures;

（ 8 ) In the event that applicable laws, regulations, and regulatory authorities issue new provisions and requirements regarding the use of refinancing proceeds to replenish immediate returns, the Company shall, in accordance with such laws, regulations, and regulatory requirements in effect at the time, further analyze, study, and substantiate the impact of this small-amount, fast-track financing on the Company’s immediate financial metrics and the immediate returns to its shareholders, formulate and amend relevant measures and policies for replenishing such returns, and assume full authority to handle all other matters related thereto;

（ 9 ) In the event of force majeure or other circumstances that render the implementation of this small-amount, fast-track financing difficult, or that, although feasible, would result in adverse consequences for the Company, or in the event of any changes to the small-amount, fast-track policy, the Company may, at its discretion, decide to postpone the implementation of this small-amount, fast-track financing plan or to proceed with the issuance in accordance with the revised small-amount, fast-track policy;

（ 10 ) Prior to the issuance, if the Company’s total share capital changes due to stock dividends, capitalization of reserves, or other reasons, the Board of Directors is authorized to make corresponding adjustments to the maximum number of shares to be issued in this offering accordingly;

（ 11 ) To handle other matters related to this small-amount, fast-track financing.

      Please review the above report.

                              2024 year 5 month 23 day