2022 Document No. 10 of the Annual General Meeting

Regarding the Acquisition of Panasonic Refrigeration （ Dalian ) Report on Equity of a Limited Liability Company

Dear Shareholders:

To strengthen business collaboration and deliver more optimized energy-saving and environmental protection solutions for our customers, Iceberg Cold & Heat Technology Co., Ltd. ( “The Company”) intends to acquire Sanyo Electric Co., Ltd. （ "Sanyo Electric" ) Held by Panasonic Refrigeration (Dalian) Co., Ltd. （ “Panasonic Refrigeration ” ) 60 % equity and Panasonic Electric Works (China) Co., Ltd. ( “Panasonic China” Held Panasonic Refrigeration 40 % equity . Assignment Upon completion, the company to put Holding Panasonic Refrigeration 100 % equity.

I. Basic Information on Panasonic Refrigeration

Panasonic Refrigeration was established in In 1992, the company held a 40% equity stake, while Sanyo Electric held a 60% equity stake. The scope of business includes the design, production, manufacturing, sales, installation, after-sales service, and other related activities pertaining to refrigeration and heating equipment, air-conditioning machinery, environmental protection machinery, and associated equipment for integrated environmental protection and energy utilization.

In December 2021, the company transferred its 40% equity interest in Panasonic Refrigeration to Panasonic China; the purpose of the equity transfer is Mainly To facilitate Panasonic China’s spin-off of Panasonic Refrigeration’s multi-split air-conditioning systems (hereinafter referred to as “VRF” business. This business, as currently positioned in the market, is primarily used for small commercial and residential air-conditioning applications, which does not align with the company’s market positioning in the industrial sector and large-scale commercial segment. From an operational perspective, the business relies on external design and sales partners, which hinders the company’s mastery of core technologies and its ability to respond effectively to market dynamics. In terms of profitability, the VRF business lacks competitive advantages and has either generated very thin margins or even incurred losses. Following Panasonic Refrigeration’s full acquisition by Panasonic, the company initiated the divestiture of its VRF business and has now completed this process. Post-divestiture, the remaining lithium bromide absorption chillers and gas-fired heat pump air-conditioning businesses exhibit clear synergy and complementarity with the company’s core operations. The proposed equity transfer will enhance the company’s competitiveness, expand its market footprint, and strengthen its profitability.

2022 Year, Panasonic Refrigeration net profit -5,123 Ten thousand yuan. 2023 year 1 -3 month , Panasonic Refrigeration Achieves Net Profit 1, 4.16 million yuan 。

Two 、 Counterparty Basic Information

(1) Sanyo Electric

Sanyo Electric was founded in 1950 year 4 The month serves solely as a holding platform for Panasonic. , with no actual production or business operations 。

(2) Panasonic China

Panasonic China was established in On August 11, 1994, with a registered capital of US$176,498.5382 million, it was established in China as the investment entity of Panasonic Holdings Corporation of Japan, primarily engaged in Panasonic’s investment activities within China.

III. Basic Plan for Equity Transfer

The company intends to 14,528.55 For a price of RMB 10,000, the transfer of Panasonic Refrigeration 100 % equity. Among them, Acquisition of Panasonic Refrigeration shares held by Sanyo Electric 6 0% equity transfer payment 8 ，717.13 Ten thousand yuan , the transferee of Panasonic China’s stake in Panasonic Refrigeration 40 % equity transfer style 5,811.42 Ten thousand yuan 。

The consideration for this equity transfer shall be paid in cash by the Company to the counterparty in accordance with the method agreed upon by both parties.

IV. Basis for Determining the Equity Transfer Price

In connection with this equity transfer, Beijing Zhongqi Hua Asset Evaluation Co., Ltd., which is qualified to conduct asset valuations for securities and futures-related businesses, was engaged to perform a comprehensive valuation of Panasonic Refrigeration, with the valuation base date being On March 31, 2023, the book value of net assets was RMB 34.3976 million, while the appraised value of net assets (using the income approach) was RMB 145.2855 million, representing an appraisal appreciation rate of 322.37%. Based on this appraisal result, the acquisition price for 100% equity interest in Panasonic Refrigeration has been set at RMB 145.2855 million. Specifically, the acquisition price for the 40% equity interest in Panasonic Refrigeration held by Panasonic China is RMB 58.1142 million, and the acquisition price for the 60% equity interest held by Sanyo Electric is RMB 87.1713 million.   

V. Equity Impact of the Transfer on the Company

Panasonic Refrigeration has now completed Following the divestiture of the VRF business, the company will concentrate its resources on vigorously developing lithium-bromide absorption chillers and gas-fired heat pump air-conditioning systems, which constitute an important component of the company’s heating and cooling value chain. Under China’s “dual carbon” policy, Panasonic Refrigeration’s refrigeration technologies that utilize waste heat as a driving energy source can achieve highly efficient synergy with the company, enabling it to provide customers in high-energy-consuming niche markets such as oil refining, coal chemical processing, and iron-and-steel coking—as well as in industries like polysilicon production and the broader energy sector—with more comprehensive, high-efficiency integrated energy solutions. This will generate greater cross-value and further enhance the company’s market share in these niche segments.

Upon completion of this equity transfer, the Company will hold Panasonic Refrigeration. With 100% equity ownership, consolidated operating revenue will increase significantly.

Please review the above report.

                    2023 year 5 month 25 day