Iceberg Cold & Heat Technology Co., Ltd.

Independent Director 2022 Annual Performance Report

Dear Shareholders:

In 2022, as independent directors of BingShan Cold & Heat Technology Co., Ltd. (hereinafter referred to as the “Company”), we attended the Company’s board meetings on schedule and were present at the shareholders’ general meeting in accordance with the requirements of the Company Law, the Corporate Governance Guidelines for Listed Companies, the Rules on Independent Directors of Listed Companies, and other relevant regulations. We closely monitored the Company’s development, reviewed its material matters, and exercised our voting rights and expressed our independent opinions with due diligence.

I. Attendance at Board Meetings and Shareholders’ Meetings in 2022

1. Attendance at Board Meetings

In 2022, the Company held a total of 12 board meetings, all of which we attended in person and duly exercised our voting rights.

2. Attendance at the Shareholders’ Meeting

In 2022, the Company held a total of three shareholders’ meetings, and we attended all of them.

II. Status of Independent Opinions Issued in 2022

1. On January 12, 2022, issued an independent opinion on matters related to the First Session of the Ninth Board of Directors of the Company:

(1) Opinions on the Directors of the Company’s Ninth Board of Directors

The ninth-term members of the Company’s Board of Directors—Ji Zhijian, Fan Wen, Yin Xide, Song Wenbao, Tang Ye Mao, Nishimoto Shigeyuki, Zhai Yunling, Liu Yuanyuan, and Yao Hong—meet the qualifications for office as prescribed by applicable laws, regulations, and the Company’s Articles of Association. The nomination procedures adopted by the Board of Directors for these individuals as director candidates were in full compliance with the relevant provisions, and both the Board’s deliberation and the Shareholders’ Meeting’s voting procedures were lawful. We unanimously approve the appointment of the aforementioned individuals as directors of the Company’s ninth-term Board of Directors.

(2) Opinions on the Appointment of Senior Management Personnel

After reviewing the personal resumes and other relevant materials of the newly appointed General Manager Yin Xide, Deputy General Managers Lu Jun and Yang Fuhua, Chief Financial Officer Wang Jinxiu, and Board Secretary Song Wenbao, we are of the view that they meet the qualification requirements stipulated in applicable laws, regulations, and the Company’s Articles of Association. Their educational background, work experience, and physical condition enable them to adequately perform the duties and responsibilities of their respective positions. The nomination, appointment procedures, and voting results adopted by the Company’s Board of Directors are in full compliance with the relevant laws, regulations, and provisions of the Company’s Articles of Association. We unanimously approve the Board of Directors’ decision to appoint the aforementioned individuals.

2. On January 13, 2022, prior approval was granted for the related-party transaction involving the transfer of equity in Bingshan Technical Services (Dalian) Co., Ltd., as well as for the related-party transactions in which the actual amounts of the Company’s routine related-party transactions for the year 2021 exceeded the projected amounts. It was agreed to submit these matters for consideration at the Second Meeting of the Ninth Board of Directors.

3. On January 21, 2022, an independent opinion was issued on matters related to the Second Meeting of the Ninth Board of Directors:

(1) Regarding the Transfer of Equity in BingShan Technical Services (Dalian) Co., Ltd.

This related-party transaction is fair and does not prejudice the interests of the Company or its minority shareholders; moreover, it is conducive to enhancing customer satisfaction and improving the core business. The voting procedures for this related-party transaction were lawful, and the related directors duly recused themselves. All parties unanimously approved the equity transfer.

(2) Regarding the Actual Amount of the Company’s 2021 Routine Related-Party Transactions Exceeding the Estimated Amount

The aforementioned routine related-party transactions of the Company are normal and necessary, comply with the relevant provisions of the Stock Listing Rules and the Company’s Articles of Association, adhere to the principles of openness, fairness, and impartiality, are consistent with the Company’s actual business operations and development needs, involve reasonable transaction prices, do not prejudice the interests of the Company or non-affiliated shareholders, and were duly subject to abstention by the related directors during the deliberation of this matter.

4. On April 1, 2022, prior approval was granted for the related-party financing lease transaction and external guarantee matters involving the Company and its customer, Liuyang Zhongjie Technology Investment Co., Ltd. (“Liuyang Zhongjie”), and it was agreed to submit these matters for consideration at the third meeting of the ninth session of the Company’s Board of Directors.

5. On April 11, 2022, an independent opinion was issued regarding the Liuyang Zhongjie Financial Leasing matter at the Company’s Third Meeting of the Ninth Board of Directors:

This related-party transaction is fair and equitable, with pricing determined in accordance with market principles and at arm’s length, thereby safeguarding the interests of the Company and its minority shareholders. It also helps strengthen financing across the cold- and heat-chain value chain, boost sales, and accelerate receivables collection. Furthermore, the voting procedures for this related-party transaction were lawful, and the affiliated directors duly recused themselves. The Board unanimously approves this related-party finance lease transaction.

The counterparty in this external guarantee, which is structured as a finance lease, demonstrates strong creditworthiness; the Company’s innovative sales model is conducive to improving its cash flow; and the actual controller of the guaranteed party, together with other relevant parties, will provide a full-amount joint and several counter-guarantee to the Company. Overall, the Company’s guarantee risk remains manageable and does not prejudice the legitimate rights and interests of the Company or its minority shareholders. The Board unanimously approves this external guarantee.

6. On April 11, 2022, prior approval was granted for the matters to be considered at the Fourth Meeting of the Ninth Board of Directors.

(1) Regarding the Company’s Estimated Routine Related-Party Transactions for 2022

Agree to submit this report for consideration at the Fourth Meeting of the Ninth Board of Directors.

(2) Report on the Appointment of the Company’s 2022 Audit Firm

Approve the reappointment of ShinWing Certified Public Accountants (Special General Partnership) as the Company’s auditor for the year 2022, and approve the submission of this report for consideration at the Fourth Meeting of the Ninth Board of Directors.

4. On April 22, 2022, issued an independent opinion on the significant matters considered at the fourth meeting of the ninth session of the Company’s Board of Directors:

(1) Opinion on the Company’s Cumulative External Guarantees, Current External Guarantees, and Compliance with Relevant Regulations

Upon review, the Company’s provision of guarantees to its controlling shareholder in connection with the China Development Bank Development Fund Special Fund was extended into the reporting period. Although formally structured as a guarantee for the controlling shareholder, such guarantee is, in substance, intended to secure funding for the Company itself.

Upon review, it was found that during the reporting period, the Company’s subsidiary, Wuhan New World Refrigeration Industry Co., Ltd., continued to provide joint and several liability guarantees for bank loans obtained by its customer, Anhui Songze Energy Co., Ltd., due to project requirements. Such guarantees are necessary for the Company’s normal production and business operations and are supported by counter-guarantees, thereby ensuring that risks remain manageable and do not harm the interests of the Company or its shareholders, particularly small and medium-sized shareholders. In addition, during the reporting period, the Company provided guarantees for its customer, Guizhou Pubu Cold Chain Food Investment Co., Ltd., in connection with its financial leasing business. The guaranteed party has strong creditworthiness, and its shareholders as well as relevant natural persons have provided full joint and several liability counter-guarantees to the Company. Overall, the Company’s guarantee risks are controllable and do not infringe upon the legitimate rights and interests of the Company or its small and medium-sized shareholders.

We have issued a unanimous independent opinion on the foregoing matters.

Upon review, the Company has not provided any guarantees for any unincorporated entities or individuals, except for the aforementioned external guarantees.

Upon review, the Company found no instances during the reporting period of non-operational misappropriation of the Company’s funds by the controlling shareholder or other related parties.

(2) Opinion on the Company’s Estimated Routine Related-Party Transactions for the Year 2022

The Company’s routine related-party transactions are normal and necessary, comply with the relevant provisions of the Stock Listing Rules and the Company’s Articles of Association, adhere to the principles of openness, fairness, and impartiality, are consistent with the Company’s actual business operations and development needs, involve reasonable transaction prices, do not prejudice the interests of the Company or non-affiliated shareholders, and were duly subject to abstention by the related directors during deliberation. There is no conduct that harms the interests of the Company and its shareholders, particularly small and medium-sized shareholders.

(3) Opinion on the 2021 Executive Compensation of the Company

The determination of the 2021 executive compensation was made after a comprehensive assessment of the company’s performance in achieving its 2021 business plan, as well as the progress of its transformation and upgrading strategy and the advancement of key niche markets. We unanimously agreed with the determination of the 2021 executive compensation.

(4) Opinions on the Company’s 2021 Internal Control Evaluation Report

We believe that the current state of the company’s internal control system complies with applicable requirements and is aligned with the company’s actual operations; the internal controls established by the company have been effectively implemented throughout the production and business processes; and the Company’s 2021 Internal Control Evaluation Report accurately reflects the aforementioned facts.

We approve the Company’s 2021 Internal Control Evaluation Report.

(5) Comments on the Company’s 2021 Corporate Social Responsibility Report

We believe that the Company’s 2021 Corporate Social Responsibility Report accurately reflects the Company’s commitment to pursuing economic benefits and safeguarding shareholder rights, while also prioritizing employee development, conducting business with integrity toward suppliers and customers, actively protecting the legitimate rights and interests of creditors, and proactively engaging in environmental protection—activities that are consistent with relevant requirements and aligned with the Company’s actual operations.

We approve the Company’s 2021 Corporate Social Responsibility Report.

(6) Opinions on the Company’s Cash Dividends

The 2021 profit distribution proposal submitted by the Company’s Board of Directors is in compliance with the relevant provisions of the Company’s Articles of Association and takes into account both the Company’s long-term development needs and the need to provide reasonable returns to its shareholders. We unanimously approve this profit distribution proposal.

(7) Opinion on the Provision for Impairment of Assets

The Company’s provision for asset impairment this time is made in accordance with the principle of prudence and complies with the Enterprise Accounting Standards and the Company’s relevant accounting policies. It objectively and fairly reflects the Company’s financial position and operating results for the year 2021, is in the overall interest of the Company, and does not prejudice the interests of the Company or all shareholders, particularly small and medium-sized shareholders. We unanimously approve the Company’s provision for asset impairment.

(8) Opinion on the Appointment of the Company’s 2022 Audit Firm

ShinWing Certified Public Accountants (Special General Partnership) possesses the requisite professional qualifications, operational capabilities, independence, and investor protection safeguards, and the Company has duly and appropriately carried out the relevant deliberation procedures. We hereby approve the reappointment of ShinWing Certified Public Accountants (Special General Partnership) as the Company’s auditor for the year 2022.

5. On August 15, 2022, prior approval was granted for the company’s related-party financing lease transaction and external guarantee matters with its customer, Shandong Jiechuang Energy Technology Co., Ltd. (“Shandong Jiechuang”), and it was agreed to submit these matters for consideration at the sixth meeting of the ninth session of the Board of Directors.

6. On August 24, 2022, issued an independent opinion on the significant matters deliberated at the sixth meeting of the ninth session of the Company’s Board of Directors:

(1) Opinion on the Company’s Cumulative External Guarantees, Current External Guarantees, and Compliance with Relevant Regulations

During the reporting period, the subsidiary Wuhan New World Refrigeration Industry Co., Ltd. provided joint and several liability guarantees for bank loans obtained by its customer, Anhui Songze Energy Co., Ltd.; these guarantees were fully repaid by the customer in April 2022, resulting in the release of the subsidiary’s joint and several liability guarantee.

All other guarantee arrangements that remained in effect during the reporting period were performed in accordance with their terms, and the overall guarantee risk to the Company is under control, without prejudice to the legitimate rights and interests of the Company and its minority shareholders.

Upon review, the Company has not provided any guarantees for any unincorporated entities or individuals, except for the aforementioned external guarantees.

Upon review, the Company found no instances during the reporting period of non-operational misappropriation of the Company’s funds by the controlling shareholder or other related parties.

(2) Independent Opinion on the Related-Party Financing Lease Transactions and External Guarantees Involved in the Shandong Jiechuang Project

This related-party transaction is fair and equitable, with pricing determined in accordance with market principles and at arm’s length, thereby safeguarding the interests of the Company and its minority shareholders. It also helps strengthen the Company’s financing capabilities across the cold- and heat-chain industries, while boosting sales and cash recovery. Furthermore, the voting procedures for this related-party transaction were lawful, and the affiliated directors duly recused themselves. The Board unanimously approved this related-party financial leasing transaction.

The counterparty in this external guarantee, which is structured as a finance lease, demonstrates strong creditworthiness. The company’s innovative sales model is conducive to improving its cash flow, and the shareholders of the guaranteed party, together with relevant natural persons, will provide full joint and several counter-guarantees to the company. Overall, the company’s guarantee risk remains manageable and does not prejudice the legitimate rights and interests of the company or its minority shareholders. We unanimously approve this external guarantee.

7. On September 19, 2022, prior approval was granted for the matters to be considered at the Eighth Meeting of the Ninth Board of Directors.

(1) Regarding this Major Asset Purchase and Related Party Transaction

1) The proposed major asset restructuring plan and the related agreements to be entered into comply with applicable laws, regulations, and normative documents issued by the China Securities Regulatory Commission; the plan is reasonable and practically feasible, conducive to enhancing the company’s asset quality and sustainable operating capabilities, and in the best interests of all shareholders.

2) The valuation institution undertaking the valuation work for this major asset restructuring possesses the requisite business qualifications as stipulated in the Securities Law of the People’s Republic of China; furthermore, neither the valuation institution nor its engaged valuers have any affiliations with any party to this transaction other than their professional relationship, nor do they have any actual or anticipated interests or conflicts of interest, thereby ensuring full independence. The valuation conducted by such institution is in compliance with the principles and requirements of objectivity, fairness, and independence.

3) The final transaction price for the target assets involved in this major asset restructuring is based on the results of the asset valuation report and has been determined through negotiation between the Company and the counterparty, ensuring that the transaction price is fair. The pricing for this major asset restructuring is in accordance with applicable laws and regulations, and is both fair and reasonable.

In summary, we endorse the relevant provisions of the Company’s proposed major asset restructuring transaction and agree to submit the corresponding proposal for consideration at the Eighth Meeting of the Ninth Session of the Board of Directors.

(2) Approve the submission of the proposal concerning the related-party financing lease transaction and external guarantee matters with Shaanxi Yiming Food Co., Ltd. (“Shaanxi Yiming”) to the Eighth Meeting of the Ninth Session of the Company’s Board of Directors for deliberation.

8. On September 26, 2022, issued an independent opinion on the significant matters considered at the eighth meeting of the ninth session of the Company’s Board of Directors:

(1) Regarding this Major Asset Purchase and Related Party Transaction

1) Prior to being submitted for consideration at this Board meeting, the relevant proposals pertaining to this transaction were first reviewed by us and have already received our prior approval.

2) This major asset acquisition plan complies with applicable laws, regulations, and other normative documents, meets the substantive requirements for a major asset restructuring, does not fall under the circumstances of a backdoor listing as stipulated in Article 13 of the Measures for the Administration of Major Asset Restructuring of Listed Companies, and is therefore feasible and free from any significant legal or policy obstacles.

3) This transaction constitutes a related-party transaction; in the course of deliberating the relevant proposals, the related directors recused themselves from voting. The convening, holding, and voting procedures of this board meeting were in full compliance with applicable laws and regulations, normative documents, and the provisions of the Company’s Articles of Association.

4) The contents of the “Draft Report on the Major Asset Acquisition and Related Party Transactions of Bingshan Refrigeration Technology Co., Ltd.” and its summary comply with the relevant laws, regulations, and normative documents and are feasible. We approve the contents of the “Draft Report on the Major Asset Acquisition and Related Party Transactions of Bingshan Refrigeration Technology Co., Ltd.” and its summary.

5) The Conditional Equity Transfer Agreement that the Company intends to enter into with Panasonic Appliances China, Sanyo Electric, and Panasonic Cold Chain complies with the provisions of relevant laws, regulations, and normative documents, including the Civil Code of the People’s Republic of China, the Company Law of the People’s Republic of China, and the Measures for the Administration of Major Asset Restructuring of Listed Companies.

6) This transaction will help enhance the quality of the company’s assets, improve its financial position and strengthen its sustainable profitability, thereby promoting the company’s long-term development and aligning with the interests of the listed company and all shareholders.

7) The relevant reports issued by the associated intermediary agencies comply with the principles of objectivity, independence, impartiality, and scientific rigor. The transaction price for the target assets is based on the final asset valuation results provided by the appraisal agency and has been determined through mutual agreement between the parties, ensuring that the pricing is fair and reasonable and will not prejudice the interests of the Company and its shareholders, particularly small and medium-sized shareholders.

8) This transaction will not dilute the Company’s immediate earnings per share. Should such dilution occur, the Company has formulated practical and feasible measures to offset the dilution, and the relevant parties have committed to faithfully implementing these measures, thereby effectively safeguarding the interests of all shareholders.

9) The authorization granted by the Company’s Shareholders’ Meeting to the Board of Directors to handle matters related to the acquisition of material assets falls within the scope of the Shareholders’ Meeting’s powers; moreover, such authorization facilitates the implementation of the proposed acquisition and is in the best interests of the Company and its shareholders.

In summary, we unanimously approve the Company’s proposed major asset acquisition, endorse the Report on the Major Asset Acquisition and Related Party Transactions, as well as the other related proposals, and undertake to oversee the Company’s lawful and orderly execution of this major asset acquisition to effectively safeguard the interests of all shareholders. We further agree to submit the aforementioned proposals relating to the major asset acquisition to the Company’s Shareholders’ Meeting for consideration.

(2) Related-party financing lease transactions and external guarantees pertaining to the Shaanxi Yiming Project

This related-party transaction is fair, with pricing determined in accordance with market principles and at arm’s length, thereby safeguarding the interests of the Company and its minority shareholders. It also helps strengthen financing across the cold- and heat-chain value chain, boost sales, and accelerate receivables collection. Furthermore, the voting procedures for this related-party transaction were lawful, and the affiliated directors duly recused themselves. We unanimously approve this related-party financial leasing transaction.

The counterparty in this external guarantee, which is structured as a finance lease, demonstrates strong creditworthiness. The company’s innovative sales model is conducive to improving its cash flow, and the shareholders of the guaranteed party, together with relevant legal entities, will provide full joint and several counter-guarantees to the company. Overall, the company’s guarantee risk remains manageable and does not prejudice the legitimate rights and interests of the company or its minority shareholders. We unanimously approve this external guarantee.

9. On November 13, 2022, prior approval was granted for the related-party transaction involving the transfer of equity in Panasonic Cold Chain (Dalian) Co., Ltd., and it was agreed to submit this matter for consideration at the 11th Meeting of the 9th Board of Directors.

10. On November 18, 2022, an independent opinion was issued regarding the matter of the transfer of equity in Panasonic Cold Chain (Dalian) Co., Ltd. as deliberated at the 11th Meeting of the 9th Board of Directors:

This related-party transaction is fair and does not prejudice the interests of the Company or its minority shareholders; moreover, it will help optimize the Company’s asset structure and enhance its core business performance. The voting procedure for this related-party transaction was lawful, and the affiliated directors duly recused themselves. All parties unanimously approved the equity transfer.

III. On-site Inspection Findings

In 2022, we conducted on-site inspections by attending in-person meetings, reviewing materials from the company’s board of directors’ meetings, studying the company’s business plans, and engaging in in-depth discussions with senior management. Through these on-site inspections, we put forward recommendations to promote the company’s compliant operations and healthy development, and diligently fulfilled our duties to safeguard the legitimate rights and interests of minority shareholders.

IV. Work of the Company’s Board Committees

1. Status of Work on the Company’s Board Audit Committee

As members of the Audit Committee established under the Company’s Board of Directors, we discharge our duties in accordance with the Company’s Implementing Rules for the Board Audit Committee and the Audit Committee Annual Report Work Procedures, overseeing the Company’s internal audit system and its implementation, reviewing the Company’s financial information and disclosures, and evaluating the work of external auditing firms.

2. Status of Work on the Company’s Board of Directors’ Compensation and Assessment Committee

As members of the Compensation and Assessment Committee established under the Company’s Board of Directors, we have fulfilled our duties in accordance with the Company’s Implementing Rules for the Board of Directors’ Compensation and Assessment Committee and reviewed the annual compensation of the Company’s directors, supervisors, and senior management.

Independent Directors: Zhai Yunling, Liu Yuanyuan, and Yao Hong

May 25, 2023