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Iceberg Cold & Heat Technology Co., Ltd.

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7. Proposal Regarding the Compliance of This Transaction with the Relevant Provisions of Article 4 of the “Provisions on Several Issues Concerning the Standardization of Major Asset Restructurings of Listed Companies”

2022 Document No. 7 of the Second Extraordinary General Meeting of the Year

Proposal on the Compliance of This Transaction with the Relevant Provisions of Article 4 of the Regulations on Several Issues Concerning the Standardization of Major Asset Restructurings of Listed Companies

Dear Shareholders:

The Company’s Board of Directors has carefully assessed whether the proposed transaction complies with Article 4 of the Provisions on Several Issues Concerning the Standardization of Major Asset Restructurings of Listed Companies issued by the China Securities Regulatory Commission, as follows:

1 The assets subject to this transaction are a 60% equity interest in Panasonic Compressor and a 55% equity interest in Panasonic Refrigeration; no approval procedures related to project initiation, environmental protection, industry access, land use, planning, or construction are involved. The approval matters pertaining to this transaction have been disclosed in the “Draft Report on Major Asset Acquisition and Related Party Transactions of Bingshan Cold & Heat Technology Co., Ltd.,” which also includes a specific risk warning regarding the possibility that such approvals may not be obtained.

2 Prior to the announcement of the resolution passed at the first board meeting in connection with this transaction, the counterparty legally held full and complete rights in the target company; the target company was free from any situation involving false capital contributions by its shareholders or any other circumstances that might jeopardize its lawful existence; nor did any such circumstances exist that could impede the delivery of the target assets or the completion of the transfer of ownership.

3 Upon completion of this transaction, the listed company will directly or indirectly hold 100% equity interest in Panasonic Compressor and Panasonic Refrigeration. This transaction will enhance the integrity of the listed company’s assets, expand its business scope, strengthen its risk resilience, and elevate its core competitiveness, without impairing its independence in areas such as operations, assets, finance, personnel, and corporate structure.

4 This transaction will help the listed company enhance asset quality, improve its financial position, and strengthen its sustainable profitability, while enabling it to focus on its core business and bolster its risk resilience. Following the transaction, the proportions of related-party sales and related-party purchases in the listed company’s operations will both decline. Moreover, no同业 competition exists among the listed company, the target company, and the counterparty to the transaction. Consequently, this transaction will facilitate the listed company in enhancing its independence, reducing related-party transactions, and avoiding同业 competition.

In summary, the Company’s Board of Directors is of the view that this transaction complies with the relevant provisions of Article 4 of the “Provisions on Several Issues Concerning the Standardization of Major Asset Restructurings of Listed Companies” issued by the China Securities Regulatory Commission.

Please review the above report.

2022 November 1st, Year