Liaoning Huaxia Law Firm

About Bingshan Cold & Heat Technology Co., Ltd.

Two O of the First Extraordinary General Meeting of 2021

Legal Opinion

Liaohua Law, upon seeing the words [ 2021 ］ 008 Number

To: Bingshan Cold & Heat Technology Co., Ltd.

In accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”), the Rules for General Meetings of Listed Companies (hereinafter referred to as the “General Meeting Rules”), the Detailed Implementation Rules for Online Voting at General Meetings of Listed Companies of the Shenzhen Stock Exchange (hereinafter referred to as the “Online Voting Rules”), and other relevant laws and regulations, as well as the Articles of Association of Bingshan Cold & Heat Technology Co., Ltd. (hereinafter referred to as the “Articles of Association”), our firm has accepted the engagement of Bingshan Cold & Heat Technology Co., Ltd. (hereinafter referred to as the “Company”) and assigned attorneys Bao Jingxin and Liu Cuimei to attend the… 2021 year 12 month 13 The company convened on [date]. 2021 the Company’s first extraordinary general meeting of shareholders for the year, and to issue a legal opinion on the legality of such matters as the procedures for convening and holding the meeting, the qualifications of persons attending the meeting, the qualifications of the convener, as well as the voting procedures and results of the meeting.

The attorneys of this firm consent to the Company’s publication of this legal opinion as a statutory document for the current shareholders’ meeting and undertake legal liability for the opinions expressed herein in accordance with the law.

In accordance with the industry-recognized standards of practice, ethical norms, and the duty of due diligence expected of lawyers, the attorneys of this firm have reviewed and verified all documents and materials provided by the Company that are relevant to the issuance of this legal opinion. Based on such review and verification, we hereby render the following legal opinion:

I. Procedures for Convening and Holding This Shareholders’ Meeting

(1) This shareholders’ meeting of the Company was convened by the Board of Directors, and the notice of the meeting was issued on 2021 year 11 month 27 The notice was published in the China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website, with the publication date more than fifteen days prior to the date of this shareholders’ meeting. In the notice of the shareholders’ meeting, the company provided clear instructions on the online voting system, the voting period, and the operational procedures.

(2) The on-site session of this shareholders’ meeting was chaired by the Chairman of the Company, and the time, venue, and matters to be considered at the meeting were consistent with those specified in the notice of the meeting.

The company has provided a online voting platform for its shareholders. Specifically, the period for online voting via the Shenzhen Stock Exchange trading system is 2021 year 12 month 13 Morning 9:15-9:25 ， 9:30-11:30 , afternoon 1:00-3:00 ; The specific time for online voting via the Shenzhen Stock Exchange’s Internet Voting System is 2021 year 12 month 13 Morning 9:15 By the afternoon 3:00 at any time. The timing and method of online voting shall be consistent with the contents of the meeting notice announcement.

Upon verification, the attorneys of this firm are of the opinion that the procedures for convening and holding the Company’s current shareholders’ meeting are in compliance with the relevant laws and regulations, including the Company Law, the Securities Law, and the Rules of the Shareholders’ Meeting, as well as the provisions of the Company’s Articles of Association.

II. Qualifications of Attendees and the Convenor of This Shareholders’ Meeting

(1) Upon verification, the attendance of shareholders and their proxies at this shareholders’ meeting is as follows:

1 , a total of shareholders and their proxies attended the on-site meeting of this shareholders’ meeting of the company. 6 Name, representing shares 174,061,413 shares, representing the total number of the company’s voting shares 20.64% The attorneys of this firm have verified the identity documents, shareholding certificates, power of attorney letters, the company’s register of shareholders, and other relevant documents and materials of the shareholders and their proxies attending the meeting, thereby confirming that the aforementioned shareholders and their proxies are duly qualified to attend the shareholders’ meeting.

2 , According to the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd., a total of shareholders cast valid votes through the online voting system at this shareholders’ meeting. 19 Name, total shares held in the company 4,105,881 shares, representing the total number of the company’s voting shares 0.49% 。

In summary, upon verification, a total of shareholders and their proxies attended the Company’s current shareholders’ meeting. 25 Name, representing shares 178,167,294 shares, representing the total number of the company’s voting shares 21.13% 。

(2) In addition to the aforementioned shareholders and their proxies, attendees at this shareholders’ meeting also included certain directors, supervisors, senior management personnel of the Company, and attorneys from our firm.

The attorneys of this firm are of the opinion that the qualifications of the aforementioned persons attending and observing this shareholders’ meeting comply with the provisions of the Company Law, the Rules for Shareholders’ Meetings, and the Articles of Association.

(3) This shareholders’ meeting was convened by the Company’s Board of Directors, and the convener’s qualifications are lawful and valid.

III. Voting Procedures and Results of This Shareholders’ Meeting

(1) Voting Procedure

1 Upon verification by the attorneys of this firm, the matters actually deliberated at this shareholders’ meeting are consistent with the proposals announced by the Company’s Board of Directors, and no amendments were made to the proposals during the course of the meeting. This complies with the relevant provisions of the Company Law, the Rules for Shareholders’ Meetings, and the Company Charter.

2 At the on-site meeting of this shareholders’ general meeting, shareholder representatives, supervisory board representatives, and attorneys from our firm were jointly appointed to conduct the vote-counting and vote-monitoring procedures. The vote-monitoring personnel then tabulated the voting results, which were subsequently announced by the chairperson of the meeting at the venue, including the voting status and outcomes for each proposal, in full compliance with applicable laws, regulations, and the Articles of Association of the Company.

3 The online voting procedure for this shareholders’ meeting was designed in accordance with the provisions of the Detailed Rules on Online Voting, and the total number of voting rights exercised through online voting as well as the voting results were provided to the Company by Shenzhen Securities Information Co., Ltd., thereby complying with applicable laws and regulations.

In summary, the attorneys of this firm are of the opinion that the voting procedures for this shareholders’ meeting comply with the relevant provisions of the Company Law, the Rules of the Shareholders’ Meeting, and the Articles of Association.

(II) Voting Results

At this shareholders’ meeting, the following proposals were reviewed and approved item by item:

Proposal on the Transfer of Equity in Panasonic Refrigeration (Dalian) Co., Ltd.

The aforementioned proposal involves related-party transactions, and the related shareholder, Sanyo Electric Co., Ltd., did not attend this meeting. The proposal was approved by a majority of the voting shareholders present at the meeting, in accordance with the statutory quorum.

Upon verification, the attorneys of this firm are of the opinion that the voting procedures for the Company’s current shareholders’ meeting comply with the provisions of the Company Law, the Securities Law, the Rules on Shareholders’ Meetings, the Detailed Rules on Online Voting, and other applicable laws, regulations, normative documents, as well as the Company’s Articles of Association, and that the results of the vote are lawful and valid.

IV. Concluding Remarks

In summary, the attorneys of this firm are of the opinion that the convening and conduct of the Company’s current shareholders’ meeting comply with the provisions of the Company Law, the Rules for Shareholders’ Meetings, the Detailed Rules on Online Voting, and other applicable laws, regulations, normative documents, as well as the Company’s Articles of Association; that the qualifications of the attendees and the convener of the meeting are lawful and valid; and that the voting procedures and voting results of the meeting are lawful and valid.

(This page contains no substantive text; it is part of “Liaoning Huaxia Law Firm’s Opinion on Bingshan Cold & Heat Technology Co., Ltd.’s 2021” Signature Page of the Legal Opinion on the First Extraordinary General Meeting of the Year

Liaoning Huaxia Law Firm (Seal)               Handling Attorney (Signature):

Person in Charge (Signature):                           Bao Jingxin:               

Jiang Hui:                                    Liu Cuimei ：              

December 13, 2021