Iceberg Cold & Heat Technology Co., Ltd.

Annual Report on the Performance of Independent Directors for 2021

Dear Shareholders:

2021 In the year under review, as independent directors of Bingshan Cold & Heat Technology Co., Ltd. (hereinafter referred to as the “Company”), we attended the Company’s board meetings and shareholder general meetings on schedule 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. Guided by the principle of safeguarding the legitimate rights and interests of all shareholders, particularly those representing the general public, we placed great emphasis on conducting routine visits to the Company and undertaking investigative research, closely monitoring developments in the Company’s operations, rigorously reviewing proposals on significant matters, and exercising our voting rights and expressing independent opinions with due diligence.

I. Attendance at Board Meetings and Shareholders’ General Meetings in 2021

1 , Attendance at Board Meetings

Note: Dai Dashuang, Liu Jiwei, and Wang Yan were the company’s former independent directors.

2 , Attendance at the Shareholders’ Meeting

2021 In the year, the company held two shareholders’ meetings, and we attended all of them.

II. Status of Independent Opinions Issued in 2021

1 On March 10, 2021, the Company granted prior approval for the related-party transaction concerning the proposed acquisition of equity in Dalian Bingshan Group Huahuida Financial Leasing Co., Ltd., to be considered at the 15th Meeting of the 8th Board of Directors, and agreed to submit the matter for deliberation at such meeting.

2 On March 19, 2021, an independent opinion was issued regarding the matters discussed at the 15th meeting of the Company’s 8th Board of Directors concerning the acquisition of equity in Dalian Bingshan Group Huahuida Financial Leasing Co., Ltd.: This related-party transaction is fair and does not prejudice the interests of the Company or its minority shareholders; moreover, it will help the Company strengthen financing across the cold- and heat-chain industries and boost sales and receivables collection. The voting procedure for this related-party transaction was lawful, and the affiliated directors duly recused themselves. The Board unanimously approved the equity acquisition.

3 , April 9, 2021, regarding The Company hereby grants its prior approval for the matters to be considered at the 16th Meeting of the 8th Board of Directors:

(1) Report on the Company’s Estimated Routine Related-Party Transactions for the Year 2021

We believe that 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 operating and development needs, involve reasonable transaction prices, and do not prejudice the interests of the Company or its non-affiliated shareholders. We therefore approve the submission of this report for consideration at the 16th Meeting of the 8th Board of Directors.

(2) Report on the Appointment of the Company’s 2021 Audit Firm

We agree to re-appoint ShinWing Certified Public Accountants (Special General Partnership) as the Company’s auditor for the year 2021 and to submit this report for consideration at the 16th Meeting of the 8th Board of Directors.

4 , April 22, 2021, The independent opinion on the significant matters deliberated at the 16th Meeting of the 8th Board of Directors of the Company, as well as other significant matters of the Company, is set forth below:

(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 Special Fund under the China Development Bank Investment Fund was extended into the reporting period. Although formally structured as a guarantee for the controlling shareholder, such arrangement is, in substance, intended to secure funding support for the Company itself. We have granted prior approval for the aforementioned related-party transaction and issued a unanimous independent opinion in favor of it.

Upon review, it has been determined that the matter of Wuhan New World Refrigeration Industry Co., Ltd., a subsidiary of the Company, providing joint and several liability guarantee for bank loans obtained by its customer, Anhui Songze Energy Co., Ltd., due to project requirements, was extended into the reporting period. This guarantee is necessary for the Company’s normal production and business operations, and appropriate counter-guarantee measures have been put in place, thereby ensuring that risks are manageable and do not prejudice the interests of the Company or its shareholders, particularly small and medium-sized shareholders. Accordingly, we have issued a unanimous independent opinion in favor of this arrangement.

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

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

In summary, we believe the company has adequately complied with the relevant regulations.

    (2) Opinion on the Company’s Estimated Routine Related-Party Transactions for the Year 2021

The aforementioned routine related-party transactions of the Company are normal and necessary, comply with the relevant provisions of the Rules for the Listing of Stocks and the Company’s Articles of Association, adhere to the principles of openness, fairness, and impartiality, are consistent with the Company’s actual operating and development needs, involve reasonable transaction prices, do not prejudice the interests of the Company or non-affiliated shareholders, and were duly deliberated by the relevant board members, who recused themselves from voting on the matter. There is no conduct that would harm the interests of the Company and its shareholders, particularly small and medium-sized shareholders.

(3) Opinion on the 2020 Compensation of Company Executives

The determination of the 2020 executive compensation was made after a comprehensive assessment of the company’s performance in achieving its 2020 business plan, as well as the progress in implementing the transformation and upgrading strategy and the Shenhan Energy strategy. We unanimously agreed on the determination of the 2020 executive compensation.

(4) Opinion on the Company’s 2020 Internal Control Evaluation Report

We are of the view that the current state of the Company’s internal control system complies with applicable requirements and is consistent with the Company’s actual circumstances; that the internal controls established by the Company have been effectively implemented throughout its production and business operations; and that the Company’s 2020 Internal Control Evaluation Report accurately reflects the aforementioned facts.

In summary, we concur with the Company’s 2020 Internal Control Evaluation Report.

(5) Comments on the Company’s 2020 Corporate Social Responsibility Report

We believe that the Company’s 2020 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.

In summary, we approve the Company’s 2020 Corporate Social Responsibility Report.

(6) Opinions on the Company’s Cash Dividends

The 2020 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 2020, serves the overall interests of the Company, and does not prejudice the interests of the Company or all shareholders, particularly small and medium-sized shareholders. Therefore, we unanimously approve the Company’s provision for asset impairment.

(8) Regarding the Candidates for Directors of the Eighth Board of Directors of the Company

Yin Xide, a non-independent director candidate for the Company’s Eighth Board of Directors, and Zhai Yunling, Liu Yuanyuan, and Yao Hong, independent director candidates, all meet the qualifications for office as prescribed by applicable laws, regulations, and the Company’s Articles of Association. The Board’s nomination procedures for these candidates are in full compliance with relevant national laws, regulations, and the Company’s Articles of Association, and the voting process was conducted in accordance with the law. We unanimously approve Yin Xide, Zhai Yunling, Liu Yuanyuan, and Yao Hong as candidates for directors on the Company’s Eighth Board of Directors.

(9) Opinions on the Company’s Shareholder Return Plan for the Next Three Years (2021–2023)

The “Shareholder Return Plan for the Next Three Years (2021–2023)” of Bingshan Cold & Heat Technology Co., Ltd. is in full compliance with applicable laws and regulations as well as the relevant provisions of the Company’s Articles of Association. It takes into account both the requirements for the company’s sustainable development and shareholders’ desire to obtain reasonable investment returns. The dividend policy is consistent, stable, objective, and reasonable, which helps better protect the interests of investors and fosters a win-win outcome that aligns investor interests with the company’s overall interests. We hereby approve the Shareholder Return Plan for the Next Three Years (2021–2023) formulated by the Company’s Board of Directors.

5 , August 24, 2021, The independent opinion on the significant matters deliberated at the 18th Meeting of the 8th Board of Directors of the Company, as well as other significant matters of the Company, is set forth below:

(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 Special Fund under the China Development Bank Investment Fund was extended into the reporting period. Although formally structured as a guarantee for the controlling shareholder, such arrangement is, in substance, intended to secure funding support for the Company itself. We have granted prior approval for the aforementioned related-party transaction and issued a unanimous independent opinion in favor of it.

Upon review, it has been determined that Wuhan New World Refrigeration Industry Co., Ltd., a subsidiary of the Company, has provided joint and several liability guarantees for bank loans obtained by its customer, Anhui Songze Energy Co., Ltd., to meet project requirements, and such guarantees have been extended through the reporting period. This external guarantee is necessary for the Company’s normal production and business operations, and appropriate counter-guarantees have been put in place, thereby ensuring that risks are manageable and that the interests of the Company and its shareholders, particularly small and medium-sized shareholders, are not harmed. Accordingly, we hereby express our unanimous and independent opinion in favor of the proposal.

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

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

In summary, we believe the company has adequately complied with the relevant regulations.

(2) 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 first half of 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. Therefore, we unanimously approve the Company’s provision for asset impairment.

6 On September 22, 2021, we granted prior approval for the proposed related-party transactions involving financial leasing and external guarantees to be considered at the 19th Meeting of the 8th Board of Directors, and agreed to submit these matters for deliberation at said meeting.

7 On September 29, 2021, the following independent opinion was expressed with respect to the matters deliberated at the 19th Meeting of the 8th Board of Directors of the Company:

This related-party transaction is fair and its pricing adheres to market principles, ensuring that the price is equitable and does not prejudice the interests of the company or its minority shareholders. Moreover, it will help the company strengthen financing across the cold-and-hot-chain industries, boost sales, and accelerate receivables collection. The voting procedure for this related-party transaction was lawful, and the affiliated directors duly recused themselves. All parties unanimously approved this related-party financial 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 guarantor’s shareholders and relevant natural persons have provided 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.

8、2021 November 19, year We hereby grant prior approval for the related-party transaction concerning the transfer of equity in Panasonic Refrigeration (Dalian) Co., Ltd., which the Company intends to deliberate at the 21st Meeting of the 8th Board of Directors, and agree to submit this matter for consideration at said meeting.

9、2021 November 26th, The independent opinion on the matters related to the transfer of equity in Panasonic Refrigeration (Dalian) Co., Ltd. as deliberated at the 21st meeting of the 8th Board of Directors of the Company is as follows:

This related-party transaction is fair and does not prejudice the interests of the Company or its minority shareholders; moreover, it will help the Company optimize its 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. The Board unanimously approved the equity transfer.

10 On December 23, 2021, the following independent opinion was expressed on the significant matter concerning the candidates for directors of the Company’s Ninth Board of Directors, as deliberated at the 22nd Meeting of the Eighth Board of Directors:

The non-independent director candidates for the Company’s Ninth Board of Directors—Ji Zhijian, Fan Wen, Yin Xide, Song Wenbao, Tang Ye Mao, and Nishimoto Shigeyuki—and the independent director candidates—Zhai Yunling, Liu Yuanyuan, and Yao Hong—all meet the qualifications required by applicable laws, regulations, and the Company’s Articles of Association. The Board’s nomination procedures for these candidates are in full compliance with relevant national laws, regulations, and the Company’s Articles of Association, and the voting process was conducted in accordance with the law. We unanimously approve the nomination of Ji Zhijian, Fan Wen, Yin Xide, Song Wenbao, Tang Ye Mao, Nishimoto Shigeyuki, Zhai Yunling, Liu Yuanyuan, and Yao Hong as candidates for directors on the Company’s Ninth Board of Directors.

III. On-site Inspection Findings

2021 This year, we conducted on-site inspections by attending in-person meetings, reviewing the company’s board meeting deliberation procedures, studying meeting materials, and engaging in in-depth discussions with senior management. Through these on-site inspections, we provided recommendations to ensure the company’s compliant operations and to safeguard the legitimate rights and interests of minority shareholders.

IV. Work of the Company’s Board Committees

1 , Work performed on the Audit Committee of the Company’s Board of Directors

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 , Work of the Compensation and Assessment Committee of the Company’s Board of Directors

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

                             2022 May 18, Year