Beijing Global Law Firm

About Bingshan Cold & Heat Technology Co., Ltd.

2022 of the Second Extraordinary General Meeting of the Year

Legal Opinion

GLO2022BJ (French) Number 10183 Number

Iceberg Cold & Heat Technology Co., Ltd.:

Beijing Global Law Firm (hereinafter referred to as “the Firm”) has accepted the engagement of BingShan Cold & Heat Technology Co., Ltd. (hereinafter referred to as “the Company”) and has appointed the Firm Attorney Xu Huijie, Attorney Zhang Yanting, Zhang Yaxin Attorney attends the company 2022 the Second Extraordinary General Meeting of the Year (hereinafter referred to as “this General Meeting”), in accordance with the Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”), the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), and the Rules for General Meetings of Listed Companies, (hereinafter referred to as the “Rules of the Shareholders’ Meeting”) and other currently effective laws, regulations, and normative documents, as well as the Implementation Rules for Online Voting at Shareholders’ Meetings of Listed Companies of the Shenzhen Stock Exchange (hereinafter referred to as “ Detailed Rules for Online Voting ” ）、 the Articles of Association of BingShan Cold & Hot Technology Co., Ltd. (hereinafter referred to as the “Articles of Association”) Wait It is hereby stipulated that this shareholders’ meeting shall be witnessed on-site, and a legal opinion shall be issued.

The issuance of this Legal Opinion by the Firm is premised on the following: all documents and photocopies provided by the Company to the Firm’s attorneys are true and valid; and all identification documents presented to the Firm’s attorneys by the shareholders and shareholder representatives in attendance are true and valid.

The attorneys of this firm shall only render an opinion on the convening and holding procedures of this shareholders’ meeting, the qualifications of the persons attending the meeting, the qualifications of the convener, and the voting procedures of the meeting. and This Legal Opinion addresses only the legality of the voting results and does not comment on the content of the proposals under consideration at this Shareholders’ Meeting, nor on the truthfulness or accuracy of the facts or data set forth in such proposals. The Firm agrees that the Company may publicly disclose this Legal Opinion together with other information disclosure materials for this Shareholders’ Meeting, and undertakes legal liability for the legal opinions expressed herein.

In accordance with the industry-recognized standards of practice, ethical codes, and the principle of due diligence and conscientious performance of duties, the attorneys of this firm hereby render the following legal opinion with respect to the present shareholders’ meeting:

I. Procedures for Convening and Holding This Shareholders’ Meeting

The company was in 2022 year 9 month 26 On [date], the Eighth Meeting of the Ninth Board of Directors was held, at which the following proposals were reviewed and approved: “Proposal on the Compliance of the Company’s Current Major Asset Acquisition and Related-Party Transaction with Relevant Legal and Regulatory Requirements,” “Proposal on the Plan for the Current Major Asset Acquisition and Related-Party Transaction,” “Proposal on the Classification of This Transaction as a Related-Party Transaction,” and “Proposal on…” < Report on the Major Asset Acquisition and Related Party Transaction of BingShan Cold & Heat Technology Co., Ltd. (Draft) > “the Proposal on the Summary thereof” and “Regarding the Company’s Execution of the ‘Conditional Equity Transfer Agreement’” > the proposal,” and “Regarding the compliance of this transaction with < Administrative Measures for Major Asset Restructuring of Listed Companies > “Relevant Provisions of Article 11 and Motions Not Subject to the Provisions of Articles 43 and 44,” “Regarding the Compliance of This Transaction with” < Provisions on Several Issues Concerning the Standardization of Major Asset Restructurings of Listed Companies > “Proposal on the Relevant Provisions of Article 4,” “Regarding the Fact That the Company’s Current Transaction Does Not Constitute” < Administrative Measures for Major Asset Restructuring of Listed Companies > “The Proposal on Restructuring and Listing as Stipulated in Article 13,” “Regarding the Fact that the Relevant Parties to This Transaction Do Not, According to…” < Regulatory Guidance for Listed Companies No. 7 Number —— Regulation of Abnormal Stock Trading Related to Major Asset Restructurings of Listed Companies > Article 13: “Motions Regarding Circumstances Where No Participation in Any Major Asset Restructuring of a Listed Company Is Permitted,” “Regarding the Situation Where Fluctuations in the Stock Price of a Listed Company Have Not Reached” < Self-Regulatory Supervision Guidelines for Listed Companies of the Shenzhen Stock Exchange No. 8 Number —— Major Asset Restructuring > “Explanation of Relevant Standards under Article 13,” “Proposal on the Completeness and Compliance of the Statutory Procedures for the Company’s Current Transaction and the Validity of the Submitted Legal Documents,” “Proposal on the Independence of the Valuation Agency, the Reasonableness of the Valuation Assumptions, the Relevance of the Valuation Methods to the Valuation Objectives, and the Fairness of the Valuation Pricing,” “Proposal on the Dilution of the Company’s Immediate Returns Resulting from This Transaction and the Measures to Offset Such Dilution,” “Proposal on Approving the Audit Report, Pro Forma Review Report, and Valuation Report Related to This Transaction,” “Proposal on Applying to Banks for M&A Loans,” “Proposal on Requesting the Shareholders’ Meeting to Authorize the Board of Directors to Handle All Matters Related to This Transaction on a Full-Authority Basis,” “Proposal on Requesting the Convening of” 2022 “Proposal for the Second Extraordinary General Meeting of the Year to Deliberate Matters Related to This Transaction” and “Proposal on Entering into a Financial Leasing Sales Cooperation with Dalian Bingshan Group Huahuida Financial Leasing Co., Ltd.” and “Proposal on Providing Guarantees for Shaanxi Yiming Food Co., Ltd.” and other matters.

2022 year 9 month 27 On [date], the company published in the China Securities Journal. 、 Hong Kong Commercial Daily and the Cninfo website have published the “Announcement on the Resolutions of the Eighth Meeting of the Ninth Session of the Board of Directors of Bingshan Refrigeration Technology Co., Ltd.” and the “Bingshan Refrigeration Technology Co., Ltd.’s Notice on Convening” 2022 Notice of the Second Extraordinary General Meeting of Shareholders for the Year (hereinafter referred to as the “Meeting Notice”). The Meeting Notice sets forth the time and venue of the meeting, the convener, the method of convening the meeting, the record date for shareholding, the matters to be considered at the meeting, the eligible attendees, the procedures for registering to attend, the registration venue, and contact information, among other details.

The on-site meeting of this shareholders’ general meeting was held at 2022 year 11 month 1 day down Noon 3:00 On Liaohe East Road in the Dalian Economic and Technological Development Zone 106 Number Company The meeting was held in the conference room. The meeting was chaired by the company. Chairman Ji Zhijian The chairperson presides, and the shareholders attending the meeting (including the shareholders themselves and their authorized proxies, hereinafter collectively referred to as “Shareholders”) shall… Meeting The proposals listed in the notice were reviewed and put to a vote. The time, venue, and agenda of this shareholders’ meeting were as per Meeting Consistent with the contents listed in the notice.

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 2022 year 11 month 1 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 2022 year 11 month 1 Morning 9:15 By the afternoon 3:00 At any time during the period. The timing and method of online voting shall be consistent with the contents of the meeting notice announcement.

Upon verification by the attorneys of this firm, the convening and conduct of the Company’s current shareholders’ meeting comply with the provisions of the Company Law, the Securities Law, the Rules on Shareholders’ Meetings, and other applicable laws, regulations, normative documents, and the Company’s Articles of Association, and are therefore lawful and valid.

II. Qualifications of Persons Attending This Shareholders’ Meeting and Qualifications of the Convenor

（ One ) Qualifications of Persons Attending This Shareholders’ Meeting

Upon verification by the attorneys of this firm, the shareholders and their proxies attending this shareholders’ meeting are as follows:

1 , Shareholders and their proxies attending the on-site meeting of this shareholders’ meeting 6 Name, representing shares 173,073,834 shares, representing the total number of the company’s voting shares 20.52%。 Our firm’s attorneys Verified Identification documents, shareholding certificates, power of attorney, and the company’s… of shareholders and shareholder proxies attending the meeting Record Date for Equity The register of shareholders and other relevant certificates and materials confirm that the aforementioned shareholders and their proxies are 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. 28 Name, total shares held in the company 1,243,100 shares, representing the total number of the company’s voting shares 0.15% 。

In summary, upon verification, a total of shareholders and their proxies attended the Company’s current shareholders’ meeting. 34 Name, representing shares 174,316,934 shares, representing the total number of the company’s voting shares 20.67% . Except for the aforementioned shareholders and their proxies, those in attendance and attend Also in attendance at this shareholders’ meeting were certain directors, supervisors, senior management personnel of the company, and attorneys from our firm.

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

The attorneys of this firm are unable to, Attend this shareholders’ meeting Online Voting of Shareholder of The eligibility of shareholders participating in the online voting has been verified, and, provided that all such shareholders meet the requirements stipulated by laws, administrative regulations, normative provisions, and the Company’s Articles of Association, the relevant shareholders attending the meeting are duly qualified.

(II) Qualification of the Convenor of This Shareholders’ Meeting

The convener of this shareholders’ meeting is the Company’s Board of Directors.

In summary ， The attorneys of this firm are of the opinion that the qualifications of the attendees and the convener of this shareholders’ meeting comply with the provisions of the Company Law, the Securities Law, other applicable laws, regulations, normative documents, and the Articles of Association of the Company, and are therefore lawful and valid.

III. Voting Procedures and Results of This Shareholders’ Meeting

Upon verification by the attorneys of this firm, the following proposals were deliberated and adopted at this shareholders’ meeting: “Proposal on the Compliance of the Company’s Current Major Asset Acquisition and Related-Party Transaction with Relevant Laws and Regulations,” “Proposal on the Plan for the Current Major Asset Acquisition and Related-Party Transaction,” “Proposal on the Qualification of This Transaction as a Related-Party Transaction,” and “Regarding…” < Report on the Major Asset Acquisition and Related Party Transaction of BingShan Cold & Heat Technology Co., Ltd. (Draft) > “the Proposal on the Summary thereof” and “Regarding the Company’s Execution of the ‘Conditional Equity Transfer Agreement’” > the proposal,” and “Regarding the compliance of this transaction with < Administrative Measures for Major Asset Restructuring of Listed Companies > “Relevant Provisions of Article 11 and Motions Not Subject to the Provisions of Articles 43 and 44,” “Regarding the Compliance of This Transaction with” < Provisions on Several Issues Concerning the Standardization of Major Asset Restructurings of Listed Companies > “Proposal on the Relevant Provisions of Article 4,” “Regarding the Fact That the Company’s Current Transaction Does Not Constitute” < Administrative Measures for Major Asset Restructuring of Listed Companies > “The Proposal on Restructuring and Listing as Stipulated in Article 13,” “Regarding the Fact that the Relevant Parties to This Transaction Do Not, According to…” < Regulatory Guidance for Listed Companies No. 7 Number —— Regulation of Abnormal Stock Trading Related to Major Asset Restructurings of Listed Companies > Article 13: “Motions Regarding Circumstances Where No Participation in Any Major Asset Restructuring of a Listed Company Is Permitted,” “Regarding the Situation Where Fluctuations in the Stock Price of a Listed Company Have Not Reached” < Self-Regulatory Supervision Guidelines for Listed Companies of the Shenzhen Stock Exchange No. 8 Number —— Major Asset Restructuring > “Explanation of Relevant Standards under Article 13,” “Proposal on the Completeness and Compliance of the Statutory Procedures for the Company’s Current Transaction and the Validity of the Submitted Legal Documents,” “Proposal on the Independence of the Valuation Agency, the Reasonableness of the Valuation Assumptions, the Relevance of the Valuation Methods to the Valuation Objectives, and the Fairness of the Valuation Pricing,” “Proposal on the Dilution of the Company’s Immediate Returns Resulting from This Transaction and the Measures to Offset Such Dilution,” “Proposal on Approving the Audit Report, Pro Forma Review Report, and Valuation Report Related to This Transaction,” and “Proposal on Requesting the Shareholders’ Meeting to Authorize the Board of Directors to Handle All Matters Related to This Transaction on a Full-Power Basis.”

Upon verification by the firm’s attorneys, the proposals actually considered at this shareholders’ meeting are consistent with those announced in the notice of the meeting, and no amendments were made to the original proposals at this shareholders’ meeting. Proposal and propose new Proposal the situation.

Upon verification by the attorneys of this firm, the on-site meeting of this shareholders’ general meeting appointed shareholder representatives, supervisory board representatives, and the firm’s attorneys to jointly conduct vote counting and supervision. Based on the voting results, the chairperson of this shareholders’ general meeting announced the on-site voting results on the spot.

The attorneys of this firm are of the opinion that the voting procedures and results of this shareholders’ meeting comply with the provisions of the Company Law, the Securities Law, the Rules on Shareholders’ Meetings, and other applicable laws, regulations, normative documents, as well as the Detailed Rules on Online Voting and the Articles of Association, and are therefore 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, the qualifications of the persons attending the meeting, the qualifications of the convener, as well as the voting procedures and results thereof, all comply with the provisions of the Company Law, the Securities Law, the Rules on Shareholders’ Meetings, and other applicable laws, regulations, normative documents, and the Company’s Articles of Association, and are therefore lawful and valid.

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