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Iceberg Cold & Heat Technology Co., Ltd.

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11. Proposal on the Completeness and Compliance of the Company’s Fulfillment of Statutory Procedures for This Transaction, as well as the Validity of the Submitted Legal Documents

2022 Document No. 11 of the Second Extraordinary General Meeting of the Year

Proposal on the Completeness and Compliance of the Company’s Fulfillment of Statutory Procedures for This Transaction, as well as the Validity of the Submitted Legal Documents

Dear Shareholders:

The Company’s Board of Directors has conducted a thorough review of the completeness and compliance of the statutory procedures followed in connection with this major asset restructuring, as well as the validity of the legal documents submitted. The following is hereby stated:

I. Explanation Regarding the Completeness and Compliance of the Company’s Fulfillment of Statutory Procedures in Connection with This Transaction

(1) To facilitate the completion of this transaction, the Company has engaged audit and valuation firms, legal counsel, and an independent financial advisor qualified to provide financial advisory services, all in compliance with the Securities Law, to render services in connection with this transaction;

(2) During the preliminary consultations between the Company and the counterparty regarding this transaction, the Company implemented necessary and adequate confidentiality measures, executed Confidentiality Agreements with all engaged intermediary institutions to restrict the scope of persons who may access relevant sensitive information, and, in accordance with the requirements of the Shenzhen Stock Exchange, completed the submission and completion of the Transaction Process Memorandum and the relevant materials pertaining to insiders with access to inside information.

(3) On August 4, 2022, the Company issued a Preliminary Announcement Regarding the Planning of a Major Asset Restructuring;

(4) On September 2, 2022, the Company issued the “Announcement on the Progress of Planning a Major Asset Restructuring.”

(5) The Company’s Board of Directors has, in accordance with the requirements of applicable laws, regulations, and normative documents, prepared the Draft Report on this Major Asset Acquisition and other documents required to be submitted;

(6) On September 26, 2022, the Company’s Eighth Meeting of the Ninth Board of Directors reviewed the relevant proposals for this major asset restructuring and made a timely public announcement thereof;

(7) On September 26, 2022, the Company’s Fourth Meeting of the Ninth Session of the Supervisory Board reviewed the relevant proposals pertaining to this major asset restructuring and promptly made an announcement thereof;

(8) This transaction is still subject to approval by the Company’s Shareholders’ Meeting, as well as a decision by the State Administration for Market Regulation not to conduct a further review of the concentration of undertakings involved in this restructuring, a decision not to prohibit such concentration, or a notice of consent to withdraw the filing.

In summary, the Company has, in accordance with applicable laws, regulations, normative documents, and the Articles of Association, duly completed all statutory procedures required at this stage in connection with the present transaction, and such statutory procedures are complete, lawful, and valid.

II. Explanation Regarding the Validity of the Legal Documents Submitted by the Company in Connection with This Transaction

In accordance with the Provisions on the Administration of Major Asset Restructurings of Listed Companies, Guidelines No. 26 on the Content and Format of Information Disclosure by Companies Issuing Securities to the Public—Major Asset Restructuring of Listed Companies, and other applicable laws, regulations, and normative legal documents, the Company’s Board of Directors and all directors hereby make the following declarations and undertakings with respect to the relevant legal documents to be submitted in connection with this major asset restructuring:

The Company hereby declares that the legal documents submitted in connection with this major asset restructuring contain no false records, misleading statements, or material omissions, and undertakes individual and joint liability for the truthfulness, accuracy, and completeness of such documents.

In summary, the Company’s Board of Directors is of the view that the current statutory procedures required for this major asset restructuring have been duly completed. The Board will subsequently ensure that the Company fully complies with all other relevant statutory procedures, thereby ensuring that this major asset restructuring is in full compliance with applicable laws and regulations, departmental rules, normative documents, and the provisions of the Company’s Articles of Association; furthermore, the legal documents submitted by the Company to the Shenzhen Stock Exchange are lawful and valid.

Please review the above report.

2022 November 1st, Year