2022 Document No. 2 for the Second Extraordinary General Meeting of the Year

Proposal on the Plan for This Major Asset Acquisition and Related Party Transaction

Dear Shareholders:

The Company intends to acquire the respective equity interests in Panasonic Compressors and Panasonic Refrigeration Equipment by paying cash to Sanyo Electric, Panasonic China, and Panasonic Cold Chain. The specific plan is as follows:

I. Transaction Overview

The Company proposes to acquire, by way of cash payment, a 60% equity interest in Panasonic Compressor from Sanyo Electric; a 30% equity interest in Panasonic Refrigeration from Panasonic China; and a 25% equity interest in Panasonic Cold Chain from Panasonic Cold Chain. This transaction constitutes a major asset restructuring and a related-party transaction, but does not constitute a backdoor listing. Prior to this transaction, the Company held a 40% equity interest in Panasonic Compressor and a 20% equity interest in Panasonic Refrigeration; upon completion of this transaction, the Company will directly or indirectly hold 100% equity interests in both Panasonic Compressor and Panasonic Refrigeration.

II. Counterparty

The counterparties to this transaction are Sanyo Electric, Panasonic China, and Panasonic Cold Chain.

III. Underlying Assets

The assets subject to this transaction comprise a 60% equity interest in Panasonic Compressor held by Sanyo Electric, a 30% equity interest in Panasonic Refrigeration China held by Panasonic China, and a 25% equity interest in Panasonic Cold Chain held by Panasonic Cold Chain.

IV. Pricing Basis and Transaction Price

According to the report issued by Liaoning Zhonghua Asset Appraisal Co., Ltd. (hereinafter referred to as “Zhonghua Appraisal”), Panasonic Compressors Involved in the Proposed Equity Acquisition by BingShan Cold & Heat Technology Co., Ltd. ( Dalian ) “Asset Valuation Report on the Total Equity Value of the Shareholders of the Limited Liability Company” (Zhonghua Pingbao Zi [2022] No. 092) ) (hereinafter referred to as “ “Asset Valuation Report for Panasonic Compressors” ”), “Iceberg Cold & Heat Technology Co., Ltd. intends to implement an equity acquisition involving “Asset Valuation Report on the Equity Value of All Shareholders of Panasonic Refrigeration Systems (Dalian) Co., Ltd.” (Zhonghua Pingbao Zi [2022] No. 093) (hereinafter referred to as the “Panasonic Refrigeration Asset Valuation Report”) was prepared by Zhonghua Appraisal, which designated May 31, 2022, as the valuation base date. The report appraised the equity value of all shareholders of the target company using both the income approach and the asset-based approach. For the market value of the equity interest in Panasonic Compressor, the income approach valuation result was adopted as the final appraisal conclusion; for the market value of the equity interest in Panasonic Refrigeration, the asset-based approach valuation result was adopted as the final appraisal conclusion.

According to the “Asset Valuation Report on Panasonic Compressors” and the “Asset Valuation Report on Panasonic Chillers” issued by Zhonghua Appraisal, the market value assessment results for the shareholders’ equity of the target company are as follows:

Unit: ten thousand yuan

Following amicable negotiations between the Company and the counterparty, and based on the aforementioned valuation results, the transaction price for a 60% equity interest in Panasonic Compressor is RMB 929.148 million, while the transaction price for a 55% equity interest in Panasonic Refrigeration is RMB 81.7351 million, resulting in a total consideration of RMB 1,010.8831 million for all assets subject to this transaction.

V. Consideration Payment Method and Payment Term

Pursuant to the Conditional Equity Transfer Agreement executed by the Company and the Counterparty, the Company shall, within 30 days after the issuance date of the new business license pertaining to this equity transfer, remit the agreed-upon consideration to the bank account designated by the Counterparty.

VI. Arrangements for Gains and Losses During the Transition Period

Pursuant to the Conditional Share Transfer Agreement for Panasonic Compressor (Dalian) Co., Ltd. executed between the Company and Sanyo Electric, any profits generated by Panasonic Compressor during the period from the valuation base date to the closing date shall be entitled to the Company, while any losses incurred shall be borne by Sanyo Electric in proportion to its equity interest in Panasonic Compressor held prior to this transaction. The amount of such profit or loss for the aforementioned period shall be audited and confirmed by an auditing institution, and Sanyo Electric shall, within 30 days from the date on which the auditing institution approves such amount, make full payment in cash directly to the Company.

Pursuant to the Conditional Share Transfer Agreement for Panasonic Refrigeration Systems (Dalian) Co., Ltd. entered into by the Company, Panasonic China, and Panasonic Cold Chain, any profits or losses generated by Panasonic Refrigeration from the valuation base date to the closing date shall be enjoyed by and borne by the Company.

VII. Transfer of Ownership of the Underlying Assets

Pursuant to the Conditional Share Transfer Agreement executed by the parties, the counterparty and the Company shall, within ten (10) business days after the Conditional Share Transfer Agreement becomes effective and the Company receives from the State Administration for Market Regulation a decision not to conduct further review, a decision not to prohibit, or a notice of approval for the withdrawal of the filing with respect to the concentration of undertakings involved in this restructuring, jointly effect the registration of the change. The share transfer shall be deemed complete on the date when the relevant registration authority has completed the registration of the change and the Target Company has obtained its new business license.

VIII. Staff Placement and Handling of Creditor Rights and Debts

This equity transfer does not involve any employee placement arrangements; the labor relationships between the target company and its employees shall remain unchanged as a result of this equity transfer. This equity transfer also does not entail the handling of any outstanding receivables or payables; prior to and following this equity transfer, all receivables and payables of the target company shall continue to be borne by the target company itself.

IX. Liability for Breach of Contract

Pursuant to the Conditional Equity Transfer Agreement executed by the parties, the liability for breach of contract shall be as follows:

Except in cases of force majeure, if a party to the contract breaches any obligation stipulated in the contract, such party shall compensate the other party for all losses incurred as a result of such breach. If the complying party, by written notice, demands that the breaching party remedy the breach, and the breaching party fails to do so within thirty (30) days, the complying party shall, in addition to its right to claim damages, also have the right to terminate the contract.

Where one party breaches the contract, any delay by the other party in pursuing liability for such breach or in submitting a proposed remedy shall not be deemed a waiver of the rights or remedies available under the contract.

If, prior to the completion of the closing of this equity transfer, the Target Company incurs any violations of laws or regulations that result in fines, late-payment penalties, or other administrative measures or sanctions imposed by competent authorities—including, but not limited to, those under the Administration for Market Regulation, tax authorities, labor and social security authorities, and housing provident fund authorities—after the valuation base date, or if the Target Company is required to make retroactive payments of corresponding amounts, the Company and the Counterparty shall each bear the corresponding losses (including, but not limited to, arbitration fees, notarization fees, and attorney’s fees) in proportion to their respective equity interests in the Target Company held prior to this transaction. In particular, the portion attributable to the Counterparty shall be paid in cash to the Company within 30 days from the date such event occurs. However, the foregoing provisions of this clause shall apply only to circumstances discovered on or before December 31, 2023, that arose at the Target Company between January 1, 2020, and the Closing Date.

If the counterparty fails to cooperate with the target company in completing the relevant industrial and commercial change registration procedures for this transaction within the time stipulated in the contract for more than three days, the Company shall have the right to unilaterally terminate the Conditional Effective Equity Transfer Agreement and to claim compensation from the counterparty for all losses incurred as a result.

If the Company fails to pay the transfer consideration within the prescribed time limit and, after being urged by the Counterparty, still fails to make such payment within ten (10) days, the Company shall pay the Counterparty a default penalty at a rate of 0.05% per day on the overdue amount.

X. Term of Validity of the Resolution

The resolution for this transaction shall be valid for a period of 12 months from the date of approval by the shareholders’ meeting.

Please review the above report.

                             2022 November 1st, Year