Iceberg Cold & Heat Technology Co., Ltd.

Accumulate Detailed Implementation Rules for the Voting System

(To be (To be considered at the First Extraordinary General Meeting in 2025)

Chapter 1 General Provisions

Article 1 In order to improve the corporate governance structure of BingShan Cold & Heat Technology Co., Ltd. (hereinafter referred to as the “Company”), standardize the Company’s procedures for electing directors, safeguard the interests of the Company’s minority and medium-sized shareholders, and effectively protect the rights of public shareholders to participate in the selection of directors, these Implementing Rules are hereby formulated in accordance with the Company Law of the People’s Republic of China, the Corporate Governance Guidelines for Listed Companies issued by the China Securities Regulatory Commission, Shenzhen Stock Exchange Self-Regulatory Guidance No. 1 for Listed Companies—Standardized Operations of Main Board Listed Companies, the Articles of Association of the Company, and other relevant provisions.

Article 2 The cumulative voting system referred to in these Implementing Rules means that, at a shareholders’ meeting for the election of directors, each share held by a shareholder that carries valid voting rights entitles the shareholder to a number of votes equal to the total number of directors to be elected at such meeting. The aggregate number of votes held by a shareholder is the product of the number of shares held by the shareholder and the total number of directors to be elected, and such votes may be exercised in a concentrated manner: a shareholder may pool all of its voting rights to cast a single vote for a particular candidate director, or it may distribute its voting rights among several candidate directors. The directors elected shall ultimately be determined according to the number of votes received by each candidate.

Article 3: Where a company elects two or more independent directors, or where a single shareholder and its concert parties hold 30% or more of the company’s shares, the company shall adopt a cumulative voting system when electing two or more directors.

Article 4: For the purposes of these Implementing Rules, the term “director” includes both independent directors and non-independent directors, but does not include employee directors. Directors who are employee representatives shall be elected or replaced through democratic procedures by the company’s employees and are not subject to the relevant provisions of these Implementing Rules.

Chapter 2 Nomination of Director Candidates

Article 5: The nomination of candidates for the company’s board of directors shall comply with the requirements of the Company Law, the Corporate Governance Guidelines for Listed Companies, and other applicable laws and regulations, as well as the Articles of Association of the company. The nomination of independent directors shall also comply with the provisions of the Measures for the Administration of Independent Directors of Listed Companies.

Article 6: When the number of qualified candidates exceeds the number of positions to be filled, a competitive election shall be conducted.

Chapter 3: Voting and Election of Directors

Article 7 The specific steps for the election are as follows:

(1) Method for Calculating Votes under the Cumulative Voting System

1. The cumulative voting entitlement of each shareholder for this shareholders’ meeting shall be calculated by multiplying the number of voting shares held by such shareholder by the number of directors to be elected at this meeting.

2. When the shareholders’ meeting conducts multiple rounds of elections, the cumulative voting rights of each shareholder shall be recalculated based on the number of directors to be elected in each round.

3. Prior to each round of cumulative voting, the Company’s Board Secretary shall announce the cumulative voting votes held by each shareholder. If any shareholder, the Company’s independent directors, the poll watchers for this shareholders’ meeting, or the witnessing counsel objects to the announced results, a prompt verification shall be conducted.

(2) To ensure that the number of independent directors elected complies with the provisions of the Company Charter, the election of independent directors shall be conducted separately from that of non-independent directors, so as to maintain the required proportion of independent directors. The specific procedures are as follows:

1. When electing independent directors, each shareholder’s voting rights shall equal the product of the number of shares held by such shareholder and the number of independent directors to be elected; such votes may be cast only for the company’s candidates for independent director.

2. When electing non-independent directors, each shareholder’s voting rights shall equal the product of the number of shares held by such shareholder and the number of non-independent director positions to be filled; such votes may be cast only for the company’s candidates for non-independent director.

(3) Voting Method:

1. Shareholders’ meeting staff shall distribute ballots for the election of directors. Each voting shareholder must indicate on a ballot the number of shares held in the company and, next to each director being elected, specify the number of voting rights (or “ballots”) exercised in favor of that director.

2. Each shareholder may cast no more director election votes than the maximum number of director election votes to which such shareholder is entitled, and the number of candidate directors for whom votes are cast shall not exceed the number of directors to be elected.

3. If the number of votes cast by a shareholder for a particular director exceeds the maximum number of director seats that such shareholder is entitled to vote for, the votes cast for that director shall be deemed invalid, and all of the shareholder’s votes shall be treated as abstentions.

4. If the number of director candidates nominated exceeds the number of directors to be elected, all votes cast by the shareholder shall be deemed abstentions.

5. If the total number of votes cast by a shareholder on a ballot is less than or equal to the number of valid votes legally held by such shareholder, the ballot shall be deemed valid; any shortfall shall be treated as a waiver of the right to vote.

6. Upon completion of the voting, the vote counters appointed by the Shareholders’ Meeting shall tally the votes and announce the vote totals for each director candidate. The directors shall be elected in accordance with the number of votes received by each candidate.

Article 8: Principles for the Election of Directors:

1. The number and composition of directors elected by the shareholders’ meeting shall comply with the provisions of the Company Charter. The election of director candidates shall be determined based on the number of votes received; however, each elected director must obtain more than one-half of the valid voting shares held by the shareholders present at the shareholders’ meeting (calculated on the basis of non-cumulative shares).

2. If the number of director candidates who receive more than half of the valid voting shares held by shareholders present at the meeting exceeds the number of directors to be elected, the candidates shall be ranked according to the number of votes received, and those with the highest vote totals shall be elected. If the number of elected directors is fewer than the number to be elected, but the total number of elected directors already exceeds two-thirds of the number of board members stipulated in the company’s articles of association, the remaining vacancies shall be filled by election at the next shareholders’ meeting. If the number of elected directors is fewer than the number to be elected and the total number of elected directors falls short of two-thirds of the number of board members prescribed in the articles of association, a second round of election shall be held for the unelected director candidates. If, after the second round of election, the above requirements are still not met, another shareholders’ meeting must be convened within two months following the conclusion of the current meeting to elect the remaining directors.

3. If, due to a tie in the number of votes received by two or more candidates, it is impossible to determine which candidate(s) shall be elected, a second round of election shall be held among such candidates. If the second round of election still fails to determine the elected candidates, a new election shall be conducted at the next shareholders’ meeting. If, as a result, the total number of directors already elected falls short of more than two-thirds of the number of board members prescribed in the company’s articles of association, a subsequent shareholders’ meeting must be convened within two months after the conclusion of the current meeting to elect the remaining directors.

Article 9 Prior to the shareholders’ meeting’s vote on director candidates, the chair of the meeting shall clearly inform all attending shareholders that a cumulative voting system will be employed for the election of directors. The board of directors shall provide ballot papers suitable for the implementation of the cumulative voting system to ensure that shareholders can properly exercise their voting rights.

Chapter IV Supplementary Provisions

Article 10: Matters not covered in these Implementing Rules shall be governed by applicable national laws, regulations, normative documents, and the Articles of Association of the Company.

Article 11 These Implementing Rules shall come into effect upon approval by the Shareholders’ Meeting.

Article 12: These Implementing Rules shall be interpreted by the Company’s Board of Directors.