2016 Document No. 2 for the Third Extraordinary General Meeting of the Year

Dalian Refrigeration Co., Ltd.

2016 Management Measures for the Assessment of the Annual Restricted Stock Incentive Plan

To ensure the smooth implementation of the company’s equity incentive plan, further enhance the corporate governance structure, establish a sound and balanced value distribution system, and motivate Company directors and mid-to-senior management personnel and other core personnel whom the Board of Directors deems should be incentivized In order to conduct business with integrity and diligence, ensure steady improvement in the company’s performance, and achieve the company’s development strategy and operational objectives, these Measures are hereby formulated in accordance with relevant national regulations and the company’s actual circumstances.

I. Assessment Objectives

Further refine the company’s corporate governance structure, establish and improve its incentive and restraint mechanisms, ensure the smooth implementation of the equity incentive plan, and maximize the effectiveness of such incentives, thereby safeguarding the achievement of the company’s development strategy and business objectives.

II. Assessment Principles

The assessment and evaluation shall adhere to the principles of impartiality, transparency, and fairness, and shall be conducted strictly in accordance with these Measures and the performance records of the assessed individuals, so as to ensure that the equity incentive plan is closely aligned with the work performance and contributions of the recipients, thereby enhancing management effectiveness and maximizing the interests of the company and all shareholders.

III. Scope of Assessment

All recipients of this equity incentive plan: Company directors and mid-to-senior management personnel and other core personnel whom the Board of Directors deems should be incentivized 。

IV. Assessment Agency

1. The Compensation and Assessment Committee of the Company’s Board of Directors is responsible for leading and organizing the performance evaluation of the incentive recipients.

2 The Company’s Human Resources Department, Finance Department, and other relevant departments shall, under the guidance of the Board’s Compensation and Assessment Committee, be responsible for conducting specific performance assessments, maintaining records of the assessment results, and preparing a performance appraisal report based on such results for submission to the Board’s Compensation and Assessment Committee.

V. Performance Evaluation Indicators and Standards

1 , Company-Level Performance Evaluation

For the granted portion of this incentive plan, during the vesting period, 3 During each fiscal year, the company’s financial performance indicators are assessed on an annual basis, and the achievement of the performance targets serves as the vesting condition for incentive recipients.

The annual performance appraisal targets are as follows:

The above Net profit growth rate The indicator is calculated based on net profit after deducting non-recurring gains and losses, with each year’s net profit referring to the net profit attributable to shareholders of the listed company.

If the Company fails to meet the performance assessment targets, no restricted shares that would otherwise be eligible for vesting in the relevant assessment year shall be vested; such shares shall be repurchased and cancelled by the Company.

2 , Individual Performance Evaluation Requirements

Subject to meeting the company-level performance targets, the actual number of restricted shares that an incentive recipient may unlock in a given year is linked to their performance appraisal results for the preceding year, as specifically set forth in the Company’s current Performance Appraisal Management Measures. An incentive recipient may only unlock all or part of the current tranche of restricted shares based on the appraisal score if they have received a satisfactory overall performance evaluation for the prior year. If If an incentive recipient fails the annual performance assessment or the performance assessment for the vesting year, their eligibility to receive the incentive shall be revoked; if the performance assessment during the vesting period is unsatisfactory, the Company shall repurchase the restricted shares at the purchase price paid by the incentive recipient and cancel such shares.

3 , Application of Individual Performance Evaluation Results

Individual actual vesting quota for the incentive recipient in the current year = Unlock coefficient × Individual’s planned unlockable quota for the year

The restricted shares that cannot be vested due to an individual’s annual performance review results shall be repurchased and cancelled by the Company.

VI. Assessment Period and Frequency

1. Assessment Period: The fiscal year immediately preceding each vesting period for restricted shares.

2. Number of Performance Assessments: The performance assessment year for the granted restricted shares is 2016–2018 Assessment shall be conducted once each year over three consecutive fiscal years.

VII. Assessment Procedures

1. The Company’s Human Resources Department shall prepare a performance appraisal report in accordance with the provisions of this Incentive Plan and the relevant assessment procedures. The Compensation and Assessment Committee of the Board of Directors shall, based on the performance appraisal report, determine the eligible recipients’ vesting eligibility and the number of shares to be vested.

2. Performance appraisal results shall serve as the basis for the vesting of restricted shares.

VIII. Feedback on and Application of Assessment Results

1. The person being evaluated has the right to be informed of the evaluation results, and the Compensation and Evaluation Committee shall notify the person being evaluated of such results within five business days after the completion of the evaluation.

2. If the assessed individual disputes the assessment results, such dispute shall be resolved through consultation based on prior and thorough communication. If the dispute cannot be properly resolved, the incentive recipient may file an appeal with the Compensation and Performance Evaluation Committee within five business days of receiving the assessment notice. Upon receipt of the appeal, the Compensation and Performance Evaluation Committee shall respond to the appellant’s request within ten business days and, based on the actual circumstances, review the assessment results and notify the appellant of the corresponding outcome.

3. Responsibilities of Performance Management Personnel

(1) If an assessor fails to provide an objective evaluation of the assessed individual, a warning shall be issued; in cases of serious misconduct, the assessor’s qualification shall be revoked.

(2) Heads of all departments are responsible for performance appraisals within their respective departments; any omissions in the appraisal process shall be the responsibility of the relevant department head.

4. The assessment results shall serve as the basis for the vesting of restricted shares: if the Company-level assessment is not met, all restricted shares that would otherwise be eligible for vesting in the relevant year for all incentive recipients shall be forfeited; if the Company-level assessment is met, the vesting quota for each incentive recipient in the current year shall be determined based on the recipient’s individual performance appraisal result for the preceding year.

5. The Compensation and Assessment Committee of the Board of Directors shall, based on the performance appraisal report, determine the eligibility for vesting and the number of shares to be vested for the recipients.

6. Following the completion of the performance evaluation, the Compensation and Assessment Committee of the Board of Directors shall revise the evaluation indicators and results that have been significantly affected by changes in the external environment and other factors.

IX. Archiving of Assessment Results

1. Upon completion of the assessment, the securities regulatory authority shall retain all performance appraisal records.

2. To ensure the validity of performance evaluations, any alterations to evaluation records are prohibited. If re-correction or re-recording is necessary, the individual concerned must sign off on the changes.

3. Performance appraisal results shall be filed and stored as confidential information for a period of three years following the termination of the equity incentive plan.

X. Supplementary Provisions

1 1. This Regulation shall be formulated, interpreted, and amended by the Company’s Board of Directors.

2 This Measures shall come into effect as of the date on which they are approved by the Company’s Shareholders’ Meeting.

Dalian Refrigeration Co., Ltd.

   2016 year 9 month 13 day