2016 Document No. 10 of the Annual General Meeting

Independent Directors of the Company 2016 Annual Performance Report

Dear Shareholders:

2016 In the year under review, as independent directors of Dalian Refrigeration Co., Ltd. (hereinafter referred to as the “Company”), we have, in accordance with the Company Law, the Corporate Governance Guidelines for Listed Companies, the Guiding Opinions on Establishing an Independent Director System in Listed Companies, and the Several Provisions on Strengthening the Protection of the Rights and Interests of Public Shareholders, attended the Company’s board meetings on schedule and been present at the shareholders’ general meeting. With a focus on safeguarding the legitimate rights and interests of all shareholders, particularly public shareholders, we have placed great emphasis on conducting routine visits to the Company and carrying out investigative research, closely monitoring the Company’s development trends, rigorously reviewing proposals on major matters, and exercising our voting rights and expressing independent opinions with due diligence.

I. Attendance 2016 Annual Board of Directors Meeting Summary

II. 2016 Annual Disclosure of Independent Opinions

1、2016 year 1 month 4 Day, The following independent opinion is hereby expressed on the significant matters deliberated at the 22nd Meeting of the 6th Session of the Company’s Board of Directors:

（ 1 ) Report on Candidates for Directors of the Seventh Board of Directors of the Company

Nomination of Candidates for Directors of the Seventh Board of Directors of the Company Zhi Jian, Liu Kai, Xu Jun Rao, Ding Jie, Kudo Shin, Tadatoshi Kijima, Dai Dashuang, Liu Jiwei, Wang Yan The individual possesses the qualifications for office as prescribed by applicable laws, regulations, and the Company’s Articles of Association; the Board’s nomination procedure for the candidate complies with relevant national laws, regulations, and the Company’s Articles of Association; and the Board’s voting procedure is lawful. We unanimously agree that Ji Zhi Jian, Liu Kai, Xu Jun Rao, Ding Jie, Kudo Shin, Tadatoshi Kijima, Dai Dashuang, Liu Jiwei, Wang Yan As a candidate for director on the company’s seventh board of directors.

（ 2 ) About the Company 2015 Report on the Actual Amount of Annual Routine Related-Party Transactions Exceeding the Estimated Total Amount

The aforementioned routine related-party transactions of the Company are normal and necessary, comply with the relevant provisions of the Stock Listing Rules and the Company’s Articles of Association, adhere to the principles of openness, fairness, and impartiality, are consistent with the Company’s actual business operations and development needs, involve reasonable transaction prices, and do not prejudice the interests of the Company or its non-affiliated shareholders. The voting procedures of the Board of Directors were lawful, and the affiliated directors recused themselves.

2、2016 year 1 month 21 Day, To the company 2016 The independent opinion on the significant matters deliberated at the First Extraordinary General Meeting of Shareholders and the First Session of the 7th Board of Directors for the year is as follows:

（ 1 ) Opinions on the Directors of the Company’s Seventh Board of Directors

The candidates for directorship on the Company’s Seventh Board of Directors—Ji Zhijian, Liu Kai, Xu Junrao, Ding Jie, Kudo Shin, Kijima Tadatoshi, Dai Dashuang, Liu Jiwei, and Wang Yan—meet the qualifications required by applicable laws, regulations, and the Company’s Articles of Association. The procedures adopted by the Board in nominating these individuals as director candidates are in full compliance with relevant national laws, regulations, and the Company’s Articles of Association, and the voting procedures at both the Board meeting and the Shareholders’ Meeting were lawful. We unanimously approve the appointment of Ji Zhijian, Liu Kai, Xu Junrao, Ding Jie, Kudo Shin, Kijima Tadatoshi, Dai Dashuang, Liu Jiwei, and Wang Yan as directors of the Company’s Seventh Board of Directors.

   （ 2 ) Opinions on the Appointment of Senior Management Personnel

Upon review of the personal resumes and other relevant materials of the newly appointed General Manager Ding Jie, Deputy General Managers Fan Yuekun and Wang Zhiqiang, Chief Financial Officer Ma Yun, and Board Secretary Song Wenbao, we conclude that they meet the qualifications stipulated in applicable laws, regulations, and the Company’s Articles of Association, and that their appointments are lawful. Based on our inquiries, we have determined that the educational background, work experience, and physical condition of each of the aforementioned individuals are adequate to fulfill the duties and responsibilities of their respective positions. The nomination, appointment procedures, and voting results adopted by the Company’s Board of Directors are in compliance with the relevant laws, regulations, and provisions of the Company’s Articles of Association. We unanimously approve the Board of Directors’ decision to appoint General Manager Ding Jie, Deputy General Managers Fan Yuekun and Wang Zhiqiang, Chief Financial Officer Ma Yun, and Board Secretary Song Wenbao.

3、2016 year 3 month 3 On [date], we hereby grant prior approval for the related-party transactions to be considered at the Second Meeting of the Seventh Board of Directors, including providing guarantees for the Special Fund of the China Development Bank Investment Fund and entering into a Special Loan Agreement with the controlling shareholder, and agree to submit these matters for deliberation at the Second Meeting of the Seventh Board of Directors.

4、2016 year 3 month 10 On [date], we hereby issue the following independent opinion on the significant matters deliberated at the Second Meeting of the Seventh Session of the Company’s Board of Directors:

The China Development Bank Development Fund intends to provide support for the Company’s industrialization base project for cold-chain green and intelligent equipment and services by establishing a special fund for the Company’s controlling shareholder, Dalian Bingshan Group Co., Ltd. (“Bingshan Group”). The amount of the aforementioned special fund is 1.6 100 million yuan, term 10 Year, rate 1.2% approximately. The aforementioned special fund may only be used for the industrialization of the company’s cold-chain green and intelligent equipment and services. Therefore, upon the fund’s availability, Bingshan Group will make a one-time, full disbursement to the company without increasing the fee rate.

The implementation of the aforementioned special fund requires the Company to provide a guarantee. Although formally structured as a guarantee for the controlling shareholder, such guarantee is in fact intended to secure funding for the Company itself. The aforementioned related-party transaction is fair and equitable, with a low fee rate for the special fund, which helps the Company reduce its financing costs and does not prejudice the interests of the Company or its minority shareholders. Furthermore, the voting procedure for this related-party transaction was lawful, and the related directors duly recused themselves. All parties unanimously approved the aforementioned related-party transaction.

5、2016 year 3 month 18 On [date], prior approval was granted for the matters to be considered at the Third Meeting of the Seventh Board of Directors.

（ 1 ) About the Company 2015 Annual status of routine related-party transactions and 2016 Report on the Annual Forecast of Routine Related-Party Transactions

We believe that the aforementioned routine related-party transactions of the Company are normal and necessary, comply with the relevant provisions of the Rules for the Listing of Stocks and the Company’s Articles of Association, adhere to the principles of openness, fairness, and impartiality, are consistent with the Company’s actual operating and development needs, involve reasonable transaction prices, and do not prejudice the interests of the Company or its non-affiliated shareholders. We therefore approve the submission of this report for consideration at the Third Meeting of the Seventh Board of Directors.

（ 2 ) Regarding the engagement of the company 2016 Report of the Annual Audit Firm

We agree to re-engage Deloitte Touche Tohmatsu Certified Public Accountants (Special General Partnership) as the Company’s 2016 The annual auditing firm has agreed to submit this report for consideration at the third meeting of the seventh session of the Board of Directors.

（ 3 ) Report on the Acquisition of Equity in Dalian Sanyo Minghua Electronics Co., Ltd.

    This related-party transaction is fair, does not prejudice the interests of the Company or its minority shareholders, and is conducive to the integration of internal resources and the enhancement of product intelligence. We agree to submit this report for consideration at the Third Meeting of the Seventh Board of Directors.

6、2016 year 3 month 29 Day, The independent opinion on the significant matters deliberated at the Third Session of the Seventh Board of Directors of the Company, as well as other significant matters of the Company, is as follows:

（ 1 ) Opinion on the Company’s Cumulative External Guarantees, Current External Guarantees, and Compliance with Relevant Regulations

Upon review, the company has not provided any guarantees for its controlling shareholder or for any shares held by the company. 50% The following other related parties, as well as any unincorporated entities or individuals, provide guarantees; the company’s total external guarantees amount to 0 The company’s articles of association have stipulated the approval procedures for external guarantees and the creditworthiness standards for the guaranteed parties.

In summary, we believe the company has adequately complied with the relevant regulations.

    （ 2 ) About the Company 2015 Annual status of routine related-party transactions and 2016 Opinion on the Annual Forecast of Routine Related-Party Transactions

The aforementioned routine related-party transactions of the Company are normal and necessary, comply with the relevant provisions of the Stock Listing Rules and the Company’s Articles of Association, adhere to the principles of openness, fairness, and impartiality, are consistent with the Company’s actual operations and development, involve reasonable transaction prices, and do not prejudice the interests of the Company or its non-affiliated shareholders.

（ 3 ) About the Company 2015 Opinions on Annual Executive Compensation

Company 2015 The determination of the annual executive compensation takes into account, in a comprehensive manner, the company 2015 the fulfillment of the annual business plan, as well as the company’s financial condition, operating results, and cash flows. We unanimously agree that the company 2015 Determination of the annual operator’s income.

（ 4 ) About the Company 2015 Opinions on the Annual Internal Control Evaluation Report

We believe that the current state of the company’s internal control system complies with relevant requirements and is aligned with the company’s actual circumstances; the internal controls established by the company have been effectively implemented throughout the production and business operations; the company 2015 The annual internal control evaluation report accurately reflects the aforementioned facts.

In summary, we agree with the company. 2015 Annual Internal Control Evaluation Report.

（ 5 ) About the Company 2015 Opinions on the Annual Social Responsibility Report

We believe: the company 2015 The Annual Corporate Social Responsibility Report reflects the Company’s commitment to pursuing economic benefits and safeguarding shareholder rights, while also prioritizing employee development, maintaining integrity in dealings with suppliers and customers, actively protecting the legitimate rights and interests of creditors, and proactively engaging in environmental protection—efforts that are consistent with relevant requirements and aligned with the Company’s actual operations.

In summary, we agree with the company. 2015 Annual Corporate Social Responsibility Report.

（ 6 ) Opinions on the Company’s Cash Dividends

Proposed by the company’s board of directors 2015 The proposed annual profit distribution plan is in compliance with the relevant provisions of the Company’s Articles of Association and takes into account both the Company’s long-term development needs and the need to provide reasonable returns to its shareholders. We unanimously approve this profit distribution proposal.

  （ 7 ) Report on the Acquisition of Equity in Dalian Sanyo Minghua Electronics Co., Ltd.

This related-party transaction is fair and does not prejudice the interests of the Company or its minority shareholders; moreover, it will facilitate the integration of internal resources and enhance the level of product intelligence. The voting procedure for this related-party transaction was lawful, and the affiliated directors duly recused themselves. All parties unanimously approved the equity transfer.

7、2016 year 4 month 13 On [date], we hereby issue the following independent opinion on the matters related to the Fourth Meeting of the Seventh Session of the Company’s Board of Directors:

（ 1 ) The company complies with the “Administrative Measures” and the “Memorandum on Matters Related to Equity Incentives.” 1 “Notice” and “Memorandum on Matters Related to Equity Incentives” 2 “Notice” and “Memorandum on Matters Related to Equity Incentives” 3 In accordance with the relevant laws and regulations, including the “Notice” and the Company’s “Draft Restricted Stock Incentive Plan,” the Company is qualified to implement the equity incentive plan, and none of the circumstances that would preclude vesting under the plan have occurred.

（ 2 ) The independent directors have reviewed the list of incentive recipients and concluded that the recipients eligible for unlocking under this restricted stock incentive plan have met all the unlock conditions stipulated in the plan, including both the company’s overall performance targets and the individual performance evaluation criteria for each recipient. Accordingly, their eligibility as recipients entitled to unlock under this incentive plan is lawful and valid.

（ 3 ) The Company’s current arrangements for the vesting of restricted shares granted to each incentive recipient (including the vesting period, vesting conditions, and other relevant matters) do not violate any applicable laws or regulations and do not prejudice the interests of the Company or all of its shareholders;

（ 4 ) This vesting is conducive to strengthening the close bond between the Company and the incentive recipients, reinforcing the shared commitment to sustained development, and incentivizing the creation of long-term value, thereby promoting the Company’s long-term, stable growth.

In summary, we agree with the company. 41 If a designated incentive recipient meets the vesting conditions during the first vesting period specified in the Draft Restricted Stock Incentive Plan, the Company shall process the corresponding vesting procedures on their behalf.

8、2016 year 4 month 11 On [date], we hereby grant prior approval for the proposed frozen and refrigerated joint venture project to be considered at the Fifth Meeting of the Seventh Board of Directors.

We believe that the implementation of the aforementioned frozen and refrigerated logistics joint venture project will effectively integrate the relevant resources of our associate, Panasonic Cold Chain, and Panasonic Compressor’s fluorocarbon-based cold-chain systems, thereby avoiding internal competition and enabling us to better provide customers with comprehensive fluorocarbon cold-chain system solutions. Furthermore, the aforementioned related-party transactions do not prejudice the interests of the Company or its non-affiliated shareholders. We therefore approve the submission of this report for consideration at the Fifth Meeting of the Seventh Board of Directors.

9、2016 year 7 month 5 Day, The independent opinion on the significant matters deliberated at the sixth meeting of the seventh session of the Company’s Board of Directors is as follows:

（ 1 ) Opinion on Using Raised Funds to Replace Initial Investments

The Company’s use of the raised funds to replace previously self-funded capital that had been advanced for projects funded by the raised capital is in compliance with applicable laws, regulations, and internal rules and procedures. The utilization of the raised funds does not conflict with the implementation plan for the projects financed by such funds, nor does it impede their normal execution; moreover, there is no circumvention of the intended allocation of the raised funds or any impairment of shareholders’ interests. The Company’s prior investment of self-funded capital in these projects is consistent with the Company’s development needs and serves the interests of all shareholders. Therefore, we approve the Company’s decision to use the raised funds to replace the self-funded capital previously advanced for these projects. 8,759.71 Ten thousand yuan.

（ 2 ) Opinion on Changing the Method of Depositing Temporarily Idle Raised Funds

    The Company’s decision to temporarily change the method of depositing its idle raised funds is conducive to enhancing the efficiency of fund utilization and increasing the income generated from such deposits. The relevant approval procedures have been duly followed, the use of the raised funds remains unaffected, the committed investment destinations for the raised funds are not contravened, and the interests of the Company and its minority shareholders are not harmed. Approval is hereby granted. The company will Eight thousand The RMB 10,000 in temporarily idle raised funds is deposited as a large-denomination time deposit with a term of 6 months.

10、2016 year 8 month 15 Day, We hereby grant prior approval for the related-party transaction involving the capital increase in Dalian Fuji-Fujitsu Iceberg Vending Machine Co., Ltd., which is scheduled to be considered at the Eighth Meeting of the Seventh Board of Directors, and agree to submit this matter for deliberation at said meeting.

11、2016 year 8 month 25 Day, The independent opinion on the significant matters deliberated at the eighth meeting of the seventh session of the Company’s Board of Directors is as follows:

（ 1 ) Regarding the Capital Increase for Dalian Fuji Iceberg Vending Machine Co., Ltd.

    This capital increase directed toward an associated party does not prejudice the rights and interests of the company or its minority shareholders, and is conducive to the company’s associate, Fuji Iceberg. Continue to consolidate our leading position in China’s vending machine market and steadily increase the company’s investment returns. ; The voting procedure for this related-party transaction was lawful, and the related directors duly recused themselves. All members unanimously approved this capital increase.

（ 2 ) Regarding the use of bank acceptance bills to fund the investment projects financed by the raised capital and the subsequent equal-value replacement with the raised capital

The Company’s use of bank acceptance bills to fund its fundraising and investment projects, followed by an equivalent replacement with raised funds, is in compliance with applicable laws, regulations, and internal rules and procedures; the requisite decision-making processes have been duly followed, and appropriate operational procedures have been established. The implementation of the aforementioned measures will enhance the efficiency of capital utilization, will not impede the normal execution of the fundraising and investment projects, does not constitute a disguised alteration of the intended use of the raised funds or harm to the interests of shareholders, and is fully consistent with the relevant provisions of the Company Law, the Securities Law, the Rules for Stock Listing of the Shenzhen Stock Exchange, and the Guidelines for Standardized Operations of Main Board Listed Companies of the Shenzhen Stock Exchange, as well as other applicable laws, regulations, and normative documents. Accordingly, we approve the Company’s use of bank acceptance bills to finance its fundraising and investment projects, with an equivalent replacement provided by the raised funds.

    （ 3 ) Regarding Dalian Refrigeration Co., Ltd. 2016 Draft Annual Restricted Stock Incentive Plan

① No circumstances prohibited under the Measures and other applicable laws and regulations have been identified with respect to the Company’s implementation of an equity incentive plan, and the Company is therefore qualified as a proper entity to implement such a plan.

② All the recipients of the restricted stock incentive plan hereby established by the Company comply with the relevant provisions on eligibility for office set forth in the Company Law of the People’s Republic of China and other applicable laws and regulations, as well as the Company Charter; moreover, none of the recipients falls under any of the circumstances prohibited from being granted restricted shares as stipulated in the Administrative Measures. Therefore, the eligibility of the recipients is lawful and valid. In connection with the deliberation of this incentive plan, all related directors have recused themselves from voting.

③ Company's 2016 The contents of the “Draft Annual Restricted Stock Incentive Plan” comply with the provisions of the Measures for the Administration and other relevant laws and regulations. The arrangements for the grant and vesting of restricted shares to each incentive recipient—including the grant amount, grant date, grant price, lock-up period, vesting period, and vesting conditions—do not violate any applicable laws or regulations and do not infringe upon the interests of the Company or all of its shareholders.

④ The Company has no plans or arrangements to provide loans, loan guarantees, or any other financial assistance to the incentive recipients.

⑤ The implementation of a restricted stock incentive plan by the company can strengthen its incentive and accountability mechanisms, enhance its capacity for sustainable development, align the interests of management and shareholders, improve managerial efficiency as well as the motivation, creativity, and sense of responsibility of managers, and ultimately boost the company’s performance. There is no evidence of any material harm to the interests of the listed company or its shareholders as a whole.

In summary, we unanimously agree that the Company shall implement this Restricted Stock Incentive Plan.

12、2016 year 9 month 20 Day, The independent opinion on the matter of granting restricted shares to the incentive recipients at the ninth meeting of the seventh session of the Company’s Board of Directors is as follows:

The grant date of these restricted shares is 2016 year 9 month 20 On that day, the grant date complies with the Measures for the Administration of Equity Incentives for Listed Companies and Memorandum No. ... on Information Disclosure Business for the Main Board. 3 “Section—Equity Incentive and Employee Stock Ownership Plan” and the Company’s “ 2016 the relevant provisions in the “Annual Restricted Stock Incentive Plan” regarding the grant date; furthermore, the matters related to this grant also comply with the Company’s “ 2016 The provisions in the “Annual Restricted Stock Incentive Plan” regarding the conditions for granting restricted shares to the incentive recipients.

We unanimously agree that the company 2016 The grant date of the Annual Restricted Stock Incentive Plan is 2016 year 9 month 20 day, and agree to grant to those who meet the eligibility criteria 118 Grant to Named Incentive Recipients 1,288.40 Ten thousand restricted shares.

13、2016 year 11 month 21 Day, Regarding the related-party transaction involving the capital contribution to establish an investment platform company, which is scheduled for deliberation at the 11th meeting of the 7th Board of Directors, the Company intends to re-appoint 2016 The annual audit engagement matter is hereby approved in advance, and it is agreed to submit this matter for consideration at the 11th Meeting of the 7th Board of Directors.

14、2016 year 11 month 25 Day, The independent opinion on the significant matters deliberated at the 11th Meeting of the 7th Board of Directors of the Company is as follows:

（ 1 ) Regarding Related-Party Transactions Involving the Capital Contribution to Establish an Investment Platform Company

This related-party transaction is fair and does not prejudice the interests of the Company or its minority shareholders, and it is conducive to the Company’s exploration and development of new businesses, thereby supporting its healthy future growth. The voting procedures for this related-party transaction were lawful, and the related directors duly recused themselves. We unanimously approve this capital contribution.

（ 2 ) Regarding the reappointment of the company 2016 Annual Audit Firm Matters

    Upon verification, Shinewing Zhonghe Certified Public Accountants (Special General Partnership) is qualified to conduct audits of securities and futures-related matters and has many years of experience and capability in providing audit services to listed companies, thereby meeting the Company’s 2016 In accordance with the requirements for annual audit work, the auditor shall be able to independently audit the company’s financial condition. The company intends to re-appoint 2016 The annual audit firm has been duly justified; we hereby approve the appointment of Shinewing Zhonghe Certified Public Accountants (Special General Partnership) as the Company’s… 2016 Annual auditing firm.

III. Work of the Company’s Board Committees

1 , Work performed on the Audit Committee of the Company’s Board of Directors

As members of the Audit Committee established under the Company’s Board of Directors, we discharge our duties in accordance with the Company’s Implementing Rules for the Board Audit Committee and the Audit Committee Annual Report Work Procedures, overseeing the Company’s internal audit system and its implementation, reviewing the Company’s financial information and disclosures, and evaluating the work of external auditing firms.

In the development and evaluation of the company’s internal control framework, we have actively exercised our organizational, leadership, and oversight responsibilities through the Audit Committee. We believe that the current state of the company’s internal control system complies with relevant requirements, aligns with the company’s actual operations, and has been effectively implemented, the company 2016 The annual internal control evaluation report accurately reflects the aforementioned facts.

At the company 2016 In the annual audit work, we The Audit Committee engaged in proactive communication and coordination with the auditing firm, Shinewing Zhonghe Certified Public Accountants. Prior to the auditors’ on-site engagement, the Committee discussed and reached consensus with the project leader of the auditing firm on the audit work plan, timeline, and other matters relevant to the audit period. During the audit process, the Committee kept abreast of progress, and urged the auditing firm to carry out the audit work in a timely manner while maintaining high quality and ensuring that all deliverables met the required standards. Upon completion of the audit, the Committee conducted a thorough review of the Company’s annual financial statements and annual report.

2 , Work of the Compensation and Assessment Committee of the Company’s Board of Directors

As members of the Compensation and Assessment Committee established under the Company’s Board of Directors, we have fulfilled our duties in accordance with the Company’s Implementing Rules for the Board of Directors’ Compensation and Assessment Committee, reviewing the annual compensation of the Company’s directors, supervisors, and senior management. The decision-making procedures for the compensation of the aforementioned individuals are in compliance with applicable laws and regulations, and the compensation payment standards adhere to the Company’s internal policies.

              Independent Directors: Dai Dashuang, Liu Jiwei, Wang Yan

                  2017 year 5 month 19 day