2017 Document No. 12 of the Annual General Meeting

Dalian Refrigeration Co., Ltd.

Independent Director 2017 Annual Performance Report

Dear Shareholders:

2017 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 care and prudence.

I. Attendance 2017 Annual Board of Directors Meeting Summary

II. 2017 Annual Disclosure of Independent Opinions

1、2017 year 2 month 7 On [date], the Company intends to submit for consideration at the 12th Meeting of the 7th Board of Directors the related-party transactions concerning the acquisition of equity in Dalian Bingshan International Trading Co., Ltd., the acquisition of equity in Dalian Bingshan Metal Technology Co., Ltd., and matters relating to the Company… 2016 For any annual routine related-party transactions whose actual amount exceeds the projected amount, prior approval shall be obtained, and it is agreed to submit such matters for consideration at the 12th Meeting of the 7th Board of Directors.

2、2017 year 2 month 15 Day, The independent opinion on the significant matters deliberated at the 12th Meeting of the 7th Board of Directors of the Company is as follows:

（ 1 ) Regarding the Acquisition of Equity in Dalian Bingshan International Trading Co., Ltd.

This related-party transaction is fair and does not prejudice the interests of the Company or its minority shareholders; moreover, it is conducive to the Company’s expansion into international markets and to the business development of Dalian Bingshan International Trading Co., Ltd. The voting procedures for this related-party transaction were lawful, and the affiliated directors duly recused themselves. All members unanimously approved the equity transfer.

（ 2 ) Regarding the Acquisition of Equity in Dalian Bingshan Metal Technology Co., Ltd.

This related-party transaction is fair and does not prejudice the interests of the Company or its minority shareholders; moreover, it is conducive to the Company’s expansion into the components business and to the optimization of its casting product value chain. The voting procedures for this related-party transaction were lawful, and the related directors duly recused themselves. The Board unanimously approved the equity transfer.

（ 3 ) Regarding Participation in Securities Lending Transactions under the Stock Margin Trading and Securities Lending Program

The Company’s participation in the securities margin lending and borrowing business is in compliance with the relevant provisions of the Shenzhen Stock Exchange’s Rules for the Listing of Stocks and the Company’s Articles of Association. The securities lent out... “ CITIC Securities ” The securities will be repaid by China Securities Finance Corporation (“CSFC”). As a financial platform for the securities margin lending and borrowing business, CSFC boasts strong financial strength and a solid market reputation, thereby ensuring a high level of security. By participating in this business, the Company can generate certain returns, which are in the best interests of the Company as well as its minority shareholders. We unanimously agree that the Company should engage in securities lending under the securities margin lending and borrowing program, with CSFC serving as the financial platform.

（ 4 ) Regarding the Candidates for Directors of the Seventh Board of Directors

Candidates for Directors of the Seventh Board of Directors Toshiyuki Takagi 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. Toshiyuki Takagi As a candidate for director on the company’s seventh board of directors.

（ 5 ) About the Company 2016 The actual amount of annual routine related-party transactions exceeds the projected 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 operations and development, involve reasonable transaction prices, and do not prejudice the interests of the Company or its non-affiliated shareholders.

3、2017 year 4 month 11 On [date], prior approval was granted for the matters to be considered at the 13th meeting of the 7th Board of Directors.

（ 1 ) About the Company 2016 Annual status of routine related-party transactions and 2017 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 actual conditions of the Company’s operations and development, 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 13th Meeting of the 7th Board of Directors.

（ 2 ) Regarding the engagement of the company 2017 Report of the Annual Audit Firm

We agree to re-engage ShinWing Certified Public Accountants (Special General Partnership) as the Company’s 2017 The annual auditing firm has agreed to submit this report for consideration at the 13th meeting of the 7th Board of Directors.

（ 3 ) Report on Land and Housing Leasing

    This related-party transaction is fair and does not prejudice the interests of the Company or its minority shareholders; moreover, it will facilitate the efficient utilization of land and property resources at the Company’s old plant site and the incubation and development of new business ventures. We agree to submit this report for consideration at the 13th Meeting of the 7th Board of Directors.

4、2017 year 4 month 21 Day, The independent opinion on the significant matters deliberated at the 13th Meeting of the 7th Session of the Company’s Board of Directors, as well as other significant matters of the Company, is as follows:

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

Upon review, during the reporting period the Company provided a guarantee for its controlling shareholder in connection with the implementation of the Special Fund under the China Development Bank Development Fund. Although formally structured as a guarantee for the controlling shareholder, such guarantee was, in substance, intended to secure funding for the Company itself. We granted prior approval for the aforementioned related-party transaction and issued a unanimous independent opinion in favor of it.

Upon review, during the reporting period the Company provided guarantees only for its controlling shareholder and did not provide any guarantees for unincorporated entities or individuals.

Upon review, the Company had no instances during the reporting period of non-operational misappropriation of its funds by the controlling shareholder or other related parties.

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

    （ 2 ) About the Company 2016 Annual status of routine related-party transactions and 2017 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.

Company 2016 The actual amounts of the company’s annual routine related-party transactions differ substantially from the projected amounts. Such discrepancies arise due to factors such as fluctuations in market demand and changes in customer requirements. The routine related-party transactions that have been executed are conducted on a fair and impartial basis, with arm’s-length pricing, and do not involve any conduct that would harm the interests of the company or its shareholders, particularly small and medium-sized shareholders.

（ 3 ) About the Company 2016 Opinions on Annual Executive Compensation

Company 2016 The determination of the annual executive compensation takes into account, in a comprehensive manner, the company 2016 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 2016 Determination of the annual operator’s income.

（ 4 ) About the Company 2016 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 2016 The annual internal control evaluation report accurately reflects the aforementioned facts.

In summary, we agree with the company. 2016 Annual Internal Control Evaluation Report.

（ 5 ) About the Company 2016 Opinions on the Annual Social Responsibility Report

We believe: the company 2016 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. 2016 Annual Corporate Social Responsibility Report.

（ 6 ) Opinions on the Company’s Cash Dividends

Proposed by the company’s board of directors 2016 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 ) Regarding the provision for the company 2016 Opinions on the Annual Asset Impairment Provision and the Write-Off of Certain Fixed Assets

The Company’s provision for asset impairment and the write-off of certain fixed assets this time are in compliance with the Enterprise Accounting Standards and the Company’s relevant internal policies, are based on sufficient evidence, have been duly approved by the Board of Directors, accurately reflect the Company’s financial position and operating results, serve the overall interests of the Company, and do not prejudice the legitimate rights and interests of minority shareholders. We therefore approve the Company’s provision for asset impairment and the write-off of certain fixed assets.

（ 8 ) Opinions on the Write-Off of Bad Debts

The company proposes to write off the bad debt, with sufficient supporting evidence and in compliance with lawful voting procedures; approval is hereby granted for the write-off.

（ 9 ) Opinion on the Delay in Bringing the Fund-Raising Investment Projects to Their Scheduled Commissioning Status

The company this time The fundraising investment project has been postponed until it reaches its intended state of usability. This is a prudent decision made in light of the project’s actual implementation and the company’s operational and developmental realities, and it has not altered The implementing entities, locations, and investment directions of the fund-raising investment projects do not prejudice the interests of all shareholders and are in compliance with the Shenzhen Stock Exchange’s Rules for the Listing of Stocks, Guidelines for the Standardized Operations of Main Board Listed Companies, and other relevant regulations. We approve the Company’s… The investment projects funded by this fundraising have been postponed until they reach their intended state of usability. 。

（ 10 ) Opinions on Land and Housing Leasing

This related-party transaction is fair and does not prejudice the interests of the Company or its minority shareholders; moreover, it facilitates the efficient utilization of land and property resources at the Company’s old plant site and supports the incubation and development of new business ventures. The voting procedure for this related-party transaction was lawful, and the related directors duly recused themselves. All members unanimously approved the lease of the land and buildings.

5、2017 year 5 month 12 On [date], we hereby render the following independent opinion on the matters related to the 14th Meeting of the 7th Board of Directors of the Company:

（ 1 ) The company complies with the Administrative Measures as well as the company 2015 In accordance with the provisions of the “Restricted Stock Incentive Plan (Draft)” and other applicable laws and regulations governing the implementation of equity incentive plans, the Company is qualified as a proper entity to implement such a plan, and none of the circumstances prohibited from vesting under the equity incentive 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 satisfied all the vesting 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 The named incentive recipients are in 2015 During the second vesting period stipulated in the “Draft Restricted Stock Incentive Plan” for the year, the Company shall handle the corresponding vesting procedures for the recipient.

6、2017 year 8 month 25 Day, The independent opinion on the significant matters deliberated at the 15th Meeting of the 7th Board of Directors of the Company is as follows:

（ 1 ) The company’s external guarantees during the reporting period and the misappropriation of the company’s funds by the controlling shareholder and other related parties.

Upon review, during the reporting period the Company provided a guarantee for its controlling shareholder in connection with the implementation of the Special Fund under the China Development Bank Development Fund. Although formally structured as a guarantee for the controlling shareholder, such guarantee was, in substance, intended to secure funding for the Company itself. We granted prior approval for the aforementioned related-party transaction and issued a unanimous independent opinion in favor of it.

Upon review, during the reporting period the Company provided guarantees only for its controlling shareholder and did not provide any guarantees for unincorporated entities or individuals.

Upon review, the Company had no instances during the reporting period of non-operational misappropriation of its funds by the controlling shareholder or other related parties.

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

（ 2 ) Material matter concerning the use of temporarily idle raised funds to purchase principal-protected bank wealth management products.

    We believe that the Company’s current use of temporarily idle raised funds to purchase principal-protected bank wealth management products is in compliance with relevant regulations, helps enhance the efficiency of utilizing the raised funds while maintaining risk control, and is expected to generate certain investment returns. Does not affect the construction of fundraising investment projects or the normal use of raised funds. ； The decision-making process for this matter is lawful and compliant, and the Company’s Board of Directors has established practical and effective internal control measures, thereby ensuring the safety of funds. In light of the foregoing, we approve the Company’s use of temporarily idle raised funds to purchase principal-protected bank wealth management products.

7、2017 year 10 month 24 Day, The independent opinion on the matter of the non-public issuance of exchangeable corporate bonds, as deliberated at the 16th meeting of the 7th Board of Directors of the Company, is as follows:

We are of the view that the Company complies with the provisions of the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Measures for the Administration of the Issuance and Trading of Corporate Bonds, and other applicable laws, regulations, rules, and normative documents, and thus meets the conditions and qualifications for a non-public issuance of exchangeable corporate bonds to qualified investors; that the proposed non-public issuance of exchangeable corporate bonds is reasonable and feasible, and will help further enhance the liquidity of available-for-sale financial assets, broaden financing channels, improve the debt structure, and reduce funding costs; and we therefore approve the Company’s non-public issuance of exchangeable corporate bonds.

8、2017 year 12 month 8 Day, The independent opinion on the matters related to the 17th meeting of the 7th Board of Directors of the Company is as follows:

（ 1 ) About 2016 First Vesting Period Under the Annual Restricted Stock Incentive Plan

The company complies with the Measures for the Administration of Equity Incentives for Listed Companies as well as the Company’s… 2016 In accordance with the provisions of laws and regulations, including the Draft Restricted Stock Incentive Plan for the Year, the Company is qualified as a proper entity to implement an equity incentive plan, and none of the circumstances that would prohibit the vesting of such incentives under the plan have occurred.

Except Liu Jie, Meng Yunchan, Fang Zheng, Di Jun, Zhang Guanghui, and others 5 Except for the incentive recipients who have already resigned, the others 113 Name Incentive Object The vesting conditions stipulated in the incentive plan have been satisfied, including both the company-wide performance targets and the individual performance evaluation criteria for each incentive recipient; accordingly, the eligibility of such recipients to have their incentives vested in this round is lawful and valid.

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

This vesting will help strengthen the close bond between the company and the recipients of the incentive, reinforce the shared commitment to sustained development, and motivate the creation of long-term value, thereby supporting the company’s long-term, stable growth.

In summary, we agree with the company. 113 The named incentive recipient in the 2016 During the first vesting period specified in the Draft Annual Restricted Stock Incentive Plan, the Company shall process the corresponding vesting procedures for the recipient.

（ 2 ) Regarding Share Repurchase and Cancellation 2016 Certain Restricted Shares under the Annual Restricted Stock Incentive Plan

We unanimously agree that the company will repurchase and cancel 2016 The portion of restricted shares under the annual restricted stock incentive plan is in the common interest of all shareholders and the recipients, and will not impair the management team’s and core personnel’s duty of due diligence and loyalty to the company; the funds required for the company’s share repurchase are its own, and will not have a material impact on the company’s day-to-day operations. This repurchase and cancellation of restricted shares is in compliance with the company’s… 2016 In accordance with the relevant laws and regulations, including the Draft Restricted Stock Incentive Plan for the Year and the Administrative Measures for Equity Incentives of Listed Companies, no infringement has been committed upon the rights and interests of the Company and all its shareholders.

9、2017 year 12 month 18 Day, Regarding the proposal to be considered at the 18th Meeting of the 7th Board of Directors to increase 2017 The proposed annual estimated amount for routine related-party transactions has been approved in advance, and it is agreed to submit this matter for consideration at the 18th Meeting of the 7th Board of Directors.

10、2017 year 12 month 28 Day, The independent opinion on the matters deliberated at the 18th Meeting of the 7th Board of Directors of the Company is as follows:

（ 1 ) Regarding the increase of the company 2017 Estimated Annual Amount 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.

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.

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 and reviewed the annual compensation of the Company’s directors, supervisors, and senior management.

              Independent Directors: Dai Dashuang, Liu Jiwei, Wang Yan

                  2018 year 5 month 18 day