2018 Document No. 10 of the Annual General Meeting

Dalian Refrigeration Co., Ltd.

Independent Director 2018 Annual Performance Report

Dear Shareholders:

2018 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 2018 Annual Board of Directors Meeting Summary

II. 2018 Annual Disclosure of Independent Opinions

1、2018 year 3 month 7 On [date], we hereby grant prior approval for the Company’s proposed agenda item to be considered at the 19th Meeting of the 7th Board of Directors, concerning the Company’s routine related-party transactions, and agree to submit such item for deliberation at the 19th Meeting of the 7th Board of Directors.

2、2018 year 3 month 15 Day, The independent opinion on the significant matters deliberated at the 19th Meeting of the 7th Board of Directors of the Company is as follows:

（ 1 ) Regarding the Company’s 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、2018 year 4 month 10 On [date], prior approval was granted for the matters to be considered at the 20th meeting of the 7th Board of Directors.

（ 1 ) About the Company 2018 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 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 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 20th Meeting of the 7th Board of Directors.

（ 2 ) Regarding the engagement of the company 2018 Report of the Annual Audit Firm

We agree to re-engage ShinWing Certified Public Accountants (Special General Partnership) as the Company’s 2018 The annual auditing firm has agreed to submit this report for consideration at the 20th meeting of the 7th Board of Directors.

4、2018 year 4 month 20 Day, The independent opinion on the significant matters deliberated at the 20th Meeting of the 7th Board of Directors and 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, the Company’s provision of guarantees to its controlling shareholder in connection with the Special Fund under the China Development Bank Investment Fund was extended into the reporting period. Although formally structured as a guarantee for the controlling shareholder, such arrangement is, in substance, intended to secure funding support for the Company itself. We have 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 2017 Annual status of routine related-party transactions and 2018 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, do not prejudice the interests of the Company or non-affiliated shareholders, and were duly abstained from by the affiliated directors during the deliberation of this matter. The Company 2017 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 ）、 Regarding the company 2017 Opinions on Annual Executive Compensation

Company 2017 The determination of the annual executive compensation takes into account, in a comprehensive manner, the company 2017 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 2017 Determination of the annual operator’s income.

（ 4 ) About the Company 2017 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 2017 The annual internal control evaluation report accurately reflects the aforementioned facts.

In summary, we agree with the company. 2017 Annual Internal Control Evaluation Report.

（ 5 ) About the Company 2017 Opinions on the Annual Social Responsibility Report

We believe: the company 2017 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. 2017 Annual Corporate Social Responsibility Report.

（ 6 ) Opinions on the Company’s Cash Dividends

Proposed by the company’s board of directors 2017 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 2017 Opinion on the Annual Asset Impairment Provision

The Company’s provision for asset impairment this time is in compliance with the Enterprise Accounting Standards and the Company’s relevant internal policies, is based on sufficient evidence, has been duly approved by the Board of Directors, accurately reflects the Company’s financial position and operating results, serves the overall interests of the Company, and does not prejudice the legitimate rights and interests of minority shareholders. We therefore approve the Company’s provision for asset impairment.

（ 8 ) Opinion on Writing Off Bad Debts

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

（ 9 ) Opinions on the Nomination of Directors

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

（ 10 ) Regarding the company’s next three years ( 2018–2020 Opinions on the Shareholder Return Plan for the Year

“Dalian Refrigeration Co., Ltd. Future Three Years ( 2018–2020 The contents of the “Shareholder Return Plan for [Year]” are in compliance with applicable laws and regulations as well as the relevant provisions of the Company’s Articles of Association, and fully take into account the requirements for the company’s sustainable development and shareholders’ desire to obtain reasonable investment returns. , The dividend policy is consistent, stable, objective, and reasonable. , This will help better protect investors’ interests and achieve a win-win outcome for both investor and corporate interests. We approve the company’s board of directors’ plan for the next three years ( 2018–2020 Year) Shareholder Return Plan.

5、2018 year 5 month 4 On [date], we hereby issue the following independent opinion on matters related to the 21st Meeting of the 7th Board of Directors of the Company:

（ 1 ) Regarding 2015 Release of Restrictions on the Third Vesting Period under the Annual Restricted Stock Incentive Plan

The company complies with the Measures for the Administration of Equity Incentives for Listed Companies (Trial) and the company’s 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.

Except Wang Zhiqiang, Li Wenjiang, and others 2 Except for the incentive recipients who have already resigned, the others 39 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. 39 The named incentive recipients are in 2015 During the third vesting period stipulated in the “Draft Restricted Stock Incentive Plan” for the year, the Company shall process the corresponding vesting procedures for the recipient.

（ 2 ) Regarding the repurchase and cancellation 2015 Certain Restricted Shares under the Annual Restricted Stock Incentive Plan

We unanimously agree that the company will repurchase and cancel 2015 The portion of restricted shares under the annual restricted stock incentive plan is aligned with the common interests of all shareholders and the recipients, and will not impair the management team and core employees’ duty of due diligence and loyalty to the company. The funds required for the company’s share repurchase are sourced from its own capital 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 2015 In accordance with the provisions of relevant laws and regulations, including the “Draft Restricted Stock Incentive Plan” and the “Administrative Measures for Equity Incentives of Listed Companies (Trial),” no infringement has been committed upon the rights and interests of the Company and all its shareholders.

6、2018 year 8 month 15 Day, We hereby grant prior approval for the related-party transaction involving the capital increase in Dalian Bingshan Group Management Consulting Co., Ltd., which the Company intends to deliberate at the 22nd Meeting of the 7th Board of Directors, and agree to submit this matter for consideration at the said meeting.

7、2018 year 8 month 24 Day, The following independent opinion is hereby expressed on the significant matters deliberated at the 22nd Meeting of the 7th Board of Directors of the Company:

（ 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, the Company’s provision of guarantees to its controlling shareholder in connection with the Special Fund under the China Development Bank Investment Fund was extended into the reporting period. Although formally structured as a guarantee for the controlling shareholder, such arrangement is, in substance, intended to secure funding support for the Company itself. We have 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 ) Regarding the Capital Increase for Dalian Bingshan Group Management Consulting Co., Ltd.

This related-party transaction does not prejudice the interests of the Company or its minority shareholders. Through this capital increase, the management consulting company’s investment capabilities will be further strengthened, enabling it to better leverage Iceberg Group’s strengths—such as its network of partners, government relations, and industry influence—along with the Company’s financial resources, to more proactively explore and cultivate new business areas and thereby effectively support the Company’s healthy growth.

The voting procedure for this related-party transaction was lawful, and the related directors duly recused themselves. The proposed capital increase was unanimously approved.

8、2018 year 12 month 10 Day, Regarding the 25th Meeting of the 7th Board of Directors The independent opinion on the relevant matters is as follows: ：

（ 1 ) Regarding the Termination of Implementation 2016 Annual Restricted Stock Incentive Plan and Repurchase and Cancellation of Related Restricted Shares

We unanimously agree that the Company’s proposed termination of the Restricted Stock Incentive Plan is in full compliance with the relevant provisions of the Company’s incentive plan and applicable laws, regulations, and normative documents; that the repurchase quantity, repurchase price, and termination procedures are lawful and compliant; that no harm has been inflicted on the interests of the Company or all shareholders; and that the termination will not have a material impact on the Company’s day-to-day operations. Accordingly, we approve the Board of Directors’ resolution to terminate the implementation of the Restricted Stock Incentive Plan and to repurchase and cancel the restricted shares that have been granted but remain unvested. 12,221,580 the Board’s decision and agreed to submit the proposal for consideration at the Company’s extraordinary general meeting.

（ 2 ) Regarding External Guarantees Provided by Subsidiaries

The external guarantee provided by the Company’s subsidiary, Wuhan New World Refrigeration Industry Co., Ltd., has duly undergone the requisite deliberation and approval procedures in accordance with applicable laws and regulations, the Company’s Articles of Association, and relevant internal policies and procedures, and therefore does not constitute an unlawful guarantee. This external guarantee is necessary for the Company’s normal production and business operations, and appropriate counter-guarantees have been put in place, ensuring that risks are manageable and that the interests of the Company and its shareholders, particularly small and medium-sized shareholders, are not harmed. Accordingly, we unanimously approve this guarantee.

9、2018 year 12 month 27 Day, The independent opinion on the matters related to the 26th meeting of the 7th Board of Directors of the Company is as follows:

（ 1 ) Report on Candidates for Directors of the Eighth Board of Directors

Nomination of Ji, a non-independent director candidate for the eighth session of the company’s Board of Directors Zhi Jian, Ding Jie, Xu Jun Rao, Fan Yuekun, Takagi Toshiyuki, Shinichi Watanabe, independent director candidates Dai Dashuang, Liu Jiwei, and 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 of the individual as a director candidate complies with all relevant national laws, regulations, and the Company’s Articles of Association; and the Board’s voting procedures were lawful. We unanimously agree that Ji Zhi Jian, Ding Jie, Xu Jun Rao, Fan Yuekun, Takagi Toshiyuki, Shinichi Watanabe, Daishuang Dai, Jiwei Liu, Yan Wang As a candidate for director on the company’s eighth board of directors.

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

                  2019 year 5 month 17 day