Iceberg Cold & Heat Technology Co., Ltd.

Independent Director 2019 Annual Performance Report

Dear Shareholders:

2019 In the year under review, as independent directors of BingShan Cold & Heat Technology 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 participated in the shareholders’ general meetings. 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. 2019 Annual Attendance at Board Meetings and Shareholders’ Meetings

1 , Attendance at Board Meetings

2 , Attendance at the Shareholders’ Meeting

2019 In the year, the company held a total of shareholder meetings. 3 On this occasion, we attended all the meetings.

II. 2019 Annual Disclosure of Independent Opinions

1、2019 year 1 month 17 Day, to 2019 The independent opinion on the significant matters deliberated at the First Extraordinary General Meeting of Shareholders and the First Session of the Eighth Board of Directors for the year is as follows:

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

The members of the Company’s Eighth Board of Directors—Ji Zhijian, Ding Jie, Xu Junrao, Fan Yuekun, Takaki Toshiyuki, Watanabe Shinichi, Dai Dashuang, Liu Jiwei, and Wang Yan—meet the qualifications for office as prescribed by applicable laws, regulations, and the Company’s Articles of Association. The procedures adopted by the Board in nominating them 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, Ding Jie, Xu Junrao, Fan Yuekun, Takaki Toshiyuki, Watanabe Shinichi, Dai Dashuang, Liu Jiwei, and Wang Yan as directors of the Company’s Eighth Board of Directors.

    （ 2 ) Opinions on the Appointment of Senior Management Personnel

After reviewing the personal resumes and other relevant materials of the newly appointed General Manager Ding Jie, Deputy General Managers Fan Yuekun and Ma Yun, 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. To our knowledge, the educational background, work experience, and physical condition of each of the aforementioned individuals enable them to adequately perform 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 full 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 Ma Yun, and Board Secretary Song Wenbao.

2、2019 year 3 month 13 Day, We hereby provide our prior approval for the Company’s proposed agenda item at the Second Meeting of the Eighth Board of Directors, concerning the Company’s routine related-party transactions, and agree to submit this matter for consideration at the said meeting.

3、2019 year 3 month 20 Day, The independent opinion on the significant matters deliberated at the Second Session of the Eighth 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.

4、2019 year 4 month 9 On [date], prior approval was granted for the matters to be considered at the Third Session of the Eighth Board of Directors.

（ 1 ) About the Company 2019 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 Third Meeting of the Eighth Session of the Board of Directors.

（ 2 ) Regarding the engagement of the company 2019 Report of the Annual Audit Firm

We agree to re-engage ShinWing Certified Public Accountants (Special General Partnership) as the Company’s 2019 The annual auditing firm has agreed to submit this report for consideration at the third meeting of the eighth session of the Board of Directors.

5、2019 year 4 month 19 Day, The independent opinions on the significant matters deliberated at the Third Meeting of the Eighth Session of the Company’s Board of Directors, as well as other significant matters of the Company, are set forth below:

（ 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, the Company’s subsidiary, Wuhan New World Refrigeration Industry Co., Ltd., intends, due to project requirements, to provide joint and several liability guarantee for a bank loan to its customer, Anhui Songze Energy Co., Ltd. This 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 the risks are controllable and do not harm the interests of the Company or its shareholders, particularly small and medium-sized shareholders. Therefore, we have issued a unanimous independent opinion in favor of the proposal.

Upon review, except for the aforementioned external guarantees, the Company has not provided any guarantees for non-legal 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 2018 Annual status of routine related-party transactions and 2019 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 business operations and development needs, involve reasonable transaction prices, do not prejudice the interests of the Company or non-affiliated shareholders, and were deliberated by the relevant directors who recused themselves from voting. There is no conduct that harms the interests of the Company and its shareholders, particularly small and medium-sized shareholders.

（ 3 ) About the Company 2018 Opinions on Annual Executive Compensation

Company 2018 The determination of the annual executive compensation takes into account, in a comprehensive manner, the company 2018 The status of annual business plan completion, as well as the progress in implementing the transformation and upgrading strategy and the Deep Enthalpy Energy strategy. We unanimously agreed that the company 2018 Determination of the annual operator’s income.

（ 4 ) About the Company 2018 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 2018 The annual internal control evaluation report accurately reflects the aforementioned facts.

In summary, we agree with the company. 2018 Annual Internal Control Evaluation Report.

（ 5 ) About the Company 2018 Opinions on the Annual Social Responsibility Report

We believe: the company 2018 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. 2018 Annual Corporate Social Responsibility Report.

（ 6 ) Opinions on the Company’s Cash Dividends

Proposed by the company’s board of directors 2018 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 2018 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.

6、2019 year 5 month 17 On [date], the following independent opinion is hereby expressed on matters related to the Fourth Meeting of the Eighth Session of the Company’s Board of Directors:

（ 1 ) Regarding the Candidates for Directors of the Eighth Board of Directors

Nominees for the Eighth Board of Directors Sadaaki Yokoo, Shigeyuki Nishimoto 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. Sadaaki Yokoo, Shigeyuki Nishimoto As a candidate for director on the company’s eighth board of directors.

7、2019 year 8 month 23 Day, We hereby express our independent opinion on the matters deliberated at the fifth meeting of the eighth session of the Company’s Board of Directors, specifically regarding 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, as follows:

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’s subsidiaries Wuhan New World Refrigeration Industry Co., Ltd., due to project requirements, Providing joint and several liability guarantee for bank loans obtained by its client, Anhui Songze. Given that the transaction is necessary for the Company’s normal production and business operations, has undergone the requisite deliberation procedures, and is accompanied by counter-guarantee measures that ensure risk is manageable, and further considering that it does not prejudice the interests of the Company or its shareholders, particularly small and medium-sized shareholders, we hereby express our unanimous and independent opinion in favor.

Upon review, during the reporting period the Company did not provide any guarantees for any unincorporated entities or individuals, aside from the aforementioned external guarantees.

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.

8、2019 year 12 month 20 Day, To the Eighth Session of the Seventh Board of Directors of the Company The independent opinion on the relevant matters is as follows: ：

（ 1 ) Regarding the Change of Company Name and Scope of Business

The proposed change of the company’s name and business scope is consistent with the company’s actual operating activities, aligns with its principal business, and will help enhance the company’s brand value. There is no evidence that the name change will be used to influence the company’s stock price or mislead investors, nor is there any indication that it will harm the interests of the company or its minority shareholders. We unanimously approve the proposed change of the company’s name and business scope.

III. On-site Inspection Findings

2019 This year, we conducted on-site inspections by attending in-person meetings, reviewing the company’s board meeting deliberation procedures and meeting materials, and engaging in in-depth discussions with senior management on the company’s future development. Through these on-site inspections, we provided recommendations to ensure the company’s compliant operations and laid a solid foundation for its steady and sound growth.

IV. 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

                  2020 year 5 month 15 day