Liaoning Huaxia Law Firm

About Bingshan Cold & Heat Technology Co., Ltd.

Two O Two O Legal Opinion on the Annual General Meeting

Liaohua Law Firm, upon reading the letter [ 2020 ］ 004 Number

To: Bingshan Cold & Heat Technology Co., Ltd.

In accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”), the Rules for General Meetings of Listed Companies (hereinafter referred to as the “General Meeting Rules”), the Detailed Implementation Rules for Online Voting at General Meetings of Listed Companies of the Shenzhen Stock Exchange (hereinafter referred to as the “Online Voting Rules”), and other relevant laws and regulations, as well as the Articles of Association of Bingshan Cold & Heat Technology Co., Ltd. (hereinafter referred to as the “Articles of Association”), our firm has accepted the engagement of Bingshan Cold & Heat Technology Co., Ltd. (hereinafter referred to as the “Company”) and assigned attorneys Bao Jingxin and Liu Cuimei to attend the Company’s 2020 Annual General Meeting held on May 14, 2021. We have also issued a legal opinion on the legality of such matters as the convening and procedural compliance of the meeting, the qualifications of persons attending the meeting, the qualifications of the convener, as well as the voting procedures and results of the meeting.

The attorneys of this firm consent to the Company’s publication of this legal opinion as a statutory document for the current shareholders’ meeting and undertake legal liability for the opinions expressed herein in accordance with the law.

In accordance with the industry-recognized standards of practice, ethical norms, and the duty of due diligence expected of lawyers, the attorneys of this firm have reviewed and verified all documents and materials provided by the Company that are relevant to the issuance of this legal opinion. Based on such review and verification, we hereby render the following legal opinion:

I. Procedures for Convening and Holding This Shareholders’ Meeting

(1) This shareholders’ meeting was convened by the Company’s Board of Directors. The notice of the meeting was published on April 24, 2021, in the China Securities Journal, the Hong Kong Commercial Daily, and the Cninfo website, with the date of publication more than twenty days prior to the scheduled holding of the meeting. In the notice of the shareholders’ meeting, the Company provided clear instructions regarding the online voting system, the voting period, and the operational procedures.

(2) The on-site session of this shareholders’ meeting was chaired by the Chairman of the Company, and the time, venue, and matters to be considered at the meeting were consistent with those specified in the notice of the meeting.

The Company has provided a online voting platform for its shareholders. Specifically, online voting via the Shenzhen Stock Exchange trading system will be available from 9:15 a.m. to 9:25 a.m., from 9:30 a.m. to 11:30 a.m., and from 1:00 p.m. to 3:00 p.m. on May 14, 2021; online voting via the Shenzhen Stock Exchange’s internet voting system may be conducted at any time between 9:15 a.m. and 3:00 p.m. on May 14, 2021. The timing and methods for online voting are consistent with the contents of the meeting notice.

Upon verification, the attorneys of this firm are of the opinion that the procedures for convening and holding the Company’s current shareholders’ meeting comply with the relevant laws and regulations, including the Company Law, the Securities Law, and the Rules of the Shareholders’ Meeting, as well as the provisions of the Company’s Articles of Association.

II. Qualifications of Attendees and the Convenor of This Shareholders’ Meeting

(1) Upon verification, the attendance of shareholders and their proxies at this shareholders’ meeting is as follows:

1. A total of 9 shareholders and their proxies attended the on-site meeting of this shareholders’ general meeting, representing 247,656,343 shares, or 29.37% of the company’s total voting shares. The attorneys of this firm verified the identity documents, shareholding certificates, power of attorney letters, the company’s register of shareholders, and other relevant documents and materials submitted by the shareholders and their proxies in attendance, thereby confirming that the aforementioned shareholders and proxies are duly qualified to attend the shareholders’ general meeting.

2. According to the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd., a total of 5 shareholders cast valid votes through the online voting system at this shareholders’ meeting, holding a combined total of 64,280 shares, which represents 0.01% of the company’s total outstanding shares with voting rights.

In summary, upon verification, a total of 14 shareholders and their proxies attended the Company’s current shareholders’ meeting, representing 247,720,623 shares, or 29.38% of the Company’s total voting shares.

(2) In addition to the aforementioned shareholders and their proxies, attendees at this shareholders’ meeting also included certain directors, supervisors, senior management personnel of the Company, and attorneys from our firm.

The attorneys of this firm are of the opinion that the qualifications of the aforementioned persons attending and observing this shareholders’ meeting comply with the provisions of the Company Law, the Rules for Shareholders’ Meetings, and the Articles of Association.

(3) This shareholders’ meeting was convened by the Company’s Board of Directors, and the convener’s qualifications are lawful and valid.

III. Voting Procedures and Results of This Shareholders’ Meeting

(1) Voting Procedure

1. Upon verification by the attorneys of this firm, the matters actually considered at this shareholders’ meeting are consistent with the proposals announced by the Company’s Board of Directors, and no amendments were made to the proposals during the course of the meeting, thereby complying with the relevant provisions of the Company Law, the Rules for Shareholders’ Meetings, and the Company Charter.

2. At the on-site meeting of this shareholders’ general meeting, shareholder representatives, supervisory board representatives, and attorneys from our firm were jointly appointed to conduct the vote-counting and vote-monitoring procedures. The vote-monitoring personnel then tallied the voting results, which were subsequently announced by the chair of the meeting at the venue. The announcement of the voting status and outcomes for each proposal was in full compliance with applicable laws, regulations, and the Articles of Association of the Company.

3. The online voting procedure for this shareholders’ meeting was designed in accordance with the provisions of the Detailed Rules on Online Voting, and the total number of voting rights exercised through online voting as well as the voting results were provided to the Company by Shenzhen Securities Information Co., Ltd., thereby complying with applicable laws and regulations.

In summary, the attorneys of this firm are of the opinion that the voting procedures for this shareholders’ meeting comply with the relevant provisions of the Company Law, the Rules of the Shareholders’ Meeting, and the Articles of Association.

(II) Voting Results

At this shareholders’ meeting, the following proposals were reviewed and approved item by item:

1. Report on the Work of the Company’s Board of Directors for the Year 2020;

2. Report on the Work of the Company’s Supervisory Board for the Year 2020;

3. The Company’s 2020 Annual Financial Settlement Report;

4. Report on the Company’s 2020 Profit Distribution Plan;

5. The Company’s 2020 Annual Report;

6. Report on Authorizing the Company’s Chairman and Management Team to Apply for Bank Credit Lines and Loan Limits for the Year 2021;

7. Report on the Company’s Estimated Routine Related-Party Transactions for the Year 2021;

7.1 Regarding the Company’s projected routine related-party transactions for the year 2021 with its shareholder, Dalian Bingshan Group Co., Ltd., and its controlled subsidiaries;

7.2 Regarding the Company’s projected routine related-party transactions for the year 2021 with Sanyo Electric Co., Ltd., a wholly owned subsidiary of the Company;

7.3 Regarding the Company’s projected routine related-party transactions for the year 2021 with other related parties;

8. Report on the Appointment of the Company’s 2021 Audit Firm;

9. Report on the Sale of Guotai Junan Shares;

10. Report on the Election of Directors to the Eighth Board of Directors of the Company;

10.1 Elect Yin Xide as a director of the Company;

10.2 Elect Zhai Yunling as an independent director of the Company;

10.3 Elect Liu Yuanyuan as an independent director of the Company;

10.4 Elect Yao Hong as an independent director of the Company;

11. Report on the “Shareholder Return Plan of BingShan Cold & Hot Technology Co., Ltd. for the Next Three Years (2021–2023).”

All of the aforementioned proposals were approved by a majority of the voting rights held by shareholders present and entitled to vote, with the statutory quorum requirement satisfied. Notably, Proposal No. 7 involves related-party transactions; the related shareholders recused themselves from voting, and their voting rights were not included in the total number of valid votes cast on such proposal. In addition, Proposal No. 11 was approved by more than two-thirds of the voting rights held by shareholders present at the meeting.

Upon verification, the attorneys of this firm are of the opinion that the voting procedures for the Company’s current shareholders’ meeting comply with the provisions of the Company Law, the Securities Law, the Rules on Shareholders’ Meetings, the Detailed Rules on Online Voting, and other applicable laws, regulations, normative documents, as well as the Company’s Articles of Association, and that the results of the vote are lawful and valid.

IV. Concluding Remarks

In summary, the attorneys of this firm are of the opinion that the convening and conduct of the Company’s current shareholders’ meeting comply with the provisions of the Company Law, the Rules for Shareholders’ Meetings, the Detailed Rules on Online Voting, and other applicable laws, regulations, normative documents, as well as the Company’s Articles of Association; that the qualifications of the attendees and the convener of the meeting are lawful and valid; and that the voting procedures and voting results of the meeting are lawful and valid.

(This page contains no substantive text; it is the signature page for the “Legal Opinion of Liaoning Huaxia Law Firm on the 2020 Annual General Meeting of Shareholders of Bingshan Cold & Heat Technology Co., Ltd.”)

Liaoning Huaxia Law Firm (Seal) Handling Attorney (Signature):

Person in Charge (Signature): Bao Jingxin:

Jiang Hui: Liu Cuimei:

May 14, 2021