*St Zhongrong ((000982): Equity Acquisition Plans To Enter Lithium Battery Industry

Stock Code: 000982 stock abbreviation: * ST Zhongrong Announcement No.: 2021-25

Ningxia Zhongyin Cashmere Industry Co., Ltd. invested and established Chengdu Xiangheng new energy materials Investment Management Center (limited partnership) and increased capital and acquired 100% equity of Dujiangyan juhengyi New Material Co., Ltd Announcement on acquisition of 80% equity of Sichuan Ligu New Energy Technology Co., Ltd

The company and all members of the board of directors guarantee that the information disclosure content is true, accurate and complete, and there are no false records, misleading statements or major omissions.

Important content tips:

● names of investment targets: Chengdu Xiangheng new energy materials Investment Management Center (limited partnership) (subject to the name approved by the industrial and commercial administration, hereinafter referred to as "Chengdu Xiangheng", "partnership"), Dujiangyan juhengyi New Material Co., Ltd. (hereinafter referred to as "juhengyi new material"), Sichuan Ligu New Energy Technology Co., Ltd. (hereinafter referred to as "liguxineng") Source ").

Investment amount: the scale of the partnership is 150 million yuan. Ningxia Zhongyin Cashmere Industry Co., Ltd. (hereinafter referred to as "the company") is a limited partner and plans to make a capital contribution with its own capital, The company's wholly-owned subsidiary, Beijing Junlan Investment Co., Ltd. (hereinafter referred to as "Beijing Junlan") plans to invest RMB 1.5 million with its own capital, accounting for 1%, and the total investment proportion of the company and its wholly-owned subsidiary is 100%.

The company plans to sign relevant agreements, increase capital by RMB 42 million and acquire 100% equity of juhengyi new materials through partnership, and purchase 80% equity of Ligu new energy with RMB 8 million.

Market risk and integration risk after transaction completion

The acquisition target is mainly engaged in new energy lithium battery cathode material and graphite material business, which is quite different from the company's existing business. After the completion of the acquisition, if the business, personnel, management and other aspects of the integrated development is not as expected, it may have an adverse impact on the company's performance.

Please pay attention to the above risks.

1、 Overview of foreign investment

（1） Basic information of the investment

In order to explore development opportunities other than cashmere business, build a "Cashmere business + industrial investment" dual main business model, broaden the company's profit channels, and improve the company's profitability, after the deliberation of the 25th meeting of the seventh board of directors of the company, it was decided to invest in the establishment of Chengdu Xiangheng new energy materials Investment Management Center (limited partnership) for: (1) increase capital and acquire Dujiangyan City (2) acquisition of 80% equity of Sichuan Ligu New Energy Technology Co., Ltd.

The scale of the partnership is 150 million yuan. As a limited partner, the company plans to invest RMB 148.5 million with its own capital, accounting for 99%; Beijing Junlan Investment Co., Ltd., a wholly-owned subsidiary of the company, as the general partner, plans to invest RMB 1.5 million with its own capital, accounting for 1%. The company and its wholly-owned subsidiary, Beijing Junlan, have a total investment ratio of 100%.

On March 30, 2021, the company signed a capital increase and equity transfer agreement with juhengyi new material, natural person Hu Zonggui and natural person Xiao Zhiqiong, and planned to increase capital and acquire juhengyi new material through the partnership, with a total transaction price of RMB 4, After the completion of the transaction, the company holds 100% of the equity of juhengyi new material, and juhengyi new material becomes a wholly-owned subsidiary of the company.

On March 30, 2021, the company signed an equity acquisition agreement with Li Gu new energy, a natural person Liu Feng and a natural person Liao Xiuxiang. The company intends to acquire shares of Ligu new energy through a partnership, with a total transaction price of RMB 8 million. After the transaction, the company holds 80% of the equity of Ligu new energy and becomes the controlling shareholder of Ligu new energy.

（2） Examination and approval

The company has held the 25th meeting of the 7th board of directors by means of communication voting on March 30, 2021. The meeting deliberated and passed the proposal on investment and establishment of Chengdu Xiangheng new energy materials Investment Management Center (limited partnership) and the proposal on increasing capital and acquiring 100% equity of Dujiangyan juhengyi new material Co., Ltd. by 9 votes in favor, 0 against and 0 abstention 》About the acquisition of Sichuan Ligu New Energy Technology Co., Ltd

80% equity of the company. According to the rules for listing shares of Shenzhen Stock Exchange and the articles of association of Ningxia Zhongyin cashmere Co., Ltd., the investment can come into effect after being deliberated and approved by the board of directors, without the need to submit it to the general meeting of shareholders for deliberation. At the same time, the chairman is authorized to sign relevant documents.

（3） Related party transactions

This investment does not constitute a connected transaction, nor does it constitute a material asset reorganization as stipulated in the administrative measures for material assets reorganization of listed companies. The controlling shareholders, actual controllers, shareholders holding more than 5% shares, directors, supervisors and senior managers of the listed company did not participate in the subscription of the partnership shares. This investment will not lead to horizontal competition or related party transactions.

2、 Chengdu Xiangheng new energy materials Investment Management Center (limited partnership), one of the investors

（1） Basic information of investors

The structure of the company's property right and control relationship is as follows:

After inquiry, Beijing Junlan Investment Co., Ltd. and its shareholders are not the main body responsible for breach of trust, but wholly-owned subsidiaries of the company.

（2） Basic information of investment target

Enterprise structure:

（3） Main contents of the partnership agreement to be signed

1. Amount and mode of capital contribution

The total subscribed capital contribution is RMB 150 million, and all partners make capital contribution in currency. The company's subscribed capital is 148.5 million yuan, and the capital source is the company's own funds. Name of partner, mode of capital contribution, amount and time limit for payment:

Time limit for payment of capital contribution: the date of capital contribution of general partner Beijing Junlan Investment Co., Ltd. is before April 30, 2021, and that of limited partner Ningxia Zhongyin Cashmere Industry Co., Ltd. is before April 30, 2021.

2. Duration of partnership: the duration of the partnership is [10] years, calculated from the date of establishment of the partnership. If the investment project of the enterprise has not been withdrawn completely [3] months before the expiration of the renewal period, the enterprise may extend [1] year as the extension period upon the proposal of the general partner and the consent of all partners.

3. Partner meeting: the partnership meeting is the highest authority of the partnership, composed of all partners. Unless otherwise specified in this agreement, the meeting of partners shall be held only when all partners are present. The meeting of partners may be conducted in the form of on-site meeting, which shall be determined by the convener of the meeting and specified in the meeting notice. If the partner is a natural person, he / she shall attend the meeting in person or by his / her authorized representative with the original power of attorney; if the partner is a legal person or other organization, his / her authorized representative shall attend the meeting in person with the power of attorney with the official seal of the partner; the partners participating in the meeting shall sign the vote or resolution on the spot.

In principle, the meeting of partners shall be held once a year and convened by the executive partner. Any partner may hold an interim meeting of partners upon confirmation by the executive partner. If the executive partner is negligent in performing his duties, the limited partners representing more than one third of the paid in capital contribution have the right to call and preside over the meeting on their own;

The convener of the meeting shall send a notice to all partners within 15 days before the meeting. The notice shall specify the time, place, method, topic of the meeting and the necessary voting

Meeting materials, agenda, contact person and contact information. The documents to be considered in the meeting agenda shall be submitted to all partners for review three working days in advance.

Unless otherwise provided by law and this agreement, the resolutions made by partners on relevant matters of the partnership shall be approved by the partners or all partners representing more than two-thirds of the voting rights (determined according to the proportion of paid in capital contribution) according to different deliberative matters. The partners' meeting shall exercise the following functions and powers:

(1) Change the name of the partnership;

(2) Change the business scope of the partnership and the location of its main business premises;

(3) Dispose of the real estate of the partnership; transfer or dispose of the intellectual property and other property rights of the partnership;

(4) To make resolutions on the increase, reduction, merger, division, dissolution, liquidation or change of the form of the partnership;

(5) To amend the partnership agreement;

(6) To appoint a person other than a partner as the operation and management personnel of the partnership;

(7) To decide on the admission and withdrawal of new partners;

(8) To decide that the limited partner and the general partner should change to each other;

(9) Extend the duration of the partnership;

(10) To examine and approve the exit income report, profit distribution plan, loss recovery plan and liquidation report of the partnership;

(11) Other functions and powers stipulated in this agreement or stipulated by laws and regulations.

4. Investment decision making Committee and investment matters: the partnership shall set up an investment decision-making committee with [3] members, including [1] appointed by executive partners and [2] appointed by limited partners. The investment decision-making committee shall have a director, who shall be appointed by the executive partner. The director shall be responsible for convening and presiding over the meetings of the investment decision-making committee. The voting system is adopted in the investment decision-making process, each member has one vote, a total of [3] votes; the resolution formed by the investment decision-making committee must be passed by more than [2] votes (including).

The functions and powers of the investment decision making committee are as follows:

(1) According to the agreement, make decisions on the investment of the project to be invested by the partnership and the important post investment management matters and exit matters of the invested project.

(2) Discuss other matters that executive partners think should consult the investment decision making Committee.

(3) Other functions and powers granted by this Agreement and the partners' meeting.

5. The expenses of the partnership are the operating expenses of the partnership.

(1) Partnership operating expenses

(a) Expenses incurred by the partnership for registration, qualification examination, tax exemption procedures, financial agency bookkeeping, and reasonable taxes and other charges;

(b) Annual report audit fee, lawyer fee, evaluation fee, notarization fee, partner meeting fee, equity transaction fee, change registration, annual inspection of industry and commerce, information disclosure fee and various administrative fees incurred by the partnership during the year;

(c) Lawyer's fees, consulting fees, tax fees, assessors' fees, consultant's fees, accountant's fees, etc. (but those related to the selection and evaluation of investment projects, investment decisions, post investment management and project investment exit decisions) incurred by employing an independent third party to issue legal advice, financing proposals, tax proposals and accounting suggestions (including audit) for the purpose of safeguarding the interests of the partnership Except for use);

(d) Reasonable transaction costs of taxes and other compliance fees incurred in the process of managing, using or disposing the assets of the partnership, the inquiry fee for the balance of the bank special account for the annual audit of the partnership, the management fee for the bank special account, the bank transfer fee, the securities account opening fee, the securities transaction fee, the stamp duty on securities transaction, the value-added tax and surcharges, etc;

(e) Production and printing costs of the partnership's own documents or books of account;

(f) In order to protect the rights of the partnership, the costs of dispute settlement arising from litigation or arbitration initiated by the partnership as the main body;

(g) Liquidation expenses at the termination of the partnership;

(h) Fees for partner meetings;

(i) Other expenses that shall be borne by the partnership shall be confirmed by unanimous vote at the meeting of partners.

(2) Expenses not included in the operating expenses of the partnership:

(a) Expenses incurred by the executive partner due to non performance or incomplete performance of obligations, and

(b) if the partnership does not actually pay the investment funds for a project, all the above expenses which have been included in the operating expenses of the partnership and related to the project shall not be included in the expenses of the partnership, and shall be borne by the executive partner; (c) if the partnership does not actually pay the investment funds for a certain project, all the expenses listed in the operating expenses of the partnership and related to the project shall be borne by the executive partner; (c) the executive partner's own Operating and administrative expenses.

(3) All partners agree that the above operating expenses shall be paid by the partnership according to the actual amount incurred. When the book capital of the partnership is insufficient to cover the above expenses, the executive partner shall make advance payment according to the actual amount, and the partnership shall pay to the executive partner at the time of termination of liquidation.

(4) Each party confirms that the partnership or the partners shall not pay any other expenses except the operating expenses of the partnership which have been clearly stated above, except those approved by unanimous vote at the partners' meeting.

8. Profit distribution and loss sharing mode:

(1) Income distribution

The remaining income of the partnership after deducting: (I) the taxes, if any, payable by the partnership in respect of such income; (II) the partnership's fees (operating expenses) payable but not yet paid by the partnership; and (III) the partnership shall set aside to cover future expenses of the partnership. All partners agree that the distributable cash of the partnership shall be distributed in the following order:

(a) Capital return. Firstly, the distribution shall be made according to the paid in capital contribution of the general partner until the cumulative distribution amount obtained by the general partner is equal to its paid in capital contribution up to the time point of the distribution; and the rest shall be distributed to all limited partners in proportion to the paid in capital contribution of all limited partners until the cumulative distribution amount obtained by such partners is equal to that of such partners The amount of paid in capital contribution;

(b) The rest. After the above capital return is completed, the remaining part shall be owned by the limited partners.

(2) Loss sharing

In case of loss, each partner shall bear the loss of the partnership according to the proportion of the paid in capital contribution, unless otherwise specified in this agreement.

(3) The profit distribution plan, loss recovery plan and exit income plan of the partnership shall be formulated by the executive partner and implemented within one month after being submitted to the partners' meeting for deliberation and approval. If there are other distributions and loss bearing

The proposal shall be proposed by the executive partner and implemented after being deliberated and approved by the partners' meeting.

9. Dissolution and liquidation of the partnership: in case of any of the following circumstances, the partnership shall be dissolved and enter into liquidation procedure in accordance with the agreement:

(1) Upon the expiration of the partnership term, all partners decide not to operate any more;

(2) The cause of dissolution stipulated in the partnership agreement appears;

(3) All partners decide to dissolve;

(4) The number of partners has not reached the quorum for 30 natural days;

(5) The purpose of partnership as stipulated in the partnership agreement has been realized or cannot be realized;

(6) The business license is revoked, ordered to close down or revoked according to law;

(7) Other reasons stipulated by laws and administrative regulations.

When the partnership is dissolved, all partners agree that the general partner shall act as the liquidator and organize liquidation under the supervision of other partners. The liquidator is responsible for convening the liquidation group meeting and signing legal documents on behalf of the partnership and the liquidation group. The liquidator shall dissolve the partnership and liquidate all the assets of the partnership in accordance with the applicable laws and regulations and the agreement.

10. Applicable law and dispute resolution: the signing, modification, interpretation and performance of this Agreement shall be governed by Chinese laws.

11. Liability for breach of contract: unless otherwise agreed in this agreement, if the partner fails to pay the investment fund within the time limit of the notice of capital contribution notice, it shall be deemed as breach of contract and shall bear corresponding liabilities for breach of contract.

3、 The second investment target "Dujiangyan juhengyi New Material Co., Ltd."

（1） Basic information of counterparties

Natural person: Hu Zonggui (ID No.: 5101271959 XXXXXXXX, address: Dujiangyan City, Sichuan Province)

Natural person: Xiao Zhiqiong (ID No.: 5101271956 xxxxx, address: Dujiangyan City, Sichuan Province)

According to the inquiry, the above-mentioned natural person has no relationship with the company and is not the person to be executed due to dishonesty.

（2） Basic information of transaction object

Company name: Dujiangyan juhengyi New Material Co., Ltd

Place of business: No.1 Fengming Road, Dujiangyan Economic Development Zone, Chengdu, Sichuan

Registered capital: 3.2 million RMB legal representative: Xiao Zhiqiong time of establishment: June 27, 2003 business scope: general projects: research and development of new materials technology, manufacturing of graphite and carbon products, sales of graphite and carbon products, sales of metal products, leasing of non residential real estate (in addition to the projects that need to be approved according to law, business activities shall be carried out independently with business license). Unified social credit Code: 91510181749738285e the structure of property right and control relationship of the company before the capital increase is as follows:

After inquiry, juhengyi new material and its shareholders are not the main body responsible for breach of trust; the equity of transaction object held by Hu Zonggui and Xiao Zhiqiong is pledged to Dujiangyan sub branch of Sichuan Tianfu Bank Co., Ltd.

After the capital increase and equity transfer, the company's equity and control relationship structure are as follows:

（3） Main business

Since its establishment, juhengyi New Material Co., Ltd. has been focusing on the core business of "professional graphitization", which is mainly composed of isostatic pressing roasting, isostatic pressing graphitization and graphitization processing of lithium battery anode materials. From 2018 to 2021, juhengyi new materials was successively rated as "Chengdu new material enterprise" by Chengdu economic and Information Bureau.

As a new type of carbon graphite material, isostatic pressing graphite has many excellent properties, such as isotropy, high temperature resistance, corrosion resistance, high conductivity, high thermal conductivity, self lubrication, low expansion coefficient and high temperature and high strength. It is widely used in photovoltaic solar thermal field materials, EDM mold processing, cemented carbide (vacuum furnace heater, sintering plate, etc.), mining (manufacturing bit mold), chemical industry (exchange) In the fields of heat exchanger and anticorrosive parts, metallurgy (Tongguo), machinery (mechanical seal), etc. Based on the graphite chemical process of lithium battery anode material is one of the core processes of anode material production, juhengyi new material actively carries out the research on graphitization processing of lithium battery anode material, carburizer and carbon / carbon composite material

And development work. The core team of juhengyi new materials has been engaged in the technical research and production of graphitization field for 25 years, and has rich experience in graphitization production and product sales. After the implementation of this investment, the team will continue to be the core technology and operation team of juhengyi new materials, responsible for process research and development, product production and sales, which can ensure the company's continuous and stable operation.

（4） Financial situation of the latest year (audited) and the current period:

Unit: yuan (RMB)

（5） The audit results of juhengyi New Material Co., Ltd

The company hired Lixin certified public accountants Co., Ltd. to audit the financial statements of juhengxin new materials as of December 31, 2020. According to the audit report of Dujiangyan juhengyi new materials Co., Ltd. (xhuishibao Zi [2021] No. zb50077), as of December 31, 2020, the total assets of juhengxin new materials were 2, 9.9949300 yuan, total liabilities 24.2318 million yuan, net assets 5.7175 million yuan.

（6） Pricing policy and pricing basis:

Pricing policy: negotiated pricing

Pricing basis: Beijing zhongtianhua Assets Appraisal Co., Ltd. has been entrusted by the company to issue the assets appraisal report on the total equity value of the shareholders of Dujiangyan juhengyi New Material Co., Ltd. [zhongtianhua zipingbao Zi [2021]

No. 10243]. According to the appraisal report, the book value of total assets of Dujiangyan juhengyi New Material Co., Ltd. is 29.9493 million yuan, the appraisal value is 42.0348 million yuan, the value-added value is 12.0855 million yuan, and the value-added rate is 40.35%; the book value of liabilities is 24.2318 million yuan, and the appraisal value is 2, 4.2318 million yuan, the value-added amount is 0.00 yuan, the value-added rate is 0.00%, and the book value of net assets is

The evaluation value is 17.803 million yuan, and the value-added value is 12.0855 million yuan

211.38%。

According to the appraisal report, the appraisal value of all shareholders' equity of Dujiangyan juhengyi New Material Co., Ltd. is 21.4374 million yuan, and the value added is 15.7199 million yuan, and the value-added rate is 274.94%. Considering the applicable premise of the appraisal method and meeting the appraisal purpose, the appraisal result of income method is selected as the final appraisal conclusion, that is, the total equity value of the shareholders of Dujiangyan juhengyi New Material Co., Ltd. is 21.4374 million yuan.

（7） The main contents of the capital increase and equity transfer agreement are as follows:

Party A (former shareholder of the company)

Party A: Hu Zonggui

Party A B: Xiao Zhiqiong

Party B (Investor): Ningxia Zhongyin cashmere Co., Ltd

Party C (target company): Dujiangyan juhengyi New Material Co., Ltd

Article 3 equity acquisition plan of the target company

1. All parties agree that the transaction price of Party B's investment shall be determined by the parties through negotiation on the basis of the appraisal value confirmed by the appraisal report issued by the appraisal institution. Party B has entrusted Beijing zhongtianhua Assets Appraisal Co., Ltd., which is qualified for securities business, to issue the assets appraisal report (zthzpbz [2021] No. 10243). The report takes [December 31, 2020] as the evaluation base date, and adopts the asset-based method and income method to evaluate all the shareholders' equity of the target company The appraisal conclusion adopts the appraisal result of income method, and determines that the appraisal value of all shareholders' equity of the target company on the appraisal base date is [21.4374] million yuan.

Through friendly negotiation between the parties on the basis of the appraisal value confirmed in the asset appraisal report, all parties confirm that Party B shall be valued at 20.58 million yuan of the target company (hereinafter referred to as "the valuation before capital increase of the target company")

To increase the capital of the target company by 21.42 million yuan. Based on the valuation of the target company before the capital increase and the capital increase arrangement of Party B to the target company, the parties confirm that Party B will purchase all the equity of the target company held by Party A after the capital increase of the target company with the valuation of 42 million yuan after the capital increase of the target company, and the transaction consideration of the equity transfer is RMB 20.58 million yuan.

2. On the premise of meeting the preconditions of this agreement, Party B shall contribute [2142] million yuan (hereinafter referred to as "capital increase") for capital increase, of which 3330612.24 yuan is included in the registered capital, and the remaining 18089387.76 yuan is included in the capital accumulation fund of the target company. After the completion of capital increase, the equity structure of the target company is as follows:

3. After the completion of capital increase, Party B shall contribute [20.58] million yuan (hereinafter referred to as "equity transfer price") to acquire 49% equity of the target company held by Party A. After the completion of the equity transfer, Party B holds 100% equity of the target company.

4. Party A voluntarily waives the preemptive right of this capital increase and the preemptive right of this equity transfer.

Article 4 payment of investment funds

1. Payment of capital increase

All parties agree that Party B shall pay the target company a capital increase of [2142] million yuan within 5 working days from the date when this Agreement comes into effect and the preconditions stipulated in Article 2 are reached.

2. Payment of equity transfer price

(1) All parties agree that Party B shall pay the first equity transfer price of RMB 3.2 million to Party A within 5 working days after the agreement comes into effect and the preconditions specified in Article 2 are reached. Among them, 2.942.75 million yuan of equity transfer price was paid to Party A A and 257250 yuan was paid to Party A B.

(2) Within 5 working days after the completion of the industrial and commercial registration change of this equity transfer, Party B shall pay Party A a a the second equity transfer price of RMB 8 million.

(3) The remaining equity transfer price not paid to Party A is RMB 9.38 million. This part shall be used as the performance commitment deposit of Party A, which shall be calculated and confirmed according to the performance commitment, and shall be paid to Party A in a lump sum before June 30, 2023.

3. The target company shall issue the capital contribution certificate and the list of shareholders to Party B within 1 working day after receiving the capital increase fund and the first equity transfer price. The list of shareholders and capital contribution certificate shall indicate that Party B holds 100% equity of the target company and the paid in registered capital is RMB 6530612.24. Article 5 transitional period arrangement and commitment

1. During the transitional period, the target company, as a continuous operating entity, does not have any major violations of laws and regulations, does not dispose of its major assets other than those disclosed to Party B or set up a guarantee on it, nor does it incur or assume any debt or guarantee without the consent of Party B.

2. During the transition period, unless otherwise agreed in this agreement, without the prior written consent of Party B, Party A and the target company shall ensure that the target company will not encounter the following situations during the transition period:

(1) Change and adjust its existing business policies and policies before the signing date of this agreement, make substantial changes to the existing business, or carry out any business other than the existing business (the existing business scope is subject to the business scope specified in the business license of the target company as of the signing date of this Agreement), or suspend or terminate the existing main business;

(2) Increase or decrease the registered capital, or subscribe for equity or set other rights that can be converted into equity, or grant or agree to grant any right to acquire or subscribe for the target equity;

(3) To distribute profits or other property, or to pass resolutions on the distribution of profits or other property;

(4) To adjust and amend the articles of association of the company (except for the purpose of this capital increase and equity transfer);

(5) Settle any dispute that may cause significant loss to the target company, or institute litigation or arbitration.

3. All parties agree that during the transitional period, the part of net assets increased due to profits or other reasons of the target company shall be owned by Party B, and the part of net assets reduced due to loss or other reasons shall be borne by Party A.

4. In case of the decrease or loss of the target company's assets due to the reasons of Party A during the transitional period and the decrease of the quantity and value of the assets in the asset list recorded in the appraisal report, Party A shall pay the asset loss fee to Party C. The asset loss fee can be deducted from the equity transfer price in equal amount, and Party B shall pay directly to the target company on behalf of Party A.

5. The legal representative, executive director and supervisor of the target company shall be the personnel appointed by Party B from the effective date of this agreement to the date of the completion of the registration procedures for this investment industrial and commercial change.

Article 6 delivery and industrial and commercial alteration

1. Party A agrees that since the effective date of this agreement, Party B shall take over all affairs of the target company, including but not limited to the daily operation and financial affairs of the target company, as well as all seals, certificates and financial books of the target company. Party A and the target company shall actively cooperate.

2. After this Agreement comes into effect, the target company shall amend the original articles of association according to the contents of this agreement, hold a shareholders' meeting to review the articles of association and appointment of executive directors and supervisors, and complete the relevant industrial and commercial registration procedures with the industrial and commercial registration authority, and all parties shall actively cooperate.

3. Industrial and commercial changes of the capital increase

(1) Party A and the target company promise to complete the industrial and commercial registration procedures for the capital increase within [10] working days from the effective date of this Agreement (including but not limited to new registered capital, change of shareholders, change of legal representative, amendment of the company's charter in accordance with the agreement, etc.). In case of failure to complete the project on schedule, Party A and the target company shall inform Party B in writing, and the change period may be appropriately extended with the written consent of Party B.

(2) Within 5 working days after the target company obtains the renewed business license, it shall provide Party B with a copy of the business license stamped with the company's official seal and the registration information document with the shareholder's situation after the completion of the capital increase sealed by the company registration authority. The expenses required for handling the industrial and commercial change registration procedures shall be borne by the target company.

(3) If the target company fails to complete the industrial and commercial change registration involved in the capital increase for more than [10] working days, Party B shall have the right to notify Party A and the target company to terminate this agreement, and the target company shall return all the capital increase funds to Party B, and shall pay liquidated damages to Party B according to the standard of 3 / 10000 per day from the payment date of capital increase to the date when the target company actually returns all the capital increase funds.

4. Industrial and commercial changes of the equity transfer

(1) All parties agree to ensure the completion of the industrial and commercial registration procedures for the equity transfer (including but not limited to shareholder changes, new articles of association, etc.) within 1 month from the date of payment of the first equity transfer price by Party B. In case of failure to complete the project on schedule, Party A and the target company shall inform Party B in writing, and the change period may be appropriately extended with the written consent of Party B.

(2) If Party A and the target company fail to complete the industrial and commercial change registration involved in the equity transfer for more than [10] working days, all parties agree that the relevant provisions of this Agreement on equity transfer shall be terminated, and Party A shall return all the paid equity transfer price to Party B according to the standard of 0.03% per day from the payment date of equity transfer price to the actual return date of Party A Party A shall pay liquidated damages.

(3) Within 5 working days from the date when the target company completes the industrial and commercial registration change of this equity transfer

Party B shall provide the registration information document which records the situation of the shareholders after the completion of the equity transfer, which is sealed by the company registration authority, and the expenses required for handling the industrial and commercial change registration procedures shall be borne by the target company.

Article 7 performance commitment

1. Party A promises to sign a consultant / labor contract, confidentiality and intellectual property agreement, non competition agreement or terms with the target company for no less than 2 years as the management personnel of the target company, and will work full-time in the target company during the performance commitment period, and promise to assist Party B in training key technical personnel.

2. Party A undertakes that the total pre tax profit of the target company in 2021 shall not be less than RMB 8 million, and that in 2022 shall be no less than RMB 10 million.

The accounting of the total pre tax profit mentioned above does not include the reward given to the management personnel due to the over fulfillment of the performance commitment in article 7.6 of this agreement. For the avoidance of doubt, this is only the adjustment under the measurement caliber of the corresponding performance commitment, which does not affect the results of the actual financial statement data of the target company.

3. If the target company's total pre tax profit during the performance commitment period fails to reach the target company's total pre tax profit, Party A promises to compensate the target company. The specific compensation method is: the compensation amount of performance commitment = the total pre tax profit committed during the performance commitment period - the total pre tax profit realized during the performance commitment period.

4. Return of performance guarantee deposit of Party A:

(1) If the total pre tax profit of the target company exceeds the total promised pre tax profit, Party B undertakes to return the performance guarantee deposit to Party A in full before June 30, 2023;

(2) If the total pre tax profit of the target company fails to reach the promised total profit before June 30, 2023, Party B promises to pay Party A A with the performance commitment deposit deducting the performance commitment compensation amount.

In order to avoid disputes, Party B has the right to deduct the relevant compensation or compensation liability (including but not limited to performance commitment compensation) that should be undertaken by Party A in accordance with this agreement. If the relevant compensation or compensation should be paid to the target company, Party B shall pay to the target company directly on behalf of Party A before June 30, 2023 after deduction.

5. All parties agree to conduct a special audit on whether the target company has completed the accumulated performance commitment during the performance commitment period before April 30, 2023. If any party considers it necessary, it has the right to require the target company to employ an audit institution for audit, and take the relevant documents issued by the audit institution as the basis for judging whether the target company has fulfilled the performance commitment.

6. All parties agree that if the target company exceeds the performance commitment, the target company will award the management personnel. The specific reward distribution standard shall be determined by all parties through consultation. Article 8 special agreement

1. From the date when this Agreement comes into effect and the target company receives the capital increase payment and Party A receives the first equity transfer price, Party B shall enjoy 100% equity of the target company and shall enjoy and undertake the rights related to such rights.

The rights mentioned above include but are not limited to the right to gain from holding a proportion of the equity of the target company, the preemptive right to subscribe for capital increase, the right to dividends, other income rights, and the right to distribute the remaining property after the dissolution or liquidation of the target company.

2. Party A irrevocably undertakes that without the consent of Party B, Party A shall not engage in the same or similar business in any other name (including but not limited to holding shares, holding shares, holding on behalf of or holding a post) in any other name (including but not limited to holding shares, participating in shares, holding on behalf of or holding a post) to engage in the same or similar business of [isostatic pressing roasting, isostatic pressing graphitization and manufacturing and marketing of carbon products, processing of lithium battery anode materials]. If before the signing of this agreement, Party A holds the equity of the company with the same or similar business with the target company or holds a post in any other company with the same or similar business other than the target company, Party A undertakes to transfer the equity within half a year from the date of signing this Agreement and resign from the position of other companies other than the target company. Otherwise, Party A shall be liable for breach of contract according to 20% of the total investment amount of Party B.

3. Party B intends to set up a main body (temporarily named as "Chengdu Xiangheng new energy materials Investment Management Center (limited partnership)", hereinafter referred to as "xianghengxin energy", and the final name shall be subject to the approval of the industrial and commercial registration authority) in Chengdu high tech Zone to conduct this capital increase and equity transfer. All parties agree that during the effective period of this agreement, Party B has the right to appoint Party B to Hengxin energy Party A and the target company agree to cooperate unconditionally with Party A's rights and obligations under this agreement, and shall not refuse to perform this Agreement on the ground that he is not the counterpart of the agreement to Hengxin energy.

Article 10 guarantee and promise

1. All parties guarantee and promise that each party has the qualification to sign this agreement, exercise relevant rights and perform relevant obligations, and the signing of this contract will not violate any major contract or agreement. The information and materials provided to other parties are true, complete, accurate and effective, and do not contain any false information. Some key facts are not intentionally omitted for misleading purposes.

2. Party A guarantees that if the industrial and commercial change procedures stipulated in this agreement cannot be handled due to the reasons of Party A and the target company, Party A undertakes to solve the problems within [1] months from the date of signing this agreement.

3. All parties agree that Party A and Party C will try their best to provide necessary assistance to Party B in the process of handling the equity change procedures, so as to ensure that the relevant industrial and commercial registration change procedures related to this investment are completed as soon as possible.

4. Party A and the target company guarantee that the debts and liabilities of the target company not reflected in the financial statements of the target company or not disclosed to Party B in written form before the completion of the registration procedures for the investment industrial and commercial changes shall be borne by Party A. If the target company undertakes the above debts and liabilities, Party A shall compensate the target company in full within [10] working days, and Party B shall have the right to deduct from the performance guarantee deposit and pay directly to the target company on behalf of Party A. Article 13 liability for breach of contract

1. Any statement and / or warranty made by either party in this agreement is untrue, inaccurate, incomplete, or has false statement, omission or misleading statement, or violates any provision of this agreement.

2. Once this Agreement comes into effect, each party must consciously perform it. If either party fails to perform its obligations properly and fully according to the provisions of the agreement, it shall be liable for damages.

3. The defaulting party shall bear the compensation for the rights protection losses caused to other shareholders or the target company due to the breach of contract, including but not limited to lawyer's fees, travel expenses, notarization fees, expert argumentation fees, appraisal fees, etc.

4. If Party B fails to pay the equity transfer price in time, in addition to paying the equity transfer price to Party A in a timely manner, Party B shall also pay liquidated damages to Party A from the date of Party B's overdue payment of the equity transfer price to the actual payment date according to 3 / 10000 of the day when Party B should pay the outstanding equity transfer price.

Article 14 termination or termination

The parties agree that, unless otherwise agreed in the agreement, this Agreement may be terminated in case of one or more of the following circumstances:

(1) All parties can terminate the agreement by consensus and signing a written agreement;

(2) All parties' obligations under this Agreement (except confidentiality obligations) have been fully performed;

(3) If one party of this agreement seriously violates this agreement, resulting in the failure to realize the purpose of the agreement, and the breaching party fails to make effective correction within [5] working days after the observant party urges to correct, the observant party has the right to terminate or terminate this agreement;

(4) In case of force majeure, this agreement can be terminated according to law after written confirmation by all parties.

If this agreement is terminated according to the above terms, the parties have fulfilled part of their obligations under this agreement, unless otherwise agreed by the parties, they shall return to the original state as soon as possible after the termination of this agreement.

Article 15 dispute settlement and others

1. Any amendment to this Agreement shall be made by the parties in writing.

2. Each party confirms that the address recorded in this agreement is the address for service of its own legal documents, and one party shall deliver the same

A written document delivered to the other party at its address shall be deemed to have been delivered on the third day after mailing. If the service address is changed, the other party shall be informed in writing of the change of service address and the new service address on the day of change of service address.

3. Disputes arising from the interpretation and performance of this Agreement shall be settled by all parties through negotiation. If the dispute cannot be properly settled through negotiation, each party has the right to submit the dispute to the people's court with jurisdiction in the place where Party B is located for litigation settlement.

4. This Agreement shall be established from the date of signature and seal by all parties, and shall come into force as of the date when Party B's board of directors deliberates and approves this agreement.

4、 Investment target 3 "Sichuan Ligu New Energy Technology Co., Ltd."

（1） Basic information of counterparties

Natural person: Liu Feng (ID No.: 5134251967xxxxx, address: Yubei District, Chongqing city;)

Natural person: Liao Xiuxiang (ID No.: 4522251955xxxxxx, address: Wuxuan County, Guangxi Province;)

According to the inquiry, the above-mentioned natural person has no relationship with the company and is not the person to be executed due to dishonesty.

（2） Basic information of transaction object

Company name: Sichuan Ligu New Energy Technology Co., Ltd

Business place: New Industrial Park, Xuankou Town, Wenchuan County

Registered capital: RMB 10 million

Legal representative: Liu Feng

Time of establishment: May 22, 2020

Scope: research and development, production and sales of lithium battery materials (excluding hazardous chemicals).

Unified social credit Code: 91513221ma6b91j43b

The structure of property rights and control relationship of the company before the acquisition is as follows:

After inquiry, Sichuan Ligu New Energy Technology Co., Ltd. and its shareholders are not the main body responsible for breach of trust.

After the acquisition, the company's ownership and control relationship structure are as follows:

（3） Main business

Founded in June 2020, Ligu new energy is specialized in the R & D, production and sales of lithium iron phosphate, a cathode material for lithium batteries. The company has a production capacity of 4200 tons / year of lithium iron phosphate through the leasing of plant and equipment. Relying on Chengdu Xiangheng new energy materials Investment Management Center (limited partnership) as a resource integration platform, the company plans to increase the lithium iron phosphate production capacity to 20000 tons / year in the next 12 months by means of M & A integration and reciprocal cooperation. As the main cathode material of lithium-ion battery, LiFePO4 has the characteristics of high stability, good safety, low cost and high cycle times of charge and discharge. The downstream products are mainly used in the fields of power and energy storage. The core members of lithium Gugu new energy have been engaged in the research and development and production of lithium iron phosphate industry for more than ten years, and have rich production and sales experience of lithium iron phosphate. After the implementation of this investment, the team will continue to be the core technology and operation team of Ligu, responsible for R & D, production and sales, which can ensure the company's sustainable and stable operation.

（4） Financial situation of the latest year and the first period (not audited)

Unit: RMB yuan

（5） Pricing policy and pricing basis:

Pricing method: negotiated pricing basis: the registered capital of the target company is 10 million yuan and the registered capital has not yet been paid in. After negotiation, the equity transfer partnership acquired 50% of the shares held by Liu Feng at a price of 0 yuan, and Liao Xiuxiang held 30% of the shares of Ligu new energy at a price of 0 yuan. After the acquisition, the partnership held 80% of the equity of Ligu new energy, with the corresponding subscribed registered capital of 8 million yuan. Within 15 working days after the industrial and commercial change of equity transfer is completed, the partnership shall pay in the total amount of unpaid registered capital corresponding to the Transferred Equity, that is, the paid in capital contribution of RMB 8 million to Ligu new energy.

The transaction price is fair and reasonable, there is no harm to the interests of shareholders of the listed company, and there is no other personnel arrangement and other matters. After the acquisition, Ligu new energy will become the indirect holding subsidiary of the company.

（6） The main contents of the acquisition agreement are as follows:

Party A (former shareholder of the company)

Party A: Liu Feng

Party A B: Liao Xiuxiang

Party B (Investor): Ningxia Zhongyin cashmere Co., Ltd

Party C (target company): Sichuan Ligu New Energy Technology Co., Ltd

Article 2 transaction premise

1. The equity transfer has obtained the necessary pre-approval from the competent authorities of the target company.

2. Party A and the target company fully and completely disclosed to Party B the true assets, liabilities, rights and interests, external guarantee, profit status and other information related to the equity transfer of the target company, and the financial and accounting statements provided to Party B are not false.

3. Party A has given up the preemptive right to transfer the equity to Party B.

4. Party A does not have the equity pledge, freezing and other circumstances that affect the industrial and commercial registration of the equity transfer.

5. During the transitional period, the target company has no major adverse events.

6. The representations and guarantees made by Party A and the target company under this Agreement are true, complete and accurate.

7. If Party A and the target company violate the above terms, Party B has the right to terminate this agreement. Article 3 equity transfer

1. Target equity

(1) Party A agrees to transfer 50% of the equity of the target company (the corresponding subscribed registered capital is 5 million yuan and the paid in registered capital is 0 yuan) held by Party A to Party B at the price of 0 yuan; Party A B agrees to transfer its 30% equity of the target company (the corresponding subscribed registered capital of this part of equity is 3 million yuan, paid in) The registered capital is 0 yuan) and transferred to Party B at the price of 0 yuan. Party B agrees to transfer 80% equity of the target company mentioned above.

(2) Party A confirms and agrees to unconditionally give up the preemptive right to transfer the equity to Party B in accordance with the company law.

2. The target company shall issue a list of shareholders to Party B within 1 working day after the completion of the industrial and commercial change registration procedures stipulated in Article 5 of this agreement.

3. Paid in registered capital

All parties agree that within 15 working days from the date when the target company completes the industrial and commercial change of equity transfer in accordance with Article 5 of this agreement, Party B shall pay in the total amount of the unpaid registered capital corresponding to the Transferred Equity, that is, Party B has paid in the registered capital of RMB 8 million to the target company. The target company shall issue a capital contribution certificate to Party B within 1 working day after receiving the paid in registered capital.

At the same time, Party A undertakes to pay in the unpaid part of the registered capital corresponding to the 20% equity of the target company held by Party A before June 30, 2021, that is, Party A promises to make a capital contribution of 2 million yuan to the target company before June 30, 2021.

Article 4 transitional period arrangement and commitment

1. During the transition period, unless otherwise agreed in this agreement, without the prior written consent of Party B, Party A and the target company shall ensure that the target company will not encounter the following situations during the transition period:

(1) Change and adjust its existing business policies and policies before the signing date of this agreement, make substantial changes to the existing business, or carry out any business other than the existing business (the existing business scope is subject to the business scope specified in the business license of the target company as of the signing date of this Agreement), or suspend or terminate the existing main business;

(2) Increase or decrease the registered capital, or subscribe for equity or set other convertible equity

Rights, or grant or agree to grant any right to acquire or subscribe for the target shares;

(3) To distribute profits or other property, or to pass resolutions on the distribution of profits or other property;

(4) To adjust and amend the articles of association of the company (except for the purpose of the equity transfer);

(5) Settle any dispute that may cause significant loss to the target company, or institute litigation or arbitration.

2. During the transitional period, the target company, as a continuous operating entity, does not have any major violations of laws and regulations, disposes of the main assets of the target company or sets up a guarantee on it without the consent of Party B, and has not incurred or assumed any debts or guarantees without the consent of Party B. In case of any loss to the target company caused by the appeal, Party A shall be liable for compensation.

3. All parties agree that the part of the target company's income or net assets increased due to other reasons during the transition period shall be enjoyed by the shareholders of the target company after the equity transfer according to their respective equity proportion, and the part of net assets reduced due to losses or other reasons shall be borne by the shareholders of the target company after the equity transfer according to their respective equity proportion, unless otherwise agreed in this agreement 。

4. If the amount and value of the assets in the list of assets recorded in the financial account books of the target company are reduced due to the decrease or loss of assets caused by Party A during the transitional period, Party A shall pay the cost of asset loss to the target company.

Article 5 equity delivery

1. All parties agree that the target company shall amend the original articles of association according to the contents of this agreement, hold a shareholders' meeting to review the articles of association and the appointment of directors and supervisors, and complete the filing and registration procedures with the industrial and commercial registration authority, and all parties shall actively cooperate.

2. Party A and the target company promise to complete the industrial and commercial registration procedures for the equity transfer within [5] working days from the date when this Agreement comes into effect and the preconditions are reached (including but not limited to the change of shareholders, the change of legal representative, the amendment of the articles of association in accordance with the agreement, etc.). In case of failure to complete the project on schedule, Party A and the target company shall inform Party B in writing, and the change period may be appropriately extended with the written consent of Party B.

3. All parties agree that the target company shall reprint the official seal, contract seal, financial seal, legal person seal and other seals of the target company within 1 working day after the completion of industrial and commercial registration change of equity transfer, and complete all relevant change or filing procedures within [15] working days after the completion of re printing of the seal.

4. Within 5 working days after the target company obtains the renewed business license, it shall provide Party B with a copy of the business license stamped with the company's official seal and the registration information document with the shareholder's information after the completion of the equity transfer sealed by the company registration authority. The expenses required for handling the industrial and commercial change registration procedures shall be borne by the target company.

5. If the target company fails to complete the relevant industrial and commercial change registration within more than [10] working days, Party B has the right to notify Party A and the target company to terminate this agreement.

Article 6 rights of Party B

1. Preemptive right

(1) If the target company increases the registered capital, Party B has the right to enjoy the preemptive right to all or part of the newly increased registered capital according to its shareholding proportion under the same conditions. Except for the newly added registered capital or the equity options issued or the additional registered capital based on the equity option for the implementation of the employee incentive plan approved by the shareholders' meeting.

(2) Party B shall inform the target company whether to exercise the preemptive right within [10] working days after receiving the resolution of the shareholders' meeting and the notice of capital increase proposed by the target company. If Party B decides to exercise the preemptive right, it shall notify the target company in writing and indicate the quantity of exercise purchase. If Party B fails to give a written notice within the above-mentioned period, it shall be deemed that Party B has given up exercising the preemptive right.

2. Preemptive right

(1) After the equity transfer is completed, without the consent of Party B, Party A shall not dispose of the equity of the target company by any means including but not limited to selling, pledging, guaranteeing and so on without the consent of Party B. With the consent of Party B, in case of equity transfer by Party A, Party B has the right to enjoy the preemptive right according to the proportion of equity held by Party A under the same price and conditions.

(2) If Party A intends to transfer the equity of the target company, it shall send a transfer notice to Party B and other shareholders of the company (the notice shall specify the proportion of the equity to be transferred, the transfer price and other relevant terms and conditions). Party B shall inform the company whether to exercise the preemptive right within 30 days after receiving the notice from Party A, and if it decides to exercise the preemptive right Party A shall be informed in writing of the quantity of the exercise purchase. If Party B fails to give a written notice within the aforesaid period, it shall be deemed that Party B has given up the right of preemption.

3. Related transfer

Party B has the right to transfer all or part of its equity to its related parties which are not prohibited from entering the industry of the company by the state (for the purpose of this article, the related parties include but are not limited to the shareholders, partners, actual controllers and managers of Party B, the related parties of the above-mentioned entities, and other entities controlled or managed by the above-mentioned entities). All parties agree and give up the preemptive right; after the transfer is completed, Party B shall have the right of first refusal The related party shall fully enjoy the same rights as Party B under this agreement

Rights and obligations.

4. Target corporate governance

(1) The target company has a board of directors, which is composed of 5 directors. Party B has the right to nominate 3 directors to the company, and Party A has the right to nominate 2 directors to the company. If the candidate nominated by either party is not approved by the shareholders' meeting, the party shall replace the nominated person until the candidate nominated by the party is elected and approved by the shareholders' meeting. The term of office of the directors shall be three years and may be re elected. The board of directors shall have a chairman, who shall be appointed by Party B. If the chairman appointed by Party B is not elected by the board of directors, Party B has the right to replace the nominated candidate until the chairman appointed by Party B is elected by the board of directors.

(2) The target company does not have a board of supervisors, but one supervisor, who is appointed by Party B.

(3) The purpose of the paid in capital of the target company's shareholders shall be approved by the resolution of the board of directors of the target company.

(4) The following major matters shall be approved by shareholders representing more than [two thirds] of the voting rights before a resolution can be formed:

1) Increase or decrease the registered capital;

2) Merger, division, acquisition, dissolution, liquidation or change of company form;

3) Significant changes in the scope, nature and / or activities of the company;

4) Acquisition and disposal (including purchase and disposal) of assets over 500000 yuan (excluding raw material purchase and product sales);

5) Purchase, sale, lease and other disposal of intellectual property rights such as trademarks, patents and know-how;

6) The company's debt with a single loan of more than 1 million yuan from banks or other institutions;

7) External guarantee;

8) Providing loans to foreign countries;

9) Additions, modifications or deletions to the shareholders' agreements, memoranda and articles of association of the company and its subsidiaries;

10) The declaration and distribution of dividends or other distributions and any change in the company's dividend policy;

11) Set up a joint venture, partnership or foreign investment of more than 1 million yuan, or dispose of the investment of the above units in the form of transfer, capital increase or other forms;

12) Capital expenditure exceeding 10% of the approved annual budget (beyond the approved annual budget limit);

13) The company is listed or the plan of stock issuance and acquisition by the listed company;

14) The company's new financing plan;

15) Develop or revise any employee option plan, executive option incentive plan or program;

16) Other matters that may have a significant impact on the company's production and operation, performance, assets, etc.

(5) The board of directors shall exercise the following functions and powers:

1) To call the shareholders' meeting and report the work to the shareholders' meeting; 2) to implement the resolutions of the shareholders' meeting; 3) to decide on the company's business plan and investment plan; 4) to formulate the company's annual financial budget plan and final account plan; 5) to formulate the company's profit distribution plan and loss recovery plan; 6) to formulate the company's plans for increasing or reducing its registered capital and issuing corporate bonds; 7) to formulate the company's plans for increasing or reducing its registered capital and issuing corporate bonds To formulate plans for the merger, division, dissolution or change of the company form; 8) to decide on the establishment of the company's internal management organization; 9) to decide on the appointment or dismissal of the company's manager and his remuneration, and to appoint or dismiss the company's deputy manager, financial director and other senior management personnel and their remuneration matters according to the nomination of the manager; 10) to formulate the basic management system of the company; and (11) to formulate the basic management system of the company To formulate the amendment plan of the articles of Association; 12) to employ or replace the company's auditor; 13) to determine the purpose of the paid in funds and the company's loan; 14) to review and approve the merger and disposal of assets over RMB 200000 but less than RMB 500000 (including purchase and disposal, excluding the amount in the annual merger and disposal transaction budget approved by the shareholders' meeting); 15) review and approve the merger and acquisition and disposal of assets with an amount of more than RMB 200000 but less than RMB 500000 To discuss and approve the company's loans to banks or other institutions except those which need to be deliberated and approved by the shareholders' meeting; 16) to review and approve the establishment of participating companies, holding subsidiaries, joint ventures, partnerships or foreign investment, or to dispose of the investment of the above-mentioned units in the form of transfer, capital increase or other forms; 17) to examine and approve the related party transactions of the company with a transaction amount of more than 200000 yuan (approved by the shareholders) 18) other functions and powers granted by laws, administrative regulations, departmental rules or the articles of association. A meeting of the board of directors shall be held only when more than half (excluding half) of the directors are present. The resolution of the board of directors must be passed by more than half (excluding half) of all directors. The resolution of the board of directors shall be voted on by one person, one vote.

(6) Financial management

The parties agree that the person appointed by Party B shall be the financial director of the target company and be responsible for the financial affairs of the target company.

Article 7 special agreement

1. From the date when the industrial and commercial change registration procedures are completed, Party B shall enjoy the equity transferred and shall enjoy and undertake the rights related to such equity in accordance with the amended articles of association of the target company, including but not limited to the right to gain, the right to distribute the remaining property, the preemptive right to increase capital, the right to dividends, other income rights, as well as the dissolution or liquidation of the target company After the completion of the distribution of residual property rights such as the right to income. The target company shall transfer the proceeds to Party B within [5] working days.

2. Party B intends to set up a main body (temporarily named as "Chengdu Xiangheng new energy materials Investment Management Center (limited partnership)", hereinafter referred to as "Xiangheng new energy", and the final name shall be subject to the approval of the industrial and commercial registration authority) in Chengdu high tech Zone to conduct the equity transfer. The parties agree that during the effective period of this agreement, Party B has the right to appoint Hengxin energy to undertake Party B's equity transfer in this agreement Party A and the target company agree to cooperate unconditionally and shall not refuse to perform this Agreement on the ground that Xiang Hengxin energy is not the opposite party of the agreement.

Article 9 guarantee and undertaking

1. All parties guarantee and promise that each party has the qualification to sign this agreement, exercise relevant rights and perform relevant obligations, and the signing of this contract will not violate any major contract or agreement. The information and materials provided to other parties are true, complete, accurate and effective, and do not contain any false information. Some key facts are not intentionally omitted for misleading purposes.

2. Party A guarantees that the equity transferred to Party B is the true contribution of Party A in the target company and the equity legally owned by Party A, and Party A has the complete right to dispose of it. Party A guarantees that it will not set up any mortgage, pledge or guarantee for the Transferred Equity, and will not be pursued by any third party. Otherwise, all responsibilities arising therefrom shall be borne by Party A.

3. All parties agree that Party A and Party C will try their best to provide necessary assistance to Party B or the third party designated by Party B in the process of handling the relevant procedures of equity change, so as to ensure that the relevant procedures of equity change are completed as soon as possible.

4. Party A and the target company guarantee that the company's debts and liabilities not reflected in the financial statements of the target company or not disclosed to Party B in writing shall be borne by Party A. If the target company undertakes the above debts and liabilities, Party A shall compensate the target company in full within [5] working days or pay Party B in proportion to the equity held by Party B

Party A. Article 14 dispute settlement and others

4. This Agreement shall be established from the date of signature and seal by all parties, and shall come into force as of the date when Party B's board of directors deliberates and approves this agreement.

5、 The purpose of foreign investment, the existing risks and the impact on the company

1. The purpose of this foreign investment

The company implemented bankruptcy reorganization in 2019, stripped off all production plants and equipment, retained two trading companies, Oriental cashmere and Jiangyin Rongyao, and became a light asset operation listed company providing supply chain services for cashmere textile industry.

Cashmere industry has the characteristics of cyclical, seasonal, regional and capital intensive. The overall scale is small, the competition is fierce, and it is sensitive to the economic cycle and season. The raw material price fluctuates greatly, and the profit of the agent processing link is low. In addition, after the reorganization of the company, the production assets are stripped, and the share capital is doubled. Only relying on the cashmere raw material Trade and OEM of bulk commodities, the profit pressure is great. Therefore, while developing the original main business, the company will strive to explore development opportunities other than cashmere business, build a "Cashmere business + industrial investment" dual main business model, pay attention to, explore and actively try cross industry investment, merger and acquisition opportunities under the condition of controllable risk, and transform to the industry with favorable development prospects encouraged by national policies, so as to improve the company's performance and sustainability Continue to develop the ability to better repay the majority of shareholders. According to the strategic planning and development prospect of new energy and new material industry in the national "14th five year plan and long-term goal of 2035", the company is optimistic about the long-term development opportunities of new energy and new material industry, and plans to enter the new energy industry from new energy lithium battery materials, gradually and steadily expand the industrial scale and enhance the public security through resource integration and mutual cooperation The company's profitability, improve the company's performance and sustainable development ability.

2. Impact on the company

After the completion of the investment, the company will build the partnership into an investment management platform in the field of new energy and new materials, and obtain 100% equity of juhengyi new material and 80% equity of Ligu new energy through the partnership, so that the company has certain production and manufacturing capacity in the field of new materials, which helps to enhance the company's profitability and achieve the "double main business" business objectives.

The external investment funds are the company's own funds, which will not adversely affect the company's financial and operating conditions, nor affect the company's cashmere business. The impact on the company's future financial situation and operating results mainly depends on the operation and management results of the partnership, juhengyi new materials and lithium Gugu new energy.

3. Existing risks

The acquisition makes the company enter into a new business field, which has management risk and team integration risk; meanwhile, the investment operation process will be affected by many factors such as macroeconomic fluctuation, national policy, industry development and change, and the operation and management of the target enterprise, which may lead to the risk that the expected return can not be realized. The company will strengthen the management and business support of juhengyi new material and lithium ancient new energy, improve the internal governance structure, enhance the enterprise operation and management ability, increase the support for technology research and development, and take the road of sustainable development.

6、 Other arrangements related to this transaction

After the completion of the transaction, there is no horizontal competition with the controlling shareholder and its related parties. In case of new related party transactions, the company will perform the examination and approval and announcement procedures in strict accordance with the relevant regulations such as the Listing Rules of Shenzhen Stock Exchange, the articles of association and the management system of related party transactions, so as to actively protect the legitimate rights and interests of investors and ensure the fairness of transactions.

7、 Documents for reference:

1. Resolutions of the 25th meeting of the 7th board of directors;

2. Partnership agreement of Chengdu Xiangheng new energy materials Investment Management Center (limited partnership);

3. Agreement on capital increase and equity transfer of Dujiangyan juhengyi New Material Co., Ltd;

4. Equity transfer agreement of Sichuan Ligu New Energy Technology Co., Ltd.

Board of directors of Ningxia Zhongyin cashmere Co., Ltd

March 31, 2012