The main business of Shouhang Gaoke Energy Technology Co., Ltd. mainly includes power station air cooling, solar thermal power generation and so on. Among them, the air cooling of the power station is mainly suitable for thermal power generation enterprises in the three northern regions. In recent years, with the national macro policy to promote the transformation of traditional energy enterprises, power plant air cooling business gradually reduced. Photothermal power generation business, due to national policy adjustments, the future development of photothermal power generation business will be affected to a certain extent.

In this context, the company has been exploring and researching new business development directions. Considering that the company is specialized in new energy technology research and development and manufacturing, the company still needs to base itself on research and development and find new business growth points. The company recently signed the Cooperation Framework Agreement on the Joint Research and Development Center of Carbon Neutral Energy Technology with the School of Energy Power and Mechanical Engineering of North China Electric Power University.

The agreement stipulates that the two parties take carbon neutrality as the background, the company will send some research and development personnel to participate in the research and development, the School of Energy Power and Mechanical Engineering of North China Electric Power University will provide the main research and development personnel, and then make full use of the existing research and development facilities of Shouhang High Tech and North China Electric Power University to jointly develop and improve solar thermal power generation technology, new energy materials, energy storage technology and application, carbon neutrality and other related technologies, and promote the landing of results.

In order to facilitate the relevant personnel of North China Electric Power University to engage in research and development work, the research and development site needs to be near North China Electric Power University. After the company's search and negotiation, Beijing Juxing Xinneng Technology Co., Ltd. has the factory site and office facilities that meet the requirements. The company decided to control Beijing Juxing Xinneng Technology Co., Ltd. by acquiring equity. After the completion of the acquisition, the company's research and development department personnel will be relocated to this office, and North China Electric Power University research and development personnel jointly responsible for research and development work.

I. Overview of transactions

Recently, Shouhang High-tech Energy Technology Co., Ltd. (hereinafter referred to as the "Company" or "Shouhang High-tech" or "Party B") and Juhe Brothers Holdings Co., Ltd. (hereinafter referred to as "Juhe Brothers" or "Party A") signed The "Equity Transfer Agreement of Beijing Juxing Xinneng Technology Co., Ltd.".

Shouhang Gaoke intends to use its own funds of RMB 94.5133 million yuan as the consideration to transfer the registered capital of Beijing Juxing Xinneng Technology Co., Ltd. (hereinafter referred to as "Juxing Xinneng") held by Juhe Brothers of RMB 100 million yuan (corresponding to 100% equity of Juxing Xinneng). After the completion of the transfer, Juxing New Energy will be included in the scope of the Company's consolidated financial statements.

According to the "Shenzhen Stock Exchange Stock Listing Rules" and the "Articles of Association", this matter is within the scope of the chairman's authority and will be implemented after being signed by the chairman of the company, and does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation.

This transaction does not constitute a connected transaction, and this transaction does not constitute a major asset reorganization as stipulated in the Measures for the Administration of Major Asset Reorganization of Listed Companies, does not constitute a reorganization and listing, and does not need to be approved by the relevant authorities.

II. Basic information on the counterparty

1. Company Name: Juhe Brothers Holding Co., Ltd;

2. Company type: limited liability company;

3. Legal representative: Pan Tiansheng;

4. Business term: April 15, 2015 to April 14, 2065;

5. Registered capital: 500 million yuan RMB;

6. Unified social credit code: 91350200303279782X;

7. Registered Address: Room 288, No. 27 Haicang New Street, Xiamen District, China (Fujian) Pilot Free Trade Zone;

8. The company's business scope: investment in the primary industry, secondary industry, and tertiary industry (unless otherwise provided by laws and regulations); legally engaged in investment in non-publicly traded corporate equity and related consulting services; investment management (laws, Except as otherwise provided by regulations); asset management (except as otherwise provided by laws and regulations); other unspecified enterprise management services (excluding projects that require approval and permission).

9. Shareholding structure:

Serial Number	Name of Shareholder	Subscribed capital contribution (ten thousand yuan)	Shareholding ratio
1	BEIJING MARDA INTERNATIONAL CULTURAL DEVELOPMENT CO., LTD	50,000	100%
Total		50,000	100%

10. Juhe Brothers does not have any relationship with the Company and its top ten shareholders in terms of property rights, business, assets, debts, personnel, etc., as well as other relationships that may or have caused the Company to favor its interests.

11, after inquiry, Juhe brothers are not listed as dishonest enforcers.

III. Basic information about the subject company

1. Company Name: Beijing Juxing Xinneng Technology Co., Ltd;

2. Company type: limited liability company (wholly owned by legal person);

3. Legal representative: Huang Qing Coal;

4. Business term: December 7, 2016 to no fixed term;

5. Registered capital: 100 million yuan RMB;

6. Unified social credit code: 91110106MA00AC7N7M;

7. Registered Address: 2103, Floor 18, Building 3, 128 South 4th Ring Road West, Fengtai District, Beijing;

8. The company's business scope: technology promotion services, technology development, technology consulting, technology transfer; software development; sales of electronic products, electrical equipment, and communication equipment. (Market entities independently choose business projects and carry out business activities in accordance with the law; and projects that are subject to approval in accordance with the law, and carry out business activities in accordance with the approved content after approval by relevant departments; shall not engage in business activities that are prohibited and restricted by the national and municipal industrial policies.)

9. Shareholding structure

Serial Number	Name of Shareholder	Subscribed capital contribution (ten thousand yuan)	Shareholding ratio
1	Juhe Brothers Holdings Limited	10,000	100%
Total		10,000	100%

Shareholding structure after this transaction:

Serial Number	Name of Shareholder	Subscribed capital contribution (ten thousand yuan)	Shareholding ratio
1	Shouhang Gaoke Energy Technology Co., Ltd.	10,000	100%
Total		10,000	100%

10. Financial data for the most recent year and period

Project	2021.3.31	2020.12.31
Total assets	306,856,376.14	308,259,631.19
Total liabilities	377,267,257.46	263,017,578.46
Net assets	-70,410,881.32	45,242,052.73
Net cash flows from operating activities	945.00	71,241.44
Project	January-March 2021	2020
Operating income	2,622,900.00	13,127,470.03
Total profit	-115,652,934.05	-11,921,091.49
Net profit	-115,652,934.05	-11,921,091.49

Note: 1. The financial data comes from the "Audit Report of Beijing Juxing Xinneng Technology Co., Ltd." issued by Zhongxing Cai Guanghua Certified Public Accountants (Special General Partnership) No. 319039 (2021).

2. Net profit for January-March 2021-115.6529 million yuan, mainly due to the estimated liabilities of 113.5623 million yuan for buildings 1 and 2

11. Status of ownership of the subject matter of the transaction

Among the real estate assets owned by the subject company in this transaction, the subject company mortgaged the No. 1 and No. 2 buildings to a third party, and it has been basically determined that the creditor will apply to the court for debt repayment. The net book value of building 1 and building 2 of the target company is 113.5623 million yuan, and the estimated value is 297.9083 million yuan. The appraised value of Building 1 and Building 2 has been deducted from the amount of the equity transaction in this transaction. The above-mentioned real estate is located in courtyard 20, dingsi road, Changping district, Beijing, building 1 real estate certificate no: Beijing (2017) chang real estate right no 0038194, with a construction area of 7781.4 square meters. Building 2 Real Estate Certificate No.: Beijing (2017) Chang Real Estate Right No. 0038846, with a construction area of 2542.64 square meters.

In addition to the above-mentioned matters, there is no mortgage, pledge, nor is there any major dispute, litigation, or arbitration matters, seizure, freezing and other judicial measures.

12. Upon inquiry, there is no case of Juxing Xineng being listed as a dishonest executor.

Fourth, the transaction pricing policy and pricing basis.

According to the principles of fairness, impartiality and openness, this transaction is determined by subtracting the estimated appreciation of buildings 1 and 2 from the equity value assessed by the appraisal report No. 020279 [2021] No. 020279 of Beijing Guorong Xinghua Asset Appraisal Co., Ltd. (the equity value has been accrued according to the audit report for the estimated liabilities of buildings 1 and 2). That is, the equity transaction amount does not include the value of buildings 1 and 2.

The specific calculation process of the equity transaction price is: 100 equity appraisal value of 278.8593 million yuan-(1 building and 2 building appraisal value of 297.9083 million yuan -113.5623 million yuan of accrued estimated liabilities). The transaction is not detrimental to the interests of Shouhang Gaoke and its shareholders, especially small and medium-sized investors.

V. Main Contents of the Agreement

(1) The underlying equity, pricing basis and transfer price.

1. The subject equity is 100 percent of the target company's equity held by Party A, Party A agrees to transfer the subject equity to Party B, and Party B agrees to transfer all the subject equity;

2. The pricing of the underlying equity is based on reference to the appraised value of the underlying equity interest by a third-party appraiser.

3. Party A and Party B agree that the transfer price of the target equity shall be based on the appraisal value of the target equity by the appraisal institution, minus the appraisal value-added part of buildings 1 and 2 mortgaged by the target company to the mortgagee (of which buildings 1 and 2 have fully accrued the estimated liabilities according to the net book value in the audit report, and the estimated liabilities have been considered when the appraisal report quotes the audit report figures). That is, the equity transfer price does not include the value of buildings 1 and 2.

4. As agreed by both parties, the transfer price of the underlying equity is 94.5133 million yuan (in words: nine thousand four million five hundred and thirteen thousand three hundred yuan only). The formula for calculating the equity transfer price is: the appraised value of the underlying equity is 278.8593 million yuan-(the appraised value of buildings 1 and 2 is 297.9083 million yuan-the accrued estimated liabilities are 113.5623 million yuan).

5. As of the date of signing this Agreement, Party A guarantees that it has not set any other rights to the subject equity and other assets under the name of the target company (excluding Building 1 and Building 2).

Payment of (II) equity transfer funds

1. Within 5 working days after signing the agreement, Party B shall pay Party A 50% of the equity transaction amount, that is, 47.25665 million yuan (in words: four thousand seven hundred and twenty-five thousand six hundred and fifty yuan only).

Party A agrees to hand over all control of the target company to Party B within 2 working days after receiving the first 50% payment from Party B, including the replacement of management, seal, finance, business and other matters.

2. Within 10 working days after the completion of the registration of the transfer of the underlying equity, Party B shall pay Party A the remaining 50% of the equity transaction amount, namely 47.25665 million yuan (in words: 4,700, 250, 600, 500 yuan only).

3. If Party B fails to pay all the equity transaction funds within 30 working days after the completion of the transfer registration of the underlying equity, Party A has the right to recover all the underlying equity, and the first 50% payment, namely 47.25665 million yuan (in words: four thousand seven hundred and twenty five thousand six thousand six hundred and fifty thousand yuan only), shall be owned by Party A as compensation for breach of contract. Liquidated damages include direct economic losses and other losses caused to Party A as a result of the termination of this transaction. At the same time, Party B returns control of the target company to Party A.

(III) Statement of Party A

1. Party A confirms that, as of the date of this Agreement, Party A is the sole owner of the Subject Equity Interest, and there is no nominee or similar arrangement, no pledge, mortgage or other security interest or any kind of burden of rights or any other third party rights, and there is no forced sale or disposition of the Subject Equity Interest.

2. Party A confirms that this equity transfer has obtained legal authorization, and there is no right to dispose of or no disposal authorization.

(IV) Statement by Party B

1. Party B guarantees to pay the share transfer price in the manner agreed in this Agreement.

2. Party B confirms that the subject shares of the transfer have been legally authorized, and Party B shall not claim that this Agreement is invalid on the ground that it has not obtained legal authorization.

(v) Burden of expenses related to equity transfer

Party A promises to fully cooperate with the company in handling all procedures related to the underlying equity of this agreement, including but not limited to the registration procedures for the change of equity transfer, and all taxes and fees incurred in the process of handling such procedures shall be borne by the parties in accordance with the law.

VI. Other arrangements for the acquisition

The acquisition of assets does not involve personnel placement, etc. After the completion of the acquisition, the target company will continue to operate independently as a wholly-owned subsidiary of Shouhang Gaoke, and there is no relationship with the controlling shareholder of the company and its associates in terms of personnel, assets, business, finance and organization.

VII. Purpose of the Transaction, Risks and Impact on the Company

(I) Purpose of foreign investment

The main business of the first aviation high-tech mainly includes power station air cooling, solar thermal power generation and so on. Among them, the air cooling of the power station is mainly suitable for thermal power generation enterprises in the three northern regions. In recent years, with the national macro policy to promote the transformation of traditional energy enterprises, power plant air cooling business gradually reduced. Photothermal power generation business, due to national policy adjustments, the future development of photothermal power generation business will be affected to a certain extent.

In this context, the company has been exploring and researching new business development directions. Considering that the company is specialized in new energy technology research and development and manufacturing, the company still needs to base itself on research and development and find new business growth points. The company recently signed the Cooperation Framework Agreement on the Joint Research and Development Center of Carbon Neutral Energy Technology with the School of Energy Power and Mechanical Engineering of North China Electric Power University.

The agreement stipulates that the two parties take carbon neutrality as the background, the first aviation high-tech will invest funds, and at the same time send some research and development personnel to participate in the research and development, the school of energy power and mechanical engineering of North China Electric Power University will provide the main research and development personnel, and then make full use of the existing research and development facilities of the first aviation high-tech and North China Electric Power University to jointly research and develop and improve solar thermal power generation technology, new energy, new energy storage technology, and promote the landing of results.

In order to facilitate the relevant personnel of North China Electric Power University to engage in research and development work, the research and development site needs to be near North China Electric Power University. After the company to find and negotiate, Juxing Xinneng has the required plant and office facilities, the company decided to acquire equity control Juxing Xinneng. The R & D department of the company will be relocated to this office, and the R & D personnel of North China Electric Power University will be responsible for the R & D work.

(ii) Risks and impact on the company

1. At present, some factories of Juxing Xineng are leased out, with annual rental income of about 10 million yuan, annual depreciation and other expenses of about 20 million yuan, and annual loss of about 10 million yuan. The loss had some impact on the first airline's earnings, but the overall impact was small.

2. In the future, Shouhang High-Tech will mainly use the site of Juxing New Energy Plant for research and development work, which may increase the company's research and development expenditure every year. Before the research and development results form income, it will reduce the company's profits, which will adversely affect the company's profits in the short term.

3, Juxing new energy plant location is superior, with the surrounding other large company headquarters landing construction, the future of the region has a greater appreciation potential.

VIII. Documents for Reference

1, Beijing Juxing Xineng Technology Co., Ltd. equity transfer agreement;

(ii) the audit report;

3. Assessment report.

It is hereby announced.

 

Board of Directors of Shouhang High-Tech Energy Technology Co., Ltd.

8 September 2021