I. Overview of the signing of the cooperation agreement

1. In view of the fact that Zhejiang Zida New Energy Co., Ltd. (hereinafter referred to as "New Energy Company"), a wholly-owned subsidiary of Zhejiang Zida Energy Development Co., Ltd. (hereinafter referred to as "Party B" or "Zida Energy"), is engaged in lithium battery production The new energy company has a professional team of lithium battery industry experts and an advanced lithium battery soft-pack battery production line. The lithium battery company under the new energy company has three lithium battery production bases in the country, with a total capacity of 7.5GW of power batteries and energy storage batteries.

2. New energy companies and their subordinate lithium battery companies plan to relocate lithium batteries and related industries to Gansu Province or Xinjiang Uygur Autonomous Region, and hope to achieve further development by relying on the superior resources and relevant preferential policies in the field of local provinces and cities. It is also proposed to increase the capacity of 2.5GW of power batteries and energy storage batteries on the basis of the capacity of 7.5GW of power batteries and energy storage batteries, increasing the capacity to 10GW.

3. Based on the above situation, on May 10, 2022, Shouhang Hi-Tech Energy Technology Co., Ltd. (hereinafter referred to as the "Company", "Shouhang Hi-Tech" or "Party A") and Zhejiang Zida Energy Development Co., Ltd. signed the "Cooperation Agreement". The company plans to carry out all-round cooperation with Zida Energy in terms of equity and industry, and assist Zida Energy, New Energy Company, a wholly-owned subsidiary of Zida Energy, and its lithium battery companies to invest in Gansu Province or Xinjiang Uygur Autonomous Region. Both parties agree that Shouhang Hi-Tech has the right to take a priority stake in New Energy Company and gradually increase its shareholding ratio according to the progress of cooperation. Based on the above situation, the two parties take joint efforts and share benefits as the principle, and jointly cooperate to achieve the goal of further expanding production capacity and improving efficiency of the new energy company and its subordinate lithium battery companies. The parties are on the basis of equality, mutual benefit, and consensus. A cost agreement on cooperation matters should be reached.

4. The signing of the "Cooperation Agreement" does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the "Administrative Measures for the Major Asset Reorganization of Listed Companies.

5. This matter has been reviewed and approved at the 25th meeting of the company's fourth board of directors. The "Proposal on the Signing of a Cooperation Agreement between the Company and Zhejiang Zida Energy Development Co., Ltd." The proposal was approved by 9 votes, 0 votes against, and abstentions. 0 votes.

6. When the progress of the cooperation meets the conditions for Party A to become a shareholder in the new energy company, Shouhang Gaoke will start the approval procedures stipulated by the Exchange separately according to the audit evaluation results. At the same time, according to the progress of the company will be disclosed in a timely manner.

Second, the basic situation of the other party.

1. Company Name: Zhejiang Zhida Energy Development Co., Ltd.

2. Registered Address: Room 104, No. 58 Anjiatang, Shangcheng District, Hangzhou City, Zhejiang Province

3. Legal representative: Wu Po

4. Registered capital: 100 million yuan

5. Business scope: licensed projects: coal mining; real estate development and operation; all kinds of engineering construction activities; road freight transportation (excluding dangerous goods) (projects that need to be approved according to law can only be carried out with the approval of relevant departments, and the specific business projects shall be subject to the approval results). General items: coal washing; coal and product sales; chemical product sales (excluding licensed chemical products); railway transportation auxiliary activities; mining machinery sales; construction engineering machinery sales; technical services, technology development, technical consultation, technical exchanges, Technology transfer, technology promotion; electrical equipment sales; building materials sales; labor protection products sales; information consulting services (excluding licensed information consulting services) (except for projects that are subject to approval in accordance with the law, business activities are carried out independently in accordance with the law with a business license).

III. Basic information about the subject company

1. Company Name: Zhejiang Zida New Energy Co., Ltd;

2. Registered Address: Room 105, No. 58 Anjiatang, Shangcheng District, Hangzhou City, Zhejiang Province;

3. Legal representative: Zhao Yan;

4. Registered capital: 100 million yuan RMB;

5. Business scope: general items: technical service, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Auxiliary activities of railway transportation; Sales of mining machinery; Sales of construction machinery; Sales of electrical equipment; Sales of building materials; Information system integration services; Intelligent control system integration; Battery sales; Sales of new energy vehicles; Sales of electrical accessories for new energy vehicles; Sales of power exchange facilities for new energy vehicles; Sales of new energy vehicles; new material technology research and development; emerging energy technology research and development; domestic trade agency; information consulting services (excluding licensed information consulting services) (except for projects subject to approval in accordance with the law, independent business activities shall be carried out in accordance with the law with a business license).

IV. Main Contents of the Agreement

1. Principles of cooperation

1.1 This cooperation is based on the principle of joint efforts and sharing of benefits between A and B, and the goal of joint cooperation between A and B to realize the further expansion of production capacity and improvement of efficiency of new energy companies and their subordinate lithium battery enterprises.

1.2 The contents of this cooperation mainly include that Party A has the right to take a priority stake in the new energy company and further increase the shareholding ratio according to the progress of the cooperation. Party A assists the new energy company and its lithium battery production bases to relocate to Gansu Province or Xinjiang Uygur Autonomous Region, and strives to obtain relevant preferential policies from local provinces and cities.

1.3 Party A and Party B shall give full play to their own advantages, cooperate with each other, achieve complementarity, and strive to achieve the goal of cooperation.

2, the new energy company.

2.1 Party A and Party B agree that Party A shall have the right to take a stake in the New Energy Company in accordance with the agreed valuation, and whether or not to take a stake shall be decided by Party A.

2.2 the preliminary negotiation between Party A and Party B, the overall valuation of the new energy company is tentatively not less than RMB 1.5 billion (￥1,500,000,000.00), and the final audit evaluation and the negotiation results of both parties shall prevail. After due diligence, Party A shall have the right to invest in new energy companies with Party A and or a third-party cooperative company designated by Party A as the main holding body, with reference to the valuation, and acquire 10% equity from Party B. When Party A exercises this right, Party B shall cooperate unconditionally.

2.3 From the effective date of this Agreement, Party A has the right to hire an intermediary to carry out due diligence and evaluation on the new energy company and its lithium battery enterprises. Party B and the new energy company shall actively cooperate and provide Party A with true, accurate and complete information and information. Ultimately, in accordance with the legal due diligence and audit evaluation, Party A shall have the right to acquire the target equity on the premise that the audit evaluation value of the new energy company is basically consistent with the valuation agreed in this Agreement.

3. Base construction and preferential policies

3.1 Party A and Party B confirm that from the date of signing this agreement, Party B, new energy companies and subordinate lithium battery companies exclusively authorize Party A to move the production bases of Party B, new energy companies and subordinate lithium battery companies to Gansu Province or Xinjiang Uygur Autonomous Region, and obtain relevant preferential policies of local provinces and cities, Contact, communicate and negotiate with relevant departments and agencies. Party B, New Energy Company and its subordinate lithium battery enterprises confirm that from the date of signing this Agreement, they will no longer handle or entrust other entities except Party A to handle the relocation of Gansu or Xinjiang Uygur Autonomous Region and obtain relevant preferential policies.

3.2 if the production bases of Party B, new energy companies and subordinate lithium battery enterprises are relocated to Gansu Province or Xinjiang Uygur Autonomous Region, new energy companies and or subordinate lithium battery enterprises will increase the production capacity of power batteries and energy storage batteries by 2.5GW on the basis of the current production capacity of 7.5GW of power batteries and energy storage batteries. The production capacity of power batteries and energy storage batteries will reach 10GW, with an estimated total investment of more than 5 billion yuan.

3.3 Party A promises to fully assist Party B, new energy companies and subordinate lithium battery enterprises to sign the cooperation agreement on preferential policies for settlement from the date of signing this agreement.

3.4 Party A and Party B confirm that after Party B, new energy company and subordinate lithium battery enterprises obtain the policy indicators of scenery resources in Gansu Province or Xinjiang Uygur Autonomous Region, Party A has the right to give priority to cooperative development and construction.

3.5 After Party A assists the new energy company to obtain preferential policies, if the new energy company increases its capital or transfers its old shares, Party A or a third party designated by Party A has the right to increase its capital or transfer its old shares first.

4. Target share repurchase

4.1 After Party A actually pays the equity transfer and acquires the target equity, if Party A does not facilitate the new energy company to obtain preferential policies, Party B or the new energy company shall have the right to repurchase the target equity held by Party A, and Party A shall transfer the target equity already held by Party A to Party B at the repurchase price agreed in this Agreement.

4.2 Party A fails to assist in obtaining preferential policies, but Party A does not actually pay for the equity transfer, no share repurchase will occur and the cooperation between Party A and Party B will be terminated.

V. Impact on listed companies

This cooperation is conducive to all parties to give full play to their respective resources and advantages, with the help of the advantages of scenery resources and relevant preferential policies of Gansu Province and Xinjiang Uygur Autonomous Region, jointly promote the industrial cluster of both parties in the field of new energy lithium batteries; it is conducive to the development of the company's new energy lithium battery industry, optimize the company's industrial structure, and further enhance the company's influence and comprehensive competitiveness in the new energy industry, In line with the company's development strategic planning and the interests of all shareholders.

The performance of this cooperation agreement will not affect the independence of the company's business, nor will it rely on the other party to the agreement due to the performance of this agreement. The signing of this agreement will not have a significant impact on the company's financial status and operating results for the current year. In the future, with the further deepening of business cooperation between the two parties, it may have a positive impact on the company's business development. This cooperation does not harm the interests of listed companies and shareholders.

VI. Risk Tips

1. The implementation of this cooperation agreement may be subject to risks caused by major changes in national policies or other force majeure, including but not limited to market, political, economic and other aspects.

2. The signing of this agreement will not have a significant impact on the company's operating performance in 2022, and the impact on the company's long-term performance will depend on the signing and implementation of the subsequent specific cooperation agreement between the two parties, and there is uncertainty. Please the majority of investors concerned about the relevant risks.

VII. Documents for Reference

1. Cooperation Agreement signed between the Company and Zhejiang Zida Energy Development Co., Ltd.

It is hereby announced.

 

Shouhang Gaoke Energy Technology Co., Ltd.

Board of Directors

12 May 2022