Tengyuan cobalt industry: Review Report

Financial statements of Ganzhou Tengyuan cobalt new materials Co., Ltd. in 2021

Review Report

Zhitong Certified Public Accountants (special general partnership)

catalogue

Review Report

Consolidated and company balance sheet 1-2

Consolidated and corporate income statement 3

Consolidated and company cash flow statement 4

Notes to financial statements 5-66

Zhitong Certified Public Accountants (special general partnership), 5th floor, set square, No. 22, Jianguomenwai street, Chaoyang District, Beijing, China, 100004

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Review Report

Zhi Tong Shen Zi (2022) No. 351a000043 all shareholders of Ganzhou Tengyuan cobalt new materials Co., Ltd.:

We have reviewed the attached financial statements of Ganzhou Tengyuan cobalt new materials Co., Ltd. (hereinafter referred to as Ganzhou Tengyuan company), including the consolidated and company’s balance sheet as of December 31, 2021, the consolidated and company’s income statement, consolidated and company’s cash flow statement and notes to financial statements in 2021. It is the responsibility of the management of Ganzhou Tengyuan company to prepare the financial statements in accordance with the provisions of the accounting standards for business enterprises. Our responsibility is to issue a review report on these financial statements on the basis of the implementation of the review work.

We have carried out the review business in accordance with the provisions of the review standards for Chinese certified public accountants No. 2101 – review of financial statements. The standard requires us to plan and implement the review to obtain limited assurance about whether the financial statements are free from material misstatement. The review is mainly limited to asking relevant personnel of the company and implementing analysis procedures for financial data, and the degree of assurance provided is lower than that of audit. We have not carried out the audit, so we do not express an audit opinion.

According to our review, we have not noticed anything that makes us believe that the financial statements have not been prepared in accordance with the provisions of the accounting standards for business enterprises and fail to fairly reflect the financial position, operating results and cash flow of Ganzhou Tengyuan company in all major aspects.

This review report is only for use when Ganzhou Tengyuan company publishes the prospectus and shall not be used for any other purpose.

Notes to financial statements

1、 Basic information of the company 1. Overview of the company

Ganzhou Tengyuan cobalt industry new material Co., Ltd. (hereinafter referred to as “the company”, “the company” or “Tengyuan”) was formerly known as Ganzhou Tengyuan cobalt Industry Co., Ltd. and was established on March 26, 2004. On August 12, 2016, the company held a shareholders’ meeting and decided to change the limited company into a joint-stock company with June 30, 2016 as the base date. After the change, the share capital of the company was 76 million shares and the name was changed to Ganzhou Tengyuan cobalt new materials Co., Ltd. The legal representative of the company is Luo Jie, whose registered address is No. 9, Xijin Avenue, Ganzhou high tech Industrial Development Zone, Ganxian District, Ganzhou City, Jiangxi Province, and the unified social credit code is 91360721759978573p.

As of December 31, 2021, the registered capital of the company is 9446061400 yuan. The specific share capital structure is as follows:

Proportion of paid in capital contribution to registered capital after change of shareholder name%

Luo Jie 2824490000 299012 Xie Fubiao 1302077000 137843 Xiamen Tungsten Co.Ltd(600549) 1140000000 120685 Wu Yanghong 642537000 6.802 2 GAOJIN 215496500 2.2813 Tong Gaocai 231619500 2.4520 Luo Lizhen 228000000 2.4137 Xiamen Xidi No. 2 investment partnership (limited partnership) 182400000 1.9310 Xiamen Xidi No.1 investment partnership (limited partnership) 106400000 1.1264 Huang Chongfu 142120000 1.5045 Ganzhou Industrial Investment Group Co., Ltd. 116280000 1.2310 Wang Wei 7 Shanghai Pudong Development Bank Co.Ltd(600000) 0 0.8046 Wang Juncai 7 Shanghai Pudong Development Bank Co.Ltd(600000) 0 0.8046 Wang Shihui 30400000 0.3218 Ganfeng Lithium Co.Ltd(002460) 651455300 6.8966 Anhui Xin’an cornerstone industry upgrading fund partnership (limited partnership) 203665500 2.1561 MAANSHAN Xinyu equity investment partnership (limited partnership) 82514500 0.8735 Ganzhou Guxin Consulting Service Center (limited partnership) 105000000 1.1116 Ganzhou gucai Consulting Service Center (limited partnership) 100000000 1.0586 Luo Meizhen 15000000 0.1588 Luo Shulan 15000000 0.1588 Chen Wenwei 15000000 0.1588

Proportion of paid in capital contribution to registered capital after name change of shareholders% Changjiang chendao (Hubei) new energy industry investment partnership (limited 646920200 6.8486 partners)

Ningbo Meishan free trade port Chaoxing investment partnership (limited partnership) 27798400 0.2943 Wuxi TCL asikai semiconductor industry investment fund partnership (121449300 1.2857 partnership)

Yuan Bing 13494400 0.1429 Shenzhen Zhaoyin No.1 innovation and venture capital partnership (limited partnership) 124553100 1.3186 Shenzhen Zhaoyin win-win equity investment partnership (limited partnership) 10390700 0.1100

Total 9446061400 1000000

The company has established the corporate governance structure of the general meeting of shareholders, the board of directors and the board of supervisors. At present, it has set up production department, technology center, marketing department, finance department, comprehensive department and other departments. It has Jiangxi xinmeite building materials Co., Ltd., Tengyuan nonferrous metals (Shanghai) Co., Ltd., Tengyuan new materials (Hong Kong) Investment Holding Co., Ltd., Tengyuan cobalt copper resources Co., Ltd Ganzhou motong Trading Co., Ltd., Victor International Trading Co., Ltd. and other subsidiaries.

Industry of the company: nonferrous metal smelting and rolling processing industry; The main products provided include cobalt chloride, cobalt sulfate, cobalt trioxide, electrodeposited copper and light building materials.

The financial statements and notes to the financial statements have been approved by the board of directors of the company. 2. Scope of consolidated financial statements

The scope of consolidated financial statements includes Ganzhou Tengyuan cobalt new materials Co., Ltd., its subsidiaries Tengyuan nonferrous metals (Shanghai) Co., Ltd., Jiangxi xinmeite building materials Co., Ltd., Tengyuan new materials (Hong Kong) Investment Holding Co., Ltd., Tengyuan cobalt copper resources Co., Ltd., Ganzhou motong Trade Co., Ltd. and Victor International Trade Co., Ltd. See note VI. changes in consolidation scope for details of subsidiaries. 2、 Preparation basis of financial statements

The financial statements are prepared in accordance with the accounting standards for business enterprises and its application guidelines, interpretations and other relevant provisions issued by the Ministry of Finance (collectively referred to as “accounting standards for business enterprises”). In addition, the company also disclosed relevant financial information in accordance with the rules for the preparation of information disclosure of companies offering securities to the public No. 15 – General Provisions on financial reports (revised in 2014) of the CSRC.

The financial statements are presented on a going concern basis.

The accounting of the company is based on the accrual basis. Except for some financial instruments, the financial statements are measured on the basis of historical cost. If an asset is impaired, the corresponding impairment provision shall be withdrawn in accordance with relevant regulations. 3、 Important accounting policies and accounting estimates

The company determines the depreciation and non depreciation of fixed assets according to its own production and operation characteristics

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