Yantai Taihe New Materials Co., Ltd. Announcement on The Diluted Immediate Return of Non-Public Issuance of A-share Shares and the Adoption of Filling Measures and Commitments of Related Entities (hereinafter transferred to C28 Version)

Stock code: 002254 Stock abbreviation: Taihe New Material Announcement number: 2021-050

The Company and all members of the Board of Directors warrant that the information disclosed is true, accurate and complete and that there are no misrepresentations, misleading statements or material omissions.

According to the Several Opinions of the State Council on Further Promoting the Healthy Development of the Capital Market (Guo Fa [2014] No. 17) and the Opinions of the General Office of the State Council on Further Strengthening the Protection of the Legitimate Rights and Interests of Small and Medium-sized Investors in the Capital Market (Guo Ban Fa [2013] No. 110), and the Guiding Opinions on Matters Related to initial offerings, refinancings, and dilution of immediate returns on major asset restructurings (CSRC Announcement [2015] No. 31), in order to protect the right of small and medium-sized investors to know, To safeguard the interests of small and medium-sized investors, the company analyzed the possible impact of the non-public offering of shares on the immediate return, and formulated specific compensation measures, and the relevant entities made commitments that the company's filling return measures could be effectively fulfilled. The specifics are as follows:

(1) Main assumptions

The following hypothetical analysis is only intended as a schematic calculation of the impact of the diluted immediate return of the non-public offering on the Company's key financial indicators and does not represent a judgment of the Company's operating conditions and trends in 2021, nor does it constitute a profit forecast. If the investor makes an investment decision based on this and causes losses, the company shall not be liable for compensation, and the profitability and owner's equity data shall ultimately be subject to the amount audited by the accounting firm.

1. Assuming that the company's non-public offering is completed at the end of December 2021, the completion time is only used to calculate the impact of the diluted immediate return of the non-public offering on the company's main financial indicators, and the final time of completion of the actual offering after the approval of the CSRC shall prevail;

2. It is assumed that there have been no major adverse changes in the macroeconomic environment, industrial policy, securities industry, industry development, product market and the company's operating environment;

3. Assuming that the non-public offering of 205,318,350 shares (accounting for 30% of the company's current total number of shares) is only used to calculate the impact of the diluted spot return of the non-public offering on the main financial indicators, the final number of shares to be issued is subject to the approval of the Csrc And the actual issuance;

4. When forecasting the number of ordinary shares issued and outstanding by the company at the end of the period, the total share capital of 684,394,502 shares on the date of the announcement of the plan is based on the total share capital. In addition, only the impact of the non-public offering is considered, and the change in share capital due to other factors is not considered;

6. At the same time, combined with the current market environment and in order to facilitate the analysis of the impact of the non-public offering plan on the company's main financial indicators, it is assumed that the net profit attributable to the company's common shareholders in 2021 and the net profit attributable to the owners of the parent company before and after deducting non-recurring gains and losses increased by 20%, flat and decreased by 20% compared with 2020. This assumption is only used to calculate the impact of the diluted immediate return of the non-public offering of A-share shares on the main financial indicators, and does not represent the company's judgment of the operating conditions and trends in 2021, nor does it constitute the company's profit forecast, and the profitability and owner's equity data are ultimately subject to the amount audited by the accounting firm;

7. The impact of possible dividends, capital reserve conversion to increased share capital, and share delivery from the announcement of the plan to the end of 2021 is not considered, and the assumption is only used for forecasting, the actual dividend, the conversion of capital reserve into increased share capital, and the stock delivery situation is subject to the company's announcement;

8. The impact of other non-recurring profit and loss and force majeure factors on the company's financial situation is not considered;

9. The impact on the company's operation and financial situation (such as financial expenses and investment income) after the funds raised in this offering are received;

10. The number and timing of the non-public offering are only assumed for the purpose of calculation, and the final number and time of issuance shall be subject to the approval of the China Securities Regulatory Commission and the actual issuance.

(2) The impact on the company's main financial indicators

Based on the above assumptions, the Company has calculated the impact of the diluted spot return on the non-public offering on key financial indicators such as the Company's earnings per share at the end of 2021, as follows:

Note: Basic earnings per share are calculated in accordance with the provisions of the Rules for the Compilation of Information Disclosure of Companies Publicly Offering Securities No. 9 - Calculation and Disclosure of Return on Net Assets and Earnings per Share.

2. Special risk warning regarding the dilution of the immediate return of this non-public offering

After this non-public offering, with the relevant raised funds in place, the company's equity and net assets increased accordingly, but because it takes a certain period of time from the time the raised funds are put into use to the time the fundraising project is put into production and the benefits are generated, the relevant income and profits are difficult to release in the short term, so before the fundraising project produces benefits, the shareholder return still depends on the company's existing business foundation. On the other hand, due to the increase in the company's total share capital, this non-public offering may lead to a decline in the company's earnings per share indicator. There is a risk of dilution of the company's immediate return in the year of the non-public issuance of A-shares. Please invest rationally and pay attention to investment risks.

At the same time, in the process of calculating the dilution impact of the offering on the immediate return, the hypothetical analysis of the net profit attributable to the common shareholders of the listed company in 2021 and the net profit attributable to the common shareholders of the listed company after deducting non-recurring gains and losses is not the company's profit forecast, and the specific measures to fill the return formulated to cope with the risk of dilution of the immediate return are not equivalent to guaranteeing the company's future profits, investors should not make investment decisions accordingly, and if investors make investment decisions accordingly, the company will not bear the liability for compensation. To the attention of the majority of investors.

3. Measures taken by the Company to dilute the immediate return of this non-public offering

The offering may lead to a decline in the immediate return of investors, and the company intends to prevent the risk of dilution of the immediate return through a variety of measures to achieve the sustainable development of the company's business, so as to increase future earnings, fill shareholder returns and fully protect the interests of minority shareholders. The specific measures taken by the Company to fill the immediate return are as follows:

(1) Improve the company's operation and management level and improve the corporate governance structure

The company will further improve its operation and management level in the next few years and enhance its overall profitability. The company will strive to improve the efficiency of the use of funds, improve and strengthen the investment decision-making process, improve the efficiency of the use of funds, and save the company's financial expenses. The company will also strengthen the internal control of the enterprise, give full play to the effectiveness of enterprise control, promote comprehensive budget management, optimize the budget management process, strengthen cost management, strengthen budget execution supervision, and comprehensively and effectively control the company's operation and control risks.

At the same time, the company will strictly follow the requirements of the Company Law, the Securities Law, the Governance Code of Listed Companies and other laws, regulations and normative documents, constantly improve the corporate governance structure to ensure that shareholders can fully exercise their rights, the board of directors can exercise their powers in accordance with the provisions of the company's articles of association, independent directors can conscientiously perform their duties, and the board of supervisors can independently and effectively exercise the supervision and inspection rights of the company's directors, senior management personnel and the company's finances, providing a scientific and stable development for the company's sustainable and stable development. Effective governance structures and institutional safeguards.

(2) Strengthen the management of raised funds to ensure that the funds raised are used in a standardized manner

In order to standardize the use and management of the company's raised funds and ensure the standardized, safe and efficient use of the raised funds, the company has formulated the "Management System for Raised Funds" in accordance with the provisions of the Company Law, the Securities Law, the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Use of Funds Raised by Listed Companies, and the Rules for the Listing of Stocks on the Shenzhen Stock Exchange. After the funds raised from this non-public offering of shares are in place, the company will improve and strengthen the investment decision-making procedures in accordance with the relevant laws and regulations and the requirements of the company's "Fund Raising Management System", strictly manage the use of the raised funds, and prevent the risk of the use of the raised funds. The board of directors of the company will continue to supervise the storage and use of the raised funds, conduct internal audits of the raised funds on a regular basis, and cooperate with the supervising banks and sponsoring institutions to inspect and supervise the use of the raised funds to ensure the reasonable and standardized use of the raised funds and reasonably prevent the risks of the use of the raised funds.

(3) Accelerate the investment and construction of fundraising projects and improve the efficiency of the use of funds

The board of directors has fully demonstrated the feasibility of the investment project raised by the non-public offering, and the relevant projects are in line with the national industrial policy, industry development trend and the company's overall strategic development direction in the future, and have good market prospects and profitability. Through the implementation of the investment project raised by this offering, the company will continue to optimize the business structure and enhance the company's core competitiveness to improve profitability. The company will pay close attention to the preliminary work of this fundraising project, actively allocate resources, coordinate and rationally arrange the investment and construction of the project, and strive to shorten the project cycle. After the funds raised in this offering are in place, the company will accelerate the construction of the investment projects of the raised funds, improve the efficiency of the use of funds, and strive to complete and achieve benefits for the investment projects of the raised funds as soon as possible.

(4) Strictly implement the dividend policy and strengthen the investor return mechanism

In order to improve the company's profit distribution policy, promote the company to establish a more scientific, sustained and stable shareholder return mechanism, and increase the transparency and operability of profit distribution decision-making, the company has followed the company's relevant provisions such as the Company Law, the Notice on Further Implementing the Relevant Matters Concerning Cash Dividends of Listed Companies (CSRC [2012] No. 37), the Regulatory Guidelines for Listed Companies No. 3 - Cash Dividends of Listed Companies (Announcement [2013] No. 43 of the China Securities Regulatory Commission) and other relevant provisions and the Articles of Association of the Company It formulated the company's "Shareholder Return Plan for the Next Three Years (2021-2023)" to further clarify and stabilize the profit distribution plan for shareholders. In the future, the company will strictly implement the company's dividend policy to ensure that the interests of the company's shareholders, especially the small and medium-sized shareholders, are protected. In the process of the company's industrial transformation and upgrading, the healthy development of enterprises and the continuous improvement of business performance, it actively promotes the distribution of profits to shareholders, and effectively maintains and increases the return to shareholders.

In summary, the company will improve the management level, improve the corporate governance structure, rationally regulate the use of raised funds, improve the efficiency of the use of funds, take a variety of measures to continuously improve business performance, strengthen the management of raised funds, accelerate the investment and construction of fund-raising projects, and achieve the expected benefits of the project as soon as possible. Under the premise of meeting the conditions for profit distribution, actively promote the distribution of profits to shareholders to improve the company's ability to return to investors and effectively reduce the risk of dilution of the immediate returns of the original shareholders.

The company's formulation of the above-mentioned compensation measures is not equivalent to making guarantees for the company's future profits, investors should not make investment decisions based on this, and if investors make investment decisions based on this, the company will not bear the liability for compensation.

4. The commitment of the controlling shareholders, directors and senior management of the company to the non-public offering of the company to fill the return measures can be effectively fulfilled

In accordance with the requirements of the Several Opinions of the State Council on Further Promoting the Healthy Development of the Capital Market (Guo Fa [2014] No. 17), the Opinions of the General Office of the State Council on Further Strengthening the Protection of the Legitimate Rights and Interests of Small and Medium-sized Investors in the Capital Market (Guo Ban Fa [2013] No. 110) and the Guiding Opinions on Matters Related to initial offerings, refinancings, and dilution of immediate returns in major asset restructuring (CSRC Announcement [2015] No. 31), etc., The Company analyzed the impact of the diluted immediate return on the main financial indicators of the non-public offering and proposed specific measures to fill the returns, and the relevant entities made commitments to the effective performance of the fill return measures, as follows:

(1) The commitment of Guoman Holdings, the controlling shareholder of the Company

Yantai Guoman Investment Holding Group Co., Ltd. (hereinafter referred to as "Guoman Holdings"), as the controlling shareholder of Taihe New Materials and the target of this subscription, hereby makes the following commitments to the effective performance of the compensation measures to be taken to dilute the immediate return of this offering:

"In view of the risk of dilution of the immediate return of the issued shares, as one of the responsible entities related to the compensation measures, the company undertakes not to interfere with the operation and management activities of Taihe New Materials beyond its authority and not to encroach on the interests of Taihe New Materials."

If such commitments are violated and losses are caused to Tahoe New Materials or investors, the Company is willing to bear the compensation liability for Taihe New Materials or investors in accordance with the law. ”

(2) The commitment of the directors and senior management of the company

The directors and senior management of the Company hereby make the following commitments to the effective implementation of the Company's compensation measures:

"(1) Undertake not to convey benefits to other units or individuals free of charge or on unfair terms, and not to harm the interests of the company in other ways;

(2) Undertake to restrain one's own job consumption behavior;

(3) Promise not to use the company's assets to engage in investment and consumption activities that are unrelated to the performance of one's duties;

(4) Undertake that the remuneration system formulated by the Board of Directors or the Remuneration and Appraisal Committee is linked to the implementation of the Company's compensation measures;

(5) If the company subsequently introduces an equity incentive policy, it undertakes that the exercise conditions of the company's equity incentive to be announced will be linked to the implementation of the company's compensation return measures;

(6) From the date of the issuance of this undertaking to the completion of the implementation of the non-public offering of Taihe New Materials, if the CSRC makes new regulatory provisions on the filling return measures and its commitments, and the above commitments cannot meet the requirements of the CSRC, I undertake to issue a supplementary commitment in accordance with the latest regulations of the CSRC at that time;

(7) If I violate such commitments and cause losses to Tahoe New Materials or investors, I am willing to bear the compensation responsibility for Tahoe New Materials or investors and the corresponding penalties of the regulatory authorities in accordance with the law. ”

5. Deliberation procedures on the filling measures and commitments for the diluted immediate return of this offering

The Company's analysis of the diluted immediate return of the non-public offering, the measures to fill the immediate return and the commitments of relevant entities have been deliberated and approved by the twelfth meeting of the 10th Board of Directors of the Company and will be submitted to the Company's General Meeting of Shareholders for consideration.

This is hereby announced.

Yantai Taihe New Materials Co., Ltd

Board of Directors

October 23, 2021

Stock code: 002254 Stock abbreviation: Taihe New Material Announcement number: 2021-051

Announcement on the failure to take regulatory measures or penalties by securities regulators and exchanges in the last five years

Yantai Taihe New Materials Co., Ltd. (hereinafter referred to as the "Company") has been operating in strict accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Rules for the Listing of Stocks on the Shenzhen Stock Exchange, the Guidelines for the Standardized Operation of Listed Companies on the Shenzhen Stock Exchange, the Articles of Association of the Company, and the relevant provisions and requirements of the securities regulatory department, continuously improving the corporate governance structure, establishing and improving the internal management and control system, improving the level of corporate governance, and promoting the company's continuity and health. Stable development.

In view of the Company's intention to apply to the China Securities Regulatory Commission for a non-public offering of A-share shares, in order to protect investors' right to know and safeguard the interests of investors, the Company is hereby announced as follows in the past five years that the Company has been subject to regulatory measures or penalties by the Securities Regulatory Authorities and the Shenzhen Stock Exchange:

I. Penalties imposed by securities regulatory authorities and exchanges in the past five years

In the past five years, the company has not been penalized by securities regulators and exchanges.

2. Regulatory measures taken by securities regulatory authorities and exchanges in the past five years

In the past five years, the company has not been subject to regulatory measures by securities regulators and exchanges.

Stock code: 002254 Stock abbreviation: Taihe New Materials Announcement number: 2021-052

Regarding the request to the general meeting of shareholders of the company to authorize the board of directors to have full authority

Announcement of matters related to the non-public offering of shares

Yantai Taihe New Materials Co., Ltd. (hereinafter referred to as the "Company") held the 12th meeting of the 10th Board of Directors on October 22, 2021 to deliberate and pass the relevant proposals on the 2021 non-public issuance of shares, and the Board of Directors of the Company requested the General Meeting of Shareholders to authorize the Board of Directors to handle all matters related to the non-public issuance of shares, including but not limited to:

(1) In accordance with the provisions of relevant laws and regulations and normative documents, formulate, modify and implement the specific plan for the non-public issuance of shares according to the specific circumstances, and determine the issuance method, the object of issuance, the issue price, the number of issuances, the timing of the issuance, the date of the start and end of the issuance, the termination of the issuance, the specific subscription methods, the subscription ratio and all other matters related to the non-public issuance of shares within the resolution of the shareholders' general meeting;

(2) Prepare and declare the application documents for the non-public offering of shares according to the requirements of the China Securities Regulatory Commission, and reply to relevant questions, make, amend, supplement, sign, submit and submit relevant application documents and all documents related to the non-public issuance of shares according to the feedback of the Shenzhen Stock Exchange and the China Securities Regulatory Commission;

(3) Handle the establishment of a special deposit account for the raised funds and handle the capital verification procedures related to the non-public offering;

(4) Decide to hire the sponsoring institution (lead underwriter), law firm, accounting firm and other intermediary institutions of the non-public offering of shares to prepare, modify, supplement, sign, submit, submit and implement all agreements and documents related to the non-public issuance of shares, including but not limited to share subscription agreements, sponsorship agreements, underwriting agreements, employment agreements of other intermediary institutions, in accordance with the relevant provisions of national laws, regulations and normative documents and the resolutions of the shareholders' general meeting. Major contracts in the implementation of investment projects with raised funds, etc.;

(5) Within the scope of the resolution of the shareholders' general meeting, adjust the specific arrangements for the use of the raised funds such as the investment amount, specific investment arrangements, and methods of capital injection of the raised funds, and adjust the actual investment amount and implementation progress of the investment projects according to the actual progress of the investment projects raised by the non-public offering of shares and the actual amount of funds raised;

(6) If laws, regulations and normative documents and the china securities regulatory authorities change their policies on non-public issuance of shares or market conditions change, except for matters that are required to be re-voted by the shareholders' general meeting according to relevant laws, regulations and the Articles of Association of the Company, the board of directors is authorized to make corresponding adjustments to the specific issuance plan of the non-public issuance of shares;

(7) After the completion of the non-public offering of shares, according to the actual results of the non-public issuance of shares, amend the corresponding provisions of the Articles of Association of the Company and handle the registration of corresponding industrial and commercial changes, and handle the registration, locking and listing of the non-public shares on the Shenzhen Stock Exchange and the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and other related matters;

(8) Authorize the Board of Directors to transfer the authorizations contained in this proposal to the chairman of the board of directors of the company and other persons authorized by the chairman of the board of directors of the company, except as otherwise provided by relevant laws, regulations, normative documents and the Articles of Association of the Company, provided that it obtains the authorizations contained in this proposal;

(9) Engage an intermediary to handle the non-public issuance of shares;

(10) Handle all information disclosure matters related to this transaction;

(11) The authorizations in items 5 and 7 above shall be effective from the date of approval by the General Meeting of Shareholders to the duration of the relevant matters; other authorizations shall be valid for 12 months from the date of deliberation and approval by the General Meeting of Shareholders. However, if the Company has obtained the CSRC's approval documents for the Offering within the validity period, the validity period will be automatically extended to the date of completion of the Offering.

This authorization is subject to the approval of the Company's general meeting of shareholders before it can take effect.

Stock code: 002254 Stock abbreviation: Taihe New Material Announcement number: 2021-053

Yantai Taihe New Materials Co., Ltd. about the proposal

The General Meeting of Shareholders approved the announcement that Yantai Guofeng Investment Holding Group Co., Ltd. was exempted from the announcement of increasing its shareholding in the Company by way of an offer

Yantai Taihe New Materials Co., Ltd. (hereinafter referred to as the "Company") held the 12th meeting of the 10th Board of Directors on October 22, 2021 to deliberate and pass the relevant proposals on the non-public issuance of A-share shares in 2021. The number of shares in this non-public offering shall not exceed 30% of the total share capital of the company before the issuance, that is, 205,318,350 shares (including the principal number), and the total amount of funds raised shall not exceed 300,000 million yuan (including the principal amount).

Prior to the private offering, The Company's controlling shareholder, Yantai Guofeng Investment Holding Group Co., Ltd. (hereinafter referred to as "Guofeng Holdings"), directly held 126,995,477 shares of the Company, accounting for 18.56% of the total share capital of the Company, and its wholly-owned subsidiary, Yantai Guosheng Investment Holdings Co., Ltd., held 13,247,237 shares of the Company, accounting for 1.94% of the total share capital of the Company, and its co-actor Yantai Yutai Investment Co., Ltd. held 119,552,623 shares of the Company. Accounting for 17.47% of the total share capital of the company, Guoman Holdings and its co-actors hold a total of 37.96% of the shares of the company; Guoman Holdings participates in the subscription of the non-public shares in cash, and the subscription amount is not less than 600 million yuan (including the principal amount). Since the issue price and number of issues of this non-public offering have not yet been determined, it is expected that the proportion of shares held by Guoman Holdings in the company after the completion of this non-public offering may increase.

According to item (3) of the first paragraph of Article 63 of the Measures for the Administration of Takeovers of Listed Companies, with the approval of the non-affiliated shareholders of the shareholders' general meeting of the listed company, the investor obtains the new shares issued by the listed company, resulting in the shares in which he has an interest in the company exceeding 30% of the issued shares of the company, the investor undertakes not to transfer the new shares issued to him within 3 years, and the company's general meeting of shareholders agrees that the investor is exempt from making an offer, the relevant investor may be exempted from submitting an exemption application in accordance with the provisions of the preceding paragraph. Apply directly to the stock exchange and securities registration and settlement agency for share transfer and transfer registration procedures.

In view of the fact that the transaction will not result in a change in the controlling shareholder and the actual controller of the company, and Guofeng Holdings has undertaken that the shares acquired in this offering will not be transferred for 36 months from the date of the closing of the offering, in line with the exemption from increasing the number of shares by way of an offer as stipulated in Article 63 of the Administrative Measures for Takeovers of Listed Companies, the Board of Directors of the Company agreed to submit to the General Meeting of Shareholders for approval of its exemption from the tender offer obligation triggered by participating in the non-public offering to increase the company's shares.

Stock code: 002254 Stock abbreviation: Taihe New Material Announcement number: 2021-054

Announcement on the non-public offering of shares constituting a related party transaction and the signing of a conditionally effective share subscription agreement

I. Overview of Related Party Transactions

(1) Related party transactions

Yantai Taihe New Materials Co., Ltd. (hereinafter referred to as the "Company") held the 12th meeting of the 10th Board of Directors on October 22, 2021 to deliberate and pass the relevant proposals on the non-public issuance of A-share shares in 2021. The number of shares in this non-public offering shall not exceed 30% of the total share capital of the company before the non-public offering, that is, 205,318,350 shares (including the number of shares), and the total amount of funds raised shall not exceed 300,000.00 yuan (including the principal number). The non-public offering of shares is subject to no more than 35 (including 35) specific investors who meet the requirements of the CSRC, including the Company's controlling shareholder, Yantai Guofeng Investment Holding Group Co., Ltd. (hereinafter referred to as "Guoman Holdings"). Among them, Guoman Holdings participated in the subscription of the non-public offering of shares in cash, and the subscription amount was not less than 600 million yuan (including the principal amount).

(2) Affiliations

As at the date of this announcement, Guofeng Holdings holds 126,995,477 shares in the Company, representing 18.56% of the total share capital of the Company; its wholly-owned subsidiary, Yantai Guosheng Investment Holdings Co., Ltd., holds 13,247,237 shares in the Company, representing 1.94% of the total share capital of the Company; and its co-actor Yantai Yutai Investment Co., Ltd. holds 119,552,623 shares of the Company, representing 17.47% of the total share capital of the Company. Guoman Holdings and its co-actors hold a total of 37.96% of the company's shares, and Guoman Holdings is the controlling shareholder of the company. Pursuant to the relevant provisions of Item (1) of 10.1.3 of the Rules Governing the Listing of Shares on the Shenzhen Stock Exchange, Guofeng Holdings has a related relationship with the Company.

Guoman Holdings, the controlling shareholder of the Company, intends to participate in the subscription of the non-public offering of shares, which constitutes a related party transaction.

(3) Examination and approval procedures

On October 22, 2021, the Company held the 12th meeting of the 10th Board of Directors to deliberate and pass the "Proposal on the Company's Non-public Issuance of Shares" and the "Proposal on the Signing of the < Conditionally Effective Share Subscription Agreement > between the Company and Yantai Guofeng Investment Holding Group Co., Ltd." The affiliated directors have recused themselves from voting on the relevant proposals, and the relevant proposals have been voted by the non-affiliated directors, and the specific voting status of each proposal can be found in the "Announcement of resolutions of the twelfth meeting of the 10th Board of Directors" disclosed by the company on the same day. The independent directors of the Company approved the related party transaction in advance and issued an independent opinion agreeing to it. The related party transaction has yet to be submitted to the company's general meeting of shareholders for consideration, and when the shareholders' general meeting considers the matters related to the non-public offering, the related shareholders must recuse themselves from voting on the relevant proposals.

Second, the basic situation of Guoman Holdings

(1) Basic information

(2) Equity control relationship

As of the date of this preliminary announcement, the shareholding structure of Guoman Holdings is shown in the following table:

The controlling shareholder and the ultimate actual controller of Guoman Holdings are the State-owned Assets Supervision and Administration Commission of Yantai City.

(3) The main business of Guoman Holdings

The main business of Guofeng Holdings is the operation and management of state-owned property (shares) rights authorized by the State-owned Assets Supervision and Administration Commission of Yantai City, the financing, investment and operation management of government strategic investment, industrial investment and other projects, and the capital operation of state-owned property rights and equity within the scope of authorization (including acquisition, restructuring, integration and transfer, etc.).

(4) The concise financial statements of Guoman Holdings for the latest year

The main financial data of Guoman Holdings in the latest year is shown in the following table:

Unit: 10,000 yuan

Note: The above data is audited consolidated statement data.

(5) The punishment and litigation of Guofeng Holdings and its directors, supervisors and senior management personnel in the past five years

Guoman Holdings and its directors, supervisors and senior management personnel have not received administrative penalties or criminal penalties in the past five years, nor have they been involved in major civil litigation or arbitration related to economic disputes.

(6) After the completion of this offering, the inter-industry competition and related party transactions between the business engaged in by Guoman Holdings and the company's business

1. Competition in the same industry after the completion of this offering

After the completion of this offering, there will be no substantial competition between the business engaged in by Guoman Holdings and the enterprises controlled by Guoman Holdings and the company.

2. Related party transactions after the completion of the offering

Guoman Holdings and the Company signed the "Conditionally Effective Share Subscription Agreement" to participate in the subscription of the non-public shares of Taihe New Material in cash, and the subscription amount is not less than 600 million yuan (including the principal amount), and the above subscription constitutes a related party transaction.

In addition to the above transactions, after the completion of the offering, Guoman Holdings and its controlled subsidiaries will not have new related party transactions with the company as a result of the non-public offering.

(7) The major transactions between the controlling shareholder, the actual controller and the company in the 24 months prior to the disclosure of the issuance plan

In the 24 months prior to the disclosure of this plan, the major transactions between Guofeng Holdings and its related parties and the Company have fulfilled the necessary decision-making procedures and disclosed information in accordance with the relevant provisions of the related party transactions, and the related party transactions are all out of business needs, and are equivalent paid acts carried out in accordance with the principle of market fairness according to the actual situation, the prices are fair, there is no deviation from the comparable market price, and the necessary procedures have been performed. Related party transactions do not affect the independence of the company's production and operation, there is no harm to the interests of the company and minority shareholders, and will not have a significant impact on the normal operation and continuing operation of the company.

For details, please refer to the information disclosure documents such as the annual report and interim announcement of Taihe New Materials published in the designated information disclosure media.

(8) The scale of funds and the source of funds for this subscription

Guoman Holdings will participate in the subscription of the non-public issuance of A-share shares, and the subscription amount will not be less than 600 million yuan (including the principal amount).

According to the Conditionally Effective Share Subscription Agreement signed between the Company and Guofeng Holdings on October 22, 2021, Guofeng Holdings undertakes that the funds subscribed for this subscription are all from its legal own funds and/or self-financing, and there is no situation of capital contribution through nominee holding, trust shareholding, entrusted shareholding, etc., nor is there any other agreement arrangement that leads to nominee holding, trust shareholding, entrusted shareholding, there is no external fundraising to participate in this subscription, and there is no structured arrangement such as graded income. Nor has it been financed by leverage or other structured means, and Guoman Holdings shall not accept financial assistance or compensation in any way provided by the Company.

3. The subject matter of the related party transaction

The number of shares in this non-public offering shall not exceed 30% of the total share capital of the company before the non-public offering, that is, 205,318,350 shares (including the number of shares), and the total amount of funds raised shall not exceed 300,000.00 yuan (including the principal number). Guoman Holdings participated in the subscription of the non-public offering of shares in cash, and the subscription amount was not less than 600 million yuan (including the principal amount).

4. Pricing policy and pricing basis of the related party transaction

The non-public offering of shares shall be issued by way of inquiry, the pricing base date shall be the first day of the issuance period, and the issue price shall not be less than 80% of the average trading price of the shares in the 20 trading days before the pricing benchmark date (excluding the pricing benchmark day, the same below) (the average trading price of the company's shares in the 20 trading days before the pricing benchmark date = the total stock trading volume in the 20 trading days before the pricing benchmark date / the total stock trading volume in the 20 trading days before the pricing benchmark date). If the company's stock price adjustment occurs within the above 20 trading days due to dividends, stock transfers, capital reserve fund conversion to increased share capital, etc., the trading price of the trading day before the adjustment shall be calculated according to the price after the corresponding ex-rights and ex-dividend adjustments.

If the company's ex-dividend or ex-dividend events such as dividends, stock transfers, conversion of capital reserve funds into increased share capital occur between the pricing basis of this non-public offering and the issuance date, the reserve price of the non-public offering of shares will be adjusted accordingly.

The final issue price of the non-public offering will be determined by the board of directors or the authorized person of the board of directors in accordance with the authorization of the shareholders' general meeting and the sponsoring institution (the lead underwriter) in accordance with the provisions of relevant laws, regulations and normative documents, and according to the subscription price of the issuer, after the company obtains the approval of the China Securities Regulatory Commission on the non-public offering, and by auction.

Guoman Holdings did not participate in the market inquiry process of this offering, and promised to accept the results of the auction and subscribe for the shares in this offering at the same price as other investors. If the offering does not generate an issue price through auction or is unsubscribed, Guoman Holdings will continue to participate in the subscription and use the reserve price of the offering (80% of the average price of the stock trading price in the 20 trading days prior to the pricing benchmark date) as the subscription price.

5. The main contents of the share subscription agreement with conditional effect

On October 22, 2021, the Company and Guoman Holdings entered into a Conditionally Effective Share Subscription Agreement, the main contents of which are as follows:

(1) The subject of the agreement

Issuer (Party A): Yantai Taihe New Materials Co., Ltd

Subscriber (Party B): Yantai Guofeng Investment Holding Group Co., Ltd

(2) The subscription plan of Guoman Holdings

1. Subscription amount

Party B will irrevocably participate in the subscription of Party A's non-public shares, and the subscription amount shall not be less than 600 million yuan (including the principal amount). The number of subscriptions is determined by dividing the subscription amount by the issue price, and the remainder of less than 1 share subscribed is treated as a carry. Party B does not participate in the inquiry process of this non-public offering of shares, and undertakes to accept the results of the inquiry and subscribe for the shares of this issue at the same price as other investors.

2. Subscription price

Guoman Holdings did not participate in the market inquiry process of this offering, and promised to accept the results of the auction and subscribe for the shares in this offering at the same price as other investors. If the offering does not generate an issue price through auction or no one subscribes, Guoman Holdings will continue to participate in the subscription at a subscription price of 80% of the average stock trading price of the 20 trading days prior to the company's pricing benchmark date (retaining two decimal places, rounded up upwards) and the company's latest audited net assets per share attributable to the common shareholders of the parent company.

3. Subscription method

Party B shall pay the subscription funds for this non-public offering in cash.

4. Payment method

Party B irrevocably subscribes for Party A's shares in this non-public offering at the subscription price and subscription amount determined in this Agreement. After obtaining the approval documents of the Csrc Commission for this non-public offering, Party A shall issue a written notice of payment of the subscription to Party B (hereinafter referred to as the "Payment Notice") in accordance with the issuance plan of the non-public offering finally approved by the China Securities Regulatory Commission, and Party B shall transfer the subscription funds to the relevant account of the sponsor institution (lead underwriter) in one lump sum within the agreed time of the payment notice, and after the capital verification is completed and the relevant fees are deducted, they are transferred to party A's special storage account for the raised funds.

5. Restriction period arrangement

Both Parties A and B agree and confirm that party A's shares acquired by party B through this non-public offering under this agreement will not be transferred for a period of 36 months from the date of the closing of this non-public offering, and if the CSRC and/or the Shenzhen Stock Exchange disagree on the above share lock-up period arrangement, Party B agrees to amend and implement the above-mentioned share lock-up period in accordance with the opinions of the CSRC and/or the Shenzhen Stock Exchange. If the above lock-up period arrangement is inconsistent with the relevant laws and regulations in the future and the minimum requirements of the securities regulator, Party B agrees to adjust accordingly in accordance with the latest regulatory requirements of the securities regulator.

The shares that are increased due to reasons such as Party A's bonus shares, conversion of share capital, etc., shall also be locked in accordance with the above lock-up period.

(3) Conditions for the entry into force of this Agreement

This Agreement shall be established after being signed and affixed with the official seal by the legal representatives of both parties or their authorized representatives, and shall enter into force when all the following conditions are met:

(1) The issuance plan shall be approved by the board of directors and shareholders' general meeting of Party A;

(2) The issuance was approved by the State-owned Assets Supervision and Administration Commission of Yantai City;

(3) This issuance has been approved by the State Administration of Science, Technology and Industry for National Defense;

(4) The offering was approved by the China Securities Regulatory Commission.

(4) Liability for breach of contract

After this Agreement is signed, any failure by either party to perform or fail to perform in a timely and appropriate manner any of its obligations under this Agreement, or to breach any representations, warranties or undertakings made by it under this Agreement, or in other circumstances other than for reasons of force majeure, shall be deemed to be in breach of contract.

If the purpose of this Agreement cannot be achieved due to the failure of either party to perform or not perform in a timely manner or improperly perform any of its obligations under this Agreement or the breach of contract stipulated in any breach clause, the observant party shall have the right to terminate this Agreement, and if a breach of contract by one party causes losses to the breaching party, it shall also be fully compensated.

If either party defaults under the breach clause, the breaching party may require the other party to take one or more of the following remedies:

(1) Require the breaching party to actually perform;

(2) Require the breaching party to compensate the breaching party for direct economic losses, including the costs actually incurred for the transaction and other foreseeable economic losses, as well as the costs incurred by the breaching party in litigation or arbitration;

(3) Temporarily suspend the performance of the obligations under this Agreement and resume performance after the breach of contract by the breaching party has been eliminated; the suspension of the performance obligations of the breaching party in accordance with the provisions of this paragraph shall not constitute the non-performance or delay of the performance of the obligations of the breaching party.

After Party A's non-public offering has been approved by the China Securities Regulatory Commission, if Party B's subscription funds cannot be put in place on time or one party defaults, the abiding party has the right to unilaterally terminate this agreement.

The non-public offering of shares under this Agreement is (1) not approved by Party A's general meeting of shareholders, or/and (2) is not approved and/or exempted by the China Securities Regulatory Commission and/or other competent authorities (if required); or/and/and /3) if changes in the securities market cause Party A to make material adjustments to the offering plan, Party A's board of directors unilaterally terminates this Agreement, resulting in the inability to proceed with the non-public offering of shares, which does not constitute a breach of contract by Party A.

6. The purpose of the transaction and its impact on the company

(1) The impact of the non-public offering on the company's operation and management

The smooth implementation of the non-public issuance of shares to raise funds for investment projects can effectively expand the production and marketing scale of the company's aramid products, improve the technical level and performance indicators of the company's core products, further improve the company's ability to meet market demand, improve the company's market position, and continue to follow up the future development direction of the market and technology, improve the company's product structure, and then improve the company's overall competitive strength and anti-risk ability, maintain and expand the company's technological leadership in the industry. This in turn drives the company's profitability and sustainability.

(2) The impact of the non-public offering on the company's financial position

After the completion of this non-public offering, the company's total assets and net assets will increase, which is conducive to reducing the company's financial risks and enhancing its ability to resist risks. After the funds raised in this offering are in place, due to the completion and production of the investment projects of the raised funds and the production of benefits, the company's return on net assets and earnings per share may decline in the short term, but in the long run, after the project is put into production, the company's sales revenue and operating profit will achieve steady growth.

In summary, the company's non-public offering to raise funds in line with the development trend of the industry and the company's strategic needs, the use of the raised funds will bring good returns to the company, bring better returns to shareholders. The implementation of this fundraising project will further expand the company's capital scale and strength, enhance the company's competitiveness, promote the sustainable development of the company, and conform to the interests of the company and all shareholders of the company.

7. The issuance plan discloses the material transactions between the controlling shareholder, the actual controller and the company in the 24 months before the issuance plan

8. Prior approval and independent opinion of independent directors

The independent directors of the Company have made prior approvals of the matters related to the non-public offering and issued an independent opinion agreeing to it, as detailed in the "Prior Approval Opinion of the Independent Directors on the Matters Related to the Twelfth Meeting of the Tenth Board of Directors" and the "Independent Directors' Independent Opinions on the Matters Related to the Twelfth Meeting of the Tenth Board of Directors" disclosed by the Company on the same day on the Juchao Information Network (www.cninfo.com.cn).

9. Documents for reference

1. Resolution of the twelfth meeting of the 10th board of directors of the company;

2. Prior approval opinions of the independent directors of the company on the matters related to the twelfth meeting of the 10th board of directors;

3. The independent directors of the company on the matters related to the twelfth meeting of the 10th board of directors;

4. The "Conditionally Effective Share Subscription Agreement" signed by the company and Guoman Holdings.

Stock code: 002254 Stock abbreviation: Taihe New Material Announcement number: 2021-055

Yantai Taihe New Materials Co., Ltd. about this time

There is no direct or passing benefit in a non-public offering of shares

The relevant parties provide financial resources to investors participating in the subscription

Announcement of funding or compensation

Yantai Taihe New Materials Co., Ltd. (hereinafter referred to as the "Company") held the 12th meeting of the 10th Board of Directors on October 22, 2021 to deliberate and pass the relevant proposals on the 2021 non-public issuance of A-share shares, and hereby undertakes to provide financial assistance or compensation for the investors who do not participate in the subscription directly or through interested parties in this non-public offering of shares:

The Company does not make a guaranteed income or a disguised guarantee of the bottom guarantee of the income to the investors participating in the subscription, and there is no situation in which financial assistance or compensation is provided directly or through interested parties to the investors participating in the subscription.

Stock code: 002254 Stock abbreviation: Taihe New Material Announcement number: 2021-056

Announcement on Yantai Jingwei Intelligent Technology Co., Ltd. follow-up investment plan and related party transactions

The twelfth meeting of the 10th Board of Directors of Yantai Taihe New Materials Co., Ltd. (hereinafter referred to as "the Company" or "Taihe New Materials") deliberated and passed the "Proposal on matters related to the implementation of project follow-up investment", agreed that Taihe New Materials established an innovative business follow-up investment system, and took Yantai Jingwei Intelligent Technology Co., Ltd. (hereinafter referred to as "Jingwei Intelligent") as the pilot to take the lead in implementing it. The specifics are as follows:

I. Overview of Matrix Partners' follow-up investment plan and related party transactions

In order to organically combine the interests of shareholders, the interests of the company and the personal interests of employees, and establish a long-term incentive and constraint mechanism for Taihe New Materials and Jingwei Intelligent, the company adopts the method of project follow-up investment to incentivize the core backbone, and the co-investment objects jointly invest with the enterprise with their own funds, share investment returns and bear investment risks.

The co-investment plan of Jingwei Intelligent is for Li Yingdong, a shareholder of Jingwei Intelligent, to transfer the capital contribution of 1.86 million yuan (accounting for 6.20% of the registered capital of Jingwei Intelligent) held by Jingwei Intelligent to 16 co-investment objects, and the transfer proportion of a single transferee does not exceed 1% of the registered capital of Jingwei Intelligent, of which 7 directors and senior managers of Taihe New Material participate in the follow-up investment, with a total transfer capital of 1.35 million yuan, and Taihe New Material gives up the right of pre-emption.

The directors and senior managers of the company participating in the investment are Mr. Chi Haiping, director and general manager, Mr. Ma Qianli, director and deputy general manager, Mr. Zhou Guoyong, director and deputy general manager, Mr. Jiang Maozhong, deputy general manager, Ms. Wang Zhixin, deputy general manager, Ms. Gu Yumei, chief accountant, and Mr. Dong Xuhai, secretary of the board of directors. According to Item (2) of 10.1.5 of the Rules Governing the Listing of Shares on the Shenzhen Stock Exchange, the above-mentioned persons are related parties of Taihe New Materials, and the transaction is a related party transaction.

In response to the related party transaction, the affiliated directors Chi Haiping, Ma Qianli and Zhou Guoyong recused themselves from voting, and the independent directors approved the matter in advance and issued an independent opinion agreeing to it.

According to the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange, the Articles of Association of the Company and other relevant provisions, the transaction does not need to be submitted to the shareholders' general meeting for consideration, does not constitute a major asset restructuring as stipulated in the Measures for the Administration of Material Asset Restructuring of Listed Companies, does not constitute a restructuring and listing, and does not require the approval of the relevant departments.

2. Basic information of related parties

None of the above-mentioned related parties are judgment defaulters.

Third, the basic situation of the target company

1. Enterprise name: Yantai Jingwei Intelligent Technology Co., Ltd

2. Unified social credit code: 91370600MA949URA1W

3. Registered address: Yantai Economic and Technological Development Zone, Shandong Province, Heilongjiang Road No. 10 Comprehensive Building

4. Legal representative: Song Xiquan

5. Nature of the enterprise: limited liability company (investment or holding by natural persons)

6. Registered capital: RMB 30 million

7. Date of establishment: June 11, 2021

8. Business scope: general project: intelligent water system development; wearable intelligent equipment sales; high-performance fiber and composite materials manufacturing; high-performance fiber and composite materials sales; new material technology research and development; power electronic components manufacturing; technical services, technology development, technical consultation, technical exchanges, technology transfer, technology promotion. (Except for projects that must be approved according to law, business activities are carried out independently according to law with a business license) Licensed projects: import and export of goods. (Projects that require approval in accordance with the law can only carry out business activities after approval by the relevant departments, and the specific business projects shall be subject to the approval documents or permits of the relevant departments)

9. Main financial indicators

Founded in June 2021, as of September 30, 2021, Matrix Partners intelligent has total assets of 12.7305 million yuan, total liabilities of 463,500 yuan, and owner's equity of 12.267 million yuan; from January to August 2021, Matrix Partners has not yet been put into production, has no operating income, and achieved operating profit of -15,700 yuan, total profit of -15,700 yuan, and net profit of -15,700 yuan (Note: The relevant data is unaudited).

10. The shareholding structure before the completion of the transaction is as follows:

11. Jingwei Intelligent is not a judgment defaulter.

Fourth, follow the investment plan

1. Follow the target range

A total of 16 people are involved in the investment target, including: members of the Team of Taihe New Materials (excluding municipal management cadres), Jingwei Intelligent Management Team and important management personnel, other personnel of Taihe New Materials participating in the research and decision-making of Jingwei Intelligent Project, full-time and part-time work in Jingwei Intelligent, or other core backbones who coordinate for the development of Jingwei Intelligent.

2. Commitment to service period

In principle, employees participating in the co-investment plan shall undertake to continue to serve the company for not less than 5 years (hereinafter referred to as the "commitment service period", counting from the date of the employee's participation in the co-investment plan), and pledge the rights and interests of Matrix Partners to the company as a performance guarantee. If an employee violates his commitment and leaves his job early, the rights and interests of Matrix Partners that he enjoys are no longer retained, and the rights and interests held by the company are transferred to the entity designated by the company in accordance with the pre-agreed conditions.

3. Source of equity

Li Yingdong, a shareholder of Matrix Partners, transferred the capital contribution of RMB1.86 million (accounting for 6.20% of the registered capital of Matrix Partners) held by Matrix Partners to the co-investment object, and the proportion of transferees of a single transferee did not exceed 1% of the registered capital of Matrix Partners. After performing the decision-making procedure, the chairman of the board of directors of the company is authorized to negotiate with the co-investment target to determine the final number of co-investment subjects on the premise of meeting the requirements of the above principles.

4. Pricing policy and pricing basis for follow-up investment

This transaction follows the principle of "the same price of the same shares, the same shares and the same rights", and the co-investment target shall pay the subscribed registered capital to the target company in a timely manner after receiving the subscribed capital contribution.

5. Purpose of the transaction and impact on listed companies

Founded in June 2021, Jingwei Intelligent is a newly established mixed ownership enterprise for Taihe New Material, which is widely used in automotive interiors, smart clothing, information electronics, smart home, medical and health care and other fields, with relatively good development prospects; at the same time, since there are no successful cases of intelligent fiber industrialization in the world, there is great uncertainty in production technology, marketing promotion and profitability. Through the project decision-makers, project management teams and important management personnel and other core backbone investment, not only can the company enter new areas, do more new additions, and achieve new development, but also can achieve the deep binding of the company's interests and core backbones to reduce the company's risks. The related party transaction will not have a significant impact on the company's financial situation and operating results for the current period, will not harm the interests of all shareholders of the listed company, especially the minority shareholders, and is in line with the overall interests of the company and all shareholders.

6. The total amount of various related party transactions that have occurred with the above-mentioned related parties from the beginning of this year to the disclosure date

From the beginning of this year to the date of this disclosure, the total amount of related party transactions between the Company and the above-mentioned related parties is RMB1.35 million (including the related party transactions).

7. Prior approval and independent opinion of independent directors

1. Prior approval by independent directors

We reviewed the "Proposal on the Implementation of Project Follow-up Investment Related Matters" and related materials in advance, the company established an innovative business follow-up investment system, and Yantai Jingwei Intelligent Technology Co., Ltd. as a pilot implementation, the related party transaction is conducive to the development of the company, in line with the laws, regulations and the "Articles of Association" and other relevant rules and systems, there is no harm to the interests of the company and minority shareholders, agreed to submit the proposal to the company's board of directors for consideration.

2. Independent opinion of independent directors

The company establishes an innovative business investment system, and senior managers and core backbones participate in the follow-up investment of Yantai Jingwei Intelligent Technology Co., Ltd., which is conducive to cultivating the company's value creation ability, enhancing the sense of responsibility, mission and belonging of the company's management team, management team and core employees, realizing a high degree of binding of the interests of the company and the core backbone, in line with the company's development strategy and shareholders' interests, and there is no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders. When considering the relevant proposal, the affiliated directors recused themselves from voting, and the decision-making procedure complied with the relevant laws, regulations and the Articles of Association of the Company, and we agreed with the content of the proposal.

8. Documents for reference

1. Resolution of the 12th meeting of the 10th Board of Directors;

2. Administrative Measures for Innovative Business Follow-up Investment;

3. Prior approval opinion of independent directors and independent opinion of independent directors;

Stock code: 002254 Stock abbreviation: Taihe New Material Announcement number: 2021-057

Announcement on the Convening of the Second Extraordinary General Meeting of Shareholders in 2021

By the resolution of the twelfth meeting of the 10th Board of Directors, Yantai Taihe New Materials Co., Ltd. (hereinafter referred to as the "Company") has decided to convene the second Extraordinary General Meeting of Shareholders in 2021, and the relevant information is hereby announced as follows:

1. The basic situation of convening a meeting

1. Session of the General Meeting of Shareholders: The second Extraordinary General Meeting of Shareholders in 2021

2. Convener of the meeting: The board of directors of Yantai Taihe New Materials Co., Ltd

3. Date and time of the meeting:

(1) The on-site meeting will be held at 14:00 on November 12, 2021 (Friday).

(2) Online voting time:

The specific time of online voting through the trading system of Shenzhen Stock Exchange: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on November 12, 2021;

The specific time for online voting through the Internet voting system (http://wltp.cninfo.com.cn): 9:15-15:00 on November 12, 2021.

4. The way the meeting is held: the combination of on-site voting and online voting.

(1) On-site voting: Shareholders themselves attend the on-site meeting or entrust others to attend the on-site meeting through a power of attorney.

(2) Online voting: The company will provide the company's shareholders with a voting platform in the form of a network through the Shenzhen Stock Exchange trading system and the Internet voting system, and the shareholders can exercise their voting rights through the above system during the online voting time.

The same voting right can only choose one of the on-site voting, the Shenzhen Stock Exchange trading system voting or the Internet system voting, and cannot be voted repeatedly. If the same voting right is repeatedly voted through the site, trading system or the Internet, the first vote shall prevail.

5. Participants:

(1) The record date of the shareholders' meeting is November 8, 2021 (Monday), and as of November 8, 2021 at 15:00 p.m. in China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, all ordinary shareholders of the company (including preferred shareholders with restored voting rights) are entitled to attend the shareholders' meeting and participate in voting; shareholders who cannot attend the on-site meeting in person may authorize a proxy to attend the meeting and participate in voting in writing (the shareholder agent does not have to be a shareholder of the company), Or participate in online voting during online voting hours. Power of Attorney attached.

(2) Directors, supervisors and senior management of the company.

(3) Witness lawyers hired by the company and other guests invited by the company.

6. The location of the on-site meeting: No. 10 Heilongjiang Road, Yantai Economic and Technological Development Zone, the company's conference room.

2. Matters to be considered at the Meeting

(1) A proposal on the company's compliance with the conditions for a non-public offering of shares

(2) Proposal on the company's non-public issuance of shares

1. The type and par value of the shares to be issued

2. Issuance method and release time

3. Issuance target and subscription method

4. Pricing base date, issue price and pricing principles

5. Number of issues

6. The amount and purpose of the funds raised

7. Restriction period

8. Listing location

9. Arrangement for the company to roll over undistributed profits before the offering

10. Validity period of the issuance resolution

(3) Proposal on the company's 2021 non-public issuance of A-share shares

(4) Proposal on the feasibility analysis report on the use of funds raised by the company's non-public issuance of A-share shares in 2021

(5) Proposal on the report on the use of funds raised by the company in the previous period

(6) Proposal on the dilution of the immediate return of the company's non-public offering of shares and the adoption of filling measures and commitments of relevant entities

(VII) Proposal on requesting the General Meeting of Shareholders of the Company to authorize the Board of Directors to handle matters related to the non-public issuance of shares with full authority

(8) Proposal on the signing of the "Conditionally Effective Share Subscription Agreement" between the Company and Yantai Guofeng Investment Holding Group Co., Ltd

(IX) Proposal on the Company's non-public offering of shares involving related party transactions

(10) Proposal on the Request to the General Meeting of Shareholders to Approve the Exemption of controlling Shareholders from Making An Offer

(11) Proposal on the Company's "Shareholder Return Plan for the Next Three Years (2021-2023)"

The above proposals have been deliberated and passed by the 12th meeting of the 10th Board of Directors of the Company, and the announcement of the resolutions of the Board of Directors can be found in China Securities News, Shanghai Securities News, Securities Times, Securities Daily and Juchao Information Network on October 23, 2021.

All of the above proposals shall be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting. Among them, the proposals (2), (3), (8) to (10) are related party transactions, the affiliated shareholders will recuse themselves from voting, and the company will count and disclose the votes of small and medium-sized investors separately.

3. Proposal coding

Table 1: Sample table of proposal codes for this shareholders' meeting:

4. Registration method for participating in on-site meetings

(1) Shareholders who wish to participate in the on-site shareholders' meeting should register by telephone, fax or letter before 16:00 on November 10, 2021, or directly at the company.

(2) If an individual shareholder attends the meeting in person, he shall present his/her valid identity document and the original Shenzhen stock account card; if the individual shareholder entrusts others to attend the meeting, the agent shall present his or her valid identity document, the principal's valid identity document, the original principal's stock account card, and the original shareholder's power of attorney.

Where the legal representative of a legal person shareholder attends the meeting, he shall present a copy of the business license of the legal person shareholder (with the official seal), the original Shenzhen stock account card, his valid identity document, and a valid certificate that can prove that he has the qualification of legal representative; if the agent is entrusted to attend the meeting, the agent shall present a copy of the legal person shareholder's business license (with the official seal), the original Shenzhen stock account card, his valid identity document, and the written power of attorney issued by the legal representative of the legal person shareholder unit in accordance with law.

Where the power of attorney for proxy voting is signed by another person authorized by the principal, the power of attorney or other authorization document authorized to be signed shall be notarized.

Shareholders or proxies attending the meeting are requested to be present before 13:30 on November 12, 2021 to complete the necessary registration procedures.

V. Specific operation procedures for participating in online voting:

The shareholders' meeting adopts a combination of on-site voting and online voting. The company will provide all shareholders with a voting platform in the form of an internet through the Shenzhen Stock Exchange trading system and the Internet voting system (http://wltp.cninfo.com.cn), and shareholders can exercise their voting rights through the above system during the online voting time. The specific process of participating in the online voting is shown in "Annex I".

6. Matters needing attention to voting

1. If the same share is repeatedly voted through the site, trading system and the Internet, the first vote shall prevail; if the online voting system is repeated, the first valid vote shall prevail.

2. The vote on the same voting matter can only be declared once and cannot be withdrawn; the declaration that does not meet the above provisions is invalid, and the shenzhen stock exchange trading system automatically withdraws the order.

3. If a shareholder only votes on one or more of the proposals, the shareholder shall be deemed to have attended the shareholders' meeting and shall be included in the calculation of the total number of shareholders present at the shareholders' meeting when counting the votes; for other proposals on which the shareholder has not expressed an opinion, it shall be regarded as abstention.

4. If you need to inquire about the voting results, please log in to the Shenzhen Stock Exchange Internet Voting System (http://wltp.cninfo.com.cn) after 18:00 on the day of voting, click the voting query function, you can view the personal network voting results, or inquire through the business department of the securities company entrusted by voting.

VII. Other matters:

1. The meeting period of this shareholders' meeting is half a day, and the participants attend the meeting are responsible for their own food, accommodation and transportation expenses.

2. Company address: No. 10 Heilongjiang Road, Yantai Economic and Technological Development Zone, Zip code: 264006, Tel: [phone]; Fax: [phone]; Contact: Dong Xuhai, Liu Jianning.

VIII. Documents for Reference:

1. Resolution of the twelfth meeting of the 10th Board of Directors.

2. Other documents required by the Shenzhen Stock Exchange.

Annex I:

The specific operation process of participating in online voting

1. Procedures for online voting

1. Voting code: 362254

2. Voting abbreviation: Taihe Voting.

3. Fill in the number of voting opinions or election votes.

For non-cumulative voting proposals, fill in the form of voting opinions: agree, oppose, abstain.

4. Shareholders voting on the general proposal shall be deemed to have expressed the same opinion on all other proposals except the cumulative voting proposal.

In the event of repeated voting by shareholders on the general proposal and the specific proposal, the first valid vote shall prevail. If the shareholders first vote on the specific proposal and then vote on the general proposal, the voting opinions of the specific proposals that have been voted on shall prevail, and the voting opinions of the general proposals shall prevail for other uncontested proposals; if the general proposal is voted on first, and then the voting opinions of the specific proposal shall prevail.

5. The voting declaration that does not meet the above provisions is invalid and shall be deemed not to have participated in the voting.

2. Procedures for voting through the trading system of the Shenzhen Stock Exchange

2. Shareholders can log in to the trading client of the securities company to vote through the trading system, and if the trading procedure has a special "network voting" menu, please follow the menu prompts; if there is no special "network voting" menu, the operation procedure is as follows:

(1) When voting, the direction of buying and selling should select "Buy".

(2) Fill in the serial number of the proposal of the shareholders' general meeting under the "entrustment price". $100 represents the general bill, $1.00 represents bill 1, $2.00 represents motion 2, and so on. Each proposal shall be declared separately at the corresponding entrustment price.

The resolutions to be voted on at this shareholders' meeting and the corresponding declared prices are as follows:

(3) Fill in the voting opinions under "Number of delegates", and 1 representative agrees, 2 shares oppose, and 3 shares abstain.

The relationship between voting opinions and the "number of delegates"

(4) In the case of multiple proposals considered by the general meeting of shareholders, if the shareholders express the same opinion on all the proposals (including the sub-proposals of the proposals), they may vote only on the "general proposals".

Three. Voting procedures through the Internet voting system

1. The voting time of the Internet voting system will start voting on November 12, 2021, 9:15-15:00.

2. For shareholders to vote online through the Internet voting system, they need to apply for identity authentication in accordance with the provisions of the "Shenzhen Stock Exchange Investor Network Service Identity Authentication Business Guidelines (Revised in 2016)" and obtain the "Shenzhen Stock Exchange Digital Certificate" or "Shenzhen Stock Exchange Investor Service Password". The specific identity authentication process can be accessed in the Http://wltp.cninfo.com.cn Rules guidelines section of the Internet voting system.

3. Shareholders can log in to the http://wltp.cninfo.com.cn vote through the Internet voting system of the Shenzhen Stock Exchange within the specified time according to the service password or digital certificate obtained.

Annex II:

Letter of Delegation of Attorney

Yantai Taihe New Materials Co., Ltd.:

I/I/the agency (principal) are now shareholders of Yantai Taihe New Materials Co., Ltd. (hereinafter referred to as "Taihe New Material"), and hereby entrust Mr. / Ms. /Ms. (ID number) to attend the second extraordinary general meeting of shareholders of Taihe New Material in 2021 on my behalf/ the institution, exercise the right to vote on all the proposals submitted for consideration at the meeting, and sign the relevant documents required to be signed at the general meeting of shareholders.

This Power of Attorney shall be valid from the date of signature of this Power of Attorney until the end of the General Meeting of Shareholders.

The delegate's voting instructions on the trustee are as follows:

Note: If you agree with the relevant bill, under the "Agree" column on the right side of the bill, under the "√", if you object, "√" under the "oppose" column, and "√" under the "Abstention" column if you abstain. Multiple or missed elections on one issue are considered abstentions (without prejudice to the validity of voting on other issues).

If the shareholder does not give specific instructions, whether the shareholder's proxies can vote as they wish:

1, yes □ 2, no □

The name or name of the unit of the principal (signed by the shareholder or legal representative and stamped by the legal person):

Valid ID Number:

Shenzhen Stock Account Card Number: Number of Shares Held:

Commission Date: Month D,2021

Stock code: 002254 Stock abbreviation: Taihe New Materials Announcement number: 2021-047

Third Quarterly Report 2021

The Company and all members of the Board of Directors warrant that the information disclosed is true, accurate and complete and that there are no misrepresentations, misleading statements or material omissions.

Important Content Tips:

1. The board of directors, the board of supervisors and the directors, supervisors and senior management ensure that the quarterly report is true, accurate and complete, that there are no false records, misleading statements or material omissions, and bear individual and joint legal liabilities.

2. The person in charge of the company, the person in charge of accounting work and the person in charge of the accounting institution (accounting supervisor) declare: to ensure that the financial information in the quarterly report is true, accurate and complete.

3. Whether the third quarter report is audited

□ Yes √ No

First, the main financial data

(1) Main accounting data and financial indicators

Whether the company is required to retroactively adjust or restate previous year's accounting data

(2) Non-recurring profit and loss items and amounts

√ Applicable □ Not applicable

Unit: Yuan (down to C28 version)