Securities code: 002340

Securities abbreviation: GEM

Announcement number: 2021-001

GEM Co., Ltd.
About the subsidiary company Jingmen GEM signed theIndonesian nickel resource project
Announcement of the Memorandum of Increase in
Shareholding
The company and all members of the board of directors guarantee that theinformation disclosed is true, accurate and complete, and that there are no false
records, misleading statements or major omissions.
Special Note:
The memorandum signed this time belongs to the framework, intention andpreliminary agreement of the parties' willingness to further cooperation and basic
principles. It is affected by factors such as the specific implementation progress andproject situation, and there are still uncertainties. Investors are advised to makedecisions with caution and pay attention to investment risks.
I. Overview
GEM Co., Ltd. (hereinafter referred to as "GEM", the "Company") held the 40th
meeting of the fourth board of directors on September 27, 2018, and the third
extraordinary general meeting of 2018 held on October 16, 2018 , reviewed andapproved the "About the company's subsidiary Jingmen GEM and XinzhanInternational, Guangdong Bangpu, Indonesia's IMIP Park, and Banhe Xingye to signthe "About the construction of Indonesian laterite nickel ore to produce battery-grade
nickel chemicals (nickel sulfate crystals) (50,000 tons) Nickel/Year) Project Joint
Venture Agreement> Proposal, agreeing that Jingmen GEM, a subsidiary of thecompany, and Xinzhan International (a subsidiary of Tsingshan Iron and Steel),
Guangdong Bangpu (CATL Holding Company), Indonesia IMIP Park, and BanheXingye signed the "About the Construction of Indonesia" Joint Venture Agreement forLaterite Nickel Ore Production of Battery Grade Nickel Chemicals (Nickel Sulfate
Crystals) (50,000 tons of Nickel/Year). For details, please refer to the information
disclosed by the company in the information disclosure media "China Securities
Journal", "Securities Times", "Shanghai Securities News", "Securities Daily" andhttp://www.cninfo.com.cn related announcements.
After the signing of the project, the partners set up PT. QMB NEW ENERGY
MATERIALS (hereinafter referred to as "QMB Company") in Indonesia to implement
the project.
In response to the shortage of nickel resources brought about by the developmentof global new energy, in order to expand the strategic control of nickel resources andbetter promote the development of nickel resources projects in Indonesia, with thesupport and understanding of various partners, the company's subsidiary Jingmen
GEM New Materials Co., Ltd. (hereinafter referred to as "Jingmen GEM") recently
cooperated with Ningbo Bangpu Times New Energy Co., Ltd. (hereinafter referred toas "Ningbo Bangpu Times"), Hong Kong Bangpu Recycling Technology Co., Ltd.
(hereinafter referred to as "Hong Kong Bangpu"), Yongqing Technology Co., Ltd.
(hereinafter referred to as "Yongqing Technology"), Xinzhan International Holdings
Co., Ltd. (hereinafter referred to as "Xinzhan International"), PT. Indonesia Morowali
Industrial Park (hereinafter referred to as "IMIP") signed the agreement on PT. The
memorandum of QMB NEW ENERGY MATERIALS (hereinafter referred to as "thismemorandum") agrees that Jingmen GEM and its affiliates, a subsidiary of thecompany, will directly and indirectly hold 72% of the shares of Qingmeibang.
According to the "Articles of Association" and other relevant regulations, thememorandum signed by the company this time does not need to be submitted to theboard of directors and the general meeting of shareholders for consideration andapproval. The signing of the memorandum does not constitute a related party
transaction, nor does it constitute a major asset reorganization as stipulated in the"Administrative Measures for Major Asset Restructuring of Listed Companies",
which does not require approval from relevant departments.
2. Introduction of partners(1) Ningbo Bangpu Times New Energy Co., Ltd.
Nationality: Chinese
Address: Room 128, Office Building, No. 29, Business Center, Meishan Avenue,

Beilun District, Ningbo City, Zhejiang Province
Legal representative: Li Changdong
Ningbo Bangpu Times New Energy Co., Ltd. was established on September 16,
2019, mainly engaged in new energy technology development, technical consultation,technical services, technology transfer and wholesale and retail of lithium battery
materials and precious metals.
Ningbo Bangpu Times New Energy Co., Ltd. has no associated relationship withthe company.
Upon inquiry, Ningbo Bangpu Times New Energy Co., Ltd. is not a dishonest
person subject to enforcement.
(2) Hong Kong Bangpu Recycling Technology Co., Ltd.
Nationality: Hong Kong, China
Address: Room 1804, Beverly Building, 93-107 Lockhart Road, Wanchai Road,
Hong Kong
Chairman: Li Changdong
Hong Kong Bangpu Recycling Technology Co., Ltd. is mainly engaged in metalmaterials, import and export trade and foreign investment.
Hong Kong Bangpu Recycling Technology Co., Ltd. has no associatedrelationship with the company.
Upon inquiry, Hong Kong Bangpu Recycling Technology Co., Ltd. is not adishonest person subject to execution.
(3) Yongqing Technology Co., Ltd.
Nationality: Chinese
Address: Room 1701, Building B, Qingshan Headquarters Building, No. 2666,Longxiang Road, Longwan District, Wenzhou City, Zhejiang Province
Legal representative: Jiang Sen
Yongqing Technology Co., Ltd. was established on January 24, 2018, mainly
engaged in the research and development, production, processing, sales and related
technical services of metal nickel materials and battery materials, as well as power
battery system equipment, wind photovoltaic energy storage power system equipment.
Research and development, production, processing, sales and after-sales service, etc.
Yongqing Technology Co., Ltd. has no associated relationship with the company.
Upon inquiry, Yongqing Technology Co., Ltd. is not a dishonest person subject toexecution.

(4) New Exhibition International Holdings LimitedNationality: Hong Kong, China
Address: Unit 2, 1st Floor, Guanhua Centre, 61 Mody Road, Tsim Sha Tsui,Kowloon, Hong Kong
Director: Xiang BingheXinzhan International Holdings Co., Ltd. is a subsidiary of Tsingshan Industrial.
Tsingshan Industry is an outstanding representative of Chinese national enterprises. It
has created a legend of technological innovation and industrial development in theentire industrial chain from low-grade laterite nickel ore to high-grade stainless steel
products. It has a number of nickel mines in Indonesia with rich reserves of 1 billion
tons of raw ore. Above, the nickel metal reserves are more than 12 million tons, andthe world's largest nickel-iron alloy smelting capacity has been built, which has animportant impact on the global nickel resource market and is an outstanding enterprisesince China implemented the "Belt and Road" initiative.
Xinzhan International Holdings Co., Ltd. is not affiliated with the company.
Upon inquiry, Xinzhan International Holdings Co., Ltd. is not a dishonest person
subject to enforcement.
PT. Indonesia Morowali Industrial Park
(5) PT. Indonesia Morowali Industrial Park (Indonesia Economic and TradeCooperation Zone Qingshan Park Development Co., Ltd.)
Nationality: Indonesian
Address: Gd. Wisma Mulia Lt. 41 Suite 4101 J. Jend. Gatot Subroto
No.42Kel.Kuningan Barat Kec.Mampang Prapatan Kota Adminstrasi
Jakarta Selatan 12710
Chairman: Wu Huadi
Indonesia Economic and Trade Cooperation Zone Qingshan Park Development
Co., Ltd. was established in Indonesia with the approval of the Shanghai Municipal
Department of Commerce by Shanghai Dingxin Investment (Group) Co., Ltd. $60.8
million. Indonesia IMIP Park, as the development owner of Qingshan Park,China-Indonesia Comprehensive Industrial Park, is mainly responsible for landpurchase and land development, road, wharf and park infrastructure construction, parkadministration, social management, park security and environmental protection andother functions.
Indonesia Economic and Trade Cooperation Zone Qingshan Park Development

Co., Ltd. has no relationship with the company.
After inquiries, Indonesia Economic and Trade Cooperation Zone Qingshan
Park Development Co., Ltd. is not a dishonest person subject to enforcement.
Hong Kong Bangpu, Xinzhan International, IMIP, Jingmen GEM and Banwa
Industrial Co., Ltd. (hereinafter referred to as "Banwa Industrial") are deemed to be"existing shareholders" in respect of the shares of PT. QMB New Energy Materials
held by them as of the date of this memorandum "; The above partners and Jingmen
GEM are collectively referred to as the "Parties".
3. The core content of the memorandum
In order to carry out nickel resource smelting and deep processing in Indonesia,
the existing shareholders jointly established Qingmeibang Company in Indonesia onJanuary 9, 2019. As of the date of the signing of this memorandum, Jingmen GEM
holds 36% of its shares, Hong Kong Bangpu holds 25% of its shares, XinzhanInternational holds 21% of its shares, IMIP holds 10% of its shares, and Banhe holds
10% of its shares. Xingye holds 8% of its shares. Now the parties intend to restructure
the equity of Qingmeibang Company according to the transaction arrangement agreed
in this memorandum, and based on the principle of equality and mutual benefit, theagreement is as follows:(1) Equity reorganization
All parties agree to reorganize the shareholding structure of Qingmeibang
Company (hereinafter referred to as "this reorganization") in accordance with thismemorandum to achieve the following objectives:(1) Hong Kong Bangpu holds 25% equity of Qingmeibang Company, and theequity structure of Hong Kong Bangpu is adjusted to Ningbo Bangpu Times throughits wholly-owned subsidiary Hong Kong Bangpu Times New Energy Co., Ltd.
(hereinafter referred to as "Hong Kong Bangpu Times"). ”) holds 40% of its equity,and Jingmen GEM indirectly holds 60% of its equity through its affiliated companies;(2) Xinzhan International holds 21% equity of Qingmeibang, and Jingmen GEM
holds 100% equity of Xinzhan International directly or indirectly, but Jingmen GEM
has the right to designate its affiliates to acquire 100% equity of Xinzhan International,and other parties have no priority to purchase rights and rights to sell;(3) Jingmen GEM still directly holds 36% equity of Qingmeibang Company;(4) IMIP still holds 10% equity of Qingmeibang;(5) Banwa Industrial still holds 8% equity of Qingmeibang.

After the reorganization, Jingmen GEM and its related parties directly andindirectly hold 72% of the shares of Qingmeibang, Ningbo Bangpu Times indirectly
holds 10% of the shares of Qingmeibang, IMIP holds 10% of the shares ofQingmeibang, and Banhe Xingye holds the shares of Qingmeibang 8% stake.
(2) Other matters
1. After the signing of this memorandum, Jingmen GEM, Hong Kong Bangpu,
Xinzhan International, IMIP and Banhe Xingye shall sign a separate agreement on theequity transfer, capital increase and Qingmeibang joint venture related to thisrestructuring.
2. If the agreement in this memorandum is inconsistent with the previousagreement or agreement on the joint venture project of Qingmeibang Company, thismemorandum shall prevail.
IV Fourth, the impact on the company
Under the general trend that the global new energy power ternary battery is
rapidly developing in the direction of high nickel and low cost, the signing of thismemorandum will help the company to expand the amount of nickel resources and its
strategic control ability, and help the company to seize the opportunity of nickel
resources , to provide strategic nickel resource guarantee for the company to build aglobally competitive high-nickel ternary precursor material manufacturing system, tomeet the market demand for low-cost and high-quality ternary materials for global
new energy development, and to promote the company's future in global ternarymaterials. The improvement of the competitive position in the market field has apositive effect on stabilizing and enhancing the profitability of the company's corebusiness of battery materials.
V. Risk WarningThis memorandum is a framework and intentional agreement on cooperation
willingness and basic principles. It is affected by factors such as the specificimplementation progress and project situation, and there are uncertainties. If the twoparties have signed a formal cooperation agreement, the company will strictly follow
the laws and regulations. Perform review procedures , and fulfill the obligation ofinformation disclosure in a timely manner. Investors are advised to make decisions
with caution and pay attention to investment risks.
6. Documents for reference
The "Memorandum of PT. QMB NEW ENERGY MATERIALS" signed by allparties.

Special announcement.

Board of Directors of GEM Co., Ltd.
January 4, 2021