Safe Harbor Declaration





The comments made throughout this Annual Report should be read in conjunction
with our Financial Statements and the Notes thereto, and other financial
information appearing elsewhere in this document. In addition to historical
information, the following discussion and other parts of this document contain
certain forward-looking information. When used in this discussion, the words,
"believes," "anticipates," "expects" and similar expressions are intended to
identify forward-looking statements. Such statements are subject to certain
risks and uncertainties, which could cause actual results to differ materially
from projected results, due to a number of factors beyond our control. We do not
undertake to publicly update or revise any of our forward-looking statements,
even if experience or future changes show that the indicated results or events
will not be realized. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. Readers are
also urged to carefully review and consider our discussions regarding the
various factors that affect our business, which are described in this section
and elsewhere in this report.


Management's Discussion and Analysis of Financial Condition and Results of Operations.





Overview



The Company currently produces boric acid in the Peoples Republic of China (PRC)
and plans to expand its manufacturing facilities through a JV to produce up to
30,000 tonnes of lithium carbonate annually for the electric vehicle battery
market in China, subject to funding. We formerly sold plate heat exchangers and
heat pumps and sold those operations on September 30, 2019.



On December 31, 2018 (the "Closing Date"), we entered into a Share Exchange
Agreement and Plan of Reorganization, as amended January 24, 2019 (the "Share
Exchange Agreement") with Mid-Heaven Sincerity International Resources
Investment Co., Ltd (Mid-heaven BVI) and its shareholders Mao Zhang, Jian Zhang,
and Ying Zhao, constituting all of the shareholders of Mid-heaven BVI (the
"Mid-heaven Shareholders"). Pursuant to the terms of the Share Exchange
Agreement, the shareholders of Mid-heaven BVI delivered all of the issued and
outstanding shares of capital stock of Mid-Heaven BVI to SmartHeat, for
106,001,971 shares of our Common Stock. Mid-heaven BVI, through two
subsidiaries, Qinghai Mid-Heaven Sincerity Technology Co., Ltd ("Sincerity") and
Qinghai Mid-Heaven Sincerity Salt-Lake R&D Co., Ltd ("Salt-Lake") owns 100% of
Qing Hai Mid-Heaven Boron & Lithium Technology Company, Ltd. ("Qinghai
Technology").



The Acquisition was structured as a tax-free reorganization. As a result of the
share exchange agreement, Mid-heaven BVI's shareholders own approximately 57% of
the combined company. For accounting purposes, the transaction was accounted for
as a reverse acquisition of the Company by Mid-heaven BVI.



The main operating entity, Qinghai Technology was incorporated on December 18,
2018. The business of Qinghai Technology was carved out of the business of
Qinghai Zhongtian Boron & Lithium Mining Co., Ltd ("Qinghai Mining") on December
20, 2018. Qinghai Mining was founded March 6, 2001, and is engaged in
manufacture and wholesale of boric acid and related compounds for industrial and
consumer usage. Qinghai Technology obtains its raw material minerals exclusively
from Qinghai Mining and currently processes boric acid by crushing and
processing ore.



On September 30, 2019, Heat HP, Inc. and Heat PHE, Inc, our wholly owned
subsidiaries, sold their respective equity interests in Jinhui, SmartHeat
Investment, SmartHeat Trading, SmartHeat Pump and Heat Exchange for $353. The
equity interests were sold to individuals and businesses in the PRC. Each
subsidiary was sold for nominal cash consideration as below and, as the
transactions were structured as purchases of equity interests, the subsidiary
companies retained all liabilities when sold.



SmartHeat Jinhui (Beijing) Energy Technology Ltd - 100 RMB

SmartHeat (China) Investment Ltd - 400 RMB

SmartHeat (Shanghai) Trading Co., Ltd - 400 RMB

SmartHeat (Shenyang) Heat Pump Technology Co., Ltd - 400 RMB

SanDeKe Co., Ltd - 600 RMB

SmartHeat Heat Exchange Equipment Co - 600 RMB

On October 23, 2019, we filed a certificate of amendment to its certificate of incorporation to change its name from "SmartHeat, Inc." to "Lithium & Boron Technology, Inc." to better reflect the operations of the Company.


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In December 2019, a novel strain of coronavirus (COVID-19) was reported and the
World Health Organization declared the outbreak to constitute a "Public Health
Emergency of International Concern." This contagious disease outbreak, which
continues to spread to additional countries, and disrupts supply chains and
affecting production and sales across a range of industries as a result of
quarantines, facility closures, and travel and logistics restrictions in
connection with the outbreak. The COVID-19 outbreak impacted the Company's
operations for the first quarter of 2020.  The Company had less production in
the first quarter of 2020; the Company's factory was reopened one month later
than originally planned, and it did not resume the production one week after the
factory reopened due to the shortage of master liquid pool resulting from the
longer period of shutdown of the machine.  The cost of our coal increased during
the first quarter of 2020 due to the overall lockdown in China. The Company's
sales also decreased for the first quarter of 2020 due to logistics restrictions
put into place to curb travel. To facilitate sales, the Company reduced its
selling price by RMB 50 ($7) per tonne to certain customers.  The number of
transportation vehicles has increased to meet the market's shipping needs since
April 2020.  In addition, the Company was able to procure sulfuric acid, a major
raw material, from a local supplier at lower prices than usual due to excess
supply in the market.  The Company's production and sales has gradually
increasing since April 2020.  Since April 2020, there were some new COVID-19
cases discovered in a few provinces of China. As of today we do not believe that
the number of new cases are significant to our operations due to PRC
government's strict control, except with respect to the increase in the average
cost of sales as disclosed in Results of Operations - Cost of Sales below.



On March 27, 2020 (PRC time), Qinghai Technology entered into an Investment
Cooperation Agreement, Memorandum of Cooperation and Licensing Agreement with
Xi'an Jinzang Membrane Environmental Protection Technology Co., Ltd. (Xi'an
Jinzang) to produce up to 30,000 tonnes of battery grade lithium carbonate
annually, subject to funding. On April 15, 2020, the parties formed a JV company
Qinghai Zhonglixinmo Technology Co., Ltd (Qinghai Zhongli or JV) to process
brine supplied by Qinghai Technology. Qinghai Technology owns 51% of the JV and
Xi' Jinzang owns the remaining 49%. The JV cooperation agreement calls for a
capital contribution of RMB 140 million ($19,746,000), which shall be paid in
three phases according to the project construction progress: RMB 36 million
($5,077,000) to be paid within 10 days from the date of registration and
establishment of the JV, RMB 72 million ($10,155,000) to be paid before July 31,
2020, and RMB 32 million ($4,513,000) to be paid before October 31,2020. The
JV's shareholders are required to contribute capital in accordance with their
respective shareholding ratio. The capital contribution amount and timing of
making the capital contribution can be adjusted upon both parties' mutual
consent. Each party made an initial capital contribution of RMB 5 million ($0.71
million) in April 2020. As of the date of this report, the parties have not made
all capital contributions on the dates due, pending financing by the Company, as
the capital contribution amount and timing of making the capital contribution
can be adjusted anytime upon both parties' mutual consent. The Company will
provide the JV with lithium bearing brine resources at no charge. During the
construction and operation of the project, all parties agree to actively raise
construction funds by means of bank loans, self-owned funds, etc. if the funds
are not raised in time, the term of paid in capital can be extended accordingly
upon consensus of all parties.



Related Party Transactions



Due from related parties



Qinghai Technology purchases raw material boron rock from Qinghai Mining (owned
by three major shareholders of the Company); in addition, Qinghai Technology
received no-interest short-term advances from Qinghai Mining from time to time
for daily operational needs. As of December 31, 2020 and 2019, due from Qinghai
Mining was $3.11 million and $0.55 million, respectively (the net amount of
intercompany transactions between Qinghai Technology and Qinghai Mining).
Qinghai Technology purchased boron ore at a cost of $1.52 million and $1.42
million from Qinghai Mining during the years ended December 31, 2020 and 2019,
respectively.



On July 1, 2019, Qinghai Technology and Qinghai Mining entered a boron ore
purchase contract for a term of one year. Qinghai Mining is to supply Qinghai
Technology boron ore based on Qinghai Technology's monthly production plan at a
price of RMB 62 ($9.10) per tonne. The price is adjustable in the future if
there is a significant fluctuation of the market price for the boron ore. In the
fourth quarter of 2019, this price was adjusted to RMB 70.46 ($10.21) per tonne.
In the first quarter of 2020, Qinghai Technology and Qinghai Mining entered a
new purchase contract, the price for boron ore was adjusted to RMB 77.5 ($11.10)
per tonne, and the price for slag was RMB 30 ($4.41) per tonne. The new purchase
contract will be in effect until a replacement contact with new purchase price
is entered.



In September 2020, Qinghai Technology sold the Test and Experimental Plant I to
Qinghai Mining at cost of RMB 11.41 million ($1.75 million) (see Note 7). The
payment term is five years with annual interest of 4.75%.  The first payment of
$337,170 is due September 30, 2021. Qinghai Mining guarantees payment with its
accounts receivable , and has the right to repay the purchase price in full any
time before the maturity date.



During the fourth quarter 2020, the Company made a short-term cash advance of
RMB 500,000 ($76,630) to Xi'an Jinzang with no interest and payable upon demand.
Xi'an Jinzang repaid the amount in full in January 2021.



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Due to related parties



Qinghai Technology uses equipment that belongs to Qinghai Province Dachaidan
Zhongtian Resources Development Co., Ltd ("Zhongtian Resources" which is owned
by our Chairman and his brother who are two major shareholders of the Company)
for production. The depreciation of these fixed assets had an impact on the
production costs of boric acid of the Company and was included in the Company's
cost of sales. The depreciation of these fixed assets for the years ended
December 31, 2020 and 2019 was $26,785 and $34,650, respectively. Due to
Zhongtian Resources resulting from using its equipment and payment of worker's
compensation made by Zhongtian Resource for Qinghai Technology was $79,309 and
$49,125 at December 31, 2020 and 2019, respectively.



Qinghai Technology sold boric acid to Qinghai Dingjia Zhixin Trading Co., Ltd
("Dingjia") which is 90% owned by the son of the Company's major shareholder and
Chairman. For the years ended December 31, 2020 and 2019, the Company's sales to
Dingjia was $141,411 and $149,142, respectively. At December 31, 2020 and 2019,
outstanding payable to Dingjia was $20,762 and $56,144, respectively.



In addition, at December 31, 2020 and 2019, the Company had $1,014,591 and $573,263 due to another major shareholder and Chief Executive Officer of the Company, resulting from certain of the Company's operating expenses such as legal and audit fees that were paid by him on behalf of the Company. This short-term advance bore no interest, and payable upon demand.

The following table summarized the due from (to) related parties as of December 31, 2020 and 2019, respectively:





                                                              2020            2019
                     Related party name
                     Qinghai Mining including $1.75
Due from             million sale of CIP                   $ 3,457,488     $ 1,173,881
Due to               Qinghai Mining                           (350,438 )      (619,354 )
Due from Xi'an Jinzang (NCI of the JV)                          76,630      

-


Due from, net (current and noncurrent)                     $ 3,183,680     $   554,527

Due to               Dingjia                               $    20,762     $    56,144
Due to               Zhongtian Resources                        79,309          49,125
Due to               A major shareholder                     1,014,591         573,264
Due to, total                                              $ 1,114,662     $   678,533




Going Concern


The accompanying consolidated financial statements ("CFS") were prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.





As reflected in the accompanying CFS, the Company had loss from continuing
operations of $244,300 and $184,110 for the years ended December 31, 2020 and
2019, respectively, which raise substantial doubt about the Company's ability to
continue as a going concern.



In addition to current boric acid production business, the Company plans to
produce lithium carbonate for the electric vehicle batteries through a recently
established JV from brine that is provided by Qinghai Technology for free. The
Company will absorb the cost for removing the brine from the Salt Lake which
will be transferred to the JV without charge.. Management also intends to raise
additional funds by way of a private or public offering, or by obtaining loans
from banks or others. While the Company believes in the viability of its
strategy to generate sufficient revenue and in its ability to raise additional
funds on reasonable terms and conditions, there can be no assurances to that
effect.  The ability of the Company to continue as a going concern is dependent
upon the Company's ability to further implement its business plan and generate
sufficient revenue and its ability to raise additional funds by way of a public
or private offering. The CFS do not include any adjustments related to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary if the Company is unable
to continue as a going concern.



Significant Accounting Policies





While our significant accounting policies are more fully described in Note 2 to
our CFS, we believe the following accounting policies are the most critical to
aid you in fully understanding and evaluating this management discussion and
analysis.



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Basis of Presentation


Our CFS are prepared in accordance with accounting principles generally accepted in the United States of America, or US GAAP.





Principles of Consolidation



For the year ended December 31, 2020, the accompanying CFS include the accounts
of the Company's US parent, and Mid-heaven BVI and its subsidiaries, Sincerity,
Salt-Lake, Qinghai Technology and Qinghai Zhongli, which are collectively
referred to as the "Company." For the year ended December 31, 2019, the
accompanying CFS include the accounts of the Company's US parent, and its
subsidiaries Heat HP and Heat PHE, and their subsidiaries SanDeKe, Jinhui,
SmartHeat Investment, SmartHeat Trading, SmartHeat Pump, and Heat Exchange, and
Mid-heaven BVI and its subsidiaries, Sincerity, Salt-Lake and Qinghai
Technology, which are collectively referred to as the "Company." All significant
intercompany accounts and transactions were eliminated in consolidation.



Use of Estimates



In preparing the financial statements in conformity with US GAAP, management
makes estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the dates of
the financial statements, as well as the reported amounts of revenues and
expenses during the reporting period. Significant estimates, required by
management, include the recoverability of long-lived assets, allowance for
doubtful accounts, and the reserve for obsolete and slow-moving inventories.
Actual results could differ from those estimates.



Accounts Receivable



We maintain reserves for potential credit losses on accounts receivable.
Management reviews the composition of accounts receivable and analyzes
historical bad debts, customer concentrations, customer credit worthiness,
current economic trends and changes in customer payment patterns to evaluate the
adequacy of these reserves. Based on historical collection activity, we had bad
debt allowance for accounts receivable of $19,770 and $0 at December 31, 2020
and 2019.



Revenue Recognition



The Company recognizes revenues when its customer obtains control of promised
goods or services, in an amount that reflects the consideration which it expects
to receive in exchange for those goods. The Company recognizes revenues
following the five step model prescribed under ASU No. 2014-09: (i) identify
contract(s) with a customer; (ii) identify the performance obligations in the
contract; (iii) determine the transaction price; (iv) allocate the transaction
price to the performance obligations in the contract; and (v) recognize revenues
when (or as) we satisfy the performance obligation.



Revenues from product sales are recognized when the customer obtains control of
the Company's product, which occurs at a point in time, typically upon receipts
of the goods by customer. Sales and purchases are recorded net of VAT collected
and paid as the Company acts as an agent for the government. VAT taxes are not
affected by the income tax holiday.



Deferred Income



Deferred income consists primarily of government grants and subsidies for
supporting the Company's technology innovation and transformation of boric acid,
lithium and magnesium sulfate projects. The Company uses most of the subsidies
to purchase machinery and equipment. Deferred income is amortized to revenue
(other income) over the life of the assets for which the grant and subsidy was
used for. Subsidies for declared project fund require government inspection to
ensure proper use of the funds for the designated project.



Foreign Currency Translation and Comprehensive Income (Loss)





The accounts of the US parent company are maintained in USD. The functional
currency of the Company's China subsidiaries is the Chinese Yuan Renminbi
("RMB"). The accounts of the China subsidiaries were translated into USD in
accordance with FASB ASC Topic 830, "Foreign Currency Matters." According to
FASB ASC Topic 830, all assets and liabilities were translated at the exchange
rate on the balance sheet date; stockholders' equity was translated at the
historical rates and statement of operations items were translated at
the average exchange rate for the period. The resulting translation adjustments
are reported under other comprehensive income in accordance with FASB ASC Topic
220, "Comprehensive Income."



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Noncontrolling Interests



The Company follows FASB ASC Topic 810, "Consolidation," governing the
accounting for and reporting of noncontrolling interests ("NCIs") in partially
owned consolidated subsidiaries and the loss of control of subsidiaries. Certain
provisions of this standard indicate, among other things, that non-controlling
interests (previously referred to as minority interests) be treated as a
separate component of equity, not as a liability, that increases and decreases
in the parent's ownership interest that leave control intact be treated as
equity transactions rather than as step acquisitions or dilution gains or
losses, and that losses of a partially-owned consolidated subsidiary be
allocated to non-controlling interests even when such allocation might result in
a deficit balance.



The net income (loss) attributed to non-controlling interests was separately
designated in the accompanying statements of operation and comprehensive income
(loss). Losses attributable to non-controlling interests in a subsidiary may
exceed an non-controlling interest's interests in the subsidiary's equity. The
excess attributable to non-controlling interests is attributed to those
interests. Non-controlling interests shall continue to be attributed their share
of losses even if that attribution results in a deficit non-controlling
interests balance.



On April 15, 2020, Qinghai Technology and Xi'an Jinzang formed a joint venture
company Qinghai Zhongli to process brine supplied by Qinghai Technology. Qinghai
Technology owns 51% of the JV and Xi'an Jinzang owns the remaining 49%. During
the year ended December 31, 2020, the Company had loss of $14,402 that were
attributable to the noncontrolling interest.



Recent Accounting Pronouncements





In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit
Losses (Topic 326), which requires entities to measure all expected credit
losses for financial assets held at the reporting date based on historical
experience, current conditions, and reasonable and supportable forecasts. This
replaces the existing incurred loss model and is applicable to the measurement
of credit losses on financial assets measured at amortized cost. This guidance
is effective for fiscal years, and interim periods within those fiscal years,
beginning after December 15, 2022. Early application will be permitted for all
entities for fiscal years, and interim periods within those fiscal years,
beginning after December 15, 2018. The Company is currently evaluating the
impact that the standard will have on its CFS.



In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for
Income Taxes, which simplifies the accounting for income taxes, eliminates
certain exceptions within FASB ASC 740, Income Taxes, and clarifies certain
aspects of the current guidance to promote consistent application among
reporting entities. The guidance is effective for fiscal years beginning after
December 15, 2020, and interim periods within those fiscal years, with early
adoption permitted. Upon adoption, the Company must apply certain aspects of
this standard retrospectively for all periods presented while other aspects are
applied on a modified retrospective basis through a cumulative-effect adjustment
to retained earnings as of the beginning of the fiscal year of adoption. The
Company is evaluating the impact this update will have on its CFS.



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Results of Operations


Year Ended December 31, 2020 Compared to Year Ended December 31, 2019





The following table sets forth the consolidated results of our operations for
the periods indicated as a percentage of net sales, certain columns may not add
due to rounding.



                                              2020         % of Sales          2019          % of Sales
Sales                                      $ 7,565,802                      $ 6,742,474
Cost of sales                                6,669,324            88.2 %      5,647,314             83.8 %
Gross profit                                   896,478            11.8 %      1,095,160             16.2 %
Selling expenses                               186,316             2.5 %        363,282              5.4 %
General and administrative expenses          1,094,269            14.4 %      1,192,066             17.7 %
Total operating expenses                     1,280,585            16.9 %      1,555,348             23.1 %
Loss from operations                          (384,107 )          (5.1 %)      (460,188 )           (6.8 %)
Other income                                   234,113             3.1 %        403,233              6.0 %
Loss before income taxes                      (149,994 )          (2.0 %)       (56,955 )           (0.8 %)
Income tax expense                              94,306             1.2 %        127,155              1.9 %
Loss from continuing operations               (244,300 )          (3.2 %)      (184,110 )           (2.7 %)
Gain on disposal of discontinued
operation, net of tax                                -               - %      5,666,187             84.0 %
Gain from operations of discontinued
entities, net of tax                                 -               - %      1,625,683             24.1 %
Income (loss) before noncontrolling
interest                                      (244,300 )          (3.2 %)     7,107,760            105.4 %
Less: loss attributable to
noncontrolling interest from continuing
operation                                      (14,402 )          (0.2 %)             -                - %
Net income (loss)                          $  (229,898 )          (3.0 %)   $ 7,107,760            105.4 %




Sales



Sales for the years ended December 31, 2020 and 2019 was $7,565,802 and
$6,742,474, respectively, an increase of $823,328 or 12.2%. For the years ended
December 31, 2020 and 2019, the Company's sales to Dingjia, a related party
company 90% owned by the son of the major shareholder and Chairman of the
Company, was $141,411 and $149,142, respectively. Due to the outbreak of
COVID-19 and related logistic restriction, our sales was decreased during the
first quarter of 2020; to facilitate sales, we reduced our selling price by RMB
50 ($7) per tonne to certain customers, and we developed new customers during
the second and third quarter of 2020, which mitigated the decreased sales from
the first quarter, and resulted an overall increased sales by 12.2% for the year
ended December 31, 2020 compared to the year ended December 31, 2019.



Cost of sales



Cost of sales for the years ended December 31, 2020 and 2019 was $6,669,324 and
$5,647,314, respectively, an increase of $1,022,010 or 18.1%. The increase was
mainly due to increased sales. The cost of sales as a percentage of sales was
88.2% for the year ended December 31, 2020 compared with 83.8% for 2019. The
increase in cost of sales as a percentage of sales was mainly due to increased
average cost of production. Due to COVID-19 outbreak, our factory was reopened
one month later than originally planned, and we did not resume the production
one week after the factory reopened due to the drought of master liquid pool
resulting from the longer period of shutdown of the machine, we spent additional
days and had extra acid and mineral consumption to cultivate the concentration
level of master liquid pool. In addition, from July to September 2020, we tested
to acquire boron rock from Tibet to produce boric acid to increase our
productivity. The Tibet boron rock has higher grade of the mineral deposit and
thus the high unit cost, which resulted the increased raw material cost of boric
acid production, we stopped acquiring Tibet boron rock in October due to its
higher cost.



Gross profit



Gross profit for the years ended December 31, 2020 and 2019 was $896,478 and
$1,095,160, respectively, a decrease of $198,682 or 18.1%. The profit margin was
11.8% for the year ended December 31, 2020 compared to 16.2% for the year ended
December 31, 2019, the decrease in profit margin was mainly due to increase
production cost as described above.



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Operating expenses



Selling expenses consist mainly of salespersons' salaries and freight out.
Selling expense were $186,316 for the year ended December 31, 2020, compared to
$363,282 for the year ended December 31, 2019, a decrease of $176,966 or 48.7%,
mainly resulting from 1) decreased freight out expense of $46,000, which was due
to the decrease of diesel price and reduction and exemption of road toll, and 2)
decreased salespersons' salaries of $131,550 resulting from restructure of our
sales department for improving its efficiency and cost-saving.



General and administrative expenses consist mainly of salary, R&D, office,
welfare, business meeting, maintenance, and utilities. General and
administrative expenses were $1,094,269 for the year ended December 31, 2020,
compared to $1,192,066 for the year ended December 31 2019, an decrease of
$97,797 or 8.2%, mainly resulting from decreased officers' salary by $120,000,
which was partly offset by increased financial advisory expense of $30,400.



Other income



Other income was $234,113 for the year ended December 31, 2020, compared to
$403,233 for the year ended December 31, 2019, a decrease of $169,120 or 41.9%.
For the year ended December 31, 2020, other income mainly consisted of subsidy
income of $192,992 and other income of $41,879. For the year ended December 31,
2019, other income mainly consisted of subsidy income of $410,672.



Government provides grants and subsidies to support the Company's technology
innovation and transformation of boric acid, lithium and magnesium sulfate
projects. The Company uses most of the subsidies to purchase machinery and
equipment, which is amortized to revenue (other income) over the life of the
assets for which the grant and subsidy was used for. Subsidies for declared
project fund require government inspection to ensure proper use of the funds for
the designated project.


Loss from continuing operations





Loss from continuing operations was $244,300 for the year ended December 31,
2020, compared to $184,110 for the year ended December 31, 2019. The $60,190 or
32.7% increase in loss from continuing operations was mainly due to decreased
gross profit by $198,682 and decreased total other income by $169,120, but was
partly offset by decreased operating expenses by $274,763 and decreased income
tax expense by $32,849.


Gain on disposal of discontinued entities





Gain from disposal of subsidiaries was $5,666,187 for the year ended December
31, 2019. On September 30, 2019, Heat HP, Inc. and Heat PHE, Inc, our wholly
owned subsidiaries, sold their respective equity interests in Sandeke Jinhui,
SmartHeat Investment, SmartHeat Trading, SmartHeat Pump and Heat Exchange for
$353.


Gain from operations of discontinued entities





Gain from operations of discontinued entities was $1,625,683 for the year ended
December 31, 2019, which was the operations from Sandeke, Jinhui, SmartHeat
Investment, SmartHeat Trading, SmartHeat Pump and Heat Exchange, the Company
sold these entities on September 30, 2019.



Net loss



We had a net loss of $229,898 for the year ended December 31, 2020, compared to
net income $7,107,760 for the year ended December 31, 2019, an increase of net
loss by $7,337,658 or 103.2%. The increase in our net loss mainly resulted from
the $5.6 million gain from the disposal of discontinued intities in 2019 as
described above.



Liquidity and Capital Resources

As of December 31, 2020, we had cash and equivalents of $972,066. Working capital was $1.21 million at December 31, 2020. The ratio of current assets to current liabilities was 1.36:1 at December 31, 2020.


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The following is a summary of cash provided by or used in each of the indicated types of activities during years ended December 31, 2020 and 2019:





                                 2020           2019
Cash provided by (used in):
Operating activities          $  846,714     $  344,170
Investing activities            (447,180 )     (149,928 )
Financing activities          $  358,158     $ (190,985 )




Net cash provided by operating activities was $846,714 for the year ended
December 31, 2020, compared to $344,170 for the year ended December 31, 2019.
The increase of cash inflow from operating activities for 2020 was principally
attributable to increased cash inflow from inventory by $847,468, which was
partly offset by decreased cash inflow from advances to suppliers by $279,225
and decreased cash inflow from other receivables by $66,891.



Net cash used in investing activities was $447,180 for the year ended December
31, 2020, compared to $149,928 for the year ended December 31, 2019. Net cash
used in investing activities in 2020 was mainly consist of purchase of property
and equipment of $312,999 and $134,181 payment for constructing the absorption
station for preliminarily extract lithium ion from brine for further
concentration and purification. Net cash used in investing activities in 2019
was mainly consist of cash disposed at disposal of subsidiaries.



Net cash provided by financing activities was $358,158 for the year ended
December 31, 2020, compared to net cash used in financing activities of $190,985
for the year ended December 31, 2019. The net cash provided by financing
activities in 2020 consisted of capital contribution from noncontrolling
interest of Qinghai Zhongli by $724,887, and increase in amount owing to other
related parties of $429,523, but partly offset by increase in due from Qinghai
Mining of $796,252. The net cash used in financing activities in 2019 consisted
of increase in due from Qinghai Mining of $560,777, but partly offset by
increased amount owing to other related parties of $369,792.



Dividend Distribution



We are a US holding company that conducts substantially all of our business
through our wholly owned and other consolidated operating entities in China. We
rely in part on dividends paid by our subsidiaries in China for our cash needs,
including the funds necessary to pay dividends and other cash distributions to
our shareholders, to service any debt we may incur and to pay our operating
expenses. The payment of dividends by entities organized in China is subject to
limitations. In particular, PRC regulations currently permit payment of
dividends only out of accumulated profits as determined in accordance with
accounting standards and regulations in China. Our PRC subsidiaries also are
required to set aside at least 10% of their after-tax profit based on PRC
accounting standards each year to a statutory surplus reserve fund until the
accumulative amount of such reserve reaches 50% of registered capital.
Appropriation to such reserve by the Company is based on profit arrived at under
PRC accounting standards for business enterprises for each year. The profit
arrived at must be set off against any accumulated losses sustained by the
Company in prior years, before allocation is made to the statutory reserve.
These reserves are not distributable as cash dividends. In addition, our PRC
subsidiaries, at their discretion, may allocate a portion of their after-tax
profit to their staff welfare and bonus fund, which may not be distributed to
equity owners except in the event of liquidation. Moreover, if any of our
subsidiaries incur debt on its own behalf in the future, the instruments
governing the debt may restrict such subsidiary's ability to pay dividends or
make other distributions to us. Any limitation on the ability of one of our
subsidiaries to distribute dividends and other distributions to us could
materially and adversely limit our ability to make investments or acquisitions
that could be beneficial to our businesses, pay dividends or otherwise fund and
conduct our business.


Off-Balance Sheet Arrangements





We have not entered into any other financial guarantees or other commitments to
guarantee the payment obligations of any third parties other than as described
following under "Contractual Obligations." We have not entered into any
derivative contracts that are indexed to our shares and classified as
stockholders' equity or that are not reflected in our consolidated financial
statements. Furthermore, we do not have any retained or contingent interest in
assets transferred to an unconsolidated entity that serves as credit, liquidity
or market risk support to such entity. We do not have any variable interest in
any unconsolidated entity that provides financing, liquidity, market risk or
credit support to us or engages in leasing, hedging or research and development
services with us.

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