Qing Hai Mid-Heaven Boron & Lithium Technology Company, Ltd. acquired SmartHeat Inc. (OTCPK:HEAT) in a reverse merger transaction on December 31, 2018. Under the terms of the transaction, Smartheat Inc., pursuant to a share exchange agreement dt. December 31, 2018, acquired Qing Hai Mid-Heaven Boron & Lithium Technology Company, Ltd. from Mao Zhang, Jian Zhang, and Ying Zhao whereby SmartHeat Inc. issued an aggregate of 186.6 million shares of its common stock. In connection with the transaction, Mao Zhang was issued 141.9 million shares, Jian Zhang was issued 39.02 million shares and Ying Zhao was issued 5.7 million shares representing 53.2%, 14.6% and 2.1% of the issued and outstanding stock, respectively. On December 31, 2018, Kenneth Scipta, resigned as President, Hunajun Ai resigned as Secretary and Yangkai Wang resigned as Principal Financial Officer of SmartHeat Inc. Qingtai Kong, Xin Li and Weiguo Wang resigned as Directors of SmartHeat Inc. and from their positions as members of the Audit, Compensation and Nominating committees. Mao Zhang was appointed as a Director and Chairman of the Board of Directors, Jimin Zhang was appointed Chief Executive Officer and Secretary and Xudong Wang was appointed Chief Financial Officer and Treasurer of SmartHeat Inc. until their respective successors have been duly elected or appointed. The transaction was subject to consent of third parties and governmental bodies, resignations of Kenneth Scipta, Hunajun Ai and Yingkai Wang from all positions they hold as officers and Weiguo, Wang, Xin Li, and Qingtai Kong from the Board of Directors of SmartHeat Inc., expansion of SmartHeat's Board of Directors to two members and the appointment of two new Directors nominated by Qing Hai Mid-Heaven Boron & Lithium Technology Company, Ltd., transaction shall qualify as a tax-free reorganization within the meaning of Sections 368 and 1032 of the Code and other customary conditions. As of December 31, 2018, the transaction was approved by the Board of Directors of SmartHeat Inc. and by the Board of Directors and shareholders of Qing Hai Mid-Heaven Boron & Lithium Technology Company, Ltd. Robert Newman of Newman & Morrison LLP acted as a legal advisor to SmartHeat Inc. Qing Hai Mid-Heaven Boron & Lithium Technology Company, Ltd. completed the acquisition of SmartHeat Inc. (OTCPK:HEAT) in a reverse merger transaction on December 31, 2018.