SC 13D/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(RULE 13d-1 and Rule 13d-2)

(Amendment No. 1)*

NEWATER TECHNOLOGY, INC.

(Name of Issuer)

Common Share, $0.001 par value

(Title of Class of Securities)
G64335105

(CUSIP Number)

Yuebiao LI

Tigerwind Group Limited

Zhuo ZHANG

Xiangqian SUI

Forwater Holdings Limited

c/o Yantai Jinzheng Eco-Technology Co., Ltd.

1 Ruida Road, Laishan District, Yantai City

Shandong Province 264000

People’s Republic of China

+(86) 13953558666

With a copy to:

James Chang

DLA Piper

20^th Floor, South Tower, Beijing Kerry Center

1 Guanghua Road, Chaoyang District

Beijing 100020, People’s Republic of China

+(86) 10 8520 0600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 29, 2020

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G64335105

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Yuebiao Li
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS):   PF, OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION   People's Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 2,900,000
	8.	SHARED VOTING POWER   0
	9.	SOLE DISPOSITIVE POWER   2,900,000
	10.	SHARED DISPOSITIVE POWER   0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,900,000
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   26.829% *
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):   IN

* Based on 10,809,000 outstanding common shares as of June 8, 2020, as reported in the Company’s Annual Report on Form 20-F, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 8, 2020 (the “Form 20-F”).

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CUSIP No. G64335105

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Tigerwind Group Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS):   PF, OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION   British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 2,900,000*
	8.	SHARED VOTING POWER   0
	9.	SOLE DISPOSITIVE POWER   2,900,000
	10.	SHARED DISPOSITIVE POWER   0
11.	AGGREGATE AMOUNT BENEFICIALLY OWED BY EACH REPORTING PERSON: 2,900,000*
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   26.829% **
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):   CO

* Tigerwind Group Limited is wholly owned and controlled by Yuebiao Li.

** Based on 10,809,000 outstanding common shares as of June 8, 2020, as reported in the Company’s Form 20-F.

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CUSIP No. G64335105

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Zhuo Zhang
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS):   PF, OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION   People's Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 1,900,000
	8.	SHARED VOTING POWER   0
	9.	SOLE DISPOSITIVE POWER 1,900,000
	10.	SHARED DISPOSITIVE POWER   0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:  1,900,000
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   17.578% *
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):   IN

** Based on 10,809,000 outstanding common shares as of June 8, 2020, as reported in the Company’s Form 20-F.

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CUSIP No. G64335105

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Xiangqian Sui
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS):   OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION   People's Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 400,000
	8.	SHARED VOTING POWER   0
	9.	SOLE DISPOSITIVE POWER 400,000
	10.	SHARED DISPOSITIVE POWER   0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 400,000
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   3.701% *
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):   IN

* Based on 10,809,000 outstanding common shares as of June 8, 2020, as reported in the Form 20-F.

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CUSIP No. G64335105

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Forwater Holdings Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS):   OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION   British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 400,000*
	8.	SHARED VOTING POWER   0
	9.	SOLE DISPOSITIVE POWER 400,000
	10.	SHARED DISPOSITIVE POWER   0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 400,000*
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   3.701% **
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):   CO

*	Forwater Holdings Limited is wholly owned and controlled by Xiangqian Sui.
**	Based on 10,809,000 outstanding common shares as of June 8, 2020, as reported in the Company’s Form 20-F.

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This Amendment No.1 (this “Amendment No. 1”) is filed to amend and supplement the Statement on Schedule 13D filed by the Reporting Persons therein with the SEC on May 14, 2020 (the “Schedule 13D”) with respect to Newater Technology, Inc. (the “Issuer”). Except as specifically amended and supplemented by this Amendment No.1, the Schedule 13D remains in full force and effect. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

ITEM 2. IDENTITY AND BACKGROUND

Item 2 of the Statement is hereby amended and restated in its entirety as follows:

This statement is being filed jointly by Mr. Yuebiao Li (“Mr. Li”), Tigerwind Group Limited, Ms. Zhuo Zhang (“Ms. Zhang”), Mr. Xiangqian Sui (“Mr. Sui”) and Forwater Holdings Limited pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Mr. Li, Tigerwind Group Limited, Ms. Zhang, Mr. Sui and Forwater Holdings Limited are collectively referred to herein as the “Reporting Persons.” The Reporting Persons are making this joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the transaction described in Item 4 of this statement.

Except as expressly otherwise set forth in this statement, each Reporting Person disclaims beneficial ownership of the common shares of the Issuer (the “Common Shares”) beneficially owned by any other Reporting Person or any other person. The agreement between the Reporting Persons relating to the joint filing of this statement is attached hereto as Exhibit 7.01. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k).

Mr. Li is a citizen of the People’s Republic of China and his principal occupation is the chairman and chief executive officer of the Issuer. The business address of Mr. Li is c/o Yantai Jinzheng Eco-Technology Co., Ltd., 1 Ruida Road, Laishan District, Yantai City, Shandong Province 264000, People’s Republic of China.

Tigerwind Group Limited is a company incorporated under the laws of the British Virgin Islands. Tigerwind Group Limited is wholly owned by Mr. Li. The principal business of Tigerwind Group Limited is that of an investment holding company. The principal business address of Tigerwind Group Limited is c/o Yantai Jinzheng Eco-Technology Co., Ltd., 1 Ruida Road, Laishan District, Yantai City, Shandong Province 264000, People’s Republic of China.

Ms. Zhang is a citizen of the People’s Republic of China and her principal occupation is the chief financial officer of the Issuer. The business address of Ms. Zhang is c/o Yantai Jinzheng Eco-Technology Co., Ltd., 1 Ruida Road, Laishan District, Yantai City, Shandong Province 264000, People’s Republic of China.

Mr. Sui is a citizen of the People’s Republic of China and his principal occupation is an employee of Shanghai Chenyi Environmental Technology Co., Ltd. The business address of Mr. Sui is No.10, No.137 Sanma Road, Zhifu District, Yantai City, Shandong Province 264000, People’s Republic of China.

Forwater Holdings Limited is a company incorporated under the laws of the British Virgin Islands. Forwater Holdings Limited is wholly owned by Mr. Sui. The principal business of Forwater Holdings Limited is that of an investment holding company. The principal business address of Forwater Holdings Limited is No.10, No.137 Sanma Road, Zhifu District, Yantai City, Shandong Province 264000, People’s Republic of China.

During the five years preceding the date of this filing, none of the Reporting Persons has been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

The descriptions of the Merger Agreement (as defined below), the Share Subscription Agreements (as defined below), the Rollover Agreement (as defined below), the Voting Agreement (as defined below), and the Limited Guarantee are incorporated by reference in this Item 3.

The Reporting Persons anticipate that approximately $20.5 million will be expended in acquiring the outstanding Common Shares owned by public shareholders of the Issuer other than the Reporting Persons (the “Publicly Held Shares”).

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ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

On September 29, 2020, the Issuer publicly announced that it had entered into an agreement and plan of merger, dated September 29, 2020 (the “Merger Agreement”), among the Issuer, Crouching Tiger Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and Green Forest Holding Limited, a company with limited liability incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, and subject to the terms and conditions thereof, Merger Sub will be merged with and into the Issuer (the “Merger”), with the Issuer continuing as the surviving company and becoming a wholly owned subsidiary of Parent. Under the terms of the Merger Agreement, each Common Share issued and outstanding immediately prior to the effective time of the Merger (“Effective Time”) will be cancelled in consideration for the right to receive US$3.65 per Common Share in cash, without interest, except for certain excluded shares (the “Excluded Shares”), which include (i) Common Shares beneficially owned by Mr. Li, Tigerwind Group Limited, Ms. Zhang, Mr. Sui and Forwater Holdings Limited (each a “Rollover Shareholder” and collectively, the “Rollover Shareholders”), (ii) Common Shares (the “Dissenting Shares”) owned by holders of Common Shares who have validly exercised and not effectively withdrawn or lost their appraisal rights pursuant to Section 179 of the BVI Companies Act and (iii) Common Shares (if any) owned by the Issuer or any direct or indirect wholly-owned subsidiaries of the Issuer (or held in the Issuer’s treasury). Each Excluded Share (other than Dissenting Shares) issued and outstanding immediately prior to the Effective Time will be cancelled and will cease to exist as of the Effective Time, and no consideration will be delivered with respect thereto. Each Dissenting Share will be canceled at the Effective Time for the right to receive payment resulting from the procedure in Section 179 of the BVI Companies Act.

The purpose of the transactions contemplated under the Merger Agreement, including the Merger, is for Parent to acquire all of the Publicly Held Shares. If the Merger is consummated, the Common Shares will no longer be traded on the Nasdaq Capital Market and will cease to be registered under Section 12 of the Exchange Act, and the Issuer will be privately held by the Rollover Shareholders through Parent.

The Merger and other transactions contemplated by the Merger Agreement will be funded through a combination of (i) cash contributions contemplated by the share subscription agreements, each dated as of September 29, 2020 (the “Share Subscription Agreements”), by and between the Issuer and each of Pure Blue Holding Limited and Gooden Sunrise Holding Limited, (ii) Cash in the Issuer. Under the terms and subject to the conditions of the Share Subscription Agreements, (i) Pure Blue Holding Limited will provide cash contributions to Parent in an amount of US$445,713, (ii) Gooden Sunrise Holding Limited will provide cash contributions to Parent in an amount of US$297,143.

Concurrently with the execution of the Merger Agreement, the Rollover Shareholders entered into a rollover agreement (the “Rollover Agreement”) with Parent, pursuant to which (i) immediately prior to the Effective Time, the Common Shares held by the Rollover Shareholders (the “Rollover Shares”) will be cancelled at the Closing (as defined in the Merger Agreement) for no consideration, (ii) and Parent will issue to the Rollover Shareholders certain shares of Parent.

Concurrently with the execution of the Merger Agreement, the Rollover Shareholders, who collectively own approximately 48.1% of the outstanding Common Shares, entered into a voting agreement (the “Voting Agreement”) with Parent, pursuant to which each of the Rollover Shareholders has agreed that when a meeting of the shareholders of the Company is held, (i) to appear at such meeting or otherwise cause their Shares to be counted as present thereat for the purpose of establishing a quorum, (ii) to vote or cause to be voted at such meeting all their Shares in favor of the approval of the Merger Agreement and the approval of other actions contemplated by the Merger Agreement and any actions required in furtherance thereof, and (iii) in favor of any matters necessary for the consummation of the transactions contemplated by the Merger Agreement, (iv) against any action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interface with, delay or postpone, discourage or adversely affect the Merger Agreement or the transaction contemplated thereby, and (v) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or other obligation or agreement of the Issuer contained in the Merger Agreement, or of any shareholder contained in this Agreement, (vi) to appoint Parent and any other designee of Parent as irrevocable proxy and attorney-in-fact (with full power of substitution) to vote all their Common Shares.    

 Concurrently with the execution of the Merger Agreement, Mr. Li and Ms. Zhang (the “Limited Guarantors”) entered into a limited guarantee with the Issuer (the “Limited Guarantee”), pursuant to which each Limited Guarantor, irrevocably and unconditionally guaranteed to the Issuer, severally but not jointly, subject to certain conditions, Parent’s termination fee and certain payment obligations relating to the reimbursement under the Merger Agreement.  

The information disclosed in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, the Share Subscription Agreements, the Rollover Agreement, the Voting Agreement and the Limited Guarantee, copies of which are attached hereto as Exhibits 7.02, 7.03, 7.04, 7.05, 7.06, and 7.07, respectively, and which are incorporated herein by reference in their entirety.

Except as indicated above, none of the Reporting Persons have any plans or proposals that relate to or would result in any other action specified in Item 4 on this Amendment No.1.  The Reporting Persons reserve their right to change their plans and intentions in connection with any of the actions discussed in this Item 4, including, among others, the purchase price and the financing arrangement for the transaction contemplated under the Proposal.  Any action taken by the Reporting Persons may be effected at any time and from time to time, subject to any applicable limitations imposed by any applicable laws.

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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 (a), 5(b) and 5(c) of the Schedule 13D is hereby amended and replaced by adding the following:

(a) – (b) With respect to each of the Reporting Person, the cover pages of this Amendment No.1 are incorporated by reference, as if set forth in its entirety.

As of the date of this Amendment No.1, Mr. Li beneficially owns 2,900,000 Common Shares, representing 26.829% of the Common Shares of the Issuer through Tigerwind Group Limited, a British Virgin Islands investment holding company wholly-owned and controlled by him.

As of the date of this Amendment No.1, Tigerwind Group Limited beneficially owns 2,900,000 Common Shares, representing 26.829% of the Common Shares of the Issuer. Mr. Li is the sole owner and director of Tigerwind Group Limited, and as a result, may be deemed to beneficially own all of the Common Shares held by Tigerwind Group Limited.

As of the date of this Amendment No.1, Ms. Zhang beneficially owns 1,900,000 Common Shares of the Issuer, representing 17.578% of the outstanding Common Shares of the Issuer.

As of the date of this Amendment No.1, Mr. Sui beneficially owns 400,000 Common Shares of the Issuer, representing 3.701% of the outstanding Common Shares of the Issuer.

As of the date of this Amendment No.1, Mr. Forwater Holdings Limited beneficially owns 400,000 Common Shares of the Issuer, representing 3.701% of the outstanding Common Shares of the Issuer. Mr. Sui is the sole owner and director of Forwater Holdings Limited, and as a result, may be deemed to beneficially own all of the Common Shares held by Forwater Holdings Limited.

(c) Except as set forth in Item 3 and 4 above, none of the Reporting Persons, and to their knowledge, none of the Reporting Persons has effected any transactions in the Common Shares during the 60 days preceding the filing of this Amendment No.1.

(d) Not applicable.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

The descriptions of the principal terms of the Proposal under Item 3 and Item 4 are incorporated herein by reference in their entirety.

To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit 7.01	Joint Filing Agreement by and among the Reporting Persons, dated as of October 1, 2020.
Exhibit 7.02	Agreement and Plan of Merger, dated as of September 29, 2020, by and among Parent, Merger Sub and the Issuer (incorporated herein by reference to Exhibit 99.2 to the Form 6-K filed by the Issuer on September 29, 2020).
Exhibit 7.03	Share Subscription Agreement, dated as of September 29, 2020, by and between Pure Blue Holding Limited and Parent.
Exhibit 7.04	Share Subscription Agreement, dated as of September 29, 2020, by and between Gooden Sunrise Holding Limited and Parent.
Exhibit 7.05	Rollover Agreement, dated as of September 29, 2020, by and among the Rollover Shareholders and Parent.
Exhibit 7.06	Voting Agreement, dated as of September 29, 2020, by and among the Rollover Shareholders and Parent.
Exhibit 7.07	Limited Guarantee, dated as of September 29, 2020, by and among Mr. Li, Ms. Zhang and the Issuer.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 1, 2020
Yuebiao Li
By:	/s/ Yuebiao Li
Name:	Yuebiao Li

Tigerwind Group Limited
By:	/s/ Yuebiao Li
Name:	Yuebiao Li
Title:	Director

Zhuo Zhang
By:	/s/ Zhuo Zhang
Name:	Zhuo Zhang

Xiangqian Sui
By:	/s/ Xiangqian Sui
Name:	Xiangqian Sui
Forwater Holdings Limited
By:	/s/ Xiangqian Sui
Name:	Xiangqian Sui
Title:	Director

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EX-7.01

EXHIBIT 7.01

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Shares of Newater Technology, Inc., a British Virgin Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which, taken together, shall constitute one and the same instrument.

SIGNATURE PAGE

IN WITNESS WHEREOF, the undersigned hereby execute this agreement as of October 1, 2020.

Yuebiao Li
By:	/s/ Yuebiao Li
Name:	Yuebiao Li

Tigerwind Group Limited
By:	/s/ Yuebiao Li
Name:	Yuebiao Li
Title:	Director

Zhuo Zhang
By:	/s/ Zhuo Zhang
Name:	Zhuo Zhang

Xiangqian Sui
By:	/s/ Xiangqian Sui
Name:	Xiangqian Sui
Forwater Holdings Limited
By:	/s/ Xiangqian Sui
Name:	Xiangqian Sui
Title:	Director

EX-7.03

EXHIBIT 7.03

Execution Version

subscription Agreement

Dated as of September 29, 2020

PURE BLUE HOLDING LIMITED

- and -

CROUCHING TIGER HOLDING LIMITED

CONTENTS

1.	ISSUANCE OF SUBSCRIPTION SHARES; SUBSCRIPTION CLOSING	1
2.	Representations and Warranties of the Subscriber	2
3.	Representations and Warranties of Parent	3
4.	Termination; Unwinding Actions; Additional Agreement	5
5.	Miscellaneous.	5

This subscription Agreement (“Agreement”) is made on September 29, 2020.

BETWEEN:

(1) PURE BLUE HOLDING LIMITED, a company limited by shares incorporated under the laws of the British Virgin Islands (the “Subscriber”); and

(2) CROUCHING TIGER HOLDING LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”).

BACKGROUND:

A Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in that certain Agreement and Plan of Merger, dated as of September 29, 2020, (the “Merger Agreement”), by and among Parent, Green Forest Holding Limited, a BVI business company incorporated under the laws of the British Virgin Islands and wholly owned subsidiary of Parent (“Merger Sub”), and Newater Technology, Inc., a company with limited liability incorporated under the laws of the British Virgin Islands (“Company”).

IT IS AGREED:

1. ISSUANCE OF SUBSCRIPTION SHARES; SUBSCRIPTION CLOSING

1.1 Subject to the terms and conditions of this Agreement, at the Subscription Closing (as defined below), (i) Parent shall issue an aggregate number of 122,113 ordinary shares (the “Ordinary Shares”), par value US$0.001 per share, of Parent (as fully paid and non-assessable) to the Subscriber (the “Subscription Shares”), and (ii) in exchange for Parent issuing the Subscription Shares (as fully paid and non-assessable) to the Subscriber at the Subscription Closing, the Subscriber shall deliver, at the direction of Parent, an aggregate amount of US$445,713 (the “Purchase Price”) to the account designated by Parent in writing at least five (5) Business Days prior to the Subscription Closing as contribution from Parent for further payment to the paying agent to be appointed by the Parent and the Company (the “Paying Agent”).

1.2 The closing of the purchase and sale of the Subscription Shares (the “Subscription Closing”) shall take place on or prior to the Closing at the offices of DLA Piper UK LLP, 20th Floor, South Tower Beijing Kerry Center, No.1 Guanghua Road, Chaoyang District, Beijing 100020, PRC and shall be subject to the satisfaction of the conditions set forth in clause 1.4 below. At the Subscription Closing, Parent shall deliver to the Subscriber (i) a certified true copy of Parent’s register of members, showing (a) the Subscriber as the registered holder of its Subscription Shares, and (b) Gooden Sunrise Holding Limited, a company limited by shares incorporated under the laws of the British Virgin Islands (“Gooden Sunrise”), as the registered holder of 81,409 Ordinary Shares (the “Gooden Subscription Shares”), and (ii) a share certificate representing the Subscription Shares in the name of the Subscriber.

1.3 For all purposes, including accounting and tax purposes, the Purchase Price shall be deemed to have been (a) paid by the Subscriber directly to Parent, (b) paid by Parent to the Paying Agent to fund a portion of the Exchange Fund in accordance with Section 3.2 of the Merger Agreement and pay certain fees and expenses in connection with the transactions contemplated thereby. Parent agrees that the delivery of the Purchase Price to the account designated by Parent in writing will constitute full and complete satisfaction of the Subscriber’s payment obligations under clause 1.1 of this Agreement.

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1.4 The obligation of the Subscriber to purchase and pay for the Subscription Shares to be purchased by it at the Subscription Closing is subject to the following conditions:

(a) each of the conditions to Parent’s and Merger Sub’s obligations to effect the Merger set forth in Section 7.1 and Section 7.2 of the Merger Agreement as in effect from time to time shall have been satisfied or duly waived (other than those conditions that by their nature are to be satisfied at the closing of the transactions contemplated by the Merger Agreement); and

(b) the substantially simultaneous closing of the subscription agreement dated as of the date hereof by and between Gooden Sunrise and Parent in relation to the Gooden Subscription Shares (the “Gooden Subscription Agreement”).

2. Representations and Warranties of the Subscriber

The Subscriber hereby represents and warrants to Parent as of the Subscription Closing:

(a) that it is acquiring the Subscription Shares purchased hereunder for its own account with the present intention of holding such shares for purposes of investment, and that it has no intention of selling such shares in a public distribution in violation of any applicable U.S. federal or state securities Laws;

(b) that it is not resident in the United States and is acquiring the Subscription Shares in an offshore transaction under Rule 903 of the U.S. Securities Act of 1933, as amended (the “Securities Act”);

(c) that it has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in Parent;

(d) that it is able to bear the economic risks of an investment in the Subscription Shares and can afford a complete loss of such investment;

(e) that this Agreement has been duly executed and delivered by the Subscriber and, assuming due authorization, execution and delivery by Parent, constitutes a valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law); and

(f) that the execution, delivery and performance of this Agreement by the Subscriber does not and will not violate any provision of the organizational documents of the Subscriber.

3. Representations and Warranties of Parent

Parent hereby represents and warrants to the Subscriber as of the Subscription Closing that:

3.1 Organization, Standing and Authority

Parent is duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all requisite power and authority to execute and deliver this Agreement and a shareholders agreement to be entered into by and between the shareholders of the Parent (the “Shareholders Agreement”) and to perform its obligations hereunder and thereunder. Each of this Agreement and the Shareholders Agreement has been duly and validly executed and delivered by Parent and, assuming due authorization, execution and delivery by the Subscriber, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law). Parent has made available to the Subscriber complete and correct copies of its constitutional documents and is not in violation of any of the provisions of its constitutional documents.

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3.2 Consents and Approvals; No Violations

Except for the applicable requirements of the laws of the British Virgin Islands:

(a) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of Parent for the execution, delivery and performance of this Agreement or the Shareholders Agreement by Parent or the consummation by Parent of the transactions contemplated hereby or thereby; and

(b) neither the execution, delivery or performance of this Agreement or the Shareholders Agreement by Parent nor the consummation by Parent of the transactions contemplated hereby or thereby nor compliance by Parent with any of the provisions hereof or thereof shall:

(i) conflict with or violate any provision of the constitutional documents of Parent;

(ii) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Parent pursuant to, any Contract to which Parent is a party or by which such Parent or any property or asset of Parent is bound or affected; or

(iii) violate any Law applicable to Parent or any of Parent’s properties or assets.

3.3 Issuance of Parent Shares

Upon issuance, the Subscription Shares will be duly authorized, validly issued, fully paid and non-assessable, and free and clear of all Liens, pre-emptive rights, rights of first refusal, subscription and similar rights.

3.4 Capitalization of Parent

The authorized share capital of Parent consists of 50,000,000 Ordinary Shares. All outstanding shares of Parent have been duly authorized and validly issued and are fully paid and non-assessable. Immediately prior to the Subscription Closing and closing under the Gooden Subscription Agreement, apart from Ordinary Shares to be held by the Subscriber and Gooden Rise, there are no outstanding:

(a) shares or voting securities of Parent;

(b) securities of Parent convertible into or exchangeable for shares or voting securities of Parent; or

(c) options or other rights to acquire from Parent, or other obligation of Parent to issue, any shares, voting securities or securities convertible into or exchangeable for shares or voting securities of Parent (the items in clauses 3.4(a), 3.4(b) and 3.4(c) being referred to collectively as the “Parent Securities”).

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3.5 Use of Proceeds

Parent shall use the Purchase Price exclusively for the purpose of funding a portion of the Exchange Fund in accordance with Section 3.2 of the Merger Agreement.

3.6 Operations of Parent

Parent has been formed solely for the purpose of engaging in the transactions contemplated in the Merger Agreement and prior to the Subscription Closing will have engaged in no other business activities and will have incurred no liabilities or obligations and will not be a part or subject to any Contract, in each case other than as contemplated herein or therein.

3.7 Ownership and Operation of Parent and Merger Sub

Each of Parent and Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated in the Merger Agreement and prior to the Subscription Closing will have engaged in no other business activities and will have incurred no liabilities or obligations and will not be a party to any Contract, in each case other than as contemplated therein. All of the issued and outstanding share capital of Merger Sub is, and at the Subscription Closing and the Effective Time will be, owned directly by Parent.

3.8 No Other Ownership

Neither Parent nor Merger Sub own, on record or beneficially, any equity or similar interest in, or any interest convertible or exchangeable for any equity or similar interest in, any Person, except that Parent owns 100% of the equity interests of Merger Sub free and clear of all Encumbrances, and if the transactions contemplated by the Merger Agreement are consummated on the terms set forth therein, Parent will own 100% of the equity interests of the Surviving Company pursuant to the Merger.

3.9 No Untrue Statement

No representation, warranty or statement by Parent in this Agreement, when read as a whole, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made herein, in light of the circumstances under which they were made, not misleading.

3.10 Foreign Issuer

Parent is a “foreign issuer” as such term is defined under Regulation S under the Securities Act, and as of the date hereof and as of the Subscription Closing, there is no “substantial US market interest” as such term is defined under Regulation S under the Securities Act, either with respect to the Subscription Shares or any Parent Securities. None of Parent, any of its controlled affiliates or any person acting on its or their behalf has offered or sold or will offer or sell the Subscription Shares by any form of general solicitation or general advertising, including but not limited to the methods described in Rule 502(c) under the Securities Act.

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3.11 No Directed Selling Efforts

None of Parent, any of its controlled affiliates or any person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to any Subscription Shares in connection with the offer or sale of securities in the United States.

3.12 No Registration

The Subscription Shares will only be sold outside the United States in accordance with Regulation S. No registration of the Subscription Shares under the Securities Act is required for the issuance and sale of Subscription Shares in the manner contemplated hereby. Neither Parent, nor any of its controlled affiliates, nor any person acting on its or their behalf has made or will make, directly or indirectly, offers or sales of any security, or has solicited or will solicit, directly or indirectly, offers to buy any security, under circumstances that would require the registration of the Subscription Shares under the Securities Act.

4. Termination; Unwinding Actions; Additional Agreement

4.1 Termination

This Agreement and the obligations of the parties hereunder will terminate automatically and immediately upon the valid termination of the Merger Agreement in accordance with Section 8.1 thereof.

4.2 Unwinding Actions.

If for any reason this Agreement is terminated in accordance with Section 4.1, Parent shall, and shall cause its Subsidiaries and, if applicable, the Paying Agent, to, promptly return the Purchase Price to the Subscriber at its account, and take all such actions as are necessary, including repurchase and/or cancellation of the Subscription Shares issued to the Subscriber under this Agreement, so as to restore the Subscriber to the position it was in with respect to the ownership and possession of the Subscription Shares and Purchase Price immediately prior to the Subscription Closing (such actions, the “Unwinding Actions”); and without limiting the generality of the foregoing, the parties hereto agree to take, and cause their Subsidiaries to take, all necessary actions, including any amendments to this Agreement, to implement the Unwinding Actions and reflect the purpose of the Unwinding Actions.

5. Miscellaneous.

5.1 Amendments and Modification

This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed on behalf of each party hereto.

5.2 Waiver

No failure or delay of any party hereto in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of a party hereto to any such waiver shall be valid only if set forth in a written instrument executed and delivered by such party.

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5.3 Notices

All notices and other communications hereunder shall be in writing (in the English language) and shall be deemed duly given:

(a) on the date of delivery if delivered personally, or if by facsimile or e-mail, upon written confirmation of receipt by facsimile or e-mail;

(b) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier; or

(c) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(i) If to the Subscriber:

Pure Blue Holding Limited

c/o Yantai Jinzheng Eco-Technology Co., Ltd.

1 Ruida Road, Laishan District, Yantai City

Shandong Province 264000

People’s Republic of China

with a copy (which shall not constitute notice) to

DLA Piper UK LLP

20th Floor, South Tower Beijing Kerry Center

No.1 Guanghua Road, Chaoyang District

Beijing 100020, PRC

Attention: James Chang, Esq.

Facsimile: +86 10 8520 0700

E-mail: james.chang@dlapiper.com

(ii) If to Parent:

Crouching Tiger Holding Limited

c/o Yantai Jinzheng Eco-Technology Co., Ltd.

1 Ruida Road, Laishan District, Yantai City

Shandong Province 264000

People’s Republic of China

5.4 Entire Agreement

This Agreement constitutes the entire agreement, and supersedes all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings among the parties with respect to the subject matter hereof and thereof.

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5.5 Governing Law; Submission to Jurisdiction

(a) This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, without giving effect to its principles of conflict of laws;

(b) Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination and the parties’ rights and obligations hereunder (each, a “Dispute”) shall be referred to and finally resolved by arbitration (the “Arbitration”) administered by the Hong Kong International Arbitration Centre (“HKIAC”);

(c) The Arbitration shall be procedurally governed by the HKIAC Administered Arbitration Rules as in force at the date on which the claimant party notifies the respondent party in writing (such notice, a “Notice of Arbitration”) of its intent to pursue Arbitration, which are deemed to be incorporated by reference and may be amended by this clause 5.5;

(d) The seat and venue of the Arbitration shall be Hong Kong and the language of the Arbitration shall be English;

(e) A Dispute subject to an Arbitration shall be determined by a panel of three arbitrators (the “Tribunal”). One (1) arbitrator shall be nominated by the claimant party (and to the extent that there is more than one claimant party, by mutual agreement among the claimant parties) and one (1) arbitrator shall be nominated by the respondent party (and to the extent that there is more than one respondent party, by mutual agreement among the respondent parties). The third arbitrator shall be jointly nominated by the claimant party’s and respondent party’s respectively nominated arbitrators and shall act as the presiding arbitrator. If the claimant party or the respondent party fails to nominate its arbitrator within 30 days from the date of receipt of the Notice of Arbitration by the respondent party or the claimant and respondent parties’ nominated arbitrators fail to jointly nominate the presiding arbitrator within 30 days of the nomination of the respondent-nominated arbitrator, either party to the Dispute may request the Chairperson of the HKIAC to appoint such arbitrator; and

(f) The parties agree that all documents and evidence submitted in the Arbitration (including any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless the parties otherwise agree in writing. The arbitral award is final and binding upon the parties to the Arbitration.

5.6 Assignment; Successors

Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of Law or otherwise, by any party hereto without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void.

5.7 Severability

Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

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5.8 Counterparts

This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

5.9 Headings

The section headings in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

5.10 No Presumption Against Drafting Party

Each of the parties to this Agreement acknowledges that it has been represented by independent counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of Law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

5.11 Third Party Beneficiary

Nothing in this Agreement, express or implied, is intended to, nor does it, confer upon any person (other than Parent and the Subscriber) any rights or remedies under, or by reason of, or any rights (i) to enforce any provisions of this Agreement or (ii) to confer upon any person any rights or remedies against any person other than the parties hereof under or by reason of this Agreement, provided, however, that the Company is an express third-party beneficiary of this Agreement and shall be entitled to enforce the terms hereof. In no event shall any of Parent’s creditors or any other person have any right to enforce this Agreement.

5.12 Survival

The representations and warranties set forth in Section 3 shall survive the Subscription Closing for 12 months after the Subscription Closing.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

For and on behalf of Pure Blue Holding Limited
By:	/s/ Li Yuebiao
Name:	Li Yuebiao
Title:	Director

[Signature Page to Subscription Agreement]

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For and on behalf of Crouching Tiger Holding Limited
By:	/s/ Li Yuebiao
Name:	Li Yuebiao
Title:	Director

[Signature Page to Subscription Agreement]

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EX-7.04

EXHIBIT 7.04

Execution Version

subscription Agreement

Dated as of September 29, 2020

GOODEN SUNRISE HOLDING LIMITED

- and -

CROUCHING TIGER HOLDING LIMITED

CONTENTS

1.	ISSUANCE OF SUBSCRIPTION SHARES; SUBSCRIPTION CLOSING	1
2.	Representations and Warranties of the Subscriber	2
3.	Representations and Warranties of Parent	3
4.	Termination; Unwinding Actions; Additional Agreement	5
5.	Miscellaneous.	5

This subscription Agreement (“Agreement”) is made on September 29, 2020.

BETWEEN:

(1) GOODEN SUNRISE HOLDING LIMITED, a company limited by shares incorporated under the laws of the British Virgin Islands (the “Subscriber”); and

(2) CROUCHING TIGER HOLDING LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”).

BACKGROUND:

A Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in that certain Agreement and Plan of Merger, dated as of September 29, 2020, (the “Merger Agreement”), by and among Parent, Green Forest Holding Limited, a company limited by shares incorporated under the laws of the British Virgin Islands and wholly owned subsidiary of Parent (“Merger Sub”), and Newater Technology, Inc., a company with limited liability incorporated under the laws of the British Virgin Islands (“Company”).

IT IS AGREED:

1. ISSUANCE OF SUBSCRIPTION SHARES; SUBSCRIPTION CLOSING

1.1 Subject to the terms and conditions of this Agreement, at the Subscription Closing (as defined below), (i) Parent shall issue an aggregate number of 81,409 ordinary shares (the “Ordinary Shares”), par value US$0.001 per share, of Parent (as fully paid and non-assessable) to the Subscriber (the “Subscription Shares”), and (ii) in exchange for Parent issuing the Subscription Shares (as fully paid and non-assessable) to the Subscriber at the Subscription Closing, the Subscriber shall deliver, at the direction of Parent, an aggregate amount of US$297,143 (the “Purchase Price”) to the account designated by Parent in writing at least five (5) Business Days prior to the Subscription Closing as contribution from Parent for further payment to the paying agent to be appointed by the Parent and the Company (the “Paying Agent”).

1.2 The closing of the purchase and sale of the Subscription Shares (the “Subscription Closing”) shall take place on or prior to the Closing at the offices of DLA Piper, 20th Floor, South Tower Beijing Kerry Center, No.1 Guanghua Road, Chaoyang District, Beijing 100020, PRC and shall be subject to the satisfaction of the conditions set forth in clause 1.4 below. At the Subscription Closing, Parent shall deliver to the Subscriber (i) a certified true copy of Parent’s register of members, showing (a) the Subscriber as the registered holder of its Subscription Shares, and (b) Pure Blue Holding Limited, a company limited by shares incorporated under the laws of the British Virgin Islands (“Pure Blue”), as the registered holder of 122,113 Ordinary Shares (the “Pure Subscription Shares”), and (ii) a share certificate representing the Subscription Shares in the name of the Subscriber.

1.3 For all purposes, including accounting and tax purposes, the Purchase Price shall be deemed to have been (a) paid by the Subscriber directly to Parent, (b) paid by Parent to the Paying Agent to fund a portion of the Exchange Fund in accordance with Section 3.2 of the Merger Agreement and pay certain fees and expenses in connection with the transactions contemplated thereby. Parent agrees that the delivery of the Purchase Price to the account designated by Parent in writing will constitute full and complete satisfaction of the Subscriber’s payment obligations under clause 1.1 of this Agreement.

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1.4 The obligation of the Subscriber to purchase and pay for the Subscription Shares to be purchased by it at the Subscription Closing is subject to the following conditions:

(a) each of the conditions to Parent’s and Merger Sub’s obligations to effect the Merger set forth in Section 7.1 and Section 7.2 of the Merger Agreement as in effect from time to time shall have been satisfied or duly waived (other than those conditions that by their nature are to be satisfied at the closing of the transactions contemplated by the Merger Agreement); and

(b) the substantially simultaneous closing of the subscription agreement dated as of the date hereof by and between Pure Blue and Parent in relation to the Pure Subscription Shares (the “Pure Subscription Agreement”).

2. Representations and Warranties of the Subscriber

The Subscriber hereby represents and warrants to Parent as of the Subscription Closing:

(a) that it is acquiring the Subscription Shares purchased hereunder for its own account with the present intention of holding such shares for purposes of investment, and that it has no intention of selling such shares in a public distribution in violation of any applicable U.S. federal or state securities Laws;

(b) that it is not resident in the United States and is acquiring the Subscription Shares in an offshore transaction under Rule 903 of the U.S. Securities Act of 1933, as amended (the “Securities Act”);

(c) that it has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in Parent;

(d) that it is able to bear the economic risks of an investment in the Subscription Shares and can afford a complete loss of such investment;

(e) that this Agreement has been duly executed and delivered by the Subscriber and, assuming due authorization, execution and delivery by Parent, constitutes a valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law); and

(f) that the execution, delivery and performance of this Agreement by the Subscriber does not and will not violate any provision of the organizational documents of the Subscriber.

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3. Representations and Warranties of Parent

Parent hereby represents and warrants to the Subscriber as of the Subscription Closing that:

3.1 Organization, Standing and Authority

Parent is duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all requisite power and authority to execute and deliver this Agreement and a shareholders agreement to be entered into by and between the shareholders of the Parent (the “Shareholders Agreement”) and to perform its obligations hereunder and thereunder. Each of this Agreement and the Shareholders Agreement has been duly and validly executed and delivered by Parent and, assuming due authorization, execution and delivery by the Subscriber, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law). Parent has made available to the Subscriber complete and correct copies of its constitutional documents and is not in violation of any of the provisions of its constitutional documents.

3.2 Consents and Approvals; No Violations

Except for the applicable requirements of the laws of the British Virgin Islands:

(a) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of Parent for the execution, delivery and performance of this Agreement or the Shareholders Agreement by Parent or the consummation by Parent of the transactions contemplated hereby or thereby; and

(b) neither the execution, delivery or performance of this Agreement or the Shareholders Agreement by Parent nor the consummation by Parent of the transactions contemplated hereby or thereby nor compliance by Parent with any of the provisions hereof or thereof shall:

(i) conflict with or violate any provision of the constitutional documents of Parent;

(ii) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Parent pursuant to, any Contract to which Parent is a party or by which such Parent or any property or asset of Parent is bound or affected; or

(iii) violate any Law applicable to Parent or any of Parent’s properties or assets.

3.3 Issuance of Parent Shares

Upon issuance, the Subscription Shares will be duly authorized, validly issued, fully paid and non-assessable, and free and clear of all Liens, pre-emptive rights, rights of first refusal, subscription and similar rights.

3.4 Capitalization of Parent

The authorized share capital of Parent consists of 50,000,000 Ordinary Shares. All outstanding shares of Parent have been duly authorized and validly issued and are fully paid and non-assessable. Immediately prior to the Subscription Closing and closing under the Pure Subscription Agreement, apart from Ordinary Shares to be held by the Subscriber and Pure Blue, there are no outstanding:

(a) shares or voting securities of Parent;

(b) securities of Parent convertible into or exchangeable for shares or voting securities of Parent; or

(c) options or other rights to acquire from Parent, or other obligation of Parent to issue, any shares, voting securities or securities convertible into or exchangeable for shares or voting securities of Parent (the items in clauses 3.4(a), 3.4(b) and 3.4(c) being referred to collectively as the “Parent Securities”).

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3.5 Use of Proceeds

Parent shall use the Purchase Price exclusively for the purpose of funding a portion of the Exchange Fund in accordance with Section 3.2 of the Merger Agreement.

3.6 Operations of Parent

Parent has been formed solely for the purpose of engaging in the transactions contemplated in the Merger Agreement and prior to the Subscription Closing will have engaged in no other business activities and will have incurred no liabilities or obligations and will not be a part or subject to any Contract, in each case other than as contemplated herein or therein.

3.7 Ownership and Operation of Parent and Merger Sub

Each of Parent and Merger Sub has been formed solely for the purpose of engaging in the transactions contemplated in the Merger Agreement and prior to the Subscription Closing will have engaged in no other business activities and will have incurred no liabilities or obligations and will not be a party to any Contract, in each case other than as contemplated therein. All of the issued and outstanding share capital of Merger Sub is, and at the Subscription Closing and the Effective Time will be, owned directly by Parent.

3.8 No Other Ownership

Neither Parent nor Merger Sub own, on record or beneficially, any equity or similar interest in, or any interest convertible or exchangeable for any equity or similar interest in, any Person, except that Parent owns 100% of the equity interests of Merger Sub free and clear of all Encumbrances, and if the transactions contemplated by the Merger Agreement are consummated on the terms set forth therein, Parent will own 100% of the equity interests of the Surviving Company pursuant to the Merger.

3.9 No Untrue Statement

No representation, warranty or statement by Parent in this Agreement, when read as a whole, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made herein, in light of the circumstances under which they were made, not misleading.

3.10 Foreign Issuer

Parent is a “foreign issuer” as such term is defined under Regulation S under the Securities Act, and as of the date hereof and as of the Subscription Closing, there is no “substantial US market interest” as such term is defined under Regulation S under the Securities Act, either with respect to the Subscription Shares or any Parent Securities. None of Parent, any of its controlled affiliates or any person acting on its or their behalf has offered or sold or will offer or sell the Subscription Shares by any form of general solicitation or general advertising, including but not limited to the methods described in Rule 502(c) under the Securities Act.

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3.11 No Directed Selling Efforts

None of Parent, any of its controlled affiliates or any person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to any Subscription Shares in connection with the offer or sale of securities in the United States.

3.12 No Registration

The Subscription Shares will only be sold outside the United States in accordance with Regulation S. No registration of the Subscription Shares under the Securities Act is required for the issuance and sale of Subscription Shares in the manner contemplated hereby. Neither Parent, nor any of its controlled affiliates, nor any person acting on its or their behalf has made or will make, directly or indirectly, offers or sales of any security, or has solicited or will solicit, directly or indirectly, offers to buy any security, under circumstances that would require the registration of the Subscription Shares under the Securities Act.

4. Termination; Unwinding Actions; Additional Agreement

4.1 Termination

This Agreement and the obligations of the parties hereunder will terminate automatically and immediately upon the valid termination of the Merger Agreement in accordance with Section 8.1 thereof.

4.2 Unwinding Actions.

If for any reason this Agreement is terminated in accordance with Section 4.1, Parent shall, and shall cause its Subsidiaries and, if applicable, the Paying Agent, to, promptly return the Purchase Price to the Subscriber at its account, and take all such actions as are necessary, including repurchase and/or cancellation of the Subscription Shares issued to the Subscriber under this Agreement, so as to restore the Subscriber to the position it was in with respect to the ownership and possession of the Subscription Shares and Purchase Price immediately prior to the Subscription Closing (such actions, the “Unwinding Actions”); and without limiting the generality of the foregoing, the parties hereto agree to take, and cause their Subsidiaries to take, all necessary actions, including any amendments to this Agreement, to implement the Unwinding Actions and reflect the purpose of the Unwinding Actions.

5. Miscellaneous.

5.1 Amendments and Modification

This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed on behalf of each party hereto.

5.2 Waiver

No failure or delay of any party hereto in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of a party hereto to any such waiver shall be valid only if set forth in a written instrument executed and delivered by such party.

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5.3 Notices

All notices and other communications hereunder shall be in writing (in the English language) and shall be deemed duly given:

(a) on the date of delivery if delivered personally, or if by facsimile or e-mail, upon written confirmation of receipt by facsimile or e-mail;

(b) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier; or

(c) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(i) If to the Subscriber:

Gooden Sunrise Holding Limited

c/o Yantai Jinzheng Eco-Technology Co., Ltd.

1 Ruida Road, Laishan District, Yantai City

Shandong Province 264000

People’s Republic of China

with a copy (which shall not constitute notice) to

DLA Piper

20th Floor, South Tower Beijing Kerry Center

No.1 Guanghua Road, Chaoyang District

Beijing 100020, PRC

Attention: James Chang, Esq.

Facsimile: +86 10 8520 0700

E-mail: james.chang@dlapiper.com

(ii) If to Parent:

Crouching Tiger Holding Limited

c/o Yantai Jinzheng Eco-Technology Co., Ltd.

1 Ruida Road, Laishan District, Yantai City

Shandong Province 264000

People’s Republic of China

5.4 Entire Agreement

This Agreement constitutes the entire agreement, and supersedes all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings among the parties with respect to the subject matter hereof and thereof.

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5.5 Governing Law; Submission to Jurisdiction

(a) This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, without giving effect to its principles of conflict of laws;

(b) Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination and the parties’ rights and obligations hereunder (each, a “Dispute”) shall be referred to and finally resolved by arbitration (the “Arbitration”) administered by the Hong Kong International Arbitration Centre (“HKIAC”);

(c) The Arbitration shall be procedurally governed by the HKIAC Administered Arbitration Rules as in force at the date on which the claimant party notifies the respondent party in writing (such notice, a “Notice of Arbitration”) of its intent to pursue Arbitration, which are deemed to be incorporated by reference and may be amended by this clause 5.5;

(d) The seat and venue of the Arbitration shall be Hong Kong and the language of the Arbitration shall be English;

(e) A Dispute subject to an Arbitration shall be determined by a panel of three arbitrators (the “Tribunal”). One (1) arbitrator shall be nominated by the claimant party (and to the extent that there is more than one claimant party, by mutual agreement among the claimant parties) and one (1) arbitrator shall be nominated by the respondent party (and to the extent that there is more than one respondent party, by mutual agreement among the respondent parties). The third arbitrator shall be jointly nominated by the claimant party’s and respondent party’s respectively nominated arbitrators and shall act as the presiding arbitrator. If the claimant party or the respondent party fails to nominate its arbitrator within 30 days from the date of receipt of the Notice of Arbitration by the respondent party or the claimant and respondent parties’ nominated arbitrators fail to jointly nominate the presiding arbitrator within 30 days of the nomination of the respondent-nominated arbitrator, either party to the Dispute may request the Chairperson of the HKIAC to appoint such arbitrator; and

(f) The parties agree that all documents and evidence submitted in the Arbitration (including any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless the parties otherwise agree in writing. The arbitral award is final and binding upon the parties to the Arbitration.

5.6 Assignment; Successors

Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of Law or otherwise, by any party hereto without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void.

5.7 Severability

Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

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5.8 Counterparts

This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

5.9 Headings

The section headings in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

5.10 No Presumption Against Drafting Party

Each of the parties to this Agreement acknowledges that it has been represented by independent counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of Law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

5.11 Third Party Beneficiary

Nothing in this Agreement, express or implied, is intended to, nor does it, confer upon any person (other than Parent and the Subscriber) any rights or remedies under, or by reason of, or any rights (i) to enforce any provisions of this Agreement or (ii) to confer upon any person any rights or remedies against any person other than the parties hereof under or by reason of this Agreement, provided, however, that the Company is an express third-party beneficiary of this Agreement and shall be entitled to enforce the terms hereof. In no event shall any of Parent’s creditors or any other person have any right to enforce this Agreement.

5.12 Survival

The representations and warranties set forth in Section 3 shall survive the Subscription Closing for 12 months after the Subscription Closing.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

For and on behalf of Gooden Sunrise Holding Limited
By:	/s/ Zhang Zhuo
Name:	Zhang Zhuo
Title:	Director

[Signature Page to Subscription Agreement] 

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For and on behalf of Crouching Tiger Holding Limited
By:	/s/ Li Yuebiao
Name:	Li Yuebiao
Title:	Director

[Signature Page to Subscription Agreement]

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EX-7.05

EXHIBIT 7.05

Execution Version

ROLLOVER AGREEMENT

This ROLLOVER AGREEMENT (this “Agreement") is made and entered into as of September 29, 2020 by and among CROUCHING TIGER HOLDING LIMITED, a business company with limited liability incorporated under the laws of the Cayman Islands ("Parent"), and certain shareholders of NEWATER TECHNOLOGY, INC., a business company with limited liability incorporated under the laws of the British Virgin Islands (the "Company"), listed on Appendix 2 of the Merger Agreement and the signature pages hereunder (each, a "Rollover Shareholder" and collectively, the "Rollover Shareholders"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS, concurrently herewith, Parent and GREEN FOREST HOLDING LIMITED, a business company with limited liability incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Parent ("Merger Sub"), and the Company are entering into an Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified, the "Merger Agreement"), pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving company and a wholly owned subsidiary of Parent (the "Merger");

WHEREAS, each Rollover Shareholder is the "beneficial owner" (within the meaning of Rule 13d-3 under the Exchange Act) of the Shares set forth opposite such Rollover Shareholder's name on the signature pages hereunder (with respect to each Rollover Shareholder, the "Rollover Shares");

WHEREAS, in connection with the consummation of the transactions contemplated by the Merger Agreement, the Rollover Shareholders desire to waive their right to receive any Merger Consideration with respect to any of the Rollover Shares in exchange for newly issued ordinary shares of Parent (the "Parent Shares");

WHEREAS, in order to induce Parent, Merger Sub and the Company to enter into the Merger Agreement and consummate the transactions contemplated thereby, including the Merger, the Rollover Shareholders are entering into this Agreement; and

WHEREAS, the Rollover Shareholders acknowledge that Parent, Merger Sub and the Company are entering into the Merger Agreement in reliance on the representations, warranties, covenants and other agreements of the Rollover Shareholders set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, Parent and the Rollover Shareholders hereby agree as follows:

1. Cancellation of Rollover Shares. Subject to the conditions set forth herein, immediately prior to the Effective Time and without further action by the Rollover Shareholders, all of the Rollover Shares shall be cancelled at the Closing for no consideration.

2. Issuance of Parent Shares. Parent shall issue Parent Shares in the name of each Rollover Shareholder (or, if designated by such Rollover Shareholder in writing, in the name of an Affiliate of such Rollover Shareholder) in the amount set forth opposite such Rollover Shareholder's name on the signature pages hereunder. Each Rollover Shareholder hereby acknowledges and agrees that (a) delivery of such Parent Shares shall constitute complete satisfaction of all obligations towards or sums due such Rollover Shareholder by Parent with respect to the cancellation of the applicable Rollover Shares, and (b) on receipt of such Parent Shares, such Rollover Shareholder shall have no right to any Merger Consideration with respect to the Rollover Shares contributed to Parent by such Rollover Shareholder.

3. Deposit of Rollover Shares. No later than five (5) Business Days prior to the Closing, the Rollover Shareholders and any agent of the Rollover Shareholders holding certificates evidencing any Rollover Shares shall deliver or cause to be delivered to Parent all certificates representing Rollover Shares in such Persons' possession, (a) duly endorsed for transfer or (b) with executed instruments of transfer of the Rollover Shares, both reasonably acceptable in form to Parent and sufficient to transfer such shares to Parent, for disposition in accordance with the terms of this Agreement (the "Share Documents"). The Share Documents shall be held by Parent or any agent authorized by Parent until immediately prior to the Effective Time.

4. Irrevocable Election.

(a) The execution of this Agreement by the Rollover Shareholders evidences, subject to Section 7, the irrevocable election and agreement by the Rollover Shareholders to contribute their respective Rollover Shares and receive in exchange for Parent Shares on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Shareholder covenants and agrees, severally and not jointly, that from the date hereof until any termination of this Agreement pursuant to Section 7, such Rollover Shareholder shall not, directly or indirectly, (i) tender any Rollover Shares into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, "Transfer"), or enter into any Contract with respect to the Transfer of any Rollover Shares or any right, title or interest thereto or therein (including by operation of Law) except pursuant to this Agreement or the Merger Agreement, (iii) deposit any Rollover Shares into a voting trust or grant any proxy or power of attorney or enter into a voting agreement (other than that certain Voting Agreement of even date herewith by and among Parent and certain holders of Shares (the "Voting Agreement")) with respect to any Rollover Shares, (iv) knowingly take any action that would make any representation or warranty of such Rollover Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Rollover Shareholder from performing any of his, her, or its obligations under this Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer in violation of this paragraph shall be void.

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(b) Each Rollover Shareholder covenants and agrees, severally and not jointly, that (i) such Rollover Shareholder shall promptly (and in any event within twenty-four (24) hours) notify Parent and the Company of any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Shareholder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, if any, after the date hereof, and (ii) such Rollover Shareholder shall not take any action that would make any representation or warranty of such Rollover Shareholder contained herein untrue or incorrect or have or could have the effect of preventing, impeding or interfering with or adversely affecting the performance by such Rollover Shareholder of its/his/her obligations under this Agreement. Any such Shares acquired by a Rollover Shareholder as a result of a share dividend or distribution, share split, share combination, reclassification or exchange shall automatically become subject to the terms of this Agreement, and the information set forth on the signature pages hereunder shall be deemed amended accordingly.

5. Representations and Warranties of the Rollover Shareholders. Each Rollover Shareholder makes the following representations and warranties, severally and not jointly, to Parent, and to each other, each and all of which shall be true and correct as of the date of this Agreement and as of the Closing, and shall survive the execution and delivery of this Agreement:

(a) Ownership of Shares. (i) Such Rollover Shareholder (A) is and will be the beneficial owner of, and has and will have good and valid title to, the Rollover Shares, free and clear of Liens other than as created by this Agreement and the Voting Agreement, and (B) has and will have sole voting power, sole power of disposition, and sole power to demand dissenter's rights (if applicable), in each case with respect to all of the Rollover Shares, with no limitations, qualifications, or restrictions on such rights, subject to applicable Laws and the terms of this Agreement and the Voting Agreement; and (ii) the Rollover Shares are and will not be subject to any voting trust agreement or other contract to which such Rollover Shareholder is a party restricting or otherwise relating to the voting or Transfer of the Rollover Shares other than this Agreement and the Voting Agreement. As of the date hereof, other than the Rollover Shares, such Rollover Shareholder does not own, beneficially or of record, any Shares, securities of the Company, or any direct or indirect interest in any such securities (including by way of derivative securities). Such Rollover Shareholder has not appointed or granted any proxy or power of attorney that will be in effect as of the Closing with respect to any Rollover Shares, except as contemplated by this Agreement or the Voting Agreement.

(b) Standing and Authority. Each Rollover Shareholder has full legal power and capacity to execute and deliver this Agreement and to perform such Rollover Shareholder's obligations hereunder. This Agreement has been duly and validly executed and delivered by such Rollover Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Rollover Shareholder, enforceable against such Rollover Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). If such Rollover Shareholder is married, and any of the Rollover Shares of such Rollover Shareholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover Shareholder's spouse and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Rollover Shareholder's spouse, enforceable against such Rollover Shareholder's spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(c) Consents and Approvals; No Violations. Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of such Rollover Shareholder for the execution, delivery and performance of this Agreement by such Rollover Shareholder or the consummation by such Rollover Shareholder of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by such Rollover Shareholder nor the consummation by such Rollover Shareholder of the transactions contemplated hereby, nor compliance by such Rollover Shareholder with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of any such Rollover Shareholder which is an entity, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on property or assets of such Rollover Shareholder pursuant to any Contract to which such Rollover Shareholder is a party or by which such Rollover Shareholder or any property or asset of such Rollover Shareholder is bound or affected, (C) violate any Judgment applicable to such Rollover Shareholder or any of such Rollover Shareholder's properties or assets, except, with respect to clauses (B) and (C), for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, materially impair the ability of such Rollover Shareholder to perform his, her or its obligations hereunder, or (D) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on such Rollover Shareholder or his, her or its properties or assets.

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(d) Litigation. As of the date hereof, there is no Action pending against such Rollover Shareholder or, to the knowledge of such Rollover Shareholder, any other Person or, to the knowledge of such Rollover Shareholder, threatened against any Rollover Shareholder or any other Person, that restricts or prohibits (or, if successful, would restrict or prohibit) the performance by such Rollover Shareholder of his, her or its obligations under this Agreement.

(e) Reliance. Each Rollover Shareholder understands and acknowledges that Parent, Merger Sub and the Company are entering into the Merger Agreement in reliance upon such Rollover Shareholder's execution and delivery of this Agreement and the representations and warranties of such Rollover Shareholder contained herein.

(f) Receipt of Information. Each Rollover Shareholder has been afforded the opportunity to ask such questions as he, she, or it has deemed necessary, and to receive answers from representatives of Parent concerning the terms and conditions of the transactions contemplated hereby and the merits and risks of owning the Parent Shares. Each Rollover Shareholder acknowledges that he, she or it has been advised to discuss with his, her or its own counsel the meaning and legal consequences of such Rollover Shareholder's representations and warranties in this Agreement and the transactions contemplated hereby.

6. Representations and Warranties of Parent. Parent represents and warrants to each Rollover Shareholder that:

(a) Organization, Standing and Authority. Parent is duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent and, assuming due authorization, execution and delivery by the Rollover Shareholders, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(b) Consents and Approvals; No Violations. Except for the applicable requirements of the Exchange Act and laws of the Cayman Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of Parent for the execution, delivery and performance of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Parent nor the consummation by Parent of the transactions contemplated hereby nor compliance by Parent with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of Parent, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Parent pursuant to, any Contract to which Parent is a party or by which such Parent or any property or asset of Parent is bound or affected, or (C) violate any Judgment applicable to Parent or any of Parent's properties or assets, except, with respect to clauses (B) and (C), for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, materially impair the ability of Parent to perform its obligations hereunder.

(c) Issuance of Parent Shares. The Parent Shares will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Liens, preemptive rights, rights of first refusal, subscription and similar rights.

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7. Termination. This Agreement, and the obligation of the Rollover Shareholders to agree to the cancellation of the Rollover Shares the Rollover Shares, will terminate immediately upon the valid termination of the Merger Agreement in accordance with Article VIII thereof; provided, however, that the Rollover Shareholders shall continue to have liability for breaches of this Agreement occurring prior to the termination of this Agreement. If for any reason the Merger contemplated by the Merger Agreement fails to occur but the deposit of Rollover Shares provided under Section 3 hereof has already taken place, then Parent shall promptly return the Share Documents to the Rollover Shareholders at the address set forth on the signature pages hereunder and take all such actions as are necessary to restore the Rollover Shares to the position he, she or it was in with respect to ownership of the Rollover Shares prior to such deposit.

8. Further Assurances. Each Rollover Shareholder hereby covenants that, from time to time, such Rollover Shareholder will do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, such further acts, conveyances, transfers, assignments, powers of attorney and assurances necessary or as reasonably requested by Parent or the Company, to carry out the provisions of this Agreement.

9. Amendments and Modification. This Agreement may not be amended, altered, supplemented or otherwise modified except upon the execution and delivery of a written agreement executed by each party hereto and the consent of the Company.

10. Waiver. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of a party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by such party.

11. Notices. All notices and other communications hereunder shall be in writing (in the English language) and shall be deemed duly given (a) upon receipt if delivered personally, or if by facsimile, upon confirmation of receipt by facsimile, or if by electronic email transmission (so long as a receipt of such e-mail is requested and received) to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice), (b) one (1) Business Day after being sent by express courier service, or (c) three (3) Business Days after being sent by registered or certified mail, return receipt requested. All notices hereunder shall be delivered to the addresses set forth below or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(i) If to a Rollover Shareholder, in accordance with the contact information set forth next to such Rollover Shareholder's name on the signature pages hereunder.

(ii) If to Parent:

Crouching Tiger Holding Limited

c/o Yantai Jinzheng Eco-Technology Co., Ltd.

1 Ruida Road, Laishan District, Yantai City

Shandong Province 264000

People’s Republic of China

with a copy (which shall not constitute notice) to:

DLA Piper

20th Floor, South Tower Beijing Kerry Center

No.1 Guanghua Road, Chaoyang District

Beijing 100020, PRC

Attention: James Chang, Esq.

Facsimile: +86 10 8520 0700

E-mail: james.chang@dlapiper.com

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12. Entire Agreement. This Agreement (together with the Merger Agreement and the Voting Agreement to the extent referred to in this Agreement) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes all other prior agreements and understandings, both written and oral, among the parties, with respect to the subject matter hereof.

13. Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement, provided, however, that the Company is an express third-party beneficiary of this Agreement and shall be entitled to enforce the terms hereof, including an injunction, temporary restraining order or other equitable relief, to prevent breaches of this letter agreement by the parties hereto, in addition to any other remedy at law or equity.

14. Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of New York, without regard to the conflicts of law principles thereof.

15. Venue. Any Dispute arising out of or relating to this Agreement or its subject matter (including a dispute regarding the existence, validity, formation, effect interpretation, performance or termination of this Agreement shall be finally settled by arbitration. The place of arbitration shall be Hong Kong, and the arbitration shall be administered by the Hong Kong International Arbitration Centre (the "HKIAC") in accordance with the Arbitration Rules of the HKIAC then in force (the "HKIAC Rules"). The arbitration shall be decided by a tribunal of three (3) arbitrators, whose appointment shall be in accordance with the HKIAC Rules. Arbitration proceedings (including but not limited to any arbitral award rendered) shall be in English. Subject to the agreement of the tribunal, any Dispute which arises subsequent to the commencement of arbitration of any existing Dispute shall be resolved by the tribunal already appointed to hear the existing Dispute. The award of the arbitration tribunal shall be final and conclusive and binding upon the parties as from the date rendered. Judgment upon any award may be entered and enforced in any court having jurisdiction over a party or any of its assets. For the purpose of the enforcement of an award, the parties irrevocably and unconditionally submit to the jurisdiction of any competent court and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

16. Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any party without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and permitted assigns.

17. Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each of the parties shall be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such party is entitled at law or in equity. Each party hereby waives (i) any defense in any action for specific performance that a remedy at law would be adequate, and (ii) any requirement under any Law to post security as a prerequisite to obtaining equitable relief.

18. Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of such provision had never been contained herein.

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19. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO TRIAL BY JURY IN ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENTS OR INSTRUMENTS REFERRED TO IN THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE ACTIONS OF EACH OF THE PARTIES IN NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

20. Counterparts. This Agreement may be executed in two or more counterparts, and by facsimile or in .pdf format, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

21. Headings. The section headings in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

22. No Presumption Against Drafting Party. Each of the parties to this Agreement hereby acknowledges that it has been represented by independent counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have signed or have cause this Agreement to be signed by their respective officers or other authorized persons thereunto duly authorised as of the date first written above.

CROUCHING TIGER HOLDING LIMITED
By:	/s/ Li Yuebiao
	Name: Li Yuebiao
	Title:   Director

[Signature Page to Rollover Agreement]

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Shareholder Name	Address	Shares
Li Yuebiao, holding the shares through Tigerwind Group Limited	c/o Yantai Jinzheng Eco-Technology Co., Ltd. 1 Ruida Road, Laishan District, Yantai City, Shandong Province 264000, People’s Republic of China	2,900,000

Tigerwind Group Limited
By:	/s/ Li Yuebiao
	Name: Li Yuebiao
	Title:   Director

Li Yuebiao
By:	/s/ Li Yuebiao
	Name: Li Yuebiao

[Signature Page to Rollover Agreement]

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Shareholder Name	Address	Shares
Zhang Zhuo	c/o Yantai Jinzheng Eco-Technology Co., Ltd. 1 Ruida Road, Laishan District, Yantai City, Shandong Province 264000, People’s Republic of China	1,900,000

Zhang Zhuo
By:	/s/ Zhang Zhuo
	Name: Zhang Zhuo

[Signature Page to Rollover Agreement]

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Shareholder Name	Address	Shares
Sui Xiangqian, holding the shares through Forwater Holdings Limited	No.10, No.137 Sanma Road, Zhifu District, Yantai City, Shandong Province 264000, People’s Republic of China	400,000

Forwater Holdings Limited
By:	/s/ Sui Xiangqian
	Name: Sui Xiangqian
	Title:   Director

Sui Xiangqian
By:	/s/ Sui Xiangqian
	Name: Sui Xiangqian

[Signature Page to Rollover Agreement]

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EX-7.06

EXHIBIT 7.06

Execution Version

VOTING AGREEMENT

VOTING AGREEMENT, dated as of September 29, 2020 (this "Agreement"), by and among CROUCHING TIGER HOLDING LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent"), and certain shareholders of NEWATER TECHNOLOGY INC., a business company with limited liability incorporated under the laws of the British Virgin Islands (the "Company") listed on Appendix 2 of the Merger Agreement and the signature pages hereunder (each, a "Shareholder" and collectively, the "Shareholders"). Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement (as defined below).

WITNESSETH:

WHEREAS, Parent, GREEN FOREST HOLDING LIMITED, a business company with limited liability incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Parent ("Merger Sub"), and the Company are concurrently herewith entering into an Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified, the "Merger Agreement"), pursuant to which at the effective time under the Merger Agreement (the "Effective Time"), Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity and a wholly owned subsidiary of Parent (the "Merger");

WHEREAS, as of the date hereof, each Shareholder Beneficially Owns the Shareholder Existing Shares (each such term as hereinafter defined); and

WHEREAS, concurrently with entering into the Merger Agreement, each Shareholder has agreed to enter into this Agreement, pursuant to which such Shareholder is agreeing, among other things, to vote all of the Securities (as hereinafter defined) it Beneficially Owns in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

Section 1. Certain Definitions. For the purposes of this Agreement:

(a) "Beneficially Own" or "Beneficial Ownership" with respect to any securities means having "beneficial ownership" of such securities as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

(b) "Securities" means the Shareholder Existing Shares together with any Shares and other securities of the Company which the Shareholder and/or any of his, her or its Affiliates acquires Beneficial Ownership of after the date hereof and prior to the termination of this Agreement whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution, split-up, recapitalization, combination, exchange of shares or the like, gift, bequest, inheritance or as a successor in interest in any capacity or otherwise.

(c) "Shareholder Existing Shares" means the Shares as set forth on the signature pages hereunder. In the event of a stock dividend or distribution, or any change in the Shares by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or the like other than pursuant to the Merger, the term "Shareholder Existing Shares" will be deemed to refer to and include all such stock dividends and distributions and any shares into which or for which any or all of the Shareholder Existing Shares may be changed or exchanged as well as the Shareholder Existing Shares that remain.

Section 2. Representations and Warranties of Shareholder. Each Shareholder, severally and not jointly, hereby represents and warrants to Parent as follows:

(a) Ownership of Shares. As of the date hereof and at all times prior to the termination of this Agreement, such Shareholder Beneficially Owns (and will Beneficially Own, unless any Shareholder Existing Shares are transferred pursuant to Section 6(a) hereof, and have good and valid title to) the Shareholder Existing Shares set forth opposite such Shareholder's name on the signature pages hereunder. Such Shareholder has and will have at all times through the termination of this Agreement sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 7 hereof, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to the Shareholder Existing Shares set forth opposite such Shareholder's name on the signature pages hereunder, with no limitations, qualifications or restrictions on such power, subject to applicable securities laws and the terms of this Agreement. As of the date hereof, neither such Shareholder nor any of his, her or its Affiliates Beneficially Owns any Securities other than the Shareholder Existing Shares set forth opposite such Shareholder's name on the signature pages hereunder. None of the Shareholder Existing Shares of such Shareholder is the subject of any commitment, undertaking or agreement, contingent or otherwise, the terms of which relate to or could give rise to the transfer of any Shareholder Existing Shares or would affect in any way the ability of such Shareholder to perform his, her or its obligations as set out in this Agreement. Such Shareholder has not appointed or granted any proxy inconsistent with this Agreement with respect to the Securities.

(b) Power; Binding Agreement; Authority. Such Shareholder has the legal capacity and authority to enter into this Agreement and to perform all of his, her or its obligations under this Agreement. This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. Such Shareholder has the requisite power to agree to all of the matters set forth in this Agreement with respect to the Securities he or she Beneficially Owns and the full authority to vote, transfer and hold all the Securities Beneficially Owns, with no limitations, qualifications or restrictions on such power, subject to applicable securities laws and the terms of this Agreement.

(c) No Conflicts. None of the execution and delivery of this Agreement by such Shareholder, the consummation by such Shareholder of any of the transactions contemplated hereby or compliance by such Shareholder with any of the provisions hereof (i) violates any Law applicable to such Shareholder or any of such Shareholder's properties or assets, (ii) results in or constitutes (with or without notice or lapse of time or both) any breach of or default under, or result in the creation of any lien or encumbrance or restriction on, such Shareholder or any of the Securities of such Shareholder, including pursuant to, any Contract to which such Shareholder is a party or by which the Securities of such Shareholder is bound or (iii) except for the requirements of the Exchange Act, requires any filing with, or permit, authorization, consent or approval of, any Governmental Entity, except, with respect to clauses (i) through (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, materially impair the ability of such Shareholder to perform his, her or its obligations hereunder. There is no beneficiary, trustee or holder of a voting trust certificate or other interest in such Shareholder whose consent is required for the execution and delivery of this Agreement or the performance by such Shareholder of the obligations hereunder.

(d) No Encumbrance. Except as permitted by this Agreement, such Shareholder Existing Shares are now and at all times during the term hereof will be, and the Securities acquired by such Shareholder prior to the termination of this Agreement will be, free and clear of all Liens, except for any such Liens arising hereunder or under applicable federal and state securities laws and/or Liens that are not material to the performance of any of its obligations under this Agreement by such Shareholder.

(e) No Litigation. There is no Action outstanding, pending or, to the knowledge of such Shareholder, threatened against or affecting such Shareholder or the Securities of such Shareholder at law or in equity before or by any Governmental Entity or any other Person that would reasonably be expected to materially impair the ability of such Shareholder to perform his, her or its obligations hereunder.

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(f) Opportunity to Review; Reliance. Such Shareholder has had the opportunity to review the Merger Agreement and this Agreement with counsel of his, her or its own choosing. Such Shareholder understands and acknowledges that Parent, Merger Sub, and the Company are entering into the Merger Agreement in reliance upon the execution, delivery and performance of this Agreement and such Shareholder's representations, warranties and covenants hereunder.

Section 3. Representations and Warranties of Parent.

(a) Parent hereby represents and warrants to each Shareholder that:

(i) Power; Binding Agreement. Parent has the corporate power and authority to enter into and perform all of its obligations under this Agreement. This Agreement has been duly and validly executed and delivered by Parent and constitutes a valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.

(ii) No Conflicts. None of the execution and delivery of this Agreement by Parent, the consummation by Parent of any of the transactions contemplated hereby or compliance by Parent with any of the provisions hereof (i) conflicts with, or results in any breach of, any provision of the memorandum and articles of association or other constitutional documents of Parent, (ii) violates any Law applicable to Parent, any of its subsidiaries or any of their respective properties or assets or (iii) except for the requirements of the Exchange Act, requires any filing with, or permit, authorization, consent or approval of, any Governmental Entity, except in the case of clauses (ii) and (iii) where such violations or failures to make or obtain any filing with, or permit, authorization, consent or approval of, any Governmental Entity would not, individually or in the aggregate, materially impair the ability of Parent to perform this Agreement.

Section 4. Disclosure. Unless required by law or legal process, each Shareholder shall not, and shall cause his, her or its Affiliates and representatives not to, make any press release, public announcement or other public communication that criticizes or disparages this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, without the prior written consent of Parent and the Company. Each Shareholder (a) consents to and authorizes the publication and disclosure by Parent and the Company of such Shareholder's identity and ownership of the Securities and the existence and terms of this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that Parent or the Company reasonably determines in its good faith judgment is required to be disclosed by Law (including the rules and regulations of the SEC) in any press release, any Current Report on Form 6-K, the Proxy Statement, the Schedule 13E-3 and any other disclosure document in connection with the Merger Agreement and any filings with or notices to any Governmental Entity in connection with the Merger Agreement (or the transactions contemplated thereby) and (b) agrees promptly to give to Parent and Company any information it may reasonably request for the preparation of any such documents.

Section 5. Additional Securities. Each Shareholder hereby agrees that, during the period commencing on the date hereof and continuing until this Agreement is terminated in accordance with its terms, such Shareholder shall promptly (and in any event within twenty-four (24) hours) notify Parent and the Company of the number of any additional Securities acquired by such Shareholder after the date hereof.

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Section 6. Transfer and Other Restrictions. Prior to the termination of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees not to, and to cause each of his, her or its Affiliates not to, directly or indirectly:

(a) except pursuant to the terms of the Merger Agreement or the Rollover Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, "transfer"), any or all of the Securities he, she or it Beneficially Owns or any interest therein, (i) except as provided in Section 7 hereof or (ii) unless each Person to which any of such Securities he, she or it Beneficially Owns (or any interest in any of such Securities) is or may be transferred shall have: (A) executed a counterpart of this Agreement and (B) agreed in writing to hold such Securities (or interest in such Securities) subject to all of the terms and provisions of this Agreement;

(b) grant any proxy or power of attorney with respect to any of the Securities he, she or it Beneficially Owns, or deposit any of the Securities he, she or it Beneficially Owns into a voting trust or enter into a voting agreement or arrangement with respect to any such Securities except as provided in this Agreement; or

(c) take any other action that would prevent or materially impair such Shareholder from performing any of his, her or its obligations under this Agreement or that would make any representation or warranty of such Shareholder hereunder untrue or incorrect or have the effect of preventing or materially impairing the performance by such Shareholder of any of his, her or its obligations under this Agreement or that is intended, or would reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company, Parent or Merger Sub of their respective obligations under the Merger Agreement or by any Shareholder of his, her or its obligations under this Agreement.

Any purported transfer in violation of this Section 6 shall be null and void.

Section 7. Voting of the Shares. Each Shareholder hereby irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing unless and until termination of this Agreement in accordance with its terms or the Company Board (at the direction of the Independent Committee) or the Independent Committee has made a Company Adverse Recommendation in accordance with terms of the Merger Agreement, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of the Shares, however called, each Shareholder and each of his, her or its Affiliates that acquires Beneficial Ownership of any Securities will appear at such meeting or otherwise cause the Securities to be counted as present thereat for purposes of establishing a quorum and vote (or cause to be voted) the Securities (i) in favor of the approval of the Merger Agreement and the approval of other actions contemplated by the Merger Agreement and any actions required in furtherance thereof, (ii) in favor of any matters necessary for the consummation of the transactions contemplated by the Merger Agreement, (iii) against the approval of any Acquisition Proposal or the approval of any other action contemplated by an Acquisition Proposal, (iv) against any action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interface with, delay or postpone, discourage or adversely affect the Merger Agreement or the transaction contemplated thereby, and (v) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or other obligation or agreement of the Company contained in the Merger Agreement, or of any Shareholder contained in this Agreement.

Section 8. Proxy Card. Each Shareholder hereby irrevocably appoints Parent and any designee thereof as its proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written consent, if applicable) the Securities in accordance with Section 7 at the Shareholders' Meeting. Each Shareholder hereby represents that all proxies, powers of attorney, instructions or other requests given by such Shareholder prior to the execution of this Agreement in respect of the voting of such Shareholder's Securities, if any, are not irrevocable and such Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Shareholder's Securities. Each Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 8 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and is intended to be irrevocable prior to the termination of this Agreement in accordance with its terms. If for any reason the proxy granted herein is not irrevocable, then each Shareholder agrees to vote such Shareholder’s Securities in accordance with Section 7 above.

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Section 9. Termination. This Agreement shall terminate on the earliest to occur of: (a) termination of the Merger Agreement in accordance with its terms, (b) delivery of a written agreement of Parent and the Company (at the direction of the Independent Committee) to terminate this Agreement and (c) the Effective Time; provided, that the provisions set forth in Section 4 and Section 10 shall survive the termination of this Agreement; provided, further, that any liability incurred by any party hereto as a result of a breach of a term or condition of this Agreement prior to such termination shall survive the termination of this Agreement.

Section 10. Miscellaneous.

(a) Entire Agreement. This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes all other prior agreements and understandings, both written and oral, among the parties, with respect to the subject matter hereof.

(b) Successors and Assigns. This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other parties hereto. This Agreement shall be binding upon, inure to the benefit of and be enforceable by each party, and each party's respective heirs, beneficiaries, executors, representatives, successors and assigns.

(c) Amendment; Modification and Waiver. This Agreement may not be amended, altered, supplemented or otherwise modified or terminated except (i) upon the execution and delivery of a written agreement executed by (A) each Shareholder, (B) Parent and (C) the Company, but only upon the approval of the Independent Committee, or (ii) permitted under Section 9.

(d) No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Company any direct or indirect ownership or incident of ownership of or with respect to any Securities. All rights, ownership and economic benefits of and relating to the Securities shall remain vested in and belong to each Shareholder and his, her or its respective Affiliates, if any.

(e) Interpretation. When a reference is made in this Agreement to sections or subsections, such reference shall be to a section or subsection of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." The words "herein," "hereof," "hereunder" and words of similar import shall be deemed to refer to this Agreement as a whole, including any schedules and exhibits hereto, and not to any particular provision of this Agreement. Any pronoun shall include the corresponding masculine, feminine and neuter forms. References to "party" or "parties" in this Agreement means each Shareholder and Parent. References to "US dollar," "dollars," "US$" or "$" in this Agreement are to the lawful currency of the United States of America.

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(f) Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing (in the English language) and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile, by registered or certified mail (postage prepaid, return receipt requested) or by electronic email transmission (so long as a receipt of such e-mail is requested and received) to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(i) if to a Shareholder to such Shareholder in accordance with the contact information set forth next to such Shareholder's name on the signature pages hereunder.

(ii) if to Parent, to:

Crouching Tiger Holding Limited

c/o Yantai Jinzheng Eco-Technology Co., Ltd.

1 Ruida Road, Laishan District, Yantai City

Shandong Province 264000

People’s Republic of China

with a copy (which shall not constitute notice) to:

DLA Piper

20th Floor, South Tower Beijing Kerry Center

No. 1 Guanghua Road, Chaoyang District

Beijing 100020, PRC

Attention: James Chang, Esq.

Facsimile: +86 10 8520 0700

E-mail: james.chang@dlapiper.com

(g) Severability. In the event that any provision of this Agreement or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

(h) Other Remedies; Specific Performance. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. No failure or delay on the part of any party hereto in the exercise of any right hereunder will impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor will any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached or threatened to be breached. Accordingly, each of the parties shall be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any State of New York or United States federal court sitting in the Borough of Manhattan, the City of New York, this being in addition to any other remedy to which such party is entitled at law or in equity. Each party hereby waives (i) any defense in any action for specific performance that a remedy at law would be adequate, and (ii) any requirement under any Law to post security as a prerequisite to obtaining equitable relief to which they are entitled at law or in equity, without the requirement to post bond or other security.

(i) No Survival. None of the representations, warranties, covenants and agreements made in this Agreement shall survive the termination of the Agreement in accordance with its terms, except for the agreements in Section 4 and this Section 10.

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(j) No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement, provided, however, that the Company is an express third-party beneficiary of this Agreement and shall be entitled to enforce the terms hereof, including an injunction, temporary restraining order or other equitable relief, to prevent breaches of this Agreement by the parties hereto, in addition to any other remedy at law or equity.

(k) Governing Law. This Agreement shall be governed and construed in accordance with the Laws of the State of New York, without regard to any applicable conflicts of law principles.

(l) Jurisdiction. The parties agree that any Action brought by any party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any State of New York or United States federal court sitting in the Borough of Manhattan, the City of New York. Each of the parties submits to the jurisdiction of any such court in any Action seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby, and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such Action. Each party irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such Action in any such court or that any such Action brought in any such court has been brought in an inconvenient forum.

(m) Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO TRIAL BY JURY IN ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENTS OR INSTRUMENTS REFERRED TO IN THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE ACTIONS OF EACH OF THE PARTIES IN NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

(n) Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses.

(o) Counterparts. This Agreement may be executed in one or more counterparts, and by facsimile or .pdf format, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart; provided, however, that if any Shareholder fails for any reason to execute, or perform its obligations under, this Agreement, this Agreement shall remain effective as to all parties executing this Agreement.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have signed or have cause this Agreement to be signed by their respective officers or other authorized persons thereunto duly authorised as of the date first written above.

CROUCHING TIGER HOLDING LIMITED
By:	/s/ Li Yuebiao
	Name: Li Yuebiao
	Title: Director

[Signature Page to Voting Agreement]

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Shareholder Name	Address	Shares
Li Yuebiao, holding the shares through Tigerwind Group Limited	c/o Yantai Jinzheng Eco-Technology Co., Ltd. 1 Ruida Road, Laishan District, Yantai City, Shandong Province 264000, People’s Republic of China	2,900,000

Tigerwind Group Limited
By:	/s/ Li Yuebiao
	Name: Li Yuebiao
	Title: Director

Li Yuebiao
By:	/s/ Li Yuebiao
	Name: Li Yuebiao

[Signature Page to Voting Agreement]

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Shareholder Name	Address	Shares
Zhang Zhuo	c/o Yantai Jinzheng Eco-Technology Co., Ltd. 1 Ruida Road, Laishan District, Yantai City, Shandong Province 264000, People’s Republic of China	1,900,000

Zhang Zhuo
By:	/s/ Zhang Zhuo
	Name: Zhang Zhuo

[Signature Page to Voting Agreement]

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Shareholder Name	Address	Shares
Sui Xiangqian, holding the shares through Forwater Holdings Limited	No.10, No.137 Sanma Road, Zhifu District, Yantai City, Shandong Province 264000, People’s Republic of China	400,000

Forwater Holdings Limited
By:	/s/ Sui Xiangqian
	Name: Sui Xiangqian
	Title: Director

Sui Xiangqian
By:	/s/ Sui Xiangqian
	Name: Sui Xiangqian

[Signature Page to Voting Agreement]

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EX-7.07

EXHIBIT 7.07

Execution Version

LIMITED GUARANTEE

This LIMITED GUARANTEE, dated as of September 29, 2020 (this “Limited Guarantee”), by Mr. Li Yuebiao and Ms. Zhang Zhuo (collectively, the “Guarantors”, and each, a “Guarantor”), in favor of NEWATER TECHNOLOGY, INC., a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Guaranteed Party”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).

1. LIMITED GUARANTEE.   (a) To induce the Guaranteed Party to enter into an Agreement and Plan of Merger, dated as of the date of this Limited Guarantee (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among CROUCHING TIGER HOLDING LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), GREEN FOREST HOLDING LIMITED, a business company with limited liability incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Parent (“Merger Sub”) and the Guaranteed Party pursuant to which Merger Sub will merge with and into the Guaranteed Party, with the Guaranteed Party surviving the merger as a wholly owned subsidiary of Parent, each Guarantor, intending to be legally bound, hereby absolutely, unconditionally, and irrevocably guarantees to the Guaranteed Party, severally but not jointly, as a primary obligor and not merely as a surety, the due and punctual payment, performance and discharge as and when due of the payment obligations of Parent with respect to the payment of such Guarantor’s respective Pro Rata Percentage (as defined in Section 16 below) of (i) the total Tier I Parent Termination Fee pursuant to Section 8.3(b) of the Merger Agreement and the total Tier II Parent Termination Fee pursuant to Section 8.3(c) of the Merger Agreement; and (ii) the total reimbursable expenses pursuant to Section 8.3(d) of the Merger Agreement (collectively, the “Guaranteed Obligations”); provided that, notwithstanding anything to the contrary contained in this Limited Guarantee, in no event shall any Guarantor’s aggregate liability under this Limited Guarantee (exclusive of reimbursement of expenses and any other obligations, if applicable, pursuant to Section 1(b) hereof) exceed such Guarantor’s Pro Rata Percentage of the Guaranteed Obligations (the “Pro Rata Maximum Amount”). This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Each Guarantor shall make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind, except as expressly provided in this Limited Guarantee. Each Guarantor acknowledges that the Guaranteed Party entered into the transactions contemplated by the Merger Agreement in reliance on this Limited Guarantee.

(b) If Parent fails to fully and timely discharge any of the Guaranteed Obligations when due, then all of the Guarantors’ liabilities and obligations to the Guaranteed Party hereunder in respect of the Guaranteed Obligations shall, on demand, become immediately due and payable and each Guarantor hereby agrees to promptly fully perform and discharge, or to cause to be promptly fully performed or discharged, any such Guaranteed Obligations (subject to such Guarantor’s respective Pro Rata Maximum Amount, to the extent applicable). In furtherance of the foregoing, each Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against any Guarantor for the full amount of the Guaranteed Obligations (subject to such Guarantor’s respective Pro Rata Maximum Amount, to the extent applicable), regardless of whether any action is brought against Parent, Merger Sub or any other Guarantor. Each Guarantor severally agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, which amounts, if paid, will be in addition to the Guaranteed Obligations and not included within a determination of such Guarantor’s respective Pro Rata Maximum Amount, if (i) any Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) any Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that such Guarantor is required to make such payment hereunder.

(c) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Limited Guarantee were not performed in accordance with its specific terms or were otherwise breached, and further agree that the Guaranteed Party shall be entitled to an injunction, specific performance and other equitable relief against the Guarantors to prevent breaches of this Limited Guarantee and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which it is entitled at law or in equity, and shall not be required to provide any bond or other security in connection with any such order or injunction. Each Guarantor further agrees not to oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (i) the Guaranteed Party has an adequate remedy at law or (ii) an award of an injunction, specific performance or other equitable relief is not an appropriate remedy for any reason at law or equity (collectively, the “Prohibited Defenses”).

2. NATURE OF GUARANTEE. The Guaranteed Party shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect each Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantors shall remain liable hereunder with respect to such Guaranteed Obligations as if such payment had not been made (subject to such Guarantor’s respective Pro Rata Maximum Amount, to the extent applicable). This Limited Guarantee is an unconditional guarantee of payment and not of collectability, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantors hereunder or to pursue any other remedy in the Guaranteed Party’s power whatsoever. Subject to the terms hereof, each Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub. Each Guarantor reserves the right to assert as a defense to such payment by the Guarantors under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have with respect to payment of any Guaranteed Obligations under the Merger Agreement, other than defenses arising from bankruptcy or insolvency or Parent or Merger Sub and other defenses expressly waived herein.

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3. CHANGES IN GUARANTEED OBLIGATIONS, CERTAIN WAIVERS.  Each Guarantor agrees that the Guaranteed Party may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantors, extend the time of performance of any of the Guaranteed Obligations, and may also make any agreement with Parent, Merger Sub or with any other Person interested in the transactions contemplated by the Merger Agreement, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent, Merger Sub or such other Person without in any way impairing or affecting the Guarantors’ obligations under this Limited Guarantee or affecting the validity or enforceability of this Limited Guarantee. Each Guarantor agrees that his/her obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure or delay of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub, any other Guarantor, or any other Person interested in the transactions contemplated by the Merger Agreement; (b) any change in the time, place or manner of payment of any of the Guaranteed Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms of the Merger Agreement or any other agreement evidencing, securing or otherwise executed by Parent, Merger Sub and the Guaranteed Party in connection with any of the Guaranteed Obligations; (c) the addition, substitution, any legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantors with respect to the Guaranteed Obligations as a result of payment in full of the Guaranteed Obligations in accordance with their terms, a discharge or release of Parent with respect to the Guaranteed Obligations under the Merger Agreement, or as a result of defenses to the payment of the Guaranteed Obligations that would be available to Parent under the Merger Agreement) of the Guarantors or any Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (d) any change in the limited partnership, limited liability company, corporate or other existence, structure or ownership of Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (e) the existence of any claim, set-off, judgment or other right which any Guarantor may have at any time against Parent, Merger Sub or the Guaranteed Party or any of their respective Affiliates, whether in connection with the Guaranteed Obligations or otherwise; (f) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Guaranteed Obligations; (g) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (h) any lack of authority of any officer, director or any other Person acting or purporting to act on behalf of Parent or Merger Sub, or any defect in the formation of Parent or Merger Sub; (i) any act or omission by Parent or Merger Sub which directly or indirectly results in or aids in the discharge or release of Parent or Merger Sub or any portion of the Guaranteed Obligations by operation of Law or otherwise; or (j) any lack of validity or enforceability of the Merger Agreement or of any other agreement or instrument referred to therein. To the fullest extent permitted by Law, each Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Guaranteed Party. Each Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Guaranteed Obligations and all other notices of any kind (other than notices required to be provided to Parent and Merger Sub under the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than defenses to the payment of the Guaranteed Obligations (x) that are available to Parent or Merger Sub under the Merger Agreement, (y) in respect of a material breach by the Guaranteed Party of this Limited Guarantee or (z) in respect of fraud or willful misconduct of the Guaranteed Party or any of its Affiliates in connection with the Merger Agreement or this Limited Guarantee, including, without limitation, any event, condition or circumstance that might be construed to constitute, an equitable or legal discharge of each Guarantor’s obligations hereunder.). Each Guarantor acknowledges that he or she will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. Each Guarantor hereby covenants and agrees that he or she shall not institute, directly or indirectly, and shall cause his or her Affiliates not to institute, directly or indirectly, any proceeding asserting or asserting as a defense in any proceeding, (i) the Prohibited Defenses or, (ii) subject to (x) the effects of insolvency, bankruptcy, reorganization or other similar proceedings and (y) general equitable principles (whether considered in a proceeding in equity or at law), that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause all of its Affiliates not to institute, any proceeding or bring any other claim (whether in tort, contract or otherwise) arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby against any Guarantor or any Non-Recourse Party (as defined below), except for (1) claims against any Guarantor under this Limited Guarantee (subject to the limitations contained herein), (2) claims against Parent and Merger Sub to the extent permitted by the Merger Agreement (subject to the limitations contained therein), (3) claims seeking the Equity Financing to be funded to effect the consummation of the Merger, and (4) claims against the Rollover Shareholders pursuant to the terms of the Rollover Agreement and the Voting Agreement. The Guaranteed Party hereby agrees that to the extent Parent or Merger Sub is indefeasibly relieved of all or a portion of its payment obligations under the Merger Agreement (other than any discharge or release arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses waived hereby), each Guarantor shall be similarly relieved of his or her Guaranteed Obligations under this Limited Guarantee.

4. NO WAIVER; CUMULATIVE RIGHTS.  No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder or under the Merger Agreement shall operate as a waiver thereof, nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by Law or other contracts shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time subject to the terms and provisions hereof. The Guaranteed Party shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Guaranteed Party’s rights against Parent or Merger Sub or any other Person now or hereafter liable for any Guaranteed Obligations or interested in the transactions contemplated by the Merger Agreement prior to proceeding against any Guarantor hereunder, and the failure by the Guaranteed Party to pursue rights or remedies against Parent, Merger Sub or any other Guarantor shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Party.

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5. NO SUBROGATION.  Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that such Guarantor may now have or hereafter acquire against Parent or Merger Sub with respect to any of the Guaranteed Obligations that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under or in respect of this Limited Guarantee (subject to such Guarantor’s Pro Rata Maximum Amount, to the extent applicable), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all amounts payable by such Guarantor under this Limited Guarantee (which shall be subject to such Guarantor’s Pro Rata Maximum Amount, to the extent applicable) shall have been paid in full in immediately available funds. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the satisfaction in full of all amounts payable by such Guarantor under this Limited Guarantee (which shall be subject to such Guarantor’s Pro Rata Maximum Amount, to the extent applicable), such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied against all amounts payable by such Guarantor under this Limited Guarantee.

6. REPRESENTATIONS AND WARRANTIES.  Each Guarantor hereby represents and warrants that:

(a) such Guarantor is a resident of PRC and has the requisite capacity to execute, deliver and perform this Limited Guarantee;

(b) the execution and delivery of, and the performance under, this Limited Guarantee by such Guarantor (i) does not and will not violate any applicable Law, judgment or order binding on such Guarantor, (ii) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Limited Guarantee by such Guarantor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Limited Guarantee by such Guarantor, (iii) does not and will not cause any Liens to be created or imposed upon any of such Guarantor’s assets or property or (iv) violate, conflict with, require consent under, or result in the breach of or loss of benefit under, or constitute a default under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration under, any of the Contracts to which such Guarantor is a party or by which he/she or any of his/her property is or may be bound or affected;

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(c) this Limited Guarantee constitutes a legal, valid and binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and

(d) such Guarantor has the financial capacity to pay and perform his or her obligations under this Limited Guarantee in full, and all funds necessary for the Guarantor to fulfill his or her obligations under this Limited Guarantee shall be available to the Guarantor for so long as this Limited Guarantee shall remain in effect in accordance with Section 9 hereof.

7. NO ASSIGNMENT.  The provisions of this Limited Guarantee shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this Limited Guarantee nor any rights, interests or obligations hereunder shall be assigned by either party hereto (whether by operation of Law or otherwise) without the prior written consent of the other party; provided that no assignment by either party shall relieve the assigning party of any of its obligations hereunder. Any purported assignment in violation of this Limited Guarantee will be null and void.

8. NOTICES. All notices, requests, claims, demands and other communications under this Limited Guarantee shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) upon confirmation of receipt after transmittal by email or facsimile (to such number specified below or another number or numbers as such party may subsequently specify by proper notice under this Limited Guarantee), with a confirmatory copy to be sent by overnight courier, and (c) on the next Business Day when sent by national overnight courier, in each case to the respective parties and accompanied by a copy sent by email (which copy shall not constitute notice) at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8):

(a) If to the Guarantors:

Mr. Li Yuebiao and Ms. Zhang Zhuo

c/o Yantai Jinzheng Eco-Technology Co., Ltd.

1 Ruida Road, Laishan District, Yantai City

Shandong Province 264000

People’s Republic of China

+(86) 13953558666

with a copy to (which copy shall not constitute notice):

DLA Piper
20^th Floor, South Tower Beijing Kerry Center
No.1 Guanghua Road, Chaoyang District
Beijing 100020, PRC
Attention: James Chang, Esq.
Facsimile: +86 10 8520 0700
Email: james.chang@dlapiper.com

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(b) If to the Guaranteed Party:

NEWATER TECHNOLOGY, INC.

c/o Yantai Jinzheng Eco-Technology Co., Ltd.

1 Ruida Road, Laishan District, Yantai City

Shandong Province 264003, PRC

with a copy to (which copy shall not constitute notice):

MagStone Law, LLP

1001 Avenue of the Americas, Suite 1105

New York, NY 10018, USA

Attention: Yue Li, Esq.

Facsimile: +1 (917) 732-7691

Email: markli@magstonelaw.com

9. CONTINUING GUARANTEE.  This Limited Guarantee shall remain in full force and effect and shall be binding on each Guarantor, his or her successors and assigns until all of the Guaranteed Obligations have been fully performed. Notwithstanding the foregoing, this Limited Guarantee shall terminate and each Guarantor shall have no further obligations under this Limited Guarantee as of the earliest of: (i) the Effective Time, if the Closing occurs, (ii) the payment in full of the Guaranteed Obligations; and (iii) the date falling six (6) months from the date of the termination of the Merger Agreement in accordance with its terms if the Guaranteed Party has not presented a bona fide written claim for payment of any Guaranteed Obligation to any Guarantor by such date; provided that if the Guaranteed Party has presented such a bona fide written claim by such date, this Limited Guarantee shall terminate upon the date that such claim is finally resolved and payment in full of any amounts required to be paid in respect of such final resolution. If any payment or payments made by Parent or Merger Sub, or any part thereof, are subsequently invalidated, declared to be fraudulent or preferential, set aside or are required to be repaid to a trustee, receiver or any other person under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or payments, the Guaranteed Obligations or part thereof hereunder intended to be satisfied shall be revived and continued in full force and effect as if said payment or payments had not been made.

10. NO RECOURSE. Each Guarantor shall have no obligations under or in connection with this Limited Guarantee except as expressly provided by this Limited Guarantee. No liability shall attach to, and no recourse shall be had by the Guaranteed Party, any of its Affiliates or any Person purporting to claim by or through any of them or for the benefit of any of them, under any theory of liability (including, without limitation, by attempting to pierce a corporate or other veil or by attempting to compel any party to enforce any actual or purported right that they may have against any Person) against any former, current or future equity holders, controlling Person, directors, officers, employees, agents, general or limited partners, managers, members or Affiliates of any of Guarantor, Merger Sub or Parent, or any former, current or future equity holders, controlling Persons, directors, officers, employees, agents, general or limited partners, managers, members or Affiliates of any of the foregoing, excluding however the Guarantors, Parent, Merger Sub, Rollover Shareholders and their respective successors and assigns (each, a “Non-Recourse Party”, and collectively, the “Non-Recourse Parties”) in any way under or in connection with this Limited Guarantee, the Merger Agreement, any other agreement or instrument executed or delivered in connection with this Limited Guarantee or the Merger Agreement or the transactions contemplated hereby or thereby, except for claims (i) against the Guarantors and their respective successors and assignees under and to the extent provided in this Limited Guarantee, the Share Subscription Agreement, and the Rollover Agreement, in each case, pursuant to the terms thereof, (ii) against Parent or Merger Sub under and to the extent provided in the Merger Agreement, and (iii) against Parent and the Rollover Shareholders under and to the extent provided in the Voting Agreement and the Rollover Agreement (the claims described in clauses (i) through (iii), collectively, the “Retained Claims”).

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11. GOVERNING LAW; JURISDICTION. This Limited Guarantee shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflict of Law principles thereof that would subject such matter to the Laws of another jurisdiction. Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “Rules”) in force at the relevant time and as may be amended by this Section 11. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

(b) Notwithstanding the foregoing, the parties hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 11, any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Limited Guarantee is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 11(b) is only applicable to the seeking of interim injunctions and does not otherwise restrict the application of Section 11(a) in any way.

12. COUNTERPARTS. This Limited Guarantee may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, but all such counterparts shall together constitute one and the same agreement. This Limited Guarantee may be executed and delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, and in the event this Limited Guarantee is so executed and delivered, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

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13. SEVERABILITY. The provisions of this Limited Guarantee shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Limited Guarantee or the application thereof to any Person or any circumstance is determined to be invalid, illegal, void or unenforceable, the remaining provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party; provided, however, that this Limited Guarantee may not be enforced against any Guarantor without giving effect to such Guarantor’s Pro Rata Maximum Amount, to the extent applicable, or the provisions set forth in Section 10 hereof. Upon such determination that any provision or the application thereof is invalid, illegal, void or unenforceable, the parties hereto shall negotiate in good faith to modify this Limited Guarantee so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner so that the transactions contemplated hereby are consummated as originally contemplated to the fullest extent permitted by applicable Law.

14. NO THIRD PARTY BENEFICIARIES. This Limited Guarantee shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns, and nothing express or implied in this Limited Guarantee is intended to, or shall, confer upon any other Person any benefits, rights or remedies under or by reason of, or any rights to enforce or cause the Guaranteed Party to enforce, the obligations set forth herein.

15. AMENDMENTS AND WAIVERS. No amendment or waiver of any provision of this Limited Guarantee will be valid and binding unless it is in writing and signed, in the case of an amendment, by each Guarantor and the Guaranteed Party, or in the case of waiver, by the party against whom the waiver is to be effective. No waiver by any party of any breach or violation of, or default under, this Limited Guarantee, whether intentional or not, will be deemed to extend to any prior or subsequent breach, violation or default hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

16. SEVERAL LIABILITY. Notwithstanding anything to the contrary contained in this Limited Guarantee, the liability of each Guarantor hereunder shall be several but not joint, based upon its respective percentage as set forth opposite such Guarantor’s name below (“Pro Rata Percentage”).

Guarantor	Pro Rata Percentage
Mr. Yuebiao Li		60	%
Mr. Zhuo Zhang		40	%

17. MISCELLANEOUS. 

(a) This Limited Guarantee, together with the Merger Agreement (including any schedules and exhibits thereto), constitutes the entire agreement with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral, among Parent, Merger Sub and the Guarantors or any of their respective Affiliates on the one hand, and the Guaranteed Party or any of its Affiliates on the other hand.

(b) The descriptive headings contained in this Limited Guarantee are for reference purposes only and shall not affect in any way the meaning or interpretation of this Limited Guarantee.

(c) All parties acknowledge that each party and its counsel have reviewed this Limited Guarantee and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Limited Guarantee.

[The remainder of this page is left blank intentionally]

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IN WITNESS WHEREOF, the Guaranteed Party has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.

NEWATER TECHNOLOGY, INC.
By:	/s/ Zhicun Chen
Name:	Zhicun Chen
Title:	Director

[Signature Page to Limited Guarantee]

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IN WITNESS WHEREOF, the Guarantors have executed and delivered this Limited Guarantee as of the date first written above.

Li Yuebiao
By:	/s/ Li Yuebiao

Zhang Zhuo
By:	/s/ Zhang Zhuo

[Signature Page to Limited Guarantee]

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