Securities code: 002684 securities abbreviation: Dynavolt Renewable Energy Technology (Henan) Co.Ltd(002684) Announcement No.: 2022-016 Lion New Energy Technology (Henan) Co., Ltd
Reply announcement on the letter of concern of Shenzhen Stock Exchange
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Lion New Energy Technology (Henan) Co., Ltd. (hereinafter referred to as "the company" or "lion technology") was established on January 6, 2022, January 11, 2022 On January 24, 2022, we received the letter of concern for Mengshi new energy technology (Henan) Co., Ltd. (company department concern letter [2022] No. 6) (hereinafter referred to as "No. 6 concern letter") issued by the second Department of management of listed companies of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange") "Letter of concern about Lion New Energy Technology (Henan) Co., Ltd." (company department concern letter [2022] No. 9) (hereinafter referred to as "No. 9 concern letter") and "letter of concern about Lion New Energy Technology (Henan) Co., Ltd." (company department concern letter [2022] No. 33) (hereinafter referred to as "No. 33 concern letter"). The company has checked and implemented the questions raised in the letter of concern one by one, and now replies the relevant instructions as follows:
1、 The reply to the relevant questions of the No. 6 concern letter is as follows:
On the evening of January 6, 2022, your company disclosed the announcement on abnormal fluctuations in stock trading and the announcement on receiving the notice of debt exemption and the letter of creditor's right exemption, which said that the company recently received the notice of debt exemption or the letter of creditor's right exemption issued by 12 creditors (hereinafter referred to as the letter of exemption). Our department is concerned about this. Please supplement the following contents after verification:
(I) on the premise that your company has not signed an agreement with relevant parties, the above-mentioned creditors unilaterally issued an exemption letter to exempt all or part of the company's debts. Please explain the compliance of the company's failure to perform the deliberation procedures of the board of directors and the general meeting of shareholders in accordance with the relevant provisions of the stock listing rules (revised in 2020) and the relevant provisions of the articles of association.
Your company's lawyer is requested to express clear opinions on matters related to the authenticity of the identity of creditors, the accuracy of the amount of debt exemption, the legality and compliance of the performance procedures of debt exemption matters, and whether the exemption letter has legal effect.
reply:
1. Please explain the compliance of the company's failure to perform the deliberation procedures of the board of directors and the general meeting of shareholders in accordance with the relevant provisions of the stock listing rules (revised in 2020) and the relevant provisions of the articles of association.
According to the provisions of articles 134 and 575 of the civil code of the people's Republic of China (hereinafter referred to as the "Civil Code"), if the creditor forgives the debtor in part or in whole, the debt exemption can be established based on the expression of the intention of the creditor. If the debtor accepts the cancellation of the debt, there is no need to make a clear expression of intention. Debt exemption is the creditor's free disposal of his creditor's rights, which is a right exclusively belonging to the creditor.
According to Article 9.3 of the stock listing rules of Shenzhen Stock Exchange (revised in 2020) (hereinafter referred to as the "Stock Listing Rules (revised in 2020)") in force at that time: "transactions of listed companies (except cash assets received by listed companies) If one of the following standards is met, the listed company shall, in addition to timely disclosure, submit it to the general meeting of shareholders for deliberation... " Transactions that meet certain standards shall be reviewed by the general meeting of shareholders of the company, but the company's donated cash assets and non transactions need not be submitted to the general meeting of shareholders of the company for review. In addition, Article 6.1.4 of the stock listing rules of Shenzhen Stock Exchange (revised in 2022) (hereinafter referred to as "Stock Listing Rules (revised in 2022)", which is currently in force, stipulates: "If the transaction of a listed company falls into one of the following circumstances, it may be exempted from being submitted to the general meeting of shareholders for deliberation in accordance with article 6.1.3 of these rules, but it shall still perform the obligation of information disclosure in accordance with relevant provisions: (I) the company has transactions that do not involve consideration payment and do not have any obligations, such as receiving cash assets and debt relief;" It clearly stipulates that obtaining debt exemption does not need to be submitted to the general meeting of shareholders for deliberation.
In accordance with articles 40, 41, 107, 149, 150, 151 and other relevant provisions of the articles of association, the articles of association make clear provisions on transactions, external guarantees and relevant matters that should be considered by the board of directors and the general meeting of shareholders, At the same time, it is clear that the transaction of donated cash assets of the company does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation.
The creditor's debt exemption to the company does not require the company to pay any consideration, which is an act of unilateral benefit to the company, not a transaction. Whether the debt exemption of the company should be considered by the board of directors or the general meeting of shareholders of the company, the stock listing rules (revised in 2020) and the articles of association implemented at the time of debt exemption are not clearly stipulated, and the matters of receiving cash assets by reference to the listed company do not need to be reviewed by the board of directors The exceptional provisions considered by the general meeting of shareholders and the current effective stock listing rules (revised in 2022) clearly stipulate that transactions that do not involve consideration payment and do not have any obligations, such as debt relief, are exempt from submission to the general meeting of shareholders for consideration; In combination with the fact that the creditors of the company do not attach any conditions to the debt exemption of the company, and the company does not pay any consideration or assume any obligations to the creditors due to accepting the debt exemption, the debt exemption belongs to the unilateral beneficial act of the company; At the same time, according to the provisions of the articles of association, the company's acceptance of debt exemption does not need to be deliberated by the board of directors and the general meeting of shareholders. To sum up, debt exemption by creditors is a unilateral beneficial act of the company. According to the relevant provisions of the civil code, stock listing rules (revised in 2020) and the articles of association, debt exemption belongs to the unilateral beneficial act of the company. Whether the company performs the review procedure is not the effective condition of debt exemption. The company does not need to convene the board of directors and the general meeting of shareholders to review, The debt exemption is made by the creditor unilaterally, which is established according to law.
2. Your company's lawyer is requested to express clear opinions on matters related to the authenticity of the identity of creditors, the accuracy of the amount of debt exemption, the legality and compliance of the performance procedures of debt exemption matters, and whether the exemption letter has legal effect.
The company entrusts Beijing BOC law firm (hereinafter referred to as "the exchange" or "BOC Beijing") to check the debt exemption of the company and issue legal opinions on the issues concerned in the "letter of concern" of Shenzhen Stock Exchange. The verification opinions of BOC Beijing on the above issues are as follows:
12 creditors have real and legal creditor's rights to lion technology and its subsidiaries, and the amount of creditor's rights exempted by 12 creditors is not higher than the amount of creditor's rights actually held by them. Each creditor has fulfilled the necessary internal approval procedures for this debt exemption. The exemption letter issued by each creditor is true, legal and effective. The specific verification process of the above problems and the specific contents of the verification opinions are detailed in the company's website on the same day (www.cn. Info. Com. CN.) Legal opinion of BOC law firm in response to Shenzhen Stock Exchange's "letter of concern about Lion New Energy Technology (Henan) Co., Ltd.", which is on the website.
(II) according to the notarial certificate [(2021) Shen Ping Zheng Zi No. 8706] submitted by your company, Chen Jiancun entrusted his agent to keep 11 originals of the exemption letter on December 31, 2021. The time of signing the letter of entrustment, the time of signing the letter of entrustment, the main terms of the creditor's exemption, the time of signing the letter of entrustment, the time of signing the letter of entrustment and the main matters of the creditor's exemption, etc
The authenticity of the date, whether it was signed on December 31, 2021, and whether it was actually signed on January, 2022
Sign. In addition to the above debt exemption matters, whether there are other notarization matters at the same time. Ask your company's lawyer to check and comment.
reply:
1. Basic contents of the debt exemption notice or the creditor's right exemption letter
On December 31, 2021, the company received the notice of debt forgiveness or the notice of debt relief issued by 12 creditors
The basic contents of the exemption letter are as follows:
(1) Huarong (Fujian pilot Free Trade Zone) Investment Co., Ltd. (hereinafter referred to as "Fujian Huarong") document name: Notice of debt exemption
Creditor Huarong (Fujian pilot Free Trade Zone) Investment Co., Ltd
Debtor Mengshi new energy technology (Henan) Co., Ltd
Issued on December 29, 2021
Date of receipt: December 31, 2021
1. As of November 30, 2021, the amount of creditor's rights of Fujian Huarong to lion technology is 1029087864.88 yuan.
Main clause 2 Fujian Huarong exempted part of the creditor's rights enjoyed by fierce lion technology, and the amount of exempted creditor's rights is RMB 853319657.56.
3. The above creditor's rights are irrevocable, irrevocable and unalterable after exemption.
(2) Funeng (Zhangzhou) Financial Leasing Co., Ltd. (hereinafter referred to as "Funeng (Zhangzhou) leasing") document name: creditor's right exemption letter
Creditor: Funeng (Zhangzhou) Financial Leasing Co., Ltd
Debtors: Mengshi new energy technology (Henan) Co., Ltd., Fujian powerbao Power Technology Co., Ltd. and Fujian Mengshi New Energy Technology Co., Ltd
Issued on December 30, 2021
Date of receipt: December 31, 2021
1. As of November 30, 2021, the principal amount of ordinary creditor's rights enjoyed by Funeng (Zhangzhou) leasing is 308407700.00 yuan, the interest is 77311080.32 yuan, and the total amount of liquidated damages and penalty interest is 7126048.74 yuan, Other related expenses (i.e. nominal price, handling fee and litigation fee) total 5030205.30 yuan, and the total creditor's rights is 397875034.36 yuan.
Main clause 2 Funeng (Zhangzhou) leasing agrees to retain only the principal of the creditor's rights and exempt all other parts. As of the benchmark date, the cumulative amount of creditor's rights exempted from the debtor was RMB 89467334.36.
3. Funeng (Zhangzhou) leasing confirms that Funeng (Zhangzhou) leasing enjoys ordinary creditor's rights according to law, and the above creditor's rights are true, legal and effective. Funeng (Zhangzhou) leasing has the right to make the above creditor's rights exemption, which is not attached with any conditions and obligations, and is irrevocable, irrevocable and irrevocable. This letter is issued by Funeng (Zhangzhou) leasing
And part of the creditor's rights exempted from the debtor according to this letter has obtained the effective approval resolutions of the corresponding decision-making body within Funeng (Zhangzhou) leasing, and these resolutions are irrevocable, irrevocable and irrevocable. This letter has become an effective and binding document for Funeng (Zhangzhou) leasing.
(3) Huarong Financial Leasing Co., Ltd. (hereinafter referred to as "Huarong leasing") document name: Notice of debt exemption
Huarong leasing Finance Co., Ltd
Debtor Mengshi new energy technology (Henan) Co., Ltd
Issued on December 31, 2021
Date of receipt: December 31, 2021
1. As of November 30, 2021, the amount of creditor's rights of Huarong leasing to lion technology is RMB 220350474.63.
Main clause 2 Huarong leasing exempted part of the creditor's rights enjoyed by fierce lion technology, and the amount of exempted creditor's rights was RMB 182280379.70.
3. The above creditor's rights are irrevocable, irrevocable and unalterable after exemption.
(4) Shenzhen hi tech investment and Financing Guarantee Co., Ltd. (hereinafter referred to as "Shenzhen hi tech investment") document name: creditor's right exemption letter
Creditor: Shenzhen hi tech investment and Financing Guarantee Co., Ltd
Debtor: Shenzhen New Technology Research Institute Co., Ltd. (debtor)
Lion New Energy Technology (Henan) Co., Ltd. (guarantor)
Issued on December 24, 2021
Date of receipt: December 31, 2021
1. As of November 30, 2021, the principal amount of ordinary creditor's rights is 27096224.67 yuan, the interest is 0 yuan, the total amount of liquidated damages and penalty interest is 5581822.28 yuan, the total amount of other related expenses (i.e. attorney's fees and preservation insurance premiums) is 93913.27 yuan, and the total amount of creditor's rights is 32771960.22 yuan.
2. Shenzhen hi tech investment agrees to exempt the creditor's rights with a total amount of RMB 22940372.16 (corresponding to 70% of ordinary creditor's rights) enjoyed by Shenzhen hi tech investment according to the base date (priority exemption of interest, penalty interest and penalty for violation of main terms).
3. Shenzhen hi tech investment confirms that Shenzhen hi tech investment enjoys ordinary creditor's rights according to law, and the above creditor's rights are true, legal and effective. Shenzhen hi tech investment has the right to make the above creditor's rights exemption, which is not attached with any conditions and obligations, and does not
