Independent director of Lion New Energy Technology (Henan) Co., Ltd
Independent opinions on relevant matters of the 60th meeting of the 6th board of directors
In accordance with the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of main board listed companies and the articles of association of the China Securities Regulatory Commission, as independent directors of Lion New Energy Technology (Henan) Co., Ltd. (hereinafter referred to as the "company"), we carefully reviewed the meeting materials of the 60th meeting of the sixth board of directors, Based on our independent judgment, after discussion, we express the following independent opinions on the relevant matters of the 60th meeting of the sixth board of directors: I. independent opinions on the company's external guarantee and the capital transactions of related parties
In accordance with the provisions and requirements of the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital transactions and external guarantees of listed companies (announcement [2022] No. 26 of China Securities Regulatory Commission), in combination with the relevant rules and regulations of the company, as an independent director of the company, we have carefully inspected and implemented the external guarantees and capital transactions of related parties of the company, and after necessary verification and inquiry of the company, The independent opinions are as follows:
1. As of December 31, 2021, the company provided guarantees for subsidiaries within the scope of consolidated statements and the balance of mutual guarantees of subsidiaries within the scope of consolidated statements totaled RMB 714518700.
The company and its subsidiaries within the scope of consolidated statements provided guarantees to other third parties, with a total balance of 1452399 million yuan, including:
(1) Provide guarantee for Hubei Mengshi New Energy Technology Co., Ltd
On August 3, 2020, the company disclosed the announcement on the receipt of civil ruling by the wholly-owned subsidiary. Hubei Mengshi New Energy Technology Co., Ltd., the wholly-owned subsidiary of the company, received the civil ruling ([2019] e 0684 minpo No. 3-5) from the people's Court of Yicheng city, Hubei Province. The current creditor is Hubei Yicheng Rural Commercial Bank Co., Ltd Some creditors and the bankruptcy liquidation group strongly opposed the application of Hubei lion to postpone the submission of the draft reorganization plan. Yicheng people's Court of Hubei Province ruled to terminate the reorganization procedure of Hubei lion and declared Hubei lion bankrupt. After entering the bankruptcy liquidation procedure, Hubei lion was taken over by the administrator designated by the court, the company lost its control, and Hubei lion was no longer included in the scope of the company's consolidated statements. Before that, the company and its subsidiaries within the scope of consolidated statements provided guarantees for Hubei lion, with a total balance of 422407 million yuan. After Hubei lion is no longer included in the scope of consolidated statements, the company and its subsidiaries within the scope of consolidated statements still need to continue to perform guarantee obligations until the expiration of the guarantee period. Since the company has lost its control over Hubei lion, the aforesaid guarantee has been transferred to the guarantee provided by the company and its subsidiaries within the scope of consolidated statements for other third parties.
(2) Provide guarantee for Jiangsu fengguyuan Energy Storage Technology Research Institute Co., Ltd
On April 6, 2021, the company disclosed the announcement on the application for bankruptcy liquidation of the holding subsidiary. Jiangsu fengguyuan Energy Storage Technology Research Institute Co., Ltd., the holding subsidiary of the company, received the civil ruling ([2021] Su 1191 Boshen No. 3) from the people's Court of Zhenjiang Economic Development Zone. The people's Court of Zhenjiang Economic Development Zone ruled to accept the creditor Chen Guang's application for bankruptcy liquidation of Jiangsu fengguyuan. After entering the bankruptcy liquidation procedure, Jiangsu fengguyuan was taken over by the administrator designated by the court, the company lost its control, and Jiangsu fengguyuan was no longer included in the scope of the company's consolidated statements. Before that, the company provided guarantee for Jiangsu fengguyuan with a total balance of 1029992 million yuan. After Jiangsu fengguyuan is no longer included in the scope of the company's consolidated statements, the company still needs to continue to perform the guarantee obligations until the guarantee expires. Since the company has lost its control over Jiangsu fengguyuan, the above guarantee has been transferred to the guarantee provided by the company for other third parties.
The overdue guarantee principal and interest, default interest and liquidated damages involved in the above guarantee amount to about 685016000 yuan. The company's external guarantees have fulfilled the necessary review procedures in accordance with laws and regulations, the articles of association and other relevant provisions, and there is no illegal guarantee.
2. As of December 31, 2021, the controlling shareholders, actual controllers and their related parties of the company did not occupy the company's funds.
2、 Independent opinions on the company's 2021 profit distribution and capital reserve conversion plan
The company's 2021 profit distribution plan and the plan for converting capital reserve into share capital conform to the current actual situation of the company, comply with relevant laws and regulations and the relevant provisions of the articles of association and the shareholder return plan for the next three years (20212023), which is conducive to the sustainable, stable and healthy development of the company, and there is no situation that damages the interests of all shareholders, especially small and medium-sized shareholders. We agree to the company's 2021 profit distribution and capital reserve conversion plan, and agree to submit the plan to the company's 2021 annual general meeting for deliberation.
3、 Independent opinions on the self-evaluation report of the company's internal control in 2021
The 2021 internal control evaluation report comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company's internal control system.
4、 Independent opinions on Approving the remuneration of directors and senior managers of the company in 2021
The remuneration of directors and senior managers of the company is formulated with reference to the industry level of the company and in combination with the actual business situation of the company, which is conducive to mobilizing the work enthusiasm of directors and senior managers. The payment procedure of remuneration complies with the provisions of relevant laws, regulations and the articles of association. We agree to the matters related to the remuneration of the company's directors and senior managers in 2021 and submit them to the company's 2021 annual general meeting for deliberation.
5、 Independent opinions on the renewal of accounting firm
China Audit Asia Pacific Certified Public Accountants (special general partnership) has the experience and ability to provide audit services for listed companies. During its tenure as the company's audit institution in 2021, it worked steadily and diligently. The audit report issued objectively and fairly reflects the financial status and operating results of the company in each period. In order to ensure the continuity of audit work, we agree to renew the appointment of China Audit Asia Pacific Certified Public Accountants (special general partnership) as the company's audit institution in 2022, and agree to submit the above matters to the company's 2021 annual general meeting for deliberation.
6、 Independent opinions on the deposit and use of raised funds in 2021
The special report on the deposit and use of raised funds in 2021 prepared by the board of directors of the company complies with the relevant provisions such as the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange issued by Shenzhen Stock Exchange, and truthfully reflects the actual deposit and use of raised funds in 2021.
7、 Independent opinions on the prediction of the company's guarantee amount in 2022
The guarantee amount of the company in 2022 is expected to be the normal production and operation behavior of the company and its subsidiaries, which is in line with the actual situation of the company, is conducive to meeting the capital needs of the daily operation and business development of the company and its subsidiaries, and improving its production and operation capacity.
The guaranteed object is the subsidiary within the scope of the company's consolidated statements, the financial risk is controllable, and there is no damage to the interests of the company and minority shareholders. We agree to this proposal and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 Independent opinions on using idle self owned funds for cash management
Under the condition of ensuring that the normal operation of the company is not affected, the company uses idle self owned funds of no more than RMB 100 million for cash management to purchase financial products with high safety, good liquidity, low risk and single investment period of no more than 12 months, which can effectively improve the use efficiency of self owned funds on the premise of risk control, will not have an adverse impact on the company's business activities and help to increase the company's income, There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree that the company uses idle self owned funds of no more than RMB 100 million for cash management, and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 Independent opinions on changes in accounting policies
The change of the company's accounting policy is a reasonable change made by the company according to the requirements of the unified accounting system of the Ministry of finance, which is in line with relevant regulations. The changed accounting policies can objectively and fairly reflect the company's financial status and operating results, and will not have a significant impact on the company's financial statements. The decision-making procedure of this accounting policy change complies with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders. We unanimously agree to the change of the company's accounting policy.
10、 Independent opinions on providing guarantee for joint stock companies
Hubei Mengshi optoelectronics Co., Ltd. (hereinafter referred to as "Hubei Mengshi optoelectronics") provides guarantee for the loan of Yunxi Xingyun photovoltaic poverty alleviation investment and Development Co., Ltd. (hereinafter referred to as "Yunxi Xingyun"), mainly to support the business development of Yunxi Xingyun, solve the capital needs of its project construction and further improve economic benefits. Yunxi sunshine industry poverty alleviation and Development Co., Ltd., the controlling shareholder of Yunxi Xingyun, provides joint and several liability guarantee for its loan and counter guarantee for Hubei Mengshi optoelectronics. Hubei Qianfa state owned Capital Investment Group Co., Ltd. and Yunxi county investment and Development Co., Ltd. provide joint and several liability guarantee for this loan, and Hubei Mengshi optoelectronics provides guarantee for Yunxi Xingyun loan with low risk. The company's deliberation procedures on this guarantee comply with the provisions of relevant laws, regulations, rules and normative documents, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. We agree to the proposal on providing guarantee for joint-stock companies and submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
Independent directors: Yan fan, Zhang Xin, Qin Yongjun
Date: April 29, 2002
