Audit Report
China Audit Asia Pacific Certified Public Accountants LLP
To all shareholders of Lion New Energy Technology (Henan) Co., Ltd.:
I. Inability to Express an Opinion
We have been entrusted to audit the financial statements of Lion New Energy Technology (Henan) Co., Ltd. (hereinafter referred to as "Lion Technology"), including the consolidated and company balance sheets as of December 31, 2021, the consolidated and company income statements, consolidated and company cash flow statements, consolidated and company statements of changes in equity, and related financial statement notes. We do not express an audit opinion on the attached financial statements of Lion Technology. Due to the significance of the matters described in the "Basis for Inability to Express an Opinion" section, we were unable to obtain sufficient and appropriate audit evidence to provide a basis for an audit opinion on the financial statements.
II. Basis for Inability to Express an Opinion
(1) Debt Waiver Matters
As described in Note 6.52 of the financial statements, Lion Technology recognized an investment income of 2,140,487,000 RMB from debt restructuring in 2021, of which 2,082,521,700 RMB was derived from debt waivers by creditors in December 2021. The amount of debt waived by creditors as of November 30, 2021, was 4,030,278,100 RMB, with a total waiver amount of 3,404,198,500 RMB, including 1,321,676,800 RMB waived by creditors who are shareholders of the listed company and 2,082,521,700 RMB waived by other creditors. Due to the inability to obtain sufficient and appropriate audit evidence regarding the authenticity and commercial rationale of the debt waivers by creditors other than those who are shareholders of the listed company, we cannot make a judgment.
(2) Inability to Assess the Appropriateness of Financial Statements Prepared on a Going Concern Basis
As noted in financial statement Notes 2.2 (Going Concern) and 13.2 (Contingent Matters), Lion Technology has incurred operating losses for many years, with a net profit attributable to shareholders of the listed company of -1,117,578,400 RMB after deducting non-recurring gains and losses in the current year. As of the end of the period, 117,349,300 RMB of the 124,359,360 RMB short-term borrowings were overdue, and there are numerous litigation matters, with some assets being frozen by the court. These circumstances indicate significant uncertainties that may cast doubt on Lion Technology's ability to continue as a going concern. Although the management has disclosed analyses and improvement measures regarding going concern, we still cannot assess the appropriateness of the management's use of the going concern assumption in preparing the 2021 financial statements.
(3) Incomplete Financial Information of Overseas Subsidiary Durion Energy AG
Lion Technology holds a 55% stake in its subsidiary Durion Energy AG (registered in Dittingen, Switzerland), which had a net asset value of -7,342,100 RMB and a net profit of -2,125,200 RMB for the year 2021. As of the date of this audit report, the overseas intermediary engaged by Lion Technology has not provided complete financial information and audit reports for Durion Energy AG for the years 2020 and 2021, and we were unable to obtain sufficient and appropriate audit evidence to assess the correctness of Durion Energy AG's financial statement presentation, thus we cannot determine the impact of this matter on the financial statements.
III. Responsibilities of Management and Governance for the Financial Statements
The management of Lion Technology (hereinafter referred to as "management") is responsible for preparing the financial statements in accordance with the provisions of the Accounting Standards for Business Enterprises, ensuring that they fairly present the financial position and results of operations, and designing, implementing, and maintaining necessary internal controls to prevent material misstatements due to fraud or error. In preparing the financial statements, management is responsible for assessing Lion Technology's ability to continue as a going concern, disclosing matters related to going concern (if applicable), and using the going concern assumption unless management intends to liquidate Lion Technology, cease operations, or has no other realistic alternatives.