Stock code: 688472 Stock abbreviation: Canadian Solar Announcement No.: 2024-067

Canadian Solar Group Co., Ltd

In relation to the provision of counter-guarantee for the new performance and financing business of the holding subsidiary in 2025

Anticipated announcements

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

Important Content Notes:

Guarantor and counter-guarantor: Canadian Solar Group Co., Ltd. (hereinafter referred to as the "Company")

Canadian Solar Inc. ("CSIQ")

When customers and business stakeholders make a guarantee request, the company generally gives priority to being the controlling subsidiary directly

The company provides guarantees, but considering that the company's main business is overseas, some overseas high-quality large customers are by

In terms of geopolitical risks, business habits and the convenience of overseas operations, they often want to be listed on the U.S. stock market

CSIQ provides a guarantee.

As the controlling shareholder CSIQ intends to provide guarantees for the company and its holding subsidiaries, it is now based on the company's 2025 report

annual business development needs and financing needs, as well as ensuring the fairness and reciprocity of security matters, by

The total amount of counter-guarantee provided by the Company shall not exceed RMB45.323 billion (or equivalent).

currency), of which the total amount of counter-guarantees related to performance matters shall not exceed RMB 30.716 billion (or

equivalent in foreign currency), the aggregate amount of counter-guarantees related to the financing shall not exceed RMB14.607 billion (or

foreign currency equivalent). This quota is mainly used to solve the company's financing and business development needs

Within the scope of the company's own business needs, the financing arrangements and guarantee quota applications are carried out, and the guarantee is made

It can be recycled within the quota. Credits are valid from 1 January 2025 to December 2025

Until 31 of January.

As of the disclosure date of this announcement, in addition to the guarantee of the investment project of the photovoltaic industry chain in Hohhot (see the company for details

Announcement on Investment and Construction of Photovoltaic Industry Chain Expansion and Supporting Projects (2023-010)) disclosed by the Disclosure

The balance of the guarantee provided by the company to the holding subsidiary is 57.849 billion yuan, accounting for the company's latest period

The ratio of audited net assets to total assets was 270.09% and 87.94% respectively. Except for the company and the holding

Except for the subsidiary's counter-guarantee based on its own debt-based guarantee, the company does not provide other external third parties

The company provides guarantees, and the company has no overdue external guarantees.

The expected provision of counter-guarantee quota to related parties this time still needs to be submitted to the general meeting of shareholders of the company for deliberation.

1. Overview of the situation

(1) An overview of the amount of counter-guarantees

In the normal course of business development, when customers and business related parties request guarantees, the company generally gives priority to providing guarantees directly for the holding subsidiaries, but considering that the company's main business is overseas, some overseas high-quality customers often want CSIQ, a US-listed company, to provide guarantees due to geopolitical risks, business habits and the convenience of overseas operations. In order to ensure the fairness and reciprocity of the transaction and the guarantee, and to comply with the requirements of the relevant corporate laws, securities laws and exchange rules of the United States and China, the company will provide corresponding counter-guarantees to CSIQ within the scope of the guarantee amount.

On November 28, 2023, the company held the 29th meeting of the first board of directors and the first session of supervisors

The 15th meeting of the meeting, the third extraordinary general meeting of shareholders in 2023 will be held on December 20, 2023, and the approval will be passed

After the "Proposal on Providing Counter-Guarantee Estimates for the New Performance and Financing Business of the Holding Subsidiary in 2024", the Company agreed to provide a counter-guarantee amount of no more than RMB43.729 billion (or equivalent in foreign currency) for the controlling shareholder CSIQ on the premise that it provides a guarantee for the Company, of which the total counter-guarantee amount related to performance matters shall not exceed RMB31.412 billion (or equivalent in foreign currency), and the total counter-guarantee amount related to financing shall not exceed RMB12.317 billion (or equivalent in foreign currency).

In 2024, the company actively strives to directly provide guarantees for its holding subsidiaries, and as of the disclosure date of this report, the actual amount of the above-mentioned counter-guarantee is only about 925 million US dollars (equivalent to about 6.594 billion yuan), and since the counter-guarantee is only applicable to the company's performance guarantee and letter of guarantee business guarantee within the scope of the company's 2024 guarantee quota, the authorization of the above-mentioned application for the provision of guarantee quota is valid from the date of approval of the general meeting of shareholders to December 31, 2024.

As the controlling shareholder CSIQ intends to provide guarantees for the company and its holding subsidiaries, it is now based on the company's 2025 year

In order to meet the needs of business development and financing, as well as to ensure the fairness and reciprocity of the guarantees, the Company shall provide counter-guarantees in a total amount of no more than RMB45.323 billion (or equivalent in foreign currency), of which the total amount of counter-guarantees related to performance matters shall not exceed RMB30.716 billion (or equivalent in foreign currency), and the total amount of counter-guarantees related to financing shall not exceed RMB14.607 billion (or equivalent in foreign currency). This quota is mainly used to solve the company's financing and business development needs, and within the scope of the quota, the company will carry out financing security according to its own business needs

The application for the guarantee quota can be recycled within the scope of the guarantee quota. Credits are valid until January 2025

From 1 to 31 December 2025. The company will still give priority to providing direct guarantees to its holding subsidiaries.

(2) Deliberation procedures

On November 28, 2024, the company held the seventh meeting of the second board of directors and the second board of supervisors

At the sixth meeting, the "Proposal on Providing Counter-Guarantee Expectations for the New Performance and Financing Business of the Holding Subsidiary in 2025" was deliberated and approved, and the affiliated directors Xiaohua Qu (Qu Xiaohua), Yan Zhuang (Zhuang Yan) and Leslie Li Hsien Chang (Zhang Lixian) abstained from voting, and the voting procedure complied with the relevant provisions of the "Company Law", "Securities Law" and other laws and regulations as well as the "Articles of Association". This matter has been approved by the second special meeting of independent directors of the second session of the board of directors.

This matter still needs to be submitted to the company's second extraordinary general meeting of shareholders in 2024 for deliberation, and related shareholders will abstain from voting.

2. Basic information of the object of counter-guarantee

(1) Basic information

Canadian Solar Inc

Founded: 2001-10-22

Place of registration: Canada

Address: 66 Wellington Street West, 4100, Toronto, Ontario,

Canada, M5K 1B7

Registered capital: USD 835,543,000

Main business: investment holding

Solvency: Canadian Solar Inc is the controlling shareholder of the Company and has a good credit standing and none

Significant contingencies affecting its ability to pay its debts.

(2) Affiliation with the company

Canadian Solar Inc. is the controlling shareholder of the Company, in accordance with the Shanghai Stock Exchange's Science and Technology Innovation Board

Stock Listing Rules", Canadian Solar Inc. is a related party of the company

The Company's provision of a counter-guarantee to Canadian Solar Inc. constitutes a related guarantee.

(3) Historical evolution and main business situation

CSIQ was founded in 2001 by Dr. Xiaohua Qu, a returning solar energy expert.

In 2006, it was listed on the NASDAQ stock exchange in the United States, and was the first light in China to land on the NASDAQ in the United States

Volt integrated enterprise. Headquartered in Ontario, Canada, the Group has been established for more than 20 years and passed by CSIQ

With a diversified development strategy and market layout, it has become an industry leader in the dual track of photovoltaic and energy storage system integration

At the same time, it has developed the construction and operation business of large-scale photovoltaic power stations and energy storage power stations around the world

and more than 30 countries with more than 20,000 employees. CSIQ is a holding company and holds including AT

S. and other operating entities. In 2017, CSIQ's Canadian Solar Infrastructure Fund (CSIF) was successfully listed on the Tokyo Stock Exchange in Japan. In 2023, Canadian Solar, a subsidiary of CSIQ, will be in

Successfully listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange in China.

(4) Main financial situation

Unit: RMB 10,000 yuan

Financial Metrics June 30, 2024 December 31, 2023

Total assets 8,647,568 8,475,729

Net assets 2,698,321 2,639,986

January-June 2024 2023

Operating income 1,165,246 5,424,709

Net profit was 45,348 259,089

Net profit attributable to parent company was 11,524 195,358

Note: The data source is the CSIQ announcement, which is converted according to the USDCNY exchange rate at the current point in time and the average exchange rate

Count, where the 2023 financial data has been certified by Deloitte Touche Tohmatsu

Public Accountants LLP Audit.

(5) The information of the major shareholders of the related person

As of January 31, 2024, shareholders holding more than 5% of CSIQ's common stock are as follows:

Serial number Name of shareholder Number of shares Shareholding ratio

(Shares)

1 Xiaohua Qu and spouse Han Bing 13,892,216 21.0%

Zhang

2 BlackRock, Inc. 6,013,139 9.1%

3 Venture Holding S.a.r.l. SPF 5,382,000 8.1%

4 Grantham, Mayo, Van Otterloo & Co. LLC 5,340,382 8.1%

5 Mackenzie Financial Corporation 3,952,015 6.0%

Note: Based on BlackRock, Inc.'s Beneficial ownership report filed with the SEC

and the register of shareholders provided by CSIQ Canada, BlackRock, Inc., an affiliate of BlackRock, Inc

Asset Management Ireland Limited、BlackRock Institutional Trust

Company, N.A.、BlackRock Investment Management（UK）Ltd.、BlackRock

Financial Management, Inc.、BlackRock Asset Management Canada

Limited collectively holds 9.30% of the Canadian CSIQ.

3. The main content of the counter-guarantee agreement

(1) Counter-guarantee agreements related to the performance of the contract

The main contents of the counter-guarantee agreement provided by the Company to CSIQ in connection with the performance of the contract are: if the Company's holding subsidiary fails to perform its responsibilities and obligations under the contract for which CSIQ provides the guarantee, including but not limited to: 1) for sales contracts and orders: on-time delivery, quality assurance, non-infringement of intellectual property rights, etc.; 2) For purchase contracts and orders: on-time payment and pick-up, etc.; 3) Lease contracts for facilities such as factories and warehouses: pay rent on time and in full; CSIQ shall have the right to recover from the Company after the performance responsibilities and obligations under the relevant business contract are assumed by CSIQ. In fact, the counter-guarantee letter or counter-guarantee agreement signed and effective at the time of each counter-guarantee shall prevail.

(2) Counter-guarantee agreements related to financing

The main contents of the counter-guarantee agreement provided by the Company to CSIQ in connection with the financing are as follows: CSIQ has the right to recover from the Company in the event of a default by the Company's holding subsidiary (including the Company's inability to repay the loan, falling into insolvency, untrue disclosure information, failure to pay the principal and interest to the insurance company after the guarantee is claimed, etc.), resulting in the relevant payment and compensation liabilities and obligations under the loan contract and the letter of guarantee being assumed by CSIQ to the bank and overseas insurance company in accordance with the guarantee issued by CSIQ. In fact, the counter-guarantee letter or counter-guarantee agreement signed and effective at the time of each counter-guarantee shall prevail.

4. The purpose of providing a counter-guarantee and its impact on the company

The joint and several liability guarantee provided by CSIQ, the controlling shareholder, for the company and its holding subsidiaries is conducive to enhancing the company's credit, promoting the smooth progress of the financing business and the normal development of the overseas business of the company's holding subsidiaries, and promoting the sustainable and stable development of the company, which is in line with the company's business development needs in 2025 and the legitimate rights and interests of all shareholders. In order to ensure the fairness and reciprocity of the guarantees, the Company provides corresponding counter-guarantees, which are of good asset quality, stable operating conditions, and good credit status, and do not harm the interests of the Company and all shareholders (especially small and medium-sized shareholders).

5. The cumulative number of external guarantees and the number of overdue guarantees

As of the disclosure date of this announcement, in addition to the guarantee of the investment project of the photovoltaic industry chain in Hohhot (see the company for details

According to the "Announcement on Investment in the Construction of Photovoltaic Industry Chain Expansion and Supporting Projects" (2023-010), the balance of the guarantee provided by the company to the holding subsidiary is 57.849 billion yuan, accounting for 270.09% and 87.94% of the company's latest audited net assets and total assets, respectively. Except for the counter-guarantee provided by the company and its holding subsidiaries on the basis of its own debt-based guarantees, the company has not provided guarantees to other external third parties, and the company has no overdue external guarantees.

6. Opinions of the Board of Directors, the Board of Supervisors and independent directors

(1) Deliberation and voting of the Board of Directors

On November 28, 2024, the company held the seventh meeting of the second board of directors and deliberated and approved the "Guan

Associate Director of the Proposal to Provide Counter-Guarantee Estimates for the New Performance and Financing Business of the Holding Subsidiary in 2025

Abstained from voting. Voting result: 6 valid votes, including 6 votes in favor, 0 votes against, abstentions

With 0 votes, the non-affiliated directors unanimously agreed to the above proposal.

(2) Opinions of the Board of Supervisors

Based on the premise that the controlling shareholder CSIQ provides a guarantee for the company, the company intends to provide it with no more than 453.23

The counter-guarantee amount of 100 million yuan is conducive to the smooth progress of the company's business, in line with the needs of the company's operation and development and the interests of all shareholders, and there is no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders. The Board of Supervisors agreed that the Company intends to provide a counter-guarantee amount of no more than RMB 45.323 billion based on the premise that the controlling shareholder CSIQ provides a guarantee for the Company. The actual guarantee amount is subject to the final signed and executed guarantee contract.

(3) Approval opinions of independent directors

The independent directors unanimously agreed that the provision of counter-guarantee for the new performance and financing business of the holding subsidiary in 2025 is expected to meet the actual business needs of the company and will not adversely affect the company. Based on the premise that the controlling shareholder CSIQ provides guarantee for the company, the company intends to provide it with a counter-guarantee amount of no more than 45.323 billion yuan, which is conducive to the smooth progress of the company's business development and financing, in line with the company's business development needs and the interests of all shareholders, and does not harm the interests of the company and all shareholders, especially small and medium-sized shareholders. In summary, we unanimously agreed to the "Proposal on Providing Counter-Guarantee Estimates for the New Performance and Financing Business of the Holding Subsidiary in 2025", and agreed to submit the proposal to the Board of Directors of the Company for deliberation.

7. Verification opinions of the sponsor institution

After verification, the sponsor, China International Capital Corporation Limited, believes that:

The Company's anti-guarantee for the new performance and financing business of the holding subsidiary in 2025 has been deliberated and approved by the special meeting of the Board of Directors, the Board of Supervisors and the Independent Directors of the Company, and the necessary procedures have been fulfilled and need to be submitted to the General Meeting of Shareholders of the Company for deliberation. The Company's provision of counter-guarantee for the new performance and financing business of the holding subsidiary in 2025 is expected to improve the efficiency of decision-making, further meet the daily operation and business development capital needs of the subsidiary, and ensure the smooth development of its business, which is in line with the interests of the Company and all shareholders, and does not harm the legitimate interests of the Company and small and medium-sized shareholders.

In summary, the sponsor has no objection to the above-mentioned expected counter-guarantee for Canadian Solar Group Co., Ltd. to provide new performance and financing business of the holding subsidiary in 2025.

8. Attachments to online announcements

(1) China International Capital Corporation Limited's Verification Opinions on Canadian Solar's Expected Provision of Counter-Guarantee for the New Performance and Financing Business of the Holding Subsidiary in 2025.

The announcement is hereby made.

Board of Directors of Canadian Solar Group Co., Ltd

November 30, 2024