About Shanghai New Power Automotive Technology Co., Ltd
Special verification opinions on the deposit and actual use of raised funds in 2021
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) ,” independent financial consultant “and” the independent financial consultant “) as the independent financial consultant of Shanghai New Power Automotive Technology Co., Ltd. (hereinafter referred to as” new power technology “,” listed company “or” the company “) for issuing shares, paying cash to purchase assets, raising supporting funds and related party transactions in 2021, According to the requirements of relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the guidelines for the self regulatory supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation, and the stock Listing Rules of Shanghai Stock Exchange (revised in January 2022), Special verification has been conducted on the storage and use of supporting funds raised by non-public offering of shares by new power technology in 2021 (hereinafter referred to as “this non-public offering”). The specific verification is as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and receipt of funds
According to the reply of China Securities Regulatory Commission on approving Shanghai Diesel Engine Co.Ltd(600841) to issue shares to Saic Motor Corporation Limited(600104) and other companies to purchase assets and raise supporting funds (zjxk [2021] No. 2321) (the company name has been changed from ” Shanghai Diesel Engine Co.Ltd(600841) ” to “Shanghai new power automobile Technology Co., Ltd.”), the company has submitted to Tibet Ruihua Capital Management Co., Ltd., CAITONG Fund Management Co., Ltd., China Galaxy Securities Co.Ltd(601881) Gongqing city Shengheng Investment Management Co., Ltd. – Shengheng jiuzhong risk control strategy phase 1 private equity investment fund, Nanjing Iron and Steel United Co., Ltd. China Life Insurance Company Limited(601628) Asset Management Co., Ltd., Nord Fund Management Co., Ltd., Yongqing Technology Co., Ltd., Zhuhai jinteng equity investment fund partnership (limited partnership), JPMorgan Chase Bank, National Association, Kailong High Technology Co.Ltd(300912) Ningbo Meishan free trade port area Tianbu HSBC Investment management partnership (limited partnership), Tianrun Industry Technology Co.Ltd(002283) , West Shanghai Automotive Service Co.Ltd(605151) (Group) Co., Ltd., Guo Weisong, Li Jufen, Li pengyong, Ma Yingbo, Yang Baolin and Yang Yuezhi, a total of 20 specific investors (hereinafter referred to as the “issuing object”) privately issued 222469410 ordinary shares (A shares), with a par value of RMB 1.00 per share and an issue price of RMB 8.99 per share, The total amount of funds raised is RMB 19999999590. After deducting the issuance expenses incurred of 1902123277 yuan (excluding value-added tax), the net amount of funds actually raised is 198097876313 yuan. After deducting the value-added tax of RMB 114127397 from the issuance expenses, the balance of the raised funds account is RMB 197983748916.
All the above net raised funds have been deposited into the special account for raised funds of the company. Deloitte Touche Tohmatsu (special general partnership) verified the capital availability of the company’s issuance on October 15, 2021 and issued the capital verification report (DSB (y) Zi (21) No. 00520).
(II) use and balance of raised funds
As of December 31, 2021, the company has used a total of 355715800 yuan of raised funds (including 289542600 yuan of self raised funds used to replace the investment projects invested with raised funds in the early stage), of which the company actually used 355715800 yuan of raised funds in 2021. As of December 31, 2021, the balance of unused raised funds amounted to RMB 1627990400 (including interest of RMB 3868700).
2、 Storage, management and use of raised funds
(I) management of raised funds
In order to regulate the management and use of the raised funds, the company has formulated the raised funds management system in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shanghai Stock Exchange, the measures for the administration of securities issuance of listed companies and other relevant national laws and regulations, as well as the provisions of the articles of association Specific and clear provisions have been made on the use and supervision of use. The company has been storing, using and managing the raised funds in strict accordance with the provisions of the raised funds management system. In accordance with the relevant provisions of the measures for the administration of securities issuance of listed companies, the measures for the administration of funds raised by listed companies of Shanghai Stock Exchange and the company’s management system for funds raised, the company and its subsidiary SAIC Hongyan Automobile Co., Ltd. (formerly known as “SAIC Iveco Hongyan commercial Vehicle Co., Ltd.”, hereinafter referred to as “SAIC Hongyan”) set up special accounts for management and special funds for special purposes. The company signed the tripartite supervision agreement on the storage of the special account for raised funds with the independent financial consultant and the bank that opened the special account for raised funds on November 9, 2021; Corporate and independent finance
The consultant, the bank that opened the special account for raised funds and SAIC Hongyan signed the four party supervision agreement on the storage of special account for raised funds on November 9, 2021. All parties to the agreement shall exercise their rights and perform their obligations in accordance with the provisions of the tripartite supervision agreement on the storage of raised funds or the quadripartite supervision agreement on the storage of raised funds.
(II) storage of raised funds in special account
In accordance with the relevant provisions of the raised funds management system, the company has opened a special account to store the raised funds, and the subsidiaries of the company that actually use the raised funds have also opened a special account to store the raised funds allocated by the company. As of December 31, 2021, the balance of the special account for the deposit of raised funds is as follows:
Unit: 10000 yuan
Serial number account entity account number / certificate of deposit number up to 2021
Balance at December 31
1 new power technology 3651018800136363383.85
2 new power technology (note) 365101810018159503920000
3 new power technology (note) 365101810018160913000000
4 SAIC Hongyan 3651018800137401463515.19
5 SAIC Hongyan (note) 365101810018168443000000
Total 16279904
Note: these accounts are used by the company and its subsidiary SAIC Hongyan for cash management of idle raised funds, and the cash management type is one-year fixed deposit.
3、 Use of raised funds this year
(I) use of funds for projects invested with raised funds (hereinafter referred to as “projects invested with raised funds”)
As of December 31, 2021, the company has used the raised funds totaling RMB 355715800. For the specific use of the raised funds, see the attached table comparison table of the use of raised funds in this report.
(II) early investment and replacement of raised investment projects
On November 17, 2021, the company held the seventh interim meeting of the board of directors and the board of supervisors in 2021, deliberated and approved the proposal on replacing the self raised funds of the projects invested with raised funds in advance with the raised funds, and agreed to use the raised funds of RMB 289542600 to replace the self raised funds of the projects invested with raised funds in advance. The replacement time of the company’s raised funds this time is less than 6 months from the arrival time of the raised funds, which meets the requirements of relevant laws, regulations and normative documents. The independent directors expressed their explicit consent. Deloitte Touche Tohmatsu (special general partnership) conducted a special audit on the company’s investment projects invested with raised funds in advance with self raised funds, and issued the report and special audit report on the company’s investment projects invested with raised funds in advance with self raised funds (DSB (h) Zi (21) No. e00448), Guotai Junan Securities Co.Ltd(601211) which issued verification opinions.
The company has fulfilled legal procedures and made information disclosure in accordance with relevant provisions such as the Listing Rules of Shanghai Stock Exchange. For details, see the announcement on replacing self raised funds of pre invested projects with raised funds (Announcement No. Pro 2021068) disclosed on the website of Shanghai Stock Exchange on November 17, 2021. The specific project progress and advance investment of self raised funds are shown in the table below:
Unit: 10000 yuan
No. project name implementation subject (note) proposed to use self raised funds raised funds amount invested amount replacement amount
1. Payment of transaction cash to new power technology 289542628954262895426
2 “smart factory” project SAIC Hongyan 7416596 —
3 “new generation intelligent heavy duty SAIC Hongyan 9497766 – Card” project
Total 1980978828954262895426
(III) temporary replenishment of working capital with idle raised funds
In 2021, listed companies did not temporarily supplement working capital with idle raised funds.
(IV) cash management of idle raised funds
On November 17, 2021, the listed company held the seventh interim meeting of the board of directors and the board of supervisors in 2021, deliberated and adopted the proposal on using idle raised funds for cash management respectively, and agreed that the listed company should use idle raised funds of no more than RMB 1.6 billion for cash management. The independent directors of the listed company expressed their consent to the above matters, and Guotai Junan Securities Co.Ltd(601211) expressed their verification opinions. The company has fulfilled the legal procedures and made information disclosure in accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange. For details, see the announcement of Shanghai Diesel Engine Co.Ltd(600841) on cash management using idle raised funds (Announcement No. Pro 2021069) disclosed on the website of Shanghai Stock Exchange on November 17, 2021. As of December 31, 2021, the company and its subsidiary SAIC Hongyan used idle raised funds for cash management, with a total amount of RMB 992 million. The cash management category is one-year fixed deposit, as shown in the following table:
Unit: 10000 yuan
Account currency account balance start date
New power technology 36510181001815950 RMB 2.25% 392 Shenzhen Zhongheng Huafa Co.Ltd(000020) 21 / 12 / 282022 / 12 / 28
New power technology 36510181001816091 RMB 2.25% 30 China Vanke Co.Ltd(000002) 021 / 12 / 282022 / 12 / 28
SAIC Hongyan 36510181001816844 RMB 2.25% 30 China Vanke Co.Ltd(000002) 021 / 12 / 282022 / 12 / 28
Total 9920000
(V) use of surplus raised funds
The balance of the company’s non-public offering after payment according to the project progress shall be deposited in the special account for raised funds.
(VI) permanent replenishment of working capital or repayment of bank loans with over raised funds
The company has no over raised funds in this non-public offering.
(VII) use of over raised funds for projects under construction and new projects (including acquisition of assets, etc.)
The company has no over raised funds in this non-public offering.
(VIII) other information about the use of raised funds
As of December 31, 2021,
