Stock abbreviation: Shanghai Diesel Engine Co.Ltd(600841) Shangchai B Share Stock Code: Shanghai Diesel Engine Co.Ltd(600841) 900920 No.: lin2022013 Shanghai new power automobile technology Co., Ltd
Announcement on the adjustment and change of some investment projects with raised funds
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
Some of the investment projects with raised funds (hereinafter referred to as “raised investment projects”) involve adjustment and change. For details, please refer to “II. Specific conditions and reasons for the adjustment and change of some raised investment projects”.
The adjustment and change of this raised investment project do not constitute related party transactions.
The adjustment and change of this raised investment project need to be submitted to the general meeting of shareholders of the company for deliberation.
On March 17, 2022, Shanghai New Power Automotive Technology Co., Ltd. (hereinafter referred to as “the company” and “new power technology”) held the second meeting of the tenth session of the board of directors and the second meeting of the tenth session of the board of supervisors, which respectively deliberated and adopted the proposal on the adjustment and change of some investment projects with raised funds of the company. Relevant information is announced as follows:
1、 Overview of the basic information of the raised funds
(I) availability of raised funds
Approved by 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 was changed from Shanghai Diesel Engine Co.Ltd(600841) to Shanghai new power automobile technology Co., Ltd. in January 2022), The company privately issued 222469410 RMB ordinary shares (A shares) (hereinafter referred to as “this issuance”) to a total of 20 specific investors, with a par value of RMB 1.00 per share, an issue price of RMB 8.99 per share and a total raised capital of RMB 19999999590. After deducting the issuance expenses incurred, the net amount of funds actually raised was 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) has verified the capital availability of the company’s non-public offering of shares on October 15, 2021, and issued the capital verification report (DSB (y) Zi (21) No. 00520).
The company has adopted a special account storage system for the raised funds. The company has established a special account for the management of the raised funds in accordance with the measures for the administration of securities issuance of listed companies and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, and signed a tripartite supervision agreement for the raised funds with independent financial consultants and the deposit bank of the raised funds; The four party supervision agreement on raised funds was signed with independent financial consultant, deposit bank of raised funds and SAIC Hongyan Automobile Co., Ltd. (hereinafter referred to as “SAIC Hongyan”).
(II) use of raised funds
According to the report on the issuance of supporting funds raised by issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions, the actual net funds raised in this issuance will be used for the following items:
Unit: 10000 yuan
Project Name: total investment of the implementing entity and planned investment amount of raised funds
1. Payment of cash consideration for this transaction new power technology – 2895426
2 “smart factory” project SAIC Hongyan 87339137416596
3 “new generation smart heavy truck” project SAIC Hongyan 104021509497766
Total 19809887
In order to comply with the development trend of the industry and the requirements of technical iteration, from the perspective of prudent investment and rational use of funds, the company plans to adjust the “smart factory” project, adjust the project construction scheme, total investment and investment details, adjust the project construction period in combination with the actual situation, and add the “R & D capacity improvement” raised investment project of SAIC Hongyan according to the internal and external conditions of the implementation of the raised investment project and the company’s development strategy. The use plan of the raised funds after adjustment is shown in the following table: unit: 10000 yuan
Investment and fund raising before and after sequence adjustment
Project Name: total capital of the implementing entity total capital of the original plan cash investment plan
Input amount input amount
1. Pay the cash consideration of new power technology in this transaction — 2895426
2 “smart factory” SAIC Hongyan 8733913635571674165965944116 project
3 “new generation intelligent SAIC Hongyan 104021501040215094977669497766 heavy truck” project
4. Improvement of R & D capability SAIC Hongyan – 2871541 – 1472480 project
Total 19809788
2、 Specific conditions and reasons for the adjustment and change of some raised investment projects this time
(I) adjustment of “smart factory” project
1. Adjustment of project construction scheme
The original construction plan of the “smart factory” project mainly includes the following aspects: 1) new construction of the second general assembly plant and improvement of supporting capacity; 2) Upgrade the cab welding workshop and cab painting workshop in the existing production line.
In this adjustment, it is proposed to adjust the new second assembly plant and supporting capacity improvement in the original scheme of the “smart factory” project to the upgrading and transformation of the current assembly plant and its information system, so as to achieve the annual production capacity target of 120000 vehicles through intelligent means. The upgrading and transformation of cab welding workshop and coating workshop in the existing production line will still be implemented according to the original plan. The implementation subject and location of the “smart factory” project remain unchanged. The specific construction contents after adjustment are as follows:
(1) Upgrading of the current general assembly plant and its information system
At present, the intelligent transformation and supporting capacity upgrading of the general assembly plant, combined with the design concept of digital chemical plant, adopts mom system (manufacturing operation management system), PMC system (production monitoring system), MPM system (process online system), quality online system, APS system (advanced production scheduling system) and industrial Internet application to realize interconnection and comprehensive coordination. Based on intelligent and flexible process equipment, AGV (automatic guided transport vehicle) intelligent assembly system is adopted to replace the traditional rigid lines such as riveting wiring in chassis workshop, pre assembly line and tube bundle assembly line in general assembly workshop, so as to realize the flexible upgrading of production line. Upgrade the tightening strategy of chassis workshop and general assembly workshop to achieve accurate torque control and traceability. Through the integration and cooperation of design process, realize the online accurate guidance of personalized customized products, and eliminate the risk of wrong and missing installation of frame bolts and brackets. At the same time, the project applies intelligent filling system, Siasun Robot&Automation Co.Ltd(300024) system, vision system, SPS system (complete parts supply system) and AGV intelligent logistics distribution system to realize equipment automation, production transparency, logistics intelligence and decision-making data through data empowerment, so as to build an intelligent manufacturing benchmarking factory. (2) Transformation of cab production line
1) Upgrading of cab welding workshop
The cab welding workshop was upgraded by upgrading the existing welding main line and door assembly line, the left and right side wall, rear wall and floor sub assembly lines, and expanding the finishing line. At the same time, combined with the automatic upgrading, the conveying system was changed to roller sledge conveying line, and the welding capacity was increased to 26jph. At the same time, combined with digital transformation and upgrading, the welding workshop is equipped with intelligent welding control system on the basis of real-time monitoring with PMC equipment to collect welding data in real time and evaluate welding quality. After the upgrading of cab welding workshop, the automation rate was increased to 84%.
2) Upgrading of cab painting workshop
Upgrading and reconstruction of cab coating workshop by using the existing plastic parts workshop (idle) to build a new pretreatment electrophoresis line and supporting transformation of the old workshop, the coating capacity was increased to 26jph. In combination with environmental protection, the current oil-based spraying in the coating workshop is changed to water-based spraying, and the current manual spraying is changed to Siasun Robot&Automation Co.Ltd(300024) spraying to reduce the amount of paint and reduce VOC (volatile organic compounds) emission while controlling the product quality. At the same time, upgrade the emission treatment facilities of the coating workshop and chassis finish line, increase runner and RTO, and further reduce VOC emission.
Through the digital upgrading of the cab coating workshop, the PMC system is used to monitor the equipment in real time, the online quality tracking system is used to collect and process the process quality parameters, and the energy management system is used to monitor and analyze the energy data in real time, so as to build an intelligent, efficient, energy-saving, environmental friendly and green digital workshop.
2. Adjustment of total project investment
The total investment of the original scheme of the “smart factory” project is 873391300 yuan, and the total investment after the adjustment of the project construction scheme is 635571600 yuan. The specific adjustment of investment composition is shown in the table below:
Unit: 10000 yuan
Category investment amount
Adjustment before adjustment
Construction and installation works 35366821685140 – 1851542
Equipment engineering 48873444462822 – 424522
Other engineering costs 309887207754 – 102133
Total (tax included): 87339136355716 -2378197
As of December 31, 2021, the cumulative amount of funds raised by the “smart factory” project was 661732 million yuan. Before this adjustment, the “smart factory” project plans to use 7416596 million yuan of raised funds; After this adjustment, the “smart factory” project plans to use the raised fund of 594411600 yuan. The comparison of project financial indicators before and after adjustment is as follows:
Adjustment of key indicators before adjustment
Internal rate of return 14.21% 18.10%
Payback period (static) 7.64 years 6.13 years
3. Adjustment during project construction
In order to better promote the layout of the project, improve the application level of production line, ensure the smooth implementation of the project and achieve the expected benefits, according to the adjusted project construction scheme, it is proposed to extend the construction period of the “smart factory” project for three months to December 2022.
4. Project approval and filing
On December 31, 2021, the adjustment of SAIC Hongyan “smart factory” project has been filed with Chongqing development and Reform Commission and obtained the Filing Certificate of Chongqing enterprise investment project. 5. Reasons for project adjustment
China’s heavy truck industry has changed compared with the formulation time point of the original raised investment project, and the trend of new energy has accelerated significantly. Since SAIC Hongyan new energy entered the market in August 2021, the market share has increased steadily, which is expected to become a new breakthrough growth point for enterprises. According to the current environmental changes, the company actively responded, timely adjusted the strategic layout, clarified the idea of local production of new energy to seize the market, adopted the “1 + 1 + X” strategy for capacity layout, and planned to establish x new energy ecosystems in the future to seize the first opportunity.
At the same time, according to the construction idea of the original scheme of “smart factory”, the important purpose of the new second assembly plant is to realize the special line production of personalized customization and complex models, reduce the difficulty of production and process implementation, and simultaneously improve the production capacity. Since the heavy truck industry was at the peak of production at that time, the new production line could avoid the impact of the transformation of the original production line on production to the greatest extent. The original scheme divides the production of conventional models and special models into factories. Although the production capacity is improved, there are two different levels of intelligence: one new and one old
