Guotai Junan Securities Co.Ltd(601211)
About Shanghai New Power Automotive Technology Co., Ltd
Verification opinions on the adjustment and change of some investment projects with raised funds
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) ,” independent financial consultant “or” the independent financial consultant “) serves 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 and raising supporting funds and related party transactions (hereinafter referred to as” this reorganization “or” this transaction “), In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies, the measures for the administration of securities issuance and underwriting, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and other laws and regulations issued by the CSRC, We have checked the matters related to the use of the funds raised by new power technology. The verification conditions and opinions are as follows: I. Basic information of the funds raised by listed companies
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) etc. 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 purchased 50.00% equity of SAIC Iveco commercial vehicle Investment Co., Ltd. (hereinafter referred to as “SAIC investment”) and 56.96% equity of SAIC Hongyan Automobile Co., Ltd. (hereinafter referred to as “SAIC Hongyan”) from Saic Motor Corporation Limited(600104) by issuing shares; Purchase 34.00% equity of SAIC Hongyan and 10.00% equity of SAIC Fiat Hongyan powertrain Co., Ltd. from Chongqing electromechanical holding (Group) Company by issuing shares; Shangyitou purchased 9.04% equity of SAIC Hongyan held by it by paying cash. At the same time, it raised matching funds of no more than 2 million yuan from non-public offering of shares to no more than 35 specific investors. The scale of the raised funds did not exceed 100% of the transaction price of assets purchased by issuing shares, and the number of shares to be issued did not exceed 30% of the total share capital of the company before the reorganization. The company’s contributions include 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, nationalassociation, Kailong High Technology Co.Ltd(300912) , Ningbo Meishan free trade port Tianyun 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 Twenty investors including Yang Baolin and Yang Yuezhi (hereinafter referred to as the “issuing object”) privately issued 222469410 RMB ordinary shares (A shares) (hereinafter referred to as the “issuance”), with a par value of RMB 1.00 per share, an issuance price of RMB 8.99 per share and a total raised capital of RMB 19999999590. After deducting the underwriting fee, lawyer fee, audit and capital verification fee and other expenses, the total amount is 1902123277 yuan (excluding value-added tax), and the actually available raised funds are 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”). 2、 Purpose of raised funds
According to the report of Shanghai Diesel Engine Co.Ltd(600841) issuing shares and paying cash to purchase assets and raising supporting funds and issuing supporting funds from non-public development banks for related party transactions disclosed by the company, the actual net funds raised in this issuance will be used for the following items:
Unit: 10000 yuan
No. project name total investment of implementing entity 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 19809788
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 raised funds after adjustment is shown in the table below:
Unit: 10000 yuan
Pre adjustment investment and post adjustment investment and raised funds raised funds serial number project name total amount of implementation subject funds total amount of original plan investment and cash plan investment amount into amount
1. Payment of cash consideration for this transaction new power technology — 28954262895426
2 “smart factory” project SAIC Hongyan 8733913635571674165965944116
3 “new generation smart heavy truck” project SAIC Hongyan 104021501040215094977669497766
4 R & D capability improvement project SAIC Hongyan – 2871541 – 1472480
Total 19809788
3、 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 for real-time monitoring and analysis of the equipment, 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
Investment amount
category
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. Adjust front and rear items
