Stock abbreviation: Shanghai Diesel Engine Co.Ltd(600841) Shangchai B Share Stock Code: Shanghai Diesel Engine Co.Ltd(600841) 900920 No.: lin2022009 Shanghai new power automobile technology Co., Ltd
Special report on the deposit and actual use of raised funds in 2021
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. 1、 Basic information of raised funds
Upon deliberation and approval of the board meeting and the general meeting of shareholders of Shanghai New Power Automotive Technology Co., Ltd. (hereinafter referred to as “the company” and “new power technology”), And 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’s name has been renamed by Shanghai Diesel Engine Co.Ltd(600841) to Shanghai new power automobile technology Co., Ltd. in January 2022), and 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) A total of 20 specific investors (hereinafter referred to as “issuing objects”) from 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 issued 222469410 ordinary shares (A shares) (hereinafter referred to as “this non-public offering”), with a par value of RMB 1.00 each, The issue price is 8.99 yuan per share, and the total amount of funds raised is 19999999590 yuan. 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).
In accordance with the relevant provisions of the measures for the administration of securities issuance of listed companies, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and the company’s management system for raised funds, the company has formulated a special account storage system for raised funds, established a special account for management, earmarked funds for special purposes, and worked with independent financial consultants The opening bank of the special account for raised funds has signed the tripartite supervision agreement on the storage of the special account for raised funds; Signed the four party supervision agreement on the storage of special account for raised funds with independent financial consultant, the bank that opened the special account for raised funds and SAIC Hongyan Automobile Co., Ltd.
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 355715800 yuan was actually used in 2021. As of December 31, 2021, the balance of the raised funds account was RMB 1627990400 (including interest of RMB 3868700).
2、 Management of raised funds
(I) formulation and implementation of raised funds management system
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.
(II) storage of raised funds
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 SAIC Hongyan Automobile Co., Ltd., a subsidiary of the company that actually uses the raised funds, has also opened a special account to store the raised funds allocated by the company.
As of December 31, 2021, the company’s deposits of funds raised by non-public offering in 2021 are as follows:
Unit: RMB 10000
Serial number account entity account number / certificate of deposit number up to 2021
Balance at December 31
1 Shanghai New Power Automotive Technology Co., Ltd. 365101880013636363383.85
2 Shanghai New Power Automotive Technology Co., Ltd. (note) 365101810018159503920000
3 Shanghai New Power Automotive Technology Co., Ltd. (note) 365101810018160913000000
4 SAIC Hongyan Automobile Co., Ltd. 3651018800137401463515.19
5 SAIC Hongyan Automobile Co., Ltd. (note) 365101810018168443000000
Total 16279904
Note: these accounts are used by the company and its subsidiary SAIC Hongyan Automobile Co., Ltd. for the cash management of idle raised funds, and the type of cash management is one-year fixed deposit.
(III) third party supervision on the storage of raised funds in the special account
The company and its subsidiary SAIC Hongyan Automobile Co., Ltd. set up special accounts for management and use of special funds in accordance with the relevant provisions of the measures for the administration of securities issuance of listed companies, the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and the company’s management system for raised funds. The company has signed the tripartite supervision agreement on the storage of the special account for raised funds with the independent financial consultant and the bank opening the special account for raised funds; The company signed the four party supervision agreement on the storage of special account for raised funds with independent financial consultant, the bank that opened the special account for raised funds and SAIC Hongyan Automobile Co., Ltd. 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.
3、 Actual use of raised funds this year
(I) use of funds for investment projects 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 announcement.
(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). The independent financial consultant issued verification opinions on this.
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: RMB 10000
Project name implementation subject (note) intends to use self raised funds to raise funds
No. capital amount investment amount replacement amount
1. Payment of transaction cash consideration Shanghai New Power Automotive Technology Co., Ltd
2 “smart factory” project SAIC Hongyan Automobile Co., Ltd. 7416596 – company
3 “new generation smart heavy truck” item SAIC Hongyan Automobile Co., Ltd. 9497766 – target company
Total 1980978828954262895426
Note: SAIC Hongyan Automobile Co., Ltd., formerly known as “SAIC Iveco Hongyan Commercial Vehicle Co., Ltd”, changed its name and replaced its business license on September 8, 2021.
(III) temporary replenishment of working capital with idle raised funds
In 2021, the company did not use idle raised funds to temporarily supplement working capital. (IV) cash management of idle raised funds and investment in related products
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 using idle raised funds for cash management respectively, and agreed that the company should use idle raised funds of no more than RMB 1.6 billion for cash management. The independent directors of the company gave their opinions on the above matters, and the independent financial adviser gave his 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 cash management with 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 Automobile Co., Ltd. used idle raised funds for cash management, with a total amount of RMB 992 million. The cash management type is one-year fixed deposit, as shown in the following table:
Unit: 10000 yuan
Account name bank account number currency interest rate account balance start date end date
New power technology 36510181001815950 people’s 2.25% 392 Shenzhen Zhongheng Huafa Co.Ltd(000020) 21 / 12 / 282022 / 12 / 28
New power technology 36510181001816091 people’s 2.25% 30 China Vanke Co.Ltd(000002) 021 / 12 / 282022 / 12 / 28
SAIC Hongyan 36510181001816844 people’s 2.25% 30 China Vanke Co.Ltd(000002) 021 / 12 / 282022 / 12 / 28
Total 9920000
(V) 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.
(VI) 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.
(VII) 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.
(VIII) other information about the use of raised funds
As of December 31, 2021, the company has no other use of the raised funds. 4、 Change the use of funds of raised investment projects
As of December 31, 2021,
