Voucher Code: 002328 Securities Abbreviation: Xin Peng Shares Announcement Number: 2011027
Shanghai Xinpeng Industry Co., Ltd. Announcement on the Use of Partial Over-raised Funds for Additional Investment in Construction of Auto Parts and Components Project The Company and its directors, supervisors, and senior management personnel ensure that the contents of the announcement are true, accurate, and complete, and false records in the announcement. Misleading statements or major omissions bear responsibility.
As approved by the China Securities Regulatory Commission’s “Approval of the Approval of Shanghai Xinpeng Industry Co., Ltd. for Initial Public Offerings†[2009] No. 1317, the company publicly issued 75 million RMB ordinary shares for the first time. The issuance price per share is 19.38 yuan. The net proceeds raised amounted to RMB 1,383.6 million (after deducting the issuance and listing expenses), and the amount of funds raised was RMB 689.30 million over the original RMB 694.3 million raised funds. The above raised funds have been confirmed by Lixin Certified Public Accountants Co., Ltd. on December 23, 2009, under the letter “Report on Capital Verification†No. 24781 (2009). The above raised funds have all been deposited in the management of the raised capital account.
According to the "Stock Exchange Listing Rules of Shenzhen Stock Exchange," "Standard Operating Guidelines for Listed Companies in Small and Medium-sized Companies," and the "Memorandum of Information Disclosure for Medium and Small-sized Businesses No. 29: Use of Over-raised Funds and Raised Funds for Permanent Supplementary Liquidity", Grasping good market opportunities, expanding production scale, enhancing market competitiveness of products, and raising the efficiency of the use of raised funds, the company plans to use no more than RMB 65 million in super-raised funds to invest in one of the company’s raised capital investment projects— —Automobile molds and stampings production line projects (hereinafter referred to as "auto parts projects").
I. Progress of auto parts and components According to the company's “prospectusâ€, the total investment of the company’s “auto parts project†plan is 544.3 million yuan. According to the resolution of the company's 2009 annual general meeting of shareholders, a joint venture was established with Shanghai Volkswagen United Development Co., Ltd. (hereinafter referred to as “VWâ€) for 408 million yuan in the investment amount, and the joint venture company will operate the large-scale vehicle body covering of the passenger vehicle in this project. The stamping line business; the auto mold part of the auto mold and stamping parts production line project is still implemented independently by the company, and its investment amount is RMB 136.3 million. (See the company announcement: Pro 2010-21).
During the establishment of the joint venture company, the company and VW jointly decided to implement the joint venture plan in phases according to the needs of VW's joint operations, and established Shanghai Xinpeng Lianzhong Automotive Components Co., Ltd. (hereinafter referred to as “Xinpeng Lianzhongâ€) and Yangzhou Xinlian. Auto Parts Co., Ltd. (hereinafter referred to as "Yangzhou New Alliance"), two joint ventures, each holding 51% of the company's shares and a total investment of 306 million yuan. The follow-up joint ventures are still under negotiation. The two joint ventures are currently progressing smoothly. For details of the progress, please refer to “I. Review of the Company's Operations during the Reporting Period†in the “Report of the Board of Directors of the Company's 2011 Semi-annual Report†“(II) Each of the reporting period "Business Unit Operations" "3. Auto Parts Business Unit."
In addition to the project investment in the form of a joint venture, the automotive mold project is still implemented independently by the company. At present, it is mainly engaged in the construction phase of the entire auto parts project. As of August 26, 2011, the company's auto parts project has invested 10,449.59 million yuan, mainly for the acquisition of land and new plant infrastructure. The new plant is located at Block No. 08-1 of Huaxin Green Industrial Park, Shanghai Xijiao Economic Development Zone (hereinafter referred to as “Huawei Factory Areaâ€). This land lot is obtained through auction bidding, with a total area of ​​approximately 87 acres.
II. Additional investment using over-raised funds 1. Background of additional investment for the project:
On August 4, 2010, the 17th meeting of the first session of the Board of Directors reviewed and passed the “Proposal on Adjusting the Company's Proceeds for the Use of Certain Fund Raised Capital Projectsâ€, and decided to implement the automobile molds and stampings projects that were originally scheduled to be implemented in the Hualong Plant Area. Adjusted to Huawei factory implementation (for details, please refer to the company announcement: Pro 2010-03). Compared with the total area of ​​50 acres in the Hualong plant area, the entire scale of the Huawei plant area has increased by nearly 74%. Therefore, the original planned infrastructure costs cannot meet the construction needs of the new plant.
In addition, the company's Huawei plant area is mainly engaged in the stamping business and the unwinding and blanking business of large auto parts for the joint venture company Shanghai Xinpeng Lianzhong Automotive Components Co., Ltd., especially the "Schuler 8100T crossbar type" introduced for the operation of the stamping business. "High-speed automated press line" requires high requirements for the factory building. It needs to build a high standard, which can carry heavy loads and repeated heavy pressure floor.
Based on the above factors, the company plans to use additional funds not exceeding RMB 65 million to invest in additional “auto parts projectsâ€.
2. Project implementation body: Shanghai Xinpeng Industry Co., Ltd. 3. Project construction location: Huawei Factory 4. Investment content of the project: It is estimated that the total investment will not exceed RMB 65 million; among them, the accumulated investment in the infrastructure and supporting facilities of the factory will be 6, 020 million yuan and 4.8 million yuan investment in mold equipment.
5. Project construction time: It will be completed from now until the end of December 2011.
6, investment recovery methods:
According to the agreement between the company and VW on the negotiation of the joint-venture auto parts project, the plant used by the Xinpeng Lianzhong company will be built by the company, and the plant used by the Yangzhou Xinlian company will be jointly constructed by VW. After the construction of the factory building is completed, the joint venture company will use the form of lease. The lease fee will be determined based on the actual investment in the construction of the plant plus a certain percentage of management fee based on the fair price of the surrounding market. At present, because the entire infrastructure project has not yet been completed, the parties to the contract need to wait for the completion of the settlement of the entire project after the settlement of the lease fee.
III. Project Risk Warning The implementation of the project may have the following risks:
1. Market risk "Auto Parts Project" The company and the public jointly operated in joint ventures. The market prospect is broad. The company decided to invest in additional projects on the basis of full analysis and demonstration. The additional investment is mainly to ensure the smooth implementation of the project. According to the actual construction needs of the project, the construction fee for the factory area shall be added accordingly. In spite of this, due to the uncertainty of the market itself, there may still be certain market risks after the implementation of this project.
2. Project Management Risk The “Auto Parts Project†is the largest project of the company to raise funds for investment projects. In order to effectively control the project implementation process, ensure the smooth flow of information during project implementation, and ensure the successful completion of the project, the company has introduced internationally advanced projects. The concept of management, through the scientific control of the project, especially major issues, improve work efficiency and ensure the progress and quality of the project.
Therefore, the management risk of this project is small.
IV. Relevant review and approval procedures 1. Board of Directors' review on the use of part of the over-raised funds to invest in projects under construction The 10th meeting of the second session of the Board of Directors examined and adopted the “About the use of some over-raised funds to invest in the construction of auto parts projects. The motion agrees to use the "auto parts project" that is not under construction for more than 65 million yuan in this over-raised fund. This part of the funds is deposited in the company's special fund raising fund and used according to the project implementation progress.
The use of part of the over-raised funds to invest in the company's projects under construction is in line with the Shenzhen Stock Exchange "Guidelines for the Operation of SME Listed Companies" and "SME Board Information Disclosure Business Memorandum No. 29: Use of Super-raised Funds and Permanent Fund Raising Supplementary Working Capital, the relevant regulations regarding the use of over-raised funds by listed companies.
2. Independent opinions of the independent directors on the use of part of the over-raised funds into the projects under construction The independent directors of the company, after verification, issued an independent opinion on the issues: the company will ensure that the funds raised for the construction of the raised funds will be used under the precondition of ensuring the capital requirements for the project. The over-raised funds will be invested in additional auto parts projects under construction, which will help increase the efficiency of the use of raised funds. The use of over-raised funds does not contravene the implementation plan of the raised capital investment projects, does not affect the normal progress of the raised capital investment projects, and does not affect the situation of changing the direction of raised funds and impairing the interests of shareholders.
The company added some of the over-raised funds to the auto parts projects under construction. After the necessary approval procedures of the company, it complied with the requirements of the Shenzhen Stock Exchange's “Guidelines for the Operation of Listed Companies in Small and Medium-sized Enterprises Listed by the Shenzhen Stock Exchange†regarding the use of funds raised by listed companies. Provisions. Therefore, it is agreed that the company will not use more than 65 million yuan of super-raised funds to invest in "auto parts projects" under construction.
3. Opinions of the Supervisory Committee of the Company on using some over-raised proceeds to invest in projects under construction The 8th meeting of the second session of the Board of Supervisors reviewed and passed the “Proposal on the Use of Partial Over-raised Funds for the Construction of Auto Parts Projects†and agreed to use Super. No more than RMB 65 million of the funds raised will be used for the construction of the “Auto Parts Project†under construction.
4. Verification opinion of the sponsor institution on the company's use of part of the over-raised capital invested in the project under construction The company sponsor Qilu Securities Co., Ltd. expressed its opinion on the matter as follows:
Upon verification, the sponsor institution believes that the "Auto Parts Project" has progressed smoothly after the Xinpeng Shares have raised funds. In the implementation of the project, the company complied with market demand and raised the efficiency of the use of raised funds, and decided to invest in “auto parts projects†with over-raised funds of no more than RMB 65 million. Through this additional investment behavior, the company will strengthen the strategic cooperation relationship with the public, enhance the company's ability to produce new products, and help expand the company's market share. The above additional investment behavior is in the interests of the company and all shareholders.
The use of the funds raised by the company has not been in conflict with the raised capital investment projects, which does not affect the normal progress of the raised capital investment projects. There is no situation in which the raised funds are invested and the interests of shareholders are not changed in disguised form. The use of the funds raised has been considered by the company’s board of directors. Through the approval of the independent directors, etc., they expressed their clear consent and were in compliance with the Shenzhen Stock Exchange "Guidelines for the Operation of Listed Companies in SME Companies" and "SME Board Information Disclosure Business Memorandum No. 29: Use of Over-raised Funds and the Permanent Supplementary Flow of Raised Funds. "Funds" and other relevant regulations.
Qilu Securities agreed that Xinpeng's shares will use additional funds not exceeding RMB 65 million to invest in additional auto parts projects under construction.
V. Documents for inspection:
1. Resolution of the 10th meeting of the 2nd Board of Directors of the Company 2. Resolution of the 8th meeting of the 2nd Board of Supervisors of the Company 3. Opinions issued by the sponsor 4. The independent opinions expressed by independent directors are hereby announced.
Shanghai Xinpeng Industry Co., Ltd. Board of Directors August 29, 2011
Shanghai Xinpeng Industry Co., Ltd. Announcement on the Use of Partial Over-raised Funds for Additional Investment in Construction of Auto Parts and Components Project The Company and its directors, supervisors, and senior management personnel ensure that the contents of the announcement are true, accurate, and complete, and false records in the announcement. Misleading statements or major omissions bear responsibility.
As approved by the China Securities Regulatory Commission’s “Approval of the Approval of Shanghai Xinpeng Industry Co., Ltd. for Initial Public Offerings†[2009] No. 1317, the company publicly issued 75 million RMB ordinary shares for the first time. The issuance price per share is 19.38 yuan. The net proceeds raised amounted to RMB 1,383.6 million (after deducting the issuance and listing expenses), and the amount of funds raised was RMB 689.30 million over the original RMB 694.3 million raised funds. The above raised funds have been confirmed by Lixin Certified Public Accountants Co., Ltd. on December 23, 2009, under the letter “Report on Capital Verification†No. 24781 (2009). The above raised funds have all been deposited in the management of the raised capital account.
According to the "Stock Exchange Listing Rules of Shenzhen Stock Exchange," "Standard Operating Guidelines for Listed Companies in Small and Medium-sized Companies," and the "Memorandum of Information Disclosure for Medium and Small-sized Businesses No. 29: Use of Over-raised Funds and Raised Funds for Permanent Supplementary Liquidity", Grasping good market opportunities, expanding production scale, enhancing market competitiveness of products, and raising the efficiency of the use of raised funds, the company plans to use no more than RMB 65 million in super-raised funds to invest in one of the company’s raised capital investment projects— —Automobile molds and stampings production line projects (hereinafter referred to as "auto parts projects").
I. Progress of auto parts and components According to the company's “prospectusâ€, the total investment of the company’s “auto parts project†plan is 544.3 million yuan. According to the resolution of the company's 2009 annual general meeting of shareholders, a joint venture was established with Shanghai Volkswagen United Development Co., Ltd. (hereinafter referred to as “VWâ€) for 408 million yuan in the investment amount, and the joint venture company will operate the large-scale vehicle body covering of the passenger vehicle in this project. The stamping line business; the auto mold part of the auto mold and stamping parts production line project is still implemented independently by the company, and its investment amount is RMB 136.3 million. (See the company announcement: Pro 2010-21).
During the establishment of the joint venture company, the company and VW jointly decided to implement the joint venture plan in phases according to the needs of VW's joint operations, and established Shanghai Xinpeng Lianzhong Automotive Components Co., Ltd. (hereinafter referred to as “Xinpeng Lianzhongâ€) and Yangzhou Xinlian. Auto Parts Co., Ltd. (hereinafter referred to as "Yangzhou New Alliance"), two joint ventures, each holding 51% of the company's shares and a total investment of 306 million yuan. The follow-up joint ventures are still under negotiation. The two joint ventures are currently progressing smoothly. For details of the progress, please refer to “I. Review of the Company's Operations during the Reporting Period†in the “Report of the Board of Directors of the Company's 2011 Semi-annual Report†“(II) Each of the reporting period "Business Unit Operations" "3. Auto Parts Business Unit."
In addition to the project investment in the form of a joint venture, the automotive mold project is still implemented independently by the company. At present, it is mainly engaged in the construction phase of the entire auto parts project. As of August 26, 2011, the company's auto parts project has invested 10,449.59 million yuan, mainly for the acquisition of land and new plant infrastructure. The new plant is located at Block No. 08-1 of Huaxin Green Industrial Park, Shanghai Xijiao Economic Development Zone (hereinafter referred to as “Huawei Factory Areaâ€). This land lot is obtained through auction bidding, with a total area of ​​approximately 87 acres.
II. Additional investment using over-raised funds 1. Background of additional investment for the project:
On August 4, 2010, the 17th meeting of the first session of the Board of Directors reviewed and passed the “Proposal on Adjusting the Company's Proceeds for the Use of Certain Fund Raised Capital Projectsâ€, and decided to implement the automobile molds and stampings projects that were originally scheduled to be implemented in the Hualong Plant Area. Adjusted to Huawei factory implementation (for details, please refer to the company announcement: Pro 2010-03). Compared with the total area of ​​50 acres in the Hualong plant area, the entire scale of the Huawei plant area has increased by nearly 74%. Therefore, the original planned infrastructure costs cannot meet the construction needs of the new plant.
In addition, the company's Huawei plant area is mainly engaged in the stamping business and the unwinding and blanking business of large auto parts for the joint venture company Shanghai Xinpeng Lianzhong Automotive Components Co., Ltd., especially the "Schuler 8100T crossbar type" introduced for the operation of the stamping business. "High-speed automated press line" requires high requirements for the factory building. It needs to build a high standard, which can carry heavy loads and repeated heavy pressure floor.
Based on the above factors, the company plans to use additional funds not exceeding RMB 65 million to invest in additional “auto parts projectsâ€.
2. Project implementation body: Shanghai Xinpeng Industry Co., Ltd. 3. Project construction location: Huawei Factory 4. Investment content of the project: It is estimated that the total investment will not exceed RMB 65 million; among them, the accumulated investment in the infrastructure and supporting facilities of the factory will be 6, 020 million yuan and 4.8 million yuan investment in mold equipment.
5. Project construction time: It will be completed from now until the end of December 2011.
6, investment recovery methods:
According to the agreement between the company and VW on the negotiation of the joint-venture auto parts project, the plant used by the Xinpeng Lianzhong company will be built by the company, and the plant used by the Yangzhou Xinlian company will be jointly constructed by VW. After the construction of the factory building is completed, the joint venture company will use the form of lease. The lease fee will be determined based on the actual investment in the construction of the plant plus a certain percentage of management fee based on the fair price of the surrounding market. At present, because the entire infrastructure project has not yet been completed, the parties to the contract need to wait for the completion of the settlement of the entire project after the settlement of the lease fee.
III. Project Risk Warning The implementation of the project may have the following risks:
1. Market risk "Auto Parts Project" The company and the public jointly operated in joint ventures. The market prospect is broad. The company decided to invest in additional projects on the basis of full analysis and demonstration. The additional investment is mainly to ensure the smooth implementation of the project. According to the actual construction needs of the project, the construction fee for the factory area shall be added accordingly. In spite of this, due to the uncertainty of the market itself, there may still be certain market risks after the implementation of this project.
2. Project Management Risk The “Auto Parts Project†is the largest project of the company to raise funds for investment projects. In order to effectively control the project implementation process, ensure the smooth flow of information during project implementation, and ensure the successful completion of the project, the company has introduced internationally advanced projects. The concept of management, through the scientific control of the project, especially major issues, improve work efficiency and ensure the progress and quality of the project.
Therefore, the management risk of this project is small.
IV. Relevant review and approval procedures 1. Board of Directors' review on the use of part of the over-raised funds to invest in projects under construction The 10th meeting of the second session of the Board of Directors examined and adopted the “About the use of some over-raised funds to invest in the construction of auto parts projects. The motion agrees to use the "auto parts project" that is not under construction for more than 65 million yuan in this over-raised fund. This part of the funds is deposited in the company's special fund raising fund and used according to the project implementation progress.
The use of part of the over-raised funds to invest in the company's projects under construction is in line with the Shenzhen Stock Exchange "Guidelines for the Operation of SME Listed Companies" and "SME Board Information Disclosure Business Memorandum No. 29: Use of Super-raised Funds and Permanent Fund Raising Supplementary Working Capital, the relevant regulations regarding the use of over-raised funds by listed companies.
2. Independent opinions of the independent directors on the use of part of the over-raised funds into the projects under construction The independent directors of the company, after verification, issued an independent opinion on the issues: the company will ensure that the funds raised for the construction of the raised funds will be used under the precondition of ensuring the capital requirements for the project. The over-raised funds will be invested in additional auto parts projects under construction, which will help increase the efficiency of the use of raised funds. The use of over-raised funds does not contravene the implementation plan of the raised capital investment projects, does not affect the normal progress of the raised capital investment projects, and does not affect the situation of changing the direction of raised funds and impairing the interests of shareholders.
The company added some of the over-raised funds to the auto parts projects under construction. After the necessary approval procedures of the company, it complied with the requirements of the Shenzhen Stock Exchange's “Guidelines for the Operation of Listed Companies in Small and Medium-sized Enterprises Listed by the Shenzhen Stock Exchange†regarding the use of funds raised by listed companies. Provisions. Therefore, it is agreed that the company will not use more than 65 million yuan of super-raised funds to invest in "auto parts projects" under construction.
3. Opinions of the Supervisory Committee of the Company on using some over-raised proceeds to invest in projects under construction The 8th meeting of the second session of the Board of Supervisors reviewed and passed the “Proposal on the Use of Partial Over-raised Funds for the Construction of Auto Parts Projects†and agreed to use Super. No more than RMB 65 million of the funds raised will be used for the construction of the “Auto Parts Project†under construction.
4. Verification opinion of the sponsor institution on the company's use of part of the over-raised capital invested in the project under construction The company sponsor Qilu Securities Co., Ltd. expressed its opinion on the matter as follows:
Upon verification, the sponsor institution believes that the "Auto Parts Project" has progressed smoothly after the Xinpeng Shares have raised funds. In the implementation of the project, the company complied with market demand and raised the efficiency of the use of raised funds, and decided to invest in “auto parts projects†with over-raised funds of no more than RMB 65 million. Through this additional investment behavior, the company will strengthen the strategic cooperation relationship with the public, enhance the company's ability to produce new products, and help expand the company's market share. The above additional investment behavior is in the interests of the company and all shareholders.
The use of the funds raised by the company has not been in conflict with the raised capital investment projects, which does not affect the normal progress of the raised capital investment projects. There is no situation in which the raised funds are invested and the interests of shareholders are not changed in disguised form. The use of the funds raised has been considered by the company’s board of directors. Through the approval of the independent directors, etc., they expressed their clear consent and were in compliance with the Shenzhen Stock Exchange "Guidelines for the Operation of Listed Companies in SME Companies" and "SME Board Information Disclosure Business Memorandum No. 29: Use of Over-raised Funds and the Permanent Supplementary Flow of Raised Funds. "Funds" and other relevant regulations.
Qilu Securities agreed that Xinpeng's shares will use additional funds not exceeding RMB 65 million to invest in additional auto parts projects under construction.
V. Documents for inspection:
1. Resolution of the 10th meeting of the 2nd Board of Directors of the Company 2. Resolution of the 8th meeting of the 2nd Board of Supervisors of the Company 3. Opinions issued by the sponsor 4. The independent opinions expressed by independent directors are hereby announced.
Shanghai Xinpeng Industry Co., Ltd. Board of Directors August 29, 2011
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