登录新浪财经APP 搜索【信披】查看更多考评等级 股票简称：动力新科动力B股股票代码：600841 900920 编号：临2025-064 上海新动力汽车科技股份有限公司董事会 2025年度第三次临时会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其内容 的真实性、准确性和完整性承担法律责任。 上海新动力汽车科技股份有限公司（以下简称"公司"）董事会2025年度第三次临时会议于2025年9月29 日以通讯表决方式召开。本次会议应出席董事8名，实际出席8名。会议符合《公司法》及《公司章程》 的有关规定。经与会董事审议，通过如下议案： 一、关于公司与相关方联合出资参与上汽红岩重整事项的议案 同意公司与上海汽车工业（集团）有限公司、重庆两江新区高质量发展产业私募股权投资基金合伙企业 （有限合伙）、重庆发展资产经营有限公司组成联合体，报名参与上汽红岩汽车有限公司重整。 同意公司出资666,363,636.36元（联合体合计出资30亿元）参与上汽红岩汽车有限公司重整投资；提请 股东大会授权公司管理层，从维护公司利益最大化原则考虑，全权办理与本次交易相关包括但不限于下 列 ...

Fundraising Overview - The company Shanghai New Power Automotive Technology Co., Ltd. has completed a non-public issuance of 222,469,410 shares at a price of RMB 8.99 per share, raising a total of approximately RMB 1.999 billion, with a net amount of RMB 1.979 billion after deducting issuance costs [1][2] - The net proceeds have been deposited into a dedicated fundraising account, and the company has established a specialized management system for these funds [2][3] Fund Management - The company has implemented a fundraising management system in accordance with relevant laws and regulations, ensuring proper storage and usage of the raised funds [3] - As of June 30, 2025, the company has utilized RMB 1.067 billion of the raised funds, including RMB 89.18 million for replacing self-raised funds previously invested in projects [2][3] Fund Storage and Usage - The total balance of the fundraising account as of June 30, 2025, is RMB 721.34 million, which is being managed through fixed-term deposits and seven-day notice deposits [4][5] - The company has signed tripartite and quadripartite agreements with independent financial advisors and banks to ensure the proper management of the fundraising account [4][5] Adjustments and Changes - The company has made adjustments to its fundraising usage plan, including reallocating funds for liquidity purposes and project adjustments [6][7] - A total of RMB 289.54 million has been approved for replacing self-raised funds used in fundraising projects [6][7] Cash Management - The company has approved the use of up to RMB 1.039 billion of idle fundraising for cash management, primarily through fixed-term and notice deposits [6][7] - As of June 30, 2025, RMB 550 million has been allocated for cash management purposes [6][7] Legal and Compliance - The company has confirmed that there are no violations in the disclosure and management of the fundraising, ensuring compliance with relevant regulations [8][9] - The company has faced legal challenges, with RMB 280.65 million of funds frozen due to court orders, impacting the available balance in the fundraising account [8][9]

Core Viewpoint - The company announced a delay and suspension of certain fundraising investment projects due to market demand and operational adjustments, while ensuring that the essential aspects of the projects remain unchanged [1][5][6]. Fundraising Overview - The company raised approximately RMB 1.999 billion through a non-public issuance of 222,469,410 shares at a price of RMB 8.99 per share, with a net amount of RMB 1.979 billion remaining after expenses [1][2]. - As of June 30, 2025, the balance of the fundraising account was RMB 721.34 million, including interest of RMB 89.18 million [2][3]. Project Adjustments - The company has adjusted its fundraising usage plan, with specific projects experiencing delays in reaching their intended operational status [2][3]. - The projects affected include the "Commercial Vehicle Intelligent Engine Project," "New Generation High-Power Marine Engine Project," and "New Energy Electric Drive Bridge Project," with revised completion dates extending into 2026 and 2027 [3][4]. Reasons for Delays and Suspensions - Delays are attributed to market demand fluctuations and changes in customer requirements, impacting project timelines [3][5]. - The "New Generation Intelligent Heavy Truck Project" has been suspended due to the freezing of related funds by the court and ongoing bankruptcy restructuring proceedings for the subsidiary involved [5][6]. Impact on Company Operations - The delays and suspensions are deemed necessary decisions based on actual project progress and market conditions, with no substantial impact on the overall implementation of the projects or shareholder interests [5][6]. - The company maintains that these adjustments will not adversely affect its normal operations and are aligned with its strategic objectives [5][6]. Decision-Making Process - The decisions regarding project delays and suspensions were approved by the company's board and audit committee, following necessary regulatory procedures [6][7].

Summary of Key Points Core Viewpoint - The company has decided to postpone and suspend certain fundraising investment projects due to market demand and operational considerations, while ensuring that the essential aspects of the projects remain unchanged [4][6][7]. Group 1: Fundraising Overview - The company raised a total of approximately RMB 1.999 billion through a non-public issuance of 222,469,410 shares at a price of RMB 8.99 per share, with a net amount of approximately RMB 1.981 billion after deducting issuance costs [1]. - The funds are managed in a dedicated account, adhering to regulations and agreements with independent financial advisors and banks [2]. Group 2: Fundraising Utilization - As of June 30, 2025, the company has utilized approximately RMB 1.067 billion of the raised funds, with a remaining balance of approximately RMB 721 million [2]. - The adjusted fundraising plan includes specific projects such as "Commercial Vehicle Intelligent Engine Projects" and "New Energy Electric Drive Bridge Projects" [2]. Group 3: Project Postponement and Suspension - Certain projects, including the "D25 High-Performance Diesel Engine WGT Project" and "New Energy Electric Drive Bridge Product Development Project," have been postponed due to market conditions, with expected completion dates pushed to 2026 [4][6]. - The "New Generation Intelligent Heavy Truck Project" has been suspended due to legal issues affecting the subsidiary responsible for its implementation, which has led to a court-ordered restructuring [6][8]. Group 4: Impact and Decision-Making Process - The postponement and suspension of projects are based on careful consideration of market conditions and operational needs, and they do not alter the fundamental aspects of the projects or the intended use of funds [6][7]. - The decision has been approved by the company's board and audit committee, ensuring compliance with regulatory requirements [7].