Shangchai officially joins SAIC and unveils a new page in its development history

On January 16, 2009, Shangchai Company held the first extraordinary general meeting of 2009, the board of directors, and the board of supervisors related conferences respectively. With 100% approval of the high votes, by-election Xiao Guopu, Gu Feng, Cheng Jinglei, Gu Qing, Xiong Weiming Mr. Ouyang Minggao and Yan Yiming are independent directors of the 5th Board of Directors of the Company. Mr. Zhou Langhui and Mr. Zhu Xian are supervisors of the 5th Board of Supervisors of the Company. He unanimously agreed that Mr. Xiao Guopu shall be elected as the fifth member of the company. The chairman of the board of directors, Mr. Zhou Langhui is the chairman of the fifth session of the board of supervisors. The adjusted fifth board of directors consists of Xiao Guopu, Gu Feng, Cheng Jinglei, Gu Qing, Xiong Weiming, Li Jianjin, Ouyang Minggao, Yan Yiming and Chu Yijun as independent directors.

At the end of December 2008, Chen Longxing, chairman and director of the original company, former director Yu Yingui, Ye Fucai, Chen Ganjin and Zhao Wei, former independent directors Ni Hongjie and Han Hao submitted written resignations to the board of directors of the company. The former chairman and supervisor of the company's supervisory board, Wang Shibiao, and former supervisor Yang Bowei submitted written resignations to the board of supervisors of the company. In addition, on December 29, 2008, the company received the transfer confirmation letter from Shanghai Branch of China Securities Depository and Clearing Co., Ltd. transferred from Shanghai Automotive Group Co., Ltd. (“Shanghai Auto”). Shanghai Electric Group Co., Ltd. has Its 241,709,280 shares (accounting for 50.32% of the company's total share capital) held by the company were transferred to Shanghai Automotive.

The aforesaid share transfer has been approved by the State-owned Assets Supervision and Administration Commission of the State Council “on the issues concerning the transfer of shares held by state-owned shareholders of Shanghai Diesel Engine Co., Ltd.” (State Assets Rights [2008] No. 339) and the Ministry of Commerce of the People's Republic of China “on the consent of Shanghai” Approval of Equity Transfer of Diesel Engine Co., Ltd. (Zheshang [2008] No. 652), China Securities Regulatory Commission, Approval of Shanghai Automotive Group Co., Ltd. Announcement of Acquisition Report of Shanghai Diesel Engine Co., Ltd. and Exemption of its Tender Offer Obligations Reply (Zheng Jian Ji [2008] No. 1082).

The completion of the above-mentioned transfer of shares and the adjustment of the members of the board of directors means that Shangchai is formally incorporated into the territory of Shanghai Automotive and becomes one of the world's top 500 aviation fleets. This is a new opportunity in the history of Shangchai’s development and a new beginning.

With a history of more than 60 years, Shanghai Diesel Engine Co., Ltd. currently has a strong overall R&D capability for engines, supporting engineering machinery, commercial vehicles, and shipbuilding power stations. It is one of the most important power suppliers in the domestic construction machinery and automotive industries. Shanghai Automotive is one of the top three automotive groups in the country and has an important position in the automotive industry in China. In 2008, the total vehicle sales reached 1.82 million units. In recent years, SAIC Motors has vigorously developed its own brand cars and gradually formed a complete industrial group of mini vehicles, sedans, mid-sized vehicles and commercial vehicles, while commercial vehicles will become an important strategic support for SAIC Motor's own brands.

Shangchai, one of the engine manufacturers of the "core" of commercial vehicles, entered the Shanghai Automotive System, and through the 100-day integration, it clearly defined the strategy of "rapidly developing the automotive market, consolidating the development of the industrial machine market, and appropriately developing the shipbuilding market". New positioning and planning have been formed, and the main management and control processes have been optimized, and a culture of “meeting user needs, improving innovation capabilities, integrating global resources, and advocating humanistic management” has been incorporated.

After the completion of the share transfer, Shanghai Diesel Engine will gradually shift from the current market of construction machinery to the simultaneous development of the automotive market and construction machinery market. In the field of non-vehicle diesel engines, Shangchai will continue to be an independent supplier of multi-field diesel engines, provide various products for construction machinery, small and medium-sized vessels and generator sets, and maintain the status of major power suppliers for construction machinery; and in the field of diesel engines for vehicles Shangchai will rely on SAIC Motor’s strong position in the vehicle field to become not only a diesel engine subsidiary of SAIC Motor, but will also gradually develop into an independent supplier of automotive diesel engines, providing a wide range of products for more vehicle manufacturers, gradually Become a major power supplier for commercial vehicles. After Shanghai Diesel joins Shanghai Automotive, it will further improve the supply system of key auto parts and components of Shanghai Auto, enhance the independent research and development capabilities of the Shanghai auto commercial vehicle business, and thereby increase the market competitiveness of Shanghai Automotive in the automotive industry, especially in the commercial vehicle sector, and expand the industrial chain. Promote the comprehensive strength of Shanghai Automotive in the automotive market.

All employees of Shangchai will firmly grasp this historical opportunity and fully integrate into Shanghai Automotive. They will strive for development with efficiency and pragmatically welcome the coming of spring. They will strive to create a new situation for Shangchai and write a new chapter in the history of Shangchai.

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