Shanghai Diesel Engine Co., Ltd. (SHSE:900920) agreed to acquire a 50% stake in SAIC-IVECO Commercial Vehicle Investment Company Ltd., 56.96% stake in Saic-iveco Hongyan Commercial Vehicle Co., Ltd from SAIC Motor Corporation Limited (SHSE:600104), 34% stake in Saic-iveco Hongyan Commercial Vehicle Co., Ltd. and 10% stake in SAIC Fiat Powertrain HongYan Co., Ltd. from Chongqing Machinery and Electronics Holding (Group) Company Limited and 9.04% stake in Saic-iveco Hongyan Commercial Vehicle Co., Ltd. from SAIC-IVECO Commercial Vehicle Investment Company Ltd. on January 4, 2021. Shanghai Diesel Engine Co., Ltd. entered into a supplement agreement to acquire 50% stake in SAIC-IVECO Commercial Vehicle Investment Company Ltd., 56.96% stake in Saic-iveco Hongyan Commercial Vehicle Co., Ltd from SAIC Motor Corporation Limited, 34% stake in Saic-iveco Hongyan Commercial Vehicle Co., Ltd. and 10% stake in SAIC Fiat Powertrain HongYan Co., Ltd. from Chongqing Machinery and Electronics Holding (Group) Company Limited and 9.04% stake in Saic-iveco Hongyan Commercial Vehicle Co., Ltd. from SAIC-IVECO Commercial Vehicle Investment Company Ltd. for CNY 4.7 billion on March 31, 2021. Under the terms of the transaction, the acquisition of shares from SAIC Motor Corporation and Chongqing Machinery will be paid in shares like 50% stake in SAIC-IVECO Commercial Vehicle Investment Company Ltd. for CNY 1.14 billion and 56.96% stake in Saic-iveco Hongyan Commercial Vehicle Co., Ltd. for CNY 1.8 billion in shares, and the Shanghai Diesel Engine will issue a total of 363 million shares as consideration, 34% stake in Saic-iveco Hongyan Commercial Vehicle Co., Ltd. for CNY 1.1 billion and 10% stake in SAIC Fiat Powertrain HongYan Co., Ltd. for CNY 331 million and the Shanghai Diesel Engine will issue a total of 174,058,823 shares as consideration while the 9.04% in SAIC will be paid in cash for CNY 289.5 million. The issue price of this issuance is CNY 8.16 per share. The issue price of the company's share issuance and cash payment for purchase of assets was adjusted from CNY 8.16 per share to CNY 8.08 per share, and the number of shares to be issued was adjusted from 537,059,075 shares to 542,376,492 shares. The transaction is funded by issue of shares by Shanghai Diesel Engine of not more than CNY 2 billion. SAIC-IVECO Investment reported revenues of CNY 3.3 billion and net profit of approximately CNY 420 million in 2019 as well as total assets of CNY 4.2 billion and owners' equity of CNY 2 billion in the year ending September 30, 2020. Saic-iveco Hongyan reported revenues of CNY 17.4 billion, net profits of approximately CNY 270 million in 2019 and total assets of CNY 13.2 billion and owners' equity of CNY 1.7 billion in the year ending on September 30, 2020. SAIC Fiat reported revenues of CNY 3.3 billion and net profits of approximately CNY 400 million in 2019 as well as total assets CNY 4 billion and owners' equity of CNY 2.1 billion in the year ending on September 30, 2020. The transaction is subject to the approval of the Board of Directors and shareholders of Shanghai Diesel Engine, the approval of Anti-Monopoly Bureau of the State Administration for Market Regulation and the Anti-Monopoly Bureau of the State Administration for Market Regulation. As of June 9, 2021, the Anti-Monopoly Law of the People's Republic of China decided that no further review will be implemented on the case of Shanghai Diesel Engine Co., Ltd.'s acquisition of the shares of SAIC Fiat Hongyan Powertrain Co., Ltd. and SAIC Iveco Hongyan Commercial Vehicle Co., Ltd. As of June 24, 2021, the China Securities Regulatory Commission approved the acquisition. On July 9, 2021, Shanghai DieselEngine Co., Ltd. received approval from China Securities Regulatory Commission for issuance of 363 million shares as consideration to SAIC Motor Corporation Limited and 174.06 million shares to SAIC-IVECO Commercial Vehicle Investment Company Ltd. Guotai Junan Securities Co., Ltd. acted as financial advisor, Jiayuan Law acted as legal advisor and Deloitte Touche Tohmatsu Certified Public Accountants LLP acted as accountant to Shanghai Diesel Engine.

Shanghai Diesel Engine Co., Ltd. (SHSE:900920) completed the acquisition of a 50% stake in SAIC-IVECO Commercial Vehicle Investment Company Ltd., 56.96% stake in Saic-iveco Hongyan Commercial Vehicle Co., Ltd from SAIC Motor Corporation Limited (SHSE:600104), 34% stake in Saic-iveco Hongyan Commercial Vehicle Co., Ltd. and 10% stake in SAIC Fiat Powertrain HongYan Co., Ltd. from Chongqing Machinery and Electronics Holding (Group) Company Limited and 9.04% stake in Saic-iveco Hongyan Commercial Vehicle Co., Ltd. from SAIC-IVECO Commercial Vehicle Investment Company Ltd. on August 26, 2021. The transaction has obtained the necessary approval and approval procedures.