Share’s code： 000550 Share’s Name： Jiangling Motors No.： 2019-014
200550 Jiangling B
Jiangling Motors Corporation, Ltd.
Public Announcement on Forecast of
the Routine Related Party Transactions in 2019
Jiangling Motors Corporation, Ltd. and its Board members undertake that the
information disclosed herein is truthful, accurate and complete and does not
contain any false statement, misrepresentation or major omission.
I. Brief Introduction
The Board of Directors of Jiangling Motors Corporation, Ltd. (hereinafter referred to
as "JMC" or the "Company") approved the 2019 routine related party transaction
forecast proposal from March 19 to March 26, 2019.
The routine related party transaction forecast proposal covered all the related parties
with JMC, where total annual transaction with each of them is projected to be over
RMB 52 million. These related parties were clarified as Type A and Type B. Type A
means the related parties with JMC, where total annual transactions with each of them
is projected to be over RMB 520 million, and Type B means the related parties with
JMC, where total annual transactions with each of them is projected to be between
RMB 52 million and RMB 520 million.
The Board of Directors approves the 2019 forecast proposal for type A routine related
party transactions and authorizes the Execute Committee to finalize detailed contracts
with the individual related parties and to submit them to the Shareholders’ Meeting
for approval. When voting on the proposals at the shareholders’ meeting, Ford Motor
Company (“Ford”) will withdraw from the voting on the related party transactions
associated with Ford and its affiliates; Jiangling Motor Holdings Co., Ltd. (“JHC”)
will withdraw from the voting on the related party transactions associated with
Jiangling Motors Company Group Co., Ltd. (“JMCG”) and its affiliates, Changan
Automobile Co., Ltd. and its affiliates, or JHC and its affiliates.
The Board of Directors approves the 2019 forecast proposal for type B routine related
party transactions and authorizes the Execute Committee to sign detailed contracts
with the individual related parties.
Nine directors shall attend this meeting and eight were present. Director Thomas Fann
did not attend this meeting, and he authorized Vice Chairman Anning Chen to
represent him at this meeting.
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When voting on the proposal, Director Anning Chen, Director David Johnston and
Director Thomas Fann withdrew from the voting on the related party transactions
associated with Ford and its affiliates; Director Qiu Tiangao and Director Xiong
Chunying withdrew from the voting on the related party transactions associated with
JMCG and its affiliates; Director Qiu Tiangao ,Director Xiong Chunying and Director
Yuan Mingxue withdrew from the voting on the related party transactions associated
with JHC and its affiliates; all the other directors agreed with this proposal.
II. Types and amounts of routine related party transactions
1. Main Content and amounts of routine related party transactions in 2019
i. Type A, which means the related parties with JMC, where total annual
transactions with each of them is projected to be over RMB 520 million, are listed
as follows:
RMB million
2019 Amount 2018
transactions incurred as of transactions
Related Party Category Content
amount the disclosure amount
(Forecast) date (Actual)
Deposit interest 32 2 17
Deposit
interest and Guarantees 6 4 4
JMCG Finance accumulation Payment settlement /
34,404 2,297 20,170
Company settlement Deposits
amount Financing
250 1 0-
subvention
Subtotal 34,692 2304 20,191
Settlement amount 6,112 0 0
Ford Motor Settlement
Financing
Finance (China) amount 90 0 0
subvention
Co., Ltd.
Subtotal 6,202 0 0
Settlement amount 5,001 0 0
Settlement
Changan Auto Financing
amount 80 0 0
Finance Co., Ltd. subvention
Subtotal 5,081 0 0
Purchase of goods
Purchase 4,598 271 2,778
and service
JMCG and its
Sales of goods and
subsidiaries Sales 512 30 374
service
Subtotal 5,110 301 3,152
Purchase of goods
Purchase 2,500 120 1,359
and service
Ford and its
Sales of goods and
subsidiaries Sales 100 0 11
service
Subtotal 2,600 120 1,370
2
Purchase of goods
Purchase 20 1 9
Jiangxi Jiangling and service
Motors Imp. & Sales of goods and
Sales 1,582 130 1,228
Exp. Co., Ltd. service
Subtotal 1,602 131 1,237
Nanchang Purchase of goods
Purchase 1,472 66 922
Baojiang Steel and service
Processing
Distribution Co., Subtotal 1,472 66 922
Ltd
GETRAG Purchase of goods
Purchase 1,135 71 801
(Jiangxi) and service
Transmission
Subtotal 1,135 71 801
Company
Purchase of goods
Jiangxi Huaxiang Purchase 990 75 521
and service
Auto
Sales of goods and
Components Co., Sales 31 0 14
service
Ltd.
Subtotal 1,021 75 535
Purchase of goods
Purchase 854 55 456
Jiangxi Jiangling and service
Lear Interior Sales of goods and
Sales 20 1 6
System Co., Ltd service
Subtotal 874 56 462
Jiangxi JMCG Purchase of goods
Purchase 263 17 193
Specialty and service
Vehicles Sales of goods and
Sales 287 13 257
Corporation, service
Ltd. and its
Subtotal 550 30 450
subsidiaries
Hanon Systems Purchase of goods
Purchase 378 18 250
(Nanchang) and service
Co., Ltd. Subtotal 378 18 250
ii. Type B, which means the related parties with JMC, where total annual transactions
with each of them is projected to be between RMB 52 million and RMB 520 million,
are listed as follows:
RMB million
2019 Amount 2018
transactions incurred as of transactions
Related Party Category Content
amount the disclosure amount
(Forecast) date (Actual)
Nanchang Unistar Purchase of goods
Purchase 455 22 298
Electric & and service
3
Electronics Co., Ltd. Subtotal 455 22 298
Faurecia Emissions Purchase of goods
Purchase 415 23 199
Control and service
Technologies
Subtotal 415 23 199
(Nanchang) Co., Ltd.
Changan Ford Purchase of goods
Purchase 380 14 28
Automobile CO., and service
Ltd. Subtotal 380 14 28
Nanchang Meclans Purchase of goods
Purchase 280 12 92
Auto Mirror Co., and service
Ltd. Subtotal 280 12 92
Purchase of goods
Purchase 155 4 86
Jiangling Motor and service
Holdings Co., Ltd. Sales of goods and
Sales 70 0 39
and its subsidiaries service
Subtotal 225 4 125
Purchase of goods
Purchase 70 1 50
Jiangxi Jiangling and service
Group Special Sales of goods and
Sales 119 9 85
Vehicle Co., Ltd. service
Subtotal 189 10 135
Purchase of goods
Purchase 71 7 47
and service
Nanchang Hengou
Sales of goods and
Industry Co., Ltd. Sales 41 0 29
service
Subtotal 112 7 76
Nanchang Yinlun Purchase of goods
Purchase 108 7 54
Heat-exchanger Co., and service
Ltd. Subtotal 108 7 54
Purchase of goods
Jiangxi ISUZU Purchase 95 7 50
and service
Engine Co., Ltd.
Subtotal 95 7 50
2. Main Content and amounts of routine related party transactions in 2018
RMB million
Differences
Actual between
2018 2018 transactions actual
transactions transactions amount transactions
Related Party Category Content
amount amount as % of amount and
(Actual) (Forecast) similar forecast
business transactions
amount （%）
4
Deposit Deposit interest 17 27 9.04% -37%
interest and
JMCG Finance Guarantees 4 4 100% 0%
accumulation
Company
settlement Payment settlement
20,170 29,366 - -31%
amount / Deposits
Purchase of goods
Purchase 2,778 3,456 12.80% -20%
JMCG and its and service
subsidiaries Sales of goods and
Sales 374 394 1.32% -5%
service
Purchase of goods
Purchase 1,359 2,003 6.26% -32%
Ford and its and service
subsidiaries Sales of goods and
Sales 11 - 0.04% -
service
Purchase of goods
Jiangxi Jiangling Purchase 9 382 0.04% -98%
and service
Motors Imp. &
Sales of goods and
Exp. Co., Ltd. Sales 1,228 1,762 4.35% -30%
service
Nanchang
Baojiang Steel
Purchase of goods
Processing Purchase 922 1,110 4.25% -17%
and service
Distribution Co.,
Ltd.
GETRAG
(Jiangxi) Purchase of goods
Purchase 801 1,064 3.69% -25%
Transmission and service
Company
Jiangxi Huaxiang Purchase of goods
Purchase 521 666 2.40% -22%
Auto and service
Components Co., Sales of goods and
Sales 14 22 0.05% -36%
Ltd. service
Purchase of goods
Jiangxi Jiangling Purchase 456 691 2.10% -34%
and service
Lear Interior
Sales of goods and
System Co., Ltd. Sales 6 15 0.02% -60%
service
Jiangxi JMCG Purchase of goods
Purchase 193 260 0.89% -26%
Specialty and service
Vehicles
Corporation, Sales of goods and
Sales 257 215 0.91% 20%
Ltd. and its service
subsidiaries
Hanon
Systems Purchase of goods
Purchase 250 331 1.15% -24%
(Nanchang) and service
Co., Ltd.
5
Nanchang
Unistar Electric Purchase of goods
Purchase 298 326 1.37% -9%
& Electronics and service
Co., Ltd.
Faurecia
Emissions
Control Purchase of goods
Purchase 199 293 0.92% -32%
Technologies and service
(Nanchang) Co.,
Ltd.
Nanchang
Purchase of goods
Meclans Auto Purchase 92 150 0.42% -39%
and service
Mirror Co., Ltd.
Jiangling Motor Purchase of goods
Purchase 86 152 0.40% -43%
Holdings Co., and service
Ltd. and its Sales of goods and
Sales 39 55 0.14% -29%
subsidiaries service
Purchase of goods
Nanchang Purchase 47 80 0.22% -41%
and service
Hengou Industry
Sales of goods and
Co., Ltd. Sales 29 - 0.10% -
service
Nanchang
Yinlun Purchase of goods
Purchase 54 72 0.25% -25%
Heat-exchanger and service
Co., Ltd.
Jiangxi ISUZU Purchase of goods
Purchase 50 67 0.23% -25%
Engine Co., Ltd. and service
The Company carried out the forecast on the upper limit of the
transaction limit and submitted it to the shareholders’ meeting for
Explanation by the Board of Directors of review and approval when the amount of the routine related party
the Company on the difference between transaction in 2018 was expected to be. The final actual amount of the
the actual amount and the forecast part of the related party transactions is less than 20% of the projected
amount of the routine related party amount, which is due to the fact that the Company and the related
transactions parties do not trigger or reduce the sales commodity and the purchase of
the goods according to the actual demand of the enterprise. It is a
normal business behavior.
In our opinion, the actual amount of routine related party transactions
Explanation by Independent Directors of occurring by the Company in 2018 is more than 20% below the forecast
the Company on the difference between amount, which is due to the fact that the Company and related parties
the actual amount and the forecast did not trigger or reduce the sales of goods and purchase of goods
amount of the routine related party according to the actual needs of the Company. It is a normal business
transactions behavior, in line with the objective situation, without harming the
interests of the company and minority shareholders.
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Disclosure date and index for the proposal on forecast amount of routine related party transactions
in 2018: the No. 2017-049 announcement was published on the website www.cninfo.com.cn on
December 5, 2017.
III. Brief Summary of Related Parties
Name Legal Registered Main Business Scope Registered Relationship
Representative Capital Address
JMCG Finance Zhong Junhua RMB 500 Primarily providing financial services to Nanchang Subsidiary of
Company million JMCG and its affiliates, including credit, City JMCG
account clearing and deposit, etc.
Ford Motor Ronald R RMB 500 Accept deposits of 3 months or above Shanghai wholly-owned
Finance (China) THACKRAH Million from overseas shareholders, City subsidiary of
Co., Ltd. wholly-owned subsidiaries of the group Ford
and domestic shareholders, and loan
margin from car dealers. Providing car
loan business, etc.
Changan Auto Feng Changjun RMB 500 Accept deposits of 3 months or above Chongqing Associate of
Finance Co., Ltd. Million from overseas shareholders, City Changan
wholly-owned subsidiaries of the group Automobile
and domestic shareholders. Accept loan Co., Ltd.
margin from car dealers and automobile
lease security deposit from Lessee.
Providing car loan business, etc.
JMCG Qiu Tiangao RMB 1,500 Manufacturing of vehicle, engine, Nanchang Shareholder of
million chassis, modified vehicle, automotive City JHC
components, vehicle quality test, sales of
in-house produced commodity and
providing relevant after sale services.
Ford Motor William Clay $ 1.222 Design, manufacturing, assembly and Detroit, Controlling
Company Ford Jr. billion sales of cars, trucks, parts and U.S.A shareholder of
components, financing, leasing of the Company
vehicles and equipment, and insurance (hold 32%
business. equity)
Jiangxi Jiangling Liao Zanping RMB 33.61 Import and export business of all kinds Nanchang Associate of
Motors Imp. & million of goods and technology; logistics and City JMCG
Exp. Co., Ltd. packing, etc.
Nanchang Hong Weichun RMB Processing, selling, distribution and Nanchang Associate of
Baojiang Steel 147.40 storage of steel. City JMCG
Processing million
Distribution Co.,
Ltd
GETRAG Stephan Weng Euro 51.0 Manufacturing and distribution of Nanchang Associate of
(Jiangxi) million transmissions for passenger cars and City JMCG
7
Transmission light trucks and components for
Company motorbikes and cars/trucks.
Jiangxi Huaxiang Huang Pinhui RMB 40 Manufacturing and sales of automotive Nanchang Joint venture of
Auto Components million components. City JMCG
Co., Ltd.
Jiangxi Jiangling Chang USD Design, manufacturing and sales of Nanchang Joint venture of
Lear Interior Hongshun 10.215 automotive seats & foam. City JMCG
System Co., Ltd. million
Jiangxi JMCG Wu Xiaolin RMB 60 Manufacturing and sales of automotive Nanchang Associate of
Specialty Vehicles million components and modified vehicles. City JMCG
Corporation, Ltd.
Hanon Systems In Young Lee USD $ 5.6 Manufacturing of climate control Nanchang Associate of
(Nanchang) Co., million systems (excluding compressors), City JMC
Ltd. refrigerant lines, brake lines and fuel
tubes used for automobile.
Nanchang Unistar Pan Xiaolin RMB 30 Auto wiring, development, Nanchang Joint venture of
Electric & million manufacturing, sales and after-sales City JMCG
Electronics Co., service of electronic parts.
Ltd.
Nanchang Fujiya Huang Pinhui USD $ 8 Development, production and sales of Nanchang Associate of
Exhausting million automobile exhausting system. City JMCG
Control Technical
Co., Ltd.
Changan Ford Zhang baolin USD $ 241 Development, production and sales of Chongqing Joint venture of
Automobile Co., million automobiles and parts; provide City Changan
Ltd. after-sales services, training services, Automobile
warehousing services and other services. Co., Ltd.
Nanchang Jiangping Tu RMB 35 Automotive mirrors and other Nanchang Associate of
Meclans Auto million automotive parts products (except City JMCG
Mirror Co., Ltd. engines) development, manufacturing,
wholesale, retail and service.
Jiangling Motor Zhang Baolin RMB 2000 Manufacture automobile, engine chassis, Nanchang Controlling
Holdings Co., Ltd. million auto parts; sale products and provide City shareholder of
after-sales service; industrial investment; the Company
import and export of all kinds of goods (hold 41.03%
and technologies. equity)
Jiangxi Jiangling Zhang RMB 20 Design, manufacture and sales of refit Nanchang Associate of
Group Special Renzhong million vehicles and auto parts for refrigerated County JMCG
Vehicle Co., Ltd. trucks, power carts, postal vehicles,
wreckers, truck-mounted cranes, and
explosion-proof vehicles.
Nanchang Hengou Xia Yingjie RMB 35 Mechanical processing; metal products, Nanchang Associate of
Industry Co., Ltd. million paper processing, marketing. City JMCG
Nanchang Yinlun Xu Xiaomin RMB 40 Development, production and sales of Nanchang Associate of
8
Heat-exchanger million automobile heat exchange system. City JMCG
Co., Ltd.
Jiangxi ISUZU Itou Kazuhiko RMB 950 Design, assembly and sales of engines Nanchang Joint venture of
Engine Co., Ltd. million and spare parts; and import of related City JMCG
technology and parts.
Financial information of related parties in 2018 was shown as follows:
RMB million
No. Name Total Assets Net Assets Revenue Profit after
tax
1 JMCG Finance Company 10,809 1,006 301 114
2 Ford Motor Finance (China) Co., Ltd. 38,733 6,094 1,552 773
3 Changan Auto Finance Co., Ltd. 36,822 6,923 3,459 747
4 JMCG 15,406 6,393 6,873 1,135
5 Ford Motor Company US$58,500 US$35,700 US$156,800 US$7,700
6 Jiangxi Jiangling Motors Imp. & Exp.
1,719 235 4,550 36
Co., Ltd.
7 Nanchang Baojiang Steel Processing
753 206 1,390 17
Distribution Co., Ltd
8 GETRAG (Jiangxi) Transmission
7,999 4,167 8,484 1,230
Company
9 Jiangxi Huaxiang Auto Components Co.,
572 237 685 15
Ltd.
10 Jiangxi Jiangling Lear Interior System
400 183 615 26
Co., Ltd.
11 Jiangxi JMCG Specialty Vehicles
1,053 647 1,001 77
Corporation, Ltd.
12 Hanon Systems (Nanchang) Co., Ltd. 375 209 427 12
13 Nanchang Unistar Electric & Electronics
439 75 512 2
Co., Ltd.
14 Nanchang Fujiya Exhausting Control
335 121 407 20
Technical Co., Ltd.
15 Changan Ford Automobile Co., Ltd. 45,326* 8,439* 106,028* 12,171*
16 Nanchang Meclans Auto Mirror Co., Ltd. 147 94 148 9
17 Jiangling Motor Holdings Co., Ltd. 28,353 11,141 32,272 -762
18 Jiangxi Jiangling Group Special Vehicle
180 95 348 7
Co., Ltd.
9
19 Nanchang Hengou Industry Co., Ltd. 81 66 181 17
20 Nanchang Yinlun Heat-exchanger Co.,
105 42 100 1
Ltd
21 Jiangxi ISUZU Engine Co., Ltd. 2,156 517 2,005 25
Note: * for 2017 data.
Performance capability analysis: the above-mentioned relation parties can strictly
abide by the contract agreement in their business dealings with the Company.
Combined with the main financial indicators and business conditions of the related
parties, the related parties are fully capable of performing their transactions with the
Company.
IV. Main Content of the Routine Related Party Transaction
1. Transaction Pricing Mechanism
When the Company sells goods to or purchases goods from related parties, if the price
of the same products is offered in the market, the Company will use the market price.
If unable or difficult to obtain comparable market data for prices of unique products
or services, prices are determined through the process of supplier quotes, costing
assessment and negotiation.
2. Signing of Related Party Transaction Contracts
According to the actual progress of production and operation, the Company will sign
specific contracts in time on an equal basis with the related parties.
V. Purpose of Related Party Transactions and Impact on JMC
All the above-mentioned related party transactions are regular and recurring
transactions between JMC and the related parties, and they are necessary for JMC to
maintain its daily operation. The goods purchased from the related parties are mainly
unique parts for JMC products.
The transactions between JMC and the related parties follow the principles of fairness,
openness and justice. All the transactions meet the requirements of relevant laws and
regulations, which do not damage the benefit of the Company and shareholders.
VI. Opinions from Independent Directors
Independent Directors, Mr. Lu Song, Ms. Wang Kun and Mr. Li Xianjun, expressed
their opinions on the above-mentioned routine related party transactions as follows:
1. We have been informed of the meeting agenda prior to the meeting;
2. We have known the routine related party transactions of the Company, and believe
that the routine related party transaction forecast proposal is necessary and reasonable
for the Company’s daily operation, and voting procedures of the proposal complies
with the relevant requirements of the laws & regulations.
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VII. Documents for Reference
1. Resolutions of the Board of Directors of JMC;
2. Opinions from Independent Directors on the abovementioned routine related party
transactions.
Board of Directors
Jiangling Motors Corporation, Ltd.
March 28, 2019
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