Share’s code： 000550 Share’s Name： Jiangling Motors No.： 2022-044
200550 Jiangling B
Jiangling Motors Corporation, Ltd.
Public Announcement on Forecast of
the Routine Related Party Transactions in 2023
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 2023 routine related party transaction
forecast proposal on December 9, 2022.
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 42 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 420 million, and Type B means the related parties with
JMC, where total annual transactions with each of them is projected to be between
RMB 42 million and RMB 420 million.
The Board of Directors approved the 2023 forecast proposal for type A routine related
party transactions and authorized 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; Nanchang Jiangling Investment Co., Ltd.
(“JIC”) will withdraw from the voting on the related party transactions associated
with Nanchang Jiangling Investment Co., Ltd. and its affiliates, associated with
Jiangling Motors Group Co., Ltd. (“JMCG”) and its affiliates, and associated with
Changan Automobile Co., Ltd. and its affiliates.
The Board of Directors approved the 2023 forecast proposal for type B routine related
party transactions and authorized the Execute Committee to sign detailed contracts
with the individual related parties.
Nine directors shall attend this meeting and eight were present. Director Yuan
Mingxue did not attend this meeting, and he authorized Chairman Qiu Tiangao to
exercise voting rights on his behalf.
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When voting on the proposal, Director Shengpo Wu, Director Ryan Anderson and
Director Xiong Chunying withdrew from the voting on the related party transactions
associated with Ford and its affiliates; Director Qiu Tiangao and Director Jin Wenhui
withdrew from the voting on the related party transactions associated with JMCG and
its affiliates; Director Qiu Tiangao, Director Jin Wenhui and Director Yuan Mingxue
withdrew from the voting on the related party transactions associated with Nanchang
Jiangling Investment Co., Ltd. and its affiliates; all the other Directors agreed with the
proposal.
II. Types and amounts of routine related party transactions
1. Main Content and amounts of routine related party transactions in 2023
i. Type A, which means the related parties with JMC, where total annual
transactions with each of them is projected to be over RMB 420 million, are listed
as follows:
RMB million
2022 Actual
2023 Forecast Transaction
Related Party Category Content Transaction Amount from
Amount January to
October
Deposit Deposit interest 36 27
interest and Guarantees 2 2
JMCG Finance accumulation
Payment settlement
Company settlement 20,123 11,702
Deposits
amount
Subtotal 20,161 11,731
Purchase of goods
Jiangxi Jiangling Purchase 36 13
and service
Motors Imp. &
Sales of goods and
Exp. Co., Ltd. and Sales 8,133 4,724
service
its subsidiaries
Subtotal 8,169 4,737
Purchase of goods
Purchase 4,778 2,732
and service
JMCG and its
Sales of goods and
subsidiaries Sales 680 397
service
Subtotal 5,458 3,129
Purchase of goods
Purchase 1,432 740
and service
Ford and its
Sales of goods and
subsidiaries Sales 109 60
service
Subtotal 1,541 800
Jiangxi Huaxiang Purchase of goods
Purchase 1,181 741
Auto Components and service
Co., Ltd. Sales Sales of goods and 4 3
2
service
Subtotal 1,185 744
Nanchang Baojiang Purchase of goods
Purchase 1,156 712
Steel Processing and service
Distribution Co.,
Subtotal 1,156 712
Ltd.
Purchase of goods
Purchase 1,153 713
Magna PT and service
Powertrain Sales of goods and
Sales 1 1
(Jiangxi) Co., Ltd. service
Subtotal 1,154 714
Purchase of goods
Purchase 803 495
Jiangxi Jiangling and service
Lear Interior Sales of goods and
Sales 15 10
System Co., Ltd. service
Subtotal 818 505
Purchase of goods
Jiangxi JMCG Purchase 90 24
and service
Specialty Vehicles
Sales of goods and
Co., Ltd. and its Sales 642 490
service
subsidiaries
Subtotal 732 514
Nanchang Faurecia Purchase of goods
Purchase 618 380
Emissions Control and service
Technologies Co.,
Subtotal 618 380
Ltd.
Purchase of goods
China South Purchase 14 9
and service
Industries Group
Sales of goods and
Corporation Total Sales 556 259
service
and Subsidiaries
Subtotal 570 268
Nanchang Unistar Purchase of goods
Purchase 430 267
Electric & and service
Electronics Co.,
Subtotal 430 267
Ltd.
ii. Type B, which means the related parties with JMC, where total annual transactions
with each of them is projected to be between RMB 42 million and RMB 420 million,
are listed as follows:
RMB million
2022 Actual
2023 Forecast Transaction
Related Party Category Content Transaction Amount from
Amount January to
October
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Purchase of goods
Hanon Systems Purchase 200 124
and service
(Nanchang) Co., Ltd.
Subtotal 200 124
Purchase of goods
Purchase 133 82
Nanchang JMCG SMR and service
Huaxiang Mirror Co., Sales of goods and
Sales 14 10
Ltd. service
Subtotal 147 92
Purchase of goods
Nanchang Yinlun Purchase 138 85
and service
Heat-exchanger Co., Ltd.
Subtotal 138 85
Purchase of goods
Changan Ford Purchase 71 46
and service
Automobile Co., Ltd.
Subtotal 71 46
Purchase of goods
Purchase 42 64
and service
JMCG New Energy
Sales of goods and
Vehicle Co., Ltd. Sales 1 1
service
Subtotal 43 65
2. Main Content and amounts of routine related party transactions in 2022
RMB million
Differences
Between
2022 Actual
Actual
Actual Transaction
2022 Transaction
Transaction Amount from
Forecast Amount from
Related Party Category Content Amount January to
Transaction January to
from October as %
Amount October and
January to of Similar
Forecast
October Business
Transaction
Amount (%)
Deposit Deposit interest 27 25 13.85% 8.00%
interest and Guarantees 2 2 100% 0.00%
JMCG Finance
accumulation
Company Payment
settlement
settlement 11,702 33,138 35.12% -64.69%
amount
Deposits
Jiangxi Jiangling Purchase of
Purchase 13 42 0.07% -69.05%
Motors Imp. & Exp. goods and service
Co., Ltd. and its Sales of goods
Sales 4,724 4,190 19.37% 12.74%
subsidiaries and service
JMCG and its Purchase of
Purchase 2,732 6,503 14.46% -57.99%
subsidiaries goods and service
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Sales of goods
Sales 397 736 1.63% -46.06%
and service
Purchase of
Purchase 740 1,778 3.92% -58.38%
Ford and its goods and service
subsidiaries Sales of goods
Sales 60 173 0.25% -65.32%
and service
Purchase of
Jiangxi Huaxiang Purchase 741 981 3.92% -24.46%
goods and service
Auto Components
Sales of goods
Co., Ltd. Sales 3 5 0.01% -40.00%
and service
Nanchang Baojiang
Purchase of
Steel Processing Purchase 712 1,335 3.77% -46.67%
goods and service
Distribution Co., Ltd.
Purchase of
Purchase 713 1,028 3.77% -30.64%
Magna PT Powertrain goods and service
(Jiangxi) Co., Ltd. Sales of goods
Sales 1 1 0 0.00%
and service
Purchase of
Jiangxi Jiangling Lear Purchase 495 645 2.62% -23.26%
goods and service
Interior System Co.,
Sales of goods
Ltd. Sales 10 7 0.04% 42.86%
and service
Jiangxi JMCG Purchase of
Purchase 24 64 0.13% -62.50%
Specialty Vehicles goods and service
Co., Ltd. and its Sales of goods
Sales 490 675 2.01% -27.41%
subsidiaries and service
Nanchang Faurecia
Emissions Control Purchase of
Purchase 380 590 2.01% -35.59%
Technologies Co., goods and service
Ltd.
China South Purchase of
Purchase 9 10 0.05% -10.00%
Industries Group goods and service
Corporation and its Sales of goods
Sales 259 688 1.06% -62.35%
subsidiaries and service
Nanchang Unistar
Purchase of
Electric & Electronics Purchase 267 370 1.41% -27.84%
goods and service
Co., Ltd.
Hanon Systems Purchase of
Purchase 124 262 0.66% -52.67%
(Nanchang) Co., Ltd. goods and service
Purchase of
Purchase 64 150 0.34% -57.33%
JMCG New Energy goods and service
Vehicle Co., Ltd. Sales of goods
Sales 1 1 0 0.00%
and service
Nanchang JMCG Purchase of
Purchase 82 135 0.43% -39.26%
SMR Huaxiang goods and service
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Mirror Co., Ltd. Sales of goods
Sales 10 13 0.04% -23.08%
and service
Nanchang Yinlun
Purchase of
Heat-exchanger Co., Purchase 85 143 0.45% -40.56%
goods and service
Ltd.
Changan Ford Purchase of
Purchase 46 102 0.24% -54.90%
Automobile CO., Ltd. goods and service
The Company carried out the forecast on the upper limit of the transaction
limit and submitted it to the shareholders’ meeting for review and
Explanation by the Board of Directors of approval when the amount of the routine related party transactions in
the Company on the difference between the 2022 was expected to be. The final actual amount of the part of the related
actual amount and the forecast amount of party transactions is 20% less than the projected amount, which is due to
the routine related party transactions the fact that the Company and the related parties do not trigger or reduce
the sales commodity and the purchase of the goods according to the actual
demand of the Company. It is a normal business behavior.
In our opinion, where the actual amount of routine related party
transactions of the Company occurring in 2022 is more than 20% below
Explanation by Independent Directors of
the forecast amount, it is due to the fact that the Company and related
the Company on the difference between the
parties did not trigger or reduce the sales of goods and purchase of goods
actual amount and the forecast amount of
according to the actual needs of the Company. It is a normal business
the routine related party transactions
behavior, in line with the objective situation, and without harming the
interests of the Company and minority shareholders.
Disclosure date and index of the Forecast Proposal of Routine Related Party Transactions In
2022: the No. 2021-068 announcement was published on the website www.cninfo.com.cn on
December 21, 2021.
III. Brief Summary of Related Parties
Legal Registered Registered
Name Main Business Scope Relationship
Representative Capital Address
JMCG Finance Ling Xingguo RMB 800 Primarily providing financial services Nanchang Subsidiary of
Company million to JMCG and its affiliates, including City JMCG
credit, account clearing and deposit,
etc.
Jiangxi Jiangling Sun Xiaoquan RMB Import and export business of all kinds Nanchang Associate of
Motors Imp. & Exp. 33.61 of goods and technology; logistics and City JMCG
Co., Ltd. million packing, etc.
JMCG Qiu Tiangao RMB Manufacturing of vehicle, engine, Nanchang Actual
1,500 chassis, modified vehicle, automotive City Controller of JIC
million components, vehicle quality test, sales
of in-house produced commodity and
providing relevant after sale services.
Ford Motor William Clay $ 1.222 Vehicle manufacturing and sales and Detroit, Controlling
Company Ford Jr. billion other business U.S.A shareholder of
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the Company
(hold 32%
equity)
Jiangxi Huaxiang Du Yongchun RMB 40 Manufacturing and sales of automotive Nanchang Joint venture of
Auto Components million components. City JMCG
Co., Ltd.
Nanchang Baojiang Zhou Zhongxi RMB Processing, selling, distribution and Nanchang Associate of
Steel Processing 147.40 storage of steel. City JMCG
Distribution Co., Ltd million
Magna PT Li Xiang Euro Manufacture and sell transmissions and Nanchang Associate of
Powertrain (Jiangxi) 131.27 related components City JMCG
Co., Ltd. million
Jiangxi Jiangling Chang USD Design, production, sales for all kinds Nanchang Joint venture of
Lear Interior System Hongshun 10.215 of cars, modified cars, transformer car City JMCG
Co., Ltd. million full sets of seats, sponge business
Jiangxi JMCG Wu Xiaolin RMB 60 Manufacturing and sales of automotive Nanchang Associate of
Specialty Vehicles million components and modified vehicles. City JMCG
Co., Ltd. and its
subsidiaries
Nanchang Faurecia Huang Pinhui USD $ 8 Development, production and sales of Nanchang Associate of
Emissions Control million automobile exhausting system. City JMCG
Technologies Co.,
Ltd.
China South Xu Xianping RMB Investment, operation and management Beijing Actual controller
Industries Group 35,300 of state-owned assets City of JIC
Corporation million
Nanchang Unistar Pan Xiaolin RMB 50 Auto wiring, development, Nanchang Joint venture of
Electric & million manufacturing, sales and after-sales City JMCG
Electronics Co., Ltd. service of electronic parts.
Hanon Systems Zhang USD $ 5.6 Manufacturing of climate control Nanchang Associate of
(Nanchang) Co., Ltd. Xiaoping million systems (excluding compressors), City JMC
refrigerant lines, brake lines and fuel
tubes used for automobile.
JMCG New Energy Qiu Tiangao RMB R & D, production and sales of new Nanchang Associate of
Vehicle Co., Ltd. 2,000 energy vehicles and auto parts. City JMCG
million
Nanchang JMCG He Jiukun RMB 50 Automotive mirrors and other Nanchang Associate of
SMR Huaxiang million automotive parts products (except City JMCG
Mirror Co., Ltd. engines) development, manufacturing,
wholesale, retail and service.
Nanchang Yinlun Xu Xiaomin RMB 40 Development, production and sales of Nanchang Associate of
Heat-exchanger Co., million automobile heat exchange system. City JMCG
Ltd.
Changan Ford Zhu Huarong USD Development, production and sales of Chongqing Joint venture of
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Automobile Co., $ 241 automobiles and parts; provide City Changan
Ltd. million after-sales services, training services, Automobile Co.,
warehousing services and other Ltd.
services.
Financial information of the related parties in 2021was shown as follows:
RMB million
No. Name Total Assets Net Assets Revenue Profit after
tax
1 JMCG Finance Company 12,492 1,401 360 120
2 Jiangxi Jiangling Motors Imp. & Exp.
1,558 248 4,942 27
Co., Ltd.
3 JMCG 17,535 6,765 2,257 312
4 US$ 257,000 US$ 48,600 US$ 136,300 US$ 17,900
Ford
million million million million
5 Jiangxi Huaxiang Auto Components
686 300 1,003 36
Co., Ltd.
6 Nanchang Baojiang Steel Processing
764 218 1,940 37
Distribution Co., Ltd.
7 Magna PT Powertrain (Jiangxi) Co.,
5,283 2,987 4,557 418
Ltd.
8 Jiangxi Jiangling Lear Interior System
430 159 639 29
Co., Ltd.
9 Jiangxi JMCG Specialty Vehicles Co.,
1,183 594 1,060 77
Ltd.
10 Nanchang Faurecia Emissions Control
458 157 306 30
Technologies Co., Ltd.
11 China South Industries Group
400,674 147,795 136,333 4,188
Corporation
12 Nanchang Unistar Electric &
475 70 505 1
Electronics Co., Ltd.
13 Hanon Systems (Nanchang) Co., Ltd. 387 194 317 -12
14 JMCG New Energy Vehicle Co., Ltd. 3,049 279 418 -200
15 Nanchang JMCG SMR Huaxiang
123 73 150 7
Mirror Co., Ltd.
16 Nanchang Yinlun Heat-exchanger Co.,
122 51 145 1
Ltd.
17 Changan Ford Automobile CO., Ltd. 40,685 5,979 61,765 2,284
After inquiry, all the above mentioned related legal persons are not the persons to be
executed for dishonesty.
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Performance capability analysis: the above-mentioned related parties can strictly
abide by the contract agreements 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 minority
shareholders.
VI. Opinions from Independent Directors
Independent Directors, Mr. Chen Jiangfeng, Ms. Wang Yue and Mr. Yu Zhuoping
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.
3. In our opinion, where the actual amount of routine related party transactions of the
Company occurring in 2022 is more than 20% below the forecast amount, it is due to
the fact that the Company and related parties did not trigger or reduce the sales of
goods and purchase of goods according to the actual needs of the Company. It is a
normal business behavior, in line with the objective situation, and without harming
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the interests of the Company and minority shareholders.
VII. Documents for Reference
1. Resolutions of the Board of Directors of JMC;
2. Opinions from Independent Directors on the abovementioned routine related party
transaction forecast proposal.
Board of Directors
Jiangling Motors Corporation, Ltd.
December 13, 2022
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