Share’s code： 000550 Share’s Name： Jiangling Motors No.： 2023—017
200550 Jiangling B
Jiangling Motors Corporation, Ltd.
Notice on Holding 2022 Annual Shareholders’ Meeting
Jiangling Motors Corporation, Ltd. and its Board me mbers undertake that the
information disclosed herein is truthful, accurate and complete and does not
contain any false statement, misrepresentation or major omission.
I. Basic information of holding the meeting
1. Meeting: 2022 Annual Shareholders’ Meeting of Jiangling Motors Corporation, Ltd.
(hereinafter referred to as “JMC” or the “Company”)
2. Convener: the Board of Directors of the Company.
The Board of Directors approved the Notice on Holding 2022 Annual Shareholders’
Meeting in form of paper meeting from May 21, 2023 to May 24, 2023.
3. The convening of the shareholder’ meeting complied with the stipulations of the
Company Law, the Securities Law, the Rules Governing Listing of Stock on
Shenzhen Stock Exchange and the Articles of Association of JMC.
4. Time
On the spot: 8:00 am, June 16, 2023
Online voting: June 16, 2023. P.s. 9:15～9:25 a.m., 9:30～11:30 a.m. and 1:00～
3:00 p.m., for Shenzhen Stock Exchange Trading System; or, random time of 9:15
a.m.～3:00 p.m. June 16, 2023 for Shenzhen Stock Exchange Online Voting
System.
5. Convening method: vote on the spot as well as online voting. Shareholders of the
Company can choose to vote on the spot or online voting. If a voting right is
exercised repeatedly in different circumstances, the first voting result will be
prevailed.
6. Equity record date: June 12, 2023. B-share holder can attend the meeting only
when she/he had bought B shares of the Company on June 7, 2023 i.e., the last
trading day for the B-share holder who can attend the meeting, or earlier.
7. Persons to be present
7.1. All the shareholders of JMC registered in the records of China Securities
Depository and Clearing Corporation Ltd. Shenzhen branch as of 3:00 p.m. on
June 12, 2023. If a shareholder cannot attend the meeting personally, she/he can
entrust a representative to attend the meeting.
7.2. The Directors, Supervisors and senior management of JMC.
7.3. Lawyers from Jiangxi Hua Bang Law Firm
8. Venue: Conference Centre, 20th floor, JMC Building, No. 2111 Middle Yingbin
Avenue, Nangchang City, Jiangxi Province, P.R.C.
II. The items to be reviewed by the meeting:
Remark
Voting to the
Code Items
columns marked
with “√”
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100 Total proposals: all the proposals except the proposals
√
adopting accumulative voting
Proposals not adopting accumulative voting:
1.00 2022 Work Report of the Board of Directors of JMC √
2.00 2022 Work Report of the Supervisory Board of JMC √
3.00 2022 Annual Report of JMC and the Extracts from √
such Annual Report
4.00 2022 Financial Statements of JMC √
5.00 Proposal on JMC Profit Distribution for Year 2022 √
6.00 Proposal on the Y2023 Routine Related Party √
Transaction Framework with JMCG Finance
Company
7.00 Proposal on the Y2023 Routine Related Party √
Transaction Framework with Jiangxi Jiangling Motors
Imp. & Exp. Co., Ltd. and its subsidiaries
8.00 Proposal on the Y2023 Routine Related Party √
Transaction Framework with Jiangling Motor Group
Co., Ltd. and its subsidiaries
9.00 Proposal on the Y2023 Routine Related Party √
Transaction Framework with Ford Motor Company
and its subsidiaries
10.00 Proposal on the Y2023 Routine Related Party √
Transaction Framework with Nanchang Jiangling
HuaXiang Auto Components Co., Ltd.
11.00 Proposal on the Y2023 Routine Related Party √
Transaction Framework with Nanchang Baojiang Steel
Processing Distribution Co., Ltd.
12.00 Proposal on the Y2023 Routine Related Party √
Transaction Framework with Magna PT Powertrain
(Jiangxi) Co., Ltd.
13.00 Proposal on the Y2023 Routine Related Party √
Transaction Framework with Jiangxi Jiangling Lear
Interior System Co., Ltd.
14.00 Proposal on the Y2023 Routine Related Party √
Transaction Framework with Jiangxi JMCG Specialty
Vehicles Co., Ltd. and its subsidiaries
15.00 Proposal on the Y2023 Routine Related Party √
Transaction Framework with Nanchang Faurecia
Emissions Control Technologies Co., Ltd.
16.00 Proposal on the Y2023 Routine Related Party √
Transaction Framework with China South Industries
Group Corporation and its subsidiaries
17.00 Proposal on the Y2023 Routine Related Party √
Transaction Framework with Nanchang Unistar
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Electric & Electronics Co., Ltd.
18.00 JMC Year 2023-2025 Shareholder Return Plan √
Proposals adopting accumulative voting:
19.00 Election of Directors for the Eleventh Board of Number of people
Directors of JMC (Excluding Independent Directors): to be elected is 6
19.01 Proposal on Electing Mr. Qiu Tiangao as a Director of √
the Eleventh Board of Directors of JMC
19.02 Proposal on Electing Mr. Shengpo Wu as a Director of √
the Eleventh Board of Directors of JMC
19.03 Proposal on Electing Mr. Ryan Anderson as a Director √
of the Eleventh Board of Directors of JMC
19.04 Proposal on Electing Ms. Xiong Chunying as a √
Director of the Eleventh Board of Directors of JMC
19.05 Proposal on Electing Mr. Jin Wenhui as a Director of √
the Eleventh Board of Directors of JMC
19.06 Proposal on Electing Mr. Yuan Mingxue as a Director √
of the Eleventh Board of Directors of JMC
20.00 Election of Independent Directors for the Eleventh Number of people
Board of Directors of JMC: to be elected is 3
20.01 Proposal on Electing Mr. Yu Zhuoping as an √
Independent Director of the Eleventh Board of
Directors of JMC
20.02 Proposal on Electing Mr. Chen Jiangfeng as an √
Independent Director of the Eleventh Board of
Directors of JMC
20.03 Proposal on Electing Ms. Wang Yue as an Independent √
Director of the Eleventh Board of Directors of JMC
21.00 Election of Supervisors for the Eleventh Supervisory Number of people
Board of JMC: to be elected is 3
21.01 Proposal on Electing Mr. Xiao Hu as a Supervisor of √
the Eleventh Supervisory Board of JMC
21.02 Proposal on Electing Mr. Zhang Yangyang as a √
Supervisor of the Eleventh Supervisory Board of JMC
21.03 Proposal on Electing Mr. Zhang Jian as a Supervisor of √
the Eleventh Supervisory Board of JMC
Please refer to the Public Announcement on Resolutions of the Board of Directors of
JMC, the Public Announcement on Resolutions of the Supervisory Board of JMC and
the 2022 Annual Report of JMC published on March 30, 2023 in China Securities,
Securities Times, Hong Kong Commercial Daily, and on the website
http://www.cninfo.com.cn for details of the proposals 1-5.
Please refer to the Public Announcement on Forecast of the Routine Related Party
Transactions in 2023 of JMC published on December 13, 2022 in China Securities,
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Securities Times, Hong Kong Commercial Daily, and on the website
http://www.cninfo.com.cn for details of the proposals 6-17.
Please refer to the Public Announcement on Resolutions of the Board of Directors of
JMC and the Public Announcement on Resolutions of the Supervisory Board of JMC
published on May 26, 2023 in China Securities, Securities Times, Hong Kong
Commercial Daily, and on the website http://www.cninfo.com.cn for details of the
proposals 18-21.
The proposals 6-17 are related party transactions. 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. will withdraw from the voting on the related party
transactions associated with Jiangling Motors Group Co., Ltd. and its affiliates, or
associated with Changan Automobile Co., Ltd. and its affiliates, and or associated
with Nanchang Jiangling Investment Co., Ltd. and its affiliates.
All the above-mentioned proposals shall be approved in form of ordinary resolution.
Accumulative voting procedure shall be adopted on voting of the proposals 19-21,
that is, the number of total votes cast by a shareholder in the accumulative voting shall
be equal to the product of the number of shares held by the shareholder and the number
of Non-Independent Directors, Independent Director, or Supervisors to be elected at this
shareholders’ meeting. The shareholder may cast his votes, which shall be no more
than the number of total votes he held, for one Director (or Supervisor) candidate or
for several Director (or Supervisor) candidates.
The Independent Director candidates can be voted at the shareholders’ meeting only
after the Shenzhen Stock Exchange does not raise any objection to qualification and
independence of the Independent Director candidates.
In addition, the Independent Directors will report their performance in 2022 at the
2022 Annual Shareholders’ Meeting. Please refer to the website
http://www.cninfo.com.cn for the Report.
III. Registration for the Shareholders’ Meeting
1. Registration procedures
The shareholder holding A Shares should present personal identity card and securities
account card; the representative should present his own identity card, the proxy (see
attachment 1) and the shareholder’s securities account card; the representative of a
legal person shareholder should present his own identity card and the proxy of the
legal person shareholder to handle the registration for the meeting. The shareholder
holding B Shares should present personal identity card and securities account card,
the representative should present the proxy signed by the shareholder to handle the
registration for the meeting.
The shareholders not residing in Nanchang can handle the registration in advance by
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way of communication. (See attachment 2 AR. of attending the shareholders’
meeting)
Registration time: 9:00 a.m.-11:30 a.m. and 14:00 p.m.-17:00 p.m., weekdays from
June 13, 2023 to June 15, 2023.
Registration address: Securities Department, JMC Building, No. 2111 Middle Yingbin
Avenue, Nanchang City, Jiangxi Province, P.R.C.
2. The shareholders’ meeting is expected to last no more than one day. The attending
shareholders or the representatives should be responsible for their own travel and
accommodation expenses.
Contact information:
Correspondence person: Mr. Wan Xianke, Mr. Yuan Jun
Telephone number: 86-791-85266178
Fax: 86-791-85232839
IV Online voting procedures
Pleases refer to the Chinese version of the Notice on Holding 2022 Annual
Shareholders’ Meeting of the Company published on May 26, 2023 in China
Securities, Securities Times and on the website: http://www.cninfo.com.cn for details.
V Document for reference
The Resolutions of the Board of Directors on the Notice on Holding 2022 Annual
Shareholders’ Meeting of JMC.
Board of Directors
Jiangling Motors Corporation, Ltd.
May 26, 2023
Attachment 1:
PROXY
Full authority hereby granted to Mr./Ms. to represent the undersigned
at the 2022 Annual Shareholders’ Meeting of Jiangling Motors Corporation, Ltd., and
to vote accordingly on all the proposals at the meeting. (Please express definitely
favor, against or abstention on every proposal.)
Signature of shareholder: Identity Card No.:
Number of Shares held: Securities account No.:
Type of shares (A shares or B shares):
Signature of representative: Identity Card No.:
Date of appointment of Proxy: , 2023
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Sample of Voting on the Proposals of the Shareholders’ Meeting
Remark Favor Against Abstention
Voting to
the
Code Items
columns
marked
with “√”
100 Total proposals: all the proposals except √
the proposals adopting accumulative
voting
Proposals not adopting accumulative voting:
1.00 2022 Work Report of the Board of √
Directors of JMC
2.00 2022 Work Report of the Supervisory √
Board of JMC
3.00 2022 Annual Report of JMC and the √
Extracts from such Annual Report
4.00 2022 Financial Statements of JMC √
5.00 Proposal on JMC Profit Distribution √
for Year 2022
6.00 Proposal on the Y2023 Routine √
Related Party Transaction Framework
with JMCG Finance Company
7.00 Proposal on the Y2023 Routine √
Related Party Transaction Framework
with Jiangxi Jiangling Motors Imp. &
Exp. Co., Ltd. and its subsidiaries
8.00 Proposal on the Y2023 Routine √
Related Party Transaction Framework
with Jiangling Motor Group Co., Ltd.
and its subsidiaries
9.00 Proposal on the Y2023 Routine √
Related Party Transaction Framework
with Ford Motor Company and its
subsidiaries
10.00 Proposal on the Y2023 Routine √
Related Party Transaction Framework
with Nanchang Jiangling HuaXiang
Auto Components Co., Ltd.
11.00 Proposal on the Y2023 Routine √
Related Party Transaction Framework
with Nanchang Baojiang Steel
Processing Distribution Co., Ltd.
12.00 Proposal on the Y2023 Routine √
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Related Party Transaction Framework
with Magna PT Powertrain (Jiangxi)
Co., Ltd.
13.00 Proposal on the Y2023 Routine √
Related Party Transaction Framework
with Jiangxi Jiangling Lear Interior
System Co., Ltd.
14.00 Proposal on the Y2023 Routine √
Related Party Transaction Framework
with Jiangxi JMCG Specialty Vehicles
Co., Ltd. and its subsidiaries
15.00 Proposal on the Y2023 Routine √
Related Party Transaction Framework
with Nanchang Faurecia Emissions
Control Technologies Co., Ltd.
16.00 Proposal on the Y2023 Routine √
Related Party Transaction Framework
with China South Industries Group
Corporation and its subsidiaries
17.00 Proposal on the Y2023 Routine √
Related Party Transaction Framework
with Nanchang Unistar Electric &
Electronics Co., Ltd.
18.00 JMC Year 2023-2025 Shareholder √
Return Plan
Proposals adopting accumulative voting: (fill in the number of votes)
19.00 Election of Directors for the Eleventh Number of people to be elected is 6
Board of Directors of JMC (Excluding
Independent Directors):
19.01 Proposal on Electing Mr. Qiu Tiangao √
as a Director of the Eleventh Board of
Directors of JMC
19.02 Proposal on Electing Mr. Shengpo Wu √
as a Director of the Eleventh Board of
Directors of JMC
19.03 Proposal on Electing Mr. Ryan √
Anderson as a Director of the Eleventh
Board of Directors of JMC
19.04 Proposal on Electing Ms. Xiong √
Chunying as a Director of the Eleventh
Board of Directors of JMC
19.05 Proposal on Electing Mr. Jin Wenhui √
as a Director of the Eleventh Board of
Directors of JMC
7
19.06 Proposal on Electing Mr. Yuan √
Mingxue as a Director of the Eleventh
Board of Directors of JMC
20.00 Election of Independent Directors for Number of people to be elected is 3
the Eleventh Board of Directors of
JMC:
20.01 Proposal on Electing Mr. Yu Zhuoping √
as an Independent Director of the
Eleventh Board of Directors of JMC
20.02 Proposal on Electing Mr. Chen √
Jiangfeng as an Independent Director
of the Eleventh Board of Directors of
JMC
20.03 Proposal on Electing Ms. Wang Yue as √
an Independent Director of the
Eleventh Board of Directors of JMC
21.00 Election of Supervisors for the Number of people to be elected is 3
Eleventh Supervisory Board of JMC:
21.01 Proposal on Electing Mr. Xiao Hu as a √
Supervisor of the Eleventh
Supervisory Board of JMC
21.02 Proposal on Electing Mr. Zhang √
Yangyang as a Supervisor of the
Eleventh Supervisory Board of JMC
21.03 Proposal on Electing Mr. Zhang Jian √
as a Supervisor of the Eleventh
Supervisory Board of JMC
Attachment 2:
AR. of attending the shareholders’ meeting
To: Jiangling Motors Corporation, Ltd.
I, holding shares of Jiangling Motors Corporation, Ltd. as of J une 12, 2023,
will attend the 2022 Annual Shareholders’ Meeting of JMC.
Signature of attendee:
Shareholder’s securities account No.:
Signature (Stamp) of shareholder:
Note: Newspaper cuttings and copies of the Proxy and the AR. are acceptable.
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