Share’s code： 000550 Share’s Name： Jiangling Motors No.： 2023—015
200550 Jiangling B
Jiangling Motors Corporation, Ltd.
Public Announcement on Resolutions of the Board of Directors
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. Informing of the Meeting
The Board of Directors of Jiangling Motors Corporation, Ltd. (hereinafter referred to
as “JMC” or the “Company”) sent out relevant proposals of the Board meeting to all
the Directors on May 21, 2023.
II. Time, Place & Form of Holding the Meeting
The Board meeting was held in form of paper meeting from May 21 to May 24, 2023.
The procedure of convening and holding the meeting complied with the stipulation of
the relevant laws, regulations and the Articles of Association of JMC.
III. Status of the Directors Attending the Meeting
Nine Directors shall attend this Board meeting and nine Directors were present.
IV. Resolutions
The Directors present at the meeting approved the following resolutions based on
their discussion:
1. The Board of Directors agreed JMC Year 2023-2025 Shareholder Return Plan, and
to submit it to the Shareholders’ Meeting for approval.
There were 9 votes in favor of this proposal, 0 vote against, and 0 abstention.
The aforesaid Shareholder Return Plan was published in the website
www.cninfo.com.cn.
2. Given the three-year term of the Tenth Board of Directors of JMC will soon expire
pursuant to the provision of the Articles of Association of JMC, the Board of
Directors approved submitting to the Shareholders’ Meeting the nominations of the
following personnel as candidates for the new Board of Directors:
Nanchang Jiangling Investment Co., Ltd. nominated Mr. Qiu Tiangao, Mr. Jin Wenhui
and Mr. Yuan Mingxue as candidates for Director on the Eleventh Board of Directors
of JMC, and nominated Mr. Yu Zhuoping as a candidate for Independent Director on
the Eleventh Board of Directors of JMC;
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Ford Motor Company nominated Mr. Shengpo Wu, Mr. Ryan Anderson, and Ms.
Xiong Chunying as candidates for Director on the Eleventh Board of Directors of
JMC, and nominated Mr. Chen Jiangfeng as a candidate for Independent Director on
the Eleventh Board of Directors of JMC;
Nanchang Jiangling Investment Co., Ltd. and Ford Motor Company jointly nominated
Ms. Wang Yue as a candidate for Independent Director on the Eleventh Board of
Directors of JMC.
Each of the above-mentioned Director candidates was presented as a separate
proposal to the Board meeting for voting and there were 9 votes in favor of the
proposals, 0 vote against, and 0 abstention.
JMC shall submit the documents of the three Independent Director candidates to
Shenzhen Stock Exchange for review and if Shenzhen Stock Exchange does not raise
objection, then submit the nominations to the Shareholders’ Meeting for approval.
The resumes of the candidates for the new Board of Directors are as follows:
Mr. Qiu Tiangao, born in 1966, holds a Bachelor ’s Degree in Mechanical
Manufacturing and a Master’s Degree in Industrial Engineering from Huazhong
University of Science and Technology, and is Chairman of Jiangling Motor Group Co.,
Ltd., Chairman of Nanchang Jiangling Investment Co., Ltd., Chairman of JMC,
Chairman of Jiangxi Isuzu Co., Ltd., Chairman of JMCG New Energy Vehicle Co.,
Ltd., and Chairman of Nanchang Intelligent New Energy Vehicle Research Institute.
Mr. Qiu Tiangao held various positions including Head of Power Department, Plant
Manager of Axle Plant for JMC, General Manager, Chairman of Nanchang Gear Co.,
Ltd., Chairman of Jiangxi JMCG Gear Co., Ltd., Vice President, Vice Chairman of
Jiangling Motor Holdings Co., Ltd., Director, General Manager, Chairman of
Jiangling Motor Company (Group).
As of the disclosure date of this announcement, Mr. Qiu Tiangao did not hold any
shares of the Company. Except for the above mentioned position in the shareholder of
the Company, Mr. Qiu Tiangao has no relationship with the other shareholders
holding more than 5% of the shares of the Company and their actual controllers, as
well as other Directors, Supervisors and senior executives of the Company. Mr. Qiu
Tiangao has not been punished by China Securities Regulatory Commission or other
relevant Departments or taken disciplinary action by the Stock Exchanges, and has
not been investigated by judicial organs for suspected crimes or by China Securities
Regulatory Commission on suspicion of violations of laws and regulations. There is
no the situation on which he is prohibited to serve as a Company Director as
stipulated in the Company Law and the Articles of Association of the Company. Mr.
Qiu Tiangao meets the qualifications required in the laws, administrative regulations,
departmental rules, normative documents, Rules Governing Listing of Stock on
Shenzhen Stock Exchange and the Articles of Association of the Company. After the
inquiry of "National Court Information Disclosure and Inquiry Platform of Persons
Subject to Enforcement for Trust-breaking", Mr. Qiu Tiangao does not belong to the
person subject to enforcement for trust-breaking.
Mr. Shengpo Wu, born in 1966, holds a Bachelor’s Degree in Thermal Energy
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Engineering from Tsinghua University in Beijing and Master’s Degrees in Mechanical
Engineering and Information Management, respectively, from the University of
Nebraska-Lincoln and the Keller Graduate School of Management of DeVry
University, and is a Group Vice President of Ford, President and Chief Executive
Officer of Ford China, Vice Chairman of JMC, Vice Chairman of Whirlpool (China)
Co., Ltd., and a Director of Shanghai Guangdian Electric (Group) Co., LTD. Mr.
Shengpo Wu held various positions including Vice President and Regional General
Manager for Honeywell Process Solutions in Greater China, President and CEO of
Osram’s Asia-Pacific Business, President, Asia Pacific, and a member of the Global
Executive Committee for Whirlpool Corporation, Managing Director and Chief
Operating Officer of Ford China.
As of the disclosure date of this announcement, Mr. Shengpo Wu did not hold any
shares of the Company. Except for the above mentioned position in the shareholder of
the Company, Mr. Shengpo Wu has no relationship with the other shareholders
holding more than 5% of the shares of the Company and their actual controllers, as
well as other Directors, Supervisors and senior executives of the Company. Mr.
Shengpo Wu has not been punished by China Securities Regulatory Commission or
other relevant Departments or taken disciplinary action by the Stock Exchanges, and
has not been investigated by judicial organs for suspected crimes or by China
Securities Regulatory Commission on suspicion of violations of laws and regulations.
There is no the situation on which he is prohibited to serve as a Company Director as
stipulated in the Company Law and the Articles of Association of the Company. Mr.
Shengpo Wu meets the qualifications required in the laws, administrative regulations,
departmental rules, normative documents, Rules Governing Listing of Stock on
Shenzhen Stock Exchange and the Articles of Association of the Company. After the
inquiry of "National Court Information Disclosure and Inquiry Platform of Persons
Subject to Enforcement for Trust-breaking", Mr. Shengpo Wu does not belong to the
person subject to enforcement for trust-breaking.
Mr. Ryan Anderson, born in 1973, holds a Bachelor ’s Degree in Economics from
University of Chicago and a Master’s Degree in Business Administration from
University of Michigan - Ann Arbor, and is Director and CFO of Ford Motor (China)
Ltd., a Director of JMC, a Director of Chang’an Ford Automobile Limited and Ford
Shuttle Trading (Shanghai) Co., Ltd., and Chairman of Ford Electric Mach
Technology (Nanjing) Co., Ltd. Mr. Ryan Anderson has held various positions
including Treasurer of Ford Europe, Product Development Controller, Marketing &
Sales Controller of Ford Asia Pacific, Director of Corporate Financial Planning and
Analysis for Ford Motor Company.
As of the disclosure date of this announcement, Mr. Ryan Anderson did not hold any
shares of the Company. Except for the above mentioned position in the shareholder of
the Company, Mr. Ryan Anderson has no relationship with the other shareholders
holding more than 5% of the shares of the Company and their actual controllers, as
well as other Directors, Supervisors and senior executives of the Company. Mr. Ryan
Anderson has not been punished by China Securities Regulatory Commission or other
relevant Departments or taken disciplinary action by the Stock Exchanges, and has
not been investigated by judicial organs for suspected crimes or by China Securities
Regulatory Commission on suspicion of violations of laws and regulations. There is
no the situation on which he is prohibited to serve as a Company Director as
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stipulated in the Company Law and the Articles of Association of the Company. Mr.
Ryan Anderson meets the qualifications required in the laws, administrative
regulations, departmental rules, normative documents, Rules Governing Listing of
Stock on Shenzhen Stock Exchange and the Articles of Association of the Company.
After the inquiry of "National Court Information Disclosure and Inquiry Platform of
Persons Subject to Enforcement for Trust-breaking", Mr. Ryan Anderson does not
belong to the person subject to enforcement for trust-breaking.
Ms. Xiong Chunying, born in 1964, senior engineer, holds a Bachelor’s Degree in
Automobile Engineering from Jiangsu Engineering College, a Master’s Degree in
Industrial Economics from Jiangxi University of Finance and Economics and an
EMBA Degree from China Europe International Business School, and is Director and
President of JMC. Ms. Xiong Chunying held various positions including Chief of
Quality Management Department for Jiangling-Isuzu Motors Company Limited,
Chief of Quality Management Department, Assistant to the President, Vice President,
Executive Vice President, and Director & First Executive Vice President for JMC.
As of the disclosure date of this announcement, Ms. Xiong Chunying holds 1,200
shares of the Company. Ms. Xiong Chunying has no relationship with the other
shareholders holding more than 5% of the shares of the Company and their actual
controllers, as well as other Directors, Supervisors and senior executives of the
Company. Ms. Xiong Chunying has not been punished by China Securities
Regulatory Commission or other relevant Departments or taken disciplinary action by
the Stock Exchanges, and has not been investigated by judicial organs for suspected
crimes or by China Securities Regulatory Commission on suspicion of violations of
laws and regulations. There is no the situation on which she is prohibited to serve as a
Company Director as stipulated in the Company Law and the Articles of Association
of the Company. Ms. Xiong Chunying meets the qualifications required in the laws,
administrative regulations, departmental rules, normative documents, Rules
Governing Listing of Stock on Shenzhen Stock Exchange and the Articles of
Association of the Company. After the inquiry of "National Court Information
Disclosure and Inquiry Platform of Persons Subject to Enforcement for
Trust-breaking", Ms. Xiong Chunying does not belong to the person subject to
enforcement for trust-breaking.
Mr. Jin Wenhui, born in 1967, holds a Bachelor’s Degree in Mechanical
Manufacturing, a Master’s Degree in Mechanical Engineering from Huazhong
University of Science and Technology and an EMBA Degree in China Europe
International Business School, and is a Director of Jiangling Motor Group Co., Ltd.,
Director & First Executive Vice President of JMC. Mr. Jin Wenhui held various
positions including Chief of Manufacturing Department, Assistant to the President,
Vice President of JMC, Director, General Manager of JMCG Jingma Motors Co., Ltd.,
Executive Vice General Manager of Jiangxi Isuzu Automobile Co., Ltd.
As of the disclosure date of this announcement, Mr. Jin Wenhui did not hold any
shares of the Company. Except for the above mentioned position in the shareholder of
the Company, Mr. Jin Wenhui has no relationship with the other shareholders holding
more than 5% of the shares of the Company and their actual controllers, as well as
other Directors, Supervisors and senior executives of the Company. Mr. Jin Wenhui
has not been punished by China Securities Regulatory Commission or other relevant
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Departments or taken disciplinary action by the Stock Exchanges, and has not been
investigated by judicial organs for suspected crimes or by China Securities Regulatory
Commission on suspicion of violations of laws and regulations. There is no the
situation on which he is prohibited to serve as a Company Director as stipulated in the
Company Law and the Articles of Association of the Company. Mr. Jin Wenhui meets
the qualifications required in the laws, administrative regulations, departmental rules,
normative documents, Rules Governing Listing of Stock on Shenzhen Stock
Exchange and the Articles of Association of the Company. After the inquiry of
"National Court Information Disclosure and Inquiry Platform of Persons Subject to
Enforcement for Trust-breaking", Mr. Jin Wenhui does not belong to the person
subject to enforcement for trust-breaking.
Mr. Yuan Mingxue, born in 1968, holds a Bachelor’s Degree in Auto Engineering
from Beijing Institute of Technology and an EMBA from China Europe International
Business School, and is Deputy Secretary of the Party Committee, Chairman of the
Labor Union for Chongqing Chang’an Automobile Company Limited (“Changan
Auto”), and a Director of JMC. Mr. Yuan Mingxue has held various positions
including Assistant to the President of Changan Auto and Executive Vice President of
Jiangling Holdings Limited Company, Assistant to the President and Director of
Strategy Planning Department for Changan Auto, Assistant to the President and
Director of Overseas Development Department for Changan Auto, Vice President,
Executive Vice President of Changan Auto.
As of the disclosure date of this announcement, Mr. Yuan Mingxue did not hold any
shares of the Company. Except for the above mentioned position in the shareholder of
the Company, Mr. Yuan Mingxue has no relationship with the other shareholders
holding more than 5% of the shares of the Company and their actual controllers, as
well as other Directors, Supervisors and senior executives of the Company. Mr. Yuan
Mingxue has not been punished by China Securities Regulatory Commission or other
relevant Departments or taken disciplinary action by the Stock Exchanges, and has
not been investigated by judicial organs for suspected crimes or by China Securities
Regulatory Commission on suspicion of violations of laws and regulations. There is
no the situation on which he is prohibited to serve as a Company Director as
stipulated in the Company Law and the Articles of Association of the Company. Mr.
Yuan Mingxue meets the qualifications required in the laws, administrative
regulations, departmental rules, normative documents, Rules Governing Listing of
Stock on Shenzhen Stock Exchange and the Articles of Association of the Company.
After the inquiry of "National Court Information Disclosure and Inquiry Platform of
Persons Subject to Enforcement for Trust-breaking", Mr. Yuan Mingxue does not
belong to the person subject to enforcement for trust-breaking.
Mr. Yu Zhuoping, born in 1960, holds a Bachelor's Degree in Mechanical Engineering
and a Master's Degree in Mechanical Engineering from Tongji University and a
Doctor's Degree in Automotive Engineering from Tsinghua University, and is Director
of Collaborative Innovation Center for Intelligent Energy Vehicles of Tongji
University, Chairman of Tongji Automobile Design and Research Institute Co., Ltd., a
Director of Beijing National Hydrogen Zhonglian Hydrogen Energy Technology
Research Institute Co., Ltd., Chairman and General Manager of Shanghai Intelligent
New Energy Vehicle Science and Technology Innovation Function Platform Co., Ltd.,
an Independent Director of Shanghai Haili (Group) Co., Ltd., an Independent Director
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of Huayu Automotive Systems Co., Ltd., an Independent Director of Weichai Power
Co., Ltd., an Independent Director of Ningbo Shenglong Automotive Powertrain
System Co., Ltd., an Independent Director of JMC, and a Counsellor of Shanghai
Municipal People's Government, Vice President of China Society of Automotive
Engineers,. Mr. Yu Zhuoping held various positions including Director of School of
Mechanical Engineering, Executive Deputy Director of New Energy Vehicle
Engineering Center, Executive Vice Dean, Dean of School of Automotive Studies for
Tongji University, and Assistant to the President of Tongji University.
As of the disclosure date of this announcement, Mr. Yu Zhuoping did not hold any
shares of the Company. Mr. Yu Zhuoping has no relationship with the shareholders
holding more than 5% of the shares of the Company and their actual controllers, as
well as other Directors, Supervisors and senior executives of the Company. Mr. Yu
Zhuoping has not been punished by China Securities Regulatory Commission or other
relevant Departments or taken disciplinary action by the Stock Exchanges, and has
not been investigated by judicial organs for suspected crimes or by China Securities
Regulatory Commission on suspicion of violations of laws and regulations. There is
no the situation on which he is prohibited to serve as a Company Director as
stipulated in the Company Law and the Articles of Association of the Company. Mr.
Yu Zhuoping meets the qualifications required in the laws, administrative regulations,
departmental rules, normative documents, Rules Governing Listing of Stock on
Shenzhen Stock Exchange and the Articles of Association of the Company. After the
inquiry of "National Court Information Disclosure and Inquiry Platform of Persons
Subject to Enforcement for Trust-breaking", Mr. Yu Zhuoping does not belong to the
person subject to enforcement for trust-breaking.
Mr. Chen Jiangfeng, born in 1979, holds a Bachelor’s Degree and Master’s Degree in
Law from International Law Department, China Foreign Affairs University, and is
Senior Deputy General Counsel & Executive Director of Gilead (Shanghai)
Pharmaceutical Technology Co., Ltd and an Independent Director of JMC. Mr. Chen
Jiangfeng has held various positions including Legal Counsel of Ford Motor (China)
Ltd., Legal Counsel of Ford Motor Research & Engineering (Nanjing) Co., Ltd./
Changan Ford Mazda Automobile Corporation, Ltd., Nanjing Company/Changan
Ford Mazda Engine Company, Ltd., Senior Legal Counsel & Compliance Officer of
Ford Asia Pacific & Africa, Senior Legal Counsel of BMW China Automotive
Trading Ltd., and Member of China Country Council, Head of legal, Director, Merck
Healthcare China.
As of the disclosure date of this announcement, Mr. Chen Jiangfeng did not hold any
shares of the Company. Mr. Chen Jiangfeng has no relationship with the shareholders
holding more than 5% of the shares of the Company and their actual controllers, as
well as other Directors, Supervisors and senior executives of the Company. Mr. Chen
Jiangfeng has not been punished by China Securities Regulatory Commission or other
relevant Departments or taken disciplinary action by the Stock Exchanges, and has
not been investigated by judicial organs for suspected crimes or by China Securities
Regulatory Commission on suspicion of violations of laws and regulations. There is
no the situation on which he is prohibited to serve as a Company Director as
stipulated in the Company Law and the Articles of Association of the Company. Mr.
Chen Jiangfeng meets the qualifications required in the laws, administrative
regulations, departmental rules, normative documents, Rules Governing Listing of
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Stock on Shenzhen Stock Exchange and the Articles of Association of the Company.
After the inquiry of "National Court Information Disclosure and Inquiry Platform o f
Persons Subject to Enforcement for Trust-breaking", Mr. Chen Jiangfeng does not
belong to the person subject to enforcement for trust-breaking.
Ms. Wang Yue, born in 1978, holds a Bachelor’s Degree in Accountancy from Henan
University, a Master’s Degree in Accountancy from Zhongnan University of
Economics and Law, and a Doctor’s Degree in Accountancy from Shanghai
University of Financial and Economics, and is an Associate Professor of School of
Accountancy, Shanghai University of Financial and Economics, an Independent
Director of Shanghai Xinhua Media Co., Ltd., an Independent Director of Jiangsu
Hongde Special Components Co., Ltd., an Independent Director of Guangdong
Yangshan United Precision Manufacturing Co., Ltd., an Independent Director of JMC,
and an Independent Director of Scivita Medical Technology (Suzhou) Co., Ltd. Ms.
Wang Yue has served as Research Assistant at The Hong Kong Polytechnic University
and China Europe International School, and during 2012~2013, served as Visiting
Scholar at Zimmerman Center for University of Illinois at Urbana-Champaign, and
had served as an Independent Director of Zhuhai Letong Chemical Co., Ltd., an
Independent Director of Dasheng Microgrid Technology Co., Ltd. and an Independent
Director of Shanghai Meishe International Freight Co., Ltd.
As of the disclosure date of this announcement, Ms. Wang Yue did not hold any shares
of the Company. Ms. Wang Yue has no relationship with the shareholders holding
more than 5% of the shares of the Company and their actual controllers, as well as
other Directors, Supervisors and senior executives of the Company. Ms. Wang Yue
has not been punished by China Securities Regulatory Commission or other relevant
Departments or taken disciplinary action by the Stock Exchanges, and has not been
investigated by judicial organs for suspected crimes or by China Securities Regulatory
Commission on suspicion of violations of laws and regulations. There is no the
situation on which she is prohibited to serve as a Company Director as stipulated in
the Company Law and the Articles of Association of the Company. Ms. Wang Yue
meets the qualifications required in the laws, administrative regulations, departmental
rules, normative documents, Rules Governing Listing of Stock on Shenzhen Stock
Exchange and the Articles of Association of the Company. After the inquiry of
"National Court Information Disclosure and Inquiry Platform of Persons Subject to
Enforcement for Trust-breaking", Ms. Wang Yue does not belong to the person subject
to enforcement for trust-breaking.
The statements of the nominators and the statements of the candidates for Independent
Director were published in the website www.cninfo.com.cn.
3. The Board of Directors approved the Notice on Holding 2022 Annual Shareholders’
Meeting of JMC.
There were 9 votes in favor of this proposal, 0 vote against, and 0 abstention.
The full text of the Notice on Holding 2022 Annual Shareholders’ Meeting of JMC
was published on May 26, 2023 in China Securities, Securities Times, Hong Kong
Commercial Daily and the website www.cninfo.com.cn.
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V. Opinions from Independent Directors
Independent Directors, Mr. Yu Zhuoping, Mr. Chen Jiangfeng and Ms. Wang Yue,
expressed their opinions on the Shareholder Return Plan in the next three years and
the nominations of Director candidates for the new Board of Directors as follows:
1. We have been informed of the meeting agenda prior to the meeting;
2. The Shareholder Return Plan in the next three years formulated by the Board of
the Company can ensure the investors’ reasonable return as well as the
Company’s long-term and sustainable development, build up a scientific,
sustainable and stable shareholder return plan and related mechanism, which will
benefit legal interest protection for investors, and complied with the requirements
of the laws and regulations and does not hurt the interests of the Company and
minority shareholders. We agreed JMC Year 2023-2025 Shareholder Return Plan,
and agreed the Board of Directors to submit the Plan to the Shareholders’
Meeting for approval.
3. After the review of the Director candidates’ resumes, we believed all of the
Director candidates complied with the relevant qualification requirements
stipulated in the laws, regulations and the Articles of Association of JMC and
agreed the nominations; and
4. The procedure of the nominations of Director candidates complied with the
relevant requirements of the Articles of Association of JMC.
The announcement hereby is published.
Board of Directors
Jiangling Motors Corporation, Ltd.
May 26, 2023
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