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公司公告

江 铃B:江铃汽车股份有限公司2022年度股东大会决议公告(英文版)2023-06-17  

                                                                    Share’s name:          Jiangling Motors     Share’s code:        000550             No.:        2023-020
                                        Jiangling B                                200550

                                             Jiangling Motors Corporation, Ltd.
                                          Public Announcement on the Resolutions of
                                             2022 Annual Shareholders’ Meeting

                The Company, the Board of Directors and its members undertake that the
                information disclosed herein is truthful, accurate and complete and does not
                contain any false statement, misrepresentation or major omission.

                I. Important Note
                None of proposals was added, rejected and changed during the shareholders’ meeting.

                II. Convening Status of the Meeting
                1. Time: 8:00 a.m., June 16, 2023
                2. Place: Conference Centre, 20th floor, JMC Building, No. 2111 Middle Yingbin
                         Avenue, Nangchang City, Jiangxi Province, P.R.C.
                3. Convening method: vote on the spot as well as online voting.
                4. Convener: Board of Directors of JMC
                5. Meeting Chairman: Mr. Qiu Tiangao
                6. The convening of the meeting complied with the stipulations of the Company Law,
                   the Securities Law, the Rules of Shareholders’ Meeting and the Articles of
                   Association of JMC.

                III. Attending Status of the Meeting
                1. Attending Status of Shareholders
                         Presence in Person                           Online voting                                       Total
               Persons   Representing     Representing    Persons   Representing      Representing    Persons       Representing      Representing
   Type                     shares         shares as %                 shares         shares as %                      shares         shares as %
                                           of the total                                of the total                                    of the total
                                          share capital                               share capital                                   share capital
A share             3    354,294,700          41.0437%         9     6,757,710           0.7829%             12    361,052,410         41.8265%
B share             2    289,730,575          33.5642%         2       121,800           0.0141%              4    289,852,375         33.5783%
Total               4    644,025,275          74.6078%        11     6,879,510           0.7970%             15    650,904,785         75.4048%
Including:
minority            2     13,620,881          1.5779%         11     6,879,510           0.7970%             13     20,500,391           2.3749%
shareholders


                2. Attending Status of Other Persons
                i. Some Directors, Supervisors and Senior Executives of the Company;
                ii. The witness lawyers engaged by the Company.




                                                                                                                                  1
IV. Proposal Review and Voting
1. 2022 Work Report of the Board of Directors of JMC
                          Favor                   Against              Abstention
    Type           Shares      Percentage   Shares    Percentage   Shares Percentage
                                 (%)                  (%)                 (%)
A share          361,004,810 99.9868%         15,800    0.0044%     31,800    0.0088%
B share          289,852,375 100.0000%             0    0.0000%          0    0.0000%
Total            650,857,185 99.9927%         15,800    0.0024%     31,800    0.0049%
Including:
minority          20,452,791 99.7678%         15,800    0.0771%    31,800    0.1551%
shareholders
Voting result: the proposal was approved.

2. 2022 Work Report of the Supervisory Board of JMC
                          Favor                  Against               Abstention
    Type           Shares      Percentage  Shares    Percentage    Shares Percentage
                                 (%)                 (%)                  (%)
A share          361,004,810 99.9868%       15,800     0.0044%      31,800    0.0088%
B share          289,852,375 100.0000%            0    0.0000%           0    0.0000%
Total            650,857,185 99.9927%       15,800     0.0024%      31,800    0.0049%
Including:
minority          20,452,791 99.7678%       15,800     0.0771%     31,800    0.1551%
shareholders
Voting result: the proposal was approved.

3. 2022 Annual Report of JMC and the Extracts from such Annual Report
                          Favor                  Against              Abstention
    Type           Shares      Percentage  Shares    Percentage Shares Percentage
                                 (%)                 (%)                 (%)
A share          361,004,810 99.9868%       15,800     0.0044%     31,800    0.0088%
B share          289,852,375 100.0000%            0    0.0000%          0    0.0000%
Total            650,857,185 99.9927%       15,800     0.0024%     31,800    0.0049%
Including:
minority          20,452,791 99.7678%       15,800     0.0771%     31,800    0.1551%
shareholders
Voting result: the proposal was approved.

4. 2022 Financial Statements of JMC
                         Favor                  Against                Abstention
    Type          Shares      Percentage   Shares   Percentage     Shares Percentage
                                (%)                 (%)                   (%)
A share        361,004,810 99.9868%         15,800    0.0044%       31,800    0.0088%
B share        289,852,375 100.0000%              0   0.0000%            0    0.0000%
Total          650,857,185 99.9927%         15,800    0.0024%       31,800    0.0049%
Including:     20,452,791 99.7678%         15,800    0.0771%       31,800    0.1551%
                                                                               2
minority
shareholders
Voting result: the proposal was approved.

5. Proposal on JMC Profit Distribution for Year 2022
                          Favor                    Against               Abstention
    Type           Shares      Percentage    Shares    Percentage    Shares Percentage
                                 (%)                   (%)                  (%)
A share          361,036,610 99.9956%         15,800     0.0044%           0    0.0000%
B share          289,852,375 100.0000%              0    0.0000%           0    0.0000%
Total            650,888,985 99.9976%         15,800     0.0024%           0    0.0000%
Including:
minority          20,484,591 99.9229%         15,800     0.0771%           0     0.0000%
shareholders
Voting result: the proposal was approved.

6. Proposal on the Y2023 Routine Related Party Transaction Framework with JMCG
Finance Company
Relationship: a subsidiary of Jiangling Motors Group Co., Ltd. (hereinafter referred to
               as “JMCG”)
Related shareholder: Nanchang Jiangling Investment Co., Ltd.
Shareholding of the related shareholder: 354,176,000 shares
Whether withdraw from the voting: yes
                           Favor                   Against                 Abstention
    Type            Shares     Percentage    Shares     Percentage Shares Percentage
                                 (%)                    (%)                    (%)
A share             1,461,008 21.2467% 5,415,402 78.7533%                    0     0.0000%
B share         282,545,086 97.4790% 7,307,289            2.5210%            0     0.0000%
Total           284,006,094 95.7124% 12,722,691           4.2876%            0     0.0000%
Including:
minority            7,777,700 37.9393% 12,722,691 62.0607%                   0     0.0000%
shareholders
Voting result: the proposal was approved.

7. Proposal on the Y2023 Routine Related Party Transaction Framework with Jiangxi
Jiangling Motors Imp. & Exp. Co., Ltd. and its subsidiaries
Relationship: an associate of JMCG
Related shareholder: Nanchang Jiangling Investment Co., Ltd.
Shareholding of the related shareholder: 354,176,000 shares
Whether withdraw from the voting: yes
                          Favor                    Against             Abstention
    Type          Shares       Percentage    Shares     Percentage Shares Percentage
                                 (%)                    (%)               (%)
A share           6,860,610 99.7702%           15,800     0.2298%        0    0.0000%
B share        289,852,375 100.0000%                0     0.0000%        0    0.0000%

                                                                                   3
Total            296,712,985 99.9947%        15,800    0.0053%            0    0.0000%
Including:
minority          20,484,591 99.9229%        15,800    0.0771%            0    0.0000%
shareholders
Voting result: the proposal was approved.

8. Proposal on the Y2023 Routine Related Party Transaction Framework with
Jiangling Motor Group Co., Ltd. and its subsidiaries
Relationship: an actual Controller of Nanchang Jiangling Investment Co., Ltd.
Related shareholder: Nanchang Jiangling Investment Co., Ltd.
Shareholding of the related shareholder: 354,176,000 shares
Whether withdraw from the voting: yes
                          Favor                    Against                Abstention
    Type           Shares      Percentage    Shares    Percentage Shares Percentage
                                 (%)                    (%)                  (%)
A share            6,860,610 99.7702%          15,800     0.2298%           0    0.0000%
B share          289,852,375 100.0000%               0    0.0000%           0    0.0000%
Total            296,712,985 99.9947%          15,800     0.0053%           0    0.0000%
Including:
minority          20,484,591 99.9229%          15,800     0.0771%           0    0.0000%
shareholders
Voting result: the proposal was approved.

9. Proposal on the Y2023 Routine Related Party Transaction Framework with Ford
Motor Company and its subsidiaries
Relationship: a shareholder of the Company (hold 32% equity)
Related shareholder: Ford Motor Company
Shareholding of the related shareholder: 276,228,394 shares
Whether withdraw from the voting: yes
                          Favor                    Against            Abstention
    Type           Shares     Percentage     Shares    Percentage Shares   Percentage
                                (%)                    (%)               (%)
A share         361,036,610 99.9956%           15,800     0.0044%        0   0.0000%
B share          13,623,981 100.0000%               0     0.0000%        0   0.0000%
Total           374,660,591 99.9958%           15,800     0.0042%        0   0.0000%
including:
minority         20,484,591 99.9229%           15,800     0.0771%        0   0.0000%
shareholders
Voting result: the proposal was approved.

10. Proposal on the Y2023 Routine Related Party Transaction Framework with
Nanchang Jiangling HuaXiang Auto Components Co., Ltd.
Relationship: a joint venture of JMCG
Related shareholder: Nanchang Jiangling Investment Co., Ltd.
Shareholding of the related shareholder: 354,176,000 shares
Whether withdraw from the voting: yes
                                                                                  4
                        Favor                    Against              Abstention
    Type         Shares     Percentage      Shares   Percentage   Shares Percentage
                              (%)                    (%)                 (%)
A share          6,860,610 99.7702%          15,800    0.2298%          0    0.0000%
B share        289,852,375 100.0000%               0   0.0000%          0    0.0000%
Total          296,712,985 99.9947%          15,800    0.0053%          0    0.0000%
Including:
minority          20,484,591 99.9229%        15,800    0.0771%         0    0.0000%
shareholders
Voting result: the proposal was approved.

11. Proposal on the Y2023 Routine Related Party Transaction Framework with
Nanchang Baojiang Steel Processing Distribution Co., Ltd.
Relationship: an associate of JMCG
Related shareholder: Nanchang Jiangling Investment Co., Ltd.
Shareholding of the related shareholder: 354,176,000 shares
Whether withdraw from the voting: yes
                          Favor                    Against            Abstention
    Type           Shares      Percentage    Shares    Percentage Shares Percentage
                                 (%)                   (%)               (%)
A share            6,860,610 99.7702%          15,800    0.2298%        0    0.0000%
B share          289,852,375 100.0000%              0    0.0000%        0    0.0000%
Total            296,712,985 99.9947%          15,800    0.0053%        0    0.0000%
Including:
minority          20,484,591 99.9229%          15,800    0.0771%        0    0.0000%
shareholders
Voting result: the proposal was approved.

12. Proposal on the Y2023 Routine Related Party Transaction Framework with Magna
PT Powertrain (Jiangxi) Co., Ltd.
Relationship: an associate of JMCG
Related shareholder: Nanchang Jiangling Investment Co., Ltd.
Shareholding of the related shareholder: 354,176,000 shares
Whether withdraw from the voting: yes
                          Favor                    Against            Abstention
    Type           Shares      Percentage    Shares    Percentage Shares Percentage
                                 (%)                   (%)               (%)
A share            6,860,610 99.7702%          15,800    0.2298%        0    0.0000%
B share          289,852,375 100.0000%              0    0.0000%        0    0.0000%
Total            296,712,985 99.9947%          15,800    0.0053%        0    0.0000%
Including:
minority          20,484,591 99.9229%          15,800    0.0771%        0    0.0000%
shareholders
Voting result: the proposal was approved.

                                                                              5
13. Proposal on the Y2023 Routine Related Party Transaction Framework with
Jiangxi Jiangling Lear Interior System Co., Ltd.
Relationship: a joint venture of JMCG
Related shareholder: Nanchang Jiangling Investment Co., Ltd.
Shareholding of the related shareholder: 354,176,000 shares
Whether withdraw from the voting: yes
                          Favor                    Against            Abstention
    Type           Shares      Percentage     Shares   Percentage Shares Percentage
                                  (%)                  (%)               (%)
A share            6,860,610 99.7702%          15,800    0.2298%        0    0.0000%
B share          289,852,375 100.0000%               0   0.0000%        0    0.0000%
Total            296,712,985 99.9947%          15,800    0.0053%        0    0.0000%
Including:
minority          20,484,591 99.9229%          15,800    0.0771%        0    0.0000%
shareholders
Voting result: the proposal was approved.

14. Proposal on the Y2023 Routine Related Party Transaction Framework with
Jiangxi JMCG Specialty Vehicles Co., Ltd. and its subsidiaries
Relationship: an associate of JMCG
Related shareholder: Nanchang Jiangling Investment Co., Ltd.
Shareholding of the related shareholder: 354,176,000 shares
Whether withdraw from the voting: yes
                          Favor                    Against            Abstention
    Type           Shares      Percentage    Shares    Percentage Shares Percentage
                                 (%)                   (%)               (%)
A share            6,860,610 99.7702%          15,800    0.2298%        0    0.0000%
B share          289,852,375 100.0000%              0    0.0000%        0    0.0000%
Total            296,712,985 99.9947%          15,800    0.0053%        0    0.0000%
Including:
minority          20,484,591 99.9229%          15,800    0.0771%        0    0.0000%
shareholders
Voting result: the proposal was approved.

15. Proposal on the Y2023 Routine Related Party Transaction Framework with
Nanchang Faurecia Emissions Control Technologies Co., Ltd.
Relationship: an associate of JMCG
Related shareholder: Nanchang Jiangling Investment Co., Ltd.
Shareholding of the related shareholder: 354,176,000 shares
Whether withdraw from the voting: yes
                          Favor                    Against            Abstention
    Type          Shares       Percentage    Shares    Percentage Shares Percentage
                                 (%)                   (%)               (%)
A share           6,860,610 99.7702%           15,800    0.2298%        0    0.0000%
B share        289,852,375 100.0000%                0    0.0000%        0    0.0000%

                                                                              6
Total            296,712,985 99.9947%        15,800    0.0053%            0    0.0000%
Including:
minority          20,484,591 99.9229%        15,800    0.0771%            0    0.0000%
shareholders
Voting result: the proposal was approved.

16. Proposal on the Y2023 Routine Related Party Transaction Framework with China
South Industries Group Corporation and its subsidiaries
Relationship: an actual controller of Nanchang Jiangling Investment Co., Ltd.
Related shareholder: Nanchang Jiangling Investment Co., Ltd.
Shareholding of the related shareholder: 354,176,000 shares
Whether withdraw from the voting: yes
                          Favor                    Against                Abstention
    Type           Shares      Percentage    Shares     Percentage Shares Percentage
                                 (%)                    (%)                  (%)
A share            6,860,610 99.7702%          15,800     0.2298%           0    0.0000%
B share          289,852,375 100.0000%              0     0.0000%           0    0.0000%
Total            296,712,985 99.9947%          15,800     0.0053%           0    0.0000%
Including:
minority          20,484,591 99.9229%          15,800     0.0771%           0    0.0000%
shareholders
Voting result: the proposal was approved.

17. Proposal on the Y2023 Routine Related Party Transaction Framework with
Nanchang Unistar Electric & Electronics Co., Ltd.
Relationship: an associate of JMCG
Related shareholder: Nanchang Jiangling Investment Co., Ltd.
Shareholding of the related shareholder: 354,176,000 shares
Whether withdraw from the voting: yes
                          Favor                    Against            Abstention
    Type           Shares      Percentage    Shares    Percentage Shares Percentage
                                 (%)                   (%)               (%)
A share            6,860,610 99.7702%          15,800    0.2298%        0    0.0000%
B share          289,852,375 100.0000%              0    0.0000%        0    0.0000%
Total            296,712,985 99.9947%          15,800    0.0053%        0    0.0000%
Including:
minority          20,484,591 99.9229%          15,800    0.0771%        0    0.0000%
shareholders
Voting result: the proposal was approved.

18. JMC Year 2023-2025 Shareholder Return Plan
                       Favor                   Against                 Abstention
    Type        Shares     Percentage    Shares    Percentage      Shares Percentage
                             (%)                   (%)                    (%)
A share       361,036,610 99.9956%         15,800    0.0044%             0    0.0000%

                                                                                  7
B share          289,852,375 100.0000%           0     0.0000%           0    0.0000%
Total            650,888,985 99.9976%       15,800     0.0024%           0    0.0000%
Including:
minority          20,484,591 99.9229%       15,800     0.0771%           0    0.0000%
shareholders
Voting result: the proposal was approved.

19. Election of Directors for the Eleventh 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
                                                     Favor
         Type
                                      Shares                     Percentage (%)
A share                                      360,204,707                     99.7652%
B share                                      289,730,581                     99.9580%
Total                                        649,935,288                     99.8511%
Including:
                                              19,530,894                     95.2708%
minority shareholders
Voting result: the proposal was approved.

19.02 Proposal on Electing Mr. Shengpo Wu as a Director of the Eleventh Board of
     Directors of JMC
                                                     Favor
         Type
                                      Shares                    Percentage (%)
A share                                      360,204,707                    99.7652%
B share                                      289,730,581                    99.9580%
Total                                        649,935,288                    99.8511%
Including:
                                              19,530,894                    95.2708%
minority shareholders
Voting result: the proposal was approved.

19.03 Proposal on Electing Mr. Ryan Anderson as a Director of the Eleventh Board of
     Directors of JMC
                                                     Favor
         Type
                                      Shares                       Percentage (%)
A share                                      360,086,107                       99.7324%
B share                                      286,552,481                       98.8615%
Total                                        646,638,588                       99.3446%
Including:
                                              16,234,194                       79.1897%
minority shareholders
Voting result: the proposal was approved.

19.04 Proposal on Electing Ms. Xiong Chunying as a Director of the Eleventh Board
     of Directors of JMC
         Type                                      Favor
                                                                                8
                                      Shares                      Percentage (%)
A share                                        360,205,006                    99.7653%
B share                                        289,730,581                    99.9580%
Total                                          649,935,587                    99.8511%
Including:
                                                19,531,193                    95.2723%
minority shareholders
Voting result: the proposal was approved.

19.05 Proposal on Electing Mr. Jin Wenhui as a Director of the Eleventh Board of
     Directors of JMC
                                                     Favor
         Type
                                      Shares                    Percentage (%)
A share                                      360,204,707                    99.7652%
B share                                      289,730,581                    99.9580%
Total                                        649,935,288                    99.8511%
Including:
                                              19,530,894                    95.2708%
minority shareholders
Voting result: the proposal was approved.

19.06 Proposal on Electing Mr. Yuan Mingxue as a Director of the Eleventh Board of
     Directors of JMC
                                                     Favor
         Type
                                      Shares                      Percentage (%)
A share                                      360,086,107                      99.7324%
B share                                      286,552,481                      98.8615%
Total                                        646,638,588                      99.3446%
Including:
                                              16,234,194                      79.1897%
minority shareholders
Voting result: the proposal was approved.

20. Election of Independent Directors for 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
                                                       Favor
         Type
                                       Shares                       Percentage (%)
A share                                        360,124,907                      99.7431%
B share                                        286,552,478                      98.8615%
Total                                          646,677,385                      99.3505%
Including:
                                                16,272,991                      79.3789%
minority shareholders
Voting result: the proposal was approved.

20.02 Proposal on Electing Mr. Chen Jiangfeng as an Independent Director of the
     Eleventh Board of Directors of JMC
        Type                                      Favor
                                                                                 9
                                      Shares                      Percentage (%)
A share                                        360,243,507                    99.7760%
B share                                        289,730,578                    99.9580%
Total                                          649,974,085                    99.8570%
Including:
                                                19,569,691                    95.4601%
minority shareholders
Voting result: the proposal was approved.

20.03 Proposal on Electing Ms. Wang Yue as an Independent Director of the Eleventh
     Board of Directors of JMC
                                                     Favor
         Type
                                      Shares                     Percentage (%)
A share                                      360,243,806                      99.7760%
B share                                      289,730,578                      99.9580%
Total                                        649,974,384                      99.8571%
Including:
                                              19,569,990                      95.4615%
minority shareholders
Voting result: the proposal was approved.

21. Election of Supervisors for the Eleventh Supervisory Board of JMC
21.01 Proposal on Electing Mr. Xiao Hu as a Supervisor of the Eleventh Supervisory
     Board of JMC
                                                       Favor
         Type
                                       Shares                       Percentage (%)
A share                                        360,124,907                      99.7431%
B share                                        286,552,478                      98.8615%
Total                                          646,677,385                      99.3505%
Including:
                                                16,272,991                      79.3789%
minority shareholders
Voting result: the proposal was approved.

21.02 Proposal on Electing Mr. Zhang Yangyang as a Supervisor of the Eleventh
     Supervisory Board of JMC
                                                     Favor
         Type
                                      Shares                 Percentage (%)
A share                                      360,983,411                 99.9809%
B share                                      289,730,578                 99.9580%
Total                                        650,713,989                 99.9707%
Including:
                                              20,309,595                 99.0693%
minority shareholders
Voting result: the proposal was approved.

21.03 Proposal on Electing Mr. Zhang Jian as a Supervisor of the Eleventh
     Supervisory Board of JMC
        Type                                  Favor
                                                                                 10
                                      Shares                       Percentage (%)
A share                                        360,124,907                     99.7431%
B share                                        286,552,478                     98.8615%
Total                                          646,677,385                     99.3505%
Including:
                                                16,272,991                     79.3789%
minority shareholders
Voting result: the proposal was approved.

V. Legal Opinion Issued by the Lawyers
1. Name of Law Firm: Jiangxi Hua Bang Law Firm
2. Name of the lawyers: Deng Ying, Liu YangJiao
3. Legal opinion: convening procedure of the shareholders' meeting complies with the
   stipulations of the Laws, Regulations, and Normative Documents, such as the
   Company Law, the Rules of Shareholders’ Meeting, the Rules for Implementation
   of Online Voting, and the Articles of Association of the Company; the
   qualifications of the persons attending the shareholders’ meeting, convener
   qualification, and the voting procedure of the shareholders’ meeting are in
   accordance with the Laws, Regulations, Normative Documents and the Articles of
   Association of the Company, and the voting results are legitimate and valid.

VI. Documents for Reference
1. The Resolutions of the 2022 Annual Shareholders’ Meeting of Jiangling Motors
   Corporation, Ltd.;
2. Legal Opinion issued by Jiangxi Hua Bang Law Firm on the 2022 Annual
   Shareholders’ Meeting of Jiangling Motors Co., Ltd.


Board of Directors
Jiangling Motors Corporation, Ltd.
June 17, 2023




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