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公司公告

江 铃B:江铃汽车股份有限公司关联交易公告(英文版)2023-07-01  

                                                     Share’s code:   000550      Share’s Name: Jiangling Motors    No.: 2023-024
                   200550                      Jiangling B


                      Jiangling Motors Corporation, Ltd.
           Public Announcement on Related Party Transactions

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.

1. Brief Introduction
The Board of Directors of Jiangling Motors Corporation, Ltd. (hereinafter referred to
as "JMC" or the "Company") hold a paper meeting during the period from June 27,
2023 to June 30, 2023 to approve Service Contract for All New Ford F150 Raptor
Between Jiangling Ford Motor Technology (Shanghai) Co., Ltd., a subsidiary of the
Company, and Ford Motor (China) Ltd.

Nine Directors shall attend this Board meeting and nine Directors were present.

Whereas Ford Motor Company (“Ford”), representing 32% of the outstanding shares
of the Company, is the second largest shareholder of the Company, and Ford Motor
(China) Ltd. is a whole-owned subsidiary of Ford, the transaction herein constitutes a
related party transaction.

When voting on the proposal, Director Shengpo Wu, Director Ryan Anderson and
Director Xiong Chunying withdrew from the voting, and all the other Directors agreed
with this proposal.

This related party transaction does not constitute a material asset reorganization
stipulated in Measures for the Administration of Material Asset Reorganization of
Listed Companies promulgated by CSRC.

2. Brief Summary of the Related Parties
Company Name: Ford Motor (China) Ltd.
Registered Address: Floor 36, Shanghai Information Tower, 211 Century Avenue,
                     China (Shanghai) Pilot Free Trade Zone, China
Legal Representative: Shengpo Wu
Enterprise Type: Limited Liability Company (Wholly Owned by a Foreign Legal
                 Person)
Ford Motor (China) Ltd. (“Ford China”) is a whole-owned subsidiary of Ford Motor
Company, and its business scope includes providing relevant services for the products
manufactured by its parent company and related companies. The latest audited financial
indexes of Ford Motor Company are as follows:

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                                             Unit: US$ million
                                                       Year 2022
      Revenue                                           158,057
      Net profit                                         -1,981
                                              December 31, 2022
      Total assets                                        255,884
      Total equity                                         43,167

After inquiry, Ford Motor Company and Ford Motor (China) Ltd. are not persons
subject to enforcement for dishonesty.

3. Main Contents of Service Contract for All New Ford F150 Raptor
  i. “Contract Products” means Ford All New F-150 Raptor, the parts and accessories
     used on Ford All New F-150 Raptor, the extended service products such as
     scheduled service program, extended warranty, and others applicable to Ford All
     New F-150 Raptor.
 ii. Ford China authorizes Jiangling Ford Motor Technology (Shanghai) Co., Ltd. to
     provide Services as specified in this Contract in China Market, including the
     marketing, sales and service for the Contract Products, as well as the business
     and operation activities related to network establishment and management.
iii. Jiangling Ford Motor Technology (Shanghai) Co., Ltd. will regularly charge
     Ford China for the purposes of the matters specified in this Service Contract.
iv. This Contract shall come into force from July 1, 2023 and shall last until the end
     of life cycle of Ford All New F-150 Raptor.

Note: the annual amount of service fees charged to Ford China is expected to range
from about RMB 30 million to RMB 60 million.

4. Pricing Policy of the Related Party Transaction
Pricing of the service fees in this Contract is based on contracted price, and the prices
are determined through the process of cost assessment, quotes, and negotiations.

5. Purpose and Impact of the Related Party Transaction on JMC
The related party transaction will help to improve the sales channel construction of
Jiangling Ford Motor Technology (Shanghai) Co., Ltd. and increase the Company’s
income.

6. The total amount of the related party transactions from January 1, 2023 to May 31,
2023 taken place between Ford Motor Company and the Company is about RMB 72.52
million, and between Ford China and the Company is about RMB 28.73 million.

7. Opinions from Independent Directors
Independent Directors of the Company, Mr. Yu Zhuoping, Mr. Chen Jiangfeng, and Ms.
Wang Yue, expressed their opinions on Service Contract for All New F150 Raptor

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between Jiangling Ford Motor Technology (Shanghai) Co., Ltd. and Ford China as
follows:
1. We have been informed of the meeting agenda prior to the meeting;
2. We have known Service Contract for All New F150 Raptor between Jiangling Ford
Motor Technology (Shanghai) Co., Ltd. and Ford China, and after seriously review, we
believe that the provisions in this Contract are in line with the general business
principles and are fair and reasonable.

8. Documents for Reference
1. Resolution of the Board of Directors of Jiangling Motors Corporation, Ltd.;
2. Opinions from Independent Directors on Service Contract for All New F150 Raptor.

Board of Directors
Jiangling Motors Corporation, Ltd.
July 1, 2023




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