Share’s code： 000550 Share’s Name： Jiangling Motors No.： 2023-041
200550 Jiangling B
Jiangling Motors Corporation, Ltd.
Public Announcement on Forecast of
the Routine Related Party Transactions in 2024
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 2024 routine related party transaction
forecast proposal on December 8, 2023.
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 46 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 460 million, and Type B means the related parties with
JMC, where total annual transactions with each of them is projected to be between
RMB 46 million and RMB 460 million.
This proposal relates to related party transactions and has been reviewed at a special
meeting of the Company's Independent Directors before being submitted to the Board
of Directors for consideration.
The Board of Directors approved the 2024 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 2024 forecast proposal for type B routine related
party transactions and authorized the Execute Committee to sign detailed contracts
with the individual related parties.
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Nine directors shall attend this meeting and nine were present.
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 2024
i. Type A, which means the related parties with JMC, where total annual
transactions with each of them is projected to be over RMB 460 million, are listed
as follows:
RMB million
2023 Actual
2024 Forecast Transaction
Related Party Category Content Transaction Amount from
Amount January to
October
Deposit Deposit interest 30 13
interest and Guarantees 1 2
JMCG Finance accumulation
Payment settlement
Company settlement 20,769 11,614
Deposits
amount
Subtotal 20,800 11,629
Purchase of goods
Jiangxi Jiangling Purchase 48 11
and service
Motors Imp. &
Sales of goods and
Exp. Co., Ltd. and Sales 13,752 7,644
service
its subsidiaries
Subtotal 13,800 7,655
Purchase of goods
Purchase 5,800 2,725
and service
JMCG and its
Sales of goods and
subsidiaries Sales 1,700 508
service
Subtotal 7,500 3,234
Purchase of goods
Purchase 3,000 590
and service
Ford and its
Sales of goods and
subsidiaries Sales 900 85
service
Subtotal 3,900 675
Magna PT Purchase Purchase of goods 1,499 1,027
2
Powertrain and service
(Jiangxi) Co., Ltd. Sales of goods and
Sales 1 1
service
Subtotal 1,500 1,028
Purchase of goods
Nanchang Jiangling Purchase 1,390 964
and service
Huaxiang Auto
Sales of goods and
Components Co., Sales 10 2
service
Ltd.
Subtotal 1,400 966
Purchase of goods
Nanchang Baojiang Purchase 1,099 594
and service
Steel Processing
Sales of goods and
Distribution Co., Sales 1 0
service
Ltd.
Subtotal 1,100 594
Purchase of goods
China South Purchase 30 12
and service
Industries Group
Sales of goods and
Co., Ltd. and Sales 920 252
service
Subsidiaries
Subtotal 950 264
Purchase of goods
Purchase 870 605
Jiangxi Jiangling and service
Lear Interior Sales of goods and
Sales 30 17
System Co., Ltd. service
Subtotal 900 622
Faurecia Emissions Purchase of goods
Purchase 550 286
Control and service
Technologies
(Nanchang) Co., Subtotal 550 286
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 46 million and RMB 460 million,
are listed as follows:
RMB million
2023 Actual
2024 Forecast Transaction
Related Party Category Content Transaction Amount from
Amount January to
October
Nanchang Unistar Purchase of goods
Purchase 400 227
Electric & Electronics and service
Co., Ltd. Subtotal 400 227
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Purchase of goods
Changan Ford Purchase 330 29
and service
Automobile Co., Ltd.
Subtotal 330 29
Purchase of goods
Hanon Systems Purchase 215 127
and service
(Nanchang) Co., Ltd.
Subtotal 215 127
Purchase of goods
Purchase 150 91
Nanchang JMCG SMR and service
Huaxiang Mirror Co., Sales of goods and
Sales 30 14
Ltd. service
Subtotal 180 105
Purchase of goods
Nanchang Yinlun Purchase 180 95
and service
Heat-exchanger Co., Ltd.
Subtotal 180 95
Purchase of goods
Purchase 20 6
and service
Jiangxi ISUZU Engine
Sales of goods and
Co., Ltd. Sales 45 26
service
Subtotal 65 32
2. Main Content and amounts of routine related party transactions in 2023
RMB million
Differences
Between
2023 Actual
Actual
Actual Transaction
2023 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 13 36 6.41% -63.89%
interest and Guarantees 2 2 100.00% 0.00%
JMCG Finance
accumulation
Company Payment
settlement
settlement 11,614 20,123 29.17% -42.28%
amount
Deposits
Jiangxi Jiangling Purchase of
Purchase 11 36 0.06% -69.44%
Motors Imp. & Exp. goods and service
Co., Ltd. and its Sales of goods
Sales 7,644 8,133 29.14% -6.01%
subsidiaries and service
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Purchase of
Purchase 2,725 4,778 13.95% -42.97%
JMCG and its goods and service
subsidiaries Sales of goods
Sales 508 680 1.94% -25.29%
and service
Purchase of
Purchase 590 1,432 3.02% -58.80%
Ford and its goods and service
subsidiaries Sales of goods
Sales 85 109 0.32% -22.02%
and service
Purchase of
Purchase 1,027 1,153 5.26% -10.93%
Magna PT Powertrain goods and service
(Jiangxi) Co., Ltd. Sales of goods
Sales 1 1 0.00% 0.00%
and service
Purchase of
Nanchang Jiangling Purchase 964 1,181 4.93% -18.37%
goods and service
Huaxiang Auto
Sales of goods
Components Co., Ltd. Sales 2 4 0.01% -50.00%
and service
Nanchang Baojiang
Purchase of
Steel Processing Purchase 594 1,156 3.04% -48.62%
goods and service
Distribution Co., Ltd.
China South Purchase of
Purchase 0 0 0.00% 0.00%
Industries Group Co., goods and service
Ltd. and its Sales of goods
Sales 12 14 0.06% -14.29%
subsidiaries and service
Purchase of
Jiangxi Jiangling Lear Purchase 252 556 0.96% -54.68%
goods and service
Interior System Co.,
Sales of goods
Ltd. Sales 605 803 3.10% -24.66%
and service
Faurecia Emissions
Purchase of
Control Technologies Purchase 17 15 0.06% 13.33%
goods and service
(Nanchang) Co., Ltd.
Nanchang Unistar
Purchase of
Electric & Electronics Purchase 286 618 1.46% -53.72%
goods and service
Co., Ltd.
Changan Ford Purchase of
Purchase 127 200 0.65% -36.50%
Automobile Co., Ltd. goods and service
Hanon Systems Purchase of
Purchase 227 430 1.16% -47.21%
(Nanchang) Co., Ltd. goods and service
Purchase of
Nanchang JMCG Purchase 29 71 0.15% -59.15%
goods and service
SMR Huaxiang
Sales of goods
Mirror Co., Ltd. Sales 91 133 0.47% -31.58%
and service
Nanchang Yinlun
Purchase of
Heat-exchanger Co., Purchase 14 14 0.05% 0.00%
goods and service
Ltd.
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Purchase of
Purchase 95 138 0.49% -31.16%
Jiangxi ISUZU goods and service
Engine Co., Ltd. Sales of goods
Sales 6 25 0.03% -76.00%
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 2023 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 2023 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
2023: the No. 2022-044 announcement, published on the website www.cninfo.com.cn on
December 13, 2022.
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 Subsidiary 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 USD $420 Vehicle manufacturing and sales and Detroit, Controlling
Company Ford Jr. million other business U.S.A shareholder of
the Company
(hold 32%
equity)
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Magna PT Yi Wang Euro Manufacture and sell transmissions and Nanchang Associate of
Powertrain (Jiangxi) 131.27 related components City JMCG
Co., Ltd. million
Nanchang Jiangling Du Yongchun RMB 40 Manufacturing and sales of automotive Nanchang Subsidiary of
Huaxiang Auto million components. City JMCG
Components 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
China South Xu Xianping RMB Investment, operation and management Beijing Actual controller
Industries Group 35,300 of state-owned assets City of JIC
Co., Ltd. million
Jiangxi Jiangling Chang USD Design, production, sales for all kinds Nanchang Subsidiary of
Lear Interior System Hongshun $10.215 of cars, modified cars, transformer car City JMCG
Co., Ltd. million full sets of seats, sponge business
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.
Nanchang Unistar Pan Xiaolin RMB 50 Auto wiring, development, Nanchang Subsidiary of
Electric & million manufacturing, sales and after-sales City JMCG
Electronics Co., Ltd. service of electronic parts.
Changan Ford Zhu Huarong USD $241 Development, production and sales of Chongqing Joint venture of
Automobile Co., million automobiles and parts; provide City Changan
Ltd. after-sales services, training services, Automobile Co.,
warehousing services and other Ltd. and Ford
services. Motor Company
Hanon Systems Xiao USD $5.6 Manufacturing of climate control Nanchang Associate of
(Nanchang) Co., Ltd. Changchun million systems (excluding compressors), City JMC
refrigerant lines, brake lines and fuel
tubes used for automobile.
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 Joint venture of
Heat-exchanger Co., million automobile heat exchange system. City JMCG
Ltd.
Jiangxi ISUZU Haru RMB 950 Design, assemble and sell engines, Nanchang Subsidiary of
Engine Co., Ltd. Nakamura million gearboxes and their spare parts; City JMCG
Selling lubricating oil; Import related
technology, equipment and spare parts
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Financial information of the related parties in 2022 was shown as follows:
RMB million
No. Name Total Assets Net Assets Revenue Profit after
tax
1 JMCG Finance Company 10,837 1,462 253 67
2 Jiangxi Jiangling Motors Imp. & Exp.
1,939 282 7,225 48
Co., Ltd.
3 JMCG 17,877 6,236 1,447 -225
4 USD USD USD
-USD $2,200
Ford $255,900 $43,200 $158,100
million
million million million
5 Magna PT Powertrain (Jiangxi) Co.,
5,275 2,977 5,057 593
Ltd.
6 Jiangxi Huaxiang Auto Components
719 312 1,070 29
Co., Ltd.
7 Nanchang Baojiang Steel Processing
588 216 2,291 32
Distribution Co., Ltd.
8 China South Industries Group Co., Ltd. 411,298 152,306 292,136 11,679
9 Jiangxi Jiangling Lear Interior System
446 156 634 26
Co., Ltd.
10 Nanchang Faurecia Emissions Control
442 97 229 20
Technologies Co., Ltd.
11 Nanchang Unistar Electric &
363 71 551 1
Electronics Co., Ltd.
12 Changan Ford Automobile Co., Ltd. 36,018 1,530 51,067 -2,449
13 Hanon Systems (Nanchang) Co., Ltd. 340 198 310 4
14 Nanchang JMCG SMR Huaxiang
153 88 129 14
Mirror Co., Ltd.
15 Nanchang Yinlun Heat-exchanger Co.,
140 54 164 3
Ltd.
16 Jiangxi ISUZU Engine Co., Ltd. 2,875 1,037 4,081 -45
After inquiry, all the above mentioned related legal persons are not the persons to be
executed for dishonesty.
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.
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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, the transaction price is fair. All the transactions comply with the
requirements of relevant laws and regulations, which do not damage the interests of
the Company and minority shareholders.
VI. Opinions at the Special Meeting of Independent Directors
Before the Company's 2024 routine related party transaction forecast proposal is
submitted to the Board of Directors for consideration, it has been reviewed at the
2023 first special meeting of Independent Directors of the Eleventh Board of
Directors of the Company and approved by all the Independent Directors. The
Independent Directors of the Company issued the following review opinions on the
Company's 2024 routine related party transaction forecast proposal:
1. The amount of the Company's 2024 routine related party transactions is forecasted
to be based on the normal business needs, conform to the Company’s actual
management needs, and the related party transactions follow the principle of objective,
just and fair trading, without damaging the legitimate interests of the Company and
shareholders, especially the legitimate interests of minority shareholders, in line with
the relevant regulations of China Securities Regulatory Commission and Shenzhen
Stock Exchange.
2. Where the actual amount of routine related party transactions of the Company
occurring in 2023 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 the
interests of the Company and minority shareholders.
Therefore, all the Independent Directors agree to the proposal, and agree to submit
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this proposal to the Board of Directors of the Company for consideration, and the
related Directors should withdraw from voting in accordance with the regulations.
VII. Documents for Reference
1. Resolutions of the Third Session of the Eleventh Board of Directors of JMC;
2. Opinions of the Independent Directors at the special meeting on the Company's
2024 routine related party transaction forecast proposal
Board of Directors
Jiangling Motors Corporation, Ltd.
December 12, 2023
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