Share’s code：
| Share’s code： | 000550 | Share’s Name： | Jiangling Motors | No.： | 2023-005 |
| 200550 | Jiangling B |
Jiangling Motors Corporation, Ltd.Public Announcement on Resolutions of the Board of DirectorsJiangling Motors Corporation, Ltd. and its Board members undertake that theinformation disclosed herein is truthful, accurate and complete and does notcontain any false statement, misrepresentation or major omission.
I. Informing of the MeetingThe Board of Directors of Jiangling Motors Corporation, Ltd. (hereinafter referred toas ‘JMC’ or the ‘Company’) sent out the 2022 Annual Report of JMC and relevantproposals to all the Directors on March 17, 2023.
II. Time, Place & Form of Holding the MeetingThe Board meeting was held in form of paper meeting from March 17 to March 28,2023. The procedure of convening and holding the meeting complied with thestipulation of the relevant laws, regulations and the Articles of Association of JMC.
III. Status of the Directors Attending the MeetingNine Directors shall attend this Board meeting and nine Directors were present.
IV. ResolutionsThe Directors present at the meeting approved the following resolutions in form ofpaper meeting:
1. The Board of Directors approved to submit to the 2022 Annual Shareholders’Meeting the following proposal on year 2022 profit distribution:
(1). to appropriate for the dividend distribution from the profit available fordistribution, which shall be equal to RMB 0.424 per share and shall apply to theCompany’s total share capital; and
(2). to carry forward the un-appropriated portion to the following fiscal year.
Profit distribution proposal: a cash dividend of RMB 4.24 (including tax) per 10shares will be distributed to shareholders. Based on the total share capital of863,214,000 shares as of December 31, 2022, total cash dividend distribution amountsshall be RMB 366,002,736.
The cash dividend on B share shall be paid in Hong Kong Dollars and converted atthe middle rate of the HK dollar’s exchange rate against RMB quoted by the People’sBank of China on the first working day following the relevant resolution adopted bythe Company’s Annual Shareholders’ Meeting.
The Board decided not to convert the capital reserve to the share capital this time.
There were 9 votes in favor of this proposal, 0 vote against, and 0 abstention.
All the Independent Directors, Mr. Chen Jiangfeng, Ms. Wang Yue and Mr. YuZhuoping, agreed this proposal.
This proposal is subject to the approval of the Company’s 2022 Annual Shareholders’Meeting.
2. The Board of Directors approved the 2022 Annual Report of the Company and the
Extracts from such Annual Report.
There were 9 votes in favor of this proposal, 0 vote against, and 0 abstention.
The 2022 Annual Report of the Company and the Extracts from such Annual Reportwere published on the website www.cninfo.com.cn.
3. The Board of Directors approved the 2022 Work Report of the Board of Directors
of the Company.
There were 9 votes in favor of this proposal, 0 vote against, and 0 abstention.
Please refer to Chapter III of 2022 Annual Report of JMC for the content of the 2022Work Report of the Board of Directors.
This report is subject to the approval of the Company’s 2022 Annual Shareholders’Meeting.
4. The Board of Directors approved the Company’s 2022 Financial Statements.
There were 9 votes in favor of this proposal, 0 vote against, and 0 abstention.
The 2022 Financial Statements of JMC was published on the websitewww.cninfo.com.cn.
The Financial Statements is subject to the approval of the Company’s 2022 AnnualShareholders’ Meeting.
5. The Board of Directors approved the Company’s 2022 Internal ControlSelf-assessment Report.
There were 9 votes in favor of this proposal, 0 vote against, and 0 abstention.
All the Independent Directors, Mr. Chen Jiangfeng, Ms. Wang Yue and Mr. Yu
Zhuoping, agreed this Report.
The 2022 Internal Control Self-assessment Report of JMC was published on thewebsite www.cninfo.com.cn.
6. The Board of Directors approved the Company’s 2022 Corporate SocialResponsibility Report.
There were 9 votes in favor of this proposal, 0 vote against, and 0 abstention.
The 2022 Corporate Social Responsibility Report of JMC was published on thewebsite www.cninfo.com.cn.
7. The Board of Directors approved JMCG Finance Company Continuous RiskAssessment Report.
When voting on this proposal, Director Qiu Tiangao and Director Jin Wenhuiwithdrew from the voting and all the other Directors agreed this report.
JMCG Finance Company Continuous Risk Assessment Report was published on thewebsite www.cninfo.com.cn.
8. The Board of Directors approved the 2022 Assets Impairment Provisions &Write-off proposal of the Company.
In 2022, the Company added assets impairment provisions of RMB 19.3 million andwrote off assets impairment provisions of RMB 137 million, of which the Companyaccrue for uncollectable receivables of RMB 12.1 million; write off uncollectablereceivables of RMB 110 million; accrue obsolete inventory provision of RMB 6.4million, write off obsolete inventory provision of RMB 11.4 million; accrue fixedassets provision of RMB 0.8 million, write off fixed assets provision of RMB 15.9million. Balance of the Company’s assets impairment provisions as of the end of 2022was RMB 676 million.
The Board of Directors believed that the provision accruals and write-offs wereconsistent with JMC’s actual needs and situation.
There were 9 votes in favor of this proposal, 0 vote against, and 0 abstention.
The accruals of the uncollectable receivable provision of RMB 12.1 million primarilyreflect the expected credit losses (“ECL”) on receivables, which was calculated by theCompany with reference to the historical credit loss experience, current conditionsand forecasts of future economic conditions, and based on the exposure at default andthe future 12-month or lifetime ECL rate.
The write-offs of the uncollectable receivables of RMB 110 million primarily reflectthe receivables confirmed to be unable to meet subsidy application conditions.
The accruals of the obsolete inventory provision of RMB 6.4 million primarily reflectthe unsalable parts and useless parts.
The write-offs of the obsolete inventory provision of RMB 11.4 million primarilyreflect the confirmed unusable parts.
The accruals of the fixed assets provision of RMB 0.8 million primarily reflect theunusable equipment and tooling due to design change or require high cost repair.
The write-offs of the fixed assets provision of RMB 15.9 million primarily reflect thedisposal of tooling and equipment that have been confirmed to be unusable.
The accruals of the assets impairment provisions have a negative impact of aboutRMB 19.3 million on profit before taxes of JMC in 2022.
V. Opinions from Independent DirectorsThe independent opinions from the Company's Independent Directors on theCompany's outside guarantee in 2022, the related credit and debt, the Company's 2022Internal Control Self-assessment Report and the year 2022 profit distribution proposalwere published on the website www.cninfo.com.cn.
The announcement is hereby published.
Board of DirectorsJiangling Motors Corporation, Ltd.March 30, 2023