Share’s code：
| 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 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 relevant proposals of the Board meeting to allthe Directors on May 21, 2023.
II. Time, Place & Form of Holding the MeetingThe 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 ofthe 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 based ontheir discussion:
1. The Board of Directors agreed JMC Year 2023-2025 Shareholder Return Plan, andto 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 websitewww.cninfo.com.cn.
2. Given the three-year term of the Tenth Board of Directors of JMC will soon expirepursuant to the provision of the Articles of Association of JMC, the Board ofDirectors approved submitting to the Shareholders’ Meeting the nominations of thefollowing personnel as candidates for the new Board of Directors:
Nanchang Jiangling Investment Co., Ltd. nominated Mr. Qiu Tiangao, Mr. Jin Wenhuiand Mr. Yuan Mingxue as candidates for Director on the Eleventh Board of Directorsof JMC, and nominated Mr. Yu Zhuoping as a candidate for Independent Director onthe Eleventh Board of Directors of JMC;
Ford Motor Company nominated Mr. Shengpo Wu, Mr. Ryan Anderson, and Ms.Xiong Chunying as candidates for Director on the Eleventh Board of Directors ofJMC, and nominated Mr. Chen Jiangfeng as a candidate for Independent Director onthe Eleventh Board of Directors of JMC;
Nanchang Jiangling Investment Co., Ltd. and Ford Motor Company jointly nominatedMs. Wang Yue as a candidate for Independent Director on the Eleventh Board ofDirectors of JMC.
Each of the above-mentioned Director candidates was presented as a separateproposal to the Board meeting for voting and there were 9 votes in favor of theproposals, 0 vote against, and 0 abstention.
JMC shall submit the documents of the three Independent Director candidates toShenzhen Stock Exchange for review and if Shenzhen Stock Exchange does not raiseobjection, 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 MechanicalManufacturing and a Master’s Degree in Industrial Engineering from HuazhongUniversity 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, PlantManager of Axle Plant for JMC, General Manager, Chairman of Nanchang Gear Co.,Ltd., Chairman of Jiangxi JMCG Gear Co., Ltd., Vice President, Vice Chairman ofJiangling Motor Holdings Co., Ltd., Director, General Manager, Chairman ofJiangling Motor Company (Group).
As of the disclosure date of this announcement, Mr. Qiu Tiangao did not hold anyshares of the Company. Except for the above mentioned position in the shareholder ofthe Company, Mr. Qiu Tiangao has no relationship with the other shareholdersholding more than 5% of the shares of the Company and their actual controllers, aswell as other Directors, Supervisors and senior executives of the Company. Mr. QiuTiangao has not been punished by China Securities Regulatory Commission or otherrelevant Departments or taken disciplinary action by the Stock Exchanges, and hasnot been investigated by judicial organs for suspected crimes or by China SecuritiesRegulatory Commission on suspicion of violations of laws and regulations. There isno the situation on which he is prohibited to serve as a Company Director asstipulated 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 onShenzhen Stock Exchange and the Articles of Association of the Company. After theinquiry of "National Court Information Disclosure and Inquiry Platform of PersonsSubject to Enforcement for Trust-breaking", Mr. Qiu Tiangao does not belong to theperson subject to enforcement for trust-breaking.
Mr. Shengpo Wu, born in 1966, holds a Bachelor’s Degree in Thermal Energy
Engineering from Tsinghua University in Beijing and Master’s Degrees in MechanicalEngineering and Information Management, respectively, from the University ofNebraska-Lincoln and the Keller Graduate School of Management of DeVryUniversity, and is a Group Vice President of Ford, President and Chief ExecutiveOfficer 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 GeneralManager for Honeywell Process Solutions in Greater China, President and CEO ofOsram’s Asia-Pacific Business, President, Asia Pacific, and a member of the GlobalExecutive Committee for Whirlpool Corporation, Managing Director and ChiefOperating Officer of Ford China.
As of the disclosure date of this announcement, Mr. Shengpo Wu did not hold anyshares of the Company. Except for the above mentioned position in the shareholder ofthe Company, Mr. Shengpo Wu has no relationship with the other shareholdersholding more than 5% of the shares of the Company and their actual controllers, aswell as other Directors, Supervisors and senior executives of the Company. Mr.Shengpo Wu has not been punished by China Securities Regulatory Commission orother relevant Departments or taken disciplinary action by the Stock Exchanges, andhas not been investigated by judicial organs for suspected crimes or by ChinaSecurities 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 asstipulated 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 onShenzhen Stock Exchange and the Articles of Association of the Company. After theinquiry of "National Court Information Disclosure and Inquiry Platform of PersonsSubject to Enforcement for Trust-breaking", Mr. Shengpo Wu does not belong to theperson subject to enforcement for trust-breaking.
Mr. Ryan Anderson, born in 1973, holds a Bachelor’s Degree in Economics fromUniversity of Chicago and a Master’s Degree in Business Administration fromUniversity 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 FordShuttle Trading (Shanghai) Co., Ltd., and Chairman of Ford Electric MachTechnology (Nanjing) Co., Ltd. Mr. Ryan Anderson has held various positionsincluding Treasurer of Ford Europe, Product Development Controller, Marketing &Sales Controller of Ford Asia Pacific, Director of Corporate Financial Planning andAnalysis for Ford Motor Company.
As of the disclosure date of this announcement, Mr. Ryan Anderson did not hold anyshares of the Company. Except for the above mentioned position in the shareholder ofthe Company, Mr. Ryan Anderson has no relationship with the other shareholdersholding more than 5% of the shares of the Company and their actual controllers, aswell as other Directors, Supervisors and senior executives of the Company. Mr. RyanAnderson has not been punished by China Securities Regulatory Commission or otherrelevant Departments or taken disciplinary action by the Stock Exchanges, and hasnot been investigated by judicial organs for suspected crimes or by China SecuritiesRegulatory Commission on suspicion of violations of laws and regulations. There isno 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.Ryan Anderson meets the qualifications required in the laws, administrativeregulations, departmental rules, normative documents, Rules Governing Listing ofStock on Shenzhen Stock Exchange and the Articles of Association of the Company.After the inquiry of "National Court Information Disclosure and Inquiry Platform ofPersons Subject to Enforcement for Trust-breaking", Mr. Ryan Anderson does notbelong to the person subject to enforcement for trust-breaking.
Ms. Xiong Chunying, born in 1964, senior engineer, holds a Bachelor’s Degree inAutomobile Engineering from Jiangsu Engineering College, a Master’s Degree inIndustrial Economics from Jiangxi University of Finance and Economics and anEMBA Degree from China Europe International Business School, and is Director andPresident of JMC. Ms. Xiong Chunying held various positions including Chief ofQuality 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 1,200shares of the Company. Ms. Xiong Chunying has no relationship with the othershareholders holding more than 5% of the shares of the Company and their actualcontrollers, as well as other Directors, Supervisors and senior executives of theCompany. Ms. Xiong Chunying has not been punished by China SecuritiesRegulatory Commission or other relevant Departments or taken disciplinary action bythe Stock Exchanges, and has not been investigated by judicial organs for suspectedcrimes or by China Securities Regulatory Commission on suspicion of violations oflaws and regulations. There is no the situation on which she is prohibited to serve as aCompany Director as stipulated in the Company Law and the Articles of Associationof the Company. Ms. Xiong Chunying meets the qualifications required in the laws,administrative regulations, departmental rules, normative documents, RulesGoverning Listing of Stock on Shenzhen Stock Exchange and the Articles ofAssociation of the Company. After the inquiry of "National Court InformationDisclosure and Inquiry Platform of Persons Subject to Enforcement forTrust-breaking", Ms. Xiong Chunying does not belong to the person subject toenforcement for trust-breaking.
Mr. Jin Wenhui, born in 1967, holds a Bachelor’s Degree in MechanicalManufacturing, a Master’s Degree in Mechanical Engineering from HuazhongUniversity of Science and Technology and an EMBA Degree in China EuropeInternational Business School, and is a Director of Jiangling Motor Group Co., Ltd.,Director & First Executive Vice President of JMC. Mr. Jin Wenhui held variouspositions 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 anyshares of the Company. Except for the above mentioned position in the shareholder ofthe Company, Mr. Jin Wenhui has no relationship with the other shareholders holdingmore than 5% of the shares of the Company and their actual controllers, as well asother Directors, Supervisors and senior executives of the Company. Mr. Jin Wenhuihas not been punished by China Securities Regulatory Commission or other relevant
Departments or taken disciplinary action by the Stock Exchanges, and has not beeninvestigated by judicial organs for suspected crimes or by China Securities RegulatoryCommission on suspicion of violations of laws and regulations. There is no thesituation on which he is prohibited to serve as a Company Director as stipulated in theCompany Law and the Articles of Association of the Company. Mr. Jin Wenhui meetsthe qualifications required in the laws, administrative regulations, departmental rules,normative documents, Rules Governing Listing of Stock on Shenzhen StockExchange and the Articles of Association of the Company. After the inquiry of"National Court Information Disclosure and Inquiry Platform of Persons Subject toEnforcement for Trust-breaking", Mr. Jin Wenhui does not belong to the personsubject to enforcement for trust-breaking.
Mr. Yuan Mingxue, born in 1968, holds a Bachelor’s Degree in Auto Engineeringfrom Beijing Institute of Technology and an EMBA from China Europe InternationalBusiness School, and is Deputy Secretary of the Party Committee, Chairman of theLabor Union for Chongqing Chang’an Automobile Company Limited (“ChanganAuto”), and a Director of JMC. Mr. Yuan Mingxue has held various positionsincluding Assistant to the President of Changan Auto and Executive Vice President ofJiangling Holdings Limited Company, Assistant to the President and Director ofStrategy Planning Department for Changan Auto, Assistant to the President andDirector 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 anyshares of the Company. Except for the above mentioned position in the shareholder ofthe Company, Mr. Yuan Mingxue has no relationship with the other shareholdersholding more than 5% of the shares of the Company and their actual controllers, aswell as other Directors, Supervisors and senior executives of the Company. Mr. YuanMingxue has not been punished by China Securities Regulatory Commission or otherrelevant Departments or taken disciplinary action by the Stock Exchanges, and hasnot been investigated by judicial organs for suspected crimes or by China SecuritiesRegulatory Commission on suspicion of violations of laws and regulations. There isno the situation on which he is prohibited to serve as a Company Director asstipulated in the Company Law and the Articles of Association of the Company. Mr.Yuan Mingxue meets the qualifications required in the laws, administrativeregulations, departmental rules, normative documents, Rules Governing Listing ofStock on Shenzhen Stock Exchange and the Articles of Association of the Company.After the inquiry of "National Court Information Disclosure and Inquiry Platform ofPersons Subject to Enforcement for Trust-breaking", Mr. Yuan Mingxue does notbelong to the person subject to enforcement for trust-breaking.
Mr. Yu Zhuoping, born in 1960, holds a Bachelor's Degree in Mechanical Engineeringand a Master's Degree in Mechanical Engineering from Tongji University and aDoctor's Degree in Automotive Engineering from Tsinghua University, and is Directorof Collaborative Innovation Center for Intelligent Energy Vehicles of TongjiUniversity, Chairman of Tongji Automobile Design and Research Institute Co., Ltd., aDirector of Beijing National Hydrogen Zhonglian Hydrogen Energy TechnologyResearch Institute Co., Ltd., Chairman and General Manager of Shanghai IntelligentNew Energy Vehicle Science and Technology Innovation Function Platform Co., Ltd.,an Independent Director of Shanghai Haili (Group) Co., Ltd., an Independent Director
of Huayu Automotive Systems Co., Ltd., an Independent Director of Weichai PowerCo., Ltd., an Independent Director of Ningbo Shenglong Automotive PowertrainSystem Co., Ltd., an Independent Director of JMC, and a Counsellor of ShanghaiMunicipal People's Government, Vice President of China Society of AutomotiveEngineers,. Mr. Yu Zhuoping held various positions including Director of School ofMechanical Engineering, Executive Deputy Director of New Energy VehicleEngineering Center, Executive Vice Dean, Dean of School of Automotive Studies forTongji University, and Assistant to the President of Tongji University.
As of the disclosure date of this announcement, Mr. Yu Zhuoping did not hold anyshares of the Company. Mr. Yu Zhuoping has no relationship with the shareholdersholding more than 5% of the shares of the Company and their actual controllers, aswell as other Directors, Supervisors and senior executives of the Company. Mr. YuZhuoping has not been punished by China Securities Regulatory Commission or otherrelevant Departments or taken disciplinary action by the Stock Exchanges, and hasnot been investigated by judicial organs for suspected crimes or by China SecuritiesRegulatory Commission on suspicion of violations of laws and regulations. There isno the situation on which he is prohibited to serve as a Company Director asstipulated 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 onShenzhen Stock Exchange and the Articles of Association of the Company. After theinquiry of "National Court Information Disclosure and Inquiry Platform of PersonsSubject to Enforcement for Trust-breaking", Mr. Yu Zhuoping does not belong to theperson subject to enforcement for trust-breaking.
Mr. Chen Jiangfeng, born in 1979, holds a Bachelor’s Degree and Master’s Degree inLaw from International Law Department, China Foreign Affairs University, and isSenior Deputy General Counsel & Executive Director of Gilead (Shanghai)Pharmaceutical Technology Co., Ltd and an Independent Director of JMC. Mr. ChenJiangfeng 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/ChanganFord Mazda Engine Company, Ltd., Senior Legal Counsel & Compliance Officer ofFord Asia Pacific & Africa, Senior Legal Counsel of BMW China AutomotiveTrading Ltd., and Member of China Country Council, Head of legal, Director, MerckHealthcare China.
As of the disclosure date of this announcement, Mr. Chen Jiangfeng did not hold anyshares of the Company. Mr. Chen Jiangfeng has no relationship with the shareholdersholding more than 5% of the shares of the Company and their actual controllers, aswell as other Directors, Supervisors and senior executives of the Company. Mr. ChenJiangfeng has not been punished by China Securities Regulatory Commission or otherrelevant Departments or taken disciplinary action by the Stock Exchanges, and hasnot been investigated by judicial organs for suspected crimes or by China SecuritiesRegulatory Commission on suspicion of violations of laws and regulations. There isno the situation on which he is prohibited to serve as a Company Director asstipulated in the Company Law and the Articles of Association of the Company. Mr.Chen Jiangfeng meets the qualifications required in the laws, administrativeregulations, 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 ofPersons Subject to Enforcement for Trust-breaking", Mr. Chen Jiangfeng does notbelong to the person subject to enforcement for trust-breaking.
Ms. Wang Yue, born in 1978, holds a Bachelor’s Degree in Accountancy from HenanUniversity, a Master’s Degree in Accountancy from Zhongnan University ofEconomics and Law, and a Doctor’s Degree in Accountancy from ShanghaiUniversity of Financial and Economics, and is an Associate Professor of School ofAccountancy, Shanghai University of Financial and Economics, an IndependentDirector of Shanghai Xinhua Media Co., Ltd., an Independent Director of JiangsuHongde Special Components Co., Ltd., an Independent Director of GuangdongYangshan 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 Universityand China Europe International School, and during 2012~2013, served as VisitingScholar at Zimmerman Center for University of Illinois at Urbana-Champaign, andhad served as an Independent Director of Zhuhai Letong Chemical Co., Ltd., anIndependent Director of Dasheng Microgrid Technology Co., Ltd. and an IndependentDirector of Shanghai Meishe International Freight Co., Ltd.
As of the disclosure date of this announcement, Ms. Wang Yue did not hold any sharesof the Company. Ms. Wang Yue has no relationship with the shareholders holdingmore than 5% of the shares of the Company and their actual controllers, as well asother Directors, Supervisors and senior executives of the Company. Ms. Wang Yuehas not been punished by China Securities Regulatory Commission or other relevantDepartments or taken disciplinary action by the Stock Exchanges, and has not beeninvestigated by judicial organs for suspected crimes or by China Securities RegulatoryCommission on suspicion of violations of laws and regulations. There is no thesituation on which she is prohibited to serve as a Company Director as stipulated inthe Company Law and the Articles of Association of the Company. Ms. Wang Yuemeets the qualifications required in the laws, administrative regulations, departmentalrules, normative documents, Rules Governing Listing of Stock on Shenzhen StockExchange and the Articles of Association of the Company. After the inquiry of"National Court Information Disclosure and Inquiry Platform of Persons Subject toEnforcement for Trust-breaking", Ms. Wang Yue does not belong to the person subjectto enforcement for trust-breaking.
The statements of the nominators and the statements of the candidates for IndependentDirector 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 JMCwas published on May 26, 2023 in China Securities, Securities Times, Hong KongCommercial Daily and the website www.cninfo.com.cn.
V. Opinions from Independent DirectorsIndependent Directors, Mr. Yu Zhuoping, Mr. Chen Jiangfeng and Ms. Wang Yue,expressed their opinions on the Shareholder Return Plan in the next three years andthe 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 theCompany’s long-term and sustainable development, build up a scientific,sustainable and stable shareholder return plan and related mechanism, which willbenefit legal interest protection for investors, and complied with the requirementsof the laws and regulations and does not hurt the interests of the Company andminority 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 theDirector candidates complied with the relevant qualification requirementsstipulated in the laws, regulations and the Articles of Association of JMC andagreed the nominations; and
4. The procedure of the nominations of Director candidates complied with therelevant requirements of the Articles of Association of JMC.
The announcement hereby is published.
Board of DirectorsJiangling Motors Corporation, Ltd.May 26, 2023