| Share’s name: | Jiangling Motors | Share’s code: | 000550 | No.: | 2023-020 |
| Jiangling B | 200550 |
Jiangling Motors Corporation, Ltd.Public Announcement on the Resolutions of2022 Annual Shareholders’ Meeting
The Company, the Board of Directors and its members undertake that theinformation disclosed herein is truthful, accurate and complete and does notcontain any false statement, misrepresentation or major omission.
I. Important NoteNone 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 ofAssociation of JMC.
III. Attending Status of the Meeting
1. Attending Status of Shareholders
| Type | Presence in Person | Online voting | Total | ||||||
| Persons | Representing shares | Representing shares as % of the total share capital | Persons | Representing shares | Representing shares as % of the total share capital | Persons | Representing shares | Representing shares as % of the total 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 shareholders | 2 | 13,620,881 | 1.5779% | 11 | 6,879,510 | 0.7970% | 13 | 20,500,391 | 2.3749% |
2. Attending Status of Other Persons
i. Some Directors, Supervisors and Senior Executives of the Company;ii. The witness lawyers engaged by the Company.
IV. Proposal Review and Voting
1. 2022 Work Report of the Board of Directors of JMC
| Type | Favor | Against | Abstention | |||
| 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 shareholders | 20,452,791 | 99.7678% | 15,800 | 0.0771% | 31,800 | 0.1551% |
Voting result: the proposal was approved.
2. 2022 Work Report of the Supervisory Board of JMC
| Type | Favor | Against | Abstention | |||
| 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 shareholders | 20,452,791 | 99.7678% | 15,800 | 0.0771% | 31,800 | 0.1551% |
Voting result: the proposal was approved.
3. 2022 Annual Report of JMC and the Extracts from such Annual Report
| Type | Favor | Against | Abstention | |||
| 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 shareholders | 20,452,791 | 99.7678% | 15,800 | 0.0771% | 31,800 | 0.1551% |
Voting result: the proposal was approved.
4. 2022 Financial Statements of JMC
| Type | Favor | Against | Abstention | |||
| 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% |
minorityshareholders
minorityshareholders
Voting result: the proposal was approved.
5. Proposal on JMC Profit Distribution for Year 2022
| Type | Favor | Against | Abstention | |||
| 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 shareholders | 20,484,591 | 99.9229% | 15,800 | 0.0771% | 0 | 0.0000% |
Voting result: the proposal was approved.
6. Proposal on the Y2023 Routine Related Party Transaction Framework with JMCGFinance CompanyRelationship: 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 sharesWhether withdraw from the voting: yes
| Type | Favor | Against | Abstention | |||
| 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 shareholders | 7,777,700 | 37.9393% | 12,722,691 | 62.0607% | 0 | 0.0000% |
Voting result: the proposal was approved.
7. Proposal on the Y2023 Routine Related Party Transaction Framework with JiangxiJiangling Motors Imp. & Exp. Co., Ltd. and its subsidiariesRelationship: an associate of JMCGRelated shareholder: Nanchang Jiangling Investment Co., Ltd.Shareholding of the related shareholder: 354,176,000 sharesWhether withdraw from the voting: yes
| Type | Favor | Against | Abstention | |||
| 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
| Total | 296,712,985 | 99.9947% | 15,800 | 0.0053% | 0 | 0.0000% |
| Including： minority shareholders | 20,484,591 | 99.9229% | 15,800 | 0.0771% | 0 | 0.0000% |
Voting result: the proposal was approved.
8. Proposal on the Y2023 Routine Related Party Transaction Framework withJiangling Motor Group Co., Ltd. and its subsidiariesRelationship: an actual Controller of Nanchang Jiangling Investment Co., Ltd.Related shareholder: Nanchang Jiangling Investment Co., Ltd.Shareholding of the related shareholder: 354,176,000 sharesWhether withdraw from the voting: yes
| Type | Favor | Against | Abstention | |||
| 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 shareholders | 20,484,591 | 99.9229% | 15,800 | 0.0771% | 0 | 0.0000% |
Voting result: the proposal was approved.
9. Proposal on the Y2023 Routine Related Party Transaction Framework with FordMotor Company and its subsidiariesRelationship: a shareholder of the Company (hold 32% equity)Related shareholder: Ford Motor CompanyShareholding of the related shareholder: 276,228,394 sharesWhether withdraw from the voting: yes
| Type | Favor | Against | Abstention | |||
| 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 shareholders | 20,484,591 | 99.9229% | 15,800 | 0.0771% | 0 | 0.0000% |
Voting result: the proposal was approved.
10. Proposal on the Y2023 Routine Related Party Transaction Framework withNanchang Jiangling HuaXiang Auto Components Co., Ltd.Relationship: a joint venture of JMCGRelated shareholder: Nanchang Jiangling Investment Co., Ltd.Shareholding of the related shareholder: 354,176,000 sharesWhether withdraw from the voting: yes
| Type | Favor | Against | Abstention | |||
| 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 shareholders | 20,484,591 | 99.9229% | 15,800 | 0.0771% | 0 | 0.0000% |
Voting result: the proposal was approved.
11. Proposal on the Y2023 Routine Related Party Transaction Framework withNanchang Baojiang Steel Processing Distribution Co., Ltd.Relationship: an associate of JMCGRelated shareholder: Nanchang Jiangling Investment Co., Ltd.Shareholding of the related shareholder: 354,176,000 sharesWhether withdraw from the voting: yes
| Type | Favor | Against | Abstention | |||
| 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 shareholders | 20,484,591 | 99.9229% | 15,800 | 0.0771% | 0 | 0.0000% |
Voting result: the proposal was approved.
12. Proposal on the Y2023 Routine Related Party Transaction Framework with MagnaPT Powertrain (Jiangxi) Co., Ltd.Relationship: an associate of JMCGRelated shareholder: Nanchang Jiangling Investment Co., Ltd.Shareholding of the related shareholder: 354,176,000 sharesWhether withdraw from the voting: yes
| Type | Favor | Against | Abstention | |||
| 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 shareholders | 20,484,591 | 99.9229% | 15,800 | 0.0771% | 0 | 0.0000% |
Voting result: the proposal was approved.
13. Proposal on the Y2023 Routine Related Party Transaction Framework withJiangxi Jiangling Lear Interior System Co., Ltd.Relationship: a joint venture of JMCGRelated shareholder: Nanchang Jiangling Investment Co., Ltd.Shareholding of the related shareholder: 354,176,000 sharesWhether withdraw from the voting: yes
| Type | Favor | Against | Abstention | |||
| 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 shareholders | 20,484,591 | 99.9229% | 15,800 | 0.0771% | 0 | 0.0000% |
Voting result: the proposal was approved.
14. Proposal on the Y2023 Routine Related Party Transaction Framework withJiangxi JMCG Specialty Vehicles Co., Ltd. and its subsidiariesRelationship: an associate of JMCGRelated shareholder: Nanchang Jiangling Investment Co., Ltd.Shareholding of the related shareholder: 354,176,000 sharesWhether withdraw from the voting: yes
| Type | Favor | Against | Abstention | |||
| 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 shareholders | 20,484,591 | 99.9229% | 15,800 | 0.0771% | 0 | 0.0000% |
Voting result: the proposal was approved.
15. Proposal on the Y2023 Routine Related Party Transaction Framework withNanchang Faurecia Emissions Control Technologies Co., Ltd.Relationship: an associate of JMCGRelated shareholder: Nanchang Jiangling Investment Co., Ltd.Shareholding of the related shareholder: 354,176,000 sharesWhether withdraw from the voting: yes
| Type | Favor | Against | Abstention | |||
| 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
| Total | 296,712,985 | 99.9947% | 15,800 | 0.0053% | 0 | 0.0000% |
| Including： minority shareholders | 20,484,591 | 99.9229% | 15,800 | 0.0771% | 0 | 0.0000% |
Voting result: the proposal was approved.
16. Proposal on the Y2023 Routine Related Party Transaction Framework with ChinaSouth Industries Group Corporation and its subsidiariesRelationship: an actual controller of Nanchang Jiangling Investment Co., Ltd.Related shareholder: Nanchang Jiangling Investment Co., Ltd.Shareholding of the related shareholder: 354,176,000 sharesWhether withdraw from the voting: yes
| Type | Favor | Against | Abstention | |||
| 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 shareholders | 20,484,591 | 99.9229% | 15,800 | 0.0771% | 0 | 0.0000% |
Voting result: the proposal was approved.
17. Proposal on the Y2023 Routine Related Party Transaction Framework withNanchang Unistar Electric & Electronics Co., Ltd.Relationship: an associate of JMCGRelated shareholder: Nanchang Jiangling Investment Co., Ltd.Shareholding of the related shareholder: 354,176,000 sharesWhether withdraw from the voting: yes
| Type | Favor | Against | Abstention | |||
| 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 shareholders | 20,484,591 | 99.9229% | 15,800 | 0.0771% | 0 | 0.0000% |
Voting result: the proposal was approved.
18. JMC Year 2023-2025 Shareholder Return Plan
| Type | Favor | Against | Abstention | |||
| Shares | Percentage（%） | Shares | Percentage（%） | Shares | Percentage（%） | |
| A share | 361,036,610 | 99.9956% | 15,800 | 0.0044% | 0 | 0.0000% |
B share
| 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 shareholders | 20,484,591 | 99.9229% | 15,800 | 0.0771% | 0 | 0.0000% |
Voting result: the proposal was approved.
19. Election of Directors for the Eleventh Board of Directors of JMC (ExcludingIndependent Directors)
19.01 Proposal on Electing Mr. Qiu Tiangao as a Director of the Eleventh Board ofDirectors of JMC
| Type | Favor | |
| Shares | Percentage (%) | |
| A share | 360,204,707 | 99.7652% |
| B share | 289,730,581 | 99.9580% |
| Total | 649,935,288 | 99.8511% |
| Including： minority shareholders | 19,530,894 | 95.2708% |
Voting result: the proposal was approved.
19.02 Proposal on Electing Mr. Shengpo Wu as a Director of the Eleventh Board ofDirectors of JMC
| Type | Favor | |
| Shares | Percentage (%) | |
| A share | 360,204,707 | 99.7652% |
| B share | 289,730,581 | 99.9580% |
| Total | 649,935,288 | 99.8511% |
| Including： minority shareholders | 19,530,894 | 95.2708% |
Voting result: the proposal was approved.
19.03 Proposal on Electing Mr. Ryan Anderson as a Director of the Eleventh Board ofDirectors of JMC
| Type | Favor | |
| Shares | Percentage (%) | |
| A share | 360,086,107 | 99.7324% |
| B share | 286,552,481 | 98.8615% |
| Total | 646,638,588 | 99.3446% |
| Including： minority shareholders | 16,234,194 | 79.1897% |
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 |
Shares
| Shares | Percentage (%) | |
| A share | 360,205,006 | 99.7653% |
| B share | 289,730,581 | 99.9580% |
| Total | 649,935,587 | 99.8511% |
| Including： minority shareholders | 19,531,193 | 95.2723% |
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
| Type | Favor | |
| Shares | Percentage (%) | |
| A share | 360,204,707 | 99.7652% |
| B share | 289,730,581 | 99.9580% |
| Total | 649,935,288 | 99.8511% |
| Including： minority shareholders | 19,530,894 | 95.2708% |
Voting result: the proposal was approved.
19.06 Proposal on Electing Mr. Yuan Mingxue as a Director of the Eleventh Board ofDirectors of JMC
| Type | Favor | |
| Shares | Percentage (%) | |
| A share | 360,086,107 | 99.7324% |
| B share | 286,552,481 | 98.8615% |
| Total | 646,638,588 | 99.3446% |
| Including： minority shareholders | 16,234,194 | 79.1897% |
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 theEleventh Board of Directors of JMC
| Type | Favor | |
| Shares | Percentage (%) | |
| A share | 360,124,907 | 99.7431% |
| B share | 286,552,478 | 98.8615% |
| Total | 646,677,385 | 99.3505% |
| Including： minority shareholders | 16,272,991 | 79.3789% |
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 |
Shares
| Shares | Percentage (%) | |
| A share | 360,243,507 | 99.7760% |
| B share | 289,730,578 | 99.9580% |
| Total | 649,974,085 | 99.8570% |
| Including： minority shareholders | 19,569,691 | 95.4601% |
Voting result: the proposal was approved.
20.03 Proposal on Electing Ms. Wang Yue as an Independent Director of the EleventhBoard of Directors of JMC
| Type | Favor | |
| Shares | Percentage (%) | |
| A share | 360,243,806 | 99.7760% |
| B share | 289,730,578 | 99.9580% |
| Total | 649,974,384 | 99.8571% |
| Including： minority shareholders | 19,569,990 | 95.4615% |
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
| Type | Favor | |
| Shares | Percentage (%) | |
| A share | 360,124,907 | 99.7431% |
| B share | 286,552,478 | 98.8615% |
| Total | 646,677,385 | 99.3505% |
| Including： minority shareholders | 16,272,991 | 79.3789% |
Voting result: the proposal was approved.
21.02 Proposal on Electing Mr. Zhang Yangyang as a Supervisor of the EleventhSupervisory Board of JMC
| Type | Favor | |
| Shares | Percentage (%) | |
| A share | 360,983,411 | 99.9809% |
| B share | 289,730,578 | 99.9580% |
| Total | 650,713,989 | 99.9707% |
| Including： minority shareholders | 20,309,595 | 99.0693% |
Voting result: the proposal was approved.
21.03 Proposal on Electing Mr. Zhang Jian as a Supervisor of the EleventhSupervisory Board of JMC
| Type | Favor |
Shares
| Shares | Percentage (%) | |
| A share | 360,124,907 | 99.7431% |
| B share | 286,552,478 | 98.8615% |
| Total | 646,677,385 | 99.3505% |
| Including： minority shareholders | 16,272,991 | 79.3789% |
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 thestipulations of the Laws, Regulations, and Normative Documents, such as theCompany Law, the Rules of Shareholders’ Meeting, the Rules for Implementationof Online Voting, and the Articles of Association of the Company; thequalifications of the persons attending the shareholders’ meeting, convenerqualification, and the voting procedure of the shareholders’ meeting are inaccordance with the Laws, Regulations, Normative Documents and the Articles ofAssociation 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 MotorsCorporation, Ltd.;
2. Legal Opinion issued by Jiangxi Hua Bang Law Firm on the 2022 Annual
Shareholders’ Meeting of Jiangling Motors Co., Ltd.
Board of DirectorsJiangling Motors Corporation, Ltd.June 17, 2023