Share’s code：
| Share’s code： | 000550 | Share’s Name： | Jiangling Motors | No.： | 2024-010 |
| 200550 | Jiangling B |
Jiangling Motors Corporation, Ltd.Public Announcement on Resolutions ofthe Fourth Session of the Eleventh Board of Directors
Jiangling Motors Corporation, Ltd. and its Board members undertake that theinformation disclosed herein is truthful, accurate and complete and does not containany false statement, misrepresentation or major omission.
I. Informing of the MeetingThe Board of Directors of Jiangling Motors Corporation, Ltd. (hereinafter referred to as‘JMC’ or the ‘Company’) sent out a written meeting notice to all the Directors, Supervisors,the members of the Executive Committee and relevant persons on March 15, 2024.
II. Time, Place & Form of Holding the MeetingThe Board meeting was held in the No.1 Meeting Room, 20th floor, JMC Building,Nanchang on May 26, 2024. The procedure of convening and holding the meeting compliedwith the stipulation of the relevant laws, administrative regulations, departmental rules,normative documents 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 on theirdiscussion:
1. The Board of Directors approved the proposal on retaining of PricewaterhouseCoopersZhong Tian LLP as external auditor and C-SOX auditor of the Company for the year 2025-2027 and agrees to submit this proposal to the Shareholders’ Meeting for approval.
There were 9 votes in favor of the proposal, 0 vote against, and 0 abstention.
The proposal has been reviewed and unanimously approved by the Audit Committee underthe Board of Directors of the Company before being submitted to the Board of Directors.
The proposal is subject to the approval of the Shareholders’ Meeting of the Company.
Please refer to the JMC Public Announcement on Retaining of External Auditor and C-SoxAuditor published on the website www.cninfo.com.cn at same day for details.
2. The Board of Directors approved JMC Independent Director Working System and JMCWork Rules of Special Meetings of Independent Directors.
There were 9 votes in favor of the proposal, 0 vote against, and 0 abstention.
The full text of JMC Independent Director Working System and JMC Work Rules of SpecialMeetings of Independent Directors were published on the website www.cninfo.com.cn.
3. Due to job changes, the Board of Directors decided that Mr. Jin Wenhui no longer servedas the Executive Vice President, the Member of the Executive Committee, and ExecutiveDirector of Jiangling Motor Sales Co., Ltd. Upon the nomination of the President of theCompany, the Board of Directors approved to appoint Ms. Zhong Junhua as the ExecutiveVice President, the Member of the Executive Committee, and Executive Director ofJiangling Motor Sales Co., Ltd. The aforesaid personnel changes shall become effective fromMarch 26, 2024.
NanChang Jiangling Investment Co., Ltd., a shareholder of the Company, nominated Ms.Zhong Junhua as the candidate for the Director on the Board of Directors of JMC, succeedingMr. Jin Wenhui, who will no longer serve as a Director on the Board of Directors of JMC.The Board of Directors agreed to submit the aforesaid Director nomination by NanchangJiangling Investment Co., Ltd. to the Shareholders’ Meeting of the Company for approval.
There were 9 votes in favor of the proposal, 0 vote against, and 0 abstention.
After the aforesaid changes, Mr. Jin Wenhui continues to serve as the Chairman of JianglingFord Motor Technology (Shanghai) Co., Ltd., a holding subsidiary of the Company, and theVice Chairman of Hanon System (Nanchang) Co., Ltd., a joint stock company of theCompany. As of the disclosure date of the announcement, Mr. Jin Wenhui did not hold anyJMC shares.
After the abovementioned changes of Directors of JMC, the total number of the Directorswho concurrently serve as senior executives of the Company or as employee representativesdo not exceed one-half of the total number of Directors of the Company.
The aforesaid Director nomination had been reviewed and unanimously approved at aspecial meeting of the Independent Directors of the Company before being submitted to theBoard of Directors.
Ms Zhong Junhua’s Resume:
Ms. Zhong Junhua, born in 1976, graduated in Financial Accounting from School ofManagement, Shijiazhuang Tiedao University, holds a Bachelor’s Degree in Economics anda MBA Degree, Certified Public Accountant, Senior Accountant, and currently serves as astanding member of the Party Committee and a Director of Jiangling Motors Group Co., Ltd.(“JMCG”), a Director of Nanchang Jiangling Investment Co., Ltd., and the Secretary of theParty Committee of JMC.
Ms. Zhong Junhua held various positions including the chief of Assets and FinanceDepartment for JMCG, Chairman of JMCG Finance Co., Ltd., General Manager, Chairmanof Nanchang Jiangling Dingsheng Investment Management Co., Ltd., Vice General Manager
of JMCG, Chairman of Jiangxi JMCG Specialty Vehicles Co., Ltd., and Chairman of JiangxiJiangling Group Special Vehicle Co., Ltd.
Ms. Zhong Junhua has been fully in charge of the financial management work of JianglingMotors Company (Group), having rich management experience in investment management,financial management, capital management, tax management, and subsidiary financialcontrol, especially in capital operation, merger and reorganization, fund investment andcentralized capital management.
Ms. Zhong Junhua also is a member of Accounting Professional Committee of JiangxiFinance Society; the second Leading Accounting Talent of Jiangxi Province, the first batchof experts of Jiangxi Budget Performance Management Expert database, Visiting Professorof Accounting School, Jiangxi University of Finance and Economics, and Master Supervisorof the Financial College, Jiangxi Normal University.
As of the disclosure date of this announcement, Ms Zhong Junhua did not hold any sharesof the Company. Except for the above mentioned position in the shareholder of the Company,Ms Zhong Junhua has no relationship with the other shareholders holding more than 5% ofthe shares of the Company and their actual controllers, as well as other Directors, Supervisorsand senior executives of the Company. Ms Zhong Junhua has not been punished by ChinaSecurities Regulatory Commission or other relevant Departments or taken disciplinaryaction by the Stock Exchanges, and has not been investigated by judicial organs forsuspected crimes or by China Securities Regulatory Commission on suspicion of violationsof laws and regulations. There are no the situations on which she is prohibited to serve as aDirector and senior executive of the Company as stipulated in the Company Law and theArticles of Association of the Company. Ms Zhong Junhua meets the qualifications requiredin the laws, administrative regulations, departmental rules, normative documents, RulesGoverning Listing of Stock on Shenzhen Stock Exchange and the Articles of Association ofthe Company. After the inquiry of "National Court Information Disclosure and InquiryPlatform of Persons Subject to Enforcement for Trust-breaking", Ms Zhong Junhua does notbelong to the person subject to enforcement for trust-breaking.
4. The Board of Directors approved the Notice on Holding 2024 Second SpecialShareholders’ 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 2024 Second Special Shareholders’ Meeting of JMCwas published on March 27, 2024 in China Securities, Securities Times, Hong KongCommercial Daily and on the website www.cninfo.com.cn.
5. Review Opinions at the Special Meeting of Independent Directors
Independent Directors, Mr. Yu Zhuoping, Mr. Chen Jiangfeng and Ms. Wang Yue, expressedtheir opinions on the Director nomination proposal as follows:
1. We have been informed of the meeting agenda prior to holding of the Fourth Session of
the Eleventh Board of Directors of the Company;
2. After review of Ms. Zhong Junhua’s resume, we believed that Ms. Zhong Junhua
complied with the relevant required qualifications as a Director stipulated in the laws,regulations and the Articles of Association of the Company, and we agreed thenomination.
Therefore, all the Independent Directors agree to the proposal, and agree to submit thisproposal to the Board of Directors of the Company for review.
It is hereby announced.
Board of DirectorsJiangling Motors Co., LtdMarch 27, 2024