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Jiangling Motors Corporation, Ltd.Public Announcement on Forecast ofthe Routine Related Party Transactions in 2024

Jiangling 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. Brief IntroductionThe Board of Directors of Jiangling Motors Corporation, Ltd. (hereinafter referred toas "JMC" or the "Company") approved the 2024 routine related party transactionforecast proposal on December 8, 2023.

The routine related party transaction forecast proposal covered all the related partieswith JMC, where total annual transaction with each of them is projected to be overRMB 46 million. These related parties were clarified as Type A and Type B. Type Ameans the related parties with JMC, where total annual transactions with each of themis projected to be over RMB 460 million, and Type B means the related parties withJMC, where total annual transactions with each of them is projected to be betweenRMB 46 million and RMB 460 million.

This proposal relates to related party transactions and has been reviewed at a specialmeeting of the Company's Independent Directors before being submitted to the Boardof Directors for consideration.

The Board of Directors approved the 2024 forecast proposal for type A routine relatedparty transactions and authorized the Execute Committee to finalize detailed contractswith the individual related parties and to submit them to the Shareholders¡¯ Meetingfor approval. When voting on the proposals at the shareholders¡¯ meeting, Ford MotorCompany (¡°Ford¡±) will withdraw from the voting on the related party transactionsassociated with Ford and its affiliates; Nanchang Jiangling Investment Co., Ltd.(¡°JIC¡±) will withdraw from the voting on the related party transactions associatedwith Nanchang Jiangling Investment Co., Ltd. and its affiliates, associated withJiangling Motors Group Co., Ltd. (¡°JMCG¡±) and its affiliates, and associated withChangan Automobile Co., Ltd. and its affiliates.

The Board of Directors approved the 2024 forecast proposal for type B routine relatedparty transactions and authorized the Execute Committee to sign detailed contractswith the individual related parties.

Share¡¯s code£º000550Share¡¯s Name£ºJiangling MotorsNo.£º2023-041
200550Jiangling B

Nine directors shall attend this meeting and nine were present.

When voting on the proposal, Director Shengpo Wu, Director Ryan Anderson andDirector Xiong Chunying withdrew from the voting on the related party transactionsassociated with Ford and its affiliates; Director Qiu Tiangao and Director Jin Wenhuiwithdrew from the voting on the related party transactions associated with JMCG andits affiliates; Director Qiu Tiangao, Director Jin Wenhui and Director Yuan Mingxuewithdrew from the voting on the related party transactions associated with NanchangJiangling Investment Co., Ltd. and its affiliates; all the other Directors agreed with theproposal.

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 annualtransactions with each of them is projected to be over RMB 460 million, are listedas follows:

RMB million

Related PartyCategoryContent2024 Forecast Transaction Amount2023 Actual Transaction Amount from January to October
JMCG Finance CompanyDeposit interest and accumulation settlement amountDeposit interest3013
Guarantees12
Payment settlement Deposits20,76911,614
Subtotal20,80011,629
Jiangxi Jiangling Motors Imp. & Exp. Co., Ltd. and its subsidiariesPurchasePurchase of goods and service4811
SalesSales of goods and service13,7527,644
Subtotal13,8007,655
JMCG and its subsidiariesPurchasePurchase of goods and service5,8002,725
SalesSales of goods and service1,700508
Subtotal7,5003,234
Ford and its subsidiariesPurchasePurchase of goods and service3,000590
SalesSales of goods and service90085
Subtotal3,900675
Magna PTPurchasePurchase of goods1,4991,027

Powertrain(Jiangxi) Co., Ltd.

Powertrain (Jiangxi) Co., Ltd.and service
SalesSales of goods and service11
Subtotal1,5001,028
Nanchang Jiangling Huaxiang Auto Components Co., Ltd.PurchasePurchase of goods and service1,390964
SalesSales of goods and service102
Subtotal1,400966
Nanchang Baojiang Steel Processing Distribution Co., Ltd.PurchasePurchase of goods and service1,099594
SalesSales of goods and service10
Subtotal1,100594
China South Industries Group Co., Ltd. and SubsidiariesPurchasePurchase of goods and service3012
SalesSales of goods and service920252
Subtotal950264
Jiangxi Jiangling Lear Interior System Co., Ltd.PurchasePurchase of goods and service870605
SalesSales of goods and service3017
Subtotal900622
Faurecia Emissions Control Technologies (Nanchang) Co., Ltd.PurchasePurchase of goods and service550286
Subtotal550286

ii. Type B, which means the related parties with JMC, where total annual transactionswith each of them is projected to be between RMB 46 million and RMB 460 million,are listed as follows:

RMB million

Related PartyCategoryContent2024 Forecast Transaction Amount2023 Actual Transaction Amount from January to October
Nanchang Unistar Electric & Electronics Co., Ltd.PurchasePurchase of goods and service400227
Subtotal400227

Changan FordAutomobile Co., Ltd.

Changan Ford Automobile Co., Ltd.PurchasePurchase of goods and service33029
Subtotal33029
Hanon Systems (Nanchang) Co., Ltd.PurchasePurchase of goods and service215127
Subtotal215127
Nanchang JMCG SMR Huaxiang Mirror Co., Ltd.PurchasePurchase of goods and service15091
SalesSales of goods and service3014
Subtotal180105
Nanchang Yinlun Heat-exchanger Co., Ltd.PurchasePurchase of goods and service18095
Subtotal18095
Jiangxi ISUZU Engine Co., Ltd.PurchasePurchase of goods and service206
SalesSales of goods and service4526
Subtotal6532

2. Main Content and amounts of routine related party transactions in 2023

RMB million

Related PartyCategoryContent2023 Actual Transaction Amount from January to October2023 Forecast Transaction AmountActual Transaction Amount from January to October as % of Similar BusinessDifferences Between Actual Transaction Amount from January to October and Forecast Transaction Amount (%)
JMCG Finance CompanyDeposit interest and accumulation settlement amountDeposit interest13366.41%-63.89%
Guarantees22100.00%0.00%
Payment settlement Deposits11,61420,12329.17%-42.28%
Jiangxi Jiangling Motors Imp. & Exp. Co., Ltd. and its subsidiariesPurchasePurchase of goods and service11360.06%-69.44%
SalesSales of goods and service7,6448,13329.14%-6.01%

JMCG and itssubsidiaries

JMCG and its subsidiariesPurchasePurchase of goods and service2,7254,77813.95%-42.97%
SalesSales of goods and service5086801.94%-25.29%
Ford and its subsidiariesPurchasePurchase of goods and service5901,4323.02%-58.80%
SalesSales of goods and service851090.32%-22.02%
Magna PT Powertrain (Jiangxi) Co., Ltd.PurchasePurchase of goods and service1,0271,1535.26%-10.93%
SalesSales of goods and service110.00%0.00%
Nanchang Jiangling Huaxiang Auto Components Co., Ltd.PurchasePurchase of goods and service9641,1814.93%-18.37%
SalesSales of goods and service240.01%-50.00%
Nanchang Baojiang Steel Processing Distribution Co., Ltd.PurchasePurchase of goods and service5941,1563.04%-48.62%
China South Industries Group Co., Ltd. and its subsidiariesPurchasePurchase of goods and service000.00%0.00%
SalesSales of goods and service12140.06%-14.29%
Jiangxi Jiangling Lear Interior System Co., Ltd.PurchasePurchase of goods and service2525560.96%-54.68%
SalesSales of goods and service6058033.10%-24.66%
Faurecia Emissions Control Technologies (Nanchang) Co., Ltd.PurchasePurchase of goods and service17150.06%13.33%
Nanchang Unistar Electric & Electronics Co., Ltd.PurchasePurchase of goods and service2866181.46%-53.72%
Changan Ford Automobile Co., Ltd.PurchasePurchase of goods and service1272000.65%-36.50%
Hanon Systems (Nanchang) Co., Ltd.PurchasePurchase of goods and service2274301.16%-47.21%
Nanchang JMCG SMR Huaxiang Mirror Co., Ltd.PurchasePurchase of goods and service29710.15%-59.15%
SalesSales of goods and service911330.47%-31.58%
Nanchang Yinlun Heat-exchanger Co., Ltd.PurchasePurchase of goods and service14140.05%0.00%

Jiangxi ISUZUEngine Co., Ltd.

Jiangxi ISUZU Engine Co., Ltd.PurchasePurchase of goods and service951380.49%-31.16%
SalesSales of goods and service6250.03%-76.00%
Explanation by the Board of Directors of the Company on the difference between the actual amount and the forecast amount of the routine related party transactionsThe Company carried out the forecast on the upper limit of the transaction limit and submitted it to the shareholders¡¯ meeting for review and approval when the amount of the routine related party transactions in 2023 was expected to be. The final actual amount of the part of the related party transactions is 20% less than the projected amount, which is due to 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.
Explanation by Independent Directors of the Company on the difference between the actual amount and the forecast amount of the routine related party transactionsIn our opinion, 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.

Disclosure date and index of the Forecast Proposal of Routine Related Party Transactions In2023: the No. 2022-044 announcement, published on the website www.cninfo.com.cn onDecember 13, 2022.

III. Brief Summary of Related Parties

NameLegal RepresentativeRegistered CapitalMain Business ScopeRegistered AddressRelationship
JMCG Finance CompanyLing XingguoRMB 800 millionPrimarily providing financial services to JMCG and its affiliates, including credit, account clearing and deposit, etc.Nanchang CitySubsidiary of JMCG
Jiangxi Jiangling Motors Imp. & Exp. Co., Ltd.Sun XiaoquanRMB 33.61 millionImport and export business of all kinds of goods and technology; logistics and packing, etc.Nanchang CitySubsidiary of JMCG
JMCGQiu TiangaoRMB 1,500 millionManufacturing of vehicle, engine, chassis, modified vehicle, automotive components, vehicle quality test, sales of in-house produced commodity and providing relevant after sale services.Nanchang CityActual Controller of JIC
Ford Motor CompanyWilliam Clay Ford Jr.USD $420 millionVehicle manufacturing and sales and other businessDetroit, U.S.AControlling shareholder of the Company (hold 32% equity)

Magna PTPowertrain (Jiangxi)Co., Ltd.

Magna PT Powertrain (Jiangxi) Co., Ltd.Yi WangEuro €131.27 millionManufacture and sell transmissions and related componentsNanchang CityAssociate of JMCG
Nanchang Jiangling Huaxiang Auto Components Co., Ltd.Du YongchunRMB 40 millionManufacturing and sales of automotive components.Nanchang CitySubsidiary of JMCG
Nanchang Baojiang Steel Processing Distribution Co., LtdZhou ZhongxiRMB 147.40 millionProcessing, selling, distribution and storage of steel.Nanchang CityAssociate of JMCG
China South Industries Group Co., Ltd.Xu XianpingRMB 35,300 millionInvestment, operation and management of state-owned assetsBeijing CityActual controller of JIC
Jiangxi Jiangling Lear Interior System Co., Ltd.Chang HongshunUSD $10.215 millionDesign, production, sales for all kinds of cars, modified cars, transformer car full sets of seats, sponge businessNanchang CitySubsidiary of JMCG
Nanchang Faurecia Emissions Control Technologies Co., Ltd.Huang PinhuiUSD $8 millionDevelopment, production and sales of automobile exhausting system.Nanchang CityAssociate of JMCG
Nanchang Unistar Electric & Electronics Co., Ltd.Pan XiaolinRMB 50 millionAuto wiring, development, manufacturing, sales and after-sales service of electronic parts.Nanchang CitySubsidiary of JMCG
Changan Ford Automobile Co., Ltd.Zhu HuarongUSD $241 millionDevelopment, production and sales of automobiles and parts; provide after-sales services, training services, warehousing services and other services.Chongqing CityJoint venture of Changan Automobile Co., Ltd. and Ford Motor Company
Hanon Systems (Nanchang) Co., Ltd.Xiao ChangchunUSD $5.6 millionManufacturing of climate control systems (excluding compressors), refrigerant lines, brake lines and fuel tubes used for automobile.Nanchang CityAssociate of JMC
Nanchang JMCG SMR Huaxiang Mirror Co., Ltd.He JiukunRMB 50 millionAutomotive mirrors and other automotive parts products (except engines) development, manufacturing, wholesale, retail and service.Nanchang CityAssociate of JMCG
Nanchang Yinlun Heat-exchanger Co., Ltd.Xu XiaominRMB 40 millionDevelopment, production and sales of automobile heat exchange system.Nanchang CityJoint venture of JMCG
Jiangxi ISUZU Engine Co., Ltd.Haru NakamuraRMB 950 millionDesign, assemble and sell engines, gearboxes and their spare parts; Selling lubricating oil; Import related technology, equipment and spare partsNanchang CitySubsidiary of JMCG

Financial information of the related parties in 2022 was shown as follows:

RMB million

No.NameTotal AssetsNet AssetsRevenueProfit after tax
1JMCG Finance Company10,8371,46225367
2Jiangxi Jiangling Motors Imp. & Exp. Co., Ltd.1,9392827,22548
3JMCG17,8776,2361,447-225
4FordUSD $255,900 millionUSD $43,200 millionUSD $158,100 million-USD $2,200 million
5Magna PT Powertrain (Jiangxi) Co., Ltd.5,2752,9775,057593
6Jiangxi Huaxiang Auto Components Co., Ltd.7193121,07029
7Nanchang Baojiang Steel Processing Distribution Co., Ltd.5882162,29132
8China South Industries Group Co., Ltd.411,298152,306292,13611,679
9Jiangxi Jiangling Lear Interior System Co., Ltd.44615663426
10Nanchang Faurecia Emissions Control Technologies Co., Ltd.4429722920
11Nanchang Unistar Electric & Electronics Co., Ltd.363715511
12Changan Ford Automobile Co., Ltd.36,0181,53051,067-2,449
13Hanon Systems (Nanchang) Co., Ltd.3401983104
14Nanchang JMCG SMR Huaxiang Mirror Co., Ltd.1538812914
15Nanchang Yinlun Heat-exchanger Co., Ltd.140541643
16Jiangxi ISUZU Engine Co., Ltd.2,8751,0374,081-45

After inquiry, all the above mentioned related legal persons are not the persons to beexecuted for dishonesty.

Performance capability analysis: the above-mentioned related parties can strictlyabide by the contract agreements in their business dealings with the Company.Combined with the main financial indicators and business conditions of the relatedparties, the related parties are fully capable of performing their transactions with theCompany.

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 priceof 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 productsor services, prices are determined through the process of supplier quotes, costingassessment and negotiation.

2. Signing of Related Party Transaction Contracts

According to the actual progress of production and operation, the Company will signspecific contracts in time on an equal basis with the related parties.

V. Purpose of Related Party Transactions and Impact on JMCAll the above-mentioned related party transactions are regular and recurringtransactions between JMC and the related parties, and they are necessary for JMC tomaintain its daily operation. The goods purchased from the related parties are mainlyunique 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 therequirements of relevant laws and regulations, which do not damage the interests ofthe Company and minority shareholders.

VI. Opinions at the Special Meeting of Independent DirectorsBefore the Company's 2024 routine related party transaction forecast proposal issubmitted to the Board of Directors for consideration, it has been reviewed at the2023 first special meeting of Independent Directors of the Eleventh Board ofDirectors of the Company and approved by all the Independent Directors. TheIndependent Directors of the Company issued the following review opinions on theCompany's 2024 routine related party transaction forecast proposal:

1. The amount of the Company's 2024 routine related party transactions is forecastedto be based on the normal business needs, conform to the Company¡¯s actualmanagement needs, and the related party transactions follow the principle of objective,just and fair trading, without damaging the legitimate interests of the Company andshareholders, especially the legitimate interests of minority shareholders, in line withthe relevant regulations of China Securities Regulatory Commission and ShenzhenStock Exchange.

2. Where the actual amount of routine related party transactions of the Companyoccurring in 2023 is more than 20% below the forecast amount, it is due to the factthat the Company and related parties did not trigger or reduce the sales of goods andpurchase of goods according to the actual needs of the Company. It is a normalbusiness behavior, in line with the objective situation, and without harming theinterests of the Company and minority shareholders.Therefore, all the Independent Directors agree to the proposal, and agree to submit

this proposal to the Board of Directors of the Company for consideration, and therelated 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's2024 routine related party transaction forecast proposal

Board of DirectorsJiangling Motors Corporation, Ltd.December 12, 2023


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