江铃B:关于2024年日常关联交易的预计公告(英文版)
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: | 000550 | Share’s Name: | Jiangling Motors | No.: | 2023-041 |
200550 | Jiangling 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 Party | Category | Content | 2024 Forecast Transaction Amount | 2023 Actual Transaction Amount from January to October |
JMCG Finance Company | Deposit interest and accumulation settlement amount | Deposit interest | 30 | 13 |
Guarantees | 1 | 2 | ||
Payment settlement Deposits | 20,769 | 11,614 | ||
Subtotal | 20,800 | 11,629 | ||
Jiangxi Jiangling Motors Imp. & Exp. Co., Ltd. and its subsidiaries | Purchase | Purchase of goods and service | 48 | 11 |
Sales | Sales of goods and service | 13,752 | 7,644 | |
Subtotal | 13,800 | 7,655 | ||
JMCG and its subsidiaries | Purchase | Purchase of goods and service | 5,800 | 2,725 |
Sales | Sales of goods and service | 1,700 | 508 | |
Subtotal | 7,500 | 3,234 | ||
Ford and its subsidiaries | Purchase | Purchase of goods and service | 3,000 | 590 |
Sales | Sales of goods and service | 900 | 85 | |
Subtotal | 3,900 | 675 | ||
Magna PT | Purchase | Purchase of goods | 1,499 | 1,027 |
Powertrain(Jiangxi) Co., Ltd.
Powertrain (Jiangxi) Co., Ltd. | and service | |||
Sales | Sales of goods and service | 1 | 1 | |
Subtotal | 1,500 | 1,028 | ||
Nanchang Jiangling Huaxiang Auto Components Co., Ltd. | Purchase | Purchase of goods and service | 1,390 | 964 |
Sales | Sales of goods and service | 10 | 2 | |
Subtotal | 1,400 | 966 | ||
Nanchang Baojiang Steel Processing Distribution Co., Ltd. | Purchase | Purchase of goods and service | 1,099 | 594 |
Sales | Sales of goods and service | 1 | 0 | |
Subtotal | 1,100 | 594 | ||
China South Industries Group Co., Ltd. and Subsidiaries | Purchase | Purchase of goods and service | 30 | 12 |
Sales | Sales of goods and service | 920 | 252 | |
Subtotal | 950 | 264 | ||
Jiangxi Jiangling Lear Interior System Co., Ltd. | Purchase | Purchase of goods and service | 870 | 605 |
Sales | Sales of goods and service | 30 | 17 | |
Subtotal | 900 | 622 | ||
Faurecia Emissions Control Technologies (Nanchang) Co., Ltd. | Purchase | Purchase of goods and service | 550 | 286 |
Subtotal | 550 | 286 |
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 Party | Category | Content | 2024 Forecast Transaction Amount | 2023 Actual Transaction Amount from January to October |
Nanchang Unistar Electric & Electronics Co., Ltd. | Purchase | Purchase of goods and service | 400 | 227 |
Subtotal | 400 | 227 |
Changan FordAutomobile Co., Ltd.
Changan Ford Automobile Co., Ltd. | Purchase | Purchase of goods and service | 330 | 29 |
Subtotal | 330 | 29 | ||
Hanon Systems (Nanchang) Co., Ltd. | Purchase | Purchase of goods and service | 215 | 127 |
Subtotal | 215 | 127 | ||
Nanchang JMCG SMR Huaxiang Mirror Co., Ltd. | Purchase | Purchase of goods and service | 150 | 91 |
Sales | Sales of goods and service | 30 | 14 | |
Subtotal | 180 | 105 | ||
Nanchang Yinlun Heat-exchanger Co., Ltd. | Purchase | Purchase of goods and service | 180 | 95 |
Subtotal | 180 | 95 | ||
Jiangxi ISUZU Engine Co., Ltd. | Purchase | Purchase of goods and service | 20 | 6 |
Sales | Sales of goods and service | 45 | 26 | |
Subtotal | 65 | 32 |
2. Main Content and amounts of routine related party transactions in 2023
RMB million
Related Party | Category | Content | 2023 Actual Transaction Amount from January to October | 2023 Forecast Transaction Amount | Actual Transaction Amount from January to October as % of Similar Business | Differences Between Actual Transaction Amount from January to October and Forecast Transaction Amount (%) |
JMCG Finance Company | Deposit interest and accumulation settlement amount | Deposit interest | 13 | 36 | 6.41% | -63.89% |
Guarantees | 2 | 2 | 100.00% | 0.00% | ||
Payment settlement Deposits | 11,614 | 20,123 | 29.17% | -42.28% | ||
Jiangxi Jiangling Motors Imp. & Exp. Co., Ltd. and its subsidiaries | Purchase | Purchase of goods and service | 11 | 36 | 0.06% | -69.44% |
Sales | Sales of goods and service | 7,644 | 8,133 | 29.14% | -6.01% |
JMCG and itssubsidiaries
JMCG and its subsidiaries | Purchase | Purchase of goods and service | 2,725 | 4,778 | 13.95% | -42.97% |
Sales | Sales of goods and service | 508 | 680 | 1.94% | -25.29% | |
Ford and its subsidiaries | Purchase | Purchase of goods and service | 590 | 1,432 | 3.02% | -58.80% |
Sales | Sales of goods and service | 85 | 109 | 0.32% | -22.02% | |
Magna PT Powertrain (Jiangxi) Co., Ltd. | Purchase | Purchase of goods and service | 1,027 | 1,153 | 5.26% | -10.93% |
Sales | Sales of goods and service | 1 | 1 | 0.00% | 0.00% | |
Nanchang Jiangling Huaxiang Auto Components Co., Ltd. | Purchase | Purchase of goods and service | 964 | 1,181 | 4.93% | -18.37% |
Sales | Sales of goods and service | 2 | 4 | 0.01% | -50.00% | |
Nanchang Baojiang Steel Processing Distribution Co., Ltd. | Purchase | Purchase of goods and service | 594 | 1,156 | 3.04% | -48.62% |
China South Industries Group Co., Ltd. and its subsidiaries | Purchase | Purchase of goods and service | 0 | 0 | 0.00% | 0.00% |
Sales | Sales of goods and service | 12 | 14 | 0.06% | -14.29% | |
Jiangxi Jiangling Lear Interior System Co., Ltd. | Purchase | Purchase of goods and service | 252 | 556 | 0.96% | -54.68% |
Sales | Sales of goods and service | 605 | 803 | 3.10% | -24.66% | |
Faurecia Emissions Control Technologies (Nanchang) Co., Ltd. | Purchase | Purchase of goods and service | 17 | 15 | 0.06% | 13.33% |
Nanchang Unistar Electric & Electronics Co., Ltd. | Purchase | Purchase of goods and service | 286 | 618 | 1.46% | -53.72% |
Changan Ford Automobile Co., Ltd. | Purchase | Purchase of goods and service | 127 | 200 | 0.65% | -36.50% |
Hanon Systems (Nanchang) Co., Ltd. | Purchase | Purchase of goods and service | 227 | 430 | 1.16% | -47.21% |
Nanchang JMCG SMR Huaxiang Mirror Co., Ltd. | Purchase | Purchase of goods and service | 29 | 71 | 0.15% | -59.15% |
Sales | Sales of goods and service | 91 | 133 | 0.47% | -31.58% | |
Nanchang Yinlun Heat-exchanger Co., Ltd. | Purchase | Purchase of goods and service | 14 | 14 | 0.05% | 0.00% |
Jiangxi ISUZUEngine Co., Ltd.
Jiangxi ISUZU Engine Co., Ltd. | Purchase | Purchase of goods and service | 95 | 138 | 0.49% | -31.16% | |
Sales | Sales of goods and service | 6 | 25 | 0.03% | -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 transactions | The 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 transactions | In 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
Name | Legal Representative | Registered Capital | Main Business Scope | Registered Address | Relationship |
JMCG Finance Company | Ling Xingguo | RMB 800 million | Primarily providing financial services to JMCG and its affiliates, including credit, account clearing and deposit, etc. | Nanchang City | Subsidiary of JMCG |
Jiangxi Jiangling Motors Imp. & Exp. Co., Ltd. | Sun Xiaoquan | RMB 33.61 million | Import and export business of all kinds of goods and technology; logistics and packing, etc. | Nanchang City | Subsidiary of JMCG |
JMCG | Qiu Tiangao | RMB 1,500 million | Manufacturing of vehicle, engine, chassis, modified vehicle, automotive components, vehicle quality test, sales of in-house produced commodity and providing relevant after sale services. | Nanchang City | Actual Controller of JIC |
Ford Motor Company | William Clay Ford Jr. | USD $420 million | Vehicle manufacturing and sales and other business | Detroit, U.S.A | Controlling shareholder of the Company (hold 32% equity) |
Magna PTPowertrain (Jiangxi)Co., Ltd.
Magna PT Powertrain (Jiangxi) Co., Ltd. | Yi Wang | Euro €131.27 million | Manufacture and sell transmissions and related components | Nanchang City | Associate of JMCG |
Nanchang Jiangling Huaxiang Auto Components Co., Ltd. | Du Yongchun | RMB 40 million | Manufacturing and sales of automotive components. | Nanchang City | Subsidiary of JMCG |
Nanchang Baojiang Steel Processing Distribution Co., Ltd | Zhou Zhongxi | RMB 147.40 million | Processing, selling, distribution and storage of steel. | Nanchang City | Associate of JMCG |
China South Industries Group Co., Ltd. | Xu Xianping | RMB 35,300 million | Investment, operation and management of state-owned assets | Beijing City | Actual controller of JIC |
Jiangxi Jiangling Lear Interior System Co., Ltd. | Chang Hongshun | USD $10.215 million | Design, production, sales for all kinds of cars, modified cars, transformer car full sets of seats, sponge business | Nanchang City | Subsidiary of JMCG |
Nanchang Faurecia Emissions Control Technologies Co., Ltd. | Huang Pinhui | USD $8 million | Development, production and sales of automobile exhausting system. | Nanchang City | Associate of JMCG |
Nanchang Unistar Electric & Electronics Co., Ltd. | Pan Xiaolin | RMB 50 million | Auto wiring, development, manufacturing, sales and after-sales service of electronic parts. | Nanchang City | Subsidiary of JMCG |
Changan Ford Automobile Co., Ltd. | Zhu Huarong | USD $241 million | Development, production and sales of automobiles and parts; provide after-sales services, training services, warehousing services and other services. | Chongqing City | Joint venture of Changan Automobile Co., Ltd. and Ford Motor Company |
Hanon Systems (Nanchang) Co., Ltd. | Xiao Changchun | USD $5.6 million | Manufacturing of climate control systems (excluding compressors), refrigerant lines, brake lines and fuel tubes used for automobile. | Nanchang City | Associate of JMC |
Nanchang JMCG SMR Huaxiang Mirror Co., Ltd. | He Jiukun | RMB 50 million | Automotive mirrors and other automotive parts products (except engines) development, manufacturing, wholesale, retail and service. | Nanchang City | Associate of JMCG |
Nanchang Yinlun Heat-exchanger Co., Ltd. | Xu Xiaomin | RMB 40 million | Development, production and sales of automobile heat exchange system. | Nanchang City | Joint venture of JMCG |
Jiangxi ISUZU Engine Co., Ltd. | Haru Nakamura | RMB 950 million | Design, assemble and sell engines, gearboxes and their spare parts; Selling lubricating oil; Import related technology, equipment and spare parts | Nanchang City | Subsidiary of JMCG |
Financial information of the related parties in 2022 was shown as follows:
RMB million
No. | Name | Total Assets | Net Assets | Revenue | Profit after tax |
1 | JMCG Finance Company | 10,837 | 1,462 | 253 | 67 |
2 | Jiangxi Jiangling Motors Imp. & Exp. Co., Ltd. | 1,939 | 282 | 7,225 | 48 |
3 | JMCG | 17,877 | 6,236 | 1,447 | -225 |
4 | Ford | USD $255,900 million | USD $43,200 million | USD $158,100 million | -USD $2,200 million |
5 | Magna PT Powertrain (Jiangxi) Co., Ltd. | 5,275 | 2,977 | 5,057 | 593 |
6 | Jiangxi Huaxiang Auto Components Co., Ltd. | 719 | 312 | 1,070 | 29 |
7 | Nanchang Baojiang Steel Processing Distribution Co., Ltd. | 588 | 216 | 2,291 | 32 |
8 | China South Industries Group Co., Ltd. | 411,298 | 152,306 | 292,136 | 11,679 |
9 | Jiangxi Jiangling Lear Interior System Co., Ltd. | 446 | 156 | 634 | 26 |
10 | Nanchang Faurecia Emissions Control Technologies Co., Ltd. | 442 | 97 | 229 | 20 |
11 | Nanchang Unistar Electric & Electronics Co., Ltd. | 363 | 71 | 551 | 1 |
12 | Changan Ford Automobile Co., Ltd. | 36,018 | 1,530 | 51,067 | -2,449 |
13 | Hanon Systems (Nanchang) Co., Ltd. | 340 | 198 | 310 | 4 |
14 | Nanchang JMCG SMR Huaxiang Mirror Co., Ltd. | 153 | 88 | 129 | 14 |
15 | Nanchang Yinlun Heat-exchanger Co., Ltd. | 140 | 54 | 164 | 3 |
16 | Jiangxi ISUZU Engine Co., Ltd. | 2,875 | 1,037 | 4,081 | -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