江铃B:关于为控股子公司提供财务资助的公告(英文版)

查股网  2024-01-20  江铃汽车(000550)公司公告

Jiangling Motors Corporation, Ltd.Public Announcement on ProvidingFinancial Assistance to a Holding Subsidiary

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.

Important note:

1. Jiangling Motor Corporation., Ltd. (hereinafter referred to as “JMC” or the"Company") intends to provide financial assistance in the form of borrowing to itsholding subsidiary Jiangling Ford Motor Technology (Shanghai) Co., Ltd.(hereinafter referred to as "Jiangling Ford (Shanghai)") to meet the capital turnoverand daily operation needs of Jiangling Ford (Shanghai), the quota of which shouldnot exceed RMB 178.5 million. The fund usage fee shall be settled according to theactual use of funds and the bank loan interest rate of the same period. The quota ofthe financial assistance shall be valid from the date of approval at the shareholders’meeting to December 31, 2026.

2. This financial assistance has been reviewed and approved at the paper Board meetingof the Company held from January 10 to January 18, 2024. This financial assistanceis subject to approval by the shareholders’ meeting of the Company.

3. The object of this financial assistance is a holding subsidiary within the scope of theCompany's consolidated statements, over which the Company has substantial controland influence. The Company is able to implement effective risk control on itsbusiness and capital management, to ensure the safety of the Company’s funds. Theoverall risk of this financial assistance is controllable, and this financial assistancedose not hurt the interests of the Company and shareholders, especially minorityshareholders.

I. Brief Introduction of the Financial AssistanceThe Board of Directors of the Company approved the Proposal on Providing FinancialAssistance to A Holding Subsidiary in form of paper meeting held from January 10 toJanuary 18, 2024, on which the Company agreed to provide financial assistance toJiangling Ford (Shanghai), a holding subsidiary of the Company, with its own funds inthe form of borrowing, to meet the cash-flow and daily operation needs of JianglingFord (Shanghai). The quota of the financial assistance shall not exceed RMB 180million, and the fund usage fee shall be settled according to the actual amount of theused funds and the bank loan interest rate of the same period. The financial assistance

Share’s code:000550Share’s Name:Jiangling MotorsNo.:2024-004
200550Jiangling B

quota shall be valid from the date of approval by the shareholders’ meeting to December31, 2026.

The financial assistance will not affect the Company's normal business developmentand use of funds, and does not belong to the situations, stipulated in the RulesGoverning Listing of Stock on Shenzhen Stock Exchange and the No. 1 of ShenzhenStock Exchange Self-Regulatory Guidelines for Listed Companies - StandardizedOperation of Main Board Listed Companies, under which the financial assistances shallnot be provided.

When voting on the financial assistance, Director Shengpo Wu, Director RyanAnderson and Director Xiong Chunying withdrew from the voting, and all the otherDirectors agreed with this proposal. Because the debt-to-asset ratio of Jiangling Ford(Shanghai) exceeded 70 percent, according to the relevant regulations in the RulesGoverning Listing of Stock on Shenzhen Stock Exchange, the financial assistance issubject to approval by the shareholders’ meeting of the Company.

II. Basic information of the funded subject

1. Basic information of Jiangling Ford (Shanghai)

Company Name: Jiangling Ford Motor Technology (Shanghai) Co., Ltd.Legal representative: Anderson LiuRegistered capital: RMB 200 millionsUnify social credit code: 91310115MA7EX46E6URegistered address: 33rd Floor, 211 Century Avenue, China (Shanghai) Pilot Free Trade

ZoneEstablished date: December 7, 2021Enterprise Type: Engineering and technology research and experimental development,

sales of vehicles, new energy vehicles, auto parts, etc.

The Company has not provided financial assistance to Jiangling Ford (Shanghai), andthere were no cases where financial assistance was not repaid in time after maturity.

Jiangling Ford (Shanghai) has a good credit status and is not a person subject toenforcement for trust-breaking.

Shareholding structure:

Shareholder NameShareholding Percentage
Jiangling Motor Corporation, Ltd.51%
Ford Motor Company49%

Main financial data of Jiangling Ford (Shanghai)

Unit: RMB thousand

ItemDecember 31, 2023December 31, 2022
Assets948,410.4443,233.9
Liabilities1,693,865.7449,704.4

Equity

Equity-745,455.3-6,470.5
Total amount of contingencies involved--
ItemYear 2023Year 2022
Revenue643.047.9124,029.6
Net profit-838.984.8-106,470.5

Note: the financial data for 2022 is audited, and the financial data for 2023 is unaudited.

III. Basic information and obligations of other shareholders of the funded subject

1. Basic information

Company Name: Ford Motor (China) Ltd.Headquarter Location: Detroit, USAChairman: Bill FordEnterprise Type: a USA-based listed companyBusiness Scope: to design, manufacture, market, and service a full line of Ford cars,

trucks, sport utility vehicles (“SUVs”), electrified vehicles, andLincoln luxury vehicles, provide financial services through FordMotor Credit Company LLC.

The latest audited financial indexes of Ford Motor Company are as follows:

Unit: US$ million

Year 2022
Revenue158,057
Net profit-1,981
December 31, 2022
Total assets255,884
Total equity43,167

After inquiry, Ford Motor Company is not a person subject to enforcement for trust-breaking.

2. Obligations of other shareholders of the funded subject

Ford Motor Company, the minority shareholder of Jiangling Ford (Shanghai) and thecontrolling shareholder of the Company, intends to provide financial assistance on thesame terms per the shareholding proportion.

IV. The main contents of the financial assistance agreementThe Company intends to sign a borrowing agreement with Jiangling Ford (Shanghai),the main terms of which are as follows:

1. Sponsor: Jiangling Motor Corporation, Ltd.

2. Funded subject: Jiangling Ford Motor Technology (Shanghai) Co., Ltd.

3. Borrowing amount: not exceed RMB 178.5 million

4. Borrowing term: the Date of approval by the shareholders’ meeting to December 31,

2026

5. Purpose of funds: to meet the cash-flow and daily operation needs of Jiangling Ford

(Shanghai)

6. Borrowing rate: bank loan interest rate of the same period

7. Repayment method: repay the principal and interests at one time

8. Mortgage or guarantee: no mortgage or guarantee

The specific content is subject to the actual borrowing agreement.

V. Risk analysis and risk control measures of financial assistanceThe object of this financial assistance is a holding subsidiary within the scope of theCompany's consolidated statements, and the Company is able to implement effectiverisk control over its business and cash management. After the approval of theshareholders' meeting, the Company will sign a financial assistance agreement withJiangling Ford (Shanghai) and arrange the financial assistance according to the cashneeds of Jiangling Ford (Shanghai). In addition to providing financial assistance, theCompany will strengthen the daily operation management on the holding subsidiary,pay close attention to its cash receipts and payments, assets and liabilities, andstrengthen the risk control of its finance and cash management to ensure the safety ofthe Company's funds.

The above financial assistance amount accounts for a low proportion of the total assetsof the Company, and the overall risk is controllable, therefore, the financial assistancewill not damage the interests of the Company and all the shareholders, especially theminority and medium shareholders, and will not have a significant impact on the dailyoperation of the Company.

VI. Opinions from the Board of DirectorsThe Board of Directors of the Company agreed to provide the above-mentionedfinancial assistance in order to further support the daily operation and businessdevelopment of the holding subsidiary and improve the profitability of the Company.The object of this financial assistance is a holding subsidiary within the scope of theCompany's consolidated statements, and the financial risk is within the scope of theCompany's effective control, therefore, the Company providing financial assistance tothe subsidiary within the aforesaid quota and term will not damage the interests of theCompany and the shareholders.

VII. Cumulative amount of financial assistance provided and overdue amountAs of the disclosure date of the announcement, the Company has not provided externalfinancial assistance.

VIII. Documents for Reference

1. Resolutions of the Board of Directors of Jiangling Motors Corporation, Ltd.;

Board of DirectorsJiangling Motors Corporation, Ltd.January 20, 2024


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