江铃B:江铃汽车董事会决议公告(英文版)

查股网  2024-03-30  江铃汽车(000550)公司公告

Share’s code:

Share’s code:000550Share’s Name:Jiangling MotorsNo.:2024-013
200550Jiangling B

Jiangling Motors Corporation, Ltd.Public Announcement on Resolutions of the Board of Directors

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. Informing of the MeetingThe Board of Directors of Jiangling Motors Corporation, Ltd. (hereinafter referred toas ‘JMC’ or the ‘Company’) sent out the 2023 Annual Report of JMC and relevantproposals to all the Directors on March 21, 2024.

II. Time, Place & Form of Holding the MeetingThe Board meeting was held in form of paper meeting from March 21 to March 28,2024. The procedure of convening and holding the meeting complied with thestipulation of the relevant laws, regulations 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 in form ofpaper meeting:

1. The Board of Directors approved to submit to the 2023 Annual Shareholders’Meeting the following proposal on year 2023 profit distribution:

(1). to appropriate for the dividend distribution from the profit available for distribution,

which shall be equal to RMB 0.684 per share and shall apply to the Company’stotal share capital; and

(2). to carry forward the un-appropriated portion to the following fiscal year.

Profit distribution proposal: a cash dividend of RMB 6.84 (including tax) per 10 shareswill be distributed to shareholders. Based on the total share capital of 863,214,000shares as of December 31, 2023, total cash dividend distribution amounts shall be RMB590,438,376.

The cash dividend on B share shall be paid in Hong Kong Dollars and converted at themiddle rate of the HK dollar’s exchange rate against RMB quoted by the People’s Bankof China on the first working day following the relevant resolution adopted by theCompany’s Annual Shareholders’ Meeting.

The Board decided not to convert the capital reserve to the share capital this time.

There were 9 votes in favor of this proposal, 0 vote against, and 0 abstention.

This proposal is subject to the approval by the 2023 Annual Shareholders’ Meeting ofthe Company.

2. The Board of Directors approved the 2023 Annual Report of the Company and theExtracts from such Annual Report.

There were 9 votes in favor of this report, 0 vote against, and 0 abstention.

The full text of the 2023 Annual Report of the Company and the Extracts from suchAnnual Report were published on the website www.cninfo.com.cn.

3. The Board of Directors approved the 2023 Work Report of the Board of Directors ofthe Company.

There were 9 votes in favor of this report, 0 vote against, and 0 abstention.

This report is subject to the approval by the 2023 Annual Shareholders’ Meeting of theCompany.

The Independent Directors of the Company have respectively submitted the Report onIndependent Directors’ Performance in 2023 to the Board of Directors, and will reportat the 2023 Annual Shareholders’ Meeting of the Company. The full text of the Reportson Independent Directors’ Performance in 2023 was published on the websitewww.cninfo.com.cn.

4. The Board of Directors approved the 2023 Financial Statements of the Company.

There were 9 votes in favor of the Financial Statements, 0 vote against, and 0 abstention.

The Financial Statements have been reviewed and unanimously approved by the AuditCommittee under the Board of Directors of the Company before being submitted to theBoard of Directors.

The full text of the 2023 Financial Statements of JMC was published on the websitewww.cninfo.com.cn.

The Financial Statements are subject to the approval by the 2023 Annual Shareholders’Meeting of the Company.

5. The Board of Directors approved the 2023 Internal Control Self-assessment Reportof the Company.

There were 9 votes in favor of this report, 0 vote against, and 0 abstention.

This report has been reviewed and unanimously approved by the Audit Committeeunder the Board of Directors of the Company before being submitted to the Board ofDirectors.

The full text of the 2023 Internal Control Self-assessment Report of the Company waspublished on the website www.cninfo.com.cn.

6. The Board of Directors approved the 2023 Environmental, Social and Governance(ESG) Report of the Company.

There were 9 votes in favor of this report, 0 vote against, and 0 abstention.

The full text of the 2023 Environmental, Social and Governance (ESG) Report of theCompany was published on the website www.cninfo.com.cn.

7. The Board of Directors approved JMCG Finance Company Continuous RiskAssessment Report.

When voting on this report, Director Qiu Tiangao and Director Jin Wenhui withdrewfrom the voting and all the other Directors agreed this report.

The full text of JMCG Finance Company Continuous Risk Assessment Report waspublished on the website www.cninfo.com.cn.

8. The Board of Directors approved the Report of JMC on the Evaluation of theAuditor’s Performance in 2023 and the Performance of the Audit Committee’sSupervision Responsibilities

There were 9 votes in favor of this report, 0 vote against, and 0 abstention.

This report has been reviewed and unanimously approved by the Audit Committeeunder the Board of Directors of the Company before being submitted to the Board ofDirectors.

The full text of the Report of JMC on the Evaluation of the Auditor’s Performance in2023 and the Performance of the Audit Committee’s Supervision Responsibilities waspublished on the website www.cninfo.com.cn.

9. The Board of Directors approved the Special Assessment Opinions of the Board ofDirectors on Independence of Independent Directors of the Company.

When voting on the Opinions, Independent Director Yu Zhuoping, IndependentDirector Chen Jiangfeng and Independent Director Wang Yue withdrew from the votingand all the other Directors agreed the Opinions.

The full text of the Special Assessment Opinions of the Board of Directors onIndependence of Independent Directors of the Company was published on the websitewww.cninfo.com.cn.

It is hereby announced.

Board of DirectorsJiangling Motors Corporation, Ltd.March 30, 2024


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