A24 公告 2020年5月26日 星期二 Hong Kong Commercial Daily
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A24 公告 2020年5月26日 星期二 Hong Kong Commercial Daily http://www.hkcd.com Share’s code: 000550 Share’s Name: Jiangling Motors No.: 2020—018 Management from Jilin University of Technology and a MBA, a Doctor’s a practicing attorney at Ruder, Ware and Michler Law Firm, U.S.A., counsel Director (or Supervisor) candidates. 200550 Jiangling B Degree in Political Economy from Jilin University, and is Head and Academic of Asia Pacific Region, Chrysler Corporation, U.S.A., counsel of Mergers The Independent Director candidates can be voted at the shareholders’ Director of School of Automotive Engineering of Tsinghua University, and Acquisitions Group and Northeast Asia Operations, Daimler-Chrysler meeting only after the Shenzhen Stock Exchange does not raise any Jiangling Motors Corporation, Ltd. Independent Director of JMC, and Independent Director of Chongqing A.G., Germany, an International Counsel in the Office of General Counsel, objection to qualification and independence of the Independent Director Public Announcement on Beer Co., Ltd. Mr. Li Xianjun has held various positions including Planner Ford Motor Company, Vice President & General Counsel of Ford Motor candidates. of Engine Plant of FAW, Secretary of General Manager of Jilin Province (China), Ltd., Vice President & General Counsel of Asia Pacific of Ford Motor In addition, the Independent Directors will report their performance in 2019 Resolutions of the Board of Agricultural Machine Corporation, General Manager of Planning Department Company. Mr. Alvin Qing Liu does not hold any share of the Company, is not at the 2019 Annual Shareholders’ Meeting. Please refer to the website http:// of Jinlin Province Feed Company, Lecturer of School of Business of the main responsibility for dishonesty or dishonesty disciplinary object, and in www.cninfo.com.cn for the Report. Directors Jilin University, and Independent Director of Tianjin FAW Xiali Co., Ltd. the recently three years, has not ever received any administrative penalties III. Proposal Code Jiangling Motors Corporation, Ltd. and its Board members undertake that the Mr. Li Xianjun does not hold any share of the Company, is not the main for violation of the applicable securities laws, regulations or rules. Mr. Alvin information disclosed herein is truthful, accurate and complete and does not Remark responsibility for dishonesty or dishonesty disciplinary object, and in the Qing Liu complies with the relevant required qualifications stipulated in the Code Items Voting to the columns contain any false statement, misrepresentation or major omission. recently three years, has not ever received any administrative penalties for Company Law of PRC and other applicable laws, regulations or rules. In marked with “√” I. Informing of the Meeting Total proposals: all the proposals except the proposals adopting violation of the applicable securities laws, regulations or rules. Mr. Li Xianjun addition to the above mentioned employment in shareholder units, Mr. Alvin 100 √ The Board of Directors of Jiangling Motors Corporation, Ltd. (hereinafter accumulative voting complies with the relevant required qualifications stipulated in the Company Qing Liu has no relationship with other shareholders holding more than 5% referred to as “JMC” or the “Company”) sent out relevant proposals of the Proposals not adopting accumulative voting: Law of PRC and other applicable laws, regulations or rules. Mr. Li Xianjun of the shares of the Company, actual controllers, other directors, supervisors Board meeting to all the directors on May 15, 2020. 1.00 2019 Work Report of the Board of Directors of JMC √ has no relationship with shareholders holding more than 5% of the shares and senior management personnel of the Company. II. Time, Place & Form of Holding the Meeting 2.00 2019 Work Report of the Supervisory Board of JMC √ of the Company, actual controllers, other directors, supervisors and senior Mr. Zhang Jian, born in 1969, holds a College Degree in Secretarial 3.00 2019 Financial Statements of JMC √ The Board meeting was held in form of paper meeting from May 15 to May management personnel of the Company. Professional from North China University of Technology, and is Chairman of 4.00 Proposal on JMC Profit Distribution for Year 2019 √ 25, 2020. The procedure of convening and holding the meeting complied with Proposal on the Y2020 Routine Related Party Transaction Framework Mr. Chen Jiangfeng, born in 1979, holds a Bachelor’s Degree and Master’s JMCG Labor Union, Chairman of Supervisor Board of Nanchang Jiangling 5.00 √ the stipulation of the relevant laws, regulations and the Articles of Association with JMCG Finance Company Degree in Law from International Law Department, Foreign Affairs College, Investment Co., Ltd., and a Supervisor of JMC, Chairman of Supervisory of JMC. Proposal on the Y2020 Routine Related Party Transaction Framework and is Senior Deputy General Counsel & Executive Director of Gilead Board of Jiangling Motor Holdings Co., Ltd., Supervisor of JMCG New Energy 6.00 √ III. Status of the Directors Attending the Meeting with Jiangling Motor Group Co., Ltd. and its subsidiaries (Shanghai) Pharmaceutical Technology Co., Ltd. Mr. Chen Jiangfeng has held Automobile Co. Ltd., Supervisor of Jiangxi Jiangling Special Purpose Vehicle Proposal on the Y2020 Routine Related Party Transaction Framework Nine Directors shall attend this Board meeting and nine directors were 7.00 √ various positions including Legal Counsel of Ford Motor (China) Ltd., Legal Co., Ltd., Supervisor of Jiangxi JMCG Specialty Vehicles Co., Ltd., Chief with Jiangxi Jiangling Motors Imp. & Exp. Co., Ltd. and its subsidiaries present. Proposal on the Y2020 Routine Related Party Transaction Framework Counsel of Ford Motor Research & Engineering (Nanjing) Co., Ltd./ Changan supervisor of Nanchang Gear Co., Ltd., Chairman of Supervisory Board of 8.00 √ IV. Resolutions with Ford Motor Company and its subsidiaries Ford Mazda Automobile Corporation, Ltd., Nanjing Company/Changan Ford JMCG Finance Co., Ltd., Supervisor of Jiangxi Lingrui Renewable Resources The directors present at the meeting approved the following resolutions Proposal on the Y2020 Routine Related Party Transaction Framework Mazda Engine Company, Ltd., Senior Legal Counsel & Compliance Officer of Development Co., Ltd., Supervisor of Jiangxi Jiangling Real Estate Co.,Ltd., 9.00 √ based on their discussion: with Nanchang Baojiang Steel Processing Distribution Co., Ltd. Ford Asia Pacific & Africa, Senior Legal Counsel of BMW China Automotive Chief supervisor of Jiangxi Jiangling Motors Imp. & Exp. Co., Ltd., Chairman Proposal on the Y2020 Routine Related Party Transaction Framework 1. The Board of Directors agreed JMC Year 2020-2022 Shareholder Return 10.00 √ Trading Ltd., and Member of China Country Council, Head of legal, Director, of Supervisory Board of Jiangxi Yizhizhixing Automobile Operation Service with Nanchang Jiangling HuaXiang Auto Components Co., Ltd. Plan, and to submit it to the Shareholders’ Meeting for approval. Proposal on the Y2020 Routine Related Party Transaction Framework Merck Healthcare China. Mr. Chen Jiangfeng does not hold any share of Co., Ltd.. Mr. Zhang Jian held various positions including Deputy Chief and 11.00 √ There were 9 votes in favor of this proposal, 0 vote against, and 0 abstention. with GETRAG (Jiangxi) Transmission Company the Company, is not the main responsibility for dishonesty or dishonesty Chief of Political Affairs Department under JMC Engine Plant, Chairman The aforesaid Shareholder Return Plan was published in the website www. Proposal on the Y2020 Routine Related Party Transaction Framework disciplinary object, and in the recently three years, has not ever received Secretary and Office Deputy Director of JMC, JMCG Office Director, Director 12.00 √ cninfo.com.cn. with Nanchang Faurecia Emissions Control Technologies Co., Ltd. any administrative penalties for violation of the applicable securities laws, of JMCG Communist Party Office, Chief of Publicity Department and Proposal on the Y2020 Routine Related Party Transaction Framework 2. Given the three-year term of the Ninth Board of Directors of JMC will soon 13.00 √ regulations or rules. Mr. Chen Jiangfeng complies with the relevant required Assistant to General Manger of JMCG, and Senior Vice Chairman of JMCG with Jiangxi Jiangling Lear Interior System Co., Ltd. expire pursuant to the provision of the Articles of Association of JMC, the qualifications stipulated in the Company Law of PRC and other applicable Labor Union. Mr. Zhang Jian holds the Company shares of 40 shares, is 14.00 JMC Year 2020-2022 Shareholder Return Plan √ Board of Directors approved submitting to the Shareholders’ Meeting the Proposal on Amendment to the Articles of Association of JMC (Year laws, regulations or rules. Mr. Chen Jiangfeng has no relationship with not the main responsibility for dishonesty or dishonesty disciplinary object, 15.00 √ nominations of the following personnel as candidates for the new Board of 2020) shareholders holding more than 5% of the shares of the Company, actual and in the recently three years, has not ever received any administrative Directors: Proposals adopting accumulative voting: controllers, other directors, supervisors and senior management personnel of penalties for violation of the applicable securities laws, regulations or rules. Election of Directors for the Tenth Board of Directors of JMC Number of people to Nanchang Jiangling Investment Co., Ltd. nominated Mr. Qiu Tiangao, Mr. 16.00 the Company.