江 铃Ｂ(200550):江铃汽车股份有限公司关于2024年日常关联交易的预计公告（英文版）
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时间：2023年12月11日 19:42:16 中财网 |
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原标题:江 铃Ｂ: 江铃汽车股份有限公司关于2024年日常关联交易的预计公告（英文版）
Share’s code： 000550 Share’s Name： Jiangling Motors No.： 2023-041 200550 Jiangling B
Jiangling Motors Corporation, Ltd.
Public Announcement on Forecast of
the Routine Related Party Transactions in 2024
Jiangling Motors Corporation, Ltd. and its Board members undertake that the information disclosed herein is truthful, accurate and complete and does not contain any false statement, misrepresentation or major omission.
I. Brief Introduction
The Board of Directors of Jiangling Motors Corporation, Ltd. (hereinafter referred to as "JMC" or the "Company") approved the 2024 routine related party transaction forecast proposal on December 8, 2023.
The routine related party transaction forecast proposal covered all the related parties with JMC, where total annual transaction with each of them is projected to be over RMB 46 million. These related parties were clarified as Type A and Type B. Type A means the related parties with JMC, where total annual transactions with each of them is projected to be over RMB 460 million, and Type B means the related parties with JMC, where total annual transactions with each of them is projected to be between RMB 46 million and RMB 460 million.
This proposal relates to related party transactions and has been reviewed at a special meeting of the Company's Independent Directors before being submitted to the Board of Directors for consideration.
The Board of Directors approved the 2024 forecast proposal for type A routine related party transactions and authorized the Execute Committee to finalize detailed contracts with the individual related parties and to submit them to the Shareholders’ Meeting for approval. When voting on the proposals at the shareholders’ meeting, Ford Motor Company (“Ford”) will withdraw from the voting on the related party transactions associated with Ford and its affiliates; Nanchang Jiangling Investment Co., Ltd. (“JIC”) will withdraw from the voting on the related party transactions associated with Nanchang Jiangling Investment Co., Ltd. and its affiliates, associated with Jiangling Motors Group Co., Ltd. (“JMCG”) and its affiliates, and associated with Changan Automobile Co., Ltd. and its affiliates.
The Board of Directors approved the 2024 forecast proposal for type B routine related party transactions and authorized the Execute Committee to sign detailed contracts with the individual related parties.
Nine directors shall attend this meeting and nine were present.
When voting on the proposal, Director Shengpo Wu, Director Ryan Anderson and Director Xiong Chunying withdrew from the voting on the related party transactions associated with Ford and its affiliates; Director Qiu Tiangao and Director Jin Wenhui withdrew from the voting on the related party transactions associated with JMCG and its affiliates; Director Qiu Tiangao, Director Jin Wenhui and Director Yuan Mingxue withdrew from the voting on the related party transactions associated with Nanchang Jiangling Investment Co., Ltd. and its affiliates; all the other Directors agreed with the proposal.
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 annual transactions with each of them is projected to be over 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 | | 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. | | 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 transactions with 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 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 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 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 In 2023: the No. 2022-044 announcement, published on the website www.cninfo.com.cn on December 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 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 be executed for dishonesty.
Performance capability analysis: the above-mentioned related parties can strictly abide by the contract agreements in their business dealings with the Company. Combined with the main financial indicators and business conditions of the related parties, the related parties are fully capable of performing their transactions with the Company.
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 price of 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 products or services, prices are determined through the process of supplier quotes, costing assessment and negotiation.
2. Signing of Related Party Transaction Contracts
According to the actual progress of production and operation, the Company will sign specific contracts in time on an equal basis with the related parties.
V. Purpose of Related Party Transactions and Impact on JMC
All the above-mentioned related party transactions are regular and recurring transactions between JMC and the related parties, and they are necessary for JMC to maintain its daily operation. The goods purchased from the related parties are mainly unique 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 the requirements of relevant laws and regulations, which do not damage the interests of the Company and minority shareholders.
VI. Opinions at the Special Meeting of Independent Directors Before the Company's 2024 routine related party transaction forecast proposal is submitted to the Board of Directors for consideration, it has been reviewed at the 2023 first special meeting of Independent Directors of the Eleventh Board of Directors of the Company and approved by all the Independent Directors. The Independent Directors of the Company issued the following review opinions on the Company's 2024 routine related party transaction forecast proposal: 1. The amount of the Company's 2024 routine related party transactions is forecasted to be based on the normal business needs, conform to the Company’s actual management needs, and the related party transactions follow the principle of objective, just and fair trading, without damaging the legitimate interests of the Company and shareholders, especially the legitimate interests of minority shareholders, in line with the relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange.
2. 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.
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 the related 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's 2024 routine related party transaction forecast proposal
Board of Directors
Jiangling Motors Corporation, Ltd.
December 12, 2023
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