江 铃B(200550):江铃汽车关于召开2024年第一次临时股东大会通知(英文版)

时间:2024年01月20日 00:22:44 中财网
原标题:江 铃B:江铃汽车关于召开2024年第一次临时股东大会通知(英文版)

Share’s code: 000550 Share’s Name: Jiangling Motors No.: 2024—005 200550 Jiangling B

Jiangling Motors Corporation, Ltd.
Notice on Holding 2024 First Special Shareholders’ Meeting
The Board of Directors and its members undertake that the information disclosed herein is truthful, accurate and complete and does not contain any false statement, misrepresentation or major omission.

I. Basic information of holding the meeting
1. Meeting: 2024 First Special Shareholders’ Meeting of Jiangling Motors Corporation, Ltd. (hereinafter referred to as “JMC”)
2. Convener: Board of Directors of JMC
The Board of Directors approved the Notice on Holding 2024 First Special Shareholders’ Meeting in form of paper meeting from January 10, 2024 to January 18, 2024.
3. The convening of the meeting complied with the stipulations of the Company Law, the Securities Law, the Rules Governing Listing of Stock on Shenzhen Stock Exchange and the Articles of Association of JMC.
4. Time
On the spot: 2:30 pm, February 6, 2024
Online voting: February 6, 2024, P.s. 9:15~9:25 am, 9:30~11:30 am and 1:00~3:00 pm, for Shenzhen Stock Exchange Trading System; or, random time of 9:15 am~3:00 pm February 6, 2024 for Shenzhen Stock Exchange Online Voting System. 5. Convening method: vote on the spot as well as online voting. The shareholder can choose to vote on the spot or online voting. If a voting right is exercised repeatedly in different circumstances, first voting result will be prevailed. 6. Equity record date: February 1, 2024. B-share holder can attend the meeting only when she/he had bought B shares of the Company on January 29, 2024, i.e., the last trading day for the B-share holder who can attend the meeting, or earlier. 7. Persons to be present
7.1. All the shareholders of JMC registered in the records of China Securities Depository and Clearing Corporation Ltd. Shenzhen branch as of 3:00 p.m. on February 1, 2024. If a shareholder cannot attend the meeting personally, she/he can entrust a representative to attend the meeting.
7.2. The Directors, Supervisors and senior management of JMC. 7.3. Lawyers from Jiangxi Hua Bang Law Firm
8. Venue: Meeting Room No.1, 20th Floor, JMC Building, No. 2111 Yingbin Middle Avenue, Nanchang City, Jiangxi Province, People’s Republic of China.
II. The item to be reviewed by the meeting:

CodeItemsRemark
  Voting to the columns marked with “√”
100Total proposals
Proposals not adopting accumulative voting:  
1.00Proposal on Providing Financial Assistance to a Holding Subsidiary
2.00Proposal on the Y2024 Routine Related Party Transaction Framework with JMCG Finance Company
3.00Proposal on the Y2024 Routine Related Party Transaction Framework with Jiangxi Jiangling Motors Imp. & Exp. Co., Ltd. and its subsidiaries
4.00Proposal on the Y2024 Routine Related Party Transaction Framework with Jiangling Motor Group Co., Ltd. and its subsidiaries
5.00Proposal on the Y2024 Routine Related Party Transaction Framework with Ford and its subsidiaries
6.00Proposal on the Y2024 Routine Related Party Transaction Framework with Magna PT Powertrain (Jiangxi) Co., Ltd.
7.00Proposal on the Y2024 Routine Related Party Transaction Framework with Nanchang Jiangling Huaxiang Auto Components Co., Ltd.
8.00Proposal on the Y2024 Routine Related Party Transaction Framework with Nanchang Baojiang Steel Processing Distribution Co., Ltd.
9.00Proposal on the Y2024 Routine Related Party Transaction Framework with China South Industries Group Co., Ltd. and its subsidiaries
10.00Proposal on the Y2024 Routine Related Party Transaction Framework with Jiangxi Jiangling Lear Interior System Co., Ltd.
11.00Proposal on the Y2024 Routine Related Party Transaction Framework with Faurecia Emissions Control Technologies (Nanchang) Co., Ltd.
Please refer to the Public Announcement of Jiangling Motors Corporation, Ltd on Providing Financial Assistance to A Holding Subsidiary published on January 20, 2024 in China Securities, Securities Times, Hong Kong Commercial Daily, and on the website http://www.cninfo.com.cn for details of the proposal 1.
Ford Motor Company, a shareholder of the Company, will withdraw from the voting on the proposal 1 as the minority shareholder of Jiangling Ford Motor Technology financial assistance.

Please refer to the Public Announcement on Forecast of the Routine Related Party Transactions in 2024 of JMC published on December 12, 2023 in China Securities, Securities Times, Hong Kong Commercial Daily, and on the website http://www.cninfo.com.cn for details of the proposals 2-11.
The proposals 2-11 are related party transactions. 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. will withdraw from the voting on the related party transactions associated with Nanchang Jiangling Investment Co., Ltd. and its affiliates, or associated with Jiangling Motors Group Co., Ltd. and its affiliates, and or associated with Changan Automobile Co., Ltd. and its affiliates.

All the above-mentioned proposals shall be approved in form of ordinary resolution.
III. Registration for the Shareholders’ Meeting
1. Registration procedures
The shareholder holding A Shares should present personal identity card and securities account card; the representative should present his own identity card, the Proxy (see attachment 1) and the shareholder’s securities account card; the representative of a legal person shareholder should present his own identity card and the Proxy of the legal person shareholder to handle the registration for the meeting. The shareholder holding B Shares should present personal identity card and securities account card, the representative should present the Proxy signed by the shareholder to handle the registration for the meeting.
The shareholders not residing in Nanchang can handle the registration in advance by way of communication. (See attachment 2 AR. of attending the shareholders’ meeting) Registration time: 9:00 am-11:30 am and 2:00 pm-5:00 pm from February 2, 2024 to February 5, 2024 on working day.
Registration address: the Securities Department of JMC, JMC Building, No. 2111 Yingbin Middle Avenue, Nanchang City, Jiangxi Province, People’s Republic of China.
2. The 2024 First Special Shareholders’ Meeting is expected to last no more than one day. The attending shareholders or the representatives should be responsible for their own travel and accommodation expenses.
Correspondence Method
Correspondence person: Mr. Wan Xianke, Mr. Yuan Jun
Telephone number: 86-791-85266178
Fax: 86-791-85232839

IV. Online voting procedure
Pleases refer to the Chinese version of the Notice on Holding 2024 First Special Shareholders’ Meeting published on January 20, 2024 in China Securities, Securities Times and on the website: http://www.cninfo.com.cn for details. V. Document for reference
The Resolution of the Board of Directors on the Notice on Holding 2024 First Special Shareholders’ Meeting of JMC.

Board of Directors
Jiangling Motors Corporation, Ltd.
January 20, 2024


Attachment 1:
PROXY

Full authority hereby granted to Mr./Ms. to represent the undersigned V. Document for reference
The Resolution of the Board of Directors on the Notice on Holding 2024 First Special Shareholders’ Meeting of JMC.

Board of Directors
Jiangling Motors Corporation, Ltd.
January 20, 2024


Attachment 1:
PROXY

Full authority hereby granted to Mr./Ms. to represent the undersigned
Voting results for the 2024 First Special Shareholders’ Meeting of JMC
Proposal CodeItemsMemoFavorAgainstAbstention
  Voting in column marked with “√”   
100Total proposals   
Proposals not adopting accumulative voting:     
1.00Proposal on Providing Financial Assistance to a Holding Subsidiary   
2.00Proposal on the Y2024 Routine Related Party Transaction Framework with JMCG Finance Company   
3.00Proposal on the Y2024 Routine Related Party Transaction Framework with Jiangxi Jiangling Motors Imp. & Exp. Co., Ltd. and its subsidiaries   
4.00Proposal on the Y2024 Routine Related Party Transaction Framework with Jiangling Motor Group Co., Ltd. and its subsidiaries   
5.00Proposal on the Y2024 Routine Related Party Transaction   
 Framework with Ford and its subsidiaries    
6.00Proposal on the Y2024 Routine Related Party Transaction Framework with Magna PT Powertrain (Jiangxi) Co., Ltd.   
7.00Proposal on the Y2024 Routine Related Party Transaction Framework with Nanchang Jiangling Huaxiang Auto Components Co., Ltd.   
8.00Proposal on the Y2024 Routine Related Party Transaction Framework with Nanchang Baojiang Steel Processing Distribution Co., Ltd.   
9.00Proposal on the Y2024 Routine Related Party Transaction Framework with China South Industries Group Co., Ltd. and its subsidiaries   
10.00Proposal on the Y2024 Routine Related Party Transaction Framework with Jiangxi Jiangling Lear Interior System Co., Ltd.   
11.00Proposal on the Y2024 Routine Related Party Transaction Framework with Faurecia Emissions Control Technologies (Nanchang) Co., Ltd.   

Attachment 2:

AR. of attending the shareholders’ meeting

To: Jiangling Motors Corporation, Ltd.

will attend the 2024 First Special Shareholders’ Meeting of JMC. Signature of attendee:
Shareholder’s securities account No.:
Signature (Stamp) of shareholder:

Note: Newspaper cuttings and copies of the Proxy and the AR. are acceptable.
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