江 铃Ｂ(200550):江铃汽车十一届四次董事会决议公告（英文版）
Jiangling Motors Corporation, Ltd. Public Announcement on Resolutions of the Fourth Session of the Eleventh Board of Directors 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. Informing of the Meeting The Board of Directors of Jiangling Motors Corporation, Ltd. (hereinafter referred to as ‘JMC’ or the ‘Company’) sent out a written meeting notice to all the Directors, Supervisors, the members of the Executive Committee and relevant persons on March 15, 2024. II. Time, Place & Form of Holding the Meeting The Board meeting was held in the No.1 Meeting Room, 20th floor, JMC Building, Nanchang on May 26, 2024. The procedure of convening and holding the meeting complied with the stipulation of the relevant laws, administrative regulations, departmental rules, normative documents and the Articles of Association of JMC. III. Status of the Directors Attending the Meeting Nine Directors shall attend this Board meeting and nine Directors were present. IV. Resolutions The Directors present at the meeting approved the following resolutions based on their discussion: 1. The Board of Directors approved the proposal on retaining of PricewaterhouseCoopers Zhong Tian LLP as external auditor and C-SOX auditor of the Company for the year 2025-2027 and agrees to submit this proposal to the Shareholders’ Meeting for approval. There were 9 votes in favor of the proposal, 0 vote against, and 0 abstention. The proposal has been reviewed and unanimously approved by the Audit Committee under the Board of Directors of the Company before being submitted to the Board of Directors. The proposal is subject to the approval of the Shareholders’ Meeting of the Company. Please refer to the JMC Public Announcement on Retaining of External Auditor and C-Sox Auditor published on the website www.cninfo.com.cn at same day for details. 2. The Board of Directors approved JMC Independent Director Working System and JMC Work Rules of Special Meetings of Independent Directors. There were 9 votes in favor of the proposal, 0 vote against, and 0 abstention. The full text of JMC Independent Director Working System and JMC Work Rules of Special Meetings of Independent Directors were published on the website www.cninfo.com.cn. 3. Due to job changes, the Board of Directors decided that Mr. Jin Wenhui no longer served as the Executive Vice President, the Member of the Executive Committee, and Executive Director of Jiangling Motor Sales Co., Ltd. Upon the nomination of the President of the Company, the Board of Directors approved to appoint Ms. Zhong Junhua as the Executive Vice President, the Member of the Executive Committee, and Executive Director of Jiangling Motor Sales Co., Ltd. The aforesaid personnel changes shall become effective from March 26, 2024. NanChang Jiangling Investment Co., Ltd., a shareholder of the Company, nominated Ms. Zhong Junhua as the candidate for the Director on the Board of Directors of JMC, succeeding Mr. Jin Wenhui, who will no longer serve as a Director on the Board of Directors of JMC. The Board of Directors agreed to submit the aforesaid Director nomination by Nanchang Jiangling Investment Co., Ltd. to the Shareholders’ Meeting of the Company for approval. There were 9 votes in favor of the proposal, 0 vote against, and 0 abstention. After the aforesaid changes, Mr. Jin Wenhui continues to serve as the Chairman of Jiangling Ford Motor Technology (Shanghai) Co., Ltd., a holding subsidiary of the Company, and the Vice Chairman of Hanon System (Nanchang) Co., Ltd., a joint stock company of the Company. As of the disclosure date of the announcement, Mr. Jin Wenhui did not hold any JMC shares. After the abovementioned changes of Directors of JMC, the total number of the Directors who concurrently serve as senior executives of the Company or as employee representatives do not exceed one-half of the total number of Directors of the Company. The aforesaid Director nomination had been reviewed and unanimously approved at a special meeting of the Independent Directors of the Company before being submitted to the Board of Directors. Ms Zhong Junhua’s Resume: Ms. Zhong Junhua, born in 1976, graduated in Financial Accounting from School of Management, Shijiazhuang Tiedao University, holds a Bachelor’s Degree in Economics and a MBA Degree, Certified Public Accountant, Senior Accountant, and currently serves as a standing member of the Party Committee and a Director of Jiangling Motors Group Co., Ltd. (“JMCG”), a Director of Nanchang Jiangling Investment Co., Ltd., and the Secretary of the Party Committee of JMC. Ms. Zhong Junhua held various positions including the chief of Assets and Finance Department for JMCG, Chairman of JMCG Finance Co., Ltd., General Manager, Chairman of JMCG, Chairman of Jiangxi JMCG Specialty Vehicles Co., Ltd., and Chairman of Jiangxi Jiangling Group Special Vehicle Co., Ltd. Ms. Zhong Junhua has been fully in charge of the financial management work of Jiangling Motors Company (Group), having rich management experience in investment management, financial management, capital management, tax management, and subsidiary financial control, especially in capital operation, merger and reorganization, fund investment and centralized capital management. Ms. Zhong Junhua also is a member of Accounting Professional Committee of Jiangxi Finance Society; the second Leading Accounting Talent of Jiangxi Province, the first batch of experts of Jiangxi Budget Performance Management Expert database, Visiting Professor of Accounting School, Jiangxi University of Finance and Economics, and Master Supervisor of the Financial College, Jiangxi Normal University. As of the disclosure date of this announcement, Ms Zhong Junhua did not hold any shares of the Company. Except for the above mentioned position in the shareholder of the Company, Ms Zhong Junhua has no relationship with the other shareholders holding more than 5% of the shares of the Company and their actual controllers, as well as other Directors, Supervisors and senior executives of the Company. Ms Zhong Junhua has not been punished by China Securities Regulatory Commission or other relevant Departments or taken disciplinary action by the Stock Exchanges, and has not been investigated by judicial organs for suspected crimes or by China Securities Regulatory Commission on suspicion of violations of laws and regulations. There are no the situations on which she is prohibited to serve as a Director and senior executive of the Company as stipulated in the Company Law and the Articles of Association of the Company. Ms Zhong Junhua meets the qualifications required in the laws, administrative regulations, departmental rules, normative documents, Rules Governing Listing of Stock on Shenzhen Stock Exchange and the Articles of Association of the Company. After the inquiry of "National Court Information Disclosure and Inquiry Platform of Persons Subject to Enforcement for Trust-breaking", Ms Zhong Junhua does not belong to the person subject to enforcement for trust-breaking. 4. The Board of Directors approved the Notice on Holding 2024 Second Special Shareholders’ Meeting of JMC. There were 9 votes in favor of this proposal, 0 vote against, and 0 abstention. The full text of the Notice on Holding 2024 Second Special Shareholders’ Meeting of JMC was published on March 27, 2024 in China Securities, Securities Times, Hong Kong Commercial Daily and on the website www.cninfo.com.cn. 5. Review Opinions at the Special Meeting of Independent Directors Independent Directors, Mr. Yu Zhuoping, Mr. Chen Jiangfeng and Ms. Wang Yue, expressed their opinions on the Director nomination proposal as follows: 1. We have been informed of the meeting agenda prior to holding of the Fourth Session of the Eleventh Board of Directors of the Company; complied with the relevant required qualifications as a Director stipulated in the laws, regulations and the Articles of Association of the Company, and we agreed the nomination. Therefore, all the Independent Directors agree to the proposal, and agree to submit this proposal to the Board of Directors of the Company for review. It is hereby announced. Board of Directors Jiangling Motors Co., Ltd March 27, 2024 中财网
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