江 铃Ｂ(200550):江铃汽车董事会决议公告（英文版）
Jiangling Motors Corporation, Ltd. Public Announcement on Resolutions of the 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 the 2023 Annual Report of JMC and relevant proposals to all the Directors on March 21, 2024. II. Time, Place & Form of Holding the Meeting The 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 the stipulation of the relevant laws, regulations 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 in form of paper 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’s total 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 shares will be distributed to shareholders. Based on the total share capital of 863,214,000 shares as of December 31, 2023, total cash dividend distribution amounts shall be RMB 590,438,376. The cash dividend on B share shall be paid in Hong Kong Dollars and converted at the middle rate of the HK dollar’s exchange rate against RMB quoted by the People’s Bank of China on the first working day following the relevant resolution adopted by the Company’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 of the Company. 2. The Board of Directors approved the 2023 Annual Report of the Company and the Extracts 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 such Annual 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 of the 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 the Company. The Independent Directors of the Company have respectively submitted the Report on Independent Directors’ Performance in 2023 to the Board of Directors, and will report at the 2023 Annual Shareholders’ Meeting of the Company. The full text of the Reports on Independent Directors’ Performance in 2023 was published on the website www.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 Audit Committee under the Board of Directors of the Company before being submitted to the Board of Directors. The full text of the 2023 Financial Statements of JMC was published on the website www.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 Report of 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 Committee under the Board of Directors of the Company before being submitted to the Board of Directors. The full text of the 2023 Internal Control Self-assessment Report of the Company was published 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 the Company was published on the website www.cninfo.com.cn. 7. The Board of Directors approved JMCG Finance Company Continuous Risk Assessment Report. When voting on this report, Director Qiu Tiangao and Director Jin Wenhui withdrew from the voting and all the other Directors agreed this report. The full text of JMCG Finance Company Continuous Risk Assessment Report was published on the website www.cninfo.com.cn. 8. The Board of Directors approved the Report of JMC on the Evaluation of the Auditor’s Performance in 2023 and the Performance of the Audit Committee’s Supervision 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 Committee under the Board of Directors of the Company before being submitted to the Board of Directors. The full text of the Report of JMC on the Evaluation of the Auditor’s Performance in 2023 and the Performance of the Audit Committee’s Supervision Responsibilities was published on the website www.cninfo.com.cn. 9. The Board of Directors approved the Special Assessment Opinions of the Board of Directors on Independence of Independent Directors of the Company. When voting on the Opinions, Independent Director Yu Zhuoping, Independent Director Chen Jiangfeng and Independent Director Wang Yue withdrew from the voting and all the other Directors agreed the Opinions. The full text of the Special Assessment Opinions of the Board of Directors on Independence of Independent Directors of the Company was published on the website www.cninfo.com.cn. It is hereby announced. Board of Directors Jiangling Motors Corporation, Ltd. March 30, 2024 中财网
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