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江铃B:江铃汽车关于2026年日常关联交易的预计公告(英文版)

深圳证券交易所 2025-12-23 查看全文

江铃B --%

Share’s code: 000550 Share’s Name: Jiangling Motors No.: 2025-057

200550 Jiangling B

Jiangling Motors Corporation Ltd.Public Announcement on Forecast of

the Routine Related Party Transactions in 2026

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 2026 routine related party transaction

forecast proposal on December 19 2025.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 56.46 million in 2026. 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 560 million and Type B means the related

parties with JMC where total annual transactions with each of them is projected to be

between RMB 56.46 million and RMB 560 million.The 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 2026 forecast proposal for type A routine related

party transactions and authorized the Executive 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 2026 forecast proposal for type B routine related

party transactions and authorized the Executive Committee to sign detailed contracts

with the individual related parties.

1Nine Directors shall attend this meeting and eight Directors were present. Director

Ryan Anderson did not attend this meeting and he authorized Vice Chairman Shengpo

Wu to exercise voting rights on his behalf.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 Zhong

Junhua withdrew from the voting on the related party transactions associated with

JMCG and its affiliates; Director Qiu Tiangao Director Yuan Mingxue and Director

Zhong Junhua 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 2026

i. Type A which means the related parties with JMC where total annual

transactions with each of them is projected to be over RMB 560 million are listed

as follows:

RMB million

2025 Actual

2026 Forecast Transaction

Related Party Category Content Transaction Amount from

Amount January to

October

Deposit Deposit interest 40 9

interest and Guarantees 0 1

JMCG Finance accumulation

Payment settlement

Company settlement 34920 12917

Deposits

amount

Subtotal 34960 12927

Purchase of goods

Jiangxi Jiangling Purchase 72 22

and service

Motors Imp. &

Sales of goods and

Exp. Co. Ltd. and Sales 23028 11405

service

its subsidiaries

Subtotal 23100 11427

Purchase of goods

Purchase 8731 3854

and service

JMCG and its

Sales of goods and

subsidiaries Sales 2369 470

service

Subtotal 11100 4324

Purchase of goods

Purchase 2983 580

Ford and its and service

subsidiaries Sales of goods and

Sales 1517 105

service

2Subtotal 4500 685

Purchase of goods

Purchase 2158 1016

Magna PT and service

Powertrain Sales of goods and

Sales 2 1

(Jiangxi) Co. Ltd. service

Subtotal 2160 1017

Purchase of goods

China Changan Purchase 429 179

and service

Automobile Group

Sales of goods and

Co. Ltd. and its Sales 1620 274

service

subsidiaries

Subtotal 2049 426

Purchase of goods

Nanchang Jiangling Purchase 1987 672

and service

Huaxiang Auto

Sales of goods and

Components Co. Sales 53 30

service

Ltd.Subtotal 2040 702

Purchase of goods

Nanchang Baojiang Purchase 1597 646

and service

Steel Processing

Sales of goods and

Distribution Co. Sales 3 0

service

Ltd.Subtotal 1600 646

Purchase of goods

Purchase 1247 641

Jiangxi Jiangling and service

Lear Interior Sales of goods and

Sales 43 16

System Co. Ltd. service

Subtotal 1290 657

ii. Type B which means the related parties with JMC where total annual transactions

with each of them is projected to be between RMB 56.46 million and RMB 560

million are listed as follows:

RMB million

2025 Actual

2026 Forecast Transaction

Related Party Category Content Transaction Amount from

Amount January to

October

Nanchang Unistar Purchase of goods

Purchase 560 169

Electric & Electronics and service

Co. Ltd. Subtotal 560 169

Faurecia Emissions Purchase of goods

Purchase 550 208

Control Technologies and service

(Nanchang) Co. Ltd. Subtotal 550 208

Changan Ford Purchase Purchase of goods 437 92

3Automobile Co. Ltd. and service

Sales of goods and

Sales 43 0

service

Subtotal 480 92

Purchase of goods

Nanchang Yinlun Purchase 300 106

and service

Heat-exchanger Co. Ltd.Subtotal 300 106

Purchase of goods

Purchase 218 103

Nanchang JMCG SMR and service

Huaxiang Mirror Co. Sales of goods and

Sales 42 22

Ltd. service

Subtotal 260 125

Purchase of goods

Purchase 30 6

and service

Jiangxi ISUZU Engine

Sales of goods and

Co. Ltd. Sales 70 14

service

Subtotal 100 20

2. Main Content and amounts of routine related party transactions in 2025

RMB million

Differences

Between

2025 Actual

Actual

Actual Transaction

2025 Transaction

Transaction Amount from

Forecast Amount from

Related Party Category Content Amount January to

Transaction January to

from October as %

Amount October and

January to of Similar

Forecast

October Business

Transaction

Amount (%)

Deposit Deposit interest 9 37 6.84% -75.68%

interest and

JMCG Finance Guarantees 1 1 100.00% 0.00%

accumulation

Company Payment

settlement settlement 12917 29100 29.07% -55.61%

amount Deposits

Jiangxi Jiangling Purchase of

Purchase 22 58 0.09% -62.07%

Motors Imp. & Exp. goods and service

Co. Ltd. and its Sales of goods

Sales 11405 17610 37.13% -35.24%

subsidiaries and service

Purchase of

Purchase 3854 6909 16.43% -44.22%

JMCG and its goods and service

subsidiaries Sales of goods

Sales 470 1971 1.53% -76.15%

and service

4Purchase of

Purchase 580 3760 2.47% -84.57%

Ford and its goods and service

subsidiaries Sales of goods

Sales 105 1100 0.34% -90.45%

and service

Purchase of

Purchase 1016 1799 4.33% -43.52%

Magna PT Powertrain goods and service

(Jiangxi) Co. Ltd. Sales of goods

Sales 1 1 0.00% 0.00%

and service

China Changan Purchase of

Purchase 179 36 0.76% 397.22%

Automobile Group goods and service

Co. Ltd. and its Sales of goods

Sales 247 972 0.80% -74.59%

subsidiaries and service

Purchase of

Nanchang Jiangling Purchase 672 1676 2.86% -59.90%

goods and service

Huaxiang Auto

Sales of goods

Components Co. Ltd. Sales 30 24 0.10% 25.00%

and service

Purchase of

Nanchang Baojiang Purchase 646 1319 2.75% -51.02%

goods and service

Steel Processing

Sales of goods

Distribution Co. Ltd. Sales 0 1 0.00% -100.00%

and service

Purchase of

Jiangxi Jiangling Lear Purchase 641 1044 2.73% -38.60%

goods and service

Interior System Co.Sales of goods

Ltd. Sales 16 36 0.05% -55.56%

and service

Nanchang Unistar

Purchase of

Electric & Electronics Purchase 169 480 0.72% -64.79%

goods and service

Co. Ltd.Faurecia Emissions

Purchase of

Control Technologies Purchase 208 660 0.89% -68.48%

goods and service

(Nanchang) Co. Ltd.Purchase of

Purchase 92 360 0.39% -74.44%

Changan Ford goods and service

Automobile Co. Ltd. Sales of goods

Sales 0 36 0.00% -100.00%

and service

Nanchang Yinlun

Purchase of

Heat-exchanger Co. Purchase 106 228 0.45% -53.51%

goods and service

Ltd.Purchase of

Nanchang JMCG Purchase 103 180 0.44% -42.78%

goods and service

SMR Huaxiang

Sales of goods

Mirror Co. Ltd. Sales 22 36 0.07% -38.89%

and service

Jiangxi ISUZU Purchase of

Purchase 6 24 0.03% -75.00%

Engine Co. Ltd. goods and service

5Sales of goods

Sales 14 54 0.05% -74.07%

and service

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

Explanation by the Board of Directors

when the amount of the routine related party transactions in 2025 was

of the Company on the difference

expected to be. The final actual amount of the part of the related party

between the actual amount and the

transactions is 20% less than the projected amount which is due to the fact

forecast amount of the routine related

that the Company and the related parties do not trigger or reduce the sales

party transactions

commodity and the purchase of the goods according to the actual demand of

the Company. It is a normal business behavior.In our opinion where the actual amount of routine related party transactions

Explanation by Independent Directors of of the Company occurring in 2025 is more than 20% below the forecast

the Company on the difference between amount it is due to the fact that the Company and related parties did not

the actual amount and the forecast trigger or reduce the sales of goods and purchase of goods according to the

amount of the routine related party actual needs of the Company. It is a normal business behavior in line with

transactions 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

2025: the No. 2024-046 announcement published on the website www.cninfo.com.cn on

December 12 2024.III. Brief Summary of Related Parties

Legal Registered Registered

Name Main Business Scope Relationship

Representative Capital Address

JMCG Finance Yu Qingfeng RMB 10 Primarily providing financial services Nanchang Controlled by

Company billion to JMCG and its affiliates including City JMCG

credit account clearing and deposit

etc.Jiangxi Jiangling Sun Xiaoquan RMB Import and export business of all kinds Nanchang Controlled by

Motors Imp. & Exp. 33.61 of goods and technology; logistics and City JMCG

Co. Ltd. million packing etc.JMCG Qiu Tiangao RMB Manufacturing of vehicle engine Nanchang A Shareholder of

1500 chassis modified vehicle automotive City JIC

million components vehicle quality test sales

of in-house produced commodity and

providing relevant after sale services.Ford Motor William Clay USD $42 Vehicle manufacturing and sales and Detroit Controlling

Company Ford Jr. million other business U.S.A shareholder of

the Company

(hold 32%

equity)

Magna PT Yi Wang Euro € Manufacture and sell transmissions and Nanchang Associate of

Powertrain (Jiangxi) 131.27 related components City JMCG

6Co. Ltd. million

Nanchang Jiangling Fu Peiqiang RMB 40 Manufacturing and sales of automotive Nanchang Controlled by

Huaxiang Auto million components. City JMCG

Components Co.Ltd.China Changan Zhu Huarong RMB 200 The production of road motor vehicles Chongqing Actual

Automobile Group billion as well as the investment operation and City Controller of

Co. Ltd. management of state-owned assets. Changan

Automobile Co.Ltd. a

Shareholder of

JIC

Nanchang Baojiang Zhou Zhongxi RMB Processing selling distribution and Nanchang Associate of

Steel Processing 147.40 storage of steel. City JMCG

Distribution Co. Ltd million

Jiangxi Jiangling Chang USD Design production sales for all kinds Nanchang Controlled by

Lear Interior System Hongshun $10.215 of cars modified cars transformer car City JMCG

Co. Ltd. million full sets of seats sponge business

Nanchang Unistar Pan Xiaolin RMB 50 Auto wiring development Nanchang Controlled by

Electric & million manufacturing sales and after-sales City JMCG

Electronics Co. Ltd. service of electronic parts.Nanchang Faurecia Zhou Wen USD $8 Development production and sales of Nanchang Associate of

Emissions Control million automobile exhausting system. City JMCG

Technologies Co.Ltd.Changan Ford Zhao Fei USD $241 Development production and sales of Chongqing Joint venture of

Automobile Co. million automobiles and parts; provide City Changan

Ltd. after-sales services training services Automobile Co.warehousing services and other Ltd. and Ford

services. Motor Company

Nanchang Yinlun Xu Xiaomin RMB 40 Development production and sales of Nanchang Joint venture of

Heat-exchanger Co. million automobile heat exchange system. City JMCG

Ltd.Nanchang JMCG He Jiukun RMB 50 Automotive mirrors and other Nanchang Associate of

SMR Huaxiang million automotive parts products (except City JMCG

Mirror Co. Ltd. engines) development manufacturing

wholesale retail and service.Jiangxi ISUZU KANI RMB 950 Design assemble and sell engines Nanchang Controlled by

Engine Co. Ltd. TAKUJI million gearboxes and their spare parts; City JMCG

Selling lubricating oil; Import related

technology equipment and spare parts

7Financial information of the related parties in 2024 was shown as follows:

RMB million

No. Name Total Assets Net Assets Revenue Profit after

tax

1 JMCG Finance Company 10366 1573 294 55

2 Jiangxi Jiangling Motors Imp. & Exp. 1690 257 14229 27

Co. Ltd.

3 JMCG 15092 7357 482 386

4 USD USD USD USD

Ford $285200 $44800 $185000 $5900

million million million million

5 Magna PT Powertrain (Jiangxi) Co. 7171 2888 10387 1242

Ltd.

6 China Changan Automobile Group Co. - - - -

Ltd.

7 Jiangxi Huaxiang Auto Components 860 320 683 37

Co. Ltd.

8 Nanchang Baojiang Steel Processing 450 202 1426 13

Distribution Co. Ltd.

9 Jiangxi Jiangling Lear Interior System 494 178 833 44

Co. Ltd.

10 Nanchang Unistar Electric & 363 53 363 -15

Electronics Co. Ltd.

11 Nanchang Faurecia Emissions Control 258 78 196 15

Technologies Co. Ltd.

12 Changan Ford Automobile Co. Ltd. 28140 1662 48306 2090

13 Nanchang JMCG SMR Huaxiang 147 61 194 7

Mirror Co. Ltd.

14 Nanchang Yinlun Heat-exchanger Co. 138 73 156 10

Ltd.

15 Jiangxi ISUZU Engine Co. Ltd. 889 508 1011 5

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 dealing 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.

8IV. 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 2026 Routine Related Party Transaction Forecast Proposal is

submitted to the Board of Directors for consideration it has been reviewed at the

2025 Fourth 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 2026 Routine Related Party Transaction Forecast Proposal:

1. The amount of the Company's 2026 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 2025 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

9interests of the Company and minority shareholders.

Therefore all the Independent Directors agree to the proposal and agree to submit the

proposal to the Board of Directors of the Company for consideration and the related

Directors shall withdraw from voting in accordance with the regulations.VII. Documents for Reference

1. Resolutions of the Eleventh Session of the Eleventh Board of Directors of JMC;

2. Opinions at the Special Meeting of the Independent Directors on the Company's

2026 Routine Related Party Transaction Forecast Proposal.

Board of Directors

Jiangling Motors Corporation Ltd.December 23 2025

10

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