Jiangling Motors Corporation, Ltd.Public Announcement on Related Party Transactions
Jiangling Motors Corporation, Ltd. and its Board members undertake that theinformation disclosed herein is truthful, accurate and complete and does notcontain any false statement, misrepresentation or major omission.
1. Brief Introduction
The Board of Directors of Jiangling Motors Corporation, Ltd. (hereinafter referred toas "JMC" or the "Company") approved the related party transaction between BoschElectric Drive System (Nanchang) Co., Ltd. and the Company in form of paper meetingduring the period from May 21, 2025 to May 28, 2025.
Nine Directors shall attend this Board meeting and nine Directors were present.
Bosch Electric Drive System (Nanchang) Co., Ltd. will supply controllers and electricdrive axle products to JMC, and the annual amount of the transaction expected to beRMB 180 million. As Jiangling Motors Group Co., Ltd. (hereinafter referred to as the“JMCG”) holds a 40% equity interest in Bosch Electric Drive System (Nanchang) Co.,Ltd., and JMCG holds 50% equity interest in Nanchang Jiangling Investment Co., Ltd.,a controlling shareholder of the Company, the transaction constitutes a related partytransaction.
When voting on the proposal, Director Qiu Tiangao and Director Zhong Junhuawithdrew from the voting, and all the other Directors agreed with this proposal.
This related party transaction does not constitute a material asset reorganizationstipulated in Measures for the Administration of Material Asset Reorganization ofListed Companies promulgated by CSRC.
2. Brief Summary of the Related Party
Company Name: Bosch Electric Drive System (Nanchang) Co., Ltd.Registered Address: No. 256, Fushan Road, Xiaolan Economic and Technological
Development Zone, Nanchang County, Nanchang City, Jiangxi
Province, P.R.C.Enterprise Type: Limited liability company (foreign-invested, non-wholly owned)Registered capital: RMB 500 millionRegistered Date: January 19, 2025Legal representative: ZEHE MarcoBusiness Scope: Auto parts and accessories manufacturing, motor manufacturing,
Share’s code: | 000550 | Share’s Name: | Jiangling Motors | No.: | 2025-025 |
200550 | Jiangling B |
motor and its control system research and development,electromechanical coupling system research and development,technical services, technology development, technical consultation,technical exchange, technology transfer, technology promotion, autoparts wholesale, auto parts retail, machinery parts, parts sales, importand export of technology, import and export of goods.
Ownership structure:
ROBERT BOSCH INTERNATIONALE BETEILIGUNGEN AG holds 50% equity,JMCG holds 40% equity, and Bosch (China) Investment Ltd. holds 10% equity.
Relationship Description:
As JMCG holds a 40% equity interest in Bosch Electric Drive System (Nanchang) Co.,Ltd., and JMCG holds 50% equity interest in Nanchang Jiangling Investment Co., Ltd.,a controlling shareholder of the Company, according to the Rules Governing the Listingof Stocks on Shenzhen Stock Exchange and other relevant regulations, Bosch ElectricDrive System (Nanchang) Co., Ltd. is a related legal person of the Company.
After inquiry, Bosch Electric Drive System (Nanchang) Co., Ltd. is not person subjectto enforcement for dishonesty.
3. Main Contents of Related Party Transaction Agreement
i. During the term hereof, Bosch Electric Drive System (Nanchang) Co., Ltd. willsupply auto parts or materials required for production in accordance with provisionshereof and requirements of JMC.
ii. During the term of this agreement, Bosch Electric Drive System (Nanchang) Co.,Ltd. shall supply the products to JMC in accordance with this agreement, the priceagreement signed by both parties and other conditions. Bosch Electric Drive System(Nanchang) Co., Ltd. shall actively cooperate with JMC to optimize the material costreduction.
iii. The parties may choose to pay in any of the following ways:
a. JMC will pay thirty days after the invoice is issued by Bosch Electric Drive System(Nanchang) Co., Ltd. If such payment method is chosen, Bosch Electric Drive System(Nanchang) Co., Ltd. will give JMC a discount.
b. JMC will pay sixty days after the invoice is issued by Bosch Electric Drive System(Nanchang) Co., Ltd.
4. Pricing Policy of the Related Party Transaction
If the Company purchases products from related parties and the market price of thesame products is available, the market price shall be implemented; If the correspondingmarket data of special parts and services cannot or is difficult to obtain, the price shall
be determined through the process of supplier quotes, costing assessment andnegotiation between both parties.
5. Purpose and Impact of the Related Party Transaction on JMC
The above-mentioned related party transactions are regular and recurring transactionsbetween JMC and the related parties. The transactions are essential for ensuring thenormal production and sales of the Company’s products, as they are necessary for theCompany’s continuous operations. The goods purchased from the related parties aremostly unique components required by the Company’s products. When conductingtransactions with related parties, the Company adheres to the principles of fairness,transparency, and impartiality. The transaction prices are fair, and all the transactionscomply with the requirements of relevant laws and regulations, ensuring that no harmis done to the interests of the Company and its small and medium shareholders.
6. As of April 30, 2025, the Company has not had any transaction with Bosch ElectricDrive System (Nanchang) Co., Ltd.
7. Opinions of the Special Meeting of Independent Directors
Before the proposal on related party transaction between Bosch Electric Drive System(Nanchang) Co., Ltd. and the Company is submitted to the Board of Directors forconsideration, it has been reviewed at the 2025 First Special Meeting of IndependentDirectors of the Eleventh Board of Directors of the Company and approved by all theIndependent Directors. The Independent Directors of the Company issued the followingreview opinions:
The related party transactions between Bosch Electric Drive System (Nanchang) Co.,Ltd. and the Company are based on the Company’s normal business operations andmeet the actual operational needs of the Company. The related party transactions adhereto the principles of objectivity, fairness, and impartiality, do not harm the legitimateinterests of the Company and its shareholders, especially those of small and mediumshareholders, and comply with the relevant regulations of China Securities RegulatoryCommission and Shenzhen Stock Exchange.
Therefore, all the Independent Directors agree to the proposal, and agree to submit theproposal to the Board of Directors of the Company for consideration, while the relatedDirectors shall withdraw from voting in accordance with the regulations.
8. Documents for Reference
1. Resolution of the Board of Directors of Jiangling Motors Corporation, Ltd.;
2. Review Opinion of the 2025 First Special Meeting of Independent Directors of the
Eleventh Board of Directors of the Company
Board of DirectorsJiangling Motors Corporation, Ltd.
May 30, 2025