| Share’s code： | 000550 | Share’s Name： | Jiangling Motors | No.： | 2022—036 |
| 200550 | Jiangling B |
Jiangling Motors Corporation, Ltd.Public Announcement on Resolutions of the Board of Directors
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.
I. Informing of the MeetingThe Board of Directors of Jiangling Motors Corporation, Ltd. (hereinafter referred toas “JMC” or the “Company”) sent out relevant proposals of the Board meeting to allthe Directors on October 12, 2022.
II. Time, Place & Form of Holding the MeetingThe Board meeting was held in form of paper meeting from October 12 to October 18,2022. The procedure of convening and holding the meeting complied with thestipulation of the relevant laws, regulations and the Articles of Association of JMC.
III. Status of the Directors Attending the MeetingNine Directors shall attend this Board meeting and eight Directors were present. ViceChairman Manto Wong did not attend this meeting, and he authorized Director RyanAnderson to exercise voting rights on his behalf.
IV. ResolutionsThe Directors present at the meeting approved the following resolutions based ontheir discussion:
Ford Motor Company nominated Mr. Shengpo Wu as the candidate for the Directoron the Board of Directors of JMC, succeeding Mr. Manto Wong, who will no longerserve on the Board of Directors of JMC. The Board of Directors agreed to submit theaforesaid Director nomination by Ford Motor Company to the Shareholders’ Meetingfor approval.
There were 9 votes in favor of the proposal, 0 vote against, and 0 abstention.
The Independent Directors of the Company, Mr. Chen Jiangfeng, Ms. Wang Yue andMr. Yu Zhuoping, agreed the aforesaid Director change proposal.
After the aforesaid changes, Mr. Manto Wong will not take any post in the Company.As of the disclosure date of the announcement, Mr. Manto Wong did not hold anyJMC shares.
Mr. Shengpo Wu’s resume:
Mr. Shengpo Wu, born in 1966, holds a Bachelor’s Degree in Thermal EnergyEngineering from Tsinghua University in Beijing and Master’s Degrees in MechanicalEngineering and Information Management, respectively, from the University ofNebraska-Lincoln and the Keller Graduate School of Management of DeVryUniversity, and is Managing Director and Chief Operating Officer of Ford China. Mr.Shengpo Wu held various positions including Vice President and Regional GeneralManager for Honeywell Process Solutions in Greater China, President and CEO ofOsram’s Asia-Pacific business, President, Asia Pacific, and a member of the GlobalExecutive Committee for Whirlpool Corporation.
As of the disclosure date of this announcement, Mr. Shengpo Wu did not hold anyshares of the Company. Except for the above mentioned position in the shareholder ofthe Company, Mr. Shengpo Wu has no relationship with the other shareholdersholding more than 5% of the shares of the Company and their actual controllers, aswell as other Directors, Supervisors and senior executives of the Company. Mr.Shengpo Wu has not been punished by China Securities Regulatory Commission orother relevant Departments or taken disciplinary action by the Stock Exchanges, andhas not been investigated by judicial organs for suspected crimes or by ChinaSecurities Regulatory Commission on suspicion of violations of laws and regulations.There is no the situation on which he is prohibited to serve as a Company Director asstipulated in the Company Law and the Articles of Association of the Company. Mr.Shengpo Wu meets the qualifications required in the laws, administrative regulations,departmental rules, normative documents, Rules Governing Listing of Stock onShenzhen Stock Exchange and the Articles of Association of the Company. After theinquiry of "National Court Information Disclosure and Inquiry Platform of PersonsSubject to Enforcement for Trust-breaking", Mr. Shengpo Wu does not belong to theperson subject to enforcement for trust-breaking.
2. The Board of Directors approved the Notice on Holding 2022 First SpecialShareholders’ 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 2022 First Special Shareholders’ Meeting ofJMC was published on October 20, 2022 in China Securities, Securities Times, HongKong Commercial Daily and the website www.cninfo.com.cn.
V. Opinions from Independent DirectorsIndependent Directors, Mr. Chen Jiangfeng, Ms. Wang Yue and Mr. Yu Zhuoping,expressed their opinions on the Director change proposal as follows:
1. We have been informed of the meeting agenda prior to the meeting;
2. After review of Mr. Shengpo Wu’s resume, we believe that Mr. Shengpo Wucomplies with the relevant required qualifications as a Director stipulated in thelaws, regulations and the Articles of Association of JMC, and agree the
nomination.
The announcement hereby is published.
Board of DirectorsJiangling Motors Corporation, Ltd.October 20, 2022