Share's code:

Share's code

000550

Share's Name

Jiangling Motors

No.

2014-051

200550

Jiangling B

Jiangling Motors Corporation, Ltd.

Public Announcement on Resolutions of the Board of Directors

Note: Jiangling Motors Corporation, Ltd. and its Board members undertake that the information disclosed herein is truthful, accurate and complete and contains no false statement, misrepresentation or major omission.

I. Informing of the Meeting

The third session of the eighth Board of Directors of Jiangling Motors Corporation, Ltd. (hereinafter referred to as "JMC") sent out a written meeting notice to directors, supervisors, the members of the Executive Committee and relevant persons on December 2, 2014.

II. Time, Place & Form of Holding the Meeting

The Board meeting was held in the Conference Center, the 2nd floor of the administrative building of JMC on December 12, 2014. 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 seven directors were present. Director Manto Wong did not attend this meeting, and he authorized Vice Chairman John Lawler to represent him at this meeting; Independent Director Wang Kun did not attend this meeting, and she authorized Independent Director Lu Song to represent her at this meeting.

IV. Resolutions

The directors present at the meeting approved the following resolutions based on their discussion:

1. Authorization for CFO to Handle Bank Borrowing

The Board of Directors agreed to authorize CFO Dennis Leu with full power to handle banking events between JMC and other financial institutions. The duration of the authorization is one year i.e. from January 1, 2015 to December 31, 2015.

There were 9 votes in favor of the proposal, 0 vote against, and 0 abstention.

2. J11 Program Approval

The Board of Directors approved the J11 Program with a total investment of RMB 386 million (including previously approved J11 Program investment of RMB 123 million).

There were 9 votes in favor of the proposal, 0 vote against, and 0 abstention.

J11 is an upgraded product of Yusheng SUV. The purpose of the program is to improve the competitive power of Yusheng SUV and meet more strict emission standards in the future. Job#1 of the program will be in the first half of 2016. The investment for the program will be spent mostly in relevant engineering development and facilities & tooling.

3. VE83 Transit Extension Approval

The Board of Directors approved the Fifth Amendment to Joint Development Agreement between Ford Motor Company (hereinafter referred to as "Ford") and JMC, and authorized Ms. Xiong Chunying on behalf of the Company to sign the aforesaid agreement with Ford.

Whereas Ford, representing 32% of the outstanding shares of the Company, is the second largest shareholder of the Company, the transaction herein constitutes a related party transaction. When voting on the proposal, Director John Lawler, Director Manto Wong and Director Yuan-Ching Chen withdrew from the voting and all the other directors agreed with this proposal.

Please refer to the Public Announcement on the Related Party Transactions of JMC in China Securities, Securities Times and Hong Kong Commercial Daily on December 16, 2014 for details.

4. N600 HD5 Program Approval

The Board of Directors approved the N600 HD5 Program with a total investment of RMB 54 million.

There were 9 votes in favor of the proposal, 0 vote against, and 0 abstention.

The purpose of the program is to upgrade JMC present truck products to meet Stage V Emission Standards. Job#1 of the program will be in the first half of 2016. The investment for the program will be spent mostly in relevant engineering development and facilities & tooling.

5. Xiaolan Vehicle and Parts Storage Capacity Expansion

The Board of Directors approved the Xiaolan Vehicle and Parts Storage Capacity Expansion with a total investment of RMB 77.79 million.

There were 9 votes in favor of the proposal, 0 vote against, and 0 abstention.

The purpose of the program is to handle with potential vehicle and parts storage capacity shortfall. Job#1 of the program will be in the first half of 2016. The investment for the program will be spent mostly in buildings, utilities and facilities.

6. Application for Increasing the Deposit Limit in JMCG Finance Company

The Board of Directors approved JMC shall apply the same cash management policy to JMCG Finance Company as other banks and adjust the consolidated deposit limit in JMCG Finance Company at the end of each month to the lower of the following: 1) 25% of JMCG Finance Company absorbing deposit in prior year end, or 2) 12% of JMC's consolidated total cash reserve; the Board of Directors approved to cancel the limit of revenue settlement through JMCG Finance Company not exceeding 80% of JMC total revenue.

Whereas the Company's Director also holds the post of Chairman of controlling shareholder of JMCG Finance Company, Jiangling Motor Company (Group) (hereinafter referred to as "JMCG"), the transaction herein constitutes a related party transaction. When voting on the proposal, Director Wang Xigao and Director Qiu Tiangao withdrew from the voting and all the other directors agreed with this proposal.

Please refer to the Public Announcement on the Related Party Transactions of JMC in China Securities, Securities Times and Hong Kong Commercial Daily on December 16, 2014 for details.

7. Approval Application for JMCG Finance Company Risk Assessment Report, Risk Management Plan and Service Contract

The Board of Directors approved theJMCG Finance Company Risk Assessment Report, Risk Management Plan; approved the Service Agreement with JMCG Finance Company, and authorized Mr. Dennis Leu on behalf of the Company to sign the aforesaid agreement with JMCG Finance Company.

Whereas the Company's Director also holds the post of Chairman of controlling shareholder of JMCG Finance Company, JMCG, the transaction herein constitutes a related party transaction. When voting on the proposal, Director Wang Xigao and Director Qiu Tiangao withdrew from the voting and all the other directors agreed with this proposal.

The originals of the aforesaid documents were published on the website: http://www.cninfo.com.cn.

Please refer to the Public Announcement on the Related Party Transactions of JMC in China Securities, Securities Times and Hong Kong Commercial Daily on December 16, 2014 for details.

8. Routine Related Party Transaction Framework Proposal Approval

The Board of Directors approved the routine framework proposal for type A related party transactions and authorized the Execute Committee to finalize detailed contracts with the individual related parties and to submit them to the Shareholders' Meeting for approval.

The Board of Directors approved the routine framework proposal for type B related party transactions and authorized the Execute Committee to sign detailed contracts with the individual related parties.

When voting on the proposal, Director John Lawler, Director Manto Wong and Director Yuan-Ching Chen withdrew from the voting on the related party transactions associated with Ford and its affiliates; Director Wang Xigao and Director Qiu Tiangao withdrew from the voting on the related party transactions associated with JMCG and its affiliates; Director Wang Xigao, Director Qiu Tiangao and Director Wang Kun withdrew from the voting on the related party transactions associated with Jiangling Motor Holdings Co., Ltd. and its affiliates; all the other directors agreed with this proposal

Please refer to the Public Announcement on the Related Party Transactions of JMC in China Securities, Securities Times and Hong Kong Commercial Daily on December 16, 2014 for details.

9. Amendments to the Articles of Association of JMC and Amendments to the Rules of the Shareholders'Meeting

The Board of Directors approved the amendments to the Articles of Association of JMC and amendments to the Rules of the Shareholders'Meeting, and to submit them to the Shareholders' Meeting for approval.

There were 9 votes in favor of the proposal, 0 vote against, and 0 abstention.

Whereas CSRC amended the Guideline to the Articles of Association of the Listed Company and Rules of Shareholders' Meeting of the Listed Company on June 6 and Oct. 24, 2014 respectively, the Company revised relevantly the Articles of Association of JMC as well as the Rules of Shareholders' Meeting of JMC to meet the requirements of laws & regulations by considering the actual situation.

The original of the Article 81 of the Articles of Association of JMC is shown as follows:

"Article 81

A shareholder (or his proxy) shall exercise voting rights in accordance with the number of his voting shares. Each share shall have one vote.

The shares of the Corporation held by the Corporation shall have no voting rights, and the shares thereof shall not be counted into the total number of the voting shares held by the shareholders present at the meeting.

The Board of Directors, Independent Directors and other qualified shareholders may solicit the voting rights from the Corporation's shareholders. "

The revised Article 81 is shown as follows:

"Article 81

A shareholder (or his proxy) shall exercise voting rights in accordance with the number of his voting shares. Each share shall have one vote.

The votes casted by medium and small investors shall be separately counted when material matters affecting the interests of medium and small investors are being deliberated at the Shareholders' Meeting. The results of the separate vote-counting shall be publicly disclosed in a timely manner.

The shares of the Corporation held by the Corporation shall have no voting rights, and the shares thereof shall not be counted into the total number of the voting shares held by the shareholders present at the meeting.

The Board of Directors, Independent Directors and other qualified shareholders may solicit the voting rights from the Corporation's shareholders.

The original of the Article 86 of the Articles of Association of JMC is shown as follows:

"Article 86

Subject to the validity and legality of the shareholders' meeting, the Corporation shall make its best efforts and use various means including contemporary information technology methods such as the web-based voting platform to facilitate the shareholders' presence to the shareholders' meeting. "

The revised Article 86 is shown as follows:

"Article 86

Subject to the validity and legality of the shareholders' meeting, the Corporation shall adopt various means and channels, and shall give priority toonline voting platform and other contemporary information technology methods to facilitate the shareholders' presence to the shareholders' meeting. "

The originals of the Article 2, Article 3 and Article 4 of the Rules of Shareholders' Meeting of JMC are shown as follows:

"Article 2

The Shareholders' meetings are divided into annual Shareholders' Meetings and special shareholders' meetings. The annual meetings shall be held once every year and within six months after the end of the preceding fiscal year.

Article 3

In the event of any of the following, the Corporation shall hold a special shareholders' meeting within two months after occurrence of such event:

(i) when the number of Directors falls short of the quorum required by the Company Law or of six(6) persons;

(ii) when the losses of the Corporation not made up for amount to one-third of the total amount of its paid-in share capital;

(iii) when a written request is made by the shareholder who holds alone or together with others (not including those voting by proxy) 10% or more of the shares of the Corporation;

(iv) when the Board of Directors deems necessary;

(v) when the Supervisory Committee recommends such meeting;

(vi) other events prescribed in the laws, administrative regulations, departmental rules and these Articles of Association of the Corporation;

The number of shares referred to in paragraph (iii) above shall be based on the date when such written request is made.

Article 4

If the Corporation is unable to hold a shareholders' meeting within the prescribed term as set forth in the Article 2 and Article 3 herein, the Corporation shall report it to the local branch of CSRC and Stock Exchange, make an announcement on it and explain the reasons."

The revised Article 2, Article 3 and Article 4 are shown as follows:

"Article 2

The Corporation shall convene the Shareholders' Meeting strictly in compliance with the requirements of laws and regulations, the Rules, and the Articles of Association of the Corporation, and ensure the shareholders can exercise their rights.

The Board of Director of the Corporation shall exercise its duty to organize the Shareholders' Meeting in a careful and timely manner. All of the directors shall exercise fiduciary duties to ensure that the Shareholders' Meeting is convened smoothly and exercises its functions and powers.

Article 3

The Shareholders' Meeting shall exercise its functions and powers according to the Company Law and the Articles of the Association of the Corporation.

Article 4

The Shareholders' meetings are divided into annual Shareholders' Meeting and special shareholders' meetings. The annual meeting shall be held once every year and within six months after the end of the preceding fiscal year. The special Shareholders' Meeting is held on interim basis, and upon occurrence of any of the circumstances for special Shareholders' Meeting in Article 101 of the Company Law, the Corporation shall hold a special Shareholders' Meeting within two months after occurrence of such event.

If the Corporation is unable to hold a Shareholders' Meeting within the prescribed term as set forth above, the Corporation shall report it to the local branch of CSRC and Shenzhen Stock Exchange, make an announcement on it and explain the reasons."

The original of the Article 6 of the Rules of the Shareholders'Meeting of JMC is shown as follows:

"Article 6

The Board of Directors of the Corporation shall convene the shareholders' meetings on timely basis within the prescribed term as set forth in the Article 2 and Article 3 herein."

The revised Article 6 is shown as follows:

"Article 6

The Board of Directors of the Corporation shall convene the shareholders' meetings on timely basis within the prescribed term as set forth in the Article 4 herein. "

The original of the Article 31 of the Rules of the Shareholders'Meeting of JMC is shown as follows:

"Article 31

When a shareholder has interest on the matters proposed at the shareholders' meeting, the interested shareholder shall withdraw from the voting, and the voting shares represented by him shall not be counted into the total number of the voting shares held by the shareholders present at the meeting.

The shares of the Corporation held by the Corporation shall have no voting rights, and the shares thereof shall not be counted into the total number of the voting shares held by the shareholders present at the meeting. "

The revised Article 31 is shown as follows:

"Article 31

When a shareholder has interest on the matters proposed at the shareholders' meeting, the interested shareholder shall withdraw from the voting, and the voting shares represented by him shall not be counted into the total number of the voting shares held by the shareholders present at the meeting.

The votes casted by medium and small investors shall be separately counted when material matters affecting the interests of medium and small investors are being deliberated at the Shareholders' Meeting. The results of the separate vote-counting shall be publicly disclosed in a timely manner.

The shares of the Corporation held by the Corporation shall have no voting rights, and the shares thereof shall not be counted into the total number of the voting shares held by the shareholders present at the meeting.

The Board of Directors, Independent Directors and other qualified shareholders may solicit the voting rights from the Corporation's shareholders. To solicit voting rights, details of voting intention and other information shall be disclosed to the shareholders being solicited, and it is forbidden to use the means of compensation or disguised compensation when soliciting the voting rights from the Corporation's shareholders. The Corporation shall not restrict minimum shareholding percentage on solicited voting rights."

The original of the Article 44 of the Rules of the Shareholders'Meeting of JMC is shown as follows:

"Article 44

Where a resolution of a shareholders' meeting or of the Board of Directors of the Corporation violates laws or administrative regulations, the shareholders shall have the right to plead the People's Court to judge it null and void.

Where the procedures for convening and the voting form of a shareholders' meeting or meeting of the Board of Directors violate laws, administrative regulations or these Articles of Association, or the resolution is in violation of these Articles of Association, the shareholders shall have the right, within 60 days as of the day when the resolution is made, to request the People's Court to revoke it. "

The revised Article 44 is shown as follows:

"Article 44

A resolution of a shareholders' meeting that violates laws or administrative regulations is null and void.

The controlling shareholder and actual controlling party shall not restrict or obstruct medium and small investors to exercise their voting rights according to the law, and not impair the lawful rights and interests of the Corporation and the medium and small investors.

Where the procedures for convening and the voting form of a shareholders' meeting or meeting of the Board of Directors violate laws, administrative regulations or these Articles of Association, or the resolution is in violation of these Articles of Association, the shareholders shall have the right, within 60 days as of the day when the resolution is made, to request the People's Court to revoke it. "

10. Eight Provisions

The Board of Directors approved 2014 Year-end Eight Accounting Provisions & Write-off proposal.

At the end of 2014, JMC will accrue bad debt provision of RMB 0.92 million, write off bad debt provision of RMB 0.84 million; accrue obsolete inventory provision of RMB 28.41 million, write off obsolete inventory provision of RMB 14.49 million; accrue fixed assets provision of RMB 3.51 million, write off fixed assets provision of RMB 41 million; accrue goodwill provision no more than RMB 86 million, and the final result is subject to the external auditor's confirmation. Balance of 2014 year-end eight provisions will increase to about RMB 150.53 million.

The Board of Directors believes that the foregoing provision accruals and write-offs are consistent with JMC's actual needs and situation.

There were 9 votes in favor of the proposal, 0 vote against, and 0 abstention.

The accrual of RMB 28.41 million obsolete inventory provision primarily reflects unique parts for Stage III emissions will become obsolete in 2015 when emission upgraded to Stage IV, materials of overdue claim period and with quality issues and obsolete materials; the write-off of RMB 14.49 obsolete inventory provision primarily reflects confirmed unusable scrap parts and obsolete materials for design changes; the accrual of RMB 3.51 million fixed assets provision primarily reflects equipments that are presently not used due to design changes or require high cost repair, the write-off of RMB 41 million fixed assets provision reflects disposal of idle equipment due to Transit Plant relocation; the accrual of no more than RMB 86 million goodwill provision primarily reflects goodwill impairment due to the relevant goodwill impairment test on the goodwill of approximately RMB 89 million arose from the acquisition of JMC Heavy Duty Vehicle Co., Ltd. ("JMCH") at the beginning of 2013 because of JMCH is now under construction. The eight provision accruals and write-offs have a negative impact of about RMB 118.84 million on profit before taxes of JMC in 2014.

11. Personnel Proposal Approval

The Board of Directors accepted Ms. Liu Nianfeng's resignations from Executive Vice President and Member of Executive Committee of the Company due to work rotation.

Per President Yuan-Ching Chen's nomination, the Board of Directors appointed Mr. Jin Wenhui as Executive Vice President and Member of Executive Committee of the Company.

Given that Ms. Liu Nianfeng has resigned from her position in the Company due to work rotation, the Board of Directors approved to nominate Mr. Jin Wenhui as a Director of Halla Visteon Air-conditioning (Nanchang) Co., Ltd., a joint-stock company of JMC.

The personnel changes shall enter into effect as of January 1, 2015.

There were 9 votes in favor of the proposal, 0 vote against, and 0 abstention.

Ms. Liu Nianfeng will not hold any post in the Company after her resignation.

Mr. Jin Wenhui's Resume:

Mr. Jin Wenhui, born in 1967, is a senior engineer and holds a Bachelor's Degree in Mechanical Manufacturing and a Master's Degree in Mechanical Engineering from Huazhong University of Science and Technology. Mr. Jin Wenhui has held various positions including Chief of JMC Die Center, Chief of Manufacturing Department, Assistant to the President for JMC and Vice General Manager of Jianging-Isuzu Motors Company Limited, Director, General Manager of JMCG Jingma Motors Co., Ltd., Executive Vice General Manager of Jiangxi-Isuzu Motors Co., Ltd.Mr. Jin Wenhui does not hold any share of the Company, and in the recently three years, has not ever received any administrative penalties for violation of the applicable securities laws, regulations or rules. Mr. Jin Wenhui's qualification complied with the relevant requirements of the Company Law of PRC and other applicable laws, regulations or rules.

V. Opinions from Independent Directors

Independent Directors Wang Xu, Lu Song and Wang Kun expressed their opinions on the above-mentioned related party transaction and personnel proposal as follows:

1. We have been informed of the meeting agenda prior to the meeting;

2. We have known the Fifth Amendment to the Joint Development Agreement between Ford Motor Company and JMCand believe that the technology development fee paid to Ford is reasonable according to the Agreement;

3. We have known the related party transaction with JMCG Finance Company, and believe that it is reasonable that JMC increases the deposit limit in JMCG Finance Company in line with the Company's sales expansion and cancel the limit of revenue settled through JMCG Finance Company in proportion of JMC total revenue. The Risk Management Plan on JMC's Deposit in JMCG Finance Company formulated by the Company can pervert effectively, control and resolve funding risk in time, ensure the funding safety and protect the interests of medium and small shareholders and the Company. It ensures the funding risk lowest that JMCG will undertake unconditionally joint and several liabilities for guarantee responsibility concerning the debts, obligations and responsibilities of JMCG Finance Company to JMC generated from the related transaction;

4. We have known the routine related party transactions of the Company, and believe that the routine related party transaction framework proposal is necessary for the Company's daily operation and reasonable, and voting procedures of the proposal complies with the relevant requirements of the laws & regulations, and

5. After review of Mr. Jin Wenhui'sresume, we didn't find any situations stipulated in Article 147 of the Company Law and other restrictions on appointment of a listed company's senior executive; and the procedure of the appointment of Mr. Jin Wenhuicomplied with the relevant requirements of the Articles of Association of JMC.

Board of Directors

Jiangling Motors Corporation, Ltd.

December 16, 2014

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