JIANGLING MOTORS CORPORATION, LTD. Share's code： | 000550 | Share's Name： | Jiangling Motors | No.： | 2015-016 |
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 fourth 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 March 16, 2015.
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 March 26, 2015. 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. Chairman Wang Xigao and Director Wang Kun did not attend this meeting, and they authorized Director Qiu Tiangao to represent them at this meeting.
IV. Resolutions
The directors present at the meeting approved the following resolutions based on their discussion:
1. J22 Program Long Lead Funding Approval
The Board of Directors approved the J22 Program long lead funding of RMB 67 million.
There were 9 votes in favor of the proposal, 0 vote against, and 0 abstention.
J22 is a JMC-branded light bus commercial vehicle. The purpose of the program is to expand JMC product portfolio by offering a price competitive JMC-branded light bus model to meet customer needs. The program long lead funding will be spent mostly in relevant engineering development and tooling.
2. J24 Program Long Lead Funding Approval
The Board of Directors approved the J24 Program long lead funding of RMB 46 million.
There were 9 votes in favor of the proposal, 0 vote against, and 0 abstention.
The purpose of the program is to meet the requirements of Stage V Emission Standards by equipping Baodian Pickup with 4D30 engine, and maintain Baodian's position in domestic mid-end pickup segment. The program long lead funding will be spent mostly in relevant engineering development.
3. J25 Program Long Lead Funding Approval
The Board of Directors approved the J25 Program long lead funding of RMB 250 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 Yuhu pickup products, meet the requirements of Stage V Emission Standards and improve JMC pickup products competitiveness in mid-end and high-end pickup segments. The program long lead funding will be spent mostly in relevant engineering development and facilities & tooling.
4. Transit Plant Land Disposal Approval
The Board of Directors agreed the total evaluation price of RMB 135 million for Transit Plant Land, which also includes buildings and relocation compensation, and authorized Chairman Wang Xigao to sign Transit Plant Land Disposal Agreement with the Government.
There were 9 votes in favor of the proposal, 0 vote against, and 0 abstention.
Transit Plant was used to manufacture Ford Transit vehicles. The manufacture of Ford Transit vehicles had been relocated to JMC Xiaolan Plant in August 2013. After the relocation, the idled Transit Plant land shall be repossessed by Land Office of Nanchang City. The net book value of the Transit Plant land and buildings is about RMB 90 million. Being deducted the transaction related taxes and fees, per the aforesaid evaluation price, the transaction will have positive impact of approximate RMB 37 million on JMC profit before tax.
5. Continue Appointment of External Auditor and Internal Control Auditor
The Board of Directors approved retaining PricewaterhouseCoopers Zhong Tian CPAs LLP as external auditor from 2016 to 2018 with annual audit fee of RMB 1.90 million and to submit this proposal to Shareholder's meeting for approval.
The Board of Directors approved retaining PricewaterhouseCoopers Zhong Tian CPAs LLP as the C-Sox Auditor from 2016 and 2018, with an annual audit fee of RMB 550,000 and to submit this proposal to Shareholders' meeting for approval.
There were 9 votes in favor of the proposal, 0 vote against, and 0 abstention.
The Independent Directors of the Company, Ms. Wang Xu, Mr. Lu Song, Ms. Wang Kun, agreed the continue appointment of external auditor and internal control auditor.
The proposal shall be submitted to2014 Annual Shareholders' meeting of JMC for approval.
6. Personnel Proposal
The Board of Directors accepted Mr. John Scholtes's resignation from Vice President due to work rotation.
Per President Yuan-Ching Chen's nomination, the Board of Directors appointed Mr. Tim Slatter as a Vice President of the Company.
Given that Mr. Lai Changfa had resigned from his position of Halla Visteon Air-conditioning (Nanchang) Co., Ltd., associate of the Company, due to work rotation, the Board of Directors approved to nominate Mr. Dennis Leu as a Director of Halla Visteon Air-conditioning (Nanchang) Co., Ltd.
The personnel changes shall enter into effect as of April 1, 2015.
There were 9 votes in favor of the proposal, 0 vote against, and 0 abstention.
The Independent Directors of the Company, Ms. Wang Xu, Mr. Lu Song, Ms. Wang Kun, agreed the personnel proposal.
John Scholtes will not hold any position in the Company after his resignation.
Mr. Tim Slatter's Resume:
Mr. Tim Slatter, born in 1974, holds a Bachelor's Degree in Automotive Engineering and Design from Coventry University, U.K. Mr. Tim Slatter has held various positions including Manufacturing Process Development Engineer of Renault Company, Engineer, Gasoline/Diesel Powertrain Control System Integration Supervisor, Powertrain Installation Manager, Global Exhaust Engineering Manager of Ford Europe, Powertrain Programs and Integration Chief Engineer of Ford AP. Mr. Tim Slatter 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. Tim Slatter's qualification complied with the relevant requirements of the Company Law of PRC and other applicable laws, regulations or rules.
7. Donation to the Hope School Project
The Board of Directors approved thedonation of RMB 5 million to support renovation of Changleng Central Primary School located in Xinjian County, Nanchang City.
There were 9 votes in favor of the proposal, 0 vote against, and 0 abstention.
Nanchang City is leading a charity project to renovate the facilities of schools in Xinjian County. It is proposed for JMC to join this charity project. Xinjian County Changleng Central Elementary School, Nanchang City, funded in 1973, is a major school for children of migrant workers in the Nanchang area. The school presently has over 1,200 students and teachers. The students of this school, however, cannot receive an adequate education due to aged and improper facilities. The School is seeking for help from all sectors of the community to renew its facilities to improve teaching and learning environment. As a backbone enterprise in Jiangxi province, this charity contribution will strengthen JMC's corporate citizenship image, establish a more close relationship with local community, and enhance JMC's enterprise culture of 'Repay to the Society'.
V. Opinions from Independent Directors
Independent Directors, Ms. Wang Xu, Mr. Lu Song and Ms. Wang Kun, expressed their opinions on the appointment of senior management at this meeting as follows:
1. We have been informed of the meeting agenda prior to the meeting;
2. After review of Mr. Tim Slatter'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. Tim Slattercomplied with the relevant requirements of the Articles of Association of JMC.
Board of DirectorsJiangling Motors Corporation, Ltd.
March 28, 2015
|
distributed by
|
