Share’s code: 000550 Share’s Name: Jiangling Motors No.: 2025-042
200550 Jiangling B
Jiangling Motors Corporation, Ltd.
Public Announcement on Proposed Capital Increase
in the Controlled Subsidiary and Related Party Transactions
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 of Related Party Transactions
i. Basic information of related party transactions
In order to meet the needs of the Company's passenger vehicle business development, Jiangling
Motors Co., Ltd. (hereinafter referred to as "JMC" or "the Company"), Jiangling Motors Sales Co.,
Ltd. (a wholly-owned subsidiary of the Company), and Ford Motor Sales Service (Shanghai) Co.,
Ltd. (a wholly-owned subsidiary of Ford Motor Company) entered into the Distribution Service
Contract for JMC Ford Brand Vehicles to authorize Ford Motor Sales Service (Shanghai) Co., Ltd.
to provide full-scale distribution services for the Ford branded passenger vehicles and Ford
branded pickups manufactured by JMC.
The Company planned to jointly increase capital with Ford Motor Company (hereinafter referred
to as “Ford”) at their original shareholding ratios to the Company’s controlling subsidiary,
Jiangling Ford Automobile Technology (Shanghai) Co., Ltd. (hereinafter referred to as “Jiangling
Ford (Shanghai)”. The Company will contribute RMB 126,378 million through debt-to-equity
conversion, while Ford will invest RMB 121,422 in cash to settle the liabilities of Jiangling Ford
(Shanghai). Upon completion of this capital increase, the Company will remain a 51% equity
stake in Jiangling Ford (Shanghai), maintaining its current ownership ratio unchanged.
ii. Basic information of Related Relationships
Ford holds 32% of the Company’s equity and is the second largest shareholder of the Company,
therefore, the distribution services authorized by this time and the capital increase to the
subsidiary constitute related party transactions.
iii. Relevant procedures to be performed for these transactions
1. These transactions have been reviewed and approved by the 2025 Second Special Meeting of
the Independent Directors of the Company, and the Independent Directors unanimously agreed to
submit it to the Board of Directors for review.
2. The Board of Directors of the Company reviewed and approved, in form of a paper meeting on
September 22, 2025, the Distribution Service Contract for JMC Brand Vehicles among the
Company, Jiangling Motor Sales Co., Ltd. and Ford Motor Sales Service (Shanghai) Co., Ltd., as
well as the Revision and Restatement of the Joint Venture and Shareholders' Agreement of
Jiangling Ford Automobile Technology (Shanghai) Co., Ltd. (2025) between the Company and
Ford. During the vote on the above-mentioned proposals, related Directors Mr. Shengpo Wu, Mr.
Ryan Anderson, and Ms. Xiong Chunying withdrew from voting, while all the other Directors
approved these proposals.
3. As the amount of capital increase to the subsidiary exceeds 5% of the Company's audited net
assets at the end of last year, this capital increase transaction still needs to be submitted to the
shareholders' meeting of the Company for approval.
4. These transactions do not constitute a material asset reorganization stipulated in Measures for
the Administration of Material Asset Reorganization of Listed Companies promulgated by CSRC.
II. Distribution Service Contract for JMC Ford Brand Vehicles with Ford
i. Basic information about the parties to the Contract
1. Basic Information
Company Name: Ford Motor Sales Service (Shanghai) Co., Ltd.
Registration place: Unit 03, 36th Floor, Shanghai Information Tower, No. 211 Century Avenue,
China (Shanghai) Pilot Free Trade Zone.
Date of establishment: April 12, 2019
Legal representative: Shengpo Wu
Enterprise Type: Limited Liability Company (wholly foreign-owned enterprise), a wholly owned
subsidiary of Ford
Business Scope: Engineering and technical research and experimental development; sales of
vehicles, new energy vehicles, auto parts, etc.
For information about Ford, please refer to the relevant introduction in the next section.
Company Name: Jiangling Motors Sales Co., Ltd.
Registration place: JMC Building, No. 2111 Yingbin Middle Avenue, Nanchang City, Jiangxi
Province, People’s Republic of China.
Date of establishment: October 11, 2013
Legal representative: Zhong Junhua
Enterprise Type: Limited Liability Company, a wholly owned subsidiary of the Company
Business Scope: Sales of vehicles and auto parts.
2. Financial condition
Please refer to the 2025 Half-year Report of JMC published by the Company on August 26, 2025
on the website www.cninfo.com.cn. for the financial data of Jiangling Motors Sales Co.,