1、 1 Jiangling Motors Corporation, Ltd. 2017 Annual Report March 2018 2 Chapter I Important Notes, Contents and Abbreviations Important Note The Board of Directors and its members, the Supervisory Board and its members, and the senior executives are jointly and severally liable for the truthfulness, a

2、ccuracy and completeness of the information disclosed in the report and confirm that the information disclosed herein does not contain any false statement, misrepresentation or major omission. Chairman Qiu Tiangao, CFO Gong Yuanyuan and Chief of Finance Department, Xie Wanzhao, confirm that the Fina

3、ncial Statements in this Annual Report are truthful and complete. All Directors were present at the Board meeting to review this Annual Report. The prospective description regarding future business plan and development strategy in this report does not constitute virtual commitment. The investors sha

4、ll pay attention to the risk. All financial data in this report are prepared under International Financial Reporting Standards (IFRS) unless otherwise specified. The Annual Report is prepared in Chinese and English. In case of discrepancy, the Chinese version will prevail. The year 2017 profit distr

5、ibution proposal approved by the Board of Directors is as follows: A cash dividend of RMB 3.2 (including tax) will be distributed for every 10 shares held based on the total share capital of 863,214,000 shares, and there is no stock dividend. The Board decided not to convert capital reserve to share

6、 capital this time. 3 Contents Chapter I Important Notes, Contents and Abbreviations . 2 Chapter II Brief Introduction and Operating Highlight . 4 Chapter III Operating Overview . 6 Chapter IV Management Discussion and Analysis . 7 Chapter V Major Events . 16 Chapter VI Share Capital Changes & Share

7、holders . 26 Chapter VII Preferred Shares . 30 Chapter VIII Directors, Supervisors, Senior Management and Employees . 30 Chapter IX Corporate Governance Structure . 40 Chapter X Corporate Bond . 47 Chapter XI Financial Statements . 47 Chapter XII Catalog on Documents for Reference . 48 Abbreviations

8、: JMC, or the Company Jiangling Motors Corporation, Ltd. JMH Jiangling Motor Holding Co., Ltd. Ford Ford Motor Company CSRC China Securities Regulatory Commission JMCG Jiangling Motors Company (Group) JMCH JMC Heavy Duty Vehicle Co., Ltd. EVP Executive Vice President CFO Chief Financial Officer VP V

9、ice President 4 Chapter II Brief Introduction and Operating Highlight 1. Companys Information Shares name Jiangling Motors, Jiangling B Shares Code 000550, 200550 Place of listing Shenzhen Stock Exchange Companys Chinese name 江铃汽车股份有限公司 English name Jiangling Motors Corporation, Ltd. Abbreviation JM

10、C Company legal representative Qiu Tiangao Registered Address No. 509, Northern Yingbin Avenue, Nanchang City, Jiangxi Province, P.R.C Postal Code of Registered Address 330001 Headquarters Address No. 509, Northern Yingbin Avenue, Nanchang City, Jiangxi Province, P.R.C Postal Code of Headquarters Ad

11、dress 330001 Website http:/ E-mail 2. Contact Person and Method Board Secretary Securities Affairs Representative Name Wan Hong Quan Shi Address No. 509, Northern Yingbin Avenue, Nanchang City, Jiangxi Province, P.R.C No. 509, Northern Yingbin Avenue, Nanchang City, Jiangxi Province, P.R.C Tel 86-79

12、1-85266178 86- Fax 86- 86- E-mail 3. Information Disclosure and Place for Achieving Annual Report Newspapers for information disclosure China Securities, Securities Times, Hong Kong Commercial Daily Website designated by CSRC for publication of JMCs Annual Report

13、http:/ Place for Achieving Annual Report Securities Department, Jiangling Motors Corporation, Ltd. 4. Changes of Registration Organization Code 9469438 Changes of Controlling Shareholders On December 1, 1993, JMC A shares were listed on Shenzhen Stock Exchange, while JMCG, the founder-mem

14、ber, was the controlling shareholder of the Company. On September 29, 1995 and November 12, 1998, JMC issued additional 344 million B shares totally, while, after 5 the additional B share issuance, JMCG and Ford were the controlling shareholders of the Company. On December 8, 2005, the 354.176 milli

15、on JMC shares held by JMCG, the former controlling shareholder, were transferred to JMH. Presently, JMH and Ford are the controlling shareholders of the Company. 5. Other Information Accounting Firm Appointed by JMC for Audit Name PricewaterhouseCoopers Zhong Tian LLP (PwC Zhong Tian) Headquarters a

16、ddress 11th Floor, PricewaterhouseCoopers Center, 202 Hu Bin Road, Shanghai City, P.R.C. Names of Signed Accountants Lei Fang, Shen Jie 6. Main accounting data and financial ratios Unit: RMB 000 2017 2016 Change (%) 2015 Revenue 31,345,747 26,633,949 17.69% 24,527,893 Profit Attributable to the Equi

17、ty Holders of the Company 690,938 1,318,016 -47.58% 2,222,061 Net Cash Generated From Operating Activities 674,588 4,593,000 -85.31% 1,924,474 Basic Earnings Per Share (RMB) 0.8 1.53 -47.58% 2.57 Diluted Earnings Per Share (RMB) 0.8 1.53 -47.58% 2.57 Weighted Average Return on Equity Ratio 5.51% 10.

18、74% -5.23% 19.56% End of Year 2017 End of Year 2016 Change (%) End of Year 2015 Total Assets 26,383,761 24,493,789 7.72% 21,050,726 Shareholders Equity Attributable to the Equity Holders of the Company 12,572,402 12,409,236 1.31% 11,981,142 Accounting data difference between China GAAP and IFRS I. D

19、ifferences in net profit and net assets in financial statements between in accordance with international accounting standards and Chinese accounting standards Applicable Not Applicable 6 II. Differences in net profit and net assets in financial statements between in accordance with overseas accounti

20、ng standards and Chinese accounting standards Applicable Not Applicable Main accounting data quarterly Unit: RMB000 Q1 Q2 Q3 Q4 Revenue 8,155,676 7,510,800 6,768,706 8,910,565 Profit Attributable to the Equity Holders of the Company 228,608 324,295 90,628 47,407 Net Cash Generated From Operating Act

21、ivities -879,487 -19,914 -485,747 2,059,736 Chapter III Operating Overview 1. Companys Core Business during the Reporting Period JMCs core business is production and sales of commercial vehicles, SUV and related components. JMCs major products include JMC series light truck, heavy truck, pickup and

22、light bus; Yusheng SUV; Ford-brand light bus, MPV and SUV. The Company also produces and sells engines, castings and other components for sales to domestic and overseas markets. 2. Major Change of Main Assets I. Major Change of Main Assets Theres no major change of main assets during the reporting p

23、eriod. II. Main Overseas Assets Applicable Not Applicable 3. Core Competitiveness Analysis JMC is a sino-foreign joint venture auto company with R&D, manufacturing and sales operations. With leading position and advanced technology of commercial vehicles, JMC is China auto industry pioneer providing

24、 excellent products and solutions to smart logistics, which is certificated as a national high-tech enterprise, national innovative pilot enterprise, national enterprise technology centre, national industrial design centre, national intellectual property demonstration enterprises and national automo

25、bile export base; and had been ranked among the top 100 most valuable global brands for consecutive years. On traditional business, with the support from Fords advanced technology and management experience, JMCs influence over auto industry is improving steadily, 7 making considerable progress both

26、in new product development and technical equipment. Series of Ford new products such as Ford brand MPV Tourneo, Ford new Transit AT, JMC Teshun, brand new Yuhu pickup and heavy truck Weilong launched further improved JMCs competence on R&D and manufacturing. The first JMC heavy truck Jiangling Weilo

27、ng is awarded 2018 China Truck of the Year and The Most Potential Heavy Truck. The self-developed Kai Rui 800 and Yu Sheng S350 won the first prize of the Jiang Xi provincial Science and Technology Progress Award and Jiang Xi provincial Patent Award, which fully showed JMCs leading technology in lig

28、ht commercial vehicle field and self innovation capability. High standard Xiaolan manufacturing site continues to expand modern plants of vehicle, engine and frame, which will further ensure JMCs product production and quality improvement. With the construction of Fushan new energy plant, JMC will d

29、eliver more new energy vehicles in the future which will lay a solid foundation for JMCs sustainable and healthy growth. While continuous consolidating the traditional advantages, JMC has been developing new business areas and innovative business models in response to the new trend of overseas and d

30、omestic industries. Participation of global smart driving competition, exploration of ADAS mass production plan and autonomous driving Demo scheme, reached strategic partnership with internet city freight platform and cold chain technology companies to discover new business model and analysis and ap

31、plication of internet and big data. These explorations will lay the foundation for JMCs transformation into the strategic vision of to be the best partner for mobility and smart logistic solutions. Chapter IV Management Discussion and Analysis 1. Summary In 2017, benefited from the stable economic g

32、rowth in China, its automotive market maintains soften growth. Total sales volume was 28.88 million units, increased 3.04% compared with last year. During the reporting period, to cope with more severe competition, more stringent regulatory requirement and intensifying cost pressures, the Company fo

33、cused on quality improvement, new product development, operating cost control and production efficiency enhancement. Simultaneously, the Company introduced series of sales policy to respond the market risk. In 2017, JMC achieved sales volume of 310,028 units, increased 10.32% compared with last year

34、, achieved revenue of RMB 31.35 billion, increased 17.69% compared with last year, achieved net profit of RMB 0.69 billion, decreased 47.58% compared with last year. It mainly reflects: I. More R&D and exploration expense on new product, technology and business to improve product core competitivenes

35、s in order to conform the auto trend of intelligence, netlink, electrification and sharing; II. Marketing expense increased and sales structure changed to compete in the very challenging market brought by the new entrants of auto industry and price strategy of traditional competitors. 2. Core Busine

36、ss Analysis 8 I. Summary In 2017, JMC sales volume achieved 310,028 units, increased 10.32% compared with last year, including 108,953 units truck, 72,205 units pickup, 39,119 units SUV, 58,601 units Transit CV and 31,150 units JMC light bus. 2017 total production volume was 311,180 units, increased

37、 10.56% compared with last year, including 109,155 units truck, 72,929 units pickup, 37,744 units SUV, 58,635 units Transit CV and 32,717 units light bus. JMC total sales revenue in 2017 was RMB 31.35 billion, increased 17.69% compared with last year. II. Revenue and Cost (a) Composition of Sales Re

38、venue Unit: RMB 2017 FY 2016 FY YOY change (%) Amount Proportion (%) Amount Proportion (%) Revenue 31,345,746,762 100% 26,633,948,551 100% 17.69% By Industry Automobile Industry 31,345,746,762 100% 26,633,948,551 100.00% 17.69% By Products Vehicle 28,390,845,975 90.58% 23,876,058,142 89.64% 18.91% C

39、omponents 2,624,216,802 8.37% 2,369,645,586 8.90% 10.74% Material & Others 330,683,985 1.05% 388,244,823 1.46% -14.83% By region China 31,345,746,762 100% 26,633,948,551 100.00% 17.69% (b) Reach to 10% of Revenue or Profit by Industry, Product or Region Applicable Not Applicable Unit: RMB Turnover C

40、ost Gross Margin Y-O-Y turnover change (%) Y-O-Y Cost Change (%) Y-O-Y gross margin change (points) By Industry Automobile Industry 31,345,746,762 25,045,089,962 20.10% 17.69% 21.50% -2.51% By Products Vehicle 28,390,845,975 22,847,921,018 19.52% 18.91% 22.66% -2.47% By Region 9 China 31,345,746,762

41、 25,045,089,962 20.10% 17.69% 21.50% -2.51% If the Companys core business scope is adjusted during the reporting period, the Companys core business data of last year need to be adjusted per the scope in this year Applicable Not Applicable (c) Whether Companys Goods Revenue Higher Than Service Revenu

42、e Yes No Industry Item Unit 2017 2016 Change (%) Automobile Sales volume unit 310,028 281,019 10.32% Production volume unit 311,180 281,463 10.56% Explanation on YOY change of over 30% Applicable Not Applicable (d) Execution of Companys Signed Major Sales Contract Applicable Not Applicable (e) Compo

43、sition of Operating Cost Unit: RMB Product 2017 FY 2016 FY YOY change（%） Cost Proportion (%) Cost Proportion (%) Vehicle 22,847,921,018 91.23% 18,626,319,979 90.36% 22.66% Components 1,892,879,763 7.56% 1,718,540,492 8.34% 10.14% Material & Others 304,289,181 1.21% 267,862,469 1.30% 13.60% (f) Wheth

44、er Consolidated Scope was Changed During the Reporting Period Yes No (g) Major Change or Adjustment on Business, Products or Services During the Reporting Period Applicable Not Applicable (h) Main Customers and Suppliers Top 5 Customers: Total sales value to top 5 customers（RMB） 3,417,252,406 Accoun

45、ted for the proportion of JMCs total annual turnover 10.90% Included related party transaction accounted for the proportion of JMCs total annual turnover 3.34% No. Name of the Customer Sales Value (RMB) Percentage of JMCs Total Turnover (%) 10 1 Zhejiang Jiangling Motors Sales Company 1,075,680,767

46、3.43% 2 JMCG Import & Export Co., Ltd. 1,047,618,050 3.34% 3 Hunan Transit Jiangling Motors Sales Company 481,531,654 1.54% 4 Shanghai Keda Zhoupu Auto Sales Company 446,417,280 1.42% 5 Henan Province Fushun Jiangling Motors Sales Company 366,004,655 1.17% Total 3,417,252,406 10.90% Other introducti

47、on to main customers Applicable Not Applicable JMIE is a related party of the Company. EVP Xiong Chunying hold the position of director of JMIE. Top 5 Suppliers: Total purchase value from top 5 suppliers（RMB） 4,248,790,687 Accounted for the proportion of JMCs total annual purchase amount 18.19% Incl

48、uded related party transaction accounted for the proportion of JMCs total annual purchase amount 14.88% No. Name of the Supplier Purchase Value (RMB) Percentage of JMCs Total Annual Purchase Amount (%) 1 Nanchang Bao-jiang Steel Processing & Distribution Co., Ltd. 943,608,096 4.04% 2 Jiangxi Jiangli

49、ng Chassis Company 888,703,227 3.80% 3 Ford Motor Company 830,602,559 3.56% 4 GETRAG (Jiangxi) Transmission Company 813,925,560 3.48% 5 Bosch Auto Diesel System Company 771,951,245 3.31% Total 4,248,790,687 18.19% Other introduction to main suppliers Applicable Not Applicable Except Bosch Auto Diese

50、l System Company, the other four suppliers are related parties of the Company. 11 III. Expense Analysis Unit: RMB000 2017 2016 YOY Change Major Changes Explanation Distribution Expenses 2,694,779 1,961,535 37.38% The Company carried out a variety of promotional activities to cope with the competitiv

51、e environment where the domestic automobile market situation changed and competition intensified in 2017; the Companys variable marketing expenses increased due to higher sales volume. Administrative Expenses 2,744,600 2,498,485 9.85% Finance Income-net -239,221 -219,635 -8.92% IV. Research & Develo

52、pment In 2017, JMC continued to focus on development of new product programs. Product related spending centered at future product development and compliance with regulatory requirements, including new model, increased payloads, new styling, and improved power, etc., ensuring the Company is compliant

53、 with stringent environmental and safety regulations. The competitive R&D will ensure the Companys volume and profit growth in the future. Development expenditure in 2017 was 2,055 million, representing 16.34% of net assets, or 6.56% of revenue. R&D 2017 2016 Change (%) R&D Staff (person) 2,417 2,22

54、5 8.63% R&D Staff as % of total employees 13.94% 13.19% 0.75% R&D Investment (RMB) 2,054,740,061 1,937,312,797 6.06% R&D Investment as % of revenue 6.56% 7.27% -0.71% Capitalization of R&D investment (RMB) 58,010,234 124,586,552 -53.44% Capitalization of R&D investment as % of R&D Investment 2.82% 6

55、.43% -3.61% Major change of R&D Investment as % of revenue Applicable Not Applicable Major change of capitalization of R&D investment Applicable Not Applicable See the note 14 (b) to Financial Statements for major change of capitalization of R&D investment. 12 V. Cash Flow Analysis Unit: RMB000 Item

56、 2017 2016 YOY Change Net cash generated from operating activities 674,588 4,593,000 -85.31% Net cash used in investing activities -669,656 -875,148 23.48% Net cash used in financing activities -533,431 -899,670 40.71% Net (decrease)/increase cash and cash equivalents -528,499 2,818,182 -118.75% Exp

57、lanation on the major factors regarding major change of related data Applicable Not Applicable Net cash generated from operating activities decreased by RMB 3,918 million, down 85.31% vs. 2016, mainly reflecting the increase of receivable generated from higher sales volume and fleet sales and payabl

58、e to suppliers. Cash flows from financing activities decreased by RMB 366 million, down 40.71% vs. 2016, mainly reflecting the decrease of dividend paid to the shareholders of the company. Explanation on significant difference between net cash generated from operating activities and net profit durin

59、g the reporting period Applicable Not Applicable 3. Non- core business analysis Applicable Not Applicable Unit: RMB Item Amount Proportion Explanation Sustainability （Y/N） Non-operating Revenue 637,346,229 83.66% Government subsidies to support company development Y 4. Analysis of Assets and Liabili

60、ties I. Major changes Unit: RMB000 Asset item December 31, 2017 December 31, 2016 YOY Major Changes Explanation Proportion change Amount Proportion Amount Proportion (Points) Property, plant and equipment 6,714,088 25.45% 6,688,530 27.31% -1.86% Inventories 2,339,304 8.87% 1,934,092 7.90% 0.97% Trad

61、e, other receivables and prepayments 4,555,934 17.27% 2,625,808 10.72% 6.55% Due to higher sales volume and fleet sales Cash and cash equivalents 11,137,723 42.21% 11,666,222 47.63% -5.42% Trade and other payables 13,222,540 50.12% 11,605,178 47.38% 2.74% Due to the increase of 13 material purchasin

62、g according to the increase of sales volume II. The fair value of the assets and liabilities (not applicable). III. Restriction on Assets Rights as of the End of the Reporting Period There was no major restriction on assets rights as of the end of the reporting period. 5. Investment I. Summary Appli

63、cable Not Applicable II. Obtained Major Equity Investment during the Reporting Period Applicable Not Applicable III. Ongoing Major Non-Equity Investment during the Reporting Period Applicable Not Applicable Project Name Investment Method/ source Fixed Assets (Y/N) Spending in 2017 (RMB mils) Investm

64、ent Committed (RMB mils) Progress Index Xiaolan Plant Self-funded Y 3 1,922 90% Announcement of this project (No:2010-017) was published in the website Http:/ Fushan Plant Self-funded Y - - - Announcement of this project (No:2017-044) was published in the website Http:/ Total 3 1,922 - - IV. Financi

65、al Assets Investment (a) Stock Investment Applicable Not Applicable (b) Derivative Investment Applicable Not Applicable V. Usage of Raised Fund Applicable Not Applicable 6. Sales of Major Assets and Equity I. Sale of Major Assets Applicable Not Applicable II. Sales of Major Equity Applicable Not App

66、licable 14 7. Operating Results of Main Subsidiaries and Joint-Stock Companies whose impact on JMCs net profit more than 10% Unit: RMB Name of Companies Type of Companies Main Business Registered Capital Assets Net Assets Turnover Operating Profit Net Profit Jiangling Motors Sales Corporation, Ltd S

67、ubsidiary Sales vehicle, service parts 50,000,000 4,086,813,808 251,625,936 27,594,937,861 27,213,880 20,202,244 JMC Heavy Duty Vehicle Co., Ltd Subsidiary Product heavy commercial vehicle , engine, component, and related service 281,793,174 2,061,645,065 -327,366,351 239,078,740 -303,330,024 -219,8

68、31,981 Acquisition and disposal of the subsidiary Applicable Not Applicable 8. Structured Entities Controlled by JMC Applicable Not Applicable 9. Outlook I. Industry Competition and Development Trend At present China is still in the stage of industrial and urbanization development, the fundamentals

69、of its long-term economy remain unchanged. Steady domestic demand, encouraged innovation and further deepening of the combination of internet and industrial will continue to benefit Chinas economy toward steady and improvement. The infrastructure construction and logistic industry in China will also

70、 continue to develop which will be good to the stability and development of commercial vehicle segment. Meanwhile, Chinas Car Parc per capita is still lower than worlds average level indicating a strong auto market potential in the future. Currently, automobile industry development is affected by th

71、e urban traffic congestion, environment pollution, purchase tax incentive cancellation and new energy vehicle incentive cancellation gradually. However, as the economic progressing steadily, the consumption level and purchasing power improved, domestic automobile sales volume is expected to achieve

72、higher level. In 2018, sales volume is still expected to continue to grow slightly. The production, sales and use of automobile is significantly changed by the combination of technology revolution characterized by electrification, digital, network and smart and innovative business model featured by

73、platform and sharing. The pattern has continued for several hundred years of auto industry is facing great changes, new energy vehicles and smart internet is becoming a clear direction of auto industry to lead its upgrade, transformation and structure adjustment. II. Corporation Strategy Company tak

74、es to become the best partner for smart mobility and logistics solutions as vision and integrity, innovation and win-win as core value, adopts 15 aggressive strategic actions in smart logistics of commercial vehicles to strengthen its leading position; proactively participates in mobility of passeng

75、er vehicle and tries different business model to build new core competitiveness through new technology application and new business model. JMC will continue to deliver SUV and crossover vehicles with high cost performance and high quality new energy vehicles with smart, environmental, safe and econo

76、mic; participate in smart mobility and logistics service by cutting-edge technology and innovative business model to develop new core competitiveness in auto ecosystem. III. Business Plan The Company is targeting 2018 sales volume level at 340 thousand units and revenue level at RMB 33.5 billion, in

77、creases of 9.67% and 6.87% vs. 2017 respectively. To enhance profitability, the company is committed to the following plans in 2018: (1) Achieve volume and market share targets by enhancing the sales network and sales/marketing activities, especially pushing the third fifth class city dealer network

78、 construction; (2) Well prepared the new products launch plan for Pickup MCA, electric light truck and part of Yusheng upgrade to Stage VI; (3) Continue to improve product quality, pursue cost reduction opportunities, improve manufacturing and operating efficiency to achieve profit and cost targets;

79、 (4) Continue to research, develop and apply new energy, autonomous driving and smart mobility; (5) Continue to promote the new fuel economy and emission compliance program to satisfy regulatory requirements;. (6) Work with technical partners to execute future product development and R&D ability imp

80、rovement; (7) Expand finished vehicle exports and OEM components sales business. IV. Potential Challenges and Solutions In 2017, the Company will continue to face fiercer competition, more stringent regulatory requirements, intensifying cost pressures and a slowdown in Chinas economic growth. To ach

81、ieve steady growth, the Company will continue to focus on the following aspects in 2017: (1) Optimizing companys production system to improve efficiency and product quality; (2) Optimizing dealer network and marketing spending to improve market share; (3) Improve suppliers capability and parts quali

82、ty; continue to reduce parts purchasing cost; (4) Strengthening corporate governance and application of appropriate risk assessment and control mechanisms; (5) Sustaining the expense management and control to optimize the business structure; and (6) Execute companys growth strategies to pursue susta

83、inable and healthy growth. 16 The Company will continue to optimize cost structure, improve production efficiency, mitigate management cost as well as focus on new product development to deliver the launch quality and cost target. With the support from technical partner, the Company continues to pro

84、mote new products development and R&D ability improvement, to accelerate the progress of launching new competitive and profitable products to the market and speed up the exploration and development of heavy truck to enhance the companys influence on commercial vehicles. Meanwhile, the Company will d

85、evote to strengthening dealer network, expanding overseas market and parts business. 10. External research and media interview to the Company I. Table of external research, communication and media interviews with the Company in the reporting period Date Communication Method Type of Object Informatio

86、n Discussed and Materials offered February 9, 2017 On-the-spot research Institution JMC Operating highlights February 23, 2017 On-the-spot research Institution JMC Operating highlights May 11, 2017 On-the-spot research Institution JMC Operating highlights November 1, 2017 On-the-spot research Instit

87、ution JMC Operating highlights Reception times 4 Visiting institution number 22 Visiting person number 0 Other objects 0 Whether to disclose, reveal or divulge the undisclosed material information No Chapter V Major Events 1. Profit distribution and capital reserve conversion regarding common stock

88、Establishment, implementation or adjustment of profit distribution policy, esp. cash dividend distribution policy, regarding common stock during the reporting period Applicable Not Applicable In accordance with the requirements of laws, regulations and the Articles of Association of the Company, the

89、 Companys profit distribution policy maintains continuity and stability, and the Company pays attention to the reasonable return to investors. The Company gives priority to cash dividend, and subject to the provisions of laws, regulations and the Articles of Association of the Company, the Board of

90、Directors can put forward a mid-term or special profit distribution proposal. The Companys profit distribution policy is in line with the CSRCs guidance on encouraging cash dividends for listed companies. Special Explanation on Cash Dividend Policy Whether to comply with the requirements of the Arti

91、cles of Association of JMC or resolution of the Shareholders Meeting (Y/N) Y Whether the standards and proportion of dividends Y 17 on profit distribution are clear (Y/N) Whether the procedures are valid and legal (Y/N) Y Whether the Independent Director fulfil their duties (Y/N) Y Whether middle an

92、d small shareholders have opportunities to claim their appeals and their legal rights and interests are completely protected (Y/N) Y Whether the condition and procedure are reasonable and transparent when the cash dividend policy is being changed (Y/N) Y Profit distribution plan or proposal in the r

93、ecent three years (1) Proposal on 2017 Year Profit Distribution Details on the profit available for appropriation of the Company in 2017 prepared in accordance with the China GAAP and International Financial Reporting Standard (IFRS) are as follows: Unit: RMB000 China GAAP IFRS Retained earnings at

94、Dec. 31, 2016 10,280,496 10,277,287 2017 net profit 690,938 690,938 Allocation of dividend for 2016 526,560 526,560 Retained earnings at Dec. 31, 2017 10,444,874 10,441,665 The upper limit of profit available for distribution was based on the lower of the un-appropriated profit calculated in accorda

95、nce with the China GAAP and that calculated in accordance with IFRS. Therefore, the Companys retained earnings available for distribution as of December 31, 2017 were RMB 10,441,665 thousand. The Board approved to submit to the 2017 Annual Shareholders Meeting the following proposal on year 2017 pro

96、fit distribution: (i). to appropriate for the dividend distribution from the profit available for distribution, which shall be equal to RMB 0.32 per share and shall apply to the Companys total share capital; and (ii). to carry forward the un-appropriated portion to the following fiscal year. Profit

97、distribution proposal: a cash dividend of RMB 3.2 (including tax) per 10 shares will be distributed to shareholders. Based on the total share capital of 863,214,000 shares as of December 31, 2017, total cash dividend distribution amounts shall be RMB 276,228,480. The cash dividend on B share shall b

98、e paid in Hong Kong Dollars and converted at the middle rate of the HK dollars exchange rate against RMB quoted by the Peoples Bank of China on the first working day following the relevant resolution adopted by the Companys Annual Shareholders Meeting. The Board decided not to convert the capital re

99、serve to the share capital this time. (2) 2017 Interim Special Dividend Distribution Plan A cash dividend of RMB 23.17 (including tax) was distributed for every 10 shares held. Based on the total share capital of 863,214,000 shares as of September 30, 2017, the total cash dividend distribution amoun

100、ts were RMB 2,000,066,838. 18 B share dividend was paid in Hong Kong Dollars and converted based on the HKD-to-RMB standard exchange rate published by the Peoples Bank of China on the first working day following the approval on the profit distribution proposal by the Shareholders Meeting of the Comp

101、any. The Board decided not to convert capital reserve to share capital this time. (3) 2016 Year Profit Distribution Plan A cash dividend of RMB 6.1 (including tax) was distributed for every 10 shares held. Based on the total share capital of 863,214,000 shares as of December 31, 2016, the total cash

102、 dividend distribution amounts were RMB 526,560,540. B share dividend was paid in Hong Kong Dollars and converted based on the HKD-to-RMB standard exchange rate published by the Peoples Bank of China on the first working day following the approval on the profit distribution proposal by the Sharehold

103、ers Meeting of the Company. The Board decided not to convert capital reserve to share capital this time. (4) 2015 Year Profit Distribution Plan A cash dividend of RMB 10.3 (including tax) was distributed for every 10 shares held. Based on the total share capital of 863,214,000 shares as of December

104、31, 2015, the total cash dividend distribution amounts were RMB 889,110,420. B share dividend was paid in Hong Kong Dollars and converted based on the HKD-to-RMB standard exchange rate published by the Peoples Bank of China on the first working day following the approval on the profit distribution p

105、roposal by the Shareholders Meeting of the Company. The Board decided not to convert capital reserve to share capital this time. Table of cash dividend in the recent three years Unit: RMB000 Dividends (including tax) for every 10 shares (RMB) Cash dividends (including tax) Profit attributable to the

106、 equity holders of the Company in that year Cash dividend as % of profit attributable to the equity holders of the Company 2017 (proposal) 3.2 276,228 690,938 39.98% 2017 Interim 23.17 2,000,067 N/A N/A 2016 6.1 526,561 1,318,016 39.95% 2015 10.3 889,110 2,222,061 40.01% 2. Proposal on 2017 Year Pro

107、fit Distribution Plan or Capital Reserve Conversion Applicable Not Applicable Please refer to Article 1, Chapter V of this Report. 3. Commitments 19 3.1 Commitments of the Company, the shareholder, the actual controlling party, the acquirer, the Director, the Supervisor, the senior executive or othe

108、r related party of the Company Applicable Not Applicable 3.2 Earnings forecast of the assets or project and the explanations Applicable Not Applicable 4. Non-operating funding in the Company occupied by controlling shareholder and its affiliates Applicable Not Applicable There was no non-operating f

109、unding in the Company occupied by controlling shareholder and its affiliates. 5. Explanation of the Board of Directors, Supervisory Committee and Independent Directors to abnormal opinions from accounting firm Applicable Not Applicable 6. Explanation on the changes of accounting policy, accounting e

110、stimates, estimation method compared with that of last year Applicable Not Applicable There was no change of accounting policy, accounting estimates, estimation method during the reporting period. 7. Explanation on major accounting errors that shall be restated during the reporting period Applicable

111、 Not Applicable There was no major accounting error that shall be restated during the reporting period. 8. Explanation on consolidated scope change compared with that of last year Applicable Not Applicable There was no change on consolidated scope in the reporting period. 9. Appointment or Dismissal

112、 of Accounting Firm Current accounting firm Name PricewaterhouseCoopers Zhong Tian LLP Compensation (RMB000) 1,900 Consecutive years offering audit services 16 Names of signed accountants Lei Fang, Shen Jie Dismissal of accounting firm Applicable Not Applicable Appointment of C-SOX auditor, financia

113、l consultant or sponsor Upon the approval of 2014 Annual Shareholders Meeting, JMC agreed to appoint PwC Zhong Tian as JMCs 2016 to 2018 C-SOX auditor. In 2017, JMC paid RMB 550 thousand to PwC Zhong Tian for the C-SOX audit. 20 10. Suspension and Termination of Listing after Annual Report Disclosed

114、 Applicable Not Applicable 11. Related Matters regarding Bankruptcy Applicable Not Applicable There was no matter involving bankruptcy during the reporting period. 12. Major Litigation or Arbitration Applicable Not Applicable There was no major litigation or arbitration during the reporting period.

115、13. Punishment Applicable Not Applicable Neither JMC nor its Directors or senior management were punished by regulatory authorities during the reporting period. 14. Honesty and credit of JMC and its controlling shareholder or actual controlling party Applicable Not Applicable 15. Implementation of E

116、quity Incentive Plan, Employee Stock Ownership Plan and Other Employee Incentive Method Applicable Not Applicable There was neither equity incentive plan or ESOP, nor other employee incentive method during the reporting period. 16. Major Related Transactions i. Routine related party transactions App

117、licable Not Applicable Transaction Parties Content Relationship Pricing Principle Settlement Method Amount (RMB000) As % of Total Purchases/ Revenue Ford and subsidiaries of Ford Parts and components purchase Controlling shareholder of JMC and subsidiaries of Ford Contracted price D/P & T/T 1,259,12

118、3 5.39% Nanchang Bao-jiang Steel Processing Distribution Co., Ltd. Raw materials purchase Associate of JMCG Contracted price Prepayment 943,608 4.04% Jiangxi Jiangling Chassis Co., Ltd. Parts and components purchase Subsidiary of JMCG Contracted price 60 days after delivery and invoicing 888,703 3.8

119、0% GETRAG (Jiangxi) Transmission Company Parts and components purchase Associate of JMCG Contracted price 60 days after delivery and invoicing 813,926 3.48% Jiangxi Jiangling Special Purpose Vehicle Co., Ltd. Parts and components purchase Subsidiary of JMCG Contracted price 30 days after delivery an

120、d invoicing 764,437 3.27% Jiangxi Jiangling Lear Interior System Co., Ltd. Parts and components purchase Joint venture of JMCG Contracted price 60 days after delivery and invoicing 550,290 2.36% 21 Jiangxi Jiangling Motors Imp. & Exp. Co., Ltd. Sales Associate of JMCG Contracted price 40% of prepaym

121、ent and the remains paid during 30 days after delivery 1,047,618 3.34% ii. Major related party transaction concerning transfer of assets or equity Applicable Not Applicable There was no major related party transaction concerning transfer of assets or equity in the reporting period. iii. Related part

122、y transaction concerning outside co-investment Applicable Not Applicable There was no outside co-investment in the reporting period. iv. Related credit and debt Applicable Not Applicable Is there non-operating related credit and debt? Yes No The Company had no non-operating related credit and debt i

123、n the reporting period. v. Other major related party transactions Applicable Not Applicable The balance amount of bank deposit of the Company in JMCG Finance Company as of the end of the year 2017 was RMB 1,120,806 thousand. The Board of Directors reviewed and approved JMCG Finance Company Continiou

124、s Risk Assessment Report. Please refer to the website for the original of the report which was published on March 24, 2018. 17. Major Contracts and Execution i. Entrustment, contract or lease a. Entrustment Applicable Not Applicable There was no entrustment in the reporting period. b. Contract Appli

125、cable Not Applicable There was no contract in the reporting period. c. Lease Applicable Not Applicable See the note 31 (b) to financial statements for lease of related parties. Project with more than 10% of net profit Applicable Not Applicable There was no lease project with more than 10% of net pro

126、fit in the reporting period. ii Major guarantee Applicable Not Applicable 22 The Company had no outside guarantee in the reporting period. iii. Entrustment on cash asset management a. Trust investment Applicable Not Applicable There was no trust investment in the reporting period. b. Entrusted loan

127、Applicable Not Applicable There was no entrusted loan in the reporting period. iv. Other major contract Applicable Not Applicable 18. Corporation Social Responsibilities I. Corporation Social Responsibilities JMC 2017 Corporation Social Responsibilities Report can be downloaded from JMC official web

128、site: or the website: . II. Targeted measures in poverty alleviation a. Plan on poverty alleviation The Company joined the one-to-one poverty alleviation, depending on JMCG, in Qianmo Village, Dai Jiapu Township, Suichuang County, Jiangxi Province and Xianting Village, Songhu Town, Xinjian District,

129、 Nanchang City in accordance with the working arrangement of Jiangxi Provincial Party Committee and Provincial Government. The overall goal is: to help the poor village to achieve a well-off standard of living before 2020 by cooperating with the local government. b. Summary of poverty alleviation in

130、 2017 The Company regards the realization of precision poverty relief as the basic strategy of precision poverty alleviation. In 2017, there are 4 families or 20 persons in Xianting Village get rid of poverty. c. Status of Year 2017 targeted measures in poverty alleviation Item Unit Amount/Progress

131、I. Brief Introduction including：1. Funding RMB (000) 176.76 2. Sum converted from the materials RMB (000) 2.76 3. Persons get rid of poverty Persons 20 II. Investments 1. Anti-poverty depending on industry development including：1.1 Type 1.2 Projects Number 1.3 Investment amount RMB (000) 1.4 Persons

132、 get rid of poverty Persons 20 2. Anti-poverty depending on employment transfer including：2.1 Investments on vocational skills RMB (000) 2.2 Training persons regarding vocational skills Persons 2.3 Employment Persons Persons 3. Anti-poverty depending on relocation including：3.1 Employment persons am

133、ong relocated persons Persons 23 4. Anti-poverty depending on education including：4.1 Grants in aid to poor students RMB (000) 5.36 4.2 Poor students in aid Persons 4.3 Investments on the improvement of educational source in poverty-stricken area RMB (000) 5. Health Anti-poverty Including: 5.1 Inves

134、tments on medical and health services in poverty-stricken area RMB (000) 6. Ecological protection anti-poverty including：6.1 Project type 6.2 Investment amount RMB (000) 7. Miscellaneous provisions including：7.1 Investments on stay-at-home children, women and elderly RMB (000) 7.2 Number of stay-at-

135、home children, women and elderly in aid Persons 7.3 Investments on poor & disable people RMB (000) 4.36 7.4 Number of poor & disable people in aid Persons 8. Social anti-poverty including：8.1 Investments on cooperation between West China and East China RMB (000) 8.2 Investments on one-to-one anti-po

136、verty RMB (000) 8.3 Investments from anti-poverty charity fund RMB (000) 169.8 9. Other including：9.1.Project Number 9.2.Investment amount RMB (000) 9.3. Persons getting rid of poverty Persons III. Awards d. On-going plan regarding targeted measures in poverty alleviation In 2018, with the help of J

137、MCG and instruction from the government, JMC will lift 2 people from 2 families in Xianting Village out of poverty, pay visit and adopt targeted poverty-alleviation measures to 22 registered poor families. JMC will fund poverty alleviation through education by providing a sound learning environment

138、to students from Xianting Village. III. Environmental protection Whether the Company and affiliates is the key pollution discharge unit published by environmental protection administration? Yes No Name of principal pollutant and specific pollutant Mode of discharge Number of discharge outlet Distrib

139、ution of discharge outlet Discharge concentration Applicable standard for pollutant discharge Total amount of discharge Total amount of discharge audited Excessive discharge Wastewater (COD, NH-N) continuous discharge 6 3 in Mainsite, 1 in Xiaolan Site, 1 in Cast Plant and 1 in Axle Plant COD:183mg/

140、L NH-N:12mg/L “Wastewater Discharge Standard”(GB 8978-1996) COD: 210.72t; NH-N: 3.148t COD721.82t; NH-N17.038t Meet Standard Exhaust gas (SO2,NOx,smoke,toluol, dimethylbenzene, continuous discharge 125 53 in Mainsite, 34 in Xiaolan Site, 33 in Cast Plant and 5 in Axle Plant SO2: 36mg/m3; NOx : 89mg/

141、m3; smoke: 83.9mg/m3; toluol :0.016mg/The Emission Standard of Air Pollutants”,” Emission Standard of Air SO2: 0.48t; NOx : 28.29t SO287.8t; NOx35.53t Meet Standard 24 NMHC） m3; dimethylbenzene:0.090mg/m3; NMHC: 22.6mg/m3 Pollutants for Boiler”（GB 13271-2014） The construction and operation of pollut

142、ant preventive and control facilities Since 2006, JMC has invested more than RMB 30 million to construct seven wastewater treatment stations (including the wastewater treatment station in the east plant area and Xiaolan wastewater treatment station), with the treatment capacity as high as 9,000t/d.

143、The treated wastewater reached the national discharge standard. For up-to-standard emission of waste gases, JMC has taken new control measures over the years. In 2012, the Company invested RMB 10 million to reconstruct the cupola furnace in the casting plant. In 2013, Xiaolan Branch invested RMB 14

144、million to install a TNV waste gas incinerator. In 2014, JMC invested RMB 14.6 million to construct the boiler coal-gas-switch project in the south district. In 2017, the casting plant reconstructed the ventilation & dust removal system for the smelting furnace in the large-size and middle & small-s

145、ized parts workshop, and installed efficient environmental-friendly dust removal equipment, effectively reducing the environmental pollution by dust. For noise reduction, JMC took different measures to reduce the environmental impact, such as increase of protective sound-proof doors & windows, estab

146、lishment of noise enclosure for air blower, installation of muffler and transformation of sound-proof doors & windows. All these measures can make sure up-to-standard discharge of noise at the plant boundary. In the process of waste management, JMC managed from the source, and divided the generation

147、 of wastes. JMC established a temporary storage yard for solid wastes. Warning graphic symbols have been posted at the temporary storage site of hazardous wastes. Besides, signboards have been provided as well, so as to remind the passerby of probable hazards in the storage process of hazardous wast

148、es. EIA on construction project and other administrative permits for environmental protection The company strictly implements the construction project environmental impact assessment system. With respect to new construction, expansion and reconstruction, JMC comprehensively planned environmental pro

149、tection and evaluated the “Three Simultaneities”. From the source of design, JMC carried out the philosophy of energy saving and low carbon all the time. The Company carries on the environmental monitoring every year according to the requirements, ensures the pollutant discharge meeting the requirem

150、ents of discharge permit, formulates the stricter internal control target, and strives to reduce the impact of environmental pollution to the minimum. Emergency plan on emergency environmental incidents In order to dilute or prevent environmental risks, JMC established an emergency preparation and r

151、esponse procedure and specific environmental emergency plans (such as emergency plan on environmental pollution accidents, emergency plan 25 on hazardous gases and emergency plan on paint thinner), so as to formulate corresponding control methods for potential accidents and emergences occurred or th

152、at may probably occur. JMC organized emergency drills every year to ensure the efficiency of emergency plan. Environmental self-monitoring scheme In 2017, JMCs Qingyunpu Main Plant Area (the “Plant Area”) was listed as a key pollutant discharging organization of wastewater/hazardous wastes. The Plan

153、t Area monitored by itself in strict accordance with the Method for Self-monitoring and Information Disclosure of State Key Monitoring Enterprises (Trial). Its self-monitoring schemes, monitoring results and annual monitoring reports on pollution sources were disclosed on the “pollution source self-

154、monitoring reporting platform of Jiangxi Province”. Xiaolan plant area and other plant areas finished self-monitoring according to the EIA requirements. Other information related to environmental protection JMC paid high attention to environmental protection and pollution source control, taking reso

155、urce saving and cost reduction as the primary task. Moreover, the Company also took full advantage of 6sigma, and controlled from the source, so as to achieve the effect of environmental improvement. In the new expansion and reconstruction projects, JMC laid emphasis on improving the environmental p

156、erformance, strictly implemented the system of “Three Simultaneities”, transacted the EIA procedure according to national standards, stipulated the preventive and control measures for environmental pollution, and reported to competent administrative departments on environmental protection for approv

157、al. 19. Other Major Events JMC received government incentives of approximate RMB 640 million appropriated by Nanchang City, Nanchang County Xiaolan Economy Development Zone, Nanchang City Qingyupu District, Shanxi Province and Taiyuan Economic & Technological Development Zone in 2017, which is to su

158、pport JMCs development. 20. Major event of JMC subsidiary Applicable Not Applicable 26 Chapter VI Share Capital Changes & Shareholders 1. Changes of shareholding structure I. Table of the changes of shareholding structure Before the change Change (+, -) After the change Shares Proportion of total sh

159、ares (%) New shares Bonus Shares Reserve- converted shares Others Subtotal Shares Proportion of total shares (%) I. Limited tradable A shares 1,725,900 0.20% - - - -819,045 -819,045 906,855 0.10% 1. Other domestic shares 1,725,900 0.20% - - - -819,045 -819,045 906,855 0.10% Including: Domestic legal

160、 person shares 835,140 0.10% - - - -49,200 -49,200 785,940 0.09% Domestic natural person shares 890,760 0.10% - - - -769,845 -769,845 120,915 0.01% II. Unlimited tradable shares 861,488,100 99.80% - - - 819,045 819,045 862,307,145 99.90% 1. A shares 517,488,100 59.95% - - - 819,045 819,045 518,307,1

161、45 60.05% 2. B shares 344,000,000 39.85% - - - - - 344,000,000 39.85% III. Total 863,214,000 100.00% - - - - - 863,214,000 100.00% Causes of shareholding changes Applicable Not Applicable JMC did not issue shares or derivative securities during the past three years as of December 31, 2017. JMCs tota

162、l shares remained unchanged in 2017, and the change in shareholding structure was caused by a. Limited A shares of 49,200 shares, formerly held by Shenzhen Airport Terminal Building Co., Ltd., were transferred to nature person shareholders; b. The trading restriction on the limited A shares held by

163、202 natural persons were relieved on October 31, 2017. Approval of changes of shareholding structure Applicable Not Applicable Shares Transfer Applicable Not Applicable Impact on accounting data, such as the latest EPS, diluted EPS, shareholders equity attributable to the equity holders of the Compa

164、ny, generated from shares transfer Applicable Not Applicable Others to be disclosed necessarily or per the requirements of securities regulator Applicable Not Applicable II. Changes of limited A shares Applicable Not Applicable 2. Securities Issuance and Listing I. Securities issuance (not including

165、 preferred shares) in the reporting period Applicable Not Applicable 27 II. Explanation on changes of shares, shareholding structure, assets and liabilities structure Applicable Not Applicable III. Current staff shares Applicable Not Applicable 3. Shareholders and actual controlling parties I. Total

166、 shareholders, top ten shareholders, and top ten shareholders holding unlimited tradable shares Total shareholders as of the end of the reporting period JMC had 30,482 shareholders, including 24,963 A-share holders, and 5,519 B-share holders, as of December 31, 2017. Total shareholders as of the las

167、t month-end prior to the disclosure date of the Report JMC had 34,733 shareholders, including 29,136 A-share holders, and 5,597 B-share holders, as of February 28, 2018. Top ten shareholders Shareholder Name Shareholder Type Shareholding Percentage (%) Shares at the End of Year Change (+,-) Shares w

168、ith Trading Restriction Shares due to mortgage or frozen Jiangling Motor Holding Co., Ltd. State-owned legal person 41.03 354,176,000 0 0 0 Ford Motor Company Foreign legal person 32 276,228,394 0 0 0 China Securities Corporation Limited Other 2.63 22,743,584 -2,200 0 0 Shanghai Automotive Co., Ltd.

169、 State-owned Legal person 1.51 13,019,610 0 0 0 Central Huijin Investment Ltd. State-owned legal person 0.83 7,186,600 0 0 0 JPMBLSA RE FTIF TEMPLETON CHINA FUND GTI 5497 Foreign legal person 0.68 5,848,450 -24,000 0 0 GAOLING FUND,L.P. Foreign legal person 0.63 5,439,086 0 0 0 INVESCO FUNDS SICAV F

170、oreign legal person 0.58 5,035,746 663,116 0 0 TEMPLETON DRAGON FUND,INC. Foreign legal person 0.56 4,836,708 -80,000 0 0 TEMPLETON GBL INVSTMT TRST-TMPLTN EMGNG MKTS SMALL CAP FD Foreign legal person 0.46 3,948,718 0 0 0 Top ten shareholders holding unlimited tradable shares Shareholder Name Shares

171、 without Trading Restriction Share Type Jiangling Motor Holding Co., Ltd. 354,176,000 A share Ford Motor Company 276,228,394 B share China Securities Corporation Limited 22,745,784 A share Shanghai Automotive Co., Ltd. 13,019,610 A share Central Huijin Investment Ltd. 7,186,600 A share 28 JPMBLSA RE

172、 FTIF TEMPLETON CHINA FUND GTI 5497 5,848,450 B share GAOLING FUND,L.P. 5,439,086 B share INVESCO FUNDS SICAV 5,035,746 B share TEMPLETON DRAGON FUND,INC. 4,836,708 B share TEMPLETON GBL INVSTMT TRST-TMPLTN EMGNG MKTS SMALL CAP FD 3,948,718 B share Notes on association among above-mentioned sharehol

173、ders None. Stock buy-back by top ten shareholders or top ten shareholders holding unlimited tradable shares in the reporting period Applicable Not Applicable II. Controlling Shareholders Nature of controlling shareholders: Central/Local government holdings, foreign holdings Type: Legal person Name L

174、egal representative Established Date Organization code Main scope of business Jiangling Motor Holding Co., Ltd. Mr. Zhang Baolin November 1, 2004 9323079 manufacturing of automobiles, engines, chassis, and automotive components and parts, sales of self-produced products, as well as relate

175、d after-sales services; industrial investment; management & agent for merchandise and technology export & import; property management; sales of household articles, mechanical & electronic equipment, artistic handicrafts, agricultural by-products and steel; consulting business in enterprise managemen

176、t. Ford Motor Company William Clay Ford 1903 to design, manufacture, market, and service a full line of Ford cars, trucks, sport utility vehicles (“SUVs”), electrified vehicles, and Lincoln luxury vehicles, provide financial services through Ford Motor Credit Company LLC, and be pursuing leadership

177、positions in electrification, autonomous vehicles, and mobility solutions. Change of controlling shareholders Applicable Not Applicable There was no change of controlling shareholders in the reporting period. III. Actual Controlling Parties Nature of controlling shareholders: Central/Local State-own

178、ed Assets Supervision and Administration Type: Legal person Name Legal representative Established Date Organization code Main scope of business JMCG Qiu Tiangao July 27, 9manufacturing of automobiles, engines, chassis, 29 1991 63759R specialty vehicle, transmission, other products, automo

179、tive quality testing, sales of self-produced products and raw materials, equipment, electronic products, parts and others, as well as related after-sales services and maintenance services; development of products derived from JMC brand light vehicle; oversea auto project-contracting, export equipmen

180、t, material and related labor services. Chongqing Changan Automobile Co., Ltd. Zhang Baolin December 31, 1996 96320X6 development, manufacturing, sales, import & export business of auto (including sedan), engine, automotive components, die, tools, installation of machinery, technological

181、consultant services. Equity of listed company in domestic and aboard market held by the entity controlled by the actual controlling party during the reporting period None Change of actual controlling parties Applicable Not Applicable There was no change of actual controlling parties in the reporting

182、 period. Ownership and control relations between the Company and the actual controlling parties are shown as follows: Actual controlling parties control the Company by the way of trust or other assets management Applicable Not Applicable IV. Other legal person shareholder holding more than 10% of to

183、tal equity of the Company Applicable Not Applicable V. Shareholding reducing restriction to controlling shareholders, actual controlling parties, restructuring parties and other commitment-making entities Applicable Not Applicable Ford JMH JMC JMCG 32% Chongqing Changan Automobile Co., Ltd. SASAC Na

184、nchang State-owned Assets Supervision and Administration Committee 41.82% 100% 50% 50% 41.03% 30 Chapter VII Preferred Shares Applicable Not Applicable JMC had no preferred shares in the reporting period. Chapter VIII Directors, Supervisors, Senior Management and Employees 1. Changes of Shares held

185、by Directors, Supervisors and Senior Management Name Position Gender Age Term of Office Shares at the period-beginning Share Change in the reporting period Shares at the period-end Qiu Tiangao Chairman Male 51 2017.06.29-2020.06.28 0 0 0 Peter Fleet Vice Chairman Male 50 2017.06.29-2020.06.28 0 0 0

186、David Johnston Director Male 47 2017.06.29-2020.06.28 0 0 0 Thomas Fann Director & President Male 55 2017.06.29-2020.06.28 0 0 0 Xiong Chunying Director & EVP Female 53 2017.06.29-2020.06.28 1,200 0 1,200 Yuan Mingxue Director Male 49 2017.06.29-2020.06.28 0 0 0 Lu Song Independent Director Male 60

187、2017.06.29-2020.06.28 0 0 0 Wang Kun Independent Director Female 41 2017.06.29-2020.06.28 0 0 0 Li Xianjun Independent Director Male 50 2017.06.29-2020.06.28 0 0 0 David Schoch Ex-Vice Chairman Male 67 2016.08.12-2017.06.29 0 0 0 Mark Kosman Ex-Director Male 53 2016.04.28-2017.06.29 0 0 0 Zhu Yi Chi

188、ef supervisor Male 47 2017.06.29-2020.06.28 0 0 0 Alvin Qing Liu Supervisor Male 60 2017.06.29-2020.06.28 0 0 0 Zhang Jian Supervisor Male 48 2017.06.29-2020.06.28 40 0 40 Ding Zhaoyang Supervisor Male 48 2017.06.28-2020.06.28 20 0 20 Chen Guang Supervisor Male 44 2017.06.28-2020.06.28 0 0 0 Liu Nia

189、nsheng Ex-Supervisor Male 51 2014.06.27-2017.06.27 0 0 0 Xu Lanfeng Ex-Supervisor Female 49 2014.06.27-2017.06.27 0 0 0 Jin Wenhui EVP Male 50 2017.06.29-2020.06.28 0 0 0 Gong CFO Female 44 2017.06.29-0 0 0 31 Yuanyuan 2020.06.28 Wan Hong VP & Board Secretary Male 56 2017.06.29-2020.06.28 0 0 0 Tim

190、Slatter VP Male 43 2017.06.29-2020.06.28 0 0 0 Li Xiaojun VP Male 42 2017.06.29-2020.06.28 0 0 0 Zhu Shuixing VP Male 52 2017.06.29-2020.06.28 100 0 100 Liu Shuying VP Female 55 2017.06.29-2020.06.28 0 0 0 Mike Chang VP Male 51 2017.06.29-2020.06.28 0 0 0 Christian Chen VP Male 45 2017.06.29-2020.06

191、.28 0 0 0 Wu Xiaojun VP Male 43 2017.06.29-2020.06.28 0 0 0 Ding Wenmin VP Male 46 2018.01.01-2020.06.28 0 0 0 Liao Zanping Ex-VP Male 55 2014.06.27-2017.01.31 0 0 0 Arturo Mendoza Ex-VP Male 63 2015.07.01-2017.06.29 0 0 0 Li Qing Ex-VP Male 53 2017.06.29-2017.12.31 0 0 0 Total 1,360 20 1,360 2. Cha

192、nges of Directors, Supervisors and Senior Management Name Position Status Date Reason David Schoch Vice Chairman Leave 2017.06.27 Re-election of the Board Mark Kosman Director Leave 2017.06.27 Re-election of the Board Liu Niansheng Supervisor Leave 2017.06.27 Re-election of the Supervisory Board Xu

193、Lanfeng Supervisor Leave 2017.06.27 Re-election of the Supervisory Board Liao Zanping VP Leave 2017.01.31 Work rotation Arturo Mendoza VP Leave 2017.06.27 Work rotation Li Qing VP Leave 2017.12.31 Work rotation 3. Particulars about working experience of Directors, Supervisors and senior management D

194、irectors: Mr. Qiu Tiangao, born in 1966, holds a Bachelor Degree in Mechanical Manufacturing and a Master Degree in Industrial Engineering from Huazhong University of Science and Technology, and is the Chairman of JMCG, Vice Chairman of Jiangling Motor Holding Co., Ltd., Chairman of JMC. Mr. Qiu Tia

195、ngao held various positions including General Manager, Chairman of Nanchang Gear Co., Ltd., Chairman of Jiangxi JMCG Gear Co., Ltd., Vice President of Jiangling Motor Holding Co., Ltd., and Director & General Manager of JMCG. Mr. Peter Fleet, born in 1967, holds a Bachelors Degree in Politics and In

196、ternational Relations from the University of Southampton, United Kingdom, and is Group Vice President of Ford and President of Ford Asia & Pacific, Chairman 32 and CEO of Ford China, and Vice Chairman of JMC. Mr. Peter Fleet held various positions including including Marketing Director of Ford Brita

197、in, Commercial Vehicles Director for Marketing, Sales and Service of Ford Europe, Regional Director for European Sales Operations, President of Ford ASEAN, Vice President for Sales of Ford Europe, Vice President for Marketing, Sales and Service of Ford Asia Pacific. Mr. David Johnston, born in 1970,

198、 holds a Bachelor Degree in Economics, Master Degree in Economics and Manufacturing Leadership from Cambridge University, United Kingdom, and is currently holding the position of Ford Asia Pacific CFO and Director of JMC. Mr. David Johnston held various positions including Controller and Finance Man

199、ager of PAG, Volvo China CFO, Ford ASEAN CFO, Manufacturing Controller of Ford Europe, PD Controller of Ford Europe, PD Vehicle Controller of Ford Global Finance. Mr. Thomas Fann, born in 1962, holds a Bachelor Degree in Mechanical Engineering from National Cheng Kung University, China Taiwai, a Mas

200、ter Degree in Mechanical Engineering from National Tsing Hua University, China Taiwan, and a Doctor Degree in Mechanical Engineering from University of Michigan, U.S.A. , and is Director and President of JMC. Mr. Thomas Fann held various positions including Local Content Strategy Manager, Purchasing

201、 Strategy Planning Manager of Ford Lio Ho, Commodity Supervisor of Ford Europe, Controller, Technical Operations & ACSG of Ford Lio Ho, Finance Analysis Manager of Mazda Motor Europe, Operations Controller of Changan Ford Automobile Co., Ltd., Vice President Business of Changan Ford Mazda Engine Com

202、pany, Finance Director, President of Ford Lio Ho. Ms. Xiong Chunying, born in 1964, senior engineer, holds a Bachelor Degree in Automobile Engineering from Jiangsu Engineering College, a Master Degree in Industrial Economics from Jiangxi University of Finance and Economics and an EMBA Degree from Ch

203、ina Europe International Business School. She is now a Director of JMCG and a Director & First Executive Vice President of JMC, in charge of the Companys product development and assists the President to support the overall operation of the Company. Ms. Xiong Chunying held various positions including

204、 Chief of Quality Management Department, Assistant to the President, Vice President of JMC. Mr. Yuan Mingxue, born in 1968, senior engineer, holds a Bachelors Degree in Auto Engineering from Beijing Institute of Technology and an EMBA from China Europe International Business School, and is a Vice Pr

205、esident of Chongqing Changan Automobile Company Limited (“Changan Automobile”), a Director of JMC. Mr. Yuan Mingxue has held various positions including Chief of Quality Department, Manager of Engine Plant for Changan Company, General Manager of Nanjing Changan Auto Co., Ltd., Assistant to the Presi

206、dent of Changan Automobile and Executive Vice President of Jiangling Motor Holdings Co., Ltd., Assistant to the President, Chief of Strategy Planning Department for Changan Automobile, Assistant to the President and General Manager of Overseas Business Development Department for Changan Automobile.

207、Mr. Lu Song, born in 1957, professor and arbitrator, holds a Bachelors Degree in Law from Peking University and a Masters Degree in Law from China Foreign 33 Affairs University (“CFAU”) and Free University of Brussels respectively, and is a professor of CFAU and the arbitrator of international arbit

208、ral institutions, Vice President of the Chinese Society of Private International Law, Executive Council of the Chinese Society of International Law, an Independent Director of JMC. Mr. Lu Song held various positions including Director of International Law Institute of CFAU and Secretary General of t

209、he Chinese Society of International Law. Ms. Wang Kun, born in 1976, associate professor, holds a Bachelors Degree in Administration from Nankai University and a Doctors Degree in Accounting from Hong Kong University of Science and Technology, and is the Assistant to Dean of School of Economics and

210、Management of Tsinghua University and Deputy Director of Corporate Governance Center of Tsinghua University, an Independent Director of JMC. Ms. Wang Kun held position of lecturer in School of Economics and Management of Tsinghua University. Mr. Li Xianjun, born in 1967, holds a Bachelors Degree in

211、Industrial Management from Jilin University of Technology and a MBA, a Doctors Degree in Political Economy from Jilin University, and is Head and Academic Director of School of Automotive Engineering of Tsinghua University, an Independent Director of JMC. Mr. Li Xianjun has held various positions in

212、cluding Planner of Engine Plant of FAW, Secretary of General Manager of Jilin Province Agricultural Machine Corporation, General Manager of Planning Department of Jinlin Province Feed Company, Lecturer of School of Business of Jilin University. Supervisors: Mr. Zhu Yi, born in 1970, senior accountan

213、t, holds a Bachelors Degree in Business Management and a MBA from Jiangxi University of Finance & Economics, and is a Director & Vice General Manager of JMCG and a Director of Jiangling Motor Holdings Co., Ltd, Chief Supervisor of JMC. Mr. Zhu Yi held various positions including Vice Manager of Jian

214、gling Auto Maintenance Service Limited, Deputy Chief and Chief of JMCG Asset & Finance Department, Assistant to General Manager, Vice General Manager of JMCG. Mr. Alvin Qing Liu, born in 1957, holds a Masters Degree in International Economics and a Jurisprudence Doctors Degree from Marquette Univers

215、ity, U.S.A, and is a Vice President and General Counsel of Ford Asia Pacific. He is now Vice President and General Counsel of Ford Asia Pacific, Director & Vice Chairman of Ford Motor (China) Ltd, a Supervisor of JMC. Mr. Liu was a practicing attorney at Ruder, Ware and Michler Law Firm, U.S.A., cou

216、nsel of Asia Pacific Region, Chrysler Corporation, U.S.A., counsel of Mergers and Acquisitions Group and Northeast Asia Operations, Daimler-Chrysler A.G., Germany, an International Counsel in the Office of General Counsel, Ford Motor Company, and Vice President & General Counsel of Ford Motor (China

217、), Ltd. Mr. Zhang Jian, born in 1969, holds a College Degree in Secretarial Professional from North China University of Technology, and is Chairman of JMCG Labor Union, Chief Supervisor of Jiangling Motor Holding Co., Ltd, a Supervisor of JMC. Mr. Zhang Jian held various positions including Secretar

218、y of Chairman and Deputy Director of Office for JMC, Director of Office, Director of Communist Party Office, Chief of Publicity Department for JMCG, Assistant to General Manger of JMCG, and Senior Vice Chairman of JMCG Labor Union. 34 Mr. Ding Zhaoyang, born in 1969, holds a MBA Degree from Universi

219、t de Poitiers, France, and is a Supervisor of JMC, Chief of Public & legal Affair Department for JMC. Mr. Ding Zhaoyang held various positions including Deputy Chief, Chief of Public Relationship Department of JMC. Mr. Chen Guang, born in 1973, holds a Bachelors Degree in Automobile Engineering from

220、 Hunan University, and is a Supervisor of JMC, a Vice General Manager of JMC Heavy Duty Vehicle Co., Ltd. Mr. Chen Guang held various positions including Deputy Chief of Quality Management Department, Deputy Plant Manager of Assembly Plant for Jiangling-Isuzu Motors Company Limited, and Plant Manage

221、r of Assembly Plant for JMC. Senior management: Mr. Thomas Fann, please refer to the part of Directors. Ms. Xiong Chunying, please refer to the part of Directors. Mr. Jin Wenhui, born in 1967, senior engineer, and holds a Bachelors Degree in Mechanical Manufacturing and a Masters Degree in Mechanica

222、l Engineering from Huazhong University of Science and Technology, and an EMBA Degree in China Europe International Business School. He is now an Executive Vice President of JMC, in charge of sales and manufacturing management. Mr. Jin Wenhui held various positions including Chief of Manufacturing De

223、partment, Assistant to the President, Vice President of JMC, Director, General Manager of JMCG Jingma Motors Co., Ltd., Executive Vice General Manager of Jiangxi-Isuzu Motors Co., Ltd. Ms. Gong Yuanyuan, born in 1973, holds a Bachelor Degree in Finance from Shanghai Jiao Tong University and a MBA fr

224、om City University, United Kingdom. She is now the CFO of JMC, in charge of finance management. Ms. Gong Yuanyuan held various positions including Controller of Fudian Electronics, Profit Analysis Manager of Visteon Asia Pacific, Controller of Ford China Sourcing Office, Controller of Ford China Ope

225、rations, Controller of CFMA Nanjing Assembly Plant, Controller of MFG and MP&L of Ford China, and PD Controller of Lincoln and Mustang of Ford U.S. Mr. Wan Hong, born in 1961, holds a Master of Business Administration Degree from Jiangxi University of Finance & Economics, and is the Vice President &

226、 Board Secretary of JMC, in charge of the Company human resources and relevant duties of Board Secretary. Mr. Wan Hong held various positions including Chief of Labour and Personnel Department, Assistant to the President, Vice President for JMC. Mr. Tim Slatter, born in 1974, holds a Bachelors Degre

227、e in Automotive Engineering and Design from Coventry University, U.K. He is now a Vice President of JMC, in charge of the Companys product development. Mr. Tim Slatter held various positions including Manufacturing Process Development Engineer of Renault Company, Engineer, Gasoline/Diesel Powertrain

228、 Control System Integration Supervisor, Powertrain Installation Manager, Global Exhaust 35 Engineering Manager of Ford Europe, Powertrain Programs and Integration Chief Engineer of Ford AP. Mr. Li Xiaojun, born in 1975, is a senior engineer and holds a Bachelors Degree in Mechanical Design & Manufac

229、turing from Jiangxi University of Science and Technology and a Masters Degree in Industrial Engineering from Huazhong University of Science and Technology. He is now a Vice President of JMC, in charge of quality and manufacturing management. Mr. Li Xiaojun held various positions including Chief of J

230、MC Quality Management Department, Plant Manager of Assembly Plant and Assistant to the President for JMC. Mr. Zhu Shuixing, born in 1965, holds a Masters Degree in Pressure Processing from Northwestern Polytechnical University and a MBA from Jinan University. He is now a Vice President of JMC, in ch

231、arge of the Company level strategic planning and parts business. Mr. Zhu Shuixing held various positions including Deputy Director of Engineering Department of JMC, Deputy Dean of No.5 Institute of Project Planning & Research of Machinery Industry, Jiangling Sub-branch, Project Manager, Manager of Q

232、uality Control Department of Hilti China Ltd., Manager of Purchasing Department, Manager of Industrial Support Department, Manufacturing Manager of Philips Electronics (Zhuhai) Co., Ltd., Plant Manager of International Paper (Guangzhou) Packaging Co., Ltd., Operation Officer of Amphenol East Asia El

233、ectronic Technology (Shenzhen) Limited, and Assistant to the President of JMC. Ms. Liu Shuying, born in 1962, is a senior engineer and holds a Bachelors Degree in Mechanical Manufacturing from Jiangxi University of Technology. She is now a Vice President of JMC, in charge of product development. Ms.

234、 Liu Shuying held various positions including Chief of Quality & Supervision Department of Jiangling-Isuzu Motors Company Limited, Director of Product Development Center and Assistant to the President of JMC. Mr. Mike Chang, born in 1966, holds a Bachelor Degree in Naval Architecture Engineering fro

235、m National Taiwan University, China Taiwan, and a Master Degree in Manufacturing Engineering from University of California, Los Angeles, U.S.A. He is now a Vice President of JMC, in charge of Xiaolan Branch and Engine Plant. Mr. Mike Chang held various positions including Paint Area Manger, Final As

236、sembly Plant Area Manager, Manufacturing Director, Board member of Ford Lio Ho, Vice General Manager of BinXin Paper Company for Ting Hsin International Group, Manufacturing Director of Nam Chow Foods Co., China, General Manager of Tianjin Chuan Shun Foods Co., LTD, Tianjin Ting Fung Starch Developm

237、ent Co., LTD, and Hangzhou StarPro Starch Co., LTD for Ting Hsin International Group, General Manager of Changan Ford Automobile Co., Ltd. Harbin Branch. Mr. Christian Chen, born in 1972, is a semi-senior engineer and holds a Bachelors Degree in Automotive Engineering from Wuhan University of Techno

238、logy and a MBA from Wuhan University. He is a Vice President of JMC, in charge of purchasing business. Mr. Christian Chen held various positions including Product Development Manager of Dongfeng-Citroen, Quality Project Engineer of TUV, STA, Buyer, Purchasing Manager and Senior Purchasing Manager of

239、 Ford Motor Company. 36 Mr. Wu Xiaojun, born in 1974, holds a Bachelors Degree from Wuhan University of Technology and a MBA from Jiangxi University of Finance and Economics. He is a Vice President of JMC and General Manager of JMC Heavy Duty Vehicle Co., Ltd., in charge of heavy duty truck business

240、. Mr. Wu Xiaojun held various positions including Chief of Quality Department, Assistant to the President for JMC, Executive Deputy General Manager of JMC Heavy Duty Vehicle Co., Ltd. Mr. Ding Wenming, born in 1972, holds a Bachelors Degree in Automobile Exertion from Wuhan University of Technology,

241、 and is a Vice President of JMC, in charge of product planning and project management. Mr. Ding Wenming held various positions including Deputy Chief of Product Development Center, Chief of Product Planning & Program Management Department, and Assistant to the President for JMC. Positions at the sha

242、reholder entities Applicable Not Applicable Name Shareholder Entity Title Term of Office Compensation Paid by Shareholder Entity (Y/N) Qiu Tiangao JMH Vice Chairman 2016.3 N Peter Fleet Ford Group Vice President and President, Ford Asia Pacific 2017.7 Y David Johnston Ford CFO, Ford Asia Pacific 201

243、7.7 Y Yuan Mingxue JMH Director 2015.7 N Zhu Yi JMH Director 2004.11 N Alvin Qing Liu Ford Vice President and General Counsel, Ford Asia Pacific 2009.1 Y Particulars about positions and concurrent positions in other entities other than shareholder entities Applicable Not Applicable Name Entity Title

244、 Qiu Tiangao JMCG Chairman JMCG Jingma Motors Co., Ltd. Chairman Jiangling Dingsheng Investment Co., Ltd. Chairman JMEV Chairman Jiangxi-Isuzu Motors Co., Ltd. Chairman JMC Heavy Duty Vehicle Co., Ltd. Chairman Peter Fleet Ford Motor (China) Ltd. Chairman and CEO Changan Ford Automobile Co., Ltd. Vi

245、ce Chairman David Johnston Ford Motor (China) Ltd. Director Changan Ford Automobile Co., Ltd. Director 37 Thomas Fann JMC Heavy Duty Vehicle Co., Ltd. Director Yuan Mingxue Chongqing Changan Automobile Co., Ltd. Vice President Lu Song CAFU Professor Wang Kun Tsinghua University Assistant to Dean of

246、School of Economics and Management and Deputy Director of Corporate Governance Center Li Xianjun Tsinghua University Head and Academic Director of School of Automotive Engineering Zhu Yi JMCG Director & Vice General Manager Alvin Qing Liu Changan Ford Mazda Engine Co., Ltd. Vice Chairman Ford Motor

247、(China) Ltd. Director & Vice Chairman Changan Ford Automobile Co., Ltd. Director Ford Motor Research(Nanjing) Co., Ltd. Supervisor Ford Motor Research Test(Nanjing) Co., Ltd. Supervisor Xiong Chunying JMCG Director JMC Heavy Duty Vehicle Co., Ltd. Director Jin Wenhui JMCG Director Jiangling Motor Sa

248、les Co., Ltd. Legal Representative JMC Heavy Duty Vehicle Co., Ltd. Director Gong Yuanyuan JMC Heavy Duty Vehicle Co., Ltd. Director Jiangling Motors Sales Co., Ltd. Supervisor Wan Hong Jiangxi Hongdu Aviation Industry Co., Ltd. Independent Director JMC Heavy Duty Vehicle Co., Ltd. Director Wu Xiaoj

249、un JMC Heavy Duty Vehicle Co., Ltd. Director & General Manager, Chen Guang JMC Heavy Duty Vehicle Co., Ltd. Vice General Manager Penalties from securities regulator to the present and resigned Directors, Supervisors and senior executives in the recently three years Applicable Not Applicable 4. Compe

250、nsation of Directors, Supervisors and Senior Executives 38 Decision-making procedure, determination of basis, and actual payment regarding the compensation of the Directors, Supervisors and senior executives Directors and Supervisors who did not concurrently hold other management positions in JMC we

251、re not paid by JMC. Director Qiu Tiangao, Supervisors Zhu Yi and Zhang Jian were paid by JMCG. Directors Peter Fleet, David Johnston and Supervisor Alvin Qing Liu were paid by Ford. Director Yuan Mingxue was paid by Chongqing Changan Automobile Co., Ltd. (1) In accordance with JMC Executive Compensa

252、tion Scheme approved by the Board of Directors, the compensation for the Chinese-side senior management consists of base salary and floating bonus. The base salary level is determined according the grade of the senior executives, and the floating bones shall be paid according to the operating perfor

253、mance. 70% of the bonus will be distributed in this year, and the rest 30% will be distributed in the next three years. In 2017, the Company paid annual compensation before tax of approximately RMB 1,910 thousand to EVP Xiong Chunying, paid approximately RMB 1,610 thousand to EVP Jin Wenhui, paid ap

254、proximately RMB 1,330 thousand per person to VP & Board Secretary Wan Hong, Ex-VP Li Qing, VP Zhu Shuixing and VP Liu Shuying, paid VP Li Xiaojun approximately RMB 1,300 thousand, paid VP Wu Xiaojun approximately RMB 1,690 thousand, paid Ex-VP Liao Zanping approximately RMB 130 thousand. Two employe

255、e-representative supervisors, Mr. Ding Zhaoyang and Mr. Chen Guang, were paid annual compensation before tax of about RMB 420 thousand and RMB 400 thousand respectively. Two Ex employee-representative supervisors, Mr. Liu Niansheng and Ms Xu Lanfeng, were paid annual compensation before tax of about

256、 RMB 1000 thousand and RMB 680 thousand respectively. The total compensation before tax paid by JMC for the aforesaid persons was about RMB 14.46 million in the reporting period, including the long-term incentive of RMB 1.66 million deferred from the previous years. (2) JMC pays annual compensation

257、for Ford-seconded senior management personnel to Ford in accordance with the revised Personnel Secondment Agreement signed between JMC and Ford and Ford Affiliates. In 2017, JMC should pay US$ 375 thousand per person to Ford for Director & President Thomas Fann and VP Tim Slatter, pay US$ 187.5 thou

258、sand for VP Mike Chang, pay RMB 750 thousand per person for CFO Gong Yuanyuan and VP Christian Chen, pay US$ 187.5 thousand for ex-VP Arturo Mendoza. These payments made by JMC to Ford do not reflect the actual salaries earned by Ford-seconded senior management. (3) Pursuant to the resolutions of JM

259、C 2011 Annual Shareholders Meeting, the annual compensation for the JMC Independent Directors is RMB 100 thousand per person, and JMC bears their travel-related expenses associated with JMCs business. Table on compensation of the Directors, Supervisors and senior executives in the reporting period 3

260、9 Unit: RMB000 Name Position Gender Age Present (Y/N) Compensation Before Tax Paid by JMC Compensation Paid by Related Party (Y/N) Qiu Tiangao Chairman Male 51 Y 0 Y Peter Fleet Vice Chairman Male 50 Y 0 Y David Johnston Director Male 47 Y 0 Y Thomas Fann Director & President Male 55 Y * N Xiong Chu

261、nying Director & EVP Female 53 Y 1,910 N Yuan Mingxue Director Male 49 Y 0 Y Lu Song Independent Director Male 60 Y 100 N Wang Kun Independent Director Female 41 Y 100 N Li Xianjun Independent Director Male 50 Y 100 N Zhu Yi Chief supervisor Male 47 Y 0 Y Alvin Qing Liu Supervisor Male 60 Y 0 Y Zhan

262、g Jian Supervisor Male 48 Y 0 Y Ding Zhaoyang Supervisor Male 48 Y 420 N Chen Guang Supervisor Male 44 Y 400 N Liu Niansheng Supervisor Male 50 N 1,000 N Xu Lanfeng Supervisor Female 48 N 680 N Jin Wenhui EVP Male 50 Y 1,610 N Gong Yuanyuan CFO Female 44 Y * N Wan Hong VP & Board Secretary Male 56 Y

263、 1,330 N Tim Slatter VP Male 43 Y * N Li Xiaojun VP Male 42 Y 1,300 N Zhu Shuixing VP Male 52 Y 1,330 N Liu Shuying VP Female 55 Y 1,330 N Christian Chen VP Male 45 Y * N Mike Chang VP Male 51 Y * N Wu Xiaojun VP Male 43 Y 1,690 N Li Qing VP Male 53 N 1,330 N Arturo Mendoza VP Male 63 N * N Liao Zan

264、ping VP Male 55 N 130 N * Please refer to the Article 4 (2) of the Chapter. Granted equity incentive to the Directors, Supervisors and senior executives in the reporting period Applicable Not Applicable 5. Employees i. Employees, Professional Structure and Educational Level Employees in parent compa

265、ny (persons) 15,396 Employees in subsidiaries (persons) 1,945 Total employees (persons) 17,341 Total employees paid compensation (persons) 18,246 Retired employees bore retirement benefits in parent company and its subsidiaries 847 Professional Structure Type Employees (Persons) Production Worker 12

266、,058 Sales Personnel 732 Technical Personnel 3,374 40 Finance Personnel 236 Administrative Staff 941 Total 17,341 Educational Level Type Employees (Persons) Master degree and higher 941 Bachelor degree 3,820 Polytechnic school degree 2,424 Below polytechnic school degree 10,156 Total 17,341 ii. Comp

267、ensation Policy The Company strictly complies with the relevant requirements of national labor laws and regulations, adheres to the principle of equal pay for equal work, equality between men and women, and ethnic equality, provides a safe and standardized workplace, and respects the diversity of em

268、ployees, to provide employees with competitive salary and welfare benefits. According to the 3P pay concept, employees compensation is determined based on employee position, power, and performance to stimulate the initiative of the staff on improving their work ability and fully mobilize the enthusi

269、asm of the staff. The company pays Five Social Insurance and One Housing Fund of social insurance and welfare to employees according to laws and provides employees with statutory leave. The company establishes the management personnel channel, the technical personnel channel and the worker developme

270、nt channel, and lets employees have a perfect development prospect in different positions. The Company unifies the employees ability enhancement and the performance of the work to promote the employees personal rank and technical level, so as to realizes the employees career development. iii. Traini

271、ng In 2017, JMCs training expense was RMB 18,560 thousand, and training person-time were 94,321 with training stratification of 96.90%. Please refer to the Chapter IV of 2017 JMC Corporation Social Responsibility Report for more details on 2017 training plan implementation. iv. Labour outsourcing Ap

272、plicable Not Applicable Chapter IX Corporate Governance Structure 1. Status of the Corporate Governance in JMC Difference between actual situation of corporate governance in JMC and that of requirements of listed company corporate governance promulgated by CSRC Applicable Not Applicable During the r

273、eporting period, the Company strictly abided by the Company Law, the Securities Law, the Code of Corporate Governance for Listed Companies in China, the Rules Governing Listing of Stock on Shenzhen Stock Exchange, as 41 well as relevant laws and regulations, to carry out corporate governance activit

274、ies and continued to improve its corporate governance. 2. Separation between JMC and the Controlling Shareholders in respect of Personnel, Assets and Finance, and Independence concerning Organization and Business: (1) With respect to personnel matters, the positions of chairman and president are hel

275、d by different individuals; JMCs senior management do not hold positions other than director positions with its controlling shareholders; JMC senior management personnel are paid by JMC; labor, personnel matters and compensation management of JMC are completely independent. (2) With respect to asset

276、s, JMC assets are complete. The assets utilized by JMC, including production system, supporting production system and peripheral facilities, and non-patent technology, are owned and/or controlled by JMC. (3) With respect to finance, JMC has an independent finance department and independent accountin

277、g system, and has a uniform and independent accounting system and financial control system for its branches and subsidiaries. JMC has its own bank accounts, and there are no bank accounts jointly owned by JMC and its controlling shareholders. JMC pays taxes independently in accordance with relevant

278、laws. (4) With respect to organization, JMCs organization is independent, complete and scientifically established with a sound and efficient operating mechanism. The establishment and the operation of JMCs corporate governance are strictly carried out per the Articles of Association of JMC. Producti

279、on and administrative management are independent from the controlling shareholders. JMC has established an organization structure that meets the need for ongoing development. (5) With respect to business, JMC has independent purchasing, production and sales systems. The purchasing, production and sa

280、les of main materials and products are carried out through its own purchasing, production & sales functions. JMC is independent from the controlling shareholders in respect to its business, and has independent and complete business and self-sufficient operating capability. 3. Horizontal Competition

281、Applicable Not Applicable 4. Introduction to the Shareholders Meeting I. Index to the Shareholders Meeting in the reporting period Meeting Meeting Type Convening Date Disclosure Date Index 2017 First Special Shareholders Meeting Special Shareholders Meeting 2017.05.18 2017.05.19 Announcement of this

282、 Special Shareholders Meeting (No: 2017-018) was published in the website Http:/. 2016 Annual Shareholders Meeting Annual Shareholders Meeting 207.06.29 207.06.30 Announcement of this Annual Shareholders Meeting (No: 2017-025) was published in 42 the website Http:/. 2017 Second Special Shareholders

283、Meeting Special Shareholders Meeting 2017.12.01 2017.12.01 Announcement of this Special Shareholders Meeting (No: 2017-046) was published in the website Http:/. II. Special Shareholders Meeting convened by preferred shareholders whose voting rights were restored Applicable Not Applicable 5. Independ

284、ent Directors Performance of Duty I. Particulars about the directors attendance to the Board meeting and the Shareholders Meeting Name Required Board Attendance Presence in Person Presence in Form of Paper Meeting Presence by Proxy Absence Not to present in person in two consecutive meetings (Y/N) P

285、resence at the Shareholders Meeting Lu Song 18 4 14 0 0 N 1 Wang Kun 18 2 14 2 0 N 0 Li Xianjun 18 2 14 2 0 N 1 II. Dissent from Independent Directors Yes No The Independent Directors of the Company had no dissent to the relevant proposal of the Company in the reporting period. III. Other introducti

286、on to Independent Directors Performance of Duty Yes No JMC has appointed three Independent Directors so far. The Independent Directors exercised their fiduciary duties on routine work and major decision-making of the Board of Directors. They studied every proposal reviewed by the Board of Directors

287、thoroughly and raised their opinions, inquired about major events which required opinions from the Independent Directors and issued their written opinions, and actively engaged in the affairs of the Compensation Committee and the Audit Committee in the reporting period, to protect the interests of t

288、he Company and all the shareholders. 6. 2017 Diligence Report of the Committees under the Board of Directors I. Work of the Audit Committee A. Work Summary Report of the Audit Committee According to its Working Rules, the Audit Committee diligently executed its duties and delivered guiding opinions.

289、 The primary tasks completed during the reporting period were as follows. i. The Audit Committee reviewed the Companys internal control work plan and internal control implementation results regularly. ii. The Audit Committee reviewed the Eight Accounting Provisions and Write-off proposal and submitt

290、ed it to the Board for approval. 43 iii. The Audit Committee reviewed the proposal on Implementing New Revenue Recognition Standard and submitted it to the Board for approval. iv. The Audit Committee reviewed the independent auditors audit plan, letter of engagement and risks and controls. v. The Au

291、dit Committee has coordinated with the independent auditor to allow the audit and associated financial report can be submitted within the appointed period. vi. The Audit Committee reviewed the financial statements before the certified auditors on-site audit, after receiving the certified auditors in

292、itial and final audit opinions. The Committee communicated with auditors face to face over important events and major accounting estimations, audit adjustment items and important accounting policies which potentially affect the financial statements, and believes that the financial statements are tru

293、thful, accurate and fully reflect the Companys actual status. vii. The Audit Committee submitted the Summary Work Report of the Independent Auditor for 2017 to Board for review. viii. The Audit Committee reviewed the Internal Control Self-assessment Report and agreed to submit this to the Board for

294、approval. B. Written Opinions on JMC Financial Statements The Audit Committee reviewed the unaudited financial statements prepared by the Company and issued its written opinions as follows on January 17, 2018: the Audit Committee reviewed the financial statements compiled by JMC and believes that th

295、e financial statements have in all material aspects reflected the actual status of the Company. The Audit Committee would continue to keep in close contact with the external auditor. After receiving the auditors initial audit comments, the committee would review the financial statements once again.

296、The Audit Committee reviewed the financial statements prepared by JMC after the external auditor issued its initial audit opinions and issued written opinions as follows on February 25, 2018: the financial statements have been prepared according to China GAAP and the Companys financial policies; and

297、, the financial statements reported gives a true, accurate and fair view of the financial position of the Company as at December 31, 2017, and of its financial performance and its cash flows for the year then ended, in all material respects. The Audit Committee made resolutions on the audited 2017 f

298、inancial statements as follows on March 8, 2018: the Audit Committee reviewed the financial statements after the certified public auditor issued its final audit opinion, and the Audit Committee believed that the financial statements reported, including the Balance Sheet, Income Statement and Cash Fl

299、ow, give a true, accurate and fair view of the financial position of the Company as at December 31, 2017, and of its financial performance and its cash flows for the year then ended, in all material respects. The Audit Committee concurred to submit for Board approval. C. 2017 Independent Audit Work

300、Summary Report The Audit Committee reviewed the 2017 Audit Work Plan submitted by the independent auditing firm PwC via communications with the PwC leading auditor. Agreement was achieved regarding timing and content and both parties believe that the plan ensures a comprehensive completion of the 20

301、17 audit tasks. 44 The independent auditor thoroughly communicated with the management and the Audit Committee Members regarding: accounting policies implementation, revenue recognition, significant accounting estimates related to accrued expenses, accounting treatment for 8 Provisions, Impairment o

302、f long term assets, and research and development expenses, related party transaction recognition and fairness and information disclosure. They have also discussed about issues identified and the corrective actions. As a result, all parties have a more in-depth understanding of the business status, f

303、inancial status and internal control. Therefore, a solid foundation was laid for a fair audit conclusion issued by the independent auditor. The Audit Committee believed that the external certified auditor had executed the audit work consistently with the requirements of China Certified Auditor Indep

304、endent Audit Principles. The audit period was adequate and the allocation of personnel resources was sufficient to deliver an audit report which accurately reflects the Companys financial position as at December 31, 2017, and the financial performance and cash flows for the year then ended. The audi

305、t conclusion fairly reflects the Companys actual status. II. 2017 Diligence Report of the Compensation Committee In the reporting period, the Compensation Committee exercised its duties as follows: i. reviewed and approved the Proposal on 2016 Year-end Bonus for the Companys senior executives; ii. r

306、eviewed and approved the adjustment of the annual total cash income target of the Companys senior executives in 2017; iii. reviewed and approved the KPIs for the Companys senior executives in 2017, and; iv. reviewed and approved the 2016 Due Diligence Report of the Compensation Committee. The Compen

307、sation Committees opinions on the annual compensation of the Directors, Supervisors and senior management disclosed in this Report are as follows: The 2017 annual compensation for the Chinese-side senior management was paid upon the principles promulgated in the JMC Executive Compensation Scheme. Th

308、e 2017 annual compensation for Ford-seconded senior management personnel was paid in accordance with revised Personnel Secondment Agreement signed between JMC and Ford and Ford Affiliates. The annual compensation for the Director and Supervisor that the Company paid abided by JMC salary management s

309、ystem. In the reporting period, the annual compensation of the Directors, Supervisors and senior executives disclosed in this Report was complied with JMC salary management system, and there was neither breach nor inconsistency of this system. 7. Works of Supervisory Board Risks found by the Supervi

310、sory Board in the reporting period Yes No 45 The Supervisory Board had no dissent on inspection items in the reporting period. 8. Compensation & Incentive Mechanism for Senior Management in the Reporting Period The Compensation Committee of the Company approved the 2017 year-end bonus plan for the s

311、enior executive based on the actual performance of the key performance indicators for the senior executives, which is set out in JMC Executive Compensation Scheme approved by the Board of Directors of the Company, and approved to adjust the Year 2018 total income target of the senior executives. The

312、se plans are applicable only to the Chinese-side senior management. 9. Internal Control I. Major defect of internal control in the reporting period Yes No II. Internal Control Self-assessment Report Issuance date March 24, 2018 Index Total value of assets of the entities in scope counts as % of that

313、 disclosed in the consolidated financial statements 100.00% Total value of operating revenue of the entities in scope counts as % of that disclosed in the consolidated financial statements 100.00% Deficiency Determination Criteria Type Financial Report Non-financial Report Qualitative Criteria Mater

314、ial Weakness: An error that changes the trend of results, changes profit to loss or loss to profit Ineffective anti-fraud process or any fraud involving senior management Ineffective control over accounting policies Ineffective oversight by the Audit Committee Significant Deficiency; Errors in manag

315、ement reporting systems or Corporate accounting records that could lead to incorrect management decisions; Actions inconsistent with Company values, policies and other Corporate guidelines that are likely to significantly impact cost, quality, customer satisfaction, reputation, or competitive advant

316、age; Control issues in IT infrastructure or applications that may lead to impairment of Company operations. Any actions indicating fraud or theft that is significant in value Minor Deficiency; Any control deficiencies that do not meet the criteria for Material Weakness: Unscientific decision making

317、process such as incorrect decisions that result in unsuccessful mergers and acquisitions; Major regulatory compliance issues; Frequent media reports harmful to the Companys reputation; A lack of control within key business processes or systematic breakdown of control policies Material weakness ident

318、ified in the self-assessment without any action plan implemented Significant Deficiency; control deficiency, or combination of control deficiencies, that does not meet the criteria for material weakness but deserves the concerns of the Audit Committee and the Board of Directors. Minor Deficiency Any

319、 control deficiencies that do not meet the criteria for material or significant. 46 material or significant. Quantitative Criteria Material Weakness Misstatement in the Income Statement is more than 5% of the annual profit before taxation; Misclassification in the Income Statement is more than 0.4%

320、of the annual sales revenue Adjustment of net assets in the Balance Sheet is more than 1% of the shareholders equity Adjustment of asset or liability in the Balance Sheet is more than 0.6% of the total assets; Adjustment in the Cash Flow Statement is more than 3% of the total net cash flow in the op

321、erating activities. Significant Deficiency Misstatement in the Income Statement is more than 2.5% of the annual profit before taxation; Misclassification in the Income Statement is more than 0.2% of the annual sales revenue; Adjustment of net assets in the Balance Sheet is more than 0.5% of the Shar

322、eholders equity; Adjustment of asset or liability in the Balance Sheet is more than 0.3% of the Total assets; Adjustment in the Cash Flow Statement is more than 1.5% of the total net cash flow from the operating activities. Minor Deficiency All the deficiencies that do not meet the quantitative crit

323、eria for significant. Please refer to internal control deficiency over financial reporting for the criteria for non-financial reporting internal control. Number of Material Weakness in financial report 0 Number of Material Weakness in non-financial report 0 Number of Significant Deficiency in financ

324、ial report 0 Number of Significant Deficiency in non-financial report 0 7. Internal Control Audit Report Applicable Not Applicable Opinions in the Internal Control Audit Report The opinions in the Internal Control Audit Report issued by Pwc Zhong Tian are as follows: As of December 31, 2017, JMC mai

325、ntained adequate control over financial statements in all the material aspects according to the Basic Standard for Enterprise Internal Control and other relevant rules. 47 Internal Control Audit Report Disclosed or not Disclosed Issuance date March 24, 2018 Index Http:/ Type of Opinion Standard and

326、unqualified opinions Major Defect regarding non-financial report or no No Abnormal opinion issued by the accounting firm Yes No Opinion issued by the accounting firm keeps the same with that of self-assessment report made by the Board Yes No Chapter X Corporate Bond Whether the Company owns the corp

327、orate bond that it lists in the securities exchange and is undue or is not paid in full although its due No. Chapter XI Financial Statements Type of Audit Report Standard and Unqualified Opinion Signature date March 22, 2018 Name of Auditor PricewaterhouseCoopers Zhong Tian LLP Document No. of Audit

328、 Report 2018/SH-0106 48 Independent Auditors Report 2018/SH-0106 (Page 1 of 5) To the Shareholders of Jiangling Motors Corporation, Ltd. Opinion What we have audited The consolidated financial statements of Jiangling Motors Corporation, Ltd.(the “Company”) and its subsidiaries (the “Group”) set out

329、on pages 54 to 110, which comprise: the consolidated statement of financial position as at 31 December 2017; the consolidated statement of comprehensive income for the year then ended; the consolidated statement of changes in equity for the year then ended; the consolidated statement of cash flows f

330、or the year then ended; and notes to the consolidated financial statements, which include a summary of significant accounting policies. Our opinion In our opinion, the consolidated financial statements present fairly, in all material respects,the consolidated financial position of the Group as at 31

331、 December 2017, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (“IFRSs”). Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (“ISAs”). Ou

332、r responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independ

333、ence We are independent of the Group in accordance with the Code of Ethics for Professional Accountants of the Chinese Institute of Certified Public Accountants (“CICPA Code”), and we have fulfilled our other ethical responsibilities in accordance with the CICPA Code. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of