Share's code: | 000550 | Share's Name: | Jiangling Motors | No.: | 2015-027 |
200550 | Jiangling B |
Jiangling Motors Corporation, Ltd.
Public Announcement on the Related Party Transaction
Note: Jiangling Motors Corporation, Ltd. and its Board members undertake that the information disclosed herein is truthful, accurate and complete and contains no false statement, misrepresentation or major omission.
1. Brief Introduction
The Board of Directors of Jiangling Motors Corporation, Ltd. (hereinafter referred to as 'JMC' or the 'Company') hold a paper meeting within June 12, 2015 to June 19, 2015 to approvethe Framework Agreementfor the Supply of Componentsamong Ford Otomotiv Sanayi A.S. ('Ford Otosan'), the Company and JMC Heavy Duty Vehicle Corporation, Ltd. ('JMCH'), and authorize Executive Vice President Xiong Chunying and JMCH General Manager Liao Zanping to sign this Agreement on behalf of the Company and JMCH respectively; to approve the J09 Imported Components Supply Agreement between Ford Otosan and the Company, and authorize Executive Vice President Xiong Chunying to sign this Agreement on behalf of the Company; to approve the J09 Exported Components Supply Agreement among Jiangxi Jiangling Motors Import & Export Co., Ltd. ('JMIE'), Ford Otosan and the Company, and authorize Executive Vice President Xiong Chunying to sign this Agreement on behalf of the Company.
Nine Directors shall attend this Board meeting and all of them were present.
Whereas Ford, representing 32%of the outstanding shares of the Company, is the second largest shareholder of the Company, and Ford Otosan is a corporation controlled by Ford and Koç Holding, the transaction herein constitutes a related party transaction.
When voting on the proposal, Director John Lawler, Director Manto Wong, and Director Yuan-Ching Chen withdrew from the voting and all the other Directors agreed with this proposal.
J09 is a new generation Transit product to be introduced by JMC from Ford Motor Company.
2. Brief Summary of the Related Parties
Company Name: Ford Otomotiv Sanayi A.S.
Registered Address: Istanbul of Turkey
Chairman: Yıldırım Ali KOÇ
Registered Capital: 350,910,000 Turkish Lira (TL)
Enterprise Type: Foreign Corporation
Ownership Structure: Ford holds 41% equity of Ford Otosan, Koc Holding holds 41% and the public shareholders hold 18%.
Business Scope: production and sales of auto & components
The latest audited financial indexes:
Unit: Turkish Lira (TL)
2014 | |
Revenue | 11,924,836,507 |
Net profit | 594,856,111 |
December 31, 2014 | |
Total assets | 7,235,392,795 |
Total equity | 2,754,181,696 |
3. Main Contents of the Framework Agreementfor the Supply of Components, the J09 Imported Components Supply Agreement and the J09 Exported Components Supply Agreement
I. Main Contents of the Framework Agreementfor the Supply of Components
i. Product prices: sales prices of the products shall be calculated as defined in the relevant Product Supply Agreement.
ii. Investments: The Investments of the Seller shall be recovered from the Buyer by including an amortisation charge in the Sales Price of the Products, which shall further be detailed in the relevant Product Supply Agreement on a case by case basis. Inclusion of an Investment amortisation charge in the Sales Price shall not grant ownership rights to Buyer on the related facilities, racks, IT equipment or tooling. Seller will control the use of facilities, racks, IT equipment or tooling beyond expiration or termination of this Agreement, the relevant Product Supply Agreement and/or the relevant Program.
iii. Production Planning Volumes: Buyer shall provide Seller six Months projected orders for products.
II. Main Contents of the J09 Imported Components Supply Agreement
i. Supply period: :Until 23 July 2022
ii. Sales price (quote), invoicing and payment currency:Euro (€)
iii. Sales price of the products: The sales price for the products to be used in vehicle production shall be equal to the actual cost plus a twelve percent (12%) mark up. The sales prices shall be established and updated on a quarterly basis (or as otherwise agreed). Pricing reviews are held one month prior to each Quarter.
iv. Sales prices of the service parts: The sales price for the service parts shall be equal to the actual cost plus a Twenty percent (20%) mark up.
III. Main Contents of the J09 Exported Components Supply Agreement
i. Supply period: :Until 23 July 2022
ii. Sales price (quote), invoicing and payment currency:Euro (€)
iii. Sales price of the products: The sales price for the products to be used in vehicle production shall be equal to the actual cost plus a twelve percent (12%) mark up. The sales prices shall be established and updated on a quarterly basis (or as otherwise agreed). Pricing reviews are held one month prior to each Quarter.
iv. Sales prices of the service parts: The sales price for the service parts shall be equal to the actual cost plus a Twenty percent (20%) mark up.
4. Pricing Policy of the Related Party Transaction
Pricing principle: price established through contract.
5. Purpose and Impact of the Related Party Transaction on JMC
Signature and implementation of the aforesaid agreements can support the purchase and export of the relevant components for J09 vehicle.
6. The total amount of the related party transactions taken place between the Company and Ford Otosan from January 1, 2015 to May 31, 2015 is about RMB 5.89 million.
7. Opinions from Independent Directors
Independent Directors, Ms. Wang Xu, Mr. Lu Song and Ms. Wang Kun expressed their opinions on the Framework Agreementfor the Supply of Components among Ford Otosan, JMCH and the Company, the J09 Imported Components Supply Agreementbetween Ford Otosan and the Company,and the J09 Exported Components Supply Agreementamong Ford Otosan, JMIE and the Company as follows:
(1) We have been informed of the meeting agenda prior to the meeting;
(2) We have known details of the relevant agreements and believe by careful review that the aforesaid related party transactions complied with JMC interests and the pricing is reasonable.
8. Documents for Reference
1. Resolution of the Board of Directors of Jiangling Motors Corporation, Ltd.;
2. Opinions from Independent Directors on the aforesaid related party transaction.
Board of Directors
Jiangling Motors Corporation, Ltd.
June 24, 2015
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