Zhong Guo Zheng Quan Bao - Zhong Zheng Wang·2025-09-24 04:17Core Points - The board of Jiangling Motors Corporation Limited has approved a distribution service contract with Ford Motor Sales Service (Shanghai) Co., Ltd. and a capital increase to its subsidiary Jiangling Ford Automotive Technology (Shanghai) Co., Ltd. [4][7][33] Meeting Notification - The board meeting was notified on September 22, 2025, to all directors, supervisors, and relevant personnel [2]. Meeting Details - The board meeting was held on September 22, 2025, in written form, complying with legal and regulatory requirements [3]. Attendance - All 9 directors attended the meeting [4]. Resolutions Passed - The board approved the distribution service contract and authorized the executive vice president to sign it [4]. - The board agreed to submit the revised joint venture and shareholder agreement with Ford for shareholder approval [4]. Related Transactions - Jiangling Motors will increase capital in Jiangling Ford (Shanghai) through a debt-to-equity swap of 126.378 million yuan, while Ford will contribute 121.422 million yuan in cash to settle debts [7][10]. - After the capital increase, Jiangling Motors will maintain a 51% stake in Jiangling Ford (Shanghai) [7]. Relationship Overview - Ford holds a 32% stake in Jiangling Motors, making it the second-largest shareholder, which qualifies the transactions as related party transactions [8]. Procedures for Transactions - The independent directors reviewed and approved the transactions before submission to the board [9]. - The capital increase requires shareholder approval as it exceeds 5% of the company's audited net assets [10]. Distribution Service Contract - The contract allows Ford to provide comprehensive distribution services for Jiangling's Ford-branded vehicles in China [17]. - The estimated annual service fees for the distribution services range from 250 million to 300 million yuan [19]. Purpose and Impact of Transactions - The transactions aim to enhance the sales and after-sales service coverage of Ford-branded vehicles and improve operational efficiency [33]. - The capital increase and debt settlement will not impact the company's total profit [33]. Previous Related Transactions - The total amount of various related transactions with Ford since the beginning of the year is approximately 210 million yuan [34].