Jiangling Motors Corporation, Ltd.

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Nov 18, 2013 (3 years and 9 months ago)

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Jiangling Motors Corporation, Ltd.







201
2

Annual Report





1


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, accuracy and
completeness of the information disclosed in the report and
confirm

that
the information
disclosed herein does not contai
n false statements, misrepresentations or major omissions
.


Chairman Wang Xigao,

President Yuan
-
Ching Chen, CFO
Dennis Leu

and Chief of
Finance Department, Ding Ni, confirm that the Financial Statements in this Annual Report
are truthful and complete.


The
year 2012
p
rofit

distribution proposal

approved by the Board of Directors
is as
follows
:

A

cash dividend of RMB

7

(including tax) will be distributed for every 10 shares held
, and
there is no stock dividend
. Based on the total share capital

of
863,214,
000

shares as
of

December
31,
20
12
,
the
t
otal
cash
dividend distribution amount
s shall be

RMB

604,249,800
.

B share

d
ividend
shall

be paid

in Hong Kong Dollars and converted based on the
HKD
-
to
-
RMB standard exchange rate published by
the

People

s Bank of Ch
ina
on the first
working

day
following the
approval

on
the profit distribution proposal
by the Shareho
l
ders

Meeting

of the Company
.


The Board decided not to convert capital reserve to share capital this time.


The p
rospective
description

regarding future business plan

and

development strategy in
this
report does not constitute virtual commitment.
T
he
investors shall 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.




2


Contents



Chapter I

Important Notes, Contents a
nd Abbreviations

...........................

1

Chapter II

Brief Introduction

................................
................................
......

3

Chapter III

Operating Highlight

................................
................................
...

4

Chapter IV

Report of the Board of Directors

................................
...............

5

Chapter V

Major Events

................................
................................
............

14

Chapter VI

Share Capital Changes & Shareholders

................................
...

17

Chapter
VII

Directors, Supervisors, Senior Management and Employees

.

20

Chapter VIII

Corporate Governance Structure

................................
.............

28

Chapter IX

Internal Control

................................
................................
........

34

Chapter X

Financial Statements

................................
................................

36

Chapter XI

Catalog on Documents for Reference

................................
......

90


Abbreviations:

JMC, or the
Company

Jiangling Motors Corporation, Ltd.

JMH





Jiangling Motor Holding Co., Ltd.

Ford





Ford Motor Company

Jiangling
-
Isuzu



Jiangling
-
Isuzu Motors Company, Ltd.

CSRC





China Securities Regulatory Commission

JMCG





Jiangling Motors Company (Group
)

T
C
H
T





Taiyuan
Changan Heavy Truck Company

EVP





Executive Vice President

CFO





Chief Financial Officer

VP






Vice President


3


Chapter I
I


Brief Introduction


Company
’s Chinese name:

江铃汽车股份有限公司

English name:

Jiangling Motors Corporation, Ltd.

Abbreviation:

JMC

Company

legal representative:

Mr. Wang Xigao

JMC

s

Board secretary:

Mr. Wan Hong

(Tel: 86
-
791
-
8
5235675)

Person for financial information disclosure:

Mr.
Dennis Leu

(Tel: 86
-
791
-
8
5266503)

JMC

s

securities affair
s

representative:


Mr. Quan Shi
(Tel: 86
-
791
-
8
5266178)

Contact address:

No. 509, Northern Yingbin Avenue, Nanchang City,

Jiangxi Province
, P.R.C

Switchboard:
86
-
791
-
8
5266000

Fax:

86
-
791
-
8
5232839

E
-
mail:

relations@jmc.com.cn

Company

registered address & headquarters address
:

No. 509, Northern Yingbin Avenue,

Nanchang City, Jiangxi Province
, P.R.C

Post
al

Code
: 330001

JMC’s website
: http://www.jmc.com.cn

Newspapers for information disclosure
: China Securities, Securities Times, Hong Kong
Commercial Daily

Website designated by

CSRC for publication of JMC’s Annual Report
:
http://www.cninfo.com.cn

Place for
archiv
ing Annual Report
:

Securities Department, Jiangling Motors Corporation, Ltd.

Place of listing
: Shenzhen Stock Exchange

Share’s
name
: Jiangling

Motors

Jiangling B

Share’s code
:

00
0550



200
550

Other Information:

1. JMC was registered with Nanchang Municipal Bureau of Industrial & Commercial
Administration on November 28, 1993
.
T
he information
of
JMC
initial

registration
can
be inquired
from
Jiangxi Provincial Bureau of Industrial & Commercial Administration
.
The company

registration
was
changed
with
Jiangxi Provincial Bureau of Industrial &
Commercial Administration on January 8, 1997,
on September 20, 1999,
on
November

2
5, 2003
,
on September 23, 2004
, on June 21, 2007

and on April 30, 2008
.

2.
Changes of Controlling Shareholders:


O
n December 1, 1993, JMC A shares were listed on Shenzhen Stock Exchange,
while
JMCG,
the
founder
-
member, was the
controlling

shareholder

of th
e Company
.
O
n
September 29, 1995 and November 12, 1998, JMC issued additional 344 million B shares
totally,
while
, after the additional B share issuance,
JMCG and Ford
were
the
controlling
shareholders of the Company
.
O
n December 8, 2005,
the
354.176 million
JMC

shares held
by JMCG, the former control
ling shareholder, were transferred

to JMH.

Presently, JMH
and Ford are the controlling
shareholders

of the Company
.

3
. Business License

Registration Number:
360000511000021
.

4
. Taxation Registratio
n Number:

(State Administration of Taxation)
36010
8
612446943

(Nanchang Local Taxation)
36010
4
612446943

4


5
. Organization Code: 61244694
-
3.

6
. Account
ing

Firm appointed by JMC

for audit under both China General Acceptable
Accounting Principles (

China GAAP

)

and International Financial Reporting Standards
(

IFRS

)
:

Name: PricewaterhouseCoopers Zhong Tian CPAs Limited Company

(

PwC Zhong Tian

)

Headquarters a
ddress:
11th Floor
,
PricewaterhouseCoopers Center, 202 Hu Bin Road,
Shanghai

City, P.R.C.

Names of
S
igned Accountants:
Ye Jun, Feng Weiqi


Chapter II
I


Operating Highlight


I
.
Main accounting data and financial
ratios

of
the past
three years.
















U
nit: RMB ‘000


2012

2011

Change
(
%)

2010

Revenue

17,474,707

17,456,999

0.10

15,767,897

Profit
Attributable to the Equity
Holders of the Company

1,513,468

1,866,431

-
18.91

1,706,304

Net
C
ash
Generated F
rom
O
perating
A
ctivities

2,265,638

1,147,034

97.52

2,716,444

Basic
Earnings
P
er
S
hare (RMB)

1.75

2.16

-
18.91

1.98

Diluted
Earnings
P
er
S
hare (RMB)

1.75

2.16

-
18.91

1.98

Weighted Average
Return on
N
et
A
sset
R
atio

19.51

27.54%

D
own 8.03

percentage
points

30.91%


End of Year
2012

End of Year
2011

Change
(%)

End of Year
2010

Total
A
ssets

13,111,354

11,865,257

10.50

11,2
88,139

Shareholders’
b
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㘬ㄲ㜬㈷S


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f浰慣琠t映f
cop

a摪畳d浥湴
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湥琠灲潦楴W

r
nit: RMB ‘000


Shareholders’
b
煵楴y
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䕱畩by⁈潬摥牳映
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O

m牯r楴

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瑨攠䍯t灡ny

楮′〱
O

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㠬〸㈬㠷U

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fcop
W



p瑡tf

B
潮畳oa湤n
t
e汦lre
c
畮搠
a
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晲潭o
乥琠t
牯r楴
潦⁡
p畢u楤iary

J


J
㌬㐳P


5


As Restated in Confo
r
mity with
IFRS

8,082,872

1,513,468

*

Based on the financial statements audited by
PwC Zhong Tian

per
the China GAAP
.



Chapter
IV


Report of the Board of Directors


1.

Summary

In 2012, China automobile industry production and sales volume was in steady and rational

growth under the slowdown economy environment. Total vehicle

industry sales volume
was 19.3

million
, an increase of 4.3% compared with 2011. Commercial vehicle sales
volume wa
s 6.07

million
, a decrease of 3.5% compared with 2011.


JMC’s core business is p
roduction and sales of light commercial vehicles and related
components. Its major products include JMC series light truck, pickup, Yusheng SUV and
Transit series commercial vehicles. The Company also produces engines, castings and other
components.


Durin
g the reporting period, in light of more severe competition, more stringent regulatory
requirement, intensifying cost pressures, and commercial vehicle industry slowdown
pressure, the Company focused on quality improvement, new product development and
new
plant construction as well as introduction of a series of sales policy that help to
mitigate market share pressure. In 2012, JMC achieved sales volume of 200,008 units, an
increase of 3% compared with last year. Revenue was 17
,4
75

million

RMB, equivalent t
o
2011 level. Net profit was
1,513 million

RMB down 19% compared with last year. The
causes of year
-
over
-
year net profit decrease are mainly the increase of engineering
spending and higher sales promotion expense.


2. Core Business Analysis

i
.
Sales
Revenue Analysis

In 2012, JMC achieved sales volume of 200,008 units, including JMC light truck of 68,540
units, JMC pickup of 65,945 units, Yusheng SUV of 8,346 units and Transit CV of 57,177
units. Total sales volume increased 3% compared with last year.

Total production volume
was 202,041 units, including JMC light truck of 69,689 units, JMC pickup of 64,260 units,
Yusheng SUV of 10,784 units and Transit CV of 57,308 units.


In 2012, JMC achieved a market share of 1.05% of China total vehicle industry, d
own 0.02
percentage point from last year (In 2012, JMC achieved a market share of 3.3% of China’s
commercial vehicle industry, up 0.2 percentage point from last year). JMC light trucks
(including pickup) accounted for 7.2% market share, up 0.5 percentage p
oints from last
year. Transit achieved about 16.9% of the light bus market, and down 1.3 percentage points
from last year. (Data source for above data: China Association of Automobile
Manufacturers and the Company sales records)


In 2012, JMC total sales r
evenue was
RMB
1
7,475 million
, equivalent to 2011 level.


In 2012, total sales value from the top 5 customers was RMB 2,623 million, accounting for
15% of JMC’s total turnover.



6


ii
. Cost Analysis


Unit
: RMB’000

Product

2012 FY

2011 FY

YOY
change

%


Cost in
core
business

proportion

%


Cost in
core
business

proportion

%


Vehicle

12,027,398

91.76%

12,107,202

92.11%

-
0.35%

Components

961,208

7.33%

938,210

7.14%

0.
19
%


The total value of purchases from

the top 5 suppliers was RMB 2,606 million, accounting
for 21% of JMC’s total annual buy.


iii.
Expense Analysis


Unit: RMB’000

Item

2012 FY

2011 FY

Y
-
O
-
Y change

%


Administrative Expenses


1,2 3 6,7 5 6

9 1 4,5 7 0

3 5.2 3 %

I n c o me Ta x E x p e n s e


3 5 5,4 3 2

2 2 6,4 2 0

5 6.9 8 %


A d mi n i s t r a t i v e e x p e n s e s i n c r e a s e d b y 3 5.2 3 %

ma i n l y d u e t o h i g h e r r e s e a r c h a n d
d e v e l o p me n t e x p e n d i t u r e f o r f u t u r e p r o d u c t s.


I n c o me t a x e x p e n s e i n c r e a s e d b y 5 6.9 8 %, ma i n l y d u e t o
t h e d i f f e r e n t a p p l i c a b l e t a x r a t e o f
d e d u c t i b l e d e f e r r e d i n c o me t a x a s s e t s a c c r u a l ( 1 5 % v s. 2 5 %).


i v.
P r o d u c t D e v e l o p me n t

I n 2 0 1 2, J MC h a d f o c u s e d o n d e v e l o p me n t o f n e w p r o d u c t p r o g r a ms. P r o d u c t r e l a t e d
s p e n d i n g c e n t e r e d a t f u t u r e p r o d u c t ( v e h i c l e a n d p o w
e r t r a i n ) d e v e l o p me n t a n d c o mp l i a n c e
w i t h r e g u l a t o r y r e q u i r e me n t s. K e y p r o g r a ms u n d e r d e v e l o p me n t i n c l u d i n g V 3 4 8 MC A,
N 3 3 0, N 3 5 1, N 8 0 0, J 0 8, J 0 9, J 1 0, w i l l me e t ma r k e t d e ma n d a n d i mp r o v e c u s t o me r
s a t i s f a c t i o n s u c h a s i n c r e a s e d p a y l o a d s, n e w s t y l i n g, i mp r o v e
d p o w e r t r a i n, e t c. T h e
J X 4 D 2 4, J X 4 9 3, a n d E 8 0 2 p r o j e c t s, s e l f
-
d e v e l o p me n t g a s e n g i n e, V 3 4 8 t r a n s i t e mi s s i o n
u p g r a d e w i l l f u r t h e r e x p a n d t h e C o mp a n y's e n g i n e d e v e l o p me n t c a p a b i l i t y, e n g i n e
ma n u f a c t u r i n g c a p a c i t y a n d e n s u r e t h e C o mp a n y i s c o mp l i a n t w i t h s t r i
n g e n t e mi s s i o n
r e g u l a t i o n s. T h e d e v e l o p me n t e x p e n d i t u r e i n 2 0 1 2 a c c o u n t e d f o r 8 5 8 Mi l s, r e p r e s e n t i n g 1 0 %
o f n e t a s s e t s a n d 5 % o f t h e r e v e n u e s r e
s
p e c t i v e l y.


v.
C a s h f l o w a n a l y s i s


O p e r a t i n g n e t c a s h w a s u p 9 7.5 % v s. s a me p e r i o d l a s t y e a r, ma i n l y d u e t o
r e d u c t i o n o f
n o t e s r e c e i v a b l e;

N e t c a s h o u t f l o w g e n e r a t e d f r o m i n v e s t me n t a c t i v i t i e s w a s u p 5 6.4 % v s. s a me p e r i o d l a s t
y e a r, ma i n l y r e s p e c t i n g i n v e s t me n t o n p r o p e r t y, p l a n t a n d e q u i p me n t;

C a s h a n d c a s h e q u i v a l e n t s i n c r e a s e 1 4 0.8 % v s. s a me p e r i o d l a s t y e a r,

ma i n l y b e c a u s e o f
c a s h i n f l o w g e n e r a t e d f r o m o p e r a t i n g a c t i v i t i e s.




7


3.
Composition of main business

Table below breaks down Revenue & Cost of Goods Sold from Core Business.

Unit: RMB’000

Product

Turnover

Cost in core
business

Gross
Margin

Y
-
O
-
Y

turnover
change

(%)

Y
-
O
-
Y
Change in
costs of core
business (%)

Y
-
O
-
Y gross
margin
change
(points)

I. Vehicle

15,977,711

12,027,398

24.7%


0.0 8


-
0.6 6

0.5

I I. C o mp o n e n t s

1,3 3 4,0 8 3

9 6 1,2 0 8

2 7.9 %

2.7 8

2.4 5

0.2

To t a l

1 7,3 1 1,7 9 4

1 2,9 8 8,6 0 5

2 5.0 %

0.2 8

-
0.4 4

0.6

I n c l u d i n g:

R e l a t e d p a r t y
t r a n s a c t i o n

1,3 7 7,8 6 7

1,1 1 0,6 5 1

1 9.4 %

1 3.5 2

1 1.0 9

1.8

T h e
i n c r e a s e

o f t h e ma r g i n i n t h e r e p o r t i n g p e r i o d r e f l e c t s
t h e

c o n t i n u i n g

a n d e f f e c t i v e c o s t
c o n t r o l o f t h e C o mp a n y.

D e t a i l s p e r t a i n i n g t o c o r e b u s i n e s s
c l a s s i f i e d a c c o r d i n g t o r e g i o n
:

Un i t: RMB’ 0 0 0

Re g i o n

Tu r n o v e r

Y
-
O
-
Y t u r n o v e r c h a n g e ( %)

No r t h
-
e a s t C h i n a

8 7 5,8 6 8


1.4 7

N o r t h C h i n a

1,9 2 8,1 9 5


5.7 7

E a s t C h i n a

8,4 2 8,6 9 5


-
0.6 2

S o u t h C h i n a

2,4 7 3,4 2 3


-
4.4 7

C e n t r a l C h i n a

1,4 6 8,9 8 5


2.3 1

N o r t h
-
w e s t C h i n a

8 2 9,8 5 5


3.5 1

S o u t h
-
w e s t C h i n a

1,3 0 6,7 7 3


3.0 0


4. A n a l y s i s o f a s s e t s a n d l i a b i l i t i e s

i.
Ma j o r
c h a n g e s

i n a s s e t s


Unit: RMB’000

Asset item

End of 2012

End of 2011

YOY

Amount

change

YOY

Proportion
change

Amount

Proportion

Amount

Proportion

(%)

(Points)

Cash and cash
equivalents

5,559,693

42.4%

5,384,977

45.4%

3.2%

-
3.0

Notes
receivable

688,561

5.3%

933,794

7.9%

-
26.3%

-
2.6

Accounts
367,039

2.8%

308,605

2.6%

18.9%

0.2

8


receivable

Inventory

1,194,811

9.1%

1,140,253

9.6%

4.8%

-
0.5

Fixed assets

2,302,071

17.6%

2,279,964

19.2%

1.0%

-
1.6

Construction in
progress

1,837,205

14.0%

991,726

8.4%

85.3%

5.6

Construction in progress increased about 85% compared with 2011, mainly due to increase
of capital expenditure of Xiaolan New Site

and capacity
expansion

program
.


ii.
Major changes
in

liabilities

Unit: RMB’000

Liabilities

End of 2012

End of 2011

YOY

Amount

change

YOY

Proportion
change

Amount

Proportion

(%)

(Points)

(%)


P潩湴


䅣c潵湴o
Paya扬e

㌬㌱㔬㈶3

㘷⸴6

㈬㤴㔬㐴2

㘶⸴6

ㄲ⸶1

ㄮ1

佴桥爠
灡ya扬敳

ㄬ〱㈬㠹1

㈰⸶2

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ㄶ⸶1

ㄮ1

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㌮ㄥ

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㌮㈥

㠮㈥

-
〮0


周T⁦ 楲⁶a汵攠潦⁴桥 a獳s瑳⁡湤ta扩b楴楥猠
-

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㔮⁃潲o⁣潭灥瑩o楶敮i獳sa湡ly獩s


The company’s core
competitiveness is in a steady growth path.

JMC is a joint venture automobile company with activities in R&D, manufacturing and
sales area. As a mainstream operation in the domestic light commercial vehicle industry,
JMC has ranked as top one hundred Chine
se listing company with comprehensive strength
for years. JMC is also certificated as a national enterprise technology center, high
-
tech
enterprise and national automobile export base.


Company's influence over auto industry is improving steadily, making
considerable
progress both in technical equipment and new product development. JMC is implementing
Xiaolan New Plant, R&D Center, Test Track construction and N800, N351 programs,
which will greatly strengthen the company’s competitive advantage.


6
. Inve
stment in the reporting period

i.

External investment

During the reporting period, JMC did not invest in securities, or in holding the corporate
equity of other listed or non
-
listed financial enterprises.


ii.

JMC did not entrust financial transactions,
derivatives investment and entrust loan
during the reporting period.


iii.

JMC did not raise equity funding, nor did it use equity funding raised in previous
years.



9


iv.

Operating Results of Main Subsidiaries and Joint
-
Stock Companies

Name of
Companies

Type of
Com
panies

Main
Products

Registered
Capital

Assets
(RMB’000)

N
et Assets

(RMB’000)

Turnover
(RMB’000)

Operating
Profit
(RMB’000)

Net
Profit
(RMB’
000)

Jiangling
-
Isuzu
Motors
Company, Ltd.

Subsidiary

Light Truck

Pickup,
Microbus
SUV

$ 30
million

2,512,936

425,514

9,235,686

134,982

91,631

Visteon Auto
Air
-
conditioning
(Nanchang) Co.
Ltd.

Joint
-
Stock
Company

Automotive
air
conditioning
and Parts

RMB
46.63
million

213,40
5

116,547

327,042

52,539

41,690


v.

Self
-
funded major projects of which amount invested
reaches 10% of net asset :

Project Name

Total
Investment
Approval

(RMB Mils)

Spending in
2012

(RMB Mils)

Investment
Committed

(RMB Mils)

Planned Job#1
Date

N800

725

67


3 8 4

S e c o n d

H a l f,

2 0 1 6

C a p a c i t y
I n v e s t me n t i n
X i a o l a n S i t e

2,1 3 3

7 1 8

1,0 9 5

F i r s t

H a l f
,
2 0 1 3

T h e s p e n d i n g w i l l b e f u n d e d f r o m c a s h r e s e r v e s.


7

O u t l o o k

i
. I n d u s t r y C o mp e t i t i o n a n d D e v e l o p me n t T r e n d


I n 2 0 1 2, C h i n a a u t o m o b i l e i n d u s t r y s a l e s w e r e 1 9.3 mi l l i o n, u p 4.3 % o v e r 2 0 1 1.
C o mme r c i a l v e h i c l e s a l e s c o n t i n u e d t o d e c l i n e, d o w n 3.5 %
c o mp a r e d w i t h 2 0 1 1.
Me a n w h i l e, t h e p a s s e n g e r v e h i c l e i n d u s t r y ma i n t a i n e d g r o w t h t r e n d, i n c r e a s i n g b y 7 %
c o mp a r e d w i t h 2 0 1 1. A mo n g t h e p a s s e n g e r s e g me n t, S U V s a l e s g r o w t h a c h i e v e d 2 5.5 %,
b e c o mi n g a ma j o r f o r c e i n t h e f u t u r e g r o w t h o f t h e a u t o i n d u s t r y.


S t a
r t i n g i n 2 0 1 1, t h e g r o w t h o f d o me s t i c a u t o i n d u s t r y i s s l o w i n g d o w n. F r o m t h e v i e w o f
c o n s u mp t i o n, C h i n a's C a r P a r c p e r c a p i t a h o w e v e r i s l e s s t h a n h a l f o f t h e w o r l d ’ s a v e r a g e
l e v e l. C h i n a ’ s a u t o m a r k e t h a s a g r e a t p o t e n t i a l w i t h s t r o n g d e m a n d i n t h e n e a r
f u t u r e.
Me a n w h i l e, t h e w o r l d ’ s e c o n o m y i s r e c o v e r i n g, w h i c h s h o u l d l e a d t o t h e r e b o u n d o f
i n t e r n a t i o n a l a u t o mo b i l e ma r k e t a n d r e l a t e d e x p o r t s a l e s.


ii
. Corporation Strategy

Company’s objective is to produce and sell world class products with the best cust
omer
satisfaction in auto industry. New light truck, pickup, light bus and SUV programs will be
continuously launched in the future to further strengthen the market share performance. At
the same time, efforts will be made to the SUV sales performance and
enter into the heavy
truck segment.


iii
. 2013 Business Planning

The Company is projecting revenue at RMB 20 billion for 2013, an increase of 15% vs.
2012. Intensified competition resulted from new competitors and new product entries will
require increase
of marketing spending. Additionally, R&D and capital expenditures are
projected to be higher with the progress of new product development and capacity
expansion actions. To enhance profitability, the company is committed to the following
plans in 2013:


10


(1)

A
chieve volume and market share targets by enhancing the distribution network and
promotion activities.

(2)

Improve product quality, pursue cost reduction opportunities, and improve operating
efficiency to achieve profit and cost targets.

(3)

Work with technology p
artners to execute the V348MCA, N800, N351, N330, E802
and Xiaolan new Plant, New R&D Center, etc. on time and on budget.

(4)

Expand finished vehicle exports and OEM components sales business


iv
. Potential Challenges and Solutions

In 2013, the company will
still face fiercer competition, more stringent regulations
requirements, intensifying cost pressures and a slowdown in China’s automobile industry
growth.

To achieve steady growth, the company will continue to focus on the following aspects in
2013.

(1)

Complete new plant construction and relocation of Transit plant on cost to improve
production efficiency and product quality.

(2)

Tactically accelerating marketing spending and sales promotion that improve market
share.

(3)

Reducing component costs and improving m
anufacturing efficiency.

(4)

Balancing management of controllable expenses, including operating, capacity
-
related,
and new product development spending, while ensuring that the company’s long term
development remains consistent with company strategies.

(5)

Strengt
hening corporate governance and application of appropriate risk assessment and
control mechanisms.


The Company will continue to implement previously established processes and conduct
cost reduction and waste elimination throughout the enterprise. Addition
ally, we are
maximizing design optimization and build in cost reduction design concept for new
products. With the support of our technology partners, we will continue to execute those
major projects approved by the Board, including V348MCA, N800, N351, N33
0,
etc..These actions will introduce competitive and profitable products into the light
commercial vehicle and SUV markets according to project time plan. The company will
also devote efforts to enhance dealer network, expand Tier

/


market coverage, and
to
grow OEM and export sales.


8
.
Profit Distribution

Profit Distribution Policy and Implementation

According to the requirements of Notice on Further Implementing Cash Dividend
Distribution Policy Among
Listed Companies and
Supplementary Notice on Furthe
r
Implementing Cash Dividend Distribution Policy Among Listed Companies promulgated
respectively
by

CSRC and

Jiangxi Branch, CSRC
, the Company amended the related
articles regarding profit distribution stipulated in the Articles of Association of JMC, whic
h
had been approved by the Board of Directors and submitted to
the
2012 Second Special
Shareholders


Meeting
of the Company
for approval.


Please
refer to
the
Public Announcement of
the Board of Directors of the Company
published

in China Securities,
Securities Times and Hong Kong Commercial Daily

on
August 7, 2012
for details.


T
he Company thinks over
reasonable

appeals from the middle and small shareholders and
defends their legal rights and interests when drafting and executing the plan.
JMC had
dis
tributed cash dividends to all
the
shareholders in the consecutive
nine

years since 2003.
Accumulated
cash
dividends for
the nine

years totaled RMB
3,409

million
.


Profit Distribution Plans or Proposal
from 2010 to 2012

11


(1) Proposal on
20
12

Year Profit Dis
tribution Plan

Details on the profit available for appropriation of the Company in 20
12

prepared in

accordance with
the China GAAP

and International Financial

Reporting
Standard (‘
IFRS

)

are as follows:

Unit: RMB’000


China GAAP

IFRS

Retained earning at
Dec
.

31, 20
11

5,177,504

5,174,295

20
12

net
profit

1,516,904

1,513,468

Allocation of dividend for 20
11

-
742,364

-
742,364

Staff bonus and welfare fund

-
3,436

-

Retained earning at Dec. 31, 2012

5,948,608

5,945,399


The upper limit of profit available
for distribution was based on the lower of the

un
-
appropriated profit calculated in accordance with
the China GAAP

and

that calculated
in accordance with
IFRS
. Therefore, the Company’s
retained earning

available for
distribution

as of December 31, 2012

was RMB

5,945,399

thousand.


The Board approved to submit
to
the

2012

Annual Shareholder
s’

Meeting

the following
proposal on year 2012

profit distribution:

(
1
)
.
to a
ppropriate for
the
dividend distribution from
the profit available for distribution
,
which

shall be equal to RMB 0.70

per share and
shall

apply to the Company

s total
share capital
;

and

(2)
.
to carry forward the un
-
appropriated portion
to the

following
fiscal
year.


Profit

distribution proposal:
a

cash dividend of RMB

7

(including tax) will be
distributed
for every 10 shares held. Based on the total share capital

of
863,214,000

shares as
of

December
31,
20
12
,
the
t
otal
cash
dividend distribution amount
s shall be

RMB

604,249,800
.


B share

d
ividend
shall

be paid

in Hong Kong Dollars and converted based on the
HKD
-
to
-
RMB standard exchange rate published by
the

People

s Bank of China
on the first
working

day
following the
approval

on
the profit distribution proposal
by the Shareho
l
ders

Meeting

of the Company
.



Th
e Board decided not to convert capital reserve to share capital this time.


(2) 2011 Year Profit Distribution Plan

Profit

distribution proposal:
a

cash dividend of RMB

8.6

(including tax) will be distributed
for every 10 shares held. Based on the total sha
re capital

of
863,214,000

shares as
of

December
31,
20
11
,
the
t
otal
cash
dividend distribution amount
s shall be

RMB

742,364,040
.


B share

d
ividend
shall

be paid

in Hong Kong Dollars and converted based on the
HKD
-
to
-
RMB standard exchange rate published by
the

People

s Bank of China
on the first
working

day
following the
approval

on
the profit distribution proposal
by the Shareho
l
ders

12


Meeting

of the Company
.



The Board decided not to convert capital reserve to share capital this time.


(3) 2010 Year Profit

Distribution Plan

Profit

distribution proposal:
a

cash dividend of RMB

7.9
(including tax) will be distributed
for every 10 shares held. Based on the total share capital

of
863,214,000

shares as
of

December
31,
20
10
,
the
t
otal
cash
dividend distribution a
mount
s shall be

RMB

681,939,060
.


B share

d
ividend
shall

be paid

in Hong Kong Dollars and converted based on the
HKD
-
to
-
RMB standard exchange rate published by
the

People

s Bank of China
on the first
working

day
following the
approval

on
the profit distribution proposal
by the Shareho
l
ders

Meeting

of the Company
.



The Board decided not to convert capital reserve to share capital this time.


Table of cash
dividend

in the past three years

Unit: RMB

000


Cash dividend

(
Including

tax)

Profit

attributable to
the

equity holders of the
Company

Cash dividend as % of profit
attributable to
the

equity
holders of the Company

2012*

604,250

1
,
513
,
468

39.92%

2011

742,364

1
,
866
,
431

39.77%

2010

681,939

1,706,304

39.97%

*
The p
roposal on 2012 year profit distribution is
subject

to
approval of
the Shareholders


Meeting
of the Company
.


9
. C
orporation
Social Responsibilities

JMC 2012 Corporation Social Responsibilities
Report can be downloaded from JMC
official

website
:

www.jmc.com.cn

or
the website:
www.cninfo.com.cn
.


10
. External research and media interview to the Company

In the
reporting

period, JMC welcomed institutional investors including
60

persons and
discussed operating
highlight
s with them. The Company does not disclose, reveal or
divulge major
information

not yet disclosed to
special

persons or entities.


Table of external research, communication and media interviews with the Company

Date

Place

Communication
Method

Object

Information Discussed and
Materials offered

January 13,
2012

In the
Company

Oral
Communication

Three analysts from
Orient Securities
Company Limited, China
International Fund
Management Co., Ltd., E
Fund Management
Co.,
Ltd.

JMC Operating highlights

January 18,
2012

In the
Company

Oral
Communication

An analyst from Founder
Securities Company
JMC Operating highlights

13


Limited

February
9, 2012

In the
Company

Oral
Communication

Three analysts from Ping
An Insurance
(Group)
Company of China, Ltd.,
New China Asset
Management Co., Ltd.

JMC Operating highlights

February 15,
2012

In the
Company

Oral
Communication

Two analysts from New
Thinking Investment
Management Co., Ltd.,
Guoyuan Consulting
Service Company

JMC Oper
ating highlights

February 17,
2012

In the
Company

Oral
Communication

Four analysts from
Zhonghai Fund
Management Co., Ltd.,
SWS MU Fund
Management Co., Ltd.,
Golden Eagle Asset
Management Co., Ltd.

JMC Operating highlights

March 30,
2012

In the
Company

Oral
Communication

Two analysts from China
Asset Management Co.,
Ltd., Huachuang
Securities Company
Limited

JMC Operating highlights

April 17,
2012

In the
Company

Oral
Communication

Seven analysts from
Mingsheng Securities
Co., Ltd., New China
Fund
Management Co.,
Ltd., China Universal
Asset Management Co.,
Ltd., Industrial Securities
Co., Ltd., Huaan Fund
Management Co., Ltd.,
SWS MU Fund
Management Co., Ltd.,
Fortis Haitong
Investmwnt Management
Co., Ltd.

JMC Operating highlights

May 9, 2012

In t
he
Company

Oral
Communication

Four analysts from
Huatai United Securities
Company, Dacheng Fund
Management Co., Ltd.

JMC Operating highlights

May 17,
2012

In the
Company

Oral
Communication

Three analysts from
Donghai Securities
Company, Xiangcai
Securities Co., Ltd.,
Nanjing Securities
Company

JMC Operating highlights

May 29,
2012

In the
Company

Oral
Communication

Twelve analysts from
China Galaxy Securities
Co., Ltd., Mingji
Investment Company,
Sunshine Insurance
Group Corporation
Limited, Harv
est Fund
Management Co., Ltd.,
Guotai Junan Securities
Co., Ltd., Shanghai
Kaishi Investment
JMC Operating highlights

14


Management Company,
Dacheng Fund
Management Co., Ltd.,
GF Securities Co., Ltd.,
Industrial Securities Co.,
Ltd.

July 4, 2012

In the
Company

Oral
Communication

Three analysts from
Golden Sun Securities
Company, Founder
Securities Co., Ltd., Jiafu
Longzhou Consulting
Company

JMC Operating highlights

August 29,
2012

In the
Company

Oral
Communication

Two analysts from First
State
Investments (Hong
Kong) Limited

JMC Operating highlights

September
27, 2012

In the
Company

Oral
Communication

An analyst from Huaan
Fund Management Co.,
Ltd.

JMC Operating highlights

October 31,
2012

In the
Company

Oral
Communication

Three analysts
from
Essence Fund
Management Co., Ltd.,
Caitong Fund
Management Co., Ltd.

JMC Operating highlights

November 9,
2012

In the
Company

Oral
Communication

An analyst from China
Galaxy Securities
Company

JMC Operating highlights

November
15, 2012

In the
Company

Oral
Communication

Four analysts form UBS,
China International
Capital Corporation,
william blain&company
L.L.C

JMC Operating highlights

November
27, 2012

In the
Company

Oral
Communication

Two analysts from
Yongrong Asset
Management Co., Ltd.

JMC Operating highlights


Chapter
V


Major Events


1.
There was neither

major litigation

or
arbitration
,

nor

query from

the media
in 20
12
.


2. M
ajor purchase or sale of assets

O
n July 16, 2012, the Board of Directors approved

acquiring 100% equity of
TCHT
jointly
held by China South Industries Group Corporation
and

China Changan Automobile Group
Co., Ltd. with a consideration of no more than RM
B 270 million
.

As of

31 December 2012,
RMB

81,000,000

was

paid to Chongqing United Assets and Equity Exchange
Corporation

as prepayment of this transaction
.
O
n January 8, 2013,
T
C
H
T
completed its
industrial and
commercial registration
changes

and
its company name
was changed
as JMC Heavy Duty
Vehicle Co., Ltd
.
JMC paid off the
remaining

of

RMB

189,000,000
in Janua
ry 2013
.



U
pon the completion of the equity transfer,
JMC Heavy Duty Vehicle Co., Ltd
.

is a
whole
-
owned subsidiary of the Company to
manufacture

heavy duty truck
s
.


O
n August 6, 2012, t
he
Board

of Directors approve
d, after transfer of all the operation
15


assets, rights and obligations (other than taxation related rights and obligations) of JMC
Isuzu to the Company, and distribution of all accumulative distributable profits of JMC
Isuzu, to transfer 75% of equity held by the Company in JMC Isuzu to JMCG, wi
th a price
of no less than the amount equal to 75% of the net assets value stated in
the

formal audit
report issued by an
account
ing firm appointed jointly by the
Company

and JMCG.
As of
the
issuance

date
of the Annual Report, all the operation assets, rig
hts and obligations
(other than taxation related rights and obligations) of JMC Isuzu have been transferred into
the Company.

And, according to the Audit Report as of February 28, 2013 issued by
an

Accounting Firm appointed jointly by the Company and JMCG,

the
net assets of JMC
Isuzu is RMB
424,665,557
. JMCG had paid off RMB
318,499,168

equal to 75% of the net
assets to the Company as a
consideration

of the equity.
The r
elevant
government

approval
and
registration change of the equity transfer
is in
progress.



3
. Major Related Transactions


i.

Routine

r
elated party transactions

A. JMC purchased certain raw materials, auxiliary materials and components from related
parties.
Transactions

with annual value over RMB 3
00

million are listed as
below
:


Tra
nsaction Parties

Relationship

Pricing
Principle

Settlement Method

Amount

(RMB’000)

As % of Total
Purchases

GETRAG (Jiangxi)
Transmission Company

Associate of
JMCG

Contracted
price

60 days after
delivery

and
invoicing

579,882

4.58

Nanchang

Bao
-
jiang Steel
Processing & Distribution
Co., Ltd.

Associate of
JMCG

Contracted
price

Prepayment

576,778

4.56

Jiangxi Jiangling Chassis
Company

Subsidiary of
JMCG

Contracted
price

60 days after
delivery

and
invoicing

574,088

4.54

JMCG Interior Trim
Factory

JMCG
wholly
-
owned
subsidiary

Contracted
price

60 days after
delivery

and
invoicing

476,654

3.77

Jiangling
-
Lear Interior Trim
Factory

Subsidiary of
JMCG

Contracted
price

60 days after
delivery

and
invoicing

336,184

2.66


Necessity and continuity: the purchase of the imported components will immediately stop
when the respective localization is achieved, and these components will be substituted by
localized ones; some components from other related parties were unique parts f
or JMC’s
Transit series, N series and T series, and other general components were purchased through
open bidding
.


B. The sales of products by JMC to related parties with annual value over RMB 30 million:


Transaction Parties

Relationship

Pricing
Principle

Settlement
Method

Amount

(RMB’000)

As % of Total
Revenue

JMCG Import and Export
Co., Ltd.

Subsidiary of
JMCG

Contracted
price

40% of
prepayment and
the remains paid
981,240

5.62

16


during
3
0 days
after delivery


Necessity and continuity:
because JMCG

Import and Export Co., Ltd
.

has a mature
network and human resources to support

import
&

export trade
,
JMC will continue to use
its sales network to sell products

to overseas markets
.


ii.

The Company had no major related party transaction concerning tran
sfer of assets or
equity in 2012.


4
.
Major Contracts and Execution

i.

There w
as

neither
entrustment
, contract or lease of assets from other companies, nor
entrustment
, contract or lease of JMC’s assets to other companies
from which profit was
generated to
exceed 10% of 20
12

total profit in the reporting period.


ii The Company
had no outside guarantee in 2012
.


iii.

JMC did not entrust other people with cash asset management in the reporting period.


5
.
The Company or the
shareholder holding 5% or more of the Company shares has no
commitment.


6
. Appointment or Dismissal of Account
ing

Firms

U
pon the approval of 2010
Special

Shareholders


Meeting, JMC continues

to appoint
PwC
Zhong Tian
as JMC

s A & B share auditor for year
2011 & year 2012
. The firm
has
offered
JMC audit service
s for

twelve

consecutive year
s
.


U
pon the approval of 2011 Annual Shareholders


Meeting, JMC agrees

to
appoint

PwC
Zhong Tian

as JMC

s

2012 C
-
SOX auditor.


The compensation paid to the account
ing

firm

is as follows
:

Accountant Firm

A & B Share
Auditor for
Year
20
12

2012 C
-
SOX auditor

Out of Pocket Expense

PwC ZhongTian

RMB

1.32
mil
lion

RMB 0.8 million

Included in audit fee.


7
.

Neither JMC nor its Directors or senior management were punished by
regulatory
authorities in 20
12
.


8
. Other Major Events

J
MC
received government grants of RMB
121,965 thousand

appropriate
d by
Nanchang
C
ity

and RMB
46,485.5

thousand appropriated by Qingyunpu District,
Nanchang County
in December 2012
,
which is to support
JMC

s development. These
government

grants have
been recorded into the current period profits and losses, upon the confirmation of the
PwC
Zhong Tian

CPAs Limited Company
.


9. S
equent

Event

17


As of
the
issuance

date
of the Annual Report, JMC Heavy Duty
Vehicle

Co., Ltd. has been
added into the
consolidated
scope of JMC
financial

statements.


Chapter
VI

Share Capital Change
s

& Shareholders


I.
Table o
f

the change
s

of shareholding structure


Before the change

Change (+,
-
)

After the
change


Shares

Proportion
of total
shares (%)

N
ew
shares

Bonus
Shares

Reserve
-

converted
shares

O
thers

S
ubtotal

Shares

Proportion
of total
shares (%)

I.
Limited tradable
A shares

2,781,930

0.32%

-

-

-

-
30

-
30

2,781,900

0.32%

1
.State
-
owned
shares


-

-

-

-

-

-

-

-

-

2. State
-
owned legal
person shares

-

-

-

-

-

-

-

-

-

3. Other domestic
shares

2,781,000

0.32%

-

-

-

-

-

2,781,000

0.32%

Including:










Domestic legal
person shares

2,781,000

-

-

-

-

-

-

2,781,000

-

Domestic natural
person shares

0

-

-

-

-

-

-

0

-

4. Management
Shares

930

-

-

-

-

-
30

-
30

900

-

II.
Unlimited
tradable shares

860,432,070

99.68%

-

-

-

30

30

860,432,100

99.68%

1. A shares

516,432,070

59.83%

-

-

-

30

30

516,432,100

59.83%

2. B shares

344
,
000
,
000

39.85%

-

-

-

-

-

344
,
000
,
000

39.85%

III
.
T
otal

863,214,000

100%

-

-

-

-

-

863,214,000

100%


JMC did not issue shares or derivative securities
during
the
past
three years
as of December
31, 201
2
. JMC

s total
shares remained the same in 2012, and the change

in
shareholding

structure
was

caused by

locked management shares decreased in the reporting period.


II.
Shareholders

1.

Total shareholders, top ten shareholders, and

top ten
shareholders holding unlimited
tradable

shares

Total shareholders

(as of
December 31, 2012
)

JMC had
23,493

shareholders,
including

17,323

A
-
share

holders and

6,170

B
-
share

holders
.

Total shareholders

(as of
March 11, 2013)

JMC had
24,843

shareholders,
including

18,867

A
-
share

holders and

5,976

B
-
share

holders
.

Top ten shareholders

Shareholder
Name

S
hareholder
Type

Shareholding
Percentage
(%)

Shares at the
End of Year

Shares with
Trading
Restriction

Shares due to
mortgage or
frozen

Jiangling Motor Holding
Co., Ltd.

State
-
owned
legal person

41.03

35
4,176,
000

0

0

Ford Motor Company

Foreign

legal
person

30

258,964,200

0

0

Huaan Tactical Select
Domestic
2.67

23,021,403

0

0

18


Securities Investment
Fund

non
-
state
-
owned
legal person

Shanghai Automotive Co.,
Ltd.

State
-
owned

Legal person

1.51

13
,
019
,
610

0

0

National Social Security
Fund
-

Portfolio 102

Domestic
non
-
state
-
owned
legal person

1.30

11,234,091

0

0

Dragon Billion China
Master Fund

Foreign

legal
person

1.01

8
,
723
,
646

0

0

Jpmblsa Re Ftif
Templeton China Fund Gti
5497

Foreign

legal
person

0.58

5
,
035
,
263

0

0

National Soc
ial Security
Fund
-

Portfolio
418

Domestic
non
-
state
-
owned
legal person

0.57

4
,
911
,
700

0

0

New China Select
Securities Investment
Fund

Domestic
non
-
state
-
owned
legal person

0.56

4
,
804
,
583

0

0

Invesco Funds Sicav


Foreign

legal
person

0.54

4
,
698
,
109

0

0

Top ten
shareholders holding unlimited tradable shares

Shareholder
N
ame

Shares without Trading
Restriction

S
hare Type

Jiangling Motor Holding Co., Ltd.

35
4,176,
000

A share

Ford Motor Company

258,964,200

B share

Huaan Tactical Select Securities
Investment
Fund

23,021,403

A share

Shanghai Automotive Co., Ltd.

13
,
019
,
610

A share

National Social Security Fund
-

Portfolio 102

11,234,091

A share

Dragon Billion China Master Fund

8
,
723
,
646


B share

Jpmblsa Re Ftif Templeton China Fund Gti
5497

5
,
035
,
263

B share

National Soc
ial Security Fund
-

Portfolio
418

4
,
911
,
700


A share

New China Select Securities Investment Fund

4
,
804
,
583

A share

Invesco Funds Sicav


4
,
698
,
109

B share

Notes

on association
among

above
-
mentioned

shareholders

None.


2.

Controlling Shareholders

The controlling shareholders of JMC are
Jiangling Motor Holding Co., Ltd.
and Ford

Motor Company
.


JMH was founded on November 1, 2004 and

i
ts registered capital
is

RMB
2 billion.
Jiangling Motors Company (Group) (

JMCG

) and
Chongqing Changan Automobile Co.,
Ltd.
h
eld 50% of total equity of JMH respectively.


L
egal representative
:

Mr.
Xu Liuping

O
rganization code:
76703230
-
7

19


Main scope
of
business: manufactur
ing

of automobiles, engines, chassis, and automotive
components

and parts
, sales of self
-
produced products, as well as related after
-
sale
s

services
; industrial investment;
management & agent for merchandise and technology
export & import
; property management; sales of household articles,
mechanical
&
electronic
equipm
ent
,
artistic handicrafts
,

agricultural by
-
products and steel; consulting
business in enterprise management.

The
unaudited financial data as of December 31, 2012

of JMH are:
total assets of RMB 5.7
billion, net assets of RMB 3.4 billion and net cash gener
ated from operating activities of
RMB 64.22 million
during

2012,
and
net profit of RMB 43.82 million in 2012.


Ford, founded in 1903, is a US
-
based listed company. Chairman: William Clay Ford, Jr.
Main scope
of
business: design, manufacturing, assembly and

sales of cars, trucks, parts
and component
s
, financing, leasing of vehicles and equipment, and insurance business.


3. Actual Controlling Parties

The controlling shareholders of JMH are JMCG and Chongqing Changan Automobile Co.,
Ltd.


JMCG, founded on Jul
y 27, 1991, is a wholly state
-
owned enterprise with registered capital
of RMB 1.5 billion and subordinate to Nanchang State
-
owned Assets Supervision and
Administration Committee. Its legal representative is Mr. Wang Xigao. Main scope of
business: manufactu
ring of automobiles, engines, chassis,
specialty

vehicle, transmission,
other products, automotive quality testing, sales of self
-
produced products and raw
materials, equipment, electronic products, parts and
other
s, as well as related after
-
sales
services

and
maintenance

services; development of products derived from JMC brand light
vehicle; oversea auto project
-
contracting, export equipment, material and related labor
services.


Chongqing Changan Automobile Co., Ltd., founded on December 31, 1996, is a
s
tate
-
controlled enterprise with registered capital of RMB 2.33 billion and subject to the
State
-
owned Assets Supervision and Administration Committee of the State Council
(

SASAC

). Its legal representative is Mr. Xu Liuping. Main scope of business:
develo
pment, manufacturing, sales, import & export business of auto (including sedan),
engine, automotive components, die, tools, installation of machinery, technological
consultant services.


Ownership
and control relation
s

between the
C
ompany and
the actual c
ontrolling parties
are

shown
as
follow
s
:





20

















Chapter
VI
I

Directors, Supervisors, Senior Management and Employees


I.
Directors, Supervisors and Senior Management

1. Basic Information

Position

Name

Gender

Age

Term of Office

Shares

as of
Dec. 31,
20
1
1

Shares
as of
Dec. 31,
201
2

Share
Change in
Year 201
2

Cause
of
Share
Change

Directors










Chairman

Wang Xigao

Male

63

2011.6
-
2014.6

0

0

0


Vice
C
hairman

David L. Schoch

Male

62

2012.3
-
2014.6

0

0

0


Director

Howard D. Welsh

Male

56

2011.6
-
2014.6

0

0

0


Director & President

Yuan
-
Ching Chen

Male

61

2011.6
-
2014.6

0

0

0


Director

&

EVP

Xiong Chunying

Female

49

2011.6
-
2014.6

1,200

1,200

0


Director

Cai Yong

Male

40

2011.6
-
2014.6

00


0


Independent
D
irector

Shi Jiansan

Male

58

2011.6
-
2014.6

0

0

0


Independent
D
irector

Vincent
Pun
-
Fong
KWAN

Male

62

2011.6
-
2014.6

0

0

0


Independent Director

Wang Xu

Female

50

2011.6
-
2014.6

0

0

0


Supervisors










Chief supervisor

Zhu Yi


Male

43

2011.6
-
2014.6

0

0

0


Supervisor

Alvin Qing Liu

Male

56

2011.6
-
2014.6

0

0

0


Supervisor

Zhang
Jian

Male

44

2011.6
-
2014.6

40

40

0


Supervisor

Liu Niansheng

Male

46

2011.12
-
2014.6

0

0

0


Supervisor

Xu Lanfeng

Fem
ale

44

2011.6
-
2014.6

0

0

0


Senior Management:









EVP

Liu Nianfeng

Female

52

2011.6
-
2014.6

0

0

0


CFO

Dennis Leu

Male

49

2012.6
-
2014.6

0

0

0


VP & Board Secretary

Wan Hong

Male

52

2011.6
-
2014.6

0

0

0


Ford

JMH

JMC

JMCG

30%

Chongqing Changan Automobile Co., Ltd.

SASAC

Nanchang State
-
owned Assets
Supervision and Administration
Committee

45
.
55
%

100%

5
0%

5
0%

41.03
%

21


VP

Zhong Wanli

Male

50

2011.6
-
2014.6

0

0

0


VP

Li Qing

Male

48

2011.6
-
2014.6

0

0

0


VP

Zhou Yazhuo

Male

50

2011.6
-
2014.6

0

0

0


VP

Zhu Shuixing

Male

48

2011.6
-
2014.6

100

100

0


VP

John Scholtes

Male

54

2012.3
-
2014.6

0

0

0


VP

William Marshall

Male

5
7

2011.6
-
2014.6

0

0

0


VP

Liu Shuying

Female

50

2012.1
-
2014.6

0

0

0


VP

Liao Zanping

Male

50

2012.7
-
2014.6






2. Positions
at the

shareholder entities held by the
JMC
directors and the supervisors:

Name

Shareholder
E
ntity

Title

Term of
O
ffice

Compensation
P
aid
by
S
hareholder
E
ntity (Y/N)

Wang Xigao

JMH

Vice Chairman

2004.11


N

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2
0
ㄲ⸱1


Y

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F潲搠

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Vice
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C潵湳ol

㈰〹⸱


Y

Z桵hYi

J䵈

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㈰〴⸱1


N


3
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楮i
瑨攠灡獴⁦楶攠yea牳


䑩牥c瑯牳t

䵲⸠Wang 塩ga漬o扯牮bi渠ㄹ㔰Ⱐ
楳ia
獥湩潲nengi湥er

e煵q
v
a汥湴l瑯t灲潦e獳潲Ⱐ
a湤n
桯汤h a
Bachelor’s Degree in Thermodynamics from Tsinghua University

and a Bachelor’s Degree
in Economic Management from Fudan University.
In the past five years,

Mr. Wang Xigao
held various positions inclu
ding

Chairman

of JMCG
, Chairman of Jiangling
-
Isuzu Motors
Company Limited, and Vice
-
Chairman of JMH.

Since March 2004, Mr. Wang Xigao
assumed

the post of the
C
hairman of JMC.


Mr.
David L. Schoch, born in 1951, holds a Bachelor

s Degree in
Business
-
Business
Administration from Lycoming College, U.S.A. and a Master

s Degree in Business
-
Finance
from Temple
Universit
y, U.S.A.
I
n the past five years,
Mr.
David L. Schoch held various
positions including CFO & Vice President responsible for Financ
e & Strategic Planning of
Ford Europe, Executive Director in charge of Canada, Mexico and South America,
Controller of Ford America
,
Chairman and CEO of Ford Motor (China) Ltd.
,
Ford Motor
Company
Group Vice President and President
of
Asia Pacific
.

Mr.
Dav
id L. Schoch

was
appointed as
Vice Chairman
of JMC
i
n
March 2012
.


Mr. Howard
D.
Welsh, born in 1957, holds a Bachelor’s Degree in Engineering from
Pennsylvania State University and a MBA from University of Pittsburgh.
In the past five
years,
Mr. Howard W
elsh
has held
Vice President
and

CFO of Ford Motor (China) Ltd.
Since

December 2004
,
Mr. Howard Welsh
assumed the post of
Director of JMC.

22



Mr. Y
uan
-
Ching

Chen, born in 1952, holds mechanical engineering Degree from National
Cheng Kung University of China

Taiwan.
In the past five years,
Mr.
Yuan
-
Ching

Chen
has
held
the
positions
of
the President

and Director
of JMC. Mr. Y
uan
-
Ching

Chen was
appointed as
Director of
JMC
i
n
June 2009
.


Ms. Xiong Chunying, born in 1964, senior engineer, holds a Bachelor

s
Degree in
Automobile Engineering from Jiangsu Engineering College, a Master

s Degree in
Industrial Economics from Jiangxi University of Finance and Economics and an EMBA
Degree in China Europe International Business School. In the past five years, Ms. Xion
g
Chunying has held the positions of Executive Vice President of JMC and Director of JMCG.
Ms. Xiong Chunying

was appointed as
Director of
JMC
i
n
December 2009
.


Mr. Cai Yong, born in 1973, is a senior engineer, holds a Bachelor

s Degree in Forging and
a M
BA from Chongqing University
.

I
n the past five years,
Mr. Cai Yong held various
positions including Director of Development & Planning Division under Development &
Planning Department,
Supervisor, Assistant to General Manager and Director of Joint
Venture
& Cooperation Management Department for Chongqing Changan Automobile
Company Limited.
Mr. Cai Yong

was appointed as
Director of
JMC
i
n
June 2011
.


Mr. Shi Jiansan, born in 1955, lawyer, holds a Jurisprudence Master Degree from East
China University of Poli
tical Science and Law, and a Ph.D in Economics from Shanghai
Academy of Social Sciences
. In the past five years,
Mr. Shi Jiansan held various positions
including a partner of All Bright Law Office
,
a research fellow of Shanghai Academy of
Social Sciences,
arbitrator of China International Economic and Trade Arbitration
Commission and Shanghai Arbitration Commission
.
Mr.
Shi Jiansan
was appointed as
Independent

Director of JMC
i
n
June

2008
.


Mr. Vincent Pun
-
Fong KWAN, born in 1951,
professor,
holds a Bachelo
r’s Degree in
Social Sciences from Hong Kong University, a Master Degree in Commerce from
Hitotsubashi University, and a Doctor Degree in Business Administration from University
of Western Sydney and is a certified Practicing Account (Australia).
In the pa
st five years,
Mr. Vincent Pun
-
Fong KWAN held various positions including Chief Financial Officer of
Yew Chung Education Foundation Limited

and

D
irector of Finet Holdings Lim
i
ted. Mr.
Vincent Pun
-
Fong KWAN was appointed as Independent

Director of JMC
i
n
Ju
ne

2008
.


Ms. Wang Xu, born in 1963, professor, holds a Bachelor

s and Master

s Degree in
Engineering and a Doctor

s Degree in
Mechanical

Engineering from Chongqing University,
and is a doctorial tutor.
I
n the past five years, Ms. Wang Xu held various
positions
including Deputy Dean

Dean of Trading and Public Administration School for Chongqing
University, and a member of Advisory Committee for Policy Decision
-
making of
Chongqing Municipal Government.

Ms. Wang Xu
was appointed as Independent

Director
of

JMC
i
n
June

20
11.


Supervisor
s
:

23


Mr. Zhu Yi, born in 1970,
is a senior
accountant,
and
holds a Bachelor’s Degree in
Business Management

and a MBA from Jiangxi University of Finance & Economics
.

In the
past five years,

Mr. Zhu Yi
used to be the
Chief of JMC
G Asset & Finance Department
,
Assistant to General Manager, Vice General Manager of JMCG, and Director of JMH.

Mr.
Zhu Yi has been a Supervisor of JMC since June 2002.


Mr. Alvin Qing Liu, born in 1957, has a Jurisprudence Doctor Degree and a Master Degre
e
in
International Economics from Marquette University, U.S.A.
and

is a member of
American Bar Association and
was
admitted to practice in the U.S. Federal Court for the
Eastern District of Wisconsin.
In
the

past five years, Mr. Alvin Qing Liu has held the

positions including
Vice President

and General Counsel

of Ford Motor (China) Ltd
,
Vice
President

and General Counsel

of Ford

Asia Pacific
. Mr. Alvin Qing Liu has been a
Supervisor of JMC since June 2002.


Mr. Zhang Jian, born in 1969, holds a College Deg
ree in Secretarial Professional from
North China University of Technology
.
I
n the past five years, Mr. Zhang Jian held various
positions including Chairman Secretary & Office Deputy Director of JMC, JMCG Office
Director, Director of JMCG Communist Party Of
fice, Chief of Publicity Department and
Assistant to General Manger of JMCG
.
,

S
enior

Vice Chairman, Chairman of JMCG Labor
Union and C
hief

of JMCG Publicity Department.

Mr. Zhang Jian held the post of
Supervisor of JMC in June 2011.


Mr. Liu Niansheng, bor
n in 1967, is a senior engineer, and holds a Bachelor

s Degree in
Forging Technology and Equipment from
J
iangxi University of Technology and a Master

s
Degree in National Economic Management from Renmin University of China.
I
n the past
five years,
Mr. Liu Niansheng held various positions including
Plant Manager of JMC
Framing Plant, Plant Manager of JMC Transit Plant

and

Assistant to the President

of JMC .
Mr. Liu Niansheng held the post of Supervisor of JMC in December 2011.


Ms. Xu Lanfeng, born
in 1969, senior engineer, holds a Bachelor

s Degree in Forging
Technology and Equipment from Nanchang University and a MBA from University of
International Business and Economics. In the past five years, Ms. Xu Lanfeng held
various

positions including Depu
ty Plant Manager of JMC Framing Plant, Deputy
Chief
, Chief

of
Manufacturing Department
. Ms. Xu Lanfeng
has bee
n a
Supervisor of JMC in June 2008.


Senior management:

Ms. Liu Nianfeng, born in 1961,

holds a Bachelor of Science Degree in Engineering from
Zhe
Jiang University

and a MBA from t
he University of Texas at Arlington
.
In the past five
years,
Ms. Liu
has held the position of

Director of JMCG and
Executive Vice President of
JMC
.


Mr.
Dennis Leu
, born in 1964, holds a Bachelor

s Degree in Business from C
hung Yuan
Christian University of China Taiwan and a Master

s Degree in Business Administration
from National Central University of China Taiwan.
I
n the past five years,
Mr.
Dennis Leu

held various positions including Controller of Ford Lio Ho Motor Company,
Controller
of
24


Changan Ford Mazda Automobile Co., Ltd,
Chief of Planning and Management
Department,
Controller, CFO of the Company.


Mr. Wan Hong, born in 1961,
is an engineer
,
and
h
olds a
Master of Business
Administration Degree

from Jiangxi University
of
Finance
&

Economic
s.

In the past five
years,
Mr. Wan Hong

has held the positions of Vice President and Board Secretary of JMC
.


Mr. Zhong Wanli, born in 1963, holds a Bachelor’s Deg
ree from Nanchang Aeronautical
Institute and a Master’s Degree from Jiangxi University
of
Finance
&

Economic
s. In
the

past five years,

Mr. Zhong Wanli
has held the positions of
President of Zhongtian Hi
-
tech
Special Vehicle Co., Ltd., Deputy Director of Ch
ina Sourcing Office
for

Ford (China)
,

and
Vice President of JMC.


Mr. Li Qing, born in 1965, holds a Bachelor’s Degree in Marketing from Wuhan University
of Technology and
a
MBA from University of South Australia and Jiangxi University
of
Finance
&

Economi
cs.
In the past five years, Mr. Li Qing has held the positions of

Vice
General Manager
and General Manager
of the former Jiangling Motors Sales General
Company
, General Manager of JMC Sales & Services Branch, Vice President of JMC

and
Director of JMCG
.


Mr
. Zhou Yazhuo, born in 1963,
is a
senior engineer,
and
holds a Bachelor’s Degree in
Forging from the Central China Engineering College.
In the past five years,
Mr. Zhou
Yazhuo

has held the position of
Vice President of JMC
.


Mr. Zhu Shuixing, born in 1965,

holds a Master

s Degree in Pressure Processing from
Northwestern Polytechnical University and a MBA from Jinan University.
I
n the past five
years, Mr. Zhu Shuixing has held the positions of Operation Officer of Amphenol East Asia
Electronic Technology (Sh
enzhen) Limited, Assistant to the President and Vice President of
JMC.


Mr. John Scholtes, born in 1959, holds a Bachelor Degree in Mechanical
Engineering

from
Purdue University, U.S.A. and a Master

s Degree in Business Administration from
University of De
troit Mercy, U.S.A.
In the past five years,
Mr. John Scholtes held various
positions including Product Development & TVM Director of Ford Southern Africa

and
Vice President of JMC.


Mr. William John

Marshall, born in 1955, holds a Bachelor

s Degree in Engi
neering
Electrical from Monash University of Australia. Mr. William John Marshall
has
held
various positions including MP&L Area Manager and Launch Manager of Ford Australia,
Body Manufacturing Manager and FPS/Lean Manufacturing Manager of Ford FAP & A
,

an
d
Vice President of JMC.


Ms. Liu Shuying, born in 1962, is a senior engineer and holds a
Bachelor

s Degree in
Mechanical Manufacturing from Jiangxi University of Technology.
I
n the past five years,
Ms. Liu Shuying has held various positions including Director of Product Development
25


Center
,
Assistant to the President of JMC

and Vice General Manager of Jiangling
-
Isuzu
Motors Company Limited
, and

Vice President of JMC.



Mr. Liao Zanping, born in 1963,
is a senior engineer and holds a Bachelor’s Degree in
Internal
-
combustion Engine from Tianjing University and a MBA from Peking University.
I
n the past five years,
Mr. Liao Zanping has held various positions including General
Manager of Beijing Automobile
Works Co., Ltd., General Manager, Chairman of Wolff
Engine (Jiangxi) Co., Ltd., General Manager of JMCG Jingma Motors Co., Ltd.
, Vice
President of JMC and General Manger of
JMC Heavy Duty Vehicle Co., Ltd
.


4.
Particulars about positions and concurrent positions in other entities other than
shareholder entities
:

Name/
Title

in
the
Company

E
ntity

Relationship with
the

Company

Title

Wang Xigao
/
Chairman

JMCG

The

Chairman of JMCG
also takes the post of the
Company

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26


Cai Yong

/Director

Chongqing Changan
Automobile Co., Ltd.

See the figure in Chapter
III

Supervisor, Assistant
to General Manager
and Director of Joint
Venture & Cooperation
Management

Department


Shi Jiansan
/

Independent director

Shanghai Academy of
Social Sciences

No relationship

R
esearch
F
ellow

Vincent Pun
-
Fong KWAN

/

Independent Director

Faculty of Business and
Economics, the
University

of
HongKong

No relationship

Executive
Director

Wang Xu/ Independent
Director


Chongqing University


No

relationship

Dean of Trading and
Public Administration
School

Zhu Yi/Supervisor

JMCG

The

Chairman of JMCG
also takes the post of the
Company

s Chairman

Vice General Manager

Alvin Qing
Liu/Supervisor

Changan Ford
Automobile Co., Ltd.

Ford holds
50
% shares

Director

Liu Nianfeng/EVP

JMCG

The

Chairman of JMCG
also takes the post of the
Company

s Chairman

Director

Dennis Leu

/CFO

Jiangling
-
Isuzu Motors
Company Limited

Shareholding
Subsidiary

Director

Li Qing/Vice President

JMCG

The

Chairman of JMCG
also takes the post of the
Company

s Chairman

Director

Zhou Yazhuo/Vice
President

Jiangling
-
Isuzu Motors
Company Limited

Shareholding Subsidiary

V