江铃汽车五届一次董事会会议决议公告(英文版)

Share’s code： 000550 Share’s Name： Jiangling Motors No.： 2005—018

200550 Jiangling B

Jiangling Motors Corporation， Ltd.Public Announcement on Resolutions of the Board of Directors

Note: Jiangling Motors Corporation， Ltd. and its Board members undertakethat the information disclosed herein is truthful， accurate and complete andcontains no false statement， misrepresentation or major omission.I. Informing of the Meeting

The Board of Directors of Jiangling Motors Corporation， Ltd. (hereinafter referred toas ‘JMC’ or ‘the Company’) sent out a written meeting notice to all the director

candidates， the supervisor candidates， the members of the Executive Committee andrelevant persons on June 17， 2005.II. Time， Place & Form of Holding the MeetingThe Board meeting was held in the conference centre on the second floor of the

Administration Building of JMC on June 28 and June 29， 2005. The procedure of

convening and holding the meeting complied with the stipulation of the relevant laws，regulations and the Articles of Association of JMC.III. Status of the Directors Attending the Meeting

Nine Directors shall attend this Board meeting and eight directors were present.

Director Tu Hongfeng did not attend this meeting. He authorized Director Wang

Xigao to represent him at this meeting.IV. Resolutions

The directors present at the meeting approved the following resolutions based on their

discussion:

1. Election of Chairman and Vice Chairman

The Board of Directors elected Mr. Wang Xigao as the Chairman of JMC and Mr. Mei

Wei Cheng as the Vice Chairman.There were 9 votes in favor of the election， 0 vote against， and 0 abstention.

2. Approval of the Composition of the Special Committees under the Board

The Board of Directors approved the composition of the special committees under the

Board as follows:

Strategy Committee:

Chairman: Wang Xigao

Member: Mei Wei Cheng， Lu Shuifang， Howard Welsh， Yuan-Ching Chen，Tu Hongfeng

Secretary: Wan Hong

Compensation Committee:

Chairman: Pan Yuexin

Member: Zhang Zongyi， Lok Kim Chai， Lu Shuifang， Howard WelshSecretary: Wan Hong

Audit Committee:

Chairman: Zhang Zongyi

Member: Pan Yuexin， Lok Kim Chai， Lu Shuifang， Howard WelshSecretary: Manto Wong

Voting result of the Board on the above-mentioned composition of the special

committees was 9 votes in favor， 0 vote against， and 0 abstention.

3. Appointment of Senior Executives

The Board of Directors appointed Mr. Yuan-Ching Chen as the President of the

Company.

Based on the Chairman’s nomination， the Board appointed Mr. Wan Hong as the

Board Secretary.

Based on the President’s nomination， the Board of Directors appointed the following

senior executives:

Mr. Tu Hongfeng as an Executive Vice President;

Ms. Xiong Chunying as an Executive Vice President;

Ms. Liu Nianfeng as an Executive Vice President;

Mr. Manto Wong as the Chief Financial Officer;

Mr. Wan Hong as a Vice President;

Mr. Zhong Wanli as a Vice President;

Mr. Zhou Yazhuo as a Vice President;

Mr. Kevin Whipp as a Vice President.Voting result of the Board on the above-mentioned appointment of the senior

executives was 9 votes in favor， 0 vote against， and 0 abstention.

4. Approval of the Composition of the Executive Committee

The Board of Directors approved the Executive Committee shall be comprised of Mr.Yuan-Ching Chen， Mr. Tu Hongfeng， Ms. Xiong Chunying， Ms. Liu Nianfeng， Mr.Manto Wong， Mr. Wan Hong and Mr. Zhong Wanli. Mr. Yuan-Ching Chen， Presidentof the Company， shall be the Chairman of the Executive Committee.There were 9 votes in favor of this proposal， 0 vote against， and 0 abstention.

5. Vehicle Emission & Environmental Test Lab Program

The Board of Directors approved Vehicle Emission & Environmental Test Lab

Program， of which total investment shall be controlled under RMB 53 million.There were 9 votes in favor of this proposal， 0 vote against， and 0 abstention.The vehicle emission & environmental test lab will be used in emission test and

high/low temperature test during produc t development. It can meet relevant

environmental protection requirement s of State Environmental Protection

Administration and promote JMC’s product development capacity to build such

vehicle emission & environmental test lab.

6. Waste Water Treatment Plant Project

The Board of Directors approved Waste Water Treatment Plant Project with total

investment of RMB 11.21 million.There were 9 votes in favor of this proposal， 0 vote against， and 0 abstention.Implementing waste water treatment plant project is to meet industrial waster water

treatment requirements of Nanchang Environment Protection Bureau.

7. Amendment to 2005 Related Party Transaction Framework

The Board of Directors agreed the Amendment to 2005 Related Party Transaction

Framework. The annual forecast amount of the related party transaction between

JMCG Import & Export Co.， Ltd and the Company was revised to RMB 418 million

from RMB 187 million， and the annual forecast amount of the related partytransaction between JMCG Modification Plant and the Company was revised to RMB

162 million from RMB 98 million.

The above-mentioned amendment to the related party transaction framework of

JMCG Import & Export Co.， Ltd and JMCG Modification Plant is subject to the

approval of the shareholders’ meeting.When voting on the proposal， Director WangXigao， Director Lu Shuifang and Director Tu Hongfeng withdrew from the voting andall the other directors agreed this proposal.The amendment to the annual forecast amount with JMCG Import & Export Co.， Ltdwas due to forecast increase of export volume. The amendment to the annual forecast

amount with JMCG Modification Plant was due to higher modification value than

original forecast.Please see the relevant public announcement of JMC Board in China Securities，Securities Times and Hong Kong Commercial Daily on January 21， 2005 for the 2005

related party transaction framework.

8. Related Party Transaction With Ford Otosan

The Board of Directors approved the related party transaction with total amount of

US$ 13.4 million on V348 stamping die supply between the Company and Ford

Otosan， and the Board authorized the Executive Committee to execute this relatedparty transaction with Ford Otosan.When voting on the proposal， Director Mei Wei Cheng， Director Howard Welsh and

Director Yuan-Ching Chen withdrew from the voting and all the other directors

agreed this proposal.

Ford Otosan is an affiliated enterprise of Ford Motor Company. Please see the

announcement on the related party transaction for details.V. Opinions from Independent Directors

Independent directors， Mr. Zhang Zongyi， Mr. Pan Yuexin and Mr. Lok Kim Chai，expressed their opinions on the appointment of senior executives and the relevant

related party transaction as follows:

1. We have been informed of the meeting agenda prior to the meeting.

2. Appointment of Senior Executives

(i) After the review of the senior executives’ resume， situations stipulated in Article 57of the Company Law and other restrictions on appointment of a listed company’s

senior executive were not identified; and

(ii) The procedure of the appointment of the senior executives complied with the

relevant requirements of the Articles of Association of JMC.

3. Relevant Related Party Transaction

(i) Because the amendment to the related party transaction framework was made

according to the market changes， we believe that it was reasonable ; and(ii) As to the related party transaction between the Company and Ford Otosan on

V348 stamping die supply， we have understood the relevant situation. Based on our

careful review， we believe that the transaction accorded with customary businessprinciples because it was made through bidding process and based on a

comprehensive evaluation on the capacity of suppliers， such as quality， price， deliverytiming， coordination and design capacity， etc.

Board of Directors

Jiangling Motors Corporation， Ltd.July 1， 2005