Qingling Motors Announces Board Overhaul, Business Scope Expansion, and Articles Amendment

Bulletin Express
03/29

Qingling Motors disclosed a broad management reshuffle, an enlarged business scope, and pending amendments to its Articles of Association, all subject to shareholder approval at the forthcoming extraordinary general meeting (EGM).

Board Changes • Eight incumbent directors, including Chairman Luo Yuguang and Vice-Chairman Nakamura Koji, have submitted resignations effective on the EGM date. • Controlling shareholder Qingling Motors (Group) Company Limited has nominated three executive director candidates: Liu Zhongwei (proposed new Chairman), Xu Dengke, and Song Xiumin, while substantial shareholder Isuzu Motors Limited put forward Kani Takuji (proposed new Vice-Chairman) and Nagata Tomoya. • The nomination committee additionally recommended Yang Xinglong and Hou Qian as independent non-executive director (INED) candidates, and Yan Huarong as employee director. • Post-election, the Board intends to appoint Liu as Chairman and nomination committee chair; Kani as Vice-Chairman; Yang as chair of the audit and remuneration committees; and Hou as a member of the audit, remuneration, and nomination committees. • Remuneration: INEDs Yang and Hou will each receive RMB0.12 million per annum. Kani and Nagata will waive director fees under an agreement with Isuzu; Liu, Xu, Song, and Yan will not receive board remuneration.

Business Scope Expansion To support operational growth, Qingling Motors proposes adding the following to its licensed activities: technical services and consulting, technology transfer and promotion, automotive component remanufacturing, intelligent vehicle equipment production and sales, certain leasing services, hazardous-goods road transport, and urban distribution logistics (excluding hazardous goods).

Articles of Association Amendments Consequential to the expanded scope and updated state regulations on state-owned enterprise leadership, Articles 4 and 13 will be revised. The amendments clarify procedures for appointing or changing the legal representative and incorporate the new business activities into the official scope.

Next Steps All proposed director elections, the expanded business scope, and the Articles amendments will be tabled as ordinary or special resolutions at the upcoming EGM. Implementation is contingent on shareholder approval and requisite regulatory filings in China.

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