Wuling Motors Reveals RMB-Denominated Structured Deposit Subscriptions; Certain Deals Deemed Very Substantial Acquisitions, SGM Set for Ratification

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Wuling Motors Holdings Limited on 2 July 2026 disclosed that its non-wholly owned subsidiaries—Liuzhou Wuling Motors Industrial Company Limited (“Wuling Industrial”) and Liuzhou Zhuotong Auto Parts Co., Ltd.—entered into multiple structured deposit agreements with nine PRC licensed banks between 3 July 2025 and 2 March 2026. All deposits have since matured.

During the period, 41 separate RMB-denominated deposits were placed with Industrial Bank Co., Ltd. (“CIB”) alone, at principal amounts ranging from RMB 40.00 million to RMB 1.10 billion, offering minimum–maximum annualised returns of 1.00%–1.98%. The cumulative outstanding balance with CIB peaked at RMB 2.17 billion, triggering Listing Rules percentage ratios in excess of 100%. Consequently, several of these CIB subscriptions are classified as “very substantial acquisitions”, while others fall under “major” or “discloseable” transaction categories.

Additional placements included: • Hua Xia Bank (“HXB”) – 12 deposits, individual principals of RMB 40.00 million–350.00 million, aggregate exposure up to RMB 600.00 million; some grouped subscriptions constituted “major transactions”. • China Everbright Bank (“CEB”) – 11 deposits, single placements of RMB 50.00 million–300.00 million; one grouping (RMB 550.00 million) reached “major transaction” status. • China Construction Bank (“CCB”) – four deposits, led by an RMB 800.00 million single placement classified as a “major transaction”. • Other banks (Bank of Communications, CITIC Bank, China Minsheng Bank, Agricultural Bank of China and Shanghai Pudong Development Bank) handled individual deposits of RMB 100.00 million–450.00 million, each treated as “discloseable transactions”.

All products were principal-protected, short-term (mostly one-month) instruments linked to indicators such as Shanghai Gold Exchange prices, FX pairs or treasury bond yields, with minimum returns from 0.70% and maxima up to 2.40%.

Regulatory Implications Because several subscriptions exceeded the 25% and 100% percentage ratio thresholds under Chapter 14 of the Hong Kong Listing Rules, they should have been classified respectively as “major transactions” or “very substantial acquisitions”, requiring prior announcement and shareholder approval—procedures that were not followed at the time. The company attributes the oversight to an internal misclassification of the products as fixed deposits.

Internal Control Breach and Remediation The company acknowledged non-compliance with Listing Rules 14.34, 14.38A, 14.40, 14.48 and 14.49. Remedial steps include: 1. Mandatory pre-transaction reporting by Wuling Industrial’s treasury team to the holding-company finance department. 2. Revision of internal policies to cover all non-standard deposit-type investments, with a RMB 30.00 million reporting threshold to the Board. 3. Engagement of external legal advisors for staff and director training on Listing Rules by 31 August 2026. 4. Ongoing recourse to professional advice for future transactions.

Shareholder Action A special general meeting (SGM) will be convened to ratify the past subscriptions classified as major transactions and very substantial acquisitions. A circular containing full details and the SGM notice is slated for dispatch on or before 25 August 2026. No shareholder is required to abstain from voting, as the board believes none holds a material interest in the transactions.

Rationale Management stated that the deposits optimised utilisation of idle cash—recorded at RMB 3.16 billion as at 31 December 2024 and RMB 4.56 billion as at 30 June 2025—without compromising liquidity, while providing higher yields than standard bank deposits.

All structured deposits have matured, and Wuling Motors reports no further subscriptions since early March 2026.

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