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Announcement of Jiangling Motors Corporation Limited to Increase Shareholding of JMC by Shareholders and Persons acting in Concert

Note: We and all members of the board of directors confirm that the information contained in this announcement are true, accurate and complete, absent of any false record, misleading statement or material omission. Jiangling Motors Corporation Limited (the “Company”) received a notice from Ford Motor Company (“Ford”) on November 29, 2013, a shareholder of the … Continued

Note: We and all members of the board of directors confirm that the information contained in this announcement are true, accurate and complete, absent of any false record, misleading statement or material omission.

Jiangling Motors Corporation Limited (the “Company”) received a notice from Ford Motor Company (“Ford”) on November 29, 2013, a shareholder of the Company holding more than 30% shares in the Company, stating that, from January 21, 2013 (the “First Shareholding Increase Date”) to November 29, 2013, due to its confidence in sustainable development of JMC, Ford acquires 17,264,194 shares of JMC that were listed on domestic market and issued to foreign investors (“B Shares”), representing 2.000% of the aggregate issued shares of JMC (this “Shareholding Increase”).  We hereby make an announcement of this Shareholding Increase as follows:

I.          Shareholder of this Shareholding Increase

The shareholder of this Shareholding Increase is Ford. Prior to the First Shareholding Increase Date, Ford held 258,964,200 B shares of JMC (of which 100,000,000 shares were indirectly held by Ford through Citibank N.A. in the form of American Depositary Receipts), representing 30% of the aggregate issued shares of JMC.

II         Purpose and Plan of this Shareholding Increase

Purpose of this Shareholding Increase: As having confidence in sustainable development of JMC in the future, Ford intends to, by means of increasing its shareholding of the Company, share the proceeds generated by the Company’s future development.

Plan of this Shareholding Increase: Ford will acquire no more than 2% of the issued shares of JMC in a method permitted by the securities trading system of the Shenzhen Stock Exchange (including without limitation, centralized bidding and block transaction) within 12 months as of the First Shareholding Increase Date.

III.       Method of this Shareholding Increase

From the First Shareholding Increase Date to November 29, 2013, Ford achieves this Shareholding Increase through a method permitted by the securities trading system of the Shenzhen Stock Exchange (including without limitation, centralized bidding and block transaction).

IVTerm of this Shareholding Increase

The term of this Shareholding Increase will not exceed 12 months as of the First Shareholding Increase Date.

V.    Progress of this Shareholding Increase

Ford acquired an aggregate of 17,264,194 B Shares of JMC by the method of centralized bidding and block transaction during the period from January 21, 2013 to November 29, 2013, representing 2.000% of the aggregate issued shares of JMC, and had finished this Shareholding Increase. After these shareholding increases, the B Shares of JMC held by Ford are 276,228,394 shares (of which 100,000,000 shares are indirectly held by Ford through Citibank N.A. in the form of American Depositary Receipts), representing 32.000% of the aggregate issued shares of JMC.

VI.   Legality of this Shareholding Increase

Ford held 258,964,200 B Shares in the Company prior to this Shareholding Increase (of which 100,000,000 shares were indirectly held by Ford through Citibank N.A. in the form of American Depositary Receipts), representing 30% of the issued and outstanding shares of JMC, which fact exited for over one year. Ford acquired 17,264,194 B Shares of the Company, representing 2.000% of the issued and outstanding shares of JMC and had finished this Shareholding Increase.

This Shareholding Increase conforms to the Measures for the Administration of the Takeover of Listed Companies and the provisions of other relevant laws and regulations and has satisfied the conditions for exemption from an application for a waiver of a takeover offer to increase shareholding as required in the Measures for the Administration of the Takeover of Listed Companies.

VII. Effect of this Shareholding Increase on the Status of JMC as a Listed Company

This Shareholding Increase is to be carried out by Ford, a shareholder holding more than 30% of the shares of the Company. After completion of this Shareholding Increase, the shares held by Ford in the Company is 32.000% of the aggregate issued shares of the Company. Therefore this is not cause the Company to lose its qualification as a listed company.

VII. Undertaking of Ford

Ford shall not reduce its shares in the Company during the term of this Shareholding Increase. Furthermore, Ford undertakes that it will not reduce the shares it acquires in this Shareholding Increase within 6 months as of the completion date of this Shareholding Increase.

The above is hereby announced.

 

Board of Directors

Jiangling Motors Corporation, Ltd.

December 2, 2013

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