Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited
take no responsibility for the contents of this announcement, make no representation as to its
accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever
arising from or in reliance upon the whole or any part of the contents of this announcement.
(a Sino-foreign joint venture joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1122)
ANNOUNCEMENT MADE PURSUANT TO RULE 13.51B(2) OF
THE LISTING RULES
This announcement is made by Qingling Motors Co. Ltd (the “Company”) pursuant to Rule
13.51B(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong
Kong Limited (the “Listing Rules”) in relation to the details required to be disclosed under Rule
13.51(2)(u) of the Listing Rules.
The board of directors of the Company (the “Board”) noted that the Securities and Futures
Commission (the “SFC”) issued a news release on 13 January 2022, announcing that the
Takeovers Executive of the SFC (the “Takeovers Executive”) had commenced disciplinary
proceedings before the Takeovers and Mergers Panel against, among others, Mr. Liu Tianni, an
independent non-executive director of the Company, alleging that he had been in breach of the
Code on Share Buy-backs.
The SFC alleged that in March 2020, Wonderful Sky Financial Group Holdings Limited (stock
code: 1260) (“Wonderful Sky”) bought back 42,500,000 shares by way of a block-trade which
was pre-arranged and pre-agreed between Wonderful Sky and the vendor (the “Buy-back”). The
Buy-back constituted an off-market share buy-back which required the Takeovers Executive’s
approval and the approval of Wonderful Sky’s disinterested shareholders, neither of which was
obtained. As alleged by the SFC, Mr. Liu Tianni, as the Chairman, Chief Executive Officer and
an executive director of Wonderful Sky, was the main decision maker for the Buy-back.
The Board will make further announcement(s) regarding subsequent disclosures as and when
required and appropriate in accordance with the requirements under the Listing Rules.
By Order of the Board
Qingling Motors Co. Ltd
LUO Yuguang
Chairman
Chongqing, the People’s Republic of China, 14 January 2022
As at the date of this announcement, the Board comprises 11 directors, of which Mr. LUO
Yuguang, Mr. YASUTA Tatsuya, Mr. MASUDA Yoichi, Mr. YAGI Naoto, Mr. LI Juxing,
Mr. XU Song and Mr. LI Xiaodong are executive directors and Mr. LONG Tao, Mr. SONG
Xiaojiang, Mr. LIU Tianni and Mr. LIU Erh Fei are independent non-executive director
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