About BAIC MOTOR Company

BAIC Motor Co., Ltd. is a company co-founded by BAIC Group Co., Ltd., Beijing State-owned Assets Management Co., Ltd., Hyundai Innovation Holdings Co., Ltd., Beijing State-owned Capital Management Center, and Beijing Energy Investment (Group) Co., Ltd. (current name: Beijing Energy Group Co., Ltd.) with the approval of Beijing State-owned Assets Supervision and Administration Committee on September 15, 2010 with Beijing State-owned Assets Administration [2010] No. 199. The company has a total share capital of 5,000 million yuan, and obtained the “Business License for Corporate Legal Entities” issued by the Beijing Administration for Industry and Commerce with registration number 110000013242002 on September 20, 2010. According to Beijing Asset Rights [2010] No. 151 “Approval on Issues Relating to the Management of State-owned Shares of BAIC Motor Co., Ltd. (Preparation)” issued by the Beijing Municipal People's Government's State-owned Assets Supervision and Administration Committee on September 15, 2010, and the relevant provisions of the sponsor agreement and articles of association (draft), the registered capital applied for registration by the company is RMB 5,000 million, and the total share capital is 5,000 million shares, with a face value of 1 yuan per share. All sponsors shall pay in four installments within 10 days after the entry into force of the sponsor agreement, before December 30, 2010, before February 27, 2011, and within 6 months after the establishment of the company. As of March 21, 2011, the company received the total investment of RMB 5,000 million from shareholders of the sponsors, of which the cumulative paid-up registered capital was RMB 5,000 million, accounting for 100.00% of the total registered capital. Kyoto Tianhua Certified Public Accountants Co., Ltd. examined and issued the Kyoto Tianhua Certified Public Accountants (2011) Capital Inspection Report No. 0023. According to the equity transfer agreements signed by Hyundai Innovation Holdings Co., Ltd., the original shareholder of the company in 2011 with Anhui Guoyuan Venture Capital Co., Ltd. (current name: Ningbo Frontier Investment Co., Ltd.), Hangzhou Yunzhong Investment Management Co., Ltd. (current name: Qingtian Yunsheng Investment Management Co., Ltd.), Tianjin Blueberry Equity Investment Fund Partnership (limited partnership), and Quanzhou Shitong Venture Capital Center (limited partnership), respectively, Hyundai Innovation Holdings Co., Ltd. holds them 1.66% of the company's shares were transferred to the above company. According to the equity transfer agreement signed between Beijing State-owned Assets Management Co., Ltd., the original shareholder of the company, and Beijing Industrial Development Investment Management Co., Ltd., Beijing State-owned Assets Management Co., Ltd. transferred all 13.18% of its shares to Beijing Industrial Development Investment Management Co., Ltd. In 2012, according to the resolution of the sixth interim meeting of the company's shareholders in 2012 and the provisions of the revised articles of association and capital increase agreement, the company increased its registered capital by 616 million yuan, and the total amount of capital increase to be paid by shareholders was 4004 million yuan. Among them, shareholders of the first capital increase are required to pay a total of 3003 million yuan for the capital increase, 462 million additional shares, and 2,541 million yuan in capital reserves for the rest. The first phase of the capital increase has been completed, and it has been tested by Zhitong Certified Public Accountants (Special General Partnership). The report number is Grant Thornton Certified (2013) No. 110ZC0016. Shareholders of the second capital increase should pay a total of 1001 million yuan for the capital increase, 154 million additional shares, and 847 million yuan in the remaining capital reserve. The second phase of the capital increase has been completed, and it has been tested by Zhitong Certified Public Accountants (Special General Partnership). The report number is Zhitong Certified (2013) No. 110ZC0087. After the change, the total share capital of the company was 5616 million yuan. On June 25, 2013, the company obtained the “Enterprise Legal Business License” with registration number 110000013242002 issued by the Beijing Administration for Industry and Commerce, and the paid-in capital was changed to 5616 million yuan. In November 2013, the issuer held a resolution of the 2nd Extraordinary General Meeting of Shareholders in 2013, and the issuer issued 765,818,182 additional common shares to Daimler AG (DAIMLERAG). DAIMLERAG (DAIMLERAG) invested 5130.9818 million yuan in monetary terms, increased the issued registered capital by 765.8182 million yuan, and increased the capital reserve by 4365.1636 million yuan. The capital increase was completed on November 21, 2013, verified by Grant Thornton Certified Public Accountants (Special General Partnership), and issued the Capital Inspection Report No. 110ZC0207 (2013). On December 19, 2014, BAIC was first listed on the main board of the Hong Kong Stock Exchange Co., Ltd., listed as BAIC Motor, stock code 1958, and sold 1,238,820,000 shares worldwide; on January 14, 2015, the company completed the over-allotment of some of its shares, totaling 96,052,500 shares. According to the relevant regulations on reducing state-owned shares holdings, as well as the State Council's State-owned Assets Administration Commission's “Approval on Issues Related to BAIC Motor Co., Ltd. State-owned Equity Management and State-owned Share Transfer” (China Asset Rights [2014] No. 59), and the National Social Security Fund Council's “Letter from the Social Security Foundation on Issues Related to the Reduction of Beijing Motor Company's Hong Kong Listed State-owned Shares” (Social Security Fund Issue [2014] No. 124), BAIC Motor's current H-share IPO process, BAIC Motor Group Co., Ltd., Beijing National Capital Management Center, Beijing Energy Investment (Group) Co., Ltd., and Beijing Industrial Development Investment Management Co., Ltd. reduced its holdings by 10% according to the issuance scale and handed over the shares to the National Treasury. According to the above arrangement, BAIC Motor Group Co., Ltd. reduced its holdings by 107,233,316 shares, the Beijing State-owned Capital Management Center reduced its holdings by 6,616,087 shares, Beijing Energy Investment (Group) Co., Ltd. reduced its holdings by 6,294,388 shares, and Beijing Industrial Development Investment Management Co., Ltd. reduced its holdings by 1,208,709 shares. On April 24, 2018, BAIC obtained approval from the Securities Regulatory Commission on the placement and completed 420,000,000 new H shares on May 3, 2018. After issuing the placed shares, the total number of shares issued by BAIC increased from 7,595,338,182 to 8,015,338,182 shares. After the placement was completed, the total number of H shares issued increased from 2,100,690,682 H shares to 2,520,690,682 H shares; the number of domestic shares remained unchanged at 5,494,647,500 domestic shares. On July 31, 2020, Beijing Shougang Co., Ltd. replaced all 1,028,748,707 domestic shares of BAIC Motor Co., Ltd. (12.83% of the company's total share capital) with 51% of Beijing Shougang Steel Trade Investment Management Co., Ltd. held by Shougang Group Co., Ltd. After the replacement, Beijing Shougang Co., Ltd. no longer holds shares in the company, and Shougang Group Co., Ltd. holds 1,028,748,707 domestic shares of the company. As of the date of signing this prospectus, the registered capital of the company was 8015.338182 million yuan. Announcement on December 31, 2020: Wong Man Ping assumed the position of CEO. Announcement on May 18, 2022: Chen Wei assumed the position of chairman. Announcement on June 30, 2023: Song Wei assumed the position of president.