Qingling Motors : MONTHLY RETURN FOR THE MONTH ENDED 31 OCTOBER 2019

Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy):		31/10/2019
To : Hong Kong Exchanges and Clearing Limited
	Qingling Motors Co. Ltd
Name of Issuer	(a Sino-foreign joint venture joint stock limited company incorporated
in the People's Republic of China)
Date Submitted	04/11/2019

I. Movements in Authorised Share Capital

1. Ordinary Shares

(1) Stock code:	N/A	Description:		Domestic Shares
								Par value		Authorised share
					No. of ordinary		(State		capital
					shares		currency)		(State currency)
Balance at close of preceding month	1,243,616,403		RMB1.00		RMB1,243,616,403
Increase/(decrease)				0				RMB0
Balance at close of the month		1,243,616,403		RMB1.00		RMB1,243,616,403
(2) Stock code:	1122		Description:		H Shares
								Par value		Authorised share
					No. of ordinary		(State		capital
					shares		currency)		(State currency)
Balance at close of preceding month	1,238,651,865		RMB1.00		RMB1,238,651,865
Increase/(decrease)				0				RMB0
Balance at close of the month		1,238,651,865		RMB1.00		RMB1,238,651,865

March 2019

2. Preference Shares

Stock code:

Description:

No. of

Par value

Authorised share

preference

(State

capital

shares

currency)

(State currency)

Balance at close of preceding month

N/A

Increase/(decrease)

Balance at close of the month

3. Other Classes of Shares

Stock code:

Description:

No. of other

Par value

Authorised share

classes of

(State

capital

shares

currency)

(State currency)

Balance at close of preceding month

N/A

Increase/(decrease)

Balance at close of the month

Total authorised share capital at the end of the month (State

currency):

RMB2,482,268,268

II. Movements in Issued Share Capital

No. of ordinary shares

No. of

preference

No. of other

(1)

(2)

shares

classes of shares

Balance at close of

Domestic Shares

H Shares

preceding month

1,243,616,403

1,238,651,865

N/A

N/A

Increase/ (decrease)

during the month

0

0

N/A

N/A

Balance at close of

the month

1,243,616,403

1,238,651,865

N/A

N/A

March 2019

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer)

	Particulars of					No. of new shares of No. of new shares of
	share option					issuer issued during	issuer which may be
	scheme					the month pursuant	issued pursuant
	including EGM		Movement during the month		thereto	thereto as at close of
	approval date				the month
(dd/mm/yyyy) and
	class of shares
	issuable	Granted	Exercised	Cancelled	Lapsed
	1. N/A

(

/

/

)

shares

(Note 1)

2. N/A

(

/

/

)

shares

(Note 1)

3. N/A

( / /

)

shares

(Note 1)

Total A.

(Ordinary shares)

N/A

(Preference shares)

N/A

(Other class)

N/A

Total funds raised during the month from exercise

of options (State currency)

N/A

March 2019

Warrants to Issue Shares of the Issuer which are to be Listed

No. of new

No. of new

shares of

shares of

issuer which

issuer

may be

issued

issued

Nominal value

during the

pursuant

Currency

at close of

Exercised

Nominal value

month

thereto as at

Description of warrants

of nominal

preceding

during the

at close of the

pursuant

close of the

(Date of expiry - dd/mm/yyyy)

value

month

month

month

thereto

month

1. N/A

(	/	/	)
	Stock code (if listed)
	Class of shares
	issuable (Note 1)
	Subscription price
	EGM approval date
	(if applicable)
	(dd/mm/yyyy)
2. N/A
(	/	/	)
	Stock code (if listed)
	Class of shares
	issuable (Note 1)
	Subscription price
	EGM approval date
	(if applicable)
	(dd/mm/yyyy)
3. N/A
(	/	/	)
	Stock code (if listed)
	Class of shares
	issuable (Note 1)
	Subscription price
	EGM approval date
	(if applicable)
	(dd/mm/yyyy)
4. N/A
(	/	/	)
	Stock code (if listed)

Class of shares issuable (Note 1)

Subscription price EGM approval date (if applicable) (dd/mm/yyyy)

(	/	/	)

(	/	/	)

(	/	/	)

(

/

/

)

Total B. (Ordinary shares)	N/A
(Preference shares)	N/A
(Other class)	N/A

March 2019

Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

No. of new

No. of new

shares of

shares of

issuer which

issuer

may be

issued

issued

Amount at

during the

pursuant

Currency of

close of

Converted

Amount at

month

thereto as at

amount

preceding

during the

close of the

pursuant

close of the

Class and description

outstanding

month

month

month

thereto

month

1. N/A

Stock code (if listed)
Class of shares
issuable (Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy))	( / /	)
2. N/A

Stock code (if listed)
Class of shares
issuable (Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)	( / /	)
3. N/A

Stock code (if listed)
Class of shares
issuable (Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)	( / /	)
4. N/A

Stock code (if listed)
Class of shares
issuable (Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)	( / /	)

Total C. (Ordinary shares)	N/A
(Preference shares)	N/A
(Other class)	N/A

March 2019

Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)

					No. of new shares	No. of new shares of
					issuer which may be
					of issuer issued		issued pursuant
Full particulars including EGM approval date (dd/mm/yyyy),			during the month	thereto as at close of
if applicable, and class of shares issuable:				pursuant thereto		the month
1.	N/A
	(	/	/	)
	shares (Note 1)
2.	N/A
	(	/	/	)
	shares (Note 1)
3.	N/A
	(	/	/	)
	shares (Note 1)
	Total D. (Ordinary shares)	N/A
	(Preference shares)	N/A
	(Other class)	N/A

March 2019

Other Movements in Issued Share Capital

No. of new

No. of new

shares of

shares of

issuer which

issuer

may be

issued

issued

during the

pursuant

month

thereto as at

pursuant

close of the

Type of Issue

thereto

month

Class

of

shares

N/A

________

issuable (Note 1)

1.

Rights issue

At price:

State

Issue and allotment

currency

(

/

/

)

date: (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

Class

of

shares

N/A

________

issuable (Note 1)

2.

Open offer

At price:

State

Issue and allotment

currency

(

/

/

)

date: (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

Class

of

shares

N/A

________

issuable (Note 1)

3.

Placing

At price:

State

Issue and allotment

currency

(

/

/

)

date: (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

Class

of

shares

N/A

________

issuable (Note 1)

4.

Bonus issue

Issue and allotment

(

/

/

)

date: (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

Class

of

shares

N/A

________

issuable (Note 1)

5.

Scrip dividend

At price:

State

Issue and allotment

currency

(

/

/

)

date: (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

March 2019

No. of new

No. of new

shares of

shares of

issuer which

issuer

may be

issued

issued

during the

pursuant

month

thereto as at

pursuant

close of the

Type of Issue

thereto

month

Class

of

shares

N/A

________

repurchased (Note 1)

6.

Repurchase of

Cancellation date:

shares

(

/

/

)

(dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

Class

of

shares

N/A

________

redeemed (Note 1)

7.

Redemption of

Redemption date:

shares

(

/

/

)

(dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

Class

of

shares

N/A

________

issuable (Note 1)

8.

Consideration

At price:

State

Issue and allotment

issue

currency

(

/

/

)

date: (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

Class

of

shares

N/A

________

issuable (Note 1)

9.

Capital

Issue and allotment

reorganisation

(

/

/

)

date: (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

Class

of

shares

N/A

________

issuable (Note 1)

10. Other

At price:

State

Issue and allotment

(Please specify)

currency

(

/

/

)

date: (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

Total E. (Ordinary shares)

N/A

(Preference shares)

N/A

(Other class)

N/A

March 2019

Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1)	N/A
(2)	N/A
Total increase / (decrease) in preference shares during the month (i.e. Total of A to E):	N/A
Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to E):	N/A

(These figures should be the same as the relevant figures under II above ("Movements in Issued Share Capital").)

IV. Confirmations - N/A

We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III which has not been previously disclosed in a return published under rule 13.25A, it has been duly authorized by the board of directors of the listed issuer and, insofar as applicable:

(Note 2)

1. all money due to the listed issuer in respect of the issue of securities has been received by it;
2. all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock
   Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled;
3. all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;
4. all the securities of each class are in all respects identical (Note 3);
5. all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements;
6. all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;
7. completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and
8. the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.

March 2019

Remarks (if any):

Submitted by: LEI Bin

Title: Secretary

(Director, Secretary or other duly authorised officer)

Notes :

1. State the class of shares (e.g. ordinary, preference or other).
2. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under rule 13.25A in relation to the securities issued, no further confirmation is required to be made in this return.
3. "Identical" means in this context:
4. • the securities are of the same nominal value with the same amount called up or paid up;
   • they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and
   • they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.
5. If there is insufficient space, please append the prescribed continuation sheet.

March 2019