09:27     QINGLING MOTORS<01122>-Announcement&Resumption of Trading(1)        

    The Stock Exchange of Hong Kong Limited takes no responsibility           
    for the contents of this announcement, makes no representation as         
    to its accuracy or completeness and expressly disclaims any               
    liability whatsoever for any loss howsoever arising from or in            
    reliance upon the whole or any part of the contents of this               
    announcement.                                                             
                                                                              
    Isuzu Motors Limited                                                      
    (Incorporated in Japan)                                                   
                                                                              
    QINGLING MOTORS CO. LTD                                                   
    (Incorporated in the PRC with limited liability)                          
    (Stock Code 1122)                                                         
                                                                              
    JOINT ANNOUNCEMENT                                                        
                                                                              
    Proposed unconditional cash partial offer by                              
                                                                              
    Nomura International (Hong Kong) Limited                                  
                                                                              
    on behalf of                                                              
    Isuzu Motors Limited                                                      
    to acquire up to 324,960,400 H Shares in the                              
    issued H Share capital of Qingling Motors Co. Ltd                         
    (other than those already owned by Isuzu Motors Limited                   
    and parties acting in concert with it)                                    
                                                                              
    The Offeror and the Company jointly announce a proposed                   
    unconditional cash partial offer to be made by Nomura, on behalf          
    of the Offeror, to acquire up to 324,960,400 H Shares (representing       
    approximately 13.09% of the entire issued share capital of the            
    Company and approximately 26.24% of the issued H Share capital of         
    the Company) not already owned by the Offeror or parties acting           
    in concert with it. Assuming full acceptance of the Partial Offer,        
    the cash consideration payable by the Offeror at the Offer Price          
    of HK$1.92 per H Share will amount to approximately HK$624 million.       
                                                                              
    Nomura is acting as the financial adviser to the Offeror in               
    relation to the Partial Offer and is satisfied that sufficient            
    financial resources are available to the Offeror to satisfy               
    payment of the cash consideration on acceptance of the Partial            
    Offer in full.                                                            
                                                                              
    The Offeror is a company incorporated in Japan. As at the date of         
    this announcement, the issued share capital of the Company                
    consisted of RMB2,482,268,268 comprising 1,243,616,403 domestic           
    shares of RMB1 each and 1,238,651,865 H Shares of RMB1 each. The          
    Partial Offer is being made for up to 324,960,400 H Shares being          
    valued at approximately HK$624 million based on the Offer Price           
    of HK$1.92 per H Share. As at the date of this announcement, the          
    Offeror holds approximately 13.85% of the issued H Shares in the          
    share capital of the Company. The Offeror is not aware that any           
    party acting in concert with it holds any H Shares. This amounts          
    to approximately 6.91% of the entire issued share capital of the          
    Company (consisting of H Shares and the domestic shares).                 
                                                                              
    An Independent Board Committee has been established by the Company,       
    in accordance with the Takeovers Code, to advise the Qualifying           
    Shareholders in respect of the Partial Offer. An independent              
    financial adviser Hercules Capital Limited has also been appointed        
    by the Company to advise the Independent Board Committee in respect       
    of the Partial Offer. Pursuant to the Takeovers Code, within 21           
    days after the date of this announcement or such later date as the        
    Executive may approve, the Offeror is required to despatch an offer       
    document in relation to the Partial Offer. Within 14 days after           
    the posting of such offer document or such later date as the              
    Executive may approve, the Company is required to despatch a              
    response document in relation to the Partial Offer.                       
                                                                              
    PROPOSED UNCONDITIONAL CASH PARTIAL OFFER                                 
                                                                              
    The Offeror and the Company jointly announce a proposed                   
    unconditional cash partial offer to be made by Nomura, on behalf          
    of the Offeror, to acquire up to 324,960,400 H Shares (representing       
    approximately 13.09% of the entire issued share capital of the            
    Company and approximately 26.24% of the issued H Share capital of         
    the Company) not already owned by the Offeror or parties acting           
    in concert with it.                                                       
                                                                              
    TERMS OF THE PARTIAL OFFER                                                
                                                                              
    Nomura, on behalf of the Offeror, will make the Partial Offer to          
    acquire up to 324,960,400 H Shares on the following basis:                
                                                                              
    For each H Share                                   HK$1.92 in cash