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BAIC Motor Corporation Limited Proxy Solicitation & Information Statement 2021

May 17, 2021

50298_rns_2021-05-17_c99540a7-cfcf-4541-8006-c80452130d54.pdf

Proxy Solicitation & Information Statement

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北京汽車股份有限公司 BAIC MOTOR CORPORATION LIMITED[*]

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1958)

PROXY FORM FOR 2021 FIRST DOMESTIC SHAREHOLDERS CLASS MEETING TO BE HELD ON FRIDAY, JUNE 18, 2021

Number of shares in respect of the form of proxy
I/We_(Note 1)_
of
(address)
being the registered holder(s) of domestic share(s)(Note 2) of
BAIC Motor Corporation Limited
(the “Company”), hereby appoint the Chairman of the Meeting, or_(Note 3)_
(name)
of
(address)
as my/our proxy to attend and vote for me/us and on my/our behalf at the 2021 First Domestic Shareholders Class Meeting (the
Meeting”) to be held right after the 2020 Annual General Meeting on Friday, June 18, 2021 at Multi-purpose Hall, 1st Floor, the South
Tower of Beijing Automotive Industry Research and Development Base, No. 99 Shuanghe Street, Shunyi District, Beijing, the PRC or
at any adjournment thereof as indicated hereunder in respect of the resolutions set out in the notice of the Meeting. In the absence of
any indication, the proxy may vote at his/her own discretion. Unless the context requires otherwise, capitalised terms used herein shall
have the same meanings as those defined in the circular of the 2020 Annual General Meeting, the 2021 First Domestic Shareholders Class
Meeting and the 2021 First H Shareholders Class Meeting of the Company dated May 18, 2021 (the “2020 AGM Circular”).
SPECIAL RESOLUTION(Note 5)
FOR(Note 4)
AGAINST(Note 4)
ABSTAIN(Note 4)
General Mandate for the Repurchase of Shares
Signature(s) or Company Stamp_(Note 6)_:

Please insert the full name(s) (in Chinese or English) and registered address as recorded in the register of members of the Company in BLOCK
CAPITALS.
Please insert the number of shares registered in your name and to which the proxy form relates in the space provided. If the number is inserted,
this proxy form will be deemed to relate only to the shares specified. If no number is inserted, this proxy form will be deemed to relate to all the
shares registered in your name.
If any proxy other than the Chairman of the Meeting of the Company is to be appointed, please delete the words “the Chairman of the Meeting,
or” and insert the full name(s) and address(es) of the proxy to be appointed in the spaces provided. A shareholder may appoint one or more proxies
to attend and vote on his/her stead at the Meeting. A proxy does not need to be a shareholder of the Company. Any alteration made to this proxy
form must be initialed by the person who signs it.
Important: If you wish to vote for any resolution, please tick [] in the appropriate box marked “FOR” or write the relevant number of
shares you wish to vote for. If you wish to vote against any resolution, please tick [] in the appropriate box marked “AGAINST” or insert
the relevant number of shares you wish to vote against for. If you wish to abstain from voting on any resolution, please tick [] in the
appropriate box marked “ABSTAIN” or insert the relevant number of shares that you wish to abstain. If no direction is given, your proxy
may vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than
those referred to in the notice convening the Meeting. The shares in respect of which you abstain from voting will be counted in the calculation
of the required majority in passing a resolution.
The full text of the resolutions is set out in the 2020 AGM Circular which was sent to the Shareholders together with this form of proxy. Any
Shareholder who wishes to appoint a proxy shall refer to the 2020 AGM Circular.
A proxy shall be appointed by a shareholder by a written instrument signed by the appointor or his/her attorney duly authorized in writing. In case
of a corporation, the same must be either under its common seal or under the hand of its legal representative or duly authorized attorney(s). If the
written instrument is signed by an attorney of the appointor, the power of attorney or other documents of authorization of such attorney shall be
notarized.
To be valid, the form of proxy and the relevant notarized power of attorney (if any) and other relevant documents of authorization (if any) as
mentioned above must be delivered to the Board of Directors’ Office of the Company at Room 3-069, Tower A, Beijing Automotive Industry
Research and Development Base, No. 99 Shuanghe Street, Shunyi District, Beijing, the PRC before Wednesday, June 16, 2021. Completion and
return of a form of proxy will not preclude a shareholder from attending and voting in person at the meeting if he/she so desires. In such event,
his/her form of proxy will be deemed to have been revoked.
A shareholder or his/her proxy should produce proof of identity when attending the Meeting. Where a shareholder is a legal person, the legal
representative of that shareholder or the person authorized by the Board of Directors or other governing body shall produce a copy of the resolution
of the Board of Directors or other governing body of such shareholder appointing such person to attend the Meeting.
In the case of joint registered holders of any shares, any one of such joint registered holders may attend and vote at the Meeting, either in person
or by proxy, in respect of such shares as if he/she were solely entitled thereto; but should more than one of such joint registered holders be present
at the Meeting, either in person or by proxy, the vote of that one of them so present, whose name stands first on the register of members of the
Company in respect of such shares shall be accepted to the exclusion of the votes of the other joint registered holder(s).
1 General Mandate for the Repurchase of Shares
Date:
Notes:
1.
2.
3.
4.
5.
6.
7.
8.
9.
  • For identification purpose only