Chaowei Power Holdings Limited — Proxy Solicitation & Information Statement 2014

Apr 17, 2014

Chaowei Power Holdings Limited 超威動力控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 951)

FORM OF PROXY FOR 2014 ANNUAL GENERAL MEETING

I/We[1] of being the registered holder(s) of[2] shares of US$0.01 each in the capital of Chaowei Power Holdings Limited (the “Company”) hereby appoint the Chairman[3] of the Meeting, or of

as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company to be held at Conference Room No. 3, 2/F, ZTG Grand Hotel Airport Hangzhou, Hangzhou Xiaoshan International Airport, China at 10 a.m. on 5 June 2014, Thursday (“AGM”), and at any adjournment thereof on the undermentioned resolution as indicated and if no such indication is given as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	FOR4	AGAINST4
1.	To receive and approve the audited consolidated financial statements, directors’ report
	and auditor’s report for the year ended 31 December 2013.
2.	To declare a final dividend of RMB0.093 per share for the year ended 31 December
	2013.
3.	To re-elect a director, Mr. Zhou Mingming as an executive director of the Company
	(“Director”).
4.	To re-elect a director, Ms. Yang Yunfei as an executive Director.
5.	To re-elect a director, Mr. Ng Chi Kit as a non-executive Director.
6.	To re-elect a director, Ms. Fang Jianjun as a non-executive Director.
7.	To authorise the board of Directors (the “Board”) to fix the remuneration of the
	Directors.
8.	To re-appoint Deloitte Touche Tohmatsu as auditors and to authorise the Board to fix
	their remuneration.
9.	To grant a general mandate to the Directors to allot, issue and deal with additional
	shares of the Company.
10.	To grant a general mandate to the Directors to repurchase shares of the Company.
11.	To extend the general mandate granted to the Directors to issue shares by the number
	of shares repurchased.

Signature: Date:

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. If any proxy other than the chairman of the meeting is preferred, please strike out “the Chairman of the Meeting, or” and insert the name and address of the proxy desired in the space provided.

4. Please indicate with an “X” in the relevant box how you wish the proxy to vote on your behalf. If this form of proxy is returned without any indication, you will be deemed to have authorised your proxy to vote or abstain from voting as he thinks fit.

5. Any alteration made to this form of proxy should be initialled. 6. Any member entitled to attend and vote is entitled to appoint a proxy(ies) to attend instead of him and to vote on a poll. A proxy needs not be a member of the Company.

6. If the appointor is a corporation, this form of proxy must be executed under its common seal or under the hand of an officer, attorney or other person duly authorised on that behalf.

7. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members.

8. To be valid, this form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority must be completed and deposited to the Company’s Hong Kong share registrar, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong and in any event not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting thereof (as the case may be).

9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM or any adjourned meeting thereof (as the case may be).