Qingling Motors Co. Ltd — AGM Information 2006

Apr 24, 2006

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

(Stock Code : 1122)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Qingling Motors Co. Ltd (the ‘‘Company’’) will be held at Conference Hall, 1st Floor of Qingling Motors Co. Ltd Office Building, 1 Xiexing Cun, Zhongliangshan, Jiulongpo District, Chongqing, PRC on Thursday, 15 June 2006 at 10: 30 a.m. (or as soon as practicable immediately after the conclusion or adjournment of the annual general meeting of the Company convened at the same place and date at 10: 00 a.m.) for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. ‘‘THAT:

   • (a) the technology transfer agreement dated 17 August 1993 entered into by the Company and Isuzu Motors Limited (‘‘Isuzu’’) in respect of the transfer of technology and provision of technical know-how and the permission to use the trademark of Isuzu and the emblem by Isuzu to the Company for the production and in the sale of 100P-N series light vehicles and related parts and components (the ‘‘100P Series Technology Transfer Agreement’’), a copy of which marked ‘‘A’’ has been produced to the meeting and signed by the Chairman of the meeting for the purpose of identification, and the transactions contemplated thereunder for the two years ended 31 December 2008 be and are hereby approved;

   • (b) the renewal of the 100P Series Technology Transfer Agreement for two years from 5 January 2007 up to and including 4 January 2009 be and is hereby approved;

   • (c) the relevant annual caps for the two years ending 31 December 2008 contemplated under the 100P Series Technology Transfer Agreement being RMB49,950,000 and RMB68,820,000 respectively, be and are hereby approved,

and the directors of the Company be and are hereby authorized on behalf of the Company to sign, seal, execute, perfect, deliver and do all such documents, deeds, acts, matters and things as they may in their discretion consider necessary or desirable or expedient to implement and/or to give effect to the 100P Series Technology Transfer Agreement and the annual caps and the transactions thereby contemplated.’’

1. ‘‘THAT:

   • (a) the conditional agreement dated 28 March 2006 entered into by the Company and Isuzu in respect of the supply of automobile parts and components by Isuzu to the Company (the ‘‘Isuzu Supply Agreement’’), a copy of which marked ‘‘B’’ has been produced to the meeting and signed by the Chairman of the meeting for the purpose of identification, and the transactions contemplated thereunder (including but not limited to the transactions carried out for the period from 24 June 2005 up to the date of this meeting) be and are hereby confirmed, ratified and/or approved; and

   • (b) the relevant annual caps in relation to the transactions carried out pursuant to or contemplated under the Isuzu Supply Agreement for the period from 24 June 2005 to 31 December 2005, for the two years ending 31 December 2007 and for the period from 1 January 2008 to 23 June 2008

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(being the expiry date of the Isuzu Supply Agreement), being RMB306,041,000, RMB1,288,000,000, RMB1,846,000,000 and RMB1,310,033,000 respectively, be and are hereby confirmed, ratified and/or approved,

and the directors of the Company be and are hereby authorized on behalf of the Company to sign, seal, execute, perfect, deliver and do all such documents, deeds, acts, matters and things as they may in their discretion consider necessary or desirable or expedient to implement and/or to give effect to the Isuzu Supply Agreement and the annual caps and the transactions thereby contemplated.’’

1. ‘‘THAT:

   • (a) the conditional agreement dated 28 March 2006 entered into by the Company and Isuzu in respect of the supply of accessory sets and other automobile parts and components by the Company to Isuzu (the ‘‘Company Supply Agreement’’), a copy of which marked ‘‘C’’ has been produced to the meeting and signed by the Chairman of the meeting for the purpose of identification, and the transactions contemplated thereunder (including but not limited to the transactions carried out for the period from 24 June 2005 up to the date of this meeting) be and are hereby confirmed, ratified and/or approved; and;

   • (b) the relevant annual caps in relation to the transactions carried out pursuant to or contemplated under the Company Supply Agreement for the period from 24 June 2005 to 31 December 2005, for the two years ending on 31 December 2007 and for the period from 1 January 2008 to 23 June 2008 (being the expiry date of the Company Supply Agreement), being RMB46,611,000, RMB110,000,000, RMB148,800,000 and RMB100,447,000 respectively, be and are hereby confirmed, ratified and/or approved,

and the directors of the Company be and are hereby authorized on behalf of the Company to sign, seal, execute, perfect, deliver and do all such documents, deeds, acts, matters and things as they may in their discretion consider necessary or desirable or expedient to implement and/or to give effect to the Company Supply Agreement and the annual caps and the transactions thereby contemplated.’’

By Order of the Board Wu Nianqing Company Secretary

Chongqing, PRC, 21 April 2006

Notes:

1. Any shareholder entitled to attend and vote at the meeting mentioned above is entitled to appoint one or more proxies to attend and vote at the meeting on his/her behalf in accordance with the Articles of Association. A proxy need not be a shareholder of the Company.

2. In order to be valid, the proxy form and, if such proxy form is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarially certified copy of the power of attorney or authority shall be deposited at the legal address of the Company (in the case of proxy form of holder of Domestic Shares) or the Company’s H Share Registrars, Hong Kong Registrars Limited, at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (in the case of proxy form of holders of H Shares) not less than 24 hours before the time for holding of the meeting or 24 hours before the time appointed for taking the poll.

3. Shareholders or their proxies shall produce their identity documents when attending the meeting.

4. The register of shareholders of the Company will be closed from Tuesday, 16 May 2006 to Thursday, 15 June 2006 (both days inclusive), during which period no transfer of shares will be registered.

5. Shareholders whose names appear in the register of shareholders on Tuesday, 16 May 2006 are entitled to attend and vote at the meeting.

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1. Shareholders who intend to attend the meeting shall complete and lodge the reply slip for attending the meeting at the Company’s legal address at 1 Xiexing Cun, Zhongliangshan, Jiulongpo District, Chongqing, the People’s Republic of China on or before Friday, 26 May 2006. The reply slip may be delivered to the Company by hand, by post, by cable or by fax (at fax no.: (86) 23-68830397).

2. In order to determine the identity of the holders of H shares who are entitled to attend and vote at the meeting, holders of H shares whose transfers have not been registered shall deposit the transfers together with the relevant share certificates, at Hong Kong Registrars Limited, the Company’s H Share Registrars at Shops 1712–6, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4: 00 p.m. on Monday, 15 May 2006.

3. The extraordinary general meeting is not expected to take more than half a day. Shareholders or their proxies attending the extraordinary general meeting shall be responsible for their own travel and accommodation expenses.

4. As at the date of this notice, the board of directors of the Company comprises 10 Directors, of which Mr. Wu Yun, Mr. Gao Jianmin, Mr. Susumu Hosoi, Mr. Yoshiyuki Miyatake, Mr. Liu Guangming, Mr. Pan Yong, Mr. Yue Huaqiang are executive directors of the Company and Mr. Long Tao, Mr. Song Xiaojiang, and Mr. Xu Bingjin are independent non-executive directors of the Company.

Please also refer to the published version of this announcement in South China Morning Post.

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