Qingling Motors Co. Ltd — AGM Information 2011

Apr 11, 2011

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

==> picture [325 x 65] intentionally omitted <==

(a Sino-foreign joint venture joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1122)

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting (the “AGM”) of Qingling Motors Co. Ltd (the “Company”) will be held at the Conference Hall, 1st Floor of the Company’s Offi ce Building, 1 Xiexing Cun, Zhongliangshan, Jiulongpo District, Chongqing, the People’s Republic of China (the “PRC”) on Tuesday, 31 May 2011 at 10:00 a.m. for the following purposes:

1. To consider and approve the report of the board of directors of the Company (the “Board”) for the year of 2010.

2. To consider and approve the report of the supervisory committee of the Company for the year of 2010.

3. To consider and approve the audited fi nancial statements and the independent auditor’s report of the Company for the year of 2010.

4. To consider and approve the proposal for appropriation of profi t of the Company for the year of 2010.

5. To approve the appointment of Mr. LIU Tianni as an independent non-executive director of the Company with effect from the date of AGM until the date of the Company’s annual general meeting in 2012 and to authorize the Board to determine the remuneration of Mr. LIU Tianni and to enter into appointment letter with Mr. LIU Tianni pursuant to such terms and conditions as the Board shall think fi t and to do all such acts and things to give effect to such matter.

6. To re-appoint Deloitte Touche Tohmatsu CPA Ltd. and Deloitte Touche Tohmatsu as the Company’s PRC and international auditors respectively for the year of 2011 and to authorize the Board to determine their remunerations.

By Order of the Board Qingling Motors Co. Ltd WU Nianqing Company Secretary

Chongqing, the PRC, 12 April 2011

1

Notes:

• (i) 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 of the Company. A proxy need not be a shareholder of the Company.

• (ii) 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 certifi ed copy of that power of attorney or authority shall be deposited at legal address of the Company at 1 Xiexing Cun, Zhongliangshan, Jiulongpo District, Chongqing, the PRC (in the case of proxy form of holder of domestic shares) or at the Company’s H Share Registrars, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (in the case of proxy form of holder of H shares) not less than 24 hours before the time for holding the meeting or 24 hours before the time appointed for taking the poll.

• (iii) Shareholders or their proxies shall produce their identity documents when attending the meeting.

• (iv) The register of shareholders of the Company will be closed from Saturday, 30 April 2011 to Tuesday, 31 May 2011 (both dates inclusive), during which period no transfer of shares will be registered.

• (v) Shareholders whose names appear in the register of shareholders on Saturday, 30 April 2011 are entitled to attend and vote at the meeting.

• (vi) Shareholders who intend to attend the meeting shall complete and lodge the reply slip for attending the meeting at the legal address of the Company at 1 Xiexing Cun, Zhongliangshan, Jiulongpo District, Chongqing, the PRC on or before Wednesday, 11 May 2011. The reply slip may be delivered to the Company by hand, by post, by cable or by fax (at fax no.: (86) 23-68830397).

• (vii) The fi nal dividend for the year ended 31 December 2010 is expected to be paid on or before Tuesday, 14 June 2011 to the shareholders whose names appear on the register of shareholders of the Company on Monday, 9 May 2011.

• (viii) In order to qualify for the fi nal dividend mentioned above, holders of H shares whose transfers have not been registered shall deposit the transfers together with the relevant share certifi cates at the Company’s H Share Registrars, Hong Kong Registrars Limited, at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Friday, 29 April 2011.

• (ix) The AGM is not expected to take more than half a day. Shareholders or their proxies attending the AGM shall be responsible for their own travel and accommodation expenses.

• (x) Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the shareholders at the meeting will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

• (xi) As at the date of this notice, the Board comprises 10 directors, of which Mr. WU Yun, Mr. GAO Jianmin, Mr. Makoto TANAKA, Mr. Ryozo TSUKIOKA, Mr. LIU Guangming, Mr. PAN Yong, Mr. YUE Huaqiang are executive directors and Mr. LONG Tao, Mr. SONG Xiaojiang and Mr. XU Bingjin are independent non-executive directors.

2