Qingling Motors Co. Ltd — Proxy Solicitation & Information Statement 2004

Aug 5, 2004

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QINGLING MOTORS CO. LTD

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

(Stock Code : 1122)

Proxy Form of Holders of H Shares for use at the Extraordinary General Meeting

I/We (note 1)

of

being the registered holders of (note 2)

H Shares in Qingling Motors Co. Ltd

(the ‘‘Company’’), HEREBY APPOINT (note 3)

of

or failing him (note 3)

of

or failing him, the Chairman of the meeting or any director of the Company as my/our proxy in respect of (note 4) H Shares in the capital of the Company held by me/us to attend and act for me/us at the Extraordinary General Meeting of the Company to be held at the Conference Hall, 1st Floor of Qingling Motors Co. Ltd Office Building, 1 Xiexing Cun, Zhongliangshan, Jiulongpo District, Chongqing, the People’s Republic of China at 10: 00 a.m. on Wednesday, 22nd September, 2004 or at any adjournment thereof and to vote at such meeting or at any adjournment thereof in respect of the resolution as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

	Resolution	For(note 5)	Against(note 5)	Abstain(note 5)
Ordinary	Resolution

Date:

, 2004 Signature(s) (note 6):

Notes:

1. Please insert full name(s) and address(es) (as shown in the register of shareholders) in block capitals.

2. Please insert the number of all the shares in the Company registered in your name(s).

3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING OR ANY DIRECTOR OF THE COMPANY WILL ACT AS YOUR PROXY. The proxy need not be a shareholder of the Company but must attend the meeting in person to represent you.

4. Please indicate clearly the number of shares in the Company registered in your name(s) in respect of which the proxy is so appointed. If no such number is inserted, the proxy is deemed to be appointed in respect of all the shares in the Company registered in your name(s).

5. Important: if you wish to vote for the resolution, tick in the box marked ‘‘For’’. If you wish to vote against the resolution, tick in the box marked ‘‘Against’’. If you wish to abstain from voting on the resolution, tick in the box marked ‘‘Abstain’’. Any abstain vote or waiver to vote shall be disregarded as voting rights for the purpose of calculating the result of the resolution. If you wish to vote only part of the number of H Shares in respect of which the proxy is so appointed, please state the exact number of shares in lieu of a tick in the relevant box. Failure to tick any box will entitle your proxy to cast your vote at his discretion.

6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation or institution, either under the common seal or under the hand of any director or attorney duly authorised in writing.

7. To be valid, this 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 that power of attorney or other authority, must be deposited at the Company’s H Share Registrars, Hong Kong Registrars Limited at Rooms 1901–5, 19th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the holding of the Meeting or 24 hours before the time appointed for taking the poll.