Qingling Motors Co. Ltd — Proxy Solicitation & Information Statement 2007

Apr 27, 2007

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

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

I/We (note 1)

of

being the registered holders of (note 2) Co. Ltd (the “Company”), HEREBY APPOINT (notes 3 & 4)

H Shares in Qingling Motors

of

or failing him (notes 3 & 4)

of

or failing him, the Chairman of the meeting or any director of the Company as my/our proxy in respect of (note 5) H Shares in the capital of the Company held by me/us to attend and act for me/us at the Annual 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 Thursday, 14th June, 2007 or at any adjournment thereof and to vote at such meeting or at any adjournment thereof in respect of the resolutions as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

		Resolution		For		Against	Abstain
				(note 6)		(note 6)	(note 6)
	1.	To consider and approve the report of the board of directors of the
		Company (the “Board of Directors”)for theyear of 2006.
	2.	To consider and approve the report of the supervisory committee of the
		Companyfor theyear of 2006.
	3.	To consider and approve the audited financial statements and the
		independent auditors’ report of the Companyfor theyear of 2006.
	4.	To consider and approve the proposal for appropriation of profit of the
		Companyfor theyear of 2006.
	5.	To accept the resignation of Mr. Hosoi Susumu (細井行先生) as an
		executive director of the Company with effect from the date of this
		annual general meeting and to authorize the Board of Directors to
		terminate the Company's service contract with him upon such terms
		and conditions as it may think fit and to do all such acts and things to
		give effect to such matters.
	6.	To elect Mr. Naotoshi Tsutsumi (堤直敏先生) as an executive director
		of the Company to hold office from the date of this annual general
		meeting to the date of the annual general meeting of the Company for
		the year of 2009 and to authorize the Board of Directors to enter into a
		service contract with him upon such terms and conditions as it may
		think fit and to do all such acts and things togive effect to such matters.
	7.	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 2007 and to authorize the Board of Directors to determine
		their remunerations.
Date:		, 2007Signature(s)(note 7):
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.		A shareholder of the Company entitled to attend and vote at the meeting shall be entitled to appoint another one or more proxies to attend
		and vote for him. A proxy need not be a shareholder of the Company.
4.		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.

1. 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).

2. Important: if you wish to vote for any resolution, tick in the box marked “For”. If you wish to vote against any resolution, tick in the box marked “Against”. If you wish to abstain from voting on any 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 that 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.

3. 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.

4. 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 1806-1807, 18th 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.