Qingling Motors Co. Ltd — Proxy Solicitation & Information Statement 2009

Apr 29, 2009

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(a Sino-foreign joint venture joint stock 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 ANNUAL 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 Annual General Meeting of the Company to 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 at 10:00 a.m. on Tuesday, 16th June, 2009 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 fi t.

		Resolution	Resolution	Resolution	For(note 5)	Against(note 5)
1.		To consider and approve the report of the board of directors of the Company (the “Board”) for the year of2008.
2.		To consider and approve the report of the supervisorycommittee of the Companyfor theyear of 2008.
3.		To consider and approve the audited f nancial statements and the independent auditor’s report of theCompanyfor theyear of 2008.
4.		To consider and approve the proposal for appropriation of prof t of the Company for the year of 2008.
5.		To elect directors of the Company (the “Directors”) for the next term of off ce:a.Mr. WU Yun
		b.Mr. GAO Jianmin
		c.Mr. Makoto TANAKA
		d.Mr. Masanori KATAYAMA
		e.Mr. LIU Guangming
		f.Mr. PAN Yong
		g.Mr. YUE Huaqiang
		h.Mr. LONG Tao
		i.Mr. SONG Xiaojiang
		j.Mr. XU Bingjin
6.		To authorize the Board to determine the remuneration of the Directors.
7.		To auexecucondit	thorize the Board to enter into service contract and appointment letter with each of the newly etive Directors and independent non-executive Directors respectively pursuant to such termions as the Board shall think f t and to do all such acts and things to give effect to such matters	lecteds and.
8.		To ele“Shara.	ct supervisors of the Company (the “Supervisors”) representing the shareholders of the Companeholders”) for the next term of off ce:Ms. MIN Qing	y (the
		b.	Ms. ZHOU Hong
9.		To au	thorize the Board to determine the remuneration of the Supervisors.
10.		To authorize the Board to enter into appointment letter with each of the newly elected Supervisorsrepresenting the Shareholders and the Supervisor representing the staff and workers of the Companyrespectively pursuant to such terms and conditions as the Board shall think f t and to do all such acts andthings togive effect to such matters.	thorize the Board to enter into aointment letter with each of the newl elected Sue
11.		To re-appoint Deloitte Touche Tohmatsu CPA Ltd. and Deloitte Touche Tohmatsu as the Company’s PRCand international auditors respectively for the year of 2009 and to authorise the Board to determine theirremunerations.
12.		To consider and approve the proposed amendments to articles of association of the Company as set out inthe notice of the Annual General Meeting of the Company by way of special resolution.
Date:		, 2009Signature(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 . 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. 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 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 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 or state the exact number of shares in 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 certifi ed 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.