Qingling Motors Co. Ltd — Proxy Solicitation & Information Statement 2011

Apr 11, 2011

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(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 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 (notes 3 & 4) 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 (the “AGM”) of the Company to be held at the Conference Hall, 1st Floor of the Company’s Off ce Building, 1 Xiexing Cun, Zhongliangshan, Jiulongpo District, Chongqing, the People’s Republic of China on Tuesday, 31 May 2011 at 10:00 a.m. 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 f t.	We (note 1)	We (note 1)
			registered h APPOINT (	olders notes 3 & 4	of (note 2) )	H Shares in Qingling Motors Co. Ltd (the “Company”),
	failing him (notes 3 & 4) failing him, the Chairman of the meeting or any director of the Company as my/our proxy in respect of (note 5) H Shares the capital of the Company held by me/us to attend and act for me/us at the Annual General Meeting (the “AGM”) of the Company to be held at the onference Hall, 1st Floor of the Company’s Off ce Building, 1 Xiexing Cun, Zhongliangshan, Jiulongpo District, Chongqing, the People’s Republic of hina on Tuesday, 31 May 2011 at 10:00 a.m. or at any adjournment thereof and to vote at such meeting or at any adjournment thereof in respect of the solutions as hereunder indicated, or if no such indication is given, as my/our proxy thinks f t.		him (notes 3 & 4)
	Ordinary Resolutions							For (note 6)	Against (note 6)
	1.	To consider and approve the report of the board of directors of the Company (the “Board”) for the year of 2010.
	2.	To considerand approve thereport ofthe supervisory committee ofthe Companyforthe yearof 2010.
	3.	To consider and approve the audited f nancial statements and the independent auditor’s report of the Companyforthe yearof 2010.
	4.	To considerand approve the proposal forappropriationofproft ofthe Companyforthe yearof 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 f 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 authorise the Board to determine their remunerations.

(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 (the “AGM”) 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 on Tuesday, 31 May 2011 at 10:00 a.m. 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.

Date:

, 2011 Signature(s) (note 7) :

Notes:

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

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. The proxy need not be a shareholder of the Company but must attend the meeting in person to represent you. Any alteration made in this form of proxy must be initialed by the person who signs it.

4. Please insert the name and address of the proxy desired and strike out the words “or failing him, the Chairman of the meeting or any director of the Company”. IF YOU DO NOT STRIKE OUT SUCH WORDS AND YOUR PROXY DOES NOT ATTEND THE MEETING OR NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING OR ANY DIRECTOR OF THE COMPANY WILL ACT AS YOUR PROXY.

5. 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).

6. 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 any box will entitle your proxy to cast your vote at his discretion.

7. 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.

8. 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 17M 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.