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

Jan 12, 2011

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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 EXTRAORDINARY GENERAL MEETING

I/We (note 1)

of

being the registered holders of (note 2) HEREBY APPOINT (note 3)

H Shares in Qingling Motors Co. Ltd. (the “Company”),

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 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 Wednesday, 2 March, 2011 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.

	Resolutions	For	(note 5)	Against	(note 5)
1	Ordinary Resolution No. 1
	(to approve the New SupplyAgreement and therelevant annualcaps)
2	Ordinary Resolution No. 2
	(to approve the Sales JV SupplyAgreement and therelevant annualcaps)
3	Ordinary Resolution No. 3
	(to approve the New CQACL Agreement, New Qingling Group Agreement, New CQCC Agreement, New
	CQFC Agreement, New CQAC Agreement, New CQNHK Agreement and New CQPC Agreement and the
	relevant annualcaps)
4	Ordinary Resolution No. 4
	(to approve the transactions contemplated under the Chassis Supply Agreement and the relevant annual
	cap)
5	Ordinary Resolution No. 5
	(to approve the New Chassis SupplyAgreement and therelevant annualcaps)
6	Ordinary Resolution No. 6
	(to approve the NewIsuzu SupplyAgreement and therelevant annualcaps)
7	Ordinary Resolution No. 7
	(to approve the New Isuzu Moulds Supply Agreement and New Company Supply Agreement and the
	relevant annualcaps)
8	(a) To consider and approve the resignation of Mr. Masanori Katayama as an executive director of the
	Company with effect from the date of the Extraordinary General Meeting of the Company by way of
	ordinaryresolution
	(b) To consider and approve the nomination and appointment of Mr. Ryozo Tsukioka as an executive
	director of the Company, with effect from the date of the Extraordinary General Meeting of
	the Company until the date of Company’s annual general meeting in 2012 by way of ordinary
	resolution
9	To consider and approve the proposed amendment to articles of association of the Company as set out in the
	notice of the Extraordinary General Meeting of the Company by way of special resolution

Date:

, 2011 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 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 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 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.

8. Any alteration made to this proxy form must be initialled by the person who signs it.