Qingling Motors Co. Ltd — Proxy Solicitation & Information Statement 2014

Apr 17, 2014

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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)ofbeing the registered holders of(note 2)H Shares in Qingling Motors Co. Ltd (the “Company”),HEREBY APPOINT(notes 3 & 4)ofor failing him(notes 3 & 4)ofor 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 Companyto 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 Wednesday, 11 June 2014 at 10:00 a.m. or at any adjournment thereof and to vote atsuch meeting or at any adjournment thereof in respect of the resolutions as hereunder indicated, or if no such indication is given, asmy/our proxy thinks f t.	I/We(note 1)ofbeing the registered holders of(note 2)H Shares in Qingling Motors Co. Ltd (the “Company”),HEREBY APPOINT(notes 3 & 4)ofor failing him(notes 3 & 4)ofor 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 Companyto 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 Wednesday, 11 June 2014 at 10:00 a.m. or at any adjournment thereof and to vote atsuch meeting or at any adjournment thereof in respect of the resolutions as hereunder indicated, or if no such indication is given, asmy/our proxy thinks f t.	I/We(note 1)ofbeing the registered holders of(note 2)H Shares in Qingling Motors Co. Ltd (the “Company”),HEREBY APPOINT(notes 3 & 4)ofor failing him(notes 3 & 4)ofor 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 Companyto 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 Wednesday, 11 June 2014 at 10:00 a.m. or at any adjournment thereof and to vote atsuch meeting or at any adjournment thereof in respect of the resolutions as hereunder indicated, or if no such indication is given, asmy/our proxy thinks f t.
						H Shares in Qingling Motors Co. Ltd (the “Company”),
	failing him(notes 3 & 4)
Ordinary Resolutions							For(note 6)	Against(note 6)		Abstain(note 6)
1.		To consider and approve the report of the board of directors of the Company (the“Board”) for the year of 2013.
2.		To consider and approve the report of the supervisory committee of the Companyfor the year of 2013.
3.		To consider and approve the audited f nancial statements and the independentauditor’s report of the Company for the year of 2013.
4.		To consider and approve the proposal for appropriation of prof t of the Companyfor the year of 2013.
5.		To re-appoint Deloitte Touche Tohmatsu Certif ed Public Accountants LLP andDeloitte Touche Tohmatsu as the Company’s PRC and international auditorsrespectively for the year of 2014 and to authorise the Board to determine theirremunerations.

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 on Wednesday, 11 June 2014 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: , 2014 Signature(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. The proxy need not be a shareholder of the Company but must attend the meeting in person to represent you.

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 OF PROXY 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 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.

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.

9. Any alteration made in this form of proxy must be initialed by the person who signs it.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) “Personal Data” in these statements has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“PDPO”).

• (ii) Your supply of Personal Data to the Company is on a voluntary basis. Failure to provide suffi cient information, the Company may not be able to process your appointment of proxy and instructions.

• (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for our verifi cation and record purposes.

• (iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing to Personal Data Privacy Offi cer of Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.