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

Mar 4, 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 EXTRAORDINARY GENERAL MEETING TO BE HELD ON 22 APRIL 2014

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)	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)
		registered holders of (note 2) APPOINT (note 3)			H Shares in Qingling Motors Co. Ltd (the “Company”),
	failing him (note 3) 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 Tuesday, 22 April 2014 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.

Ordinary Resolutions*	Ordinary Resolutions*	For (note 5)	Against (note 5)	Abstain (note 5)
1	to approve the New CQACL Agreement (as def ned in the circular of the Company dated 5 March 2014 (the “Circular”)), the New Qingling Group Agreement (as def ned in the Circular), the New CQCC Agreement (as def ned in the Circular), the New CQFC Agreement (as def ned in the Circular), the New CQAC Agreement (as def ned in the Circular), the New CQNHK Agreement (as def ned in the Circular) and the New CQPC Agreement (as def ned in the Circular) and the relevant annual caps for the period from 20 September 2014 to 31 December 2014 and each of the two years ending 31 December 2016 (as set out in the Circular)
2	to approve the New Chassis Supply Agreement (as def ned in the Circular) and the relevant annual caps for the period from 5 August 2014 to 31 December 2014 and each of the twoyears ending31 December 2016(as set out in the Circular)
3	to approve the New Isuzu Supply Agreement (as def ned in the Circular) and the relevant annual caps for the period from 24 June 2014 to 31 December 2014 and each of the twoyears ending31 December 2016(as set out in the Circular)
4	to approve the New Supply Agreement (as def ned in the Circular) and the New Company Supply Agreement (as def ned in the Circular) and the relevant annual caps for the New Supply Agreement for the period from 31 March 2014 to 31 December 2014 and each of the two years ending 31 December 2016 and the New Company Supply Agreement for the period from 24 June 2014 to 31 December 2014 and each of the two years ended 31 December 2016 (as set out in the Circular)

• The full text of the ordinary resolutions are set out in the Circular containing the notice convening the Extraordinary General Meeting.

Date:

(note 6) , 2014 Signature(s) :

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 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 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 initialed by the person who signs it.