Qingling Motors Co. Ltd — Proxy Solicitation & Information Statement 2018

Oct 25, 2018

==> picture [260 x 52] intentionally omitted <==

(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 HOLDER(S) OF H SHARES FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 12 DECEMBER 2018

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)] o f 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 extraordinary general meeting of the Company (the “ EGM ”) to be held at the New Conference Hall, 1st Floor of the Company’s Office Building, 1 Xiexing Cun, Zhongliangshan, Jiulongpo District, Chongqing, the People’s Republic of China on Wednesday, 12 December 2018 at 10 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 fit.

	py y y g g pbe held at the New Conference Hall, 1st Floor of the Company’s Office Building, 1 Xiexing Cun, Zhongliangstrict, Chongqing, the People’s Republic of China on Wednesday, 12 December 2018 at 10 a.m. or at any adjournvote at such meeting or at any adjournment thereof in respect of the resolutions as hereunder indicated, or if no sen, as my/our proxy thinks fit.	py y y g g pbe held at the New Conference Hall, 1st Floor of the Company’s Office Building, 1 Xiexing Cun, Zhongliangstrict, Chongqing, the People’s Republic of China on Wednesday, 12 December 2018 at 10 a.m. or at any adjournvote at such meeting or at any adjournment thereof in respect of the resolutions as hereunder indicated, or if no sen, as my/our proxy thinks fit.	py y y g g pbe held at the New Conference Hall, 1st Floor of the Company’s Office Building, 1 Xiexing Cun, Zhongliangstrict, Chongqing, the People’s Republic of China on Wednesday, 12 December 2018 at 10 a.m. or at any adjournvote at such meeting or at any adjournment thereof in respect of the resolutions as hereunder indicated, or if no sen, as my/our proxy thinks fit.	py y y g g pbe held at the New Conference Hall, 1st Floor of the Company’s Office Building, 1 Xiexing Cun, Zhongliangstrict, Chongqing, the People’s Republic of China on Wednesday, 12 December 2018 at 10 a.m. or at any adjournvote at such meeting or at any adjournment thereof in respect of the resolutions as hereunder indicated, or if no sen, as my/our proxy thinks fit.	py y y g g pbe held at the New Conference Hall, 1st Floor of the Company’s Office Building, 1 Xiexing Cun, Zhongliangstrict, Chongqing, the People’s Republic of China on Wednesday, 12 December 2018 at 10 a.m. or at any adjournvote at such meeting or at any adjournment thereof in respect of the resolutions as hereunder indicated, or if no sen, as my/our proxy thinks fit.	py y y g g pbe held at the New Conference Hall, 1st Floor of the Company’s Office Building, 1 Xiexing Cun, Zhongliangstrict, Chongqing, the People’s Republic of China on Wednesday, 12 December 2018 at 10 a.m. or at any adjournvote at such meeting or at any adjournment thereof in respect of the resolutions as hereunder indicated, or if no sen, as my/our proxy thinks fit.	py y y g g pbe held at the New Conference Hall, 1st Floor of the Company’s Office Building, 1 Xiexing Cun, Zhongliangstrict, Chongqing, the People’s Republic of China on Wednesday, 12 December 2018 at 10 a.m. or at any adjournvote at such meeting or at any adjournment thereof in respect of the resolutions as hereunder indicated, or if no sen, as my/our proxy thinks fit.	py y y g g pbe held at the New Conference Hall, 1st Floor of the Company’s Office Building, 1 Xiexing Cun, Zhongliangstrict, Chongqing, the People’s Republic of China on Wednesday, 12 December 2018 at 10 a.m. or at any adjournvote at such meeting or at any adjournment thereof in respect of the resolutions as hereunder indicated, or if no sen, as my/our proxy thinks fit.	py y y g g pbe held at the New Conference Hall, 1st Floor of the Company’s Office Building, 1 Xiexing Cun, Zhongliangstrict, Chongqing, the People’s Republic of China on Wednesday, 12 December 2018 at 10 a.m. or at any adjournvote at such meeting or at any adjournment thereof in respect of the resolutions as hereunder indicated, or if no sen, as my/our proxy thinks fit.	py y y g g pbe held at the New Conference Hall, 1st Floor of the Company’s Office Building, 1 Xiexing Cun, Zhongliangstrict, Chongqing, the People’s Republic of China on Wednesday, 12 December 2018 at 10 a.m. or at any adjournvote at such meeting or at any adjournment thereof in respect of the resolutions as hereunder indicated, or if no sen, as my/our proxy thinks fit.
	Ordinary Resolutions*					For(note 6)		Against (note 6)		**Abstain **(note 6)
1.		(a)To approve, confirm and ratify the Merger Agreement (asdefined in the circular of the Company dated 26 October2018 (the “Circular”)) and the transactions contemplatedthereunder (as set out in the Circular); and(b)To authorise any one of the directors of the Company(the “Directors”) to sign, seal and execute all such otherdocuments and agreements and to do all such acts and thingsas he may in his discretion consider necessary or desirableor expedient to implement and/or give effect to the Merger
		Agreement (as defined in the Circular) and the transactionscontemplated thereunder (as set out in the Circular).
2.		(a)To approve, confirm and ratify the JV Agreement (as definedin the Circular) and the transactions contemplated thereunder(as set out in the Circular); and(b)To authorise any one of the Directors to sign, seal andexecute all such other documents and agreements and to doall such acts and things as he may in his discretion consider
		necessary or deffect to the Jthe transactioCircular).	esirable or expedient to implement and/oV Agreement (as defined in the Circulans contemplated thereunder (as set out		r giver) andin the

	Special Resolutions^	For(note 6)	Against (note 6)	**Abstain **(note 6)
3.	To consider and approve the proposed amendments to the business
	scope of the Company (as set out in the Circular) and to authorise
	any one of the Directors to do all such acts and things and to sign
	all documents and to take any steps which in his absolute discretion
	consider to be necessary, desirable or expedient for the purpose of
	implementing and/or giving effect to the amendments to the business
	scope of the Company.
4.	To consider and approve the proposed amendments to the articles
	of association of the Company (the “Articles”) (as set out in
	the Circular) and to authorise any one of the Directors to do
	all such acts and things including obtaining all the necessary
	approval, authorisation, filing and/or registration from the relevant
	governmental or regulatory authorities and to sign all documents
	and to take any steps which in his absolute discretion consider to be
	necessary, desirable or expedient for the purpose of giving effect to
	theproposed amendments to the Articles.

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

• ^ The full text of the special resolutions are set out in the Circular containing the notice convening the EGM.

Date:

, 2018 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 certified 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, Wan Chai, 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 sufficient 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 verification 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 Officer of Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.