Qingling Motors Co. Ltd — Proxy Solicitation & Information Statement 2025

May 8, 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

臺特汽車股份有限公司

QINGLING MOTORS CO. LTD

(a Sino-foreign joint venture joint stock limited company incorporated in the People's Republic of China)

(Stock Code: 1122)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of Qingling Motors Co. Ltd (the “Company”) will be held at the Conference Room, Intelligent Network New Energy Commercial Vehicle Research and Development Center (智能網聯新能源商用車研發中心) of the Company, 1 Xiexing Cun, Zhongliangshan, Jiulongpo District, Chongqing, the People’s Republic of China (the “PRC”) on Friday, 27 June 2025 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions of the Company:

ORDINARY RESOLUTIONS

1. To consider and approve the report of the board of directors (the “Board”) of the Company for the year of 2024.
2. To consider and approve the report of the supervisory committee of the Company for the year of 2024.
3. To consider and approve the audited financial statements and the independent auditor’s report of the Company for the year of 2024.
4. To consider the re-appointment of Pan-China Certified Public Accountants LLP and Confucius International CPA Limited as the PRC and international auditors of the Company respectively for the year of 2025 and to authorise the Board to determine their remunerations.

SPECIAL RESOLUTION

1. To consider and approve the proposed amendments to the articles of association of the Company (the “Articles of Association”) as well as the proposed abolishment of the establishment of the supervisory committee of the Company (as detailed in Appendix I to the Company’s circular dated 9 May 2025), and to authorise any one director to take all such actions and to do all such matters as he or she may in his/her absolute discretion consider necessary, appropriate or expedient to give effect to the proposed amendments to the Articles of Association, including (but not limited to) obtaining all requisite approvals,

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authorisations, filings and/or registrations from relevant governmental or regulatory authorities, signing all relevant documents, and taking all necessary steps to implement the proposed amendments to the Articles of Association.

By Order of the Board
Qingling Motors Co. Ltd
Chairman and Executive Director
LUO Yuguang

Chongqing, the PRC, 9 May 2025

Notes:

(1) Any shareholder of the Company (the "Shareholder") entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote at the AGM on his/her behalf in accordance with the Articles of Association. A proxy need not be a Shareholder.

(2) In order to be valid, the 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 authority shall be deposited at the legal address of the Company at 1 Xiexing Cun, Zhongliangshan, Jiulongpo District, Chongqing, the PRC (in the case of proxy form of holders of domestic shares) or at the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (in the case of proxy form of holders of H shares) not less than 24 hours before the time appointed for the holding of the AGM (i.e. no later than 10:00 a.m. on 26 June 2025 (Hong Kong Time)) or 24 hours before the time appointed for taking the poll.

(3) Shareholders or their proxies shall produce their identity documents when attending the AGM.

(4) To ascertain the H shareholders' entitlement to attend and vote at the AGM, the register of shareholders of the Company will be closed from Wednesday, 28 May 2025 to Friday, 27 June 2025 (both dates inclusive), during which period no transfer of shares will be registered. All duly completed transfer forms relating to H shares accompanied by the relevant share certificates must be lodged with the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Tuesday, 27 May 2025.

(5) Shareholders whose names appear on the register of shareholders of the Company on Wednesday, 28 May 2025 are entitled to attend and vote at the AGM.

(6) Shareholders who intend to attend the AGM shall complete and lodge the reply slip for attending the AGM at the Company's legal address at 1 Xiexing Cun, Zhongliangshan, Jiulongpo District, Chongqing, the PRC on or before Saturday, 7 June 2025. The reply slip may be delivered to the Company by hand, by post, by cable or by fax (at fax no.: (86)23-68830397).

(7) The AGM is not expected to take more than half a day. Shareholders or their proxies attending the AGM shall be responsible for their own travel and accommodation expenses.

(8) Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited, all votes of the shareholders at the meeting will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands and the Company will announce the results of the poll in the manner prescribed under Rules 13.39(5) and 13.39(5A) of the Listing Rules.

(9) As at the date of this announcement, the Board comprises 11 directors, of which Mr. LUO Yuguang, Mr. NAKAMURA Koji, Mr. KIJIMA Katsuya, Mr. TSUKUI Mikio, Mr. XU Song, Mr. LI Juxing and Mr. LI Xiaodong are executive directors, and Mr. LONG Tao, Mr. SONG Xiaojiang, Mr. LIU Tianni and Ms. CHEN Yen Yung are independent non-executive directors.

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