Qingling Motors Co. Ltd — Proxy Solicitation & Information Statement 2026

Mar 29, 2026

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.

臺鈴港東股份有限公司

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 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) 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 Wednesday, 22 April 2026 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 accept the resignation of Mr. LUO Yuguang as an executive Director of the Company (the "Director"), with effect from the date of the EGM.
2. To accept the resignation of Mr. NAKAMURA Koji as an executive Director, with effect from the date of the EGM.
3. To accept the resignation of Mr. TSUKUI Mikio as an executive Director, with effect from the date of the EGM.
4. To accept the resignation of Mr. XU Song as an executive Director, with effect from the date of the EGM.
5. To accept the resignation of Mr. LI Juxing as an executive Director, with effect from the date of the EGM.
6. To accept the resignation of Mr. LI Xiaodong as an executive Director, with effect from the date of the EGM.
7. To accept the resignation of Mr. LONG Tao as an independent non-executive Director, with effect from the date of the EGM.
8. To accept the resignation of Mr. SONG Xiaojiang as an independent non-executive Director, with effect from the date of the EGM.

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1. To authorise the Board to terminate the service contracts entered into between the Company and each resigning Director on such terms and conditions as it may think fit.

2. To consider and approve the election of Mr. LIU Zhongwei as an executive Director for a term commencing from the date of the EGM and ending on the date of the annual general meeting of the Company in 2027.

3. To consider and approve the election of Mr. KANI Takuji as an executive Director for a term commencing from the date of the EGM and ending on the date of the annual general meeting of the Company in 2027.

4. To consider and approve the election of Mr. NAGATA Tomoya as an executive Director for a term commencing from the date of the EGM and ending on the date of the annual general meeting of the Company in 2027.

5. To consider and approve the election of Mr. XU Dengke as an executive Director for a term commencing from the date of the EGM and ending on the date of the annual general meeting of the Company in 2027.

6. To consider and approve the election of Ms. SONG Xiumin as an executive Director for a term commencing from the date of the EGM and ending on the date of the annual general meeting of the Company in 2027.

7. To consider and approve the election of Mr. YANG Xinglong as an independent non-executive Director for a term commencing from the date of the EGM and ending on the date of the annual general meeting of the Company in 2027.

8. To consider and approve the election of Ms. HOU Qian as an independent non-executive Director for a term commencing from the date of the EGM and ending on the date of the annual general meeting of the Company in 2027.

9. To authorise the Board to determine Directors' remuneration and to enter into a service contract or letter of appointment with each newly elected executive Director, employee Director and independent non-executive Director on such terms and conditions as it may think fit and to do all such acts and things to give effect to such matters.

SPECIAL RESOLUTIONS

1. To consider and approve the proposed amendments to the business scope of the Company and regulations governing the appointment and change of the legal representative, (details of which are set out in the circular of the Company dated 30 March 2026 (the "Circular"), and to authorize 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 change of the business scope of the Company and regulations governing the appointment and change of the legal representative.

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1. To consider and approve the proposed amendments to the articles of association of the Company (the “Articles of Association”) (details of which are set out in the Circular), and authorize 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 the proposed amendments to the Articles of Association.

By Order of the Board
QINGLING MOTORS CO. LTD
LUO Yuguang
Executive Director and Chairman

Chongqing, the PRC, 30 March 2026

Notes:

(1) Any shareholder of the Company (the “Shareholder”) entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote at the EGM 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 EGM (i.e. no later than 10:00 a.m. on 21 April 2026 (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 EGM.

(4) To ascertain the H shareholders’ entitlement to attend and vote at the EGM, the register of shareholders of the Company will be closed from Friday, 17 April 2026 to Wednesday, 22 April 2026 (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 Thursday, 16 April 2026.

(5) Shareholders whose names appear on the register of shareholders of the Company on Friday, 17 April 2026 are entitled to attend and vote at the EGM.

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

(7) 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.

(8) As at the date of this notice, 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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