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

Mar 29, 2026

M

慶特选审股份有限公司

QINGLING MOTORS CO. LTD

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

(Stock Code: 1122)

PROXY FORM OF HOLDER(S) OF H SHARES FOR USE AT THE

EXTRAORDINARY GENERAL MEETING TO BE HELD ON WEDNESDAY, 22 APRIL 2026

I/We (note 1)

of

being the registered holder(s) of (note 2) H shares in Qingling Motors Co. Ltd. (the "Company"),

HEREBY APPOINT (notes 3 & 4)

of

or failing him (notes 3 & 4)

of

or failing him, the Chairman of the general meeting or any one 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 Conference Room, Intelligent Network New Energy Commercial Vehicle Research and Development Center (智能制雕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 on Wednesday, 22 April 2026 at 10:00 a.m. or at any adjournment thereof and to vote at such general 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.

Ordinary Resolutions		For (note 6)	Against (note 6)	Abstain (note 6)
1.	To accept the resignation of Mr. LUO Yuguang as an executive 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.
9.	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.

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Ordinary Resolutions		For^{(note 6)}	Against^{(note 6)}	Abstain^{(note 6)}
10.	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.
11.	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.
12.	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.
13.	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.
14.	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.
15.	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.
16.	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.
17.	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.

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Special Resolutions		For (note 6)	Against (note 6)	Abstain (note 6)
18.	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.
19.	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.

Date: _____, 2026

Signature(s) (note 7): _____

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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 general meeting shall be entitled to appoint one or more proxies to attend and vote at the general meeting on his/her behalf. The proxy need not be a shareholder of the Company but must attend the general 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 general meeting or any director of the Company”. IF YOU DO NOT STRIKE OUT SUCH WORDS AND YOUR PROXY DOES NOT ATTEND THE GENERAL MEETING OR NO NAME OF PROXY IS INSERTED, THE CHAIRMAN OF THE GENERAL 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/her discretion.
7. This proxy form 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 this 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 Registrar, Computershare Hong Kong Investor Services 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 holding the meeting (i.e. not later than 21 April 2026 at 10:00 a.m. (Hong Kong time)) or 24 hours before the time appointed for taking the poll.
9. Any alteration made in this proxy form must be initialled 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 Hong Kong Privacy Officer of Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.