Weichai Power Co., Ltd. — AGM Information 2019

May 2, 2019

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.

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濰柴動力股份有限公司 WEICHAI POWER CO., LTD. (a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2338)

NOTICE OF 2018 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ 2018 Annual General Meeting ”) of Weichai Power Co., Ltd. (the “ Company ”) for the year ended 31 December 2018 will be held at the Company’s conference room at Section A, 197, Fu Shou East Street, High Technology Industrial Development Zone, Weifang, Shandong Province, the People’s Republic of China (the “ PRC ”) on 20 June 2019 at 2:30 p.m. for the purposes of considering, approving (or receiving) and authorising the following matters. Unless the context otherwise requires, terms defined in the circular to the shareholders of the Company dated 3 May 2019, of which this notice forms part (the “ Circular ”) shall have the same meaning when used herein.

AS ORDINARY RESOLUTIONS:

1. To consider and approve the Annual Report of the Company for the year ended 31 December 2018.

2. To consider and approve the Report of the Board of Directors of the Company for the year ended 31 December 2018.

3. To consider and approve the Report of the Supervisory Committee of the Company for the year ended 31 December 2018.

4. To consider and receive the audited financial statements of the Company and the Auditors’ Report for the year ended 31 December 2018.

5. To consider and approve the 財務決算報告 (final financial report) of the Company for the year ended 31 December 2018.

6. To consider and approve the 財務預算報告 (financial budget report) of the Company for the year ending 31 December 2019.

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1. To consider and approve the distribution of profit to the shareholders of the Company for the year ended 31 December 2018.

2. To consider and approve the granting of a mandate to the Board of Directors for the payment of interim dividend (if any) to the shareholders of the Company for the year ending 31 December 2019.

AS SPECIAL RESOLUTION:

1. To consider and approve the amendments to the Articles of Association as set out in the section headed “4. Proposed amendments to the Articles of Association” in the “Letter from the Board” contained in the Circular. (Note J)

AS ORDINARY RESOLUTIONS:

1. To consider and approve the re-appointment of 山東和信會計師事務所（特殊普通 合夥） (Shandong Hexin Accountants LLP) as the internal control auditors of the Company for the year ending 31 December 2019.

2. To consider and approve the continuing connected transaction between the Company and 山推工程機械股份有限公司 (Shantui Engineering Machinery Co. Ltd.) (Note K) .

3. To consider and, if thought fit, approve the following resolution as an ordinary resolution:

“ THAT the New Financial Services Agreement dated 25 March 2019 referred to in the section headed “2. Major and continuing connected transactions” in the “Letter from the Board” contained in the circular (the “ Circular ”) of the Company of which this notice forms part and the relevant New Caps (as defined in the Circular) be and are hereby approved.” (Note K)

1. To consider and approve the appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP (德勤華永會計師事務所（特殊普通合夥）) as the auditors of the Company for the year ending 31 December 2019 and to authorise the Directors to determine their remuneration.

By Order of the Board of Directors Weichai Power Co., Ltd. Kwong Kwan Tong Company Secretary

Hong Kong, 3 May 2019

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Notes:

• (A) The Company will not process registration of transfers of H shares (being overseas listed foreign shares and ordinary shares) in the share capital of the Company with a Renminbi denominated par value of RMB1.00 each, which are subscribed and/or paid for in Hong Kong dollars and listed on The Stock Exchange of Hong Kong Limited (“ H Shares ”) from 21 May 2019 to 20 June 2019 (both days inclusive). Holders of H Shares of the Company whose names appear on the register of H Shares of the Company kept at Computershare Hong Kong Investor Services Limited on 21 May 2019 are entitled to attend and vote at the 2018 Annual General Meeting following completion of the registration procedures. To qualify for attendance and voting at the 2018 Annual General Meeting, documents on transfers of H Shares of the Company, accompanied by the relevant share certificates, must be lodged with the Company’s H-share registrar, not later than 4:30 p.m. on 20 May 2019. The address of the Company’s H-share registrar is as follows:

Computershare Hong Kong Investor Services Limited Shops 1712–1716, 17th Floor, Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong

• (B) Holders of H Shares intending to attend the 2018 Annual General Meeting should complete and return the reply slip for attending the 2018 Annual General Meeting personally, by facsimile or by post to the Secretary to the Board of the Company 20 days before the 2018 Annual General Meeting, (i.e. on or before 30 May 2019). The contact details of the Secretary to the Board of the Company are as follows:

Capital Operation Department 197, Section A, Fu Shou East Street High Technology Industrial Development Zone Weifang Shandong Province The People’s Republic of China Postal Code: 261061 Telephone No.: 86 (536) 819 7069 Facsimile No.: 86 (536) 819 7073

• (C) Each holder of H Shares of the Company entitled to attend and vote at the 2018 Annual General Meeting may, by completing the form of proxy of the Company, appoint one or more proxies to attend and vote at the 2018 Annual General Meeting on his/her behalf. A proxy need not be a shareholder of the Company. With respect to any shareholder who has appointed more than one proxy, the proxy holders may only vote on a poll.

• (D) Holders of H Shares of the Company must use the form of proxy of the Company for appointing a proxy and the appointment must be in writing. The form of proxy must be signed by the relevant shareholder or by a person duly authorised by the relevant shareholder in writing (a “ power of attorney ”). If the form of proxy is signed by the person authorised by the relevant shareholder as aforesaid, the relevant power of attorney and other relevant documents of authorisation (if any) must be notarised. If a corporate shareholder appoints a person other than its legal representative to attend the 2018 Annual General Meeting on its behalf, the relevant form of proxy must be affixed with the company seal/chop of the corporate shareholder or duly signed by its director or any other person duly authorised by that corporate shareholder as required by the Articles of Association of the Company.

• (E) To be valid, the form of proxy and the relevant notarised power of attorney (if any) and other relevant documents of authorisation (if any) as mentioned in Note (D) above must be delivered to the Company’s H-share registrar, Computershare Hong Kong Investor Services Limited (address: 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong), not less than 24 hours before the time appointed for the 2018 Annual General Meeting.

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• (F) For holders of A Shares (being ordinary shares) in the share capital of the Company with a Renminbi denominated par value of RMB1.00 each, which are traded in Renminbi and listed on The Shenzhen Stock Exchange (“ A Shares ”), please refer to the notice of the 2018 Annual General Meeting published on the website of The Shenzhen Stock Exchange in respect of the eligibility of attendance, registration procedure, proxy and other relevant matters.

• (G) A shareholder or his/her proxy should produce proof of identity when attending the 2018 Annual General Meeting. If a corporate shareholder’s legal representative or any other person authorised by the board of directors or other governing body of such corporate shareholder attends the 2018 Annual General Meeting, such legal representative or other person shall produce his/her proof of identity, and proof of designation as legal representative and the valid resolution or authorisation document of the board of directors or other governing body of such corporate shareholder (as the case may be) to prove the identity and authorisation of that legal representative or other person.

• (H) Any proposal to appoint any person to the office of director of the Company at the 2018 Annual General Meeting shall be given in writing and, notice in writing by that person of his consent to be elected as director shall be, lodged at the registered office of the Company at 197, Section A, Fu Shou East Street, High Technology Industrial Development Zone, Weifang, Shandong Province, the People’s Republic of China. The period for lodgement of such notices shall commence on (and include) the day after the date of this notice of the 2018 Annual General Meeting and end on (and exclude) the date that is ten (10) days before the date of the 2018 Annual General Meeting.

• (I) The 2018 Annual General Meeting is expected to last for half a day. Shareholders who attend the 2018 Annual General Meeting shall bear their own travelling and accommodation expenses.

• (J) Since the Company is a PRC incorporated company and the official Articles of Association of the Company are in the Chinese language, the proposed amendments are an unofficial English language translation (the “ English Translation ”) of the official proposed amendments in the Chinese language (the “ Official Amendments ”), which are set out in the Chinese language version of the Circular and this notice. Accordingly, in the event of any inconsistency between the English Translation and the Official Amendments, the Official Amendments shall prevail.

• (K) Weichai Holdings, Mr. Tan Xuguang and their respective close associates will abstain from voting at the AGM in respect of this resolution.

As at the date of this announcement, the executive Directors of the Company are Mr. Tan Xuguang, Mr. Zhang Quan, Mr. Xu Xinyu, Mr. Sun Shaojun, Mr. Yuan Hongming and Mr. Yan Jianbo; the non-executive Directors of the Company are Mr. Wang Yuepu, Mr. Jiang Kui, Mr. Gordon Riske and Mr. Michael Martin Macht; and the independent non-executive Directors of the Company are Mr. Zhang Zhong, Mr. Wang Gongyong, Mr. Ning Xiangdong, Mr. Li Hongwu and Mr. Wen Daocai.

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