Weichai Power Co., Ltd. — AGM Information 2024

Oct 30, 2024

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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 EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF WEICHAI POWER CO., LTD.

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Weichai Power Co., Ltd. (the “ Company ”) will be held at the Company’s conference room at 197, Section A, Fu Shou East Street, High Technology Industrial Development Zone, Weifang, Shandong Province, the People’s Republic of China on 22 November 2024 at 2:50 p.m. for the purposes of considering and, if thought fit, approving the matters set out below. Unless the context otherwise requires, terms defined in the circular to the shareholders of the Company dated 31 October 2024, of which this notice forms part (the “ Circular ”) shall have the same meaning when used herein.

AS ORDINARY RESOLUTIONS

1. “ THAT the New Weichai Heavy Machinery Supply Agreement dated 22 August 2024 referred to in the section headed “IV. Renewal of Existing Continuing Connected Transactions – 1. Continuing Connected Transactions between Weichai Heavy Machinery (and its subsidiaries) and the Group – (a) Sale of diesel engines and related products and raw materials, and provision of labour and technical related services, etc. by the Company (and its subsidiaries) to Weichai Heavy Machinery (and its subsidiaries)” in the “Letter From the Board” contained in the Circular and the relevant New Caps (as defined in the Circular) be and are hereby approved.” (Note I)

2. “ THAT the New Weichai Heavy Machinery Purchase Agreement dated 22 August 2024 referred to in the section headed “IV. Renewal of Existing Continuing Connected Transactions – 1. Continuing Connected Transactions between Weichai Heavy Machinery (and its subsidiaries) and the Group – (b) Purchase of diesel engines and related products and raw materials, and receipt of labour and technical related services, etc. by the Company (and its subsidiaries) from Weichai Heavy Machinery (and its subsidiaries)” in the “Letter From the Board” contained in the Circular and the relevant New Caps (as defined in the Circular) be and are hereby approved.” (Note I)

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1. “ THAT the New Fast Transmission Sale Agreement dated 22 August 2024 referred to in the section headed “VI. PRC Continuing Connected Transactions – (a) Sale of parts and components of transmissions and related products and provision of labour services, etc. by the Company (and its subsidiaries) to Fast Transmission (and its associates)” in the “Letter From the Board” contained in the Circular and the relevant New Caps (as defined in the Circular) be and are hereby approved.” (Note I)

2. “ THAT the New Fast Transmission Purchase Agreement dated 22 August 2024 referred to in the section headed “VI. PRC Continuing Connected Transactions – (b) Purchase of parts and components of transmissions and related products and receipt of labour services, etc. by the Company (and its subsidiaries) from Fast Transmission (and its associates)” in the “Letter From the Board” contained in the Circular and the relevant New Caps (as defined in the Circular) be and are hereby approved.” (Note I)

3. “ THAT the Supplemental Agreement to the Existing CNHTC Supply Agreement dated 22 August 2024 referred to in the section headed “III. Revision of annual caps of Existing Continuing Connected Transactions – 1. Continuing Connected Transactions between CNHTC (and its Associates) and the Group – Sale of vehicles, vehicle parts and components and related products, engines, engine parts and components and related products, and provision of relevant services by the Company (and its subsidiaries) to CNHTC (and its Associates)” in the “Letter from the Board” contained in the Circular and the relevant Revised Cap and New Caps (as defined in the Circular) be and are hereby approved.” (Note I)

4. “ THAT the New CNHTC Purchase Agreement dated 22 August 2024 referred to in the section headed “IV. Renewal of Existing Continuing Connected Transactions – 2. Continuing Connected Transactions between CNHTC (and its Associates) and the Group – Purchase of vehicles, vehicle parts and components and related products, engines, engine parts and components and related products, and receipt of relevant services, etc. by the Company (and its subsidiaries) from CNHTC (and its Associates)” in the “Letter From the Board” contained in the Circular and the relevant New Caps (as defined in the Circular) be and are hereby approved.” (Note I)

5. “ THAT the Supplemental Agreement to the Weichai Westport Purchase Agreement dated 22 August 2024 referred to in the section headed “III. Revision of annual caps of Existing Continuing Connected Transactions – 2. Continuing Connected Transactions between Weichai Combustion and the Group – Purchase of gas engines, gas engine parts and related products and receipt of labour and related services by the Company (and its subsidiaries) from Weichai Combustion” in the “Letter from the Board” contained in the Circular and the relevant Revised Caps (as defined in the Circular) be and are hereby approved.” (Note I)

By Order of the Board of Directors Weichai Power Co., Ltd. Ma Changhai Chairman

Hong Kong, 31 October 2024

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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 19 November 2024 to 22 November 2024 (both days inclusive). Holders of H Shares whose names appear on the register of H Shares kept at Computershare Hong Kong Investor Services Limited on 22 November 2024 are entitled to attend and vote at the EGM following completion of the registration procedures. To qualify for attendance and voting at the EGM, 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 18 November 2024. 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) Each holder of H Shares of the Company entitled to attend and vote at the EGM may, by completing the form of proxy of the Company, appoint one or more proxies to attend and vote at the EGM 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.

• (C) 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 EGM 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.

• (D) 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 (C) 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 EGM.

• (E) 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 EGM published on the website of the Shenzhen Stock Exchange in respect of the eligibility of attendance, registration procedure, proxy and other relevant matters.

• (F) A shareholder or his/her proxy should produce proof of identity when attending the EGM. 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 EGM, 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.

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• (G) Any proposal to appoint any person to the office of director of the Company at the EGM 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 EGM and end on (and exclude) the date that is seven (7) days before the date of the EGM.

• (H) The EGM is expected to last for not more than half a day. Shareholders who attend the EGM shall bear their own travelling and accommodation expenses.

• (I) Weichai Holdings and its associates will abstain from voting at the EGM in respect of this resolution.

As at the date of this notice, the executive Directors of the Company are Mr. Ma Changhai, Mr. Zhang Quan, Mr. Wang Decheng, Mr. Sun Shaojun, Mr. Yuan Hongming and Mr. Ma Xuyao; the non-executive Directors of the Company are Mr. Zhang Liangfu, Mr. Richard Robinson Smith and Mr. Michael Martin Macht; and the independent non-executive Directors of the Company are Ms. Jiang Yan, Mr. Chi Deqiang, Mr. Zhao Fuquan, Mr. Xu Bing and Mr. Tao Huaan.

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