Weichai Power Co., Ltd. — Proxy Solicitation & Information Statement 2006

Nov 13, 2006

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WEICHAI POWER CO., LTD.

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 2338)

Proxy form for use at the Weichai Power H Shareholders’ EGM (as defined below) for the holders of H Shares and any adjournment thereof

No. of Shares to which this Proxy relates[(note][1)]

I/We[(note][2)]

of

being the registered holder(s) of H Shares in WEICHAI POWER CO., LTD. (the ‘‘Company’’), HEREBY APPOINT the Chairman of the Meeting or[(note][3)]

of

as my/our proxy toConference2006 (or, if Roomlater, asat 26attend and act forsoonMinshengas practicableEast Street,me/us atafter thetheWeifang,conclusionExtraordinary General Meeting ofShandongof theProvince,Weichai Powerthe People’s RepublicShareholders’the holders of H Shares ofEGM)of China(and(theattheany‘‘PRCCompany to beadjournment’’) at 11: 30thereof)held at thea.m. on(the29Company’sDecember‘‘Weichai Power H Shareholders’ EGM’’) and to exercise all rights conferred on proxies under law, regulation and the Articles of Association of the Company in respect of any other business to be considered in the Weichai Power H Shareholders’ EGM. I/We wish my/our proxy to vote as indicated below in respect of the resolution to be proposed at the Weichai Power H Shareholders’ EGM as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

conveningUnless the thecontextWeichairequiresPowerotherwise,H Shareholders’terms definedEGM informsthe partcircular(theto‘‘Circularthe shareholders’’) shall haveof thetheCompanysame meaningsdated 12whenNovemberused herein.2006 of which the notice

SPECIAL RESOLUTION	FOR(note 4)	AGAINST (notes 4 and 5)
To consider and approve the proposed Merger of the Company and TAGC and the issue by the Company of new Weichai A Shares to the shareholders of TAGC (other than InvestCo) at the Exchange Ratio and the Merger Agreement dated 12 November 2006 entered into between the Company and TAGC in respect of the Merger Proposal; and to authorize the Directors of the Company to do all such actions which are appropriate to implement and complete the Merger Proposal, the Merger Agreement and the listing of the Weichai A Shares on the Shenzhen Stock Exchange.

Dated the

day of 200 Signature(s)[(note][6)]

Notes:

1. Please indicate clearly the number of H 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 will be deemed to be appointed in respect of all the H Shares in the Company registered in your name(s).

2. Please insert full name(s) and address(es) in BLOCK CAPITALS.

3. Where the proxy appointed is not the Chairman of the Weichai Power H Shareholders’ EGM, please cross out ‘‘the Chairman of the meeting or’’, and fill in the name(s) and address(es) of the proxy in the space provided. Each Shareholder of the Company entitled to attend and vote at the Weichai Power H Shareholders’ EGM may appoint one or more proxies to attend and vote at the Weichai Power H Shareholders’ EGM on his behalf. A proxy need not be a Shareholder of the Company. With respect to any Shareholder of the Company who has appointed more than one proxy, the proxy holder may only vote on a poll. The person who signs this proxy form shall initial against any alteration in it.

4. 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’’. Failure to tick any box will entitle your proxy to cast your vote at his discretion.

5. Important: if you wish to vote against the Special Resolution and make the Dissenting Weichai Power Shareholder Request (as defined in the Circular), please see the section headed ‘‘9. Dissenting Weichai Power Shareholders’’ in appendix VII to the Circular for details.

6. This form of proxy must be signed by you or your attorney duly authorized in writing. If the form of proxy is signed by your attorney duly authorized in writing, the relevant power of attorney and other relevant documents of authorization (if any) must be notarized. If a corporate Shareholder appoints a person other than its legal representative to attend the Weichai Power H Shareholders’ 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 authorized by that corporate Shareholder as required by the Articles of Association of the Company.

7. To be valid, the form of proxy and the relevant notarized power of attorney (if any) and other relevant documents of authorization (if any) must be delivered to the Company’s H-Share Registrar and Transfer Office, Computershare Hong Kong Investor Services Limited (address: 46/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong) not less than 24 hours before the time appointed for the Weichai Power H Shareholders’ EGM.