Weichai Power Co., Ltd. — Proxy Solicitation & Information Statement 2008

Apr 30, 2008

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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)

Proxy form for use at the Annual General Meeting and any adjournment thereof

No. of Shares to which this Proxy relates[1] Type of Shares (H Shares/A Shares) to which this Proxy relates[1]

I/We[(note][2)]

of

being the registered holder(s) of H Shares/A Shares[(note][3)] in WEICHAI POWER CO., LTD. (the ‘‘ Company ’’ ), HEREBY APPOINT the Chairman of the Meeting or[(note] 4)

of

as my/our proxy to attend and act for me/us at the Annual General Meeting

of10:00the a.m.Companyon 19thto beJune,held2008at the(andCompanyat any ’ sadjournmentconference roomthereof)at 26(theMinsheng ‘‘ AGM ’’ )Eastand Street,to exerciseWeifang,all rightsShandongconferredProvince,on proxiesthe Peopleunder ’ s law,Republicregulationof Chinaand(thethe ‘‘ ArticlesPRC ’’ ) ofat Association of the Company in respect of any other business to be considered in the AGM. I/We wish my/our proxy to vote as indicated below in respect of the resolutions to be proposed at the AGM as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR(note 5)	AGAINST(note 5)	ABSTAIN(note 5)
1.	To consider and approve the Annual Report of the Company for the year ended 31st December, 2007.
2.	To consider and approve the Report of the Board of Directors of the Company for the year ended 31st December, 2007.
3.	To consider and approve the Report of the Supervisory Committee of the Company for the year ended 31st December, 2007.
4.	To consider and receive the audited financial statements of the Company and the Auditors’ Report for the year ended 31st December, 2007.
5.	To consider and approve the 財務決算報告(report of the audited financial statements and the auditors’ report) of the Company for the year ended 31st December, 2007.
6.	To consider and approve the distribution of profit to the shareholders of the Company for the year ended 31st December 2007.
7.	To consider and approve the re-appointment of 山東正源和信有限責任會計師事務所 (Shandong Zheng Yuan Hexin Accountants Limited) as the PRC auditors of the Company and to authorise the Directors to determine their remuneration (and, for the purpose of this resolution, ‘‘PRC’’ means the People’s Republic of China, but excluding Hong Kong, Macau and Taiwan).
8.	To consider and approve the re-appointment of Messrs. Deloitte Touche Tohmatsu as the non-PRC auditors of the Company and to authorise the Directors to determine their remuneration (and, for the purpose of this resolution, ‘‘PRC’’ means the People’s Republic of China, but excluding Hong Kong, Macau and Taiwan).
9.	To consider and approve the granting of a mandate to the Board of Directors for payment of interim dividend (if any) to the shareholders of the Company for the year ending 31st December, 2008.
	SPECIAL RESOLUTIONS		FOR(note 5)	AGAINST(note 5)	ABSTAIN(note 5)
10.	To consider and approve the amendments to the articles of association of the Company.
11.	To consider and approve the granting of a general mandate to the Board of Directors to issue, amongst other things, new shares.
Dated th	e day of	2008 Signature(s)(note 6):

Notes:

1. Please indicate clearly the number of H Shares and/or A 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 and/or A Shares in the Company registered in your name(s).

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

3. Please delete as appropriate.

4. Where the proxy appointed is not the Chairman of the AGM, 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 AGM may appoint one or more proxies to attend and vote at the AGM 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.

5. fromImportant:votingifinyourespectwish ofto voteany resolution,for any resolution,tick in thetickboxin markedthe box ‘‘ markedAbstain ‘‘’’ For. Failure ’’ . If youto tickwishanyto votebox willagainstentitleanyyourresolution,proxy totickcastin theyourboxvotemarkedat his ‘‘ discretion.Against ’’ . If you wish to abstain

6. This form of proxy must be signed by you or your attorney duly authorised in writing. If the form of proxy is signed by your attorney duly authorised in writing, 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 AGM 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.

7. holdersTo be valid,of H thisShares,formto oftheproxyCompanyand ’ thes H-SharerelevantRegistrarnotarisedandpowerTransferof attorneyOffice, (ifComputershareany) and otherHongrelevantKong documentsInvestor Servicesof authorisationLimited (address:(if any) must46/F.,beHopewelldeliveredCentre,(i) with183respectQueento ’ s Department,Road East, Wanchai,197, SectionHongA,Kong);Fu ShouandEast(ii)Street,with respectHigh Technologyto holders Industrialof A Shares,Developmentthe SecretaryZone,toWeifang,the BoardShandongof the CompanyProvince, (address:the PeopleWeichai ’ s RepublicPowerof Co.,China,Ltd.,PostalSecuritiesCode: 261061), not less than 24 hours before the time appointed for the AGM.