Weichai Power Co., Ltd. - Proxy Solicitation & Information Statement 2010

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares of the Company, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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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)

PROPOSED BONUS SHARES ISSUE BY CONVERSION OF CAPITAL RESERVE OF THE COMPANY, PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING AND CLASS MEETINGS

A letter from the Board is set out on pages 4 to 11 of this circular.

Notices convening the EGM and the Class Meetings to be held at 26 Minsheng East, Weifeng, Shandong Province, the PRC on 26 October 2010 are set out on pages 12 to 24 of this circular. Whether or not you intend to be present at the said meeting(s), you are requested to complete the accompanying forms of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (with respect to the holders of H Shares) or the registered office of the Company at Securities Department, 197, Section A, Fu Shou East Street, High Technology Industrial Development Zone, Weifang, Shandong Province, the PRC (postal code: 261061) (with respect to the holders of A Shares), no later than 24 hours before the time fixed for holding the relevant meeting or any adjournment thereof. Completion and delivery of the form of proxy will not prevent you from attending, and voting at, the relevant meeting or any adjournment thereof if you so wish.

9 September 2010

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
NOTICE OF A SHAREHOLDERS’ CLASS MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
NOTICE OF H SHAREHOLDERS’ CLASS MEETING . . . . . . . . . . . . . . . . . . . . . . . . . .	21

– i –

DEFINITIONS

In this circular, the following expressions have the following meanings, unless the context requires otherwise:

“A Share(s)”

the A Share(s), being ordinary share(s) issued and/or to be issued as part of the New Shares (as the context may require), in the capital of the Company with a RMB denominated par value of RMB1.00 each and are listed or proposed to be listed (as the case may be) on the Shenzhen Stock Exchange

“A Shareholders’ Class Meeting”
the class meeting of the holders of A Shares to be convened and held on 26 October 2010 for the purpose of approving, inter alia , the proposed Bonus Shares Issue
“Articles of Association”
the articles of association of the Company
“Board”
the board of Directors
“Bonus Shares Issue”
the proposed issue of New Shares to the Shareholders (subject to fractional entitlements and the restriction on issue to Overseas Shareholders as mentioned in this circular) by way of conversion of the capital reserve of the Company on the basis of ten New Shares for every ten existing Shares held by the Shareholders on the Record Date
“CCASS”
the Central Clearing and Settlement System established and operated by HKSCC
“China” or “PRC”
the People’s Republic of China which, for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region and Taiwan
“Class Meeting(s)”
the H Shareholders’ Class Meeting and/or the A Shareholders’ Class Meeting (as the case may be)
“Company”
Weichai Power Co., Ltd., a company established under the laws of the PRC
“Company Law”
the Company Law (公司法) of the PRC adopted at the Fifth Session of the Standing Committee of the Eighth National People’s Congress on 29 December 1993 and effective from 1 July 1994, as amended, supplemented or otherwise modified from time to time

– 1 –

DEFINITIONS

“Director(s)”

the director(s) of the Company

“EGM”

the extraordinary general meeting of the Company to be convened and held on 26 October 2010 for the purpose of approving, inter alia , the proposed Bonus Shares Issue and the proposed amendments to the Articles of Association

“Group” the Company and its subsidiaries (as defined in the Hong Kong Listing Rules)

“H Share(s)”
the H Share(s), being the overseas listed foreign share(s) issued and/or to be issued as part of the New Shares (as the context may require), in the capital of the Company with a RMB denominated par value of RMB1.00 each and are listed or proposed to be listed (as the case may be) on the main board of the Hong Kong Stock Exchange
“H Shareholders’ Class Meeting”
the class meeting of the holders of H Shares to be convened and held on 26 October 2010 for the purpose of approving, inter alia , the proposed Bonus Shares Issue
“HKSCC”
Hong Kong Securities Clearing Company Limited
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“Hong Kong Listing Rules”
the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange
“Hong Kong Stock Exchange”
The Stock Exchange of Hong Kong Limited
“Latest Practicable Date”
6 September 2010, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
“New A Shares” the new A Shares to be allotted and issued pursuant to the Bonus Shares Issue
“New H Shares” the new H Shares to be allotted and issued pursuant to the Bonus Shares Issue
“New Shares”
the new Shares to be allotted and issued pursuant to the Bonus Shares Issue

– 2 –

DEFINITIONS

“Overseas Shareholder(s)”

the holder(s) of H Share(s) whose address(es) as stated in the register of holders of H Shares is/are outside Hong Kong

“Record Date”

the record date to be determined by the Board by reference to which entitlements to the Bonus Shares Issue will be determined

“Regulations”

the Special Regulations on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies (國務院關於股份有限公司境外募集股份及上市的特別規定) issued by the State Council of the PRC on 4 August 1994, as amended, supplemented or otherwise modified from time to time

“RMB”

Renminbi, the lawful currency of the PRC

“SFO”
the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong
“Share(s)”
share(s) of RMB1.00 each in the capital of the Company
“Shareholder(s)”

the holder(s) of Share(s); and

“Supervisor(s)” supervisor(s) of the Company

– 3 –

LETTER FROM THE BOARD

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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)

Executive Directors: Tan Xuguang (Chairman) Xu Xinyu Sun Shaojun Zhang Quan

Non-executive Directors: Zhang Fusheng Liu Huisheng Yao Yu Yeung Sai Hong Chen Xuejian Li San Yim Julius G. Kiss Han Xiaoqun Gu Linsheng Li Shihao Liu Zheng

Registered office: 197, Section A Fu Shou East Street High Technology Industrial Development Zone Weifang City Shandong Province The People’s Republic of China

Principal place of business in Hong Kong: Room 1909, 19th Floor Gloucester Tower 15 Queen’s Road Central Hong Kong

Independent Non-executive Directors: Zhang Xiaoyu Koo Fook Sun, Louis Fang Zhongchang

Supervisors: Sun Chengping Jiang Jianfang Ding Yingdong

9 September 2010

To: Holders of H Shares Holders of A Shares

Dear Sir or Madam,

PROPOSED BONUS SHARES ISSUE BY CONVERSION OF CAPITAL RESERVE OF THE COMPANY, PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING AND CLASS MEETINGS

INTRODUCTION

Reference is made to the announcement of the Company dated 23 August 2010 in respect of the Bonus Shares Issue.

– 4 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with, among other things, (i) further details of the proposed Bonus Shares Issue; (ii) further details of the proposed amendments to the Articles of Association consequential to the completion of the Bonus Shares Issue; and (iii) details of the proposed amendments to the Articles of Association in respect of the scope of business of the Company. This circular also contains the notices convening the EGM and the Class Meetings.

PROPOSED BONUS SHARES ISSUE BY CONVERSION OF CAPITAL RESERVE OF THE COMPANY

The Board has proposed the Bonus Shares Issue to the Shareholders for their consideration and approval. Holders of H Shares and A Shares whose names appear on the register of holders of H Shares and the register of holders of A Shares of the Company, respectively, on the Record Date will be entitled to the Bonus Shares Issue. Subject to the fulfilment of the conditions set out in the paragraph headed “Conditions of the Bonus Shares Issue” below, the Bonus Shares Issue will be made by conversion of the capital reserve of the Company and the New Shares will be distributed to the relevant Shareholders on the basis of ten New Shares for every ten existing Shares held on the Record Date.

Conditions of the Bonus Shares Issue

The Bonus Shares Issue is conditional upon the following:

(i) the passing of the special resolution to approve the Bonus Shares Issue and the consequential amendments to the Articles of Association as a result of the Bonus Shares Issue at the EGM and to approve the Bonus Shares Issue at the Class Meetings; and
(ii) approval by and/or filing at the relevant governmental or regulatory authorities of the PRC being obtained and/or completed (to the extent required under the relevant PRC laws, rules and regulations); and
(iii) in respect of the New H Shares, the Listing Committee of the Hong Kong Stock Exchange granting or agreeing to grant the approval for the listing of, and permission to deal in, the New H Shares.

According to Rule 19A.38 of the Hong Kong Listing Rules, except in the circumstances mentioned in Rule 13.36(2) of the Hong Kong Listing Rules (as replaced by Rule 19A.38 of the Hong Kong Listing Rules), the Directors shall obtain the approval by special resolution of the Shareholders in general meeting and the approvals by special resolution of the holders of A Shares and of the holders of the H Shares at separate class meetings conducted in accordance with the Articles of Association in respect of issue of the New Shares under the Bonus Shares Issue. As the Bonus Shares Issue does not fall within Rule 13.36(2) of the Hong Kong Listing Rules (as replaced by Rule 19A.38 of the Hong Kong Listing Rules), the Bonus Shares Issue is conditional upon, inter alia, the passing of the resolutions to approve the Bonus Shares Issue at the respective EGM and Class Meetings as mentioned above.

– 5 –

LETTER FROM THE BOARD

Basis of the Bonus Shares Issue

The Bonus Shares Issue will be made by the conversion of the capital reserve of the Company and the New Shares will be distributed to the relevant Shareholders on the basis of ten New Shares, credited as fully paid, for every ten existing Shares held by the Shareholders whose names appear on the register of holders of H Shares and register of holders of A Shares of the Company respectively on the Record Date.

Status of the New Shares

The New Shares will, subject to the Articles of Association, when issued, rank pari passu in all respects with the Shares then in issue. Holders of the New Shares will be entitled to receive all future dividends and distributions (if any) which are declared and paid after the date on which the New Shares are allotted and issued, but will not be entitled to the dividends declared by the Company before the Record Date.

Fractional entitlements

No fractional Shares will be issued. Fractional entitlements to the New H Shares will be aggregated and sold for the benefit of the Company. Fractional entitlements to the New A Shares will be treated in accordance with the relevant regulations of the Shenzhen Stock Exchange.

Effect on the shareholding after the Bonus Shares Issue.

Set out below are the shareholding structures of the Company as at the Latest Practicable Date and immediately upon completion of the Bonus Shares Issue (assuming that no new Shares are allotted or issued and no existing Shares are repurchased prior to the Record Date, and that the conditions set out in the paragraph headed “Conditions of the Bonus Shares Issue” above will be satisfied):

A Shares – restricted A Shares – unrestricted A Shares H Shares Total	As at the Latest Practicable Date Number of Shares % 285,092,297 34.22 345,553,386 41.48 202,400,000 24.30 833,045,683 100.00	Immediately after completion of the Bonus Shares Issue Number of Shares % 570,184,594 34.22 691,106,772 41.48 404,800,000 24.30 1,666,091,366 100.00	Immediately after completion of the Bonus Shares Issue Number of Shares % 570,184,594 34.22 691,106,772 41.48 404,800,000 24.30 1,666,091,366 100.00
			100.00

– 6 –

LETTER FROM THE BOARD

On the basis of a total of 833,045,683 New Shares to be issued pursuant to the Bonus Shares Issue (based on 833,045,683 Shares in issue as the Latest Practicable Date), approximately RMB833,045,683 will be transferred from the Company’s capital reserve to its share capital and after the Bonus Shares Issue, a total of 1,666,091,366 Shares will be in issue. The New Shares will represent 100% of the existing issued share capital of the Company and 50% of the issued share capital of the Company as enlarged by the issue of the New Shares.

Record Date for the Bonus Shares Issue

Since the Company will only able to determine the Record Date after obtaining the approvals of the Shareholders at the EGM and the Class Meetings, and obtaining/completing the relevant approval by and/or filing at the relevant governmental or regulatory authorities of the PRC (to the extent required under the relevant PRC laws, rules and regulations), the Company will issue a further announcement on the Record Date after the same is determined.

Further announcement will be made in respect of the timetable for the Bonus Shares Issue (including, inter alia , the Record Date) if and after the Bonus Shares Issue becomes unconditional.

Overseas Shareholders

Upon the Bonus Shares Issue becoming unconditional and after the Record Date is determined, the Company will consider if there are any Overseas Shareholders on the Record Date, and if there are such Overseas Shareholders, then the Company will make enquiry regarding the legal restrictions (if any) under the laws of the relevant places and the requirements of the relevant regulatory bodies or stock exchanges for the relevant Overseas Shareholders to be eligible to take part in the Bonus Shares Issue pursuant to the Hong Kong Listing Rules.

If, after making enquiry regarding the legal restrictions under the laws of the relevant place and the requirements of the relevant regulatory body or stock exchange for distributing New H Shares to the Overseas Shareholders, the Board is of the opinion that it would be necessary or expedient, on account either of the legal restrictions under the laws of the relevant place or any requirement of the relevant regulatory body or stock exchange (such as filing of any registration statement or prospectus or other special formalities) in that place, not to issue the New H Shares to such Overseas Shareholders, arrangements will be made for the Bonus Shares which would otherwise be issued to such Overseas Shareholders to be sold in the market as soon as practicable after dealings in the New H Shares commence, if a premium, net of expenses, can be obtained. Any net proceeds of such sale for each Overseas Shareholder, after deduction of expenses, of HK$100 or more will be distributed in Hong Kong dollars to the relevant Overseas Shareholders, by ordinary post at their own risk, unless the amount falling to be distributed to any such person is less than HK$100 in which case it will be retained for the benefit of the Company.

The Company will issue a further announcement on whether it has any Overseas Shareholders on the Record Date after the Record Date is determined.

– 7 –

LETTER FROM THE BOARD

Share certificates

Subject to the fulfillment of the conditions of the Bonus Shares Issue as set out in the paragraph headed “Conditions of the Bonus Shares Issue” above, certificates in respect of the New H Shares will be sent by ordinary mail to the persons entitled thereto at their respective addresses shown in the register of holders of H Shares of the Company or in the case of joint holders, to the address of the joint holder whose name stands first in the register of holders of H Shares of the Company in respect of the joint holding. The Company will issue a separate announcement regarding the date of despatch of certificates for the New H Shares.

Application for listing

Application will be made to the Listing Committee of the Hong Kong Stock Exchange for the listing of, and permission to deal in, the New H Shares. The New H Shares are not a new class of securities to be listed and accordingly no arrangements are required to be made to enable the New H Shares to be admitted into CCASS.

The A Shares are listed on the Shenzhen Stock Exchange. Listing of the New A Shares on the Shenzhen Stock Exchange is proposed to be sought.

Save as mentioned above, no other part of the equity or debt securities of the Company is listed or dealt in on any other stock exchange and no such listing or permission to deal is being or is proposed to be sought.

Reasons for the Bonus Shares Issue

The Board believes that the proposed Bonus Shares Issue will allow the Shareholders to participate in the growth of the Company by way of conversion of the capital reserve. In addition, it will provide the Company with a wider capital base and therefore increase the marketability of the Shares.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATIONS

If the Bonus Shares Issue is approved at the EGM in the Class Meetings, the registered share capital of the Company will need to be increased upon completion of the Bonus Shares Issue and certain articles of the Articles of Association will be required to be amended to reflect the changes in the registered capital and the issued share capital as a result of Bonus Shares Issue.

The proposed amendments to the Articles of Association consequential to the Bonus Shares Issue are subject to the approval of the Shareholders by way of a special resolution at the EGM and the Class Meetings, and will become effective if the Bonus Shares Issue is approved at the EGM and the Class Meetings and becomes unconditional. The details of such proposed amendments to the Articles of Association consequential to the Bonus Shares Issue are set out in the resolution numbered 15(d) in the notice of EGM set out on pages 13 to 14 of this circular.

– 8 –

LETTER FROM THE BOARD

In addition, the Board proposed to make certain amendments to the Articles of Association in respect of the scope of business of the Company in line with the practical needs for the development and operation of the business of the Company, as set out in the resolution numbered 16 in the notice of EGM as set out on page14 of this circular. The said amendments are conditional on the registration and filing at the relevant governmental or regulatory authorities of the PRC being confirmed by the same (to the extent required under the relevant PRC laws, rules and regulations).

Warning of risks of dealing in Shares

The Bonus Shares Issue is conditional upon the conditions set out in the paragraph headed “Conditions of the Bonus Shares Issue” above. Any Shareholder or other person dealing in the Shares prior to the Company having fulfilled the conditions for the Bonus Shares Issue will accordingly bear the risk that the Bonus Shares Issue cannot become unconditional and may not be able to receive the New Shares. Shareholders and potential investors should therefore exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

EGM AND CLASS MEETINGS

The EGM will be held at 26 Minsheng East Street, Weifang, Shandong Province, the PRC on 26 October 2010 to consider and, if thought fit, approve, inter alia , the proposed Bonus Shares Issue and the proposed amendments to the Articles of Association, after considering and, if thought fit, approving matters in respect of certain continuing connected transactions of the Company (the details of which are set out the circular of the Company dated 9 September 2010, which contains the notice of EGM setting out the resolutions in respect of the same). The A Shareholders’ Class Meeting will be held immediately after the conclusion of the EGM, and the H Shareholders’ Class Meeting will be held immediately after the conclusion of the A Shareholders’ Class Meeting, at the same place, to consider and, if thought fit, approve the proposed Bonus Shares Issue and the proposed amendments to the Articles of Association consequential to the completion of the Bonus Shares Issue. Notices convening the EGM and the Class Meetings are set out on pages 12 to 24 of this circular.

Forms of proxy for use at the EGM and the Class Meetings are enclosed with this circular. Holders of A Shares may use the forms of proxy published by the Company on the website of the Shenzhen Stock Exchange instead. Whether or not you intend to be present at such meetings, you are requested to complete the forms of proxy in accordance with the instructions printed thereon and return the same to Computershare Hong Kong Investor Services Limited at 17M floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (with respect to the holders of H Shares) or the Company’s registered office at Securities Department, 197,s Section A, Fu Shou East Street, High Technology Industrial Development Zone, Weifang, Shandong Province, the PRC (postal code: 261061) (with respect to the holders of A Shares), no later than 24 hours before the time fixed for holding the relevant meeting or any adjournment thereof. Completion and delivery of the form of proxy will not prevent you from attending and voting at the relevant meeting or any adjournment thereof if you so wish.

– 9 –

LETTER FROM THE BOARD

CLOSURE OF REGISTER OF HOLDERS OF H SHARES

The register of holders of H Shares of the Company will be closed from 27 September 2010 to 26 October 2010, both days inclusive, during which period no transfer of H Shares will be effected. In order to qualify for attending the EGM and the H Shareholders’ Class Meeting, all transfer documents of H Shares accompanied by the relevant share certificates must be lodged with Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on 24 September 2010.

RESPONSIBILITY STATEMENTS

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

STATEMENTS TO BE MADE ON ACQUISITION OF SHARES

The Company shall ensure that all its listing documents and share certificates include the statements stipulated below and shall instruct and cause its share registrars not to register the subscription, purchase or transfer of any of its Shares in the name of any particular holder unless and until such holder delivers to such share registrar a signed form in respect of such Shares bearing statements to the following effect:

(i) the acquirer of Shares agrees with the Company and each of its Shareholder, and the Company agrees with each Shareholder, to observe and comply with the Company Law, the Regulations and its Articles of Association;
(ii) the acquirer of Shares agrees with the Company, each of its Shareholders, Directors, supervisors, managers and officers and itself (acting for the Company and for each Director, Supervisor, manager and officer) agrees with each Shareholder, to refer all differences and claims arising from its Articles of Association or any rights or obligations conferred or imposed by the Company Law or other relevant laws and administrative regulations concerning the affairs of the Company to arbitration in accordance with its Articles of Association. Any reference to arbitration will be deemed to authorise the arbitration tribunal to conduct its hearing in open session and to publish its award. Such arbitration will be final and conclusive;
(iii) the acquirer of Shares agrees with the Company of its Shareholders that the H Shares in the Company are freely transferable by the holder of such Shares; and
(iv) the acquirer of Shares authorises the Company to enter into a contract on his behalf with each Director and officer whereby such Directors and officers undertake to observe and comply with their obligations to shareholders stipulated in its Articles of Association.

– 10 –

LETTER FROM THE BOARD

RECOMMENDATIONS

The Board considers that the proposed Bonus Shares Issue and the proposed amendments to the Articles of Association are in the best interests of the Company and its Shareholders as a whole.

Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions which will be proposed at the EGM and the Class Meetings.

Yours faithfully, For and on behalf of the Board of Directors

Tan Xuguang Chairman and CEO

– 11 –

NOTICE OF EGM

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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 26 Minsheng East Street, Weifang, Shandong Province, the People’s Republic of China (the “ PRC ”) on 26 October 2010 at 9:00 a.m. for the purpose of considering and, if thought fit, approving the matters set out below, after considering and, if thought fit, approving matters in respect of certain continuing connected transactions of the Company (the details of which are set out the circular of the Company dated 9 September 2010, which contains the notice of EGM setting out the ordinary resolutions numbered 1 to 14 in respect of the same). Unless the context requires otherwise, terms defined in the circular to the shareholders of the Company (the “Shareholders”) dated 9 September 2010, of which this notice forms part (the “ Circular ”) shall have the same meanings when used herein.

SPECIAL RESOLUTIONS

To consider and, if thought fit, approve the following resolutions as special resolutions:

“ THAT conditional upon: (i) the Listing Committee of The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) granting or agreeing to grant the listing of, and permission to deal in, the H Shares (as defined below) to be issued under the Bonus Shares Issue (as defined below); (ii) the approval by and/or filing at the relevant governmental or regulatory authorities of the People’s Republic of China (the “ PRC ”, which, for the purposes of this resolution, excludes the Hong Kong Special Administrative Region (“ Hong Kong ”) and the Macau Special Administrative Region) being obtained and/or completed (to the extent required under the relevant PRC laws, rules and regulations); and (iii) the approval of the Bonus Shares Issue by the class meetings of the holders of H Shares and of the holders of the A Shares (as defined below), respectively:
(a) the bonus issue of shares of RMB1.00 each in the capital of the Company (“ New Share(s) ”) to the shareholders of the Company whose names appear on the register of holders of H Shares and on the register of holders of A Shares, respectively, on the record date (“ Record Date ”) to be determined by the board of directors of the Company (“ Board ”) on the basis of ten New Shares for every ten existing shares of the Company held on the Record Date, by the

– 12 –

NOTICE OF EGM

conversion of the amount of approximately RMB833,045,683 standing to the credit of the capital reserve of the Company and the application of the same in paying up in full at par the New Shares (“ Bonus Shares Issue ”) (and any fractional entitlement to the New Shares will not be issued), be and is hereby approved;

(b) the Directors be and they are hereby authorised to exclude holders of H Shares (if any) who are residents outside Hong Kong, on account of prohibitions or requirements under overseas laws or regulations based on the legal enquiry on the same or for some other reasons which the Board considers to be expedient (as applicable), from being allotted and issued New Shares (such Shares are referred to as the “ Excluded Shares ” hereafter); and
(c) the Directors be and they are hereby authorised to take any and all steps or sign any and all documents as they consider to be necessary desirable or expedient in connection with the Bonus Shares Issue and the transactions contemplated thereunder including the dealing with any Excluded Shares and any fractional entitlements to the New Shares and the proceeds from the sale thereof in respect of the H Shares which form part of the New Shares.

For the purposes of this resolution, references to “H Share(s)” mean the overseas listed foreign share(s) issued and/or to be issued as a part of the New Shares (as the context may require) in the capital of the Company with a RMB denominated par value of RMB1.00 each and are listed or proposed to be listed (as the case may be) on the main board of the Stock Exchange; and references to “A Share(s)” mean the ordinary share(s) issued and/or to be issued as a part of the New Shares (as the context may require) in the capital of the Company with a RMB denominated par value of RMB1.00 each and are listed or proposed to be listed (as the case may be) on the Shenzhen Stock Exchange.”

(d) “ THAT conditional upon the Bonus Shares Issue becoming unconditional, the following consequential amendments to the articles of association of the Company as a result of the Bonus Shares Issue be and are hereby approved, and any Director be and is hereby authorised to modify such amendments as appropriate (such amendments will not be required to be approved by the shareholders of the Company) and to do all such things as necessary in respect of the amendments to the articles of association of the Company pursuant to the results of the Bonus Shares Issue and the requirements (if any) of the relevant authorities of the People’s Republic of China (including but not limited to all applications, filings and registrations with the relevant authorities):
(1) In the first paragraph of Article 7 of the Articles of Association, the words “and revised at the first extraordinary general meeting of 2010 held on 26 October 2010,” be added after the words “...revised at the annual general meeting of 2008 held on 19 June 2009,” (note J)
(2) In the second paragraph of Article 19 of the Articles of Association, the words “...the Company’s total number of ordinary shares in issue is 833,045,683 shares...”

– 13 –

NOTICE OF EGM

be replaced by the words “...the Company’s total number of ordinary shares in issue is 1,666,091,366 shares...”

(3) The following paragraph be added to Article 20 of the Articles of Association as the fourth paragraph: “After the implementation of the 2010 bonus shares issue by way of the conversion of the capital reserve, a total of 1,666,091,366 ordinary shares of the Company are in issue, of which holders of A Shares are interested in 1,261,291,366 shares and holders of overseas listed foreign shares are interested in 404,800,000 shares.”
(4) Article 21 of the Articles of Association. “The share capital of the Company consists of 833,045,683 ordinary shares, of which holders of overseas listed foreign shares are interested in 202,400,000 shares, holders of A Shares are interested in 630,645,683 shares (including 325,600,000 shares held by the promoters).”

be replaced by: “The share capital of the Company consists of 1,666,091,366 ordinary shares, of which holders of overseas listed foreign shares are interested in 404,800,000 shares, holders of A Shares are interested in 1,261,291,366 shares.”

(5) In Article 24 of the Articles of Association, the words: “the Company’s registered capital is RMB833,045,683, comprising a total of 833,045,683 shares...”

be replaced by the words “the Company’s registered capital is RMB1,666,091,366; comprises of a total of 1,666,091,366 shares...”.” (note K)

“ THAT Article 13 of the articles of association of the Company be amended to read as follows:

“The scope of business of the Company shall be subject to the items approved by the 公司登記機關 (companies registration authority).

The scope of business of the Company includes: the design, development, manufacture, sale, maintenance of the diesel engines and supplemental products and the import and export business of the enterprise under the 資格證書 (qualification certificate); leasing of self-owned properties, sale of steel materials; provision of the services of enterprise management.

The Company shall conduct its business activities within the scope of business approved by the 公司登記機關 (companies registration authority).” (notes K and L)

By Order of the Board of Directors Weichai Power Co., Ltd. Cheung Tat Leung, Peter Company Secretary

Hong Kong, 9 September 2010

– 14 –

NOTICE OF EGM

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 27 September 2010 to 26 October 2010 (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 at the end of 24 September 2010 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 and Transfer Office, not later than 4:30 p.m. on 24 September 2010. The address of the Company’s H-Share Registrar and Transfer Office is as follows:

Computershare Hong Kong Investor Services Limited Shops 1712--16, 17th Floor, Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong

(B) Holders of H Shares intending to attend the EGM should complete and return the reply slip for attending the EGM personally, by facsimile or by post to the Secretary to the Board of the Company 20 days before the EGM (i.e. on or before 6 October 2010). The contact details of the Secretary to the Board of the Company are as follows:

Securities 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) 229 7068 Facsimile No.: 86 (536) 819 7073

(C) 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 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 forms 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.
(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 and Transfer Office, 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.
(F) Each holder of A Shares of the Company who is entitled to attend and vote at the EGM may also, by completing the form of proxy of the Company, appoint one or more proxies to attend and vote at the EGM on his behalf. A proxy need not be a shareholder of the Company. Notes (C) and (D) above also apply to the holders of A Shares of the Company, except that, to be valid, the form of proxy and the relevant power of attorney (if any) and other relevant documents of authorisation (if any) must be delivered to the Secretary to the Board of the Company not less than 24 hours before the time appointed for the EGM. The address of the Secretary to the Board of the Company is stated in Note (B) above.

– 15 –

NOTICE OF EGM

(G) A shareholder or his 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 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 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.
(I) 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.
(J) The first paragraph of Article 7 of the Articles of Association, as amended by the proposed amendments, shall read as follows:

“On 30 June 2003, these Articles were adopted by a special resolution passed at the Company’s general meeting for year 2002. They were revised by a special resolution passed at an extraordinary general meeting of the Company held on 20 October 2003, revised at the Company’s annual general meeting for year 2003 held on 29 June 2004, revised at the Company’s extraordinary general meeting for year 2004 held on 15 December 2004, revised by way of special resolution at the Company’s extraordinary general meeting held on 29 December 2006, revised at the Company’s annual general meeting for year 2006 held on 29 June 2007, revised at the Company’s annual general meeting for year 2007 held on 19 June 2008, revised at the Company’s first extraordinary general meeting of 2008 held on 20 August 2008, revised at the Company’s second extraordinary general meeting of 2008 held on 3 November 2008 and revised at the Company’s first extraordinary general meeting of 2010 held on 26 October 2010. These Articles have come into force upon approval by the company examination and approval authority under the State Council and after completion of the initial public offer of ordinary shares denominated in RMB.”

(K) Since the Company is a PRC incorporated company and the official articles of association of the Company are in the Chinese language, the above 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 this notice. Accordingly, in the event of any inconsistency between the English Translation and the Official Amendments, the Official Amendments shall prevail.
(L) It is proposed that “leasing of self-owned properties, sale of steel materials; provision of services of enterprise management” be added to the scope of business of the Company.

– 16 –

NOTICE OF A SHAREHOLDERS’ CLASS MEETING

==> picture [59 x 69] intentionally omitted <==

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 HOLDERS OF A SHARES

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ A Shareholders’ Class Meeting ”) of the holders of A shares (“ A Shares ”) of Weichai Power Co., Ltd. (the “ Company ”) will be held at the Company’s conference room at 26 Minsheng East Street, Weifang, Shandong Province, the People’s Republic of China (the “ PRC ”) on 26 October 2010 at 10:00 a.m. (or, if later, as soon as practicable after the completion of the extraordinary general meeting of the shareholders of the Company to be held at 10:00 a.m. at the same date) for the purpose of considering and, if though fit, approving the matter set out below. Unless the context requires otherwise, terms defined in the circular to the shareholders of the Company (the “ Shareholders ”) dated 9 September 2010 of which this notice forms part (the “ Circular ”) shall have the same meanings when used herein.

AS A SPECIAL RESOLUTION:

To consider and, if thought fit, approve the following resolution as a special resolution:

“ THAT conditional upon: (i) the Listing Committee of The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) granting or agreeing to grant the listing of, and permission to deal in, the H Shares (as defined below) to be issued under the Bonus Shares Issue (as defined below); (ii) the approval by and/or filing at the relevant governmental or regulatory authorities of the People’s Republic of China (the “ PRC ”, which, for the purposes of this resolution, excludes the Hong Kong Special Administrative Region (“ Hong Kong ”) and the Macau Special Administrative Region) being obtained and/or completed (to the extent required under the relevant PRC laws, rules and regulations); and (iii) the approval of the Bonus Shares Issue by the extraordinary general meeting of the shareholders of the Company and the class meetings of the holders of A Shares (as defined below), respectively:

(a) the bonus issue of shares of RMB1.00 each in the capital of the Company (“ New Share(s) ”) to the shareholders of the Company whose names appear on the register of holders of H Shares and on the register of holders of A Shares, respectively, on the record date (“ Record Date ”) to be determined by the board of directors of the Company (“ Board ”) on the basis of ten New Shares for every ten existing shares of the Company held on the Record Date by the conversion of the amount of up to RMB833,045,683 standing to the credit of the capital reserve of the Company and the

– 17 –

NOTICE OF A SHAREHOLDERS’ CLASS MEETING

application of the same in paying up in full at par the New Shares (“ Bonus Shares Issue ”) (and any fractional entitlement to the New Shares will not be issued), be and is hereby approved;

(b) the Directors be and they are hereby authorised to exclude holders of H Shares (if any) who are residents outside Hong Kong, on account of prohibitions or requirements under overseas laws or regulations based on the legal enquiry on the same or for some other reasons which the Board of Directors considers to be expedient (as applicable), from being allotted and issued New Shares (such Shares are referred to as “ Excluded Shares ” hereafter); and
(c) the Directors be and they are hereby authorised to take any and all steps or sign any and all documents as they consider necessary desirable or expedient in connection with the Bonus Shares Issue and the transactions contemplated thereunder including the dealing with any Excluded Shares and any fractional entitlements to the New Shares and the proceeds from the sale thereof in respect of the H Shares which form part of the New Shares.

For the purposes of this relocation, references to “H Share(s)” mean the overseas listed foreign share(s) issued and/or to be issued as a part of the New Shares (as the context may require) in the capital of the Company with a RMB denominated par value of RMB1.00 each and are listed or proposed to be listed (as the case may be) on the main board of the Stock Exchange; and references to “A Share(s)” mean the ordinary share(s) issued and/or to be issued as a part of the New Shares (as the context may require) in the capital of the Company with a RMB denominated par value of RMB1.00 each and are listed or proposed to be listed (as the case may be) on the Shenzhen Stock Exchange.”

(d) “ THAT conditional upon the Bonus Shares Issue becoming unconditional, the following consequential amendments to the articles of association of the Company as a result of the Bonus Shares Issue be and are hereby approved, and any Director be and is hereby authorised to modify such amendments as appropriate (such amendments will not be required to be approved by the shareholders of the Company) and to do all such things as necessary in respect of the amendments to the articles of association of the Company pursuant to the results of the Bonus Shares Issue and the requirements (if any) of the relevant authorities of the People’s Republic of China (including but not limited to all applications, filings and registrations with the relevant authorities):
(1) In the first paragraph of Article 7 of the Articles of Association, the words “and revised at the first extraordinary general meeting of 2010 held on 26 October 2010,” be added after the words “...revised at the annual general meeting of 2008 held on 19 June 2009,” (note H)
(2) In the second paragraph of Article 19 of the Articles of Association, the words “...the Company’s total number of ordinary shares in issue is 833,045,683 shares...”

be replaced by the words “...the Company’s total number of ordinary shares in issue is 1,666,091,366 shares...”

– 18 –

NOTICE OF A SHAREHOLDERS’ CLASS MEETING

(3) The following paragraph be added to Article 20 of the Articles of Association as the fourth paragraph: “After the implementation of the 2010 bonus shares issue by way of the conversion of the capital reserve, a total of 1,666,091,366 ordinary shares of the Company are in issue, of which holders of A Shares are interested in 1,261,291,366 shares and holders of overseas listed foreign shares are interested in 404,800,000 shares.”
(4) Article 21 of the Articles of Association. “The share capital of the Company consists of 833,045,683 ordinary shares, of which holders of overseas listed foreign shares are interested in 202,400,000 shares, holders of A Shares are interested in 630,645,683 shares (including 325,600,000 shares held by the promoters).”
be replaced by: “The share capital of the Company consists of 1,666,091,366 ordinary shares, of which holders of overseas listed foreign shares are interested in 404,800,000 shares, holders of A Shares are interested in 1,261,291,366 shares.”
(5) In Article 24 of the Articles of Association, the words: “the Company’s registered capital is RMB833,045,683, comprising a total of 833,045,683 shares...”

be replaced by the words “the Company’s registered capital is RMB1,666,091,366; comprises of a total of 1,666,091,366 shares...”.” (note I)

By Order of the Board of Directors Weichai Power Co., Ltd. Cheung Tat Leung, Peter Company Secretary

Hong Kong, 9 September 2010

Notes:

(A) Holders of A Shares of the Company whose names appear on the register of A Shares of the Company at the end of 19 October 2010 are entitled to attend and vote at the A Shareholders’ Class Meeting.
(B) Holders of A Shares intending to attend the A Shareholders’ Class Meeting should complete and return the reply slip for attending the A Shareholders’ Class Meeting personally, by facsimile or by post to the Secretary to the Board of the Company on or before 24 October 2010.

– 19 –

NOTICE OF A SHAREHOLDERS’ CLASS MEETING

The contact details of the Secretary to the Board of the Company are as follows:

(C) Each holder of A Shares of the Company entitled to attend and vote at the A Shareholders’ Class Meeting may, by completing the form of proxy of the Company, appoint one or more proxies to attend and vote at the A Shareholders’ Class Meeting on its 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 A 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 authorization (if any) must be notarised. If a corporate Shareholder appoints a person other than its legal representative to attend the A Shareholders’ Class 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.
(E) To be valid, the form of proxy and the relevant notarised power of attorney (if any) and other relevant documents of authorization (if any) as mentioned in Note (D) above must be delivered to the Secretary to the Board of the Company, not less than 24 hours before the time appointed for the A Shareholders’ Class Meeting. The address of the Secretary to the Board of the Company is stated in Note (B) above.
(F) A Shareholder or his proxy should produce proof of identity when attending the A Shareholders’ Class 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 A Shareholders’ Class Meeting, such legal representative or other person shall produce his 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 authorization of that legal representative or other person.
(G) The A Shareholders’ Class Meeting is expected to last for not more than half a day. Shareholders who attend the A Shareholders’ Class Meeting shall bear their own travelling and accommodation expenses.
(H) The first paragraph of Article 7 of the Articles of Association as amended by the proposed amendments, shall read as follows:

(I) Since the Company is a PRC incorporated company and the official articles of association of the Company are in the Chinese language, the above 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 this notice. Accordingly, in the event of any inconsistency between the English Translation and the Official Amendments, the Official Amendments shall prevail.

– 20 –

NOTICE OF H SHAREHOLDERS’ CLASS MEETING

==> picture [59 x 69] intentionally omitted <==

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 HOLDERS OF H SHARES

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ H Shareholders’ Class Meeting ”) of the holders of H shares (“ H Shares ”) of Weichai Power Co., Ltd. (the “ Company ”) will be held at the Company’s conference room at 26 Minsheng East Street, Weifang, Shandong Province, the People’s Republic of China (the “ PRC ”) on 26 October 2010 at 11:00 a.m. (or, if later, as soon as practicable after the completion of the class meeting of the holders of the A Shares of the Company to be held at 11:00 a.m. at the same date) for the purpose of considering and, if thought fit, approving the matter set out below. Unless the context requires otherwise, terms defined in the circular to the shareholders of the Company (the “ Shareholders ”) dated 9 September 2010 of which this notice forms part (the “ Circular ”) shall have the same meanings when used herein.

AS A SPECIAL RESOLUTION:

To consider and, if thought fit, approve the following resolution as a special resolution:

“ THAT conditional upon: (i) the Listing Committee of The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) granting or agreeing to grant the listing of, and permission to deal in, the H Shares (as defined below) to be issued under the Bonus Shares Issue (as defined below); (ii) the approval by and/or filing at the relevant governmental or regulatory authorities of the People’s Republic of China (the “ PRC ”, which, for the purposes of this resolution, excludes the Hong Kong Special Administrative Region (“ Hong Kong ”) and the Macau Special Administrative Region) being obtained and/or completed (to the extent required under the relevant PRC laws, rules and regulations); and (iii) the approval of the Bonus Shares Issue by the extraordinary general meeting of the shareholders of the Company and class meeting of the holders of A Shares (as defined below), respectively:

(a) the bonus issue of shares of RMB1.00 each in the capital of the Company (“ New Share(s) ”) to the shareholders of the Company whose names appear on the register of holders of H Shares and on the register of holders of A Shares, respectively, on the record date (“ Record Date ”) to be determined by the board of directors of the Company (“ Board ”) on the basis of ten New Shares for every ten existing shares of the Company held on the Record Date by the conversion of the amount of up to RMB833,045,683 standing to the credit of the capital reserve of the Company

– 21 –

NOTICE OF H SHAREHOLDERS’ CLASS MEETING

and the application of the same in paying up in full at par the New Shares (“ Bonus Shares Issue ”) (and any fractional entitlement to the New Shares will not be issued), be and is hereby approved;

(b) the Directors be and they are hereby authorised to exclude holders of H Shares (if any) who are residents outside Hong Kong of the PRC, on account of prohibitions or requirements under overseas laws or regulations based on the legal enquiry on the same or for some other reasons which the Board considers to be expedient (as applicable), from being allotted and issued New Shares (such Shares are referred to as “ Excluded Shares ” hereafter); and
(c) the Directors be and they are hereby authorised to take any and all steps or sign any and all documents as they consider necessary desirable or expedient in connection with the Bonus Shares Issue and the transactions contemplated thereunder including the dealing with any Excluded Shares and any fractional entitlements to the New Shares and the proceeds from the sale thereof in respect of the H Shares which form part of the New Shares.

(d) “ THAT conditional upon the Bonus Shares Issue becoming unconditional, the following consequential amendments to the articles of association of the Company as a result of the Bonus Shares Issue be and are hereby approved, and any Director be and is hereby authorised to modify such amendments as appropriate (such amendments will not be required to be approved by the shareholders of the Company) and to do all such things as necessary in respect of the amendments to the articles of association of the Company pursuant to the results of the Bonus Shares Issue and the requirements (if any) of the relevant authorities of the People’s Republic of China (including but not limited to all applications, filings and registrations with the relevant authorities):
(1) In the first paragraph of Article 7 of the Articles of Association, the words “and revised at the first extraordinary general meeting of 2010 held on 26 October 2010,” be added after the words “...revised at the annual general meeting of 2008 held on 19 June 2009,” (note H)
(2) In the second paragraph of Article 19 of the Articles of Association, the words “...the Company’s total number of ordinary shares in issue is 833,045,683 shares...”

be replaced by the words “...the Company’s total number of ordinary shares in issue is 1,666,091,366 shares...”

– 22 –

NOTICE OF H SHAREHOLDERS’ CLASS MEETING

(3) The following paragraph be added to Article 20 of the Articles of Association as the fourth paragraph: “After the implementation of the 2010 bonus shares issue by way of the conversion of the capital reserve, a total of 1,666,091,366 ordinary shares of the Company are in issue, of which holders of A Shares are interested in 1,261,291,366 shares and holders of overseas listed foreign shares are interested in 404,800,000 shares.”
(4) Article 21 of the Articles of Association. “The share capital of the Company consists of 833,045,683 ordinary shares, of which holders of overseas listed foreign shares are interested in 202,400,000 shares, holders of A Shares are interested in 630,645,683 shares (including 325,600,000 shares held by the promoters).”

(5) In Article 24 of the Articles of Association, the words: “the Company’s registered capital is RMB833,045,683, comprising a total of 833,045,683 shares...”

be replaced by the words “the Company’s registered capital is RMB1,666,091,366; comprises of a total of 1,666,091,366 shares...”.” (note I)

By Order of the Board of Directors Weichai Power Co., Ltd. Cheung Tat Leung, Peter Company Secretary

Hong Kong, 9 September 2010

Notes:

(A) The Company will not process registration of transfers of H Shares of the Company from 27 September 2010 to 26 October 2010 (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 at the end of 24 September 2010 are entitled to attend and vote at the H Shareholders’ Class Meeting following completion of the registration procedures.

To qualify for attendance and voting at the H Shareholders’ Class 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 and Transfer Office, not later than 4:30 p.m. on 24 September 2010. The address of the Company’s H-Share Registrar and Transfer Office is as follows:

Computershare Hong Kong Investor Services Limited Shops 1712-16, 17th Floor, Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong

(B) Holders of H Shares intending to attend the H Shareholders’ Class Meeting should complete and return the reply slip for attending the H Shareholders’ Class Meeting personally, by facsimile or by post to the Secretary to the Board of the Company 20 days before the H Shareholders’ Class Meeting (i.e. on or before 6 October 2010).

– 23 –

NOTICE OF H SHAREHOLDERS’ CLASS MEETING

The contact details of the Secretary to the Board of the Company are as follows:

(C) Each holder of H Shares of the Company entitled to attend and vote at the H Shareholders’ Class Meeting may, by completing the form of proxy of the Company, appoint one or more proxies to attend and vote at the H Shareholders’ Class Meeting on its 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 authorization (if any) must be notarised. If a corporate Shareholder appoints a person other than its legal representative to attend the H Shareholders’ Class 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.
(E) To be valid, the form of proxy and the relevant notarised power of attorney (if any) and other relevant documents of authorization (if any) as mentioned in Note (D) above must be delivered to the Company’s H-Share Registrar and Transfer Office, 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 H Shareholders’ Class Meeting.
(F) A Shareholder or his proxy should produce proof of identity when attending the H Shareholders’ Class 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 H Shareholders’ Class Meeting, such legal representative or other person shall produce his 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 authorization of that legal representative or other person.
(G) The H Shareholders’ Class Meeting is expected to last for not more than half a day. Shareholders who attend the H Shareholders’ Class Meeting shall bear their own travelling and accommodation expenses.
(H) The first paragraph of Article 7 of the Articles of Association as amended by the proposed amendments, shall read as follows:

(I) Since the Company is a PRC incorporated company and the official articles of association of the Company are in the Chinese language, the above 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 this notice. Accordingly, in the event of any inconsistency between the English Translation and the Official Amendments, the Official Amendments shall prevail.

– 24 –

AI assistant

Weichai Power Co., Ltd. Proxy Solicitation & Information Statement 2010

50534_rns_2010-09-09_06a3d1c1-e9f2-4306-bd48-29012c81c742.pdf

濰柴動力股份有限公司 WEICHAI POWER CO., LTD.

PROPOSED BONUS SHARES ISSUE BY CONVERSION OF CAPITAL RESERVE OF THE COMPANY, PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING AND CLASS MEETINGS

DEFINITIONS

濰柴動力股份有限公司 WEICHAI POWER CO., LTD.

(Stock Code: 2338)

PROPOSED BONUS SHARES ISSUE BY CONVERSION OF CAPITAL RESERVE OF THE COMPANY, PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING AND CLASS MEETINGS

INTRODUCTION

PROPOSED BONUS SHARES ISSUE BY CONVERSION OF CAPITAL RESERVE OF THE COMPANY

Conditions of the Bonus Shares Issue

Basis of the Bonus Shares Issue

Status of the New Shares

Fractional entitlements

Effect on the shareholding after the Bonus Shares Issue.

Record Date for the Bonus Shares Issue

Overseas Shareholders

Share certificates

Application for listing

Reasons for the Bonus Shares Issue

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATIONS

Warning of risks of dealing in Shares

EGM AND CLASS MEETINGS

CLOSURE OF REGISTER OF HOLDERS OF H SHARES

RESPONSIBILITY STATEMENTS

STATEMENTS TO BE MADE ON ACQUISITION OF SHARES

RECOMMENDATIONS

濰柴動力股份有限公司 WEICHAI POWER CO., LTD.

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

SPECIAL RESOLUTIONS

NOTICE OF EGM

濰柴動力股份有限公司 WEICHAI POWER CO., LTD.

NOTICE OF EXTRAORDINARY GENERAL MEETING OF THE HOLDERS OF A SHARES

AS A SPECIAL RESOLUTION:

濰柴動力股份有限公司 WEICHAI POWER CO., LTD.

NOTICE OF EXTRAORDINARY GENERAL MEETING OF THE HOLDERS OF H SHARES

AS A SPECIAL RESOLUTION:

AI assistant

Weichai Power Co., Ltd. — Proxy Solicitation & Information Statement 2010

50534_rns_2010-09-09_06a3d1c1-e9f2-4306-bd48-29012c81c742.pdf

濰柴動力股份有限公司 WEICHAI POWER CO., LTD.

PROPOSED BONUS SHARES ISSUE BY CONVERSION OF CAPITAL RESERVE OF THE COMPANY, PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING AND CLASS MEETINGS

DEFINITIONS

濰柴動力股份有限公司 WEICHAI POWER CO., LTD.

(Stock Code: 2338)

PROPOSED BONUS SHARES ISSUE BY CONVERSION OF CAPITAL RESERVE OF THE COMPANY, PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING AND CLASS MEETINGS

INTRODUCTION

PROPOSED BONUS SHARES ISSUE BY CONVERSION OF CAPITAL RESERVE OF THE COMPANY

Conditions of the Bonus Shares Issue

Basis of the Bonus Shares Issue

Status of the New Shares

Fractional entitlements

Effect on the shareholding after the Bonus Shares Issue.

Record Date for the Bonus Shares Issue

Overseas Shareholders

Share certificates

Application for listing

Reasons for the Bonus Shares Issue

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATIONS

Warning of risks of dealing in Shares

EGM AND CLASS MEETINGS

CLOSURE OF REGISTER OF HOLDERS OF H SHARES

RESPONSIBILITY STATEMENTS

STATEMENTS TO BE MADE ON ACQUISITION OF SHARES

RECOMMENDATIONS

濰柴動力股份有限公司 WEICHAI POWER CO., LTD.

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

SPECIAL RESOLUTIONS

NOTICE OF EGM

濰柴動力股份有限公司 WEICHAI POWER CO., LTD.

NOTICE OF EXTRAORDINARY GENERAL MEETING OF THE HOLDERS OF A SHARES

AS A SPECIAL RESOLUTION:

濰柴動力股份有限公司 WEICHAI POWER CO., LTD.

NOTICE OF EXTRAORDINARY GENERAL MEETING OF THE HOLDERS OF H SHARES

AS A SPECIAL RESOLUTION:

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Weichai Power Co., Ltd. Proxy Solicitation & Information Statement 2010