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

Apr 28, 2010

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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 of the Company to be held at the Company’s conference room at 26 Minsheng East Street, Weifang, Shandong Province, the People’s Republic of China (the ‘‘PRC’’) at 10:00 a.m. on 15 June 2010 (and at any adjournment thereof) (the ‘‘AGM’’) 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 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	FOR(note 5)	AGAINST(note 5)	ABSTAIN(note 5)
1.		To consider and approve the Annual Report of the Company for the year ended 31 December
		2009.
2.		To consider and approve the Report of the Board of Directors of the Company for the year
		ended 31 December 2009.
3.		To consider and approve the Report of the Supervisory Committee of the Company for the
		year ended 31 December 2009.
4.		To consider and receive the audited financial statements of the Company and the Auditors’
		Report for the year ended 31 December 2009.
5.		To consider and approve the 財務決算報告(final financial report) of the Company for the
		year ended 31 December 2009.
6.		To consider and approve the distribution of profit to the shareholders of the Company for the
		year ended 31 December 2009.
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. Ernst & Young 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 31
		December 2010.
10.		To consider and approve the connected transaction between the Company and 北汽福田汽車
		股份有限公司(Beiqi Futian Motor Company Limited).
11.		To consider and approve the connected transaction between the Company and 山推工程機械
		股份有限公司(Shantui Engineering Machinery Co. Ltd.).
12.		To consider and approve the 股權激勵約束制度(Share Award Restriction Rules) of the
		Company.
		SPECIAL RESOLUTION	FOR(note 5)	AGAINST(note 5)	ABSTAIN(note 5)
13.		To consider and approve the granting of a general mandate to the Board of Directors to
		issue, amongst other things, new shares.
Dated	the	day of 2010	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.

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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. Tothe beCompanyvalid, this’s H-Shareform ofRegistrarproxy andandtheTransferrelevantOffice,notarisedComputersharepower of attorneyHong Kong(if any)Investorand otherServicesrelevantLimiteddocuments(address:of authorisation17M Floor, Hopewell(if any) mustCentre,be delivered183 Queenwith’s RoadrespectEast,to holdersWanchai,ofHongH Shares,Kong).to With respect to holders of A Shares, please refer to the notice of the AGM published on the website of The Shenzhen Stock Exchange in respect of the eligibility of attendance, registration procedure, proxy and other relevant matters.