Weichai Power Co., Ltd. — Proxy Solicitation & Information Statement 2022

May 25, 2022

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 197, Section A, Fu Shou East Street, High Technology Industrial Development Zone, Weifang, Shandong Province, the People’s Republic of China at 2:30 p.m. on 28 June 2022 (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.

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 2021.
2. To consider and approve the		Report of the Board of Directors
of the Company for the year		ended 31 December 2021.
3. To consider and approve the Report of the Supervisory
Committee of the Company for the year ended 31				December
2021.
4. To consider and receive the		audited financial	statements of
the Company and the Auditors’ Report for the			year		ended 31
December 2021.
5. To consider and approve the 財務決算報告(final					financial
report)of the Companyfor theyear ended 31 December 2021.
6. To consider and approve the 財務預算報告(financial budget
report)	of the Company for	the year ending	31	December
2022.
7. To consider and approve the profit distribution plan of the
Company for the year ended		31 December 2021.
8. To consider and approve the granting of a mandate to the
Board of Directors for the payment of interim dividend (if
any) to	the shareholders of the Company for the year ending
31 December 2022.
9. To consider and approve the amendments to the					Rules of
Procedure for Board Meetings as set out in the section headed
“VI. Proposed amendments		to the Rules of	Procedure for
Board Meetings” in the letter		from the Board contained in the
Circular.
10. To consider and approve the re-appointment of					Deloitte
Touche	Tohmatsu Certified Public Accountants		LLP (德勤華永
會計師事務所（特殊普通合夥）) as the auditors of the Company
for the	year ending 31 December 2022 at a remuneration of
approximately RMB8.8 million (inclusive of tax).
11. To consider and approve the		re-appointment of 和信會計師事
務所（特殊普通合夥）(Hexin Accountants LLP) as the internal
control	auditors of the Company for the year ending 31
December 2022 at a remuneration of approximately RMB1.2
million	(inclusive of tax).

• ORDINARY RESOLUTIONS FOR [(note][5)] AGAINST [(note][5)] ABSTAIN [(note][5)]

• 1. To consider and approve the New CNHTC Purchase Agreement dated 30 March 2022 in respect of the purchase of vehicles, vehicle parts and components and related products, engines, engine parts and components and related products, and relevant services by the Company (and its subsidiaries) from CNHTC (and its associates) and the relevant New Caps.
• 1. To consider and approve the New CNHTC Supply Agreement dated 30 March 2022 in respect of the sale of vehicles, vehicle parts and components and related products, engines, engine parts and components and related products, and relevant services by the Company (and its subsidiaries) to CNHTC (and its associates) and the relevant New Caps.
• 1. To consider and approve the New Financial Services Agreement dated 30 March 2022 in respect of the provision of financial services by Shandong Finance to the Company and the relevant New Caps.

Dated the Notes:	day of	2022 Signature(s) (note 7):

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. 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”. If you wish to abstain from voting in respect of any resolution, tick in the box marked “Abstain”, and your voting will be counted in the total number of votes cast in that resolution for the purpose of calculating the result of that resolution. Failure to tick any box will entitle your proxy to cast your vote at his/her discretion.

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. To be valid, this form of proxy and the relevant notarised power of attorney (if any) and other relevant documents of authorisation (if any) must be delivered with respect to holders of H Shares, 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). With respect to holders of A Share, 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.