Weichai Power Co., Ltd. — Proxy Solicitation & Information Statement 2024

Oct 30, 2024

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 Extraordinary General Meeting and any adjournment thereof

No. of Shares to which this Proxy relates [(note][1)] Type of Shares (H Shares/A Shares) to which this Proxy relates [(note][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 Extraordinary 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 2:50 p.m. on 22 November 2024 (and at any adjournment thereof) (the “ 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 EGM. I/We wish my/our proxy to vote as indicated below in respect of the resolutions to be proposed at the EGM as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS		FOR (note 5)	FOR (note 5)	AGAINST (note 5)	ABSTAIN (note 5)	ABSTAIN (note 5)
(1)	To consider and approve the New Weichai Heavy Machinery Supply
	Agreement dated 22 August 2024 referred to in the section headed “IV.
	Renewal of Existing Continuing Connected Transactions – 1.
	Continuing Connected Transactions between Weichai Heavy
	Machinery (and its subsidiaries) and the Group – (a) Sale of	diesel
	engines and related products and raw materials, and provision of
	labour and technical related services, etc. by the Company (and its
	subsidiaries) to Weichai Heavy Machinery (and its subsidiaries)” in the
	“Letter From the Board” contained in the Circular and the relevant
	New Caps (as defined in the Circular).
(2)	To consider and approve the New Weichai Heavy Machinery Purchase
	Agreement dated 22 August 2024 referred to in the section headed “IV.
	Renewal of Existing Continuing Connected Transactions – 1.
	Continuing Connected Transactions between Weichai Heavy
	Machinery (and its subsidiaries) and the Group – (b) Purchase of diesel
	engines and related products and raw materials, and receipt of	labour
	and technical related services, etc. by the Company (and its
	subsidiaries) from Weichai Heavy Machinery (and its subsidiaries)” in
	the “Letter From the Board” contained in the Circular and the relevant
	New Caps (as defined in the Circular).
(3)	To consider and approve the New Fast Transmission Sale Agreement
	dated 22 August 2024 referred to in the section headed “VI. PRC
	Continuing Connected Transactions – (a) Sale of parts and components
	of transmissions and related products and provision of labour services,
	etc. by the Company (and its subsidiaries) to Fast Transmission (and its
	associates)” in the “Letter From the Board” contained in the Circular
	and the relevant New Caps (as defined in the Circular).
(4)	To consider and approve the New Fast Transmission Purchase
	Agreement dated 22 August 2024 referred to in the section headed “VI.
	PRC Continuing Connected Transactions – (b) Purchase of parts and
	components of transmissions and related products and receipt of
	labour services, etc. by the Company (and its subsidiaries) from Fast
	Transmission (and its associates)” in the “Letter From the Board”
	contained in the Circular and the relevant New Caps (as defined in the
	Circular).

	ORDINARY RESOLUTIONS FOR (note 5)	ORDINARY RESOLUTIONS FOR (note 5)	ORDINARY RESOLUTIONS FOR (note 5)
	(5) To consider and approve the Supplemental Agreement to the Existing CNHTC Supply Agreement dated 22 August 2024 referred to in the section headed “III. Revision of annual caps of Existing Continuing Connected Transactions – 1. Continuing Connected Transactions between CNHTC (and its Associates) and the Group – Sale of vehicles, vehicle parts and components and related products, engines, engine parts and components and related products, and provision of relevant services by the Company (and its subsidiaries) to CNHTC (and its Associates)” in the “Letter from the Board” contained in the Circular and the relevant Revised Cap and New Caps (as defined in the Circular).
	(6) To consider and approve the New CNHTC Purchase Agreement dated 22 August 2024 referred to in the section headed “IV. Renewal of Existing Continuing Connected Transactions – 2. Continuing Connected Transactions between CNHTC (and its Associates) and the Group – Purchase of vehicles, vehicle parts and components and related products, engines, engine parts and components and related products, and receipt of relevant services, etc. by the Company (and its subsidiaries) from CNHTC (and its Associates)” in the “Letter From the Board” contained in the Circular and the relevant New Caps (as defined in the Circular).
	(7) To consider and approve the Supplemental Agreement to the Weichai Westport Purchase Agreement dated 22 August 2024 referred to in the section headed “III. Revision of annual caps of Existing Continuing Connected Transactions – 2. Continuing Connected Transactions between Weichai Combustion and the Group – Purchase of gas engines, gas engine parts and related products and receipt of labour and related services by the Company (and its subsidiaries) from Weichai Combustion” in the “Letter from the Board” contained in the Circular and the relevant Revised Caps (as defined in the Circular).
	Dated the Notes:	day of	2024 Signature(s) (note 6):

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 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 EGM may 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 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 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.

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 EGM published on the website of The Shenzhen Stock Exchange in respect of the eligibility of attendance, registration procedure, proxy and other relevant matters.