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

Apr 18, 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 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

	of	of	of	of	of	of	of	of	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 2:50 p.m. on 10 May 2024 (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
		2023.
	2.	To consider and approve the	Report of the Board of Directors of the Company for the year
		ended 31 December 2023.
	3.	To consider and approve the	Report of the Supervisory Committee of the Company				for the
		year ended 31 December 2023.
	4.	To consider and receive the audited financial statements of the Company				and the Auditors’
		Report for the year ended 31 December 2023.
	5.	To consider and approve the財務決算報告(final financial report) of the Company for the year
		ended 31 December 2023.
	6.	To consider and approve the	財務預算報告(financial budget		report) of the Company		for the
		year ending 31 December 2024.
	7.	To consider and approve the re-appointment of KPMG Huazhen LLP (畢馬威華振會計師事務所 （特殊普通合夥）) as the auditors of the Company for the year ending 31 December 2024.
	8.	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 2024.
	9.	To consider and approve the	profit distribution plan of the Company for			the year ended 31
		December 2023.
	10.	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 2024.
		SPECIAL RESOLUTIONS					FOR (note 5)	AGAINST (note 5)	ABSTAIN (note 5)
	11.	To consider and approve the amendments to the Articles of Association of the Company as set
		out in the circular dated 19 April 2024.
	12.	To consider and approve the amendments to the Rules of Procedure for General Meetings of
		the Company as set out in the circular dated 19 April 2024.
	13.	To consider and approve the amendments to the Rules of Procedure for Board Meetings of the
		Company as set out in the circular		dated 19 April 2024.
	14.	To consider and approve the amendments to the Rules of			Procedure for the Supervisory
		Committee Meetings of the Company as set out in the circular dated 19 April 2024.
							FOR (note 6)	FOR (note 6)	FOR (note 6)
							(By way of	(By way of	(By way of
		ORDINARY RESOLUTIONS					cumulative voting)	cumulative voting)	cumulative voting)
							(Please insert the	(Please insert the	(Please insert the
							number of votes)	number of votes)	number of votes)
	15.	(a) To consider and approve the re-election of Mr.			Tan Xuguang as an executive
		Director of the Company for a term of three years from the date of the 2023 Annual
		General Meeting to the conclusion of the annual general meeting of the Company
		for the year ending 31 December 2026 (both days inclusive).
		(b) To consider and approve the re-election of Mr. Zhang Quan as an executive
		Director of the Company for a term of three years from the date of the 2023 Annual
		General Meeting to the conclusion of the annual general meeting of the Company
		for the year ending 31 December 2026 (both days inclusive).
		(c) To consider and approve the re-election of Mr.			Ma Changhai as an executive
		Director of the Company for a term of three years from the date of the 2023 Annual
		General Meeting to the conclusion of the annual general meeting of the Company
		for the year ending 31 December 2026 (both days inclusive).
		(d) To consider and approve the re-election of Mr. Wang Decheng as an executive
		Director of the Company for a term of three years from the date of the 2023 Annual
		General Meeting to the conclusion of the annual general meeting of the Company
		for the year ending 31 December 2026 (both days inclusive).
		(e) To consider and approve the re-election of Mr. Sun Shaojun as an executive
		Director of the Company for a term of three years from the date of the 2023 Annual
		General Meeting to the conclusion of the annual general meeting of the Company
		for the year ending 31 December 2026 (both days inclusive).
		(f) To consider and approve the re-election of Mr. Yuan Hongming as an executive
		Director of the Company for a term of three years from the date of the 2023 Annual
		General Meeting to the conclusion of the annual general meeting of the Company
		for the year ending 31 December 2026 (both days inclusive).

		(g) To consider and approve the re-election of Mr. Ma Xuyao as an executive Director of the Company for a term of three years from the date of the 2023 Annual General Meeting to the conclusion of the annual general meeting of the Company for the year ending 31 December 2026 (both days inclusive).
		(h) To consider and approve the re-election of Mr. Zhang Liangfu as a non-executive Director of the Company for a term of three years from the date of the 2023 Annual General Meeting to the conclusion of the annual general meeting of the Company for the year ending 31 December 2026 (both days inclusive).
		(i) To consider and approve the re-election of Mr. Richard Robinson Smith as a non-executive Director of the Company for a term of three years from the date of the 2023 Annual General Meeting to the conclusion of the annual general meeting of the Company for the year ending 31 December 2026 (both days inclusive).
		(j) To consider and approve the re-election of Mr. Michael Martin Macht as a non-executive Director of the Company for a term of three years from the date of the 2023 Annual General Meeting to the conclusion of the annual general meeting of the Company for the year ending 31 December 2026 (both days inclusive).
	16.	(a) To consider and approve the re-election of Ms. Jiang Yan as an independent non-executive Director of the Company for a term from the date of the 2023 Annual General Meeting to 28 June 2026.
		(b) To consider and approve the re-election of Mr. Chi Deqiang as an independent non-executive Director of the Company for a term of three years from the date of the 2023 Annual General Meeting to the conclusion of the annual general meeting of the Company for the year ending 31 December 2026 (both days inclusive).
		(c) To consider and approve the re-election of Mr. Zhao Fuquan as an independent non-executive Director of the Company for a term of three years from the date of the 2023 Annual General Meeting to the conclusion of the annual general meeting of the Company for the year ending 31 December 2026 (both days inclusive).
		(d) To consider and approve the re-election of Mr. Xu Bing as an independent non-executive Director of the Company for a term of three years from the date of the 2023 Annual General Meeting to the conclusion of the annual general meeting of the Company for the year ending 31 December 2026 (both days inclusive).
		(e) To consider and approve the election of Mr. Tao Huaan as an independent non-executive Director of the Company for a term of three years from the date of the 2023 Annual General Meeting to the conclusion of the annual general meeting of the Company for the year ending 31 December 2026 (both days inclusive).
	17.	(a) To consider and the Company fo Meeting to the year ending 31	approve the re-election of Mr. Wang Yanlei and as a Supervisor of r a term of three years from the date of the 2023 Annual General conclusion of the annual general meeting of the Company for the December 2026 (both days inclusive).
		(b) To consider and Company for a Meeting to the year ending 31	approve the re-election of Mr. Wang Xuewen as a Supervisor of the term of three years from the date of the 2023 Annual General conclusion of the annual general meeting of the Company for the December 2026 (both days inclusive).
	Dated th Notes: 1. Pl be 2. Pl	e day of ease indicate clearly the number o deemed to be appointed in respe ease insert full name(s) and addr	2024 Signature(s) (note 7): f H Shares and/or A Shares in the Company registered in your name(s) in respect of which the proxy ct of all the H Shares and/or A Shares in the Company registered in your name(s). ess(es) in BLOCK CAPITALS.

1. Please delete as appropriate.

2. 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.

3. 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.

4. Please note that, according to Article 121 of the Articles of Association of the Company, the method of cumulative voting will be adopted for the election of members of the Board (excluding independent non-executive Directors), the independent non-executive Directors and the Supervisors (as the case may be). Under this method, when two or more directors or supervisors are being nominated for election, for any share held by the shareholders, they will have the same number of votes which equals to the total number of directors or supervisors to be elected. Shareholders may cast all their votes on a particular candidate or on multiple candidates. In this election, Supervisors, independent non-executive Directors and other members of the Board will be elected separately. To ensure that your voting right is adequately exercised, the explanation below is as an example to briefly explain matters that you should be aware of when completing the vote under the “cumulative voting system”. Please refer to the following explanation on resolutions numbered 15, 16 and 17 and fill in your intended votes: (i) For every share held by you, you will have the same number of voting rights which equals to the number of directors or supervisors to be elected. For instance, if you are holding 1 million shares and 3 candidates will be elected at the general meeting, the aggregate number of votes which you will have will be 3 million (i.e. 1 million shares x 3 = 3 million voting shares).

(ii) Please fill in the sections entitled “For” and/or “Against” and/or “Abstain” with the number of votes you intend to cast on each candidate. Please note that you may cast your votes on every candidate provided that the total number of votes which you cast do not exceed the number of votes to which you are entitled; cast all your votes which represent the total number of shares held by you multiplied by the total number of directors to be elected on one candidate; or cast your votes which represent the total number of shares held by you multiplied by the total number of directors or supervisors to be elected on certain candidates. For example, if you are holding 1 million shares, the number of your votes regarding the resolution numbered 15 is 10 million. You may choose to cast the 10 million votes equally amongst the 10 candidates (For or Against or Abstain), or to cast all your votes on a single candidate (For or Against or Abstain).

(iii) When the total votes, represented by the shares held by you multiplied by the number of directors to be elected, are used up after voting for some of the candidates, you will have no votes remaining to be cast on other candidates. i.e., the total number of all of your “For”, “Against”, and “Abstain” votes cast shall not exceed the aggregate number of votes to which you are entitled in respect of the relevant resolution.

(iv) Please note that when the total votes cast by you on some candidates exceeds the total votes to which you are entitled, all the votes cast will become invalid and be regarded as abstain votes; when the total votes cast by you for some candidates are less than the total votes to which you are entitled, the votes are valid and the remaining votes will be regarded as abstain votes. For example, if you are holding 1 million shares, the number of your votes regarding the resolution number 15 is 10 million: (a) if you fill in the “For” or “Against” or “Abstain” of “cumulative voting” under a particular candidate with “10 million shares”, you have used up all the votes to which you are entitled, which results in you having no votes for the remaining candidates. Should you fill in the blanks in respect of any other candidates under the resolution number 15 with any number of shares (other than 0), all your votes on resolution number 15 will be invalid; or (b) if you fill in the “For” or “Against” or “Abstain” of “cumulative voting” under a candidate with “1 million shares” only, the 1 million of votes cast by you are valid and the remaining 9 million votes will be regarded as abstain votes.

(v) Where the “For” votes cast for a particular candidate are more than half of the total number of shares held by all shareholders attending (before cumulation) and where the “For” votes exceed the “Against” votes, the candidate in question will be considered to have won the votes. If the number of candidates who have won the votes exceed the number of directors or supervisors (as the case maybe) to be elected, the candidates who obtained more “For” votes should be elected (if some nominees who obtain relatively less “For” votes obtain the same number of “For” votes and election of them will result in the directors or supervisors (as the case maybe) to be elected exceeding the number of directors or supervisors (as the case maybe) to be elected, such nominees will not be regarded as having won the votes). Where the elected directors or supervisors (as the case maybe) at the shareholders general meeting are less than directors or supervisors (as the case maybe) to be elected, new rounds of voting are required to be held for election of the remaining directors or supervisors (as the case maybe) until the number of directors or supervisors (as the case maybe) to be elected are fulfilled.

(vi) When a new round of director or supervisor (as the case maybe) election is held pursuant to the (v) above, the calculation of cumulation of votes should be based on the number of directors or supervisors (as the case maybe) to be elected during the round of election in question.

1. 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.

2. 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), not less than 24 hours before the time appointed for the AGM. 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.