Weichai Power Co., Ltd. — Proxy Solicitation & Information Statement 2025

Oct 15, 2025

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

WEICHAI

維柴

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 of Weichai Power Co., Ltd. (the "Company") will 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 PRC on 31 October 2025 at 2:50 p.m. for the purposes of considering and, if thought fit, approving the matters set out below. Unless the context otherwise requires, terms defined in the circular to the shareholders of the Company dated 16 October 2025, of which this notice forms part (the "Circular"), and in the supplemental circular dated 16 October 2025 (the "Supplemental Circular") shall have the same meaning when used herein.

AS ORDINARY RESOLUTIONS

1. To consider and approve the proposed amendments to the Decision Making Rules on Connected Transactions as set out under Appendix I to the Circular. (Note I)
2. To consider and approve the proposed amendments to the Management Measures on the Use of Proceeds as set out under Appendix II to the Circular. (Note I)
3. To consider and approve the proposed amendments to the Decision Making Rules on Investments and Operations as set out under Appendix III to the Circular. (Note I)

4. "THAT the New Weichai Holdings Sale Agreement dated 29 August 2025 referred to in the section headed "III. Revision of annual caps and extension of existing Continuing Connected Transactions — (a) Sale of diesel engines, diesel engine parts and components, raw materials, semi-finished products, hydraulic products, excavators and other products and provision of services by the Company (and its subsidiaries) to Weichai Holdings (and its Associates)" in the "Letter from the Board" contained in the Supplemental Circular and the relevant New Caps (as defined in the Supplemental Circular) be and are hereby approved." (Note J)

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1. “THAT the New Weichai Holdings Purchase Agreement dated 29 August 2025 referred to in the section headed “III. Revision of annual caps and extension of existing Continuing Connected Transactions — (b) Purchase of vehicles, loaders, harvesters, diesel engines and parts and components, raw materials and other products and receiving of services by the Company (and its subsidiaries) from Weichai Holdings (and its Associates)” in the “Letter from the Board” contained in the Supplemental Circular and the relevant New Caps (as defined in the Supplemental Circular) be and are hereby approved.” (Note J)

2. “THAT the New Shaanxi Automotive Sale Agreement dated 29 August 2025 referred to in the section headed “VII. PRC Continuing Connected Transactions — PRC New Framework Agreements — (a) Sale of vehicles, parts and components of vehicles, raw materials and other products and provision of services by the Company (and its subsidiaries) to Shaanxi Automotive (and its associates)” in the “Letter from the Board” contained in the Supplemental Circular and the relevant new caps be and are hereby approved.”

3. “THAT the New Shaanxi Automotive Purchase Agreement dated 29 August 2025 referred to in the section headed “VII. PRC Continuing Connected Transactions — PRC New Framework Agreements — (b) Purchase of parts and components of vehicles, scrap steel and other products and receiving of services by the Company (and its subsidiaries) from Shaanxi Automotive (and its associates)” in the “Letter from the Board” contained in the Supplemental Circular and the relevant new caps be and are hereby approved.”

4. “THAT the New Weichai Freshen Air Supply Agreement dated 29 August 2025 referred to in the section headed “IV. Renewal of existing Continuing Connected Transactions — (a) Sale of vehicle parts and components, engines, engine parts and components and other products and provision of services by the Company (and its subsidiaries) to Weichai Freshen Air (and its subsidiaries)” in the “Letter from the Board” contained in the Supplemental Circular and the relevant New Caps (as defined in the Supplemental Circular) be and are hereby approved.” (Note J)

5. “THAT the New Weichai Freshen Air Purchase Agreement dated 29 August 2025 referred to in the section headed “IV. Renewal of existing Continuing Connected Transactions — (b) Purchase of vehicle parts and components, engine parts and components and other products and receiving of services by the Company (and its subsidiaries) from Weichai Freshen Air (and its subsidiaries)” in the “Letter from the Board” contained in the Supplemental Circular and the relevant New Caps (as defined in the Supplemental Circular) be and are hereby approved.” (Note J)

6. “THAT the Weichai New Energy Supply Agreement dated 29 August 2025 referred to in the section headed “V. New Continuing Connected Transactions — (a) Sale of raw materials of fuel cells and other products and provision of services by the Company (and its subsidiaries) to Weichai New Energy (and its subsidiaries)” in the “Letter from the Board” contained in the Supplemental Circular and the relevant New Caps (as defined in the Supplemental Circular) be and are hereby approved.” (Note J)

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1. “THAT the Weichai New Energy Purchase Agreement dated 29 August 2025 referred to in the section headed “V. New Continuing Connected Transactions — (b) Purchase of fuel cells and motors and other products and receiving of services by the Company (and its subsidiaries) from Weichai New Energy (and its subsidiaries)” in the “Letter from the Board” contained in the Supplemental Circular and the relevant New Caps (as defined in the Supplemental Circular) be and are hereby approved.” (Note J)

By Order of the Board of Directors
Weichai Power Co., Ltd.
Ma Changhai
Chairman

Hong Kong, 16 October 2025

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 October 2025 to 31 October 2025 (both days inclusive). Holders of H Shares whose names appear on the register of H Shares kept at Computershare Hong Kong Investor Services Limited on 31 October 2025 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, not later than 4:30 p.m. on 24 October 2025. The address of the Company’s H-Share Registrar is as follows:

Computershare Hong Kong Investor Services Limited
Shops 1712–1716, 17th Floor, Hopewell Centre
183 Queen’s Road East
Wanchai
Hong Kong

(B) 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/her 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.

(C) 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 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.

(D) 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 (C) above must be delivered 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 EGM.

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(E) For holder of A shares (being ordinary shares) in the share capital of the Company with a Renminbi denominated par value of RMB1.00 each, which are traded in Renminbi and listed on the Shenzhen Stock Exchange (“A Shares”), 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.

(F) A Shareholder or his/her 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/her 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.

(G) 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.

(H) 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.

(I) Since the Company is a PRC incorporated company and the official Decision Making Rules on Connected Transactions, Management Measures on the Use of Proceeds, and Decision Making Rules on Investments and Operations are in the Chinese language, full texts of the amended versions contained in the English version of the Circular are an unofficial English language translation (the “English Translation”) of the official versions in the Chinese language (the “Official Versions”), which are set out in the Chinese language version of the Circular. Accordingly, in the event of any inconsistency between the English Translation and the Official Versions, the Official Versions shall prevail.

(J) Weichai Holdings and its associates will abstain from voting at the EGM in respect of this resolution.

As at the date of this notice, the executive Directors of the Company are Mr. Ma Changhai, Mr. Wang Decheng, Mr. Huang Weibiao, Mr. Sun Shaojun, Mr. Yuan Hongming and Mr. Ma Xuyao; the non-executive Directors of the Company are Mr. Zhang Liangfu, Mr. Richard Robinson Smith and Mr. Michael Martin Macht; and the independent non-executive Directors of the Company are Ms. Jiang Yan, Mr. Chi Deqiang, Mr. Zhao Fuquan, Mr. Xu Bing and Mr. Tao Huaan.

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