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

May 22, 2025

WEICHAI

維修

雖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 relates1
Type of Shares (H Shares/A Shares) to which this Proxy relates1

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 2:50 p.m. on 13 June 2025 (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 2)	AGAINST (note 1)	ABSTAIN (note 3)
1.	To consider and approve the Annual Report of the Company for the year ended 31 December 2024.
2.	To consider and approve the Report of the Board of Directors of the Company for the year ended 31 December 2024.
3.	To consider and approve the Report of the Supervisory Committee of the Company for the year ended 31 December 2024.
4.	To consider and receive the audited financial statements of the Company and the Auditors' Report for the year ended 31 December 2024.
5.	To consider and approve the 財務決算報告 (final financial report) of the Company for the year ended 31 December 2024.
6.	To consider and approve the 財務保算報告 (financial budget report) of the Company for the year ending 31 December 2025.
7.	To consider and approve the profit distribution plan of the Company for the year ended 31 December 2024.
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 2025.
9.	To consider and approve the re-appointment of KPMG Huazhen LLP (華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 2025.
10.	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 2025.
11.	To consider and approve the New Financial Services Agreement dated 27 March 2025 in respect of the provision of financial services by Shandong Finance to the Company and the relevant new caps.
SPECIAL RESOLUTIONS		FOR (note 2)	AGAINST (note 1)	ABSTAIN (note 3)
12.	To consider and approve the temporary termination of the possible spin-off and separate listing of the shares of Weichai Torch Technology Co., Ltd. (潭榮夫形料技股份有限公司) as disclosed in the announcement of the Company dated 17 March 2025.
13.	To consider and approve the proposed dissolution of the Supervisory Committee and the proposed amendments to the Articles of Association of the Company as set out under Appendix I to the circular dated 23 May 2025.
14.	To consider and approve the proposed amendments to the rules of procedure for general meetings of the Company as set out under Appendix II to the circular dated 23 May 2025.
15.	To consider and approve the proposed amendments to the rules of procedure for board meetings of the Company as set out under Appendix III to the circular dated 23 May 2025.

Dated the __ day of __ 2025

Signature(s) (note 7):

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.
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/shop 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: I7M 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.