Wuling Motors Holdings Ltd — Proxy Solicitation & Information Statement 2026

Apr 28, 2026

五菱汽車集團控股有限公司
WULING MOTORS HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability) (股份代號 Stock Code : 305)

Form of Proxy

Annual General Meeting to be held on 11 June 2026 (the “Meeting”)

Number of Shares to which this From of Proxy relates: (Note 1)

I/We (Note 2) ________ (name of shareholder)
of ________ (address of shareholder)
being the registered holder(s) of the ordinary shares of HK$0.004 each (“Shares”) in the share capital of the abovenamed company (the “Company”),
HEREBY APPOINT (Note 3) ________ (name)
of ________ (address),
or the chairman of the Meeting as my/our proxy to attend, vote and act for me/us at the Meeting (and at any adjournment thereof) of the Company to be held
at Harbour Room I, Mezzanine Floor, Kowloon Shangri-La Hong Kong, 64 Mody Road, Kowloon, Hong Kong on Thursday, 11 June 2026 at 10:00 a.m. for
the purpose of considering and, if thought fit, passing the resolutions as set out in the notice of Meeting (the “Notice”) and at such Meeting (and at any
adjournment thereof) to vote on my/our behalf in respect of the resolutions as indicated below:

The capitalised terms used herein shall have the same meanings as those set out in the Notice.

ORDINARY RESOLUTIONS			FOR (Note 4)	AGAINST (Note 4)	ABSTAIN (Note 4)
1.	To receive and adopt the audited financial statements and the reports of the directors and of the independent auditors of the Company for the year ended 31 December 2025.
2.	To declare a final dividend of 0.6 HK cent per Share.
3.	(a)	To re-elect retiring Director Mr. Li Zheng as non-executive Director.
	(b)	To re-elect retiring Director Mr. Xu Jinli as independent non-executive Director.
	(c)	To re-elect retiring Director Mr. Liu Jieming as independent non-executive Director.
	(d)	To fix the maximum number of Directors.
	(e)	To authorize the board of Directors (the “Board”) to fix their remuneration.
4.	To re-appoint KPMG as the independent auditor of the Company and to authorize the Board to fix their remuneration.
5.	To grant a general mandate to the Directors to repurchase Shares up to a maximum of 10% of the total number of issued Shares (excluding any treasury shares) as at the date of passing of this resolution*.
6.	To grant a general mandate to the Directors to issue, allot and deal with additional Shares (including any sale or transfer of treasury shares) up to a maximum of 20% of the total number of issued Shares (excluding any treasury shares) as at the date of passing of this resolution*.
7.	To extend the general mandate granted to the Directors to issue, allot and deal with additional Shares (including any sale or transfer of treasury shares) by the number of Shares repurchased by the Company*.

• The full text of the above resolutions are set out in the Notice dated 29 April 2026.

Dated this __ day of __ 2026

Signed (Note 5) _______

Notes:

1. Please insert the number of the Shares. If no number is inserted or the number inserted exceeds the total number of the Shares registered in your name(s), this form of proxy will be deemed to relate to all the Shares in the capital of the Company registered in your name(s).
2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
3. Any member entitled to attend and vote at the Meeting is entitled to appoint one or more proxy to attend and vote, on a poll, in his stead. A proxy need not be a member of the Company. If no name is inserted, the chairman of the Meeting will act as your proxy. If any proxy other than the chairman of the Meeting is appointed, please delete the words "or the chairman of the Meeting" and insert the name and address of the person appointed as proxy in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, PLEASE TICK (“√”) THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, PLEASE TICK (“√”) THE APPROPRIATE BOXES MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON THE RESOLUTIONS, PLEASE TICK (“√”) THE APPROPRIATE BOXES MARKED “ABSTAIN”. Failure to complete any of the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the Notice convening the Meeting.
5. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney duly authorized.
6. In the case of joint registered holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint registered holder(s) and for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company.
7. To be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at Tricor Investor Services Limited, the Company's Hong Kong branch share registrar, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 48 hours before the time appointed for holding the Meeting or any adjourned meeting (as the case may be).
8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.
9. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the Meeting if you so wish and in such event, this form of proxy shall be deemed to be revoked.

"PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the "Purposes"). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Investor Services Limited at the above address.