Qingling Motors : PROPOSED RE-ELECTION OF DIRECTORS AND SUPERVISORS AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all or transferred all your shares in Qingling Motors Co. Ltd, you should at once hand this circular and the accompanying proxy form and reply slip to the purchaser or to the transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

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

(a Sino-foreign joint venture joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 1122)

PROPOSED RE-ELECTION OF DIRECTORS AND SUPERVISORS

AND

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of Qingling Motors Co. Ltd (the "Company") will be held at New Conference Hall of the Company, 1st Floor, 1 Xiexing Cun, Zhongliangshan, Jiulongpo District, Chongqing, the People's Republic of China (the "PRC") on Wednesday, 2 June 2021 at 10:00 a.m. for the purpose of the related matters set out in the notice of the AGM.

Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed reply slip and proxy form in accordance with the instructions printed thereon. The reply slip should be returned to the legal address of the Company at 1 Xiexing Cun, Zhongliangshan, Jiulongpo District, Chongqing, the PRC, by post, by cable or by fax (at fax no. (86) 23-68830397) on or before Thursday, 13 May 2021. The proxy form should be returned to the legal address of the Company at 1 Xiexing Cun, Zhongliangshan, Jiulongpo District, Chongqing, the PRC (in the case of proxy form of holder(s) of Domestic Shares) or the Company's H Share Registrars, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (in the case of proxy form of holder(s) of H Shares) in any event not less than 24 hours before the time of the AGM (i.e. not later than 1 June 2021 at 10:00 a.m. (Hong Kong time)). Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

This circular and the accompanying proxy form of holder(s) of H Shares for use at the annual general meeting have been published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.qingling.com.cn).

13 April 2021

	CONTENTS
		Page
Definitions .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
2.	Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
3.	Proposed Re-election of Supervisors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
4.	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
5.	Voting by Way of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

- i -

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context otherwise requires:

"AGM"	the annual general meeting of the Company to be convened on
	Wednesday, 2 June 2021 at 10:00 a.m.
"Articles of Association"	the articles of association of the Company as may be amended
	from time to time
"Board"	the board of directors of the Company
"Company"	Qingling Motors Co. Ltd, a Sino-foreign joint venture joint stock
	limited company incorporated in the PRC, the issued H Shares of
	which are listed on the Stock Exchange
"Director(s)"	the director(s) of the Company
"Domestic Share(s)"	domestic share(s) of nominal value of RMB1.00 each in the
	ordinary share capital of the Company
"Group"	the Company and its subsidiaries from time to time
"H Share(s)"	overseas listed foreign shares in the ordinary share capital of the
	Company, with a nominal value of RMB1 each, which are listed
	on the Stock Exchange
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Isuzu"	Isuzu Motors Limited, a company incorporated in Japan and listed
	on the Tokyo Stock Exchange and a substantial Shareholder
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Notice of AGM"	the notice convening the AGM set out on pages 12 to 14 in this
	circular
"PRC"	the People's Republic of China

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	DEFINITIONS
"Qingling Group"	Qingling Motors (Group) Company Limited, a state-owned
	limited liability company established in the PRC and a controlling
	shareholder of the Company
"RMB"	Renminbi, the lawful currency of the PRC
"Share(s)"	collectively, Domestic Shares and H Shares and (where applicable)
	any other foreign shares of the Company
"Shareholder(s)"	shareholders of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Supervisor(s)"	the member(s) of Supervisory Committee
"Supervisory Committee"	the supervisory committee of the Company

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LETTER FROM THE BOARD

(a Sino-foreign joint venture joint stock limited company incorporated in the People's Republic of China with limited liability)

	(Stock Code: 1122)
Executive Directors:	Legal Address:
Mr. LUO Yuguang (Chairman)	1 Xiexing Cun
Mr. HAYASHI Shuichi	Zhongliangshan
(Vice Chairman and General Manager)	Jiulongpo District
Mr. MAEGAKI Keiichiro	Chongqing
Mr. ADACHI Katsumi	PRC
Mr. LI Juxing
Mr. XU Song	Principal Place of Business in Hong Kong:
Mr. LI Xiaodong	Office 1601, 16/F
	LHT Tower
Independent Non-executive Directors:	31 Queen's Road Central
Mr. LONG Tao	Central
Mr. SONG Xiaojiang	Hong Kong
Mr. LIU Tianni
Mr. LIU Erh Fei
	13 April 2021
To the Shareholders
Dear Sir or Madam,

PROPOSED RE-ELECTION OF DIRECTORS AND SUPERVISORS

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with details of matters pertaining to the proposed re- election of Directors and Supervisors and to seek your approval of the ordinary resolutions relating to these matters at the AGM.

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LETTER FROM THE BOARD

2. PROPOSED RE-ELECTION OF DIRECTORS

The Board currently comprises eleven Directors including seven executive Directors, namely Mr. LUO Yuguang, Mr. HAYASHI Shuichi, Mr. MAEGAKI Keiichiro, Mr. ADACHI Katsumi, Mr. LI Juxing, Mr. XU Song and Mr. LI Xiaodong; and four independent non-executive Directors, namely, Mr. LONG Tao, Mr. SONG Xiaojiang, Mr. LIU Tianni and Mr. LIU Erh Fei.

In accordance with the Articles of Association, the current term of office of each of the Directors will expire on the date of the AGM and each Director will be eligible for re-election.

The Board has nominated Mr. LUO Yuguang, Mr. HAYASHI Shuichi, Mr. MAEGAKI Keiichiro, Mr. ADACHI Katsumi, Mr. LI Juxing, Mr. XU Song, Mr. LI Xiaodong, Mr. LONG Tao, Mr. SONG Xiaojiang, Mr. LIU Tianni and Mr. LIU Erh Fei, all being retiring Directors, as candidates of Directors (collectively referred to as the "Candidates of Directors") for a term commencing from the date of the AGM and ending on the date of the annual general meeting of the Company for the year of 2024 (the "Next Term").

In compliance with the requirements of code provisions A.4.3 and E.1.1 of the Corporate Governance Code and Corporate Governance Report set out in Appendix 14 of the Listing Rules, a separate resolution will be proposed at the AGM for the re-election of each individual Director whether such Director is an executive Director or an independent non-executive Director.

Mr. LONG Tao, Mr. SONG Xiaojiang and Mr. LIU Tianni have served as independent non- executive Directors for more than 9 years and their re-election will be subject to a separate resolution to be approved by the Shareholders. As independent non-executive Directors with in- depth understanding of the Company's operations and business, Mr. LONG Tao, Mr. SONG Xiaojiang and Mr. LIU Tianni have expressed objective views and given independent guidance to the Company over the years, and they continue to demonstrate a firm commitment to their role. The Board considers that the long service of them would not affect their exercise of independent judgement and is satisfied that they have the required character, integrity and experience to continue to fulfil the role of an independent non-executive Director. As such, the Board considers that Mr. LONG Tao, Mr. SONG Xiaojiang and Mr. LIU Tianni are still independent and believes that the re- election of them as independent non-executive Directors is in the best interest of the Company and Shareholders as a whole.

At the AGM, resolutions will be proposed to elect the Directors for the Next Term, to authorize the Board to determine the remuneration of the Directors, to authorize the Board to enter into service contract or appointment letter with each of the newly elected executive Directors and independent non-executive Directors respectively.

Biographical details of the Candidates of Directors are set out in the Appendix to this circular.

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LETTER FROM THE BOARD

1. PROPOSED RE-ELECTION OF SUPERVISORS
   The Supervisory Committee currently comprises two Supervisors including Ms. MIN Qing and Ms. ZHANG Yongning.
   In accordance with the Articles of Association, the current term of office of each of the Supervisors will expire on the date of the AGM and each Supervisor will be eligible for re-election.
   The Supervisory Committee has nominated Ms. MIN Qing, being retiring Supervisor, as candidate of Supervisor representing the Shareholders for the Next Term. In addition, Ms. ZHANG Yongning, the retiring Supervisor representing the staff and workers of the Company of the current term, will be elected as a Supervisor representing the staff and workers of the Company for the Next Term at the staff representative meeting to be held separately by the staff and workers of the Company on or before the date of the AGM.
   At the AGM, resolutions will be proposed to elect the Supervisor representing the Shareholders for the Next Term, to authorize the Board to determine the remuneration of the Supervisors, to authorize the Board to enter into appointment letter with each of the newly elected Supervisor representing the Shareholders and Supervisor representing the staff and workers of the Company.
   Biographical details of the candidates proposed to be elected as Supervisors are set out in the Appendix to this circular.
   The Company is identifying suitable candidate to fill the vacancy in the office of Supervisor representing the Shareholders occasioned by the retirement of Mr. GUAN Jinming and will issue an announcement as soon as practicable after the relevant appointment is made.
2. AGM
   The relevant ordinary resolutions proposed above are set out in the notice of AGM. The proxy form and reply slip will be despatched together with this circular.
   AGM will be held at the New Conference Hall of the Company, 1st Floor, 1 Xiexing Cun, Zhongliangshan, Jiulongpo District, Chongqing, the PRC on Wednesday, 2 June 2021 at 10:00 a.m..
   The Articles of Association provide that those Shareholders who intend to attend any general meeting of the Company shall send a written reply to the Company 20 days before the date of the meeting. In the case the written replies received from the Shareholders indicating that they intend to attend the general meeting represent holders of not more than one half of the total number of shares with voting rights, the Company shall within 5 days inform its Shareholders again in the form of a public notice the proposed matters for consideration at the meeting and the date and venue of

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LETTER FROM THE BOARD

the meeting. The general meeting may be convened after such notification has been published. In view of the above requirements in respect of the AGM convened by the notice of AGM, you are urged to complete and return the reply slip to the legal address of the Company at 1 Xiexing Cun, Zhongliangshan, Jiulongpo District, Chongqing, the PRC by post, by cable or by fax (at fax no. (86)23-68830397) on or before Thursday, 13 May 2021 whether or not you intend to attend the AGM. If you do not intend or are unable to attend the AGM and wish to appoint a proxy/proxies to attend and vote on your behalf, you are requested to complete a proxy form in accordance with the instructions printed thereon and return it to the legal address of the Company at 1 Xiexing Cun, Zhongliangshan, Jiulongpo District, Chongqing, the PRC (in the case of proxy form of holder(s) of Domestic Shares) or the Company's H Share Registrars, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (in the case of proxy form of holder(s) of H Shares) in any event not less than 24 hours before the time of the AGM (i.e. not later than 1 June 2021 at 10:00 a.m. (Hong Kong time)). Completion and return of the proxy form will not preclude you from attending and voting at the AGM thereof should you so wish.

1. VOTING BY WAY OF POLL
   Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the AGM will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
2. RECOMMENDATION
   The Directors believe that the election of Directors for the Next Term, authorizing the Board to determine the remuneration of the Directors, authorizing the Board to enter into service contract or appointment letter with each of the newly elected executive Directors and independent non- executive Directors respectively, the election of Supervisor representing the Shareholders for the Next Term, authorizing the Board to determine the remuneration of the Supervisors and authorizing the Board to enter into appointment letter with each of the newly elected Supervisor representing the Shareholders and the Supervisor representing the staff and workers of the Company as set out in the Notice of AGM are all in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend Shareholders to vote in favour of the relevant resolutions as set out in the Notice of AGM.

By Order of the Board

Qingling Motors Co. Ltd

LUO Yuguang

Executive Director and Chairman

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APPENDIX

DETAILS OF CANDIDATES OF DIRECTORS

Executive Directors

Mr. LUO Yuguang, aged 51, has been an executive Director and the Chairman of the Company since 22 December 2016. He is also a member of the remuneration committee and the chairman and a member of the nomination committee of the Company. He graduated from Beijing Agricultural Engineering University (北京農業工程大學) in 1992, specialized in Construction and Environmental Engineering (建築與環境工程) with a Bachelor's degree in engineering. Mr. LUO also completed and graduated from an undergraduate program in Chongqing Normal University (重慶師範大學) in 2008, majoring in Accounting. He joined the Company after obtaining his bachelor's degree and has more than 20 years of consecutive experience in the car industry. At the early stage, Mr. LUO underwent an internship at the Assemble Workshop (總裝車間), Repair Workshop (機修車間), Infrastructure Department (基建部) and Procurement Department (採購部) of the Company. Later he was the Deputy Head of the Planning and Construction Department (規劃建設部副部長), Deputy Head of Secondary Pressing Vehicles Workshop (二衝壓車間副主任), Deputy Head of the Finance Department (財務部副部長) and Deputy Head of the Integrated Planning Department (綜合計劃部副部長). In 2009, he joined the Management team of the Company and was the Deputy Chief Economist and the Head of Procurement Department (副總經濟師 兼採購部部長), and the Deputy General Manager of Qingling Group, responsible for the production, logistics, domestic support and import, etc.. He took up the post of the Director and the General Manager of Qingling Group in September 2016. Mr. LUO studied abroad for several times, including the Advanced Course in Corporate Governance organized by the Hong Kong Institute of Chartered Secretaries and Studies on Special Topics such as production, quality, development and sales organized by Japan Isuzu. Mr. LUO has been the Chairman of the Qingling Isuzu (Chongqing) Engine Co., Ltd. from April 2015 to 30 November 2016.

Mr. HAYASHI Shuichi, aged 63, has been an executive Director, the vice chairman and the general manager of the Company since 30 May 2018. Mr. HAYASHI graduated from School of Social Sciences of WASEDA University. Mr. HAYASHI joined Isuzu in April 1982 and worked as an employee of the Purchase Department, deputy officer of the engine group of the second purchase department, the head of the fourth purchase department and the executive officer in charge of cost planning department/purchase department, Section Chief and deputy officer of Isuzu Motors America INC and a Head in Isuzu Motors (Thailand) Ltd (泰國五十鈴自動車株式會社). Mr. HAYASHI worked at the Global CV Engineering Center of Isuzu (五十鈴全球CV工程中心) from 2014 to 2017.

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APPENDIX

Mr. MAEGAKI Keiichiro, aged 63, has been an executive Director and the vice chairman of the Company since 28 May 2015 and has been the general manager of the Company since 16 November 2015. He resigned as the vice chairman and the general manager of the Company with effect from 30 May 2018. He graduated from the Faculty of Law of Keio University, Japan. He joined Isuzu in April 1981 and has been working at Isuzu for over 30 years. He served in a number of positions, including the manager in charge of the domestic service improvement office, the manager in charge of the domestic management office, the manager in charge of the domestic planning office, the head of the business planning department, the merchandise manager of MKT office and CV project, the head of the project management department, the executive officer in charge of the project management department and cost planning department, the executive officer in charge of the eighth and ninth divisions of the overseas business and the assistant to the head of the PT business department. Mr. MAEGAKI is currently the representative director and the general manager of Isuzu Leasing Service Co., Ltd. (五十鈴租賃服務有限公司).

Mr. ADACHI Katsumi, aged 59, has been an executive Director of the Company since 26 July 2019. He graduated from the School of Mercantile Marine of Kobe University of Mercantile Marine (日本神戶 商船大學商船學部) in Japan in March 1984. Mr. ADACHI joined Isuzu in April 1984 and has served in various departments, including Personnel Department (人事部), Engine Examination Section (發動機檢查 課) and Assembly Examination Section (總成檢查課) of Quality Management Department (品質管理部), Examination Section of Hokkaido Factory (北海道工廠檢查課), Assembly Quality Management Section (總成品質管理課) of Quality Management Department and Quality Management Section of Engine Factory (發動機工廠品質管理課). From October 1997 to April 2019, he had served as manager of Quality Management Section of PT Factory (PT工廠品質管理課), monitor of the Second PT Evaluation Group (PT評價第二組) of PT Quality Management Department (PT品質管理部), management group monitor of the First Department of PT Manufacturing (PT製造第一部), minister of PT Quality Management Department (PT品質管理部), minister of PT Public Works Department (PT工務部), a senior staff of LCV Business Project Department (LCV營業項目部) (concurrently working in Thailand Engine Manufacturing Co., Limited (泰國發動機製造株式會社)), an executive officer (執行役員) of Vehicle Public Works Department (車輛工務部), Vehicle Body Manufacturing Department (車體製造部), the Vehicle Manufacturing Department (車輛製造部) and the Vehicle Quality Management Department (車輛品質管 理部) and an executive clerk of the Vehicle Technology Department (車輛技術部) under the Production Division of Main Department of Technology (技術本部). Mr. ADACHI is currently the managing executive officer and the head of the Production Division of Main Department of Technology of Isuzu.

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APPENDIX

Mr. LI Juxing, aged 55, has been an executive Director of the Company since 28 May 2015. He graduated from Harbin Institute of Technology, majoring in casting. He holds a bachelor degree of engineering and is a senior engineer. Mr. LI successively served as a technician of a foundry of Chongqing Automobile Manufacturing Plant (重慶汽車製造總廠 ), a head of the biotechnology department, a head of the quality department, a deputy chief engineer and a deputy general manager of Chongqing Qingling Casting Company Limited (重慶慶鈴鑄造有限公司) since July 1990. He became a deputy chief engineer of Qingling Group since 2005 and concurrently served as the general managers of Chongqing Qingling Aluminium Casting Co. Ltd. (重慶慶鈴鑄鋁有限公司) and Chongqing Qingling Forging Co. Ltd. (重慶慶 鈴鍛造有限公司). Since 2010, he has been working as a deputy general manager of Qingling Group and he also serves as the chairman of Chongqing Qingling Forging Co. Ltd. and vice chairman of Isuzu (China) Engine Co., Ltd.. During the period from 26 September 2016 to 22 December 2016, Mr. LI served as the acting Chairman of the Company.

Mr. XU Song, aged 53, has been an executive Director of the Company since 15 June 2016. He is a senior engineer. Mr. XU joined the Chinese Communist Party in June 1988. He graduated from the Faculty of Engineering Machinery of Jilin University of Technology in July 1989, majoring in crane transport and engineering machinery. Mr. XU was awarded a bachelor degree in Engineering and a master degree in Business Administration. He worked in the equipment department of Chongqing Automobile Manufacturing Plant as an internship in 1989 and successively served as an assistant engineer and the deputy head of manufacturing factory. From 1995 to 2004, he worked at the Company and successively served as the deputy head, the head of manufacturing factory and the head of the product development department. Since 2004, Mr. XU served as an assistant to general manager of Qingling Group and the Company, and successively served as the head of the business planning department of Qingling Group and the Company and the director of chief engineer office of the Company. Since 2005, he served as an assistant to general manager of Qingling Group and the vice general manager of the Company, and also served as the head of the business planning department of Qingling Group and the Company. He also served as the head of the procurement department of Qingling Group in November 2005. From 2009 to 2012, he successively served as the deputy general manager and a member of the Party Committee of Qingling Group, the general manager, the secretary and a member of the Party Committee of Chongqing Qingling Casting Company Limited. From 2012 till now, Mr. XU served as the deputy general manager and a member of the Party Committee of Qingling Group. Mr. XU ceased to serve as the deputy general manager of the Company since 25 February 2020.

Mr. LI Xiaodong, aged 54, has been an executive Director of the Company since 30 May 2019. He is a member of the Communist Party of China and holds a university degree. He joined the Company in September 1986. From September 1986 to October 2017, he was successively a teacher at the Technical School, Youth League officer, deputy secretary of Youth League, director of the engine manufacturing department and deputy head of the coating workshop of Chongqing Automobile Manufacturing Plant (during his tenure, he graduated from Chongqing Radio & TV University (majoring in law)); a deputy head of the coating workshop, a deputy director of coating and manufacturing department, deputy head and head of No. 2 welding workshop, director of car body welding and manufacturing department of the

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APPENDIX

Company; vice general manager and general manager of Chongqing Qingling Forging Co. Ltd; assistant to general manager of Qingling Group; general manager of Chongqing Qingling Automobile Manufacture and Assembly Co. Ltd.; person-in-charge of Northeast China and North China Sales Region of the Company and chairman of Qingling Isuzu (Chongqing) Automobile Sales and Service Co., Ltd. Mr. LI currently serves as a vice general manager and member of the Party Committee of Qingling Group (during his tenure, he obtained a bachelor's degree in mechanical design and manufacturing and automation from Chongqing University and a bachelor's degree in business administration from China Central Radio & TV University), chairman and secretary of the Party Committee of Chongqing Qingling Casting Company Limited. Mr. LI ceased to serve as the deputy general manager of the Company since 25 February 2020.

Independent Non-executive Directors

Mr. LONG Tao, aged 69, has been an independent non-executive Director of the Company since 28 April 1994. He is also a member of the audit committee, the remuneration committee and the nomination committee of the Company. Mr. LONG graduated from Research Institute for Fiscal Science, Ministry of Finance, majoring in accounting. Mr. LONG holds a master's degree in economics. He had served at Accountancy Division of Central University of Finance and Economics, and New York office of KPMG Peat Marwick. Mr. LONG had acted as a member of Securities Issue and Approval Committee of China Securities Regulatory Commission and member of Chinese technology expert panel for China-Hong Kong Securities Team. Mr. LONG also served as the independent director of Luoyang Glass Company Limited, Beijing Hua'er Company Limited (北京化二股份有限公司), Beijing Capital International Airport Co., Ltd., Baotou Iron and Steel Co. Ltd., China Asset Management Co., Ltd., Beijing Bashi Company Limited, Jiangxi Copper Company Limited, Beijing North Star Company Limited, Wangfujing Department Store Co., Ltd. (王府井百貨大樓股份有限公司) and the chairman of Beijing Haiwen Investment Consulting Co., Ltd. (北京海問投資諮詢有限公司). Mr. LONG has extensive knowledge and experience in corporate finance, accounting, audit, assets appraisal, restructuring of enterprise and listing. Mr. LONG currently serves as the chairman of Beijing Haiwen Entrepreneurship New Technology Investment Management Co., Ltd. (北京海問創業新技術投資管理有限公司), an independent director of Beijing Whoswho Culture and Media Co., Ltd., UBS SDIC Fund Management Co., Ltd., Crown International Corporation Limited (a local company in Hong Kong) and Aimer Co., Ltd. (愛慕股份有限公司).

Mr. SONG Xiaojiang, aged 70, has been an independent non-executive Director of the Company since 28 April 1994. He is also the chairman and a member of the audit committee and the remuneration committee and a member of the nomination committee of the Company. Mr. SONG is general manager of Chongqing Ping Zheng Law Office, a member of the China Economic Law Association and the China Lawyers Association. Mr. SONG has been a lawyer and notary for 30 years. Mr. SONG graduated from South West Institute of Political Science and Law and also studied international law in the China University of Political Science and Law and foreign economic law at Shenzhen University. He was formerly vice chairman of Chongqing Notary Office and vice chairman of Chongqing Foreign Law Office.

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APPENDIX

Mr. LIU Tianni, aged 57, has been an independent non-executive Director of the Company since 31 May 2011. He is also a member of the audit committee, the remuneration committee and the nomination committee of the Company. Mr. LIU is also the executive director, the chairman and the chief executive officer of Wonderful Sky Financial Group Holdings Limited (the shares of which are listed on the Stock Exchange, Stock Code: 1260), the chairman of The Listed Companies Council of Chinese Enterprises Association (Hong Kong) (香港中企協上市公司委員會), a Hong Kong member of Chongqing Municipal Committee of the Chinese People's Political Consultative Conference (重慶市政協香港委員), executive vice chairman of the Hong Kong Island Federation (香港島聯合會), the honorary chairman of Shandong Hong Kong Overseas Investment and Financing Association (魯港企業投融資聯合會), and vice chairman of China Mergers and Acquisition Association (Kong Kong) (香港中國併購公會). Mr. LIU graduated from Beijing Normal University with a master degree in science.

Mr. LIU Erh Fei, aged 62, has been an independent non-executive Director of the Company since 28 May 2015. He is also a member of the audit committee, remuneration committee and nomination committee of the Company. He graduated from Harvard Business School with a master degree in Business Administration. He graduated from Brandeis University with a bachelor degree in Economics and International Relations in 1984 and from Beijing Foreign Studies University, majoring in English, in 1981. Mr. LIU has served as the chairman of China region and the general manager of China region of Bank of America Merrill Lynch Group, and served as senior management in Goldman Sachs Group Company, Morgan Stanley, Salomon Smith Barney International and Calyon Credit Agricole of France. He is currently a founding partner and CEO of Asian Investment Capital (亞投資本), a director of Cindat Capital Management Limited, an independent director of CMB Wing Lung Bank Limited and an independent non-executive director of Jiangxi Copper Company Limited (the shares of which are listed on the Stock Exchange, Stock Code: 358).

Save as disclosed above, the Candidates of Directors did not hold any directorship in other listed public companies in the past three years or any other position with the Company and other members of the Group. The Candidates of Directors do not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders. The Candidates of Directors have no interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.

The Company will enter into service contracts or appointment letters with the Candidates of Directors who are elected at the AGM. Their terms of office will commence on the date of the AGM and ending on the date of the annual general meeting of the Company for the year of 2024. The Company will seek approval from the Shareholders at the AGM for the grant of authorization to the Board to determine the remuneration of the Candidates of Directors. The remuneration of the Candidates of Directors will be determined in accordance with the terms and conditions of the said service contracts or appointment letters having regard to their duties and responsibilities with the Company, the Company's remuneration policy and the Company's performance and profitability.

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APPENDIX

For the year ended 31 December 2020, the emoluments received by the Directors of the current term were as follows:

Mr. LUO Yuguang: RMB570,636

Mr. HAYASHI Shuichi: remuneration renounced

Mr. MAEGAKI Keiichiro: remuneration renounced

Mr. ADACHI Katsumi: remuneration renounced

Mr. LI Juxing: RMB456,973

Mr. XU Song: RMB456,973

Mr. LI Xiaodong: RMB456,973

Mr. LONG Tao: RMB120,000

Mr. SONG Xiaojiang: RMB120,000

Mr. LIU Tianni: RMB120,000

Mr. LIU Erh Fei: RMB120,000

Save as disclosed above, there is no other matter relating to the re-election of the Candidates of Directors that needs to be brought to the attention of the Shareholders and there is no other information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

Details of the Candidate of Supervisor Representing the Shareholders

Ms. MIN Qing, aged 53, has been the Supervisor representing the Shareholders since 15 June 2006. Ms. MIN ceased to be the Chairman of the Supervisory Committee on 28 May 2015. Ms. MIN is the director, the deputy secretary of the Party Committee and the Chairman of the Trade Union of Qingling Group, and has many years of experience in corporate management. Ms. MIN graduated from Chongqing Communication College in Mechanical Engineering in 1988 and had undergraduate education. She also studied corporate management in Japan.

Details of the Candidate of Supervisor Representing the Staff and Workers of the Company

Ms. ZHANG Yongning, aged 45, has been a Supervisor representing the staffs and workers of the Company since 30 May 2019. She graduated from the Technical School of Chongqing Automobile Manufacturing Plant (重慶汽車製造總廠 ) specializing in fitter's techniques, the accounting and statistics major of Chongqing Normal College (重慶師範學院) at adult education junior college level and accounting computerization major of Chongqing Normal College. Ms. ZHANG joined the Company in 1993, and has worked for a number of departments. From August 1993 to January 2018, she served as a repairer of low-voltage system in the Repair Workshop (機修車間) of Chongqing Automobile Manufacturing Plant; a clerk of 100P office and business planning department of Qingling Group; the financial management controller of the finance department of the Company, the head of the finance department of Qingling Isuzu (Chongqing) Automobile Sales and Service Co., Ltd and a staff member

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APPENDIX

responsible for supervision of the audit and supervision department of Qingling Group. She is currently the deputy head of the audit and supervision department of Qingling Group and the deputy director of the office of the board of supervisors of Qingling Group.

Save as disclosed above, the candidates of Supervisors did not hold any directorship in other listed public companies in the past three years or any other position with the Company and other members of the Group. The candidates of Supervisors do not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company. The candidates of Supervisors have no interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.

The Company will enter into appointment letters with the candidates of Supervisors who are elected at the AGM. Their terms of office will commence on the date of the AGM and ending on the date of the annual general meeting of the Company for the year of 2024. The Company will seek approval from the Shareholders at the AGM for the grant of authorization to the Board to determine the remuneration of the candidates of Supervisors. The remuneration of the candidates of Supervisors will be determined in accordance with the terms and conditions of the said service contracts having regard to their duties and responsibilities with the Company, the Company's remuneration policy and the Company's performance and profitability.

For the year ended 31 December 2020, the emoluments received by the Supervisors of the current term were as follows:

Ms. MIN Qing: RMB152,934

Ms. ZHANG Yongning: RMB140,730

Save as disclosed above, there is no other matter relating to the re-election of the candidates of Supervisors that needs to be brought to the attention of the Shareholders and there is no other information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

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NOTICE OF AGM

(a Sino-foreign joint venture joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 1122)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of Qingling Motors Co. Ltd (the "Company") will be held at New Conference Hall of the Company, 1st Floor, 1 Xiexing Cun, Zhongliangshan, Jiulongpo District, Chongqing, the People's Republic of China (the "PRC") on Wednesday, 2 June 2021 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following ordinary resolutions:

1. To consider and approve the report of the board (the "Board") of directors (the "Directors") of the Company for the year of 2020.
2. To consider and approve the report of the supervisory committee of the Company for the year of 2020.
3. To consider and approve the audited financial statements and the independent auditor's report of the Company for the year of 2020.
4. To consider and approve the proposal for appropriation of profit of the Company for the year of 2020.
5. Each as a separate resolution, to elect each of the following persons as a Director for the next term of office commencing from the date of the AGM to the date of the annual general meeting of the Company in 2024 (the "Next Term"):
6. 1. To re-elect Mr. LUO Yuguang as an executive Director for the Next Term;
   2. To re-elect Mr. HAYASHI Shuichi as an executive Director for the Next Term;
   3. To re-elect Mr. MAEGAKI Keiichiro as an executive Director for the Next Term;
   4. To re-elect Mr. ADACHI Katsumi as an executive Director for the Next Term;
   5. To re-elect Mr. LI Juxing as an executive Director for the Next Term;

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NOTICE OF AGM

1. 1. To re-elect Mr. XU Song as an executive Director for the Next Term;
   2. To re-elect Mr. LI Xiaodong as an executive Director for the Next Term;
   3. To re-elect Mr. LONG Tao as an independent non-executive Director for the Next Term;
   4. To re-elect Mr. SONG Xiaojiang as an independent non-executive Director for the Next Term;
   5. To re-elect Mr. LIU Tianni as an independent non-executive Director for the Next Term; and
   6. To re-elect Mr. LIU Erh Fei as an independent non-executive Director for the Next Term.
2. To authorize the Board to determine the remuneration of Directors.
3. To authorize the Board to enter into a service contract or an appointment letter with each of the newly elected executive Directors and independent non-executive Directors respectively on such terms and conditions as it may think fit and to do all such acts and things to give effect to such matters.
4. To elect Ms. MIN Qing as a supervisor representing the shareholders of the Company for the Next Term.
5. To authorize the Board to determine the remuneration of supervisors of the Company.
6. To authorize the Board to enter into an appointment letter with each of the newly elected supervisors of the Company on such terms and conditions as it may think fit and to do all such acts and things to give effect to such matters.
7. To consider the re-appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP Chongqing Branch and Deloitte Touche Tohmatsu as the Company's PRC and international auditors respectively for the year of 2021 and to authorize the Board to determine their remunerations.

By Order of the Board

QINGLING MOTORS CO. LTD

LEI Bin

Company Secretary

Chongqing, the PRC, 13 April 2021

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NOTICE OF AGM

Notes:

1. Any shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote at the AGM on his/her behalf in accordance with the articles of association of the Company. A proxy need not be a shareholder of the Company.
2. In order to be valid, the proxy form and, if such proxy form is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarially certified copy of that power of attorney or authority shall be deposited at the legal address of the Company at 1 Xiexing Cun, Zhongliangshan, Jiulongpo District, Chongqing, the PRC (in the case of proxy form of holder(s) of Domestic Shares) or at the Company's H Share Registrars, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (in the case of proxy form of holder(s) of H Shares) not less than 24 hours before the time for holding the AGM (i.e. not later than 1 June 2021 at 10:00 a.m. (Hong Kong time)) or 24 hours before the time appointed for taking the poll.
3. Shareholders or their proxies shall produce their identity documents when attending the AGM.
4. To ascertain the H shareholders' entitlement to attend and vote at the AGM, the register of shareholders of the Company will be closed from Monday, 3 May 2021 to Wednesday, 2 June 2021 (both dates inclusive), during which period no transfer of shares will be registered. All duly completed transfer forms relating to H shares accompanied by the relevant share certificates must be lodged with the Company's H Share Registrars, Hong Kong Registrars Limited, at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Friday, 30 April 2021.
5. Shareholders whose names appear on the register of shareholders of the Company after the close of business at 4:30 p.m. on Friday, 30 April 2021 are entitled to attend and vote at the AGM.
6. Shareholders who intend to attend the AGM shall complete and lodge the reply slip for attending the AGM at the Company's legal address at 1 Xiexing Cun, Zhongliangshan, Jiulongpo District, Chongqing, the PRC on or before Thursday, 13 May 2021. The reply slip may be delivered to the Company by hand, by post, by cable or by fax (at fax no.: (86) 23-6883 0397).
7. Subject to the approval of the shareholders at the AGM, the proposed final dividend will be payable to the shareholders whose names appear on the register of shareholders of the Company on Wednesday, 16 June 2021. To ascertain the H shareholders' entitlement to the proposal final dividend, the register of shareholders of the Company will be closed from Tuesday, 8 June 2021 to Wednesday, 16 June 2021 (both dates inclusive), during which period no transfer of shares will be registered. All duly completed transfer forms relating to H shares accompanied by the relevant share certificates must be lodged with the Company's H Share Registrars, Hong Kong Registrars Limited, at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Monday, 7 June 2021.
8. The AGM is not expected to take more than half a day. Shareholders or their proxies attending the AGM shall be responsible for their own travel and accommodation expenses.
9. Pursuant to rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), all votes of the shareholders at the meeting will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands and the Company will announce the results of the poll in the manner prescribed under rule 13.39(5) of the Listing Rules.
10. As at the date of this notice, the Board comprises 11 Directors, of which Mr. LUO Yuguang, Mr. HAYASHI Shuichi, Mr. MAEGAKI Keiichiro, Mr. ADACHI Katsumi, Mr. LI Juxing, Mr. XU Song and Mr. LI Xiaodong are executive directors and Mr. LONG Tao, Mr. SONG Xiaojiang, Mr. LIU Tianni and Mr. LIU Erh Fei are independent non-executive directors.

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