Wuling Motors : Announcements and Notices - Notice of Special General Meeting

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NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the ''SGM'') of Wuling Motors Holdings Limited (the ''Company'') will be held at Unit 1901, 19/F., Beautiful Group Tower, 77 Connaught Road Central, Hong Kong on Thursday, 31 January 2019 at 10:15 a.m. or immediately after the special general meeting of the Company to be held at 10:00 a.m. on the same day for the purpose of considering and, if thought fit, passing (with or without modifications) the following resolutions, which will be proposed as an ordinary resolution of the Company:

ORDINARY RESOLUTION

Words and expressions that are not expressly defined in this notice shall bear the same meaning as that defined in the circular of the Company dated 15 January 2019 (the ''Circular'').

''THAT:

(a) the Master Tenancy Agreement (copy of which have been tabled at the meeting marked ''A'' and signed by the chairman of the meeting for identification purpose) and all transactions contemplated thereunder, be and are hereby approved, ratified and confirmed;

(b) the annual caps of the total rental payable for the three years ending 31 December 2021 under the Master Tenancy Agreement be and are hereby approved, ratified and confirmed; and

(c) the Directors be and are hereby authorised to do all such acts and things, to sign and execute all such further documents and to take such steps as the Directors in their discretion may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Master Tenancy Agreement and any of the transactions contemplated thereunder and to agree to such variation, amendments or waiver or matters relating thereto (including any variation, amendments or waiver of suchdocuments, which are not fundamentally different from those as provided under the Master Tenancy Agreement) as are, in the opinion of the Directors, in the interest of the Company and its shareholders as a whole.''

Yours faithfully

On behalf of the Board

Wuling Motors Holdings Limited

Yuan Zhijun

Chairman

Hong Kong, 15 January 2019

As at the date of this notice, the Board comprises Mr. Yuan Zhijun (Chairman), Mr. Lee Shing (Vice-chairman and Chief Executive Officer), Mr. Zhong Xianhua, Ms. Liu Yaling and Mr. Yang Jianyong as executive Directors, and Mr. Ye Xiang, Mr. Wang Yuben and Mr. Mi Jianguo as independent non-executive Directors.

Notes:

1. Unless otherwise defined in this notice or context requires otherwise, terms defined in the Company's circular dated 15 January 2019 (''Circular'') shall have the same meanings when used in this notice.

• 2. Any member entitled to attend and vote at the SGM (or at any adjournment thereof) is entitled to appoint one or more proxies to attend and, in the event of poll, vote instead of him. A proxy need not be a member of the Company.

• 3. Where there are joint holders of any Share(s), any one of such persons may vote at the SGM, either personally or by proxy, in respect of such Share(s) as if he were solely entitled thereto; but if more than one of such joint holders be present at the SGM personally or by proxy, that one of the said persons so present whose name stands first on the registers of members of the Company in respect of such Share(s) will alone be entitled to vote in respect thereof.

• 4. The register of members of the Company will be closed from Monday, 28 January 2019 to Thursday, 31 January 2019 (both dates inclusive), for the purpose of determining the Shareholders' eligibility to attend and vote at the SGM and during which period no transfer of the Share(s) will be effected. In order to qualify for attendance of the SGM, all completed transfer forms accompanied by the relevant share certificates of the Company must be lodged with the Company's branch share registrar, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 4:30 p.m. on

• Friday, 25 January 2019.

• 5. A form of proxy for use in connection with the SGM is enclosed and such form is also published on the website of the Stock Exchange (www.hkexnews.hk).

• 6. To be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority must be lodged with the Company's Hong Kong branch share registrar, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the SGM (or at any adjournment thereof). Completion and return of the forms of proxy will not preclude a member from attending the SGM and voting in person if he so wishes. In this event that a member attends the SGM after having lodged his form of proxy, his form of proxy will be deemed to have been revoked.

• 7. Shareholders are advised to read the Circular which contains information concerning the resolution to be proposed in this notice.

• 8. The ordinary resolution to be proposed at the SGM shall be decided by way of poll.