Xinchen China Power : Announcements and Notices - Notice of the Extraordinary General Meeting

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XINCHEN CHINA POWER HOLDINGS LIMITED อોʕ਷ਗɢછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1148)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Xinchen China Power Holdings Limited (the "Company") will be held at Victoria Room, 2/F., Mandarin Oriental, Hong Kong, 5 Connaught Road Central, Hong Kong on Thursday, 13 December 2018 at 9:00 a.m., for the purposes of considering and, if thought fit, passing, with or without modifications, the following resolutions of the Company:

ORDINARY RESOLUTIONS

1. "THAT (a) the entering into of the framework agreement dated 18 October 2018 (the

"Brilliance China Purchase Agreement") (copy of which is marked "A" and produced to the meeting and initialled by the Chairman for identification purpose) in respect of the continuing connected transactions to be entered into between the Company and its subsidiaries on the one part and Brilliance China Automotive Holdings Limited and its subsidiaries on the other part for the three financial years ending 31 December 2021 as set out in the paragraph headed "Letter from the Board - Renewal of the Continuing Connected Transactions" contained in the circular of the Company dated 23 November 2018 (the "Circular") be and is hereby approved, confirmed and ratified and the entering into of the relevant continuing connected transactions pursuant to the Brilliance China Purchase Agreement be and are hereby approved; and that any director of the Company be and is hereby authorised to take such actions and to enter into such documents as are necessary to give effect to the abovementioned continuing connected transactions contemplated under the Brilliance China Purchase Agreement; and

(b) the proposed maximum annual monetary value of the continuing connected transactions contemplated under the Brilliance China Purchase Agreement pursuant to paragraph (a) of this Resolution for each of the three financial years ending 31 December 2021 as set out in the paragraph headed "Letter from the Board - The Proposed Caps" contained in the Circular be and are hereby approved."

2. "THAT

• (a) the entering into of the framework agreement dated 18 October 2018 (the "Huachen Sale Agreement") (copy of which is marked "B" and produced to the meeting and initialled by the Chairman for identification purpose) in respect of the continuing connected transactions to be entered into between the Company and its subsidiaries on the one part and Huachen Automotive Group Holdings Company Limited*€ശોӛԓණྠછٰϞࠢʮ̡and its subsidiaries on the other part for the three financial years ending 31 December 2021 as set out in the paragraph headed "Letter from the Board - Renewal of the Continuing Connected Transactions" contained in the circular of the Company dated 23 November 2018 (the "Circular") be and is hereby approved, confirmed and ratified and the entering into of the relevant continuing connected transactions pursuant to the Huachen Sale Agreement be and are hereby approved; and that any director of the Company be and is hereby authorised to take such actions and to enter into such documents as are necessary to give effect to the abovementioned continuing connected transactions contemplated under the Huachen Sale Agreement; and

• (b) the proposed maximum annual monetary value of the continuing connected transactions contemplated under the Huachen Sale Agreement pursuant to paragraph (a) of this Resolution for each of the three financial years ending 31 December 2021 as set out in the paragraph headed "Letter from the Board - The Proposed Caps" contained in the Circular be and are hereby approved."

• 3. "THAT

  • (a) the entering into of the framework agreement dated 18 October 2018 (the "Brilliance China Sale Agreement") (copy of which is marked "C" and produced to the meeting and initialled by the Chairman for identification purpose) in respect of the continuing connected transactions to be entered into between the Company and its subsidiaries on the one part and Brilliance China Automotive Holdings Limited and its subsidiaries on the other part for the three financial years ending 31 December 2021 as set out in the paragraph headed "Letter from the Board - Renewal of the Continuing Connected Transactions" contained in the circular of the Company dated 23 November 2018 (the "Circular") be and is hereby approved, confirmed and ratified and the entering into of the relevant continuing connected transactions pursuant to the Brilliance China Sale Agreement be and are hereby approved; and that any director of the Company be and is hereby authorised to take such actions and to enter into such documents as are necessary to give effect to the abovementioned continuing connected transactions contemplated under the Brilliance China Sale Agreement; and

  • (b) the proposed maximum annual monetary value of the continuing connected transactions contemplated under the Brilliance China Sale Agreement pursuant to paragraph (a) of this Resolution for each of the three financial years ending 31 December 2021 as set out in the paragraph headed "Letter from the Board - The Proposed Caps" contained in the Circular be and are hereby approved."

• 4. "THAT

  (a) the entering into of the framework agreement dated 18 October 2018 (the

"Sichuan Pushi Purchase Agreement") (copy of which is marked "D" and produced to the meeting and initialled by the Chairman for identification purpose) in respect of the continuing connected transactions to be entered into between Mianyang Xinchen Engine Co., Ltd.*€ၧජอોਗɢዚ૛Ϟࠢʮ̡(a wholly-owned subsidiary of the Company) ("Mianyang Xinchen") on the one part and Sichuan Yibin Pushi Automotive Components Co., Ltd.* € ̬ʇ޲֝Ⴗ౷ʡӛԓཧ ௅΁Ϟࠢʮ̡on the other part for the three financial years ending 31 December 2021 as set out in the paragraph headed "Letter from the Board - Renewal of the Continuing Connected Transactions" contained in the circular of the Company dated 23 November 2018 (the "Circular") be and is hereby approved, confirmed and ratified and the entering into of the relevant continuing connected transactions pursuant to the Sichuan Pushi Purchase Agreement be and are hereby approved; and that any director of the Company be and is hereby authorised to take such actions and to enter into such documents as are necessary to give effect to the abovementioned continuing connected transactions contemplated under the Sichuan Pushi Purchase Agreement;

• (b) the proposed maximum annual monetary value of the continuing connected transactions contemplated under the Sichuan Pushi Purchase Agreement pursuant to paragraph (a) of this Resolution for each of the three financial years ending 31 December 2021 as set out in the paragraph headed "Letter from the Board - The Proposed Caps" contained in the Circular be and are hereby approved;

• (c) the entering into of the framework agreement dated 18 October 2018 (the "Xinhua Combustion Engine Purchase Agreement") (copy of which is marked "E" and produced to the meeting and initialled by the Chairman for identification purpose) in respect of the continuing connected transactions to be entered into between Mianyang Xinchen on the one part and Mianyang Xinhua Internal Combustion Engine Joint Stock Company Limited*€ၧජอശʫዷዚٰ΅Ϟࠢʮ̡on the other part for the three financial years ending 31 December 2021 as set out in the paragraph headed "Letter from the Board - Renewal of the Continuing Connected Transactions" contained in the Circular be and is hereby approved, confirmed and ratified and the entering into of the relevant continuing connected transactions pursuant to the Xinhua Combustion Engine Purchase Agreement be and are hereby approved; and that any director of the Company be and is hereby authorised to take such actions and to enter into such documents as are necessary to give effect to the abovementioned continuing connected transactions contemplated under the Xinhua Combustion Engine Purchase Agreement; and

• (d) the proposed maximum annual monetary value of the continuing connected transactions contemplated under the Xinhua Combustion Engine Purchase Agreement pursuant to paragraph (c) of this Resolution for each of the three financial years ending 31 December 2021 as set out in the paragraph headed "Letter from the Board - The Proposed Caps" contained in the Circular be and are hereby approved."

By order of the board of directors

Xinchen China Power Holdings Limited

Ngai Ka Yan

Company Secretary

Hong Kong, 23 November 2018

Registered office:

Clifton House 75 Fort Street PO Box 1350

Grand Cayman KY1-1108 Cayman Islands

Head office and principal place of business: Suites 1602-05

Chater House

8 Connaught Road Central Hong Kong

Notes:

• 1. A shareholder entitled to attend and vote at the meeting may appoint one or more than one proxies to attend and to vote on a poll in his/her/its stead. On a poll, votes may be given either personally (or in the case of a shareholder being a corporation, by its duly authorized representative) or by proxy. A proxy need not be a shareholder of the Company.

• 2. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

• 3. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the office of the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

• 4. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting if shareholders so wish.

• 5. The Hong Kong branch register of members of the Company will be closed from Friday, 7 December 2018 to Thursday, 13 December 2018, both days inclusive, during which period no transfer of shares will be registered. Only shareholders of the Company whose names appear on the register of members of the Company on Friday, 7 December 2018 or their proxies or duly authorised corporate representatives are entitled to attend the meeting. In order to qualify for attending the meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration

• not later than 4:30 p.m. on Thursday, 6 December 2018.

• 6. The ordinary resolutions set out in this notice will be put to shareholders to vote by way of a poll.

As at the date of this notice, the board of directors of the Company comprises two executive directors, Mr. Wu Xiao An (also known as Mr. Ng Siu On) (Chairman) and Mr. Wang Yunxian (Chief Executive Officer); two non-executive directors, Mr. Liu Tongfu and Mr. Yang Ming; and four independent non-executive directors, Mr. Chi Guohua, Mr. Wang Jun, Mr. Huang Haibo and Mr. Wang Songlin.

* for identification purpose only