Xinchen China Power : Notice of Extraordinary General Meeting

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

(Incorporated in the Cayman Islands with limited liability)

"THAT

1. The C3 assets transfer agreement (the "C3 Assets Transfer Agreement") (a copy of which has been produced to this meeting marked "A" and initialled by the chairman of this meeting for the purpose of identification) dated 11 April 2017 entered into between Mianyang Xinchen Engine Co., Ltd.*（綿陽新晨動力機械有限公司）(an indirect wholly-owned subsidiary of the Company) ("Mianyang Xinchen") and BMW Brilliance Automotive Ltd.（華晨寶馬汽車有限公司 * ）(an associate of Brilliance China Automotive Holdings Limited（ 華晨中國汽車控股有限公司* ）which is a controlling shareholder of the Company) ("BBA") pursuant to which BBA would transfer to Mianyang Xinchen certain assets and all transactions (including the call option pursuant to the C3 Assets Transfer Agreement) contemplated thereunder be and are hereby approved, ratified and confirmed; and

2. any director of the Company (the "Director") and any director of Mianyang Xinchen be and are hereby authorized, for and on behalf of the Company and Mianyang Xinchen respectively, to do all such things and exercise all powers which he considers necessary or desirable or expedient in connection with the C3 Assets Transfer Agreement and otherwise in connection with the implementation of the transactions contemplated thereunder, including without limitation the execution, amendment, supplement, delivery, waiver, submission and implementation of any further documents or agreements including but not limited to any document to agree and confirm the actual completion date, and any Director and the company secretary of the Company or two Directors be authorized to affix the common seal of the Company (if required) on any document or deed as they consider appropriate."

By order of the Board

Company Secretary

Hong Kong, 26 May 2017

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 above meeting may appoint one or more than one proxies to attend and to vote on a poll in his stead. On a poll, votes may be given either personally (or in the case of a shareholder being a corporation, by its duly authorised 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 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 shares 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 registrar 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 (i.e. not later than 9:00 a.m. (Hong Kong time) on Tuesday, 13 June 2017) 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 Monday, 12 June 2017 to Thursday, 15 June 2017, 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 Monday, 12 June 2017 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 registrar 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 Friday, 9 June 2017.

6. The ordinary resolution set out in this notice of extraordinary general meeting will be put to shareholders to vote taken by way of a poll.

As at the date of this notice, the Board 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 purposes only