THIS WEB PROOF INFORMATION PACK IS IN DRAFT FORM. The information contained in it is incomplete and is subject to change. This Web Proof Information Pack must be read in conjunction with the section headed “Warning” on the cover of this Web Proof Information Pack. DEFINITIONS In this document, unless the context otherwise requires, the following expressions shall have the following meanings. Certain other terms are explained in “Glossary of Technical Terms” in this document. “Aerospace Mitsubishi” Shenyang Aerospace Mitsubishi Motors Engine Manufacturing Co., Ltd.* ( ), a company incorporated on August 12, 1997 in the PRC, in which Brilliance China has an effective equity interest of 14.43% “affiliate(s)” any other person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified person “Articles of Association” or “Articles” the articles of association of the Company conditionally adopted on April 25, 2012 (as amended or supplemented from time to time) [Š] “BMW Brilliance Automotive” BMW Brilliance Automotive Ltd. ( )isa sino-foreign equity joint venture company incorporated in the PRC in 2003 and is owned as to 50% by Shenyang Jinbei Automotive Industry Holdings Co., Ltd.* ( ), an indirect wholly-owned subsidiary of Brilliance China and 50% by BMW Holding B.V. “Board of Directors” or “Board” the board of directors of our Company “Brilliance China” Brilliance China Automotive Holdings Limited ( *), a company incorporated on June 9, 1992 in Bermuda, whose shares are listed on the Main Board, and one of our Controlling Shareholders “Brilliance China Group” Brilliance China and its subsidiaries “Brilliance Investment” Brilliance Investment Holdings Limited ( ), a company incorporated on February 28, 2011 in the BVI, a wholly-owned subsidiary of Brilliance China, and one of our Controlling Shareholders “Business Day” a day (other than a Saturday or a Sunday) on which banks in Hong Kong are open for normal banking business “BVI” the British Virgin Islands “CAGR” compound annual growth rate 15 THIS WEB PROOF INFORMATION PACK IS IN DRAFT FORM. The information contained in it is incomplete and is subject to change. This Web Proof Information Pack must be read in conjunction with the section headed “Warning” on the cover of this Web Proof Information Pack. DEFINITIONS “China” or “PRC” the People’s Republic of China and, except where the context otherwise requires and only for the purpose of this document, references in this document to the PRC or China do not include Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan “China Aerospace” China Aerospace Motors Co., Ltd.* ( ), a state-owned company established in the PRC and an independent third party “Companies Law” the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and amended from time to time) of the Cayman Islands “Companies Ordinance” the Companies Ordinance, Chapter 32 of the Laws of Hong Kong (as amended, supplemented or otherwise modified from time to time) “Company” or “our Company” Xinchen China Power Holdings Limited ( ), an exempted company incorporated on March 10, 2011 in the Cayman Islands with limited liability “Controlling Shareholder(s)” means Brilliance Investment, Brilliance China, Xinhua Investment, Xinhua Combustion Engine, Pushi Group and Wuliangye “CSRC” China Securities Regulatory Commission ( ) “Director(s)” the director(s) of our Company “Dong Feng Motor Corporation” Dong Feng Motor Corporation* ( ), a state- owned enterprise legally incorporated in the PRC, which wholly owns Dongfeng Motors Engineering and is the parent company of Dongfeng Group “Dongfeng” Dongfeng Automobile Co., Ltd.* ( ), a company incorporated on July 21, 1999 in the PRC “Dongfeng Group” Dongfeng and its subsidiaries “Dongfeng JV” Changzhou Dongfeng Xinchen Engine Co., Ltd.* ( ), a joint venture incorporated on January 9, 2012 in the PRC and is owned as to 50% by Mianyang Xinchen and 50% by Dongfeng 16 THIS WEB PROOF INFORMATION PACK IS IN DRAFT FORM. The information contained in it is incomplete and is subject to change. This Web Proof Information Pack must be read in conjunction with the section headed “Warning” on the cover of this Web Proof Information Pack. DEFINITIONS “Dongfeng Motors Engineering” Dong Feng Motors Engineering Co., Limited ( ), a company incorporated on December 28, 1998 in Hong Kong, wholly-owned by Dong Feng Motor Corporation and one of our Shareholders “FAW Jilin” FAW Jilin Automobile Co., Ltd.* ( ), a company incorporated in the PRC and an independent third party “GAC Changfeng” GAC Changfeng Motor Co., Ltd.* ( ), a company incorporated in the PRC and an independent third party “Group”, “our Group”, “we” or “us” our Company and its subsidiaries at the relevant point of time (including where the context so requires, in respect of the period before our Company became the holding company of its present subsidiaries, the present subsidiaries of our Company) “HK$” or “Hong Kong dollars” Hong Kong dollars, the lawful currency of Hong Kong “HKFRS” Hong Kong Financial Reporting Standards “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Huachen” Huachen Automotive Group Holdings Company Limited* ( ), a state-owned company incorporated on September 16, 2002 in the PRC and a controlling shareholder of Brilliance China(1) “Huachen Group” Huachen and its subsidiaries “independent third party(ies)” individual(s) or company(ies) who is not connected with (within the meaning of the [Š]) any directors, chief executive or substantial shareholders of our Company, its subsidiaries or any of their respective associates “Latest Practicable Date” [Š], 2013, being the latest practicable date for the purpose of ascertaining certain information contained in this document prior to its publication “Lead In” Lead In Management Limited ( ), a company incorporated on May 18, 2011 in the BVI and is owned as to 50% by Mr. Wu Xiao An and 50% by Mr. Wang Yunxian, both of whom are our executive Directors “Main Board” the stock exchange operated by the Stock Exchange before the establishment of the Growth Enterprise Market of the Stock Exchange (excluding the option market) and which continues to be operated by the Stock Exchange in parallel with the Growth Enterprise Market of the Stock Exchange (1) Brilliance China is not a subsidiary of Huachen. 17 THIS WEB PROOF INFORMATION PACK IS IN DRAFT FORM. The information contained in it is incomplete and is subject to change. This Web Proof Information Pack must be read in conjunction with the section headed “Warning” on the cover of this Web Proof Information Pack. DEFINITIONS “Mianyang High-Tech Development Mianyang National High and New Technology Industry Zone” Development Zone* ( ) “Mianyang Huarui” Mianyang Huarui Automotive Company Limited* ( ), a company incorporated on December 27, 2004 in the PRC and a wholly-owned subsidiary of Huachen “Mianyang Huaxiang” Mianyang Huaxiang Machinery Manufacturing Co., Ltd.* ( ), a company incorporated on April 29, 2005 in the PRC and an indirect wholly-owned subsidiary of Huachen “Mianyang Jianmen Real Estate” Mianyang Jianmen Real Estate Development and Construction Co., Ltd.* ( ), a company incorporated on June 11, 1997 in the PRC and a wholly- owned subsidiary of Xinhua Combustion Engine “Mianyang Ruian” Mianyang Brilliance Ruian Automotive Components Co., Ltd.* ( ), a company incorporated on July 3, 2000 in the PRC and a wholly- owned subsidiary of Brilliance China “Mianyang Xinchen” Mianyang Xinchen Engine Co., Ltd.* ( ), a company incorporated on March 23, 1998 in the PRC and an indirect wholly-owned subsidiary of our Company “MIIT” Ministry of Industry and Information Technology of the PRC ( ) “MOF” Ministry of Finance of the PRC ( ) “MOFCOM” Ministry of Commerce of the PRC ( ) “MST” The Ministry of Science and Technology of the PRC ( ) “NDRC” National Development and Reform Commission of the PRC ( ) “PBOC” The People’s Bank of China ( ) “PRC Government” the central government of the PRC and all governmental subdivisions (including provincial, municipal and other regional or local government entities) and instrumentalities thereof or, where the context requires, any of them “Pushi Group” Sichuan Yibin Pushi Group Co., Ltd.* ( ), a company incorporated on August 20, 1998 in the PRC and a holding company of Xinhua Engine Combustion, and one of our Controlling Shareholders 18 THIS WEB PROOF INFORMATION PACK IS IN DRAFT FORM. The information contained in it is incomplete and is subject to change. This Web Proof Information Pack must be read in conjunction with the section headed “Warning” on the cover of this Web Proof Information Pack. DEFINITIONS “Reorganization” the reorganization of the companies now comprising our Group in preparation for the [Š], details of which are set out in “Statutory and General Information — Further information about our Companies and our Subsidiaries — Corporate Reorganization” in Appendix V to this document “RMB” Renminbi, the lawful currency of the PRC “SAFE” State Administration of Foreign Exchange of the PRC ( ) “SAIC” State Administration for Industry and Commerce of the PRC ( ) “SASAC” State-owned Assets Supervision and Administration Commission of the State Council of the PRC ( ) “SAT” State Administration of Taxation of the PRC ( ) “Share(s)” ordinary share(s) in our Company with a nominal value of HK$0.01 each “Share Option Scheme” the share option scheme conditionally adopted by our Company on April 25, 2012, the principal terms of which are summarized in