Proxy Materials

AUTOCHINA INTERNATIONAL LIMITED

No. 322, Zhongshan East Road
Shijiazhuang, Hebei
People’s Republic of China

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held June 5, 2012

To the Shareholders of
AutoChina International Limited

Notice is hereby given that the Annual Meeting of the Shareholders of AutoChina International Limited (the Company”) will be held on June 5, 2012 at 10:00 a.m. local time at the offices of the Company located at No. 322, Zhongshan East Road, Shijiazhuang, Hebei, People’s Republic of China. The meeting is called for the following purposes:

1. To elect a board of five directors;
2. To authorize an amendment to the Company’s Amended and Restated Memorandum of Association to increase the number of ordinary shares, par value $0.001 per share (the Shares”) that the Company is authorized to issue from 50,000,000 Shares to 100,000,000 Shares, and to increase the authorized share capital of the Company accordingly;
3. To ratify the appointment of Marcum Bernstein & Pinchuk LLP as the independent auditors of the Company for the fiscal year ending December 31, 2012; and
4. To consider and take action upon such other matters as may properly come before the meeting or any adjournment or adjournments thereof.

The close of business on April 24, 2012 has been fixed as the record date for the purpose of determining the shareholders entitled to notice of, and to vote at, the meeting. The stock transfer books of the Company will not be closed. A list of the shareholders entitled to vote at the meeting may be examined at the Company’s offices during the 10-day period preceding the meeting.

All shareholders are cordially invited to attend the meeting. Whether or not you expect to attend, you are respectfully requested by the Board of Directors to sign, date and return the enclosed proxy card promptly. Shareholders who appoint proxies retain the right to revoke them at any time prior to the voting thereof. A return envelope which requires no postage if mailed in the United States is enclosed for your convenience. You may obtain directions to the meeting by calling our offices at +86-311-83821688. This Proxy Statement, a form of proxy card and our most recent Annual Report are available online at the following internet address: http://www.ir-site.com/autochinaintl/proxy.asp.

By Order of the Board of Directors,

Yong Hui Li
Chairman and Chief Executive Officer