Great Wall Motor Company Limited — Proxy Solicitation & Information Statement 2011

Jan 10, 2011

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

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長城汽車股份有限公司 * GREAT WALL MOTOR COMPANY LIMITED

(a joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 2333)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (“ EGM ”) of Great Wall Motor Company Limited (the “ Company ”) will be held at 9:00 a.m. on Saturday, 26 February 2011 at the Conference Room, No. 2266 Chaoyang Road South, Baoding, Hebei Province, the People’s Republic of China (the “ PRC ”) for the purpose of considering and, if thinks fi t, passing the following resolutions:

SPECIAL RESOLUTIONS

1. “ THAT , subject to (i) the listing committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of, and permission to deal in, the H shares of RMB1.00 each in the capital of the Company to be issued pursuant to this resolution; (ii) the approval by Hebei Provincial Department of Commerce; and (iii) approval of the capitalisation issue at the domestic shareholders class meeting and the H shareholders class meeting:

2. (a) the sum of RMB1,642,908,000 standing to the credit of the capital reserve account of the Company be and is hereby capitalised and accordingly the directors of the Company be and are hereby authorised to pay up in full up to 619,908,000 new H shares (the “ Capitalisation H Shares ”) and 1,023,000,000 new domestic shares of the Company (the “ Capitalisation Domestic Shares ”) to the respective holders of H shares and domestic shares of the Company standing in the register of members of the Company on Saturday, 26 February 2011 (the “ Record Date ”) in the proportion of fi fteen (15) Capitalisation H Shares for every ten (10) H Shares of the Company and fi fteen (15) Capitalisation Domestic Shares for every ten (10) domestic shares of the Company held on the Record Date (the “ Capitalisation Issue ”) and that such Capitalisation H Shares and Capitalisation Domestic Shares shall rank pari passu with the existing H shares and domestic shares of the Company, respectively, provided that the Company will not issue any fraction of the capitalisation shares under the Capitalisation Issue and the directors be authorised to deal with such fractional entitlements in such manner as they think fi t;

3. (b) the amendments to the articles of association of the Company (as described in Appendix I to the circular of the Company dated 10 January 2011) as a result of the Capitalisation Issue be and are hereby approved; and

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• (c) any one executive director of the Company be and is hereby authorised to do all acts and things and execute all documents and make such arrangement as he may determine to be appropriate, necessary or desirable to give effect to or to implement the foregoing, including but not limited to, determining the exact amount to be capitalised out of the capital reserve account of the Company and the exact number of Capitalisation H Shares and Capitalisation Domestic Shares to be issued, allotted and distributed in the manner referred to in paragraph (a) of this resolution.”

• “ THAT , subject to the approval of special resolution numbered one above by shareholders at the extraordinary general meeting, the H shareholders class meeting and domestic shareholders class meeting, the maximum number of the Shares to be issued as stated in Special Resolution numbered one passed by shareholders at the extraordinary general meeting on 26 November 2010 shall be amended from “not more than 121,697,000 A Shares (not exceeding approximately 11.12% of the existing total issued share capital and not exceeding approximately 10.01% of the total issued share capital of the Company upon the issue of the A Shares)” to “not more than 304,243,000 A Shares (not exceeding approximately 11.12% of the total issued share capital (taking into account the Shares to be issued pursuant to the Capitalisation Issue) but not the issue of A Shares and not exceeding approximately 10.01% of the total issued share capital of the Company (taking into account the Shares to be issued pursuant to the Capitalisation Issue) upon the issue of the A Shares)”. The fi nal number of A Shares to be issued is subject to the approval by China Securities Regulatory Commission.”

By Order of the Board Great Wall Motor Company Limited Xu Hui Company Secretary

Baoding, the PRC, 10 January 2011

Notes:

1. Eligibility for attending and voting at the EGM

Holders of H shares whose names appear on the H Shares register maintained by the Company’s H share registrar, Computershare Hong Kong Investor Services Limited and holders of the domestic shares whose names appear on the domestic shares register maintained by the Company on Saturday, 26 February 2011 are entitled to attend and vote at the EGM after completing the registration procedures for attending the meeting.

2. Proxy

• (i) A member eligible to attend and vote at the EGM is entitled to appoint, in written form, one or more proxies to attend and vote on his behalf. A proxy needs not be a shareholder.

• (ii) A proxy should be appointed by a written instrument signed by the appointor or its attorney duly authorised in writing. If the form of proxy is signed by the attorney of the appointor, the power of attorney authorising that attorney to sign or other authorisation document(s) shall be notarised.

• (iii) To be valid, the power of attorney or other authorisation document(s) which have been notarised together with the completed form of proxy must be delivered, in the case of holders of domestic shares, to the Company at the Company’s registered address and, in the case of holders of H shares, to the Company’s H share 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 24 hours before the time designated for holding of the EGM.

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3. Registration procedures for attending the EGM

• (i) A shareholder or his proxy shall produce proof of identity when attending the EGM. If a shareholder is a legal person, its legal representative or other persons authorised by the board of directors or other governing body of such shareholder may attend the EGM by producing a copy of the resolution of the board of directors or other governing body of such shareholder appointing such persons to attend the meeting.

• (ii) Holders of H shares intending to attend the EGM must complete and return the reply slips for attending the EGM to the secretary to the board of directors of the Company not later than 20 days before the date of the EGM, i.e. on or before Sunday, 6 February 2011.

• (iii) Shareholders may send the reply slips to the Company in person, by post or by fax.

4. Closure of registers of members

The H share register of members and the domestic share register of members of the Company will be closed from Friday, 28 January 2011 to Saturday, 26 February 2011 (both days inclusive), during which no transfer of H shares of the Company will be effected. Where applicable, holders of H shares of the Company intending to attend the EGM are required to lodge their respective instrument(s) of transfer and the relevant share certifi cate(s) to the Company’s H share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–16, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by 4:30 pm on Thursday, 27 January 2011.

5. Other businesses

• (i) The EGM will last for approximately half day. Shareholders who attend shall bear their own traveling and accommodation expenses.

• (ii) The address of the share registrar for share transfer of H shares of the Company, Computershare Hong Kong Investor Services Limited, is at:

Shops 1712–1716, 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong

• (iii) The contact details of the offi ce of the secretary to the board of directors of the Company (the “ Board ”) are as follows:

Secretary to the Board No. 2266 Chaoyang Road South Baoding Hebei Province the PRC

Tel: (86-312) 2197813 Fax: (86-312) 2197812

As at the date of this announcement, members of the Board are as follows:

Executive Directors: Mr. Wei Jian Jun, Mr. Liu Ping Fu, Ms. Wang Feng Ying, Ms. Yang Zhi Juan and Mr. Hu Ke Gang.

Non-executive Directors: Mr. He Ping and Mr. Niu Jun.

Independent non-executive Directors: Ms. Wei Lin, Mr. Li Ke Qiang, Mr He Bao Yin and Mr. Wong Chi Hung, Stanley.

* For identifi cation purposes only

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