Great Wall Motor Company Limited — Proxy Solicitation & Information Statement 2012

Oct 25, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Great Wall Motor Company Limited, you should at once pass this circular and the enclosed proxy form to the purchaser, the transferee, the bank, the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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GREAT WALL MOTOR COMPANY LIMITED*

(a joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2333)

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM of the Company to be held on Tuesday, 11 December 2012 at 9:00 a.m. at the Company’s Conference Room, No. 2266 Chaoyang Road South, Baoding, Hebei Province, the PRC is set out on pages 6 to 9 of this circular. Whether or not you are able to attend the EGM in person, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon. For H Shareholders, the proxy form should be returned, in person or by post, 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, and for A Shareholders, the proxy form should be returned, in person, by post or by fax, to the offi ce of the secretary to the Board at the Company’s registered address as soon as practicable but in any event, not less than 24 hours before the time stipulated for the commencement of the EGM (i.e. Monday, 10 December 2012) and any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

If you intend to attend the EGM in person or by proxy, you are required to complete and return the reply slip to the Company’s Board offi ce (for both H Shareholders and A Shareholders) on or before Wednesday, 21 November 2012.

* For identifi cation purposes only

25 October 2012

CONTENTS

		Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER	FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
A.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
B.	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION. . . . . . . . . . . . . .	4
C.	EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
D.	BOOK CLOSURE PERIOD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
E.	VOTING BY WAY OF POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
F.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE	OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

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DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

“Articles of Association”	articles of association of the Company;
“A Shares”	Domestic Share(s) with a nominal value of RMB1.00 each in the
	share capital of the Company which are listed on the Shanghai
	Stock Exchange and traded in Renminbi (Stock Code: 601633);
“A Shareholder(s)”	holders of A Share(s);
“Board”	the board of Directors;
“Company”	長城汽車股份有限公司(Great Wall Motor Company Limited*),
	a joint stock company incorporated in the PRC with limited
	liability, the H Shares and A Shares of which are listed on The
	Stock Exchange of Hong Kong Limited and the Shanghai Stock
	Exchange, respectively;
“CSRC”	The China Securities Regulatory Commission (中國證券監督管理
	委員會);
“Director(s)”	director(s) of the Company;
“EGM”	the extraordinary general meeting of the Company to be held
	on Tuesday, 11 December 2012 at 9:00 a.m. for the purposes of
	considering and approving, among other things, the proposed
	amendments to the Articles of Association;
“H Shares”	the overseas-listed foreign invested share(s) with a nominal value
	of RMB1.00 each in the share capital of the Company which are
	listed on the main board of The Stock Exchange of Hong Kong
	Limited and traded in Hong Kong dollars (Stock Code: 2333);
“H Shareholder(s)”	holders of H Share(s);
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC;
“Hong Kong dollars”	Hong Kong dollars, the lawful currency of Hong Kong;
“Listing Rules”	Rules Governing the Listing of Securities on The Stock Exchange
	of Hong Kong Limited;

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DEFINITIONS

“PRC”	the People’s Republic of China, excluding, for the purpose of
	this circular only, Hong Kong, the Macau Special Administrative
	Region, and Taiwan;
“RMB”	Renminbi, the lawful currency of the PRC;
“Share(s)”	A Share(s) and H Share(s); and
“Shareholders”	holders of the Company’s Shares including A Share(s) and H
	Share(s).

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LETTER FROM THE BOARD

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GREAT WALL MOTOR COMPANY LIMITED

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

(Stock Code: 2333)

Executive Directors:

Mr. Wei Jian Jun Mr. Liu Ping Fu Ms. Wang Feng Ying Mr. Hu Ke Gang Ms. Yang Zhi Juan

Registered offi ce, head offi ce and principal place of business: No. 2266 Chaoyang Road South Baoding Hebei Province the PRC

Non-executive Directors:

Mr. He Ping Mr. Niu Jun

Independent non-executive Directors:

Ms. Wei Lin Mr. He Bao Yin Mr. Li Ke Qiang Mr. Wong Chi Hung, Stanley

25 October 2012

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A. INTRODUCTION

Reference is made to the announcement of the Company dated 25 October 2012 in relation to the proposed amendments to the Articles of Association.

The purpose of this circular is to provide you with further details relating to the proposed amendments to the Articles of Association and give you a notice of the EGM to be convened for the Shareholders to consider and, if thought fi t, approve, among other things, the proposed amendments to the Articles of Association.

* For identifi cation purposes only

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LETTER FROM THE BOARD

B. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

In order to (i) refl ect the change of the business licence number of the Company; and (ii) satisfy the relevant requirements of the CSRC on the cash dividend policy for listed companies, the Company intends to amend its Articles of Association. Details of the amendments are set out in the notice of EGM from pages 6 to 9 of this circular.

The above proposed amendments to the Articles of Association are subject to the approval by the Shareholders by way of poll by passing a special resolution at the EGM. The amendments to the Articles of Association shall come into effect upon Shareholders’ approval being obtained at the EGM and the approval(s) of the relevant PRC governmental authorities.

C. EGM

The EGM will be held on Tuesday, 11 December 2012 at 9:00 a.m. at the Company’s Conference Room, No. 2266 Chaoyang Road South, Baoding, Hebei Province, the PRC. The notice convening the EGM is included on pages 6 to 9 of this circular.

D. BOOK CLOSURE PERIOD

In order to determine the list of Shareholders who will be entitled to attend and vote at the EGM, the H share register of members of the Company will be closed from Saturday, 10 November 2012 to Tuesday, 11 December 2012 (both days inclusive) during which period no transfer of H Shares will be effected. Holders of H Shares whose names appear on the H share register of members of the Company on Friday, 9 November 2012 at 4:30 p.m. shall be entitled to attend and vote at the EGM. In order for the H Shareholders to qualify for attending and voting at the EGM, all transfer documents accompanied by the relevant H share certifi cates must be lodged with the Company’s H Share 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, and in any case no later than 4:30 p.m. on Friday, 9 November 2012.

E. VOTING BY WAY OF POLL

Pursuant to Rule 13.39 of the Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll. The chairman of the meeting will therefore demand a poll for every resolution put to vote at the EGM in accordance with the Articles of Association. An announcement on the poll vote results will be made by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

Shareholder(s) who wish(es) to appoint a proxy/proxies to attend the EGM are requested to complete and sign the proxy form in accordance with the instructions contained therein, and for H Shareholder(s), deliver the form, in person or by post, to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, or for A Shareholders, deliver the form, in person, by post or by fax, to the offi ce of the secretary to the Board at the Company’s registered address as soon as practicable but in any event, not less than 24 hours before the time designated for the commencement of the EGM (i.e. Monday, 10 December 2012).

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LETTER FROM THE BOARD

F. RECOMMENDATION

The Directors are of the opinion that the proposed amendments to the Articles of Association are in the best interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.

Yours faithfully, By Order of the Board Wei Jian Jun Chairman

Baoding, the People’s Republic of China

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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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 an extraordinary general meeting (the “ EGM ”) of GREAT WALL MOTOR COMPANY LIMITED (the “ Company ”) will be held on Tuesday, 11 December 2012 at 9:00 a.m. at the Company’s 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 thought fi t, passing the following resolution:

Unless the context requires otherwise, capitalized terms used herein shall have the same meanings as those defi ned in the circular of the Company dated 25 October 2012.

SPECIAL RESOLUTION

“To approve and confi rm the following proposed amendments to the Articles of Association of the Company (“ Articles of Association ”) and to authorize any one director or the company secretary of the Company to execute all such documents and/or do all such acts as he/she may deem necessary or expedient and in the interest of the Company in order to effect the proposed amendments, comply with the changes in the PRC laws and regulations, and satisfy the requirements (if any) of the relevant PRC authorities, and to deal with other related issues arising from the amendments to the Articles of Association:

1. Clause 3 of Article 2 of the original Articles of Association which reads “The business licence number: 1300001002263”

shall be amended to read as:

“The business licence number of the Company: 130000400000628”

1. Clause 1 of Article 188 of the original Articles of Association which reads “The dividend shall be distributed by the Company once a year, and shall be decided by the ordinary resolution by the shareholders’ general meeting. After the resolution on the profi t distribution plan is made, the Board of Directors shall, within two months after the shareholders’ general meeting, complete the distribution of the dividend (or shares).”

shall be amended to read as:

“Dividend of the Company shall be decided by an ordinary resolution at shareholders’ general meeting. After adoption of the resolution on profi t distribution, the Board of Directors shall complete the distribution of the dividend (or shares) within two months after the shareholders’ general meeting.”

* For identifi cation purposes only

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. Article 189 of the original Articles of Association which reads “The profi t distribution of the Company should put emphasis on the reasonable investment return to the shareholders and profi t distribution policies shall be implemented on a continuous and steady basis. The Company may distribute cash interim dividend.

The Company may distribute dividend in the form of:

• (1) cash; or

• (2) shares.”

shall be amended to read as:

“The profi t distribution policy of the Company is as follows:

• (1) The Company shall adopt a continuous and steady profi t distribution policy with an emphasis on providing reasonable investment return to its investors and maintaining the sustainable development of the Company.

• (2) The Company may distribute dividend in the form of:

• cash; or

• shares.

• (3) The Company shall distribute its distributable profi ts on an annual basis and may distribute interim dividend.

• (4) The Company shall give priority to distribute its dividend in cash. Subject to satisfactory operating results with suffi cient cash fl ow for its normal business operation and sustainable development in the absence of major investment plan or substantial capital expenditures, the Company intends to distribute not less than 10% of the net profi ts attributable to shareholders of the relevant year as cash dividends if it records profi ts for the annual reporting period and has positive accumulated undistributed profi ts. Without jeopardizing the reasonable share capital and shareholding structure, the Company may distribute dividends in shares when the valuation of its shares is at a reasonable level with a view to providing investment return to its shareholders and sharing its corporate value. Proposal on share distribution shall be passed by the Board of Directors of the Company before submitting to the shareholders’ general meeting for approval.

• (5) The profi t distribution policy and the dividend distribution proposal shall be prepared, considered and passed by the Board of Directors before submitting to the shareholders’ general meeting for approval. Independent directors shall explicitly give their views on cash dividend distribution proposal of the Company. The Board of Directors and the shareholders’ general meeting shall fully take into account the opinions of the independent directors and public investors when considering and approving the profi t distribution policy and the dividend distribution proposal.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (6) If the Company adjusts or changes its profi t distribution policy in response to the economic environment or its operations, the adjusted or changed profi t distribution policy shall comply with the relevant requirements of the CSRC and stock exchanges. Any proposed adjustments or changes to the profi t distribution policy and any proposal that no profi t distribution proposal can be formulated in accordance with the cash profi t distribution policy shall be considered and passed by the Board of Directors of the Company before submitting to the shareholders’ general meeting for approval. Such proposals shall be passed by more than two-thirds of voting rights held by the shareholders present at such shareholders’ general meeting. When the above proposals are being considered at the meetings of the Board of Directors, Independent directors shall explicitly give their views on the above proposals.

• (7) If the Board of Directors of the Company does not propose a cash profi t distribution, it shall disclose the reasons thereof in its periodical reports which shall contain the independent opinions of the independent directors.

• (8) If the fund of the Company is misappropriated by any shareholder, the Company shall deduct the cash dividend distributable to such shareholder to repay the fund misappropriated.”

• Others

Other clauses of the Articles of Association remain unchanged. If any number of the chapters and clauses of the Articles of Association is affected due to the addition, deletion or rearrangement of certain clauses of the Articles of Association, the numbers of the chapters and clauses of the Articles of Association shall be renumbered or descended and the cross references to the numbers of the chapters and clauses of the Articles of Association shall be correspondingly changed.”

By Order of the Board Wei Jian Jun Chairman

Baoding, PRC 25 October 2012

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

• (A) The register of members of the Company will be closed from Saturday, 10 November 2012 to Tuesday, 11 December 2012 (both days inclusive), during which period no transfer of shares will be effected. Any members of the Company, whose names appear on the Company’s register of members at the close of business on Friday, 9 November 2012, are entitled to attend and vote at the EGM after completing the registration procedures for attending the meeting. In order to be entitled to attend and vote at the EGM, share transfer documents should be lodged with the Company’s H Share registrar not later than 4:30 p.m. on Friday, 9 November 2012.

The address of the share registrar for the Company’s H shares is as follows:

Computershare Hong Kong Investor Services Limited Shops 1712–1716 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong

• (B) Holders of H shares and A shares, who intend to attend the EGM, must complete the reply slips for attending the EGM and return them to the Offi ce of the Secretary to the Board of the Company not later than 20 days before the date of the EGM, i.e. no later than Wednesday, 21 November 2012.

Details of the offi ce of the secretary to the Board are as follows:

No. 2266 Chaoyang Road South, Baoding Hebei Province the People’s Republic of China Tel: (86-312) 2197813 Fax: (86-312) 2197812

• (C) Each holder of H shares who has the right to attend and vote at the EGM is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on his behalf at the EGM. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll.

• (D) The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorised in writing. If that instrument is signed by an attorney of the appointor, the power of attorney authorising that attorney to sign, or other documents of authorisation, must be notarially certifi ed.

• (E) To be valid, the proxy form, and if the proxy form is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certifi ed copy of that power of attorney or other authority, must be delivered to the Company’s H Share Registrar, 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 fi xed for holding the EGM or any adjournment thereof.

• (F) Each holder of A shares is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on his behalf at the EGM. Notes (B) to (C) also apply to holders of A shares, except that the proxy form or other documents of authority must be delivered to the offi ce of the secretary to the Board, the address of which is set out in Note (B) above, not less than 24 hours before the time fi xed for holding the EGM or any adjournment thereof.

• (G) If a proxy attends the EGM on behalf of a shareholder, he should produce his ID card and the instrument signed by the proxy or his legal representative, which specifi es the date of its issuance. If the legal representative of a legal person share shareholder attends the EGM, such legal representative should produce his ID card and valid documents evidencing his capacity as such legal representative. If a legal person share shareholder appoints a representative of the company other than its legal representative to attend the EGM, such representative should produce his ID card and an authorisation instrument affi xed with the seal of the legal person share shareholder and duly signed by its legal representative.

• (H) The EGM is expected to last for half a day. Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.

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