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

Mar 22, 2012

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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)

PROXY FORM FOR USE AT THE A SHAREHOLDERS’ CLASS MEETING

The number of shares to which this proxy form relates (Note 1)

I/We (Note 2) of being the registered holder(s) of A shares (Note 3) in GREAT WALL MOTOR COMPANY LIMITED (the “ Company ”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or (Note 4)

as my/our proxy to attend and act for me/us at the A shareholders’ class meeting of the Company to be held at the Company’s Conference Room, No. 2266 Chaoyang Road South, Baoding, Hebei Province, the People’s Republic of China (the “ PRC ”), on Monday, 7 May 2012 at 11:00 a.m. (or as soon as the H shareholders’ class meeting of the Company shall have been concluded or adjourned) or any adjournment thereof and to vote at such meeting or at any adjournment thereof in respect of the resolutions as hereunder indicated, or if no such indication is given, as my/our proxy thinks fi t.

Resolutions

Resolutions	Resolutions
Special Resolution		For (Note 5)	Against (Note 5)
1.	“THATthe board of directors of the Company (the “Board”) be and is hereby authorised to repurchase H shares of the Company subject to the following conditions: (a) subject to paragraph (b) and (c) below, the exercise by the Board during the Relevant Period (as def ned in paragraph (d) below) of all the powers of the Company to purchase H shares of RMB1 each of the Company in issue and listed on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), subject to and in accordance with all applicable laws, rules and regulations and/or requirements of the governmental or regulatory body of securities in the People’s Republic of China (the “PRC”), the Stock Exchange, the Shanghai Stock Exchange or any other governmental or regulatory body be and is hereby approved; (b) the aggregate nominal amount of H shares of the Company authorised to be purchased pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the number of H shares in issue of the Company as at the date of the passing of this resolution and the passing of the relevant resolutions at the annual general meeting for holders of shares of the Company and the H shareholders’ class meeting; and (c) the approval in paragraph (a) above shall be conditional upon: the passing of a special resolution in the same terms as the resolution set out in this paragraph (except for this subparagraph (c) at the annual general meeting for holders of shares of the Company to be held on Monday, 7 May 2012 (or on such adjourned date as may be applicable); and the H shareholders’ class meeting to be held on Monday, 7 May 2012 (or on such adjourned date as may be applicable);

• For identifi cation purposes only

	(d) for the purpose of this special resolution, “Relevant Period” means the period from the passing of this special resolution until whichever is the earlier of: (i) the conclusion of the next annual general meeting of the Company following the passing of this resolution; (ii) the expiration of a period of twelve months following the passing of this special resolution at the annual general meeting for holders of shares of the Company, the A shareholders’ class meeting and the H shareholders’ class meeting; or (iii) the date on which the authority conferred by this special resolution is revoked or varied by a special resolution of shareholders at a general meeting, or by a special resolution of shareholders at a class meeting of A shareholders or a class meeting of H shareholders of the Company; (e) subject to the approval of all relevant government authorities in the PRC for the repurchase of such H shares of the Company being granted, the Board be and is hereby authorised to: (i) execute all such documents and do all such acts and things and to sign all documents and to take any steps as they consider desirable, necessary or expedient in connection with and to give effect to the repurchase of H shares contemplated under paragraph (a) above in accordance with the applicable laws, rules and regulations, and (ii) make amendments to the Articles of Association of the Company as deemed appropriate by the Board so as to reduce the registered capital of the Company and ref ect the new capital structure of the Company and to make related statutory registration and f ling procedures.”

Date: 2012 Signature(s) (Note 6)

Notes:

• (1) Please insert the number of shares in the Company registered in your name(s) and to which this proxy relates. If no such number is inserted, this proxy form will be deemed to relate to all the shares in the Company registered in your name(s).

• (2) Please insert full name(s) and address(es) (as shown in the register of members) in block capitals .

• (3) Please insert the number of all the shares in the Company registered in your name(s) and delete if inappropriate.

• (4) If any proxy other than the Chairman is preferred, strike out “THE CHAIRMAN OF THE MEETING or” and insert the name of the proxy desired in the space provided. Each shareholder is entitled to appoint one or more proxy(ies) to attend and vote at the meeting. A proxy may or may not be a shareholder of the Company. Any alteration made to this proxy form must be signed by the person(s) who signs it.

• (5) Important: If you wish to vote for any resolutions, tick in the box marked “FOR”. If you wish to vote against any resolution, tick in the box marked “AGAINST”. Failure to tick either box will entitle your proxy to cast your vote at his discretion.

• (6) This proxy form must be signed by you and your attorney duly authorised in writing or, in the case of a corporation or institution, either under its common seal or under the hand of any director or attorney duly authorised in writing. In the case of joint holders, this proxy form must be signed by the member whose name stands fi rst in the register of members of the Company.

• (7) If an attending shareholder or proxy casts a vote of abstention or abstains from voting in respect to that resolution. In that event, the proxy form will be deemed to have been revoked.

• (8) To be valid, this proxy form and, if such proxy is signed by a person on behalf of the appointor pursuant to a power of attorney or other authority, a notarially certifi ed copy of that power of attorney or other authority must be delivered to the offi ce of the secretary of the Board at the registered address of the Company, not less than 24 hours before the time appointed for the commencement of the A shareholders’ class meeting.

• (9) If the case of joint shareholders of a share of the Company, any one of such holders may vote at the A shareholders’ class meeting either in person or by proxy in respect of such share as if he was solely entitled thereto. However, if more than one of such joint holders is present at the meeting in person or by proxy, then one of such holders whose name stands fi rst in the register of members of the Company shall alone be entitled to vote.