Great Wall Motor Company Limited — Proxy Solicitation & Information Statement 2014

Mar 21, 2014

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 THE A SHAREHOLDERS’ CLASS MEETING

NOTICE IS HEREBY GIVEN that a class meeting of the holders of A shares (the “ A Shareholders’ Class Meeting ”) of Great Wall Motor Company Limited (the “ Company ”) will be held at the Conference Room, No. 2266 Chaoyang Road South, Baoding, Hebei Province, the People’s Republic of China (the “ PRC ”) on Friday, 9 May 2014 at 11:00 a.m. (or as soon as the class meeting of the holders of H shares of the Company shall have been concluded or adjourned) or any adjournment thereof for the purpose of considering and, if thought fi t, passing (with or without amendments) the following resolution:

SPECIAL RESOLUTION

1. “ THAT the Board be and is hereby authorised to repurchase A Shares and H Shares of the Company:

   • (a) subject to paragraphs (b) and (c) below, the exercise by the Board during the Relevant Period of all the powers of the Company to repurchase A Shares of RMB1 each of the Company in issue and listed on the Shanghai Stock Exchange and H Shares of RMB1 each of the Company in issue and listed on the Hong Kong Stock Exchange, subject to and in accordance with all applicable laws, regulations and rules and/or requirements of the governmental or regulatory body of securities in the PRC, the Hong Kong Stock Exchange, the Shanghai Stock Exchange or any other governmental or regulatory body be and is hereby approved;

   • (b) the aggregate nominal amount of A Shares authorised to be repurchased pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the number of A Shares in issue as at the date of the passing of this resolution and the passing of the relevant resolutions at the annual general meeting of the Company and the H Shareholders’ Class Meeting. Pursuant to the PRC laws and regulations, if the Company wishes to repurchase A Shares, the Company is required to seek further approval from its shareholders in a general meeting for the repurchase of A Shares even where the general mandate set out above is granted, but the Company is not required to seek shareholders’

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approval at the A Shareholders’ Class Meeting or the H Shareholders’ Class Meeting. The aggregate nominal amount of H Shares authorised to be repurchased pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the number of H Shares in issue as at the date of the passing of this resolution and the passing of the relevant resolutions at the annual general meeting of the Company and the H Shareholders’ Class Meeting;

• (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 sub-paragraph (c)) at the annual general meeting of the Company to be held on Friday, 9 May 2014 (or on such adjourned date as may be applicable); and the H Shareholders’ Class Meeting of the Company to be held on Friday, 9 May 2014 (or on such adjourned date as may be applicable);

• (d) subject to the approval of all relevant government authorities in the PRC for the repurchase of such shares of the Company being granted and subject to the above-mentioned conditions, 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 shares contemplated under paragraph (a) above in accordance with the applicable laws, regulations and rules; 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 to refl ect the new capital structure of the Company and to make related statutory registration and fi ling procedures; and

• (e) for the purpose of this resolution:

“ A Shares ” means domestic shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and traded in Renminbi by the PRC investors;

“ A Shareholder(s) ” means holders of A Share(s);

“ A Shareholders’ Class Meeting ” means the class meeting of A Shareholders;

“ Board ” means the board of directors of the Company;

“ H Shares ” means the overseas listed foreign shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars;

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“ H Shareholder(s) ” means holders of H Share(s);

“ H Shareholders’ Class Meeting ” means the class meeting of H Shareholders;

• “ Hong Kong Stock Exchange ” means The Stock Exchange of Hong Kong Limited; and

• “ 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 resolution at the A Shareholders’ Class Meeting and the relevant resolutions at the annual general 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 H Shareholders’ Class Meeting or an A Shareholders’ Class Meeting”.

By Order of the Board Wei Jian Jun Chairman

Baoding, People’s Republic of China 21 March 2014

Notes:

1. Eligibility for attending the A Shareholders’ Class Meeting

Holders of A shares whose names appear on the A shares register maintained by China Securities Depository and Clearing Corporation Limited Shanghai Branch as at 3:00 p.m. on Tuesday, 8 April 2014 are eligible to attend the A Shareholders’ Class Meeting.

The contact details of the offi ce of the secretary to the Board are as follows:

Offi ce of the secretary to the Board No. 2266 Chaoyang Road South Baoding Hebei Province the PRC

1. Proxy

   • (1) A member eligible to attend and vote at the A Shareholders’ Class Meeting 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.

   • (2) A proxy shall 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 notarized.

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• (3) To be valid, the power of attorney or other authorisation document(s) which have been notarized together with the completed form of proxy must be delivered, to the Company at the Company’s registered address not less than 24 hours before the time designated for holding of the A Shareholders’ Class Meeting.

1. Registration procedures for attending the A Shareholders’ Class Meeting

   • (1) A shareholder or his proxy shall produce proof of identity when attending the A Shareholders’ Class Meeting. 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 A Shareholders’ Class Meeting by producing a copy of the resolution of the board of directors or other governing body of such shareholder appointing such person(s) to attend the meeting.

   • (2) Holders of A shares who intend to attend the A Shareholders’ Class Meeting (or any adjournment thereof) should complete the reply slips for attending the A Shareholders’ Class Meeting 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 A Shareholders’ Class Meeting, i.e. no later than Friday, 18 April 2014.

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

2. Closure of register of members

The register of members of the Company will be closed from Wednesday, 9 April 2014 to Friday, 9 May 2014 (both days inclusive).

1. Other businesses

   • (1) The A Shareholders’ Class Meeting will last for approximately half day. Shareholders who attend shall bear their own travelling and accommodation expenses.

   • (2) The registered address of the Company is at:

No. 2266 Chaoyang Road South Baoding Hebei Province the PRC Telephone: (86-312) 2197813 Facsimile: (86-312) 2197812

• (3) In this notice, the following expression shall have the following meaning unless the context otherwise requires:

  • “RMB” means Renminbi, the lawful currency of the People’s Republic of China

Baoding, the PRC, 11 March 2014

As at the date of this announcement, members of the Board comprise:

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

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

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

• For identifi cation purpose only

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