Great Wall Motor : NOTICE OF THE ANNUAL GENERAL MEETING

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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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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of Great Wall Motor Company Limited (the "Company") for the year ended 31 December 2020 will be held at 2:00 p.m. on Friday, 23 April 2021 at the Company's Conference Room, No. 2266 Chaoyang Road South, Baoding, Hebei Province, the People's Republic of China (the "PRC") to consider, approve and authorise the following:

ORDINARY RESOLUTIONS

• 1. to consider and approve the audited financial report for the year 2020 (details of which were stated in the annual report of the Company for the year 2020);

• 2. to consider and approve the Report of the Board for the year 2020 (details of which were stated in the annual report of the Company for the year 2020);

• 3. to consider and approve the profit distribution proposal for the year 2020 (details of which were stated in the circular of the Company dated 30 March 2021 and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gwm.com.cn));

• 4. to consider and approve the annual report of the Company for the year 2020 and its summary (full text of which was published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gwm.com.cn));

• 5. to consider and approve the Report of the Independent Directors for the year 2020 (full text of which was published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gwm.com.cn));

• 6. to consider and approve the Report of the Supervisory Committee for the year 2020 (details of which were stated in the annual report of the Company for the year 2020);

*

For identification purpose only

• 7. to consider and approve the operating strategies of the Company for the year 2021

  (details of which were stated in the circular of the Company dated 30 March 2021 and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gwm.com.cn));

• 8. to consider and approve the re-appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as the Company's external auditor for the year ending 31 December 2021 for the audit and review of the financial statements and audit of internal control (the term of such re-appointment shall commence from the date on which this resolution is passed until the date of the convening of the 2021 AGM) and to authorise the board of directors (the "Board") of the Company to fix its remunerations not exceeding RMB3,500,000 (details of which were stated in the circular and announcement of the Company dated 30 March 2021 and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gwm.com.cn));

• 9. to consider and approve the plan of guarantees to be provided by the Company for the year 2021 (details of which were stated in the circular of the Company dated 30 March 2021 and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gwm.com.cn));

  SPECIAL RESOLUTIONS

• 10. to consider the mandate to the Board to issue A Shares and H Shares of the Company.

  An unconditional general mandate shall be granted to the Board to separately or concurrently allot, issue and/or deal with additional shares, whether A Shares or H Shares, in the share capital of the Company, which can be exercised once or more during the Relevant Period, subject to the following conditions:

  • (a) the effect of such mandate must not extend beyond the Relevant Period except that the Board may during the Relevant Period enter into or grant offer proposals, agreements or options which may require the exercise of such mandate after the end of the Relevant Period;

  • (b) the aggregate nominal amount of A Shares and H Shares, including but not limited to ordinary shares, preference shares, securities convertible into shares, options, warrants or similar rights for subscription of any shares or of such convertible securities, approved to be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Board under such mandate must not respectively exceed:

    • (I) 20% of the aggregate nominal amount of A Shares of the Company in issue; and/or

    • (II) 20% of the aggregate nominal amount of H Shares of the Company in issue,

    in each case as at the date of this resolution; and

(c) the Board of the Company will only exercise such rights in accordance with the

Company Law of the People's Republic of China (the "PRC") and The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time), and only if approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained.

A mandate shall be granted to the Board, subject to issuance of shares mentioned above of this resolution, to:

• (a) approve, conclude, make, procure to conclude, and act on all such documents, deeds and matters it considers relevant to the issuance of such new shares, including but not limited to:

  • (I) determining the type and number of shares to be issued;

  • (II) determining the pricing method, target subscribers and issue interest rate of the new shares and issue/conversion/exercise price (including the price range);

  • (III) determining the commencement and closing dates for offering new shares;

  • (IV) determining the use of the proceeds from offering new shares;

  • (V) determining the type and number of new shares (if any) to be issued to existing shareholders;

  • (VI) entering into or granting such offer proposals, agreements or share options that may be required as a result of the exercise of such rights; and

  (VII) excluding shareholders residing in places outside the PRC or the Hong

  Kong Special Administrative Region of the PRC ("Hong Kong") due to prohibitions or requirements enacted by overseas laws or regulations on offering or placing shares to shareholders of the Company and as considered necessary or appropriate by the Board after making inquiries on such ground;

• (b) engage intermediaries in relation to the issuance, approve and sign all acts, agreements, documents and other relevant matters necessary, appropriate and desirable for or related to the issuance; consider and approve and sign on behalf of the Company agreements related to the issuance, including but not limited to underwriting agreements, placement agreements and intermediaries engagement agreements;

• (c) consider and approve and sign on behalf of the Company issuance documents related to the issuance for delivery to the relevant regulatory authorities, perform relevant approval procedures in accordance with the requirements of the regulatory authorities and places where the shares of the Company are listed, and carry out necessary procedures including filing, registration and recording with the relevant government departments in Hong Kong and/or any other regions and jurisdictions (if applicable);

• (d) make amendments to the relevant agreements and statutory documents in accordance with the requirements of domestic and foreign regulatory authorities;

• (e) register the increase in capital with the relevant PRC authorities based on the actual increase in registered capital of the Company due to issuance of shares in accordance with sub-paragraph I of this resolution, and make amendments to the Articles of Association of the Company as it considers appropriate to reflect the additional registered capital; and

• (f) carry out all necessary filing and registration in the PRC and Hong Kong and/or do the same with other relevant authorities. For the purpose of this resolution:

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

  "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; and

  "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of the following three dates:

  • (a) the conclusion of the next annual general meeting of the Company following the passing of this resolution; or

  • (b) the expiration of a period of twelve months following the passing of this resolution; or

  • (c) the date on which the authority conferred by this resolution is revoked or varied by a special resolution of shareholders of the Company at a general meeting.

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

• i. 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 H Shares with a nominal value of RMB1 each of the Company in issue and listed on the Hong Kong Stock Exchange and A Shares with a nominal value of RMB1 each of the Company in issue and listed on the Shanghai 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;

• ii. The aggregate nominal amount of H Shares and A Shares authorised to be repurchased by the Company 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 class meetings of shareholders of the Company and 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 class meetings of shareholders of the Company;

• iii. the approval in paragraph (a) above shall be conditional upon:

  • 1. the passing of a special resolution on the same terms as the resolution set out in this paragraph (except for this sub-paragraph (c)(i)) at the H Shareholders' Class Meeting of the Company to be held on Friday, 23 April 2021 (or on such adjourned date as may be applicable) and the A Shareholders' Class Meeting of the Company to be held on Friday, 23 April 2021 (or on such adjourned date as may be applicable);

  • 2. the approvals of all relevant regulatory authorities having jurisdiction over the Company (if applicable) as required by the laws, regulations and rules of the PRC; and

3. the Company not being required by any of its creditors to repay or to provide guarantees in respect of any amount due to any of them (or if the Company is so required by any of its creditors, the Company having, at its absolute discretion, repaid or provided guarantee in respect of such amount) pursuant to the notification procedure under article 29 of the articles of association of the Company as described above. If the Company determines to repay any amount to any of its creditors in circumstances described under this sub-paragraph (c) (iii), it is expected that the Company will do so out of its internal funds;

iv. 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:

• 1. determine the time, duration, price and number of shares of the repurchase;

• 2. notify creditors and issue announcements;

• 3. open overseas share accounts and carry out related change of foreign exchange registration procedures;

• 4. carry out relevant approval and filing procedures as required by regulatory authorities and the stock exchanges where the shares of the Company are listed;

• 5. execute all such documents, do all such acts and things and sign all documents and 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;

• 6. carry out cancellation procedures for repurchased shares, reduce the registered capital, and make amendments which it deems appropriate to the articles of association of the Company to reflect the new capital structure of the Company, and carry out statutory registrations and filings procedures; and

• 7. execute and handle other documents and matters related to the repurchase of shares;

v. for the purpose of this resolution:

"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;

"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 earliest of:

• 1. the conclusion of the next annual general meeting of the Company following the passing of this resolution;

• 2. the expiration of a period of twelve months following the passing of this resolution at the annual general meeting, and the relevant resolutions at the H Shareholders' Class Meeting and the A Shareholders' Class Meeting; or

• 3. 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."

Specific mandate for the Board to handle the repurchase of A Shares and H Shares: that a mandate be granted for any Director of the Company to act on behalf of the Board, based on the Company's needs and market conditions and subject to obtaining approval from relevant regulatory authorities and compliance with laws, administrative regulations and the Articles of Association of Great Wall Motor Company Limited ("Articles of Association"), to make timely decision on matters relating to the repurchase of H Shares not exceeding 10% of the total number of issued Shares of the Company as at the date of passing this resolution and A Shares not exceeding 10% of the total number of issued Shares of the Company as at the date of passing this resolution during the period of the relevant mandate (including but not limited to determining the timing, quantity and price of share repurchase, opening overseas securities account and going through the corresponding procedures for changes of foreign exchange registration, informing creditors and making announcement, cancelling the repurchased shares, reducing the registered capital, amending the Articles of Association, and going through procedures for changes of registration and executing and handling other documents and matters related to the share repurchase).

By Order of the Board

Wei Jian Jun

Chairman

Baoding, Hebei Province, the People's Republic of China

30 March 2021

Notes:

• (A) The register of members of the Company will be closed from Saturday, 17 April 2021 to Friday, 23 April 2021 (both days inclusive), during which no transfer of shares will be effected. H shareholders of the Company, whose names appear on the Company's register of members at the close of business on Friday, 16 April 2021, are entitled to attend and vote at the AGM after completing the registration procedures for attending the meeting. In order to be entitled to attend and vote at the AGM, all completed share transfer documents should be lodged with the Company's H share registrar not later than 4:30 p.m. on Friday, 16 April 2021 (Hong Kong time).

  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, who intend to attend the AGM, must complete the reply slips for attending the AGM and return them to the office of the secretary to the Board not later than Friday, 16 April 2021.

  Details of the office of the secretary to the Board are as follows:

  No. 2266 Chaoyang Road South

  Baoding, Hebei Province the People's Republic of China

  Tel: [phone]

  Fax: [phone]

• (C) Each holder of H shares who has the right to attend and vote at the AGM is entitled to appoint in writing one or more proxy(ies), whether a shareholder or not, to attend and vote on his/her behalf at the AGM. 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/her attorney duly authorized in writing. If the 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 certified.

• (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 certified 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 fixed for holding the AGM or any adjournment thereof.

• (F) If a proxy attends the AGM on behalf of a shareholder, he/she should produce his/her ID card and the instrument signed by the proxy or his/her legal representative, which specifies the date of its issuance. If the legal representative of a legal person shareholder attends the AGM, such legal representative should produce his/her ID card and valid documents evidencing his/her capacity as such legal representative. If a legal person shareholder appoints a representative of the company other than its legal representative to attend the AGM, such representative should produce his/her ID card and an authorisation instrument affixed with the seal of the legal person shareholder and duly signed by its legal representative.

• (G) The on-site registration for attending the AGM will open from 1:00 p.m. to 1:50 p.m. on Friday, 23 April 2021, after which no registration in respect of Shareholders' attendance of the meeting will be accepted. The place of registration is at the Company's Conference Room, No. 2266 Chaoyang Road South, Baoding, Hebei Province, the PRC.

• (H) The AGM is expected to last for half a day. Shareholders attending the AGM shall bear their own transportation and accommodation expenses.

• (I) For information on the attendance meetings by A shareholders, please refer to the Notices of the 2020 AGM, 2021 First H Shareholders' Class Meeting and 2021 First A Shareholders' Class Meeting of Great Wall Motor

  Company Limited (ڗ۬ӛԓٰ΅Ϟࠢʮ̡ᗫ׵̜ක2020ϋϋܓٰ؇ɽึe2021ୋɓϣHٰᗳйٰ؇ึᙄʿ2021 ϋୋɓϣAٰᗳйٰ؇ึᙄٙஷٝ) published on the website of the Shanghai Stock Exchange (website:www.sse.com.cn) and the official website of the Company (website: www.gwm.com.cn) on 30 March 2021.

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

Executive Directors: Mr. Wei Jian Jun, Ms. Wang Feng Ying and Ms. Yang Zhi Juan.

Non-executive Director: Mr. He Ping.

Independent Non-executive Directors: Ms. Yue Ying, Mr. Li Wan Jun and Mr. Ng Chi Kit.