Great Wall Motor : ON FULFILLMENT OF EXERCISE CONDITIONS OF THE FIRST EXERCISE PERIOD OF SHARE OPTIONS UNDER THE FIRST GRANT OF THE 2020 RESTRICTED SHARE AND SHARE OPTION INCENTIVE SCHEME

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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)

ANNOUNCEMENT

ON FULFILLMENT OF EXERCISE CONDITIONS OF

THE FIRST EXERCISE PERIOD OF SHARE OPTIONS UNDER THE FIRST GRANT OF THE 2020 RESTRICTED SHARE AND SHARE OPTION INCENTIVE SCHEME

Reference is made to the 2020 Restricted Shares and Share Option Incentive Scheme (the "2020 Incentive Scheme") of Great Wall Motor Company Limited (the "Company") which became effective on 15 April 2020.

The Company held the seventeenth meeting of the seventh session of the board of directors (the "Board"), at which the Resolution on the Achievement of the Unlocking Conditions of the First Tranche of Restricted Shares under the First Grant and the Fulfillment of the Exercise Conditions of First Exercise Period of Share Options under the First Grant of the 2020 Restricted Share and Share Option Incentive Scheme of the Company was considered and approved. Pursuant to the above resolution, the Board is of the view that the exercise conditions of the first exercise period of share options under the first grant of the 2020 Incentive Scheme of the Company have been fulfilled. According to the authorisation of the Company's general meeting, the Company is authorised to handle the matters relating to the exercise of share options in accordance with the relevant requirements of the 2020 Incentive Scheme. The relevant matters are explained as follows:

1. EXPLANATION OF THE FULFILLMENT OF THE EXERCISE CONDITIONS OF THE FIRST EXERCISE PERIOD OF SHARES OPTIONS UNDER THE FIRST GRANT OF THE 2020 INCENTIVE SCHEME

In accordance with relevant requirements of the 2020 Incentive Scheme, the Board is of the view that the exercise conditions of the first exercise period of share options under the first grant of the Company have been fulfilled:

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Explanation of the fulfillment of the exercise conditions of share options:

There is no occurrence of any of the following events on
the part of the Company:
(1) issue of an auditors' report with adverse opinion or
which indicates an inability to give opinion by a certified
public accountant with respect to the financial report of
the Company for its most recent accounting year;
(2) issue of an auditors' report with adverse opinion or	As there is no occurrence of any of
which indicates an inability to give opinion by a certified
public accountant with respect to the internal control of	the relevant events on the part of the
the financial report of the Company for its most recent	Company, the exercise conditions
accounting year;	are fulfilled
(3) failure to conduct profit distribution in accordance
with laws and regulations, the Articles of Association and
public undertakings during the last 36 months after listing;
(4) prohibition from implementation of a share incentive
scheme by laws and regulations;
(5) other circumstances determined by the CSRC.
There is no occurrence of any of the following events on
the part of the Participants:
(1) he or she has been determined by any stock exchange
as an ineligible person in the last 12 months;
(2) he or she has been determined by CSRC and its
delegated agencies as an ineligible person in the last 12
months;
(3) he or she has been imposed by the CSRC or its	As there is no occurrence of any of
delegated agencies with administrative penalties or
measures prohibiting access into the market in the last	the relevant events on the part of the
12 months due to material non-compliance with laws or	participants, the exercise conditions
regulations;	are fulfilled
(4) he or she is prohibited from acting as a Director or
a member of the senior management as required by the
Company Law;
(5) he or she is prohibited from participating in share
incentive schemes of listed companies as required by laws
and regulations;
(6) he or she is under other circumstances determined by
the CSRC.

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Performance appraisal at company level:

Selection of

performance

indicators

Sales volume

Net profit

Threshold

Weights of

performance

I n 2 0 2 0 ,

s a l e s

v o l u m e

o f

indicators

40%

60%

-

automobiles of the Company were

Combined

∑(actual value of performance indicator/target

1.1159 million units, and the net

performance

value of performance indicator) x weight of

profit attributable to shareholders of

coefficient

performance indicator

the listed company was RMB5.362

billion.

The sales

volume of

The net profit

C o m b i n e d p e r f o r m a n c e

automobiles of

coefficient=1.23 ＞1,

meeting

the

shall not be

Combined

First unlocking

requirements for performance

the Company

less than

performance

period

shall not be

appraisal of the Company

RMB4.05

coefficient≥ 1

less than 1.02

billion in 2020

million units in

2020

Note: The "net profit" mentioned above refers to the audited net profit

attributable

to Shareholders

of the

listed

company,

and the

"sales volume" mentioned above refers to the audited annual

sales volume.

Performance appraisal at individual level

Of the 1,651 participants of share

The performance appraisal results of the Participants for

options:

(1) 42 participants of share options

2020 are classified into five grades, i.e., A, B, C, D and

E. The individual performance appraisal results of the

resigned or were re-designated to

Participants are determined as per the table below:

other positions prior to the expiry

of the vesting period. The Company

Whether Qualified

Qualified

Unqualified

cancelled all of their

share options

which have been granted but not yet

Appraisal results

A

B

C

D

E

exercised;

Exercise proportion

100%

0%

(2) 4 participants of share options

were demoted before the expiry of

the vesting period. The Company

cancelled their reduced share options

for the period;

(3) 11 participants of share options

failed in

the 2020 individual

p e r f o r m a n c e a p p r a i s a l . T h e

Company

cancelled

their share

options which have been granted but

not yet exercised for the period;

(4) The remaining 1,598 participants

have met the requirements of

individual

performance appraisal

and fulfilled the exercise conditions

hereof.

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In conclusion, the Board is of the view that the unlocking of restricted shares and the exercise of share options by the Company are in compliance with the Administrative Measures on Share Incentives of Listed Companies and other relevant laws, regulations and regulatory documents as well as the Articles of Association and the 2020 Incentive Scheme, and the unlocking conditions for the first tranche of restricted shares under the first grant and the exercise conditions of the first exercise period of share options under the first grant of the 2020 Incentive Scheme have been satisfied. According to the authorisation of the Company's general meeting, the Company is authorised to handle the matters relating to the unlocking of restricted shares and the exercise of share options in accordance with the relevant requirements of the 2020 Incentive Scheme.

1. PARTICIPANTS ELIGIBLE FOR EXERCISE, NUMBER OF EXERCISEABLE SHARES AND OTHER MATTERS
2. 1. Grant date: 27 April 2020
   2. Option code: 0000000480
   3. Number of exerciseable options: 28,239,034
   4. The number of participants eligible for exercise: 1,598
   5. Exercise price: RMB8.20 per share
   6. Exercise method: "Discretionary exercise" is adopted. Haitong Securities Co., Ltd. is engaged as the agent broker for the discretionary exercise
   7. Source of shares: The ordinary A Shares issued by the Company to the participants
   8. Validity period: 7 May 2021 to 26 April 2022. Shares obtained from the exercise can be listed and traded on the second trading day (T+2) after the exercise date (T)
   9. List of participants and exercise of options:

		Percentage
	Number of	in the total
	exerciseable	number of	Percentage in
	options	share options	the total share
Position	(0'000 shares)	granted (%)	capital (%)
Core management, core technical
(business) backbone staff
(1,598 people)	2,823.9034	33.16	0.31
Total	2,823.9034	33.16	0.31

10. The exercise will not have a significant impact on the Company's shareholding structure, will not change the Company's controlling shareholders and de facto controllers, and will not lead to failure of the Company's shareholding distribution to meet the listing conditions.

Note: the participants who are eligible for exercise of share options do not include Directors and senior management of the Company.

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III. AMORTIZED COST OF SHARE OPTIONS UNDER THE FIRST GRANT

As 1,892,683 share options were cancelled due to the resignation, job re-designation or demotion of participants, or failure of participants in the annual individual performance appraisal, the amortized cost plan of share options under the first grant must be adjusted accordingly. Details are as follows:

			Currency: RMB	Unit: 0'000
Amortized costs
of share options
under the first
grant	2020	2021	2022		2023
9,457.13	3,418.41	3,765.69	1,858.10		414.93

Note: the above amortized costs are subject to the audit results of the accounting firm.

IV. OPINION OF INDEPENDENT NON-EXECUTIVE DIRECTORS

The independent directors of the Company expressed their independent opinion that the exercise arrangement of the Company is in compliance with laws and regulations including the Administrative Measures on Incentive Scheme of Listed Companies and meets the requirements of 2020 Incentive Scheme and Appraisal Measures for Implementation of the 2020 Restricted Share and Share Option Incentive Scheme of Great Wall Motor Company Limited, relevant exercise conditions have been achieved, the Company's application for exercising share options for participants complies with relevant requirements, and there is no prejudice on the interests of the Company and shareholders as a whole. As such, the independent directors approve the exercise of the 28,239,034 share options of 1,598 participants under the first grant of 2020 Incentive Scheme of the Company within the first exercise period in accordance with relevant requirements.

1. OPINION OF THE SUPERVISORY COMMITTEE

The supervisory committee of the Company is of the opinion that the exercise conditions have been fulfilled, the qualifications of 1,598 participants of the share options under the first grant of the 2020 Incentive Scheme are lawful and effective except for certain participants who failed to meet the exercise conditions due to resignation, job re-designation, demotion or failure in the annual individual performance appraisal prior to the expiry of the vesting period, the exercise arrangement for all participants under the Incentive Scheme do not violate the requirements of relevant laws and regulations, and the exercise does not prejudice the interests of the Company and shareholders. The supervisory committee approves the exercise of the 28,239,034 share options of 1,598 participants under the first grant of 2020 Incentive Scheme of the Company within the first exercise period in accordance with relevant requirements.

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VI. CONCLUSIVE VIEWS OF THE LEGAL OPINION

Jincheng Tongda & Neal Law Firm, Beijing is of the opinion that the exercise meets the conditions required under the 2020 Incentive Scheme and Appraisal Measures for Implementation of the 2020 Restricted Share and Share Option Incentive Scheme of Great Wall Motor Company Limited, and the Company has performed the necessary procedures for the exercise in accordance with laws including the Administrative Measures on Incentive Scheme of Listed Companies and the 2020 Incentive Scheme. The resolutions made by the Company are lawful and effective.

This announcement is available on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk), the website of Shanghai Stock Exchange (www.sse.com.cn) and the website of the Company (www.gwm.com.cn).

By order of the Board

Great Wall Motor Company Limited

Xu Hui

Company Secretary

Baoding, Hebei Province, the PRC, 28 April 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.

• For identification purpose only

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