Great Wall Motor : 2015 Annual Report

E-9.pdf

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

A Share Stock Code: 601633

* For identification purpose only

2015

Annual Report

IMPORTANT NOTICE

1. The Board, the Supervisory Committee and the directors, supervisors and senior management of the Company warrant that the information in this annual report is true, accurate and complete and does not contain any false representations, misleading statements or material omissions, and jointly and severally take responsibility for its contents.
2. Director(s) absent from the Board meeting Position of the director(s) absent from the Board meeting Name of the director(s) absent from the Board meeting Reasons for being absent from the Board meeting Representative

   
   

   Independent director Liang Shang Shang

   (Independent non-executive director)

   Work commitment Lu Chuang

   
   

3. Deloitte Touche Tohmatsu Certified Public Accountants LLP (auditor of the Company) has issued the standard audited report for the Company without qualified opinion. The financial information in the annual report was prepared in accordance with China Accounting Standards for Business Enterprises and the relevant laws and regulations.
4. Wei Jian Jun, person-in-charge of the Company, Li Feng Zhen, person-in-charge of the accounting affairs and Lu Cai Juan, person-in-charge of the accounting department (head of the accounting department), declare that they warrant the truthfulness, accuracy and completeness of the financial report in this annual report.
5. Proposal of profit distribution or capitalization of capital reserve during the Reporting Period approved by the Board

   During the Reporting Period, the Company has issued share dividends by way of capitalization of the undistributed profits on the basis of 10 new shares for every 10 shares in issue and distributed a cash dividend of RMB2.50 per 10 shares (tax inclusive) out of the undistributed profits to all shareholders, aggregating to 3,042,423,000 shares and RMB760,605,750 (tax inclusive) based on the total of 3,042,423,000 share capital as of 30 June 2015. The Company has also issued shares to all shareholders by way of capitalization of capital reserve (share premium) on the basis of 10 shares for every 10 shares in issue, aggregating to 3,042,423,000 shares. After the issue of the share dividends and the capitalization of capital reserves, the total share capital of the Company will increase by 6,084,846,000 shares to 9,127,269,000 shares.

   As audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, the net profit of the Company and net profit attributable to shareholders of the Company in 2015 amounted to RMB8,060,364,756.76 and RMB8,059,332,452.64 respectively. The Company proposed to declare a cash dividend of RMB1,734,181,110.00 at RMB0.19 per share (tax inclusive) for the year ended 31 December 2015. This proposal is subject to the approval by the shareholders in the 2015 annual general meeting of the Company.

6. Risks relating to forward-looking statements Forward-looking statements, such as plans for the future and development strategies, contained in this report do not constitute any actual commitment of the Company to investors. Investors should be aware of the relevant risks.
7. Was there any non-operational appropriation of the Company's funds by its controlling shareholders and related parties?

   No

8. Was there any provision of guarantee to external parties in violation of the stipulated decision- making procedures?

   No

9. Reminder of material risks

During the Reporting Period, there were no material risks resulting in any significant impact on the production and operation of the Company. Risks and corresponding measures that the Company may encounter in the course of its production and operation have been described in "Discussion and Analysis concerning the Future Development of the Company" under item III of Section 5 headed "Management Discussion and Analysis" of this report.

CONTENTS

Annual Report 2015

Great Wall Motor Company Limited

Section 1

Definitions 6

Section 2

Corporate Profile and

Key Financial Indicators 8

Section 3

Business Highlights of the Company 16

Section 4

Chairman's Statement 19

Section 5

Management Discussion and Analysis 21

Section 6

Report of the Board 47

Section 7

Report of the Supervisory Committee 54

Section 8

Significant Events 56

Section 9

Changes in Ordinary Shares

and Shareholders 69

Section 10

Directors, Supervisors,

Senior Management and Employees 77

Section 11

Corporate Governance Report 90

Section 12

Financial Report 107

Section 13

Index of Documents Available

for Inspection 256