Great Wall Motor : NOTICE OF THE H SHAREHOLDERS' CLASS 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.

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 H SHAREHOLDERS' CLASS MEETING

NOTICE IS HEREBY GIVEN that a class meeting of the holders of H shares (the "H Shareholders' Class Meeting") of Great Wall Motor Company Limited (the "Company") will be held at 3:00 p.m. on Wednesday, 15 April 2020 (or as soon as the extraordinary general meeting of the Company shall have been concluded or adjourned) or any adjournment thereof at the Company's Conference Room, No. 2266 Chaoyang Road South, Baoding, Hebei Province, the People's Republic of China (the "PRC") for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolution:

SPECIAL RESOLUTION

1. To consider and approve 2020 Restricted Share and Share Option Incentive Scheme (draft) of Great Wall Motor Company Limited and its summary in the circular (published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gwm.com.cn) on 28 February 2020);
2. To consider and approve Appraisal Measures for Implementation of the 2020 Restricted Share and Share Option Incentive Scheme of Great Wall Motor Company Limited in the circular (published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gwm.com.cn) on 28 February 2020);
3. To consider and approve the proposal to general meeting to authorize the board of directors or its authorized persons to deal with matters regarding 2020 Restricted Share and the Share Option Incentive Scheme of the Company in the circular (published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gwm.com.cn) on 28 February 2020).

By Order of the Board

Wei Jian Jun

Chairman

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

28 February 2020

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Notes:

1. Eligibility for attending the H Shareholders' Class Meeting
   Holders of H shares whose names appear on the H shares register maintained by Computershare Hong Kong Investor Services Limited as at 4:30 p.m. on Friday, 13 March 2020 (Hong Kong time) are eligible to attend the H Shareholders' Class Meeting.
   To qualify for attendance and vote at the H Shareholders' Class Meeting to be held on Wednesday, 15 April 2020, all transfers of H shares accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Friday, 13 March 2020 (Hong Kong time).
2. Proxy
3. 1. A member eligible to attend and vote at the H 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.
   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's Hong Kong 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 designated for holding of the H Shareholders' Class Meeting.
4. Registration procedures for attending the H Shareholders' Class Meeting
5. 1. A shareholder or his/her proxy shall produce proof of identity when attending the H 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 H 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 H shares who intend to attend the H Shareholders' Class Meeting (or any adjournment thereof) should complete the reply slips for attending the H Shareholders' Class Meeting (or any adjournment thereof) and return them to the office of the secretary to the Board not later than 20 days before the date of the H Shareholders' Class Meeting, i.e. no later than Thursday, 26 March 2020.
   3. Shareholders may send the reply slip to the Company in person, by post or by fax.
6. Closure of register of members

The register of members of the Company will be closed from Saturday, 14 March 2020 to Wednesday, 15 April 2020 (both days inclusive).

5. Other businesses

1. The on-site registration for attending the H Shareholders' Class Meeting will be open from 1:00 p.m. to 1:50 p.m. on Wednesday, 15 April 2020, after which no registration in respect of Shareholders' attendance of the meeting will be accepted. The place of registration is at the Conference Room of Great Wall Motor Company Limited, No. 2266 Chaoyang Road South, Baoding, Hebei Province, the PRC.
2. The H Shareholders' Class Meeting will last for approximately half a day. Shareholders who attend shall bear their own travelling and accommodation expenses.

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1. The address of the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, is at:
   Shops 1712-1716, 17th Floor Hopewell Centre
   183 Queen's Road East Wanchai
   Hong Kong
2. The registered address of the Company is at:
   No. 2266 Chaoyang Road South Baoding
   Hebei Province the PRC
   Telephone: [phone]
   Fax: [phone]
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

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: Mr. Ma Li Hui, Mr. Li Wan Jun and Mr. Ng Chi Kit.

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