Great Wall Motor : POLL RESULTS OF EXTRAORDINARY GENERAL MEETING H SHAREHOLDERS' CLASS MEETING AND A 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)

POLL RESULTS OF

EXTRAORDINARY GENERAL MEETING,

H SHAREHOLDERS' CLASS MEETING

AND

A SHAREHOLDERS' CLASS MEETING

The board of directors (the "Board") of Great Wall Motor Company Limited (the "Company") is pleased to announce the poll results of the extraordinary general meeting (the "EGM"), the H shareholders' class meeting (the "H Shareholders' Class Meeting") and the A shareholders' class meeting (the "A Shareholders' Class Meeting") (together with the EGM and the H Shareholders' Class Meeting, collectively referred to as the "Meetings") of the Company convened on Friday, 25 October 2019 at No. 2266 Chaoyang Road South, Baoding, Hebei Province, the People's Republic of China (the "PRC"). The resolutions proposed were duly passed by the shareholders of the Company (the "Shareholders") present at the relevant Meetings.

For details of the resolutions considered at the Meetings, Shareholders may refer to the revised notice of the EGM (the "Notice of EGM"), the revised notice of the H Shareholders' Class Meeting (the "Notice of H Shareholders' Class Meeting") and the circular (the "Circular") of the Company, all dated 27 September 2019. Unless otherwise stated in the context of this announcement, the capitalised terms used herein shall have the same meanings as those defined in the Circular.

1. CONVENING AND ATTENDANCE OF THE MEETINGS

1. Convening of the Meetings
   The Meetings were held on Friday, 25 October 2019 at No. 2266 Chaoyang Road South, Baoding, Hebei Province, the PRC.
   The Meetings were convened as on-site meetings by the Board and chaired by Mr. Ma Li Hui, an Independent Non-executive Directors. No resolutions were vetoed or amended and no new resolutions were proposed for voting at the Meetings.
   Both on-site voting and online voting methods were adopted for the Meetings. Online voting was conducted through the trading system of the Shanghai Stock Exchange and was participated by the holders of A shares of the Company (the "A Shareholders").

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1. Attendance of the Meetings

1. Attendance of the EGM

A poll was demanded by the chairman of the Board for voting on the proposed resolutions as set out in the Notice of EGM which had been delivered to all Shareholders, and the resolutions were approved by the Shareholders by way of poll.

As at the date of the EGM, the total number of the issued shares of the Company was 9,127,269,000, representing the total number of the issued shares of the Company which entitled their holders to attend the EGM and vote for or against the resolutions proposed thereat. None of the Shareholders who were entitled to attend the EGM was required to vote only against the resolutions proposed thereat.

The Shareholders holding 5,904,082,274 Shares (comprising 5,212,143,726 A Shares and 691,938,548 H Shares) with voting rights (representing 64.69 % of the entire issued share capital of the Company) or their proxies were present at the meeting, and constituted a quorum of the meeting prescribed by the Company Law of the PRC and the Articles of Association of

the Company (the "Articles of Association"). Voting	by the Shareholders on any of the
proposed resolutions at the EGM was not subject to any	restrictions.

1. Attendance of the H Shareholders' Class Meeting

A	poll was demanded by the chairman of the Board for voting on the proposed resolutions
as	set out in the Notice of H Shareholders' Class Meeting which had been delivered to all the

holders of H shares of the Company (the "H Shareholders"), and the resolutions were approved by the H Shareholders by way of poll.

As at the date of the H Shareholders' Class Meeting, the total number of the issued H shares of the Company (the "H Shares") was 3,099,540,000, representing the total number of the issued H Shares which entitled their holders to attend the H Shareholders' Class Meeting and vote for or against the resolutions proposed thereat. None of the H Shareholders who were entitled to attend the H Shareholders' Class Meeting was required to vote only against the resolutions proposed thereat.

H Shareholders holding 659,758,044 H Shares with voting rights (representing 21.29% of the total issued H Shares with voting rights) or their proxies were present at the H Shareholders' Class Meeting, and constituted a quorum of the meeting prescribed by the Company Law of the PRC and the Articles of Association. Voting by the H Shareholders on the proposed resolutions at the H Shareholders' Class Meeting was not subject to any restrictions.

(iii) Attendance of the A Shareholders' Class Meeting

A poll was demanded by the chairman of the Board for voting on the resolutions to be considered at the A Shareholders' Class Meeting as set out in the Announcement of Great Wall Motor Company Limited on Cancelling Resolutions and Adding Temporary Proposals at the Fourth EGM in 2019, the Second A Shareholders' Class Meeting in 2019 and the Second H Shareholders' Class Meeting in 2019《( 長城汽車股份有限公司關於2019年第四次臨時股東大

會、2019年第二次A股類別股東會議及2019年第二次H股類別股東會議取消議案及增加臨時 提案的公告》) published on the website of Shanghai Stock Exchange, and the resolutions were approved by the A Shareholders by way of poll.

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As at the date of the A Shareholders' Class Meeting, the total number of the issued A shares of the Company (the "A Shares") was 6,027,729,000, representing the total number of the issued A Shares which entitled their holders to attend the A Shareholders' Class Meeting and vote for or against the resolutions proposed thereat. None of the A Shareholders who were entitled to attend the A Shareholders' Class Meeting was required to vote only against the resolutions proposed thereat.

A Shareholders holding 5,212,143,726 A Shares with voting rights (representing 86.47% of the total issued A Shares with voting rights) or their proxies were present at the A Shareholders' Class Meeting, and constituted a quorum of the meeting prescribed by the Company Law of the PRC and the Articles of Association. Voting by the A Shareholders on the proposed resolutions at the A Shareholders' Class Meeting was not subject to any restrictions.

2. VOTING RESULTS OF THE MEETINGS

1. Poll results of the resolutions proposed at the EGM
   The resolutions set out below were the same as those set out in the Notice of EGM. The Shareholders present at the EGM considered and approved the following resolutions by way of poll (both on-site voting and online voting). The percentage of votes on each of the following resolutions was based on the total number of A Shares and H Shares held by the Shareholders who attended and voted at the EGM in person or by proxies.
   Special Resolutions
2. 1. Resolution: to consider and approve 2019 Restricted Share and Share Option Incentive Scheme (the first revised draft) of Great Wall Motor Company Limited and its summary in the Circular (the details of which shall be published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gwm.com.cn) no later than 10 October 2019)
      Voting result: Passed

Poll results:

	For		Against	Abstained
Type of	Number of		Percentage	Number of	Percentage	Number of	Percentage (%)
Shareholders	votes		(%)	votes	(%)	votes
A Shares	5,209,152,757		99.943	2,990,969	0.057	0	0.000
H Shares	415,958,168		60.115	275,980,380	39.885	0	0.000
Total ordinary	5,625,110,925		95.275	278,971,349	4.725	0	0.000
shares

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1. Resolution: to consider and approve the Appraisal Measures for Implementation of the 2019 Restricted Share and Share Option Incentive Scheme of Great Wall Motor Company Limited (Revised) in the Circular (the details of which shall be published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gwm.com.cn) no later than 10 October 2019)

Voting result: Passed

Poll results:

	For		Against	Abstaine
					d
Type of	Number of	Percentag	Number of	Percentage	Number of	Percentage
Shareholders	votes	e (%)	votes	(%)	votes	(%)
A Shares	5,209,109,054	99.942	2,990,969	0.057	43,703	0.001
H Shares	295,917,248	42.767	297,632,208	43.014	98,389,092	14.219
Total ordinary	5,505,026,302	93.241	300,623,177	5.092	98,432,795	1.667
shares

1. Resolution: To consider and approve the proposal to general meeting to authorize the Board or its authorized persons to deal with matters regarding 2019 Restricted Share and the Share Option Incentive Scheme of the Company in the Circular (the details of which shall be published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gwm.com.cn) no later than 10 October 2019)

Voting result: Passed

Poll results:

	For		Against	Abstained
Type of	Number of		Percentage	Number of	Percentage	Number of	Percentage
Shareholders	votes		(%)	votes	(%)	votes	(%)
A Shares	5,209,152,757		99.943	2,990,969	0.057	0	0.000
H Shares	416,857,968		60.245	274,911,380	39.731	169,200	0.024
Total ordinary	5,626,010,725		95.290	277,902,349	4.707	169,200	0.003
shares

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1. Poll results of the resolutions proposed at the H Shareholders' Class Meeting
   The resolutions set out below were the same as those set out in the Notice of H Shareholders' Class Meeting. The H Shareholders present at the H Shareholders' Class Meeting considered and approved the following resolutions by way of poll (on-site voting). The percentage of votes on each of the following resolutions was based on the total number of H Shares held by the H Shareholders who attended and voted at the H Shareholders' Class Meeting in person or by proxies.

Special Resolutions

1. Resolution: to consider and approve 2019 Restricted Share and Share Option Incentive Scheme (the first revised draft) of Great Wall Motor Company Limited and its summary in the Circular (the details of which shall be published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gwm.com.cn) no later than 10 October 2019)

Voting result: N o t Passed

Poll results:

	For		Against	Abstained
Type of	Number of		Percentage	Number of	Percentage	Number of	Percentage (%)
Shareholders	votes		(%)	votes	(%)	votes
H Shares	386,883,164		58.640	272,874,880	41.360	0	0.000

1. Resolution: to consider and approve the Appraisal Measures for Implementation of the 2019 Restricted Share and Share Option Incentive Scheme of Great Wall Motor Company Limited (Revised) in the Circular (the details of which shall be published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gwm.com.cn) no later than 10 October 2019)

Voting result: N o t Passed

Poll results:

	For		Against	Abstained
Type of	Number of		Percentage	Number of	Percentage	Number of	Percentage (%)
Shareholders	votes		(%)	votes	(%)	votes
H Shares	267,011,444		40.471	294,526,708	44.642	98,219,892	14.887

1. Resolution: to consider and approve the proposal to general meeting to authorize the Board or its authorized persons to deal with matters regarding 2019 Restricted Share and the Share Option Incentive Scheme of the Company in the Circular (the details of which shall be published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gwm.com.cn) no later than 10 October 2019)

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Voting result: N o t Passed

Poll results:

	For		Against	Abstained
Type of	Number of		Percentage	Number of	Percentage	Number of	Percentage (%)
Shareholders	votes		(%)	votes	(%)	votes
H Shares	387,922,164		58.798	271,805,880	41.198	30,000	0.004

1. Poll results of the resolutions proposed at the A Shareholders' Class Meeting
   The resolutions set below were the same as those considered by the A Shareholders' Class Meeting as set out in the Announcement of Great Wall Motor Company Limited on Cancelling Resolutions and Adding Temporary Proposals at the Fourth EGM in 2019, the Second A
   Shareholders' Class Meeting in 2019 and the Second H Shareholders' Class Meeting in 2019
   《( 長城汽車股份有限公司關於2019年第四次臨時股東大會、2019年第二次A股類別股東會 議及2019年第二次H股類別股東會議取消議案及增加臨時提案的公告》). The A Shareholders present at the A Shareholders' Class Meeting considered and approved the following resolutions by way of poll (both on-sitevoting and online voting). The percentage of votes on each of the following resolutions was based on the total number of A Shares held by the A Shareholders who attended and voted at the A Shareholders' Class Meeting in person or by proxies.

Special Resolution

1. Resolution: the Resolution on the 2019 Restricted Share and Share Option Incentive Scheme (the First Amended Draft) of Great Wall Motor Company Limited and its Summary

Voting result: Passed

Poll results:

	For		Against	Abstained
Type of	Number of		Percentage	Number of	Percentage	Number of	Percentage (%)
Shareholders	votes		(%)	votes	(%)	votes
A Shares	5,209,152,757		99.943	2,990,969	0.057	0	0.000

1. Resolution: the Resolution on the Appraisal Measures for Implementation of the 2019 Restricted Share and Share Option Incentive Scheme of Great Wall Motor Company Limited (Amended)

Voting result: Passed

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Poll results:

	For		Against	Abstained
Type of	Number of		Percentag	Number of	Percentage	Number of	Percentage (%)
Shareholders	votes		e (%)	votes	(%)	votes
A Shares	5,209,109,054		99.942	2,990,969	0.057	43,703	0.001

1. Resolution: the Resolution on the Proposed Authorisation at a General Meeting to the Board and its Authorised Persons to Deal with Matters Relating to the 2019 Restricted Share and Share Option Incentive Scheme of the Company at Their Full Discretion

Voting result: Passed

Poll results:

	For		Against	Abstained
Type of	Number of		Percentage	Number of	Percentage	Number of	Percentage (%)
Shareholders	votes		(%)	votes	(%)	votes
A Shares	5,209,152,757		99.943	2,990,969	0.057	0	0.000

As the said resolution has not been considered and approved at the H Share Class Meeting of the Company, the said resolution was deemed considered but not approved. Accordingly to the Measures for the Administration of Equity Incentives of Listed Companies, The Company shall not consider the Share Incentive Scheme within three months from the date of this announcement.

Although the share incentive scheme was considered but not approved, the Company will continue to fully motivate the senior management and the business backbone of the Company through an optimized remuneration system and a comprehensive performance assessment system. The Company will actively communicate with Shareholders and continue to research and launch effective long-term incentive schemes when relevant conditions are fully developed so as to enhance the Company's long-term incentives mechanism, thereby attracting and retaining outstanding talents and promoting the healthy development of the Company.

3. SCRUTINEER

Deloitte Touche Tohmatsu Certified Public Accountants LLP, the auditor of the Company, acted as the scrutineer and compared the poll results summary to the poll forms collected and provided by the Company. The work performed by Deloitte Touche Tohmatsu Certified Public Accountants LLP in this respect did not constitute an assurance engagement in

	accordance with the Auditing Standards for Certified Public Accountants of China, Review
	Standards for Certified Public Accountants of China or other standards on assurance
	engagements for certified public accountants of China, nor did it provide any assurance or
	advice on matters such as the legal interpretation of the voting or voting rights.
4.	WITNESSING BY LAWYERS
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The Meetings were witnessed by lawyers assigned by Jincheng Tongda & Neal Law Firm, Beijing, the PRC legal adviser of the Company. According to the legal opinion issued by Jincheng Tongda & Neal Law Firm, Beijing, the Meetings were convened and held in compliance with laws, administrative regulations, the Rules for the General Meetings of Shareholders and the Articles of Association. The qualifications of the attendees at the Meetings and of the convenor(s) of the Meetings were legitimate and valid. The voting procedures at the Meetings and the voting results thereat were legitimate and valid.

This announcement is available on the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) 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, 25 October 2019

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.

• For identification purpose only

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