Great Wall Motor : REVISED NOTICE OF THE EXTRAORDINARY 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.

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)

REVISED NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Reference is made to the notice of the extraordinary general meeting of Great Wall Motor Company Limited (the "Company") dated 28 February 2020 (the "Original Notice of the Extraordinary General Meeting") and the announcement on proposed adoption of the revised Restricted A Share and A Share Option Incentive Scheme dated 13 March 2020 (the "Announcement on the Revised Restricted A Share and A Share Option Incentive Scheme"). Due to the reasons set forth in the Announcement on the Revised Restricted A Share and A Share Option Incentive Scheme and the temporary proposal put forward by Baoding Innovation Great Wall Asset Management Company Limited (保定創新長城資產管理有限公 司), a controlling shareholder of the Company in relation to the expected amount of guarantee provided by the Company to its holding subsidiaries , the extraordinary general meeting (the "EGM") of the Company will be held at 2:00 p.m. on Wednesday, 15 April 2020 at the Company's Conference Room, No. 2266 Chaoyang Road South, Baoding, Hebei Province, the People's Republic of China (the "PRC") to consider and approve the following:

SPECIAL RESOLUTIONS

1. To consider and approve the 2020 Restricted Share and Share Option Incentive Scheme (the first revised draft) of Great Wall Motor Company Limited and its summary (the details of which set out in the circular which was 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 and the supplementary circular 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 27 March 2020);
2. To consider and approve the Appraisal Measures for Implementation of the 2020 Restricted Share and Share Option Incentive Scheme (Revised) of Great Wall Motor Company Limited (the details of which set out in the circular which was 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 and the supplementary circular 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 27 March 2020);

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3. To consider and approve the proposal of Great Wall Motor Company Limited to authorize the Board and its authorized persons to deal with matters regarding the 2020 Restricted Share and Share Option Incentive Scheme in their full discretion (the details of which set out in the circular which was 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);

ORDINARY RESOLUTION

4. To consider and approve the expected amount of guarantee provided by the Company to its holding subsidiaries (the details of which set out in the supplemental circular 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 27 March 2020).

By Order of the Board

Wei Jian Jun

Chairman

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

13 March 2020

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Notes:

1. Since the proxy form for solicitation of votes by Independent Non-executiveDirectors for use at the EGM (the "Original Proxy Form for Solicitation of Votes by Independent Non-executive Directors for Use at the EGM") and the form of proxy for use at the EGM (the "Original Proxy Form for the EGM") dispatched together with the notice of the EGM dated 28 February 2020 made no reference to the revised Share Option Incentive Scheme, the Appraisal Measures for Implementation of the Share Option Incentive Scheme and the details of related authorization, a revised proxy form for solicitation of votes by Independent Non-executiveDirectors for use at the EGM (the "Revised Proxy Form for Solicitation of Votes by Independent Non-executive Directors for Use at the EGM") and the revised form of proxy for use at the EGM (the "Revised Proxy Form for the EGM") have been prepared and enclosed herewith.
   Shareholders who have already submitted the Original Proxy Form for Solicitation of Votes by Independent Non-executive Directors for Use at the EGM or the Original Proxy Form for the EGM should note that the Original Power of Attorney or the Original Proxy Form shall be invalid at the EGM.
   Shareholders who wish to appoint proxies to attend the EGM on their behalf are requested to submit the Revised Proxy Form for Solicitation of Votes by Independent Non-executive Directors for Use at the EGM or the Revised Proxy Form for the EGM in accordance with the following instructions.
2. The register of members of the Company will be closed from Saturday, 14 March 2020 to Wednesday, 15 April 2020 (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, 13 March 2020, are entitled to attend and vote at the EGM after completing the registration procedures for attending the EGM. In order to be entitled to attend and vote at the EGM, all completed share transfer documents should be lodged with the Company's H share registrar not later than 4:30 p.m. on Friday, 13 March 2020 (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
3. Holders of H shares, who intend to attend the EGM, must complete the reply slips (despatched on 28 February 2020) for attending the EGM and return them to the office of the secretary to the Board not later than 20 days before the date of the EGM, i.e. no later than Thursday, 26 March 2020.
   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]
4. Each holder of H shares who has the right to attend and vote at the EGM 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 EGM. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll.

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1. 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.
2. 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 extraordinary general meeting or any adjournment thereof.
3. If a proxy attends the extraordinary general meeting 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 extraordinary general meeting, 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 extraordinary general meeting, 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.
4. Should you wish to appoint Mr. Ma Li Hui, an independent non-executive director, as your proxy to vote for you and on your behalf at the EGM on the resolutions contained herein, please refer to the Announcement of the Company in relation to the Solicitation of Voting Rights by the Independent Non-executive Director and the Revised Proxy Form for Solicitation of Votes by Independent Non-executive Directors for Use at the EGM issued by the Company on 13 March 2020.
5. The on-site registration for attending the extraordinary general 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.
6. The extraordinary general meeting is expected to last for half a day. Shareholders attending the extraordinary general meeting are responsible for their own transportation and accommodation expenses.
7. For A shareholders, please refer to the Notices of the First EGM in 2020, the First H Shareholders' Class Meeting in 2020 and the First A Shareholders' Class Meeting in 2020 of Great Wall Motor Company Limited 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 28 February 2020 and the announcement of Great Wall Motor Company Limited on cancelling resolutions and adding temporary proposals at the First EGM in 2020, the First H Shareholders' Class Meeting in 2020 and the First A Shareholders' Class Meeting in 2020 of Great Wall Motor Company Limited published by the Company on 13 March 2020.

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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