Great Wall Motor : REVISED 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)

REVISED NOTICE OF THE H SHAREHOLDERS' CLASS MEETING

Reference is made to the notice of the H Shareholders' class meeting of Great Wall Motor Company Limited (the "Company") dated 28 February 2020 (the "Original Notice of the H Shareholders' Class 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, a class meeting of the holders of H shares (the "H Shareholders' Class Meeting") of 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 the following:

SPECIAL RESOLUTION

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);

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1. To consider and approve the Appraisal Measure 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);
2. 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).

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 H Shareholders' Class Meeting (the "Original Proxy Form for Solicitation of Votes by Independent Non-executive Directors for Use at the H Shareholders' Class Meeting") and the form of proxy for use at the H Shareholders' Class Meeting (the "Original Proxy Form for the H Shareholders' Class Meeting") dispatched together with the notice of the H Shareholders' Class Meeting dated 28 February 2020 made no reference to the further 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 H Shareholders' Class Meeting (the "Revised Proxy Form for Solicitation of Votes by Independent Non-executive Directors for Use at the H Shareholders' Class Meeting") and the revised form of proxy for use at the H Shareholders' Class Meeting (the "Revised Proxy Form for the H Shareholders' Class Meeting") 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 H Shareholders' Class Meeting or the Original Proxy Form for the H Shareholders' Class Meeting should note that the Original Power of Attorney or the Original Proxy Form shall be invalid at the H Shareholders' Class Meeting.
   Shareholders who wish to appoint proxies to attend the H Shareholders' Class Meeting on their behalf are requested to submit the Revised Proxy Form for Solicitation of Votes by Independent Non-executive Directors for Use at the H Shareholders' Class Meeting or the Revised Proxy Form for the H Shareholders' Class Meeting in accordance with the following instructions.
2. 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).
3. Proxy
4. 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. 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 H Shareholders' Class Meeting 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 H Shareholders' Class Meeting issued by the Company on 13 March 2020.

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1. Registration procedures for attending the H Shareholders' Class Meeting
2. 1. A shareholder or his 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 (despatched on 28 February 2020) 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.
3. 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).
4. Other businesses
5. 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.
   3. 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
   4. The registered address of the Company is at:
      No. 2266 Chaoyang Road South Baoding
      Hebei Province the PRC
      Tel: [phone]
      Fax: [phone]
   5. 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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