Great Wall Motor : PROPOSED ADOPTION OF THE RESTRICTED A SHARE AND A SHARE OPTION INCENTIVE SCHEME (REVISED) CONNECTED TRANSACTIONS AND APPRAISAL MEASURES FOR IMPLEMENTATION OF THE 2019 RESTRICTED SHARE AND SHARE OPTION INCENTIVE SCHEME (REVISED)

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Great Wall Motor Company Limited, you should at once pass this circular and the enclosed proxy form to the purchaser, the transferee, the bank, the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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)

PROPOSED ADOPTION OF THE RESTRICTED A SHARE AND A SHARE OPTION INCENTIVE SCHEME (REVISED)

CONNECTED TRANSACTIONS

AND

APPRAISAL MEASURES FOR

IMPLEMENTATION OF THE 2019 RESTRICTED SHARE AND

SHARE OPTION INCENTIVE SCHEME (REVISED)

INDEPENDENT FINANCIAL ADVISER TO

THE INDEPENDENT BOARD COMMITTEE AND

THE INDEPENDENT SHAREHOLDERS

The EGM, the H Shareholders' Class Meeting and the A Shareholders' Class Meeting of the Company are to be held on Friday, 25 October 2019 at 2:00 p.m., 3:00 p.m. and 4:00 p.m. respectively at the Company's Conference Room, No. 2266 Chaoyang Road South, Baoding, Hebei Province, the PRC. Notices of the EGM and the H Shareholders' Class Meeting have been sent to the Shareholders together with their respective proxy forms, the Independent Non-executive Director's Proxy Forms and the reply slip on 6 September 2019. On 27 September 2019, the Company published the announcement on proposed adoption of the Restricted A Share and A Share Option Incentive Scheme (Revised), mentioning that the Company has revised the 2019 Restricted Share and Share Option Incentive Scheme and the relevant contents, and issued the revised notices, the revised proxy forms and the Independent Non-executive Director's Revised Proxy Forms on the same day. Whether or not you are able to attend the EGM or the relevant class meeting in person, you are requested to complete the revised proxy form enclosed or the Independent Non-executive Director' s Revised Proxy Forms in accordance with the instructions printed thereon. For H Shareholders, the revised proxy form or the Independent Non-executive Director's Revised Proxy Forms should be returned, in person or by post, to the Company's H Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, in any event, not less than 24 hours before the designated time for the commencement of the EGM and/or the H Shareholders' Class Meeting and any adjournment thereof (as the case may be). Completion and return of the revised proxy form or the Independent Non-executive Director's Revised Proxy Forms will not preclude you from attending and voting in person at the EGM and/or the H Shareholders' Class Meeting or any adjournment thereof should you so wish.

• For identification purposes only

9 October 2019

	CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
LETTER FROM THE BOARD . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1. INTRODUCTION . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

2. PROPOSED ADOPTION OF THE RESTRICTED A SHARE AND A

SHARE OPTION INCENTIVE SCHEME (REVISED) . . . . . . . . . . . . .

7

3. PROPOSED ADOPTION OF APPRAISAL MEASURES FOR
IMPLEMENTATION OF THE 2019 RESTRICTED SHARE AND
SHARE OPTION INCENTIVE SCHEME (REVISED) . . . . . . . . . . . . .	18

4. AUTHORIZATION FROM THE GENERAL MEETING TO THE BOARD AND SUCH PERSONS AS AUTHORIZED BY THE BOARD TO HANDLE IN FULL DISCRETION ALL RELATED MATTERS IN

	CONNECTION WITH THE 2019 RESTRICTED SHARE AND SHARE
	OPTION INCENTIVE SCHEME . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
5.	THE EGM AND THE CLASS MEETINGS . . . . . . . . . . . . . . . . . . . . . . .	21
6.	BOOK CLOSURE PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
7.	VOTING BY WAY OF POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
8.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
9.	ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . .	25
LETTER FROM GRAM CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27
APPENDIX I	2019 RESTRICTED SHARE AND SHARE OPTION
		INCENTIVE SCHEME OF GREAT WALL MOTOR
		COMPANY LIMITED (FIRST REVISED DRAFT) . . . . . . .	I-1
APPENDIX II	APPRAISAL MEASURES FOR IMPLEMENTATION OF
		THE 2019 RESTRICTED SHARE AND SHARE OPTION
		INCENTIVE SCHEME OF GREAT WALL MOTOR
		COMPANY LIMITED (REVISED) . . . . . . . . . . . . . . . . . . . .	II-1
APPENDIX III	GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1

- i -

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

"A Shares"	domestic share(s) with a nominal value of RMB1.00 each
	in the share capital of the Company which are listed on
	the Shanghai Stock Exchange and traded in Renminbi
	(Stock Code: 601633);
"A Shareholder(s)"	holders of A Share(s);
"A Shareholders' Class Meeting"	the class meeting of A Shareholders;
"Appraisal Measures"	the Appraisal Measures for Implementation of the 2019
	Restricted Share and Share Option Incentive Scheme of
	Great Wall Motor Company Limited (Revised);
"Articles of Association"	articles of association of the Company, as amended,
	modified or otherwise supplemented from time to time;
"Board"	the board of directors of the Company;
"Class Meetings"	the A Shareholders' Class Meeting and the H
	Shareholders' Class Meeting;
"close associate(s)"	has the meaning ascribed to it under the Hong Kong
	Listing Rules;
"Company" or	長 城 汽 車 股 份 有 限公 司 (Great Wall Motor Company
"Great Wall Motor"	Limited*), a joint stock company incorporated in the
	PRC with limited liability, the H Shares and A Shares of
	which are listed on Hong Kong Stock Exchange and
	Shanghai Stock Exchange, respectively;
"Company Law"	the Company Law of the PRC, as amended from time to
	time;
"connected person(s)"	has the meaning ascribed to it under the Hong Kong
	Listing Rules;
"CSRC"	China Securities Regulatory Commission;
"Director(s)"	director(s) of the Company;

- 1 -

	DEFINITIONS
"EGM"	the extraordinary general meeting of the Company to be
	held on Friday, 25 October 2019 at 2:00 p.m. for the
	purposes of considering and approving, among other
	things, the 2019 Restricted Share and Share Option
	Incentive Scheme (Revised) of the Company as defined
	herein;
"Exercisable Date"	the date on which the Participants are entitled to exercise
	the Share Options, which must be a trading day;
"Exercise Conditions"	the conditions that must be fulfilled by the Participants to
	exercise the Share Options under the Share Option
	Incentive Scheme;
"Exercise Price"	the price determined under the Scheme, at which the
	Participants shall purchase the Shares of the Company;
"Exercise"	the Participants' exercise of the Share Options owned by
	them according to the Share Option Incentive Scheme,
	i.e. the Participants' purchase of target Shares according
	to the conditions as stipulated in the Incentive Scheme;
"Group"	Great Wall Motor Company Limited and its subsidiaries;
"Grant Date"	the date on which the Company shall grant entitlements
	to the Participants, which must be a trading day;
"Grant Price"	the price of each Restricted Share granted to the
	Participants by the Company;
"H Shares"	the overseas-listed foreign share(s) with a nominal value
	of RMB1.00 each in the share capital of the Company
	which are listed on the Main Board of the Hong Kong
	Stock Exchange and traded in Hong Kong dollars (Stock
	Code: 2333);
"H Shareholder(s)"	holders of H Share(s);
"H Shareholders' Class Meeting"	the class meeting of H Shareholders;
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC;
"Hong Kong dollars" or "HK$"	Hong Kong dollars, the lawful currency of Hong Kong;

- 2 -

	DEFINITIONS
"Hong Kong Listing Rules"	Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited, as amended from time
	to time;
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Incentive Scheme", "Scheme"	the 2019 Restricted Share and Share Option Incentive
	Scheme of Great Wall Motor Company Limited;
"Independent Director(s)"	the independent non-executive director(s) of the
	Company;
"Independent Financial Adviser"	Gram Capital Limited, licensed corporation to carry out
or "Gram Capital"	Type 6 (advising on corporate finance) regulated activity
	under the SFO, being the independent financial adviser to
	the Independent Board Committee and Independent
	Shareholders in respect of the first grant of Restricted A
	Shares to the participants who are connected persons of
	the Company by the Company;
"Innovation Great Wall"	Baoding Innovation Great Wall Asset Management
	Company Limited (保 定 創 新 長 城 資 產 管 理 有限 公
	司);
"Latest Practicable Date"	4 October 2019, being the latest practicable date prior to
	the issuance of this circular for ascertaining certain
	information contained herein;
"Lock-up Period"	the period during which the Restricted Shares are
	restricted to be transferred or assigned or used as
	guarantee or for repayment of debts, if the conditions for
	exercise of entitlements by the Participants as stipulated
	in the Incentive Scheme are not satisfied;
"Management Measures"	the Management Measures for Share Incentives of Listed
	Companies;
"Mandatory Provisions"	the Mandatory Provisions for the Articles of Association
	of Companies Listed Overseas;

- 3 -