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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)


ANNOUNCEMENT


ADJUSTMENTS TO MINIMUM ISSUE PRICE AND NUMBER OF SHARES TO BE ISSUED UNDER THE NON-PUBLIC ISSUANCE OF A SHARES

References are made to (i) the circular of Great Wall Motor Company Limited (the 'Company') dated 27 July 2015 and the supplemental circular of the Company dated 7 September 2015 in relation to, among others, the plan on the non-public issuance of A Shares of the Company (the 'Issuance Plan'), and (ii) the announcement of poll results of the extraordinary general meeting of the Company dated 22 September 2015 and the overseas regulatory announcement of the Company on 2015 interim profit distribution of A Shares and capitalisation of capital reserves dated 29 September 2015 which relates to, among others, the approval of the Issuance Plan by the Shareholders and the Company's interim profit distribution of A Shares for the year 2015 and capitalisation of capital reserves. Unless otherwise stated, capitalised terms used in this announcement shall have the same meaning as those defined in the supplemental circular of the Company dated 7 September 2015.

Pursuant to the Issuance Plan, not more than 276,434,000 A Shares will be issued under the Non- Public Issuance and the aggregate proceeds from the Non-Public Issuance is expected to be not more than RMB12.0 billion. The issue price shall be not less than RMB43.41 per A Share. In the event that there is any ex-dividend or ex-right adjustment on A Shares during the period from the Price Determination Date to the date of issue of A Shares under the Non-Public Issuance as a result of distribution of dividends, issue of bonus shares, capitalisation issue, issue of new shares or rights issue, the minimum issue price and number of shares to be issued under the Non-Public Issuance shall be adjusted accordingly.

Upon completion of the Company's interim profit distribution for the year 2015 in respect of the A Shares and the capitalisation of capital reserves, the minimum issue price and the maximum number of shares to be issued under the Non-Public Issuance will be adjusted as follows:

  1. ADJUSTMENT TO MINIMUM ISSUE PRICE

    The price determination date of the Non-Public Issuance A Shares is the date of the announcement in relation to the resolutions passed at the tenth meeting of the fifth session of the board of directors of the Company (i.e. 11 July 2015), and the issue price shall be not less

    than RMB43.41 per A Share. Pursuant to the distribution plan of interim profits of A Shares for the year 2015 and the plan of capitalisation of the capital reserves of the Company, the Company proposed to issue share dividend on the basis of 10 Shares for every 10 Shares in issue, issue Shares by way of capitalisation of the Company's capital reserve on the basis of 10 Shares for every 10 Shares in issue and distribute a cash dividend of RMB2.5 for every 10 Shares (including tax). Upon completion of the distribution, the issue price of the Non-Public Issuance will be adjusted to not less than RMB14.39 per A Share (rounded to the nearest two decimal places).


    The detailed calculation is as follows: Post-adjustment minimum issue price per A Share = (Pre-adjustment minimum issue price for every 10 A Shares - cash dividend for every 10 A Shares)/(10 + number of shares to be issued pursuant to share dividend for every 10 A Shares

    + number of shares to be issued pursuant to capitalisation of capital reserves for every 10 A Shares) = (RMB43.41 x 10 - RMB2.5)/(10 + 10 + 10) = RMB14.39.


  2. ADJUSTMENT TO NUMBER OF SHARES TO BE ISSUED


Under the Issuance Plan, the number of shares to be issued under the Non-Public Issuance shall not exceed 276,434,000 A Shares. Upon completion of the Company's interim profit distribution for the year 2015 and the capitalisation of the capital reserves of the Company, the maximum number of A Shares to be issued under the Non-Public Issuance will be adjusted to not more than 833,912,400 A Shares (rounded to the nearest hundred).


The detailed calculation is as follows: Post-adjustment maximum number of shares to be issued

= Proposed total proceeds from the issuance ÷ Post-adjustment minimum issue price per A Share = RMB12,000,000,000 ÷ RMB14.39 = 833,912,400 A Shares.


Save as the adjustments mentioned above, there are no other changes to the proposal in relation to the Non-Public Issuance of A Shares of the Company.


This announcement will be published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Shanghai Stock Exchange (www.sse.com.cn) and the official website of the Company (www.gwm.com.cn).


By order of the Board

Great Wall Motor Company Limited Xu Hui

Company Secretary


Baoding, the PRC, 13 October 2015


As at the date of this announcement, members of the Board comprise:


Executive Directors: Mr. Wei Jian Jun, Mr. Liu Ping Fu, Ms. Wang Feng Ying, Mr. Hu Ke Gang and Ms. Yang Zhi Juan.


Non-executive Directors: Mr. He Ping and Mr. Niu Jun.


Independent Non-executive Directors: Mr. Wong Chi Hung, Stanley, Mr. Lu Chuang, Mr. Liang Shang Shang and Mr. Ma Li Hui.


* For identification purpose only

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