Great Wall Motor : POLL RESULTS OF THE 2014 ANNUAL GENERAL MEETING AND DIVIDEND PAYMENT

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.

(a joint stock company incorporated in the People's Republic of China with limited liability)

The board of directors (the "Board") of Great Wall Motor Company Limited (the "Company") is pleased to announce the poll results of the annual general meeting (the "AGM"), held on Tuesday,
12 May 2015 at 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") attending the AGM.
For details of the resolutions considered at the AGM, Shareholders may refer to the notice of the
AGM (the "Notice of AGM"), and the circular (the "Circular") of the Company, all dated 20
March 2015. Unless otherwise defined in this announcement, capitalised terms used herein shall have the same meanings as those defined in the Circular.

The AGM was held on Tuesday, 12 May 2015 at the Company's Conference Room, No.
2266 Chaoyang Road South, Baoding, Hebei Province, the PRC.
The AGM was convened by the Board and chaired by Mr. Wei Jian Jun, chairman of the Board of the Company, as a physical meeting. The resolutions were neither vetoed nor amended at the AGM. No new proposal was submitted for voting.
The AGM has adopted the voting modes of a combination of on-site voting and internet voting. Internet voting was conducted through the trading system of the Shanghai Stock Exchange and was participated by the holders of A shares of the Company.

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A poll was demanded by the chairman of the Board for voting on the proposed resolutions as set out in the Notice of AGM which had been delivered to all the Shareholders and the resolutions were approved by the Shareholders by way of poll.
As at the date of the AGM, the total number of issued shares of the Company was
3,042,423,000, which was the total number of issued shares of the Company entitling the holders to attend and vote for or against the resolutions proposed at the AGM. None of the Shareholders is entitled to attend and vote only against the resolutions proposed at the AGM. No Shareholders were required under the Listing Rules to abstain from voting on any of the resolutions proposed at the AGM.
The Shareholders holding 2,297,204,579 shares (comprising 1,733,546,444 A Shares and
563,658,135 H Shares) with voting rights (which represented 75.51% of the entire issued share capital of the Company) or their proxies were present and constituted a quorum of the meeting in accordance with the Company Law of the PRC and the articles of association of the Company (the "Articles"). There was no restriction on the Shareholders to cast votes on the proposed resolutions at the AGM.

The resolutions set out below correspond to those set out in the notice of AGM. The shareholders of the Company present at the AGM considered and approved the following resolutions by way of poll (by way of on-site voting and internet voting). The percentage of voting in respect of each of the following resolutions is based on the total number of A Shares and H Shares held by the Shareholders who attended and voted at the AGM in person or by proxy.

(1) to consider and approve the audited financial report of the Company for the year 2014 (details stated in the annual report of the Company for the year 2014)
Results of consideration: approved
Voting results:

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(2) to consider and approve the Report of the Board for the year 2014 (details stated in the annual report of the Company for the year 2014)
Results of consideration: approved
Voting results:

(3) to consider and approve the profit distribution proposal for the year 2014 (details stated in the circular of the Company dated 20 March 2015)
Results of consideration: approved
Voting results:

(4) to consider and approve the annual report of the Company for the year 2014 and its summary report (published on the Company's website: www.gwm.com.cn)
Results of consideration: approved
Voting results:

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(5) to consider and approve the Report of the Independent Directors for the year 2014 (published on the Company's website: www.gwm.com.cn)
Results of consideration: approved
Voting results:

(6) to consider and approve the Report of the Supervisory Committee for the year 2014 (details stated in the annual report of the Company for the year 2014)
Results of consideration: approved
Voting results:

(7) to consider and approve the strategies of the Company for the year 2015 (details stated in the circular of the Company dated 20 March 2015)
Results of consideration: approved
Voting results:

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(8) to consider and approve the re-appointment of Deloitte Touche Tohmatsu Certified Public
Accountants LLP as the Company's external auditor for the year ending 31 December
2015, the term of such re-appointment shall commence from the date on which this resolution is passed until the date of the next AGM, and to authorise the board of directors (the "Board") of the Company to fix its remunerations (details stated in the circular dated
20 March 2015)
Results of consideration: approved
Voting results:

(9) "to approve and confirm the following proposed amendments to the articles of association of the Company ("Articles of Association") and to authorize any one director or the company secretary of the Company to execute all such documents and/or do all such acts as he/she may deem necessary or expedient and in the interest of the Company in order to effect the proposed amendments, comply with the changes in the PRC laws and regulations, and satisfy the requirements (if any) of the relevant PRC authorities, and to deal with other related issues arising from the amendments to the Articles of Association:
Article 12 of the original Articles of Association which reads as:
"The Company's scope of business shall be consistent with and subject to that approved by the authority responsible for company registrations.
The Company's scope of business is as follows: manufacturing of automobiles and components thereof; production, development, design, processing agency and sale of accessories and provision of after-sale services and consultation services thereof; manufacturing of electronic and mechanical equipments (except for those restricted or prohibited by the State from foreign investment and those with special limitations); processing and manufacturing of moulds; repair and maintenance of automobiles; general cargo freight transportation and special transportation; storage and logistics (a licence is required for operation in the event of an administrative permit involved); export of components and accessories of automobiles manufactured and purchased by the Company; import and export of goods and techniques (excluding those distributed and operated exclusively by the State and except for those restricted by the State); leasing out self-owned buildings and equipment."

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shall be amended to read as:
"The Company's scope of business shall be consistent with and subject to that approved by the authority responsible for company registrations.
The Company's scope of business is as follows: manufacturing of automobiles and components thereof; production, development, design, research and development and technical services, processing agency and sale of accessories and provision of after-sale services and consultation services thereof; information technology services; manufacturing of electronic and mechanical equipments (except for those restricted or prohibited by the State from foreign investment and those with special limitations); processing and manufacturing of moulds; repair and maintenance of automobiles; general cargo freight transportation and special transportation; storage and logistics (a licence is required for operation in the event of an administrative permit involved); export of components and accessories of automobiles manufactured and purchased by the Company; import and export of goods and techniques (excluding those distributed and operated exclusively by the State and except for those restricted by the State); leasing out self-owned buildings and equipment.""
Results of consideration: approved
Voting results:

(10)to consider and, if thought fit, to approve the proposed grant of the following mandate to the Board:
(1) an unconditional general mandate to allot, issue and deal with additional shares in the capital of the Company, whether A Shares or H Shares. Such unconditional general mandate can be exercised once or more than once during the Relevant Period, subject to the following conditions:
(a) such mandate shall not extend beyond the Relevant Period save that the Board may during the Relevant Period make or grant offers, agreements or options which might require the exercise of such powers after the Relevant Period;

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(b) the aggregate nominal amount of shares, whether A Shares or H Shares allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with by the Board pursuant to such mandate, shall not exceed:
(I) 20%, being 401,848,600 A Shares, of the aggregate nominal amount of A Shares in issue; and
(II) 20%, being 206,636,000 H Shares, of the aggregate nominal amount of H Shares in issue,
in each case as of the date of this resolution; and
(c) the Board shall only exercise its power under such mandate in accordance with the Company Law of the PRC and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as the same may be amended from time to time) and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC governmental authorities are obtained; and
(2) contingent on the Board resolving to issue shares pursuant to sub-paragraph (1) of this resolution, the Board be authorised to:
(a) approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the issue of such new shares including (without limitation):
(I) determine the class and number of shares to be issued; (II) determine the issue price of the new shares;
(III) determine the opening and closing dates of the new issue; (IV) determine the use of proceeds of the new issue;
(V) determine the class and number of new shares (if any) to be issued to the existing shareholders;
(VI) make or grant such offers, agreements and options as may be necessary in the exercise of such powers; and
(VII)in the case of an offer or placement of shares to the shareholders of the Company, exclude shareholders of the Company who are resident outside the PRC or the Hong Kong Special Administrative Region of the PRC on account of prohibitions or requirements under overseas laws or regulations or for some other reason(s) which the Board considers expedient;

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(b) increase the registered capital of the Company in accordance with the actual increase of capital by issuing shares pursuant to sub-paragraph (1) of this resolution, register the increased capital with the relevant authorities in the PRC and make such amendments to the articles of association of the Company as it thinks fit so as to reflect the increase in the registered capital of the Company; and
(c) make all necessary filings and registrations with the relevant PRC, Hong Kong and/or other authorities.
For the purpose of this resolution:
"A Shares" means domestic shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and traded in Renminbi by the PRC investors;
"Board" means the board of directors of the Company;
"H Shares" means the overseas listed foreign shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars; and
"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(a) the conclusion of the next annual general meeting of the Company following the passing of this resolution; or
(b) the expiration of the 12-month period following the passing of this resolution; or
(c) the date on which the authority set out in this resolution is revoked or varied by a special resolution of the shareholders in a general meeting.
Results of consideration: approved
Voting results:

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The payment of final dividend of RMB0.80 per Share for the year ended 31 December 2014 to those Shareholders who were registered on the H Share register of members of the Company as at the close of business on Thursday, 21 May 2015 ("Record Date"), was approved by the Shareholders at the AGM.
The method of payment of the dividend by the Company will be as follows:
(1) H Shareholders (excluding Shareholders who are individual investors or enterprise investors in Mainland China investing in shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect.)

¨ In accordance with the relevant regulations and the Articles, dividend payable to the

H Shareholders shall be calculated in Renminbi and paid in Hong Kong dollars. The following conversion formula shall apply:
Dividend in foreign currency = Dividend in Renminbi Hong Kong dollar exchange rate published by
The People's Bank of China on the day prior to the announcement of the dividend
Pursuant to the Articles and for the purpose of the abovementioned final dividend, the date of the announcement of dividend is 12 May 2015. The Hong Kong dollar exchange rate published by The People's Bank of China on 11 May 2015 was RMB0.7884 (HK$1= RMB0.7884). Applying that to the above formula, the dividend for each H Share is HK$1.0147.
≠ Pursuant to the Articles, the Company has appointed Bank of China (Hong Kong) Trustees Limited (the "Receiving Agent"), which is registered as a trust company under the Trustee Ordinance (Chapter 29 of the Laws of Hong Kong), to receive on behalf of H Shareholders dividend declared in respect of the H Shares. The dividend cheques will be issued by the Receiving Agent and will be posted by ordinary mail to H Shareholders at their own risk on or before 25 June 2015 (i.e. the date of distribution of dividend in respect of the H Shares).
(2) Dividends payable to domestic individual shareholders and enterprise investors who invest in our shares listed on the Hong Kong Stock Exchange through the Shanghai-Hong Kong Stock Connect will be paid in RMB by China Securities Depository and Clearing Corporation Limited Shanghai Branch ("CSDC Shanghai Branch") as entrusted by the Company. The Company will pay the above dividends to CSDC Shanghai Branch on 25
June 2015 for distribution thereafter.
(3) The Company will make separate arrangements regarding the payment of dividend to the A Shareholders and related matters.

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According to the "Enterprise Income Tax Law of the People's Republic of China" ({�-À

:llf f1 'it ) and the "Rules of the Implementation of the Enterprise Income

Tax Law of the People's Republic of China" ({�-À :llf f1 'itJlf[�f9 ),
which took effect on 1 January 2008, and the "Notice of the State Administration of Taxation on Issues Relevant to the Withholding of Enterprise Income Tax on Dividend Paid by PRC Enterprises to Offshore Non-resident Enterprise Holders of H Shares" (Guo Shui Han [2008] No. 897) ( � H

f1 [2008]897 ) promulgated on 6 November 2008,

when a company distributes final dividends to non-resident enterprise shareholders whose names appear on the H Share register of members of the company, the company is required to withhold and pay on behalf of such shareholders an enterprise income tax at the rate of
10%. Any shares registered under the name of a non-individual shareholder, including Hong Kong Securities Clearing Company Nominees Limited, other nominee or trustee, and other organisation and group, are deemed as shares held by a non-resident enterprise shareholder. As such, the dividends that he/she is entitled to are subject to the enterprise income tax.
The above requirements are not applicable to the income tax regulations on dividends received by individual investors and enterprise investors in Mainland China who invest in shares listed on Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect.
According to the relevant requirements of the Notice Regarding Tax Policies Related to the
Shanghai-Hong Kong Stock Connect (Finance Tax [2014] No. 81) ({ {i� �mJJ

( [2014]81 )) jointly published by the Ministry of Finance, State Administration of Taxation and China Securities Regulatory Commission, the Company shall withhold an individual income tax at the rate of 20% on dividends derived from the H-Shares listed on the Hong Kong Stock Exchange as acquired by mainland individual investors through the Shanghai-Hong Kong Stock Connect. Reference shall be made to individual income tax regulations for dividends received by mainland securities investment funds from investing in shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect.

The Company will strictly comply with the laws and requirements of relevant government departments, and will withhold and pay the enterprise income tax on behalf of its Shareholders whose names appear on the H Share register of members of the Company on the Record Date. The Company will take no responsibility and will reject any requests from Shareholders whose identity cannot be confirmed within the time frame as stated in the annual results announcement of the Company for the year ended 31 December 2014 or cannot be confirmed at all. Nor will the Company handle any disputes arising from the arrangement of withholding tax. However, the Company may provide assistance to the extent of its ability as appropriate.

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Deloitte Touche Tohmatsu Certified Public Accountants LLP, the auditors 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, Standards on Review Engagements for Certified Public Accountants of China or Standards on other Assurance Engagements for Certified Public Accountants of China, nor did it include provision of any assurance or advice on matters of legal interpretation or voting rights.

The AGM was witnessed by lawyers from Zhong Lun Law Firm (Beijing), the PRC legal adviser of the Company. According to the legal opinion issued by Zhong Lun Law Firm (Beijing), the AGM was convened and held in compliance with laws, administrative regulations, the Rules for the General Meetings of Shareholders of Listed Companies and the Articles. The qualification of the members attending the AGM and the convenor of the AGM was legitimate and valid. The voting procedures and results of the AGM were legitimate and valid.
This announcement is available for viewing on the website of the Hong Kong Exchanges and
Clearing Limited (www.hkexnews.hk) and the website of the Company (www.gwm.com.cn).
By Order of the Board

Company Secretary

Baoding, the PRC, 12 May 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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