Great Wall Motor : NOTICE OF THE ANNUAL 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

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

NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of Great Wall Motor Company Limited (the "Company") for the year ended 31 December 2016 will be held at 2:00 p.m. on Thursday, 11 May 2017 at the Company's Conference Room, No. 2266 Chaoyang Road South, Baoding, Hebei Province, the People's Republic of China (the "PRC") to consider, approve and authorise the following:

1. to consider and approve the audited financial report for the year 2016 (details of which were stated in the annual report of the Company for the year 2016);

2. to consider and approve the Report of the Board for the year 2016 (details of which were stated in the annual report of the Company for the year 2016);

3. to consider and approve the profit distribution proposal for the year 2016 (details of which were stated in the circular of the Company dated 24 March 2017 and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gwm.com.cn));

4. to consider and approve the annual report of the Company for the year 2016 and its summary report (published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gwm.com.cn));

5. to consider and approve the Report of the Independent Directors for the year 2016 (published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gwm.com.cn));

6. to consider and approve the Report of the Supervisory Committee for the year 2016 (details of which were stated in the annual report of the Company for the year 2016);

7. to consider and approve the operating strategies of the Company for the year 2017 (details of which were stated in the circular of the Company dated 24 March 2017 and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gwm.com.cn));

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 2017 for the audit and review of the financial statements and audit of internal control (the term of such re-appointment shall commence from the date on which this resolution is passed until the date of the convening of the 2017 AGM) and to authorise the board of directors (the "Board") of the Company to fix its remunerations not exceeding RMB3,500,000 (details of which were stated in the circular of the Company dated 24 March 2017 and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gwm.com.cn));

9. to re-elect Mr. Wei Jian Jun as an executive director of the sixth session of the Board. Subject to his appointment as an executive director at the AGM, Mr. Wei Jian Jun will enter into a service agreement with the Company for a term of office commencing from 11 May 2017 and ending on the expiry of the term of the sixth session of the Board, and to authorise the Board to determine his remuneration (biographical details were stated in the circular of the Company dated 24 March 2017 and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gwm.com.cn));

10. to re-elect Ms. Wang Feng Ying as an executive director of the sixth session of the Board. Subject to her appointment as an executive director at the AGM, Ms. Wang Feng Ying will enter into a service agreement with the Company for a term of office commencing from 11 May 2017 and ending on the expiry of the sixth session of the Board, and to authorise the Board to determine her remuneration (biographical details were stated in the circular of the Company dated 24 March 2017 and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gwm.com.cn));

11. to re-elect Ms. Yang Zhi Juan as an executive director of the sixth session of the Board. Subject to her appointment as an executive director at the AGM, Ms. Yang Zhi Juan will enter into a service agreement with the Company for a term of office commencing from 11 May 2017 and ending on the expiry of the term of the sixth session of the Board, and to authorise the Board to determine her remuneration (biographical details were stated in the circular of the Company dated 24 March 2017 and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gwm.com.cn));

12. to re-elect Mr. He Ping as a non-executive director of the sixth session of the Board. Subject to his appointment as a non-executive director at the AGM, Mr. He Ping will enter into an appointment letter with the Company for a term of office commencing from 11 May 2017 and ending on the expiry of the term of the sixth session of the Board, and to authorise the Board to determine his remuneration (biographical details were stated in the circular of the Company dated 24 March 2017 and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gwm.com.cn));

13. to re-elect Mr. Ma Li Hui as an independent non-executive director of the sixth session of the Board. Subject to his appointment as an independent non-executive director at the AGM, Mr. Ma Li Hui will enter into an appointment letter with the Company for a term of office commencing from 11 May 2017 and ending on the expiry of the term of the sixth session of the Board, and to authorise the Board to determine his remuneration (biographical details were stated in the circular of the Company dated 24 March 2017 and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gwm.com.cn));

14. to elect Mr. Li Wan Jun as an independent non-executive director of the sixth session of the Board. Subject to his appointment as an independent non-executive director at the AGM, Mr. Li Wan Jun will enter into an appointment letter with the Company for a term of office commencing from 11 May 2017 and ending on the expiry of the term of the sixth session of the Board, and to authorise the Board to determine his remuneration (biographical details were stated in the circular of the Company dated 24 March 2017 and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gwm.com.cn));

15. to elect Mr. Ng Chi Kit as an independent non-executive director of the sixth session of the Board. Subject to his appointment as an independent non-executive director at the AGM, Mr. Ng Chi Kit will enter into an appointment letter with the Company for a term of office commencing from 11 May 2017 and ending on the expiry of the term of the sixth session of the Board, and to authorise the Board to determine his remuneration (biographical details were stated in the circular of the Company dated 24 March 2017 and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gwm.com.cn));

16. to re-elect Ms. Luo Jin Li as an independent supervisor of the sixth session of the supervisory committee of the Company (the "Supervisory Committee"). Subject to her appointment as an independent supervisor at the AGM, Ms. Luo Jin Li will enter into a service agreement with the Company for a term of office commencing from 11 May 2017 and ending on the expiry of the term of the sixth session of the Supervisory Committee, and to authorise the Supervisory Committee to determine her remuneration (biographical details were stated in the circular of the Company dated 24 March 2017 and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gwm.com.cn));

17. to re-elect Ms. Zong Yi Xiang as an independent supervisor of the sixth session of the Supervisory Committee. Subject to her appointment as an independent supervisor at the AGM, Ms. Zong Yi Xiang will enter into a service agreement with the Company for a term of office commencing from 11 May 2017 and ending on the expiry of the term of the sixth session of the Supervisory Committee, and to authorise the Supervisory Committee to determine her remuneration (biographical details were stated in the circular of the Company dated 24 March 2017 and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gwm.com.cn));

    SPECIAL RESOLUTIONS

18. "THAT the Board be and is hereby authorised to repurchase H Shares of the Company:

19. subject to paragraphs (b) and (c) below, the exercise by the Board during the Relevant Period of all the powers of the Company to repurchase H Shares with a nominal value of RMB1 each of the Company in issue and listed on the Hong Kong Stock Exchange, subject to and in accordance with all applicable laws, regulations and rules and/or requirements of the governmental or regulatory body of securities in the PRC, the Hong Kong Stock Exchange, the Shanghai Stock Exchange or any other governmental or regulatory body be and is hereby approved;

20. The aggregate nominal amount of H Shares authorised to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the number of H Shares in issue as at the date of the passing of this resolution and the passing of the relevant resolutions at the class meetings of shareholders of the Company;

21. the approval in paragraph (a) above shall be conditional upon:

22. the passing of a special resolution on the same terms as the resolution set out in this paragraph (except for this sub-paragraph (c)(i)) at the H Shareholders' Class Meeting of the Company to be held on Thursday, 11 May 2017 (or on such adjourned date as may be applicable) and the A Shareholders' Class Meeting of the Company to be held on Thursday, 11 May 2017 (or on such adjourned date as may be applicable);

23. the approvals of all relevant regulatory authorities having jurisdiction over the Company (if applicable) as required by the laws, regulations and rules of the PRC; and

24. the Company not being required by any of its creditors to repay or to provide guarantees in respect of any amount due to any of them (or if the Company is so required by any of its creditors, the Company having, at its absolute discretion, repaid or provided guarantee in respect of such amount) pursuant to the notification procedure under article 29 of the articles of association of the Company as described above. If the Company determines to repay any amount to any of its creditors in circumstances described under this sub-paragraph (c) (iii), it currently expects to do so out of its internal resources.

25. subject to the approval of all relevant government authorities in the PRC for the repurchase of such shares of the Company being granted and subject to the above-mentioned conditions, the Board be and is hereby authorised to:

26. determine the time, duration, price and number of shares of the repurchase;

27. notify creditors and issue announcements;