Great Wall Motor : POLL RESULTS OF ANNUAL GENERAL MEETING，H SHAREHOLDERS’ CLASS MEETING A...

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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)

1. POLL RESULTS OF
2. ANNUAL GENERAL MEETING,
3. H SHAREHOLDERS' CLASS MEETING AND
4. A SHAREHOLDERS' CLASS MEETING
5. DIVIDEND PAYMENT
6. RESIGNATIONS OF DIRECTORS TO TAKE EFFECT

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"), the H shareholders' class meeting of the Company (the "H Shareholders' Class Meeting") and the A shareholders' class meeting of the Company (the "A Shareholders' Class Meeting") (together with the AGM and the H Shareholders' Class Meeting, collectively referred to as the "Meetings") held on Tuesday, 17 May 2016 at No. 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 relevant Meetings.

For details of the resolutions considered at the Meetings, Shareholders may refer to the notice of the AGM (the "Notice of AGM"), the notice of the H Shareholders' Class Meeting (the "Notice of H Shareholders' Class Meeting") and the circular (the "Circular") of the Company, all dated 24 March 2016. Unless otherwise defined in this announcement, capitalised terms used herein shall have the same meanings as those defined in the Circular.

1. CONVENING AND ATTENDANCE OF THE MEETINGS
2. Convening of the Meetings

   The Meetings were held on Tuesday, 17 May 2016 at No. 2266 Chaoyang Road South, Baoding, Hebei Province, the PRC.

   The Meetings were convened by the Board and chaired by Mr. Wei Jian Jun, the chairman of the Board, as physical meetings. None of the resolutions was vetoed or amended at the Meetings. No new proposal was submitted for voting.

   The Meetings have adopted the voting methods 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 (the "A Shareholders") .

3. Attendance of the Meetings

4. Attendance of the AGM

   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 9,127,269,000, 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.

   The Shareholders holding 6,385,288,798 Shares (comprising 5,128,318,211 A Shares and 1,256,970,587 H Shares) with voting rights (which represented 69.96% of the entire issued share capital of the Company) or their proxies were present at the AGM and constituted a quorum of the AGM 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 vote on any of the proposed resolutions at the AGM.

5. Attendance of the H Shareholders' Class Meeting

   A poll was demanded by the chairman of the Board for voting on the proposed resolutions as set out in the Notice of the H Shareholders' Class Meeting which had been delivered to all the holders of H shares of the Company (the "H Shareholders"), and the resolutions were approved by the H Shareholders by way of poll.

   As at the date of the H Shareholders' Class Meeting, the total number of issued H shares of the Company ("H Shares") was 3,099,540,000, which was the total number of issued H Shares entitling the holders to attend and vote for or against the resolutions proposed at the H Shareholders' Class Meeting. None of the H Shareholders is entitled to attend and vote only against the resolutions proposed at the H Shareholders' Class Meeting.

   H Shareholders holding 1,250,735,575 H Shares with voting rights (which represented 40.35% of the total issued H Shares with voting rights) or their proxies were present at, and constituted a quorum of, the H Shareholders' Class Meeting in accordance with the Company Law of the PRC and the Articles. There was no restriction on H Shareholders to cast vote on the proposed resolutions at the H Shareholders' Class Meeting.

6. Attendance of the A Shareholders' Class Meeting

   A poll was demanded by the chairman of the Board for voting on the resolutions to be considered at the A Shareholders' Class Meeting as set out in the Notice of the Annual General Meeting for the Year 2015, the First H Shareholders' Class Meeting for the Year 2016 and the First A Shareholders' Class Meeting for the Year 2016 of Great Wall Motor Company Limited (《長城汽車股份有限公司關於召開 2015 年年度股 東大會、2016 年第一次 H 股類別股東會議及 2016 年第一次 A 股類別股東會議的 通知》) published on the website of the Shanghai Stock Exchange, and the resolutions were approved by the A Shareholders by way of poll.

   As at the date of the A Shareholders' Class Meeting, the total number of issued A shares of the Company ("A Shares") was 6,027,729,000, which was the total number of issued A Shares entitling the holders to attend and vote for or against the resolutions proposed at the A Shareholders' Class Meeting. None of the A Shareholders is entitled to attend and vote only against the resolutions proposed at the A Shareholders' Class Meeting.

   A Shareholders holding 5,128,318,211 A shares with voting rights (which represented 85.08% of the total issued A Shares with voting rights) or their proxies were present at, and constituted a quorum of, the A Shareholders' Class Meeting in accordance with the Company Law of the PRC and the Articles. There was no restriction on A Shareholders to cast vote on the proposed resolutions at the A Shareholders' Class Meeting.

7. POLL RESULTS OF THE MEETINGS
8. Poll results in respect of the resolutions proposed at the AGM

The resolutions set out below correspond to those set out in the notice of AGM. The Shareholders 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 their proxies.

Ordinary Resolutions

1. Resolution: to consider and approve the audited financial report for the year 2015 (details of which were stated in the annual report of the Company for the year 2015)

   Voting result: Passed Poll results:

   Type of shareholders	For		Against		Abstained
   	Number of votes	Percentage (%)	Number of votes	Percentage (%)	Number of votes	Percentage (%)
   A shares	5,128,317,111	100.000	1,100	0.000	0	0.000
   H shares	1,256,426,087	99.957	0	0.000	544,500	0.043
   Total ordinary shares:	6,384,743,198	99.991	1,100	0.000	544,500	0.009

2. Resolution: to consider and approve the Report of the Board for the year 2015 (details of which were stated in the annual report of the Company for the year 2015)

Voting result: Passed Poll results:

Type of shareholders	For		Against		Abstained
	Number of votes	Percentage (%)	Number of votes	Percentage (%)	Number of votes	Percentage (%)
A shares	5,128,317,111	100.000	1,100	0.000	0	0.000
H shares	1,256,426,087	99.957	0	0.000	544,500	0.043
Total ordinary shares:	6,384,743,198	99.991	1,100	0.000	544,500	0.009