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.

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GREAT WALL MOTOR COMPANY LIMITED*

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

(Stock Code: 2333)

THIRD ANNOUNCEMENT TO CREDITORS OF THE COMPANY

IN RELATION TO THE GRANT OF GENERAL MANDATE TO THE BOARD

TO REPURCHASE H SHARES OF THE COMPANY

This announcement is made pursuant to the disclosure requirements under Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Reference is made to the circular of Great Wall Motor Company Limited (the "Company") dated 23 March 2018 (the "Circular"). Unless otherwise defined in this announcement, the capitalised terms used herein shall have the same meanings as those defined in the Circular.

The AGM, H Shareholders' Class Meeting and A Shareholders' Class Meeting of the Company were convened on 14 May 2018, at which a general mandate was granted to the Board. Details of the general mandate are as below:

  • (1) The Board was authorised to exercise during the Relevant Period all the powers of the Company to repurchase H Shares of the Company with a nominal value of RMB1 per share in issue and listed on the Hong Kong Stock Exchange in accordance with all applicable laws, regulations and rules and/or requirements of the governmental or regulatory bodies in charge of the securities affairs in the PRC, the Hong Kong Stock Exchange, the Shanghai Stock Exchange or any other governmental or regulatory bodies; and

  • (2) The aggregate nominal value of the H Shares of the Company to be repurchased during the Relevant Period shall not exceed 10% of the number of H Shares of the Company in issue as at the date of the passing of relevant resolutions at the AGM and each of the shareholders' class meetings of the Company.

"Relevant Period" means the period from the date of passing of the relevant resolutions until the following date whichever is earlier:

  • (i) the conclusion of the next AGM of the Company following the passing of this resolution;

  • (ii) the expiration of a period of twelve months following the passing of the relevant resolutions at the AGM, the H Shareholders' Class Meeting and the A Shareholders' Class Meeting; or

  • (iii) the date on which authority is granted to shareholders to revoke or vary the relevant special resolutions by a special resolution at a general meeting, or by a special resolution at a H Shareholders' Class Meeting or an A Shareholders' Class Meeting.

Upon completion of the aforesaid repurchase by the Board, the Company will cancel the repurchased H Shares, which will reduce the registered capital of the Company as a result. Accordingly, the Company publishes this announcement in compliance with the Company Law of the People's Republic of China, the Articles of Association of the Company and other relevant regulations.

All creditors of the Company may submit a claim for creditor's rights against the Company since the publication of the announcement dated 14 May 2018 to creditors of the Company in relation to general mandate to the Board to repurchase H Shares of the Company (the "First Notice to Creditors Announcement"). Creditors may require the Company to repay debts or to provide guarantees on the strength of valid documents on creditor's rights, evidence and identification documents within thirty (30) days upon receipt of a notice from the Company, or, in case of a creditor who does not receive such notice, within ninety (90) days from the date of the publication of this announcement; any creditor's rights which are not claimed within the specified periods according to the above method shall be deemed as a waiver of such claim and such creditor's rights shall be settled by the Company in accordance with the agreed time and method.

Method of claiming creditor's rights:

Creditors who intend to claim the aforesaid rights against the Company shall produce the originals and photocopies of a contract, agreement and other evidence which stand as a proof of the debtor-creditor relationship with the Company for claiming creditor's rights. A creditor who is a legal person shall produce the original and photocopy of a duplicate corporate business licence, as well as the original and photocopy of the identification document of its legal representative; if such creditor appoints a proxy to submit a claim, he/she shall also produce the original of a power of attorney authorized by its legal representative as well as original and photocopy of the valid identification document of the proxy. A creditor who is a natural person shall produce the original and photocopy of his/her valid identification document; if such creditor appoints a proxy to submit a claim, he/she shall also produce the original of the power of attorney as well as the original and photocopy of the valid identification document of the proxy.

  • 1. Creditors who submit their claims by mail shall dispatch their documents on creditor's rights to the following address (the date of claim shall be determined by the postmark date of mailing such claim):

    Postal address: No. 2266 Chaoyang Road South, Baoding, Hebei Province, the PRC For the attention of: Mr. Li Hongqiang, Great Wall Motor Company Limited

    Postal Code: 071000

    Special reminder: Please mark "Claim for Creditor's Rights" on the cover of the mail

  • 2. Creditors who submit their claims by fax shall fax their documents on creditor's rights to the following fax number (the date of claim shall be determined by the date of successful fax transmission):

    Fax number: 86-312-2197812

    Special reminder: Please mark "Claim for Creditor's Rights" on the cover of the fax Contact telephone number: 86-312-2197813

    Contact person: Mr. Li Hongqiang

This announcement is available on the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the website of the Company (www.gwm.com.cn).

By Order of the Board

Great Wall Motor Company Limited

Xu Hui

Company Secretary

Baoding, Hebei Province, the PRC, 24 May 2018

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

Executive Directors: Mr. Wei Jian Jun, Ms. Wang Feng Ying and Ms. Yang Zhi Juan.

Non-executive Director: Mr. He Ping.

Independent Non-executive Directors: Mr. Ma Li Hui, Mr. Li Wan Jun and Mr. Ng Chi Kit.

* For identification purposes only

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Great Wall Motor Co. Ltd. published this content on 24 May 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 24 May 2018 12:42:09 UTC