Great Wall Motor : POLL RESULTS OF EXTRAORDINARY 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.

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)

POLL RESULTS OF

EXTRAORDINARY GENERAL MEETING

AND DIVIDEND PAYMENT

The board of directors (the "Board") of Great Wall Motor Company Limited (the "Company") is pleased to announce the poll results at the extraordinary general meeting (the "EGM" and the "Meeting") of the Company held on Wednesday , 24 February 2021 at No. 2266 Chaoyang Road South, Baoding, Hebei Province, the People's Republic of China (the "PRC"). The resolution proposed was duly passed by the attending shareholders of the Company (the "Shareholders").

For details of the resolution considered at the Meeting, the Shareholders may refer to the notice of the EGM (the "Notice of EGM") and the circular (the "Circular") of the Company, both dated 25

January 2021. 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 MEETING

(i)Convening of the Meeting

The Meeting was held on Wednesday, 24 February 2021 at No. 2266 Chaoyang Road South, Baoding, Hebei Province, the PRC.

The Meeting was convened as an on-site meeting by the Board and chaired by Ms. Yang Zhi Juan, an Executive Director. No resolution was vetoed or amended and no new resolution was proposed for voting at the Meeting. Both on-site voting and online voting methods were adopted for the Meeting. Online 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").

(ii)Attendance of the Meeting

A poll was demanded by the chairman of the Meeting for voting on the proposed resolution as set out in the Notice of EGM which had been delivered to all Shareholders, and the resolution was approved by the Shareholders by way of poll.

As at the date of the EGM, the total number of the issued shares of the Company was 9,175,953,300, representing the total number of the issued shares of the Company which entitled their holders to attend the EGM and vote for or against the resolution proposed thereat. None of the Shareholders who were entitled to attend the EGM was required to vote only against the resolution proposed thereat.

The Shareholders holding 6,186,859,892 Shares (comprising 5,183,863,757 A Shares and 1,002,996,135 H Shares) with voting rights (representing 67.42% of the entire issued share capital of the Company) or their proxies were present at the Meeting, and constituted a quorum of the meeting prescribed by the Company Law of the PRC and the Articles of Association of the Company (the "Articles of Association"). Voting by the Shareholders on any of the proposed resolutions at the EGM was not subject to any restrictions.

2.

VOTING RESULTS OF THE MEETING

The resolution set out below was same as that set out in the Notice of EGM. The Shareholders present at the EGM considered and approved the following resolution by way of poll (both on-site voting and online voting). The percentage of votes on the following resolution is based on the total number of A Shares and H Shares held by the Shareholders who attended and voted at the EGM in person or by proxies.

Ordinary Resolution

Resolution: to consider and approve the profit distribution proposal for the first three quarters of 2020 set out in the circular of the Company dated 25 January 2021 (the details of which are published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gwm.com.cn) on 25 January 2021).

Voting result: Passed

Poll results:

Type of shareholders	For	Against	Abstained
Number of votes	Percent age (%)	Number of votes	Percentage (%)	Number of votes	Percentage (%)
A Shares	5,183,861,557	100	2,200	0	0	0
H Shares	1,002,961,072	99.997	2,563	0	32,500	0.003
Total ordinary shares:	6,186,822,629	99.999	4,763	0	32,500	0.001

3. DIVIDEND PAYMENT

The payment of dividend of RMB0.28 per Share (inclusive of tax) for the year ended 30 September 2020 to Shareholders whose names appear on the H Share register of members of the Company as at the close of business on Monday, 8 March 2021 ("Record Date"), was approved by the Shareholders at the EGM.

The Company will distribute dividends as follows:

• (1) For H Shareholders (excluding Shareholders who are individual or corporate investors in Mainland China and who invest in the shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect)

  ① In accordance with the relevant regulations and the Articles of Association, dividend

  payable to the H Shareholders shall be calculated in RMB 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 of Association and for the purpose of the above-mentioned dividend, the date of the announcement of dividend is 24 February 2021. The Hong Kong dollar exchange rate published by the People's Bank of China on 23 February 2021 was RMB0.83206 (HK$1= RMB0.83206). Based on the above formula, the dividend for each H Share is HK$0.33651.

  ②

  Pursuant to the Articles of Association, 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 the H Share dividends on behalf of H Shareholders. 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 31 March 2021 (i.e. the date of distribution of H Share dividends).

• (2) Dividends payable to Shareholders who are individual and corporate investors in Mainland China and who invest in the shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect will be distributed in RMB by the Shanghai Branch of China Securities Depository and Clearing Corporation Limited ("CSDC Shanghai Branch") as entrusted by the Company. The relevant dividends will be issued by the Company to CSDC Shanghai Branch on 31 March 2021, and will be distributed by CSDC Shanghai Branch on a centralized basis.

• (3) Dividends payable to Shareholders who are individual and corporate investors in Mainland China and who invest in the shares listed on the Hong Kong Stock Exchange through Shenzhen-Hong Kong Stock Connect will be distributed in RMB by the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited ("CSDC 3

Shenzhen Branch") as entrusted by the Company. The relevant dividends will be issued by the Company to CSDC Shenzhen Branch on 31 March 2021, and will be distributed by CSDC Shenzhen Branch on a centralized basis.

(4)

The Company will make separate arrangements regarding the payment of dividend to the A Shareholders and related matters.

4.

WITHHOLDING OF INCOME TAXES ON DIVIDENDS PAID TO NON-RESIDENT ENTERPRISE SHAREHOLDERS

According to the Law of the People's Republic of China on Enterprise Income Tax 《( 中華 人民共和國企業所得稅法》) and the Implementing Rules for the Law of the People's Republic of China on Enterprise Income Tax 《( 中華人民共和國企業所得稅法實施條例》) (collectively, "Enterprise Income Tax Law"), which took effect on 1 January 2008, and the Notice of the State Administration of Taxation on Issues Regarding the Withholding of Enterprise Income Taxes on Dividends Paid by Chinese Resident Enterprises to Overseas H-share Non-resident

Corporate Shareholders (Guo Shui Han [2008] No. 897) 《 ( 國家稅務總局關於中國居民企業 向境外 H 股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》( 國稅函

[2008]897號)) promulgated on 6 November 2008 by the State Administration of Taxation, when the Company distributes the dividends to non-resident corporate Shareholders whose names appear on the H Share register of members, the Company is obliged to withhold and pay on behalf of such Shareholders an enterprise income tax at the rate of 10%. Any shares registered in the name of a non-individual Shareholder, including Hong Kong Securities Clearing Company Nominees Limited, other nominees or trustees, or other organisations and groups, are deemed as shares held by non-resident corporate Shareholders. As such, the dividends that they are 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 and corporate investors in Mainland China who invest in the shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect.

According to the relevant requirements of the Notice on the Tax Policies Concerning the Pilot Program of an Interconnection Mechanism for Transactions in the Shanghai and Hong Kong Stock Markets (Cai Shui [2014] No. 81) 《( 關於滬港股票市場交易互聯互通機制試點有關稅 收政策的通知 ( 財稅[2014]81號)》) and the Notice on the Tax Policies Concerning the Pilot Program of an Interconnection Mechanism for Transactions in the Shenzhen and Hong Kong Stock Markets (Cai Shui [2016] No.127) 《( 關於深港股票市場交易互聯互通機制試點有關 稅收政策的通知 ( 財稅[2016]127號)》) jointly published by the Ministry of Finance, State Administration of Taxation and China Securities Regulatory Commission of the PRC, the Company shall withhold an individual income tax at the rate of 20% on the dividends received by individual investors in Mainland China from the H shares which they invest in through Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect, and which are listed on the Hong Kong Stock Exchange. If an individual investor has already paid a withholding tax abroad, he/she may file an application for tax credit with the competent tax authority of China Securities Depository and Clearing Co., Ltd. on the strength of an effective credit document. Reference shall be made to individual investor tax regulations for dividends received by securities investment funds in Mainland China from the shares which they invest in through Shanghai-Hong Kong StockConnect and Shenzhen-Hong Kong Stock Connect, and which are listed on the Hong Kong Stock Exchange. Dividends received by corporate investors in Mainland China from the shares which they invest in through Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect, and which are listed on the Hong Kong Stock Exchange shall be included in their total income and subject to enterprise income tax in accordance with the law. The Company does not withhold income taxes on dividends for corporate investors in Mainland China. The taxes payable shall be declared and paid by the corporations themselves.

The Company will strictly comply with the laws and the requirements of relevant government departments, and will withhold and pay the enterprise income taxes in strict compliance with the Company's register of H Shareholders on the Record Date. The Company shall not be liable to those Shareholders and shall not accept any requests raised due to the failure to confirm the identification of such Shareholders in time or due to the incapability to confirm their identification, or shall not accept any disputes over withholding tax arrangements. However, the Company may provide assistance to the extent of its ability as appropriate.

• 5. SCRUTINEER

  Deloitte Touche Tohmatsu Certified Public Accountants LLP, the auditor 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, Review Standards for Certified Public Accountants of China or other standards on assurance engagements for certified public accountants of China, nor did it provide any assurance or advice on matters such as the legal interpretation of the voting or voting rights.

• 6. WITNESSED BY LAWYERS

  The Meeting was witnessed by lawyers assigned by Jincheng Tongda & Neal Law Firm, Beijing, the PRC legal adviser of the Company. According to the legal opinion issued by Jincheng Tongda & Neal Law Firm, Beijing, the Meeting was convened and held in compliance with laws, administrative regulations, the Rules for the General Meetings of Shareholders and the Articles of Association. The qualifications of the attendees at the Meeting and of the convenor(s) of the Meeting were legitimate and valid. The voting procedures at the Meeting and the voting results thereat were legitimate and valid.

  This announcement is available 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

Great Wall Motor Company Limited

Xu Hui

Company Secretary

Baoding, Hebei Province, the PRC, 24 February 2021

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: Ms. Yue Ying, Mr. Li Wan Jun and Mr. Ng Chi Kit.

*For identification purpose only