Great Wall Motor : PROPOSED ADOPTION OF THE RESTRICTED A SHARE AND A SHARE OPTION INCENTIVE SCHEME AND CONNECTED TRANSACTION

January 30, 2020 at 09:50 am

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)

ANNOUNCEMENT

PROPOSED ADOPTION OF THE RESTRICTED A SHARE AND

A SHARE OPTION INCENTIVE SCHEME

AND

CONNECTED TRANSACTION

PROPOSED ADOPTION OF THE RESTRICTED A SHARE AND A SHARE OPTION INCENTIVE SCHEME

Reference is made to the announcements dated 6 September 2019 and 27 September 2019 and the circular dated 9 October 2019 of the Company in relation to the proposed adoption of the restricted A share and A share option incentive scheme by the Company. The Company convened the extraordinary general meeting, the H shareholders' class meeting and the A shareholders' class meeting on 25 October 2019. The restricted A share and A share option incentive scheme has not taken effect as the resolution in connection thereto was not passed by the H shareholders' class meeting.

The Board is pleased to announce that, on 30 January 2020, the Board considered and approved the relevant resolution in relation to proposed adoption of the Restricted A Share and A Share Option Incentive Scheme. The Incentive Scheme shall become effective upon consideration and approval of the general meeting and the Class Meetings of the Company. Before the general meeting and the Class Meetings are held for approval of the Incentive Scheme, the Company may amend the Incentive Scheme upon the request of the regulatory authorities of the PRC and/ or Hong Kong.

HONG KONG LISTING RULES IMPLICATION

The Restricted A Share Incentive Scheme
The Restricted Shares Incentive Scheme does not constitute a Share Option Scheme under Chapter 17 of the Hong Kong Listing Rules. The grant of the Restricted A Shares to connected persons of the Company under the Restricted Shares Incentive Scheme will constitute a non-exempt connected transaction of the Company, which is subject to reporting, announcement and independent shareholders' approval requirements under Chapter 14A of the Hong Kong Listing Rules. An independent Board committee will be established by the Company to advise the independent shareholders' of the Company in respect of the grant of the Restricted A Shares to the Participants who are connected persons of the Company. Gram Capital, an independent financial adviser will also be appointed by the Company to advise the independent Board committee and the independent shareholders of the Company in respect of the grant of the Restricted A Shares to the Participants who are connected persons of the Company.

The A Share Option Incentive Scheme
The Share Option Incentive Scheme constitutes a Share Option Scheme under Chapter 17 of the Hong Kong Listing Rules. Pursuant to Rule 14A.92(3)(a) of the Hong Kong Listing Rules, the grant of Share Options to any Participants who are connected persons of the Company under the Share Option Incentive Scheme is exempted from reporting, announcement and independent shareholders' approval requirements. The Company will apply for a waiver from strict compliance with the requirement of note 1 to Rule 17.03(9) of the Hong Kong Listing Rules in respect of the Exercise Price of the Share Options which may be granted under the Share Option Incentive Scheme.

EXTRAORDINARY GENERAL MEETING AND CLASS MEETINGS

An extraordinary general meeting and Class Meetings of the Company will be held to consider and approve at discretion, amongst other things, proposed adoption of the Restricted A Share and A Share Option Incentive Scheme. The Company will despatch the notice of the extraordinary general meeting, the notices of the Class Meetings and the circular containing further details of the terms of the Restricted A Share and A Share Option Incentive Scheme to the Shareholders upon determining the convening date of the extraordinary general meeting and Class Meetings in accordance with the requirements under the Hong Kong Listing Rules and the Articles of Association.

PROPOSED ADOPTION OF THE RESTRICTED A SHARE AND A SHARE OPTION INCENTIVE SCHEME

Purpose of the Incentive Scheme
The Company has established the long-term Incentive Scheme in accordance with the Company Law, the Securities Law, the Management Measures and other relevant laws, regulations and regulatory documents, as well as provisions of the Articles of Association, for the purpose of further establishing and improving the incentive mechanism, attracting and retaining talented individuals, fully mobilizing the enthusiasm of senior management and other core backbone staff of the Company, bonding the interests of Shareholders, the Company and core individuals together effectively, improving the Company's operation and management, promoting the smooth and rapid improvement of the Company's performance and ensuring the successful achievement of the Company's long-term development goals.

Administrative Body of the Incentive Scheme
1. The general meeting, as the ultimate authority of the Company, shall be responsible for considering and approving the implementation, modification and termination of the Incentive Scheme. The general meeting may, within its powers and authority, authorise the Board to handle certain matters relating to the Incentive Scheme.

The Board shall act as the executive and administrative body for the Incentive Scheme and be responsible for the implementation of the Incentive Scheme. The Remuneration Committee under the Board shall be responsible for drafting and revising the Incentive Scheme, and submitting the Incentive Scheme to the Board for review and approval. Upon approval by the Board, the Incentive Scheme shall be further submitted to the general meeting, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting for consideration and approval. The Board may handle other matters relating to the Incentive Scheme within its scope of authority as delegated by the general meeting.
The Supervisory Committee and the Independent Director(s) shall act as the supervisory authority for the Incentive Scheme, and shall issue opinions as to whether the Incentive Scheme is beneficial to the sustainable development of the Company or is significantly detrimental to the interests of the Company and the shareholders as a whole. The Supervisory Committee shall supervise the implementation of the Incentive Scheme as to whether it is in compliance with the relevant laws, regulations, regulatory documents and operational rules of the Stock Exchange, and shall be responsible for verifying the list of the Participants. The Independent Director(s) shall solicit voting rights by proxy from all shareholders in respect of the Incentive Scheme.

Where amendments have been made to the Incentive Scheme before the Incentive Scheme is passed at the general meeting, the Independent Director(s) and the Supervisory Committee shall issue independent opinions as to whether the amended Incentive Scheme is beneficial to the sustainable development of the Company or is significantly detrimental to the interests of the Company and the shareholders as a whole.

Before any entitlements are granted to a Participant, the Independent Director(s) and the Supervisory Committee shall issue clear opinions on the conditions to be fulfilled for the Participant to receive such entitlements stipulated under the Incentive Scheme. In the event of any discrepancy between the entitlements granted to a Participant and the arrangement under the Scheme, the Independent Director(s) and the Supervisory Committee (where there is a change of the Participants) shall simultaneously issue clear opinions thereon.

Before the exercise by a Participant, the Independent Directors and the Supervisory Committee shall issue clear opinions as to whether the conditions stipulated under the Share Option Incentive Scheme for the Participant to exercise such entitlements have been fulfilled.

Basis for Determining the Participants and the Scope of Participants

1. Basis for Determining the Participants Legal Basis for Determining the Participants

Participants of the Incentive Scheme are determined in accordance with the Company Law, the Securities Law, the Management Measures and other relevant laws, regulations and regulatory documents, as well as provisions of the Articles of Association with reference to the actual situations of the Company.

Persons who are under the following circumstances may not be Participants, if he or she:

has been determined by any stock exchange as an ineligible person in the last 12 months;
has been determined by CSRC and its delegated agencies as an ineligible person in the last 12 months;
has been imposed by the CSRC or its delegated agencies with administrative penalties or measures prohibiting access into the market in the last 12 months due to material non-compliance of laws or regulations;
is prohibited from acting as a Director or a member of the senior management as required by the Company Law;
is prohibited from participating in share incentive schemes of listed companies as required by laws and regulations;
is under other circumstances determined by the CSRC.

Position Basis for Determining the Participants

The Participants of the grant under the Incentive Scheme shall be the Company's senior management, core technical or business personnel, directors and senior management of certain subsidiaries and other employees that the Company believes should be motivated and have a direct impact on the Company's operation performance and future development (but excluding the Company's Directors, Supervisors, the Shareholders individually or in aggregate holding 5% or more of the Shares of the Company or the de facto controllers and their spouses, parents or children).

2. Scope of Participants

There are 1,966 Participants of the grant under the Incentive Scheme in total, including:

senior management of the Company;
core management personnel of the Company;
core technical (business) backbone staff of the Company;
directors and senior management of certain subsidiaries.

The Participants of the grant under the Incentive Scheme exclude the Company's Directors, Supervisors, the Shareholders individually or in aggregate holding 5% or more of the Shares of the Company or the de facto controllers and their spouses, parents or children.

Among the Participants of the grant, senior management must be elected by the general meeting of the Company or appointed by the Board of the Company. All the Participants must hold positions in and enter into labour contracts with the Company (including the Company's subsidiaries listed in the consolidated statements) within the validity period of the Incentive Scheme.

The Participants of the reserved grant will be determined within 12 months after the Incentive Scheme is considered and approved by the general meeting, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting. Upon the proposal by the Board and after the Independent Directors and the Supervisory Committee provide clear opinions and the legal advisors provide professional opinions and legal opinions, the Company shall disclose relevant information of the current Participants on the designated website in a timely and accurately manner. If the Participants are not determined for more than 12 months, the reserved interests will lapse. The scope of the Participants of the reserved grant only covers new Participants, including new employees of the Company and current employees that become qualified by promotion.

3. Verification of Participants

After the Board has reviewed and approved the Incentive Scheme, the Company shall internally publish the names and the positions of the Participants before the general meeting, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting are convened through its website or other channels for a period of no less than 10 days.
The Supervisory Committee of the Company shall verify the list of the Participants and thoroughly consider opinions from the public. The Company shall publish the opinions of the Supervisory Committee on the verification and the public opinions in relation to the list of the Participants 5 days before the Incentive Scheme is considered at the general meeting, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting of the Company. Any adjustments to the list of the Participants made by the Board shall also be subject to verification by the Supervisory Committee of the Company.

IV. Specific Contents of the Incentive Scheme

The Incentive Scheme consists of the Restricted Share Incentive Scheme and the Share Option Incentive Scheme. The Restricted Shares and the Share Options shall be granted after the relevant procedures have been performed. The validity period of the Incentive Scheme shall commence on the Grant Date of the Restricted Shares and Share Options and end on the date of unlocking all the Restricted Shares or the repurchase and cancellation of such shares or the date on which the Share Options have been exercised or cancelled, which shall not exceed 48 months.

The number of Share Options to be granted to the Participants under the Incentive Scheme is 178,349,900 in total, and the underlying shares of the Share Options are RMB ordinary A Shares, representing approximately 1.954% of the total number of Shares of the Company (i.e. 9,127,269,000 Shares) as at the date of the announcement of the draft of the Incentive Scheme, of which 142,679,900 Share Options will be granted under the first grant, representing 80% of the total number of Share Options may be granted under the Incentive Scheme and 1.563% of the total number of Shares of the Company (i.e. 9,127,269,000 Shares) as at the date of the announcement of the draft of the Incentive Scheme; and 35,670,000 Share Options will be reserved, representing 20% of the total number of Share Options may be granted under the Incentive Scheme and 0.391% of the total number of Shares of the Company (i.e. 9,127,269,000 Shares) as at the date of the announcement of the draft of the Incentive Scheme.

The Restricted Shares Incentive Scheme

Source of Shares of the Restricted Shares Incentive Scheme

The source of the underlying shares of the Restricted Share Incentive Scheme shall be ordinary A Shares to be directly issued to the Participants by the Company.

(II) Number of the Underlying Shares of the Incentive Scheme

The Company intends to grant 68,440,900 Restricted Shares to the Participants, representing 0.750% of the total number of Shares of the Company (i.e. 9,127,269,000 Shares) as at the date of the announcement of the draft of the Incentive Scheme, of which 54,752,700 shares will be granted under the first grant, representing 80% of the total number of Restricted Shares may be granted under the Incentive Scheme and 0.600% of the total number of Shares of the Company (i.e. 9,127,269,000 Shares) as at the date of the announcement of the draft of the Incentive Scheme; and 13,688,200 shares will be reserved, representing 20% of the total number of Restricted Shares may be granted under the Incentive Scheme and 0.150% of the total number of Shares of the Company (i.e. 9,127,269,000 Shares) as at the date of the announcement of the draft of the Incentive Scheme.

In addition, the Company has not engaged in the issuance of any equity securities within 12 months immediately preceding the date of this announcement.

The Allocation of the Restricted Shares Granted to the Participants (Including the Connected Persons of the Company that are Identified Pursuant to Hong Kong Regulations)

			Percentage to	Percentage to
		Number of	the total
		the Restricted	number of	the current
		Shares granted	the Restricted	total number
Name	Position	(0' 000 shares)	Shares granted	of Shares

Hu Shu Jie#	Deputy General
	Manager	200.00	2.92%	0.022%

Zhao Guo Qing#	Deputy General
	Manager	138.00	2.02%	0.015%

Xu Hui#	Board Secretary	43.00	0.63%	0.005%

Liu Yu Xin#	Chief Financial
	Controller	25.00	0.37%	0.003%

Zheng Chun Lai*	Director of
	subsidiaries,
	General Manager	40.00	0.58%	0.004%

Zhang De Hui*	Director of
	subsidiaries,
	General Manager	40.00	0.58%	0.004%

Li Rui Feng*	Director of
	subsidiaries,
	General Manager	126.00	1.84%	0.014%

Core management, core technical (business)
backbone staff (287 people)	4,863.27	71.06%	0.533%

Reserved Grant	1,368.82	20.00%	0.150%

	Total	6,844.09	100.00%	0.750%

The grantor of connected persons pursuant to Hong Kong regulations: Director or General Manager of the Company's certain significant subsidiaries, who are the connected persons of the Company as defined in the Hong Kong Listing Rules.

The related parties as defined in the laws and regulations of PRC.

Note:

The total Shares of the Company to be granted under the Share Option Incentive Scheme within the validity period to any one of the above-mentioned Participants will not exceed 1% of the total number of Shares of the Company. The total underlying shares of the Company involved under the fully effective Incentive Schemes will not exceed 10% of the total number of Shares of the Company as at the date of the proposal of the Share Option Incentive Scheme at the general meeting, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting.
The Participants of the Incentive Scheme exclude the Company's Directors, Supervisors, the Shareholders individually or in aggregate holding 5% or more of the Shares of the Company or the de facto controllers and their spouses, parents or children.

The number of the Restricted Shares to be granted to the connected person(s) is determined on the same basis for determining the number of the Restricted Shares to be granted to the above Participants.

The Participants' list of Restricted Shares under the first grant does not include Directors of the Company. Therefore, no Director is required to abstain from voting on the proposal of Restricted A Shares and other related proposals.

(IV) Validity Period, Grant Date, Lock-up Period and Unlocking Arrangement and Lock-up Period of the Restricted Share Incentive Scheme

Validity period of the Restricted Share Incentive Scheme
The validity period of the Incentive Scheme shall commence on the date on which the Restricted Shares have been granted and end on the date of unlocking all the Restricted Shares or the repurchase and cancellation of such shares, which shall not exceed 48 months.
Grant Date
The Grant Date shall be determined by the Board after the Incentive Scheme is considered and passed at the general meeting, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting of the Company. The Company shall grant the Restricted Shares and complete the announcement and registration procedures within 60 days from the date on which the Incentive Scheme is considered and passed at the general meeting, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting of the Company, failing which the Company shall disclose the reasons for the failure and announce termination of the Incentive Scheme and the Restricted Shares which have not been granted will lapse. The Grant Date of part of the reserved Restricted Shares is the date of announcement of the resolutions of the Board to consider the grant of that part of Restricted Shares.
The Grant Date must be a trading day and must not fall within any of the following periods:
- the period commencing from 60 days prior to the publication of annual reports or 30 days prior to the publication of semi-annual and quarterly reports of the Company, or in the event of delay in publishing the annual reports for special reasons, 60 days prior to the original date of publication and up to the date of publication of annual reports, or in the event of delay in publishing the semi-annual and quarterly reports for special reasons, 30 days prior to the original date of publication of semi-annual and quarterly reports and up to the date of publication;

the period commencing from 10 days prior to the publication of the announcement of results forecast and preliminary results of the Company;

the period commencing from the date of occurrence of any significant event which may have significant effect on the trading prices of the Company's shares and their derivatives or the date on which relevant decision-making procedures start and ending on the second trading day following the publication in accordance with laws;

other periods as stipulated by the CSRC, the Shanghai Stock Exchange and The Stock Exchange of Hong Kong Limited.

The above-mentioned period during which the Company is not allowed to grant Restricted Shares is not included in the period of 60 days. In case of shareholding reduction by the Company's Directors and senior management as the Participants within six months before the grant of Restricted Shares, the grant of Restricted Shares shall be postponed for six months from the date of the last shareholding reduction in accordance with the short-swing trading provisions under the Securities Law.

Note: The dates mentioned in ① and ② above are based on whichever is longer.

3. Lock-up Period

The Lock-up Period for the Restricted Shares granted to the Participants are subject to different Lock-up Periods. The Lock-up Period for the first grant of Restricted Shares shall be 12, 24 or 36 months; the Lock-up Period for the reserved Restricted Shares shall be 12 or 24 months, both are commencing from the date of the grant. The shares and dividends obtained by the Participants due to the grant of the Restricted Shares not yet unlocked to them arising from capitalisation issue, bonus issue, share sub-division, etc. shall be subject to locking in accordance with the Incentive Scheme, and shall not be sold in the secondary market or otherwise transferred. The Unlocking Period of such shares is the same as that of the Restricted Shares. If the Company repurchases the Restricted Shares not yet unlocked, such shares shall be repurchased at the same time.

During the Lock-up Period, the Restricted Shares which are granted to the Participants under the Incentive Scheme and remain unlocked shall not be transferred, pledged for guarantees, charged or used for repayment of debt.

Upon unlocking, the Company shall proceed with the unlocking for the Participants who satisfy unlocking conditions, and the Restricted Shares held by the Participants who do not satisfy the unlocking conditions shall be repurchased and cancelled by the Company.

4. Unlocking arrangement

The Unlocking Period and unlocking schedule for the Restricted Shares under the first grant of the Incentive Scheme is shown in the table below:

		Unlocking
Unlocking arrangement	Unlocking time	proportion

First Unlocking Period for the	Commencing from the first trading day upon	50%
Restricted Shares under the	the expiry of 12 months from the date of the
first grant	first grant to the last trading day upon the
	expiry of 24 months from the date of the first
	grant

Second Unlocking Period for	Commencing from the first trading day upon	30%
the Restricted Shares under the	the expiry of 24 months from the date of the
first grant	first grant to the last trading day upon the
	expiry of 36 months from the date of the first
	grant

Third Unlocking Period for the	Commencing from the first trading day upon	20%
Restricted Shares under the	the expiry of 36 months from the date of the
first grant	first grant to the last trading day upon the
	expiry of 48 months from the date of the first
	grant

If the Restricted Shares under the reserved grant of the Incentive Scheme will be granted in 2021, the unlocking schedule for such shares shall be as follows:

		Unlocking
Unlocking arrangement	Unlocking time	proportion

First Unlocking Period for the	Commencing from the first trading day upon	50%
reserved Restricted Shares	the expiry of 12 months from the date of the
	reserved grant to the last trading day upon
	the expiry of 24 months from the date of the
	reserved grant

Second Unlocking Period for	Commencing from the first trading day upon	50%
the reserved Restricted Shares	the expiry of 24 months from the date of the
	reserved grant to the last trading day upon
	the expiry of 36 months from the date of the
	reserved grant

For Restricted Shares that have not been applied for unlocking or cannot be applied for unlocking due to failure to meet the unlocking conditions during the aforesaid Unlocking Periods, the Company will repurchase and cancel such Restricted Shares from relevant Participants in accordance with the principles of the Scheme.

1. Lock-upperiod
  The lock-up arrangement under this Restricted Share Incentive Scheme shall be implemented in accordance with the Company Law, the Securities Law and other relevant laws, regulations and regulatory documents as well as the requirements of the Articles of Association. Specific contents are as follows:
2. 1. Where a Participant is a member of the senior management of the Company, the number of shares of the Company which may be transferred by the Participant each year during his/her term of office shall not exceed 25% of the total number of the shares of the Company held by him/her. No shares of the Company held by him/her shall be transferred within six months after his/her termination of office.
  2. Where a Participant is a member of the senior management of the Company and he/she disposes of any shares of the Company within six months after acquisition or buys back such shares within six months after disposal, all gains arising therefrom shall be accounted to the Company and the Board will collect all such gains.
  3. If, during the validity period of the Incentive Scheme, there is any amendment to the requirements regarding transfer of shares by a member of the senior management of the Company under the Company Law, the Securities Law and other relevant laws, regulations, regulatory documents and the Articles of Association, such amended requirements thereunder shall apply to the shares transferred by the Participants during the relevant times.
The Grant Price of the Restricted Shares and the Basis of Determination for the Grant Price
1. Grant price of the Restricted Shares under first grant
  The grant price of the Restricted Shares under first grant shall be RMB4.37 per share. Upon fulfilment of the grant conditions, each Participant is entitled to acquire the Restricted Shares newly issued to the Participants by the Company at the price of RMB4.37 per share.
2. Basis of determination for the grant price of the Restricted Shares under first grant
  The grant price of the Restricted Shares under first grant shall not be lower than the carrying amount of the shares, and not lower than the higher of the followings:
3. 1. 50% of the average trading price of the shares (i.e. RMB4.23 per share) on the trading day preceding the date of the announcement of the draft of the Incentive Scheme;
  2. 50% of the average trading price of the shares (i.e. RMB4.37 per share) for 20 trading days preceding the date of the announcement of the draft of the Incentive Scheme.

In addition, the closing price of A Shares as quoted on the Shanghai Stock Exchange on 23 January 2020 was RMB8.35 per share.

3. Basis of determination for the grant price of the reserved Restricted Shares

The grant of the reserved Restricted Shares is subject to the consideration and approval of related resolution by the Board and the disclosure of related information. The grant price of the reserved Restricted Shares shall not be lower than the carrying amount of the shares, and not lower than the higher of the followings:

50% of the average trading price of the shares on the trading day preceding the date of the announcement of the Board resolution on the grant of the reserved Restricted Shares;
50% of the average trading price of the shares for 20, 60 or 120 trading days preceding the date of the announcement of the Board resolution on the grant of the reserved Restricted Shares.

The grant price is fixed in compliance with Article 23 of the Management Measures issued by the CSRC, which states that:

"When a listed company grants restricted shares to participants, it should fix the grant price or the method of determining the grant price. The grant price must not be lower than the nominal value of the share, and in principle must not be lower than the higher of:

50% of the average trading price of the company's shares on the trading day immediately before the announcement of the draft share incentive scheme;
50% of the average trading price of the company's shares for the previous 20 trading days or 60 trading days or 120 trading days immediately before the announcement of the draft share incentive scheme.

If a listed company adopts other methods to determine the grant price of restricted shares, it shall explain the pricing basis and method in the share incentive scheme."

The determination of the grant price has fully taken into account the Company's current share price and market practices. The grant price represents a large discount to the corresponding A Share market price, which is intended to improve the incentive, attract and retain talented individuals, so that the interests of Shareholders and the Company as well as the personal interests of the key personnel are bonded together to better realize the interests of all Shareholders.

Meanwhile, the grant price is fixed in compliance with Article 23 of the Management Measures issued by the CSRC.

Above all, the grant price is fair and reasonable to Independent Shareholders.

4. The total funds to be raised and the proposed use of the proceeds

Based on the grant price of the Restricted Shares under the first grant, the total funds to be raised from the first grant of the Restricted Shares is estimated to be approximately RMB239,269,300. The grant of the reserved Restricted Shares shall be implemented in accordance with the aforementioned basis of determination. These proceeds are intended to be used as general working capital of the Company.

(VI) Conditions on Grant and Unlocking of the Restricted Shares

1. Conditions on grant of the Restricted Shares

Restricted Shares may be granted to the Participants by the Company upon satisfaction of all of the following conditions. In other words, Restricted Shares cannot be granted to the Participants if any of the following conditions of grant is not satisfied.

There is no occurrence of any of the following events on the part of the Company:

issue of an auditors' report with adverse opinion or which indicates an inability to give opinion by a certified public accountant with respect to the financial report of the Company for its most recent accounting year;

issue of an auditors' report with adverse opinion or which indicates an inability to give opinion by a certified public accountant with respect to the internal control of the financial report of the Company for its most recent accounting year;

failure to conduct profit distribution in accordance with laws and regulations, the Articles of Association and public undertakings during the last 36 months after listing;

prohibition from implementation of a share incentive scheme by laws and regulations;

other circumstances determined by the CSRC.

There is no occurrence of any of the following events on the part of the Participants:

he or she has been determined by any stock exchange as an ineligible person in the last 12 months;

he or she has been determined by the CSRC and its delegated agencies as an ineligible person in the last 12 months;

he or she has been imposed by the CSRC or its delegated agencies with administrative penalties or measures prohibiting access into the market in the last 12 months due to material non-compliance of laws or regulations;

he or she is prohibited from acting as a Director or a member of the senior management as required by the Company Law;

he or she is prohibited from participating in share incentive schemes of listed companies as required by laws and regulations;

⑥ he or she is under other circumstances determined by the CSRC.

2. Conditions on unlocking of the Restricted Shares

During the Lock-up Period, the following conditions must be fulfilled before the Restricted Shares granted to the Participants can be unlocked:

There is no occurrence of any of the following events on the part of the Company:
① issue of an auditors' report with adverse opinion or which indicates an inability to give opinion by a certified public accountant with respect to the financial report of the Company for its most recent accounting year;
② issue of an auditors' report with adverse opinion or which indicates an inability to give opinion by a certified public accountant with respect to the internal control of the financial report of the Company for its most recent accounting year;
③ failure to conduct profit distribution in accordance with laws and regulations, the Articles of Association and public undertakings during the last 36 months after listing;
④ prohibition from implementation of a share incentive scheme by laws and regulations;
⑤ other circumstances determined by the CSRC.

There is no occurrence of any of the following events on the part of the Participants:

he or she has been determined by any stock exchange as an ineligible person in the last 12 months;

he or she has been determined by the CSRC and its delegated agencies as an ineligible person in the last 12 months;

he or she has been imposed by the CSRC or its delegated agencies with administrative penalties or measures prohibiting access into the market in the last 12 months due to material non-compliance of laws or regulations;

he or she is prohibited from acting as a Director or a member of the senior management as required by the Company Law;

he or she is prohibited from participating in share incentive schemes of listed companies as required by laws and regulations;

he or she is under other circumstances determined by the CSRC.

In case the Company has any of the circumstances specified in the above sub-paragraph 1), all the Restricted Shares that have been granted to the Participants under the Incentive Scheme but have not been unlocked shall be repurchased and cancelled by the Company; in case of any circumstance specified in the sub-paragraph 1) under which one becomes personally liable, the repurchase price shall not exceed the grant price; in case any Participant has any of the circumstances specified in the above sub-paragraph 2), the Restricted Shares that have been granted to the Participant under the Incentive Scheme but have not been unlocked shall be repurchased and cancelled by the Company, the repurchase price shall not exceed the grant price.

Performance appraisal at company level
The unlocking appraisal period of the Incentive Scheme covers three accounting years from 2020 to 2022. Whether the performance appraisal indicators at company level are up to standards shall be determined according to the value of the combined performance coefficient in each performance appraisal year. The annual performance appraisal targets of the Restricted Shares under first grant are as follows:

Selection of Performance indicators	Sales volume	Net profit	Threshold

Weights of performance indicators	65%	35%	-

Combined performance coefficient	∑(actual value of performance indicator/target value of
	performance indicator)×weight of performance indicator

First Unlocking Period	The sales volume of	The net profit	Combined
	automobiles of the	shall not be less	performance
	Company shall not be	than RMB4.7	coefficient ≥1
	less than 1.11 million	billion in 2020
	units in 2020

Second Unlocking Period	The sales volume of	The net profit	Combined
	automobiles of the	shall not be less	performance
	Company shall not be	than RMB5.0	coefficient ≥1
	less than 1.21 million	billion in 2021
	units in 2021

Third Unlocking Period	The sales volume of	The net profit	Combined
	automobiles of the	shall not be less	performance
	Company shall not be	than RMB5.5	coefficient ≥1
	less than 1.35 million	billion in 2022
	units in 2022

The annual performance appraisal targets of the reserved Restricted Shares are as follows:

Selection of Performance indicators	Sales volume	Net profit	Threshold

Weights of performance indicators	65%	35%	-

First Unlocking Period	The sales volume of	The net profit	Combined
	automobiles of the	shall not be less	performance
	Company shall not be	than RMB5.0	coefficient ≥1
	less than 1.21 million	billion in 2021
	units in 2021

Second Unlocking Period	The sales volume of	The net profit	Combined
	automobiles of the	shall not be less	performance
	Company shall not be	than RMB5.5	coefficient ≥1
	less than 1.35 million	billion in 2022
	units in 2022

Note: The "net profit" mentioned above refers to the audited net profit attributable to Shareholders of the listed company, and the "sales volume" mentioned above refers to the audited annual sales volume.

If the combined performance coefficient of the Company is ≥ 1, the performance appraisal indicators at company level are up to standards and the number of Restricted Shares held by the Participants that may be unlocked in each Unlocking Period will be determined according to the performance appraisal result at individual level; if the performance appraisal indicators of the Company are not up to standards, all Restricted Shares held by the Participants that are planned to be unlocked in relevant appraisal year shall not be unlocked and shall be repurchased and cancelled by the Company.

If any condition of unlock cannot be satisfied in any unlock period within the Validity Period of the Incentive Scheme, such portion of the Restricted Shares which may be unlocked in such current unlock period cannot be deferred to the next year and will be repurchased and cancelled by the Company.

Performance appraisal at individual level
The annual performance appraisal results of the Participants are classified into five grades, i.e., A, B, C, D and E. The individual performance appraisal results of the Participants are determined as per the table below:

Whether Qualified		Qualified		Unqualified

Appraisal results	A	B	C	D		E

Exercisable		100%			0%
proportion

If the individual performance appraisal result of a Participant is qualified, the performance appraisal indicator at individual level is up to standard, and if the annual performance appraisal indicator at company level is also up to standard, the limit planned to be unlocked by the Participant in the current year may be fully unlocked. If the individual performance appraisal result of the Participant is unqualified, the Company shall cancel the limit planned to be unlocked by the Participant in the current period according to the provisions of the Incentive Scheme, and the Restricted Shares shall be repurchased and cancelled by the Company.

If a Participant fails to meet his/her performance target, no corresponding Restricted Shares shall be unlocked or deferred to the next year and will be repurchased and cancelled by the Company.

Scientificity and reasonableness of the appraisal indicators
The Restricted Shares appraisal indicators of the Company are in line with the basic requirements of laws and regulations as well as the Company's Articles of Association. The Restricted Shares appraisal indicators of the Company are categorised into two levels, i.e. performance appraisal at company level and performance appraisal at individual level.
The performance appraisal indicators at company level under the Scheme are sales volume and net profit. The sales volume is our core strategic indicator, which is designed to support the realization of the sale target; the net profit is the ultimate manifestation of the Company's profitability and corporate growth, and the increasing net profit is the basis for the survival of the enterprise and the condition for its development. The determination of the specific values takes into account the macroeconomic environment, the development of the industry, the market competition, the Company's strategic planning and other relevant factors. After comprehensively considering the possibility of their realization and the incentive effect on the Company's employees, such indicators are reasonable and scientific.
In addition to the performance appraisal at company level, the Company has established a strict performance appraisal system for individuals, which evaluates the performance of Participants in an accurate and all-round manner. The Company will determine whether the Participants meet the unlocking conditions based on their performance appraisal results for the previous year.
Given the above, the appraisal system for the Incentive Scheme of the Company is all-round, comprehensive and operable, and the appraisal indicators are scientific and reasonable, which are binding on the Participants and can serve the appraisal goal of the Incentive Scheme.

(VII) Methods and Procedures for Adjustment of the Restricted Share Incentive Scheme

1. Methods of adjusting the number of Restricted Shares

In the event of any capitalisation issue, bonus issue, sub-division, rights issue or share consolidation of the Company in the period from the date of this announcement on the Incentive Scheme to the completion of registration of Restricted Shares by the Participants, the number of Restricted Shares shall be adjusted accordingly. The adjustment method is as follows:

Capitalisation issue, bonus issue and sub-division of share capital Q=Q0×(1+n)
Where: Q0 represents the number of Restricted Shares before the adjustment; n represents the ratio of increase per share resulting from capitalization issue, bonus issue or subdivision of share capital (i.e. the increase in number of shares per share upon capitalization issue, bonus issue and sub-division of the share capital) or the ratio of the number of shares to be issued under the rights issue or new issue to the total share capital of the Company before the rights issue or new issue; Q represents the adjusted number of Restricted Shares.
Rights issue
Q=Q0×P1×(1+n)÷(P1+P2×n)
Where: Q0 represents the number of Restricted Shares before the adjustment; P1 represents the closing price as at the record date; P2 represents the price of the rights issue; n represents the ratio of the rights issue (i.e. the ratio of the number of shares to be issued under the rights issue to the total share capital of the Company before the rights issue); Q represents the adjusted number of Restricted Shares.
Share consolidation Q=Q0×n
Where: Q0 represents the number of Restricted Shares before the adjustment; n represents the ratio of consolidation of shares (i.e. one share shall be consolidated into n shares); Q represents the adjusted number of Restricted Shares.
Dividend distribution and additional issues
Under the above circumstances, no adjustment will be made on the number of the Restricted Shares.

2. Method of adjusting the grant price of the Restricted Shares

In the event that, from the date of the date of this announcement on the Incentive Scheme to the registration of the Restricted Shares by the Participants, any issue of shares by capitalisation issue, bonus issue, sub-division, rights issue or consolidation of shares or dividend distribution has been made, an adjustment to the grant price of Restricted Shares shall be made by the Company accordingly. The adjustment method is as follows:

Issue of shares by capitalisation issue, bonus issue and sub-division of shares P=P0÷(1+n)
Where: P0 represents the grant price before the adjustment; n represents the ratio of increase per share resulting from capitalisation issue, bonus issue and sub-division of shares; P represents the adjusted grant price.
Rights issue
P=P0×(P1+P2×n)÷[P1×(1+n)]
Where: P0 represents the grant price before the adjustment; P1 represents the closing price as at the record date; P2 represents the price of the rights issue; n represents the ratio of the rights issue (i.e. the ratio of the number of shares to be issued under the rights issue to the total share capital of the Company before the rights issue); P represents the adjusted grant price.
Share consolidation P=P0÷n
Where: P0 represents the grant price before the adjustment; n represents the ratio of consolidation of shares; P represents the adjusted grant price.
Dividend distribution P=P0-V
Where: P0 represents the grant price before the adjustment; V represents the dividend per share; P represents the adjusted grant price. P shall be greater than 1 after the dividend distribution.
Under the circumstance of additional issue of new shares, no adjustment will be made on the grant price of the Restricted Shares.

3. Adjustment procedures for the Incentive Scheme of Restricted Shares

The general meeting of the Company shall authorize the Board to adjust the number or the grant price of Restricted Shares for the above reasons. After the Board adjusts the grant price or the number of Restricted Shares according to the above provisions, it shall promptly make announcement and notify the Participants in accordance with the relevant provisions, and perform the information disclosure procedures. The Company will engage a law firm to give professional advice to the Board on whether such adjustment is in compliance with the Management Measures, the Articles of Association and the Incentive Scheme.

If, for other reasons, it is necessary to adjust the number, the grant price or other terms of Restricted Shares, the Company will engage a law firm to give professional advice to the Board on whether such adjustment is in compliance with the Management Measures, the Articles of Association and the Incentive Scheme, which shall be subject to consideration and approval of the general meeting.

(VIII) Accounting Treatment of the Restricted Shares

In accordance with the requirements of the Accounting Standards for Enterprises No.11- Share-based Payment and the Accounting Standards for Enterprises No.22-Recognition and Measurement of Financial Instruments, the Company shall, on each balance sheet date during the Lock-up Period, adjust the estimated number of Restricted Shares that may be unlocked in accordance with the latest number of the Participants who have fulfilled the unlocking conditions and the performance indicators, and recognize the services received during the period as the relevant costs or expenses and capital reserve in accordance with the fair value of the Restricted Shares on the grant date.

1. Accounting treatment

On the Grant Date
The bank deposit, share capital, capital reserve, treasure shares and other payables shall be recognized according to the status of the grant of Restricted Shares to the Participants by the Company.
On each balance sheet date during the Lock-up Period
Pursuant to the requirements of the accounting standards, the services provided by the staff for current period will be recognised as costs and the owners' equity or liability will be recognized on each balance sheet date during the Lock-up Period based on the best estimate of the number of unlockable Restricted Shares and the fair value of the equity instrument on the grant date.
On the unlocking date
On the unlocking date, if the unlocking conditions are fulfilled, the Restricted Shares shall be unlocked and the capital reserve recognised on each balance sheet date before the unlocking date shall be carried forward (other capital reserve); if all or part of the shares are lapsed or cancelled since the same have not been unlocked, such shares will be repurchased by the Company and dealt with pursuant to the accounting standards and relevant requirements.

2. Estimated impact on the operating performance of each of the period due to implementation of the Restricted Shares

In accordance with the requirements of the Accounting Standards for Enterprises No.11-Share-based Payment and the Accounting Standards for Enterprises No.22- Recognition and Measurement of Financial Instruments, the Company shall measure the fair value of the restricted shares based on the market prices of the shares. On the measurement date, the fair value of share-based payment per Restricted Share =market price of the shares of the Company -grant price.

Assuming the first grant of Restricted Shares takes place in April 2020, based on the data on 23 January 2020, the total amount of fair value of the equity instruments first granted by the Company to the Participants is RMB217,915,700.

Based on the measurement above, the total cost of 54,752,700 Restricted Shares first granted under the Scheme is RMB217,915,700 and details of amortization from 2020 to 2023 are set out below:

Currency: RMB

Number of Restricted
Shares under the	Total cost to
first grant	be amortized	2020	2021	2022	2023
(0' 000 shares)	(RMB0' 000)	(RMB0' 000)	(RMB0' 000)	(RMB0' 000)	(RMB0' 000)

5,475.27	21,791.57	10,411.53	8,353.44	2,542.35	484.26

Notes:

For the consideration of prudent accounting principle, the cost estimate and amortization above have not taken into consideration the future locking of the restricted shares.
The above results do not represent the final accounting costs. The actual accounting costs are related to the actual Grant Date, the grant price and the number of grant, as well as the actual effective and lapsed quantities, and the possible dilutive effects are brought to the attention of Shareholders.
The final result of the above impact on the Company's operating results will be subject to the annual audit report issued by the accounting firm.

The estimate is based on certain parameters and the actual costs of share incentives will vary with parameters as determined by the Board after the grant date. The Company will disclose specific accounting methods and the impact on the financial data of the Company in the regular reports of the Company.

3. The accounting treatment of the reserved Restricted Shares is same as the accounting treatment of the Restricted Shares under the first grant.

(IX) Principles of Repurchase and Cancellation of Restricted Shares

Repurchase price of the restricted shares
In the event that the Company repurchases and cancels the Restricted Shares in accordance with the requirements of the Incentive Scheme, save and except any adjustment required to be made to the number of the Restricted Shares to be repurchased and the repurchase price herein below, the number of the Restricted Shares to be repurchased shall be the number of the restricted shares granted but not yet unlocked and the repurchase price shall be the sum of the grant price and the interests for bank deposits during the same period. However, if any Participant assumes personal liabilities under section 1 of Article 18 of the Management Measures, or any Participant falls within section 2 of Article 18 of the Management Measures, the repurchase price shall be the grant price.
Method for adjustment of repurchase quantity
Upon completion of registration of the Restricted Shares granted to the Participants, in case of capitalisation issue, bonus issue, subdivision of share capital, rights issue, share consolidation and other matters affecting the total share capital or the number of shares of the Company, it shall make adjustments to the repurchase quantity of the Restricted Shares yet to be unlocked accordingly. The Company will repurchase such number of Restricted Shares granted to, and other shares of the Company so obtained therefrom by, the Participants based on such adjustment. The adjustment method is as follows:
1. Capitalisation issue, bonus issue and sub-division of share capital Q=Q0×(1+n)
  Where: Q0 represents the number of Restricted Shares prior to adjustment; n represents the ratio of increase per share resulting from capitalisation issue, bonus issue and sub-division of share capital (i.e. the increase in number of shares per share upon capitalisation issue, bonus issue and sub-division of the share capital) or the ratio of the number of shares to be issued under the rights issue or new issue to the total share capital of the Company before the rights issue or new issue; Q represents the number of Restricted Shares after adjustment.
2. Rights issue
  Q=Q0×P1×(1+n)÷(P1+P2×n)
  Where: Q0 represents the number of Restricted Shares prior to adjustment; P1 represents the closing price on the record date; P2 represents the price of rights issue; n represents the ratio of the rights issue (i.e. the ratio of the number of shares to be issued under the rights issue to the total share capital of the Company prior to the rights issue); Q represents the number of Restricted Shares after adjustment.

Share consolidation Q=Q0×n
Where: Q0 represents the number of Restricted Shares prior to adjustment; n represents the ratio of share consolidation (i.e. one share shall be consolidated into n share); Q represents the number of Restricted Shares after adjustment.
Dividend distribution and additional issues
Under the above circumstances, no adjustment will be made on the number of the Restricted Shares.

3. Method for adjustment of repurchase price

Upon completion of registration of the Restricted Shares granted to the Participants, in case of capitalisation issue, bonus issue, subdivision of share capital, rights issue, share consolidation or distribution of dividends and other issues affecting the total share capital or share price of the Company, the repurchase price of Restricted Shares yet to be unlocked shall be adjusted by the Company accordingly. The Company will repurchase the Restricted Shares granted to, and other shares of the Company so obtained therefrom by, the Participants at the adjusted price. The adjustment method is as follows:

Capitalisation issue, bonus issue and sub-division of share capital P=P0÷(1+n)
Where: P0 represents the grant price per Restricted Share; n represents the rate of increase per share resulting from capitalisation issue, bonus issue and subdivision of share capital (i.e. the increase in number of shares per share upon capitalization issue, bonus issue and sub-division of the share capital); P represents the repurchase price per Restricted Share after adjustment.
Rights issue
P=P0×(P1+P2×n)÷[P1×(1+n)]
Where: P1 represents the closing price of shares on the record date; P2 represents the price of rights issue; n represents the ratio of the rights issue (i.e. the ratio of the number of shares to be issued under the rights issue to the total share capital of the Company prior to the rights issue).
Share consolidation P=P0÷n
Where: P0 represents the grant price per Restricted Share; n represents the ratio of share consolidation per share (i.e. one share shall be consolidated into n share); P represents the repurchase price per Restricted Share after adjustment.

1. Dividend distribution P=P0-V
  Where: P0 represents the repurchase price per Restricted Share prior to adjustment; V represents the amount of dividends per share; P represents the repurchase price per Restricted Share after adjustment. P shall be greater than 1 after the dividend distribution.
2. Under the circumstance of additional issue of new shares, no adjustment will be made on the repurchase price of the Restricted Shares.
Procedures for adjustment of repurchase quantity and price
1. The Board of the Company shall be authorized at the general meeting of Company to adjust the repurchase quantity or price of Restricted Shares based on the reasons listed above. After adjustment to the repurchase quantity or price according to the above provisions, an announcement shall be made in a timely manner.
2. The adjustment to the repurchase quantity or price of Restricted Shares for other reasons shall be subject to resolution of the Board and approval at the general meeting.
Procedures of repurchase and cancellation
1. The Company shall promptly convene a Board meeting to consider the repurchase adjustment plan which shall be implemented in accordance with the above provisions, and submit the repurchase plan to the general meeting, A Shareholders' Class Meeting and H Shareholders' Class Meeting for approval according to law;
2. The Company will engage a law firm to give professional advice on whether the repurchase plan of shares is in compliance with the laws, administrative regulations, the Management Measures and the Scheme;
3. The Company shall apply to the stock exchange for unlocking such Restricted Shares, and the repurchase payment shall be paid to the Participants upon unlocking and the transfer of such shares shall be completed at a securities registration company as soon as possible. The Company shall cancel such portion of shares within a reasonable time after the completion of the transfer.

The Share Option Incentive Scheme

Source of Shares under the Share Option Incentive Scheme

The source of the underlying shares under the Share Option Incentive Scheme shall be ordinary A Shares directly issued to the Participants by the Company.

(II) Number of Underlying Shares under the Share Option Incentive Scheme

The Company intends to grant 109,909,000 Share Options to the Participants, representing approximately 1.204% of the total number of Shares of the Company (i.e. 9,127,269,000 Shares) as at the date of the announcement of the draft of the Incentive Scheme, of which 87,927,200 Share Options will be granted under the first grant, representing 80% of the total number of Share Options may be granted under the Incentive Scheme and approximately 0.963% of the total number of Shares of the Company (i.e. 9,127,269,000 Shares) as at the date of the announcement of the draft of the Incentive Scheme; and 21,981,800 Share Options will be reserved, representing 20% of the total number of Share Options may be granted under the Incentive Scheme and approximately 0.241% of the total number of Shares of the Company (i.e. 9,127,269,000 Shares) as at the date of the announcement of the draft of the Incentive Scheme. Each share option has the right to purchase one ordinary A share at the agreed Exercise Price within the validity period, subject to the Exercise Conditions.

(III) The Allocation of Shares under the Share Option Incentive Scheme

The following table sets out the allocation of Share Options among the Participants under the first grant pursuant to the Incentive Scheme:

	Number	Percentage
	of shares	to the total
	subject to	number	Percentage
	the Share	of shares	to the
	Options to	subject to	current
	be granted	the Share	total
	(0' 000	Options to	number of
Position	shares)	be granted	Shares

Core management, core technical (business)
backbone staff (1,672 people)	8,792.72	80%	0.963%

Reserved Grant	2,198.18	20%	0.241%

Total	10,990.90	100%	1.204%

Note :

The total Shares to be granted under the fully effective Share Option Scheme to any one of the above-mentioned Participants will not exceed 1% of the total number of Shares of the Company. The total underlying shares to be granted to the qualified Participants will not exceed 10% of the total number of Shares of the Company as at the date of the proposal of the Share Option Scheme at the general meeting, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting.
The Participants of the Incentive Scheme exclude the Company's Directors, Supervisors, the Shareholders individually or in aggregate holding 5% or more of the shares of the Company or the de facto controllers and their spouses, parents or children.

There are no Directors of the Company on the list of the Participants under the Incentive Scheme. Therefore, no Director is required to abstain from voting on the proposal of A Share Option Incentive Scheme and other related proposals.

(IV) Validity Period, Grant Date, Vesting Period, Exercisable Date and Lock-up Period of the Share Option Incentive Scheme

Validity period of the Share Option Incentive Scheme
The validity period of the Incentive Scheme shall commence from the date of the grant of the Share Options and end on the date on which all the Share Options granted to the Participants have been exercised or cancelled, which shall not be longer than 48 months.
Grant Date
The Grant Date shall be determined by the Board after the Incentive Scheme is considered and passed at the general meeting, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting of the Company. The Company shall grant the Share Options and complete the announcement and registration procedures within 60 days from the date on which the Incentive Scheme is considered and passed at the general meeting, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting of the Company, failing which the Incentive Scheme will terminate and the Share Options which have not been granted will lapse. The Grant Date of the reserved Share Options shall be the date of announcement of the resolutions of the Board to consider the grant of that part of Share Options.
The Grant Date must be a trading day and must not fall within any of the following periods:
- the period commencing from 60 days prior to the publication of annual reports or 30 days prior to the publication of semi-annual and quarterly reports of the Company, or in the event of delay in publishing the annual reports for special reasons, 60 days prior to the original date of publication and up to the date of publication of annual reports, or in the event of delay in publishing the semi-annual and quarterly reports for special reasons, 30 days prior to the original date of publication of semi-annual and quarterly reports and up to the date of publication;

the period commencing from 10 days prior to the publication of the announcement of results forecast and preliminary results of the Company;

the period commencing from the date of occurrence of any significant event which may have significant effect on the trading prices of the Company's shares and their derivatives or the date on which relevant decision-making procedures start and ending on the second trading day following the publication in accordance with laws;

other periods as stipulated by the CSRC, the Shanghai Stock Exchange and The Stock Exchange of Hong Kong Limited.

Note : The dates mentioned in ① and ② above are based on whichever is longer.

Vesting Period
The Vesting Period shall commence from the date of registration of the grant of the Share Options and end on the Exercisable Date of the Share Options. The Share Options granted to the Participants are subject to different Vesting Periods. The Vesting Period for the first grant of Share Options shall be 12, 24 or 36 months; the Vesting Period for the reserved Share Options shall be 12 or 24 months, both are commencing from the date of the grant.
The Share Options which are granted to the Participants under the Incentive Scheme shall not be transferred, pledged for guarantees, charged or used for repayment of debt.
Exercisable Date
The Share Options to be granted shall be exercisable after expiry of 12 months commencing from the date of the grant, subject to the approval of the Scheme at the general meeting, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting. The Exercisable Date must be a trading day and shall not fall within any of the following periods:

the period commencing from 60 days prior to the publication of annual reports or 30 days prior to the publication of semi-annual and quarterly reports of the Company, or in the event of delay in publishing the annual reports for special reasons, 60 days prior to the original date of publication and up to the date of publication of annual reports, or in the event of delay in publishing the semi-annual and quarterly reports for special reasons, 30 days prior to the original date of publication of semi-annual and quarterly reports and up to the date of publication;

the period commencing from 10 days prior to the publication of the announcement of results forecast and preliminary results of the Company;

the period commencing from the date of occurrence of any significant event which may have significant effect on the trading prices of the Company's shares and their derivatives or the date on which relevant decision-making procedures start and ending on the second trading day following the publication in accordance with laws;

other periods as stipulated by the CSRC, the Shanghai Stock Exchange and The Stock Exchange of Hong Kong Limited.

On the Exercisable Date, the Participants can exercise their Share Options in three tranches within 36 months after the expiry of 12 months commencing from the date of the first grant of the Share Options, upon the fulfillment of the Exercise Conditions under the Scheme.

The Exercise periods of the Share Options to be granted under the first grant and the schedule for each Exercise period are shown in the table below:

Exercise		Exercise
arrangement	Exercise time	proportion

First Exercise	Commencing from the first trading day	1/3
period for the	upon the expiry of 12 months from the
Share Options to be	date of the first grant to the last trading
granted under the	day upon the expiry of 24 months from
first grant	the date of the first grant

Second Exercise	Commencing from the first trading day	1/3
period for the	upon the expiry of 24 months from the
Share Options to be	date of the first grant to the last trading
granted under the	day upon the expiry of 36 months from
first grant	the date of the first grant

Third Exercise	Commencing from the first trading day	1/3
period for the	upon the expiry of 36 months from the
Share Options to be	date of the first grant to the last trading
granted under the	day upon the expiry of 48 months from
first grant	the date of the first grant

The Exercise periods of the Share Options to be reserved under the Incentive Scheme and the schedule for each Exercise period are shown in the table below:

Exercise		Exercise
arrangement	Exercise time	proportion

First Exercise	Commencing from the first trading day	1/2
period for the	upon the expiry of 12 months from the
reserved Share	date of the reserved grant to the last
Options	trading day upon the expiry of 24 months
	from the date of the first grant

Second Exercise	Commencing from the first trading day	1/2
period for the	upon the expiry of 24 months from the
reserved Share	date of the reserved grant to the last
Options	trading day upon the expiry of 36 months
	from the date of the first grant

Share options for which Exercise Conditions are not fulfilled during the above agreed period shall not be exercised or deferred to the next Exercise period, and the Company shall cancel the underlying Share Options of the Participants according to the principle stipulated in the Incentive Scheme. After the end of each Exercise period of the Share Options, the Share Options of the Participants for the current period that have not been exercised shall be terminated and cancelled by the Company.

1. Lock-upPeriod
  The Lock-up Period refers to the period during which there is sale restriction on Shares obtained by the Participants upon the exercise. The Lock-up Period arrangement under the Incentive Scheme shall be implemented in accordance with the Company Law, the Securities Law and other relevant laws, regulations and regulatory documents as well as the requirements of the Articles of Association. Specific contents are as follows:
2. 1. Where a Participant is a member of the senior management of the Company, the number of shares of the Company which may be transferred by the Participant each year during his/her term of office shall not exceed 25% of the total number of the shares of the Company held by him/her. No shares of the Company held by him/her shall be transferred within six months after his/her termination of office.
  2. Where a Participant is a member of the senior management of the Company and he/she disposes of any shares of the Company within six months after acquisition or buys back such shares within six months after disposal, all gains arising therefrom shall be accounted to the Company and the Board will collect all such gains.
  3. If, during the validity period of the Incentive Scheme, there is any amendment to the requirements regarding transfer of shares by a member of the senior management of the Company under the Company Law, the Securities Law and other relevant laws, regulations, regulatory documents and the Articles of Association, such amended requirements thereunder shall apply to the shares transferred by the Participants during the relevant times.
The Exercise Price of the Share Options and the Basis of Determination for the Exercise Price
1. Exercise Price of the Share Options under first grant
  The Exercise Price of the Share Options under first grant shall be RMB8.73 per share.
2. Basis of determination for the Exercise Price of the Share Options under first grant
  The Exercise Price of the Share Options under first grant shall not be lower than the carrying amount of the shares, and not lower than the higher of the followings:
3. 1. the average trading price of the shares (i.e. RMB8.45 per share) on the trading day preceding the date of the announcement of the draft of the Incentive Scheme;
  2. the average trading price of the shares (i.e. RMB8.73 per share) for 20 trading days preceding the date of the announcement of the draft of the Incentive Scheme.

3. Basis of determination for the Exercise Price of the reserved Share Options

The grant of the reserved Share Options is subject to the consideration and approval of related resolution by the Board and the disclosure of related information. The Exercise Price of the reserved Share Options shall not be lower than the carrying amount of the shares, and not lower than the higher of the followings:

the average trading price of the shares on the trading day preceding the date of the announcement of the Board resolution on the grant of the reserved Share Options;
the average trading price of the shares for 20, 60 or 120 trading days preceding the date of the announcement of the Board resolution on the grant of the reserved Share Options.

The Exercise Price is fixed in compliance with Article 29 of the Management Measures issued by the CSRC, which states that:

"When a listed company grants the participants the share options, it should fix the exercise price or the method of determining the exercise price. The exercise price must not be lower than the nominal value of the shares, and in principle, must not be lower than the higher of:

the average trading price of the company's shares on the trading day immediately before the announcement of the draft share incentive scheme;
the average trading price of the company's shares for 20 trading days, 60 trading days and 120 trading days immediately before the announcement of the draft share incentive scheme.

If a listed company adopts other methods to determine the grant price of restricted shares, it shall explain the pricing basis and method in the share incentive scheme."

(VI) Conditions on Grant and Exercising of the Share Options

1. Conditions on grant of the Share Options

Share options may be granted to the Participants by the Company upon satisfaction of all of the following conditions. In other words, Share Options cannot be granted to the Participants if any of the following conditions of grant is not satisfied.

There is no occurrence of any of the following events on the part of the Company:

issue of an auditors' report with adverse opinion or which indicates an inability to give opinion by a certified public accountant with respect to the financial report of the Company for its most recent accounting year;

issue of an auditors' report with adverse opinion or which indicates an inability to give opinion by a certified public accountant with respect to the internal control of the financial report of the Company for its most recent accounting year;

failure to conduct profit distribution in accordance with laws and regulations, the Articles of Association and public undertakings during the last 36 months after listing;

prohibition from implementation of a share incentive scheme by laws and regulations;

- other circumstances determined by the CSRC.
There is no occurrence of any of the following events on the part of the Participants:
① he or she has been determined by any stock exchange as an ineligible person in the last 12 months;
② he or she has been determined by the CSRC and its delegated agencies as an ineligible person in the last 12 months;
③ he or she has been imposed by the CSRC or its delegated agencies with administrative penalties or measures prohibiting access into the market in the last 12 months due to material non-compliance of laws or regulations;
④ he or she is prohibited from acting as a Director or a member of the senior management as required by the Company Law;
- he or she is prohibited from participating in share incentive schemes of listed companies as required by laws and regulations;

⑥ he or she is under other circumstances determined by the CSRC.

2. Conditions on exercising of the Share Options

Save as disclosed above, the following conditions must be fulfilled before the Share Options granted to the Participants can be exercised:

There is no occurrence of any of the following events on the part of the Company:
① issue of an auditors' report with adverse opinion or which indicates an inability to give opinion by a certified public accountant with respect to the financial report of the Company for its most recent accounting year;
② issue of an auditors' report with adverse opinion or which indicates an inability to give opinion by a certified public accountant with respect to the internal control of the financial report of the Company for its most recent accounting year;

failure to conduct profit distribution in accordance with laws and regulations, the Articles of Association and public undertakings during the last 36 months after listing;

prohibition from implementation of a share incentive scheme by laws and regulations;

- other circumstances determined by the CSRC.
There is no occurrence of any of the following events on the part of the Participants:
① he or she has been determined by any stock exchange as an ineligible person in the last 12 months;
② he or she has been determined by the CSRC and its delegated agencies as an ineligible person in the last 12 months;
③ he or she has been imposed by the CSRC or its delegated agencies with administrative penalties or measures prohibiting access into the market in the last 12 months due to material non-compliance of laws or regulations;
④ he or she is prohibited from acting as a Director or a member of the senior management as required by the Company Law;
- he or she is prohibited from participating in share incentive schemes of listed companies as required by laws and regulations;

he or she is under other circumstances determined by the CSRC.

In case the Company has any of the circumstances specified in the above sub-paragraph 1), all the Share Options that have been granted to the Participants under the Incentive Scheme but have not been exercised shall be cancelled by the Company; in case any Participant has any of the circumstances specified in the above sub-paragraph 2), the Share Options that have been granted to the Participant under the Incentive Scheme but have not been exercised shall be cancelled by the Company.

Performance appraisal at company level
The Share Options granted under the Incentive Scheme are subject to appraisal and shall be exercised once a year during the exercising period of three accounting years. The exercising of the Share Options is conditional on the satisfaction of performance appraisal targets.

The exercising appraisal period of the Incentive Scheme covers three accounting years from 2020 to 2022. Whether the performance appraisal indicators at company level are up to standards shall be determined according to the value of the combined performance coefficient in each performance appraisal year. The annual performance appraisal targets of the Share Options under first grant are as follows:

Selection of Performance indicators	Sales volume	Net profit	Threshold

Weights of performance indicators	65%	35%	-

Combined performance coefficient	∑(actual value of performance indicator/target value of
performance indicator)×weight of performance indicator


	The sales volume of	The net profit	Combined
	automobiles of the	shall not be less	performance
First Exercise period	Company shall not be	than RMB4.7	coefficient ≥1
	less than 1.11 million	billion in 2020
	units in 2020

	The sales volume of	The net profit	Combined
	automobiles of the	shall not be less	performance
Second Exercise period	Company shall not be	than RMB5.0	coefficient ≥1
	less than 1.21 million	billion in 2021
	units in 2021

	The sales volume of	The net profit	Combined
	automobiles of the	shall not be less	performance
Third Exercise period	Company shall not be	than RMB5.5	coefficient ≥1
	less than 1.35 million	billion in 2022
	units in 2022

The annual performance appraisal targets of the reserved Share Options are as follows:

Selection of Performance indicators	Sales volume	Net profit	Threshold

Weights of performance indicators	65%	35%	-

First Exercise period	The sales volume of	The net profit	Combined
	automobiles of the	shall not be less	performance
	Company shall not be	than RMB5.0	coefficient ≥1
	less than 1.21 million	billion in 2021
	units in 2021

Second Exercise period	The sales volume of	The net profit	Combined
	automobiles of the	shall not be less	performance
	Company shall not be	than RMB5.5	coefficient ≥1
	less than 1.35 million	billion in 2022
	units in 2022

Note : The "net profit" mentioned above refers to the audited net profit attributable to Shareholders of the listed company, and the "sales volume" mentioned above refers to the audited annual sales volume.

If the combined performance coefficient of the Company is ≥ 1, the performance appraisal indicators at company level are up to standards and the number of Share Options held by the Participants that may be exercised in each exercising period will be determined according to the performance appraisal result at individual level; if the performance appraisal indicators of the Company are not up to standards, all Share Options held by the Participants that are can be exercised in relevant appraisal year shall not be exercised and shall be cancelled by the Company.

If any condition of exercise cannot be satisfied in any Exercise period within the Validity Period of the Incentive Scheme, such portion of the shares options which may be exercisable in such current Exercise period cannot be deferred to the next year to exercise. All such Share Options will be cancelled by the Company.

Performance appraisal at individual level
The annual performance appraisal results of the Participants are classified into five grades, i.e., A, B, C, D and E. The individual performance appraisal results of the Participants are determined as per the table below:

Whether Qualified		Qualified		Unqualified

Appraisal results	A	B	C	D		E

Exercisable		100%			0%
proportion

If the individual performance appraisal result of a Participant is qualified, the performance appraisal indicator at individual level is up to standard, and if the annual performance appraisal indicator at company level is also up to standard, the Options exercisable by the Participant under the Scheme in the current year may be fully exercised. If the individual performance appraisal result of the Participant is unqualified, the Company shall cancel the Options limit exercisable by the Participant for the current period according to the provisions of the Incentive Scheme, and the Share Options shall be cancelled by the Company.

If a Participant fails to meet his/her performance target, no corresponding Share Options shall be exercisable or deferred to the next year to exercise. All such Share Options will be cancelled by the Company.

Scientificity and Reasonableness of the Appraisal Indicators
The Share Options appraisal indicators of the Company are in line with the basic requirements of laws and regulations as well as the Company's articles of association. The Share Options appraisal indicators of the Company are categorised into two levels, i.e. performance appraisal at company level and performance appraisal at individual level.

The performance appraisal indicators at company level under the Scheme are sales volume and net profit. The sales volume is our core strategic indicator, which is designed to support the realization of the sale target; the net profit is the ultimate manifestation of the Company's profitability and corporate growth, and the increasing net profit is the basis for the survival of the enterprise and the condition for its development. The determination of the specific values takes into account the macroeconomic environment, the development of the industry, the market competition, the Company's strategic planning and other relevant factors. After comprehensively considering the possibility of their realization and the incentive effect on the Company's employees, such indicators are reasonable and scientifical.

In addition to the performance appraisal at the Company level, the Company has established a performance appraisal system for the individuals, which evaluates comprehensively the performance of incentive Participants in an accurate and all-round manner. The Company will determine whether the incentive Participants meet the unlocking conditions based on their performance appraisal results for the previous year.

Given the above, the appraisal system for the Incentive Scheme of the Company is all-round, comprehensive and operable, and the appraisal indicators are scientific and reasonable, which are binding on the incentive Participants and can serve the appraisal goal of the Incentive Scheme.

(VII) Methods and Procedures for Adjustment of the Share Option Incentive Scheme

1. Method for adjustment of the number of Share Options

In the event of any capitalisation issue, bonus issue, sub-division, rights issue or share consolidation of the Company during the period from the date of announcing the Incentive Scheme to the completion of registration of the shares under Share Options by the Participants, the number of Share Options shall be adjusted accordingly. The adjustment method is as follows:

Capitalisation issue, bonus issue and sub-division of share capital Q=Q0×(1+n)
Where: Q0 represents the number of Share Options prior to adjustment; n represents the rate of increase per share resulting from capitalization issue, bonus issue and subdivision of share capital (i.e. the increase in number of shares per share upon capitalization issue, bonus issue and sub-division of the share capital); Q represents the adjusted number of restricted shares.

Rights issue
Q=Q0×P1×(1+n)÷(P1+P2×n)
Where: Q0 represents the number of Share Options prior to adjustment; P1 represents the closing price on the record date; P2 represents the price of rights issue; n represents the ratio of the rights issue (i.e. the ratio of the number of shares to be issued under the rights issue to the total share capital of the Company prior to the rights issue); Q represents the number of Share Options after adjustment.
Share consolidation Q=Q0×n
Where: Q0 represents the number of Share Options prior to adjustment; n represents the ratio of share consolidation (i.e. one share shall be consolidated into n share); Q represents the number of Share Options after adjustment.
Dividend distribution and additional issues
Under the above circumstances, no adjustment will be made on the number of the Share Options.

2. Method for adjustment of Exercise Price

In the event of any capitalisation issue, bonus issue, sub-division, rights issue, share consolidation or dividend distribution of the Company during the period from the date of announcing the Incentive Scheme to the completion of registration of the shares under Share Options by the Participants, the Exercise Price of Share Options shall be adjusted accordingly. The adjustment method is as follows:

Capitalisation issue, bonus issue and sub-division of share capital P=P0÷(1+n)
Where: P0 represents the Exercise Price prior to adjustment; n represents the rate of increase per share resulting from capitalization issue, bonus issue and subdivision of share capital; P represents the adjusted exercise price.
Rights issue
P=P0×(P1+P2×n)÷[P1×(1+n)]
Where: P0 represents the Exercise Price prior to adjustment; P1 represents the closing price on the record date; P2 represents the price of rights issue; n represents the ratio of the rights issue (i.e. the ratio of the number of shares to be issued under the rights issue to the total share capital of the Company prior to the rights issue); P represents the Exercise Price after adjustment.

Share consolidation P=P0÷n
Where: P0 represents the Exercise Price prior to adjustment; n represents the ratio of share consolidation; P represents the Exercise Price after adjustment.
Dividend distribution P=P0-V
Where: P0 represents the Exercise Price prior to adjustment; V represents the dividend per share; P represents the adjusted Exercise Price. P shall be greater than 1 after the dividend distribution.
Under the circumstance of additional issue of new shares, no adjustment will be made on the Exercise Price of the Share Options.

3. Adjustment procedures for the Share Option Incentive Scheme

The general meeting of the Company shall authorize the Board to adjust the number or the Exercise Price of Share Options for the above reasons. After the Board adjusts the Exercise Price or the number of Share Options according to the above provisions, it shall promptly make announcement and notify the Participants in accordance with the relevant provisions, and perform the information disclosure procedures. The Company will engage a law firm to give professional advice to the Board on whether such adjustment is in compliance with the Management Measures, the Articles of Association and the Incentive Scheme.

If, for other reasons, it is necessary to adjust the number, the exercise price or other terms of Share Options, the Company will engage a law firm to give professional advice to the Board on whether such adjustment is in compliance with the Management Measures, the Articles of Association and the Incentive Scheme, which shall be subject to consideration and approval of the general meeting.

(VIII) Accounting Treatment of the Share Options

1. Accounting treatment

On the Grant Date
No accounting treatment will be made by the Company to the Share Options on the Grant Date. The Company will use the "Black-Scholes" option pricing model to determine the fair value of the Share Options on the Grant Date.

Vesting period
The Company includes the services provided by the staff for current period in costs or expense of assets on each balance sheet date during the Vesting Period based on the best estimate of the number of exercisable Share Options and the fair value of the Share Options on the Grant Date and recognise in "Capital reserve-other capital reserve".
Subsequent to Exercisable date
No adjustment shall be made to the relevant costs or expense, and the total amount of the owner's equities, which have been recognized.
On the Exercisable Date
Based on the exercise of the Share Options, share capital and share premium shall be recognised and the "Capital reserve-other capital reserve" recognized during the Vesting Period shall be transferred to "Capital reserve-capital premium".

2. Estimate of value of the Share Options

Assuming the first grant of Share Options takes place in April 2020, the Company uses the "Black-Scholes" model to measure the fair value of the Share Options and estimate the fair value of 87,927,200 Share Options first granted by the Company using such model on 23 January 2020. The theoretical value of 87,927,200 Share Options first granted by the Company is RMB125,892,000. The value of the options in each Exercise period is as follows:

			Currency: RMB

	Number		Total value
	of options		of the options
	under the	Value per	under the
	first grant	option	first grant
Exercise period	(0' 000)	(RMB)	(RMB0' 000)

First Exercise period	2,930.91	1.21	3,558.96

Second Exercise period	2,930.91	1.51	4,411.40

Third Exercise period	2,930.91	1.58	4,618.84

Selection of specific parameters is as follows:

Current price of underlying shares: RMB8.35 per share (assuming the closing price of shares on 23 January 2020 is the current price of shares as at the Grant Date);
Exercise price of the Share Options: RMB8.73 per share as determined under the Management Measures;
Valid period: one, two and three years, respectively (based on the period commencing from Grant Date and ending on the first Exercisable Date for each respective period);

Historical volatility: 43.83%, 39.08% and 34.65%, respectively (the volatility of the Company for the latest one, two and three years before the announcement, respectively; source: Wind database);
Risk-freerate: 2.18%, 2.48% and 2.59%, respectively (the yield of PRC treasury bond for one, two and three years);
Dividend yield: 3.47% (the average dividend yield of the Company for the latest 12 months before the announcement of the Incentive Scheme).

Note: The calculation results of the value of the Share Options are subject to a number of assumptions of the parameters used herein and the limitation of the model adopted. Therefore, the estimated value of the Share Options may be subjective and uncertain.

3. Impact on the operating performance of the Company

Based on the measurement above, the total cost of 87,927,200 Share Options first granted is RMB125,892,000 and details of amortization from 2020 to 2023 are set out below:

Currency: RMB Unit: RMB0' 000

Amortized cost of the Share
Options under the first grant	2020	2021	2022	2023

12,589.20	4,869.51	4,931.63	2,274.85	513.20

The cost of the Share Options granted under the Incentive Scheme will be estimated under the Black-Scholes" model after the Board determines the Grant Date. Such cost estimate is only simulating estimate and does not represent final accounting cost.

4. The accounting treatment of the reserved Share Options is same as the accounting treatment of the Share Options under the first grant.
Implementation Procedures of the Incentive Scheme

I. Procedures for the Incentive Scheme to Take Effect

The Remuneration Committee is responsible for preparing the draft of the Incentive Scheme, Appraisal Measures for Implementation of the 2020 Restricted Share and Share Option Incentive Scheme of Great Wall Motor Company Limited, and Management Measures for Long-term Incentive Mechanism of Great Wall Motor Company Limited.

The Board shall consider the draft of the Incentive Scheme, Appraisal Measures for Implementation of the 2020 Restricted Share and Share Option Incentive Scheme of Great Wall Motor Company Limited, and Management Measures for Long- term Incentive Mechanism of Great Wall Motor Company Limited prepared by the Remuneration Committee. When the Board considers the Incentive Scheme, any Director who is also a Participant or is a related party to a Participant shall abstain from voting. After the Board reviewed and approved the Incentive Scheme and performed the announcement procedure, it should propose the Incentive Scheme to the general meeting for review and approval; at the same time, it shall propose to the general meeting to authorize and execute the grant, unlocking, repurchase and cancellation of the Restricted Shares, and the grant, exercise and cancellation of the Share Options;

The Independent Directors and the Supervisory Committee shall issue opinions in respect of whether the Scheme is beneficial to the sustainable development of the Company or is significantly detrimental to the interests of the Company and Shareholders as a whole.

(IV) The Company shall, within two business days after the draft of the Incentive Scheme is considered and passed by the Board, publish an announcement of the Board resolution, announcing the draft and a summary of the Incentive Scheme, opinion of the Independent Directors and opinion of the Supervisory Committee.

The Company should carry out self-investigation on the trading of shares of the Company by insiders during the 6 months' period prior to the announcement of the Incentive Scheme.

(VI) The Company shall internally publish the names and the positions of the Participants before the general meeting, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting are convened through its website or other channels for a period of no less than 10 days. The Supervisory Committee shall verify the list of the Participants and thoroughly consider opinions from the public. The Company shall publish the opinions of the Supervisory Committee on the verification and the public opinions in relation to the list of the Participants 5 days before the Incentive Scheme is considered at a general meeting, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting.

(VII) When the general meeting, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting of the Company are convened to vote on the Incentive Scheme, the Independent Directors shall solicit proxy voting rights from all Shareholders regarding the Incentive Scheme. At the general meeting, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting, it is required to vote on the content of the Share Incentive Scheme under Article 9 of the Management Measures, and the Incentive Scheme shall be passed by more than 2/3 of the voting rights held by the Shareholders present at the meeting. Except for the Directors, Supervisors and senior management of the Company, as well as the Shareholders individually or collectively holding more than 5% of the Company's shares, the voting by other Shareholders shall be separately counted and disclosed.

When the Share Incentive Scheme is considered at the Company's general meeting, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting, Shareholders who are Participants or Shareholders who have a related relationship with the Participants shall abstain from voting thereon.

(VIII) The Company shall disclose the announcement on the resolutions of the general meeting, the Share Incentive Scheme as considered and approved at the general meeting, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting, and the self-examination report and legal opinions of the general meeting on the inside information insiders' trading of the shares of the Company.

(IX) After the Incentive Scheme has been considered and approved at the Company's general meeting, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting, the Board of the Company shall, according to the delegation of the general meeting, grant entitlements and complete the registration and announcement procedures within 60 days from the date of consideration and approval of the Incentive Scheme at the general meeting, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting. The Board shall handle the grant, unlocking, repurchase, cancellation of the Restricted Shares, and the grant, exercise, cancellation of the Share Options and other matters according to the delegation of the general meeting.

Procedures for Grant of Entitlements of the Incentive Scheme

Upon consideration and approval of the Incentive Scheme at the general meeting, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting, the Company shall sign an Agreement on Grant/Subscription of the Share Incentive with the Participants in order to define their respective rights and obligations. If a Participant fails to sign an Agreement on Grant/Subscription of the Share Incentive, he/she shall be deemed to have automatically abandoned his/her rights and obligations.

The Board shall consider and announce whether the conditions stipulated under the Share Incentive Scheme for the Participant to receive entitlements have been satisfied before the Company grants such entitlements to such Participants.
The Independent Directors and the Supervisory Committee shall both express their views explicitly. The law firm shall issue legal opinions on whether the conditions for the Participants to receive such entitlements are fulfilled or not.

The Supervisory Committee of the Company shall verify the list of Participants on the Grant Date of the Restricted Shares and the Share Options and issue their views on such verification.

(IV) If there is any discrepancy between the grant of entitlements to the Participants and the arrangement of the Share Incentive Scheme, the Independent Directors, the Supervisory Committee (where there is a change of the Participants), the law firm and the independent financial adviser, if necessary, shall all express their views explicitly.

The Company shall make a first grant to the Participants and complete the announcement and registration procedures within 60 days (excluding the period during which no grant of entitlements is allowed pursuant to the requirements under laws and regulations) after the Share Incentive Scheme is considered and approved at the general meeting, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting. The Board of the Company shall disclose the implementation thereof timely by way of announcement after completion of the registration of the grant. In the event the Company fails to complete the procedures mentioned above within such 60 days, the Scheme shall be terminated, and the Board shall disclose the reason for such failure timely and shall not be allowed to consider the Share Incentive Scheme within the following three months.

(VI) The Participants of the Restricted Shares shall pay the consideration for subscribing for the Restricted Shares into the account designated by the Company in accordance with Agreement on Grant/Subscription of the Share Incentive. The Participant shall be deemed as having waived his or her right to subscribe for the Restricted Shares not fully paid.

(VII) The Company shall make an application to the stock exchange first before any entitlements are granted, and the securities registration and clearing institution will conduct registration procedure thereof upon confirmation by such stock exchange.

(VIII) The procedures for granting reserved entitlements of the Company are carried out with reference to procedures under the first grant. Participants eligible for the reserved entitlements shall be confirmed within 12 months after the Incentive Scheme is considered and approved at the general meeting, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting. If the Participants are not confirmed within 12 months, the reserved entitlements will lapse.

III. Procedures for Unlocking of the Restricted Shares

The Company shall confirm whether the Participants satisfy the unlocking conditions before the unlocking date. The Board shall consider whether the unlocking conditions as set out in the Restricted Shares Incentive Scheme have been satisfied. The Independent Directors and the Supervisory Committee shall both express their views explicitly. The law firm shall issue legal opinions on whether the conditions for the unlocking by the Participants are fulfilled or not. For the Participants who satisfy the unlocking conditions, the Company shall handle the unlocking at its discretion, and for the Participants who fail to satisfy the unlocking conditions, the Company will repurchase and cancel the Restricted Shares corresponding to the unlocking this time. The Company shall disclose the implementation thereof timely by way of announcement.

A Participant may transfer the unlocked Restricted Shares, but the transfer of shares held by senior management of the Company shall be in compliance with the requirements of relevant laws, regulations and normative documents.

Before the unlocking of Restricted Shares of the Participants, the Company shall apply to the stock exchange. Upon confirmation by the stock exchange, the securities registration and clearing institution will handle the relevant registration and clearing matter.

IV. Procedures for Exercise of the Share Options

The Company shall confirm whether an Participants satisfy the exercise conditions before the date of exercise. The Board shall consider and review whether the Exercise Conditions as set out in the Share Options Incentive Scheme have been satisfied. The Independent Directors and the Supervisor committee shall both express their views explicitly. The law firm shall issue legal opinions on whether the conditions for the exercise of Share Options by the Participants are fulfilled or not. For the Participants who satisfy the Exercise Conditions, the Company may provide a unified or autonomous method of exercise to the Participants according to the actual situation, and for the Participants who fail to satisfy the Exercise Conditions, the Company shall cancel their Share Options corresponding to the respective exercise. The Company shall disclose the implementation thereof timely by way of announcement.

A Participant may transfer the shares of the Company obtained pursuant to the exercise of Share Options, but the transfer of shares held by the Directors and senior management of the Company shall be in compliance with the requirements of relevant laws, regulations and regulatory documents.

The Company shall make an application to the stock exchange first before any share option is exercised, and the securities registration and clearing institution will conduct registration procedure thereof upon confirmation by such stock exchange.

(IV) If the registered capital is designed to change upon the exercise of Share Options by the Participants, the Company shall handle the registration procedures in relation to the changes of the Company with the industry and commerce registration department.

Procedures for Amendment and Termination of the Incentive Scheme

Procedures for Amendment of the Incentive Scheme
1. If the Company intends to amend the Scheme before it is considered at the general meeting, such amendment shall be considered and approved by the Board.
2. If the Company intends to amend the Scheme after it is considered and approved at the general meeting, such amendment shall be considered and determined at the general meeting given that such amendment shall not result in the following:
3. 1. accelerating the unlocking/the exercise of the Share Options;
  2. reducing the grant price/exercise price.
4. The Independent Directors and the Supervisory Committee of the Company shall give independent opinions as to whether the amendments are conducive to the sustainable development of the Company or are significantly detrimental to the interests of the Company and the Shareholders as a whole.
5. A law firm shall issue professional opinions as to whether the amendments to the Scheme are in compliance with the requirements of the Management Measures and relevant laws and regulations or are significantly detrimental to the interests of the Company and the Shareholders as a whole.

Procedures for Termination of the Incentive Scheme
1. If the Company intends to terminate the implementation of the Incentive Scheme before it is considered at the general meeting, such termination shall be considered and approved by the Board.
2. If the Company intends to terminate the implementation of the Incentive Scheme after it is considered and approved at the general meeting, such termination shall be considered and approved at general meeting.
3. A law firm shall issue professional opinions as to whether the termination of the Incentive Scheme by the listed company is in compliance with the requirements of the Measures and relevant laws and regulations or is significantly detrimental to the interests of the listed company and the Shareholders as a whole.
4. If the Company's general meeting or the Board meeting considers and approves the resolution to terminate the implementation of the Share Options Incentive Scheme, it shall not be allowed to review Share Option Incentive Scheme in the following 3 months from the date of the announcement of the resolution.

VI. Respective Rights and Obligations of the Company/Participants

Rights and Obligations of the Company

The Company shall have the right to construe and execute the Incentive Scheme and shall appraise the performance of the Participants based on the requirements under the Incentive Scheme. If a Participant fails to fulfill the unlocking or Exercise Conditions required under the Incentive Scheme, the Company will cancel the Share Options, which have not been exercised by the Participants, and repurchase and cancel the Restricted Shares, which have not been unlocked by the Participants, in accordance with the principles under the Incentive Scheme.

The Company undertakes not to provide loans and financial support in any other forms, including providing guarantee for loans, to the Participants for acquiring the Share Options or Restricted Shares under the Incentive Scheme.

The Company shall discharge its obligations in a timely manner in relation to report and information disclosure under the Incentive Scheme in accordance with the relevant requirements.

(IV) The Company shall actively support the Participants who have fulfilled the exercise/ unlocking conditions to exercise the Share Options/unlock the Restricted Shares in accordance with the relevant requirements including those of the Incentive Scheme, the CSRC, the stock exchange, China Securities Depository and Clearing Corporation Limited. However, the Company disclaims any liability for losses incurred by the Participants who fail to exercise the Share Options/unlock the Restricted Shares at their own will due to reasons caused by the CSRC, the stock exchange and China Securities Depository and Clearing Corporation Limited.

The Company confirms that the eligibility of the Participants under the Incentive Scheme does not represent the right of such Participants to continue to serve the Company and does not constitute a commitment of employment for a fixed term by the Company. The employment relationship between the Company and the Participants is still governed by the employment contract between the parties.

Rights and Obligations of the Participants

A Participant shall comply with the requirements of his/her position as stipulated by the Company, and shall work diligently and responsibly, strictly observe professional ethics, and make contribution to the development of the Company.

(II) Source of funds shall be self-financed by the Participants.

Upon completion of registration by the Depository and Clearing Company, the Restricted Shares granted to the Participants shall have the same rights as shares, including but not limited to the rights to dividend and rights to rights issue conferred by such shares.
The Restricted Shares granted to the Participants under the Scheme shall not be transferred or used as guarantee or for repayment of debt before unlocking of the Restricted Shares.
The Share Options granted to the Participants shall not be transferred or used as guarantee or for repayment of debts.

(IV) Any gains of the Participants generated from the Incentive Scheme are subject to individual income tax and other taxes according to PRC tax laws.

The Participants undertake, where false statements or misleading statements in or material omissions from the information disclosure documents of the Company result in non-compliance with condition of grant or arrangements for exercise of the entitlements, the Participants concerned shall return to the Company all interests gained through the Share Incentive Scheme calculated from the date when it is confirmed that the relevant information disclosure documents of the Company contain false statements or misleading representations or material omissions.

(VI) Upon consideration and approval of the Incentive Scheme at the general meeting, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting of the Company, the Company will sign an Agreement on Grant/Subscription of the Share Incentive with each Participant in order to define their respective rights and obligations under the Incentive Scheme and other relevant matters.

(VII) Other relevant rights and obligations under the laws, regulations and the Incentive Scheme.

VII. Handling Unusual Changes to the Company/Participants

Handling Unusual Changes to the Company

The Scheme shall be terminated if any of the following events occurs to the Company:
1. change in control of the Company;
2. merger and spin-off of the Company.

The Incentive Scheme shall be terminated immediately if any of the following events occurs to the Company, the Restricted Shares which have been granted to the Participants but not yet unlocked shall not be unlocked and shall be repurchased and cancelled by the Company; in case of the following events under which one becomes personally liable, the repurchase price shall not exceed the grant price; and the Share Options which have been granted to the Participants but not yet exercised shall not be exercised and shall be cancelled by the Company:
1. issue of an auditors' report with adverse opinion or which indicates an inability to give opinion by a certified public accountant with respect to the financial report of the Company for its most recent accounting year;
2. issue of an auditors' report with adverse opinion or which indicates an inability to give opinion by a certified public accountant with respect to the internal control of the financial report of the Company for its most recent accounting year;
3. failure to conduct profit distribution in accordance with laws and regulations, the Articles of Association and public undertakings during the 36 months after listing;
4. prohibition from implementation of a share incentive scheme by laws and regulations;

5. other circumstances under which the Incentive Scheme shall be terminated as determined by the China Securities Regulatory Commission.
Where false statements or misleading statements in or material omissions from the information disclosure documents of the Company result in non-compliance with grant conditions or unlocking/exercise arrangements, all the Restricted Shares that have not been unlocked shall be repurchased and cancelled by the Company uniformly and all outstanding Share Options shall be cancelled by the Company uniformly. In respect of the Restricted Shares already unlocked by the Participants and the options already exercised by relevant Participants, the Participants concerned shall return to the Company all interests granted.
The Board shall recover the gain received by the Participants in accordance with the aforesaid provisions and the relevant arrangements under the Incentive Scheme.

(IV) In the event of any political and policy risks, serious natural calamities and other force majeure during the Vesting Period and the Exercise period, the occurrence of which is beyond the control of the Company's management, the Board may terminate the Incentive Scheme.

Handling Unusual Changes to the Participants

If the Participants are demoted but still meet the incentive conditions after demotion, the Restricted Shares that can be unlocked shall be re-determined according to the standards corresponding to their new positions, and the Restricted Shares so reduced shall be repurchased and cancelled by the Company; the Share Options that may be exercised shall be also re-determined accordingly, and the Share Options so reduced shall be cancelled.

If the Participants are demoted and no longer meet the incentive conditions as stipulated in the Scheme after demotion, the Restricted Shares that have been unlocked shall be vested normally, and the Restricted Shares that have been granted but not yet unlocked shall be repurchased and cancelled by the Company; the Share Options that are exercisable shall be exercisable in a normal manner, and the Share Options that have been granted but not yet exercisable shall be cancelled by the Company.

If any of the following circumstances occurs to a Participant, his/her unlocked Restricted Shares shall be vested in an accelerated manner, and the Restricted Shares which have been granted but not yet unlocked shall be accelerated and all the remaining Restricted Shares shall be vested in one tranche only; the Share Options which are exercisable shall be exercised within 3 months in an accelerated manner or be forfeited and the Share Options which have been granted but not yet exercisable shall be exercisable in an accelerated manner and exercised within 3 months; the Participant will be no longer subject to the performance conditions in respect of the exercise at company and individual level:
1. civil incapacity arising out of work;
2. death arising out of work;
3. normal retirement or early retirement.

If any of the following circumstances occurs, the unlocked Restricted Shares shall be vested in an accelerated manner, and the Restricted Shares which have been granted but not yet unlocked shall be repurchased and cancelled by the Company; the Share Options which are exercisable shall be exercised within 3 months in an accelerated manner or be forfeited and the Share Options which have been granted but not yet exercisable shall be cancelled by the Company:
1. When the labor contract of a Participant is terminated or dismissed by the Company due to reasons other than the above-mentionedA-C of Article 1;
2. When a Participant ceases to work in the listed company but still holds position in the Group due to the transfer of position;
3. When a Participant holds position in a wholly-owned or holding subsidiary of Great Wall Motor Company Limited, if Great Wall Motor Company Limited loses control of the subsidiary and the Participant still work in the subsidiary;
4. When a Participant serves as a Supervisor or an Independent Director or holds other position prohibited from holding the Company's shares/Share Options due to redesignation;

(IV) Where a Participant causes serious loss to the Company due to violation of laws, regulations or the "Red Line of the Company" during his/her term of office and thus terminates his/her labor relationship with the Company, the Company shall repurchase and cancel the Restricted Shares granted but not unlocked and the Company may require the Participant to return the proceeds from the unlocked Restricted Shares; the Company shall cancel the unexercised Share Options of the Participant and the Company may require the Participant to return the proceeds from the exercised Share Options.

Where a Participant after his/her termination of office causes serious loss to the Company due to violation of competition restrictions, offending the "Red Line of the Company" or major work problems identified after his/her termination of office, the Company shall have the right to require the Participant to return all the proceeds obtained under the Incentive Scheme.

(VI) In the implementation process of the Scheme, if a Participant is prohibited from being the Participant due to the circumstances as stipulated in Article 8 of the Management Measures, the Company shall not continue to grant him/her the rights and interests, and the Restricted Shares that have been granted but not yet unlocked shall be repurchased and cancelled by the Company at a repurchase price not higher than the grant price; the Share Options that have been granted but not yet exercised shall be terminated.

(VII) Other circumstances not stated above and the handling method thereof shall be determined by the Remuneration Committee.

Resolution of Disputes between the Company and the Participants

Any dispute arising out of the implementation of the Incentive Scheme and/or the share incentive agreement signed by the Company and the Participants or any dispute in relation to the Incentive Scheme and/or the share incentive agreement shall be settled by negotiation and communication between the parties or through mediation conducted by the Remuneration Committee of the Board of the Company. If relevant disputes fail to be settled through the abovementioned methods within 60 days from the date of occurrence of the disputes, either party is entitled to file a lawsuit with the people's court with jurisdiction in the place where the Company is located.

VIII. Information on the Company and Reasons for and Benefits of Adopting the Incentive Scheme

The Company is an integrated automobile manufacturer and together with its subsidiaries, the Group also engages in the production and sales of certain automotive parts and components.

The Incentive Scheme can further establish and improve the Company's long-term incentive mechanism, attract and retain talented individuals, fully mobilize the enthusiasm of senior management, mid-level management and core technical (business) backbone staff of the Company, bond the interests of Shareholders, the Company and core individuals together effectively, help various parties to attend to the long-term development of the Company, improve operational efficiency. The Directors of the Company (including Independent Non-executive Directors) believes that the adoption of the Incentive Scheme will help the Company achieve the above objectives, and is also of the view that the terms and conditions of the Incentive Scheme are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

IX. Hong Kong Listing Rules Implication

The Restricted A Share Incentive Scheme

The Restricted Shares Incentive Scheme does not constitute a Share Option Scheme under Chapter 17 of the Hong Kong Listing Rules. The grant of the Restricted A Shares to connected persons of the Company under this Scheme will constitute a non-exempt connected transaction of the Company, which is subject to reporting, announcement and Independent Shareholder's approval requirement under Chapter 14A of the Hong Kong Listing Rules. An Independent Board Committee will be established by the Company to advise the Independent Shareholders of the Company in respect of the grant of the Restricted A Shares to the Participants who are connected persons of the Company. Gram Capital, an independent financial adviser will also be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders of the Company in respect of the grant of the Restricted A Shares to the Participants who are connected persons of the Company.

The A Share Option Incentive Scheme

The Share Option Incentive Scheme constitutes a Share Option Scheme under Chapter 17 of the Hong Kong Listing Rules. Pursuant to Rule 14A.92(3)(a) of the Hong Kong Listing Rules, the grant of Share Options to any Participants who are connected persons of the Company under the Share Option Incentive Scheme is exempted from reporting, announcement and Independent Shareholder's approval requirement. The Company will apply for a waiver from strict compliance with the requirement of note 1 to Rule 17.03(9) of the Hong Kong Listing Rules in respect of the Exercise Price of the Share Options which may be granted under the Share Option Incentive Scheme.

Extraordinary General Meeting and Class Meetings
An extraordinary general meeting and Class Meetings of the Company will be held to consider and approve at discretion, amongst other things, proposed adoption of the Restricted A Share and A Share Option Incentive Scheme. The Company will despatch the notice of the extraordinary general meeting, the notice of the Class Meetings and the circular containing further details of the terms of the Restricted A Share and A Share Option Incentive Scheme to the Shareholders upon determining the convening date of the extraordinary general meeting and Class Meetings in accordance with the requirements under the Hong Kong Listing Rules and the Articles of Association.

DEFINITIONS

In this announcement, the following expressions have the following meanings unless the context requires otherwise:

"A Shares"	domestic share(s) with a nominal value of RMB1.00 each
	in the share capital of the Company which are listed on the
	Shanghai Stock Exchange and traded in Renminbi (Stock
	Code: 601633);

"Articles of Association"

"Board"

"Class Meetings"

articles of association of the Company, as amended, modified or otherwise supplemented from time to time;

the board of directors of the Company;

the A Shareholders' Class Meeting and the H Shareholders' Class Meeting to be convened by the Company for approving incentive scheme;

"Company" or	長城汽車股份有限公司 (Great Wall Motor Company
"Great Wall Motor"	Limited*), a joint stock company incorporated in the PRC
	with limited liability, the H Shares and A Shares of which
	are listed on Hong Kong Stock Exchange and the Shanghai
	Stock Exchange, respectively;

"Company Law"

"Connected Person(s)"

"CSRC"

"Director(s)"

"Exercisable Date"

"Exercise Conditions"

the Company Law of the PRC, as amended from time to time;

has the meaning ascribed to it under the Hong Kong Listing Rules;

China Securities Regulatory Commission;

director(s) of the Company;

the date on which the Participants are entitled to exercise the Share Options, which must be a trading day;

the conditions that must be fulfilled by the Participants to exercise the Share Options under the Share Option Incentive Scheme;

"Exercise Price"	the price determined under the Scheme, at which the
	Participants shall purchase the Shares of the Company;

"Exercise"

"Group"

"Grant Date"

"Grant Price"

"H Shares"

"Hong Kong"

"Hong Kong Listing Rules"

"Hong Kong Stock Exchange"

"Independent Director(s)"

"Incentive Scheme", "Scheme"

"Independent Financial Adviser" or "Gram Capital"

"Lock-up Period"

the Participants' exercise of the Share Options owned by them according to the Share Option Incentive Scheme, i.e. the Participants' purchase of target Shares according to the conditions as stipulated in the Incentive Scheme;

Great Wall Motor Company Limited and its subsidiaries;

the date on which the Company shall grant entitlements to the Participants, which must be a trading day;

the price of each Restricted Share granted to the Participants by the Company;

the overseas-listed foreign share(s) with a nominal value of RMB1.00 each in the share capital of the Company which are listed on the Main Board of the Hong Kong Stock Exchange and traded in Hong Kong dollars (Stock Code: 2333);

the Hong Kong Special Administrative Region of the PRC;

Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time;

The Stock Exchange of Hong Kong Limited;

the independent non-executive director(s) of the Company;

the 2020 Incentive Scheme of Restricted Shares and Share Options of Great Wall Motor Company Limited;

Gram Capital Limited, licensed corporation to carry out Type 6 (advising on corporate finance) regulated activity under the Securities and Futures Ordinance, will be appointed as the independent financial adviser to the Independent Board Committee and Independent Shareholders in respect of the first grant of restricted A share to the participants who are connected persons of the Company;

the period during which the Restricted Shares are restricted to be transferred or assigned or used as guarantee or for repayment of debts, if the conditions for exercise of entitlements by the Participants as stipulated in the Incentive Scheme are not satisfied;

"Management Measures"

"Participants"

"PRC"

"Restricted Shares"

"Securities Law"

"Share Options", "Options"

"Stock Exchange" "Share(s)" "Shareholders"

"subsidiary(ies)"

"Supervisor(s)"

"Supervisory Committee" "SSE Listing Rules"

"Unlocking Period"

the Management Measures for Share Incentives of Listed Companies;

senior management, key management and key technical (business) staff of the Company and directors of subsidiaries to be granted the Restricted Shares and the Share Options pursuant to the Incentive Scheme;

the People's Republic of China, excluding, for the purpose of this announcement only, Hong Kong, the Macau Special Administrative Region and Taiwan;

a certain number of Shares of the Company granted to the Participants according to the conditions and price stipulated in the Scheme, which are subject to a lock-up period and can only be unlocked for trading when the unlocking conditions as stipulated in the Incentive Scheme are satisfied;

the Securities Law of the People's Republic of China;

the rights to be granted by the Company to the Participants to purchase a certain number of Shares at a predetermined price within a certain period of time in the future;

the Shanghai Stock Exchange;

A Share(s) and H Share(s);

holders of the Company's Shares including A Share(s) and H Share(s);

unless the context requires otherwise, has the meaning ascribed thereto under the Hong Kong Listing Rules;

supervisor(s) of the Company;

the supervisory committee of the Company;

Rules Governing the Listing of Stocks on the Shanghai Stock Exchange;

the period during which the Restricted Shares of the Participants are unlocked and can be transferred upon the fulfillment of the Unlocking Conditions as stipulated in the Incentive Scheme;

"Vesting Period"	the period commencing from the date of registration of the
	grant of the Share Options and ending on the Exercisable
	Date of the Share Options;
"%"	percent.

This announcement is published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk), the Shanghai Stock Exchange (www.sse.com.cn) and the official 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, 30 January 2020

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 purpose only

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Great Wall Motor Co. Ltd. published this content on 30 January 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 January 2020 09:49:01 UTC

Market Closed - Hong Kong S.E. Other stock markets 09:08:20 14/05/2024 BST			5-day change	1st Jan Change
14.22 ^HKD	+7.40%		+17.33%	+40.24%

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Great Wall Motor Company Limited Reports Unaudited Sales Results for the Month and Year-To-Date Ended March 2024	04-01	CI
Great Wall Motor Company Limited Reports Unaudited Production Results for the Month and Year-To-Date Ended March 2024	04-01	CI
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GREAT WALL MOTOR COMPANY LIMITED	+40.24%	28.46B
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GENERAL MOTORS COMPANY	+26.28%	51.35B
FORD MOTOR COMPANY	+0.41%	49.66B
TATA MOTORS LIMITED	+21.32%	42.33B
HYUNDAI MOTOR COMPANY	+21.13%	39.3B
MAHINDRA & MAHINDRA LIMITED	+33.13%	30.27B

Great Wall Motor Company Limited

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2333

CNE100000338

Auto & Truck Manufacturers

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