(a joint stock company incorporated in the People’s Republic of China with limited liability) H Share Stock Code: 2333 A Share Stock Code: 601633 2015 Annual Report * For identification purpose only IMPORTANT NOTICE I. The Board, the Supervisory Committee and the directors, supervisors and senior management of the Company warrant that the information in this annual report is true, accurate and complete and does not contain any false representations, misleading statements or material omissions, and jointly and severally take responsibility for its contents. II. Director(s) absent from the Board meeting Position of the Name of the director(s) Reasons for being director(s) absent absent from absent from from the Board meeting the Board meeting the Board meeting Representative Independent director Liang Shang Shang Work commitment Lu Chuang (Independent non-executive director) III. Deloitte Touche Tohmatsu Certified Public Accountants LLP (auditor of the Company) has issued the standard audited report for the Company without qualified opinion. The financial information in the annual report was prepared in accordance with China Accounting Standards for Business Enterprises and the relevant laws and regulations. IV. Wei Jian Jun, person-in-charge of the Company, Li Feng Zhen, person-in-charge of the accounting affairs and Lu Cai Juan, person-in-charge of the accounting department (head of the accounting department), declare that they warrant the truthfulness, accuracy and completeness of the financial report in this annual report. V. Proposal of profit distribution or capitalization of capital reserve during the Reporting Period approved by the Board During the Reporting Period, the Company has issued share dividends by way of capitalization of the undistributed profits on the basis of 10 new shares for every 10 shares in issue and distributed a cash dividend of RMB2.50 per 10 shares (tax inclusive) out of the undistributed profits to all shareholders, aggregating to 3,042,423,000 shares and RMB760,605,750 (tax inclusive) based on the total of 3,042,423,000 share capital as of 30 June 2015. The Company has also issued shares to all shareholders by way of capitalization of capital reserve (share premium) on the basis of 10 shares for every 10 shares in issue, aggregating to 3,042,423,000 shares. After the issue of the share dividends and the capitalization of capital reserves, the total share capital of the Company will increase by 6,084,846,000 shares to 9,127,269,000 shares. As audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, the net profit of the Company and net profit attributable to shareholders of the Company in 2015 amounted to RMB8,060,364,756.76 and RMB8,059,332,452.64 respectively. The Company proposed to declare a cash dividend of RMB1,734,181,110.00 at RMB0.19 per share (tax inclusive) for the year ended 31 December 2015. This proposal is subject to the approval by the shareholders in the 2015 annual general meeting of the Company. VI. Risks relating to forward-looking statements Forward-looking statements, such as plans for the future and development strategies, contained in this report do not constitute any actual commitment of the Company to investors. Investors should be aware of the relevant risks. VII. Was there any non-operational appropriation of the Company’s funds by its controlling shareholders and related parties? No VIII. Was there any provision of guarantee to external parties in violation of the stipulated decision- making procedures? No IX. Reminder of material risks During the Reporting Period, there were no material risks resulting in any significant impact on the production and operation of the Company. Risks and corresponding measures that the Company may encounter in the course of its production and operation have been described in “Discussion and Analysis concerning the Future Development of the Company” under item III of Section 5 headed “Management Discussion and Analysis” of this report. Annual Report 2015 CONTENTS Great Wall Motor Company Limited Section 1 Section 8 Definitions 6 Significant Events 56 Section 2 Section 9 Corporate Profile and Changes in Ordinary Shares Key Financial Indicators 8 and Shareholders 69 Section 3 Section 10 Business Highlights of the Company 16 Directors, Supervisors, Senior Management and Employees 77 Section 4 Chairman’s Statement 19 Section 11 Corporate Governance Report 90 Section 5 Management Discussion and Analysis 21 Section 12 Financial Report 107 Section 6 Report of the Board 47 Section 13 Index of Documents Available Section 7 for Inspection 256 Report of the Supervisory Committee 54 Section 1 Definitions I. DEFINITIONS In this report, the following expressions shall, unless the context otherwise requires, have the following meanings: Definitions for commonly used terms “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); “A Shareholder(s)” holders of A Share(s); “Articles” articles of association of the Company, as amended, modified or otherwise supplemented from time to time; “Board” the board of directors of the Company; “Company” or Great Wall Motor Company Limited (長城汽車股份有限公司), a joint stock “Great Wall Motor” company incorporated in the PRC with limited liability, the H Shares and A Shares of which are listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange, respectively; “Company Law” Company Law of the PRC; “Competing Business” a business that is identical with or similar to the principal business and other businesses of Great Wall Motor Company Limited; “CSRC” China Securities Regulatory Commission; “Group” Great Wall Motor Company Limited and its subsidiaries; “H Shares” 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); “H Shareholder(s)” holders of H Share(s); “Hong Kong Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time; “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited; “Model Code” Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Hong Kong Listing Rules; “Non-Public Issuance” the proposed issuance of not more than 833,912,400 A Shares by the Company to not more than ten target investors with the expected proceeds from the issuance of not more than RMB12.0 billion; “PRC” the People’s Republic of China; “Reporting Period” or twelve months ended 31 December 2015; “Current Period” or “the Year” 06 GREAT WALL MOTOR COMPANY LIMITED Section 1 Definitions “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended from time to time; and “Shanghai Stock Exchange” Shanghai Stock Exchange in the PRC. ANNUAL REPORT 2015 07 Section 2 Corporate Profile and Key Financial Indicators I. CORPORATE INFORMATION Chinese name of the Company 長城汽車股份有限公司 Abbreviation of Chinese name of the Company 長城汽車 English name of the Company Great Wall Motor Company Limited Abbreviation of English name of the Company Great Wall Motor Legal representative Wei Jian Jun II. CONTACT PERSONS AND CONTACT METHODS Secretary to the Board Representative of Securities Affairs Name Xu Hui (Company Secretary) Chen Yong Jun Address No. 2266 Chaoyang Road South, No. 2266 Chaoyang Road South, Baoding, Hebei Province, the PRC Baoding, Hebei Province, the PRC Telephone 86(312)-2197813 86(312)-2197813 Fax 86(312)-2197812 86(312)-2197812 E-mail address [email protected] [email protected] III. BASIC INFORMATION Registered address of the Company No. 2266 Chaoyang Road South, Baoding, Hebei Province, the PRC Postal code of the registered address of the Company 071000 Office address of the Company No. 2266 Chaoyang Road South, Baoding, Hebei Province, the PRC Postal code of the office address of the Company 071000 Company’s website www.gwm.com.cn E-mail address [email protected] Principal place of business in Hong Kong 13th Floor, One Pacific Place, 88 Queensway, Hong Kong IV. INFORMATION DISCLOSURE AND PLACE OF DOCUMENT INSPECTION Designated newspapers for information disclosure China Securities Journal, Shanghai Securities News Website designated by the CSRC www.sse.com.cn for publishing this annual report Place for inspection of the Company’s annual report Securities Department of Great Wall Motor Company Limited No. 2266 Chaoyang Road South, Baoding, Hebei Province, the PRC Website designated by the Hong Kong Stock Exchange www.hkexnews.hk for publishing this annual report The Company’s website for publishing www.gwm.com.cn this annual report 08 GREAT WALL MOTOR COMPANY LIMITED Section 2 Corporate Profile and Key Financial Indicators V. INFORMATION ON THE COMPANY’S SHARES Information on the Company’s Shares Stock exchanges Previous for the listing of stock Stock classes the Company’s Shares Stock abbreviation Stock code abbreviation A Shares Shanghai Stock Exchange Great Wall Motor 601633 — H Shares Hong Kong Stock Exchange Great Wall Motor 2333 — Stock exchanges for the listing of Stock Classes the Company’s Shares Listing date Number of issued shares Board lot A Shares Shanghai Stock Exchange 28 September 2011 6,027,729,000 100 A Shares (Total shares: 9,127,269,000 shares, H Shares: 3,099,540,000 shares) H Shares Hong Kong Stock Exchange 15 December 2003 3,099,540,000