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Major and Connected Transaction In THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Wuling Motors Holdings Limited (the ‘‘Company’’), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. This circular is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company. (1) MAJOR AND CONNECTED TRANSACTION IN RELATION TO CAPITAL INCREASE IN WULING INDUSTRIAL (2)CONNECTEDTRANSACTIONINRELATIONTOISSUEOF CONVERTIBLE NOTES UNDER SPECIFIC MANDATE (3) PROPOSED PLACING OF CONVERTIBLE NOTES UNDER SPECIFIC MANDATE (4) RE-ELECTION OF THE RETIRING DIRECTORS AND (5) NOTICE OF SPECIAL GENERAL MEETING Arranger Joint Placing Agents Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders Capitalised terms used in this cover page shall have the same meanings as those defined in this circular. A letter from the Board is set out on pages 8 to 41 of this circular. A letter from the Independent Board Committee containing its recommendations in respect of the Capital Increase and the Subscription to the Independent Shareholders is set out on pages 42 to 43 of this circular. A letter from Gram Capital containing its advice on the Capital Increase and the Subscription to the Independent Board Committee and the Independent Shareholders is set out on pages 44 to 60 of this circular. A notice convening the SGM to be held at Unit 2403, 24/F, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong on Friday, 16 December 2016 at 12:00 noon is set out on pages SGM-1 to SGM-3 of this circular. Whether or not you intend to attend and vote at the SGM in person, you are requested to complete, sign and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong branch share registrar and transfer office, Tricor Tengis Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so desire. 28 November 2016 CONTENTS Page Definitions ..................................................................... 1 Letter from the Board .......................................................... 8 Letter from the Independent Board Committee ................................. 42 Letter from Gram Capital ...................................................... 44 Appendix I — Financial Information of the Group ........................... I-1 Appendix II — Financial Information of Wuling Industrial Group ............ II-1 Appendix III — Unaudited Pro Forma Financial Information of the Group . III-1 Appendix IV — Management Discussion and Analysis of Wuling Industrial Group ................................... IV-1 Appendix V — Valuation Report of Wuling Industrial Group ................ V-1 Appendix VI — Details of the retiring Directors proposed to be re-elected at the SGM .................................... VI-1 Appendix VII— General Information .......................................... VII-1 Notice of SGM ................................................................. SGM-1 – i – DEFINITIONS Unless the context otherwise requires, capitalised terms used in this circular shall have the following meanings: ‘‘Announcement’’ the announcement of the Company dated 13 October 2016 regarding the major and connected transaction in relation to the Capital Increase; connected transaction in relation to the issue of Convertible Notes A; and proposed placing of Convertible Notes B ‘‘Arranger’’ China Industrial Securities International Capital Limited, a companyincorporatedinHongKongandalicensed corporation under the SFO to carry on type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities ‘‘associate(s)’’ hasthemeaningascribedtoitundertheListingRules ‘‘Board’’ the board of Directors ‘‘Business Day’’ a day, other than Saturday and a day on which a tropical cyclone warning no. 8 or above is hoisted or a ‘‘black rainstorm warning signal’’ isgiveninHongKongatany time between 9:00 a.m. and 5:00 p.m., on which licensed banks in Hong Kong are open for general banking business throughout their normal business hours ‘‘Capital Increase’’ the contribution of an additional sum of RMB590,000,000 (equivalent to approximately HK$664,340,000) in cash by the Company to Wuling Industrial which will be settled by the First Instalment and the Second Instalment, of which RMB279,601,173 (equivalent to approximately HK$314,831,000) will be contributed to the registered capital of Wuling Industrial and the remaining balance of RMB310,398,827 (equivalent to approximately HK$349,509,000) will be contributed to the capital reserves of Wuling Industrial ‘‘Capital Increase Agreement’’ the conditional capital increase agreement dated 13 October 2016 entered into between the Company, Guangxi Automobile and Wuling Industrial in relation to the Capital Increase of Wuling Industrial ‘‘Company’’ Wuling Motors Holdings Limited (五菱汽車集團控股有限 公司), an exempted company incorporated in Bermuda with limited liability and the issued Shares of which are listed on the Stock Exchange ‘‘connected person(s)’’ hasthemeaningascribedtoitundertheListingRules – 1 – DEFINITIONS ‘‘controlling Shareholder(s)’’ hasthemeaningascribedtoitundertheListingRules ‘‘Conversion Period’’ the period during which the Noteholder(s) may exercise the Conversion Rights to subscribe for the Conversion Shares A at the Conversion Price, details of which are set out in the paragraph headed ‘‘Principal terms of the Convertible Notes A’’ in this circular ‘‘Conversion Price’’ the conversion price at which each Conversion Share shall be issued upon a conversion of all or any part of the Convertible Notes, which is initially fixed at HK$0.70 per Conversion Share and subject to adjustments (if any) ‘‘Conversion Rights’’ Conversion Rights A and Conversion Rights B ‘‘Conversion Rights A’’ the rights attaching to the Convertible Notes A to convert the whole or part of the outstanding principal amount of the Convertible Notes A into Conversion Shares A subject to the terms and conditions of the Convertible Notes A ‘‘Conversion Rights B’’ the rights attaching to the Convertible Notes B to convert the whole or part of the outstanding principal amount of the Convertible Notes B into Conversion Shares B subject to the terms and conditions of the Convertible Notes B ‘‘Conversion Share(s)’’ Conversion Shares A and Conversion Shares B ‘‘Conversion Shares A’’ new Share(s) to be allotted and issued by the Company upon the exercise of the conversion rights attaching to the Convertible Notes A ‘‘Conversion Shares B’’ new Share(s) to be allotted and issued by the Company upon the exercise of the conversion rights attaching to the Convertible Notes B ‘‘Convertible Notes’’ the Convertible Notes A and the Convertible Notes B ‘‘Convertible Notes A’’ the 4.0% convertible notes due in 2019 in an aggregate principal amount of HK$400,000,000 to be issued by the Company to Wuling HK pursuant to the Subscription Agreement ‘‘Convertible Notes B’’ the 4.0% convertible notes due in 2019 in an aggregate principal amount of up to HK$300,000,000 to be issued by the Company pursuant to the Placing Agreement ‘‘Directors’’ directors of the Company – 2 – DEFINITIONS ‘‘Dragon Hill’’ Dragon Hill Development Limited, a company incorporated in Samoa with limited liability and a substantial Shareholder beneficially interested in approximately 15.34% of the total number of Shares in issue of the Company as at the Latest Practicable Date. It is solely and beneficially owned by Mr. Lee Shing, an executive Director, the vice-chairman and the Chief Executive Officer of the Company ‘‘First Instalment’’ the capital increase of a sum of RMB340,000,000 (equivalent to approximately HK$382,840,000) in cash by the Company to Wuling Industrial of which RMB161,126,100 (equivalent to approximately HK$181,428,000) will be contributed to the registered capital of Wuling Industrial and RMB178,873,900 (equivalent to approximately HK$201,412,000) will be contributed to the capital reserves of Wuling Industrial ‘‘Gram Capital’’ or Gram Capital Limited, a licensed corporation to carry out ‘‘Independent Financial Type 6 (advising on corporate finance) regulated activity Adviser’’ under the SFO), and the independent financial adviser to the Independent Board Committee and the Independent Shareholders regarding the Capital Increase and the Subscription
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