(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 2 019 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 contents of this annual report are true, accurate and complete and do not contain any false representations, misleading statements or material omissions, and jointly and severally take legal liability for its contents. II. All the directors of the Company attended the Board meeting. III. Deloitte Touche Tohmatsu Certified Public Accountants LLP 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, Liu Yu Xin, 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 reviewed by the Board As audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, the net profit of the Group and net profit attributable to shareholders of the Company in 2019 amounted to RMB4,530,732,870.30 and RMB4,496,874,893.92 respectively. The Company proposed to declare a cash dividend of RMB2,281,817,250.00, (representing RMB0.25 per share) (tax inclusive) to the shareholders of the Company for the year ended 31 December 2019. This proposal is subject to the approval at the 2019 annual general meeting of the Company. VI. Risks relating to forward-looking statements √ Applicable Not applicable Forward-looking statements, such as future plans and development strategies, contained in this report do not constitute any actual commitment of the Company to its investors. Investors should be aware of the investment risks. VII. Was there any non-operational appropriation of the Company’s funds by controlling shareholders and its related parties? No VIII. Was there any provision of guarantee for 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 that the Company may encounter in the course of production and operation and its corresponding measures have been detailedly described in “Discussion and Analysis concerning the Future Development of the Company” under item III of Section 5 headed “Discussion and Analysis of the Business Operation of the Company (Management Discussion and Analysis)” of this report. X. Others Applicable √ Not applicable CONTENTS Section 1 Section 8 Definitions 16 Significant Events 83 Section 2 Section 9 Corporate Profile and Changes in Ordinary Shares Key Financial Indicators 18 and Shareholders 114 Section 3 Section 10 Business Highlights of the Company 27 Description of Preference Shares 123 Section 4 Section 11 Chairman’s Statement 30 Directors, Supervisors, Senior Management and Employees 124 Section 5 Discussion and Analysis of the Section 12 Business Operation of the Company Corporate Governance Report 137 (Management Discussion and Analysis) 33 Section 13 Section 6 Description of Corporate Bonds 163 Report of the Board 73 Section 14 Section 7 Financial Report (Auditor’s Report) 164 Report of the Supervisory Committee 80 Section 15 Index of Documents Available for Inspection 360 Leading the Trend with INTELLIGENT TECHNOLOGY Amazing Your Eyes by WEY’s REDEFINED LUXURY Leading the Trend with INTELLIGENT TECHNOLOGY Amazing Your Eyes by WEY’s REDEFINED LUXURY Leading the Trend with INTELLIGENT TECHNOLOGY Driving to the FUTURE Driving to the FUTURE 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 Share(s)” 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)” holder(s) 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 ”Great Wall Motor” stock 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 Share(s)” 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)” holder(s) 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; 16 GREAT WALL MOTOR COMPANY LIMITED Section 1 Definitions “PRC” the People’s Republic of China; “Reporting Period” or twelve months ended 31 December 2019; ”Current Period” or ”the Year” “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. ANNUAL REPORT 2019 17 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 of the Company 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 Room 1903-1904, 19/F, Hong Kong Trade Centre, 161 Des Voeux Road Central, Sheung Wan, Hong Kong IV. INFORMATION DISCLOSURE AND PLACE OF DOCUMENT INSPECTION Designated media 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 reports Securities Legal Affairs 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 this annual report www.gwm.com.cn 18 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 Stock classes the Company’s Shares 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 Number of Stock Classes the Company’s Shares Listing date issued shares Board lot A Shares Shanghai Stock Exchange 28 September 2011 6,027,729,000 100 shares 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 3,099,540,000 500 shares H Shares (Total shares: 9,127,269,000 shares, A Shares: 6,027,729,000 shares) ANNUAL REPORT 2019 19 Section 2 Corporate Profile and Key Financial Indicators VI. OTHER RELEVANT INFORMATION Domestic accounting firm appointed Name Deloitte Touche Tohmatsu Certified by the Company Public Accountants LLP (the auditor of the Company) Office address 30/F, 222 Yan An Road East, Huangpu District, Shanghai Names of the Tong Chuan Jiang signing accountants Yang Ning Legal adviser to the Company Herbert Smith Freehills (as to Hong Kong law) Legal adviser to the Company Jincheng Tongda & Neal Law Firm, Beijing (as to the PRC law) H Share registrar and transfer office Computershare Hong Kong Investor