(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 2014 Annual Report 2 0 14 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 Director Yang Zhi Juan Work commitment Liu Ping Fu (Executive director) Director He Ping Work commitment Niu Jun (Non-executive director) Independent director Lu Chuang Work commitment Ma Li Hui (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 Ji Wen Jun, 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 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 2014 amounted to RMB8,041,196,445.17 and RMB8,041,535,517.60 respectively. The Company proposed to declare a cash dividend of RMB2,433,938,400.00 at RMB0.80 per share (tax inclusive) for the year ended 31 December 2014. This proposal is subject to the approval by the shareholders in the 2014 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 Annual Report 2014 Contents Great Wall Motor Company Limited Section 1 Section 9 Definitions and Reminder of Changes in Equity and Shareholders 66 Material Risks 2 Section 10 Section 2 Directors, Supervisors, Corporate Profile 4 Senior Management and Employees 75 Section 3 Section 11 Highlights of Accounting Data and Corporate Governance Report 90 Financial Indicators 9 Section 12 Section 4 Internal Controls 111 Chairman’s Statement 13 Section 13 Section 5 Financial Report (Audited) 113 Management Discussion and Analysis 16 Section 14 Section 6 Index of Documents Available Report of the Board 28 for Inspection 264 Section 7 Report of the Supervisory Committee 53 Section 8 Significant Events 55 Section 1 Definitions and Reminder of Material Risks I. DEFINITIONS In this report, the following expressions shall, unless the context otherwise requires, have the following meanings: Definitions for commonly used terms “Company” or “Great Wall Motor” Great Wall Motor Company Limited (長城汽車股份有限公司), a joint 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; “Group” the Company and its subsidiaries; “Reporting Period” or twelve months ended 31 December 2014; “Current Period” or “the Year” “Board” the board of directors of the Company; “PRC” the People’s Republic of China; “CSRC” China Securities Regulatory Commission; “SFC” The Securities and Futures Commission in Hong Kong; “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited; “MOF” Ministry of Finance of the PRC; “Articles” articles of association of the Company, as amended, modified or otherwise supplemented from time to time; “Company Law” Company Law of the PRC; “Securities Laws” securities laws of the PRC; “ASBE” China Accounting Standards for Business Enterprises (CASBE); “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; “Model Code” Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Hong Kong Listing Rules; “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended from time to time; “Competing Business” a business that is identical with or similar to the principal business and other businesses of the Company; “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); 2 Great Wall Motor Company Limited Section 1 Definitions and Reminder of Material Risks “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); “A Shareholder(s)” holders of A Share(s); and “H Shareholder(s)” holders of H Share(s); II. REMINDER OF MATERIAL RISKS This report contains the description of the possible risks related to the Company. Please refer to the “Potential risks” under “Discussion and Analysis of the Board Concerning the Future Development of the Company” in item II of Section 6 headed “Report of the Board” of this report. Annual Report 2014 3 Section 2 Corporate Profile 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 Suite 2703, 27th Floor, 100QRC, 100 Queen’s Road Central, 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 for publishing www.sse.com.cn this annual report Place for inspection of the Company’s annual report 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 www.hkexnews.hk Stock Exchange for publishing this annual report The Company’s website for publishing www.gwm.com.cn this annual report 4 Great Wall Motor Company Limited Section 2 Corporate Profile V. INFORMATION ON THE COMPANY’S SHARES Information on the Company’s Shares Stock exchanges Previous Stock for the listing of 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 Stock for the listing of Number of Classes the Company’s Shares Listing date issued shares Board lot A Shares Shanghai Stock Exchange 28 September 2011 2,009,243,000 100 A Shares (Total shares: 3,042,423,000 shares, H Shares: 1,033,180,000 shares) H Shares Hong Kong Stock Exchange 15 December 2003 1,033,180,000 500 H Shares (Total shares: 3,042,423,000 shares, A Shares: 2,009,243,000 shares) VI. CHANGES IN REGISTRATION DETAILS OF THE COMPANY DURING THE REPORTING PERIOD (I) Basic information There was no change in the registration details of the Company during the Reporting Period. (II) Details of the initial registration of the Company For details of the initial registration of the Company, please refer to “Other Relevant Information” in the section headed “Corporate Profile” of the 2011 annual report of the Company published on the website of Shanghai Stock Exchange (as the report was issued in respect of the Company’s A shares, it was published on the website of the Hong Kong Stock Exchange in the form of overseas regulatory announcement). (III) Changes in the principal businesses since the listing of the Company There has been no change in the principal businesses of the Company since its listing. (IV) Changes of controlling shareholder since the listing of the Company Baoding Innovation Great Wall Asset Management Company Limited (保定創新長城資產管理有限公司) has been the controlling shareholder of the Company since the listing of A Shares of the Company. There has been no change since then.