10:25 GREAT WALL AUTO<02333> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. GREAT WALL AUTOMOBILE HOLDING COMPANY LIMITED* (a joint stock company incorporated in the People's Republic of China with limited liability)(Stock code: 2333) PROPOSED AMENDMENTS TO THE ARTICLES AND THE A SHARES ARTICLES The Board passed resolutions on 15 March 2005 proposing to, among other things, amend the relevant provisions of the Articles and the A Shares Articles in order to (a) reflect the change of the English name of the Company, (b) comply with the feedback opinion issued by the CSRC concerning the application for public offer of shares by the Company in the PRC, and (c) comply with provisions under "Certain Regulations on Strengthening of the Protection of Public Shareholders Interests" issued by the CSRC. The proposed amendments to the Articles and the A Shares Articles are subject to the approval of the Shareholders by way of passing a special resolution at the AGM. The board of the directors (the "Board") of Great Wall Automobile Holding Company Limited (the "Company") passed resolutions on 15 March 2004 proposing to, among other things, amend the relevant provisions of the articles of association of the Company (the "Articles") and the draft articles of association of the Company approved by the H shares and domestic shares shareholders (the "Shareholders") of the Company on 26 October 2004 (the "A Shares Articles") in order to (a) reflect the change of the English name of the Company, (b) comply with the feedback opinion issued by the China Securities Regulatory Commission ("CSRC") concerning the application for public offer of shares by the Company in the People's Republic of China (the "PRC"), and (c) comply with provisions under "Certain Regulations on Strengthening of the Protection of Public Shareholders Interests" issued by the CSRC. The proposed amendments to the Articles and/or the A Shares Articles are as follows: 1. The English name of the Company "Great Wall Automobile Holding Company Limited" referred to in article 2 of the Articles and the A Shares Articles shall be deleted and substituted by "Great Wall Motor Company Limited". 2. The following paragraph is to be added as the second paragraph to article 131 of the Articles and the A Shares Articles: Where any director falls within the ambit of articles 57 or 58 of the Company Law of the PRC and is identified by the China Securities Regulatory Commission as being prohibited from entering the securities market, the board of directors shall stop such director from performing his duties immediately from the date of such finding and shall call a meeting of the shareholders for the removal of such director. Where any supervisor falls within the ambit of articles 57 or 58 of the Company Law of the PRC and is identified by the China Securities Regulatory Commission as being prohibited from entering the securities market, the supervisory committee shall stop such supervisor from performing his duties immediately from the date of such finding and shall call a meeting of the shareholders or the staff members, as applicable, of the Company for the removal of such supervisor. Where any manager falls within the ambit of articles 57 or 58 of the Company Law of the PRC and is identified by the China Securities Regulatory Commission as being prohibited from entering the securities market, the board of directors shall stop such manager from performing his duties immediately from the date of such finding and shall call a meeting of the board of directors for the removal of such manager. 3. The following paragraphs are to be added to the A Shares Articles as follows: (A) to the end of article 60 as a new paragraph: Where online voting is adopted for the annual general meeting, the proposed resolutions shall be announced by the board of directors at least 10 days in advance. Any resolution proposed at the general meeting or other proposed resolutions which have not been announced shall not be included in the agenda of the general meeting. (B) to the end of article 62 as a new paragraph: