Great Wall Motor Announces Poll Results: Major Adjustments to Incentive Schemes Approved

Key Points for Investors

• All proposed resolutions regarding adjustments and amendments to performance appraisal targets and management measures for multiple incentive schemes were passed at three shareholder meetings held on March 6, 2026.
• Resolutions relate to the 2023 Restricted Share Incentive Scheme, 2023 Share Option Incentive Scheme, and the 2023 Second ESOP (Employee Stock Ownership Plan).
• Both A Shareholders (mainland China) and H Shareholders (Hong Kong) overwhelmingly approved these changes, with high participation rates and strong majority support.
• Specific shareholders who are participants in the relevant incentive schemes abstained from voting, as required.
• All voting procedures and meeting protocols were confirmed to be compliant with PRC regulations and company articles by independent legal and audit witnesses.

Details of the Shareholder Meetings

Meeting Overview

On March 6, 2026, Great Wall Motor Company Limited convened an Extraordinary General Meeting (EGM), an H Shareholders’ Class Meeting, and an A Shareholders’ Class Meeting at the company’s Conference Room in Baoding, Hebei, China. Both on-site and online voting methods were used, with online voting facilitated through the Shanghai Stock Exchange’s trading system for A shareholders.

Attendance and Voting Quorum

• EGM: Shareholders holding 5,981,295,550 shares (69.89% of issued share capital) were present, including 5,230,838,802 A Shares and 750,456,748 H Shares.
• H Shareholders’ Class Meeting: 749,100,557 H Shares (32.31% of total issued H Shares) were represented.
• A Shareholders’ Class Meeting: 5,230,838,802 A Shares (83.84% of total issued A Shares) were represented.

Resolutions Passed and Potential Price Sensitivity

Resolutions with High Impact

The following resolutions, all of which were approved, could have significant implications for the company’s share value due to changes in performance incentives and management measures that may affect employee motivation, future earnings, and dilution risk:

1. Adjustments to Performance Appraisal Targets for the 2023 Restricted Share Incentive Scheme:
   
   • Approved overwhelmingly (A Shares: 99.87% for; H Shares: 85.39% for).
   • Participants in the scheme (23,849,377 A Shares) abstained.
2. Amendments to Appraisal Management Measures for the 2023 Restricted Share Incentive Scheme:
   
   • Approved with similar majority (A Shares: 99.87% for; H Shares: 85.43% for).
   • Scheme participants abstained.
3. Adjustments and Amendments for the 2023 Share Option Incentive Scheme:
   
   • Performance targets and management measures both approved (A Shares: 99.89% for; H Shares: >96% for).
   • Participants in the scheme (9,591,112 A Shares) abstained.
4. Adjustments and Amendments for the 2023 Second ESOP:
   
   • Performance targets and management measures both approved (A Shares: 99.93% for; H Shares: ~89% for).
   • ESOP participants (5,711,340 A Shares) abstained.

The strong approval rates and the nature of these amendments indicate shareholder confidence in the company’s incentive plans. However, such schemes often have implications for share dilution and corporate governance, which investors should monitor.

Procedural Validity and Legal Compliance

• All meetings and resolutions were confirmed by independent legal advisers (Jincheng Tongda & Neal Law Firm) and scrutineers (Deloitte Touche Tohmatsu) to comply fully with applicable laws and company articles.
• No shareholder was required to abstain except for scheme participants; no intention to vote against or abstain was declared in advance.

Implications for Shareholders

• Potential Price Sensitivity: The approval of incentive scheme adjustments and management measures may impact share value through increased employee motivation, possible dilution, and better alignment with performance targets. Investors should review the details published on the company and HKEX websites for specifics.
• No Veto or Amendments: All resolutions were passed as proposed, with no new resolutions, amendments, or vetoes, indicating a unified shareholder base and strong board leadership.
• Transparency and Compliance: The company’s adherence to regulation and transparency in reporting strengthens investor confidence.

Board and Legal Oversight

• Board members included Executive Directors Wei Jian Jun, Zhao Guo Qing, and Li Hong Shuan; Employee Director Lu Cai Juan; Non-executive Director He Ping; and Independent Non-executive Directors Yue Ying, Fan Hui, and Tom Siulun Chau.
• Meetings were witnessed by PRC legal advisers to ensure compliance and validity.

Conclusion

Investors should note the successful approval of all proposed amendments to incentive schemes, as these are likely to affect future performance, share dilution, and corporate governance. The broad shareholder support and full legal compliance suggest strong confidence in the company’s direction, but investors should remain vigilant regarding the potential impact on share value.

Disclaimer

This article is based on publicly available information from Great Wall Motor Company Limited’s official announcement. It is for informational purposes only and does not constitute investment advice. Investors are advised to consult professional advisers and review relevant company documents before making investment decisions. The author and publisher accept no liability for any losses arising from reliance on the information provided herein.

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