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长城汽车股份有限公司 GREAT WALL MOTOR COMPANY LIMITED*
(a joint stock company incorporated in the People's Republic of China with limited liability) (Stock Code: 2333)
CONNECTED TRANSACTION CAPITAL INCREASE AGREEMENT
The Board announces that on 26 March 2009, the Company entered into the Capital Increase Agreement with Dragonet pursuant to which the parties have agreed to increase the registered capital of Smart from RMB94 million to RMB24 million. Under the Capital Increase Agreement, the Company will solely contribute the full amount of the RMB20 million increase in Smart's registered capital. Upon completion of the capital increase, the Company and Dragonet will be interested in 54.67% and 45.33%, respectively, of the registered capital in Smart. Dragonet is a company established in the British Virgin Islands with limited liabilities. It is an investment holding company. Dragonet holds 25% equity interest in the following subsidiaries of the Company, namely, 保定长城汽车桥业有限公司 (Baoding Changcheng Vehicle Axles Industries Co., Ltd); 北京格瑞特汽车零部件有限公司 (Beijing Great Automotive Components Company Limited); 保定长福冲压件有限公司 (Baoding Changfu Pressings Co., Ltd); 保定曼德汽车配件有限公司 (Baoding Mind Auto Component Co., Ltd) and 50% equity interest in Smart. Pursuant to the Listing Rules, Dragonet is a connected person of the company and the transaction under the Capital Increase Agreement constitutes a connected transaction of the Company under the Listing Rules. Since each of the applicable percentage ratios (as defined in Rule 4.07 of the Listing Rules) for the transaction under the Capital Increase Agreement is less than 2.5%, the aforesaid transaction is only subject to the reporting and announcement requirements set out in Rules 4A.45 to 4A.47 of the Listing Rules and are exempt from the independent shareholders' approval requirements under the Listing Rules. The Board announces that on 26 March 2009, the Company entered into the Capital Increase Agreement with Dragonet pursuant to which the parties have agreed to increase the registered capital of Smart from RMB94 million to RMB24 million.

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