Great Wall Motor Company Limited (GWMOTOR) announced that its board approved the draft “2026 Restricted A Share Incentive Scheme” on 28 April 2026, aiming to deepen long-term alignment between the automaker and up to 1,515 core employees and managers.

The plan authorises the issuance of up to 37.30 million new A shares—equivalent to 0.44% of current share capital—at a grant price of RMB10.38 per share. All shares will come from new issuances rather than secondary-market purchases.

Eligibility is limited to directors and senior executives of controlled subsidiaries, as well as middle-management and key technical or business staff across the group. Independent directors, shareholders holding ≥5% of the company, de facto controllers and their close relatives are excluded. No current board directors will receive awards under the 2026 scheme.

Key performance hurdles link unlocking to both company-wide and individual targets:

• First unlocking window (50% of granted shares, months 13-24): 2026 sales ≥1.80 million vehicles and audited net profit ≥RMB10.00 billion.

• Second unlocking window (remaining 50%, months 25-36): 2027 sales ≥2.16 million vehicles and audited net profit ≥RMB15.00 billion.

Completion rates below 80% of targets trigger full forfeiture and company repurchase of the related shares. Individual unlocking ratios range from 0–100% based on annual performance ratings.

The scheme’s three-year validity ends once all shares are unlocked or repurchased. Combined with existing incentive plans, total equity available for all outstanding programmes remains capped at 10% of issued A shares, while any single participant’s cumulative allotment is limited to 1%.

Estimated accounting expense for the plan totals RMB359.20 million, to be amortised over 2026–2028 (RMB104.99 million, RMB196.73 million and RMB57.47 million respectively), subject to final grant details.

Shareholder approval is required at an upcoming extraordinary general meeting and separate A- and H-share class meetings. As the scheme involves issuing new A shares, it falls under Hong Kong Listing Rules 17.02–17.11; however, grants to connected persons are fully exempt from additional shareholder approval under Rule 14A.92(3)(a).

GWMOTOR stated that the incentive framework is designed to transition employees from “workers doing work” to “partners doing business,” fostering sustained growth as the company accelerates its push in new-energy, intelligent-vehicle and global markets.