证券代码：601633 证券简称：长城汽车公告编号：2026-011 四、风险提示 转债代码：113049 转债简称：长汽转债 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其内容 的真实性、准确性和完整性承担法律责任。 本公告所载2025年年度主要财务数据为根据《中国企业会计准则》编制的初步核算数据，未经会计师事 务所审计，与经审计的财务数据可能存在差异，具体数据以公司2025年年度报告中披露的数据为准，提 请投资者注意投资风险。 2026年1月30日，长城汽车股份有限公司(以下简称"本公司"或"公司")以书面传签方式召开了第八届董事 会第四十七次会议，全体董事会成员审议并通过了《关于公司2025年年度业绩快报的议案》，表决结果 如下：8票同意，0票反对，0票弃权。本公司2025年年度业绩快报情况如下： 一、业绩快报期间 2025年1月1日至2025年12月31日 二、2025年年度主要财务数据和指标（合并财务数据） 单位：人民币亿元 三、经营业绩和财务状况情况说明 本报告期公司实现销量和营业收入的同比增长，同时加速构建直连用户的新渠道模式，以及加大新车 型、新技术的上 ...

Group 1 - Shuangliang Energy is expected to report a net loss of between 1.06 billion to 780 million yuan in 2025 [1] - Oujing Technology has halted production at two subsidiaries to reduce losses [1] - Blue Sky Technology's controlling shareholder plans to transfer 2% of shares through inquiry [1] Group 2 - Zhongchong Co. plans to repurchase shares worth 100 million to 200 million yuan for convertible bond conversion [1] - Yitian Intelligent anticipates a total loss of between 186 million to 152 million yuan for the year 2025 [1] - Wannianqing received administrative regulatory measures from Jiangxi Securities Regulatory Bureau due to information disclosure violations [1] Group 3 - Jiangshan Oupai expects a pre-loss of 180 million to 230 million yuan in 2025 [1] - Hebang Bio received a warning letter due to revenue recognition and information disclosure issues [1] - Huazheng Convertible Bond is subject to forced redemption [1] Group 4 - Daotong Convertible Bond will not be forcibly redeemed [2] - Several convertible bonds including Huazheng, Ta21, and others will not undergo adjustments [2] - Lianrui Convertible Bond is set to be listed on January 28 [1]

Core Viewpoint - The board of directors of Great Wall Motors has decided not to lower the conversion price of the "Changqi Convertible Bond" despite triggering the conditions for a downward adjustment due to stock price performance [2][5][18]. Group 1: Meeting Decisions - The board held its 46th meeting on January 23, 2026, with all 8 directors present, and unanimously approved the proposal not to adjust the conversion price of the "Changqi Convertible Bond" [1][2]. - The decision was made based on confidence in the company's long-term potential and to protect the interests of all investors [18]. Group 2: Convertible Bond Details - The "Changqi Convertible Bond" was issued on June 10, 2021, with a total amount of 3.5 million bonds, each with a face value of 100 yuan, totaling 3.5 billion yuan [6][7]. - The bond has a maturity period of 6 years, from June 10, 2021, to June 9, 2027, with an initial conversion price of 38.39 yuan per share, which has been adjusted multiple times since issuance [7][19]. - The current conversion price is 39.61 yuan per share, and the bond's conversion period is from December 17, 2021, to June 9, 2027 [7][19]. Group 3: Price Adjustment Conditions - The conditions for a downward adjustment of the conversion price were triggered when the company's A-share stock price was below 85% of the current conversion price for at least 15 out of 30 consecutive trading days [5][17]. - The board has decided not to propose a downward adjustment for the next 6 months, from January 24, 2026, to July 23, 2026, even if the conditions are met again during this period [18].

Group 1 - The company has announced that the "Changqi Convertible Bonds" are expected to meet the conditions for a downward adjustment of the conversion price [1] - The company issued 35 million convertible bonds with a total value of 3.5 billion yuan, which began trading on July 8, 2021 [2] - The initial conversion price was set at 38.39 yuan per share, and the current conversion price is 39.16 yuan per share [2] Group 2 - The downward adjustment clause allows the company to propose a new conversion price if the stock price is below 85% of the current conversion price for at least 15 out of 30 consecutive trading days [3] - The adjustment requires approval from two-thirds of the voting rights at a shareholders' meeting, excluding bondholders from voting [3] - If the adjustment is made, the new conversion price must be higher than the average stock price over the 20 trading days prior to the meeting [3] Group 3 - The company previously decided not to exercise the downward adjustment right on July 4, 2025, and will reconsider after January 5, 2026, if the conditions are met again [5] - As of January 16, 2026, the company's stock price has been below 85% of the current conversion price for ten trading days, indicating a potential trigger for the adjustment [6] - If the stock price remains below the threshold for five out of the next twenty trading days, the downward adjustment clause may be triggered [6]

Sales Performance - In November 2025, the company sold 57,309 vehicles overseas, bringing the total sales from January to November to 448,648 vehicles [3] - The company sold 40,113 new energy vehicles in November 2025, with a cumulative total of 364,731 new energy vehicles sold from January to November [4] Convertible Bond Conversion - From November 1 to November 30, 2025, no convertible bonds were converted into company shares, with a total conversion amount of 0 yuan and 0 shares converted [7] - Since the start of the conversion period on December 17, 2021, a total of 4,944,000 yuan of convertible bonds have been converted into 129,652 shares, representing 0.0014% of the total shares issued before conversion [10] - As of November 30, 2025, the amount of unconverted convertible bonds stands at 3,495,055,000 yuan, accounting for 99.8587% of the total issuance [10] Stock Option Incentive Plan - The first exercise period of the 2023 stock option incentive plan allows for 18,948,783 shares to be exercised, with no shares exercised in November 2025, representing 0% of the total options available for this period [7] - The exercise price for the stock options is set at 26.47 yuan per share [21] - As of November 30, 2025, only 2 out of 1,036 eligible participants exercised their options, resulting in a total of 31 shares registered and 834.07 yuan raised for working capital [23]

Core Viewpoint - The announcement details the conversion of convertible bonds and the results of the 2023 stock option incentive plan, highlighting low conversion rates and the status of unconverted bonds [2][6][18]. Convertible Bond Conversion Status - From September 1 to September 30, 2025, a total of 42,000 yuan of "Changqi Convertible Bonds" were converted into 1,072 shares of company stock [2][6]. - Cumulatively, from December 17, 2021, to September 30, 2025, 4,942,000 yuan of "Changqi Convertible Bonds" have been converted into 129,601 shares, representing 0.0014% of the company's total shares before conversion [2][6]. - As of September 30, 2025, the amount of unconverted convertible bonds stands at 3,495,057,000 yuan, accounting for 99.8588% of the total issuance [2][6]. 2023 Stock Option Incentive Plan - The first exercise period of the 2023 stock option incentive plan allows for the exercise of 18,948,783 stock options, with the exercise period running from May 12, 2025, to January 25, 2026 [2][7]. - As of September 30, 2025, only 31 shares have been exercised under the plan, with a total of 834.07 yuan raised for working capital [17]. - The exercise price for the stock options is set at 26.47 yuan per share [17]. Company Actions and Share Capital Changes - The company has conducted several stock buybacks and cancellations due to various reasons, including the departure of incentive plan participants, resulting in the cancellation of 1,075,400 shares [18]. - The company has fulfilled the necessary procedures to notify creditors and has submitted applications for the cancellation of shares to the relevant authorities [18].

Group 1 - The company reported overseas sales of 45,166 units in August 2025, with cumulative sales of 283,912 units from January to August 2025 [3] - In August 2025, the company sold 37,495 units of new energy vehicles, totaling 232,502 units sold from January to August 2025 [4] Group 2 - During the period from August 1 to August 31, 2025, a total of 1,000 yuan of "Changqi Convertible Bonds" were converted into 25 shares of company stock [7] - From December 17, 2021, to August 31, 2025, a total of 4,900,000 yuan of "Changqi Convertible Bonds" were converted into 128,529 shares, representing 0.0014% of the company's total issued shares before conversion [10] - As of August 31, 2025, the amount of unconverted convertible bonds was 3,495,099,000 yuan, accounting for 99.86% of the total issuance [11] Group 3 - The first exercise period of the 2023 stock option incentive plan allowed for 18,948,783 shares to be exercised, with no shares exercised in August 2025 [8][19] - The exercise price for the first exercise period of the 2023 stock option incentive plan was adjusted to 26.47 yuan per share [18] - As of August 31, 2025, a total of 30 shares were exercised under the 2023 stock option incentive plan, raising 807.60 yuan for working capital [22]

Core Points - The announcement details the conversion of convertible bonds and the results of the 2023 stock option incentive plan by Great Wall Motor Co., Ltd. [1][4] Convertible Bonds Conversion - From August 1 to August 31, 2025, a total of 1,000 yuan of "Changqi Convertible Bonds" was converted into 25 shares of the company's stock. [1] - Cumulatively, from December 17, 2021, to August 31, 2025, 4,900,000 yuan of "Changqi Convertible Bonds" has been converted into 128,529 shares, representing 0.0014% of the company's total issued shares before conversion. [1][5] - As of August 31, 2025, the amount of convertible bonds that have not been converted is 3,495,099,000 yuan, accounting for 99.86% of the total issued convertible bonds. [6] Convertible Bonds Issuance Overview - The company issued 35 billion yuan worth of convertible bonds on June 10, 2021, with a face value of 100 yuan per bond, approved by the China Securities Regulatory Commission. [2] - The initial conversion price was set at 38.39 yuan per share, which has been adjusted to 39.16 yuan per share due to various corporate actions. [2][5] 2023 Stock Option Incentive Plan - The first exercise period for the 2023 stock option incentive plan allows for the exercise of 18,948,783 shares, with a self-exercise method from May 12, 2025, to January 25, 2026. [4] - As of August 31, 2025, no shares have been exercised from this plan, representing 0% of the total available options for the first exercise period. [4][12] Stock Option Exercise and Fundraising - Through the self-exercise method, a total of 30 shares have been registered and 807.60 yuan has been raised, which will be used to supplement working capital. [12] - The stock options exercised will be listed for trading on the second trading day after the exercise date. [12] Changes in Share Capital - The total number of shares before the changes was 8,558,946,263, and after the conversion of convertible bonds and stock options, it increased to 8,558,946,288 shares. [13] - The distribution of shares remains compliant with listing conditions after the changes. [13]

Report Industry Investment Rating No information provided regarding the report industry investment rating. Core Viewpoints of the Report - Historically, convertible bonds with overseas - listed stocks rarely had successful downward revisions. From 2016 to now, among 36 convertible bonds with overseas - listed stocks, only 2 had downward - revision histories, namely Huayou Convertible Bond (Swiss GDR listed) and Electric Convertible Bond (Hong Kong listed) [4][8]. - Currently, there are 9 convertible bonds in the entire convertible bond market with shares circulating outside the A - share market. Among them, 5 companies are listed in Hong Kong, and Great Wall Motor also has shares circulating in the US OTC market. 4 companies have issued Swiss GDRs [4][7]. - Overall, after listing in Hong Kong or the US, due to the opposition of foreign investors, there may be some obstacles to the downward revision of convertible bonds. However, considering the downward - revision situation of Electric Convertible Bond, such convertible bonds still have the possibility of downward revision, but it may require the controlling shareholder to have a relatively large number of domestic and overseas equities and the convertible bonds to have been reduced for voting [4]. - Recently, the number of issuers submitting Hong Kong - listing plans in the convertible bond market has been increasing. Considering the more complex clause handling of convertible bonds after Hong Kong listing historically, some low - remaining - term targets may have opportunities to play with clauses, which is a potential "possible change" worthy of attention in the current market environment where the overall parity of convertible bonds has significantly increased [4]. Summary by Relevant Catalogs 1. Historical Downward - Revision Situations of Convertible Bonds with Overseas - Listed Stocks - There are 9 convertible bonds in the current convertible bond market with shares circulating outside the A - share market, including 5 Hong Kong - listed companies and 4 companies with Swiss GDR issuances [7][8]. - From 2016 to now, among 36 convertible bonds with overseas - listed stocks, only 2 had downward - revision histories. About 16 of these targets triggered downward revisions, among which 3 convertible bonds proposed downward revisions, but Fulai Convertible Bond failed in the downward - revision proposal. Among the remaining 13 convertible bonds, 7 have been delisted, and 6 are still in the market [8][9]. 1.1 Shanghai Electric: Shareholder Meetings Held in Both A - share and H - share Markets, with 25% of H - shareholders Opposing - Electric Convertible Bond was listed on the Shanghai Stock Exchange in February 2016 and delisted in 2021. In November 2018, the company's board of directors proposed a downward revision of the convertible bond. In the special resolution on voting to revise the conversion price of Electric Convertible Bond, nearly 100% of A - shareholders voted in favor, and 75% of H - shareholders voted in favor. Since the total number of favorable votes in both places exceeded two - thirds, the downward - revision proposal passed. Throughout its life cycle, Electric Convertible Bond only had this one downward revision and finally expired and was delisted [11][12]. - From the 2018 holder structure of Electric Convertible Bond, it can be inferred that the actual controller participated in the voting. From the shareholder structure disclosed by the Hong Kong Stock Exchange in the 2018 semi - annual report, neither the controlling shareholder nor foreign investors had the right to veto [15]. - Three points can be summarized from the case of Electric Convertible Bond: foreign investors are likely to vote against downward revisions; the successful downward revision of Electric Convertible Bond may be due to the controlling shareholder having a large proportion of voting rights in both A - shares and H - shares; if a convertible bond proposes a downward revision, it may require more than two - thirds of favorable votes from both A - shares and H - shares [18][19]. 1.2 Huayou Cobalt: No Separate Shareholder Meeting for GDR, Similar to Foreign Investors in A - shares - Since Huayou Cobalt issued GDRs, its holders need to exercise voting rights through custodians. In November 2024, only one A - share temporary shareholder meeting was held for the downward - revision vote. The participating equity was 560 million shares, accounting for 33.4% of the total share capital. The major shareholder did not participate in the voting, and the opposing votes were about 10%. Considering that Huayou Cobalt's GDRs accounted for less than 6% of the total share capital, foreign investors had relatively less say in the downward revision [20]. 2. Summary: Planning for Hong Kong Listing is a "Possible Change" for Convertible Bonds - After listing in Hong Kong or the US, due to the opposition of foreign investors, there may be some obstacles to the downward revision of convertible bonds. However, such convertible bonds still have the possibility of downward revision. Since 2025, the number of issuers submitting Hong Kong - listing plans in the convertible bond market has been increasing. Some low - remaining - term targets may have opportunities to play with clauses, but after the corresponding issuers' H - share listing, the opportunities for clause games may be fewer [22].

Core Viewpoint - The announcement details the results of the repurchase option for the "Changqi Convertible Bonds" and indicates that the low repurchase amount will not significantly impact the company's financial status [1][2]. Group 1: Repurchase Announcement - The repurchase period for the "Changqi Convertible Bonds" is from July 29, 2025, to August 4, 2025 [1]. - The effective number of repurchase applications was 10 bonds, with a total repurchase amount of 1,002.00 RMB, including accrued interest and tax [2]. - The repurchase price is set at 100.20 RMB per bond, including accrued interest and tax [2]. Group 2: Repurchase Results and Impact - The repurchase amount is low and will not have a significant effect on the company's cash flow, asset status, or equity situation [2]. - The repurchase funds have been transferred to the designated account of the China Securities Depository and Clearing Corporation Limited, Shanghai Branch, with the payment date set for August 7, 2025 [2]. - Unredeemed "Changqi Convertible Bonds" will continue to be traded on the Shanghai Stock Exchange [3].