Guangzhou Automobile Group Co., Ltd. — Proxy Solicitation & Information Statement 2012

Oct 30, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Guangzhou Automobile Group Co., Ltd. , you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker, or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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GUANGZHOU AUTOMOBILE GROUP CO., LTD. 廣州汽車集團股份有限公司

(a joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2238)

SUPPLEMENTAL CIRCULAR RELATING TO THE THIRD EXTRAORDINARY GENERAL MEETING OF 2012 AND

SUPPLEMENTAL NOTICE OF THE THIRD EXTRAORDINARY GENERAL MEETING OF 2012

This supplemental circular should be read together with the circular issued by the Company to the Shareholders dated 28 September 2012 (the “Circular”).

Notice convening the Third Extraordinary General Meeting of 2012 of Guangzhou Automobile Group Co., Ltd. to be held at Company Conference Room of 23rd Floor, Chengyue Building, 448 Dong Feng Zhong Road, Yuexiu District, Guangzhou at 1:00 p.m. on Thursday, 15 November 2012 was set out on pages 61 to 65 of the Circular. A supplemental notice of the Extraordinary General Meeting dated 31 October 2012 is set out on pages 12 to 16 of this supplemental circular.

The first form of proxy despatched with the Circular is superseded by the second form of proxy enclosed herewith . Whether or not you are able to attend the EGM, you are requested to complete the accompanying second form of proxy in accordance with the instructions printed thereon and return the same to the Company’s H Share Registrar, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong at least 24 hours before the time of holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the second form of proxy will not preclude you from attending and voting at the meeting should you so wish.

31 October 2012

CONTENT

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**LETTER **	FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
2.	Cancellation of the Original Resolutions in relation to
	the Proposed Issuance of A Share Convertible Bonds and
	the Proposed Issuance of Domestic Corporate Bonds in the EGM Notice .	3
3.	Additional Resolutions in Relation to the Proposed Issuance of
	Domestic Corporate Bonds in the Principal Amount of
	not exceeding RMB6 Billion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	The Third Extraordinary General Meeting of 2012 . . . . . . . . . . . . . . . . . . . .	5
5.	Second Form of Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Voting By Way of Poll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I PROPOSAL FOR THE PUBLIC ISSUANCE OF
	DOMESTIC CORPORATE BONDS IN THE AGGREGATE
	PRINCIPAL AMOUNT OF NOT EXCEEDING RMB6 BILLION. . .	8
SUPPLEMENTAL NOTICE OF THE THIRD EXTRAORDINARY
GENERAL MEETING OF 2012. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		12

– i –

DEFINITIONS

In this supplemental circular, the following expressions shall have the meanings set out below unless the context requires otherwise:

“Circular”

• the circular issued by the Company to the Shareholders dated 28 September 2012 in relation to, among others, (1) proposed amendments to the Articles of Association; (2) proposed absorption and merger of Guangzhou Auto; (3) proposed grant of general mandate for issuance of A Shares to the Board; (4) proposed issuance of domestic corporate bonds; (5) proposed issuance of A Share Convertible Bonds in the aggregate principal amount of not exceeding RMB4 billion (inclusive of RMB4 billion); and (6) dividend distribution plan for the Shareholders for 2012 to 2014

• “Domestic Corporate Bonds”

• domestic corporate bonds in the aggregate principal amount of not exceeding RMB6 billion (inclusive of RMB6 billion) proposed to be issued by the Company in the PRC

• “EGM Notice”

• the notice convening the EGM dated 28 September 2012 as set out on pages 61 to 65 of the Circular

• “First Form of Proxy”

• the form of proxy despatched to the Shareholders together with the Circular and the accompanying EGM Notice on 28 September 2012

• “Second Form of Proxy”

• the form of proxy to be despatched to the Shareholders together with this supplemental circular and the accompanying Supplemental Notice of EGM on 31 October 2012

• “Supplemental Notice of EGM”

• the supplemental notice of EGM dated 31 October 2012 as set out on pages 12 to 16 of this supplemental circular

In addition, unless otherwise defined herein, capitalized terms used in this supplemental circular shall have the same meanings as those defined in the Circular.

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LETTER FROM THE BOARD

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GUANGZHOU AUTOMOBILE GROUP CO., LTD. 廣州汽車集團股份有限公司

(a joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2238)

Executive Directors: Zhang Fangyou (Chairman) Zeng Qinghong (Vice Chairman) Yuan Zhongrong Lu Sa

Registered office: 23/F, Chengyue Building 448-458 Dong Feng Zhong Road Yuexiu District Guangzhou, the PRC

Non-executive Directors: Fu Shoujie Liu Huilian Wei Xiaoqin Li Tun Li Pingyi Ding Hongxiang

Principal place of business in Hong Kong: Room 808, Citicorp Centre 18 Whitfield Road Causeway Bay, Hong Kong

Independent non-executive Directors: Wu Gaogui Ma Guohua Xiang Bing Law Albert Yu Kwan Li Zhengxi

31 October 2012

To the Shareholders

Dear Sir or Madam,

SUPPLEMENTAL CIRCULAR RELATING TO THE THIRD EXTRAORDINARY GENERAL MEETING OF 2012 AND

SUPPLEMENTAL NOTICE OF THE THIRD EXTRAORDINARY GENERAL MEETING OF 2012

1. Introduction

Reference are made to the Circular and the EGM Notice. Unless otherwise defined herein, capitalized terms used in this supplemental circular shall have the same meanings as those defined in the Circular.

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LETTER FROM THE BOARD

The purpose of this supplemental circular is to provide you with information regarding (i) cancellation of the consideration of resolutions in relation to the proposed issuance of A Share Convertible Bonds and the domestic corporate bonds in the aggregate principal amount of not exceeding RMB4 billion at the EGM; (ii) details of the additional resolutions in relation to the proposed issuance of the Domestic Corporate Bonds in the aggregate principal amount of not exceeding RMB6 billion to be proposed at the EGM; and (iii) details of the arrangement for the First Form of Proxy and the Second Form of Proxy, and to give you the Supplemental Notice of EGM, which is set out on pages 12 to 16 of this supplemental circular.

2. Cancellation of the Original Resolutions in relation to the Proposed Issuance of A Share Convertible Bonds and the Proposed Issuance of Domestic Corporate Bonds in the EGM Notice

In light of the current changes in the macro environment and the condition of share price of the Company, after careful consideration, the Directors are of the view that this may not be the best timing to issue convertible bonds. In this regard, the Board decided not to propose the following resolutions in relation to A Share Convertible Bonds for consideration at the EGM:

• (i) Resolution in relation to the grant of general mandate to the Board for the issuance of A Shares (the original resolution No. 3 of the EGM Notice);

• (ii) Resolution in relation to the issuance of A Share Convertible Corporate Bonds by the Company (the original resolution No. 5 of the EGM Notice);

• (iii) Resolution in relation to the satisfaction by the Company of the criteria for the issuance of A Share Convertible Bonds (the original resolution No. 7 of the EGM Notice); and

• (iv) Resolution in relation to the feasibility of investment projects in respect of the use of proceeds raised by the issuance of A Share Convertible Bonds (the original resolution No. 8 of the EGM Notice).

As mentioned in the Circular, the maximum aggregate principal amount of the domestic corporate bonds originally proposed to be issued was RMB4 billion (inclusive of RMB4 billion). Given that the Company will cancel the issuance of A Share Convertible Bonds, for the purpose of satisfying the capital requirements for the rapid growth of the Company’s operations, the Board is of the view that the issuance of the domestic corporate bonds in a maximum aggregate principal amount of RMB4 billion is not suitable for the current condition of the Company. As a result, the Board decided not to propose the following resolutions in relation to the domestic corporate bonds for consideration at the EGM:

• (v) Resolution in relation to the public issuance of the domestic corporate bonds by the Company (the original resolution No. 4 of the EGM Notice); and

• (vi) Resolution in relation to the provision of guarantee by Guangzhou Automobile Industry Group Co., Ltd. for the issuance of the domestic corporate bonds (the original resolution No. 6 of the EGM Notice).

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LETTER FROM THE BOARD

3. Additional Resolutions in Relation to the Proposed Issuance of Domestic Corporate Bonds in the Principal Amount of not exceeding RMB6 billion

Pursuant to Article 69 of the Articles of Association, shareholders individually or jointly holding 3% or above of the shares of the Company are entitled to propose extraordinary motions to the Company and submit them in writing to the convener ten days before the convening of the general meeting. The convener shall issue supplementary notice of the general meeting to announce the content of the extraordinary motions within two days after receiving the proposed motions.

On 29 October 2012, GAIG (holding an aggregate of 3,755,047,257 issued shares carrying voting rights of the Company, representing 58.35% of the issued shares of the Company) submitted a letter to the Board proposing two additional resolutions in relation to the issuance of the Domestic Corporate Bonds in the aggregate principal amount of not exceeding RMB6 billion (inclusive of RMB6 billion) and the provision of guarantee by GAIG for the issuance of such Domestic Corporate Bonds.

Details of the additional resolutions are as follows:

• A. Resolution in relation to the public issuance of the Domestic Corporate Bonds in the aggregate principal amount of not exceeding RMB6 billion by the Company

The Board will propose to the Shareholders to consider and, if thought fit, approve the issuance of the Domestic Corporate Bonds in the aggregate principal amount of not exceeding RMB6 billion at the EGM by way of a special resolution. According to the Company Law of the PRC and the Articles of Association, the issuance of the Domestic Corporate Bonds is subject to approval of the Shareholders at the EGM by way of special resolution and approval of the relevant PRC competent authorities.

The specific arrangement for the proposed issuance of the Domestic Corporate Bonds is set out in Appendix I to this supplemental circular. Except for the increase in maximum aggregate principal amount from RMB4 billion to RMB6 billion, there is no difference between the terms and specific arrangement of the proposed issuance of the Domestic Corporate Bonds and those of the original proposal for issuance of the domestic corporate bonds as set out in the Circular.

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LETTER FROM THE BOARD

• B. Resolution in relation to the provision of guarantee by Guangzhou Automobile Industry Group Co., Ltd. for the issuance of the Domestic Corporate Bonds in the aggregate principal amount of not exceeding RMB6 billion

To support the development of the Company, GAIG, the controlling Shareholder, will provide guarantee for the Company’s issuance of Domestic Corporate Bonds, details of which are as follows:

The guarantee is a full-amount, unconditional, irrevocable, joint-liability guarantee. The subject of the guarantee is the Domestic Corporate Bonds issued by the Company as approved by CSRC. The aggregate issuance amount of the Domestic Corporate Bonds (i.e. the aggregate face value) shall not exceed RMB6 billion (inclusive of RMB6 billion). The actual issuance amount of the Domestic Corporate Bonds shall be the actual amount of Domestic Corporate Bonds issued by the Company within the scope as approved by CSRC.

The scope of guarantee includes the principal, interest, damages, compensation for loss of the Domestic Corporate Bonds and all expenses for realizing the bonds.

The term of guarantee shall be from the first day of the issuance of the Domestic Corporate Bonds until two years after the maturity date of the Domestic Corporate Bonds. GAIG shall charge an annual guarantee fee of 0.1% on the balance of the Domestic Corporate Bonds guaranteed (being the principal and interest which has not been paid on time, damages, etc. (if any)).

The Board will propose to the Shareholders to consider and, if thought fit, approve the guarantee to be provided by GAIG for the Company’s issuance of the Domestic Corporate Bonds at the EGM by way of an ordinary resolution. GAIG shall abstain from voting for such resolution.

4. The Third Extraordinary General Meeting of 2012

The EGM will be held as originally scheduled at Company Conference Room of 23rd Floor, Chengyue Building, 448 Dong Feng Zhong Road, Yuexiu District, Guangzhou at 1:00 p.m. on Thursday, 15 November 2012 to consider the special and ordinary resolutions relating to, inter alia, the following: (1) proposed amendments to the Articles of Association; (2) proposed absorption and merger of Guangzhou Auto; (3) proposed issuance of Domestic Corporate Bonds in the aggregate principal amount of not exceeding RMB6 billion; (4) proposed provision of guarantee by GAIG for the issuance of the Domestic Corporate Bonds in the aggregate principal amount of not exceeding RMB6 billion; and (5) dividend distribution plan for the Shareholders for 2012 to 2014. The Supplemental Notice of EGM is set out on pages 12 to 16 of this supplemental circular.

Except for the cancellation of the resolutions in relation to the issuance of A Share Convertible Bonds and the domestic corporate bonds in the aggregate principal amount of not exceeding RMB4 billion, as well as the two additional resolutions in relation to the proposed issuance of the Domestic Corporate Bonds with a maximum aggregate principal amount of RMB6 billion and the proposed provision of guarantee by GAIG for the issuance

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LETTER FROM THE BOARD

of the Domestic Corporate Bonds as mentioned in this supplemental circular, there is no change in the contents of other resolutions. Details of the proposed amendments to the Articles of Association, proposed absorption and merger of Guangzhou Auto and dividend distribution plan for the Shareholders for 2012 to 2014 are set out in Appendix I, Appendix II and Appendix VII to the Circular respectively.

In order to determine the list of Shareholders who are entitled to attend the EGM, the Company’s register of members has been closed from Tuesday, 16 October 2012 and will continue to be closed until Thursday, 15 November 2012, both days inclusive, during which period no transfer of Shares will be registered. Shareholders whose names appeared on the register of members by 4:30 p.m. on Monday, 15 October 2012 are entitled to attend and vote at the meeting.

5. Second Form of Proxy

As there are changes in the resolutions proposed to be considered at the EGM after the dispatch of the Circular containing the EGM Notice and the First Form of Proxy, the Company has prepared a new form of proxy which is enclosed with this supplemental circular.

Shareholders are requested to complete the Second Form of Proxy in accordance with the instructions printed thereon and return the same to the Company’s H Share Registrar, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong at least 24 hours before the time of holding of the EGM (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting at the EGM should you so wish.

Shareholders who intend to appoint a proxy to attend the EGM but have not yet lodged the First Form of Proxy with the Company’s H Share Registrar are requested to complete the Second Form of Proxy and return the same to the Company’s H Share Registrar, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong at least 24 hours before the time of holding of the EGM or any adjournment thereof (as the case may be).

Shareholders who have lodged the First Form of Proxy with the Company’s H Share Registrar should note that:

• (i) If no Second Form of Proxy is lodged with the Company’s H Share Registrar in accordance with the instructions printed thereon, the First Form of Proxy (if duly completed) will be treated as a valid form of proxy lodged . In addition to the resolutions set out in the EGM Notice and the First Form of Proxy, the proxies so appointed under the First Form of Proxy will be entitled to vote or abstain from voting at his/her discretion on any resolutions properly put to the EGM, including the additional resolutions no. 3 and 4 as set out in the Supplemental Notice of EGM.

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LETTER FROM THE BOARD

• (ii) If the Second Form of Proxy is lodged with the Company’s H Share Registrar in accordance with the instructions printed thereon at or before 1:00 p.m. on Wednesday, 14 November 2012, the Second Form of Proxy (whether duly completed or not) will revoke and supersede the First Form of Proxy previously lodged . The Second Form of Proxy (if duly completed) will be treated as a valid form of proxy.

• (iii) If the Second Form of Proxy is lodged with the Company’s H Share Registrar after 1:00 p.m. on Wednesday, 14 November 2012, the Second Form of Proxy will be deemed invalid. The First Form of Proxy previously lodged by the Shareholder will not be revoked . The First Form of Proxy (if duly completed) will be treated as a valid form of proxy. In addition to the resolutions set out in the EGM Notice and the First Form of Proxy, the proxies so appointed under the First Form of Proxy will be entitled to vote or abstain from voting at his/her discretion on any resolutions properly put to the EGM, including the additional resolutions no. 3 and 4 as set out in the Supplemental Notice of EGM.

Shareholders should note that completion and return of the First Form of Proxy and/or the Second Form of Proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

6. Voting By Way of Poll

In accordance with Rule 13.39(4) of the Listing Rules, votes for all the resolutions at the EGM will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands, and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

7. Recommendation

The Directors believe that the resolutions set out in the Supplemental Notice of EGM are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of the relevant resolutions as set out in the Supplemental Notice of EGM.

By order of the Board Guangzhou Automobile Group Co., Ltd. Zhang Fangyou Chairman

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APPENDIX I

PROPOSAL FOR THE PUBLIC ISSUANCE OF DOMESTIC CORPORATE BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT EXCEEDING RMB6 BILLION

To satisfy the capital demand required for the Company’s rapid operational growth and to further reduce financial costs and enhance the competitiveness of the Company, pursuant to the relevant provisions in the Company Law of the PRC, Securities Law of the PRC, Pilot Rules on Issuance of Corporate Bonds etc. and other laws, regulations and regulatory documents, combining with the Company’s specific circumstances, the Company proposes to publicly issue Domestic Corporate Bonds not exceeding RMB6 billion, and has formulated the relevant issuance proposal. Details of the proposal are set forth below:

1. Number of bonds to be issued

The principal amount of the Domestic Corporate Bonds to be issued in the PRC shall not exceed RMB6 billion (inclusive of RMB6 billion) (hereinafter referred to as the “Domestic Corporate Bonds”) and the Domestic Corporate Bonds may be issued in one tranche or in multiple tranches. The exact issuance amount of the bonds and the manner of tranches shall be determined by the Board or its authorized persons (as authorised by the Shareholders at the EGM) according to the capital demand of the Company and market conditions at the time of issue within the above limit and the bonds shall be issued of such size and in such manner as ultimately approved by CSRC.

2. Term and type of bonds

The term of the Domestic Corporate Bonds shall not exceed 10 years (including 10 years) and they can be issued for one fixed term or a mixture of various terms. The constitution of the terms and the issue size of each tranche of bonds shall be determined by the Board or its authorized persons (as authorised by the Shareholders at the EGM) according to the market conditions after discussion with the sponsor and main underwriter.

3. Interest rate of bonds and its method of determination

The interest rate of the Domestic Corporate Bonds and its manner of payment shall be determined before issue according to the market conditions by the Board or its authorized persons (as authorised by the Shareholders at the EGM), together with the sponsor and main underwriter.

4. Arrangement of Guarantee

The guarantee arrangement of the Domestic Corporate Bonds shall be determined by the Board or its authorized persons (as authorised by the Shareholders at the EGM).

5. Use of proceeds

The proceeds from the Domestic Corporate Bonds issuance after deduction of issuance expenses are mainly used to adjust financial structure.

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APPENDIX I PROPOSAL FOR THE PUBLIC ISSUANCE OF DOMESTIC CORPORATE BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT EXCEEDING RMB6 BILLION

6. Subscription arrangement for existing Shareholders

No preferential subscription arrangement of the Domestic Corporate Bonds will be offered to existing Shareholders.

7. Method of issuance and target subscribers

The method of Domestic Corporate Bonds issuance shall be determined by the Board or its authorized persons as authorized by the Shareholders at the Shareholders’ meeting, after discussion with the sponsor and main underwriter before issuance with reference to the market conditions. The target subscribers shall be investors who fulfill the requirements of the relevant laws and regulations.

8. Listing of bonds

After completion of the Domestic Corporate Bonds issue and conditional upon fulfilling requirements for listing, the Company will apply to list the Domestic Corporate Bonds on the Shanghai Stock Exchange. After approval of regulatory authorities and subject to compliance with the relevant laws and regulations, the Company may also apply to list the Domestic Corporate Bonds at other trading venues.

9. Term of validity of this resolution

The Shareholders’ resolution relating to the issuance of Domestic Corporate Bonds shall be valid for 36 months after the passing of the Shareholders’ resolution.

10. Authorization to the Board and the persons authorized by the Board

To enhance the efficiency of the issue and cater to the requirement of the Domestic Corporate Bonds issuance, the Board submits to the Shareholders to consider and approve at the EGM, in accordance with the relevant laws, regulations and regulatory documents such as the Company Law of the PRC, the Securities Law of the PRC and the Pilot Rules on the Issuance of Corporate Bonds of CSRC and the then prevailing market conditions, and under the framework and principles passed in the Shareholders’ meeting and with the view to maximize the interests of Shareholders, to authorize the Board or any two of its authorized persons to deal with all matters relevant to the issuance of Domestic Corporate Bonds, including but not limited to:

• (1) to determine and appoint intermediaries participating in this issuance of Domestic Corporate Bonds and select bonds trustee manager;

• (2) within the scope permitted under the laws, regulations and regulatory documents of the PRC and considering the practical need of the Company and the prevailing market conditions, to formulate the specific plans for the Domestic Corporate Bonds issuance and to amend or adjust the terms of issuance, including but not limited to the exact issue size, terms and types of bonds, interest rate, interest

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APPENDIX I

PROPOSAL FOR THE PUBLIC ISSUANCE OF DOMESTIC CORPORATE BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT EXCEEDING RMB6 BILLION

determination method and whether the bond interest rate shall be adjusted during the term of the bond, timing of issuance, whether the bonds shall be issued in tranches and if so the number of tranches, whether there shall be a sale back or redemption provision, option for increase in interest rate, option for sale back by investors, rating arrangement, guarantee matters, term and manner of principal repayment and interest payment, place of listing, use of proceeds (within the scope as approved by the Shareholders) and any other matters in relation to the Domestic Corporate Bonds issuance;

• (3) to determine and take all actions necessary for the reporting, listing and other incidental matters of the Domestic Corporate Bonds issuance, including but not limited to, handling the reporting matter of the Domestic Corporate Bonds issuance; handling the listing of Domestic Corporate Bonds after completion of issuance; executing signing performing amending completing all necessary documents contracts agreements relevant to the issuance and listing of Domestic Corporate Bonds (including but not limited to offering prospectus, sponsor agreement, underwriting agreement, bond trustee management agreement, rules of bond holders’ meeting, listing agreement, all announcements and other legal documents, etc.), making disclosure required under the applicable laws, and all other matters relevant to the issuance and listing of the Domestic Corporate Bonds;

• (4) if there shall be any changes in policies of regulatory bodies or market conditions, to authorize the Board or its authorised persons to adjust the specific proposal of the Domestic Corporate Bonds issuance and its relevant matters, or to decide whether to continue the work in relation to the issuance of the Domestic Corporate Bonds in view of actual circumstances, unless that matter must be reapproved by the Shareholders’ meeting by virtue of the provisions in the relevant laws, regulations and the Articles of Association;

• (5) During the term of Domestic Corporate Bonds, if the Company foresees that it cannot repay the principal and interest of the Domestic Corporate Bonds on time or when due, provided that the relevant laws and regulations are complied with, the Board or its authorised persons is authorized to at least take the below protective measures:

• 1) not to distribute profits to Shareholders;

• 2) to suspend the implementation of capital expenditure projects such as substantial external investment, acquisition and merger;

• 3) to reduce or suspend the salary and bonus of directors and senior management staff;

• 4) to forbid the transfer of key responsible persons;

• (6) to do all other matters relevant to the issuance and listing of Domestic Corporate Bonds.

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APPENDIX I

PROPOSAL FOR THE PUBLIC ISSUANCE OF DOMESTIC CORPORATE BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT EXCEEDING RMB6 BILLION

The authorization shall be valid from the date on which the resolution is passed until all authorized matters aforementioned are completed.

The authorized persons of this resolution are proposed to be Mr. Zhang Fangyou, Mr. Zeng Qinghong and Ms. Lu Sa. Any two of the authorized persons may exercise the above authorization to handle matters relevant to the issuance of Domestic Corporate Bonds in full discretion.

• (Note: In case of any discrepancies between the Chinese and English versions of the terms of the Domestic Corporate Bonds, the Chinese version shall prevail.)

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SUPPLEMENTAL NOTICE OF THE THIRD EXTRAORDINARY GENERAL MEETING OF 2012

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GUANGZHOU AUTOMOBILE GROUP CO., LTD. 廣州汽車集團股份有限公司

(a joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2238)

SUPPLEMENTAL NOTICE OF THE THIRD EXTRAORDINARY GENERAL MEETING OF 2012

Reference is made to the circular of Guangzhou Automobile Group Co., Ltd. (the “ Company ”) dated 28 September 2012 (the “ Circular ”) and the Notice of the Third Extraordinary General Meeting of 2012 (the “ EGM ”) dated 28 September 2012 (the “ EGM Notice ”), which contain the resolutions to be tabled before the EGM for the approval of the shareholders of the Company. Due to the reasons as set out in the supplemental circular of the Company dated 31 October 2012 (the “ Supplemental Circular ”), the board of directors of the Company (the “ Board ”) will not propose the resolutions originally numbered 3, 4, 5, 6, 7 and 8 in the EGM Notice at the EGM and will propose additional resolutions numbered 3 and 4 as set out below in this supplemental notice, details of which are set out in the Supplemental Circular. All resolutions to be proposed at the EGM are now set out in this supplemental notice of EGM as follows.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the third extraordinary general meeting of the Company will be held as originally scheduled at Company Conference Room of 23rd Floor, Chengyue Building, 448 Dong Feng Zhong Road, Yuexiu District, Guangzhou at 1:00 p.m. on Thursday, 15 November 2012, to consider and, if thought fit, approve the following resolutions:

SPECIAL RESOLUTIONS

1. Resolution in relation to the amendments to the Articles of Association

“ THAT the Company, be and is hereby approved to adopt the proposed amendments to the articles of association of the Company (“ Articles of Association ”) set out in Appendix I to the Circular; and the Board be and is hereby authorised to handle all matters relating to the amendments to the Articles of Association, including to make other amendments to the Articles of Association that are necessary, expedient or desirable in accordance with the applicable laws and regulations and under the requirements of the PRC government authorities, and to apply for approval from the relevant government authorities, and that all such actions of the Board be and are hereby approved, ratified and confirmed.”

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SUPPLEMENTAL NOTICE OF THE THIRD EXTRAORDINARY GENERAL MEETING OF 2012

2. Resolution in relation to the absorption and merger of wholly-owned subsidiary, Guangzhou Auto Group Corporation （廣州汽車集團公司）

“ THAT the Company be and is hereby approved to absorb and merge Guangzhou Auto Group Corporation (“ Guangzhou Auto ”) in accordance with the proposal set out in Appendix II to the Circular; the Board be and is hereby authorised to implement all matters relating to the absorption and merger of Guangzhou Auto, including without limitation to prepare, amend and execute necessary documents (including but not limited to absorption and merger agreements, applications and documents for approval and any related announcements and circulars), carry out necessary formalities (including but not limited to handle all approval, registration, filing, consent, and other procedural matters with all relevant domestic and overseas regulatory departments and authorities, and handle all registration requirements in relation to the amendments to the Articles of Association, registered capital and the changes of registration of the Company upon the completion of the absorption and merger), and to take all other necessary actions, and that all such actions of the Board be and are hereby approved, ratified and confirmed.”

3. Resolution in relation to the public issuance of the Domestic Corporate Bonds in the aggregate principal amount of not exceeding RMB6 billion by the Company

“ THAT each of the following items in respect of the issuance of the domestic corporate bonds with an aggregate principal amount of not more than RMB6 billion (“ Domestic Corporate Bonds ”) within the People’s Republic of China (the “ PRC ”, which, for the purpose of this Notice, excludes Hong Kong Special Administrative Region of the PRC, the Macau Special Administrative Region of the PRC or Taiwan) by the Company (details of which are set out in Appendix I to the Supplemental Circular) be and is hereby individually approved, and that such issuance be implemented subsequent to the granting of the approval by the relevant governmental authorities in the PRC:

• 3.1 Number of bonds to be issued

• 3.2 Term and type of bonds

• 3.3 Interest rate of bonds and its method of determination

• 3.4 Arrangement of guarantee

• 3.5 Use of proceeds

• 3.6 Subscription arrangement for the existing Shareholders of the Company’s shares

• 3.7 Method of issuance and target subscribers

• 3.8 Listing of bonds

• 3.9 Term of validity of this resolution

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SUPPLEMENTAL NOTICE OF THE THIRD EXTRAORDINARY GENERAL MEETING OF 2012

• 3.10 Authorization of the Board and the persons authorized by the Board.”

ORDINARY RESOLUTIONS

4. Resolution in relation to the provision of guarantee by Guangzhou Automobile Industry Group Co., Ltd. for the issuance of the Domestic Corporate Bonds in the aggregate principal amount of not exceeding RMB6 billion

“ THAT the full-amount, unconditional, irrevocable, joint-liability guarantee to be provided by Guangzhou Automobile Industry Group Co., Ltd. (“ GAIG ”) for the Company’s issuance of Domestic Corporate Bonds for the aggregate principal amount of the Domestic Corporate Bonds to be issued, which shall not exceed RMB 6 billion (inclusive of RMB 6 billion), and interest, damages, compensation for loss and all expenses for realising the bonds, for a term commencing on the first day of issuance of the Domestic Corporate Bonds until two years after the maturity date thereof be and is hereby approved; and that the guarantee fee to be charged by GAIG of 0.1% on the balance of the Domestic Corporate Bonds guaranteed (being the principal amount, interest which has not been paid on time and damages etc (if any)) be and is hereby approved.”

5. Resolution in relation to the Dividend Distribution Plan for Shareholders for 2012 to 2014

“ THAT the Dividend Distribution Plan for Shareholders for 2012 to 2014 as set out in Appendix VII to the Circular be and is hereby approved.”

By order of the Board Guangzhou Automobile Group Co., Ltd. Lu Sa Company Secretary

Guangzhou, the PRC, 31 October 2012

Notes:

1. Details of the resolutions are set out in the Circular and the Supplemental Circular.

2. Any shareholder entitled to attend and vote at the said meeting is entitled to appoint one or more than one proxy to attend and vote on his behalf according to the Articles of Association of the Company. A proxy need not be a member of the Company.

3. Since the form of proxy sent together with the Circular (the “ First Form of Proxy ”) does not contain the additionally proposed resolutions no.3 and 4 as set out in this supplemental notice, a new form of proxy (the “ Second Form of Proxy ”) has been prepared and is enclosed with the Supplemental Circular. The Second Form of Proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.gagc.com.cn).

4. A holder of H Shares who wishes to appoint a proxy to attend and vote at the EGM but has not yet lodged the First Form of Proxy with the Company’s H Share registrar should complete and return the enclosed Second Form of Proxy to the Company’s H Share registrar, Tricor Investor Services Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the scheduled time for the EGM or any adjournment thereof (as the case may be).

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SUPPLEMENTAL NOTICE OF THE THIRD EXTRAORDINARY GENERAL MEETING OF 2012

1. A holder of H Shares who has already lodged the First Form of Proxy with the Company’s H Share registrar should note that:

2. (i) If no Second Form of Proxy is lodged with the H Share registrar of the Company in accordance with the instructions printed thereon, the First Form of Proxy will be treated as a valid form of proxy lodged by the shareholder if duly completed. Apart from the resolutions referred to in the EGM Notice and the First Form of Proxy, the proxy so appointed by the shareholder pursuant to the First Form of Proxy will be entitled to vote or to abstain from voting at his or her discretion on any resolution properly put to the EGM, including the additionally proposed resolutions no.3 and 4 as set out in this supplemental notice.

3. (ii) If the Second Form of Proxy is lodged with the H Share registrar of the Company at or before 1:00 p.m. on Wednesday, 14 November 2012 in accordance with the instructions printed thereon, the Second Form of Proxy, whether duly completed or not, will revoke and supersede the First Form of Proxy previously lodged by the shareholder. The Second Form of Proxy will be treated as a valid form of proxy if duly completed.

4. (iii) If the Second Form of Proxy is lodged with the H Share registrar of the Company after 1:00 p.m. on Wednesday, 14 November 2012, the Second Form of Proxy will be deemed invalid. It will not revoke the First Form of Proxy previously lodged by the shareholder. The First Form of Proxy will be treated as a valid form of proxy if duly completed. Apart from the resolutions referred to in the EGM Notice and the First Form of Proxy, the proxy so appointed by the shareholder pursuant to the First Form of Proxy will be entitled to vote or to abstain from voting at his or her discretion on any resolution properly put to the EGM, including the additionally proposed resolutions no.3 and 4 as set out in this supplemental notice.

5. Shareholders are reminded that completion and return of the First Form of Proxy and/or the Second Form of Proxy will not preclude them from attending and voting in person at the EGM or any adjournment thereof.

6. In order to be valid, the proxy form and, if such proxy form is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarially certified copy of that power of attorney or authority shall be deposited at the Company’s H Share Registrar, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time for holding the meeting or 24 hours before the time appointed for taking the poll.

7. Shareholders or their proxies shall present proofs of identities when attending the meeting.

8. In order to determine the list of shareholders entitled to attend the EGM, the register of members of the Company has been closed from Tuesday, 16 October 2012 and will be closed until Thursday, 15 November 2012 (both dates inclusive), during which period no transfer of shares will be registered.

9. Shareholders whose names appeared on the register of members of the Company at 4:30 p.m. on Monday, 15 October 2012 will be entitled to attend and vote at the meeting. In order to attend and vote at the meeting, all transfer documents together with the relevant share certificates must have been lodged with the Company’s Share Registrar before 4:30 p.m. on Monday, 15 October 2012 to register the transfer of Shares.

10. The EGM is not expected to take more than half a day, and Shareholders shall be responsible for their own travel and accommodation expenses.

11. Pursuant to Rule 13.39(4) of the Listing Rules, except where the chairman of the EGM, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands, all votes at the meeting will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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SUPPLEMENTAL NOTICE OF THE THIRD EXTRAORDINARY GENERAL MEETING OF 2012

1. As at the date of this notice, the executive directors of the Company are ZHANG Fangyou, ZENG Qinghong, YUAN Zhongrong and LU Sa, the non-executive directors of the Company are FU Shoujie, LIU Huilian, WEI Xiaoqin, LI Tun, LI Pingyi and DING Hongxiang and the independent non-executive directors of the Company are WU Gaogui, MA Guohua, XIANG Bing, LAW Albert Yu Kwan and LI Zhengxi.

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