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

Mar 2, 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 accountants 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)

CHANGE OF DOMESTIC AUDITORS FOR THE YEAR 2011

AND

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2012

Notice convening the Second Extraordinary General Meeting of 2012 of Guangzhou Automobile Group Co., Ltd to be held at Conference Room No. 1, 23/F, Chengyue Building, 448-458 Dong Feng Zhong Road, Yuexiu District, Guangzhou, the PRC at 9:30 a.m. on Friday, 20 April 2012 is set out on pages 6 to 7 of this circular. Whether or not you are able to attend the said meeting, you are requested to complete the accompanying reply slip and form of proxy in accordance with the instructions printed thereon and return the same to the Company.

The reply slip shall be sent by mail, telegraph or fax to the headquarters of the Company at 23/F, Chengyue Building, 448-458 Dong Feng Zhong Road, Yuexiu District, Guangzhou, the PRC (fax number: (86) 20 8315 1081) (in case of holders of Domestic Shares), or to Tricor Investor Services Limited (the Company’s H Share Registrar) at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong (fax number (852) 2810 8185) (in case of holders of H Shares) on or before Friday, 30 March 2012.

The form of proxy shall be returned to the headquarters of the Company at 23/F, Chengyue Building, 448-458 Dong Feng Zhong Road, Yuexiu District, Guangzhou, the PRC (in case of holders of Domestic Shares) or Tricor Investor Services Limited (the Company’s H Share Registrar) at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong (in case of holders of H Shares) 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 meeting should you so wish.

5 March 2012

CONTENT

	Page
DEFINITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF THE SECOND EXTRAORDINARY GENERAL
MEETING OF 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

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DEFINITION

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

• “Articles of Association”

• the articles of association of the Company as amended from time to time

• “Board”

the board of Directors

• “Yangcheng” BDO China Guangdong Shu Lun Pan Certified Public Accountants Co., Ltd. （立信羊城會計師事務所有限公司）, the current domestic auditors of the Company

• “BDO China” BDO China Shu Lun Pan Certified Public Accountants LLP （立信會計師事務所（特殊普通合夥））, being the new proposed domestic auditors of the Company

• “Company” Guangzhou Automobile Group Co., Ltd., a company incorporated in the PRC with limited liability, the H Shares of which are listed on the Hong Kong Stock Exchange

• “Director(s)” the directors of the Company

• “Domestic Share(s)” ordinary share(s) of nominal value of RMB1.00 each in the share capital of the Company, which are subscribed for or credited as fully paid in RMB by PRC citizens and/or PRC incorporated entities

• “EGM” the second extraordinary general meeting of 2012 of the Company to be held at Conference Room No. 1, 23/F, Chengyue Building, 448-458 Dong Feng Zhong Road, Yuexiu District, Guangzhou, the PRC at 9:30 a.m., Friday, 20 April 2012

• “H Share(s)” overseas listed foreign share(s) of nominal value of RMB1.00 each in the ordinary share capital of the Company, which are listed on the Main Board of the Hong Kong Stock Exchange

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Hong Kong Stock Exchange”

• The Stock Exchange of Hong Kong Limited

• “Latest Practicable Date”

• 1 March 2012, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular

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DEFINITION

“Listing Rules”	the Rules Governing the Listing of Securities on the
	Hong Kong Stock Exchange
“Notice of EGM”	the notice dated 5 March 2012 convening the EGM, as
	set out in page 6 to 7 of this circular
“PRC”	the People’s Republic of China
“Share(s)”	ordinary share(s) in the capital of the Company of
	nominal value of RMB1.00 each, comprising H Shares
	and Domestic Shares
“Shareholder(s)”	the shareholder(s) of the Company

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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

Headquarters and 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 Wang Songlin Li Pingyi

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

5 March 2012

To the Shareholders

CHANGE OF DOMESTIC AUDITORS FOR THE YEAR 2011 AND NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2012

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of the resolution to be proposed at the EGM for the change of domestic auditors for the year 2011.

2. PROPOSED APPOINTMENT OF BDO CHINA AS THE DOMESTIC AUDITORS FOR THE YEAR 2011

Reference is made to an announcement of the Company dated 29 February 2012.

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LETTER FROM THE BOARD

The Board has received a letter from Yangcheng informing the Company that as a result of joining BDO China as a whole, the entity providing services had been changed to BDO China with effect from 1 January 2012. The Board proposes to appoint BDO China as the domestic auditors of the Company for the year of 2011 to fill the casual vacancy following the change of entity of Yangcheng.

BDO China is a domestic accounting firm of extra large scale, qualified to conduct auditing of securities operations and possesses experience and ability in providing auditing services to listed companies, and is able to conduct the annual domestic audit of the Company for the year 2011. Therefore, the Board proposes to appoint BDO China as the domestic auditors of the Company for the year 2011. Yangcheng has confirmed to the Company that there were no circumstances connected with its resignation which it considered should be brought to the attention of the Shareholders or creditors of the Company. The Board also confirms that there is no disagreement between the Company and Yangcheng and there are no circumstances in respect of the change in domestic auditors which it considers should be brought to the attention of the Shareholders.

Accordingly, the Board proposes to seek the approval of the Shareholders by way of an ordinary resolution at the EGM to approve the appointment of BDO China as the domestic auditors of the Company for the year 2011. Such appointment shall come into effect upon the passing of the ordinary resolution by the Shareholders at the EGM.

3. THE SECOND EXTRAORDINARY GENERAL MEETING OF 2012

The Notice of EGM is set out on pages 6 to 7 of this circular to consider the ordinary resolution in respect of the appointment of BDO China as the domestic auditors of the Company for the year 2011.

The EGM will be held at Conference Room No. 1, 23/F, Chengyue Building, 448-458 Dong Feng Zhong Road, Yuexiu District, Guangzhou, the PRC at 9:30 a.m. on Friday, 20 April 2012. A reply slip and a form of proxy for use at the EGM are enclosed with this circular.

In order to determine the list of Shareholders who are entitled to attend the EGM, the Company’s register of members will be closed from Tuesday, 20 March 2012 to Friday, 20 April 2012, both days inclusive, during which period no transfer of Shares will be registered. Shareholders whose names appear on the register of members by 4:30 p.m. on Monday, 19 March 2012 are entitled to attend and vote at the meeting. In order to be qualified to attend and vote at the meeting, all transfers of Shares accompanied by relevant share certificates must be lodged with the Company’s H Share Registrar by 4:30 p.m. on Monday, 19 March 2012.

The Articles of Association require that the Shareholders who intend to attend any general meeting of the Company shall send a written reply to the Company 20 days before the date of the meeting. In the case the written replies received from the Shareholders indicating that those intend to attend the general meeting represent holders of not more than

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LETTER FROM THE BOARD

one half of the total number of Shares with voting rights, the Company shall within 5 days inform its Shareholders again in the form of a public notice the proposed matters for consideration at the meeting and the date and venue of the meeting. The general meeting may be convened after such notification has been published. In view of the above requirements in respect of the EGM convened by the Notice of EGM, whether or not you intend to attend the EGM, you are requested to complete and return the reply slip by post, by telegraph or by fax to the headquarters of the Company at 23/F, Chengyue Building, 448-458 Dong Feng Zhong Road, Yuexiu District, Guangzhou, the PRC (fax no. (86) 20 8315 1081) (in the case of holders of Domestic Shares) or to the Company’s H Share Registrar, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong (fax no. (852) 2810 8185) (in the case of holders of H Shares), on or before Friday, 30 March 2012.

Whether or not you intend to attend the EGM, you are requested to complete and return the form of proxy to the headquarters of the Company at 23/F, Chengyue Building, 448-458 Dong Feng Zhong Road, Yuexiu District, Guangzhou, the PRC (in the case of holders of Domestic Shares) or to the Company’s H Share Registrar, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong (in the case of holders of H Shares) in accordance with the instructions printed thereon, not less than 24 hours before the time fixed for holding 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.

5. VOTING BY WAY OF POLL

In accordance with the requirement of Rule 13.39(4) of the Listing Rules, all votes at the EGM 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.

6. RECOMMENDATION

The Board believes that the appointment of BDO China as the domestic auditors for the year 2011 will be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favour of the relevant resolution as set out in the EGM Notice.

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

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NOTICE OF THE SECOND 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)

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2012

NOTICE IS HEREBY GIVEN that the second extraordinary general meeting of 2012 of Guangzhou Automobile Group Co., Ltd. (the “Company”) will be held at Conference Room No. 1, 23/F, Chengyue Building, 448-458 Dong Feng Zhong Road, Yuexiu District, Guangzhou, the People’s Republic of China at 9:30 a.m. on Friday, 20 April 2012 to consider and, if thought fit, approve (with or without modifications) the following ordinary resolution:

ORDINARY RESOLUTION

1. “ THAT BDO China Shu Lun Pan Certified Public Accountants LLP be and is hereby appointed as the domestic auditors of the Company and its subsidiaries for the year of 2011 to fill the causal vacancy occasioned by the resignation of BDO China Gangdong Shu Lun Pan Certified Public Accountants Co., Ltd., to hold office until the conclusion of the annual general meeting of 2011 of the Company and the board of directors of the Company be and is hereby authorised to fix their remuneration.”

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

Guangzhou, the PRC, 5 March 2012

Notes:

1. 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.

2. 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 headquarters of the Company at 23/F, Chengyue Building, 448-458 Dong Feng Zhong Road, Yuexiu District, Guangzhou, the People’s Republic of China (in case of holders of Domestic Shares) or at the Company’s H Share Registrar, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong (in case of holders of H Shares) not less than 24 hours before the time for holding the meeting.

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

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NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2012

1. In order to determine the list of shareholders entitled to attend the extraordinary general meeting, the register of members of the Company will be closed from Tuesday, 20 March 2012 to Friday, 20 April 2012 (both dates inclusive), during which period no transfer of shares will be registered.

2. Shareholders whose names appear on the register of members of the Company at 4:30 p.m. on Monday, 19 March 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 be lodged with the Company’s H Share Registrar before 4:30 p.m. on Monday, 19 March 2012 to register the transfer of Shares.

3. Shareholders who intend to attend the meeting shall complete and return the reply slip of the meeting by mail, telegraph or fax to the headquarters of the Company at 23/F, Chengyue Building, 448-458 Dong Feng Zhong Road, Yuexiu District, Guangzhou, the People’s Republic of China (fax number: (86) 20 8315 1081) (in case of holders of Domestic Shares), or to Tricor Investor Services Limited (the Company’s H Share Registrar) at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong (fax number is (852) 2810 8185) (in case of holders of H Shares) on or before Friday, 30 March 2012.

4. The second extraordinary general meeting is not expected to take more than half a day, shareholders shall be responsible for their own travel and accommodation expenses.

5. Pursuant to Rule 13.39(4) of the Listing Rules, 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.

6. 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, WANG Songlin and LI Pingyi 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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