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

Jan 13, 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)

FORM OF PROXY FOR THE FIRST EXTRAORDINARY GENERAL MEETING OF 2012

I/We [(Note][1)] of being the registered holder(s) of (Note 2) Domestic shares/H Shares in the share capital of Guangzhou Automobile Group Co., Ltd. (“the Company ”) HEREBY APPOINT [(Notes][3][&][4)] of , or failing him [(Notes][3][&][4)] , of , or failing him, the Chairman of the Meeting or any director of the Company as my/our proxy/proxies to attend and act for me/us in respect of [(Note][5)]

Domestic shares/H Shares in the share capital of the Company, at the first extraordinary general meeting of the Company of 2012 to be held at Conference Room No. 1, 23/F, Chengyue Building, 448 Dong Feng Zhong Road, Guangzhou, the PRC at 10:00 a.m. on Wednesday, 29 February 2012 (or at any adjournment thereof) (the “ Meeting ”) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and to vote for me/us and in my/our name(s) at the Meeting (or any adjournment thereof) in respect of the resolutions as hereunder indicated or, if no such indication is given, as my/our voting proxy thinks fit.

	1.	Special resolution 1 (a)
		Special resolution 1 (b)
		Special resolution 1 (c)
	Date this Notes:		day of	2012 Signature_(Notes 8 & 9)_:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of all the shares registered in your name(s) to which this proxy relates. Please also strike out the type of shares (Domestic Shares or H Shares) to which this form of proxy does not relate.

3. Any shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more than one proxy to attend and vote on his behalf. A proxy need not be a member of the Company but must attend the Meeting in person to represent you. Any alternation made to this form of proxy must be initialed by the person(s) who sign(s) it. In case of joint holders of any share, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he is solely entitled thereto. However, if more than one of such joint holders are present at the Meeting, personally or by proxy, the vote of the joint holder whose name stands first in the register of members and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of other joint holder(s).

4. Please insert the name and address of the proxy desired in the space provided and strike out the words “or failing him, the Chairman of the Meeting or any director of the Company”. If such words are not deleted, and your proxy does not attend the Meeting or no names are provided, the Chairman of the Meeting or any director of the Company will act as your proxy.

5. Please insert the number of shares registered in your name(s) to which this proxy form relates. If no number is inserted, this form of proxy will be deemed to relate to all shares registered in your name(s). Please also strike out the type of shares (Domestic Shares or H Shares) to which this form of proxy does not relate.

6. The full text of the resolutions is set out in the notice of the Meeting which is sent to the shareholders of the Company together with this form of proxy.

7. IMPORTANT: If you wish to vote for a resolution, tick in the box marked “FOR”. If you wish to vote against a resolution, tick in the box marked “AGAINST”. If you wish to abstain for a resolution, tick in the box marked “ABSTAIN”. In calculating the poll results, abstention will not be counted as voting for or against a resolution at the Meeting. If you wish to vote in respect of part of the shares to which this form of proxy relates, please insert the number of shares you wish to vote instead of a tick. A tick in the relevant box indicates that the votes attached to all the shares to which this form relates will be cast accordingly. Unless you have indicated otherwise in this form, your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice of the Meeting.

8. This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of its director(s) or duly authorized attorney(s).

9. To be valid, this form of proxy and the power of attorney or other authority, if any, under which it is signed, and a notarially certified copy of such authority, must be deposited at the headquarters of the Company at 23/F, Chengyue Building, 448-458 Dong Feng Zhong Road, Yuexiu District, the People’s Republic of China (for holders of domestic shares), or the office of the Company’s H Share Registrar, Tricor Investor Services Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong (for holders of H shares) as soon as possible and in any event not less than 24 hours before the time for holding of the meeting (or any adjournment thereof).