Guangzhou Automobile Group Co., Ltd. — Proxy Solicitation & Information Statement 2013

Nov 29, 2013

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 SECOND EXTRAORDINARY GENERAL MEETING OF 2013 AND SUPPLEMENTAL NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2013

This supplemental circular should be read together with the circular issued by Guangzhou Automobile Group Co., Ltd. (the “Company”) to the Shareholders dated 30 October 2013 (the “Circular”).

Notice convening the Second Extraordinary General Meeting of 2013 of the Company to be held at Multi-Function Conference Room, 10/F, Sunrich Plaza（聖豐廣場）, No. 988 Middle of Guangzhou Avenue, Guangzhou, Guangdong Province, the PRC at 8:30 a.m. on Monday, 16 December 2013 was set out on pages 7 to 9 of the Circular. A supplemental notice of the Extraordinary General Meeting dated 30 November 2013 is set out on pages 11 to 14 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The first form of proxy despatched with the Circular is superseded by the second form of proxy enclosed herewith .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.

30 November 2013

CONTENT

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**LETTER **	FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
2.	Change of Independent Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
3.	Second Extraordinary General Meeting of 2013 . . . . . . . . . . . . . . . . . . . . . .	4
4.	Second Form of Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	Voting By Way of Poll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6
SUPPLEMENTAL NOTICE OF THE SECOND EXTRAORDINARY
GENERAL MEETING OF 2013. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		11

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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 30 October 2013 in relation to, among others, proposed issue of short-term financing bonds

• “Independent Director(s)” the independent non-executive directors of the Company from time to time

• “SSE” Shanghai Stock Exchange

• “SZSE” Shenzhen Stock Exchange

• “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “EGM Notice” the notice convening the EGM dated 30 October 2013 as set out on pages 7 to 9 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 30 October 2013

• “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 30 November 2013

• “Supplemental Notice of EGM” the supplemental notice of EGM dated 30 November 2013 as set out on pages 11 to 14 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 (Vice Chairman) Lu Sa

Registered office:

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

Non-executive Directors:

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

30 November 2013

To the Shareholders

Dear Sir or Madam,

SUPPLEMENTAL CIRCULAR RELATING TO THE SECOND EXTRAORDINARY GENERAL MEETING OF 2013

AND

SUPPLEMENTAL NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2013

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 (1) the change of Independent Directors; and (2) 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 11 to 14 of this supplemental circular.

2. Change of Independent Directors

Reference is made to the announcement of the Company dated 29 November 2013.

According to the requirements under the Guiding Opinion on the Establishment of Independent Directors Systems by Listed Companies issued by China Securities Regulatory Commission (Zheng Jian Fa [2001] No.102), “the term of independent directors of a listed company shall be the same as the term of other directors of that listed company, and they may offer themselves for re-election upon the conclusion of a term subject to a maximum period of six years for consecutive terms of office”. As the six-year term of office of five Independent Directors, namely Wu Gaogui, Ma Guohua, Xiang Bing, Law Albert Yu Kwan and Li Zhengxi, will soon expire, they will retire from office as Independent Directors and their positions in the specific committees of the Board from the date of approving the appointment of the five new Independent Directors at the EGM.

In accordance with the Articles of Association of the Company, the Board has proposed to appoint five new Independent Directors pursuant to the requirements under the Board Diversity Policy of the Company taking into account the background, qualification and experience of the candidates as well as the actual conditions of the Company. On 29 November 2013, the Board approved the resolution regarding the appointment of Independent Directors of Guangzhou Automobile Group Co., Ltd.

According to Article 69 of Articles of Association, shareholders individually or jointly holding 3% or more of the shares of the Company are entitled to propose extraordinary motions 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 November 2013, Guangzhou Automobile Industry Group Co., Ltd.（廣州汽車工業集團 有限公司）, the shareholder of the Company aggregately holding 3,784,405,384 issued shares of the Company with voting rights, representing 58.81% of the total issued shares of the Company, submitted a letter in relation to the additional resolutions proposed at the Second Extraordinary General Meeting of 2013 of Guangzhou Automobile Group Co., Ltd. which proposed to consider the resolutions regarding the appointment of Independent Directors at the EGM.

The biographical details of the candidates proposed to be elected as new Independent Directors at the EGM are set out in the Appendix to this circular.

After passing the resolutions regarding the proposed appointment of new Independent Directors at the EGM, the Company will appoint new Independent Directors as the members/chairman of the specific committees of the Board and make announcement pursuant to Rule 13.51 of the Listing Rules.

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LETTER FROM THE BOARD

3. Second Extraordinary General Meeting of 2013

The EGM will be held as originally scheduled at Multi-Function Conference Room, 10/F, Sunrich Plaza （聖豐廣場）, No. 988 Middle of Guangzhou Avenue, Guangzhou, Guangdong Province, the PRC at 8:30 a.m. on Monday, 16 December 2013 to consider, inter alia, (1) the special resolution relating to the proposed issue of short-term financing bonds; and (2) the ordinary resolutions relating to the proposed appointment of new Independent Directors. The Supplemental Notice of EGM is set out on pages 11 to 14 of this supplemental circular.

Except for the additional resolutions in relation to the proposed appointment of five new Independent Directors as mentioned in this supplemental circular, there is no change in the contents of the other resolution. Details of the resolution in relation to the proposed issue of short-term financing bonds are set out in the Circular.

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 Saturday, 16 November 2013 to Monday, 16 December 2013, 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 Friday, 15 November 2013 are entitled to attend and vote at the meeting.

4. Second Form of Proxy

As there are changes in the resolutions proposed to be considered at the EGM after the despatch 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

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LETTER FROM THE BOARD

to the resolution 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. 2 as set out in the Supplemental Notice of EGM.

• (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 8:30 a.m. on Sunday, 15 December 2013, 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 8:30 a.m. on Sunday, 15 December 2013, 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 resolution 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. 2 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.

5. Voting By Way of Poll

In accordance with Rule 13.39(4) of the Listing Rules, 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, votes for all the resolutions 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 Directors believe that the proposed appointment of five new Independent Directors set out in the Supplemental Notice of EGM is 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

The biographical details of the candidates proposed to be elected as the Independent Directors at the EGM are set out as follows:

Mr. Fu Yuwu , aged 68, is the president of Society of Automotive Engineers of China （中國汽車工程學會）, the chairman of China Automobile Talents Society（中國汽車人才會）and the vice-chairman of China Association of Automobile Manufacturers （中國汽車工業協會）. From 1970 to 1999, Mr. Fu served the Harbin Transmission Factory of FAW Group as an executive vice director and chief engineer, and worked at the Harbin Automotive Industry Corporation as vice president and president. Since 1999, he has been working in the Society of Automotive Engineers of China and serving as an independent director in Henan Province Xixia Automobile Water Pump Co., Ltd. (SZSE stock code: 002536), Zhejiang Asia-Pacific Mechanical & Electronic Co., Ltd. (SZSE stock code: 002284), Geely Automobile Holdings Limited (stock code of Hong Kong Stock Exchange: 0175) and Shandong Gold Phoenix Co., Ltd.. In 1969, he obtained a bachelor’s degree from Beijing Institute of Machinery and became a senior engineer of professional level.

Save as disclosed above, Mr. Fu has not held directorship of other listed companies in three years before the date of this supplemental circular or any other positions with the Company and other members of the Group.

Mr. Fu has no interest in the shares of the Company within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Fu does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

The term of office of Mr. Fu as an Independent Director commences from the election at EGM to the conclusion date of the term of existing session of the Board. The Company will send to Mr. Fu an appointment letter and his remuneration will be determined at the general meeting of the Company. The annual emolument of the existing Independent Directors is RMB 100,000.

Save as disclosed above, there are no other matters relating to the election of Mr. Fu as an Independent Director that are required to be disclosed pursuant to any of the requirements of rule 13.51(2) of the Listing Rules and no other matters need to be brought to the attention of the Shareholders.

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APPENDIX

Mr. Lan Hailin , aged 54, is the professor and PhD supervisor of the School of Business Administration of South China University of Technology and the director of Chinese Corporate Strategy Management Research Centre of South China University of Technology. From 1997 to 2007, he was the Associate Dean and Dean of the School of Business Administration of South China University of Technology. He currently serves as an independent director of Keda Industrial Co., Ltd (SSE stock code: 600499), Zhongshan Vatti Gas Appliance Stock Co., Ltd. (SZSE stock code: 002035) and Guangdong Sky Dragon Printing Ink Group Co., Ltd. (SZSE stock code: 300063). He obtained a master’s degree in business administration from the School of Business Administration of GANNON University in the U.S. and a doctoral degree in Industrial Economics from Jinan University in 1990 and 2004, respectively.

Save as disclosed above, Mr. Lan has not held directorship of other listed companies in three years before the date of this supplemental circular or any other positions with the Company and other members of the Group.

Mr. Lan has no interest in the shares of the Company within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Lan does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

The term of office of Mr. Lan as an Independent Director commences from the election at EGM to the conclusion date of the term of existing session of the Board. The Company will send to Mr. Lan an appointment letter and his remuneration will be determined at the general meeting of the Company. The annual emolument of the existing Independent Directors is RMB 100,000.

Save as disclosed above, there are no other matters relating to the election of Mr. Lan as an Independent Director that are required to be disclosed pursuant to any of the requirements of rule 13.51(2) of the Listing Rules and no other matters need to be brought to the attention of the Shareholders.

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APPENDIX

Mr. Wang Susheng , aged 44, is the professor of Harbin Institute of Technology Shenzhen Graduate School and vice-chairman of Shenzhen Overseas Chinese Association（深 圳僑聯）. From 1993 to 2001, he served as a project manager in Junan Securities Co., Ltd., manager of special region securities department and general manager of Yingda Securities（ 英大證券）. From 2001 to 2002, he was the general manager of 中瑞基金公司. Since 2004, he has worked in the Harbin Institute of Technology Shenzhen Graduate School, and served as an independent director in Shenzhen Pellet Technology Co., Ltd. (SZSE stock code: 002577) and Shenzhen Terca Technology Co., Ltd. (SZSE stock code: 002213). He obtained a master degree in Economics from Renmin University of China and a doctoral degree in Law from Peking University in 1994 and 2000, respectively. He also obtained a master’s degree in business administration from Chicago University in 2004. He is qualified as a solicitor, certified public accountant and chartered financial analyst.

Save as disclosed above, Mr. Wang has not held directorship of other listed companies in three years before the date of this supplemental circular or any other positions with the Company and other members of the Group.

Mr. Wang has no interest in the shares of the Company within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Wang does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

The term of office of Mr. Wang as an Independent Director commences from the election at EGM to the conclusion date of the term of existing session of the Board. The Company will send to Mr. Wang an appointment letter and his remuneration will be determined at the general meeting of the Company. The annual emolument of the existing Independent Directors is RMB 100,000.

Save as disclosed above, there are no other matters relating to the election of Mr. Wang as an Independent Director that are required to be disclosed pursuant to any of the requirements of rule 13.51(2) of the Listing Rules and no other matters need to be brought to the attention of the Shareholders.

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APPENDIX

Mr. Leung Lincheong , aged 60, a Hong Kong resident, is an independent director of Casablanca Group Limited (stock code of Hong Kong Stock Exchange: 2223). From 1996 to 2013, he is the chief legal officer of Shanghai Industrial Investment (Holdings) Co., Ltd. and the chief legal officer and company secretary of Shanghai Industrial Holdings Limited (stock code of Hong Kong Stock Exchange: 0363). He obtained a master’s degree in business administration from Brunel University and a master’s degree in Laws from University of London in 1995 and 2006, respectively. He is a fellow member of Hong Kong Institute of Certified Public Accountants, The Chartered Institute of Management Accountants, The Institute of Chartered Secretaries and The Hong Kong Institute of Chartered Secretaries.

Save as disclosed above, Mr. Leung has not held directorship of other listed companies in three years before the date of this supplemental circular or any other positions with the Company and other members of the Group.

Mr. Leung has no interest in the shares of the Company within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Leung does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

The term of office of Mr. Leung as an Independent Director commences from the election at EGM to the conclusion date of the term of existing session of the Board. The Company will send to Mr. Leung an appointment letter and his remuneration will be determined at the general meeting of the Company. The annual emolument of the existing Independent Directors is RMB 100,000.

Save as disclosed above, there are no other matters relating to the election of Mr. Leung as an Independent Director that are required to be disclosed pursuant to any of the requirements of rule 13.51(2) of the Listing Rules and no other matters need to be brought to the attention of the Shareholders.

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APPENDIX

Mr. Li Fangjin , aged 51, has been the vice-chairman and general manager of Guangzhou International Holding Group Co., Ltd. since July 2013. From 1997 to 2004, he held various positions including head of the international division of the China Securities Regulatory Commission Guangdong Bureau and director of the first institutional regulatory division of the Guangzhou City Securities Administration Office of the China Securities Regulatory Commission. From November 2004 to July 2013, he was the chairman of Wanlian Securities Co., Ltd., the vice-chairman of Bank of Guangzhou Company Limited and the director and vice general manager of Guangzhou International Holding Group Co., Ltd. He obtained a master’s degree in Economics.

Save as disclosed above, Mr. Li has not held directorship of other listed companies in three years before the date of this supplemental circular or any other positions with the Company and other members of the Group.

Mr. Li has no interest in the shares of the Company within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Li does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

The term of office of Mr. Li as an Independent Director commences from the election at EGM to the conclusion date of the term of existing session of the Board. The Company will send to Mr. Li an appointment letter and his remuneration will be determined at the general meeting of the Company. The annual emolument of the existing Independent Directors is RMB 100,000.

Save as disclosed above, there are no other matters relating to the election of Mr. Li as an Independent Director that are required to be disclosed pursuant to any of the requirements of rule 13.51(2) of the Listing Rules and no other matters need to be brought to the attention of the Shareholders.

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SUPPLEMENTAL NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2013

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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 SECOND EXTRAORDINARY GENERAL MEETING OF 2013

Reference is made to the circular of Guangzhou Automobile Group Co., Ltd. (the “ Company ”) dated 30 October 2013 (the “ Circular ”) and the Notice of the Second Extraordinary General Meeting of 2013 (the “ EGM ”) dated 30 October 2013 (the “ EGM Notice ”), which contain the resolution 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 30 November 2013 (the “ Supplemental Circular ”), the board of directors of the Company (the “ Board ”) will propose additional resolutions numbered 2 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 second extraordinary general meeting of 2013 of the Company will be held as originally scheduled at Multi-Function Conference Room, 10/F, Sunrich Plaza （聖豐廣場）, No. 988 Middle of Guangzhou Avenue, Guangzhou, Guangdong Province, the People’s Republic of China (the “ PRC ”) at 8:30 a.m. on Monday, 16 December 2013 to transact the following business:

SPECIAL RESOLUTION

I. Resolution in relation to the application for issuing short-term financing bonds by the Company

• (I) The Company be and is hereby approved to issue short-term financing bonds (the approval of National Association of Financial Market Institutional Investors of China is also required upon the approval of the EGM):

Issuer: the Company Scale of registration: not more than RMB11 billion Issue time: In phases with right timing within the two (2) years of validity upon registration Issue term: not exceeding one year Issue method: Public offer in the national inter-bank bond market in the PRC

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SUPPLEMENTAL NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2013

Total costs:

Comprising coupon rates and issue expenses. Coupon rates shall depend on the credit rating of the issuer and condition of the bond market at the time of issue; issue expenses comprise of registration custodian fees, handling fees, agency service fees etc

Target of issue:

Institutional investors in the national inter-bank bond market in the PRC (other than those prohibited from purchasing under the PRC laws and regulations)

Use of proceeds: Including but not limited to supplementing the working capital of the Company and repaying debts etc.

• (II) To consider and approve the proposed issue of short-term financing bonds and authorize the board of directors of the Company and any two persons authorized by it (any two among Mr. Zhang Fangyou, Mr. Zeng Qinghong and Ms. Lu Sa), depending on the then market condition, and (if so approved) under the framework and principles underlying such approval at the extraordinary general meeting, and for the purpose of maximizing the interests of the shareholders, to be responsible for handling all the matters relating to this issue of short-term financing bonds, including but not limited to:

• To the extent allowed by laws and regulations, to formulate, depending on the market condition and the Company’s demand, the specific proposal of the application for issuing short-term financing bonds, including all matters relating to the terms of issue, such as issue time, term of issue, scale of issue, interest rate of the issue, issue method, number of batches and structure;

• To engage an intermediary to deal with the reporting matters regarding the application for issuing short-term financing bonds;

• To sign the contracts, agreements and relevant legal documents in relation to this application for issuing short-term financing bonds;

• To promptly discharge information disclosure obligation; and

• To deal with other matters in relation to this issue application for issuing short-term financing bonds.

ORDINARY RESOLUTIONS

II. Resolutions regarding the appointment of Independent Directors of Guangzhou Automobile Group Co., Ltd.

• (1) To approve the election of Mr. Fu Yuwu as an independent non-executive director of the Company;

• (2) To approve the election of Mr. Lan Hailin as an independent non-executive director of the Company;

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SUPPLEMENTAL NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2013

• (3) To approve the election of Mr. Wang Susheng as an independent non-executive director of the Company;

• (4) To approve the election of Mr. Leung Lincheong as an independent non-executive director of the Company;

• (5) To approve the election of Mr. Li Fangjin as an independent non-executive director of the Company.

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

Guangzhou, the PRC, 30 November 2013

Notes:

1. This notice is applicable for holders of H shares (holders of A shares please refer to separate notice).

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

3. 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.

4. Since the form of proxy sent together with the Circular (the “ First Form of Proxy ”) does not contain the additionally proposed resolutions no. 2 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).

5. 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).

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

7. 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 resolution no. 2 as set out in this supplemental notice.

8. ii. If the Second Form of Proxy is lodged with the H Share registrar of the Company at or before 8:30 a.m. on Sunday, 15 December 2013 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.

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SUPPLEMENTAL NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2013

• iii. If the Second Form of Proxy is lodged with the H Share registrar of the Company after 8:30 a.m. on Sunday, 15 December 2013, 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 resolution no. 2 as set out in this supplemental notice.

• 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.

• 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.

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

• In order to determine the list of shareholders entitled to attend the EGM, the register of members of the Company has been closed from Saturday, 16 November 2013 and will be closed until Monday, 16 December 2013 (both dates inclusive), during which period no transfer of shares will be registered.

• Shareholders whose names appeared on the register of members of the Company at 4:30 p.m. on Friday, 15 November 2013 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 Friday, 15 November 2013 to register the transfer of Shares.

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

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

• 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 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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