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

Nov 29, 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)

SECOND FORM OF PROXY FOR HOLDERS OF H SHARES FOR THE SECOND EXTRAORDINARY GENERAL MEETING OF 2013

I/We [(Note][1)]

of

being the registered holder(s) of [(Note][2)]

overseas listed foreign 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 my/our [(Note][5)] H Shares in the share capital of the Company, at the second extraordinary general meeting of the Company of 2013 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 People’s Republic of China at 8:30 a.m. on Monday, 16 December 2013 (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.

									SPECIAL RESOLUTION (Note 6)	SPECIAL RESOLUTION (Note 6)	SPECIAL RESOLUTION (Note 6)	SPECIAL RESOLUTION (Note 6)	SPECIAL RESOLUTION (Note 6)				FOR (Note 7)	FOR (Note 7)	FOR (Note 7)	AGAINST	AGAINST	AGAINST	(Note 7) ABSTAIN (Note 7)	(Note 7) ABSTAIN (Note 7)	(Note 7) ABSTAIN (Note 7)	(Note 7) ABSTAIN (Note 7)	(Note 7) ABSTAIN (Note 7)
		1.		Resolution					in relation	to	the	application	for	issuing		short-term
				financing			bonds by the Company
									**ORDINARY **		RESOLUTIONS		(Note 6)
		2.		Resolutions					regarding the		appointment of Independent Directors of
				Guangzhou					Automobile	Group Co., Ltd.
				(1)		Fu Yuwu
				(2)		Lan	Hailin
				(3)		Wang			Susheng
				(4)		Leung			Lincheong
				(5)		Li Fangjin

Date this

day of 2013 Signature [(Notes][8][&][9)] :

Notes:

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

2. Please insert the number of all the H shares of the Company registered in your name(s).

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).

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

7. IMPORTANT: If you wish to vote for a resolution, tick in the box marked “FOR”. If you wish to against for 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, but will be counted in the total number of voting shares. If you wish to vote in respect of part of the H 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 or a notarially certified copy of such authority, must be deposited at 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 time for holding of the Meeting or appointed time for voting.