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

Oct 30, 2013

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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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 2013

NOTICE IS HEREBY GIVEN that the second extraordinary general meeting of 2013 of Guangzhou Automobile Group Co., Ltd. (the “ Company ”) will 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 (“ PRC ”) at 8:30 a.m. on Monday, 16 December 2013 to consider and, if thought fit, approve the following resolution:

SPECIAL RESOLUTION

• I. To consider and approve the 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 Term is issue: not exceeding one year Issue method: Public offer in the national inter-bank bond market in PRC Total costs: Comprise of 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

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Target of issue:

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

Use of proceeds:

Including but not limited to supplementing as 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.

By order of the board of directors Guangzhou Automobile Group Co., Ltd.

Lu Sa

Company Secretary

Guangzhou, the PRC, 30 October 2013

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Notes:

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

2. Details of the resolution are contained in the circular dated 30 October 2013.

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. 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.

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

6. In order to determine the list of shareholders entitled to attend the general meeting, the register of holders of H shares of the Company will be closed from Saturday, 16 November 2013 to Monday, 16 December 2013 (both dates inclusive), during which period no transfer of shares will be registered.

7. Shareholders whose names appear 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 be lodged with the Company’s Share Registrar before 4:30 p.m. on Friday, 15 November 2013 to register the transfer of Shares.

8. Shareholders who intend to attend the meeting shall complete and return the reply slip of the meeting by post, by telegraph or by fax 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 number:(852) 2810 8185) on or before Tuesday, 26 November 2013.

9. The second extraordinary general meeting of 2013 is not expected to take more than half a day, and Shareholders shall be responsible for their own travel and accommodation expenses.

10. 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.

11. 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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