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

Oct 30, 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 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)

(1) PROPOSED ISSUE OF SHORT-TERM FINANCING BONDS AND

(2) NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2013

Notice convening the Second Extraordinary General Meeting of 2013 of Guangzhou Automobile Group Co., Ltd. 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 is set out on pages 7 to 9 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 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.

The form of proxy shall be returned 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. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting should you so wish.

30 October 2013

CONTENT

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**LETTER **	FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Issue of Short-term Financing Bonds . . . . . . . . . . . . . . . . . . . . . .	4
3.	The Second Extraordinary General Meeting of 2013 . . . . . . . . . . . . . . . . . .	5
4.	Voting By Way of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
**NOTICE **	OF THE SECOND EXTRAORDINARY GENERAL MEETING
OF 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		7

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DEFINITIONS

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 of the Company

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

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

• “A Share(s)” Domestic shares listed on the Shanghai Stock Exchange with a nominal value of RMB1.00 each in the ordinary share capital of the Company

• “EGM” 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., Monday, 16 December 2013

• “EGM Notice” the notice dated 30 October 2013 convening the second extraordinary general meeting of 2013, as set out on pages 7 to 9 of this circular

• “Group” the Company and its subsidiaries

• “H Share(s)” overseas listed foreign shares with a nominal value of RMB1.00 each in the ordinary share capital of the Company which are listed on 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

• “Listing Rules” the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange

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DEFINITIONS

“PRC”	the People’s Republic of China (and where the context
	requires, references in this circular to the PRC do not
	apply to Hong Kong, the Macau Special Administrative
	Region of the PRC or Taiwan)
“Proposed Issue of Short-term	the proposed issue of short-term financing bonds with
Financing Bonds”	an aggregate principal amount not exceeding RMB11
	billion by the Company, details of which are set out
	herein
“RMB”	Renminbi, the lawful currency of the PRC for the time
	being
“Share(s)”	collectively, A Shares and H Shares and (where
	applicable) any other foreign shares of the Company
“Shareholders”	the shareholders 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 (Vice Chairman) Lu Sa

Non-executive Directors: Liu Huilian Wei Xiaoqin Li Tun Li Pingyi Ding Hongxiang

Registered office: 23/F, Chengyue Building 448-458 Dong Feng Zhong Road Yuexiu District Guangzhou, the PRC 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 October 2013

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED ISSUE OF SHORT-TERM FINANCING BONDS AND

(2) NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2013

1. Introduction

Reference is made to the announcement of the Company dated 30 October 2013 in relation to the Proposed Issue of Short-Term Financing Bonds.

The purpose of this circular is to provide you with information regarding the Proposed Issue of Short-term Financing Bonds as well as the EGM Notice and to seek your approval of the special resolution relating to these matters to be proposed at the EGM.

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LETTER FROM THE BOARD

2. Proposed Issue of Short-Term Financing Bonds

During January to September 2013, a total of approximately 687,500 and approximately 667,600 vehicles were produced and sold by the Group respectively, which increased by 20.84% and 21.76% compared with the same period of last year. The automotive market of the PRC is gradually showing signs of recovery, together with new and replacement models such as the new ninth generation Accord, 2014 Starshine version Camry and Viaggio Anniversary Edition launched by the Company during the year, therefore the sales volume of the Group has gradually increased. The increase in vehicle sales led to an increase in business such as auto parts, auto services and financing etc. The expansion in business scale of the Company also requires moderate growth in working capital of the Company.

As at the end of September 2013, the Group had total assets of RMB55.785 billion; equity attributable to owners of the parent company amounted to RMB32.820 billion, of which current liabilities amounted to RMB16.699 billion. Since short-term financing bonds, as compared to bank loans and other financing channels, have the advantages of low financing costs and convenience and flexibility of rolling issue. Therefore, in order to further expand the financing channel of the Company, optimize its financing structure, lower the financing costs, and increase the flexibility of the capital management of the Company, pursuant to laws and regulations of PRC such as Rules for Information Disclosure on Debt Financing Instruments of Non-financial Enterprises on the Inter-bank Bond Market and other regulating documents, the Company proposed to apply to National Association of Financial Market Institutional Investors of China for registration of short-term financing bonds issuance. Details of the Proposed Issue of Short-term Financing Bonds are as follows:

• (i) Issuer : the Company (ii) Scale of registration : Not more than RMB11 billion

• (iii) Issue time : In phases with right timing within the two (2) years of validity upon registration

• (iv) Term of issue : Not exceeding one year

• (v) Issue method : Public offer in the national inter-bank bond market in PRC

• (vi) 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

• (vii) 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)

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LETTER FROM THE BOARD

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

The approval from National Association of Financial Market Institutional Investors of China and acceptance of registration by National Association of Financial Market Institutional Investors of China are also required.

On 30 October 2013, the Board approved and resolved to propose to the Shareholders to consider and, if thought fit, approve the Proposed Issue of Short-term Financing Bonds at the EGM by way of a special resolution.

3. The Second Extraordinary General Meeting of 2013

The EGM Notice is set out on pages 7 to 9 of this circular to consider, inter alia, the special resolution relating to the Proposed Issue of Short-Term Financing Bonds.

The EGM 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 PRC at 8:30 a.m. on Monday, 16 December 2013. 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 holders of H shares will be 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 appear on the register of members by 4:30 p.m. on Friday, 15 November 2013 are entitled to attend and vote at the meeting. In order to be qualified to attend and vote at the meeting, all transfer documents accompanied by relevant share certificates must be lodged with the Company’s Share Registrar by 4:30 p.m. on Friday, 15 November 2013 to register the transfer of shares.

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 indicate that those intending to attend the general meeting represent holders of not more than one half of the total number of Shares with voting rights, the Company shall within 5 days inform its Shareholders again by public notice the proposed matters for consideration at the general meeting and the date and venue of the general meeting. The general meeting may be convened after such notice has been published. In view of the above requirements in respect of the EGM convened by the EGM Notice, 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 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), on or before Tuesday, 26 November 2013.

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LETTER FROM THE BOARD

Whether or not you intend to attend the EGM, you are requested to complete and return the form of proxy 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 accordance with the instructions printed thereon, not less than 24 hours before the time fixed for holding the EGM. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting in person should you so wish.

4. Voting By Way of Poll

In accordance with the requirement of Rule 13.39(4) of the Listing Rules, except where the chairman of the EGM, 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 resolution 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.

5. Recommendation

The Directors believe that the resolution set out in the EGM Notice 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 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 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)

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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NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2013

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

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.

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NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2013

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 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.

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

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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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