Guangzhou Automobile Group Co., Ltd. — Proxy Solicitation & Information Statement 2015

Aug 17, 2015

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)

SUPPLEMENTAL NOTICE OF 2015 SECOND EXTRAORDINARY GENERAL MEETING

Reference is made to the circular of Guangzhou Automobile Group Co., Ltd. (the “ Company ”) dated 3 August 2015 (the “ Circular ”) and the notice of the second extraordinary general meeting of 2015 (the “ EGM ”) dated 3 August 2015 (the “ EGM Notice ”), which contain the resolution to be tabled before the EGM for approval of the shareholders of the Company. Due to the reasons set out in the supplemental circular of the Company on the amendments to the Articles of Association dated 18 August 2015 (the “ Supplemental Circular ”), the board of directors of the Company (the “ Board ”) will propose additional resolution 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 as follows.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM will be held as originally scheduled at 2:30 p.m. on Friday, 18 September 2015 at Conference Room 707 of GAC Center, Xingguo Road No. 23, Zhujiang New Town, Guangzhou, Guangdong Province, the PRC to consider and, if thought fit, approve the following resolutions:

SPECIAL RESOLUTIONS

1. To consider and approve the resolution in relation to the extension of validity period of the resolution on the issuance of A Share Convertible Bonds by the Company.

2. To consider and approve the resolution on the amendments to the Articles of Association of Guangzhou Automobile Group Co., Ltd.

By order of the Board

Guangzhou Automobile Group Co., Ltd.

Lu Sa

Company Secretary

Guangzhou, PRC, 18 August 2015

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Notes:

1. Details of the resolutions herein were referred to in the Circular and Supplemental Circular.

2. Any shareholder of the Company (“ Shareholder ”) entitled to attend and vote at the EGM is entitled to appoint one or more than one proxy to attend and vote on his behalf. A proxy need not be a Shareholder.

3. Since the form of proxy sent together with the Circular (the “ First Form of Proxy for the EGM ”) does not contain the additional proposed resolution no.2 as contained in this supplemental notice, a new form of proxy (the “ Second Form of Proxy for the EGM ”) is enclosed with the Supplemental Circular. The Second Form of Proxy for the EGM is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.gac.com.cn).

4. A H Shareholder who wishes to appoint a proxy to attend and vote at the EGM but has not yet lodged the First Form of Proxy for the EGM with the Company’s H Share Registrar should complete and return the enclosed Second Form of Proxy for the EGM to the Company’s H Share Registrar, Tricor Investor Services Limited at 22nd Floor, Hopewell Centre, 183 Queen’s Road East, 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. A H Shareholder who has already lodged the First Form of Proxy for the EGM with the Company’s H Share Registrar should note that:

   • i. If no Second Form of Proxy for the EGM is lodged with the H Share Registrar of the Company in accordance with the instructions printed thereon, the First Form of Proxy for the EGM will be treated as a valid form of proxy lodged by the H Shareholder if duly completed. Apart from the resolutions referred to in the EGM Notice and the First Form of Proxy for the EGM, the proxy so appointed by the H Shareholder pursuant to the First Form of Proxy for the EGM 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 the supplemental notice.

   • ii. If the Second Form of Proxy for the EGM is lodged with the H Share Registrar of the Company at or before 2:30 p.m. on Thursday, 17 September 2015 in accordance with the instructions printed thereon, the Second Form of Proxy for the EGM, whether duly completed or not, will revoke and supersede the First Form of Proxy for the EGM previously lodged by the H Shareholder. The Second Form of Proxy for the EGM will be treated as a valid form of proxy if duly completed.

   • iii. If the Second Form of Proxy for the EGM is lodged with the H Share Registrar of the Company after 2:30 p.m. on Thursday, 17 September 2015, the Second Form of Proxy for the EGM will be deemed invalid. It will not revoke the First Form of Proxy for the EGM previously lodged by the H Shareholder. The First Form of Proxy for the EGM 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 for the EGM, the proxy so appointed by the H Shareholder pursuant to the First Form of Proxy for the EGM 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.

6. Shareholders are reminded that completion and return of the First Form of Proxy for the EGM and/or the Second Form of Proxy for the EGM will not preclude them from attending and voting in person at the EGM or any adjournment thereof.

7. 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 22nd Floor, Hopewell Centre, 183 Queen’s Road East, 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.

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

2. The register of members of the Company will be closed from Wednesday, 19 August 2015 to Friday, 18 September 2015 (both days inclusive), during which no transfer of Shares will be effected so as to ascertain the Shareholders’ entitlement to attend and vote at the forthcoming EGM. In order to be eligible to attend and vote at the forthcoming EGM, all completed transfer documents accompanied by the relevant share certificates must be lodged with the H Share Registrar of the Company, Tricor Investor Services Limited at 22nd Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong on or before 4:30 p.m. on Tuesday, 18 August 2015.

3. Shareholders who are entitled to attend the said meeting are requested to deliver the reply slip for attendance not later than 20 days before the date of the meeting. i.e. no later than Friday, 28 August 2015 by hand, by post or by fax to the Company’s H Share Registrar, Tricor Investor Services Limited at 22nd Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, fax no.: (852) 2810 8185.

4. Shareholders or their proxies attending the EGM are responsible for their own transportation and accommodation expenses.

5. Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (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 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. The EGM Notice is despatched to the holders of H Shares of the Company only. The EGM Notice to the holders of A Shares and the relevant reply slip and proxy form are separately published on the websites of the Company (http://www.gagc.com.cn) and the Shanghai Stock Exchange (http://www.sse.com.cn).

7. The contact person of the EGM is Mr. Liu Yong and his contact number is (86)-020-83150281.

As at the date of this notice, the executive directors of the Company are ZHANG Fangyou, ZENG Qinghong, YUAN Zhongrong, FENG Xingya, LU Sa and WU Song, the non-executive directors of the Company are YAO Yiming, CHEN Maoshan, LI Pingyi and DING Hongxiang and the independent nonexecutive directors of the Company are FU Yuwu, LAN Hailin, LI Fangjin, LEUNG Lincheong and WANG Susheng.

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