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

Jul 31, 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)

NOTICE OF 2015 SECOND CLASS MEETING FOR HOLDERS OF H SHARES

NOTICE IS HEREBY GIVEN that the 2015 second class meeting for holders of H shares (“ H Shareholders’ Class Meeting ”) of Guangzhou Automobile Group Co., Ltd. (the “ Company ”) will be held at Conference Room 707 of GAC Center, Xingguo Road No. 23, Zhujiang New Town, Guangzhou, Guangdong Province, the PRC at 2:30 p.m. (to be held in the order of the 2015 second extraordinary general meeting, the 2015 second class meeting for holders of A shares and the 2015 second class meeting for holders of H shares of the Company) on Friday, 18 September 2015 to consider and, if thought fit, approve the following resolution:

SPECIAL RESOLUTION

• 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.

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

Guangzhou, PRC, 3 August 2015

Notes:

• 1 Details of the resolution were referred to in the circular of the Company dated 3 August 2015.

• 2 Any holders of H shares of the Company (“ H Shareholders ”) 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. A proxy need not be an H Shareholder.

• 3 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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• 4 H Shareholders or their proxies shall present proofs of identities when attending the meeting.

• 5 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 H Shareholders’ entitlement to attend and vote at the H Shareholders’ Class Meeting. In order to be eligible to attend and vote at the H Shareholders’ Class Meeting, 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.

• 6 H Shareholders who are entitled to attend the H Shareholders’ Class 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 22/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong, fax no.: (852) 2810 8185.

• 7 H Shareholders or their proxies attending the H Shareholders’ Class Meeting are responsible for their own transportation and accommodation expenses.

• 8 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 H Shareholders’ Class 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 This notice of H Shareholders’ Class Meeting is despatched to the H Shareholders of the Company only.

• 10 The contact person of the H Shareholder’s Class Meeting 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 are YAO Yiming, CHEN Maoshan, LI Pingyi and DING Hongxiang and the independent non-executive directors are FU Yuwu, LAN Hailin, LI Fangjin, LEUNG Lincheong and WANG Susheng.

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