Guangzhou Automobile Group Co., Ltd. — Proxy Solicitation & Information Statement 2016

Oct 31, 2016

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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)

FORM OF PROXY FOR HOLDERS OF H SHARES FOR 2016 FIRST EXTRAORDINARY GENERAL MEETING

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 [(Note][5)] in respect of

H shares in the share capital of the Company, at the 2016 first extraordinary general meeting of the Company to be held at Conference Room 707 of GAC Center, Xingguo Road No. 23, Zhujiang New Town, Guangzhou, Guangdong Province, the PRC at 2 p.m. on Friday, 16 December 2016 (or at any adjournment thereof) (the “ Meeting ”) for the purpose of considering and, if thought fit, passing the resolution 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 resolution as hereunder indicated or, if no such indication is given, as my/our voting proxy thinks fit.

		RESOLUTIONS	FOR (Note 7)	FOR (Note 7)	AGAINST (Note 7) ABSTAIN (Note 7)	AGAINST (Note 7) ABSTAIN (Note 7)
	1.	Resolution in relation to Satisfaction of the Conditions of
		Non-public Issuance of A Shares by the Company
	2.	Resolution in relation to the Proposed Non-public Issuance of A
		Shares of the Company:
		(i) Class and nominal value of shares to be issued
		(ii) Method of issuance
		(iii) Method of subscription
		(iv) Issue price and pricing principles
		(v) Target subscribers, subscription amount and number of
		shares to be issued
		(vi) Lock-up period and listing arrangement
		(vii) Amount and use of proceeds
		(viii) Arrangement on the accumulated profits prior to the issuance
		(ix) Validity period of resolutions regarding the issuance
	3.	Resolution in relation to the Proposal for Non-public Issuance of A
		Shares of the Company
	4.	Resolution in relation to the Report on the Use of Proceeds from
		Previous Fund Raising Activities of the Company
	5.	Resolution in relation to the Feasibility Analysis Report on the Use
		of Proceeds from Non-public Issuance of A Shares of the Company
	6.	Resolution in relation to the Share Subscription Agreements
		entered into between the Company and Specific Target Investors
	7.	Resolution in relation to the Related Party Transactions involved in
		the Non-public Issuance
	8.	Resolution in relation to the Dilution of Current Returns by the
		Non-public Issuance of A Shares and the Remedial Measures
	9.	Resolution in relation to the Undertakings by the Controlling
		Shareholder, Directors and Senior Management of the Company
		regarding the Remedial Measures for the Dilution of Current
		Returns by the Non-public Issuance of A Shares
	10.	Resolution in relation to the Proposal for Authorisation of the
		Board or Persons Authorised by the Board at Shareholders’
		Meeting to Handle All Matters in relation to the Non-public
		Issuance

RESOLUTIONS NOS. 2, 3, 6 AND 10 ABOVE WILL BE CONSIDERED AND APPROVED BY WAY OF SPECIAL RESOLUTIONS, AMONG WHICH ITEMS UNDER RESOLUTION NO. 2 WILL BE VOTED UPON SEPARATELY. RESOLUTIONS NOS. 1, 4, 5, 7, 8 AND 9 ABOVE WILL BE CONSIDERED AND APPROVED BY WAY OF ORDINARY RESOLUTIONS.

Dated	this day of 2016 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 H shares of the Company registered in your name(s).
3.	Any holder of H shares of the Company 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 holder of H shares 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 H shares of the Company registered in your name(s).
6.	The full text of the resolutions is set out in the notice of the 2016 first extraordinary general meeting which is sent to the holder of H shares of the Company together
	with this form of proxy.
7.	IMPORTANT: If you wish to vote for a resolution, tick in the box marked “FOR”. If you wish to vote against 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 in the relevant boxes. 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 authorised in writing. In case of a legal person or body corporate, the same must be either under its
	common seal or under the hand of its director(s) of the legal person or body corporate or attorney duly authorised in writing.
9.	To be valid, this form of proxy 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, must be deposited at the Company’s H share registrar, Tricor Investor Services Limited, at 22/F, Hopewell
	Centre, 183 Queen’s Road East, Hong Kong not less than 24 hours before the time for holding of the Meeting or appointed time for voting.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) “Personal Data” in this statement has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“PDPO”).

• (ii) Your Personal Data is supplied to the Company on a voluntary basis. Failure to provide sufficient information may render the Company not able to process your instructions and/or request as stated in this proxy form.

• (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, the share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for verification and record purposes.

• (iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing and sent to the Personal Data Privacy Officer of the Company’s branch share registrar.