Guangzhou Automobile Group Co., Ltd. — Proxy Solicitation & Information Statement 2017

Nov 1, 2017

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

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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 2017 FIRST CLASS MEETING FOR HOLDERS OF H SHARES

NOTICE IS HEREBY GIVEN that the 2017 first 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, Tianhe District, Guangzhou, Guangdong Province, the PRC at 2:00 p.m. on Monday, 18 December 2017 (to be convened in the order of the 2017 second extraordinary general meeting, 2017 first class meeting for holders of A shares and 2017 first H Shareholders’ Class Meeting) to consider and, if thought fit, approve the following resolution(s):

SPECIAL RESOLUTIONS

• 1 To consider and approve the resolution in relation to the “Second Share Option Incentive Scheme of Guangzhou Automobile Group Co., Ltd (Draft Proposal)” and its summary:

  • 1.01 Basis and scope for confirming the participants of the scheme

  • 1.02 Source, number and allocation of subject shares of the scheme

  • 1.03 Schedule of the scheme

  • 1.04 Exercise price of the share options and the basis of determination of the exercise price

  • 1.05 Conditions of grant and conditions of exercise under the scheme

  • 1.06 Method and procedures of adjustment to the share options

  • 1.07 Accounting treatment of share options under the scheme

  • 1.08 Procedures of grant of share options by the Company and exercise by the participants

  • 1.09 Respective rights and obligations of the Company and participants

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• 1.10 Handling of changes in relation to the Company and participants

• 1.11 Other important matters.

• 2 To consider and approve the resolution in relation to the “Second Share Option Incentive Scheme Performance Appraisal Measures of Guangzhou Automobile Group Co., Ltd.”.

• 3 To consider and approve the resolution to authorise the board of directors to deal with the matters relating to the second share option incentive scheme of the Company.

By order of the Board Guangzhou Automobile Group Co., Ltd. ZENG Qinghong Chairman

Guangzhou, PRC, 2 November 2017

Notes:

1. Details of the resolutions are set out in the circular of the Company dated 2 November 2017.

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

3. In order to be valid, the H Shareholder’s 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 (i.e. 2:00 p.m. on Sunday, 17 December 2017).

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 Saturday, 18 November 2017 to Monday, 18 December 2017 (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 H Shareholders’ Class Meeting. In order to be eligible to attend and vote at the forthcoming H Shareholders’ Class Meeting, all completed transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H Share Registrar, Tricor Investor Services Limited at 22nd Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong on or before 4:30 p.m. on Friday, 17 November 2017.

6. H 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 Tuesday, 28 November 2017 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.

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

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1. 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.

2. The notice of the H Shareholders’ Class Meeting is despatched to the H Shareholders of the Company only.

3. The contact person of the H Shareholders’ Class Meeting is Mr. Liu Yong and his contact number is (86)-20-83150281.

As at the date of this notice, the executive directors of the Company are ZENG Qinghong and FENG Xingya, the non-executive directors of the Company are YAN Zhuangli, CHEN Maoshan, LI Pingyi and DING Hongxiang and the independent non-executive directors of the Company are FU Yuwu, LAN Hailin, LEUNG Lincheong and WANG Susheng.

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