Guangzhou Automobile Group Co., Ltd. — Proxy Solicitation & Information Statement 2021

Sep 16, 2021

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GUANGZHOU AUTOMOBILE GROUP CO., LTD.

(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 2021 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 2021 first extraordinary general meeting of the Company to be held at Conference Room, 32/F, GAC Center, No. 23 Xingguo Road, Zhujiang New Town, Tianhe District, Guangzhou, Guangdong Province, the PRC at 2:00 p.m. on Friday, 8 October 2021 (or at any adjournment thereof) (the “ Meeting ”) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and to vote for me/us and in my/our name(s) at the Meeting in respect of the resolutions as hereunder indicated or, if no such indication is given, as my/our voting proxy thinks fit.

	ORDINARY RESOLUTIONS	CUMULATIVE VOTING(Note 8)
		(Please insert the number of votes)
1.	The resolutions on the election of directors of the sixth session of the board of directors
1.01	Election of Mr. Zeng Qinghong as an executive director
1.02	Election of Mr. Feng Xingya as an executive director
1.03	Election of Mr. Chen Xiaomu as a non-executive director
1.04	Election of Mr. Guan Dayuan as a non-executive director
1.05	Election of Mr. Ding Hongxiang as a non-executive director
1.06	Election of Mr. Liu Zhijun as a non-executive director
2.	**The resolutions on the election of independent non-executive **	directors of the sixth session of the
	board of directors
2.01	Election of Mr. Zhao Fuquan as an independent non-
	executive director
2.02	Election of Mr. Xiao Shengfang as an independent non-
	executive director
2.03	Election of Mr. Wong Hakkun as an independent non-
	executive director
2.04	Election of Mr. Song Tiebo as an independent non-executive
	director
3.	The resolutions on the election of supervisors of the sixth session of the supervisory committee
3.01	Election of Ms. Chen Tian as a supervisor
3.02	Election of Mr. Cao Xiandong as a supervisor
3.03	Election of Mr. Huang Cheng as a supervisor

Cumulative voting system will be adopted for the voting of the above resolutions on the election of directors, independent non-executive directors and supervisors as separate resolutions.

2021 Signature [(Notes][9][&][10)] :

Dated this

day of

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 alteration 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 form of proxy 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 2021 first extraordinary general meeting which is sent to the holder of H shares of the Company together with this form of proxy.

7. Unless you have indicated otherwise in this form of proxy, 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. Cumulative voting system will be adopted for the election of directors and supervisors as separate resolutions. Please fill in the blanks entitled “Cumulative Voting” in accordance with the following instructions:

   • (1) For every share held by you, you will have the same number of voting rights equivalent to the number of directors or supervisors to be elected in each resolution. For instance, if you hold 1 million shares of the Company, (i) the total number of votes you will have in respect of resolutions 1.01 to 1.06 is 6 million (i.e. 1 million shares x 6 = 6 million votes); (ii) the total number of votes you will have in respect of resolutions 2.01 to 2.04 is 4 million (i.e. 1 million shares x 4 = 4 million votes); and (iii) the total number of votes which you will have in respect of resolutions 3.01 to 3.03 is 3 million (i.e. 1 million shares x 3 = 3 million votes).

   • (2) No ballot will be cast under “For”, “Against” or “Abstain” in cumulative voting. You are requested to fill in the corresponding number of votes in the “Cumulative Voting” column against the name of each candidate. You may vote from nil vote to the maximum number of votes under each resolution. The number of votes does not need to be the integral multiples of the number of shares held by you. If you mark “�” in the blank against the names of all candidates, you will be deemed to cast your total number of votes equally amongst the corresponding candidates.

   • (3) Please note that you may either cast all your votes to one of the candidates, or cast equally or differently to more than one of the candidates.

   • (4) The total number of your votes cast on the candidates shall not exceed the total number of votes to which you are entitled, otherwise all the votes cast will become invalid and be regarded as abstain votes; if the total votes cast by you for the candidates are less than the total votes to which you are entitled, the votes are valid and the remaining votes will be regarded as abstain votes.

9. This form of proxy must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be either under its common seal or under the hand of its director(s) or attorney duly authorised in writing.

10. To be valid, this form of proxy and if such form of proxy 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 Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 24 hours before the time for holding of the Meeting (i.e. 2:00 p.m. on Thursday, 7 October 2021) 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 form of proxy.

• (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 share registrar.