Guangzhou Automobile : (1) PROPOSED FORMULATION OF DIVIDEND DISTRIBUTION PLAN FOR SHAREHOLDERS FROM 2021 TO 2023 (2) PROPOSED GRANT OF GENERAL MANDATE TO THE BOARD TO ISSUE SHARES (3) PROPOSED GRANT OF GENERAL MANDATE TO THE BOARD TO ISSUE DEBT FINANCING INSTRUMENTS AND (4) NOTICE OF 2020 ANNUAL GENERAL MEETING

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DEFINITIONS

In this circular (other than those set out in the 2020 AGM Notice), the following expressions shall have the meanings set out below unless the context requires otherwise:

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LETTER FROM THE BOARD

GUANGZHOU AUTOMOBILE GROUP CO., LTD.

(a joint stock company incorporated in the People's Republic of China with limited liability)

1. PROPOSED FORMULATION OF DIVIDEND DISTRIBUTION PLAN FOR SHAREHOLDERS FROM 2021 TO 2023
2. PROPOSED GRANT OF GENERAL MANDATE TO THE BOARD TO ISSUE SHARES
3. PROPOSED GRANT OF GENERAL MANDATE TO THE BOARD TO ISSUE DEBT FINANCING INSTRUMENTS

AND

1. NOTICE OF 2020 ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding (1) the proposed formulation

of dividend distribution plan for Shareholders from 2021 to 2023; (2) the proposed grant of general mandate to the Board to issue Shares; and (3) the proposed grant of general mandate to the Board to issue debt financing instruments, and to issue the 2020 AGM Notice, in order to seek your approval of the resolutions relating to, inter alia, the aforesaid matters at the 2020 AGM.

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LETTER FROM THE BOARD

2. PROPOSED FORMULATION OF DIVIDEND DISTRIBUTION PLAN FOR SHAREHOLDERS FROM 2021 TO 2023

Since 2012, the Company has started to formulate the dividend distribution plans for Shareholders, which have been strictly implemented until now. To further improve scientific, continuous and stable dividend distribution decisions and supervisory mechanism of the Company for higher transparency and practicability of profit distribution decisions, and to give guidance to investors to establish a concept of long-term and rational investment, pursuant to the "Regulatory Guidelines for Listed Companies No. 3 - Cash Dividends Distribution of Listed Companies" issued by the CSRC ([2013] No.43)（中國證監會公告

• [2013]43號）《上市公司監管指引第3號－上市公司現金分紅》）, the "Notice Regarding Further

Implementation of Cash Dividends Distribution of Listed Companies" issued by the CSRC (Zheng Jian Fa [2012] No.37) （中國證監會《關於進一步落實上市公司現金分紅有關事項的通知》（證監發[2012]37 號））and the requirements of the Company's dividend distribution policy set out in the Articles of Association, the Board has formulated the "Dividend Distribution Plan for Shareholders of Guangzhou Automobile Group Co., Ltd. (2021-2023)",specific details of which are set out in Appendix I to this circular.

The above resolution has been considered and approved at the 61st meeting of the fifth session of the Board, and is subject to the approval by the Shareholders at the 2020 AGM by way of an ordinary resolution.

3. PROPOSED GRANT OF GENERAL MANDATE TO THE BOARD TO ISSUE SHARES

In order to give discretion to the Board and maintain flexibility, the Company proposes to seek the Shareholders' approval to grant a general and unconditional mandate to the Board to separately or concurrently allot, issue and/or deal with, subject to compliance with relevant laws and regulations, A Shares or H Shares or securities convertible into such Shares not exceeding 20% of the respective number of A Shares or H Shares issued by the Company (based on the respective number of issued A Shares or H Shares on the date of the consideration and approval of the relevant resolution at the 2020 AGM).

Based on the 7,252,376,188 issued A Shares and 3,098,620,305 issued H Shares of the Company as at the Latest Practicable Date, a maximum of 1,450,475,237 A Shares and 619,724,061 H Shares may be issued pursuant to the general mandate to issue Shares.

The general mandate to issue Shares shall be effective from the date of passing the relevant resolution until the earliest of the following:

1. the date falling the expiration of 12 months following the passing of the special resolution at the 2020 AGM approving the general mandate to issue Shares;
2. the conclusion of the next annual general meeting of the Company; and
3. the date on which the Shareholders at any general meeting by way of special resolution revoke or amend the resolution approving the general mandate to issue Shares.

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LETTER FROM THE BOARD

Pursuant to the prevailing PRC laws and regulations, in the event of issuing new A Shares or similar rights, the Company will still need to seek further approval from the Shareholders at a general meeting in respect of the specific details of each issuance of new A Shares even if the general mandate to issue Shares has been granted.

The above resolution has been considered and approved at the 61st meeting of the fifth session of the Board, and is subject to the approval by the Shareholders at the 2020 AGM by way of a special resolution.

Details of the general mandate to issue Shares are set out in Appendix II to this circular.

4. PROPOSED GRANT OF GENERAL MANDATE TO THE BOARD TO ISSUE DEBT FINANCING INSTRUMENTS

For the purpose of a more flexible choice of financing instruments, timely fulfillment of funds requirements, improvement in debt structure and reduction in finance costs, pursuant to the relevant laws and regulations, the Articles of Association and the actual circumstances, the Company proposes to seek the Shareholders' approval to grant a general and unconditional mandate to the Board to decide, within the limit of the amount of the bonds issuable, the matters on the issuance of domestic and offshore debt financing instruments in domestic and offshore bond markets with an aggregate principal amount of not more than RMB20 billion or equivalent amount in foreign currencies within the validity period, including (but not limited to) determining the actual amount to be issued, the interest rate, the term, the target of issuance and the use of proceeds, the preparation, the signing and the disclosure of all necessary documents, and the handling of all other matters in relation to the issuance of debt financing instruments pursuant to this resolution. The relevant debt financing instruments include without limitation to short-term debentures, super-short-term debentures, medium-term notes, corporate bonds, convertible bonds of A Shares or H Shares, and other domestic and offshore debt financing instruments denominated in RMB or foreign currencies permitted by the regulatory authorities. If convertible bonds are to be issued, the principal amount of each single tranche shall not exceed RMB10 billion or equivalent amount in foreign currencies, and the new A Shares or H Shares to be issued upon conversion by the holders of convertible bonds may be issued pursuant to the general mandate to issue Shares considered and approved at the 2020 AGM.

According to the "Interim Management Measures for the Regulation of Corporate Bond Issuance of Guangzhou Municipal State-owned Assets Supervision and Administration Commission" 《( 廣州市國資委監 管企業債券發行管理暫行辦法》), in the event of issuing medium and long-term bonds, notwithstanding the grant of the general mandate to the Board, specific matters on issuance of medium and long-term bonds are still required to be reported to the state-owned assets supervision and administration department for approval again.

The above resolution has been considered and approved at the 61st meeting of the fifth session of the Board, and is subject to the approval by the Shareholders at the 2020 AGM by way of a special resolution. The validity period of the above mandate will commence on the date on which the relevant resolution is passed until the conclusion of the 2021 annual general meeting of the Company.

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LETTER FROM THE BOARD

5. DUTY REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

According to the relevant laws and regulations of the Company Law, the Securities Law of the PRC, the Guidance Opinion, the "Rules Governing the Listing of Stocks on Shanghai Stock Exchange", the Listing Rules and the regulations and requirements of the Articles of Association, the independent non- executive Directors of the Company will present the duty report of the independent non-executive Directors for 2020 at the 2020 AGM. Such report will be presented at the 2020 AGM, but no Shareholders' approval is required.

The full text of the duty report of the independent Directors for 2020 was published on the SSE website (www.sse.com.cn) and the Company's website (www.gac.com.cn) on 25 March 2021.

6. 2020 AGM

The 2020 AGM Notice is set out on pages 12 to 13 of this circular for consideration of the resolutions relating to, inter alia, (1) the proposed formulation of dividend distribution plan for Shareholders from 2021 to 2023; (2) the proposed grant of general mandate to the Board to issue Shares; and (3) the proposed grant of general mandate to the Board to issue debt financing instruments.

The 2020 AGM will 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, 14 May 2021. The form of proxy for use at the 2020 AGM is enclosed with this circular. The Board confirms that no Shareholder has material interest in the relevant resolutions and therefore, no Shareholder is required to abstain from voting at the above meeting.

The register of members of the Company will be closed from Monday, 10 May 2021 to Friday, 14 May 2021 (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 2020 AGM. In order to be eligible to attend and vote at the 2020 AGM, all relevant completed transfer documents accompanied by the relevant share certificates must be lodged with the Company's H Share Registrar, Tricor Investor Services Limited, at 54th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong on or before 4:30 p.m. on Friday, 7 May 2021.

Pursuant to Rule 13.39(4) of 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 2020 AGM 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.

Whether or not you are able to attend the 2020 AGM, you are requested to complete the form of proxy enclosed in accordance with the instructions printed thereon and return the same to the Company as soon as possible. The form of proxy shall be returned to the Company's H Share Registrar, Tricor Investor Services Limited, at least 24 hours before the time of holding of the 2020 AGM (i.e. 2:00 p.m. on Thursday, 13 May 2021) or at least 24 hours before the designated time of voting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting should you so wish.

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LETTER FROM THE BOARD

7. RECOMMENDATION

The Directors (including the independent non-executive Directors) believe that the adoption of (1) the proposed formulation of dividend distribution plan for Shareholders from 2021 to 2023; (2) the proposed grant of general mandate to the Board to issue Shares; and (3) the proposed grant of general mandate to the Board to issue debt financing instruments would be in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors (including the independent non-executive Directors) recommend all Shareholders to vote in favour of the relevant resolutions as set out in the 2020 AGM Notice.

8. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make this circular or any statement contained herein misleading.

9. GENERAL INFORMATION

Should there be any discrepancies between the Chinese and English versions of this circular, the Chinese version shall prevail.

By order of the Board

Guangzhou Automobile Group Co., Ltd.

ZENG Qinghong

Chairman

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Since 2012, the Company has started to formulate dividend distribution plans for Shareholders, which have been strictly implemented until now. To further improve scientific, continuous and stable dividend distribution decisions and supervisory mechanism of the Company for higher transparency and practicability of profit distribution decisions, and to give guidance to investors to establish a concept of long-term and rational investment, pursuant to the "Regulatory Guidelines for Listed Companies No. 3 - Cash Dividends Distribution of Listed Companies" issued by the CSRC ([2013] No. 43)（中國證監會公告（[2013]43號）《上 市公司監管指引第3號－上市公司現金分紅》）, the "Notice Regarding Further Implementation of Cash Dividends Distribution of Listed Companies" issued by the CSRC (Zheng Jian Fa [2012] No. 37)（中國證監 會《關於進一步落實上市公司現金分紅有關事項的通知》（證監發[2012]37號））and the requirements of the Company's dividend distribution policy set out in the Articles of Association, the Board has formulated the "Dividend Distribution Plan for Shareholders of Guangzhou Automobile Group Co., Ltd. (2021-2023)" (the "Plan"), specific details of which are as follows:

1. FACTORS CONSIDERED BY THE COMPANY IN FORMULATING THE PLAN

The Company focuses on long term and sustainable development. After considering profitability, operation planning, returns for Shareholders, capital requirement for investment in future projects, social capital costs, financing environment and so on as a whole, a continuous, stable and scientific returns planning and mechanism for the investors is to be established, so that a systematic arrangement can be made for profit distribution in order to ensure continuity and stability of the profit distribution policy.

1. THE PRINCIPLE OF PLAN FORMULATION

The formulation of plan shall conform with the relevant national laws and regulations and the relevant provisions relating to profit distribution in the Articles of Association. The Company shall value stable and reasonable returns to the investors while at the same time fully consider the actual operation and sustainable development of the Company. On the basis of giving full consideration to the interest of Shareholders and managing the relationship between short-term interests and long-term development of the Company, the Company shall determine a reasonable profit distribution proposal, and pursuant to which a plan for implementing the profit distribution policy in a certain period shall also be formulated to ensure continuity and stability of the profit distribution policy.

1. THE FREQUENCY OF PLAN FORMULATION AND RELEVANT DECISION MAKING MECHANISM

The Board shall formulate plans in accordance with the profit distribution policy stipulated in the Articles of Association. In the event that the Company needs to adjust the profit distribution policy due to the significant changes in the external operating environment and its operating conditions, the protection of the interest of Shareholders (especially the public Shareholders) shall be of the first priority and detailed argumentation and reasons shall be given. Further, detailed explanation on the adjustments of the dividend distribution policy shall be given in the regular report of the Company with stringent implementation of the decision making procedures. The Board shall ensure that the plan will be reviewed every three years and the content of the plan conforms to the profit distribution policy as stipulated in the Articles of Association.

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IV. THE PLAN OF RETURNS TO SHAREHOLDERS OF THE COMPANY FOR THE NEXT

THREE YEARS (2021-2023)

1. 1. The Company may distribute profits by cash, Shares and combination of cash and Shares.
   2. The Company shall give priority to profit distribution by cash dividends, i.e. profit distribution shall be in the form of cash dividends if conditions for cash dividends are fulfilled.
   3. According to the laws and regulations such as the Company Law and the provisions in the Articles of Association, provided that the profit and cash of the Company fulfill the needs for continuous operation and long term development, the profits distributed in cash in each of the years between 2021 to 2023 shall be no less than 10% of the distributable profits realised in such year, whereas the cumulative profits distributed in cash for the three consecutive years shall be no less than 30% of the average distributable profits realised in such three years.
   4. In principle, cash dividend shall be distributed by the Company annually in the next three years (2021-2023). The Board may propose to distribute interim cash dividend based on the profitability and the capital requirements of the Company.
   5. In the next three years (2021-2023), depending on the cumulative distributable profits, reserves and the condition of cash flow, the Company may distribute profits by way of Shares to match Share capital expansion with business growth provided that the minimum cash dividend payout ratio and a reasonable scale of Share capital of the Company are maintained.
2. SUPPLEMENTARY PROVISIONS
   The Plan shall enter into force from the date of its consideration and approval at the 2020 AGM and

shall be interpreted by the Board.

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Details in relation to the grant of general mandate to the Board to issue Shares are as follows:

1. Subject to paragraphs (3) and (4) and pursuant to the Company Law and the relevant regulations of the places where the Shares of the Company are listed (as amended from time to time), the Board is hereby granted an unconditional general mandate to exercise all powers of the Company to separately or concurrently allot, issue and deal with A Shares and/or H Shares, and to determine the terms and conditions for allotting, issuing and dealing with such new Shares, including but not limited to the following:
2. 1. the class and number of new Shares to be issued;
   2. the pricing mechanism and/or issue price of the new Shares to be issued (including price range);
   3. the commencement and closing dates of issue;
   4. the class and number of new Shares to be issued to existing Shareholders; and/or
   5. the making or granting of proposals, agreements, options, convertible rights and other relevant rights for the purpose of exercising the power mentioned above.
3. The mandate mentioned in paragraph (1) shall authorise the Board to, within the Relevant Period (as defined below), make or grant any proposals, agreements and options which might be exercised after the expiry of the Relevant Period.
4. The number of new A Shares or new H Shares conditionally or unconditionally, separately or concurrently allotted, issued and dealt with (whether pursuant to a share option or otherwise) by the Board within the Relevant Period pursuant to the mandate mentioned in paragraph (1) (excluding Shares issued by way of conversion of capital reserve into Shares in accordance with the Company Law and the Articles of Association) shall not exceed 20% of the A Shares or H Shares of the Company respectively in issue at the time of passing this resolution at the 2020 AGM.
5. In exercising the power pursuant to paragraph (1) above, the Board shall:
6. 1. comply with the Company Law, Measures for the Supervision and Administration of State-owned Equities of Listed Companies (No. 36 Order by SASAC, Minister of Finance and CSRC) and the relevant regulatory requirements (as amended from time to time) of the places where the Shares of the Company are listed; and
   2. obtain approval from the CSRC, state-owned assets supervision authorities and other relevant PRC government departments.
7. For the purpose of this resolution, "Relevant Period" means the period from the date of passing this resolution at the 2020 AGM until the earliest of the following:

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1. 1. the date falling the expiration of 12 months following the passing of the resolution at the 2020 AGM;
   2. the conclusion of the next annual general meeting of the Company; and
   3. the date on which the Shareholders at any general meeting by way of special resolution revoke or amend the mandate under this resolution.
2. The Board is hereby authorised to sign any necessary documents, complete any necessary formalities and procedures and take other necessary steps to complete the allotment, issuance and listing of the new Shares upon the exercise of the powers pursuant to paragraph (1) above, provided that the same does not violate the relevant laws, administrative regulations, the relevant regulatory requirements of the places where the Shares of the Company are listed, and the Articles of Association.
3. Subject to the approval of the relevant PRC authorities, the Board is hereby authorised to make appropriate and necessary amendments to the Articles of Association after completion of the allotment and issue of new Shares with reference to the method, class and number of new Shares of the Company allotted and issued and the shareholding structure of the Company at the time of completion of the allotment and issue of new Shares in order to reflect the alteration of the share capital structure and registered capital of the Company as a result of the exercise of this mandate.

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NOTICE OF 2020 ANNUAL GENERAL MEETING

GUANGZHOU AUTOMOBILE GROUP CO., LTD.

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2238)

NOTICE OF 2020 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 annual general meeting (the "2020 AGM") of Guangzhou Automobile Group Co., Ltd. (the "Company") will be held at 2:00 p.m. on Friday, 14 May 2021 at Conference Room, 32/F, GAC Center, No. 23 Xingguo Road, Zhujiang New Town, Tianhe District, Guangzhou, Guangdong Province, the PRC to consider and, if thought fit, approve the following resolutions:

1. The resolution on the annual report and its summary for the year 2020
2. The resolution on the work report of the board of directors for the year 2020
3. The resolution on the work report of the supervisory committee for the year 2020
4. The resolution on the financial report for the year 2020
5. The resolution on the proposal for profit distribution for the year 2020
6. The resolution on the appointment of auditors for the year 2021
7. The resolution on the appointment of internal control auditors for the year 2021
8. The resolution on the formulation of dividend distribution plan for shareholders of Guangzhou Automobile Group Co., Ltd. (2021-2023)
9. The resolution on the proposal to be submitted to the general meeting in relation to the grant of general mandate to the board of directors of the Company to issue shares
10. The resolution on the proposal to be submitted to the general meeting in relation to the grant of general mandate to the board of directors of the Company to issue debt financing instruments

The above resolutions (1) to (8) will be considered and approved by way of ordinary resolutions. The above resolutions (9) and (10) will be considered and approved by way of special resolutions.

By order of the Board

Guangzhou Automobile Group Co., Ltd.

ZENG Qinghong

Chairman

Guangzhou, the PRC, 12 April 2021

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NOTICE OF 2020 ANNUAL GENERAL MEETING

Notes:

1. Details of the above resolutions (8) to (10) are set out in the circular of the Company dated 12 April 2021.
2. Any shareholder of the Company (the "Shareholder") 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/her behalf. A proxy need not be a Shareholder.
3. In order to be valid, the Shareholder's 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 shall be deposited at the Company's H Share Registrar, Tricor Investor Services Limited at 54th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 24 hours before the time for holding the meeting (i.e. 2:00 p.m. on Thursday, 13 May 2021) or 24 hours before the time appointed for taking the poll.
4. 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 Monday, 10 May 2021 to Friday, 14 May 2021 (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 2020 AGM. In order to be eligible to attend and vote at the forthcoming 2020 AGM, 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 54th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong on or before 4:30 p.m. on Friday, 7 May 2021.
6. Shareholders or their proxies attending the 2020 AGM are responsible for their own transportation and accommodation expenses.
7. 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 2020 AGM 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.
8. At the 2020 AGM, the independent non-executive directors of the Company will present the duty report of the independent directors for 2020. Such report will be presented at the annual general meeting, but no Shareholder's approval is required.
9. The book closure arrangement in relation to the final dividend in respect of the financial year ended 31 December 2020 will be separately announced.
10. The notice of the 2020 AGM is despatched to holders of H shares of the Company only. The notice of the 2020 AGM to holders of A shares and the form of proxy are separately published on the websites of the Company (http://www.gac.com.cn) and the Shanghai Stock Exchange (http://www.sse.com.cn).
11. The contact person of the 2020 AGM is Mr. Liu Yong and his contact number is (86)-20-83151012/(86)-20-83151139, Ext. 8104.

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 CHEN Xiaomu, CHEN Maoshan, CHEN Jun, DING Hongxiang and HAN Ying, and the independent non-executive directors of the Company are ZHAO Fuquan, XIAO Shengfang, WONG Hakkun and SONG Tiebo.

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