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)

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.

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)

OVERSEAS REGULATORY ANNOUNCEMENT

This announcement is made by Guangzhou Automobile Group Co., Ltd. (“the Company”) pursuant to the disclosure requirements under Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

The attached Assurance Report on the Utilisation of Proceeds from Previous Fund-Raising Activity was published by the Company on the website of the Shanghai Stock Exchange of the People’s Republic of China on 31 October 2016 and is strictly for reference only. Should there be any discrepancies between the Chinese version and the English version, the Chinese version shall prevail.

For and on behalf of Guangzhou Automobile Group Co., Ltd. ZENG Qinghong Chairman

Guangzhou, the PRC, 31 October 2016

As at the date of this announcement, the executive directors of the Company are ZENG Qinghong, YUAN Zhongrong, FENG Xingya, LU Sa and WU Song, the non-executive directors of the Company are YAO Yiming, CHEN Maoshan, LI Pingyi and DING Hongxiang, and the independent non-executive directors of the Company are FU Yuwu, LAN Hailin, LI Fangjin, LEUNG Lincheong and WANG Susheng.

Guangzhou Automobile Group Co., Ltd

Assurance Report on the Utilisation of

Proceeds from Previous Fund-Raising Activity

Assurance Report on the Utilisation of Proceeds from Previous Fund-Raising Activity

Our Ref：XHSBZ[2016]No.410711

To all shareholders of Guangzhou Automobile Group Co., Ltd:

We have been engaged to perform a reasonable assurance engagement on the enclosed Report on the Utilisation of Proceeds from Previous Fund-Raising Activity prepared by the Board of Guangzhou Automobile Group Co., Ltd (“GAC”) as at 30 September 2016.

I. Restrictions on the report users and the purpose of use The assurance report is only for the purpose of GAC’s application for non-public issuance of securities and shall not be used for any other purposes. We agreed to file this assurance report as a necessary document for the non-public issuance of securities, together with other reporting documents.

II. Responsibility of the Board The responsibility of the Board of GAC is to provide true, legal and complete and relevant information pursuant to the requirements of the Regulations for Report on the Utilisation of Proceeds from Previous Fund-Raising Activity issued by the China Securities Regulatory Commission (“CSRC”) (CSRC Fa Xing Zi [2007] No. 500), to prepare the Report on the Utilisation of Proceeds from Previous Fund-Raising Activity as at 30 September 2016 and to assure the content thereof is true, accurate, complete and without false record, misleading statements or major omissions.

III. Responsibility of the Certified Public Accountant Our responsibility is to express an opinion independent of the abovementioned report prepared by the Board of GAC on the basis of the assurance work carried out.

IV. Work summary We performed our assurance work in accordance with requirements of “PRC CPA Standards on Other Assurance Engagements No. 3101 - Assurance Engagements Other Than Audits or Reviews of Historical Financial Information”. Pursuant to such standard, we are required to plan for and carry out the assurance work for the purpose of providing a reasonable assurance in respect of whether or not there exists material misreporting in the information being assured. During the process of assurance, we implemented measures which we thought were necessary such as verification and inspection of accounting records. We believe that our assurance work has provided a reasonable basis for our opinion.

V. Opinion In our opinion, that the Report on the Utilisation of Proceeds from Previous Fund-Raising Activity as at 30 September 2016 prepared by the Board of GAC complies with the requirements of the Regulations for Report on the Utilisation of Proceeds from Previous Fund-Raising Activity issued by the CSRC (CSRC Fa Xing Zi [2007] No. 500) and truly reflects the utilisation of proceeds from previous fund-raising activity of GAC as at 30 September 2016 in all material respects.

BDO China Shu Lun Pan Certified Public Accountant of China: Certified Public Accountants LLP Wang Yichu

Certified Public Accountant of China: Xu Dan

Shanghai, China 31 October 2016

Guangzhou Automobile Group Co., Ltd. Report on the Utilisation of Proceeds from Previous Fund-Raising Activity (As at 30 September 2016)

Pursuant to the requirements of the Regulations for Report on the Utilisation of Proceeds from Previous Fund-Raising Activity issued by the China Securities Regulatory Commission (CSRC) (CSRC Fa Xing Zi [2007] No. 500), Guangzhou Automobile Group Co., Ltd. (the “Company”) has prepared the Report on the Utilisation of Proceeds from Previous Fund-Raising Activity as at 30 September 2016.

I. BASIC INFORMATION OF PROCEEDS FROM PREVIOUS FUND-RAISING ACTIVITY

(1) Public issuance of shares for the first time for absorption and merger of GAC Changfeng Motor Co., Ltd.

With the approval by CSRC Approval (2012) No. 137, the Company publicly issued 286,962,422 shares for the first time for absorption and merger of GAC Changfeng Motor Co., Ltd. (“GAC Changfeng”). As at 23 March 2012, the Company completed the issuance of 286,962,422 shares of RMB denominated ordinary A shares in return for the total of 179,351,514 shares of GAC Changfeng held by its public shareholders. According to the Report of Guangzhou Automobile Group Co., Ltd. Absorbing and Merging with GAC Changfeng Motors Co., Ltd. by Share Conversion approved by CSRC Approval (2012) No. 137, the issue price of the Company’s RMB denominated ordinary A shares was RMB 9.09 per share. The Company incurred a transaction fee of RMB 74,908,598 in the course of issuing new RMB denominated ordinary A shares. The above alteration of capital has been reviewed and verified by PricewaterhouseCoopers Zhong Tian CPAs Limited Company, which has issued the Capital Verification Report (PwC Zhong Tian (2012) No. 076). The registration of new shares was completed at China Securities Depository and Clearing Co., Ltd., Shanghai Office on 22 March 2012.

Pursuant to the Notification of A Share Listing of Guangzhou Automobile Group Co., Ltd. (SSE Fa Zi [2012] No. 6), there were 4,221,719,819 shares (nominal value of RMB 1 per share) of A shares of the Company, among which 286,962,422 shares were listed for trading since 29 March 2012.

This issuance of the Company was issuance of shares for absorption and merger. No capital was raised in the form of cash and it did not involve any date of crediting the proceeds into the account or the condition of proceeds deposited in special accounts.

(2) Public issuance of A Share Convertible Bonds

As permitted by the “Reply relating to Approval of the Issuance of Convertible Bonds by Guangzhou Automobile Group Co., Ltd.” issued by the China Securities Regulatory Commission (CSRC Approval [2015] No. 3131), the Company publicly issued 41,055,800 6-year term convertible bonds (“Convertible Bonds”) of nominal value RMB100 each to public investors. The gross proceeds raised were RMB4,105,580,000.00 and the actual net proceeds raised were RMB4,064,524,200.00 after deduction of underwriting fee and sponsor fee of RMB41,055,800.00. Such net proceeds were transferred by China International Capital Corporation Limited, the joint lead underwriter of such issuance of Convertible Bonds, to the Company’s special account for the proceeds with Ping An Bank Co., Ltd., Guangzhou Branch (account number 11014972698001) on 28 January 2016.

The aforesaid proceeds raised from the Convertible Bonds have been reviewed and verified by BDO China Shu Lun Pan Certified Public Accountants LLP, which has issued the Assurance Report (XHSBZ [2016] No. 410024).

Pursuant to the relevant requirements of the “Administrative Measures for the Issuance of Securities by Listed Companies” and the “Administrative Measures for Raising Proceeds by Companies Listed on the Shanghai Stock Exchange”, the Company and the sponsors, China International Capital Corporation Limited and Ping An Bank Co., Ltd., Guangzhou Branch, signed the Three-party Supervision Agreement for the Special Proceeds Account in respect of the proceeds from the Convertible Bonds. In addition, the implementing bodies of the investment projects have also opened special accounts for depositing and management of the proceeds.

As at 30 September 2016, the Company has one special account for proceeds from the Convertible Bonds and details of proceeds deposited are as follows:

Unit: RMB Initial deposit Initial deposit Balance at 30 Way of Bank Bank account no. date amount September 2016 deposit Ping An Bank Co., Ltd., 28 January 11014972698001 4,064,524,200.00 1,074,104,617.05 On demand Guangzhou 2016 Branch

As at 30 September 2016, details for the balance of funds of the implementing bodies of the investment projects are as follows: Unit: RMB Implementing bodies of Balance at 30 Way of Bank Bank account no. the investment projects September 2016 deposit Guangzhou Automobile Bank of China Ltd., Group Company Zhujiang Sub-branch, 657467065187 145,024.22 On demand Automotive Engineering Guangzhou Institute Industrial Bank Co., GAC Fiat Chrysler Ltd., Guangzhou 394880100100760166 7,563.66 On demand Automobiles Co., Ltd. Branch Industrial Bank Co., Smart call GAC Fiat Chrysler Ltd., Guangzhou 394880100200678507 174,413,031.07 deposit (智能 Automobiles Co., Ltd. Branch 通知存款)

In summary, as at 30 September 2016, the balance of funds in the accounts for the proceeds of the Convertible Bonds of the Company and implementing bodies of the investment projects was RMB1,248,670,236.00.

II. ACTUAL UTILISATION OF PROCEEDS FROM PREVIOUS FUND-RAISING ACTIVITY

(1) Public issuance of shares for the first time for absorption and merger of GAC Changfeng Motor Co., Ltd. No capital was raised in the form of cash in connection with the issuance. There were no investment projects financed by the proceeds and no actual utilisation of proceeds was involved.

(2) Public issuance of A Share Convertible Bonds

1. Comparison table for the use of previously raised proceeds

The following is a comparison table for the use of previously raised proceeds as of 30 September 2016: Unit: RMB 0’000 Total proceeds: 410,558.00 Accumulative total utilised proceeds: 329,168.44 (Note 3)

Total proceeds of which purpose has been changed: 0.00 Total utilised proceeds in each year: 329,168.44 Proportion of total proceeds of which purpose has been 0.00[%] January - September 2016: changed: 329,168.44 Accumulative investments from proceeds as of cut-off Investment projects Total investments from proceeds date Difference between actual Date when the projects meet the Committed Committed Committed Committed Actual investment intended serviceable conditions Actual investment investment Actual investment investment investment amount and (or stage of completion of projects S/N Committed investment projects investment amount amount investment amount amount amount committed as of cut-off date) projects before after amount before after (Note 3) investment raising raising raising raising amount after raising Project of upgrading construction of 1 Highlander by GAC Toyota Motor Co. 12,128.00 12,128.00 12,128.00 12,128.00 12,128.00 12,128.00 — March 2015 Ltd Project of the Guangzhou Branch of GAC 2 80,000.00 80,000.00 62,667.43 80,000.00 80,000.00 62,667.43 -17,332.57 April 2016 Fiat Chrysler Automobiles Co., Ltd. Project of the expansion of production capacity (200,000 units per year) of the 3 Same as left 105,402.00 105,402.00 105,402.00 105,402.00 105,402.00 105,402.00 — March 2016 passenger vehicles of proprietary brands column of GAC Project of upgrading vehicle model (A68) 4 32,839.00 32,839.00 16,301.59 32,839.00 32,839.00 16,301.59 -16,537.41 March 2016 of GAC Trumpchi GA5 Project of vehicle model A28 of GAC As of 30 September 2016, the 5 37,650.00 37,650.00 24,171.46 37,650.00 37,650.00 24,171.46 -13,478.54 project was not completed entirely (Note 1) Project of vehicle model AL of GAC As of 30 September 2016, the 6 43,415.00 43,415.00 32,798.57 43,415.00 43,415.00 32,798.57 -10,616.43 project was not completed entirely (Note 1) Project of the expansion of production As of 30 September 2016, the 7 capacity and increase in product variety of 59,124.00 59,124.00 38,593.81 59,124.00 59,124.00 38,593.81 -20,530.19 project was not completed GAC Toyota Motor Co. Ltd Finance leasing and capital injection 8 project of Guangzhou Automobile Group 40,000.00 40,000.00 33,000.00 40,000.00 40,000.00 33,000.00 -7,000.00 Increase in capital was completed Business Co., Ltd. 9 Payment of issuance expenses (Note 2) — — 4,105.58 — — 4,105.58 —

Total 410,558.00 410,558.00 329,168.44 410,558.00 410,558.00 329,168.44 -81,389.56

Note 1: As of 30 September 2016, some of the vehicle models among the projects, namely, vehicle model A28 of GAC and vehicle model AL of GAC, were completed but the projects have not been completed entirely. Note 2: Pursuant to the Offer Document of the Convertible Bonds, the Company issued A Share Convertible Bonds of RMB 4,105,580,000. The proceeds, after deducting issuance expenses, were used in the projects No. 1-8 according to their priorities. Note 3: The “Accumulative total utilised proceeds” and “Actual Investment amount under the accumulative investments from proceeds as of cut-off date” included RMB417,602,200 paid by implementing bodies of the investment projects in advance in the current year.

2. Changes in use of proceeds on projects actually invested

There is no change to the projects actually invested with the previously raised proceeds.

3. Status of transfer or replacement of investment projects utilising previously raised proceeds There is no transfer or replacement of investment projects for the previously raised proceeds.

4. Advance input of capital and their replacement in respect of investment projects covered by previously raised proceeds

On 29 March 2016, the 19th meeting of the fourth session of the Board of the Company considered and approved the “Resolution regarding the use of previously raised proceeds to replace own capital previously put into some investment projects”, whereby the Company agreed to use RMB2,656,985,157.61 from the proceeds to replace own capital used in investment projects as of 28 January 2016. The advance input of own capital into the investment projects has been reviewed and verified by BDO China Shu Lun Pan Certified Public Accountants LLP, which has issued the “Assurance report on advance input of own capital into the investment projects of Guangzhou Automobile Group Co., Ltd.” (XHSBZ [2016] No. 410197).

5. Status of the use of temporarily idle proceeds to supplement working capital

There is no use of temporarily idle proceeds to supplement working capital.

6. Unused balance in the accounts for previously raised proceeds

The net proceeds previously raised were RMB 4,064,524,200. As at 30 September 2016, the accumulative utilisation of previously raised proceeds were RMB2,833,026,400 (excluding RMB417,602,200 paid by implementing bodies of the investment projects in advance). After adding the accumulated net interest income, net of handling charges, of RMB17,172,400, the accumulative balance of funds in the accounts for the proceeds of the Convertible Bonds of the Company and implementing bodies of the investment projects amounted to RMB1,248,670,236.00 as at 30 September 2016, representing 30.41% of the total proceeds previously raised.

The main reason for not having fully utilised the previously raised proceeds is that some investment projects are not entirely completed. The Company will use the balance proceeds based on its business development goals and future development strategy in a scientific manner.

III. ECONOMIC BENEFITS GENERATED FROM THE INVESTMENT PROJECTS FINANCED

BY PROCEEDS FROM PREVIOUS FUND-RAISING ACTIVITY

(1) Public Issuance of shares for the first time for absorption and merger of GAC Changfeng Motor Co., Ltd. No capital was raised in the form of cash in the issuance by the Company. There were no investment projects financed by proceeds and no realisation of benefits from investment project was involved.

(2) Public issuance of A Share Convertible Bonds 1. Comparison table for the benefits realised from investment projects of proceeds The following is a comparison table for the benefits realised from investment projects with previously raised proceeds as of 30 September 2016: Unit: RMB 0’000 Accumulated Actual benefits in the recent three years and one period Whether Actual investment projects Accumulated capacity Promised (Note 9) expected benefits as of utilisation as of benefits Jan-Sept benefits No. Name of project 2013 2014 2015 cut-off date cut-off date 2016 achieved Project of upgrading construction of 1 Highlander by GAC Toyota Motor Co. 149% Note 1 — — 242,833 178,590 421,423 Ltd. Project of the Guangzhou Branch of GAC 2 21% Note 2 — — — -785 -785 Fiat Chrysler Automobiles Co., Ltd. Project of the expansion of production capacity (200,000 units per year) of the 3 101% Note 3 — — 61,451 240,348 301,799 passenger vehicles of proprietary brands of GAC (Note 10) Project of upgrading vehicle model (A68) 4 (Note 11) Note 4 — — -4,301 346 -3,955 of GAC Trumpchi GA5

5 Project of vehicle model A28 of GAC (Note 11) Note 5 — — 67,544 248,682 316,226

6 Project of vehicle model AL of GAC (Note 11) Note 6 — — — -4,751 -4,751

Project of the expansion of production 7 capacity and increase in product variety — Note 7 — — — — — of GAC Toyota Motor Co. Ltd Finance leasing and capital injection 8 project of Guangzhou Automobile Group — Note 8 — — — — — — Business Co., Ltd. Note 1. The payback period after tax for the project of upgrading construction of Highlander by GAC Toyota Motor Co. Ltd (including construction period) will be 6.21 years and the internal rate of return after tax will be 20.67%. Note 2. The payback period after tax for the project of the Guangzhou Branch of GAC Fiat Chrysler Automobiles Co., Ltd. (including construction period) will be 7.50 years and the internal rate of return after tax will be 13.36%. Note 3. The payback period after tax for the project of the expansion of production capacity (200,000 units per year) of the passenger vehicles of proprietary brands by GAC (including construction period) will be 6.40 years and the internal rate of return after tax will be 19.75%. Note 4. The payback period after tax for the project of upgrading vehicle model (A68) of GAC Trumpchi GA5 (including construction period) will be 4.30 years and the internal rate of return after tax will be 31.30%. Note 5. The payback period after tax for the project of vehicle model A28 of GAC (including construction period) will be 4.50 years and the internal rate of return after tax will be 24.30%. Note 6. The payback period after tax for the project of vehicle model AL of GAC (including construction period) will be 6.50 years and the internal rate of return after tax will be 13.30%. Note 7. The payback period after tax for the project of the expansion of production capacity and increase in product variety of GAC Toyota Motor Co. Ltd (including construction period) will be 4.92 years and the internal rate of return after tax will be 30.59%. Note 8. There is no benefits undertaking made in the use of proceeds set out in the offer document of the public issuance of A Share Convertible Bonds in respect of the finance leasing and capital injection project of Guangzhou Automobile Group Business Co., Ltd. Note 9. “Actual benefits in the recent three years and one period” means the net profits of the actual investment projects. The calculation method of such net profits are consistent with those for the promised benefits. Note 10. As at 30 September 2016, projects No. 1-4 were completed and in the payback period. Projects No. 5-7 were not entirely completed. The actual benefits generated from the respective projects will be calculated upon completion of the entire project period. Note 11. The three projects, namely “upgrading vehicle model (A68) of GAC Trumpchi GA5, vehicle model A28 of GAC and vehicle model AL of GAC” do not involve the increase in capacity, which the capacity utilisations were counted in the “Expansion of production capacity (200,000 units per year) of the passenger vehicles of proprietary brands of GAC”. 2. Reasons on why the benefits of the investment projects utilising previously raised proceeds cannot be calculated separately

There are no benefits of the investment projects using the previously raised proceeds which cannot be calculated separately. 3. Explanation on differences between the realised accumulated profits of investment projects utilising previously raised proceeds and the promised profit

There are no accumulated profits of the investment project realised lower than 20% (20% inclusive) of the promised profit.

IV. OPERATION OF CAPITAL OF PROCEEDS OF THE PREVIOUS FUND-RAISING USED FOR SHARE SUBSCRIPTION (1) Public issuance of shares for the first time for absorption and merger of GAC Changfeng Motor Co., Ltd. 1. Change in asset ownership

The Company absorbed and merged with GAC Changfeng through the issuance of shares. The Company was the surviving entity after the merger and tookover all assets, liabilities, business, personnel, contracts and all other rights and duties of GAC Changfeng. GAC Changfeng is now undergoing deregistration procedures.

2. Change in the carrying amount of major assets of the Company as shown in consolidated financial statements after acquisition (RMB: 0’000)

Item 30 September 2016 31 December 2015 31 December 2014 31 December 2013

Total assets 8,260,923.85 6,716,580.23 6,240,930.09 5,778,989.69

Total liabilities 3,848,471.80 2,772,836.76 2,621,357.61 2,372,708.34 Interest attributable to the owners of 4,307,490.35 3,859,262.48 3,539,976.91 3,325,780.83 parent company Note: Data as at 30 September 2016 are unaudited.

3. Production operation of the Company as shown in consolidated financial statements after acquisition (RMB: 0’000)

January to Item 2015 2014 2013 September 2016 Total operating 3,438,720.45 2,941,822.27 2,238,342.35 1,882,419.85 income Operating profit 614,503.82 406,481.00 269,191.20 299,947.21

Total profit 625,222.72 440,692.72 306,698.44 264,572.20 Net profit attributable to the 560,862.21 423,235.19 319,478.97 266,892.19 owners of parent company Note: Data relating to the period from January to September 2016 are unaudited.

(2) Public issuance of A Share Convertible Bonds There is no subscription of shares by way of assets for the previously raised proceeds of the Company.

V. COMPARISON OF DISCLOSURE OF ACTUAL UTILISATION OF PROCEEDS FROM PREVIOUS FUND-RAISING ACTIVITY The actual utilisation of proceeds from previous fund-raising activity of the Company does not have discrepancy with the regular reports of the Company for various years and the content disclosed in other disclosure documents.

VI. APPROVAL FOR ISSUE OF REPORT This report was approved for issue on 31 October 2016 by the Board of the Company. (No text below)

The Board of Directors of Guangzhou Automobile Group Co., Ltd.

31 October 2016