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.