Geely Automobile : (1) CONTINUING CONNECTED TRANSACTIONS IN RELATION TO THE VOLVO FINANCING ARRANGEMENTS; AND (2) NOTICE OF THE EXTRAORDINARY GENERAL MEETING

271eed54-182f-44ea-851f-298ec3998ad2.pdf If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Geely Automobile Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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

吉利汽車控股有限公司

GEELY AUTOMOBILE HOLDINGS LIMITED

(Incorporated in Cayman Islands with limited liability)

(Stock code: 175)

1. CONTINUING CONNECTED TRANSACTIONS IN RELATION TO THE VOLVO FINANCING ARRANGEMENTS; AND
2. NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Financial Adviser to the Company

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A letter from the Independent Board Committee is set out on pages 17 to 18 of this circular. A letter from VBG Capital containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 19 to 33 of this circular.

A notice convening the EGM to be held at Room 2301, 23rd Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong on Thursday, 18 February 2016 is set out on pages 46 to 47 of this circular. Whether or not you are able to attend and/or vote at the EGM in person, you are requested to complete the enclosed form of proxy and return it to the Company's Hong Kong share registrar and transfer office, Union Registrars Limited, at A18/F., Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from subsequently attending and voting in person at the EGM or any adjournment thereof (as the case may be) should you so wish.

28 January 2016

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . . . 17 LETTER FROM VBG CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 APPENDIX - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 NOTICE OF THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"associate(s)" has the meaning ascribed to it in the Listing Rules

"BNPP PF" BNP Paribas Personal Finance, a subsidiary of the BNP Paribas Group, which is engaged in consumer credit

"Board" the board of Directors

"Company" Geely Automobile Holdings Limited, a company incorporated in the Cayman Islands with limited liability whose shares are listed on the main board of the Stock Exchange (stock code: 175)

"connected person(s)" has the meaning ascribed to it in the Listing Rules "Director(s)" the director(s) of the Company

"EGM" the extraordinary general meeting of the Company to be convened to consider and, if thought fit, approve the Volvo Financing Arrangements (including the Volvo Annual Caps (Wholesale) and the Volvo Annual Caps (Retail))

"Geely Holding" 浙江吉利控股集團有限公司 (Zhejiang Geely Holding Group Company Limited*), a private limited liability company incorporated in Zhejiang Province, the PRC, and is owned as to 90% by Mr. Li and as to 10% by Mr. Li Xing Xing, the son of Mr.

Li, respectively, as at the Latest Practicable Date

"Geely Holding Group" Geely Holding and its subsidiaries

"Genius AFC" 吉致汽車金融有限公司 (Genius Auto Finance Co., Ltd.), a vehicle financing company established under the laws of PRC, which the Company and BNPP PF are interested in 80% and 20% of its registered capital, respectively, as at the Latest Practicable Date

"Group" the Company and its subsidiaries

"Hong Kong" Hong Kong Special Administrative Region of the PRC "Independent Board Committee" the independent committee of the Board, which comprises all the

independent non-executive Directors, formed for the purpose of

advising the Independent Shareholders on the terms of the Volvo Financing Arrangements (including the Volvo Annual Caps (Wholesale) and the Volvo Annual Caps (Retail))

* For identification purpose only

"Independent Financial Adviser or VBG Capital"

VBG Capital Limited, a corporation licensed to carry on type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO, the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Volvo Financing Arrangements (including the Volvo Annual Caps (Wholesale) and the Volvo Annual Caps (Retail))

"Independent Shareholders" Shareholder(s) other than Mr. Li, Mr. Yang Jian and Mr. An Cong

Hui, each an executive Director, and their respective associates

"JV Agreement" the agreement dated 16 December 2013 entered into between the Company and BNPP PF in relation to the formation of Genius AFC

"Latest Practicable Date" 25 January 2016

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange

"Mr. Li" Mr. Li Shu Fu, an executive Director and a substantial Shareholder holding 42.98% interest in the issued share capital of the Company as at the Latest Practicable Date

"PBOC" the People's Bank of China (中國人民銀行)

"percentage ratio(s)" has the meaning ascribed to it under Rule 14.07 of the Listing

Rules

"PRC" or "China" the People's Republic of China, and for the purposes of this circular excluding Hong Kong, the Macau Special Administrative Region, and Taiwan

"Retail Loan Agreement(s)" financing agreements to be entered into between Genius AFC and

the Volvo Retail Consumers which set out the terms of the loans to be provided by Genius AFC to the Volvo Retail Consumers for their purchase of Volvo-branded vehicles

"Retail Loan Cooperation Agreement"

cooperation agreement to be entered into between Genius AFC and the dealers of Volvo which governs, among other things, the arrangements between Genius AFC and the dealers of Volvo in promoting the sale of the dealers of Volvo and provision of vehicle loans from Genius AFC to the Volvo Retail Consumers

"RMB" Renminbi, the lawful currency of the PRC

"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended from time to time