Geely Automobile : DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO THE YW ACQUISITION

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in 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 accompanying form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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)

DISCLOSEABLE AND CONNECTED TRANSACTION

IN RELATION TO THE YW ACQUISITION

Financial adviser to Geely Automobile Holdings Limited

Independent Financial Adviser to the Independent Board Committee and

the Independent Shareholders

A letter from the Independent Board Committee is set out on pages 15 to 16 of this circular. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 17 to 35 of this circular. A notice convening the EGM to be held at Room 2301, 23rd Floor, Great Eagle Centre, 23 Harbour Road, Wan Chai, Hong Kong on Monday, 10 June 2019 at 4:00 p.m. is set out on pages EGM-1 to EGM-2 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 Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, 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.

22 May 2019

		CONTENTS
			Page
DEFINITIONS	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . .	15
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . . . . . .	17
APPENDIX I	-	PROPERTY VALUATION REPORT . . . . . . . . . . . . . . . . . . . . . . . .	I-1
APPENDIX II	-	GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
NOTICE OF EGM	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

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DEFINITIONS

Unless the context requires otherwise, the following expressions shall have the following meanings in this circular:

"associate(s)"	has the meaning ascribed to it in the Listing Rules
"Board"	the board of Directors
"Business Day"	a day (excluding Saturdays, Sundays and public holidays) on which
	banks are open for business in Hong Kong and the PRC
"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"	has the meaning ascribed thereto under the Listing Rules
"Director(s)"	the director(s) of the Company
"EGM"	an extraordinary general meeting of the Company to be held to
	consider and, if thought fit, approve the YW Acquisition
"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 the PRC, and is ultimately wholly owned by Mr.
	Li and his associate
"Geely Holding Group"	Geely Holding and its subsidiaries
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollar, the lawful currency of Hong Kong
"HKFRS"	Hong Kong Financial Reporting Standards
"Hong Kong"	Hong Kong Special Administrative Region of the PRC
"Independent Board Committee"	an independent board committee of the Company, comprising all
	the independent non-executive Directors, formed for the purpose of
	advising the Independent Shareholders in relation to the YW
	Acquisition
"Independent Financial Adviser"	Dakin Capital Limited, a licensed corporation to carry out type 6
	(advising on corporate finance) regulated activity under the SFO
	and the independent financial adviser to advise the Independent
	Board Committee and the Independent Shareholders in relation to
	the YW Acquisition

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	DEFINITIONS
"Independent Shareholders"	Shareholder(s) other than Mr. Li, Mr. Yang Jian, Mr. Li Dong Hui,
	Daniel, Mr. An Cong Hui and their respective associates
"Independent Valuer"	Asia-Pacific Consulting and Appraisal Limited, an independent
	valuer
"Latest Practicable Date"	17 May 2019, being the latest practicable date prior to the printing
	of this circular for ascertaining certain information contained in this
	circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"LYNK & CO"	領克投資有限公司 (LYNK & CO Investment Co., Ltd.*), a
	Chinese-foreign equity joint venture of the Company established
	in the PRC and owned as to 50% by Zhejiang Jirun, 20% by
	Zhejiang Haoqing and 30% by VCI as at the Latest Practicable
	Date
"LYNK & CO Group"	LYNK & CO and its subsidiaries
"Mr. Li"	Mr. Li Shu Fu, an executive Director and a substantial Shareholder
	together with his associate holding 44.45% interests in the total
	issued share capital of the Company as at the Latest Practicable
	Date
"percentage ratio(s)"	has the meaning ascribed to it under Rule 14.07 of the Listing
	Rules
"PRC"	the People's Republic of China, and for the purposes of this circular
	excluding Hong Kong, the Macau Special Administrative Region,
	and Taiwan
"RMB"	Renminbi, the lawful currency of the PRC
"SAIC"	State Administration for Industry and Commerce or its local
	bureaus
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong) as amended from time to time
"Share(s)"	ordinary share(s) of HK$0.02 each in the share capital of the
	Company
"Shareholder(s)"	the holder(s) of the Share(s)

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	DEFINITIONS
"sq.m."	square meter(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Valuation Report"	the valuation report on the YW Properties prepared by the
	Independent Valuer
"VCI"	沃爾沃汽車（中國）投資有限公司 (Volvo Car (China) Investment
	Co., Ltd.*), a limited liability company established in the PRC and
	a wholly owned subsidiary of Volvo Car Corporation, which in turn
	is indirectly 99% owned by Geely Holding
"Volvo"	Volvo Car Corporation, a limited liability company incorporated
	under the laws of Sweden and an indirect 99% owned subsidiary of
	Geely Holding
"Yiwu Engines"	義烏吉利發動機有限公司 (Yiwu Geely Engines Company
	Limited*), a private limited liability company incorporated in the
	PRC, and a wholly owned subsidiary of Zhejiang Geely as at the
	Latest Practicable Date
"YW Acquisition"	the acquisition of the entire registered capital of the YW Target by
	Zhejiang Powertrain from Yiwu Engines pursuant to the YW
	Acquisition Agreement
"YW Acquisition Agreement"	the acquisition agreement entered into between Zhejiang Powertrain
	and Yiwu Engines on 29 April 2019 in relation to the YW
	Acquisition
"YW Properties"	an industrial complex located in Chi'an Town, Yiwu City, Zhejiang
	Province, the PRC
"YW Property Value"	market value of the YW Properties as stated in the Valuation
	Report
"YW Shareholder's Loan"	interest-free loan up to a maximum amount of RMB2,519 million
	on the completion date of the YW Acquisition made to the YW
	Target by the Geely Holding Group
"YW Target"	義烏吉利動力總成有限公司 (Yiwu Geely Powertrain Company
	Limited*), a limited liability company incorporated in the PRC, and
	a wholly owned subsidiary of Yiwu Engines as at the Latest
	Practicable Date

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