GAC GROUP (02238.HK): Plans to Acquire Part of FAW's Equity Interest in a Whole-Vehicle Joint Venture by Issuing A Shares and Raise Matching Funds, A Shares Suspended from 14 September and H Shares to Resume Trading on 15 September

NewTimeSpace News: On 14 September 2026, Guangzhou Automobile Group Co., Ltd. (stock code: 02238) published an inside information announcement in relation to its plan for a major asset restructuring, the suspension of trading in its A shares and the resumption of trading in its H shares. The announcement was made pursuant to Rules 13.09(2)(a) and 13.10B of the Listing Rules and the inside information provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

According to the announcement, on 14 September 2026 the Company signed a letter of intent with FAW. To promote the optimisation and integration of industrial resources between local state-owned enterprises and central state-owned enterprises and to enhance the Company's operating efficiency, the Company plans to acquire part of the equity interest in a whole-vehicle joint venture company held by China FAW Corporation Limited (FAW) by issuing RMB ordinary shares (A shares) of the Company, and to raise matching funds. Based on preliminary estimates, upon completion of the transaction FAW will become the Company's second largest shareholder with strategic influence, and the transaction is expected to constitute a major asset restructuring and a related party transaction under the relevant rules of the Shanghai Stock Exchange, will not constitute a change in the Company's actual controller, and will not constitute a restructuring listing. The Company intends to acquire part of the target company's equity interest held by the counterparty by issuing A shares and to raise matching funds, with the specific transaction method and transaction plan subject to information disclosed in subsequent announcements. The letter of intent represents the parties' preliminary cooperation intention, and the final specific cooperation arrangements will be subject to the formal asset restructuring agreement or other legally binding documents to be entered into by the parties.

As regards the counterparty and the target assets, the initially determined counterparty is FAW, and the finally determined counterparty will be subject to information disclosed in the restructuring plan in subsequent announcements. FAW is a limited liability company established in China whose business scope includes automobile manufacturing and remanufacturing, new energy vehicle manufacturing, and the design, development, manufacturing and sale of automobile parts such as engines and gearboxes. The target assets comprise part of the equity interest in a whole-vehicle joint venture company held by FAW. Under the Industrial Classification for National Economic Activities (GB/T 4754-2017) and the Guidelines on the Industry Classification of Listed Companies issued by the CSRC, the target company is in the automobile manufacturing industry (industry code: C36). In accordance with the relevant rules, as the restructuring target involves an overseas-listed company, the Company has deferred disclosure of the name of the target assets and will disclose it in the restructuring plan in accordance with the rules.

As regards the trading arrangements for the shares, as at the date of disclosure of the announcement the transaction remains at the planning stage and is subject to uncertainty. To ensure fair disclosure of information, safeguard the interests of investors and avoid abnormal fluctuations in the Company's share price, and in accordance with the relevant rules of the SSE, the Company applied for the suspension of trading in its A shares (securities code: 601238) from the opening of the market on 14 September 2026, with the suspension expected not to exceed 10 A-share trading days. During the suspension period the Company will actively advance the work relating to the transaction and duly perform its information disclosure obligations, and will disclose a restructuring plan approved by the Board in accordance with the Administrative Measures for the Material Asset Restructuring of Listed Companies and other laws and regulations, and apply for the resumption of trading in its A shares. At the Company's request, trading in the Company's H shares was suspended on the Main Board of the Stock Exchange from 9:30 a.m. on 14 September 2026 (Monday) pending the publication of the announcement, and the Company has applied to the Stock Exchange for the resumption of trading in its H shares on the Main Board of the Stock Exchange from 9:00 a.m. on 15 September 2026 (Tuesday).

The announcement also cautioned that, as at the date of disclosure, the transaction remains at the planning stage, the parties have not entered into a formal transaction agreement, the transaction is still subject to the necessary internal decision-making procedures and approval by the competent regulatory authorities before it can be formally implemented, and whether the transaction can ultimately be implemented remains uncertain. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Company's shares.

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