CIMC Vehicle : DISTRIBUTION OF THE 2019 FINAL DIVIDEND

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CIMC Vehicles (Group) Co., Ltd.

ʕණԓሿ€ණྠٰ΅Ϟࠢʮ̡

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 1839)

DISTRIBUTION OF THE 2019 FINAL DIVIDEND

Reference is made to the announcements dated 25 March 2020 and 22 June 2020 of CIMC Vehicles (Group) Co., Ltd. (the "Company"), the 2019 annual report, and the circular to shareholders dated 28 April 2020 in respect of, amongst others, the proposed distribution of final dividend of the Company for 2019 (the "2019 Final Dividend"), the dates for closure of register of members of the Company, and the duly passing of the resolution relating to profit distribution of the Company for the year ended 31 December 2019. The board of directors (the "Board") of the Company wishes to notify the shareholders of the Company that details of distribution of the 2019 Final Dividend are as follows:

The Company will distribute the 2019 Final Dividend in cash of RMB0.45 per share (tax inclusive) to shareholders of the Company whose names appear on the register of members of the Company at the close of business on Thursday, 2 July 2020. For distribution of the 2019 Final Dividend, those payable to domestic shareholders of the Company will be paid in RMB while those payable to the holders of H shares ("H Shares") of the Company (the "H Shareholders") will be paid in Hong Kong dollar, and the following formula shall apply for the purpose of calculating the Hong Kong dollar equivalent of the amount of Final Dividend payable per H Share:

Final Dividend per share in RMB

The median exchange rate for Hong Kong dollar to RMB as

Final Dividend per H Share in equivalent Hong Kong dollar

=announced by the People's Bank of China on 23 June 2020, being the first business day in Hong Kong immediately following the date at which the 2019 annual general meeting is convened

The median exchange rate for Hong Kong dollar to RMB as announced by the People's Bank of China on 23 June 2020 is HK$1.00 to RMB0.91185. Accordingly, the amount of Final Dividend payable per H Share will be approximately HK$0.4935 (tax inclusive).

WITHHOLDING AND PAYMENT OF ENTERPRISE INCOME TAX AND INDIVIDUAL TAX INCOME FOR OVERSEAS H-SHARE ENTERPRISES ON DISTRIBUTION OF THE 2019 FINAL DIVIDEND

Pursuant to the Enterprise Income Tax Law, the Implementation Regulations for the Enterprise Income Tax Law of the People's Republic of China and the Notice of the State Administration of Taxation on the Issues Concerning Withholding the Enterprise Income Tax on the Dividends Paid by Chinese Resident Enterprises to H Shareholders which are Overseas Non-resident Enterprises (Guo Shui Han [2008] No. 897) ( ਷࢕೼ਕᐼ҅ᗫ׵ʕ਷֢͏ΆุΣྤ̮Hٰڢ֢͏Άٰุ ؇ݼ೯ٰࢹ˾ϔ˾ᖮΆุה੻೼Ϟᗫਪᕚٙஷٝ'(਷೼Ռ[2008]897 ໮ )), when the Company distributes final dividends to the non-resident enterprise shareholders whose names appear on the register of members of the Company's H Shares, the enterprise income tax shall be withheld at a uniform rate of 10%.

In respect of all non-resident shareholders whose names appear on the register of members of the Company's H Shares as at the record date and who are not individuals (including HKSCC Nominees Limited, corporate nominees or trustees such as securities companies and banks, and other entities or organisations, which are all considered as non-resident enterprise shareholders), the Company will distribute the 2019 Final Dividend after deducting an enterprise income tax of 10%.

Pursuant to the Notice of Certain Issues on the Policies of Individual Income Tax by the Ministry of Finance and the State Taxation Administration (Cai Shui Zi [1994] No. 020) ( ৌ݁௅e਷࢕೼ ਕᐼ҅ᗫ׵ࡈɛה੻೼߰ʍ݁ഄਪᕚٙஷٝ'(ৌ೼ο[1994]020 ໮)), overseas individuals are for the time being exempt from the individual income tax of the PRC for the dividends and bonuses from China's foreign-invested enterprises. As the Company is a foreign-invested enterprise, the Company will not withhold and pay individual income tax in respect of the 2019 Final Dividend payable to any natural person shareholders whose names appear on the register of members of the Company's H Shares as at the record date.

If any resident enterprise (as defined in the Enterprise Income Tax Law) listed on the register of members of the Company's H Shares which is duly incorporated in the PRC or under the laws of a foreign country (or a region) but with a PRC-based de facto management body, does not desire to have the Company withhold and pay the said 10% enterprise income tax, it shall lodge with Computershare Hong Kong Investor Services Limited documents from its governing tax authority confirming that the Company is not required to withhold and pay enterprise income tax in respect of the dividend that it is entitled, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan chai, Hong Kong, at or before 4:30 p.m. on Friday, June 26, 2020.

If anyone would like to change the identity of the holders in the register of members of the Company's H Shares, please enquire about the relevant procedures with the nominees or trustees. The Company will withhold and pay the enterprise income tax for its non-resident enterprise shareholders strictly in accordance with the relevant laws and requirements of the relevant government departments and adhere strictly to the information set out in the register of members of the Company's H Shares on the record date. The Company assumes no liability whatsoever in respect of and will not entertain any claims arising from any delay in, or inaccurate determination of, the status of the shareholders or any disputes over the mechanism of withholding and payment of enterprise income tax.

The Company has appointed ICBC (Asia) Trustee Company Limited as the receiving agent in Hong Kong (the "Receiving Agent") and will pay to the Receiving Agent the 2019 Final Dividend for distribution to H Shareholders. The 2019 Final Dividend will be paid before 30 July 2020 and will be despatched to H Shareholders who are entitled to receive the 2019 Final Dividend by cheques by ordinary post or by electronic transfer at their own risk.

By Order of the Board

CIMC Vehicles (Group) Co., Ltd.

Li Guiping

Executive Director

Hong Kong, 23 June 2020

• As at the date of this announcement, the Board comprises nine members, being Mr. Mai Boliang**,

• Mr. Li Guiping*, Ms. Zeng Beihua**, Mr. Wang Yu**, Mr. Chen Bo**, Mr. Huang Haicheng**,

• Mr. Feng Jinhua***, Mr. Fan Zhaoping*** and Mr. Cheng Hok Kai Frederick***.

• * Executive Director

• ** Non-executive Directors

• *** Independent non-executive Directors