Dongfeng Motor : CIRCULAR OF EXTRAORDINARY GENERAL MEETING AND H SHAREHOLDERS CLASS MEETING

September 10, 2020 at 10:05 am EDT

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this Circular or as to the action you should take, you should consult your registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your Shares in Dongfeng Motor Group Limited (the "Company"), you should at once hand this Circular and 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 delivery 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.

DONGFENG MOTOR GROUP COMPANY LIMITED*

東風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: 489)

A SHARE OFFERING AND RELATED MATTERS

AMENDMENTS TO THE ARTICLES OF ASSOCIATION, THE RULES OF PROCEDURE OF THE SHAREHOLDERS GENERAL MEETING, THE RULES OF PROCEDURE OF THE MEETING OF BOARD OF DIRECTORS AND THE RULES OF PROCEDURE OF THE MEETING OF SUPERVISORY COMMITTEE

WORK SUBSIDY STANDARD PLAN ADJUSTMENT FOR

THE RELEVANT EXTERNAL DIRECTORS

ELECTION OF DIRECTORS OF THE FIFTH SESSION OF THE BOARD OF DIRECTORS

ELECTION OF SUPERVISORS OF THE FIFTH SESSION OF

THE SUPERVISORY COMMITTEE

NOTICE OF EXTRAORDINARY GENERAL MEETING

AND

NOTICE OF H SHAREHOLDERS CLASS MEETING

The Company will hold the Extraordinary General Meeting, Domestic Shareholders Class Meeting and H Shareholders Class Meeting at 9:00 a.m. on Friday, 25 September 2020 at Special No. 1 Dongfeng Road, Wuhan Economic and Technology Development Zone, Wuhan, Hubei, PRC. Notices concerning the convening of the Extraordinary General Meeting and H Shareholders Class Meeting are set out on pages 25 to 33 of this circular. A form of proxy for the Extraordinary General Meeting and the H Shareholders Class Meeting is attached hereto. Whether or not you are able to attend the Extraordinary General Meeting or the H Shareholders Class Meeting, please complete and return the form of proxy accompanying this circular in accordance with the instructions printed thereon, as soon as possible and in any event not less than 24 hours before the time appointed for holding the Extraordinary General Meeting and/or the H Shareholders Class Meeting and/or the H Shareholders Class Meeting.

10 September 2020

For identification only

CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	iii
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
NOTICE OF H SHAREHOLDERS CLASS MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30
APPENDIX I THE USE OF PROCEEDS RAISED FROM THE INITIAL PUBLIC
OFFERING OF RENMINBI ORDINARY SHARES (A SHARES) AND LISTING ON
GEM AND ITS FEASIBILITY ANALYSIS REPORT OF DONGFENG MOTOR GROUP
COMPANY LIMITED. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	34
APPENDIX II THREE-YEAR DIVIDEND DISTRIBUTION PLAN FOR SHAREHOLDERS
AFTER THE INITIAL PUBLIC OFFERING OF RENMINBI ORDINARY SHARES (A
SHARES) AND LISTING ON GEM OF DONGFENG MOTOR GROUP COMPANY
LIMITED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	46
APPENDIX III THE DILUTION OF IMMEDIATE RETURNS DUE TO INITIAL
PUBLIC OFFERING OF RENMINBI ORDINARY SHARES (A SHARES) AND LISTING
ON GEM AND REMEDIAL MEASURES OF DONGFENG MOTOR GROUP COMPANY
LIMITED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	54
APPENDIX IV A SHARE PRICE STABILIZATION PLAN WITHIN THE THREE YEARS
AFTER THE INITIAL PUBLIC OFFERING OF RENMINBI ORDINARY SHARES (A
SHARES) AND LISTING ON GEM OF DONGFENG MOTOR GROUP COMPANY
LIMITED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	60
APPENDIX V TABLE OF COMPARISON FOR AMENDMENTS TO ARTICLES OF
ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	64
APPENDIX VI THE UNDERTAKINGS AS TO THE INITIAL PUBLIC OFFERING OF
RENMINBI ORDINARY SHARES (A SHARES) AND LISTING ON GEM OF DONGFENG
MOTOR GROUP COMPANY LIMITED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	140
APPENDIX VII ADMINISTRATIVE SYSTEM FOR A SHARE CONNECTED
TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	142
APPENDIX VIII ADMINISTRATIVE SYSTEM FOR EXTERNAL GUARANTEES . . . . . . .	152

- i -

CONTENTS
APPENDIX IX ADMINISTRATIVE SYSTEM FOR A SHARE PROCEEDS . . . . . . . . . . . . . .	159
APPENDIX X TABLE OF COMPARISON FOR AMENDMENTS TO THE RULES OF
PROCEDURE OF SHAREHOLDERS GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . .	170
APPENDIX XI TABLE OF COMPARISON FOR AMENDMENTS TO THE RULES OF
PROCEDURE OF THE MEETING OF BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . .	195
APPENDIX XII TABLE OF COMPARISON FOR AMENDMENTS TO THE RULES OF
PROCEDURE OF THE MEETING OF SUPERVISORY COMMITTEE . . . . . . . . . . . . . . .	204
APPENDIX XIII WORKING RULES OF INDEPENDENT
NON-EXECUTIVEDIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	209
APPENDIX XIV BIOGRAPHICAL DETAILS OF CANDIDATES OF DIRECTORS
FOR THE FIFTH SESSION OF THE BOARD OF DIRECTORS. . . . . . . . . . . . . . . . . . . . . .	221
APPENDIX XV BIOGRAPHICAL DETAILS OF CANDIDATES OF
NON-EMPLOYEE REPRESENTATIVE SUPERVISORS FOR
THE FIFTH SESSION OF THE SUPERVISORY COMMITTEE . . . . . . . . . . . . . . . . . . . . .	224

- ii -

DEFINITIONS

In this circular, unless the context otherwise requires, the following terms shall have the meanings set out below.

"A Share(s)"	ordinary Share(s) proposed to be issued by the Company under
	the A Share Offering, which will be listed on the GEM of the
	Shenzhen Stock Exchange and traded in RMB
"A Share Offering",	proposed initial public offering by the Company of no more than
"A Share Offering and Listing" or	957,346,666 A Shares (no more than 1,100,947,666 A Shares are
"Offering and Listing"	to be issued if the over-allotment options are exercised in full).
	The relevant A Shares will be listed on the GEM of the Shenzhen
	Stock Exchange
"Administrative System for	the Administrative System for A Share Connected Transactions of
A Share Connected Transactions"	Dongfeng Motor Group Company Limited
"Administrative System for	the Administrative System for External Guarantees of Dongfeng
External Guarantees"	Motor Group Company Limited
"Administrative System for	the Administrative System for A Share Proceeds of Dongfeng
A Share Proceeds"	Motor Group Company Limited
"Articles of Association"	the Articles of Association of Dongfeng Motor Group Company
	Limited, as amended from time to time
"Board"or "Board of Directors"	the board of Directors of the Company
"Company"	Dongfeng Motor Group Company Limited（東風汽車集團股份
	有限公司）, a joint stock limited company incorporated in the
	PRC, the H Shares of which are listed on the Hong Kong Stock
	Exchange
"Company Law"	the Company Law of the People's Republic of China 《( 中華
	人民共和國公司法》), as amended, supplemented or otherwise
	modified from time to time
"CSRC"	China Securities Regulatory Commission and its delegate(s)
"Director(s)"	the director(s) of the Company

- iii -

	DEFINITIONS

"Domestic Share(s)"	ordinary Share(s) in the Share capital of the Company with a
	nominal value of RMB1.00 each, which is (are) subscribed for or
	credited as fully paid in RMB
"Domestic Shareholder(s)"	holder(s) of the Domestic Share(s)
"Domestic Shareholders	the Domestic Shareholders Class Meeting of the Company to
Class Meeting"	be held at Special No. 1 Dongfeng Road, Wuhan Economic and
	Technology Development Zone, Wuhan, Hubei, PRC on Friday,
	25 September 2020 immediately after the conclusion of the
	Extraordinary General Meeting (or any adjournment thereof)
"Extraordinary General Meeting"	the Extraordinary General Meeting of the Company to be held at
	Special No. 1 Dongfeng Road, Wuhan Economic and Technology
	Development Zone, Wuhan, Hubei, PRC on Friday, 25 September
	2020 at 9:00 a.m.
"GEM"	Growth Enterprise Market of the Shenzhen Stock Exchange
"Guidelines for the	the Guidelines for the Articles of Association of Listed Companies
Articles of Association"	《( 上市公司章程指引》), as amended, supplemented or otherwise
	modified from time to time
"H Share(s)"	overseas listed foreign Shares in the ordinary Share capital of the
	Company, with a nominal value of RMB1.00 each
"H Shareholder(s)"	holder(s) of the H Share(s)
"H Shareholders Class Meeting"	the H Shareholders Class Meeting of the Company to be held at
	Special No. 1 Dongfeng Road, Wuhan Economic and Technology
	Development Zone, Wuhan, Hubei, PRC on Friday, 25 September
	2020 immediately after the conclusion of the Extraordinary
	General Meeting and Domestic Shareholders Class Meeting (or
	any adjournment thereof)
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Latest Practicable Date"	8 September 2020, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining certain
	information contained herein

- iv -

	DEFINITIONS

"Listing Rules"	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited, as amended, supplemented or
	otherwise modified from time to time
"PRC" or "China"	the People's Republic of China
"RMB" or "Renminbi"	Renminbi, the lawful currency of the PRC
"Rules of Procedure of the	the Rules of Procedure of the Meeting of Board of Directors of
Meeting of Board of Directors"	Dongfeng Motor Group Company Limited(《東風汽車集團股份有
	限公司董事會議事規則》) (as amended from time to time)
"Rules of Procedure of the	the Rules of Procedure of the Meeting of Supervisory Committee
Meeting of Supervisory Committee"	of Dongfeng Motor Group Company Limited(《東風汽車集團股份
	有限公司監事會議事規則》) (as amended from time to time)
"Rules of Procedure of the	the Rules of Procedure of the Shareholders General Meeting of
Shareholders General Meeting"	Dongfeng Motor Group Company Limited 《( 東風汽車集團股份
	有限公司股東大會議事規則》) (as amended from time to time)
"Securities Law"	the Securities Law of the PRC 《( 中華人民共和國證券法》) as
	amended, supplemented or otherwise modified from time to time
"Share(s)"	Domestic Shares and H Shares of the Company
"Shareholder(s)"	holder(s) of the Share(s) of the Company
"Shareholders Class Meetings"	Domestic Shareholders Class Meeting and H Shareholders Class
	Meeting
"Supervisor(s)"	supervisor(s) of the Company
"Supervisory Committee"	the supervisory committee of the Company
"Working Rules of Independent	the Working Rules of Independent Non-executive Directors of
Non-executive Directors"	Dongfeng Motor Group Company Limited
"%"	per cent

- v -

LETTER FROM THE BOARD

DONGFENG MOTOR GROUP COMPANY LIMITED*

東風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: 489)
Executive Directors:	Registered Office:
Mr. Zhu Yanfeng (Chairman)	Special No. 1 Dongfeng Road
Li Shaozhu	Wuhan Economic and
You Zheng	Technology Development Zone
	Wuhan, Hubei 430056
Non-Executive Director:	PRC
Cheng Daoran
	Principal place of business in Hong Kong:
Independent Non-Executive Directors:	Level 54, Hopewell Centre
Ma Zhigeng	183 Queen's Road East
Chen Yunfei	Hong Kong

Leung Wai Lap, Philip

10 September 2020

Dear Sir or Madam

A SHARE OFFERING AND RELATED MATTERS

WORK SUBSIDY STANDARD PLAN ADJUSTMENT FOR

THE RELEVANT EXTERNAL DIRECTORS

ELECTION OF DIRECTORS OF THE FIFTH SESSION OF THE BOARD OF DIRECTORS

ELECTION OF SUPERVISORS OF THE FIFTH SESSION OF

THE SUPERVISORY COMMITTEE

NOTICE OF EXTRAORDINARY GENERAL MEETING

AND

NOTICE OF H SHAREHOLDERS CLASS MEETING

- 1 -

LETTER FROM THE BOARD

INTRODUCTION

References are made to the Company's announcements dated 27 July 2020, 28 August 2020 and 10 September 2020. The Company will hold the Extraordinary General Meeting and Shareholders Class Meetings at 9:00 a.m. on Friday, 25 September 2020 at Special No. 1 Dongfeng Road, Wuhan Economic and Technology Development Zone, Wuhan, Hubei, PRC. This circular aims to provide more information on matters set out in the above announcements, and the notice of the Extraordinary General Meeting and the notice of Shareholders Class Meetings.

BUSINESS TO BE TRANSACTED IN THE EXTRAORDINARY GENERAL MEETING AND H SHAREHOLDERS CLASS MEETING
1. Special resolutions to be proposed at the Extraordinary General Meeting to approve include: (1) the proposal on the plan of the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM; (2) the proposal that the Extraordinary General Meeting and Shareholders Class Meetings authorize the Board of Directors and persons authorized by the Board of Directors the sole discretion to deal with the matters related to the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM; (3) the proposal on the use of proceeds raised from the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM and its feasibility analysis report; (4) the proposal on the accumulated profits distribution plan prior to the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM; (5) the proposal on three-year dividend distribution plan for Shareholders after the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM; (6) the proposal on the dilution of immediate returns due to initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM and remedial measures; (7) the proposal on A Share price stabilization plan within three years after the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM; (8) the proposal on amendments to the Articles of Association; and (9) the proposal relating to the undertakings as to the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM.
  Ordinary resolutions to be proposed at the Extraordinary General Meeting to approve include:
2. the proposal relating to the formulation of the Administrative System for A Share Connected Transactions; (11) the proposal relating to the formulation of the Administrative System for External Guarantees; (12) the proposal relating to the formulation of the Administrative System for A Share Proceeds; (13) the proposal on the amendments to the Rules of Procedure of the Shareholders General Meeting; (14) the proposal on the amendments to the Rules of Procedure of the Meeting of Board of Directors; (15) the proposal on the amendments to the Rules of Procedure of the Meeting of Supervisory Committee; (16) the proposal relating to the formulation of the Working Rules of Independent Non-executive Directors; (17) the proposal on adjusting the work subsidy standard plan for the relevant external Directors; (18) the proposal relating to the election of new session of the Board of Directors; and (19) the proposal relating to the election of new session of the Supervisory Committee.

- 2 -

LETTER FROM THE BOARD

According to Article 93 of the current Article of Association, resolutions of a class general meeting shall be approved by votes representing more than two-thirds of the voting rights of shareholders of that class present at the meeting who are entitled to vote at the meeting. Special resolutions to be proposed at the Shareholders Class Meeting to approve include: (1) the proposal on the plan of the initial public offering Renminbi ordinary Shares (A Shares) and listing on GEM; (2) the proposal that the Extraordinary General Meeting and Shareholders Class Meeting authorize the Board of Directors and persons authorized by the Board of Directors the sole discretion to deal with the matters related to the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM; (3) the proposal on the use of proceeds raised from the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM and its feasibility analysis report; (4) the proposal on the accumulated profits distribution plan prior to the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM; (5) the proposal on the dilution of immediate returns due to initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM and remedial measures; (6) the proposal on A Share price stabilization plan within three years after the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM; and (7) the proposal relating to the undertakings as to the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM.

The special and/or ordinary resolutions above are independent of each other and not inter- conditional.

1. Proposal on the plan of the initial public offering Renminbi ordinary Shares (A Shares) and listing on GEM

In order to further optimise the corporate governance structure, develop domestic and international financing platforms, the Company proposed to apply for Initial Public Offering and Listing of Renminbi ordinary Shares (A Shares) on the GEM of the Shenzhen Stock Exchange. In order to meet the needs of the A Share Offering, in accordance with the regulation of the Company Law, the Securities Law, the Measures for the Administration of Registration of Initial Public Offering of Shares on the GEM (Trial)《(創業板首次公開發行股票註冊管理辦法（試行)》), the Opinions of the CSRC on Further Promoting the Reform of New Share Offering Scheme《(中國證監會關於進一步推進新股發行體制改革的意見》) and related laws, administrative regulations, government department rules and normative documents, the Company formulates the A Share Offering plan as follows:

Type and par value of Shares

The type of A Share Offering is domestic listed RMB-denominated ordinary Shares (A Shares) with a par value of RMB1.00 each.

- 3 -

LETTER FROM THE BOARD

Number of Shares to be issued

Subject to compliance with the regulatory requirements of the place of listing including the minimum proportion of the issuance, the number of A Shares to be publicly issued will be not more than 957,346,666 Shares (namely not more than 10% of the total Share capital of the Company upon the A Share Offering and Listing) and shall not include any Shares that may be issued under the over-allotment option. Subject to the laws and regulations and regulatory requirements, the Company may authorize the lead underwriter(s) to issue the Shares of not more than 15% of the amount to be underwritten pursuant to over- allotment option at the same issue price. The number of A Shares to be issued will be accordingly adjusted upon the occurrence of events such as bonus issue and the capitalization of capital reserve or any ex-rights activities prior to the A Share Offering. The A Share Offering is limited to the issue of new Shares and there is no case in which the existing Shareholders of the Company transfer their Shares (old Shares) of the Company to investors. A Shares will be issued as new Shares. The actual total offering size, over-allotment and proportion of placement will be determined by the Board of Directors authorized by the Shareholders' General Meeting with the consultation with sponsor institutions (lead underwriter(s)) according to the market conditions at the time of issue and based on the the capital requirements of the Company and its communications with the regulatory authorities.

Target subscribers

A Shares are issued to natural persons, legal persons and other institutional investors who have met the requirements of laws, regulations and regulatory authorities, including the Administrative Measures on the Appropriateness of Securities and Futures Investors 《( 證券期貨投資者適當性管理辦法》) and the Implementation Measures for the Suitability Management of Investors on the GEM of the Shenzhen Stock Exchange(revised in 2020) 《( 深圳證券交易所創業板投資者適當性管理實施辦

法 (2020年修訂) 》), and have opened securities accounts on the GEM of the Shenzhen Stock Exchange (except those prohibited by Chinese laws, administrative regulations, departmental rules, normative documents and other regulatory requirements to be observed by the Company).

If any of the above target subscriber is a related/connected person of the Company, the Company will take all reasonable steps to comply with the relevant requirements of the CSRC and other regulatory authorities and the requirements under Chapter 14A of the Listing Rules, including announcement, reporting and independent shareholders' approval requirements.

- 4 -

LETTER FROM THE BOARD

Strategic placing

Subject to compliance with laws and regulations and regulatory requirements and based on the needs for business cooperation, scale of financing and the actual conditions of the Company, the Company may carry out strategic placing at the time of the A Share Offering by placing certain amount of the A Shares to investors who satisfy the requirements under applicable laws and regulations as well as of development strategy the requirements of the Company. The specific proportion of the placing will be determined by the Board authorized by the general meeting according to laws and regulations and the prevailing market conditions.

Method of offering

The A Share Offering will adopt a combination of offline placing to inquiring subscribers and online subscriptions or other offering methods permitted by the regulatory authorities.

Method of pricing

The A Share Offering shall be determined through price consultation with inquiring subscribers or other methods permitted by the laws, regulations and requirements of the relevant securities regulatory authorities of the PRC. The final method of pricing shall be determined by the Board according to the authorisation at the general meeting of the Company and in accordance with the laws, regulations and requirements of the relevant securities regulatory authorities of the PRC.

The issue price of the A Share Offering will be determined by consultation with professional institutional investors, and the Board and the underwriters of the Company will take into account: (i) the operational and financial conditions of the Company; (ii) the average price-to-earning ratio of the automobile industry in the secondary market; (iii) the market conditions of the PRC stock markets; and (iv) the

applicable laws and regulations, including the Administrative Measures for Securities Issuance and Underwriting 《( 證券發行與承銷管理辦法》), Special Provisions on the

Issuance and Underwriting of Initial Public Offerings on the GEM 《( 創業板首次公開發行證券發行與承銷特別規定》), and the Implementation Rules for the Issuance

and Underwriting of Initial Public Offerings on the GEM of Shenzhen Stock Exchange (《深圳證券交易所創業板首次公開發行證券發行與承銷業務實施細則》), when

determining the final issue price.

Use of proceeds

The proceeds raised from the A Share Offering and Listing, after deducting the issuance expenses, are intended to be used for (1) new branded high-end new energy passenger vehicle projects, (2) next-generation automobiles and forward-looking technology development projects, (3) supplementary working capital.

- 5 -

LETTER FROM THE BOARD

If the amount of actual proceeds (after deducting the issuance expense) exceeds the actual amount of funds required for the intended use above, the excess will be used to supplement our working capital or the usage as required by the relevant regulatory authorities. If the actual amount of proceeds (after deducting the issuance expense) is insufficient to meet the actual funding required for the intended use as described above, the Company will address the funding gap through self-financing.

Before the proceeds from the A Share Offering and Listing are in place, we may use our self-financed funds to invest in the relevant projects as mentioned above based on the actual progress of the relevant projects. After the proceeds are raised, the Company will use the proceeds to replace the funds already invested.

Place of listing

Place of listing of the A Share Offering is Shenzhen Stock Exchange.

Term of validity of the resolution

Term of validity of the resolution of the A Share Offering and Listing will be 12 months from the date of the approval of such resolution at the Extraordinary General Meeting, Domestic Shareholders Class Meeting and H Shareholders Class Meeting.

The above resolutions were considered and approved by the Board of Directors on Monday, 27 July 2020, among which "(7) Use of proceeds" was replaced by the proposal on the use of proceeds raised from the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM and its feasibility analysis report considered and approved by the Board of Directors on Friday, 28 August 2020, and is hereby proposed to the Extraordinary General Meeting and Shareholders Class Meetings for Shareholders' deliberation and approval.

2. Proposal that the Extraordinary General Meeting and Shareholders Class Meeting authorize the Board of Directors and persons authorized by the Board of Directors the discretion to deal with the matters related to the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM

Given that the Company intends to make an initial public offering of RMB ordinary Shares (A Shares) and listing on the GEM, in order to meet the capital needs of the sustainable development of the Company's business and take advantage of the favorable capital market conditions in time, in accordance with the requirements of domestic laws, regulations and normative documents and Articles of Association, the Board of Directors proposes to the Extraordinary General Meeting and the Shareholders Class Meeting to authorize the Board of

- 6 -

LETTER FROM THE BOARD

Directors the full discretion to deal with matters related to the A Share Offering and Listing. The scope of authorization includes, but is not limited to, the following matters:

According to the resolution on A Share Offering and Listing considered and approved at the Extraordinary General Meeting and the Shareholders Class Meetings, in accordance with the requirements of laws, regulations and normative documents, the opinions of domestic and overseas regulatory authorities and the market conditions, confirming and adjusting the specific plans accordingly, implementing the resolution, including but not limited to the specific listing, timing, issue quantity, method of pricing, over-allotment and strategic placing (including the ratio of the placing, the placing targets, etc.), the specific allocation ratios of the use of proceeds and other issues related to the A Share Offering and Listing. In the event of a change in the laws, regulations or normative documents relating to the A Share Offering and Listing or changes in the policies of the regulatory authorities relating to the A Share Offering and Listing, or changes in market conditions, other than matters to be voted again by the Shareholders General Meeting and Shareholders Class Meetings of the Company under relevant laws, regulations, normative documents and Articles of Association, making corresponding adjustments to the matters relating to the specific resolution of A Share Offering and Listing (including the resolution of the implementation of suspension and termination of the issuance);
Based on the resolution on A Share Offering and Listing considered and approved at the Extraordinary General Meeting and the Shareholders Class Meetings, in accordance with the requirements of laws, regulations and normative documents, the requirements of domestic and overseas regulatory authorities (including feedback opinion on the application for A Share Offering and Listing) and the market conditions, combined with the actual progress and priorities of the investment projects funded by the proceeds, adjusting the projects funded by the proceeds, deciding on the specific plan of the use of funds raised and adjusting them accordingly;
Drafting, supplementing, modifying, signing, submitting, publishing, disclosing, executing, suspending and terminating any agreement, contract, announcement, circular or other documents relating to the A Share Offering and Listing, including, but not limited to, application reports, prospectus, agreement with the sponsor(s), underwriting agreement and other documents;
Engaging intermediaries related to the A Share Offering and Listing, signing the employment or appointment agreement, and deciding and pay the fees related to the A Share Offering and Listing;

- 7 -

LETTER FROM THE BOARD

According to the resolution on A Share Offering and Listing considered and approved at the Extraordinary General Meeting and the Shareholders Class Meetings, handling the declaration the A Share Offering and Listing including, but not limited to, going through the formalities of consideration and approval, registration, filing and approval with relevant government departments, domestic and foreign regulatory agencies, Shenzhen Stock Exchange and Shenzhen Branch of China Securities Registration and Clearing Co., Ltd.; determining the designated proceeds account before the A Share Offering and Listing according to the needs; issuing statements and commitments related to the A Share Offering and Listing and making necessary, appropriate or desirable actions related to the A Share Offering and Listing;
With regard to the Articles of Association and other corporate governance documents drafted or amended by the Company in accordance with laws, regulations and normative documents as a result of the A Share Offering and Listing considered and approved by the Extraordinary General Meeting, Shareholders Class Meeting and the Board of Directors, making adjustments and amendments in accordance with the changes in the relevant provisions of laws, regulations and normative documents, the requirements and suggestions of relevant government agencies and domestic and foreign regulatory agencies, and the actual situation of the A Share Offering and Listing; After the completion of the A Share Offering and Listing, making corresponding amendments to the provisions of the Articles of Association relating to the registered capital and ownership structure of the Company, and going through the matters of change, filing and registration with the company registration authority and other relevant government departments, handling matters relating to the application for A Share listing on the Shenzhen Stock Exchange;
According to the actual situation of the A Share Offering and Listing, handling the approval, filing and registration procedures for the change of the Company's registered capital to the relevant regulatory authorities such as the administrative department for industry and commerce;
To the extent permitted by laws, regulations, normative documents and the Articles of Association, dealing with other matters relating to the A Share Offering and Listing.

The Board of Directors also proposes to the Extraordinary General Meeting and the Shareholders Class Meetings to agree to authorize the Board of Directors to delegate the authority contained in this resolution to the chairman of the Board of the Company, except as otherwise provided in the relevant laws, regulations and normative documents and the Articles of Association on the premise that the Board is granted the authority contained in this resolution.

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LETTER FROM THE BOARD

The above authorization shall be valid for 12 months from the date of consideration and approval of the Extraordinary General Meeting and Shareholders Class Meetings.

The above resolution was considered and approved by the Board of Directors on Monday, 27 July 2020 and is now submitted to Shareholders for consideration and approval at the Extraordinary General Meeting and Shareholders Class Meetings.

Proposal on the use of proceeds raised from the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM and its feasibility analysis report
As to the matters regarding proceeds from the A Share Offering and Listing, the Company has prepared the Feasibility Analysis Report on the Use of Proceeds raised from the Initial Public Offering of Renminbi Ordinary Shares (A Shares) and listing of Dongfeng Motor Group Company Limited, which conducted analysis and reporting about the intended projects to invest by the proceeds from the A Share Offering and Listing from the perspective of project overview, project necessity and feasibility and etc. The details are set out in Appendix I of this circular.
If the Company intends to adjust the intended projects to be invested by the raised proceeds, the Board of Directors of the Company will, pursuant to the proposal on authorization to the Board of Directors and persons authorized by the Board of Directors the discretion to deal with the matters related to the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM approved at the Extraordinary General Meeting and Shareholders Class Meetings held on 25 September 2020, perform relevant decision-making procedures.
The resolution above was considered and approved by the Board on Friday, 28 August 2020, and is hereby proposed to the Extraordinary General Meeting and Shareholders Class Meetings for Shareholders' consideration and approval.
Proposal on the accumulated profits distribution plan prior to the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM
In light of the Company's proposed A Share Offering and Listing, the Company proposed to formulate the plan on accumulated undistributed profits before the Offering and Listing. Prior to the Offering and Listing, the Company may resolve to make profit distribution pursuant to resolutions at relevant general meetings; After the Offering and Listing, any accumulated undistributed profits before the date of the Offering and Listing will be shared by the existing and new Shareholders after the Offering and Listing in proportion to their respective shareholding.

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LETTER FROM THE BOARD

The resolution above was considered and approved by the Board on Friday, 28 August 2020, and is hereby proposed to the Extraordinary General Meeting and Shareholders Class Meetings for Shareholders' consideration and approval.

5. Proposal on three-year dividend distribution plan for Shareholders after the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM

In order to clarify the equity dividends return to the existing and new Shareholders after the Offering and Listing, further refine the terms of the Articles of Association on the profit distribution policy and enhance the transparency and practicability of the profit distribution decisions for facilitating the supervision on the operation and profit distribution of the Company by Shareholders, the Company has formulated the three-year dividend distribution plan for Shareholders after the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM of Dongfeng Motor Group Company Limited* (the "Dividend Distribution Plan") in accordance with the requirements of the Notice Regarding Further Implementing Cash Dividends Distribution of Listed Companies and Regulatory Guidelines No. 3 for Listed Companies - Distribution of Cash Dividends of Listed Companies issued by the CSRC and other relevant requirements. The details are set out in Appendix II to this Circular. After consideration and approval at the Extraordinary General Meeting, the Dividend Distribution Plan shall come into effect from the date of the A Share Offering and Listing of the Company.

The Board proposed at the Extraordinary General Meeting to authorize the Board and the Board to authorize the Chairman of the Board to supplement, revise or adjust the analysis and proof in the Dividend Distribution Plan in accordance with the relevant requirements, policies or opinions of the CSRC or the stock exchange of the place where the shares are listed. However, if the results of analysis and proof have been substantively changed or may lead to substantive changes in the profit distribution policy or the profit distribution plan of the Company, a resolution shall be submitted to the extraordinary general meeting for consideration and approval.

The resolution above was considered and approved by the Board on Friday, 28 August 2020, and is hereby proposed to the Extraordinary General Meeting for Shareholders' consideration and approval.

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LETTER FROM THE BOARD

Proposal regarding the dilution of immediate returns due to initial public Offering and Listing of Renminbi ordinary Shares (A Shares) and listing on GEM and remedial measures
The General Office of the State Council issued the Notice of the General Office of the State Council on Further Strengthening Protection of the Lawful Rights of Small and Medium Investors in Capital Markets (Guobanfa [2013] No. 110) (the "Notice") on 25 December 2013, proposing that the companies who conduct initial public offering of Shares and the listed companies who conduct re-financing or merger and acquisition to dilute immediate returns shall undertake and make commitment for particular remedial measures. The Company intends to apply for initial public offering of Renminbi ordinary Shares (A Shares) and to list on the GEM of the Shenzhen Stock Exchange. According to the requirements of the Notice, the Company has made a relevant analysis on the impact of this issuance on the dilution of the current rate of return and the measures to fill the immediate returns.
An authorization to the Board and to delegate the authorization to the Chairman of the Board to make adjustment to the remedial measures in accordance with changes in laws, administrative regulations, department rules, regulatory documents and relevant policies or opinions of regulatory departments was also proposed by the Board for approval at the Extraordinary General Meeting and Shareholders Class Meetings.
The resolution above was considered and approved by the Board on Friday, 28 August 2020, and is hereby proposed to the Extraordinary General Meeting and Shareholders' Class Meetings for Shareholders consideration and approval.
Proposal on A Share price stabilization plan within three years after the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM
To strengthen the integrity obligations of the relevant Directors and senior management personnel of the Company and safeguard the rights and interests of minority Shareholders, the Company has formulated the A Share Price Stabilization Plan within the Three Years After the Initial Public Offering of Renminbi Ordinary Shares (A shares) and Listing on GEM of Dongfeng Motor Group Company Limited* (the "Price Stabilization Plan") in accordance with the requirements of the Company Law, the Securities Law, the Opinions on Further Promoting the Reform of New Share Offering Scheme issued by CSRC and other relevant laws, administrative regulations, departmental rules and regulatory documents. The details are set out in Appendix IV to this Circular. Upon approval at the the Extraordinary General Meeting and Shareholders Class Meetings, the Price Stabilization Plan shall come into effect from the date of the Offering and Listing of the Company and remain valid within the three years thereafter.

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LETTER FROM THE BOARD

The Board resolved to propose to the Extraordinary General Meeting and Shareholders Class Meetings to authorize the Board and to delegate the authorization to the Chairman of the Board to duly adjust the Price Stabilization Plan in accordance with changes in relevant laws, administrative regulations, departmental rules, regulatory documents and the changes in relevant policies or the suggestions of domestic and foreign regulatory departments, and the actual situations of the Offering and Listing.

Proposal on amendments to the Articles of Association
To satisfy relevant needs for corporate governance and normative operations after the Offering and Listing of the Company, the Company proposed to amend its Articles of Association in accordance with the Company Law, Guidelines for the Articles of Association, Measures for the Registration and Administration of the Initial Public Offering of Shares on the GEM (Trial), Rules Governing the Listing of Shares on the GEM Market of Shenzhen Stock Exchange (2020 Revision) and other relevant laws, administrative regulations, departmental rules and normative documents in combination with the actual practice of the Company. The details of the amendments are set out in Appendix VIII to this Circular. Except for the amendments to Article 97 of the original Articles of Association on the number of Directors (i.e. Article 139 of the amended Articles of Association) shall come into effect immediately after the consideration and approval by the general meeting, other amended contents of the amendments to the Articles of Association shall come into effect from the date of the A Share Offering and Listing of the Company after the consideration and approval of the Extraordinary General Meeting.
The resolution above was considered and approved by the Board on Friday, 28 August 2020, and is hereby proposed to the Extraordinary General Meeting for Shareholders' consideration and approval.
Proposal relating to the undertakings as to the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM
In accordance with the requirements of the Opinions on Further Promoting the Reform of New Share Offering Scheme issued by CSRC and other relevant regulations, the Company will make relevant undertakings in respect of the information disclosure in the prospectus of its application of the Offering and Listing, the details of which are set out in Appendix IX to this Circular.

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LETTER FROM THE BOARD

Proposal relating to the formulation of the Administrative System for A Share Connected Transactions
To meet the requirements of corporate governance and normative operation after the Offering and Listing of the Company, in accordance with the provisions of relevant domestic laws, administrative regulations, departmental rules and normative documents, combined with the actual condition of the Company, the Company drafted the Administrative System for A Share Connected Transactions. Details are set out in Appendix V to this Circular. After being considered and approved by the general meeting of the Company, the Administrative System for A Share Connected Transactions shall enter into effect on the date of the Offering and Listing of the Company.
The Board also proposes to the general meeting to authorize the Board and to delegate the authorization to the Chairman of the Board for the purposes of the Offering and Listing, in accordance with the changes in relevant laws, administrative regulations, departmental rules and normative documents, the relevant governmental authorities and regulatory authorities requirement and recommendation, and actual condition of the the Offering and Listing of the Company, to adjust and amend the Administrative System for A Share Connected Transactions (including but not limited to the adjustments and amendments of the words, chapters, terms and conditions, etc.).
The aforementioned resolution was considered and approved by the Board on Friday, 28 August 2020 and is now submitted to the Extraordinary General Meeting for consideration and approval.
Proposal relating to the formulation of the Administrative System for External Guarantees
To meet the requirements of corporate governance and normative operation after the Offering and Listing of the Company, in accordance with the provisions of relevant domestic laws, administrative regulations, departmental rules and normative documents, combined with the actual condition of the Company, the Company drafted the Administrative System for External Guarantees. Details are set out in Appendix VI to this Circular. After being considered and approved by the general meeting of the Company, the Administrative System for External Guarantees shall enter into force on the date of the Offering and Listing of the Company.

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LETTER FROM THE BOARD

The Board also proposes to the general meeting to authorize the Board and to delegate the authorization to the Chairman of the Board for the purposes of the Offering and Listing, in accordance with the changes in relevant laws, administrative regulations, departmental rules and normative documents, the relevant governmental authorities and regulatory authorities requirement and recommendation, and actual condition of the the Offering and Listing of the Company, to adjust and amend the Administrative System for External Guarantees (including but not limited to the adjustments and amendments of the words, chapters, terms and conditions, etc.).

The aforementioned resolution was considered and approved by the Board on Friday, 28 August 2020 and is now submitted to the Extraordinary General Meeting for consideration and approval.

12. Proposal relating to the formulation of the Administrative System for A Share Proceeds

To meet the requirements of corporate governance and normative operation after the Offering and Listing of the Company, in accordance with the provisions of relevant domestic laws, administrative regulations, departmental rules and normative documents, combined with the actual condition of the Company, the Company has drafted the Administrative System for A Share Proceeds. Details are set out in Appendix VII to this Circular. After being considered and approved by the general meeting of the Company, the Administrative System for A Share Proceeds shall enter into effect on the date of the Offering and Listing of the Company.

The Board also proposes to the general meeting to authorize the Board and to delegate the authorization to the Chairman of the Board for the purposes of the Offering and Listing, in accordance with the changes in relevant laws, administrative regulations, departmental rules and normative documents, the relevant governmental authorities and regulatory authorities requirement and recommendation, and actual condition of the Offering and Listing of the Company, to adjust and amend the Administrative System for A Share Proceeds (including but not limited to the adjustments and amendments of the words, chapters, terms and conditions, etc.).

The aforementioned resolution was considered and approved by the Board on Friday, 28 August 2020 and is now submitted to the Extraordinary General Meeting for consideration and approval.

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LETTER FROM THE BOARD

Proposal on the amendments to the Rules of Procedure of the Shareholders General Meeting
To satisfy relevant needs for corporate governance and normative operations after the Offering and Listing, the Company proposed to amend the Rules of Procedure of the Shareholders General Meeting in accordance with the provisions of the Company Law, the Rules of General Meetings of Listed Companies and other relevant laws, administrative regulations, departmental rules and normative documents in combination with the actual practice of the Company. The details of the amendments are set out in Appendix X to this Circular. After consideration and approval at the Extraordinary General Meeting, the amendments to the Rules of Procedure of the Shareholders General Meeting shall come into effect from the date of the Offering and Listing of the Company.
The resolution above was considered and approved by the Board on Friday, 28 August 2020, and is hereby proposed to the Extraordinary General Meeting for Shareholders' consideration and approval.
Proposal on the amendments to the Rules of Procedure of the Meeting of Board of Directors
To satisfy relevant needs for corporate governance and normative operations after the Offering and Listing, the Company proposed to amend the Rules of Procedure of the Meeting of Board of Directors in accordance with the domestic laws, administrative regulations, departmental rules and normative documents in combination with the actual practice of the Company. The details of amendments are set out in Appendix XI to this Circular. Except for the amendments to Article 97 of the original Rules of Procedures of the Meeting of Board of Directors on the number of Directors (that is, Article 139 of the amended Rules of Procedures of the Meeting of Board of Directors) shall come into effect immediately after the consideration and approval by the general meeting, other amended contents of the amendments to the Rules of Procedure of the Meeting of Board of Directors shall come into effect from the date of the Offering and Listing of the Company after the consideration and approval of the Extraordinary General Meeting.
The resolution above was considered and approved by the Board on Friday, 28 August 2020, and is hereby proposed to the Extraordinary General Meeting for Shareholders' consideration and approval.

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LETTER FROM THE BOARD

Proposal on the amendments to the Rules of Procedure of the Meeting of Supervisory Committee
To satisfy relevant needs for corporate governance and normative operations after the Offering and Listing, the Company proposed to amend the Rules of Procedure of the Meeting of Supervisory Committee in accordance with the domestic laws, administrative regulations, departmental rules and normative documents in combination with the actual practice of the Company. The specific amendments are set out in Appendix XII to this Circular. After consideration and approval at the Extraordinary General Meeting, the amendments to the Rules of Procedure of the Meeting of Supervisory Committee shall come into effect from the date of the Offering and Listing of the Company.
The resolution above was considered and approved by the Supervisory Committee on Friday, 28 August 2020, and is hereby proposed to the Extraordinary General Meeting for Shareholders' consideration and approval.
Proposal relating to the formulation of the Working Rules of Independent Non- executive Directors
To satisfy relevant needs for corporate governance and normative operations after the Offering and Listing, the Company has drafted Working Rules of Independent Non-executive Directors in accordance with the domestic laws, administrative regulations, departmental rules and normative documents in combination with the actual practice of the Company. After consideration and approval at the Extraordinary General Meeting, the Working Rules of Independent Non-executive Directors shall come into effect from the date of the Offering and Listing of the Company.
The Board resolved to propose to the general meeting to authorize the Board to, and the Board to authorize the Chairman to, make adjustments and amendments to the Working Rules of Independent Non-executive Directors (including but not limited to adjustments and amendments to the wordings, sections, terms, conditions of effect and others) based on the changes in relevant laws, administrative regulations, departmental rules normative documents, the requirements and recommendations from relevant government agencies and regulatory authorities as well as the actual conditions of the Offering and Listing.
The resolution above was considered and approved by the Board on Friday, 28 August 2020, and is hereby proposed to the Extraordinary General Meeting for Shareholders' consideration and approval.

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LETTER FROM THE BOARD

17. The proposal on adjusting the work subsidy standard plan for the relevant external Directors

Pursuant to the proposal on adjusting the work subsidy standard plan for the relevant external Directors, which was considered and approved at the 56th meeting of the fourth session of the Board of the Company, the Board of Directors decided to submit the aforesaid plan to the general meeting for consideration, as follows:

Since January 2020, the standard of work subsidy for persons in charge of central enterprises who have retired from the head of state-owned enterprises and serve as external directors of the Company is applied in accordance with the following measures:

If the evaluation result is excellent in the previous year, the standard of work subsidy (before tax) of the directors shall be RMB100,000/year.
If the evaluation result is good in the previous year, the standard of work subsidy (before tax) of the directors shall be RMB80,000/year.
If the evaluation result is qualified in the previous year, the standard of work subsidy (before tax) of the directors shall be RMB60,000/year.

The foregoing resolution was considered and approved by the Board of Directors on Friday, 28 August 2020 and is hereby proposed to the Extraordinary General Meeting for Shareholders' consideration and approval.

18. Proposal relating to the election of new session of the Board of Directors

Due to the term of office ending on the expiry of the term of the fourth session of the Board of Directors, the Board has approved the nomination of Mr. Zhu Yanfeng, Mr. Li Shaozhu and Mr. You Zheng as the the executive Directors of the fifth session of the Board of Directors, the nomination of Mr. Yang Qing as the the non-executive Director of the fifth session of the Board of Directors and the nomination of Mr. Leung Wai Lap, Philip, Mr. Zong Qingsheng and Mr. Hu Yiguang as the independent non-executive Directors of the fifth session of the Board of Directors, which are recommended by the controlling Shareholders, reviewed and recommended by the Nomination Committee, in accordance with the relevant requirements of the Company Law and Articles of Association, and shall be submitted to the EGM for consideration. The appointment of the candidates for the members of the Board of Directors shall become effective from the passing date of the EGM with a term of three years. The biographical details of the candidates for Directors of the fifth session of the the Board are set out in the Appendix XIV to this circular.

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LETTER FROM THE BOARD

Mr. Cheng Daoran, Mr. Ma Zhigeng and Mr. Chen Yunfei will no longer serve as Directors from the date of the formation of the fifth session of the Board of Directors, and have no any disagreement with the Board of Directors and there is no other matter relating to their resignation that needs to be brought to the attention of the Shareholders or creditors of the Company or the Hong Kong Stock Exchange.

Save as disclosed in Appendix XIV to this circular, the candidates for the Directors of the fifth session of the Board have confirmed that each of them: (i) has not held directorship and supervisor in other listed companies in the last three years and any other position in the Company or any of its subsidiaries; (ii) does not have any relationship with any Directors, Supervisors, senior management, substantial Shareholder or controlling Shareholder of the Company; (iii) has no interest in the securities of the Company (with the meaning of Part XV of the Securities and Future Ordinance (Chapter 571 of the Laws of Hong Kong)); and

has not been subject to any punishment by the CSRC and other competent authorities or censorship by any stock exchanges.

In addition, none of the candidates for the Directors of the fifth session of the Board shall disclosed any information required to be disclosed pursuant to Rules 13.51(2) (h) to

13.51 (2)(v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders of the Company.

Upon the approval of the candidates for Directors by the Extraordinary General Meeting, the candidates for executive Directors and non-executive Directors of the fifth session of the Board will not receive remuneration from the Company as Director; the remuneration of Mr. Zong Qingsheng, candidate for independent non-executive Director, will be not less than RMB60,000 (before tax), and his final remuneration will be determined according to the Company's annual performance evaluation results; the remuneration of other candidates for independent non-executive Directors is annual cash of RMB120,000 (after-tax).

The Board considers that each of Mr. Leung Wai Lap, Philip, Mr. Zong Qingsheng and Mr. Hu Yiguang satisfies the independence standard for an independent non-executive Director as set out in Rule 3.13 of the Hong Kong Listing Rules.

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LETTER FROM THE BOARD

The nomination of the independent non-executive Directors is proposed by the Board of Directors in accordance with the provisions of the Company's Articles of Association and in consideration of the candidates' past experience, skill background, knowledge, experience, independence and specific needs of the Company, and has been initially reviewed by the Nomination Committee and considered by the Board. Such nomination will be proposed to the EGM for election and determination. Moreover, each of the candidates for independent non-executive Directors has confirmed his independence pursuant to Rule 3.13 of the Listing Rules. The Nomination Committee also considers that each candidate for independent non- executive Directors meets the independence guidelines set out in Rule 3.13 of the Listing Rules. The Nomination Committee assessed and reviewed the independence of each candidate for independent non-executive Directors and is of the view that each candidate for independent non-executive Directors has satisfied all the criteria for independence.

The Nomination Committee believes that each of the above-mentioned candidates for independent non-executive Directors has the basic knowledge of the operation of a listed company, is familiar with relevant laws, administrative regulations, rules and other normative documents, and has the legal, economic, financial, management or other work experience as necessary to discharge their duties as independent non-executive Directors, will properly discharge their duties and responsibilities as independent non-executive Directors and make positive contribution to the development of the Company. Each of the candidates for independent non-executive Directors will also promote diversity of the Board in a number of aspects, including age, cultural and educational background, professional experience, expertise and knowledge.

The resolution above was considered and approved by the Board of Directors on 10 September 2020 (Thursday), and is hereby proposed to Extraordinary General Meeting for Shareholders' consideration and approval.

19. Proposal relating to the election of new session of the Supervisory Committee

Due to the term of office ending on the expiry of the term of the fourth session of the Supervisory Committee, the Supervisory Committee has approved the nomination of Mr. He Wei as the candidate for members of the fifth session of the Supervisory Committee and the nomination of Mr. Bao Hongxiang as the candidate for members of the fifth session of the Supervisory Committee, which are recommended by the relevant Shareholders, in accordance with the relevant requirements of the Company Law and Articles of Association, and shall be submitted to the EGM for consideration. The above-namednon-employee

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LETTER FROM THE BOARD

representative Supervisors and Mr. Zheng Hongyi, the employee representative Supervisors through democratic elections, constitute the fifth session of the Supervisory Committee. The appointment of the candidates for the non-employee representative Supervisors shall become effective from the passing date of the EGM with a term of three years. The biographical details of the candidates for Non-employee Supervisors of the fifth session of the the Board are set out in the Appendix XV to this circular.

Mr. Zhao Jun and Mr. Li Ping'an will no longer serve as Supervisors from the date of the formation of the fifth session of the Supervisory Committee, and have no any disagreement with the Supervisory Committee and there is no other matter relating to their resignation that needs to be brought to the attention of the Shareholders or creditors of the Company or the Hong Kong Stock Exchange.

Save as disclosed in Appendix XV to this circular, the candidates for members of the fifth session of the Supervisory Committee have confirmed that each of them: (i) has not held directorship and supervisor in other listed companies in the last three years and any other position in the Company or any of its subsidiaries; (ii) does not have any relationship with any Directors, Supervisors, senior management, substantial Shareholder or controlling Shareholder of the Company; (iii) has no interest in the securities of the Company (with the meaning of Part XV of the Securities and Future Ordinance (Chapter 571 of the Laws of Hong Kong)); and (iv) has not been subject to any punishment by the CRSC and other competent authorities or censorship by any stock exchanges.

In addition, none of the candidates for members of the fifth session of the Supervisory Committee shall disclosed any information required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders of the Company.

Upon the approval of the candidates for non-employee Supervisors by the EGM, Mr. He Wei, candidate for non-employee Supervisor of the fifth session of the Supervisory Committee, will not receive remuneration from the Company as Supervisor; Mr. Bao Hongxiang, candidate for non-employee Supervisor, will receive annual cash remuneration of RMB120,000 (after tax).

The resolution above was considered and approved by the Supervisory Committee on 10 September 2020 (Thursday), and is hereby proposed to Extraordinary General Meeting for Shareholders' consideration and approval.

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LETTER FROM THE BOARD

IMPACT OF THE A SHARE OFFERING ON THE COMPANY'S SHAREHOLDING STRUCTURE
For reference and illustration purposes only, assuming that a total of 957,346,666 A Shares are issued under the A Share Offering (a total of 1,100,947,666 A Shares are to be issued if the over-allotment options are exercised in full) and there is no change to the issued share capital of the Company prior to the completion of the A Share Offering, the shareholding structure of the Company as at the Latest Practicable Date and immediately following completion of the A Share Offering will be as follows:

						Immediately following	Immediately following
								completion of the		completion of the
								A Share Offering(1)		A Share Offering(1)
									(Assuming that			(Assuming all
			As the date of this	the over-allotment option	over-allotment options
				announcement	has not been exercised)				are exercised)
				Approximate				Approximate			Approximate
				percentage of				percentage of			percentage of
				the issued				the issued			the issued
	Number		Share capital of	Number of		Share capital	Number of		Share capital
	of Shares		the Company	Shares		of the Company	Shares		of the Company
			(%)			(%)			(%)
Domestic Shares
－Domestic Shares/A Shares
converted from Domestic
Shares held by Dongfeng
Motor Corporation Ltd.(2)	5,760,388,000		66.86	5,760,388,000		60.17	5,760,388,000	59.28
－A Shares to be newly
issued under the A Share
Offering (3)	-			-	957,346,666		10.00	1,100,947,666	11.33

Sub-total	5,760,388,000			66.86	6,717,734,666		70.17	6,861,335,666	70.61
H Shares


－H Shares held by non-public
Shareholders (4)	38,640,000		0.45	38,640,000		0.40	38,640,000	0.40
－H Shares held by the public	2,817,092,000		32.70	2,817,092,000	29.43	2,817,092,000	28.99
Sub-total	2,855,732,000	33.14	2,855,732,000	29.83	2,855,732,000	29.39

Total	8,616,120,000		100.00	9,573,466,666		100.00	9,717,067,666	100.00

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LETTER FROM THE BOARD

Notes:

The issued Domestic Shares will be converted into A Shares immediately following completion of the A Share Offering;
As of the Latest Practicable Date, Dongfeng Motor Corporation Ltd., the controlling Shareholder of the Company, holds 5,760,388,000 Domestic Shares of the Company. Assuming all of the 957,346,666 A Shares are to be issued to non-core connected persons of the Company (if the over-allotment option is fully exercised, 1,100,947,666 A Shares will be issued), except for the 5,760,388,000 A Shares held by Dongfeng Motor Corporation Ltd., the controlling Shareholder of the Company, all other A Shares will be held by the public after the completion of the A Share Offering.
The A Shares are expected to be held by independent third parties and will be counted as part of the public float;
The number of H Shares held by non-public Shareholders refers to 38,480,000 H Shares held by Dongfeng Asset Management Co., Ltd. (a subsidiary of the controlling Shareholder of the Company), a connected person of the Company, 100,000 H Shares held by Mr. He Wei, the Supervisor of the Company, and 60,000 H Shares held by Mr. Li Ping'an, also the Supervisor of the Company.
The sum of equity percentages might not be in line with the total due to rounding.

As of the Latest Practicable Date, based on the information available to the Company and the knowledge of the Directors, the Company has sufficient public float, which is in compliance with the minimum requirements for public float under Rule 8.08 of the Listing Rules. Assuming a total of 957,346,666 A Shares are approved to be issued under the A Share Offering (a total of 1,100,947,666 A Shares are to be approved to issue if the over-allotment options are exercised in full), and are issued to non-connected persons of the Company in full, the expected percentage of H Shares held by the public to the total number of Shares after the issuance is approximately 29.43% (assuming that the over-allotment options are not exercised) and 28.99% (assuming that all over- allotment options are fully exercised); the expected percentage of Shares (A Shares and H Shares in aggregate) held by the public is approximately 39.43% (assuming that the over-allotment options are not exercised) and 40.32% (assuming that the over-allotment options are fully exercised) of the total number of Shares after the issuance. The Company undertakes to continue to comply with the public float requirement under Rule 8.08 of the Listing Rules during the application process of the A Share Offering and after the completion of the A Share Offering.

As at the Latest Practicable Date, the Company has not entered into or intends to enter into any agreement with any connected persons of the Company in connection with the subscription of A Shares.

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LETTER FROM THE BOARD

IV. REASONS FOR AND PURPOSE OF THE A SHARE OFFERING

The Board of Directors are of the view that the A Share Offering can further enrich the Company's capital, further improve the Company's governance structure and build domestic and overseas financing platforms, enhance the Company's capital strength and market competitiveness, and continuously improve the ability of scientific and technological innovation and brand image of the Company.

All Directors (including independent non-executive Directors) are of the view that the A Share Offering is in the interests of the Company and Shareholders as a whole.

EQUITY FINANCING ACTIVITIES IN THE PAST TWELVE MONTHS

The Company did not conduct any equity fund raising activities or issue any equity securities within the 12 months immediately preceding the Latest Practicable Date.

VI. EXTRAORDINARY GENERAL MEETING AND SHAREHOLDERS CLASS MEETING

The Company hereby announces that the convening of the Extraordinary General Meeting and Shareholders Class Meeting will be held at 9:00 a.m. on Friday, 25 September 2020 at Special No. 1 Dongfeng Road, Wuhan Economic and Technology Development Zone, Wuhan, Hubei, PRC for the purpose of considering and, if thought fit, passing the matters contained in the Circular. The notices and forms of proxy of the Extraordinary General Meeting and H Shareholders Class Meeting have been sent to Shareholders and are enclosed with this Circular. The notices of the Extraordinary General Meeting and H Shareholders Class Meeting are set out on pages 25 to 33 of this Circular.

VII. RESPONSIBILITY STATEMENT

This Circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this Circular misleading.

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LETTER FROM THE BOARD

VIII. RECOMMENDATION

The Directors are of the opinion that all resolutions in the notices of Extraordinary General Meeting and H Shareholders Class Meeting are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the proposed resolutions.

By order of the Board

Chairman

Zhu Yanfeng

Wuhan, the PRC

10 September 2020

- 24 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

DONGFENG MOTOR GROUP COMPANY LIMITED*

東風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: 489)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the Company will be held at Special No. 1 Dongfeng Road, Wuhan Economic and Technology Development Zone, Wuhan, Hubei, the People's Republic of China (hereinafter referred to as the "PRC"), on Friday, 25 September 2020, at 9:00 a.m. to consider and, if thought fit, pass (with or without amendments) the following resolutions:

Special Resolutions

To consider and approve the proposal on the plan of the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM
To consider and approve the proposal that the Extraordinary General Meeting and Shareholders Class Meetings authorize the Board of Directors and persons authorized by the Board of Directors the discretion to deal with the matters related to the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM
To consider and approve the proposal on the use of proceeds raised from the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM and its feasibility analysis report
To consider and approve the proposal on the accumulated profits distribution plan prior to the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM
To consider and approve the proposal on three-year dividend distribution plan for Shareholders after the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM
To consider and approve the proposal on the dilution of immediate returns due to initial public offering of Renminbi ordinary Shares (A shares) and listing on GEM and remedial measures
To consider and approve the proposal on A Share price stabilization plan within three years after the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM
To consider and approve the proposal on amendments to the Articles of Association
- 25 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

9. To consider and approve the proposal relating the undertakings as to the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM

Ordinary Resolutions

To consider and approve the proposal relating to the formulation of the Administrative System for A Share Connected Transactions
To consider and approve the proposal relating to the formulation of the Administrative System for External Guarantees
To consider and approve the proposal relating to the formulation of the Administrative System for A Share Proceeds
To consider and approve the proposal on the amendments to the Rules of Procedure of the Shareholders General Meeting
To consider and approve the proposal on the amendments to the Rules of Procedure of the Meeting of Board of Directors
To consider and approve the proposal on the amendments to the Rules of Procedure of the Meeting of Supervisory Committee
To consider and approve the proposal relating to the formulation of the Working Rules of Independent Non-executive Directors

17 To consider and approve the proposal on adjusting the work subsidy standard plan for the relevant external Directors

18. To consider and approve the proposal on the election of new session of the Board of Directors:

To elect Mr. Zhu Yanfeng as an executive Director of the fifth session of the Board of Directors
To elect Mr. Li Shaozhu as an executive Director of the fifth session of the Board of Directors
To elect Mr. You Zheng as an executive Director of the fifth session of the Board of Directors
To elect Mr. Yang Qing as a non-executive Director of the fifth session of the Board of Directors

- 26 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

To elect Mr. Leung Wai Lap, Philip as an independent non-executive Director of the fifth session of the Board of Directors
To elect Mr. Zong Qingsheng as an independent non-executive Director of the fifth session of the Board of Directors
To elect Mr. Hu Yiguang as an independent non-executive Director of the fifth session of the Board of Directors

19. To consider and approve the proposal on the election of new session of the Supervisory Committee:

To elect Mr. He Wei as a Supervisor of the fifth session of the Supervisory Committee
To elect Mr. Bao Hongxiang as a Supervisor of the fifth session of the Supervisory Committee

By Order of the Board

Zhu Yanfeng

Chairman

Wuhan, PRC

10 September 2020

As at the date of this notice, the executive directors of the Company are Mr. Zhu Yanfeng, Mr. Li Shaozhu and Mr. You Zheng; the non-executive director of the Company is Mr. Cheng Daoran; and the independent non-executive directors of the Company are Mr. Ma Zhigeng and Mr. Chen Yunfei and Mr. Leung Wai Lap, Philip.

For identification purposes only

- 27 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

Eligibility for attending the Extraordinary General Meeting and closure of register of members for H Shares
In order to determine the Shareholders who are entitled to attend the Extraordinary General Meeting, the register of members of the Company will be closed from Tuesday, 22 September 2020 to Friday, 25 September 2020, both days inclusive, during which period no registration of Shareholders and transfer of Shares will be effected. Holders of H Shares and Domestic Shares whose names appeared in the register of members are entitled to attend the Extraordinary General Meeting. In order to attend and vote at the Extraordinary General Meeting, holders of H Shares whose transfers have not been registered shall deposit the transfer documents together with the relevant Share certificates at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at or before 4:30 p.m. on Monday, 21 September 2020.
Proxy
1. A Shareholder entitled to attend and vote at the Extraordinary General Meeting may appoint one or more proxies to attend and vote on his/her/its behalf. A proxy needs not be a Shareholder of the Company. Where a Shareholder appoints more than one proxy, his/her/its proxies may only exercise the voting rights via a poll.
2. The instrument appointing a proxy must be in writing under the hand of a Shareholder or his/her/its attorney duly authorised in writing. If the Shareholder is a corporation, that instrument must be either under its common seal or under the hand(s) of its director(s) or duly authorised attorney(s). If that instrument is signed by an attorney of the Shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.
3. In order to be valid, the form of proxy together with the power of attorney or other authorisation document (if any) must be deposited at the Secretariat of the Board of Directors at the Company's principal place of business in the PRC for holders of the Domestic Shares and at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited for holders of the H Shares not less than 24 hours before the appointed time for holding the Extraordinary General Meeting or any adjournment thereof (as the case may be).
4. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the death or loss of capacity of the appointer, or the revocation of the proxy or the authority under which the proxy was executed, or the transfer of Shares in respect of which the proxy is given, provided that no notice in writing of these matters shall have been received by the Company prior to the commencement of the Extraordinary General Meeting.
Registration procedure for attending the Extraordinary General Meeting
1. A Shareholder or his/her/its proxy shall produce proof of identity when attending the Extraordinary General Meeting. If a Shareholder is a corporation, its legal representative, other person authorized by the Board of Directors or other governing body of such Shareholder may attend the Extraordinary General Meeting by producing a copy of the resolution of the Board of Directors or other governing body of such Shareholder appointing such person to attend the meeting.
2. In accordance with the Articles of Association of the Company, where two or more persons are registered as the joint holders of any Share, only the person whose name appears first in the register of members shall be entitled to receive this notice, to attend and exercise all the voting rights attached to such Share at the Extraordinary General Meeting, and this notice shall be deemed to be given to all joint holders of such Share.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

4. Voting procedures

A Shareholder (including his/her/its proxy), when voting at a Shareholders General Meeting, may exercise such voting rights as attached to the number of voting Shares which he/she/it represents, in which case one vote is attached to each Share. At any Shareholders' general meeting, a resolution shall be decided on a show of hands unless a poll is demanded:

by the Chairman of the meeting;
by at least two Shareholders present in person or by proxy entitled to vote thereat;
by one or more Shareholders (including proxies) representing 10% or more (inclusive) of all shares carrying the right to vote at the meeting singly or in aggregate, before or after a vote is carried out by a show of hands.

Unless a poll is demanded, a declaration by the Chairman of the meeting that a resolution has been passed on a show of hands and the record of such in the minutes of the meeting shall be conclusive evidence of the fact that such resolution has been passed. There is no need to provide evidence of the number or proportion of votes in favour of or against such resolution. The demand for a poll may be withdrawn by the person who demands the same.

5. Miscellaneous

The Extraordinary General Meeting is expected to be concluded within half a day. Shareholders (in person or by proxy) attending the Extraordinary General Meeting are responsible for their own transportation and accommodation expenses.
The address and contact details of the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, are as follows:
Address: Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong
Tel: (852) 2862 8628
Fax: (852) 2865 0990
The address and contact details of the Company's principal place of business in the PRC are as follows:
Address: Special No.1 Dongfeng Road, Wuhan Economic and Technology Development Zone, Wuhan, Hubei, the People's Republic of China
Zip code: 430056
Tel: (8627) 8428 5274
Fax: (8627) 8428 5057

- 29 -

NOTICE OF H SHAREHOLDERS CLASS MEETING

DONGFENG MOTOR GROUP COMPANY LIMITED*

東風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: 489)

NOTICE OF H SHAREHOLDERS CLASS MEETING

NOTICE IS HEREBY GIVEN that an H Shareholders Class Meeting of the Company will be held at Special No. 1 Dongfeng Road, Wuhan Economic and Technology Development Zone, Wuhan, Hubei, the People's Republic of China (hereinafter referred to as the "PRC"), on Friday, 25 September 2020 immediately after the conclusion of the Extraordinary General Meeting and Domestic Shareholders Class Meeting (or any adjournment thereof) to consider and, if thought fit, pass (with or without amendments) the following resolutions:

Special Resolutions

To consider and approve the proposal on the plan of the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM
To consider and approve the proposal that the Extraordinary General Meeting and Shareholders Class Meetings authorize the Board of Directors and persons authorized by the Board of Directors the discretion to deal with the matters related to the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM
To consider and approve the proposal on the use of proceeds raised from the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM and its feasibility analysis report
To consider and approve the proposal on the accumulated profits distribution plan prior to the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM
To consider and approve the proposal on the dilution of immediate returns due to initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM and remedial measures

- 30 -

NOTICE OF H SHAREHOLDERS CLASS MEETING

To consider and approve the proposal on A Share price stabilization plan within three years after the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM
To consider and approve the proposal relating to the undertakings as to the initial public offering of Renminbi ordinary Shares (A Shares) and listing on GEM

By Order of the Board

Zhu Yanfeng

Chairman

Wuhan, PRC

10 September 2020

For identification purposes only

- 31 -

NOTICE OF H SHAREHOLDERS CLASS MEETING

Notes:

Eligibility for attending the H Shareholders Class Meeting and closure of register of members for H shares
In order to determine the H Shareholders who are entitled to attend the H Shareholders Class Meeting, the register of members of the Company will be closed from Tuesday, 22 September 2020 to Friday, 25 September 2020, both days inclusive, during which period no registration of shareholders and transfer of Shares will be effected. Holders of H Shares whose names appeared in the register of members are entitled to attend the H Shareholders Class Meeting. In order to attend and vote at the H Shareholders Class Meeting, holders of H Shares whose transfers have not been registered shall deposit the transfer documents together with the relevant Share certificates at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at or before 4:30 p.m. on Monday, 21 September 2020.
Proxy
1. A Shareholder entitled to attend and vote at the H Shareholders Class Meeting may appoint one or more proxies to attend and vote on his/her/its behalf. A proxy needs not be a Shareholder of the Company. Where an H Shareholder appoints more than one proxy, his/her/its proxies may only exercise the voting rights via voting.
2. The instrument appointing a proxy must be in writing under the hand of an H Shareholder or his/her/ its attorney duly authorised in writing. If the H Shareholder is a corporation, that instrument must be either under its common seal or under the hand(s) of its Director(s) or duly authorised attorney(s). If that instrument is signed by an attorney of the H Shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.
3. In order to be valid, the form of proxy together with the power of attorney or other authorisation document (if any) must be deposited at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, not less than 24 hours before the appointed time for holding the H Shareholders Class Meeting or any adjournment thereof (as the case may be).
4. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the death or loss of capacity of the appointer, or the revocation of the proxy or the authority under which the proxy was executed, or the transfer of Shares in respect of which the proxy is given, provided that no notice in writing of these matters shall have been received by the Company prior to the commencement of the H Shareholders Class Meeting.
Registration procedure for attending the H Shareholders Class Meeting
1. An H shareholder or his/her/its proxy shall produce proof of identity when attending the H Shareholders Class Meeting. If an H Shareholder is a corporation, its legal representative or other person authorized by the Board of Directors or other competent body of such Shareholder may attend the H Shareholders Class Meeting by producing a copy of the resolution of the Board of Directors or other competent body of such Shareholder appointing such person to attend the meeting.
2. In accordance with the Articles of Association of the Company, where two or more persons are registered as the joint holders of any Share, only the Shareholder whose name appears first in the register of members shall be entitled to receive this notice, to attend and exercise all the voting rights attached to such share at the H Shareholders Class Meeting, and this notice shall be deemed to be given to all joint holders of such Share.

- 32 -

NOTICE OF H SHAREHOLDERS CLASS MEETING

4. Voting procedures

An H Shareholder (including his/her/its proxy), when voting at an H Shareholders Class Meeting, may exercise such voting rights as attached to the number of voting Shares which he/she/it represents, in which case one vote is attached to each share. At any H Shareholders Class Meeting, a resolution shall be decided on a show of hands unless a poll is demanded:

by the Chairman of the meeting;
by at least two H Shareholders present in person or by proxy entitled to vote thereat;
by one or more H Shareholders (including proxies) representing 10% or more (inclusive) of all Shares carrying the right to vote at the meeting singly or in aggregate.

Unless a poll is demanded, a declaration by the Chairman that a resolution has been passed on a show of hands and the record of such in the minutes of the meeting shall be conclusive evidence of the fact that such resolution has been passed. There is no need to provide evidence of the number or proportion of votes in favour of or against such resolution. The demand for a poll may be withdrawn by the person who demands the same.

5. Miscellaneous

The H Shareholders Class Meeting is expected to be concluded within half a day. H Shareholders (in person or by proxy) attending the H Shareholders Class Meeting are responsible for their own transportation and accommodation expenses.
The address and contact details of the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, are as follows:
Address: Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong
Tel: (852) 2862 8628
Fax: (852) 2865 0990

- 33 -

APPENDIX I THE USE OF PROCEEDS RAISED FROM THE INITIAL PUBLIC OFFERING OF RENMINBI ORDINARY SHARES (A SHARES) AND LISTING ON GEM AND ITS FEASIBILITY ANALYSIS REPORT OF DONGFENG MOTOR GROUP COMPANY LIMITED

THE USE OF PROCEEDS RAISED FROM THE INITIAL PUBLIC OFFERING OF RENMINBI ORDINARY SHARES (A SHARES) AND LISTING ON GEM AND ITS FEASIBILITY ANALYSIS REPORT OF

DONGFENG MOTOR GROUP COMPANY LIMITED

The company designated the use of proceeds raised for the public offering and conducted a feasibility analysis.

USE OF PROCEEDS
The Company's actual funds raised after deducting issuing fees will be used for the related projects of the Company's main business, the details are as follows:

	Unit: RMB'00 million
		Use of
Project Direction	Project Invested by the Fund Raised	raised funds
Brand New High-end New Energy Lantu Brand High-end New Energy Vehicle	70
Passenger Vehicle Projects	Project
New-generation of Automotive	Brand New Energy Platform Architecture Project	22
and Prospective Technology	Dongfeng DSMA Development Project	9
Development Projects	Automotive Electronic Architecture and	7
	Automotive Software Development Project
	Dongfeng Self-driving Vehicle Project	18
	Intelligent-networked Automobile Project	8
	Hydroden fuel cell research and development	13
	project
Digital Platform and Service	Replenishment of working capita	63
Construction Project
	Total	210

If the actual amount of funds raised (after deducting the expenses) exceeds the actual funds required for the above-mentioned designated purposes, the excess shall be used for replenish the working capital of the Company or for the purpose specified by the relevant regulatory authority. If the actual amount of funds raised (after deducting the expenses) is not sufficient to cover the actual funds required for the above-mentioned designated purposes, the Company shall resolve the funding gap through self-financing.

- 34 -

Prior to receiving the proceeds from this Listing, the Company may support the implementation of the above-mentioned projects with its own funds based on the actual progress of such projects. Upon receiving the proceeds, the Company will use such proceeds to reimburse the funds previously committed.

If the Company intends to adjust the funds raised to the project, the board of directors of the Company shall, in accordance with the authorization of the board of directors and the authorized persons approved at the Extraordinary General Meeting on 25 August 2020, fully handle the decision to issue and list the initial public offering of Renminbi-denominated ordinary shares (A shares) on the GEM, and implement the relevant decision procedures.

FEASIBILITY ANALYSIS ON THE USE OF PROCEEDS
1. New Brand High-end New Energy Passenger Vehicle Projects (Lantu High-end New Energy Vehicle Project)
1. Project Overview

This project will focus on building the brand of Lantu high-end new energy vehicles. We will open up space for the array of the Company's self-owned brand through the implementation of this project. This project covers the entire value chain of research and development, manufacturing, and sales of the high-end new energy vehicles under the brand of Lantu, specifically including vehicle model development, industrialization construction and the establishment of channel and digital marketing platform.

2. Analysis on Necessity and Feasibility of the Project

New energy vehicle is a national strategic emerging industry. With the development strategy of national new energy and the development trend of automobile industry, the Company adheres to the concept of high quality development, strengthens the development route of new energy vehicle, and strives to build high-end national automobile brand. The implementation of this project is an important measure for the Company to respond to the national automobile power strategy, comply with the development trend of the industry, and achieve the development goals of new energy vehicles and self-owned brand.

- 35 -

In recent years, the Company has put forward a new round of changes in product forms, research and development, manufacturing and service methods in the automobile industry by adopting a new industry ecology, such as autonomous driving, Internet ecology, intelligent transportation and city, as well as the technical basis of independent development of high-end new energy vehicles.

In terms of mechanism innovation and talent introduction, the project management team has extensive experience in the automobile industry,which has the talent backgrounds covering the internet, new retail and other emerging industries. The Company has built up an open, equal, passionate and innovative entrepreneurial team, and formed a goal-oriented,people-oriented, flat, matrix-based management model, laying an important organisational mechanism and talent foundation for the implementation of this project.

New-generationof Automotive and Prospective Technology Development Projects

1. Brand New Energy Platform Architecture Project

Project Overview

This project is designed to build a S architecture of the brand new energy platform, which is a special framework for the original industrial activities in 2030, with the power pool and power plant as the core. The specific development content of this project includes vehicle performance, the body of vehicle, chassis, three electricity system, powertrain, electronic and electrical appliances, electronic control, the development of intelligent connection, etc. In the future, S architecture will become a brand new energy platform, for cooperation and sharing among various sections within the Company.

- 36 -

Analysis on Necessity and Feasibility of the Project

Development of new energy vehicles is the inevitable path for China to move from an automobile power to the great power of automobile. The global automobile giants have shown great determination in China's new energy vehicle market, and the international platforms of the representative modular architecture for new energy, include MEB of the Volkswagen Group, BEV3 of the General Group, PMA of the Geely Group, etc. All of them are listed in the future as a core strategy and invested heavily in development. The Company has developed S-architecture, a brand new energy platform, and based on this platform, the introduction of new energy vehicles in various market segments is a forward-looking layout which captures the future market and meets the needs of market competition.

After years of development, the company has formed a strong technology accumulation in the fields of new energy electrical architecture, intelligent driving, and three electric core assemblies. The Company has achieved technological breakthrough and transcendence in the new energy field by developing S architecture, integrating, integrating and reconstructing existing technical accumulation. At present, the Company has developed forward- looking technologies and verification method in the fields of BEV/REV models, R&D of hydrogen fuel cell stacks, development of electronic and electrical system, research and development of intelligent driving, and accumulated a large number of core patents. The S architecture is based on the core technology mastered by the Company, develops through the integration of new modules and new technologies, and has a strong technology base.

The S architecture can be used to develop C, D and E models ranging from mid- to high-end, covering a wide range of vehicles, including multi-purpose vans, sedans, sport utility vehicles, coupes, wagons, etc., so as to fulfill the demand from the Company's new energy development for at least two generations of vehicles in the future and 10 to 12 years. This project will integrate the Company's superior resources in the fields of high-energy power battery pack, integrate efficient electric drive assembly, control system and software and hardware development, etc., and support the Company to quickly launch vehicles of different levels and different body types to meet the needs of different market segments. The project will also strengthen the Company's supporting and development capacity as well as manufacturing capacity of new energy parts, and form the Company's new energy vehicles in the whole value chain of independent development and manufacturing of the core competitiveness.

- 37 -

2. Dongfeng DSMA Development Project

Project Overview

The main purpose of this project is the development of Dongfeng Superior Modular Architecture (hereinafter referred to as "DSMA"), which is divided into two parts: architecture vehicle development and architecture platform development, mainly involving performance studies, structural design studies, software calibration research, etc. The DSMA consists of three physical sub- architecture, which can fulfill the requirements of Internal combustion engine (ICE), Hybrid Electric Vehicle (HEV) Plug-in Hybrid Electric Vehicle (PHEV), Range Electric Vehicle (REV) and other powertrain. It is expected that DSMA will meet the vehicle demand of the Company's self-owned brand business group in the next 10-15 years.

Analysis on Necessity and Feasibility of the Project

Currently, the automobile industry is experiencing the reform and transformation due to the increasingly severe competition. As the leading automobile group of the whole industry chain in China, the Company regards the platform strategy as one of the main development directions of strategic upgrade. The layout for the advanced architecture platform is in favor of the Company to strengthen the basic technology, reserve the key technology, achieve the core technology intellectual property ownership, continuously improve the competitiveness of technology and products, reduce the cost of manufacturing, reserve the professional, further enhance the market share of the Company's products, and consolidate the Company's leading market position in the industry.

With the intensification of competition in the industry and the increasing requirements for the repeated operation cycle and cost boundary of the platform, the design ideas of mainstream automobile enterprises have also changed. While leading automobile companies, such as Toyota and Volkswagen, are gradually replacing the original platforms with the structured platforms, such as MQB and TNGA, Geely in the PRC is also developing an infrastructure platform such as CMA. The introduction of DSMA is in line with the development demand and the design concept is at the leading level in the industry.

- 38 -

The development of this project takes into account the demands of the development of different independent sectors of the company, which can fulfill the development needs of various vehicle types. It covers a variety of body forms, such as C-to D+ hatchback, liftback, station wagon, sports multi-function vehicle, cross-border vehicle, multi-purpose van, etc.

In addition, the DSMA has been paired with a brand new golden-displacement powertrain and a self-developed hybrid powertrain to meet the future six-phase fuel consumption and National 7 emission regulations, which will effectively improve the dual-integration pressure in each segment of the Company.

3. Automotive Electronic Architecture and Automotive Software Development Project

Project overview

The proposed construction of the project includes controller, electronic and electrical architecture, central computing platform, distributed gateway platform, basic software tool platform, and in-depth customized vehicle operating system and in-vehicle information security defense system. It is expected that the development of domain controllers and vehicle models will be completed in 2023, the development of a new generation of service-oriented SOA architecture will be completed in 2024 and the development and test verification of the central computing platform and distributed gate platform will be completed in 2025.

Analysis on the Necessity and Feasibility of the Project

From the perspective of the development trend of the automobile industry, the proportion of software in the overall vehicle value is expected to increase significantly in the future. Enterprises in the digital automobile value chain are entering the market of automobile software and electronic technology, trying to gradually become a first-tier supplier of complete vehicle enterprises from current second- and third-tier suppliers, surpassing the scope of functions and applications, further gaining access to operating systems and deepening participation in the automobile "technology stack". This is both a challenge and a rare opportunity to explore the blue ocean market for the Company with a complete automobile industry chain and strong market base.

- 39 -

The Company's technology center has long been engaged in the development of automotive electrical, and electronic and electronic control systems. We have successfully completed the development of distributed and domain-controlled centralised electronic appliances architecture platform and the self-development of various ECUs and their application in vehicle models. In October 2015, we passed the international CMMI2 official certification, established a proprietary electronic control development and control process, which improved the development quality and efficiency of our hardware and software products. So far, the Company has developed a comprehensive development system, product specification and testing and testing methods. At the same time, the controller development toolchain and development toolchain owned by the Company's Technology Center will provide strong support for the project.

4. Dongfeng Self-driving Vehicle Project

Project Overview

The main construction contents of this project are the technology development and software development which related to autonomous driving, including the development of L3/L3 + level autonomous sensing and intelligent decision- making technology platform, development of intelligent vehicle roadway technology platform based on 5G edge computing, L3-/L3 + Integrated solutions and ancillary marketing of core equipment and hardware, software and equipment required for core technology. The main construction content of this project is the technology and software development related to self-driving

Analysis on Necessity and Feasibility of the Project

Due to the limitation of the current intelligent driving assistance system in functions, scenarios and customer experience, most of the control functions can only be enabled on structured roads. Users pursue the higher-levelself-driving products to meet future travel needs and bring customers a more convenient and safe intelligent driving experience. Therefore, there is an urgent need for a breakthrough in high-level autopilot mass production technology.

- 40 -

In the field of intelligent driving, the company has a strong theoretical basis and rich experimental experience, which is helpful to the development and construction of intelligent driver assistance system. The research and application of "Dongfeng autonomous intelligence-assisted driving", "remote control integrated automatic parking research and application", "intelligent energy- saving technology research" and other topics carried out by the Company have been carried out and achieved phased results. Part of the research work has been completed and is being applied and transformed. In addition, the Company's L2 self-developed products have completed the robustness and durability test of 200,000 km of public roads.

5. Intelligent-connected Automobile Project

Project Overview

Through the implementation of the project, the Company will establish self- controllable end-to-end technical capability in the field of internet of vehicle, which are divided into four levels: network-connected capability, network- linked platform capability, network-linked service and ecological capability, from L1 to L4, achieving the market-oriented selection of internet of vehicles hardware.

Analysis on Necessity and Feasibility of the Project

Intelligent-networked application is the core of future intelligent automobile products. As early as 2015, the Company has clearly proposed Intelligence Strategies plan, that is, to achieve intelligent automobile with autonomous driving functions and service through the integration of five core technologies: intelligence perception, intelligence internet, human-machine interaction, EEA, in-depth learning. In 2017, the Company proposed Five Megatrends + N Strategy, indicating that network requires independent control of internet of vehicle technologies, so as to provide continuous and leading internet of vehicles products and services for the Company's own brand passenger vehicle. The implementation of the project is an important step to achieve the long-term strategic goals of the Company.

- 41 -

The Company's intelligent-network automobile related technology has an outstanding performance. Through the development of Dongfeng Windlink3.0/4.0 artificial intelligence service system, the Company has established a complete the development of network service system design and verification system, including design, simulation, testing and performance system. In addition, the Company has handled 16 key core technologies of the network service system, including cloud platform technology, vehicle- carried terminal integration technology, operating system OS technology, OTA technology, large data analysis and application technology, communication and security technology, including multi-screen interaction, sound field layout, signal transmission and processing, voice recognition, CP/SP integration, etc., which provide a solid technical foundation for the project. Various technologies, such as CP/SP integration, provide a solid technical foundation for the project.

6. Hydrogen Fuel Cell Research Project

Project Overview

The project mainly develops to cover the core products and key components of hydrogen fuel cell of medium and high power demands. The construction covers the development of stack technology, the development of fuel power system, the modularized platform of hydrogen storage system and hydrogen-powered module and dimension research. The project will comprehensively match with the international standards in terms of performance and cost, creating high- performance, low-cost,long-life fuel cell stack and fuel cell system products to meet the needs of internal and external customers of the Group.

Analysis on the Necessity and Feasibility of the Project

Being affected by the global energy crisis and environmental pollution, hydrogen fuel cell vehicles and plug-in hybrid vehicles have become the development focus of new energy vehicles in China, as well as one of the development directions of global electric vehicle technology. Compared to pure electric vehicles, hydrogen fuel cell vehicles have longer driving distance and faster energy replenishment speed; compared to plug-in hybrid vehicles, hydrogen fuel cell vehicles have zero-emissions in the full range of travel with all renewable energy as the environmental advantage. Therefore, developing hydrogen fuel cell vehicles has a high necessity in environmental protection. The core products of hydrogen fuel cell and its key components are an important prerequisites for the development of hydrogen fuel vehicles.

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The Company has strong scientific research capability and practical experience in the field of the development of fuel cell technology, manufacturing and demonstration operation. It is the earliest enterprise engaged in fuel cell vehicle technology research in China and has scientific research advantages in developing core products of hydrogen fuel cell and key components. In 2017, the Company launched two fuel cell cargo trucks, passed the national announcement test with commercial promotion. In 2018, as a leading unit joint with the backbone industry chain resources such as the fuel cell automobile maker in China, colleges and universities, auto parts companies, the Company assumed a number of national, provincial key project such as power system platform and vehicle development of full-power fuel cell passenger vehicle. At present, two fuel cell vehicles based on car and SUV have been developed with self-developed high power (80kW) fuel cell system, powertrain system matching, high-pressure hydrogen storage system design and carrying capacity of vehicles. A large number of vehicle tests and benchmarking analysis of Toyota Mirai have been carried out with rich experience in fuel cell vehicle design and development as well as the road operation data. The Company will integrate the hydrogen fuel technology resource, increase the intensity of relevant investment, overcome technical difficulties, achieve the generalization, serialization and modularization of the core parts.

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Replenishment of Working Capita
In order to fulfill the demand for working capital in the continuous expansion of the Company' s business, to further broaden the development space of the main business, to safeguard the capital needs for daily operations and to enhance the market competitiveness of the Company, the Company intends to use RMB6.3 billion of the funds raised to apply for the supplementary working capital.

1. Sufficient working capital is the need to continuously improve our technological capabilities

The industry-leading R & D capabilities and technological level are among the core competitiveness of the Company, and the achievement of the Company' s strategic development goals also rely on the continuous improvement of research and development innovation capability. In order to maintain the Company' s leading position in the automotive industry and to further enhance the market competitiveness of the Company, the Company needs sufficient working capital to meet the continuous investment in R & D of new technology and new products.

2. Expanding the business of the Company and putting higher demand for capital

The Company has a clear medium- and long-term strategic positioning and aims to build a world-class automobile enterprise with global competitiveness in 2035. The expansion of new business is an indispensable prerequisite for the Company to achieve strategic objectives, and the sufficient working capital will also provide support for the Company to expand the business and expand the scale.

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In addition, the automobile industry is a capital-intensive industry, and it requires a substantial amount of capital from the R & D of products, production and processing to the end of sales. In recent years, with the economic downturn and the recession of the automobile industry, the tight cash flow of downstream dealers has led to the extension of the Company' s payback period, which increased the Company' s use of working capital; the supply-side reform led to the contraction of raw material supply and the enhancement of bargaining power of upstream enterprises. From 2017 to 2019, the turnover rate of accounts receivable is 20.29, 14.57 and 10.90 respectively, and the turnover rate of inventory is 11.92, 8.85 and 7.78 respectively, representing a downward trend year by year. Therefore, the new business expansion pressures over the industry 's business sentiment, and the scale of assets occupied by the formation of working capital, such as inventory and accounts receivable will further increase, which puts forward higher requirements for the Company' s working capital.

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APPENDIX II	THREE-YEAR DIVIDEND DISTRIBUTION PLAN FOR SHAREHOLDERS
	AFTER THE INITIAL PUBLIC OFFERING OF RENMINBI ORDINARY SHARES (A SHARES)
	AND LISTING ON GEM OF DONGFENG MOTOR GROUP COMPANY LIMITED

THREE-YEAR DIVIDEND DISTRIBUTION PLAN FOR

SHAREHOLDERS AFTER THE INITIAL PUBLIC OFFERING OF

RENMINBI ORDINARY SHARES (A SHARES) AND LISTING ON GEM OF

DONGFENG MOTOR GROUP COMPANY LIMITED

The Company intends to apply for an initial public offering and listing of Renminbi ordinary shares (A shares) (hereinafter referred to as the "Offering and Listing of the Company"). In order to clarify the equity dividends return to old and new shareholders after the Offering and Listing of the Company, further refine the terms regarding dividend distribution policy in the Articles of Association of Dongfeng Motor Group Company Limited (hereinafter referred as the "Articles of Association"), enhance the transparency and operability of dividend distribution decisions, and facilitates the shareholders' supervision on operation and profit distribution of the Company, according to the relevant regulations in the Notice on the Further Implementation of Matters in Relation to Cash Dividend of Listed Companies 《( 關於進一步落實上市公司現金分紅有關事項的通知》) and the Regulatory Guidelines for Listed Companies No. 3 - Cash Dividend of Listed Companies 《( 上市公司監管指引3 號-上市公司現金分紅》) of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), the Company formulates the Three- year Dividend Distribution Plan for Shareholders after the Initial Public Offering of A Shares and Listing (hereinafter referred to as the "Plan").

DIVIDEND DISTRIBUTION POLICY

The Company emphasizes the reasonable return on investment of investors and implements a consistent and stable profit distribution policy. Under the premise of the profit of the Company and the normal operation and long-term development of the Company, the Company implements a proactive, consistent and stable profit distribution policy. The shareholders' return plan of the Company shall fully consider and listen to the shareholders' requirements and preference, especially the minority shareholders, to distribute dividends by means of cash, shares or a combination of cash and shares, and shall adopt cash dividends preferentially.

FACTORS CONSIDERED IN FORMULATING THE SHAREHOLDERS' DIVIDEND DISTRIBUTION PLAN
The Company implements a consistent and stable dividend distribution policy, and when distributing profit, the Company shall have regard to the importance of maintaining a reasonable return to investors as well as the sustainable development of the Company. Taking into account factors, such as actual operation conditions and development, shareholders' requirements and preferences, capital cost of the society and external financing environment, the Company gives full consideration to the current and future profit scale, cash flow conditions, development stage, capital demand, debt financing plans, etc., so as to establish a continuous, stable and scientific return plan and mechanism for investors, thereby making institutional arrangements for dividend distribution, so as to ensure the continuity and stability of the dividend distribution policy.

- 46 -

APPENDIX II	THREE-YEAR DIVIDEND DISTRIBUTION PLAN FOR SHAREHOLDERS
	AFTER THE INITIAL PUBLIC OFFERING OF RENMINBI ORDINARY SHARES (A SHARES)
	AND LISTING ON GEM OF DONGFENG MOTOR GROUP COMPANY LIMITED

DIVIDEND DISTRIBUTION PLAN OF THE COMPANY AFTER THREE YEARS UPON LISTING OF THE COMPANY
1. Forms of profit distribution

The Company may distribute profits in forms of cash, shares, a combination of cash and shares or other forms that may be permitted by the laws, administrative regulations, authorized departmental rules and securities regulatory requirements of the place where the Company's shares are listed, in which cash dividends should be preferentially adopted than shares dividends.

Intervals of dividend distribution
The Company will generally distribute its profits in the form of annual dividends. The board of directors may also propose interim profit distribution in light of the Company's profitability and funding needs.

Order of dividend distribution
Within the scope of distributable profits of the Company, the Company shall pay full attention to the needs of investors and distribute the profits after income tax in the following sequence according to relevant laws, regulations and the Articles of Association:
1. to cover its losses incurred in the previous years;
2. to allocate 10% of the profit into the Company's statutory reserve fund;
3. to provide for discretionary reserve pursuant to resolution of general meeting;
4. to distribute to shareholders in proportion to their shareholdings.

When the cumulative statutory reserve is more than 50% of the Company's registered capital, the Company may cease to make such provision.

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APPENDIX II	THREE-YEAR DIVIDEND DISTRIBUTION PLAN FOR SHAREHOLDERS
	AFTER THE INITIAL PUBLIC OFFERING OF RENMINBI ORDINARY SHARES (A SHARES)
	AND LISTING ON GEM OF DONGFENG MOTOR GROUP COMPANY LIMITED

(IV)	Conditions of dividend distribution and dividend percentage

When the Company intends to implement cash dividend distribution, the following conditions shall be met at the same time:
1. the Company makes a profit in that year and the accumulated undistributed profits are positive;
2. the cash flow of the Company can meet the needs of the normal operation and sustainable development of the Company.
The Company may not pay cash dividends under any of the following circumstances:
1. The Company did not realize profit in the current year;
2. Operational net cash flow or net cash flow for the year is negative;
3. The gearing ratio as at the end of the period exceeds 70%;
4. The Company has major investments or major cash expenditure plans for a certain period in the foreseeable future, and cash dividends may cause the Company's cash flow to fail to meet the Company's business or investment needs;
5. Other circumstances as the directors deemed inappropriate for distribution of cash dividends.

- 48 -

APPENDIX II	THREE-YEAR DIVIDEND DISTRIBUTION PLAN FOR SHAREHOLDERS
	AFTER THE INITIAL PUBLIC OFFERING OF RENMINBI ORDINARY SHARES (A SHARES)
	AND LISTING ON GEM OF DONGFENG MOTOR GROUP COMPANY LIMITED

3. Provision regarding cash dividend percentage

Three years upon the Initial Public Offering and Listing of the Company, the profit to be distributed in cash shall be no less than 30% of the distributable profits of the year. While implementing the cash distribution of profits, the Company may distribute bonus shares at the same time. When the Company distributes cash dividends, the proportion of cash dividends shall also comply with the following requirements:

The board of directors shall take into account, among other things, features of the industries where the Company operates, stage of development, the Company's own business model, profits level and whether there is significant capital expenditure arrangement in forming different dividend distribution policy in accordance with the provisions of the Articles of Association.

If the Company is at the mature stage of development and has no significant capital expenditure arrangement, the proportion of cash dividends shall be at least 80% in the profit distribution;
If the Company is at the mature stage of development and has significant capital expenditure arrangement, the proportion of cash dividends shall be at least 40% in the profit distribution;
If the Company is at the growing stage and has significant capital expenditure arrangement, the proportion of cash dividends shall be at least 20% in the profit distribution.

If it is difficult to distinguish the Company's stage of development but there is significant capital expenditure arrangement, the profit distribution may be dealt with pursuant to the rules applied in the foregoing item(3).

Stock dividend distribution conditions
When the Company is in a sound operating condition with rapid growth in operating income and net profit, and the board of directors considers that the Company has good growth potential, overvalued net assets per share, stock price not reflecting the Company's scale of capital and a share dividend may have a dilution effect on the net assets per share which is in the interests of the shareholders as a whole, a proposal for share dividends may be proposed upon fulfillment of the above conditions concerning cash dividends

- 49 -

APPENDIX II	THREE-YEAR DIVIDEND DISTRIBUTION PLAN FOR SHAREHOLDERS
	AFTER THE INITIAL PUBLIC OFFERING OF RENMINBI ORDINARY SHARES (A SHARES)
	AND LISTING ON GEM OF DONGFENG MOTOR GROUP COMPANY LIMITED

IV. DECISION-MAKING PROCEDURES OF PROFIT DISTRIBUTION

Decision-makingprocedures of the profit distribution plan
1. The board of directors of the Company is responsible for formulating the profit distribution plan. The board of directors shall carefully study and demonstrate such matters as the timing, conditions and minimum ratio of the distribution of cash dividend of the Company, adjustment conditions and the requirements of its decision-making procedures when formulating the profit distribution plan, and the independent directors shall express clear opinions. Independent directors may solicit the opinions of the minority shareholders, propose dividend proposals, and directly submit it to the board of directors for consideration.
2. The board of directors form a special resolution on the profit distribution plan and submit it to the general meeting for consideration after the independent directors express clear opinions, the general meeting shall not take effect until the ordinary resolution is adopted. Prior to the consideration of the profit distribution plan at the general meeting, the Company shall communicate and exchange ideas with shareholders, especially minority shareholders, through various channels and fully listen to the opinions and demands of minority shareholders.
3. The board of supervisors of the Company shall supervise the profit distribution plan formulated by the board of directors. If the board of directors fails to implement the distribution of cash dividends or perform the corresponding decision-making procedures for distribution of cash dividends in accordance with the requirements of the Articles of Association, the board of supervisors has the right to request for rectification by the board of directors.

- 50 -

APPENDIX II	THREE-YEAR DIVIDEND DISTRIBUTION PLAN FOR SHAREHOLDERS
	AFTER THE INITIAL PUBLIC OFFERING OF RENMINBI ORDINARY SHARES (A SHARES)
	AND LISTING ON GEM OF DONGFENG MOTOR GROUP COMPANY LIMITED

Decision-makingprocedures for cash dividends
When the board of directors develops the detailed plan for the cash dividend distribution, it shall carefully study and demonstrate issues such as the timing, conditions and minimum proportion, conditions for adjustment of the cash dividends of the Company. The specific proposal for the cash dividend distribution submitted by the board of directors to the shareholders' general meeting shall be approved by more than half of all the directors of the board of directors, and shall be considered by the shareholders' general meeting and passed by more than half of the voting rights held by the shareholders present at the meeting. The independent directors should express their clear opinions. The independent directors may solicit opinions from minority shareholders, make dividend proposals and submit the proposal directly to the board of directors for deliberation.
Prior to the consideration of the specific cash dividend distribution proposal by the shareholders at the general meeting, the Company shall actively communicate and exchange ideas through multiple channels with shareholders (in particular, the minority shareholders), fully listen to the opinions and requests of the minority shareholders and give timely response to the issues that concern them.

Decision-makingprocedures for the adjustment to the profit distribution policy
The Company shall maintain the continuity and stability of its profit distribution policy. If it is necessary to adjust the profit distribution policy due to the Company's own operation, investment planning and long-term development, or significant changes in the external operating environment, the adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchanges. The proposal on the adjustment to the profit distribution policy shall be formulated by the board of directors in accordance with the Company's operating conditions and relevant provisions of the CSRC. The board of directors shall fully listen to the opinions of shareholders (in particular, the minority shareholders), independent directors and supervisors in the process of formulating proposal for the adjustment to the profit distribution policy. If the board of directors considers and approves the proposal on the adjustment to the profit distribution policy, it shall be approved by more than half of all the directors of the board of directors. Independent directors shall provide independent opinions and disclose them in a timely manner.
The Supervisory Committee shall consider the proposal on the adjustment to the profit distribution policy formulated by the board of directors and the proposal shall be approved by more than half of all the supervisors of the Supervisory Committee.

- 51 -

APPENDIX II	THREE-YEAR DIVIDEND DISTRIBUTION PLAN FOR SHAREHOLDERS
	AFTER THE INITIAL PUBLIC OFFERING OF RENMINBI ORDINARY SHARES (A SHARES)
	AND LISTING ON GEM OF DONGFENG MOTOR GROUP COMPANY LIMITED

The adjusted proposal for profit distribution policy shall be submitted to the shareholders' general meeting for consideration after consideration by the board of directors, and shall be approved by more than two-thirds of the voting rights held by shareholders present at the shareholders' general meeting. Detailed demonstration and explanation shall be carried out when submitting the proposal at the shareholders' general meeting. When the shareholders' general meeting considers the proposal for the adjustment to the profit distribution policy, it shall fully listen to the opinions of the public shareholders. In addition to voting at the on- site meeting, an online voting system shall be provided to support shareholders.

DISCLOSURE OF THE PROFIT DISTRIBUTION POLICY
The Company shall disclose in detail the formulation and implementation of the cash dividend policy in the annual report, and make special explanations on the following matters:
1. Whether the policy is in compliance with the requirements of the Articles of Association of the Company or the resolutions passed at the general meeting;
2. Whether the basis and ratio of the distribution of dividends are specific and clear;
3. Whether the relevant decision-making procedure and mechanism are complete;
4. Whether the independent directors have duly performed their duties and functions;
5. Whether there are enough opportunities for minority shareholders to fully express their views and concerns, and whether their legal rights and interests are sufficiently protected, etc.

If the cash dividend policy is to be adjusted or changed, the Company shall disclose details as whether the conditions and procedures for the adjustments or changes are in compliance with the regulations and are transparent. Where the Company does not make profit distribution or makes the profit distribution in a proportion lower than the cash dividend proportion as stipulated in the Articles of Association in a year, the board of directors of the Company shall explain the reasons in regular reports and the independent directors shall express independent opinions on the reason for non-distribution and the use of the undistributed profits set aside by the Company. The relevant profit distribution proposal shall be submitted to the general meeting for approval after being considered by the board of directors of the Company, and the reasons for and the specific use of the retained funds shall be demonstrated in detail in the proposal proposed at the general meeting.

- 52 -

APPENDIX II	THREE-YEAR DIVIDEND DISTRIBUTION PLAN FOR SHAREHOLDERS
	AFTER THE INITIAL PUBLIC OFFERING OF RENMINBI ORDINARY SHARES (A SHARES)
	AND LISTING ON GEM OF DONGFENG MOTOR GROUP COMPANY LIMITED

VI. TIME FOR IMPLEMENTING THE PROFIT DISTRIBUTION PLAN

The Company's specific profit distribution plan shall be proposed by the board of directors of the Company and upon approval of the profit distribution plan at the general meeting of the Company, the board of directors of the Company shall complete the distribution of dividends (or shares) within 2 months after the holding of the general meeting. In case of any delay in distribution, the board of directors of the Company shall timely disclose the reasons for such delay.

VII. CYCLE FOR FORMULATION OF SHAREHOLDERS' RETURN PLAN

The Company may decide whether to review and formulate the shareholders' Dividend Distribution Plan after three years in accordance with the operating conditions at that time. and make necessary and proper adjustments to the Company's dividend distribution policy so as to determine the shareholders' return plan at that time.

Subject to consideration and approval at the general meeting of the Company, the Plan shall take effect from the date of the initial public offering and listing of A shares of the Company and the same applies when revised.

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APPENDIX III	THE DILUTION OF IMMEDIATE RETURNS DUE TO INITIAL PUBLIC
	OFFERING OF RENMINBI ORDINARY SHARES (A SHARES) AND LISTING ON GEM AND
	REMEDIAL MEASURES OF DONGFENG MOTOR GROUP COMPANY LIMITED

THE DILUTION OF IMMEDIATE RETURNS DUE TO INITIAL

PUBLIC OFFERING OF RENMINBI ORDINARY SHARES

(A SHARES) AND LISTING ON GEM AND

REMEDIAL MEASURES OF DONGFENG MOTOR GROUP

COMPANY LIMITED

THE IMPACT OF THE ISSUE AND LISTING ON DILUTION OF CURRENT RETURNS
The offering size of the Company will not exceed 975,346,666 A Shares (excluding any shares that may be issued under the over-allotment option). Upon completion of the Issue and Listing, the Company's share capital and net asset will be increased, and its net debt ratio will be decreased, which will help enhance stability and risk prevention capability of its fiscal structure.

After the proceeds from the Issue and Listing become available, the Company will, in a timely manner, use the proceeds effectively through proper capital allocation, thereby achieving reasonable capital returns. Although it is expected that the special projects to be financed by such proceeds will bring positive returns in future, given that its takes a long term for such proceeds to generate economic benefits, and in case the investment of the proceeds of such Issue and Listing fails to maintain current benefits generated from operation activities, under the increase in both share capital and net asset of the Company, there are risks of dilution on current financial return indicators of the Company, including basic earning per share and weighted average net asset return rate, in the short-term.

THE NECESSITY AND RATIONALE FOR THE A SHARE OFFERING
The funds raised from the Offering and Listing will be mainly used in the main business of the Company, which is in line with the development direction of the automotive industry as well as the Company's overall strategy, and meet its capital needs for business expansion. Through increased efforts in "New Four Modernizations", namely motorized, networked, intelligent and shared, the Company will further optimize its business structure and complete the transformation and upgrading of its business strategy. The intended investment project for raised fund from the Offering and Listing does not have a significant impact on the existing main business. It is compatible with the Company's production and operation, technology level as well as management capabilities and in line with its business development plan. It helps to enhance the Company's comprehensive strength in technological innovation, improve its industrial chain, increase its market share and profitability, and strengthen its comprehensive competitiveness.

- 54 -

APPENDIX III	THE DILUTION OF IMMEDIATE RETURNS DUE TO INITIAL PUBLIC
	OFFERING OF RENMINBI ORDINARY SHARES (A SHARES) AND LISTING ON GEM AND
	REMEDIAL MEASURES OF DONGFENG MOTOR GROUP COMPANY LIMITED

RELATIONSHIP BETWEEN THE PROJECTS INVESTED IN WITH THE PROCEEDS FROM THE OFFERING AND LISTING AND THE EXISTING BUSINESS OF THE COMPANY, PREPARATIONS IN TERMS OF HUMAN RESOURCES, TECHNOLOGIES AND MARKET MADE BY THE COMPANY FOR THE PROJECTS INVESTED WITH THE PROCEEDS
In terms of personnel, the Company has trained and reserved an excellent team of technical, operational and management talents in the process of cultivating the automotive industry for many years. The team members in technology research and development, achievement transformation, marketing and management of the Company are all extraordinary in the automotive industry. In the future, as required by its business development goals, the Company will continue to make efforts in the selection, training as well as reserve of various talents, expanding the talent pool, and gradually improve the incentives for outstanding employees so as to ensure the smooth implementation of the intended investment project of the raised fund.
In terms of technology, the Company possesses the system technologies, first-class domestically and advanced internationally, in the fields of new energy, intelligent auxiliary systems, and Internet of vehicles etc., which are leading the industry regarding to its control and influence. In the future, the Company will continue to deepen its technology accumulation and optimize product structure so as to provide technical support for the smooth implementation of the intended investment project of the fund raised from the Offering and Listing.
In terms of the market, the funds raised from the Offering and Listing will be mainly used to expand and deepen the Company's main business, build new energy passenger vehicles with new brand, develop new-generation vehicles and forward-looking technologies, and supplement working capital. With strong research and development strength, excellent quality assurance and brand advantages as a key state-owned enterprise, the Company has possessed the capability to cover the markets nationwide, good brand image and high market share. At the same time, there will be a great market demand in the "New Four Modernizations", namely motorized, networked, intelligent and shared, which acts as the strategic development directions of the automotive industry in the future. The above-mentioned factors have laid a solid market foundation for the implementation of the intended investment project of the fund raised from the Offering and Listing.

- 55 -

APPENDIX III	THE DILUTION OF IMMEDIATE RETURNS DUE TO INITIAL PUBLIC
	OFFERING OF RENMINBI ORDINARY SHARES (A SHARES) AND LISTING ON GEM AND
	REMEDIAL MEASURES OF DONGFENG MOTOR GROUP COMPANY LIMITED

IV. REMEDIAL MEASURES ADOPTED BY THE COMPANY TO DEAL WITH THE DILUTION OF CURRENT RETURN AS A RESULT OF THE ISSUE AND LISTING

In respect of the possible dilution of current returns of Shareholders as a result of the Issue and Listing, the Company will follow and take the following measures in order to effectively use the proceeds, further improve operating results, fully protect the interest of Shareholders, especially minority Shareholder, and attach on value returns of Shareholder in the middle and long-term

Maximizing benefits of the Company by ensuring the investment progress of special projects to be financed by proceeds
Proceeds from the Issue and Listing will be used to finance projects, as follows: (1) new branded high-end new energy passenger vehicle projects, (2) next-generation automobiles and forward-looking technology development projects, (3) supplementary working capital. The abovementioned projects are all core to the Company's principle businesses, and in line with relevant industrial policies of the state and overall strategic development directions of the Company in the future. Therefore, such projects have good development prospects. After the proceeds become available, the Company will make efforts to ensure the implementation progress of special projects to be financed by such proceeds, which, if implemented successfully and generate benefits, will help set off the dilution on current returns as a result of the Issue and Listing, and protect the long-term interests of Shareholders.
Improving profitability of the Company by lowering finance cost
The Company intended to use part of proceeds from the Issue and Listing to replenish working capital, in order to further improve its capital structure and financial condition. The Company will fully utilize such funds to support its daily operation, improve capital use efficiency, lower finance cost, and improve its overall profitability.
Enhancing management of proceeds
In order to regulate the use and administration of proceeds from the Issue and Listing and ensure the regulative, safety and efficient use of proceeds, the Company prepared the Administrative System for A Share Proceeds of Dongfeng Motor Group Co., Ltd. (hereinafter referred to as the "Administrative System for Proceeds") according to laws, regulations, department rules, and regulatory documents including the Company Law of the People's Republic of China, Securities Laws of the People's Republic of China, Guideline No. 2 for the Supervision of Listed Companies - Regulatory Requirements for the Administration and Use of Proceeds Raised, and Rules Governing the Listing of Shares on the GEM Market of Shenzhen Stock Exchange.

- 56 -

APPENDIX III	THE DILUTION OF IMMEDIATE RETURNS DUE TO INITIAL PUBLIC
	OFFERING OF RENMINBI ORDINARY SHARES (A SHARES) AND LISTING ON GEM AND
	REMEDIAL MEASURES OF DONGFENG MOTOR GROUP COMPANY LIMITED

After the proceeds from the Issue and Listing become available, and according to provisions under the Administrative System for Proceeds, the Company will timely enter into a third-party regulatory agreement on proceeds raised with financial institution where its proceeds raised placed, pursuant to which, such proceeds will be placed at the specific account as approved for open by the Board, and the use of proceeds will be subject to strict application and approval procedures, and a ledger will be set up for it to record the detail information on the use of proceeds and investment in special projects to be financed by proceeds raised, in order to ensure the special use of proceeds on special projects.

Strengthening investor return system by strictly implementing the Company's profit distribution policy
For the purpose of the Issue and Listing, according to the Notice on Further Implementing Matters Relevant to the Cash Dividend Distribution by Listed Companies and the Guideline No. 3 on Supervision and Administration of Listed Companies - Cash Dividends of Listed Companies issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), the Company revised the provisions of the Articles of Association of Dongfeng Motor Group Co., Ltd. (hereinafter referred to as the "Articles of Association") regarding profit distribution, which further clarify the form of profit distribution, decision-making process, conditions of cash dividend and minimum cash dividend ratio in the Articles of Association.
In order to clarify the equity dividends return to old and new Shareholders after the Issue and Listing, further refine the terms of Articles of Association on profit distribution policy, enhance the transparency and operability of dividend distribution decisions, the Company has prepare the Dividend Distribution Plan within Three Years after the Initial Public Offering and Listing of RMB ordinary shares (A shares) of Dongfeng Motor Group Co., Ltd. on the GEM.
The Company will strictly follow the profit distribution policy as provided in the Articles of Association, and protect the legitimate interest of Shareholders by establishing reasonable dividend return plan, and continue to create long-term value for Shareholders.

- 57 -

APPENDIX III	THE DILUTION OF IMMEDIATE RETURNS DUE TO INITIAL PUBLIC
	OFFERING OF RENMINBI ORDINARY SHARES (A SHARES) AND LISTING ON GEM AND
	REMEDIAL MEASURES OF DONGFENG MOTOR GROUP COMPANY LIMITED

UNDERTAKINGS OF DIRECTORS AND SENIOR MANAGEMENT OF THE COMPANY TO TAKE REMEDIAL MEASURES FOR DILUTION OF CURRENT RETURN AS A RESULT OF THE OFFERING AND LISTING
In order to ensure that the remedial measures for dilution of current return as a result of the Issue and Listing will be implemented effectively, the Directors and senior management of the Company have made the following undertakings:
1. they will not transfer any gains and benefits to other entities or individuals without consideration or under unfair conditions, or otherwise damage the interests of the Company;
2. they will restrict position-related consumption of Directors and senior management;
3. they will not use the Company's assets to carry out any investment or consumption activity irrelevant to their performance of duties;
4. they will support the remuneration system formulated by the Board or the Remuneration Committee of the Company will be correlated to the implementation of the Company's measures to make up for returns;
5. in the event of the implementation of any share option incentive scheme by the Company in future, the arrangement such as the conditions for exercising options under the share option incentive scheme to be announced will be correlated to the implementation of the Company's measures to make up for returns.
6. Before such Issue and Listing, if the CSRC makes other new regulatory requirements relating to measures to make up for returns and related undertakings, and the foregoing undertakings of Directors and senior management of the Company fall short of meeting such new regulations, Directors and senior management of the Company will give supplementary undertakings in accordance with latest supplementary regulations announced by the CSRC.

The Directors and senior management of the Company undertake to effectively fulfill their undertakings in relation to the remedial measures and any undertakings made by the Directors and senior management in relation to the remedial measures. In the event that Directors and senior management violates these undertakings and causes losses to the Company or the investors, the Directors and senior management are willing to make an explanation and apologize publicly at the General Meeting and the designated newspapers of the CSRC and to compensate the Company or investors according to relevant laws, and agree to impose relevant penalties or take relevant management measures on Directors and senior management in accordance with the relevant rules and regulations formulated or published by the securities regulatory authorities such as the CSRC and the Shenzhen Stock Exchange.

- 58 -

APPENDIX III	THE DILUTION OF IMMEDIATE RETURNS DUE TO INITIAL PUBLIC
	OFFERING OF RENMINBI ORDINARY SHARES (A SHARES) AND LISTING ON GEM AND
	REMEDIAL MEASURES OF DONGFENG MOTOR GROUP COMPANY LIMITED

VI. UNDERTAKINGS OF CONTROLLING SHAREHOLDERS OF THE COMPANY TO TAKE REMEDIAL MEASURES FOR DILUTION OF CURRENT RETURN AS A RESULT OF THE OFFERING AND LISTING

In order to ensure that the remedial measures for dilution of current return as a result of the Issue and Listing will be implemented effectively, the controlling shareholders of the Company have made the following undertakings:

they will not intervene the operation and management activities of the Company beyond authority or unlawfully occupy the Company's interests;
Before such Issue and Listing, if the CSRC makes other new regulatory requirements relating to the remedial measures and related undertakings, and the foregoing undertakings fall short of meeting such new regulations, Dongfeng Motor Co., Ltd., the controlling shareholder will give supplementary undertakings in accordance with latest supplementary regulations announced by the CSRC.

- 59 -

APPENDIX IV	A SHARE PRICE STABILIZATION PLAN WITHIN THE THREE YEARS
	AFTER THE INITIAL PUBLIC OFFERING OF RENMINBI ORDINARY SHARES (A SHARES)
	AND LISTING ON GEM OF DONGFENG MOTOR GROUP COMPANY LIMITED

A SHARE PRICE STABILIZATION PLAN WITHIN THE THREE YEARS AFTER THE INITIAL PUBLIC OFFERING OF RENMINBI ORDINARY SHARES (A SHARES) AND

LISTING ON GEM OF DONGFENG MOTOR GROUP COMPANY LIMITED

In order to strengthen the integrity obligations of the Company, relevant directors and senior management as well as protect the rights and interests of small and medium shareholders, in accordance with the Company Law of the People's Republic of China ("Company Law") and the Securities Law of the People's Republic of China ("Securities Law"), and the requirements of the Opinions on Further Promoting the Reform of the New Share Issuance System 《( 關於進一步推進新股發行體制改革的意見》) of China Securities Regulatory Commission ("CSRC"), and other relevant laws, administrative regulations, departmental rules and normative documents, Dongfeng Motor Group Company Limited (the "Company" or the "Issuer") has formulated the Proposal on A Share Price Stabilization Plan within the Three Years after the Initial Public Offering of Renminbi Ordinary Shares (A Shares) and Listing on GEM of Dongfeng Motor Group Company Limited (the "Proposal").

MEASURES TO STABILIZE SHARE PRICE
1. Within three years after the listing of the Company on GEM, if it is not due to force majeure, the condition (the "Condition to Stabilize Share Price") arises that the closing prices of the Company's shares for 20 consecutive trading days were lower than the latest audited net asset per share of the Company (after the latest audit base date, if there are any changes in the net asset or the total share number of the Company caused by profit distribution, conversion of capital reserve into share capital, issuance of additional shares or shares placement, the net asset per share shall be adjusted accordingly, same below.), and the Company meets the relevant requirements of laws, administrative regulations, departmental rules, normative documents as well as the requirements of domestic and overseas regulatory authorities (including the listing rules of the place where the Company's shares are listed) on changes in share capital such as repurchase, increase in shareholding and etc., the Company and relevant entities will take the following measures to stabilize share price.
  1. The controlling shareholder of the Company shall, within 10 trading days after the Condition to Stabilize Share Price arises, notify the Company in written whether it has a specific plan to increase its shareholding of the Company's A shares, and the Company shall make the announcement in accordance with the information disclosure requirements of the listed companies. If there is a plan to increase its shareholding, the controlling shareholder shall disclose the information such as the range of quantity and price, completion time and other information of the planned increase, and the total amount of the planned increase of shareholding shall not be less than RMB50 million. At the same time, the Company's equity distribution after the controlling shareholder's

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APPENDIX IV	A SHARE PRICE STABILIZATION PLAN WITHIN THE THREE YEARS
	AFTER THE INITIAL PUBLIC OFFERING OF RENMINBI ORDINARY SHARES (A SHARES)
	AND LISTING ON GEM OF DONGFENG MOTOR GROUP COMPANY LIMITED

	increase in shareholding shall satisfy the listing requirements, and the shareholding
	increase and information disclosure shall comply with the Company Law, Securities
	Law and other relevant laws, administrative regulations, departmental rules, normative
	documents and the requirements of domestic and overseas regulatory authorities
	(including the listing rules of the place where the Company's shares are listed).

If the controlling shareholder fails to announce the aforementioned specific plan for shareholding increase as scheduled, or clearly indicates that there is no plan for shareholding increase, the board of directors of the Company will announce the its Share Price Stabilization Plan within 20 trading days after the Condition to Stabilize Share Price arises. The measures to stabilize share price includes but not limited to repurchasing the Company's shares or other measures required by relevant laws, administrative regulations, departmental rules, normative documents, and domestic and overseas regulatory authorities (including the listing rules of the place where the Company's shares are listed). If the Company adopts a plan to repurchase its shares, the repurchase plan shall include but not limited to the number of shares to be repurchased, the price range, the source of the repurchase funds, the completion time and other information, and the total amount of the repurchase shall not be less than RMB50 million. The Company shall implement the Share Price Stabilization Plan after completing its internal approval procedures in accordance with laws, administrative regulations, departmental rules, normative documents and requirements of domestic and overseas regulatory authorities (including the listing rules of the place where the Company's shares are listed) applicable to the Share Price Stabilization Plan and the Articles of Association of Dongfeng Motor Group Company Limited, and other procedures required by relevant laws, regulations and other normative documents as well as obtaining all required approvals.
If the board of directors of the Company fails to announce the aforesaid Share Price Stabilization Plan as scheduled or fails to obtain the approval on the aforesaid Share Price Stabilization Plan from the shareholders' general meeting or regulatory departments, the obligation of increasing shareholdings in the Company will be triggered for directors (except independent directors and those directors who are not paid by the Company) (hereinafter referred to as "Relevant Directors") and the senior management. In conformity with relevant laws, administrative regulations, departmental rules, normative documents, and domestic and overseas regulatory authorities (including the listing rules of the place where the Company's shares are listed), Relevant Directors and senior management shall, within 10 trading days (or 10+N trading days after the obligation of increasing shareholdings in the Company is triggered by Relevant Directors and senior management if Relevant Directors and

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APPENDIX IV	A SHARE PRICE STABILIZATION PLAN WITHIN THE THREE YEARS
	AFTER THE INITIAL PUBLIC OFFERING OF RENMINBI ORDINARY SHARES (A SHARES)
	AND LISTING ON GEM OF DONGFENG MOTOR GROUP COMPANY LIMITED

	senior management are restricted from trading shares for N trading days during the
	period), unconditionally increase their holding of A shares in the Company and their
	respective accumulated amount of shareholding increased shall not be less than 10%
	of the total amount of remuneration (after tax) received from the Company in the
	preceding year.

Within 120 trading days after any one of the aforesaid three measures to stabilize share price is implemented, the controlling shareholders, the Company, Relevant Directors and the senior management shall be automatically released from the obligation of stabilizing share price. If, from the 121st trading day after any one of the aforesaid three measures to stabilize share price is implemented, the closing price of the Company's A shares for 20 consecutive trading days in succession is lower than the latest audited net asset value per share, the Condition to Stabilize Share Price shall be deemed as having been satisfied again.

1. When adopting the aforesaid measures to stabilize share price, the controlling shareholders, the Company, Relevant Directors and the senior management shall perform relevant obligation of information disclosure in accordance with the listing rules of the place where the Company's shares are listed and other applicable regulatory regulations, and shall be in conformity with relevant provisions on state-owned assets.
CONDITIONS TO TERMINATE SHARE PRICE STABILIZATION PLAN
If any of the following circumstances occurs after the Condition to Stabilize Share Price is satisfied, it shall be deemed that the measures to stabilize share price have been implemented and the undertakings have been fulfilled, and the Share Price Stabilization Plan shall be terminated:

1. The closing price of the Company's A shares for five consecutive trading days is not lower than the latest audited net assets per share of the Company;
2. Continuous implementation of the Share Price Stabilization Plan will result in non- compliance with the Company's shareholding distribution for listing conditions or in violation of relevant prohibitive provisions in effect at that time, or Relevant Directors and senior management increasing of shareholding in the Company will trigger the obligation of general tender offer.
RESTRICTIVE MEASURES FOR FAILURE TO PERFORM THE DUE OBLIGATIONS
1. If Relevant Directors and senior management of the Company, after the announcement of the plans to increase shareholding, fail to put such plans into practice due to subjective reasons, the Company will be entitled to temporarily withhold the corresponding amount of

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APPENDIX IV	A SHARE PRICE STABILIZATION PLAN WITHIN THE THREE YEARS
	AFTER THE INITIAL PUBLIC OFFERING OF RENMINBI ORDINARY SHARES (A SHARES)
	AND LISTING ON GEM OF DONGFENG MOTOR GROUP COMPANY LIMITED

remuneration payable to Relevant Directors and senior management (i.e. 10% of the monthly pay (after tax) of relevant persons shall be deducted from the month in which they fail to perform their obligation of increasing shareholdings until the deducted amount adds up to 10% of the total amount of remuneration (after tax) obtained by them from the Company in the last financial year in which they should perform the obligation of stabilizing share price) until Relevant Directors and senior management perform their obligation of increasing shareholdings.

If the Company, Relevant Directors and senior management are unable to perform their obligations to increase shareholding or repurchase shares in a certain period due to the provisions on minimum shareholding ratio of general public shareholders in the listing rules of the place where the Company's shares are listed and other securities regulatory regulations, relevant responsible bodies may be exempted from the aforesaid restrictive measures, but shall actively take other measures to stabilize share price.

IV. OTHER PROVISIONS

During the validity period of the proposal, the Company's newly appointed Relevant Directors and senior management shall fulfill the duties stipulated by the proposal for Relevant Directors and senior management as well as fulfill other undertakings made by and duties stipulated for the Company's Relevant Directors and senior management at the time of the A Share Offering of the Company in accordance with the same standard. Relevant Directors and senior management that the Company proposes to appoint shall agree to fulfill the above-mentioned undertakings and duties in writing before being nominated.

If relevant laws, administrative regulations, departmental rules and normative documents (including the listing rules of the place where the Company's shares are listed) specify otherwise during the implementation of the proposal, the Company shall follow relevant stipulations.

During the validity period of the proposal, if the proposal needs to be amended to meet the relevant changes of laws, administrative regulations, departmental rules, normative documents, relevant policies or the comments of domestic and overseas regulatory authorities, and the actual situation of the Offering and Listing, the shareholders' general meeting of the Company authorizes the board of directors (which will authorize the chairman of the Board) to amend the proposal accordingly.

VALIDITY PERIOD OF THE PROPOSAL
The Proposal, subject to consideration and approval by the EGM, Domestic Shareholders Class Meeting and H Shareholders Class Meeting of the Company, will automatically take effect upon completion of the Offering and Listing and be valid for the three years thereafter.

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APPENDIX V	TABLE OF COMPARISON FOR AMENDMENTS
		TO ARTICLES OF ASSOCIATION


No.	Article	Content of Original Article	Content of New Article

1.	New Article 1	No relevant content in the original Articles.	In order to protect the legitimate rights and interests of Dongfeng Motor
			Group Company Limited (the "Company") and shareholders and creditors
			thereof and regulate the organization and behavior of the Company, these
			Articles of Association of Dongfeng Motor Group Company Limited (the
			"Articles of Association") are formulated pursuant to the Company Law
			of the People's Republic of China (the "Company Law"), the Securities
			Law of the People's Republic of China (the "Securities Law"), the State
			Council's Special Regulations Regarding the Issue of Shares Overseas
			and the Listing of Shares Overseas by Companies Limited by Shares
			(the "Special Regulations"), the Mandatory Provisions for the Articles
			of Association of Companies to Be Listed Overseas (the "Mandatory
			Provisions"), the Letter on the Opinion Regarding the Supplemental
			Amendments to the Articles of Association of Companies to Be Listed in
			Hong Kong, the Rules Governing the Listing of Securities on The Stock
			Exchange of Hong Kong Limited, the Measures for the Registration
			and Administration of the Initial Public Offering of Shares on the GEM
			Market (Trial), the Rules Governing the Listing of Shares on the GEM
			Market of Shenzhen Stock Exchange, the Guidelines for the Articles of
			Association of Listed Companies, the Code of Corporate Governance for
			Listed Companies and other relevant laws and regulations of China.

2.	Article 2	Dongfeng Motor Group Company Limited (the	The Company is a joint stock limited company established in accordance
	(Original Article 1)	"Company") is a joint stock limited company established	with the Company Law, the Securities Law, the Special Regulations and
		in accordance with the Company Law of the People's	other relevant laws and regulations of China.
		Republic of China (the "Company Law"), the State
		Council's Special Regulations Regarding the Issue of	⋯⋯
		Shares Overseas and the Listing of Shares Overseas by
		Companies Limited by Shares (the "Special Regulations")	The Company's unified social credit code is: 914200007581510645.
		and other relevant laws and regulations of China.
			⋯⋯
		⋯⋯
		The Company's business license number is:
		1000001003922.
		⋯⋯

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APPENDIX V	TABLE OF COMPARISON FOR AMENDMENTS
		TO ARTICLES OF ASSOCIATION


No.	Article	Content of Original Article	Content of New Article

3.	Article 4	⋯⋯	⋯⋯
	(Original Article 3)
		Tel No.: 027-84285000	These two paragraphs have been deleted.
		Fax No.: 027-84285007

4.	Original Article 6	Pursuant to the Company Law, Special Regulations,	This article has been deleted.
		Mandatory Provisions for Companies Listing Overseas
		(the "Mandatory Provisions") and other relevant laws and
		regulations of the PRC, a general meeting of the Company
		was held on 14 October 2004 to amend the original articles
		of association of the Company (the "Original Articles of
		Association") and adopt these articles of association (the
		"Articles of Association" or the "Articles").

5.	Article 7	The Original Articles of Association was registered with	These articles of association shall come into force from the date on which
		State Administration Bureau of Industry and Commerce	the Company completes the initial public offering and listing of A shares
		and took effect from the establishment date of the	on the GEM Market of the Shenzhen Stock Exchange. After the Articles
		Company.	of the Company come into effect, the original Articles of Association shall
			be superseded by the Articles of the Company.
		These Articles of Association shall take effect after being
		adopted by a special resolution at the Company's general
		meeting and being approved by the SASAC. After these
		Articles of Association come into effect, the Original
		Articles of Association shall be superseded by these
		Articles of Association.

6.	Article 10	⋯⋯	⋯⋯
		Upon approval by SASAC, the Company may operate as	This paragraph has been deleted.
		a holding company in accordance with Regulation 2 of
		Section 12 of the Company Law.

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APPENDIX V	TABLE OF COMPARISON FOR AMENDMENTS
		TO ARTICLES OF ASSOCIATION


No.	Article	Content of Original Article	Content of New Article

7.	Article 15	The scopes of business of the Company include:	The scopes of business of the Company include: investments in auto
		investments in auto industry; development, design,	industry; development, design, manufacturing and sales, auto parts,
		manufacturing and sales and import and export of	machines, metal parts, motor, powder metallurgy, tools and moulds;
		vehicles, auto parts, machines, metal parts, motor, powder	technical consultation, technical services, information services and after-
		metallurgy, tools and moulds; technical consultation,	sale services in relation to the operations of the Company, and import and
		technical services, information services and after-sale	export of vehicles. (Items subject to prior approvals according to laws
		services in relation to the operations of the Company.	and regulations can only be operated upon obtaining approvals from the
			relevant authorities.)

8.	Article 17	⋯⋯	There must, at all times, be ordinary shares in the Company, which
			include "Domestic Shares" and "Foreign Shares". Subject to the approval
			of registration and performance of relevant procedures by the approving
			department authorized by the State Council, the Company may, according
			to its requirements, create different classes of shares.
			The Company shall issue shares in an open, fair and just manner, and each
			share of the same class shall have equal rights. All shares of the same
			class issued at the same time shall be issued under the same conditions and
			at the same price; the same price shall be paid for each share subscribed
			by any entities or individuals.

9.	Article 18	The shares issued by the Company shall have a par value	The shares of the Company shall take the form of share certificates. All
		of RMB1 per share.	the shares issued by the Company shall have a par value of RMB1 for
			each.
		⋯⋯
			⋯⋯

10.	Article 19	Subject to the approval of the securities regulatory	The Company may issue shares to domestic investors and overseas
		authorities of the State Council, the Company may issue	investors upon the performance of the relevant procedures of the securities
		shares to domestic investors and overseas investors.	authorities of the State Council or departments authorized by the State
		⋯⋯	Council.

11.	Article 20	Shares issued by the Company to domestic investors for	Shares issued by the Company to domestic investors and other eligible
		subscription in RMB shall be referred to as "domestic	investors for subscription in RMB shall be referred to as "domestic
		shares". Shares issued by the Company to foreign investors	shares". Domestic shares listed on the domestic market shall be referred
		for subscription in foreign currencies shall be referred to	to as "Domestic listed shares". Shares issued by the Company to foreign
		as "foreign shares". Foreign shares listed overseas shall be	investors and other eligible investors for subscription in foreign currencies
		referred to as "overseas listed foreign shares". Holders of	shall be referred to as "foreign shares". Foreign shares listed overseas
		domestic shares and overseas-listed foreign shares are both	shall be referred to as "overseas listed foreign shares". Holders of
		holders of ordinary shares and have the same obligations	Domestic listed shares and overseas-listed foreign shares are both holders
		and rights.	of ordinary shares and have the same obligations and rights.

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		TO ARTICLES OF ASSOCIATION


No.	Article	Content of Original Article	Content of New Article

12.	Article 23	The Company has issued a total of 8,616,120,000 ordinary	As approved by the CSRC with the Reply Regarding the Approval for
		shares, comprising 5,760,388,000 domestic shares	the Issue of overseas listed foreign shares by Dongfeng Motor Group
		(66.86%) and 2,855,732,000 overseas listed foreign shares	Company Limited (Zheng Jian Guo He [2004] No. 42), the Company
		(33.14%).	conducted initial public offering of 2,855,732,000 overseas listed foreign
			investment ordinary shares to overseas investors, which have been listed
			on the Main Board of the Hong Kong Stock Exchange since 2005. The
			share capital structure of the Company comprises 8,616,120,000 ordinary
			shares, of which 5,760,388,000 shares are domestic shares, accounting
			for approximately 66.86% and 2,855,732,000 shares are overseas listed
			foreign shares, accounting for approximately 33.14%.
			Upon the review by the Shenzhen Stock Exchange and the registration
			with the CSRC, the Company conducted initial public offering of [•]
			shares listed on the domestic market to the public on [•], which have been
			listed on the Shenzhen Stock Exchange since [•]. Upon the completion of
			such issuances, the total share capital of the Company are [•] shares, and
			the share capital structure of the Company comprises [•] ordinary shares,
			of which [•] shares are held by the shareholders of domestic shares listed
			on the domestic market, accounting for approximately [•]% and [•] shares
			are held by the shareholders of overseas listed foreign shares, accounting
			for approximately [•]%.

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APPENDIX V	TABLE OF COMPARISON FOR AMENDMENTS
		TO ARTICLES OF ASSOCIATION


No.	Article	Content of Original Article	Content of New Article

13.	Article 24	The board of directors of the Company may issue overseas	The board of directors of the Company may issue overseas listed foreign
		listed foreign shares and domestic shares after proposals	shares and domestic listed shares after proposals for issuance of the same
		for issuance of the same have been approved by the	have been approved.
		securities authority of the State Council.
			The Company may implement its proposal to issue overseas listed foreign
		The Company may implement its proposal to issue	shares and domestic shares pursuant to the preceding paragraph within
		overseas listed foreign shares and Domestic Shares	fifteen months from the date of relevant procedures by the China securities
		pursuant to the preceding paragraph within fifteen	regulatory authorities of the State Council or departments authorized by
		months from the date of approval by the China securities	the State Council. If the matter above mentioned is otherwise required
		regulatory authorities of the State Council.	under the approval or registration documents issued by the securities
			regulatory authority of the State Council, such provisions shall prevail.

14.	Article 25	Overseas listed foreign shares and domestic shares are	Overseas listed foreign shares and domestic listed shares are issued
		issued respectively within the total number of shares	respectively within the total number of shares specified in the issuance
		specified in the issuance proposal, such shares shall	proposal, such shares shall be subscribed at one time; no subscribed at one
		be subscribed at one time; no subscribed at one time	time under specific circumstances, and it shall be issued in stage subject
		under specific circumstances, and it shall be issued in	to the approval of the securities regulatory authority of the State Council
		stage subject to the approval of the securities regulatory	or department authorized by the State Council.
		authority of the State Council.

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APPENDIX V	TABLE OF COMPARISON FOR AMENDMENTS
		TO ARTICLES OF ASSOCIATION


No.	Article	Content of Original Article		Content of New Article

15.	Original Article 26	The registered capital of the Company after the issue of	This article has been deleted.
		overseas listed foreign shares according to Article 23 and
		after the full exercise of overallotment option shall not
		exceed RMB8.3 billion and RMB8.7 billion respectively.
		Upon completion of the aforesaid issue, the Company shall
		register the change of registered capital with the State
		Administration for Industry and Commerce of China based
		on the Capital Verification Report of the Certified Public
		Accountant, and report to the relevant state departments
		for filing.

16.	Article 26	⋯⋯	⋯⋯
	(Original Article 27)
		The Company may increase its capital by:	The Company may increase its capital by:
		(1) public offer of new shares;	(1)	public share offering;
		(2) placing new shares to its existing shareholders;	(2)	non-public share offering;
		(3) allotting bonus shares to its existing shareholders;	(3)	placing new shares to its existing shareholders;
		(4) any other means as permitted by the relevant laws	(4)	allotting bonus shares to its existing shareholders;
		and administrative regulations.
			(5)	capital increase by conversion from common reserve funds;
		⋯⋯
			(6)	any other means as permitted by the relevant laws, administrative
				regulations and relevant regulatory authorities of the state.
			⋯⋯

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		TO ARTICLES OF ASSOCIATION


No.	Article	Content of Original Article	Content of New Article

17.	Original Article 28	Unless otherwise provided in laws and administrative	This article has been deleted.
		regulations, shares of the Company are freely transferable
		and are not subject to any lien.

18.	Article 27	⋯⋯	⋯⋯
	(Original Article 29)
			Any reduction of the Company's registered capital shall be conducted in
			accordance with the procedures stipulated in the Company Law and other
			relevant provisions, as well as provisions of the Company's Articles of
			Association.

19.	Article 29	The Company may⋯⋯ repurchase its issued shares under	The Company may⋯⋯ repurchase its issued shares under the following
	(Original Article 30)	the following circumstances:	circumstances:
		⋯⋯	⋯⋯
			(3) using the shares for employee shares scheme or equity incentives;
		(3) other circumstances as permitted by the laws and
		administrative regulations.	(4) acquiring shares held by shareholders (upon their request) who
			vote against any resolution proposed in any general meeting on the
		Repurchase of issued shares by the Company shall be	merger or split of the Company;
		made in accordance with Article 32 to Article 35.
			(5) converting shares to the listed company bonds issued by the
			Company that can be converted into shares;
			(6) be necessary for the Company to maintain the Company's value and
			shareholders' interests.
			The Company shall not purchase its shares save for the circumstances
			specified above.
			Repurchase of issued shares by the Company shall be made in accordance
			with Article 31 to Article 34. The repurchase of overseas listed foreign
			shares of the Company shall comply with the Rules Governing the Listing
			of Securities on The Stock Exchange of Hong Kong Limited and other
			relevant regulatory requirements of the place where the Company is listed.

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		TO ARTICLES OF ASSOCIATION


No.	Article	Content of Original Article	Content of New Article

20.	Article 30	Subject to approval of the relevant governing authority of	Repurchase of the shares pursuant to item (i), (ii) and (iv) of the first
	(Original Article 32)	the PRC, the Company may repurchase shares in one of	paragraph in Article 29 may be made by the Company in any of the
		the following ways:	following ways:
		(1) making a general offer to all its shareholders for the	(1) making a general offer to all its shareholders for the repurchase of
		repurchase of shares on a pro rata basis;	shares on a pro rata basis;
		(2) repurchasing shares in open market of a stock	(2) repurchasing shares in open market of a stock exchange;
		exchange;
			(3) repurchasing shares by an over-the-counter agreement;
		(3) repurchasing shares by an over-the-counter
		agreement.	(4) any other ways approved by laws, administrative regulations,
			departmental rules, the securities regulatory rules of the place where
			the shares of the Company are listed and by the competent securities
			authorities of the State Council.
			If the Company acquires its own shares under the circumstances described
			in items (3), (5) and (6) of Article 29 of these Articles, it shall conduct
			such buybacks through centralized public transaction.
			The acquisition of its own shares by the Company shall be obliged to
			make information disclosure in accordance with laws, administrative
			regulations, departmental rules and the securities regulatory rules of the
			place where the shares of the Company are listed.

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APPENDIX V	TABLE OF COMPARISON FOR AMENDMENTS
			TO ARTICLES OF ASSOCIATION


No.	Article	Content of Original Article		Content of New Article

21.	New Article 32	No relevant content in the original Articles.		Where the Company acquires its own shares due to the reason as set out in
				item (1) or (2) of the first paragraph of Article 29 of the Articles, it shall
				be resolved at a general meeting of shareholders. Where the Company
				acquires its own shares due to the reason as set out in item (3), (5) or (6)
				of the first paragraph of Article 29 of the Articles, the matter shall be
				resolved at a board meeting with the presence of more than two thirds
				of the directors in accordance with the requirements of the Articles of
				Association or the delegation by the general meeting.
				Where the Company acquires its own shares due to the reason as set out in
				item (1) of the first paragraph of Article 29 of the Articles, it shall cancel
				such shares within 10 days from the date of the acquisition. Where the
				Company acquires its own shares due to the reason as set out in item (2) or
				item (4) of the first paragraph of Article 29 of the Articles, it shall transfer
				or cancel such shares within six months. Where the Company acquires its
				own shares due to the reason as set out in item (3), (5) or (6) of the first
				paragraph of Article 29 of the Articles, the total number of its shares held
				by the Company shall not exceed 10% of its total issued shares, and such
				shares shall be transferred or cancelled within three years.
				Where the relevant laws, administrative regulations, departmental rules,
				other regulatory files and securities regulatory authorities of the place
				where the Company's shares are listed have other requirements on the
				relevant matters involved in the aforementioned share repurchase, the
				provisions shall prevail.

22.	New Article 35	No relevant content in the original Articles.		Unless otherwise provided by laws and administrative regulations, shares
				of the Company are freely transferable and free from all liens.

23.	New Article 36	This article is moved from Article 46 of the original Articles.

24.	New Article 37	No relevant content in the original Articles.		The Company shall not accept its shares as the subject of a pledge.

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			TO ARTICLES OF ASSOCIATION


No.	Article	Content of Original Article		Content of New Article

25.	New Article 38	No relevant content in the original Articles.		The directors, supervisors and senior management of the Company shall
				report to the Company the shares held by them and the changes thereof.
				The shares of the Company held by the aforesaid persons shall not be
				transferred within one year from the date when the shares of the Company
				are listed and traded in a stock exchange. During the term of their office,
				the shares transferred by any of them each year shall not exceed 25% of
				the total shares of the Company that he/she holds. If any of the aforesaid
				persons leaves from his post, he/she shall not transfer the shares of the
				Company that he/she holds within six months from such departure.
				Where the relevant laws, administrative regulations, departmental rules,
				other regulatory files and securities regulatory authorities of the place
				where the Company's shares are listed have other requirements on the
				relevant matters involved in the aforementioned share transfer, the
				provisions shall prevail.

26.	New Article 39	No relevant content in the original Articles.		If a director, supervisor or senior management of the Company, or a holder
				of domestic shares holding more than 5% of the shares of the Company
				sells the shares of the Company or other securities with an equity nature
				within six months after buying those shares, or buys the shares within
				six months after selling those shares, all the gains arising thereof shall
				belong to the Company, and the Board of the Company shall collect such
				gains and make timely disclosure of the relevant circumstances. But if a
				securities company underwrites unsold shares, thereby holding more than
				5% of the shares, the sale of these shares shall not be subject to the said
				six-month restriction.
				The shares or other securities with the nature of equity held by directors,
				supervisors, senior management and natural person shareholders
				mentioned in the preceding paragraph include shares or other securities
				with the nature of equity held by their spouses, parents, children, and
				through others' accounts.
				If the Company's Board does not execute in compliance with the
				preceding paragraph, the shareholders can request the Board to do so
				within 30 days. If the Company's Board does not execute within the
				aforesaid period, the shareholders are entitled to commence litigations
				in the people's court directly in their own names for the interest of the
				Company.
				If the Company's Board does not execute in compliance with the first
				paragraph of the Article, the director(s) liable shall assume joint and
				several responsibilities pursuant to laws.

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No.	Article	Content of Original Article	Content of New Article

27.	Article 40	The Company and its subsidiaries shall not, at any time,	The Company or its subsidiaries (including its affiliates) shall not at any
	(Original Article 36)	provide any form of financial assistance to a person for	time or in any form provide any financial assistance to purchasers or
		the acquisition or proposed acquisition of shares in the	potential purchasers of the Company's shares.
		Company.
			⋯⋯
		⋯⋯

28.	Article 46	The Company shall keep a register of shareholders which	The Company shall establish a register of shareholders in accordance
	(Original Article 42)	shall contain the following particulars:	with certificates from the share registrar, and shall register therein the
			following particulars:
		⋯⋯
			⋯⋯

29.	Article 49	⋯⋯	⋯⋯
	(Original Article 45)
		Fully paid-up overseas listed foreign shares listed in Hong	This paragraph has been deleted.
		Kong shall be freely transferable in accordance with these
		Articles. However, the board of directors may refuse to	⋯⋯
		recognize any instrument of transfer without providing any
		reason, unless:
		(1) A fee as required by the Hong Kong Stock Exchange
		or such higher amount as agreed from time to time
		by the Hong Kong Stock Exchange has been paid for
		registration of the instrument of transfer and other
		documents relating to or which will affect the right
		of ownership of the shares;

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No.	Article	Content of Original Article	Content of New Article

	(2)	The instrument of transfer only relates to the
		overseas listed foreign shares listed in Hong Kong;
	(3)	The stamp duty which is chargeable on the
		instrument of transfer has been paid;
	(4)	The relevant share certificate(s) and any other
		evidence which the board of directors may
		reasonably require to show the right of the transferor
		to transfer the shares have been provided;
	(5)	If the shares are intended to be transferred to joint
		owners, the number of joint owners shall not be more
		than four (4);
	(6)	The Company does not have any lien on the relevant
		shares.

The transfer of overseas listed foreign shares in the Company listed in Hong Kong shall be carried out in writing on regular or standard instruments of transfer or on a form acceptable to the board of directors. Such transfer instrument can be signed by hand or, if the transferor or transferee is a securities clearing house recognized by the law of Hong Kong (the "recognized securities clearing house") or its representative, the transfer instrument can also be signed in printed mechanical form. All transfer instruments shall be maintained in the legal address of the Company or any other place the board of directors may designate from time to time.

⋯⋯

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No.	Article	Content of Original Article	Content of New Article

30.	Article 58	The ordinary shareholders of the Company shall enjoy the	The ordinary shareholders of the Company shall enjoy the following
	(Original Article 54)	following rights:	rights:
		⋯⋯	⋯⋯
		(2) the right to attend or appoint a proxy to attend and	(2) the right to require, convene, hold, attend or appoint a proxy to
		vote at shareholders' general meetings;	attend any general meeting and to exercise the voting right in
			accordance with laws and regulations and the Articles of Association;
		⋯⋯
			⋯⋯
		(4) the right to transfer shares in accordance with laws,
		administrative regulations and provisions of these	(4) the right to transfer, donate or pledge shares in his/her/its possession
		Articles of Association;	in accordance with the laws, administrative regulations, securities
			regulatory rules of the place where the shares of the Company are
		⋯⋯	listed and the Articles of Association;
		(v) minutes of shareholders' general meetings.	⋯⋯
		⋯⋯	(v) the counterfoils of corporate bonds, minutes of shareholders' general
			meetings, resolutions of the Board of Directors, resolutions of the
			Supervisory Committee as well as financial and accounting reports.
			⋯⋯
			(7) the right to require the Company to acquire their shares in the event
			of objection to the resolutions of the general meeting concerning the
			merger or division.
			⋯⋯
			Where the shareholders require to consult the relevant information set out
			in the above paragraph or request such information, they shall provide
			written documents evidencing the category and number of shares they hold
			in the Company, and the Company shall provide after such shareholders
			are verified.
			⋯⋯

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No.	Article	Content of Original Article		Content of New Article

31.	New Article 59	No relevant content in the original Articles.		If the contents of a shareholders' resolution or a Board resolution is in
				violation of the laws and administrative regulations, the shareholders shall
				have the right to request the People's Court to invalidate such resolution.
				If the meeting convening procedures and voting methods adopted at
				a general meeting or Board meeting are in violation of the laws and
				administrative regulations or the Articles of Association, or if the
				contents of the resolution at such meeting are in breach of the Articles of
				Association, the shareholders shall have the right to request the People's
				Court to revoke the resolution within 60 days from the date of that
				resolution.

32.	New Article 60	No relevant content in the original Articles.		If a director or senior executive breaches the law, administrative regulation
				or the Articles of Association in the course of carrying out his/her duties
				for the Company and incur losses to the Company, shareholders who
				individually or together with others hold 1% or more of the Company's
				shares for more than 180 days continuously shall have right to request in
				writing the Supervisory Committee to initiate litigation at the People's
				Court. If the Supervisory Committee breaches the law, administrative
				regulations or the Articles of Association when carrying out its duties for
				the Company, and incurs losses to the Company, the shareholders can
				request in writing the Board to initiate litigation at the People's Court.
				If the Supervisory Committee or the Board refuse to initiate litigation after
				receiving the shareholders' written request under the preceding paragraph,
				or does not initiate litigation within 30 days of receiving the request, or if
				the situation is so urgent that the Company will suffer irrevocable losses
				without an immediate litigation, the shareholder under the preceding
				paragraph can initiate litigation directly at the People's Court in his/her
				own name for the interests of the Company.
				If any person intervenes with the legal interests of the Company, resulting
				in losses suffered by the Company, a shareholder under the first paragraph
				of this Article can initiate litigation at the People's Court in accordance
				with the two preceding paragraphs.

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No.	Article	Content of Original Article	Content of New Article

33.	New Article 61	No relevant content in the original Articles.	If a director or senior executive breaches the law, administrative
			regulation, or the Articles of Association and damages shareholders'
			interests, the shareholders can initiate litigation at the People's Court.

34.	Article 62	The ordinary shareholders of the Company shall assume	The ordinary shareholders of the Company shall assume the following
	(Original Article 55)	the following obligations:	obligations
		(1) to comply with these Articles of Association;	(1) to comply with the laws, administrative regulations and the Articles
			of Association;

⋯⋯

(3) not to exit shares unless in the circumstances stipulated by laws and regulations;

(4) not to abuse the shareholders' rights to damage the interests of the Company or other shareholders or the independent legal person status of the Company or shareholders' limited liability to damage the interests of the creditors of the Company; if any shareholder of the Company abuses his/her shareholder's right, thereby incurring any loss to the Company or other shareholders, the said shareholder shall be liable for compensation according to law. If any shareholder of the Company evades the payment of debts by misusing the independent legal person status of the Company or shareholders' limited liability, thereby seriously harming the interests of the creditors of the Company, the said shareholder shall bear joint liability for such debts of the Company;

⋯⋯

If any shareholder holding more than 5% voting shares of the Company pledges the said voting shares, the said shareholder shall submit a written report to the Company on the date on which the said pledge is executed.

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No.	Article		Content of Original Article		Content of New Article

35.	Article 63	⋯⋯			The controlling shareholders of the Company shall not use the connected
	(Original Article 56)				relations to damage the interests of the Company; otherwise, they shall
					make compensation for the loss incurred to the Company. The controlling
					shareholders of the Company shall be honest to the Company and general
					public shareholders of the Company. The controlling shareholders shall
					duly exercise contributors' rights according to law, shall not damage
					the legitimate rights and interests of the Company and general public
					shareholders by such means as profit distribution, asset reorganization,
					external investment, fund appropriation and loan guarantee and shall not
					abuse its controlling status to damage the interests of the Company and
					general public shareholders.
					⋯⋯

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No.	Article	Content of Original Article		Content of New Article

36.	Article 66	The shareholders' general meeting shall have the powers:	The shareholders' general meeting shall have the powers:
	(Original Article 59)		⋯⋯
		⋯⋯

		(2) to elect and remove directors and to decide on	(2)	to elect and replace directors who are not the employee
		matters relating to the remuneration of directors;		representative and to decide on matters relating to remuneration of
			the directors;

		(3) to elect and remove supervisors who represent the	(3)	to elect and replace supervisors who are not the employee
		shareholders and to decide on matters relating to the		representative and to decide on matters relating to remuneration of
		remuneration of supervisors;		the supervisors;
		⋯⋯	⋯⋯

		(13) to examine the resolutions proposed by the	(13)	to amend cash dividend policy;
		shareholders who hold 5% or more voting shares of	(14)	to approve the guarantees under Article 67;
		the Company;
			(15)	to examine the resolutions proposed by the shareholders who hold 3%
		(14) other matters which shall be passed at the general		or more of the total voting shares of the Company;
		meeting as prescribed by the laws, administrative
		regulations and Articles of Association.	⋯⋯
		The shareholders' general meeting may delegate its power	(16)	to examine the Company's purchase or disposal of major assets
		to the board of directors to carry out matters on their		within one year exceeding 30% of the latest audited total assets of
			the Company;
		behalf.

			(17)	to examine and approve any changes to the use of proceeds; The plan
				to use Over-raised Proceeds of up to RMB50 million and to reach
				more than 10% of the total amount of Over-raised Proceeds; and any
				use of Over-raised Proceeds to repay a bank loan or permanently
				supplement working capital.
			(18)	to review share incentive plans;
			⋯⋯
			(19)	other matters which shall be passed at the general meeting
			as prescribed by the laws, administrative regulations, the securities
			regulatory rules of the place where the shares of the Company are listed
			and Articles of Association.

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No.	Article	Content of Original Article		Content of New Article

				The shareholders' general meeting shall consider and review the above
				matters in accordance with the provisions of Article 103 and Article 104
				of the articles of association of the Company. The shareholders' general
				meeting may delegate its power to the board of directors to carry out
				matters on their behalf. An authorization to the Board by general meeting
				in relation to matters to be decided by ordinary resolutions shall be passed
				by shareholders (including their proxies) representing more than half of
				the voting rights present at the general meeting; an authorization to the
				Board in relation to matters to be decided by special resolutions shall be
				passed by shareholders (including their proxies) representing more than
				two-thirds of the voting rights present at the general meeting. The contents
				of the authorization shall be clear and specific.

37.	New Article 67	No relevant content in the original Articles.		The Company shall not provide guarantee to external parties without the
				approval of the board or the general meeting. External guarantees shall
				be approved by the general meeting and must be reviewed and approved
				by the board before being submitted to the general meeting for approval.
				The following external guarantees of the Company must be reviewed and
				passed at the general meeting:
				(1) any subsequent guarantee in addition to the aggregate of all external
				guarantees provided by the Company or its controlled subsidiary
				with a total amount more than 50% of the Company's latest audited
				net assets; The total amount of external guarantees provided by the
				Company and its controlled subsidiaries represents the sum of the
				total amount of corporate guarantees including the guarantees of the
				Company's subsidiaries and the total amount of external guarantees;
				(2) any guarantee fund exceeding 50% of the latest audited net assets
				of the Company and with an absolute amount of more than RMB50
				million;
				(3) any guarantee provided to a party with a gearing ratio in excess of
				70% (the gearing ratio shall be the higher of the data in the audited
				financial statements in most recent year or in the financial statements
				in most recent period of the warrantee)；
				(4) any single guarantee the amount of which exceeds 10% of the latest
				audited net assets;
				(5) any guarantee fund exceeding 30% of the latest audited total assets
				of the Company for a consecutive period of twelve months;

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No.	Article	Content of Original Article		Content of New Article

				(6) any guarantee provided to the related parties (include but not limited
				to shareholders, de facto controllers and their related parties);
				(7) other guarantees which shall be passed at the general meeting as
				prescribed by the laws, administrative regulations and the securities
				regulatory rules of the place where the shares of the Company are
				listed.
				Where the Company provides a guarantee for a wholly-owned subsidiary,
				or a guarantee for a controlled subsidiary, and the other shareholders of
				the controlled subsidiary with an equal proportion of guarantees in the
				provisions of paragraphs (1) to (4) of this Article, shall be exempt from
				the consideration at the general meeting.
				When a guarantee is raised for consideration and discussion at a board
				meeting, it shall be considered and approved by at least two-thirds of
				the directors attending the board meeting. When the guarantee stated in
				preceding paragraph (2) is raised for consideration at the general meeting,
				it shall be approved by at least two-thirds of the voting rights held by the
				shareholders present at the general meeting.

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No.	Article	Content of Original Article	Content of New Article

38.	Article 68	The Company shall not, without the prior approval of	The Company shall not, without the prior approval of special resolution of
	(Original Article 60)	shareholders in general meeting, enter into any contract	shareholders in general meeting, enter into any contract with any person
		with any person (other than a director, supervisor,	(other than a director, supervisor, president and other senior officers)
		president and other senior officers) pursuant to which	pursuant to which such person shall be responsible for the management
		such person shall be responsible for the management and	and administration of the whole or any substantial part of its business,
		administration of the whole or any substantial part of its	except for special circumstances, such as the Company being in crisis.
		business.

39.	Article 69	⋯⋯	⋯⋯
	(Original Article 61)
		The board of directors shall convene an extraordinary	The board of directors shall convene an extraordinary general meeting
		general meeting within two months of the occurrence of	within two months of the occurrence date of any one of the following
		any one of the following events:	events:
		⋯⋯	⋯⋯
		(5) It is proposed by more than two independent	(5) one half or more of the independent directors of the Company agree
		directors.	and propose the holding such a meeting.

40.	New Article 70	No relevant content in the original Articles.	The venue of a general meeting of the Company shall be the domicile
			of the Company or other location specified in the notice of the general
			meeting.
			The general meeting shall have a meeting venue for convening the
			meetings. The Company shall make it convenient for the shareholders
			to attend the general meetings through online voting or otherwise.
			Shareholders so attend the general meetings shall be deemed to be present
			at such meeting.

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No.	Article	Content of Original Article			Content of New Article

41.	New Article 71	No relevant content in the original Articles.		For the purpose of general meeting, the Company shall engage lawyers
				to issue legal opinion on the following matters and make relevant
				announcements:
				(1)	whether the procedures relating to the convening and holding of such
					meeting comply with the requirements under laws, administrative
					regulations and the Articles of Association;
				(2)	whether the qualifications of the attendees and the convener are legal
					and valid;
				(3)	whether the voting procedures of the meeting, the result of voting
					are legal and valid;
				(4)	legal opinions on such other relevant matters upon request by the
					Company.

42.	New Article 72	No relevant content in the original Articles.		The general meeting shall be convened by the Board. The chairman shall
				convene the general meeting on behalf of the Board. When the chairman is
				unable to attend the meeting for any reason, the Board may designate one
				director of the Company to convene the meeting on its behalf.

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No.	Article	Content of Original Article		Content of New Article

43.	New Article 73	No relevant content in the original Articles.		With regard to the proposal by the independent directors on convening
				of an extraordinary general meeting, the board of directors shall, in
				accordance with the requirements under laws, administrative regulations
				and the Articles of Association, respond in writing concerning approval
				or disapproval of the convening within ten days after its receipt of the
				request.
				Where the board of directors approves the convening of the extraordinary
				general meeting, it shall issue the notice thereof within five days after
				the decision has been made by the board of directors; where the board of
				directors disapproves the convening of the extraordinary general meeting,
				it shall explain the reasons and make an announcement.

44.	New Article 74	No relevant content in the original Articles.		The supervisory committee shall be entitled to propose in writing the
				convening of an extraordinary general meeting to the board of directors.
				The board of directors shall, in accordance with the requirements under
				laws, administrative regulations and the Articles of Association, respond
				in writing concerning approval or disapproval of the convening within ten
				days after its receipt of the proposal.
				Where the board of directors approves the convening of the extraordinary
				general meeting, it shall issue the notice thereof within five days after the
				decision has been made by the board of directors. Any alteration to the
				original proposal(s) made in the notice shall obtain the approval from the
				supervisory committee.
				Where the board of directors disapproves the convening of the
				extraordinary general meeting or fails to respond within ten days upon the
				receipt of the proposal, the board of directors shall be deemed to be unable
				or fail to perform its duties on convening of the general meeting, and the
				supervisory committee shall convene and chair the meeting.

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No.	Article	Content of Original Article		Content of New Article

45.	New Article 75	No relevant content in the original Articles.		Shareholder(s) singly or jointly holding no less than 10% of the shares
				of the Company shall have the right to request the board of directors to
				convene an extraordinary general meeting or a class meeting by signing
				one or more counterpart requisition(s) in writing stating the object of the
				meeting. The shareholdings above shall be calculated as at the date of the
				delivery by shareholders of such requisitions. , if it falls on a non-trading
				date, the prior trading date on which such shareholders request to convene
				the meeting in writing The board of directors shall, in accordance with the
				requirements under laws, administrative regulations and the Articles of
				Association, respond in writing concerning approval or disapproval of the
				convening of the extraordinary general meeting within ten days upon its
				receipt of the request.
				Where the board of directors approves the convening of extraordinary
				general meeting, it shall issue the notice thereof within five days after
				the decision has been made by the board of director. Any alteration to
				the original request made in the notice shall obtain the approval from the
				relevant shareholder(s).
				Where the board of directors disapproves the convening of extraordinary
				general meeting or fails to respond within ten days after its receipt of the
				request, such shareholder(s) singly or jointly holding no less than 10%
				of the shares of the Company have the right to propose in writing the
				convening of extraordinary general meeting to the supervisory committee.
				Where the supervisory committee approves the convening of extraordinary
				general meeting, it shall issue the notice thereof within five days after its
				receipt of the request. Any alteration to the original proposal made in the
				notice shall obtain the approval from the relevant shareholder(s).
				Where the supervisory committee fails to issue the notice of general
				meeting within the required time limit, it shall be deemed to fail to
				convene and chair the general meeting, such shareholder(s) singly or
				jointly holding no less than 10% of the shares of the Company for no less
				than 90 consecutive days shall have the right to convene and chair the
				meeting.
				Any reasonable expenses for convening and holding the meeting incurred
				by the requisitionists by reason of the failure of the board of directors
				or the supervisory committee to duly convene a meeting upon the above
				requisition shall be borne by the Company and shall be set off against any
				sums owed to the directors or supervisors in default by the Company.

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No.	Article	Content of Original Article		Content of New Article

46.	New Article 76	No relevant content in the original Articles.		Whenever deciding to convene the general meeting, the supervisory
				committee or shareholders shall notify the Board in writing and apply to
				the China Securities Regulatory Commission's agency in the place where
				the Company is located and the stock exchange for filing.
				Prior to making the announcement of resolutions of general meeting, the
				Shareholders who convene the meeting shall hold no less than 10% of the
				shares of the Company.
				While issuing the notice of general meeting and making the announcement
				of resolutions of general meeting, the Shareholders who convene the
				meeting shall deliver supporting documents to the China Securities
				Regulatory Commission's agency in the place where the Company is
				located and the stock exchange for filing.

47.	New Article 77	No relevant content in the original Articles.		The Board and secretary to the Board shall provide full cooperation for the
				general meeting convened by the supervisory committee or Shareholders
				and the Board shall provide the register of members as of the record date.

48.	New Article 78	No relevant content in the original Articles.		Where the supervisory committee or Shareholders convenes the general
				meeting, all the necessary expenses for the meeting shall be borne by the
				Company.

49.	New Article 79	No relevant content in the original Articles.		The contents of the proposal shall fall within the terms of reference of
				such general meeting, which shall have a clear subject for discussion
				and specific issues for resolution and shall be in compliance with the
				requirements under laws, administrative regulations and the Articles of
				Association.

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No.	Article	Content of Original Article	Content of New Article

50.	Article 81	When the Company convenes a shareholders' annual	When the Company convenes a shareholders' general meeting, the board
	(Original Article 63)	general meeting, shareholder(s) holding 5% or more of the	of directors, the supervisory committee and the shareholder(s) singly or
		total voting shares of the Company shall have the right to	jointly holding 3% or more of the total voting shares of the Company
		propose new motions in writing, and the Company shall	shall have the right to propose new motions in writing, and the Company
		place such proposed motions on the agenda for such annual	shall place such proposed motions on the agenda for such annual general
		general meeting if they are matters falling within the	meeting if they are matters falling within the functions and powers of
		functions and powers of shareholders in general meeting.	shareholders in general meeting.
			Shareholder(s) singly or jointly holding 3% or more of the total voting
			shares of the Company may submit extempore motions in writing to
			the convener 10 days prior to the date of such meeting. The convener
			shall issue a supplementary notice of the general meeting and make an
			announcement of the contents of such extempore motion within two days
			after receipt of the motion.
			Except as provided in the preceding paragraph, the convener may not
			make any changes to the motions set forth in the notice of the general
			meeting or add any new motions once the notice and announcement of the
			general meeting have been issued.
			The general meeting may not vote and pass resolution on motions that are
			not set forth in the notice of the general meeting or that are not consistent
			with Article 79 of the Articles of Association.

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No.	Article	Content of Original Article	Content of New Article

51.	Article 82	A notice of meeting of the shareholders of the Company	A notice of meeting of the shareholders of the Company shall:
	(Original Article 65)	shall:
			⋯⋯
		⋯⋯
			(9) contain the record date for the shareholders who are entitled to
			attend the meeting;
			(10) contain the name and telephone number of the contact person for the
			meeting.
			Any notice and supplementary notice of general meetings shall sufficiently
			and completely disclose all the details of all proposals. If any matter to be
			discussed requires opinions of the Independent Directors, recommendation
			institutions or independent financial advisers, as well as other securities
			service institutions, the relevant opinions shall be disclosed at the latest
			when the notice of the general meeting is issued.
			If the general meeting uses the online or other methods, the voting timing
			and procedures in relation to such online or other methods shall be
			clearly stated in the notice of the general meeting. The voting of a general
			meeting held through online or other means shall not commence before
			3:00 pm on the day before the day on which the on-site general meeting
			is convened, nor after 9:30 am on the day on which the on-site general
			meeting is convened, and shall not end before 3:00 pm on the closing day
			of the on-site general meeting.
			The interval between the record date of general meeting and the date of
			the meeting shall be no more than seven working days. The record date
			shall not be changed once confirmed.

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No.	Article	Content of Original Article	Content of New Article

52.	New Article 83	No relevant content in the original Articles.	Where the election of directors and supervisors are proposed to be
			discussed at a general meeting, the notice of the general meeting shall
			sufficiently disclose the detailed information about the director and
			supervisor candidate(s), including at least the following contents:
			(1) personal information including education background, work
			experience and part-time job;
			(2) whether he/she is connected with the Company or its controlling
			shareholders and de facto controller;
			(3) his/her shareholding in the Company;
			(4) whether he/she has received any penalty from the China Securities
			Regulatory Commission and other relevant governmental authorities
			and any penalty and warning from the stock exchange.
			Each Director or supervisor candidate shall be nominated in a separate
			proposal, and the voting shall be conducted separately.

53.	Article 84	⋯⋯	⋯⋯
	(Original Article 66)
		Announcements mentioned in the previous clause shall be	Announcements mentioned in the previous clause For holders of domestic
			listed shares, such notice shall be published on one or more newspapers
		⋯⋯	designated by the securities regulatory authority of the State Council.
			Once the announcement is made, all holders of domestic listed shares
		within the interval of 45 days to 50 days before the date of	shall be deemed to have received the notice of the relevant general
		the meeting	meeting. The Chinese and English versions of these announcements may
			be published in one leading Chinese newspaper and one leading English
		⋯⋯	newspaper in Hong Kong respectively.
			For overseas listed foreign shareholders, the notice of a general meeting
			may be issued or given by other applicable methods specified in the
			Articles of Association, subject to the laws and regulations of the place
			where the shares of the Company are listed and relevant requirements of
			the Hong Kong Stock Exchange.

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No.	Article	Content of Original Article		Content of New Article

54.	New Article 86	No relevant content in the original Articles.		After the notice of the general meeting is issued, the general meeting shall
				not be postponed or cancelled, and the proposals set out in such notice
				shall not be cancelled without valid reasons. In case of postponement or
				cancellation, the convener shall publish an announcement at least two
				working days before the original date of the general meeting and state the
				relevant reasons.

55.	New Article 87	No relevant content in the original Articles.		The Board of the Company and other conveners shall take necessary
				measures to ensure the good order of the general meeting, take measures
				to deter any act disturbing the meeting, picking quarrels and provoking
				troubles and infringing the legitimate rights and interests of any
				shareholder, and shall report in a timely manner such act to the relevant
				authority for investigation and punishment.

56.	New Article 88	No relevant content in the original Articles.		All ordinary shareholders or their proxies whose names appear on the
				register of members on the record date are entitled to attend the general
				meeting and exercise their voting rights in accordance with the relevant
				laws, regulations and the Articles of Association.
				Shareholders may attend a general meeting in person or appoint a proxy to
				attend and vote on their behalf.
				Individual shareholders attending a general meeting in person shall
				produce their identity cards or other valid proof or evidence of their
				identities or shareholding account voucher, in the case of attendance by
				proxies, the proxies shall produce valid proof of their identities and the
				proxy forms from shareholders.
				Where a shareholder is a legal entity, its legal representative or a proxy
				entrusted by such legal representative shall attend a general meeting.
				In case of attendance by legal representatives, they shall produce their
				identity cards and valid proof of their capacities as legal representatives
				and, in the case of attendance by proxies of such legal representatives,
				such proxies shall produce their identity cards and the letters of
				authorization duly issued by such legal representatives.

- 91 -

APPENDIX V	TABLE OF COMPARISON FOR AMENDMENTS
		TO ARTICLES OF ASSOCIATION


No.	Article	Content of Original Article	Content of New Article

57.	Article 89	⋯⋯	⋯⋯
	(Original Article 68)
			The proxy form to appoint a proxy to attend any general meeting by a
			shareholder shall contain the following:
			(1) the name of the proxy;
			(2) whether such proxy has any voting rights;
			(3) instruction of voting "for", "against" or "abstain" for each resolution
			proposed at any general meeting;
			(4) the date of signing the proxy form and the effective period for such
			appointment;
			(5) the signature (or seal) of the principal. If the principal is a corporate
			shareholder, the seal of the corporate shall be affixed.

58.	Original Article 69	The instrument appointing a proxy shall be in writing	This article has been deleted.
		under the hand of the appointor or his attorney duly
		authorized in writing, or if the appointor is a legal entity,
		either under seal or under the hand of a director or a
		duly authorized executive or attorney. The instrument of
		appointment shall state the number of shares held by the
		appointer represented by the proxy.

59.	Original Article 73	The proxy must provide evidence of his identity when	This article has been deleted.
		attending the meeting. In case of the legal representative
		appointed by a legal person shareholder (other than
		recognized Clearing House), the representative must
		provide his evidence of identity together with the
		notarially certified copy or other certified copy approved
		by the Company of the board or other authority of the
		appointing legal person shareholder.

- 92 -

APPENDIX V	TABLE OF COMPARISON FOR AMENDMENTS
			TO ARTICLES OF ASSOCIATION


No.	Article	Content of Original Article		Content of New Article

60.	New Article 93	No relevant content in the original Articles.		A register of attendees shall be prepared by the Company, which shall
				state items including but not limited to the names of the attendees (or
				names of entities), identity card numbers, residential addresses, the
				number of shares held or voting rights represented and names of the
				proxies(or name of entities).
				The convener and the lawyers engaged by the Company shall verify the
				the validity of the qualifications of the shareholders based on the register
				of shareholders provided by the securities registration and clearing
				authority and shall register the name of the shareholders together with
				the numbers of shares with voting rights in their possession. Before the
				chairman of the meeting declares the number of shareholders and proxies
				present at the meeting as well as the total number of shares with voting
				rights in their possession, registration for the meeting shall be ended.

61.	New Article 94	No relevant content in the original Articles.		When convening a general meeting, all directors, supervisors and the
				secretary to the Board shall attend the meeting in person while the
				president, vice president and other senior management shall attend the
				meeting as non-voting participants.

- 93 -

APPENDIX V	TABLE OF COMPARISON FOR AMENDMENTS
			TO ARTICLES OF ASSOCIATION


No.	Article	Content of Original Article		Content of New Article

62.	New Article 95	No relevant content in the original Articles.		The general meeting shall be chaired by the chairman of the board of
				directors. In the event the chairman of the board of directors is unable
				or fails to perform his duties, half or more of the directors shall chair
				the meeting, and if the deputy chairman is unable or fails to perform his
				duties, a director elected by half or more of the directors shall chair the
				meeting.
				If a general meeting is convened by the supervisory committee itself, the
				chairman of the supervisory committee shall preside over the meeting.
				If the chairman of the supervisory committee is unable to or fails to
				discharge his/her duty, the meeting shall be presided over by a Supervisor
				elected by more than one half of the Supervisors.
				If a general meeting is convened by a shareholder himself or shareholders
				themselves, the meeting shall be presided over by the representative
				selected by the convener(s).
				When a general meeting is held, if the chairman of the meeting violates
				the rules of procedure, making continuance of the general meeting
				impossible, with the consent of shareholders holding more than one half
				of the voting rights present at the meeting, the general meeting may elect a
				person to serve as chairman of the meeting and the meeting shall continue.
				If, for any reason, the shareholders are unable to elect a meeting chairman,
				the shareholder (including his or her proxy) present who holds the greatest
				number of voting shares shall serve as the meeting chairman and preside
				over the meeting.

- 94 -

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DFM - Dongfeng Motor Group Co. Ltd. published this content on 10 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 September 2020 14:04:04 UTC

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