Dongfeng Motor : Circular of EGM

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Dongfeng Motor Group Company 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 transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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)

RESOLUTIONS ON APPOINTMENT AND RESIGNATION OF

DIRECTORS AND SUPERVISORS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of Dongfeng Motor Group Company Limited to be held at Special No. 1 Dongfeng Road, Economic and Technology Development Zone, Wuhan, Hubei, the People's Republic of China (the "PRC") at 9:00 a.m. on Friday, 29 November 2019, is set out on pages 6 to 8 of this circular. A form of proxy for use at the extraordinary general meeting is enclosed. Whether or not you are able to attend the extraordinary general meeting, please complete the enclosed form of proxy and reply slip in accordance with the instructions printed thereon and return them as soon as practicable, and in any event no later than 24 hours before the time appointed for the holding of the extraordinary general meeting.

14 October 2019

• For identification purposes only

CONTENTS

Page

LETTER FROM THE CHAIRMAN

I.

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

1. Approval of Appointment and Resignation of Supervisor and

Biographical Details of the Candidate for Supervisor . . . . . . . . . . . . . . . . . . . . . . .

2

1. Approval of Appointment and Resignation of Director and

	Biographical Details of the Candidates for Directors. . . . . . . . . . . . . . . . . . . . . . . .	2
IV.	EXTRAORDINARY GENERAL MEETING ("EGM") . . . . . . . . . . . . . . . . . . . . . . .	4
V.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
VI.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
MOTION ON ADDING ONE CANDIDATE FOR EXECUTIVE DIRECTOR
AND NON-EXECUTIVEDIRECTOR RESPECTIVELY . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

- i -

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:
Zhu Yanfeng (Chairman)	Special No. 1 Dongfeng Road
Li Shaozhu	Wuhan Economic and Technology
	Development Zone
Independent Non-Executive Directors:	Wuhan, Hubei 430056
Ma Zhigeng	PRC
Zhang Xiaotie
Chen Yunfei	Principal place of business in Hong Kong:
	Level 54, Hopewell Centre
	183 Queen's Road East
	Hong Kong
Dear Sir/Madam,

RESOLUTIONS ON APPOINTMENT AND RESIGNATION OF

DIRECTORS AND SUPERVISORS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION
   The purposes of the Circular are:
2. 1. to approve the appointment and resignation of directors and supervisors and biographical details of the candidates; and
   2. to give you the Notice of the EGM to consider and, if thought fit, to approve the proposed resolutions.

- 1 -

LETTER FROM THE BOARD

1. APPROVAL OF APPOINTMENT AND RESIGNATION OF SUPERVISOR AND BIOGRAPHICAL DETAILS OF THE CANDIDATE FOR SUPERVISOR
2. 1. 1. ORDINARY RESOLUTIONS
   2. To consider and approve the resignation of Mr. Wen Shuzhong as a supervisor.
   3. To consider and approve the appointment of Mr. He Wei as a supervisor.

Biographical Details of the Candidate for Supervisor

Mr. He Wei, aged 56, an employee supervisor of the Company. Mr. He started his career in 1982. During 2002 and 2004, he participated in the on-the-job learning course in Business Administration of the School of Management, Huazhong University of Science and Technology and obtained a master's degree in Business Administration for Senior Management. He successively served as a committee member and the deputy secretary of Second Automotive Works, the secretary to the secretariat, the deputy section-level secretary and the section-level secretary of the party committee of Second Automotive Works, the head of the production department, deputy secretary and the secretary of the Communist Youth League of Dongfeng Motor. He was the party committee secretary, disciplinary committee secretary, and the general manager of Dongfeng Motor Fastener Co., Ltd., and the deputy general manager, deputy party committee secretary, disciplinary committee secretary, and the chairman of the labour union of the business department of Dongfeng Motor Parts and Components. Mr. He was the party committee secretary, deputy general manager, disciplinary committee secretary, and the chairman of the labour union of the parts and components department of Dongfeng Motor Co., Ltd., the office director (party committee) of DONGFENG MOTOR CORPORATION ("DMC"), the director of the work platform for the military business department of Dongfeng Motor, and the director (cadre) of human resources department of Dongfeng Motor. Mr. He has served as the deputy secretary of the party committee of DMC since August 2016 and the chairman of the labour union of DMC since October 2018.

1. A P P R O V A L O F A P P O I N T M E N T A N D R E S I G N A T I O N O F D I R E C T O R A N D BIOGRAPHICAL DETAILS OF THE CANDIDATES FOR DIRECTORS
   Appointment and Resignation of Director
   Mr. Cao Xinghe, an independent non-executive director of the Company, tendered his resignation as an independent non-executive director of the Company on 9 October 2019 due to health condition.

- 2 -

LETTER FROM THE BOARD

Meanwhile, the Company also received a letter from DMC, the Controlling Shareholder, recommending Mr. You Zheng and Mr. Cheng Daoran to serve as the executive director and non-executive director of the Company, respectively, and advising the Company to elect them as executive director and non-executive director of the Company in accordance with related procedures.

Biographical Details of the Candidates for Directors

Executive Director:

Mr. You Zheng, aged 51, is a senior engineer. Mr. You graduated from Jilin Institute of Technology, majoring in metal materials and welding, and obtained the bachelor of engineering in 1990. Mr. You served in FAW-Volkswagen Automotive Co., Ltd. from 1990 to 2009. Mr. You served as vice head of planning department of China FAW Group Co., Ltd. from April 2009 to July 2015; head of product planning department and project department of China FAW Group Co., Ltd. and assistant to general manager of China FAW Company Limited from July 2015 to May 2018. Mr. You has worked in Dongfeng Motor Corporation (the Controlling Shareholder of the Company) since May 2018, serving as committee member of the communist party and deputy general manager of Dongfeng Motor Corporation.

Non-executive Director:

Mr. Cheng Daoran, aged 59, is a professor-level senior engineer. Mr. Cheng graduated from Zhejiang University, majoring in power engineering of internal combustion engine of the department of thermophysical engineering, and successfully obtained a bachelor's degree in engineering in 1982. Mr. Cheng worked in Liuzhou Automobile Factory from 1982 to 1993; served as head of development department of Liuzhou Automobile Factory from August 1993 to March 1996; assistant director of Dongfeng Liuzhou Automobile Factory from March 1996 to December 1997; deputy general manager and general manager of Dongfeng Liuzhou Automobile Factory from December 1997 to August 2016; vice president of Dongfeng Motor Group Company Limited and deputy secretary of party committee and deputy general manager of Dongfeng Motor Corporation from August 2016 to February 2019. Mr. Cheng has served as director and deputy secretary of party committee of Dongfeng Motor Corporation since February 2019.

In addition, there is no discloseable information of Mr. You Zheng and Mr. Cheng Daoran under Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules, and there are no matters that shall be disclosed therefrom. Save as mentioned above, there are no other matters that shall be informed to the Shareholders of the Company.

- 3 -