Dongfeng Motor : FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 25 SEPTEMBER 2020

(NOTE 1)

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)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 25 SEPTEMBER 2020

I/We(Note 2)

of

being the registered holder(s) of(Note 3)

Domestic shares/H shares(Note 4) of RMB1.00 each in the share capital of Dongfeng Motor Group Company Limited (the "Company") HEREBY APPOINT THE CHAIRMAN OF THE MEETING(Note 5) , or

of

as my/our proxy(ies) to attend and act for me/us at the extraordinary general meeting of the Company (the "Extraordinary General Meeting") to be held at 9 a.m. on Friday, 25 September 2020 at Special No. 1 Dongfeng Road, Wuhan Economic and Technology Development Zone, Wuhan, Hubei, the People's Republic of China ("PRC") (and at any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the Extraordinary General Meeting and at the Extraordinary General Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below and, if no such indication is given, as my/our proxy(ies) think(s) fit.

	Special Resolutions	For	Against
1.	To consider and approve the proposal on the plan of the initial public offering of
	Renminbi ordinary Shares (A Shares) and listing on GEM
2.	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
3.	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
4.	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
5.	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
6.	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
7.	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
8.	To consider and approve the proposal on amendments to the Articles of Association
9.	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

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Ordinary Resolutions

For

Against

1. To consider and approve the proposal relating to the formulation of the Administrative System for A Share Connected Transactions
2. To consider and approve the proposal relating to the formulation of the Administrative System for External Guarantees
3. To consider and approve the proposal relating to the formulation of the Administrative System for A Share Proceeds
4. To consider and approve the proposal on the amendments to the Rules of Procedure of the Shareholders General Meeting
5. To consider and approve the proposal on the amendments to the Rules of Procedure of the Meeting of Board of Directors
6. To consider and approve the proposal on the amendments to the Rules of Procedure of the Meeting of Supervisory Committee
7. To consider and approve the proposal relating to the formulation of the Working Rules of Independent Non-executive Directors
8. To consider and approve the proposal on adjusting the work subsidy standard plan for the relevant external Directors
9. To consider and approve the proposal on the election of new session of the Board of Directors:
10. 1. To elect Mr. Zhu Yanfeng as an executive Director of the fifth session of the Board of Directors
    2. To elect Mr. Li Shaozhu as an executive Director of the fifth session of the Board of Directors
    3. To elect Mr. You Zheng as an executive Director of the fifth session of the Board of Directors
    4. To elect Mr. Yang Qing as a non-executive Director of the fifth session of the Board of Directors
    5. To elect Mr. Leung Wai Lap, Philip as an independent non-executive Director of the fifth session of the Board of Directors
    6. To elect Mr. Zong Qingsheng as an independent non-executive Director of the fifth session of the Board of Directors
    7. To elect Mr. Hu Yiguang as an independent non-executive Director of the fifth session of the Board of Directors

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Ordinary Resolutions

For

Against

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

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

Signature(s) (Note 7) :

Date:2020

Notes:

1. IMPORTANT: YOU SHOULD FIRST REVIEW THE NOTICE OF EXTRAORDINARY GENERAL MEETING OF THE COMPANY DATED 10 SEPTEMBER 2020 BEFORE APPOINTING YOUR PROXY.
2. Please insert the full name(s) (in Chinese or English) and address(es) (as shown in the register of members) in BLOCK CAPITALS.
3. Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all shares registered in your name(s).
4. Please strike out the type of shares (domestic shares or H shares) to which this form of proxy does not relate.
5. If any proxy other than the Chairman of the Meeting is preferred, please strike out the words "THE CHAIRMAN OF THE MEETING" and insert the name and address of the proxy desired in the space provided. 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 need not be a shareholder of the Company but must attend the Extraordinary General Meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
6. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK IN THE BOX MARKED "AGAINST". If no direction is given, your proxy may vote at his/her/its discretion. Your proxy will also be entitled to vote at his/her/its discretion on any resolution properly put to the Extraordinary General Meeting other than those referred to in the notice convening the Extraordinary General Meeting.
7. This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of its director(s) or duly authorized attorney(s). If this form of proxy is signed by an attorney of a shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarized.
8. In accordance with the Company's Articles of Association, 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 notice of the Extraordinary General Meeting, to attend and exercise all the voting powers attached to such share at the Extraordinary General Meeting.
9. In order to be valid, this form of proxy together with the power of attorney or other authorization document (if any) must be deposited at the Secretariat of the Board at the Company's principal place of business in the PRC if you are a holder of domestic shares and at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, if you are a holder of H shares not less than 24 hours before the time appointed for the Extraordinary General Meeting (i.e. not later than 9:00 a.m. on Thursday, 24 September 2020) or any adjournment thereof (as the case may be).

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1. 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
   Telephone No.: ([phone]
   Facsimile No.: ([phone]
2. 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, PRC, zip code: 430056
   Telephone No.: ([phone]
   Facsimile No.: ([phone]
3. A shareholder or his/her/its proxy shall produce proof of identity when attending the Extraordinary General Meeting. If a corporate shareholder appoints its legal representative to attend the Extraordinary General Meeting, such legal representative shall produce proof of identity and a copy of the resolution of the board of directors or other governing body of such shareholder appointing such legal representative to attend the Extraordinary General Meeting.
4. References to time and dates in this form of proxy are to Hong Kong times and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing

your request for the appointment of a proxy (or proxies) and your voting instructions for the Extraordinary General Meeting of the Company (the "Purposes"). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Computershare Hong Kong Investor Services Limited at the above address.

• For identification only

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