Dongfeng Motor : PROPOSED A SHARE OFFERING PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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)

PROPOSED A SHARE OFFERING

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETING

PROPOSED A SHARE OFFERING

The Board is pleased to announce that, in order to further optimize the Company's corporate governance structure and develop domestic and overseas financing platforms, the Company proposes to apply for initial public offering of Renminbi ordinary shares (A Shares) and listing on the ChiNext Market ("GEM") of the Shenzhen Stock Exchange. The Company has passed the proposals regarding the proposed A Share Offering and relevant authorization matters at the Board meeting held on 27 July 2020 and resolved to submit these proposals to the EGM, Domestic Shareholders' Class Meeting and H Shareholders' Class Meeting for consideration and approval, respectively. The A Share Offering shall be subject to the approvals at the EGM, Domestic Shareholders' Class Meeting and H Shareholders' Class Meeting, as well as the approvals or decisions made by relevant regulatory authorities.

- 1 -

SHAREHOLDERS' APPROVAL AND GENERAL INFORMATION

The Company will convene the EGM, Domestic Shareholders' Class Meeting and H Shareholders' Class Meeting to seek approvals from the Shareholders, the Domestic Shareholders and the H Shareholders respectively in respect of proposals regarding the proposed A Share Offering and relevant authorization matters. A circular containing further information on the proposals regarding the proposed A Share Offering and relevant authorization matters will be despatched by the Company to the Shareholders in due course.

Shareholders and potential investors should be aware that since the A Share Offering is subject to approvals or decisions made by relevant regulatory authorities and may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the securities of the Company. Further announcement(s) will be made to disclose any major updates and developments in respect of the A Share Offering in accordance with the Listing Rules and other applicable laws and regulations. This announcement of the Company is for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

1. PROPOSED A SHARE OFFERING
   In order to further optimize the corporate governance structure and develop domestic and overseas financing platforms, the Company proposes to apply for the the initial public offering of Renminbi ordinary shares (A Shares) and listing on GEM of the Shenzhen Stock Exchange. In order to satisfy the requirements of the A Share Offering and in accordance with the Company Law, the Securities
   Law, the Administrative Measures for the Initial Public Offering of Shares on GEM (Trial) 《( 創 業 板 首 次 公 開 發 行 股 票 註 冊 管 理 辦 法（試 行)》), the
   Opinion of CSRC on Further Promoting the Reform of the New Share Issuance System 《( 中 國 證 監 會 關 於 進 一 步 推 進 新 股 發 行 體 制 改 革 的 意 見》) and other relevant laws, administrative regulations, departmental rules and regulatory documents, the Company has formulated the following plan for the A Share Offering:
   1. Type and nominal value of Shares
   The shares to be issued under the A Share Offering are domestic listed Renminbi ordinary shares (A Shares) with the nominal value of RMB1.00 per share.

- 2 -

1. The number of issuance
   Subject to the regulatory requirements of the place where the Company's A Shares are to be listed such as the minimum issuance ratio, the number of Shares to be issued under the A Share Offering shall not exceed 957,346,666 Renminbi ordinary shares (A Shares), i.e. not exceeding 10% of the total share capital of the Company upon completion of A Share Offering, excluding any shares which may be issued pursuant to the over-allotment option. Subject to compliance with laws, regulations and regulatory requirements, the Company may authorise the lead underwriters to over-sell shares no more than 15% of the underwriting amount at the same issuance price. If any ex-right events, such as bonus shares and conversion of capital reserve into share capital, happen prior to the A Share Offering, the number of A Shares of the Issuance will be adjusted accordingly. The A Share Offering is limited to the issuance of new shares, and there is no transfer of the Company's Shares (existing Shares) held by the existing Shareholders of the Company to investors. The ultimate number of issuance, over-allotment matters and placement ratio will be negotiated by the Board and the sponsoring authorities (lead underwriters) as authorized by the Shareholders' general meeting in accordance with the capital needs of the Company as well as the communications with the regulatory authorities and the actual market conditions upon the Issuance.
2. Target subscribers
   The A Share Offering's target subscribers are natural persons, legal persons and other institutional investors (except those prohibited by the PRC laws, administrative regulations, departmental rules, regulatory documents and other regulatory requirements binding to the Company) holding a securities account at the GEM of the Shenzhen Stock Exchange who are qualified as price inquiry parties under the laws, regulations and requirements by the regulatory authorities.
   If any of the above A Share Offering's target subscriber is a related/ connected person of the Company, the Company will take all reasonable measures to comply with the relevant requirements of the CSRC and other regulatory authorities as well as the listing rules of the places where the Company's shares are listed.

- 3 -

1. Strategic placement
   Subject to compliance with laws, regulations and regulatory and requirements, the Company may implement strategic placement at the time of the A Share Offering in accordance with the Company's needs for business cooperation and financing scale. Certain shares may be placed to investors who meet the requirements of laws and regulations and the Company's development strategy. The specific placement ratio shall be determined by the Board as authorized by the Shareholders' general meeting pursuant to the laws and regulations and market conditions at that time.
2. Issuance method
   The A Share Offering will be conducted through a combination of offline placement to price inquiry parties and online subscriptions at market value, or through other issuance methods recognized by the regulatory authorities.
3. Pricing method
   The price range of the A Share Offering will be determined by making inquiries to price inquiry parties or by other means approved by the PRC laws and regulations and relevant securities regulatory authorities. The ultimate pricing method will be determined by the Board as authorized by the Shareholders' general meeting of the Company in accordance with the PRC laws and regulations and relevant requirements of the regulatory authorities.
4. Use of proceeds
   After deducting the issuance costs, the proceeds to be raised from the A Share Offering and Listing are to be used for (1) new brand high-end new energy passenger vehicles project; (2) new-generation vehicles and forward- looking technological development projects; (3) digitalized platform and service build-up project; (4) replenishing working capital.
   If the amount of actual proceeds raised (net of issuance costs) exceeds the actual amount of funds required for the above mentioned intended use, the excess will be used to supplement the Company's working capital or for the purposes as required by the relevant regulatory authorities. If the actual amount of proceeds raised (net of issuance costs) is insufficient to meet the actual funding required for the intended use as described above, the Company will make up the shortfall by its self-raised funds.
   Prior to receiving the proceeds from the A Share Offering and 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.

- 4 -

1. Place of listing
   The place of listing of A Share Offering will be the Shenzhen Stock Exchange.
2. Valid period of the resolution
   The resolution in relation to the A Share Offering and Listing valid within twelve months from the date of consideration and approval at the EGM, Domestic Shareholders' Class Meeting and H Shareholders' Class Meeting of the Company.

The aforesaid resolution for the A Share Offering will be submitted to the EGM, Domestic Shareholders' Class Meeting and H Shareholders' Class Meeting, respectively, for consideration and approval as special resolution.

In addition, The Board agrees to authorize the chairman of the Board to make necessary adjustments to the plan for the A Share Offering and listing to be submitted to the Shareholders' general meeting for consideration in accordance with the opinions and recommendations of the Hong Kong Stock Exchange and other relevant regulatory authorities prior to the submission of the plan for the A Share Offering and listing to the Shareholders' general meeting for consideration.

1. PROPOSED TO AUTHORIZE THE BOARD OF DIRECTORS AND PERSONS AUTHORISED BY THE BOARD OF DIRECTORS THE DISCRETION TO DEAL WITH THE MATTERS RELATED TO A SHARE OFFERING AND LISTING BY THE EGM AND CLASS SHAREHOLDERS' MEETINGS
   In view of the Company's proposed initial public offering of Renminbi ordinary shares (A Shares) and listing on GEM of the Shenzhen Stock Exchange, in order to meet the capital demand for the sustainable business development of the Company and grasp the capital market window in a timely manner, in accordance with the provisions of domestic laws, regulations, regulatory documents and the Articles of Association, the Board hereby proposes to the EGM and the class Shareholders' meetings to authorize the Board of Directors the discretion to deal with the matters related to the A Share Offering and Listing, including but not limited to:

- 5 -

1. According to the plan for the A Share Offering considered and approved at the EGM and the class Shareholders' meetings, the requirements of domestic and overseas laws, regulations and regulatory documents, and the opinions of domestic and overseas regulatory authorities as well as the market conditions, determining or adjusting the specific plan for the A Share Offering, and taking solely responsibilities for the specific implementation of the plan, including but not limited to, the specific listing segment, issuance time, the number of shares to be issued, pricing method, over-allotment and strategic placement (including placing ratio and target subscribers), and specific allocation proportion of the proceeds for use and other matters related to the A Share Offering; in the event of any changes in the laws, regulations or normative documents related to the A Share Offering, as well as the policies from regulatory authorities related to the A Share Offering, or any changes in market conditions, making adjustments accordingly to the specific plan for the A Share Offering (suspension or termination of the implementation of the offering plan is also referred to as adjustments), except for matters which shall be re-voted at the general meeting and class Shareholders' meetings of the Company in accordance with the relevant laws, regulations, normative documents and the Articles of Association;
2. Based on the plan for the A Share Offering considered and approved at the EGM and the class Shareholders' meetings, in accordance with the requirements of laws, regulations and normative documents as well as the requirements of regulatory authorities (including the comments and feedback on the application for the A Share Offering) and the market conditions and considering the actual progress and priorities of the projects to be funded by the proceeds, adjusting the projects to be funded by the proceeds, determining and making adjustments accordingly to the specific use plan for the proceeds;
3. Drafting, supplementing, amending, signing, delivering, publishing, disclosing, implementing, suspending and terminating any agreements, contracts, announcements, circulars or other documents relating to the A Share Offering, including but not limited to the application report, prospectus, listing documents, sponsorship agreements, underwriting agreements and etc.;
4. Engaging intermediaries in connection with the A Share Offering and signing the engaging or appointment agreement; determining and paying expenses relating to the A Share Offering;

- 6 -

1. In accordance with the A Share Offering plan considered and approved by the EGM and the class Shareholders' meetings, handling application issues for the A Share Offering, including but not limited to the review, registration, filing, approval and consent procedures at the relevant government departments, domestic and overseas regulatory authorities, the Shenzhen Stock Exchange and the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited; determining the special account for the proceeds before the A Share Offering if necessary; making declarations and undertakings related to the A Share Offering and performing necessary, proper or appropriate actions related to the A Share Offering;
2. Making adjustments and amendments to the Articles of Association and other corporate governance documents as drafted or amended by the Company pursuant to domestic and foreign laws, regulations and other normative documents for the purpose of the A Share Offering which have been considered and approved by the EGM and the class Shareholders' meetings, Board of Directors in accordance with any changes in domestic and foreign laws, regulations and other normative documents and the requirements and suggestions of the relevant domestic and overseas governmental entities and regulatory authorities, and the actual situation of the A Share Offering; making corresponding amendments to the Articles of Association with respect to the registered capital and shareholding structure of the Company and handling the modification, filing and registration procedures with the company registration authorities and other relevant governmental departments upon the completion of the A Share Offering, and dealing with matters in relation to application for the listing of A Shares on the Shenzhen Stock Exchange;
3. Handling the approval, filing and change registration procedures for the change of registered capital of the Company at the industry and commerce administration department and other administration departments according to the actual situation of the A Share Offering;
4. Handling other matters relating to the A Share Offering to the extent permitted by laws, regulations, normative documents and the Articles of Association.

- 7 -

Meanwhile, the Board of Directors also proposes that the EGM and the Shareholders' class meetings agree to authorize the Board of Directors, subject to the Board of Directors being granted all authorizations set out in this resolution, except as otherwise provided in the relevant laws, regulations and regulatory documents and the Articles of Association, to delegate the power of exercise of all authorizations set out in this resolution to the chairman of the Board of Directors of the Company.

This authorization is valid for twelve months from the date of being considered and approved at the EGM, the Domestic Shareholders' Class Meeting and the H Shareholders' Class Meeting.

The proposal on proposing the EGM and class Shareholders' meeting to authorize the Board of Directors and persons authorized by the Board of Directors the discretion to the matters related to A Share Offering and Listing will be proposed to the EGM, the Domestic Shareholders' Class Meeting and H Shareholders' Class Meeting as special resolution for consideration and approval.

1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE RULES OF PROCEDURE OF THE GENERAL MEETING
   According to the Official Reply of the State Council regarding Adjusting the

Application of Provisions to Matters Including the Notice Period for Convention

of Shareholders' Meetings by Overseas Listed Companies 《( 國 務 院 關 於 調 整 適 用 在 境 外 上 市 公 司 召 開 股 東 大 會 通 知 期 限 等 事 項 規 定 的 批 覆》),

the Company intends to adjust the notice period of convening the Shareholders' general meeting in accordance with the relevant requirements of the Company Law, and amend the Articles of Association and the Rules of Procedure of the General Meeting. The revised Articles of Association and the Rules of Procedure of the General Meeting shall come into effect from the date after being considered and approved by the Shareholders' general meeting. Details of the proposed amendments to the Articles of Association and the Rules of Procedure of the General Meeting will be set out in the circular to be despatched to Shareholders in relation to such proposals.

The proposals on the amendments to the Articles of Association and the Rules of Procedure of the General Meeting will be submitted to the EGM for consideration and approval, as a special resolution and an ordinary resolution, respectively.

- 8 -

IV. IMPACT OF THE A SHARE OFFERING ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

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 share capital of the Company prior to the completion of the A Share Offering, the shareholding structure of the Company as at the date of this announcement 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 overallotment option		overallotment 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 to A Shares and
to be held by non-public
Shareholders	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 (2)		-	-		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	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

- 9 -

Notes:

1. The issued Domestic Shares will be converted into A Shares immediately following completion of the A Share Offering;
2. The A Shares are expected to be held by independent third parties and will be counted as part of the public float;
3. The sum of equity percentages might not be in line with the total due to rounding.

As of the date of this announcement, 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 date of this announcement, the Company has not entered into or intends to enter into any agreement with any connected persons of the Company in connection with subscription of A Shares.

1. REASONS FOR AND PURPOSE OF THE A SHARE OFFERING
   The Board of Directors is of the view that the A Share Offering can further strengthen the Company's capital, improve its governance structure and help build its domestic and overseas financing platforms, enhance its capital strength and market competitiveness, and continue to improve the Company's technological innovation capabilities and brand image.
   All Directors (including independent non-executive Directors) are of the view that the A Share Offering is in the interest of the Company and the Shareholders as a whole.

- 10 -

VI. EQUITY FUND RAISING 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 date of this announcement.

VII. SHAREHOLDERS' APPROVAL AND GENERAL INFORMATION

The Company will convene EGM, Domestic Shareholders' Class Meeting and H Shareholders' Class Meeting to seek approvals from the Shareholders on the proposed A Share Offering and other relevant proposals. A circular containing details on the proposed A Share Offering and other relevant proposals relating to the A Share Offering will be despatched by the Company to the Shareholders in due course.

Shareholders and potential investors should be aware that the proposed A Share Offering is subject to approvals or decisions made by relevant regulatory authorities and may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the securities of the Company. Further announcement(s) will be made to disclose any major updates and developments in respect of the A Share Offering in accordance with the Listing Rules and other applicable laws and regulations. This announcement is for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

VIII. DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meaning:

"A Share(s)"	ordinary share(s) that are proposed to be issued
	by the Company under the A Share Offering,
	which will be listed on the ChiNext Board of the
	Shenzhen Stock Exchange and traded in RMB

"A Share Offering", "A Share proposed initial public offering in the PRC of not

Offering and Listing", or	more than 957,346,666 A Shares (1,100,947,666
"the Issuance"	A Shares if the over-allotment options are fully
	exercised) by the Company to be listed on the
	ChiNext Board of the Shenzhen Stock Exchange
"Articles of Association"	the Articles of Association of Dongfeng Motor
	Group Company Limited, as amended from time to
	time

- 11 -

"Rules of Procedure of	the Rules of Procedure of the General Meeting
the General Meeting" of Dongfeng Motor Group Company Limited, as
	amended from time to time
"Board" or "Board of	the board of Directors of the Company
Directors"
"Company"	Dongfeng Motor Group Company Limited, a joint
	stock limited liability company incorporated in the
	PRC and whose H Shares are listed on the Hong
	Kong Stock Exchange
"Company Law"	the Company Law of the People's Republic of
	China, as amended, supplemented and otherwise
	modified from time to time
"connected person(s)"	has the meaning as ascribed thereto in the Listing
	Rules
"CSRC"	China Securities Regulatory Commission
"Director(s)"	the director(s) of the Company
"Domestic Share(s)"	issued 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 Domestic Shares
"Domestic Shareholders'	the class meeting of Domestic Shareholders to be
Class Meeting"	held by the Company on the date of the EGM, at
	which the Domestic Shareholders will consider and
	approve the proposed A Share Offering and other
	relevant proposals
"EGM"	the extraordinary general meeting of the Company
	to consider and approve the proposed A Share
	Offering and other relevant proposals
"H Shareholders' Class	the class meeting of H Shareholders to be held by
Meeting"	the Company on the date of the EGM, at which
	the H Shareholders will consider and approve the
	proposed A Share Offering and other relevant
	proposals

- 12 -

"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)
"Hong Kong"	the Hong Kong Special Administrative Region of
	the PRC
"Hong Kong	The Stock Exchange of Hong Kong Limited
Stock Exchange"
"Listing Rules"	the Rules Governing the Listing of Securities on
	The Stock Exchange of Hong Kong Limited, as
	amended, supplemented and otherwise modified
	from time to time
"PRC" or "China"	the People's Republic of China, but for the
	purposes of this announcement only, excluding
	Hong Kong, Macau Special Administrative Region
	and Taiwan
"RMB"	Renminbi, the lawful currency of the PRC
"Securities Law"	the Securities Law of the People's Republic Of
	China, as amended, supplemented and otherwise
	modified from time to time
"Share(s)"	the Domestic Share(s) and H Share(s) of the
	Company
"Shareholder(s)"	holder(s) of the Share(s)
"Supervisor(s)"	supervisor(s) of the Company
	By order of the Board of Directors
	ZHU YANFENG
	Chairman
Wuhan, the PRC, 27 July 2020

As at the date of this announcement, Mr. Zhu Yanfeng, Mr. Li Shaozhu and Mr. You Zheng are the executive Directors of the Company, Mr. Cheng Daoran is the non-executive Director of the Company, and Mr. Ma Zhigeng and Mr. Chen Yunfei are the independent non-executive Directors of the Company.

• For identification purposes only

- 13 -