Dongfeng Motor : PROPOSED ELECTION OF NEW SESSION OF THE BOARD OF DIRECTORS AND PROPOSED ELECTION OF NEW SESSION OF THE SUPERVISORY COMMITTEE

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 ELECTION OF NEW SESSION

OF THE BOARD OF DIRECTORS

AND

PROPOSED ELECTION OF NEW SESSION

OF THE SUPERVISORY COMMITTEE

1. PROPOSED ELECTION OF NEW SESSION OF THE BOARD OF DIRECTORS
   Due to the term of office ended on the expiry of the term of the fourth session of the Board of Directors, on the Board meeting held on 10 September 2020, the Board has approved the nomination of Mr. Zhu Yanfeng, Mr. Li Shaozhu and Mr. You Zheng as the executive Directors of the fifth session of the Board of Directors, the nomination of Mr. Yang Qing as 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 of the People's Republic of China (the "Company Law") and the Articles of Association of Dongfeng Motor Group Company Limited (the "Articles of Association"). The appointment of the candidates for the members of the Board of Directors shall become effective from the passing date of the Extraordinary General Meeting ("EGM") with a term of three years. The biographical details of the candidates for Directors of the fifth session of the Board are set out in the Appendix I to this announcement.

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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 do not have 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 I to this announcement, 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

1. has not been subject to any punishment by the China Securities Regulatory Commission 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 EGM, 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.

The resolution on the election of new session of the Board of Directors shall be proposed by way of an ordinary resolution to the EGM for consideration and approval.

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Reference is made to the announcement dated 28 August 2020, in relation to, among others, the resignation of Mr. Cheng Daoran, the non-executive Director of the Company, and the proposed appointment of Mr. Yang Qing as the non- executive Director for the fourth session of the Board of the Company (the "Announcement").

As the term of office of the fourth session of the Board of Directors will expire soon, Mr. Cheng Daoran will no longer serve as the Director of the Company from the date of the establishment of the fifth session of the Board of Directors, and the resolution of the resignation of Mr. Cheng Daoran, the non-executive Director, will no longer be proposed to the EGM of the Company for consideration and approval.

In light of the resolution of proposed appointment of Mr. Yang Qing as the non- executive Director of the Company in the Announcement, the term of office of Mr. Yang Qing shall be from the date of consideration and approval at the EGM of the Company to the expiry of the fourth session of the Board of Directors. As the EGM intends to consider and approve the establishment of the fifth session of the Board of Directors; the resolution of the appointment of Mr. Yang Qing as the non-executive Director for the fourth session of the Board of Directors of the Company will no longer be proposed at the EGM of the Company for consideration and approval.

1. PROPOSED ELECTION OF NEW SESSION OF THE SUPERVISORY COMMITTEE
   Due to the term of office ended on the expiry of the term of the fourth session of the Supervisory Committee, on the meeting of the Supervisory Committee held on 10 September 2020, the Supervisory Committee has approved the nomination of Mr. He Wei and Mr. Bao Hongxiang, who are recommended by the relevant shareholders, as the candidate for members of the fifth session of the Supervisory Committee in accordance with the relevant requirements of the Company Law and Articles of Association. The above-named candidates for the non-employee Supervisors and Mr. Zheng Hongyi, the employee Supervisor elected through democratic elections, together constitute the fifth session of the Supervisory Committee of the Company, and shall become effective from the passing date of the Resolution on the Election of New Session of the Supervisory Committee in EGM and the Establishment of the Fifth Session of the Supervisory Committee, with a term of three years. The biographical details of the candidates for Supervisors of the fifth session of the Supervisory Committee are set out in the Appendix II to this announcement.

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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 do not have 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 II to this announcement, the Supervisors and 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 China Securities Regulatory Commission and other competent authorities or censorship by any stock exchanges.

In addition, none of the Supervisors and 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 representative 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 representative Supervisor, will receive annual cash remuneration of RMB120,000 (after tax); Mr. Zheng Hongyi, an employee Supervisor, will not receive remuneration from the Company as Supervisor.

The resolution on the election of new session of the Supervisory Committee will be proposed by way of an ordinary resolution to the EGM for consideration and approval.

By order of the Board of Directors

Chairman

ZHU YANFENG

Wuhan, the PRC, 10 September 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, Mr. Chen Yunfei and Mr. Leung Wai Lap, Philip are the independent non-executive Directors of the Company.

• For identification purposes only

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Appendix I

Biographical Details of Candidates for Election of

the Fifth Session of Board of Directors

Mr. Zhu Yanfeng, born in 1961, is a researcher-level senior engineer. He is currently the executive director, Chairman and Secretary of the Party committee of the Company. Mr. Zhu graduated from Zhejiang University in 1983 with a Bachelor of Engineering degree in Chemical Automation and Instrumentation. From 1999 to 2002, he studied in Harbin University of Technology and obtained the master's degree in Engineering. He has been working in China No.1 Automobile Manufacturing Plant since 1983, acted as general manager of China No.1 Automobile Group Corporation from 1999 to 2007. He was a member of standing committee and executive vice-governor of Jilin provincial Party committee from 2007 to 2012, deputy secretary of Jilin provincial Party committee from 2012 to 2015, Chairman of the Company since May 2015, Chairman and Secretary of the Party committee of Dongfeng Automobile Group Co., Ltd., Dongfeng Automobile Co., Ltd Chairman. Mr. Zhu is an alternate member of the 16th, 17th and 18th CPC Central Committee and a member of the 13th CPPCC Economic Committee.

Mr. Li Shaozhu, born in 1960, is a researcher-level senior engineer. He is currently the executive director and President of the Company. Mr. Li graduated from Tsinghua University in 1983 with a Bachelor of engineering degree in Foundry Technology and Equipment. From 1994 to 1996, he majored in Business Administration of Zhongnan University of Finance and Economics and obtained graduate degree and master's degree in Business Administration. In 2004, he was employed by the Academic Degree Committee of the State Council as a member of the second National Steering Committee of Engineering Master degree education. Since 1983, he has worked in Dongfeng Motor Co., Ltd. and successively served as the chief engineer, factory director and deputy general manager. He has been the executive director of the Company since August 2005 and the president of the Company since August 2016. Mr. Li concurrently served as the director, general manager and Deputy Secretary of the Party committee of Dongfeng Motor Group Co., Ltd., director of Dongfeng Motor Co., Ltd., Chairman of Dongfeng Commercial Vehicle Co., Ltd., Chairman of Dongfeng Honda Motor Co., Ltd., Chairman of Dongfeng Renault Motor Co., Ltd., vice Chairman of the board of supervisors of Peugeot Citroen Group, etc.

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Mr. You Zheng, born in 1968, currently serves as the executive director of the Company. Mr. You graduated from Jilin Institute of Technology in 1990 with a Bachelor of Engineering Degree in Metal Materials and Welding. From 2010 to 2012, he studied in-service in the major of Business Administration for senior managers of Business School of Jilin University and obtained a master's degree in Business Administration. Since 1990, he has been working in an automobile body factory, successively as the head of the manufacturing technology department of First Automobile Works Sedan Company and the director of the second factory of First Automobile Works Volkswagen Sedan Company. From April 2009 to July 2015, he served as deputy director of Planning Department of First Automobile Works. From July 2015 to May 2018, served as the director of product planning and project Department of China First Automobile Group Corporation and the assistant to the general manager of China First Automobile Co., Ltd. Since May 2018, member of the Standing Committee of the Party committee and deputy general manager of Dongfeng Motor Group Co., Ltd. Mr. You is also the general manager of Strategic Planning Department of Dongfeng Motor Group Co., Ltd.

Mr. Yang Qing, born in 1966, is a senior engineer with a bachelor's degree in engineering. He has worked at the second steam piston bearing factory since 1988. He has served successively as the deputy section chief and deputy chief engineer of the inspection department, the director, branch secretary of the Party Committee, the duty officer of the department of the steel pipe ring of the piston bearing factory of Dongfeng Motor Corporation, the deputy general manager of Dongfeng Motor Piston Bearing Co., Ltd., the general manager of Dongfeng Auto Fasteners Co., Ltd., general manager of Dongfeng Axle Co., Ltd., executive deputy general manager of Dongfeng Dana Axle Co., Ltd., deputy general manager of Dongfeng Commercial Vehicle Co., Ltd., general manager of Dongfeng Motor Co., Ltd., general manager of Dongfeng Commercial Vehicle Co., Ltd., deputy president of Dongfeng Motor Group Co., Ltd. And general manager of Dongfeng Commercial Vehicle Co., Ltd., member of the of the Standing Committee of the Party Committee and deputy general manager of Dongfeng Motor Group Co., Ltd. and general manager and secretary of the Party Committee of Dongfeng Commercial Vehicle Co., Ltd., and director and deputy secretary of the Party Committee of Dongfeng Motor Group Co., Ltd.

Mr. Leung Wai Lap, Philip ("Mr. Leung"), born in 1959, is currently an independent non-executive director of the Company, is a certificated public accountant of the Hong Kong Institute of Certified Accountants and a senior member of the Association of Chartered Certified Accountants. Mr. Leung graduated from the Hong Kong Polytechnic College (currently Hong Kong Polytechnic University) in 1982, joined Ernst & Young in the same year, became a partner in 1994, and retired in June 2020. From 1994 to 2019, Mr. Leung served the business management partner of Ernst & Young Greater China, the managing partner of Ernst & Young Central China region, the managing partner of Ernst & Young Shanghai branch, the managing partner of the listing service of Ernst & Young Greater China and the managing partner of the listing service of Ernst & Young East District. Mr. Leung has extensive experience in corporate restructuring and listing.

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Before Mr. Leung's retirement on June 2020, he was the business management partner of Ernst & Young Greater China. According to Rule 3.13(3) of the Listing Rules, if within two years immediately prior to the date of his appointment as an independent non-executive director, he was a partner of professional adviser which is providing services to subsidiaries of the Company, independence of the director would more likely to be questioned. After assessments of the Board of Directors, in their opinion that although Mr. Leung was a partner of Ernst & Young, which had only provided professional services to one of the non-wholly owned subsidiaries of the Company, and Mr. Leung did not involve in participating such services; in addition, Ernst & Young is not the auditor of the Company and could not access the accounting records of the Company and most of the subsidiaries of the Company, therefore, unanimously agreed the independency of Mr. Leung. Apart from the abovementioned matters, Mr. Leung meets the independent guideline stated in Rule 3.13 of the Listing Rules, and that independent confirmation had been sent to the Hong Kong Exchanges and Clearing Limited.

Mr. Zong Qingsheng, born in 1959, graduated from Nanjing University with a bachelor's degree of Arts in Chinese, then obtained a master's degree of business administration from HEC Paris. Mr. Zong is a senior international business engineer. He successively served as director of department of personnel, education and labor organization division and director of labor and wage division of personnel department of the Ministry of Foreign Trade and Economic Cooperation, director of President Office of China National Metals and Minerals Import and Export Corporation (中國五 金 礦 產 進 出 口 總 公 司), general manager of Minmetals Investment & Development Co. Ltd. ( 五 礦 投 資 發 展 有 限 責 任 公 司), general manager of investment management department of China Minmetals Corporation ( 中 國 五 礦 集 團 公 司), the assistant to president of China Minmetals Corporation, and the general manager of Human Resources department of China Minmetals Corporation, etc. From November 2016 to November 2019, He has served as the secretary to the board of directors and assistant to president of China Minmetals Corporation, whose Chinese name was later renamed as " 中 國 五 礦 集 團 有 限 公 司").

Mr. Hu Yiguang, born in 1971, graduated from the school of Law of Renmin University of China and obtained a master's degree in civil law. He is currently senior partner and managing partner of Beijing Lifang & Partners Law Firm. He served as the perennial legal adviser to the National Railway Administration ( 國 家 鐵 路 局), the Ministry of Human Resources and Social Security of the People's Republic of China, the former Ministry of Railways of the People's Republic of China, China Minsheng Bank Co., Ltd. ( 中 國 民 生 銀 行 股 份 有 限 公 司), China Everbright Bank Co., Ltd. ( 中 國 光 大 銀 行 股 份 有 限 公 司), China National Commercial Foreign Trade Corporation ( 中 國 商 業 對 外 貿 易 總 公 司) and other government departments as well as large-scalestate-owned enterprises, providing them with daily and special legal services. Mr. Hu also serves as an external director of Sinosteel Group Co., Ltd.

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Appendix II

Biographical Details of the Supervisors and the Candidates for Election of the Fifth Session of the Supervisory Committee

Mr. He Wei, born in 1963, is currently an employee supervisor of the Company. From 2002 to 2004, he studied in-service in the Business Administration major of the School of Management of Huazhong University of Science and Technology and obtained a master's degree in Business Administration for senior managers. He has successively served as the director and Deputy Secretary of the Youth League Committee of the Second Automobile Equipment Factory, the secretary of the Secretary Office, deputy level secretary and general-level Secretary of the Party Committee Office of the Second Automobile Equipment Factory, the director, deputy secretary and secretary of the Youth League Committee of Dongfeng Motor Corporation, the secretary of the Party committee and Discipline Inspection Committee of Dongfeng Motor Fastener Co., Ltd., the general manager of Dongfeng Motor Fastener Co., Ltd., and the deputy general manager of Dongfeng Motor parts business department, deputy secretary of the Party committee, Secretary of the Discipline Inspection Commission, Chairman of the labor union, Secretary of the Party committee, deputy general manager, Secretary of the Discipline Inspection Commission, Chairman of the labor union of the parts business department of Dongfeng Motor Co., Ltd., director of Dongfeng Motor Office (Party Committee Office), director of Dongfeng Motor military products business platform, and director of Dongfeng Motor personnel (cadre) department. Since August 2016, he has been the Deputy Secretary of the Party committee of the Company, and since September 2018, he has been the Chairman of the labor union of Dongfeng Motor Group Co., Ltd. As at the date of this announcement, Mr. He Wei owns 100,000 H shares of the Company.

Mr. Bao Hongxiang, born in 1959, graduated from the Infrastructure Economics Department of Liaoning University of Finance and Economics with a bachelor's degree in economics, and then graduated from the Open University of Hong Kong with a master's degree in business administration. From 1984 to 1994, Mr. Bao served as a clerk, section member, chief section member and deputy director of the Adult Education Division of the Personnel and Education Department of the Ministry of Finance. From 1994 to 1999, he served as deputy director of the Comprehensive System Division, director and office director of the Administrative Retirement Division of the Social Security Department of the Ministry of Finance. From 1999 to 2000, he served as the assistant to the special inspector of the General Office of the State Council. From 2000 to 2018, he served as a full-time supervisor of the board of supervisors of key state owned large-scale enterprises. Since 2018, director of the United Front Audit Bureau of the National Audit Office.

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Mr. Zheng Hongyi, born in 1971, joined the Communists' Party of PRC in May 1992 and worked in the Communists' Party in October 1992. He graduated from the Party School of the Central Committee of C.P.C. and is an economist. He served as a worker in the workshop of the second carburetor plant, a translator in the Technical Department of the carburetor plant of Dongfeng Motor Company, a secretary and organizer of the Party committee office of Dongfeng Carburetor Co., Ltd., a researcher, deputy section chief and secretary section chief of the research department of the office of the truck company of Dongfeng Motor Co., Ltd., the business management section chief of the Business Planning Department of Dongfeng Motor Co., Ltd., and business director of the Personnel (cadre) Department of Dongfeng Motor Co., Ltd. He has also served as the deputy director and director of Human Resources Department, director of secretary section of office affairs of Dongfeng Motor Corporation (Party committee office), currently secretary of the Party committee, secretary of Discipline Inspection Committee, Chairman of the labor union of Zhengzhou Nissan Automobile Co., Ltd.

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