Dongfeng Motor : SUPPLEMENTAL CIRCULAR TO THE NOTICE OF EXTRAORDINARY GENERAL MEETING, AMENDMENTS TO THE ARTICLES OF ASSOCIATION, AMENDMENTS TO THE RULES OF PROCEDURE OF THE SHAREHOLDERS' GENERAL MEETING AND SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

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)

SUPPLEMENTAL CIRCULAR TO THE NOTICE OF

EXTRAORDINARY GENERAL MEETING

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AMENDMENTS TO THE RULES OF PROCEDURE OF

THE SHAREHOLDERS' GENERAL MEETING

AND

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

A supplemental notice convening the extraordinary general meeting (the "EGM") of Dongfeng Motor Group Company Limited (the "Company") to be held at Special No. 1 Dongfeng Road, Wuhan Economic and Technology Development Zone, Wuhan, Hubei, the People's Republic of China ("PRC") at 9:00 a.m. on Tuesday, 25 August 2020, is set out on pages 4 to 5 of this circular. Apart from resolutions contained in the notice of EGM dated 9 July 2020 of the Company, this circular also contains one additional ordinary resolution on the amendments to the rules of procedure of the shareholders' general meeting and one additional special resolution on the amendments to the Articles of Association of the Company. A second form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, please complete the enclosed second form of proxy 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 EGM.

• For identification purposes only

10 August 2020

	CONTENTS
		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
I.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
II.	Amendments to the Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
III.	Amendments to the Rules of Procedure of the Shareholders' General Meeting . . . . . . .	2
IV.	EGM and Arrangement of the Proxy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
V.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . .	4
APPENDIX I. COMPARATIVE TABLE OF AMENDMENTS TO THE ARTICLES OF
ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX II. COMPARATIVE TABLE OF AMENDMENTS TO THE RULES OF
PROCEDURE OF THE SHAREHOLDERS' GENERAL MEETING . . . . . . . . . . . . . . . . . . .	8

- i -

DEFINITIONS

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

"Articles of Association"	the articles of association of the Company, as amended from time to time
"Board"	the board of directors of the Company
"Company" or "the	東風汽車集團股份有限公司(Dongfeng Motor Group Company Limited), a
Company"	joint stock limited company registered in the PRC, the H shares of which are
	listed on the HKSE
"Company Law"	the Company Law of the PRC 《( 中華人民共和國公司法》), as amended,
	supplemented or otherwise modified from time to time
"Extraordinary General	the Extraordinary General Meeting of the Company to be held at Special No.
Meeting"	1 Dongfeng Road, Wuhan Economic and Technology Development Zone,
	Wuhan, Hubei, the PRC at 9:00 a.m. on Tuesday, 25 August 2020
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Hong Kong Stock	The Stock Exchange of Hong Kong Limited
Exchange"
"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
"Rules of Procedures of	the Rules of Procedures of the Meeting of Shareholders of Dongfeng Motor
the Shareholders General	Group Company Limited(《東風汽車集團股份有限公司股東大會議事規
Meeting"	則》) (as amended from time to time)
"Shareholder(s)"	shareholder(s) of the Company

- ii -

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	Special No. 1 Dongfeng Road
Mr. Li Shaozhu	Wuhan Economic and
Mr. You Zheng	Technology Development Zone
	Wuhan, Hubei 430056
Non-executive Director:	PRC
Mr. Cheng Daoran
	Principal place of business in Hong Kong:
Independent Non-Executive Directors:	Level 54, Hopewell Centre
Mr. Ma Zhigeng	183 Queen's Road East
Mr. Chen Yunfei	Hong Kong
	10 August 2020
Dear Sir/Madam,

SUPPLEMENTAL CIRCULAR TO THE NOTICE OF

EXTRAORDINARY GENERAL MEETING

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AMENDMENTS TO THE RULES OF PROCEDURE OF

SHAREHOLDERS' GENERAL MEETING

AND

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION
   The purposes of this Circular are:
2. 1. to approve the amendments to the Articles of Association of the Company;
   2. to approve the amendments to the Rules of Procedure of Shareholders' General Meeting; and

• For identification purposes only

- 1 -

LETTER FROM THE BOARD

3. to give you the Supplemental Notice of the EGM to consider and, if thought fit, to approve the proposed resolutions.

Reference is made to the notice of EGM of the Company (the "Original Notice") dated 9 July 2020, which set out the time and venue of the EGM and contain the resolutions to be tabled at the EGM for Shareholders' approval. This supplemental circular should be read together with the Original Notice.

The purpose of this circular is to set out the Supplemental Notice of the EGM, and to provide you with information in relation to the abovementioned proposals to be considered at the EGM. Save as set out in this supplemental circular, no changes have been made to matters in relation to the EGM as set out in the Original Notice.

1. AMENDMENTS TO THE ARTICLES OF ASSOCIATION
   Reference is made to the announcement of the Company dated 27 July 2020 in relation to, among others, the proposed amendments of the Articles of Association. Pursuant to the Reply of the State Council on the Adjustment to the Notice Period for Convening General Meetings and Other Matters Applicable to the Overseas Listed Companies, the Company proposed to adjust the notice period for convening general meetings and amend the Articles of Association based on the relevant requirements of the Company Law. Certain amendments are made to the Articles of Association at the fifty-fourth meeting of the fourth session of the board of directors of the Company, and proposed to shareholders of the Company for approval at the extraordinary general meeting of the Company by way of special resolutions.
   The amendments to the Articles of Association shall take effect on the date of consideration and approval of shareholders. For details in relation to the proposed amendments to the Articles of Association, please refer to the Appendix I to this supplemental circular.
   Consequential to the Proposed Amendments, the corresponding Chapters and Articles of the Articles of Association shall be renumbered, and the relevant cross-references shall be adjusted in accordance with the amended numbering.

1. AMENDMENTS TO THE RULES OF PROCEDURE OF THE SHAREHOLDERS' GENERAL MEETING
   Reference is made to the announcement of the Company dated 27 July 2020 in relation to, among others, the proposed amendments of the Articles of Association. Pursuant to the Reply of the State Council on the Adjustment to the Notice Period for Convening General Meetings and Other Matters Applicable to the Overseas Listed Companies, the Company proposed to adjust the notice period for convening general meetings and amend the Articles of Association based on the relevant requirements of the Company Law. Certain amendments were made to the Rules of Procedures of the Shareholders' General Meeting at the fifty-fourth meeting of the fourth session of the Board of the Company, and will be proposed to shareholders of the Company for approval at the extraordinary general meeting of the Company by way of ordinary resolutions.

- 2 -

LETTER FROM THE BOARD

The amendments to the Rules of Procedure of the Shareholders' General Meeting shall take effect on the date of consideration and approval at the general meeting. For details in relation to the Rules of Procedure of the Shareholders' General Meeting, please refer to the Appendix II to this supplemental circular.

IV. EGM AND ARRANGEMENT OF THE PROXY

According to the previous plan, the EGM will be held by the Company at Special No. 1 Dongfeng Road, Wuhan Economic and Technology Development Zone, Wuhan, Hubei, the PRC at 9:00 a.m. on Tuesday, 25 August 2020, to consider and, if thought fit, approve the resolutions relating to the Original Notice and the Supplemental Notice.

For details of the arrangement of the proxy, please refer to the notes in the Supplemental Notice of EGM.

1. RESPONSIBILITY STATEMENT
   This circular, for which the directors of the Company 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 fraudulent; and there are no other matters the omission of which would make any statement in this circular misleading.

By Order of the Board

Zhu Yanfeng

Chairman

- 3 -

SUPPLEMENTAL 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)

SUPPLEMENTAL NOTICE OF

EXTRAORDINARY GENERAL MEETING

Reference is made to the notice of extraordinary general meeting of the Company despatched on Thursday, 9 July 2020 (the "Original Notice"), which sets out the plan to hold the extraordinary general meeting at Special No. 1 Dongfeng Road, Economic and Technology Development Zone, Wuhan, Hubei, the People's Republic of China ("PRC") at 9:00 a.m. on Tuesday, 25 August 2020, for the purpose of considering and, if thought fit, passing the resolutions as set out in the Original Notice.

Supplemental notice is hereby given that the extraordinary general meeting will be held as originally scheduled, to consider and approve the resolution set out in the Original Notice and the following additional resolution:

ADDITIONAL ORDINARY RESOLUTION

3. To consider and approve the amendments to the Rules of Procedure of the Shareholders' General Meeting.

ADDITIONAL SPECIAL RESOLUTION

4. To consider and approve the amendments to the Articles of Association.

By Order of the Board

Zhu Yanfeng

Chairman

Wuhan, PRC, 10 August 2020

As at the date of the 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

- 4 -

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. Except for the additional proposed resolution, there is not any other change in the resolutions set forth in the Original Notice dated 10 July 2020. For details of resolutions to be considered and approved at the EGM and other related matters, please refer to the notice of the EGM dated 10 July 2020.
2. For further details, please refer to the supplemental circular to shareholders dated 10 August 2020 of the Company.
3. Second Form of Proxy
4. 1. A new form of proxy for the EGM (the "Second Form of Proxy") has been prepared and is enclosed herein, which will supersede the form of proxy dated 10 July 2020 (the "Original Form of Proxy").
   2. In order to be valid, whether or not you are able to attend the EGM, please complete the Second Form of Proxy in accordance with the instructions printed thereon and return to the Secretariat of the Board at the Company's principal place of business in the PRC for holders of the domestic shares or at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, for holders of the H shares not later than 9:00 a.m. on 24 August 2020.
   3. A shareholder who has not yet lodged the Original Form of Proxy with the H share registrar of the Company, is requested to lodge the Second Form of Proxy if he or she intends to appoint proxy(ies) to attend the AGM on his or her behalf. In this case, the Original Form of Proxy should not be lodged with the H share registrar of the Company.
   4. A shareholder who has already lodged the Original Form of Proxy with the H share registrar of the Company shall note that:
   5. 1. if the Second Form of Proxy is lodged with H share registrar of the Company before the closing time, the Second Form of Proxy will revoke and supersede the Original Form of Proxy previously lodged by the relevant shareholder. The Second Form of Proxy will be treated as a valid form of proxy lodged by the relevant shareholder if correctly completed;
      2. if no Second Form or Proxy is lodged with H share registrar of the Company, the Original Form of Proxy will be treated as a valid form of proxy lodged by the relevant shareholder and effective to the fullest extent applicable if correctly completed. The proxy so appointed by the Original Form of Proxy will be entitled to vote on any resolutions properly proposed at the AGM including the resolution on the resignation of Mr. Liu Weidong as an executive director which is not included in the Original Form of Proxy, in accordance with instruction given by the relevant shareholder or at his or her discretion if he or she has not received any instruction.

- 5 -

APPENDIX I.	COMPARATIVE TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION
	Original Articles	New Articles
Article 46. No transfer may be entered in the register of	Article 46. Provided that relevant laws, regulations and
members within 30 days prior to the date of a shareholders'	the listing rules or securities regulatory authorities of the
general meeting or within 5 days before the benchmark date set	place where the Company has its shares listed have any
by the Company for the purpose of distribution of dividends.	provisions in respect of the period of closure of the register
		of members prior to a shareholders' general meeting or
		the benchmark date set by the Company for the purpose of
		distribution of dividends, such provisions shall prevail.
-		(Newly added) Article 53. When the Company
		convenes shareholders' general meeting,
		distributes dividend, executes clearing or
		makes other conducts that need to identify the
		shareholders, the Board of Directors or the
		convener of shareholders' general meeting shall
		determine the Record Date. The shareholders
		included in the register of shareholders at the
		close of business on Record Date shall be the
		entitled shareholders.
Article 61. When the Company convenes a shareholders'	Article 62. When the Company convenes an annual
general meeting, a written notice of the meeting shall be	shareholders' general meeting, the Company shall issue
given 45 days (the meeting date included but the date on	a notice to all shareholders 20 days before the date of the
which the notice is given excluded) before the date of the	meeting or such time as required by the place where the
meeting to notify all shareholders whose names appear in	Company has its shares listed (whichever is earlier) and
the register of members of the matters to be considered at	when the Company convenes an extraordinary general
and the date and place of the meeting. Shareholders who	meeting, the Company shall notify all shareholders in
intend to attend the relevant general meeting must respond,	the share register of the time, place and the matters to be
in writing to the Company, 20 days prior to the date the	considered at of the meeting 15 days before the date of the
relevant general meeting is intended to be held.	meeting or such time as required by the place where the
		Company has its shares listed (whichever is earlier).
Article 63. The Company shall, based on the written replies	Article 64. An extraordinary general meeting shall not
received 20 days before the date of the shareholders'	determine the matters yet to be stated in the notice of
general meeting, calculate the number of voting shares	meeting.
represented by shareholders who intend to attend the
meeting. If the number of voting shares represented by the
shareholders who intend to attend the meeting reaches not
less than one-half of the Company's total voting shares, the
Company may convene the general meeting, otherwise, the
Company shall within 5 days notify the shareholders again by
announcement regarding the matters intended to be considered,
the place and the date of the meeting. The Company then may
convene the meeting after publication of such notice.
An extraordinary general meeting shall not resolve on matters
not stated in the notice of meeting.

- 6 -

APPENDIX I. COMPARATIVE TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original Articles	New Articles
Article 66, paragraph 2. The announcement	Article 66, paragraph 2. The announcement
referred to in the preceding paragraph shall	referred to in the preceding paragraph shall
be published in one or more newspapers and	be published in one or more newspapers
periodicals designated by the Securities Regulatory	and periodicals designated by the Securities
Agency under the State Council within 45 to 50	Regulatory Agency under the State Council
days before the meeting. Once the announcement	within 15 to 20 days before the meeting.
is made, all domestic shareholders shall be	Once the announcement is made, all domestic
deemed to have received notice of the relevant	shareholders shall be deemed to have received
shareholders' meeting. The Chinese and English	notice of the relevant shareholders' meeting.
versions of these announcement may be published	The Chinese and English versions of these
in a major Chinese newspaper and a major English	announcement may be published in a major
newspaper in Hong Kong respectively.	Chinese newspaper and a major English
	newspaper in Hong Kong respectively.
Article 93 of the original Articles of Association	Article 94. The Company may convene a class
	shareholders' meeting with notice issued 20
When the Company convenes a class shareholders'	days before the date of the meeting or such
meeting, a written notice of the meeting shall be	time as required by the place where the
given 45 days (including the date of the meeting)	Company has its shares listed (whichever is
before the date of the meeting to notify the	earlier) in accordance with the written notice
shareholders whose names appear in the register	requirements as set out in Article 62 of the
of members under the class in question of the	Rules of Procedure. The Company may convene
matters to be considered at and the date and place	an extraordinary meeting with notice issued 15
of the meeting. Shareholders who intend to attend	days before the date of the meeting or such time
the relevant class general meeting shall reply in	as required by the place where the Company
writing to the Company 20 days prior to the date	has its shares listed (whichever is earlier),
of convening such class general meeting.	notifying the shareholders whose names appear
	in the register of members under the class in
The Company may convene a class shareholders'	question of the matters to be considered at and
meeting if the number of shares with voting rights	the date and place of the meeting.
at the meeting represented by the shareholders
intending to attend the meeting are more than
one-half of the total number of shares with voting
rights of the said class at the meeting; otherwise,
the Company shall, within 5 days notify the
shareholders of the matters to be considered, date
and venue of the class shareholders' meeting in
the form of public announcement. The Company
then may convene the meeting after publication of
such notice.

- 7 -

APPENDIX II.	COMPARATIVE TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE OF SHAREHOLDERS' GENERAL MEETING
Terms	Description in the original	Description in the
Rules of Procedure	new Rules of Procedure
Article 24.	When the Company convenes a general meeting, a written	When the Company convenes an annual general meeting,
	notice of the meeting shall be given 45 days(the date	the Company shall notify all shareholders 20 days before
	of meeting included but the date on which the notice is	the date of the meeting or such time as required by the
	given excluded) before the date of the meeting to notify	place where the Company has its shares listed (whichever
	all shareholders whose names appear in the register of	is earlier) and when convening an extraordinary general
	members of the matters to be considered at and the date	meeting, the Company shall notify all shareholders whose
	and place of the meeting. Shareholders who intend to	names appear in the register of members of the time,
	attend the relevant general meeting must respond, in	venue and the matters to be considered at of the meeting
	writing to the Company, 20 days prior to the date the	15 days beforethe date of the meeting or such time as
	relevant general meeting is intended to be held.	required by the place where the Company has its shares
		listed (whichever is earlier).
Article 25	The Company shall, based on the written replies received	An extraordinary general meeting shall not resolve on
	20 days before the date of the shareholders' general	matters not stated in the notice of meeting.
	meeting, calculate the number of voting shares represented
	by shareholders who intend to attend the meeting. If the
	number of voting shares represented by the shareholders
	who intend to attend the meeting reaches not less than
	one-half of the Company's total voting shares, the
	Company may convene the general meeting, otherwise,
	the Company shall within five days notify the shareholders
	again by announcement regarding the matters intended to
	be considered, the place and the date of the meeting. The
	Company then may convene the meeting after publication
	of such notice.
	An extraordinary general meeting shall not resolve on
	matters not stated in the notice of meeting.

- 8 -

APPENDIX II.	COMPARATIVE TABLE OF AMENDMENTS TO THE RULES OF PROCEDURE OF SHAREHOLDERS' GENERAL MEETING
Terms	Description in the original	Description in the
Rules of Procedure	new Rules of Procedure
Article 51	When the Company convenes a class shareholders'	The Company may convene a class shareholders' meeting
	meeting, a written notice of the meeting shall be given 45	with notice issued 20 days beforethe date of the meeting
	days(including the date of the meeting) before the date of	or such time as required by the place where the Company
	the meeting to notify the shareholders whose names appear	has its shares listed (whichever is earlier) in accordance
	in the register of members under the class in question of	with the written notice requirements as set out in Article
	the matters to be considered at and the date and place of	24 of the Rules of Procedure. The Company may convene
	the meeting.	an extraordinary meeting with notice issued 15 days
		beforethe date of the class shareholders' meeting or
	Shareholders who intend to attend the relevant class	such time as required by the place where the Company
	general meeting shall reply in writing to the Company	has its shares listed (whichever is earlier), notifying
	20 days prior to the date of convening such class general	the shareholders whose names appear in the register of
	meeting. The Company may convene a class shareholders'	members under the class in question of the matters to be
	meeting if the number of shares with voting rights at	considered at and the date and place of the meeting.
	the meeting represented by the shareholders intending
	to attend the meeting are more than one-half of the total
	number of shares with voting rights of the said class at
	the meeting; otherwise, the Company shall, within 5 days
	notify the shareholders of the matters to be considered,
	date and venue of the class shareholders' meeting in the
	form of public announcement. The Company then may
	convene the meeting after publication of such notice.

- 9 -