Dongfeng Motor : Voting Results of AGM

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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)

VOTING RESULTS OF ANNUAL GENERAL MEETING

The board of directors (the "Board of Directors") of Dongfeng Motor Group Company Limited (the "Company") is pleased to announce that the 2018 Annual General Meeting of the Company (the "AGM") was held at 9:00 a.m. on Friday, 14 June 2019 at Special No. 1 Dongfeng Road, Wuhan Economic and Technology Development Zone, Wuhan, Hubei, the People's Republic of China ("PRC").

All the resolutions at the AGM were put to the vote by way of poll and were approved by the shareholders. The poll results of the resolutions at the AGM are as follows:

Resolutions	For	%	Against	%

I. As more than half (1/2) of the votes from the shareholders who attended and voted at the AGM were cast in favour of the following resolutions, the resolutions were duly passed as ordinary resolutions:

1.	To consider and approve the report of the
	Board of Directors of the Company for the	7,794,882,596	100	0	0
	year ended 31 December 2018.
2.	To consider and approve the report of the
	Supervisory Committee of the Company for	7,794,882,596	100	0	0
	the year ended 31 December 2018.
3.	To consider and approve the report of	7,794,882,596	100	0	0
	auditors and audited financial statements of

the Company for the year ended 31
December 2018.
4. To consider and approve the		profit
distribution proposal of the Company for the
year	ended	31 December 2018	and	to	7,789,946,596	99.918	6,362,000	0.081
authorize the Board to deal with all issues in
relation to the Company's distribution of
final dividend for the year 2018.
5. To consider and approve the authorization to
the Board to deal with all issues in relation
to the Company's distribution of interim
dividend for the year 2019 at its absolute	7,789,946,596	99.918	6,362,000	0.081
discretion (including but not limited to
determining whether to distribute interim
dividend for the year 2019).
6. To consider and approve the		re-
appointments of PricewaterhouseCoopers as
the international auditors of the Company,
and	PricewaterhouseCoopers Zhong	Tian
LLP	as the	domestic auditors	of	the	7,744,648,596	99.337	51,660,000	0.662
Company for the year 2019 to hold office
until the conclusion of annual general
meeting for the year 2019, and to authorize
the Board to determine their remunerations
of main auditor.
7. To consider and approve the authorization to
the Board to determine the remunerations of	7,795,520,596	99.989	788,000	0.010
the directors and the supervisors of the
Company for the year 2019.

II. As more than two-third (2/3) of the votes from the shareholders who attended and voted at the AGM were cast in favour of the following resolutions, the resolutions were duly passed as special resolutions:

8.	To consider and approve the amendments to
	the Rules of Procedures of the Board of	7,796,308,596	100	0	0
	Directors of the Company.
9.	To consider and approve the application for	6,782,015,734	86.999	1,013,428,862	13.000
	bond financing for the year 2019
10.	To grant a general mandate to the Board to
	issue, allot and deal with additional shares of
	the Company not exceeding 20% of each of	6,158,125,095	78.987	1,638,183,501	21.011
	the total number of existing Domestic Shares
	and H Shares in issue.

Notes:

(a) As a majority of the votes were cast in favour of each of the resolutions numbered 1 to 7, the

resolutions were duly passed as ordinary resolutions. As more than two-third of the votes were cast in favour of resolutions numbered 8 to 10, the resolutions were duly passed as special resolutions.

1. As at the date of the AGM, the total number of shares of the Company in issue was 8,616,120,000 shares.
2. The total number of shares of the Company entitling the holder to attend and vote on the resolutions at the AGM was 8,616,120,000 shares.
3. There were no shares entitling the holder to attend and abstain from voting in favour of the resolutions at the AGM as set out in rule 13.40 of the Rules Governing the Listing of Securities on
   The Stock Exchange of Hong Kong Limited (the "Listing Rules").
4. No shareholder of the Company was required under the Listing Rules to abstain from voting on the resolutions at the AGM.
5. None of the shareholders of the Company have stated their intention in the Company's notice of AGM for the year 2018 dated 29 April 2019, to vote against or to abstain from voting on any of the resolutions at the AGM.
6. The full text of the aforesaid resolutions was set out in the 2018 Annual Report.
7. The Company's H share registrar, Computershare Hong Kong Investor Services Limited, acted as the scrutineer for the vote-taking at the AGM.

By order of the Board of Directors

Zhu Yanfeng

Wuhan, the PRC, 14 June 2019

As at the date of this annoucement, Mr. Zhu Yanfeng and Mr. Li Shaozhu are the executive directors of the Company; and Mr. Ma Zhigeng, Mr. Zhang Xiaotie, Mr. Cao Xinghe and Mr. Chen Yunfei are the independent non-executive directors of the Company.

* For identification only