Dongfeng Motor : I. VOTING RESULTS OF THE EXTRAORDINARY GENERAL II. MEETING AND APPOINTMENT OF INDEPENDENT NONEXECUTIVE DIRECTORS AND III. NON-COMPLIANCE WITH RULES 3.21 AND 3.23 OF THE LISTING RULES

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)

I. VOTING RESULTS OF THE EXTRAORDINARY GENERAL

1. MEETING AND APPOINTMENT OF INDEPENDENT NON- EXECUTIVE DIRECTORS AND

1. NON-COMPLIANCEWITH RULES 3.21 AND 3.23 OF THE LISTING RULES

References are made to the circular and supplemental circular of the extraordinary general meeting of Dongfeng Motor Group Company Limited (the "Company") dated 10 July 2020 and 10 August 2020. Terms used herein shall have the same meanings as defined in the circular and supplemental circular unless otherwise stated.

The extraordinary general meeting (the "EGM") of the Company was held at 9:00 a.m. on Tuesday, 25 August 2020 at Special No. 1 Dongfeng Road, Wuhan Economic and Technology Development Zone, Wuhan, Hubei, the People's Republic of China (the "PRC"). The board of directors (the "Board of Directors") of the Company announces that all the resolutions proposed at the EGM were duly passed.

1. VOTING RESULTS OF THE EGM
   A total of 8,616,120,000 shares (including 5,760,388,000 domestic shares and 2,855,732,000 H shares), representing 100% of the total issued shares of the Company, entitled shareholders to attend and vote on the resolutions proposed at the EGM. No shareholders had the right to attend the EGM but were required accordance with the requirements of Rules 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") to abstain from voting in favour of or to abstain from voting in accordance with the Listing Rules. Shareholders and authorized proxies holding an aggregate of 7,604,730,275 shares of the Company, representing 88.261657% of the total issued shares of the Company, attended the EGM.

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Mr. Zhu Yanfeng, Chairman of the Company, presided over the EGM. The convening procedures of the EGM conforms to the requirements of the relevant laws and regulations of the PRC and the Articles of Association of the Company, and the voting results are lawful and valid.

The poll results in respect of the resolutions proposed at the EGM are as follow:

		For		Against
	Resolutions	No. of			No. of
	shares		Percentage	shares	Percentage
		voted		(%)	voted	(%)
As Ordinary Resolutions
1	To elect Leung Wai Lap, Philip as an	7,594,060,802		99.859700	10,669,473	0.140300
	independent non-executive director
	As more than half of the votes were cast in favour of the resolution, the resolution was duly passed as
	ordinary resolution.
2	To consider and approve the remuneration	7,604,710,275		99.999737	20,000	0.000263
	of candidate for director proposed by the
	Board of Directors
	As more than half of the votes were cast in favour of the resolution, the resolution was duly passed as
	ordinary resolution.
3	To consider and approve the amendments	7,327,262,814		96.407823	273,015,461	3.592177
	to the Rules of Procedures of Shareholders'
	General Meeting
	As more than half of the votes were cast in favour of the resolution, the resolution was duly passed as
	ordinary resolution.
As Special Resolution
4	To consider and approve the amendments	7,327,262,814		96.407823	273,015,461	3.592177
	to the Articles of Association
	As more than two-thirds of the votes were cast in favour of the resolution, the resolution was duly
	passed as special resolution.

The full text of the resolutions numbered 1 to 2 was set out in the Company's circular and notice of EGM dated 10 July 2020 and the full text of the resolutions numbered 3 to 4 was set out in the Company's supplemental circular and supplemental notice of EGM dated 10 August 2020.

Computershare Hong Kong Investor Services Limited, the Company's H share registrar, acted as the scrutineer for the vote-taking at the EGM.

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1. APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
   The EGM has approved Mr. Leung Wai Lap, Philip ("Mr. Leung") as an independent non-executive director of the Company. The term of office of Mr. Leung shall take effect from the date of approval of the EGM of the Company to the expiry of the term of office of the current Board of Directors of the Company. Biographical details of Mr. Leung is as follows:
   Mr. Leung, aged 60, 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 following positions:
2. • 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
   • the managing partner of the listing service of Ernst & Young East District

Mr. Leung has extensive experience in corporate restructuring and listing.

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

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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. Leung doesn't hold any directorship and supervisorship in other public companies in the last three years. Mr. Leung does not hold any other position with the Company or any of its subsidiaries, and are not connected with any directors, senior management or substantial or controlling shareholders of the Company.

Upon the approval at the EGM, Mr. Leung will be entitled to an annual remuneration of RMB120,000 in 2020 which is recommended by the Remuneration Committee of the Board with reference to his role in the Company and the market rate.

As at the date of this announcement, Mr. Leung does not have any interest in the securities of the Company (as defined under Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)). Mr. Leung have not been penalized by the China Securities Regulatory Commission and other relevant departments and stock exchanges.

In addition, there is no discloseable information of Mr. Leung under Rules 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules, and there are no matters that shall be disclosed therefrom. Save as mentioned above, there are no other matters that shall be informed to the shareholders of the Company.

1. NON-COMPLIANCEWITH RULES 3.21 AND 3.23 OF THE LISTING RULES
   After Mr. Leung's appointment as an independent non-executive director of the Company, the number of independent non-executive directors of the Board of Directors of the Company meets the requirements of Rule 3.10(1), 3.10(2) and 3.11 of the Listing Rules. There are currently two independent non-executive directors in the Audit and Risk Management Committee of the Company, resulting in non-compliance with the Rule 3.21 of the Listing Rules for the time being, and non-compliance with Rule 3.23 of the Listing Rules where the Company shall appoint appropriate member to the Audit Committee and Risk Management Committee within three months of non-compliance.

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Meanwhile, the composition of Audit and Risk Management Committee and Nomination committee of the Company are non-compliance with the relevant requirements listed in the rules of procedure of respective committees. The Company will appoint suitable candidate(s) to fill the relevant vacancies as soon as practicable, so as to comply with the relevant requirements of the Listing Rules and the rules of procedure of respective committees. The Company will make further announcement in due course.

By Order of the Board

Dongfeng Motor Group Company Limited

Zhu Yanfeng

Chairman

Wuhan, the PRC

25 August 2020

As at the date of this announcement, Mr. Zhu Yanfeng, Mr. Li Shaozhu and 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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