Dongfeng Motor : CIRCULAR OF ANNUAL GENERAL MEETING FOR THE YEAR 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this Circular or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your Shares in Dongfeng Motor Group Limited, you should at once hand this Circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker, licensed securities dealer or other agent through whom the sale or transfer was effected for delivery 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)

1. 1. THE REPORT OF THE BOARD FOR 2020
2. THE REPORT OF THE SUPERVISORY COMMITTEE FOR 2020
3. 1. THE INDEPENDENT AUDITORS' REPORT AND AUDITED FINANCIAL STATEMENTS FOR 2020

1. THE PROFIT DISTRIBUTION PROPOSAL OF THE COMPANY FOR 2020 AND FINAL DIVIDEND PAYMENT
2. 1. 1. INTERIM DIVIDEND FOR 2021
   2. RE-APPOINTMENTSOF ACCOUNTING FIRMS
   3. THE REMUNERATION OF THE DIRECTORS AND

THE SUPERVISORS FOR 2021

1. 1. IN RELATION TO THE APPOINTMENT OF NON-EXECUTIVE DIRECTOR
   2. 1. RE-DESIGNATIONOF DIRECTOR
2. GENERAL MANDATE TO THE BOARD OF DIRECTORS TO ISSUE, ALLOT AND DEAL WITH DOMESTIC SHARES AND H SHARES

Terms used in this cover shall have the same meanings as defined in this Circular.

A notice concerning the convening of the Annual General Meeting of Dongfeng Motor Group Company Limited to be held at 9:00 a.m. on Friday, 18 June 2021 at Special No. 1 Dongfeng Road, Wuhan Economic and Technology Development Zone, Wuhan, Hubei 430056, PRC, is set out on pages 11 to 16 of this Circular. A letter from the Board is set out on pages 1 to 10 of this Circular. Whether or not you are able to attend the Annual General Meeting, please complete the form of proxy previously sent to you together with the notice of the Annual General Meeting 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 Annual General Meeting.

• For identification only

17 May 2021

	CONTENTS
		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. ii
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. 1
I.	INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. 2
II.	MATTERS TO BE CONSIDERED AT THE AGM . . . . . . . . . . . . . . . . . . . . . . . . . .	. 2
III.	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. 9
IV.	VOTING BY WAY OF POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. 10
V.	RECOMMENDATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. 10
VI.	RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. 10

NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR 2020 . . . . . . . . . . . . . . . . . . . . . 11

- i -

DEFINITIONS

In this Circular, unless the context otherwise requires, the following expressions have the following meanings:

"Annual General Meeting"	the annual general meeting for the year of 2020 of the Company
or "AGM"	to be held at 9:00 a.m. on Friday, 18 June 2021 at Special No. 1
	Dongfeng Road, Wuhan Economic and Technology Development
	Zone, Wuhan, Hubei 430056, PRC;
"Board"	the board of Directors of the Company;
"Company"	Dongfeng Motor Group Company Limited* (東風汽車集團股份
	有限公司), a joint stock company incorporated in the PRC with
	limited liability and the H shares of which are listed on the Stock
	Exchange;
"Director(s)"	the director(s) of the Company;
"DFM"	D o n g f e n g M o t o r C o r p o r a t i o n ( 東風汽車集團有限公司),
	controlling shareholder of the Company, a state-owned enterprise
	established under the laws of the PRC, which directly and
	indirectly holds approximately 67.31% equity interest in the total
	issued share capital of the Company;
"Group"	the Company and its subsidiaries;
"HKD"	Hong Kong dollar, the lawful currency of Hong Kong;
"Hong Kong"	Hong Kong Special Administrative Region of the People's
	Republic of China;
"H Shares"	overseas listed foreign shares in the ordinary share capital of the
	Company, with a nominal value of RMB1.00 each;
"Latest Practicable Date"	13 May 2021, being the latest practicable date prior to the printing
	of this Circular for ascertaining certain information in this
	Circular;

- ii -

	DEFINITIONS
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange;
"PRC"	the People's Republic of China, but for the purposes of this
	Circular only, excludes Hong Kong, Macau and Taiwan;
"RMB"	Renminbi, the lawful currency of the PRC;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"subsidiaries"	companies directly or indirectly controlled by the parties;
"%"	Per cent.

Note: For illustration purpose only, the exchange rate used in this Circular is HKD1.00 = RMB 0.8861

- iii -

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 (Chairman)	Special No. 1 Dongfeng Road
Mr. You Zheng	Wuhan Economic and Technology
	Development Zone
Non-Executive Director:	Wuhan, Hubei 430056 PRC
Mr. Yang Qing
	Principal place of business in the PRC:
Independent Non-Executive Directors:	Special No. 1 Dongfeng Road
Mr. Zong Qingsheng	Wuhan Economic and Technology
Mr. Leung Wai Lap, Philip	Development Zone
Mr. Hu Yiguang	Wuhan, Hubei 430056 PRC
	Principal place of business in Hong Kong:
	Level 54, Hopewell Centre
	183 Queen's Road East
	Hong Kong SAR
	17 May 2021
Dear Sir or Madam

1. 1. THE REPORT OF THE BOARD FOR 2020
2. THE REPORT OF THE SUPERVISORY COMMITTEE FOR 2020
3. 1. THE INDEPENDENT AUDITORS' REPORT AND AUDITED FINANCIAL STATEMENTS FOR 2020

1. THE PROFIT DISTRIBUTION PROPOSAL OF THE COMPANY FOR 2020 AND FINAL DIVIDEND PAYMENT
2. 1. 1. INTERIM DIVIDEND FOR 2021
   2. RE-APPOINTMENTSOF ACCOUNTING FIRMS
   3. THE REMUNERATION OF THE DIRECTORS AND

THE SUPERVISORS FOR 2021

1. 1. IN RELATION TO THE APPOINTMENT OF NON-EXECUTIVE DIRECTOR
   2. 1. RE-DESIGNATIONOF DIRECTOR
2. GENERAL MANDATE TO THE BOARD OF DIRECTORS TO ISSUE,

ALLOT AND DEAL WITH DOMESTIC SHARES AND H SHARES

• For identification only

- 1 -