Dongfeng Motor : FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 18 JUNE 2021

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)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING

TO BE HELD ON 18 JUNE 2021(NOTE 1)

I/We(Note 2)

of

being the registered holder(s) of(Note 3)

Domestic Shares/H Shares(Note 4) of RMB1.00 each in the share capital of Dongfeng Motor Group Company Limited (the "Company") HEREBY APPOINT THE CHAIRMAN OF THE MEETING(Note 5) , or

of

as my/our proxy(ies) to attend and act for me/us at the annual general meeting of the Company (the "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, the People's Republic of China ("PRC") (and at any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the AGM and at the AGM (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below and, if no such indication is given, as my/our proxy(ies) thinks fit.

	Ordinary Resolutions	For	Against
1.	To consider and approve the report of the board of directors (the "Board") of the
	Company for the year ended 31 December 2020.
2.	To consider and approve the report of the supervisory committee of the Company
	for the year ended 31 December 2020.
3.	To consider and approve the independent auditor's report and audited financial
	statements of the Company for the year ended 31 December 2020.
4.	To consider and approve the profit distribution proposal of the Company for the year
	ended 31 December 2020 and authorize the Board to deal with issues in relation to
	the Company's distribution of final dividend for the year 2020.
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 2021 at its
	absolute discretion (including, but not limited to determining whether to distribute
	interim dividend for the year 2021).
6.	To consider and approve the re-appointments of PricewaterhouseCoopers as the
	international auditor of the Company, and PricewaterhouseCoopers Zhong Tian LLP
	as the domestic auditor of the Company for the year 2021 to hold office until the
	conclusion of annual general meeting for the year 2021, and to authorize the Board
	to determine their remunerations.
7.	To consider and approve the remuneration of the directors and the supervisors of the
	Company determined by the board for the year 2021.
8.	To consider and approve the appointment of Mr. Huang Wai as a non-executive
	director.
9.	To consider and approve the re-designation of Mr. Yang Qing from non-executive
	director to executive director.

Special Resolutions

For

Against

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 the total number of existing Domestic Shares and H Shares in issue, and to authorize the Board to make corresponding amendments to the Articles of Association of the Company as it thinks fit so as to reflect the new capital structure upon the allotment or issuance of shares.

Signature(s) (Note 7) :

Date:2021

Notes:

1. IMPORTANT: YOU SHOULD FIRST REVIEW THE NOTICE OF ANNUAL GENERAL MEETING OF THE COMPANY DATED 17 MAY 2021 BEFORE APPOINTING YOUR PROXY. INFORMATION OF THE MEETING WAS PUBLISHED IN THE CIRCULAR OF ANNUAL GENERAL MEETING DATED 17 MAY 2021.
2. Please insert the full name(s) (in Chinese or English) and address(es) (as shown in the register of members) in BLOCK CAPITALS.
3. Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all shares registered in your name(s).
4. Please strike out the type of shares (Domestic Shares or H Shares) to which this form of proxy does not relate.
5. If any proxy other than the Chairman of the Meeting is preferred, please strike out the words "THE CHAIRMAN OF THE MEETING" and insert the name and address of the proxy desired in the space provided. A shareholder entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on his behalf. A proxy need not be a shareholder of the Company but must attend the AGM in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
6. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK IN THE BOX MARKED "AGAINST". If no direction is given, your proxy may vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.
7. This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of its director(s) or duly authorized attorney(s). If this form of proxy is signed by an attorney of a shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarized.
8. In accordance with the Company's Articles of Association, where two or more persons are registered as the joint holders of any share, only the person whose name appears first in the register of members shall be entitled to receive notice of the AGM, to attend and exercise all the voting powers attached to such share at the AGM.
9. In order to be valid, this form of proxy together with the power of attorney or other authorization document (if any) must be deposited at the Secretariat of the Board at the Company's principal place of business in the PRC if you are a holder of Domestic Shares and at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, if you are a holder of H Shares not less than 24 hours before the time appointed for the AGM (i.e. not later than 9:00 a.m. on Thursday, 17 June 2021) or any adjournment thereof (as the case may be).
10. The address and contact details of the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, are as follows:
    Address: Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong
    Telephone No.: ([phone]
    Facsimile No.: ([phone]
11. The address and contact details of the Company's principal place of business in the PRC are as follows:
    Address: Special No. 1 Dongfeng Road, Wuhan Economic and Technology Development Zone, Wuhan, Hubei 430056 PRC
    Telephone No.: ([phone]
    Facsimile No.: ([phone]
12. A shareholder or his/her/its proxy shall produce proof of identity when attending the AGM. If a corporate shareholder appoints its legal representative to attend the AGM, such legal representative shall produce proof of identity and a copy of the resolution of the board of directors or other governing body of such shareholder appointing such legal representative to attend the AGM.
13. References to time and dates in this form of proxy are to Hong Kong times and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM of the Company (the "Purposes"). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Computershare Hong Kong Investor Services Limited at the above address.

• For identification only