Dongfeng Motor Group Company Limited — Proxy Solicitation & Information Statement 2021

Aug 26, 2021

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the Company will be held at Special No. 1 Dongfeng Road, Wuhan Economic and Technology Development Zone, Wuhan, Hubei, the People’s Republic of China (hereinafter referred to as the “ PRC ”), on Wednesday, 15 September 2021, at 9 a.m. to consider and, if thought fit, pass (with or without amendments) the following resolution:

Special Resolution

1. To consider and approve the 2021 special dividend

By Order of the Board Zhu Yanfeng Chairman

Wuhan, PRC 26 August 2021

As at the date of this notice, Mr. Zhu Yanfeng, Mr. Yang Qing and Mr. You Zheng are the executive directors of the Company; Mr. Huang Wei is the non-executive director of the Company; Mr. Zong Qingsheng, Mr. Leung Wai Lap, Philip and Mr. Hu Yiguang are the independent non-executive directors of the Company.

• For identification purposes only

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Notes:

1. CLOSURE OF REGISTER OF MEMBERS FOR H SHARES

Eligibility for attending the Extraordinary General Meeting

In order to determine the Shareholders who are entitled to attend the Extraordinary General Meeting, the register of members of the Company will be closed from Friday, 10 September 2021 to Wednesday, 15 September 2021, both days inclusive, during which period no registration of Shareholders and transfer of Shares will be effected. Holders of H Shares and Domestic Shares whose names appeared in the register of members on Wednesday, 15 September 2021 are entitled to attend the Extraordinary General Meeting. In order to attend and vote at the Extraordinary General Meeting, holders of H Shares whose transfers have not been registered shall deposit the transfer documents together with the relevant Share certificates at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at or before 4:30 p.m. on Thursday, 9 September 2021.

Entitlement of the special dividend

The register of members of the Company will be closed from Tuesday, 21 September 2021 to Sunday, 26 September 2021 (both days inclusive). In order to be entitled to the special dividend, H shares shareholders who have not registered the transfer documents are required to deposit the transfer documents together with the relevant share certificates at Computershare Hong Kong Investor Services Limited, the H share registrar of the Company, at Rooms 1712 –1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong at or before 4:30 p.m. on Monday, 20 September 2021(Hong Kong time), being the last share registration date.

2. PROXY

• (1) A Shareholder entitled to attend and vote at the Extraordinary General Meeting may appoint one or more proxies to attend and vote on his/her/its behalf. A proxy needs not be a Shareholder of the Company. Where a Shareholder appoints more than one proxy, his/ her/its proxies may only exercise the voting rights via a poll.

• (2) The instrument appointing a proxy must be in writing under the hand of a Shareholder or his/her/its attorney duly authorised in writing. If the Shareholder is a corporation, that instrument must be either under its common seal or under the hand(s) of its director(s) or duly authorised attorney(s). If that instrument is signed by an attorney of the Shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.

• (3) In order to be valid, the form of proxy together with the power of attorney or other authorisation document (if any) must be deposited at the Secretariat of the Board of Directors at the Company’s principal place of business in the PRC for holders of the Domestic Shares and at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited for holders of the H Shares not less than 24 hours before the appointed time for holding the Extraordinary General Meeting or any adjournment thereof (as the case may be).

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• (4) A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the death or loss of capacity of the appointer, or the revocation of the proxy or the authority under which the proxy was executed, or the transfer of Shares in respect of which the proxy is given, provided that no notice in writing of these matters shall have been received by the Company prior to the commencement of the Extraordinary General Meeting.

3. REGISTRATION PROCEDURE FOR ATTENDING THE EXTRAORDINARY GENERAL MEETING

• (1) A Shareholder or his/her/its proxy shall produce proof of identity when attending the Extraordinary General Meeting. If a Shareholder is a corporation, its legal representative, other person authorized by the Board of Directors or other governing body of such Shareholder may attend the Extraordinary General Meeting by producing a notarially certified copy or other certified copy approved by the Company of the resolution of the Board of Directors or other governing body of such Shareholder appointing such person to attend the meeting.

• (2) In accordance with the Articles of Association of the Company, 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 this notice, to attend and exercise all the voting rights attached to such Share at the Extraordinary General Meeting, and this notice shall be deemed to be given to all joint holders of such Share.

4. VOTING PROCEDURES

A Shareholder (including his/her/its proxy), when voting at a Shareholders General Meeting, may exercise such voting rights as attached to the number of voting Shares which he/she/ it represents, in which case one vote is attached to each Share. At any Shareholders’ general meeting, a resolution shall be decided on a show of hands unless a poll is demanded:

• (1) by the Chairman of the meeting;

• (2) by at least two Shareholders present in person or by proxy entitled to vote thereat;

• (3) by one or more Shareholders (including proxies) representing 10% or more (inclusive) of all shares carrying the right to vote at the meeting singly or in aggregate, before or after a vote is carried out by a show of hands.

Unless a poll is demanded, a declaration by the Chairman of the meeting that a resolution has been passed on a show of hands and the record of such in the minutes of the meeting shall be conclusive evidence of the fact that such resolution has been passed. There is no need to provide evidence of the number or proportion of votes in favour of or against such resolution. The demand for a poll may be withdrawn by the person who demands the same.

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5. MISCELLANEOUS

• (1) The Extraordinary General Meeting is expected to be concluded within half a day. Shareholders (in person or by proxy) attending the Extraordinary General Meeting are responsible for their own transportation and accommodation expenses.

• (2) 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 Tel: (852) 2862 8628 Fax: (852) 2865 0990

• (3) 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, the People’s Republic of China

Zip code: 430056 Tel: (8627) 8428 5274 Fax: (8627) 8428 5057

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