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東 風 汽 車 集團 股 份 有 限 公 東風汽車集團股份有限公司 LIMITED DONGFENG MOTOR GROUP COMPANY 東風汽車集團股份有限公司 DONGFENG MOTOR GROUP COMPANY LIMITED DONGFENG MOTOR GROUP COMPANY LIMITED 股份代號：489 Stock Code：489 2015 年度報告 2015 Annual Report 司 2015 2014 年報 Annual Report Annual Report Annual 年度 報 告 * 僅供識別 *For identification purposes only Contents Corporate Profile 2 Chairman’s Statement 3 Report of Directors 7 Management Discussion and Analysis 41 Profiles of Directors, Supervisors and Senior Management 53 Report of the Supervisory Committee 61 Corporate Governance Report 63 Independent Auditor’s Report 85 Consolidated Income Statement 87 Consolidated Statement of Comprehensive Income 88 Consolidated Statement of Financial Position 89 Consolidated Statement of Changes in Equity 91 Consolidated Statement of Cash Flows 93 Notes to Financial Statements 95 Five Year Financial Summary 178 Corporate Information 180 Notice of Annual General Meeting and Relating Information 181 Definitions 196 Corporate Profile Second Automotive Works (第二汽車製造廠), the predecessor of Dongfeng Motor Corporation, the parent of the Company, was established in September 1969. In 2000, Dongfeng Motor Corporation underwent a debt restructuring arrangement, with China Huarong Asset Management Corporation, China Cinda Asset Management Corporation, China Orient Asset Management Corporation, China Great Wall Asset Management Corporation and China Development Bank to jointly form the Company. The Company was incorporated on 18 May 2001. In 2004, the Company was transformed into a joint stock limited company after repurchasing all equity interests held by shareholders other than Dongfeng Motor Corporation. The Company initially issued H shares overseas on 6 December 2005 and completed an over-allotment on 13 December 2005. As a result, the aggregate share capital of the Company was enlarged to RMB8,616,120,000, which comprised domestic shares and H shares of RMB5,760,388,000 (approximately 66.86%) and RMB2,855,732,000 (approximately 33.14%) respectively. As at 31 December 2015, the Company mainly has 20 subsidiaries, jointly-controlled entities and other companies in which the Company has direct equity interests, all of which constitute the Dongfeng Motor Group. Dongfeng Motor Group is primarily engaged in the manufacture and sale of commercial vehicles, passenger vehicles and auto engines and parts, vehicle manufacturing equipment business, finance businesses as well as other automotive related businesses. In 2015, the Dongfeng Motor Group commanded a market share of approximately 11.7% in terms of the total sales volume of domestic commercial and passenger vehicle manufacturers in the PRC, according to the statistics published by the China Association of Automobile Manufacturers. 2 Dongfeng Motor Group Company Limited | 2015 Annual Report Chairman’s Statement Dear Shareholders, On behalf of the Board of Directors, I hereby present the annual report of the Company for 2015 for your review. In 2015, the Chinese economy entered the new normal. Under the increasing pressure of macro-economic downturn, the slowdown in the growth of automobile industry became more prominent. In 2015, the sales volume of vehicles in Chinese automobile market amounted to 24,597,600 units, representing an increase of 4.7% as compared with the corresponding period last year. The overall automobile industry showed a sign of “three downs and three ups”. “Three downs” indicates: a slowdown in the growth of the industry that the sales volume of the entire industry amounted to 24,597,600 units, representing an increase of 4.7% as compared with the corresponding period last year, while the growth speed decreased by 2.2 percentage points; a decrease in sales volume of commercial vehicles that the sales volume amounted to 3,451,300 units, representing a decrease of 9.0%; major corporate efficiency in the industry decreased, and there were different levels of year-on-year decrease of sales revenue, profit and tax. “Three ups” indicates: an increase in sales volume of passenger vehicles with 1,600 cubic centimeters (the “cc”) or less displacement engines that the sales volume amounted to 14,508,600 units, representing an increase of 10.4%, accounting for 68.6% of the sales volume of passenger vehicles; an increase in the sales volume of self-owned brand passenger vehicles that the sales volume amounted to 8,728,400 units, representing an increase of 17.3% as compared with the corresponding period last year; an increase in the sales volume of new energy vehicles that the sales volume amounted to 331,000 units, representing an increase of 3.4 times as compared with the corresponding period last year. Facing complex and changeable economy and market environment, Dongfeng Motor Group insisted on the principle of enlargement on the basis of enhancement and optimization and carried out risk prevention and control for the ever-changing market in order to maintain stable operation. In 2015, the total sales of Dongfeng Motor Group amounted to approximately 2,867,000 units, representing an increase of 3.8% as compared with the corresponding period last year with a market share of 11.7%; among which, the sales volume of passenger vehicles amounted to approximately 2,521,800 units, representing an increase of 7.8% as compared with the corresponding period last year with a market share of 11.9%; the sales volume of commercial vehicles amounted to approximately 345,200 units, representing a decrease of 18.6% as compared with the corresponding period last year with a market share of 10.0%. 3 Chairman’s Statement (Continued) In 2015, the Group recorded sales revenue of approximately RMB126,566 million, representing an increase of 52.3% as compared with the corresponding period last year. Based on the proportionate consolidation method, the sales revenue of the Group for the whole year amounted to approximately RMB226,863 million, representing an increase of 14.6% as compared with the corresponding period last year. The sales revenue of passenger vehicles amounted to RMB180,024 million, representing an increase of 27.1% as compared with the corresponding period last year. The sales revenue of commercial vehicles amounted to RMB46,753 million, representing an decrease of 16.2 % as compared with the corresponding period last year. The financial business revenue amounted to RMB2,518 million, representing an increase of 28.7% as compared with the corresponding period last year. In 2015, profit attributable to shareholders was RMB11,550 million, representing a decrease of RMB1,247 million as compared with the corresponding period last year. In 2015, the operation of Dongfeng Motor Group had the following characteristics: 1. The steadily increase in sales volume of passenger vehicle. The sales volume of passenger vehicles amounted to 2,521.8 thousand units, representing an increase of 7.8% as compared with the corresponding period last year and indicating a stable market performance. Among which, the sales volume of Dongfeng Nissan Passenger Vehicle Company reached over 1 million units, sales volume of Dongfeng Peugeot Citroën Automobiles Company Ltd. reached another 700 thousand units, sales volume of Dongfeng Honda Automobile Co., Ltd. reached over 400 thousand units and sales volume of Dongfeng Liuzhou Motor Co., Ltd. and Dongfeng Passenger Vehicle Company broke the historical record, all of which supported the Company to achieve the operation target. 2. A more satisfying performance in self-owned brand passenger vehicles. The product portfolio of self-owned brand products was further enriched with more than 20 different kinds of self-owned brand products. The Company pushed the self-owned brand products and business towards high value adding. The successfully launched Dongfeng Fengshen AX7 and the high-end self-owned brand including the upcoming Dongfeng A9 will improve the profitability of self-owned business of Dongfeng. 3. A more rapid growth in the sales volume of new energy vehicles. The annual sales volume of pure electric vehicles of the Company reached over 15 thousand units, representing a twelve times growth as compared with the corresponding period last year which is more rapid than the growth of the industry. 4. Increase in market share of heavy and medium trucks. Sales volume of heavy trucks outperformed other operators in the industry. Market shares of heavy trucks and medium trucks increased by 0.51 percentage point and 2.3 percentage points as compared with the corresponding period last year, respectively. 5. Strengthening of inventory management and consolidation of operating foundation, with a focus on risk prevention and continuous improvement in inventories. At the end of 2015, the overall inventories of Dongfeng Motor Group decreased by 12.7% as compared with that of the beginning of the year. Most inventories of the whole vehicle segment decreased in a certain extent. 4 Dongfeng Motor Group Company Limited | 2015 Annual Report Chairman’s Statement (Continued) At present, The Chinese economy is entering into a new normal of development of “fast changes, optimized structure and alternating momentum”. However, there are still many favorable factors in China including a strong asset base, huge market demands, extensive room for regional development and improvement in production element. The Chinese economy can achieve “soft landing” and grow steadily in the future. With the entering of new normal of the Chinese economy, there are also many new characteristics, changes and challenges in the Chinese automobile industry. In short, during the period of 13th Five-Year Plan, automobile market will grow moderately and the characteristics of changes in product structure will be significant. High-technology, personalized, diversified and quality products will be the mainstream of market demand. Technologies, products, method of design and manufacturing, consumption pattern and industrial landscape of automobiles will be reformed substantially, and development pace of energy conservation and emission reduction and new energy vehicles will be further accelerated. In view of the rapid changes in markets, policies, regulations and local consumption practices, etc., uncertainties will become a significant characteristic.

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