香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容而產生或因倚 賴該等內容而引致的任何損失承擔任何責任。 本公告僅供參考，並不構成收購、購買或認購證券的邀請或要約。本公告所述證券將不會在香 港、美國或任何其他司法權區作出公開發售。 本公告或其中內容概不構成於美國出售證券的要約或購買證券要約的邀請。本公告所述證券概 無且不會根據一九三三年美國證券法（經修訂）（「美國證券法」）或任何其他司法權區之證券法 登記，除根據美國證券法之登記規定獲豁免或屬不受美國證券法所規限的交易外，概不可在美 國境內發售或出售。 凡在美國公開發售證券，均須基於發售章程進行。該發售章程須載有有關本公司提呈要約及其 管理層的資料，亦包括財務報表。本公司並無亦不擬在美國為任何證券辦理登記。本公告並非 供直接或間接在或向美國發佈。 DONGFENG MOTOR GROUP COMPANY LIMITED* 東風汽車集團股份有限公司 （於中華人民共和國註冊成立的股份有限公司） （股份代號：489） 海外監管公告 本海外監管公告乃根據香港聯合交易所有限公司（「聯交所」）證券上市規則（「上 市規則」）第13.10B條作出。 茲提述東風汽車集團股份有限公司（「本公司」）日期為二零一五年十月二十日有關 債券發行的公告（「該公告」）。除另有界定者，本公告所用詞彙與該公告所界定者 具相同涵義。 請參閱隨附日期為二零一五年十月二十日日有關債券發行的發售備忘錄（「發售備 忘錄」），該發售備忘錄已於二零一五年十月二十八日日於愛爾蘭證券交易所的辦 公室以印刷版發佈。 於聯交所網站登載發售備忘錄，僅為向香港投資者進行同等的資訊傳達及遵守上 市規則第13.10B條的規定，此外並無任何其他目的。 1 發售備忘錄並不構成向任何司法管轄權區之公眾要約出售任何證券的發售章程、 通告、通函、宣傳冊或廣告，亦不構成對公眾認購或購買任何證券的要約邀請， 亦不被視為邀請公眾作出認購或購買任何證券的要約。發售備忘錄不得被視為對 認購或購買本公司任何證券的勸誘，亦無意進行有關勸誘。投資決策不應以發售 備忘錄所載之資訊為基準。 承董事會命 董事長 竺延風 中國武漢，二零一五年十月二十八日 於本公告公佈之日，本公司的執行董事為竺延風先生、朱福壽先生及李紹燭先 生，本公司的非執行董事為童東城先生、歐陽潔先生及劉衛東先生，以及本公司 的獨立非執行董事為馬之庚先生、張曉鐵先生、曹興和先生及陳雲飛先生。 * 僅供識別 2 IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES. THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE ADDRESSEES OUTSIDE OF THE UNITED STATES. IMPORTANT: You must read the following before continuing. The following applies to the offering circular following this page (the “Offering Circular”), and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THIS OFFERING IS MADE SOLELY IN OFFSHORE TRANSACTIONS PURSUANT TO REGULATION S UNDER THE SECURITIES ACT. Confirmation of your Representation: In order to be eligible to view this Offering Circular or make an investment decision with respect to the securities, investors must not be located in the United States. This Offering Circular is being sent at your request and by accepting the e-mail and accessing this Offering Circular, you shall be deemed to have represented to Bank of China Limited, Bank of Communications Co., Ltd. Hong Kong Branch, BNP Paribas, CCB International Capital Limited, Deutsche Bank AG, London Branch, The Hongkong and Shanghai Banking Corporation Limited, Industrial and Commercial Bank of China (Asia) Limited, Shanghai Pudong Development Bank Co., Ltd., Hong Kong Branch and Société Générale (the “Joint Lead Managers”) that you and any customers you represent are not, and the electronic mail address that you gave the Joint Lead Managers to which this e-mail has been delivered is not, located in the United States and that you consent to delivery of such Offering Circular and any amendments or supplements thereto by electronic transmission. The attached document is being furnished in connection with an offering in offshore transactions outside the United States in compliance with Regulation S under the Securities Act solely for the purpose of enabling a prospective investor to consider the purchase of the securities described herein. You are reminded that this Offering Circular has been delivered to you on the basis that you are a person into whose possession this Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this Offering Circular, electronically or otherwise, to any other person. If you have gained access to this transmission contrary to the foregoing restrictions, you are not allowed to purchase any of the securities described in the attached. Nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of either the Issuer, the Guarantor, the Joint Lead Managers, the Trustee or the Agents (each as defined in the attached Offering Circular) to subscribe for or purchase any of the securities described therein, and access has been limited so that it shall not constitute in the United States or elsewhere a general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or directed selling efforts (within the meaning of Regulation S under the Securities Act). If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Joint Lead Managers or any affiliate of them is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Joint Lead Managers or such affiliate on behalf of the Issuer in such jurisdiction. This Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither the Issuer, the Guarantor, the Joint Lead Managers, the Trustee, the Agents, nor any person who controls any of them, nor their respective directors, officers, employees, representatives nor agents, nor affiliates of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offering Circular distributed to you in electronic format and the hard copy version available to you on request from the Joint Lead Managers. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. Actions that you may not take: If you receive this document by e-mail, you should not reply by e-mail to this announcement, and you may not purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the “Reply” function on your e-mail software, will be ignored or rejected. Dongfeng Motor (Hong Kong) International Co., Limited 東風汽車(香港)國際有限公司 (incorporated with limited liability in Hong Kong) EUR500,000,000 1.60 per cent. Guaranteed Notes due 2018 unconditionally and irrevocably guaranteed by Dongfeng Motor Group Company Limited 東風汽車集團股份有限公司 (incorporated with limited liability in the People’s Republic of China) Issue Price: 99.945 per cent. The 1.60 per cent. guaranteed notes due 2018 (the “Notes”) will be issued in the aggregate principal amount of EUR500,000,000 by Dongfeng Motor (Hong Kong) International Co., Limited (the “Issuer”) and are in registered form in the denomination of EUR100,000 each and integral multiples of EUR1,000 in excess thereof. The Notes will be unconditionally and irrevocably guaranteed (the “Guarantee of the Notes”) by Dongfeng Motor Group Company Limited (the “Guarantor”). The Issuer is an indirect, wholly-owned subsidiary of the Guarantor. The Notes will bear interest from 28 October 2015 at the rate of 1.60 per cent. per annum. Interest on the Notes is payable annually in arrear on 28 October in each year, commencing with the first Interest Payment Date (as defined in Terms and Conditions of the Notes (the “Terms and Conditions”)) falling on 28 October 2016. The Notes will constitute direct, general, unsubordinated and unconditional obligations of the Issuer which will at all times rank pari passu among themselves and at least pari passu with all other present and future unsecured obligations of the Issuer, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application. The Guarantor will enter into a deed of guarantee (the “Deed of Guarantee”) on or around 28 October 2015 (the “Issue Date”). The Guarantor will be required to register or cause to be registered with the Hubei Branch of the State Administration of Foreign Exchange (“SAFE”) the Deed of Guarantee in accordance with, and within the time period prescribed by, the Provisions on the Foreign Exchange Administration of Cross-Border Guarantees (跨境擔保外匯管理規定) promulgated by SAFE. The Guarantor intends to complete the registration for the execution of the Deed of Guarantee with SAFE as soon as practicable and in any event before the Registration Deadline (being 60 PRC Business Days (as defined in the Terms and Conditions) after the Issue Date). Pursuant to the Circular on Promoting the Reform of the Administrative System on the Issuance by Enterprises of Foreign Debt Filings and Registrations(國家發展改革委關於推 進企業發行外債備案登記制管理改革的通知(發改外資[2015]2044號)) issued by National Development and Reform Commission (“NDRC”) on 14 September 2015 which came into effect on the same day, the Guarantor has registered the issuance of the Notes with the NDRC and obtained a certificate from NDRC on 25 September 2015 evidencing such registration and intends to provide information on the issuance of the Notes to the NDRC as soon as practicable and in any event within 10 PRC Business Days after the Issue Date. The Guarantee of