DONGFENG MOTOR GROUP CO., LTD

        Set out below is a summary of the principal provisions of the Articles of Association which were approved at the shareholder’s general meeting of the Company held on 14th October, 2004 and amended at the shareholder’s general meeting of the Company held on 29th October, 2005. A copy of the Articles of Association, together with an uncertified English translation, is available for inspection as mentioned in paragraph (a) headed “Documents Available for Inspection” in Appendix IX to this prospectus.
        (A) Board of Directors, Directors, Supervisors and other officers
        (i) Power to allot and issue Shares
        There is no provision in the Articles of Association empowering the Directors to allot and issue Shares.
        To increase the capital of the Company, the board of Directors (the “Board”) is responsible for formulating proposals for approval at a shareholders’ general meeting by way of special resolution.Any such increase must be conducted in accordance with the procedures stipulated by the relevant laws and administrative regulations.
        (ii) Power to dispose of the assets of the Company or any subsidiary
        The Board is accountable to the shareholders at general meeting.
        The Board shall not, without the prior approval of shareholders in a general meeting, dispose or agree to dispose of, any fixed assets of the Company where the aggregate of(i) the expected amount or value of the consideration for the proposed disposition, and (ii) the aggregated value of the consideration received for disposition of any fixed assets of the Company that has been completed in a period of four (4) months immediately preceding the proposed disposition, exceeds 33% of the value of the Company’s fixed assets as shown in the last balance sheet tabled before the shareholders in a general meeting.
        The validity of a disposition by the Company shall not be affected by the breach of the above paragraph.
        For the purposes of this Articles of Association, a disposition includes an act involving the transfer of an interest in assets but does not include the provision of fixed assets by way of security.
        (iii) Emoluments and Compensation or payments for loss of office The Company shall, with the prior approval of shareholders in a general meeting, enter into a contract in writing with each of the Directors or Supervisors wherein his or her emoluments are stipulated. The aforesaid emoluments include:
        (1) emoluments in respect of his or her service as a Director,Supervisor or senior management of the Company;
        (2) emoluments in respect of his service as a Director, Supervisor or senior management of any subsidiary of the Company;
        (3) emoluments in respect of the provision of other services in connection with the management of the affairs of the Company and any of its subsidiaries; and