DONGFENG MOTOR GROUP CO., LTD

       (4) payment by way of compensation for loss of office, or as consideration for or in connection with his retirement from office.
        Except under the contract entered into in accordance with the foregoing, no proceedings may bebrought by a Director or Supervisor against the Company for any benefit due to him in respect of theabove matters.
        The contracts concerning the emoluments between the Company and its Directors or Supervisors should provide that, in the event of a takeover of the Company, the Directors and Supervisors shall, subject to the prior approval of the shareholders in general meeting, have the right to receive compensation or other payment in respect of his loss of office or retirement. A “takeover of the Company” referred to in this paragraph means either:
        (1) an offer made by any person to all shareholders; or
        (2) an offer made by any person with a view to the offeror becoming a “controlling shareholder” within the meaning set out in the Articles of Association (see paragraph (Q)below).
        If the relevant Director or Supervisor does not comply with the above, any sum so received by him shall belong to those persons who have sold their Shares as a result of the said offer made. The expenses incurred in distributing such sum pro rata amongst those persons shall be borne by the relevant Director or Supervisor and not paid out of that sum.
        (iv) Loans to Directors, Supervisors and other officers The Company shall not directly or indirectly make a loan to, or provide any security in connection with the making of a loan to, a Director, Supervisor, manager or other senior management of the Company or of the Company’s holding company or any of their respective associates. However, the following transactions are not subject to such prohibition:
        (1) the making by the Company of a loan or a guarantee of a loan to a company which is a subsidiary of the Company;
        (2) the making by the Company of a loan or a guarantee in connection with the making of a loan or any other funds to any of its Directors, Supervisors, manager and other senior management to meet expenditure incurred or to be incurred by him for the purposes of the Company or for the purpose of enabling him to perform his duties properly, in accordance with the terms of a service contract approved by the shareholders in general meeting; and
        (3) The Company may make a loan or provide a guarantee in connection with the making of a loan to any of the relevant Directors, Supervisors, manager and other senior management or their respective associates in the ordinary course of its business on normal commercial terms, provided that the ordinary course of business of the Company includes the lending of money or the giving of guarantees.
        A loan made by the Company in breach of the above provisions shall be forthwith repayable by the recipient of the loan regardless of the terms of the loan.