Differ Group Auto Limited — Board/Management Information 2019

Feb 28, 2019

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this announcement.

DIFFER GROUP HOLDING COMPANY LIMITED 鼎豐集團控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 6878)

(1) RE-DESIGNATION OF DIRECTOR; AND (2) RESIGNATION OF DIRECTOR

The Board announces that, with effect from 28 February 2019,

Re-designation of Director

Mr. Cai Huatan, an executive Director, has been redesignated as a non-executive Director

Resignation of directors

Mr. Cai Jianfeng has resigned as a non-executive Director

Re-designation of Director

The board (the “ Board ”) of directors (the “ Directors ”) of Differ Group Holding Company Limited (the “ Company ” together with its subsidiaries, the “ Group ”) announces that Mr. Cai Huatan (“ Mr. Cai ”) has been re-designated from an executive Director to a non-executive Director with effect from 28 February 2019.

The biographical details of Mr. Cai is set out as follows:

Mr. Cai Huatan (蔡華談先生)

Mr. Cai, aged 59, was appointed as an executive Director on 26 November 2013. Mr. Cai is the honorary chairman of the Company. Mr. Cai graduated from a postgraduate programme in economic law from the Law School of Sichuan University (四川大學) in 1996. Before he joined the Group in September 2008, Mr. Cai has approximately 30 years of experience in management and public administration. From 1980 to 2005, Mr. Cai worked for various departments of the governments of Shishi City (石獅巿) and Quanzhou City (泉州巿).

Mr. Cai has entered into a service agreement with the Company with a term of three years commencing on 28 February 2019. He is subject to retirement and re-election at the annual general meeting of Company in accordance with the articles of association of the Company. He is entitled to an annual salary of HK$96,000, which is determined with

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reference to the performance of his duties, and a discretionary management bonus. The remuneration committee of the Company will review his salary and then make recommendation to the Board.

Save as disclosed above, Mr. Cai has confirmed that he (i) does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications; (ii) does not have any relationship with other Directors, senior management, substantial or controlling shareholders of the Company and have no interests in the shares of the Company which are required to be disclosed pursuant to Part XV of the SFO; and (iii) as at the date of this announcement, was not aware of any other matters that need to be brought to the attention of the shareholders of the Company nor was there any information to be disclosed to the Company pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

The Board would like to express its warmest welcome to Mr. Cai for serving his new position in the Board.

RESIGNATION OF DIRECTOR

The Board also announces that Mr. Cai Jianfeng (“ Mr. JF Cai ”) has resigned as a non-executive Director with effect from 28 February 2019 in order to devote more time to his other commitments.

Mr. JF Cai has confirmed that he has no disagreements with the Board and there are no other matters relating to his resignations that need to be brought to the shareholders of the Company and the Stock Exchange.

The Board would like to take this opportunity to express its gratitude and appreciation to Mr. JF Cai for his valuable contribution to the Company during his tenures of office.

By order of the Board Differ Group Holding Company Limited Hong Mingxian

Chairman and Executive Director

Hong Kong, 28 February 2019

As at the date of this announcement, the executive Directors are Mr. HONG Mingxian and Mr. NG Chi Chung; the non-executive Directors are Mr. CAI Huatan and Mr. WU Qinghan; and the independent non-executive Directors are Mr. CHAN Sing Nun, Mr. LAM Kit Lam and Mr. ZENG Haisheng.

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