Differ Group Auto Limited — Declaration of Voting Results & Voting Rights Announcements 2015

Nov 30, 2015

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 howsoever 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)

POLL RESULT OF EXTRAORDINARY GENERAL MEETING HELD ON 30 NOVEMBER 2015

The ordinary resolution as set out in the notice of EGM dated 13 November 2015 for approving the Share Subdivision was duly passed by the Shareholders at the EGM held on 30 November 2015 by way of poll.

References are made to the announcements of the Company dated 11 November 2015 and the circular of the Company dated 13 November 2015 (the “ Circular ”), in relation to, among other things, the Share Subdivision. Capitalised terms used herein shall have the same meanings as defined in the Circular unless the context requires otherwise.

POLL RESULT OF THE EGM

The Company is pleased to announce that the ordinary resolution (the “ Ordinary Resolution ”) as set out in the notice of EGM dated 13 November 2015 for approving the Share Subdivision was duly passed by the Shareholders at the EGM held on 30 November 2015 by way of poll.

As at the EGM date, the total number of issued Shares in the Company was 1,059,002,470 Shares, representing the total number of Shares entitling the Shareholders to attend and vote for or against the Ordinary Resolution at the EGM. No Shareholder was required under the Listing Rules to abstain from voting on the Ordinary Resolution at the EGM and no Shareholder was required to abstain from voting in favour of the Ordinary Resolution.

Tricor Investor Services Limited, the Company’s branch share registrar in Hong Kong, acted as the scrutineer for the vote-taking at the EGM. Set out below is the poll result in respect of the Ordinary Resolution put to vote at the EGM:

Ordinary Resolution	Number of votes (%)	Number of votes (%)
	For	Against
To approve the Share Subdivision and authorisethe Director(s) to do all things necessary therefor.	715,770,020(100%)	0(0%)

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As more than 50% of the votes were cast in favour of the Ordinary Resolution, the Ordinary Resolution was duly passed by the Shareholders at the EGM.

Accordingly, the Share Subdivision will take effect on Tuesday, 1 December 2015.

By order of the Board Differ Group Holding Company Limited HONG Mingxian Chairman and executive Director

Hong Kong, 30 November 2015

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

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