Differ Group Auto Limited — Proxy Solicitation & Information Statement 2015

Sep 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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of Differ Group Holding Company Limited (the “ Company ”) will be held at 19/F, Prosperity Tower, 39 Queen’s Road Central, Central, Hong Kong on Tuesday, 20 October 2015 at 9:30 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following ordinary resolution:

ORDINARY RESOLUTIONS

1. “ THAT :

   • (a) the conditional sale and purchase agreement dated 24 August 2015 (as amended and supplemented by a supplemental deed dated 25 August 2015 and a second supplemental deed dated 17 September 2015 respectively) (the “ Agreement ”) entered into among Differ Financial Limited as the purchaser (the “ Purchaser ”), Jiashi Company Limited as the vendor (the “ Vendor ”), and Mr. Su Xingzhao as the guarantor, in relation to the acquisition of the (i) entire equity interests in Jiashi Development Limited (the “ Target Company ”); and (ii) all obligations, liabilities and debts owing by the Target Company to the Vendor on or at any time prior to the completion (the “ Completion ”) of the Agreement whether actual, contingent or deferred and irrespective of whether or not the same is due and payable on Completion at the total consideration of RMB103,979,000, of which RMB41,212,000 shall be satisfied by the Purchaser by allotting and issuing 37 new shares in the Purchaser (the “ Consideration Shares ”), credited as fully paid, to the Vendor (or its nominee(s)); and RMB62,767,000 shall be satisfied by the Purchaser by procuring the Company to issue the convertible bonds (the “ Convertible Bonds ”) in the principal amount of HK$76,545,121.95 entitling the holder(s) thereof to convert the principal amount into ordinary shares of the Company (the “ Conversion Shares ”) at the conversion price of HK$4.502 per Conversion Share, to the Vendor (or its nominee(s)), (a copy of the Agreement has been produced to this meeting marked “A” and signed by the chairman of the meeting for the purpose of identification), and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

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• (b) subject to the fulfillment or waiver of the conditions precedent set out in the Agreement, the issue of the Convertible Bonds in accordance with the terms and conditions of the Agreement be and is hereby approved;

• (c) the directors (the “ Directors ”) of the Company be and are hereby granted a specific mandate to allot and issue all the Conversion Shares upon full conversion of the Convertible Bonds in accordance with the terms and conditions of the Agreement; and

• (d) any one director be and is hereby authorised to sign and execute such documents, including under seal where applicable, and do all such acts and things, as he considers necessary, desirable or expedient in connection with the implementation of or giving effect to the Agreement and the transactions contemplated thereunder.”

Yours faithfully, For and on behalf of the Board Differ Group Holding Company Limited HONG Mingxian Chairman and executive director

Hong Kong, 30 September 2015

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1 – 1111 Cayman Islands

Head office and principal place of business in the Peoples’ Republic of China (the “ PRC ”): 23rd Floor, Tower 11 166 Tapu East Road Xiamen, PRC

Head office and principal place of business in Hong Kong registered under Part XI of the Companies Ordinance: Room 1602 Euro Trade Centre 13-14 Connaught Road Central Central, Hong Kong

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Notes:

1. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his/ her/its behalf. A proxy need not be a member of the Company but must be present in person at the Meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. A form of proxy for use at the Meeting is enclosed. Whether or not you intend to attend the Meeting in person, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon.

3. In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

4. Completion and return of a proxy form shall not preclude a member from attending and voting in person at the Meeting or any adjournment thereof and in such event, the proxy form appointing a proxy shall be deemed to be revoked.

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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