Differ Group Auto Limited — Declaration of Voting Results & Voting Rights Announcements 2016

Dec 16, 2016

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 16 DECEMBER 2016

The Ordinary Resolution as set out in the notice of EGM dated 30 November 2016 for approving the Equity Transfer Agreement was duly passed by the Independent Shareholders at the EGM held on 16 December 2016 by way of poll.

References are made to the announcements of the Company dated 28 October 2016 and 21 November 2016 respectively, and the circular of the Company dated 30 November 2016 (the “ Circular ”), in relation to the Acquisition. 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 30 November 2016 for approving the Equity Transfer Agreement was duly passed by the Independent Shareholders at the EGM held on 16 December 2016 by way of poll.

As at the EGM date, a total of 4,236,009,880 Shares were in issue. Mr. Cai, Mr. Ng and their associates, being Shareholders who, in aggregate, are directly or indirectly interested in 1,210,898,000 Shares, representing approximately 28.59% of the entire issued share capital of the Company as at the date of the EGM, had abstained from voting in relation to the resolution to approve the Equity Transfer Agreement and the transactions contemplated thereunder at the EGM. Accordingly, there was a total of 3,025,111,880 Shares (representing approximately 71.41% of the entire issued share capital of the Company) entitling the Independent Shareholders to attend and vote for or against the Ordinary Resolution for approving the Equity Transfer Agreement and the transactions contemplated thereunder at the EGM.

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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 Equity Transfer Agreement andthe transactions contemplated thereunder	1,837,631,509(99.53%)	8,601,003(0.47%)

Note: The full text of the resolution is set out in the Notice.

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

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

Hong Kong, 16 December 2016

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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