Differ Group Auto Limited — Proxy Solicitation & Information Statement 2016

Nov 29, 2016

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)

PROXY FORM

Form of proxy for use by the shareholders of Differ Group Holding Company Limited (the “Company”) at the extraordinary general meeting of the Company (the “Meeting”) to be convened at 19/F, Prosperity Tower, 39 Queen’s Road Central, Central, Hong Kong on Friday, 16 December 2016 at 9:30 a.m. (or any adjournment thereof).

I/We (note a)

of

being the registered holder(s) of (note b) shares of HK$0.0025 each (the “ Shares ”) in the capital of the Company hereby appoint the chairman of the Meeting, or of

to act as my/our proxy (note c) to attend and

vote for me/us and on my/our behalf at the Meeting to be held at 19/F, Prosperity Tower, 39 Queen’s Road Central, Central, Hong Kong on Friday, 16 December 2016 at 9:30 a.m. or at any adjournment thereof for the purpose of considering and, if thought fit, passing the ordinary resolutions set out in the notice convening such meeting and at such meeting (or any adjournment thereof) to vote for me/us in my/our name(s) in respect of the said resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit:.

ORDINARY RESOLUTIONS	For(note e)	Against(note e)
To approve the Equity Transfer Agreement (as defined in the circular) andthe transactions contemplated thereunder

Shareholder’s signature (notes f, g, h, i and j)

Dated the day of 2016

Notes:

• a. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS .

• b. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

• c. A proxy need not be a member of the Company. If you wish to appoint some person other than the chairman of the Meeting as your proxy, please delete the words “the chairman of the Meeting or” and insert the name and address of the person appointed proxy in the space provided.

• d. The descriptions of the resolution are by way of summary only. The full text appears in the notice convening the Meeting.

• e. If you wish to vote for the resolution set out above, please tick (“ ✓ ”) the box marked “For”. If you wish to vote against the resolution, please tick (“ ✓ ”) the box marked “Against”. If this form returned is duly signed but without specific direction on the proposed resolution, the proxy will vote or abstain at his discretion in respect of the resolution. A proxy will also be entitled to vote at his discretion on the resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

• f. In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

• g. The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney or other person so authorised.

• h. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 48 hours before the time of the Meeting or any adjourned meeting. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof should you so wish.

• i. Any alteration made to this form should be initialled by the person who signs the form.

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