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

May 20, 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 RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 20 MAY 2016

The Board is pleased to announce that all the proposed resolutions set out in the Notice (as defined below) were duly passed by way of poll at the annual general meeting of the Company held on 20 May 2016 (the “ AGM ”).

Reference is made to the circular (the “ Circular ”) of Differ Group Holding Company Limited (the “ Company ”) dated 19 April 2016 and in the notice of AGM (the “ Notice ”) contained herein. Unless stated otherwise, capitalised terms used herein shall have the same meanings as those defined in the Circular.

POLL RESULTS OF THE AGM

The board (the “ Board ”) of directors (the “ Director(s) ”) of the Company is pleased to announce that all the proposed resolutions set out in the Notice were duly passed by way of poll at the AGM.

The Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, was appointed as the scrutineer for the purpose of vote-taking at the AGM.

As at the AGM date, the total number of issued shares in the Company was 4,236,009,880 Shares, which was equivalent to the total number of Shares entitling the shareholders of the Company (the “ Shareholders ”) to attend and vote for or against the proposed resolutions at the AGM. To the best of the Directors’ knowledge, belief and information, no Shareholders had a material interest in the resolutions proposed at the AGM. No Shareholders were entitled to attend the AGM and abstain from voting in favour of the required resolutions under the Listing Rules. No Shareholders were required under the Listing Rules to abstain from voting on the proposed resolutions at the AGM. No Shareholders were entitled to attend and vote only against any resolutions at the AGM. No Shareholder has stated his/her/its intention in the Circular to vote against or to abstain from voting on any proposed resolutions at the AGM.

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The poll results in respect of all the proposed resolutions at the AGM were as follows:

	ORDINARY RESOLUTIONS	Number of Shares represented byvotes cast (Approximate %)	Number of Shares represented byvotes cast (Approximate %)
		FOR	AGAINST
1	To receive and consider the audited consolidatedfinancial statements and the reports of the Directorsand auditors of the Company for the year ended 31December 2015	2,860,229,673(100%)	0(0%)
2	(a) To re-elect Mr. Cai Huatan as an executiveDirector	2,860,229,673(100%)	0(0%)
	(b) To re-elect Mr. Wu Qinghan as a non-executiveDirector	2,860,229,673(100%)	0(0%)
	(c) To re-elect Mr. Tsang Hin Man Terence as anindependent non-executive Director	2,859,929,673(99.99%)	300,000(0.01%)
	(d) To authorise the Board to fix the Directors’remunerations	2,860,229,673(100%)	0(0%)
3	To re-appoint BDO Limited as the auditors of theCompany and to authorise the Board to fix theirremuneration	2,859,929,673(99.99%)	300,000(0.01%)
4	To grant a general mandate to the Directors to issue,allot and otherwise deal with the Shares	2,849,663,400(99.63%)	10,566,273(0.37%)
5	To grant a general mandate to the Directors torepurchase the Shares	2,860,229,673(100%)	0(0%)
6	To add the nominal amount of the Shares repurchasedby the Company under repurchase mandate grantedunder resolution numbered 5 to the general mandategranted to the Directors under resolution numbered 4	2,849,663,400(99.63%)	10,566,273(0.37%)

As more than 50% of the votes were cast in favour of each of the above resolutions, all the proposed resolutions were duly passed as ordinary resolutions of the Company by way of poll at the AGM.

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

Hong Kong, 20 May 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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