Differ Group Auto Limited — Proxy Solicitation & Information Statement 2017

Dec 27, 2017

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 on Unit 1102-3, 11/F, Nine Queen’s Road Central, Hong Kong on Friday, 12 January 2018 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following ordinary resolution. Capitalised terms contained in the circular dated 23 December 2017 issued by the Company (the “ Circular ”) shall have the same meanings when used herein unless otherwise specified.

ORDINARY RESOLUTIONS

Resolution in relation to the Acquisition and the grant of the Specific Mandate

1. “ THAT

   • (a) the Agreement (a copy of which has been produced to the EGM marked “A” and signed by the chairman of the EGM for the purposes of identification), entered into between Ms. Shi Hongjiao (施鴻嬌) as the vendor and Differ Asset Development Limited, a wholly-owned subsidiary of the Company, as the purchaser, in relation to the Acquisition and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

   • (b) any one or more of the Directors be authorised, for and on behalf of the Company, to take all steps necessary or expedient in his/their opinion to approve and implement and/or give effect to the Acquisition and the transactions contemplated thereunder, including, among other things, to sign and deliver for and on behalf of the Company or its relevant subsidiary any and all documents necessary or desirable for giving effect to such agreements, or making non-material amendments thereto but including the authority to waive any conditions (save where they are stated not capable of being waived) and the authority to amend the time by which completions of such agreements are to take place;

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• (c) the grant of the Specific Mandate for the allotment and issue of the Consideration Shares for the settlement of part of the Consideration, subject to the terms and conditions as set out in the Circular, be and is hereby approved; and

• (d) any one or more of the Directors be authorised, for and on behalf of the Company, to take all steps necessary or expedient in his/their opinion to approve and implement and/or give effect to the issue of the Consideration Shares, including, among other things, to sign and deliver for and on behalf of the Company or its relevant subsidiary any and all documents necessary or desirable for giving effect to such issue, or making non-material amendments thereto.”

Resolution in relation to the provisions of Financial Assistance

1. “ THAT

   • (a) the draft Guarantee Service Agreements (a copy of which has been produced to the EGM marked “B” and signed by the chairman of the EGM for the purposes of identification), to be entered into by the Company or its subsidiary in relation to the Guarantee Services and the transactions contemplated thereunder be and are hereby approved;

   • (b) subject to the passing of the resolution numbered 2(a) as set out in this notice, the Annual Caps 1 be and are hereby approved;

   • (c) subject to the passing of the resolution numbered 2(a) as set out in this notice, the Annual Caps 2 be and are hereby approved; and

   • (d) any one or more of the Directors be authorised, for and on behalf of the Company, to take all steps necessary or expedient in his/their opinion to approve and implement and/or give effect to the Guarantee Service Agreements, the provisions of Financial Assistance and the transactions contemplated thereunder, including, among other things, to sign and deliver for and on behalf of the Company or its relevant subsidiary any and all documents necessary or desirable for giving effect to such agreements, or making non-material amendments thereto but including the authority to waive any conditions (save where they are stated not capable of being waived) and the authority to amend the time by which completions of such agreements are to take place.”

By order of the Board Differ Group Holding Company Limited NG Chi Chung

Chief Executive Officer and executive Director

Hong Kong, 23 December 2017

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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: 23rd Floor, Tower 11 166 Tapu East Road Xiamen, the 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

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. LAM Kit Lam and Mr. ZENG Haisheng.

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