Differ Group Auto Limited — Declaration of Voting Results & Voting Rights Announcements 2022

Jul 29, 2022

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 EXTRAORDINARY GENERAL MEETING HELD ON 29 JULY 2022

The Board is pleased to announce that at the EGM, the Resolution was duly passed by the Shareholders by way of poll.

Reference is made to the circular (the “ Circular ”) of Differ Group Holding Company Limited (the “ Company ”) and the notice (the “ Notice ”) of the extraordinary general meeting dated 22 June 2022.

POLL RESULTS OF THE EGM

The board of directors (the “ Board ”) of the Company is pleased to announce that at the extraordinary general meeting held on 29 July 2022 at 3:00 p.m. (“ EGM ”), a special resolution as set out in the Notice (the “ Resolution ”) was proposed and duly passed by the shareholders of the Company (“ Shareholders ”) by way of poll with the results as follows:

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Special Resolution	Special Resolution	Number of votes cast(Approximate Percentage of totalnumber of votes cast)	Number of votes cast(Approximate Percentage of totalnumber of votes cast)
		For	Against
1	To approve that subject to and conditional upon theapproval of the Registrar of Companies in the CaymanIslands being obtained, the English name of theCompany be changed from “Differ Group HoldingCompany Limited” to “Differ Group Auto Limited” andthe dual foreign name in Chinese of the Company bechanged from “鼎豐集團控股有限公司” to “鼎豐集團汽車有限公司” with effect from the date of entry of thenew English name and the dual foreign name of theCompany on the register of companies maintained bythe Registrar of Companies in the Cayman Islands, andthat any one director of the Company and the registeredoffice provider of the Company be and are herebyauthorised severally to do all such acts and things andexecute such further documents and take all stepswhich, in his/her opinion, may be necessary, desirableor expedient to implement and give effect to theaforesaid change of the Company’s name and to attendto any necessary registration and/or filing for and onbehalf of the Company.	3,650,731,099(100%)	0(0%)

As more than 75% of the votes were cast in favour of the above Resolution, the above Resolution was duly passed by way of poll as a special resolution of the Company. Mr. Ng Chi Chung and Mr. Chan Sing Nun attended the EGM in person; Dr. Feng Xiaogang, Mr. Kang Fuming, Mr. Xu Yiwei and Mr. Lam Kit Lam attended the EGM by electronic means, while Mr. Chen Naike was unable to attend the EGM due to other work commitments.

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As at the record date of the EGM, the number of issued shares of the Company was 7,208,387,880 shares, which was the total number of shares entitling the holders to attend and vote for or against the Resolution proposed at the EGM. No Shareholder was required to abstain from voting on the resolution and there was no share entitling the holders to attend and abstain from voting in favour of the Resolution at the EGM.

The Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, acted as the scrutineer at the EGM for the purpose of vote-taking.

By order of the Board Differ Group Holding Company Limited Ng Chi Chung Chairman and Executive Director

Hong Kong, 29 July 2022

As at the date of this announcement, the executive Directors are Mr. NG Chi Chung and Dr. FENG Xiaogang; the non-executive Directors are Mr. KANG Fuming and Mr. XU Yiwei; and the independent non-executive Directors are Mr. CHAN Sing Nun, Mr. LAM Kit Lam and Mr. CHEN Naike.

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