Differ Group Auto Limited — Regulatory Filings 2022

Jun 8, 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)

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change:

• (a) its English name from “Differ Group Holding Company Limited” to “Differ Group Auto Limited”; and

• (b) its dual foreign name in Chinese from “鼎豐集團控股有限公司” to “鼎豐集團 汽車有限公司”

(collectively the “ Proposed Change of Company Name ”).

An EGM will be convened and held for the Shareholders to consider and, if thought fit, approve the Proposed Change of Company Name.

A circular containing, among other matters, details of the Proposed Change of Company Name and a notice convening the EGM to approve the Proposed Change of Company Name and related proxy form will be despatched to the Shareholders as soon as practicable.

PROPOSED CHANGE OF COMPANY NAME

The board of directors (the “ Board ”) of Differ Group Holding Company Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) proposes to change:

• (a) its English name from “Differ Group Holding Company Limited” to “Differ Group Auto Limited”; and

• (b) its dual foreign name in Chinese from “鼎豐集團控股有限公司” to “鼎豐集團汽 車有限公司”.

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Conditions of the Proposed Change of Company Name

The Proposed Change of Company Name is subject to the fulfillment of the following conditions:

• (a) the passing of a special resolution by the shareholders of the Company (the “ Shareholders ”) at an extraordinary general meeting of the Company (the “ EGM ”) approving the Proposed Change of Company Name; and

• (b) the Registrar of Companies in the Cayman Islands having approved the Proposed Change of Company Name.

Subject to the satisfaction of the above conditions, the Proposed Change of Company Name will take effect from the date of issue of the certificate of incorporation on change of name by the Registrar of Companies in the Cayman Islands.

Upon the issue of the certificate of incorporation on change of name by the Registrar of Companies in the Cayman Islands, the Company will complete the necessary filing procedures with the Companies Registry in Hong Kong.

Reasons for the Proposed Change of Company Name

The Group is principally engaged in the (i) assets management business (including (a) property development and investment and (b) distressed assets, equities investment and fund management), (ii) provision of financial related services (including finance lease services, express loan services, consultancy services, guarantee services and securities brokerage services), (iii) commodity trading business and (iv) automobile e-commerce business. For the interest of the Company and its Shareholders as a whole, the Company intended to put more emphasis on its automobile e-commerce business.

The Board considers that the Proposed Change of Company Name will provide the Company with a new corporate image and better reflect the current status of the Group’s business development and its direction of future development. Therefore, the Board considers that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole.

Effects of the Proposed Change of Company Name

The Proposed Change of Company Name will not affect any of the rights of the Shareholders or the Company’s daily business operation and its financial position.

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All existing share certificates in issue bearing the Company’s existing name shall continue to be evidence of legal title to the shares of the Company and valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for free exchange of existing share certificates for new share certificates bearing the new names of the Company. Once the Proposed Change of Company Name becomes effective, share certificates of the Company will be issued in the new names of the Company and the shares of the Company will be traded on the Main Board of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) under the new names.

In addition, subject to confirmation by the Stock Exchange, the English and Chinese stock short names of the Company for trading in the securities on the Stock Exchange will also be changed after the Proposed Change of Company Name becomes effective.

GENERAL

The EGM will be convened and held for the Shareholders to consider and, if thought fit, to approve the Proposed Change of Company Name.

A circular containing, among other matters, details of the Proposed Change of Company Name and a notice convening the EGM to approve the Proposed Change of Company Name and related proxy form will be despatched to the Shareholders as soon as practicable.

To the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, no Shareholder will be required to abstain from voting on the resolution to approve the Proposed Change of Company Name.

Further announcement(s), as appropriate, will be made by the Company to inform the Shareholders of the results of the EGM, the effective date of the Proposed Change of Company Name and the new stock short names of the Company for trading of its shares on the Main Board and other relevant information as and when appropriate.

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

Hong Kong, 8 June 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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