Differ Group Auto Limited — Proxy Solicitation & Information Statement 2024

Nov 11, 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

DIFFER GROUP AUTO LIMITED 鼎豐集團汽車有限公司

(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 Auto Limited (the ‘‘Company’’) will be held at 3: 00 p.m. on 29 November 2024 at Unit 2105 on 21/F of West Tower Shun Tak Centre, Nos.168–200 Connaught Road Central, Hong Kong for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions of the Company:

ORDINARY RESOLUTIONS

1. ‘‘THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) granting the listing of, and permission to deal in, the Consolidated Shares (as hereinafter defined), every 20 existing issued and unissued shares of HK$0.025 each (the ‘‘Existing Share(s)’’) in the share capital of the Company be and are hereby consolidated into one share of HK$0.5 (each a ‘‘Consolidated Share’’) with effect from the second business day immediately following the day on which this resolution is passed (the ‘‘Share Consolidation’’) and the directors of the Company (the ‘‘Directors’’) be authorised to issue new share certificates in respect of the Consolidated Shares to holders of issued existing shares of the Company pursuant to the Share Consolidation and to do all things and execute all documents in connection with or incidental to the Share Consolidation;

2. Subject to the passing of resolution 1 as set out in this notice of the Meeting,

   • (i) Subject to and conditional upon the fulfillment of the conditions in the conditional placing agreement dated 9 October 2024 entered into between the Company and Great Bay Securities Limited and Fortune Origin Securities Limited, licensed corporations to carry out Type 1 (dealing in securities) regulated activity under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), being the placing agents appointed by the Company in relation to the placing of up to 20,638,820 new consolidated share(s) of HK$0.5 in the capital of the Company (the ‘‘Placing Shares’’, each a ‘‘Placing Share’’) on

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a best effort basis at the placing price of HK$1.1 per Placing Share (a copy of the Placing Agreement marked ‘‘A’’ and signed by the chairman of the Meeting for identification purpose has been tabled at the Meeting), the form and substance of the Placing Agreement be and are hereby approved, ratified and confirmed and any one directors of the Company (‘‘Director’’) be and is hereby authorised to approve any changes and amendments thereto as he may consider necessary, desirable or appropriate;

• (ii) subject to the fulfillment of the conditions of the Placing Agreement, any one Director be and is hereby authorised to exercise all the powers of the Company and to take all steps as might in his opinion be desirable or necessary in connection with the Placing Agreement, including without limitation, to allot and issue the Placing Shares;

• (iii) subject to the fulfillment of the conditions of the Placing Agreement, any one Director be and is hereby authorised to exercise all the powers of the Company and to take all steps as might in his opinion be desirable or necessary in connection with the Placing Agreement, including without limitation, to allot and issue the Placing Shares;

• (iv) subject to and conditional upon (i) the passing of resolutions as set out in this notice of the Meeting; (ii) the listing committee of The Stock Exchange of Hong Kong Limited granting or agreeing to grant the listing of, and permission to deal in, the Placing Shares; and (iii) the obligations of the Placing Agents under the Placing Agreement becoming unconditional and not being terminated in accordance with the terms of the Placing Agreement, including provisions regarding force majeure events, the unconditional specific mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with the Placing Shares pursuant to the Placing Agreement be and is hereby confirmed and approved.’’

By the Order of the Board Differ Group Auto Limited FENG Xiaogang Executive Director

Hong Kong, 11 November 2024

Registered office: Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong: Unit 2105 on 21/F of West Tower Shun Tak Centre, Nos.168-200 Connaught Road Central Hong Kong

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Notes:

1. Any Shareholder entitled to attend and vote at the Meeting is entitled to appoint one or, if he/she is the holder of two or more Shares, more than one proxy to attend and vote on his/her behalf in accordance with the articles of association. A proxy need not be a member of the Company.

2. In order to be valid, a form of proxy together with the 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 Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for Meeting or any adjournment meeting.

3. Delivery of an instrument appointing a proxy shall not preclude a Shareholder from attending and voting in person at the Meeting and in such event, appointing a proxy shall be deemed to be revoked.

4. In the case of joint holders of a Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she was solely entitled thereto, if more than one of such joint holders are present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand first in the Register of member of the Company in respect of the joint holding.

5. Any vote at the Meeting shall be taken by poll.

6. For ascertaining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 25 November 2024 to Friday, 29 November 2024, both days inclusive, during which period no transfer of shares will be registered. In order to be entitled to attend and vote at the EGM, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4: 30 p.m. on Friday, 22 November 2024.

As at the date hereof, the executive Directors are Dr. FENG Xiaogang and Mr. TONG Lu; the non-executive Directors is Mr. KANG Fuming; and the independent non-executive Directors are Mr. CHAN Sing Nun, Mr. LAM Kit Lam and Ms. CHUANG Yin Lam.

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