Differ : (I) PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE ITS OWN SHARES; (II) RE-ELECTION OF DIRECTORS; (III) PAYMENT OF FINAL DIVIDEND OUT OF SHARE PREMIUM ACCOUNT; AND (IV) NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Differ Group Holding Company Limited (the "Company"), you should at once hand this circular together with the accompanying form of proxy, to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or other agents through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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)

1. 1. PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE
   2. 1. 
         ITS OWN SHARES;
      2. RE-ELECTIONOF DIRECTORS;
2. PAYMENT OF FINAL DIVIDEND OUT OF SHARE PREMIUM ACCOUNT; AND

(IV) NOTICE OF ANNUAL GENERAL MEETING

This circular, for which the directors (the "Directors") of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

A notice convening the annual general meeting of the Company (the "AGM") to be held at 16/F, Euro Trade Centre, 13-14 Connaught Road Central, Central, Hong Kong on Tuesday, 29 June 2021 at 3:00 p.m. is set out on pages 15 to 20 of this circular.

Whether or not you are able to attend the AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same as soon as possible and in any event not later than 48 hours before the time appointed for holding of the AGM or any adjournment thereof to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Rooms 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof should you so wish.

This circular will be published on the websites of the Stock Exchange of Hong Kong at www.hkex.com.hk and that of the Company's website at www.dfh.cn.

26 April 2021

			CONTENTS
				Page
DEFINITIONS................................................................................................................................		1
LETTER FROM THE BOARD
1.	Introduction.....................................................................................................................	3
2.  General Mandate and Repurchase Mandate......................................................................	4
3.	Re-election of Directors...................................................................................................	5
4.  Payment of Final Dividend out of Share Premium Account.............................................	6
5.	AGM ...............................................................................................................................		7
6.	Responsibility statement..................................................................................................	8
7.	Recommendation.............................................................................................................	8
8.	General............................................................................................................................	8
9.	Miscellaneous..................................................................................................................	8
APPENDIX I	-	EXPLANATORY STATEMENT.................................................................	9
APPENDIX II	-	INFORMATION ON THE RETIRING DIRECTORS..............................	12
NOTICE OF AGM..........................................................................................................................	15

DEFINITIONS

In this circular, unless the context otherwise requires, the expressions below shall have the following meanings:

"AGM"	the annual general meeting of the Company to be convened and
	held at 16/F, Euro Trade Centre, 13-14 Connaught Road Central,
	Central, Hong Kong on Tuesday, 29 June 2021 at 3:00 p.m., a
	notice of which is set out on pages 15 to 20 of this circular
"Articles of Association"	the articles of association of the Company, (as amended from time
	to time) and the "Articles" shall mean the articles of the Articles
	of Association
"associate(s)"	has the same meaning as ascribed to it under the Listing Rules
"Board"	the board of Directors
"Company"	Differ Group Holding Company Limited, a company incorporated
	in the Cayman Islands with limited liability, the issued shares of
	which were listed on the Stock Exchange
"Companies Law"	the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and
	revised) of the Cayman Islands as amended, supplemented or
	otherwise modified from time to time
"connected person(s)"	has the same meaning as ascribed to it under the Listing Rules
"Director(s)"	the director(s) of the Company from time to time
"Final Dividend"	the proposed final dividend of HK0.5 cent per Share as
	recommended by the Board
"General Mandate"	the general mandate proposed to be granted to the Directors at the
	AGM to allot, issue and deal with further new Shares not
	exceeding 20% of the issued share capital of the Company as at
	the date of passing of the relevant resolution granting of such
	general mandate by the Shareholders
"Group"	the Company and its subsidiaries from time to time
"Hong Kong"	The Hong Kong Special Administrative Region of the PRC

1

	DEFINITIONS
"Latest Practicable Date"	20 April 2021, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining certain
	information contained herein
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange, as amended, supplemented or otherwise modified from
	time to time
"PRC"	the People's Republic of China which, for the purpose of this
	circular only, excludes Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
"Remuneration Committee"	the remuneration committee of the Company
"Repurchase Mandate"	the repurchase mandate proposed to be granted to the Directors at
	the AGM to exercise the power of the Company to repurchase up
	to a maximum of 10% of the issued share capital of the Company
	as at the date of passing of the relevant resolution granting of
	such repurchase mandate by the Shareholders
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
"Share(s)"	ordinary share(s) at par value of HK$0.0025 each in the share
	capital of the Company
"Share Option Scheme"	the share option scheme adopted by the Company on
	26 November 2013
"Share Premium Account"	the share premium account of the Company, the amount standing
	to the credit of which was approximately HK$1,940,275,000
	(equivalent to approximately RMB1,650,607,000) as at 31
	December 2020 based on the audited consolidated financial
	statement of the Company as at that date
"Shareholder(s)"	the holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Hong Kong Code on Takeovers and Mergers
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"%"	per cent.

2

LETTER FROM THE BOARD

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)

Executive Directors:	Registered office:
Mr. Hong Mingxian (Chairman)	Cricket Square
Mr. Ng Chi Chung	Hutchins Drive
	P.O. Box 2681
Non-executive Directors:	Grand Cayman KY1-1111
Mr. Cai Huatan (Honorary Chairman)	Cayman Islands
Mr. Wu Qinghan
	Headquarters and principal place
Independent non-executive Directors:	of business in the PRC:
Mr. Chan Sing Nun	33/F., Differ Fortune Centre,
Mr. Lam Kit Lam	No. 503 Gaolin Middle Road,
Mr. Chen Naike	Huli District, Xiamen City,
	Fujian Province, PRC
	Principal place of business
	in Hong Kong registered under
	Part XI of the Company Ordinance:
	16/F, Euro Trade Centre
	13-14 Connaught Road Central
	Central, Hong Kong
	26 April 2021
To the Shareholders
Dear Sir or Madam,

1. 1. PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE
   2. 1. 
         ITS OWN SHARES;
      2. RE-ELECTIONOF DIRECTORS;
2. PAYMENT OF FINAL DIVIDEND OUT OF SHARE PREMIUM ACCOUNT; AND

(IV) NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The primary purposes of this circular are to provide you with information regarding the resolutions to be proposed at the AGM which include, among other matters, the approval for (i) the granting of the General Mandate (inducing the extended General Mandate) and the Repurchase Mandate to the Directors; and (ii) the re-election of Directors; (iii) the payment of Final Dividend out of Share Premium Account; and (iv) to give you notice of the AGM.

3

LETTER FROM THE BOARD

2. GENERAL MANDATE AND REPURCHASE MANDATE

At the AGM, the Directors propose to seek the approval of the Shareholders to grant to the Directors the General Mandate (including the extended General Mandate) and the Repurchase Mandate.

General Mandate

At the AGM, an ordinary resolution will be proposed such that the Directors be given an unconditional general mandate (i.e. the General Mandate) to allot, issue and deal with unissued Shares or underlying shares of the Company (other than by way of rights or pursuant to a share option scheme for employees of the Company or Directors and/or any of its subsidiaries or pursuant to any scrip dividend scheme or similar arrangements providing for the allotment and issue of Shares in lieu of whole or part of the dividend on Shares in accordance with the Articles of Association) or make or grant offers, agreements, options and warrants which might require the exercise of such power, of an aggregate amount of up to 20% of the issued Shares as at the date of granting of the General Mandate.

In addition, a separate ordinary resolution will further be proposed for extending the General Mandate authorising the Directors to allot, issue and deal with Shares to the extent of the Shares repurchased pursuant to the Repurchase Mandate. Details on the Repurchase Mandate are further elaborated below.

As at the Latest Practicable Date, the Company has an aggregate of 7,208,387,880 Shares in issue. Subject to the passing of the resolution for the approval of the General Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the General Mandate to allot, issue and deal with a maximum of 1,441,677,576 Shares.

Repurchase Mandate

At the AGM, an ordinary resolution will also be proposed such that the Directors be given an unconditional general mandate to repurchase Shares (i.e. the Repurchase Mandate) on the Stock Exchange of an aggregate amount of up to a maximum 10% of the issued Shares as at the date of granting of the Repurchase Mandate.

Subject to the passing of the resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 720,838,788 Shares.

4

LETTER FROM THE BOARD

The General Mandate (including the extended General Mandate) and the Repurchase Mandate shall continue to be in force during the period from the date of passing of the resolutions for the approval of the General Mandate (including the extended General Mandate) and the Repurchase Mandate up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, the Companies Law or any applicable laws of the Cayman Islands to be held; or (iii) the revocation or variation of the General Mandate (including the extended General Mandate) or the Repurchase Mandate (as the case may be) by ordinary resolution of the Shareholders in general meeting, whichever occurs first (the "Relevant Period").

The Company may only repurchase its Shares on the Exchange if:

1. the Shares proposed to be repurchased by the Company are fully paid up;
2. the Company has previously sent to the Shareholders the explanatory statement set out in the Appendix I to this circular; and
3. the Shareholders have in general meeting approved the Repurchase Mandate and the relevant documents in connection therewith have been delivered to the Stock Exchange.

An explanatory statement in connection with the Repurchase Mandate and as required pursuant to the Listing Rules is set out in Appendix I to this circular. The explanatory statement contains all the requisite information required under the Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.

3. RE-ELECTION OF DIRECTORS

Article 83(3) of the Articles of Association, the Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of Shareholders after his appointment and be subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

According to Article 84(1) of the Articles of Association, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years. According to Article 84(2) of the Articles of Association, a retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the meeting at which he retires.

Mr. Hong Mingxian, Mr. Cai Huatan and Mr. Chan Sing Nun will retire from office at the AGM. Being eligible, each of them will offer himself for re-election as executive/non-executive/independentnon-executive Director (as the case may be).

5

LETTER FROM THE BOARD

At the AGM, ordinary resolutions will be proposed to re-elect each of Director as an executive/ non-executive/independentnon-executive Director (as the case may be).

Details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix II to this circular.

4. PAYMENT OF FINAL DIVIDEND OUT OF SHARE PREMIUM ACCOUNT

Reference is made to the announcement of the Company dated 29 March 2021 regarding the annual results of the Group for the year ended 31 December 2020.

Subject to the approval of the Shareholders, the Board proposes the declaration and payment of the Final Dividend of HK0.5 cent per Share out of the Share Premium Account.

As at the Latest Practicable Date, the Company has 7,208,387,880 Shares in issue. Based on the number of the issued Shares as at the Latest Practicable Date, the Final Dividend, if declared and paid, will amount to approximately HK$36,042,000. Subject to the fulfilment of the conditions set out in the section headed "Conditions of the Payment of the Final Dividend out of the Share Premium Account" below, the Final Dividend is intended to be paid out of the Share Premium Account pursuant to Article 134 of the Articles of Association and in accordance with the Companies Law.

As at 31 December 2020, based on the audited consolidated financial statements of the Company, the amount standing to the credit of the Share Premium Account was approximately HK$1,940,275,000 (equivalent to approximately RMB1,650,607,000). Following the payment of the Final Dividend, there will be a remaining balance of approximately HK$1,904,233,000 (equivalent to approximately RMB1,619,971,000) standing to the credit of the Share Premium Account.

Condition of the Payment of the Final Dividend out of the Share Premium Account

The payment of the Final Dividend out of the Share Premium Account is conditional upon the satisfaction of the following conditions:

1. the passing of the ordinary resolution by the Shareholders declaring and approving the payment of the Final Dividend out of the Share Premium Account pursuant to Article 134 of the Articles of Association; and
2. the Directors being satisfied that there are no reasonable grounds for believing that the Company is, immediately following the date on which the Final Dividend is paid, unable to pay its liabilities as they fall due in the ordinary course of business.

Subject to the fulfilment of the above conditions, it is expected that the Final Dividend will be paid in cash on or about 28 July 2021 to those Shareholders whose names appear on the register of members of the Company at close of business on Thursday, 15 July 2021, being the record date for determination of entitlements to the Final Dividend. In order to qualify for the Final Dividend, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computer 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 Monday, 12 July 2021.

6

LETTER FROM THE BOARD

The conditions set out above cannot be waived. If the conditions set out above are not satisfied, the Final Dividend will not be paid.

Reasons for and effect of the payment of the Final Dividend out of the Share Premium Account

As the business and operations for the Group have generated positive earning, the Board considers it appropriate to distribute the Final Dividend in recognition of the Shareholders' support.

The Company is a holding company and a significant part of the Group's business is carried out through operating subsidiaries of the Company at which level earnings are retained. As such, the Company may not have sufficient retained earnings to pay the Final Dividend at the holding company level. Having taken into account a number of factors including cash flow and financial condition of the Company, the Board considers it appropriate and proposes that Final Dividend be paid out of the Share Premium Account in accordance with Article 134 of the Articles of the Association. The Board considers such an arrangement to be in the interests of the Company and its Shareholders as a whole.

The Board believes that the payment of the Final Dividend will not have any material adverse effect on the financial position of the Group and does not involve any reduction in the authorised or issued share capital of the Company or reduction in the nominal value of the Shares or result in any change in the trading arrangements in respect of the Shares.

5. AGM

The notice convening the AGM to be held at 16/F, Euro Trade Centre, 13-14 Connaught Road Central, Central, Hong Kong on Tuesday, 29 June 2021 at 3:00 p.m. is set out on page 15 to 20 of this circular. A form of proxy for use at the AGM is enclosed with this circular.

Ordinary resolutions will be proposed at the AGM to approve, among other things, the granting of the General Mandate (including the extended General Mandate) and the Repurchase Mandate, the reelection of Directors and the payment of the Final Dividend out of the Share Premium Account.

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited at Rooms 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

All the resolutions proposed to be approved at the AGM will be taken by poll and an announcement will be made by the Company after the AGM on the results of the AGM.

7

LETTER FROM THE BOARD

6. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

7. RECOMMENDATION

The Directors consider the proposed grant of the General Mandate (including the extended General Mandate) and the Repurchase Mandate, the proposed re-election of Directors and the declaration of the Final Dividend out of the Share Premium Account are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

8. GENERAL

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.

9. MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Your faithfully,

For and on behalf of the Board

Differ Group Holding Company Limited

HONG Mingxian

Chairman and Executive Director

8

APPENDIX I	EXPLANATORY STATEMENT

This Appendix I serves as an explanatory statement given to all Shareholders relating to a resolution to be proposed at the AGM authorising the proposed Repurchase Mandate.

This explanatory statement contains all information pursuant to Rule 10.06(1)(b) and other relevant provisions of the Listing Rules which is set out as follows:

1. LISTING RULES RELATING TO THE REPURCHASE OR SHARES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their shares on the Stock Exchange and any other stock exchange on which the securities of the company are listed and such exchange is recognized by the Securities and Future Commission of Hong Kong subject to certain restrictions. Among such restrictions, the Listing Rules provide the shares of such company must be fully paid up and all repurchase of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general repurchase mandate or by specific approval of a particular transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 7,208,387,880 Shares in issue. Subject to the passing of the proposed resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 720,838,788 Shares during the period prior to the next annual general meeting of the Company following the passing of the resolution approving the Repurchase Mandate.

3. REASONS OF THE REPURCHASE

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase the Shares in the market. Share repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders as a whole.

4. SOURCE OF FUNDS

Repurchase made pursuant to the Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Articles of Association, the Companies Law and other applicable laws of the Cayman Islands. A listed company shall not repurchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Under the Companies Law, repurchases by the Company may only be made out of profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose, or out of capital on if immediately following the date the payment out of capital is proposed to be made, the Company shall be able to pay its debts as they fall due in the ordinary course of business. Any premium payable on a purchase over the par value of the Shares to be purchased must be provided for out of profits of the Company or out of the Company's share premium account.

9

APPENDIX I	EXPLANATORY STATEMENT

5. IMPACT OF THE REPURCHASE

Taking into account the current working capital position of the Company, the Directors consider that, if the Repurchases Mandate was to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with the position as at 31 December 2020, being the date of its latest published audited consolidated financial statements. However, the Directors do not intend to make any repurchase to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

6. THE TAKEOVERS CODE

If a Shareholder's proportionate interest in the voting rights of the company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and becomes obliged to make a mandatory offer in accordance with Rule 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge of the Directors, Expert Corporate Limited was interested in 3,001,200,000 Shares, representing 41.63% of the issued share capital of the Company. Based on the said interest as at the Latest Practicable Date, in the event that the Directors exercise in full the power under the Repurchase Mandate to repurchase Shares, the interests of Expert Corporate Limited in the issued share capital of the Company will be increased to 46.30%.

The Directors do not intend to exercise the power to repurchase Shares to an extent which would render any Shareholder or a group of Shareholders obliged to make a mandatory offer under Rule 26 or Rule 32 of the Takeovers Code.

The Directors will not repurchase the Shares if the repurchase would result in the number of Shares in public hands falling below the prescribed minimum percentage of 25% as required by the Stock Exchange.

10

APPENDIX I	EXPLANATORY STATEMENT

7. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months up to the Latest Practicable Date were as follows:

	Price per Share
	Highest	Lowest
	HK$	HK$
2020
April	0.495	0.425
May	0.475	0.415
June	0.53	0.42
July	0.63	0.53
August	0.70	0.61
September	0.74	0.67
October	0.73	0.69
November	0.79	0.70
December	0.77	0.72
2021
January	0.74	0.68
February	0.80	0.71
March	1.40	0.80
April (up to the Latest Practicable Date)	0.98	0.84

8. SHARE REPURCHASE MADE BY THE COMPANY

No Shares have been repurchased by the Company in the six months preceding the Latest Practicable Date.

9. THE DIRECTORS, THEIR ASSOCIATES AND THE CONNECTED PERSON OF THE COMPANY

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if such is approved by the Shareholders at the AGM and exercised.

No connected person (as defined in the Listing Rules) of the Company has notified the Company that he has present intention to sell any Shares to the Company or its subsidiaries nor has any such connected person undertaken not to do so in the event that the Repurchase Mandate is granted.

10. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, that they will only exercise the power of the Company to make repurchase pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands.

11

APPENDIX II	INFORMATION ON THE RETIRING DIRECTORS

Detail of the Directors who will retire from office at the AGM and being eligible, will offer themselves for re-election at the AGM, are set out below:

1. Mr. Hong Mingxian ("Mr. Hong") Qualifications and experience

Mr. Hong, aged 46, was appointed as our executive Director on 4 December 2012. Mr. Hong is the chairman of our Company. Mr. Hong is responsible for the overall strategic formulation, management and planning of our Group.

Mr. Hong attended and completed a long distance learning course in economic management organized by Beijing Economic Management Open Institute (北京經濟管理函授學院) in July 2004. Mr. Hong is the vice chairman of Xiamen City Federation of Industry and Commerce (Chamber of Commerce) (廈門市工商聯(總商會)), the vice chairman of 2nd Council of Xiame Glory Society (廈門光彩事業促進會), a chief supervisor of Capital Association of Fujian Chamber of Commerce (福建閩商資本聯合會), the honorary chairman of Zhejiang Province Fujian Chamber

of Commerce (浙江省福建商會) and the honorary chairman of Fujian Youth Entrepreneurship Promotion Association (福建青年創業促進會). Mr. Hong was awarded the title of "Excellent builder of non-public economy of Fujian Province (福建省非公有制經濟優秀建設者)" from People's Government of Fujian Province.

Mr. Hong has about 8 years' experience in corporate management before he joined the Group in September 2008. From August 2007 and September 2009, Mr. Hong worked at a property development company based in Jiangsu Province, PRC and last held the position of executive director.

Interests in Shares

As at the Latest Practicable Date, Mr. Hong was interested in (i) long position in 3,001,200,000 Shares, which were held by Expert Corporate Limited, a company wholly and beneficial owned by Mr. Hong; and (ii) share options entitling him to subscribe for 6,400,000 Shares.

Save as disclosed above, Mr. Hong did not have any other interests or underlying interests in the Shares within the meaning of Part XV of the SFO.

Others

Mr. Hong has entered into a service agreement with the Company with a term of three years. He is subject to retirement and re-election at the annual general meeting of Company in accordance with the Articles of Association. He is entitled to an annual salary of HK$750,000, which is determined with reference to the performance of his duties, and a discretionary management bonus. The Remuneration Committee will review his salary and then make recommendation to the Board.

Mr. Hong does not have any other relationship with any existing Directors, the Senior Management, substantial Shareholders or controlling Shareholders (within the meaning of the Listing Rules). He has not held any directorship in other public listed companies in the past three years prior to the Latest Practicable Date.

Save as disclosed above, there is no other matter that needs to be brought to the attention of the Shareholders and there is no information relating to Mr. Hong that is required to be disclosed pursuant to any of the requirement of Rules 13.51(2)(h) to (v) of the Listing Rules.

12

APPENDIX II	INFORMATION ON THE RETIRING DIRECTORS

1. Mr. Cai Huatan ("Mr. Cai") Qualifications and experience

Mr. Cai, aged 61, was appointed as an executive Director on 26 November 2013 and re-designated to a non-executive director on 28 February 2019. Mr. Cai is the honorary chairman of our Company. Mr. Cai graduated from a postgraduate programme in economic law from the Law School of Sichuan University (四川大學) in 1996. Before he joined the Group in September 2008, Mr. Cai has approximately 30 years of experience in management and public administration. From 1980 to 2005, Mr. Cai worked for various departments of the governments of Shishi and Quanzhou.

Interests in Shares

As at the Latest Practicable Date, Mr. Cai did not have any interests or underlying interests in the Shares within the meaning of Part XV of the SFO.

Others

Mr. Cai has entered into a letter of appointment with the Company for a team of three years. He is subject to retirement and re-election at the annual general meeting of the Company in accordance with the Articles of Association. He is entitled to annual salary of HK$96,000, which is determined with reference to the performance of his duties, and allowance. The Remuneration Committee will review his salary and then make recommendation to the Board.

Mr. Cai does not have any relationship with any existing Directors, Senior Management, substantial Shareholders or controlling Shareholders (within the meaning of the Listing Rules). He has not held any directorship in other public listed companies in the past three years prior to the Latest Practicable Date.

Save as disclosed above, there is no other matter that needs to be brought to the attention of the Shareholders and there is no information relating to Mr. Cai that is required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II	INFORMATION ON THE RETIRING DIRECTORS

1. Mr. Chan Sing Nun ("Mr. Chan") Qualifications and experience

Mr. Chan, aged 46, joined the Group as an independent non-executive Director on 26 November 2013. Mr. Chan is a certified public accountant of the Hong Kong Institute of Certified Public Accountants and a member of the Association of Chartered Certified Accountants. Mr. Chan has over 15 years' experience in auditing, accounting and financial management. Mr. Chan currently is a financial controller for a private company and a principal of an audit firm in Hong Kong. Other than his directorship in the Company, Mr. Chan is currently an independent non-executive director of Guangdong Kanghua Healthcare Co., Ltd (stock code: 3689).

Interests in Shares

As at the Latest Practicable Date, Mr. Chan did not have any interests or underlying interests in the Shares within the meaning of Part XV of the SFO.

Others

Mr. Chan has entered into a letter of appointment with the Company for a team of three years. He is subject to retirement and re-election at the annual general meeting of the Company in accordance with the Articles of Association. He is entitled to annual salary of HK$96,000, which is determined with reference to the performance of his duties, and allowance. The Remuneration Committee will review his salary and then make recommendation to the Board.

Mr. Chan does not have any relationship with any existing Directors, Senior Management, substantial Shareholders or controlling Shareholders (within the meaning of the Listing Rules). Save as disclosed herein, he has not held any directorship in other public listed companies in the past three years prior to the Latest Practicable Date.

Save as disclosed above, there is no other matter that needs to be brought to the attention of the Shareholders and there is no information relating to Mr. Chan that is required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules.

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NOTICE OF AGM

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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Differ Group Holding Company Limited (the "Company", together with its subsidiaries, the "Group") will be held at 16/F, Euro Trade Centre, 13-14 Connaught Road Central, Central, Hong Kong on Tuesday, 29 June 2021 at 3:00 p.m. (the "Meeting") to consider and if thought fit, transact the following purposes:

ORDINARY BUSINESS

1. to receive and consider the audited consolidated financial statements and the reports of the directors (the "Directors") and auditors of the Company for the year ended 31 December 2020;
2. (a) to re-elect Mr. Hong Mingxian as an executive Director;
3. 1. to re-elect Mr. Cai Huatan as a non-executive Director;
   2. to re-elect Mr. Chan Sing Nun as an independent non-executive Director;
   3. to authorise the board of Directors (the "Board") to fix the Directors' remunerations;
4. to re-appoint BDO Limited as the auditors of the Company and to authorise the Board to fix their remuneration;

SPECIAL BUSINESS

4. as special business, to consider and, if thought fit, to pass with or without modification the following ordinary resolution (with or without modification):

"THAT:

1. the declaration and payment of a final dividend of HK0.5 cent per ordinary share out of the share premium account of the Company (the "Final Dividend") to shareholders (the "Shareholders") of the Company whose names appear on the register of members of the Company on the record date fixed by the Board for determining the entitlements to the Final Dividend be and is hereby approved; and
2. any Director be and is hereby authorised to take such action, do such things and execute such further documents as the Director may at his absolute discretion consider necessary or desirable for the purpose of or in connection with the implementation of the payment of the Final Dividend."

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NOTICE OF AGM

5. as special businesses, to consider and, if thought fit, pass the following resolutions as ordinary resolutions (with or without modification):

"THAT:

1. subject to paragraph (c) below, pursuant to Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with the unissued shares of the Company (the "Shares") and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall be in addition to any other authorization given to the Directors and shall authorise the Directors during the Relevant Period (as defined below) to make or grant offers, agreements and options which might require the exercise of such powers either during or after the end of the Relevant Period (as defined below);
3. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the existing share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of:
4. 1. 20 per cent of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and
   2. if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company, the nominal amount of any share capital of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of resolution no. 6),

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

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NOTICE OF AGM

1. for the purposes of this resolution:
   "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law (Revised) of the Cayman Islands or any other applicable laws of the Cayman Islands to be held; and
   3. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;

"Rights Issue" means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligation under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong)";

6. as special business, to consider and, if thought fit, pass the following resolution as an ordinary resolution (with or without modification):

"THAT:

1. subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Law (Revised) of the Cayman Islands and all other applicable laws of the Cayman Islands in this regard, be and the same is hereby generally and unconditionally approved;
2. the aggregate nominal amount of Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period (as define below) shall not exceed 10 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

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NOTICE OF AGM

1. for the purposes of this resolution, "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law (Revised) of the Cayman Islands or any other applicable law of the Cayman Islands to be held; and
   3. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.";

7. as special business, to consider and, if thought fit, pass the following resolution as an ordinary resolution (with or without modification):

"THAT conditional upon the passing of resolution Nos. 5 and 6 (as set out in the Notice of this Meeting), the unconditional general mandate granted to the Directors and for the time being in force to exercise the powers of the Company to allot, issue and deal with shares of the Company pursuant to resolution No. 5 (as set out in the Notice of this Meeting) be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by Directors pursuant to such unconditional general mandate of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution No. 6 (as set out in the Notice of this Meeting), provided that such extended amount shall not exceed 10% of the aggregate nominal value of the issued share capital of the Company at the date of passing this resolution."

By order of the Board

Differ Group Holding Company Limited

HONG Mingxian

Chairman and Executive Director

Hong Kong, 26 April 2021

As at the date hereof, the Board comprised the following Directors:

Executive Directors	Mr. Hong Mingxian (Chairman)
	Mr. Ng Chi Chung
Non-executive Directors	Mr. Cai Huatan
	Mr. Wu Qinghan
Independent non-executive Directors	Mr. Chan Sing Nun
	Mr. Lam Kit Lam
	Mr. Chen Naike

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NOTICE OF AGM
Registered office	Cricket Square
	Hutchins Drive
	P.O. Box 2681
	Grand Cayman KY1-1111
	Cayman Islands
Headquarters and principal place of business	33/F., Differ Fortune Centre,
in the Peoples' Republic of China (the "PRC")	No. 503 Gaolin Middle Road,
	Huli District, Xiamen City,
	Fujian Province, PRC
Principal place of business in Hong Kong	16/F., Euro Trade Centre
registered under Part XI of the Company Ordinance	13-14 Connaught Road Central
	Central, Hong Kong

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 Rooms 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. In relation to the proposed resolution no. 2 above, details of the retiring Directors standing for re-election are set out in Appendix II to this circular.
6. In relation to proposed resolutions nos. 5 and 7 above, approval is being sought from the Shareholders for the granting to the Directors of a general mandate to authorise the allotment and issue of Shares under the Listing Rules. The Directors have no immediate plans to issue any new Shares other than Shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme which may be approved by the Shareholders.
7. In relation to proposed resolution no. 6 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase Shares in circumstances which they deem appropriate for the benefit of the Shareholders. An explanatory statement containing the information necessary to enable the Shareholders to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to this circular of which this notice of the annual general meeting form part.
8. Any vote at the Meeting shall be taken by poll.

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NOTICE OF AGM

1. For ascertaining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Thursday, 24 June 2021 to Tuesday, 29 June 2021, both days inclusive, during which period no transfer of shares will be registered. In order to be entitled to attend and vote at the AGM, 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 Wednesday, 23 June 2021.
2. For ascertaining the entitlements to the proposed Final Dividend, the register of members of the Company will be closed from Tuesday, 13 July 2021 to Thursday, 15 July 2021, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to receive the proposed Final Dividend, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computer 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 Monday, 12 July 2021.

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