Differ Group Auto Limited — Capital/Financing Update 2016

Dec 1, 2016

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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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)

PLACING OF BONDS

Placing Agent

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PLACING OF BONDS

On 1 December 2016 (after trading hours), the Company entered into the Placing Agreement with ChaoShang Securities Limited (the “ Placing Agent ”), whereby the Company has agreed to issue and the Placing Agent has agreed, on a best effort basis, to act as the Placing Agent to procure Placees to subscribe for the Bonds with an aggregate principal amount of up to HK$150,000,000.

Completion of the Placing of Bonds is subject to the fulilment of the terms and conditions under the Placing Agreement and the Placing Agent’s rights of termination of the Placing under the Placing Agreement. Accordingly, the Placing may or may not proceed. Shareholders and potencial investors are reminded to exercise caution when dealing in the securities of the Company.

This announcement is made by Differ Group Holding Company Limited (the “ Company ”) pursuant to the Inside Information Provision (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong, and Rule 13.09 of the Listing Rules.

THE PLACING AGREEMENT

Date : 1 December 2016 Issuer : The Company

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Placing Agent

• : The Placing Agent

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, as at the date of this announcement, each of the Placing Agent and its ultimate beneficial owners is an Independent Third Party.

Placees

• : The Bonds will be placed to independent Placees who will be professional, institutional or private investors, and who and whose ultimate beneficial owner(s) are Independent Third Parties.

• Aggregate Principal : Up to HK$150,000,000

• Amount

• Placing Period

  • : The period commencing from 1 December 2016 to 31 August 2017 (both days inclusive), or such period as agreed by the Company and the Placing Agent in writing.

• Completion of Placing

• : Subject to the termination rights of the Placing Agent under the Placing Agreement and the Placing Agent having served a completion notice on a Business Day during the placing period, placing completion shall take place at 4:00 p.m. (Hong Kong time) on each Completion Date (or such later time and date as the Placing Agent and the Company my agree in writing).

Conditions precedent to the Placing Agreement

Completion of the Placing Agreement is conditional upon the following conditions being fulfilled:

• (i) all necessary consents and approvals as may be obtained by the Company and the Placing Agent having been obtained for the Placing; and

• (ii) there being no Event of Default having occurred or occuring.

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Termination Rights of the Placing Agent

The Placing Agent may, by notice to the Company given at any time prior to the expiry of the placing period, terminate the Placing Agreement in the absolute opinion of the Placing Agent, the success of the Placing contemplated hereunder would be materially and adversely affected by:

• (i) the introduction of any new law or regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or is materially adverse in the context of the Placing; or

• (ii) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date hereof) of a political, military, financial, economic or other nature (whether or not ejusdem generis with any of the foregoing), or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or materially and makes it inexpedient or inadvisable to proceed with the Placing; or

• (iii) any adverse change in market conditions (including without limitation, any change in fiscal or monetary policy, or foreign exchange or currency markets, suspension or material restriction or trading in securities) occurs which may materially or adversely affect the success of the Placing or otherwise makes it inexpedient or inadvisable to proceed with the Placing; or

• (iv) any event of force majeure including, without limiting the generality thereof, any act of God, war, riot, public disorder, civil commotion, fire, flood, explosion, epidemic, terrorism, strike or lock-out; or

• (v) any suspension in the trading of securities generally or the Company’s securities on the Stock Exchange for a period of more than 15 consecutive Business Day; or

• (vi) any material breach of any of the Warranties comes to the knowledge of the Placing Agent.

PRINCIPAL TERMS OF THE BONDS

The principal terms of the Bonds are summarised below:

Aggregate principal amount : up to HK$150,000,000

Denomination : In denominations of HK$1,000,000

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• Interest : 6.0% per annum, accrued daily on a 365 days basis, from the date of issue of the Bonds up to the maturity date of the relevant Bonds or date of redemption of the Bonds whichever is earlier.

• Maturity date : Bonds I the fourth (4th) anniversary of the date(s) of issue of the Bonds I. Bonds II

the eighth (8th) anniversary of the date(s) of issue of the Bonds II. Status : unconditional, unsubordinated and unsecured Bonds. Listing : no application will be made for the listing of the Bonds.

The terms of Bonds were determined after arm’s length negotiations between the Company and the Placing Agent with reference to the prevailing market conditions.

REASONS FOR THE PLACING AND USE OF PROCEEDS

The Company is an investment holding company. The Group is principally engaged in the provision of (I) guarantee services, (II) express loan services, (III) financial services, (IV) finance lease services and (V) asset management services.

After deducting the commissions and other estimated expenses payable in connection with the Placing, the net proceeds from the issue of the Bonds will be utilized for the Group’s business development including (i) lending to the Group’s customers and acquisition of value assets in the ordinary and usual course of the Group’s business; and (ii) general working capital of the Group.

The Board considers that the Placing is in the best interest of the Company and the Shareholders as a whole.

The completion of Placing is subject to, amongst other things, the Placing Agent’s right of termination of the Placing under the Placing Agreement. Accordingly, the Placing may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following respective meanings:

“Board”

the board of Directors

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• “Bonds I” the four-year 6% coupon unlisted bonds with an aggregate principal amount of up to HK$150,000,000 (including the principal amount of Bond II) pursuant to the Placing Agreement

• “Bonds II”

  • the eight-year 6% coupon unlisted bonds with an aggregate principal amount of up to HK$150,000,000 (including the principal amount of Bond I) pursuant to the Placing Agreement

• “Bond(s)” collectively Bonds I and Bonds II

• “Business Day(s)” any day (excluding Saturday, Sunday or public holiday) on which licensed banks in Hong Kong are generally open for business

• “Completion Date”

  • the date within the Placing Period after the Placing Agent has served a closing notice to the Company for each Placing

• “Company”

  • Differ Group Holding Company Limited, a company incorporated in the Cayman Islands with limited liability, and the shares of which are listed on the Stock Exchange (Stock code: 6878)

• “Director(s)” director(s) of the Company

• “Event of Default”

  • any event as stipulated in the terms and conditions of the Bonds

• “Group”

  • the Company and its subsidiaries from time to time

• “HK$”

  • Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

  • the Hong Kong Special Administrative Region of the People’s Republic of China

• “Independent Third Party”

  • A party which/who is not a Connected Person of the Company and is independent of the Company and its Connected Persons

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange

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“Placee(s)” the subscriber(s) of the Bond(s) which the Placing Agent will procure on a best effort basis pursuant to the Placing Agreement “Placing” the placing of the Bond(s) by the Placing Agent on a best effort basis pursuant to the terms of the Placing Agreement

• “Placing Agent” ChaoShang Securities Limited, a corporation licensed to carry out type 1 (dealing in securities) regulated activities under the SFO

• “Placing Agreement” the placing agreement dated 1 December 2016 entered into between the Company and Placing Agent in relation to the Placing

• “SFO” Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

• “Shareholder(s)” the shareholder(s) of the Company

• “Stock Exchange” the Stock Exchange of Hong Kong Limited

• “Warranties” the representations, warranties and undertakings under the Placing Agreement

• “%” per cent

By order of the Board of Differ Group Holding Company Limited HONG Mingxian Chairman and Executive Director

Hong Kong, 1 December 2016

As at the date of this announcement, the Board of the Company comprises Mr. HONG Mingxian (Chairman), Mr. NG Chi Chung (Chief Executive Officer), Mr. CAI Huatan as the executive Directors, Mr. CAI Jianfeng, Mr. WU Qinghan as the non-executive Directors and Mr. CHAN Sing Nun, Mr. TSANG Hin Man Terence, Mr. ZENG Haisheng as the independent non-executive Directors.

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