Differ Group Auto Limited — Capital/Financing Update 2018

Jun 7, 2018

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)

PLEDGE OF SHARES BY CONTROLLING SHAREHOLDER

This announcement is made by Differ Group Holding Company Limited (the “ Company ”) pursuant to Rules 13.17 of the Rules (the “ Listing Rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

The board of directors (the “ Directors ”) of the Company would like to announce that on 7 June 2018, the Company as issuer entered into a subscription agreement (the “ Subscription Agreement ”) with certain subscribers (the “ Subscribers ”), pursuant to which the Subscribers agreed to subscribe for the senior guaranteed notes of the Company in the aggregate principal amount of US$19,000,000.

PLEDGE OF SHARES BY A CONTROLLING SHAREHOLDER

In accordance with the Subscription Agreement, Expert Corporate Limited (“ Expert Corporate ”), one of the controlling shareholders (as defined in the Listing Rules) of the Company, which is wholly-owned by Mr. Hong Mingxian, an executive Director, has executed a share and account charge (“ Share and Account Charge ”) in favour of the Subscribers, pursuant to which Expert Corporate has charged all the securities, including the 750,000,000 shares (the “ Pledged Shares ”) of the Company as collaterals, and assets, in a designated securities account of Expert Corporate as security for, among others, the performance and repayment obligation of the Company under the Subscription Agreement. The Pledged Shares represent approximately 17.36% of the total issued shares of the Company as at the date of this announcement.

As at the date of this announcement, Expert Corporate has an aggregate interest of approximately 45.56% of the issued share capital of the Company.

By order of the board of Differ Group Holding Company Limited HONG Mingxian Chairman and executive Director

Hong Kong, 7 June 2018

As at the date of this announcement, the executive Directors are Mr. HONG Mingxian, Mr. NG Chi Chung and Mr. CAI Huatan; the non-executive Directors are Mr. CAI Jianfeng and Mr. WU Qinghan; and the independent non-executive Directors are Mr. CHAN Sing Nun, Mr. LAM Kit Lam and Mr. ZENG Haisheng.