Differ Group Auto Limited — Capital/Financing Update 2020

Jul 10, 2020

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)

COMPLETION OF DISCLOSEABLE TRANSACTION INVOLVING ISSUE OF CONSIDERATION SHARES UNDER GENERAL MANDATE

Reference is made to the announcement of Differ Group Holding Company Limited (the “ Company ”) dated 18 June 2020 (the “ Announcement ”) and the supplemental announcement of the Company dated 7 July 2020 in relation to the discloseable transaction in relation to (1) acquisition of 49% equity interest in Weihai Zhongtian Real Estate Limited*; and (2) acquisition of 51% equity interest in and debt due by Shanghang Fengda Real Estate Co., Ltd* involving issue of Consideration Shares under General Mandate. Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the Announcement.

COMPLETION OF THE ACQUISITIONS

The Board is pleased to announce that Completion of the Acquisitions took place on 10 July 2020 in accordance with the terms and conditions of the Agreement. As a result, the Company allotted and issued 580,000,000 Consideration Shares to the Vendor and his nominees under the General Mandate as full settlement of the Consideration.

The number of the Consideration Shares represents approximately 8.75% of the issued share capital of the Company prior to the allotment and issuance of the Consideration Shares, and approximately 8.05% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares.

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EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

The table below sets out the shareholding structure of the Company (i) immediately prior to the allotment and issuance of the Consideration Shares; and (ii) immediately after the allotment and issuance of the Consideration Shares:

Expert Corporate Limited(Note 1)Ever Ultimate Limited_(Note 2)Mr. Ng Chi Chung(Note 2)_Vendor and his nomineesOther public shareholdersTotal:	Immediately prior to theallotment and issuance of theConsideration SharesNumber ofSharesApproximate%3,001,200,00045.28%822,000,00012.40%305,898,0004.61%––2,499,289,88037.71%6,628,387,880100.00%	Immediately after theallotment and issuance of theConsideration SharesNumber ofSharesApproximate%3,001,200,00041.63%822,000,00011.40%305,898,0004.24%580,000,0008.05%2,499,289,88034.68%7,208,387,880100.00%

Notes:

1. Expert Corporate Limited is beneficially wholly-owned by Mr. Hong Mingxian, the chairman, an executive Director and a substantial shareholder of the Company. Mr. Hong Mingxian is therefore deemed to be interested in the Shares owned by Expert Corporate Limited.

2. Ever Ultimate Limited in beneficially wholly-owned by Mr. Ng Chi Chung. Mr. Ng Chi Chung is therefore deemed to be interested in the Shares owned by Ever Ultimate Limited.

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

Hong Kong, 10 July 2020

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

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