Differ Group Auto Limited — Major Shareholding Notification 2017

Apr 12, 2017

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)

DISPOSAL OF SHARES BY A SUBSTANTIAL SHAREHOLDER

DISPOSAL OF SHARES BY A SUBSTANTIAL SHAREHOLDER

The Company was informed by Mr. Cai that on 12 April 2017, he and Mr. Ng entered into the Agreement pursuant to which Mr. Cai agreed to sell and Mr. Ng agreed to purchase, one (1) Ever Share, representing the entire issued share capital of Ever Ultimate, which in turn owns 1,115,800,000 Shares, representing approximately 26.34% of the entire issued share capital of the Company as at the date of the Agreement, for a cash consideration of HK$906,029,600. Completion of the Agreement took place simultaneously upon signing of the Agreement.

EFFECTS ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

As a result of the completion of the Agreement, Mr. Cai ceases to have interest in the Shares, and Mr. Ng is deemed to be interested in a total of 1,126,698,000 Shares, representing approximately 26.60% of the entire issued share capital of the Company.

This announcement is made by the Company pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on the Stock Exchange and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

DISPOSAL OF SHARES BY A SUBSTANTIAL SHAREHOLDER

The Company was informed by Mr. Cai that on 12 April 2017, he and Mr. Ng entered into the Agreement pursuant to which Mr. Cai agreed to sell and Mr. Ng agreed to purchase, one (1) Ever Share, representing the entire issued share capital of Ever Ultimate, which in turn owns 1,115,800,000 Shares, representing approximately 26.34% of the entire issued share capital of the Company as at the date of the Agreement, for a cash consideration of HK$906,029,600. Completion of the Agreement took place simultaneously upon signing of the Agreement.

EFFECTS ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

As a result of the completion of the Agreement, Mr. Cai ceases to have interest in the Shares, and Mr. Ng is deemed to be interested in a total of 1,126,698,000 Shares, representing approximately 26.60% of the entire issued share capital of the Company.

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To the best of the knowledge, information and belief of the Directors and based on shareholding records available and the information as set out above, the shareholding structure of the Company immediately before and after completion of the Agreement is set out as follows:

ShareholdersExpert Corporate Limited_(Note 1)Ever Ultimate(Note 2)_Mr. NgPublic ShareholdersTotal	Shareholding immediatelybefore the completionof the AgreementNo. of SharesApprox. %1,884,200,00044.481,115,800,00026.3410,898,0000.261,225,111,88028.924,236,009,880100.00	Shareholding immediatelyafter the completionof the AgreementNo. of SharesApprox. %1,884,200,00044.481,115,800,00026.3410,898,0000.261,225,111,88028.924,236,009,880100.00	Shareholding immediatelyafter the completionof the AgreementNo. of SharesApprox. %1,884,200,00044.481,115,800,00026.3410,898,0000.261,225,111,88028.924,236,009,880100.00
			100.00

Note:

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

2. Ever Ultimate is beneficially owned by Mr. Ng immediately after the completion of the Agreement. Mr. Ng is therefore deemed to be interested in the Shares owned by Ever Ultimate.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings when used herein:

• “Agreement”

the unconditional sale and purchase agreement dated 12 April 2017 and entered into between Mr. Cai as vendor and Mr. Ng as purchaser in respect of the disposal of the one (1) Ever Share by Mr. Cai to Mr. Ng

• “Board”

the board of Directors

• “Company”

Differ Group Holding Company Limited (stock code: 6878), a company incorporated in the Cayman Islands with limited liability, whose issued Shares are listed on the Stock Exchange

• “Director(s)”

the director(s) of the Company

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“Ever Share” the share of US$1.00 each in the share capital of Ever Ultimate

“Ever Ultimate” Ever Ultimate Limited, a company incorporated in the British Virgin Islands, which owns 1,115,800,000 Shares as at the date of this announcement

• “Mr. Cai” Mr. Cai Huatan, an executive Director and honorary chairman of the Company, and the vendor to the Agreement

• “Mr. Ng” Mr. Ng Chi Chung, an executive Director, the chief executive officer of the Company, and the purchaser to the Agreement

• “Share(s)” ordinary issued share(s) of HK$0.0025 each in the share capital of the Company

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

• “HK$”

  • Hong Kong Dollars, the lawful currency of Hong Kong

• “%”

per cent.

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

Hong Kong, 12 April 2017

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. TSANG Hin Man Terence and Mr. ZENG Haisheng.

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