Differ Group Auto Limited — Capital/Financing Update 2015

Oct 22, 2015

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 PLACING OF EXISTING SHARES AND TOP-UP SUBSCRIPTION OF NEW SHARES UNDER GENERAL MANDATE

Joint Placing Agents

Co-manager

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The Board is pleased to announce that completion of the Placing took place on 16 October 2015 and a total of 42,000,000 Placing Shares were successfully placed to not less than six independent Placees at the Placing Price.

The Board is also pleased to announce that all the conditions of the Subscription as set out in the Subscription Agreement have been fulfilled and completion of the Subscription took place on 22 October 2015 whereby a total of 42,000,000 Subscription Shares were allotted and issued to the Subscriber at the Subscription Price.

The gross proceeds from the Subscription are approximately HK$155.4 million, and the net proceeds from the Subscription are approximately HK$152.9 million after deducting the placing commission and other expenses incurred in the Placing and the Subscription.

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Reference is made to the announcement of Differ Group Holding Company Limited (the “ Company ”) dated 12 October 2015 (the “ Announcement ”) in relation to the Placing of existing Shares and the Subscription of new Shares. Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement.

COMPLETION OF PLACING OF EXISTING SHARES AND TOP-UP SUBSCRIPTION OF NEW SHARES

The Board is pleased to announce that completion of the Placing took place on 16 October 2015. CGI has exercised its right under the Over Size Option to place additional 7,000,000 Placing Shares. Hence, a total of 42,000,000 Placing Shares were successfully placed to not less than six independent Placees at the Placing Price.

The Board is also pleased to announce that all the conditions of the Subscription as set out in the Subscription Agreement have been fulfilled and completion of the Subscription took place on 22 October 2015 whereby a total of 42,000,000 Subscription Shares were allotted and issued to the Subscriber at the Subscription Price.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, each of the Placees and its ultimate beneficial owners (where applicable) is an Independent Third Party and none of the Placees has become a substantial Shareholder (as defined in the Listing Rules) upon completion of the Placing and the Subscription.

The gross proceeds from the Subscription are approximately HK$155.4 million, and the net proceeds from the Subscription are approximately HK$152.9 million after deducting the placing commission and other expenses incurred in the Placing and the Subscription. The Company intends to use the net proceeds from the Subscription for the Group’s business development including (i) lending to the Group’s customers and acquisition of distressed assets in the ordinary and usual course of the Group’s business; and (ii) general working capital of the Group.

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CHANGES IN THE SHAREHOLDING STRUCTURE OF THE COMPANY

The table below sets out the shareholding structure of the Company prior to and upon completion of the Placing and the Subscription:

			Shareholding immediately	Shareholding immediately
	Shareholding	immediately	after the completion of	after the completion of
	prior to the	Placing and	the Placing but	the Placing and
	the Subscription		before the Subscription	the Subscription
Name of	Number of		Number of	Number of
Shareholders	Shares held	Approx. %	Shares held Approx. %	Shares held Approx. %
The Subscriber_(note 1)_	300,000,000	30.00	258,000,00025.80	300,000,00028.79
Expert Corporate Limited
(note 2)	450,000,000	45.00	450,000,00045.00	450,000,00043.19
The Placees	–	–	42,000,0004.20	42,000,0004.03
Public	250,000,000	25.00	250,000,00025.00	250,000,00023.99
Total	1,000,000,000	100.00	1,000,000,000100.00	1,042,000,000100.00

notes:

1. The Subscriber is wholly and beneficially owned by Mr. Cai Huatan, an executive Director.

2. Expert Corporate Limited is wholly and beneficially owned by Ms. Shi Hongjiao, spouse of Mr. Hong Mingxian who is an executive Director.

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

Hong Kong, 22 October 2015

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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