Differ Group Auto Limited — M&A Activity 2015

Sep 17, 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.

This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the Shares or other 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)

SUPPLEMENTAL ANNOUNCEMENT FOR

MAJOR TRANSACTION IN RESPECT OF THE ACQUISITION OF THE ENTIRE EQUITY INTEREST IN AND THE SALE LOAN OF JIASHI DEVELOPMENT LIMITED

References are made to the announcements of the Company dated 24 August 2015 and 25 August 2015 (the “ Announcements ”) respectively in relation to the Acquisition. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcements.

SECOND SUPPLEMENTAL DEED TO THE AGREEMENT

The Board announces that, on 17 September 2015 (after trading hours), the Purchaser entered into a second supplemental deed (the “ Second Supplemental Deed ”) with the Vendor and the Guarantor to amend the number of Sale Shares in the Target Company from 100 shares to 101 shares of US$1.00 each, being the entire issued share capital of the Target Company upon completion of reorganisation of the Target Group, which are beneficially and wholly-owned by the Vendor.

Save as disclosed above, there are no other material changes to the Agreement and all other terms and conditions of the Agreement remain unchanged and continue to be in full force and effect.

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

Hong Kong, 17 September 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.