Differ Group Auto Limited — Capital/Financing Update 2015

Jul 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 purposes 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 IN RELATION TO PLACING OF BONDS

Placing Agent

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On 17 July 2015, the Company and the Placing Agent entered into of the Supplemental Placing Agreement, pursuant to which the Company and the Placing Agent has agreed to alter and vary the maturity date of the Bonds to a day falling on the eighth (8th) anniversary of the date(s) of issue of the relevant Bond(s). Save for the maturity date of the Bonds, all the terms and conditions in the Placing Agreement and all the terms of Bonds remain unchanged.

Reference is made to the announcement of the Company dated 15 April 2015 (the “ Announcement ”) in relation to, among others, the Placing of Bonds. Unless the context requires otherwise, capitalised terms used herein shall bear the same meanings as defined in the Announcement.

SUPPLEMENTAL PLACING AGREEMENT

As disclosed in the Announcement, the Company and the Placing Agent has agreed that the maturity date of the Bonds be a day falling on the third (3rd) anniversary of the date(s) of issue of the relevant Bond(s). On 17 July 2015, the Company and the Placing Agent entered into a supplement placing agreement (the “ Supplemental Placing Agreement ”), pursuant to which, the Company and the Placing Agent has agreed to alter and vary the maturity date of the Bonds to a day falling on the eighth (8th) anniversary of the date(s) of issue of the relevant Bond(s). Save for the maturity date of the Bonds, all the terms and conditions in the Placing Agreement and all the terms of Bonds remain unchanged.

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Completion of the Placing of Bonds is subject to the fulfilment of the terms and conditions under the Placing Agreement (as supplemented by the Supplemental Placing Agreement) and the Placing Agent’s rights of termination of the Placing under the Placing Agreement (as supplemented by the Supplemental Placing Agreement). Accordingly, the Placing may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company.

By Order of the Board Differ Group Holding Company Limited Hong Mingxian Chairman

Hong Kong, 17 July 2015

As at the date of this announcement, the Board of the Company comprises Mr. Hong Mingxian (Chairman), Mr. Ng Chi Chung (Chief Executive Officer), Mr. Cai Huatan as the executive Directors, Mr. Cai Jianfeng, Mr. Wu Qinghan as the non-executive Directors and Mr. Chan Sing Nun, Mr. Tsang Hin Man Terence, Mr. Zeng Haisheng as the independent non-executive Directors.

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