Differ Group Auto Limited — Major Shareholding Notification 2016

Dec 30, 2016

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)

ACQUISITION OF SHARES BY A SUBSTANTIAL SHAREHOLDER AND DISPOSAL OF SHARES BY A SUBSTANTIAL SHAREHOLDER

ACQUISITION OF SHARES BY A SUBSTANTIAL SHAREHOLDER

The Company was informed by Ms. Shi that on 30 December 2016, Expert Corporate entered into the Acquisition Agreement with Ever Ultimate, pursuant to which Ever Ultimate agreed to sell and Expert Corporate agreed to purchase, 84,200,000 Shares, representing approximately 1.99% of the entire issued share capital of the Company as at the date of the Acquisition Agreement, for a cash consideration of HK$55,235,200. Completion of the Acquisition Agreement took place simultaneously upon signing of the Acquisition Agreement.

DISPOSAL OF SHARES BY A SUBSTANTIAL SHAREHOLDER

The Company was further informed by Ms. Shi that on 30 December 2016, due to family arrangement, she and Mr. Hong, who are wife and husband, entered into the Disposal Agreement pursuant to which Ms. Shi agreed to sell and Mr. Hong agreed to purchase, one (1) Ex Share, representing the entire issued share capital of Expert Corporate, which in turn owns 1,884,200,000 Shares, representing approximately 44.48% of the entire issued share capital of the Company as at the date of the Disposal Agreement, for a cash consideration of HK$1. Completion of the Disposal Agreement took place simultaneously upon signing of the Disposal Agreement.

EFFECTS ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

As a result of the completion of Agreements, Expert Corporate will own 1,884,200,000 Shares, representing approximately 44.48% of the entire issued share capital of the Company. Mr. Hong, being the beneficial owner of Expert Corporate, is deemed to be interested in all Shares owned by Expert Corporate.

This announcement is made by the Company pursuant to Rule 13.09(2)(a) of the Listing Rules and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

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ACQUISITION OF SHARES BY A SUBSTANTIAL SHAREHOLDER

The Company was informed by Ms. Shi that on 30 December 2016, Expert Corporate entered into the Acquisition Agreement with Ever Ultimate, pursuant to which Ever Ultimate agreed to sell and Expert Corporate agreed to purchase, 84,200,000 Shares, representing approximately 1.99% of the entire issued share capital of the Company as at the date of the Acquisition Agreement, for a cash consideration of HK$55,235,200. Completion of the Acquisition Agreement took place simultaneously upon signing of the Disposal Agreement.

DISPOSAL OF SHARES BY A SUBSTANTIAL SHAREHOLDER

The Company was further informed by Ms. Shi that on 30 December 2016, due to family arrangement, she and Mr. Hong, who are wife and husband, entered into the Disposal Agreement pursuant to which Ms. Shi agreed to sell and Mr. Hong agreed to purchase, one (1) Ex Share, representing the entire issued share capital of Expert Corporate, which owns 1,884,200,000 Shares, representing approximately 44.48% of the entire issued share capital of the Company as at the date of the Disposal Agreement, for a cash consideration of HK$1. Completion of the Disposal Agreement took place simultaneously upon signing of the Disposal Agreement.

EFFECTS ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

As a result of the completion of Agreements, Expert Corporate will own 1,884,200,000 Shares, representing approximately 44.48% of the entire issued share capital of the Company. Mr. Hong, being the beneficial owner of Expert Corporate, is deemed to be interested in all Shares owned by Expert Corporate.

To the best of the knowledge, information and belief of the Directors and based on shareholding records available and the information provided by Ms. Shi and Mr. Hong as set out above, the shareholding structure of the Company immediately before and after completion of the Agreements is set out as follows:

ShareholdersExpert Corporate_(Note)_Ever UltimateMr. Ng Chi ChungPublic ShareholdersTotal	Shareholding immediatelybefore the completionof the AgreementsNo. of SharesApprox. %1,800,000,00042.491,200,000,00028.3310,898,0000.261,225,111,88028.924,236,009,880100.00	Shareholding immediatelyafter the completionof the AgreementsNo. 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 AgreementsNo. 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: Expert Corporate was beneficially owned by Mr. Hong immediately after the completion of the Disposal Agreement and therefore Mr. Hong is deemed to be interested in the Shares owned by Expert Corporate.

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DEFINITIONS

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

• “Acquisition Agreement”

  • the unconditional Acquisition Agreement dated 30 December 2016 and entered into between Ever Ultimate as vendor and Expert Corporate as purchaser in respect of the disposal of the 84,200,000 Shares by Ever Ultimate to Expert Corporate

• “Agreements”

  • collectively, the Acquisition Agreement and the Disposal Agreement

• “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

• “Disposal Agreement”

  • the unconditional Disposal Agreement dated 30 December 2016 and entered into between Ms. Shi as vendor and Mr. Hong as purchaser in respect of the disposal of the one (1) Ex Share by Ms. Shi to Mr. Hong

• “Ever Ultimate” Ever Ultimate Limited, a company incorporated in the British Virgin Islands, a company wholly-owned by Mr. Cai Huatan, a substantial Shareholder

• “Ex Share”

  • the share of US$1.00 each in the share capital of Expert Corporate

• “Expert Corporate”

  • Expert Corporate Limited, a company incorporated in the British Virgin Islands, a company wholly-owned by Ms. Shi before completion of the Disposal Agreement and wholly-owned by Mr. Hong after completion of the Disposal Agreement and a substantial Shareholder

• “Director(s)”

  • the director(s) of the Company

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange

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• “Mr. Hong” Mr. Hong Mingxian, an executive Director and chairman of the Company, and the purchaser to the Disposal Agreement, the husband of Ms. Shi

• “Ms. Shi” Ms. Shi Hongjiao, vendor to the Disposal Agreement, the wife of Mr. Hong

• “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, 30 December 2016

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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