Differ Group Auto Limited — Capital/Financing Update 2016

Dec 29, 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)

DISCLOSEABLE TRANSACTION PROVISION OF FINANCIAL ASSISTANCE

PROVISION OF FINANCIAL ASSISTANCE

The Board is pleased to announce that on 29 December 2016, the Finance Lease Agreement was entered into between Jiashi Xiamen (as the lessor) and the Customer (as the lessee). Pursuant to the Finance Lease Agreement, Jiashi Xiamen has agreed, among other things, (i) to purchase certain properties from the Customer at an aggregate consideration of approximately RMB110,000,000 (equivalent to approximately HK$123.6 million); (ii) to lease such properties back to the Customer immediately afterwards for a period of approximately 10 years for a series of rental payments payable by the Customer to Jiashi Xiamen on a monthly basis in an aggregate amount over the entire lease period of approximately RMB165,653,000 (including administration fee of RMB5,500,000) (equivalent to approximately HK$186.1 million); and (iii) to transfer the ownership of such properties to the Customer after the end of the lease period at a nominal consideration of RMB10,000.

IMPLICATIONS UNDER THE LISTING RULES

As certain applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the aggregate amount of financing provided by Jiashi Xiamen to the Customer pursuant to the Finance Lease Agreement were more than 5% but less than 25%, the Transaction constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements under the Listing Rules.

PROVISION OF FINANCIAL ASSISTANCE

The Board is pleased to announce that on 29 December 2016, the Finance Lease Agreement was entered into between Jiashi Xiamen (as the lessor) and the Customer (as the lessee). Pursuant to the Finance Lease Agreement, Jiashi Xiamen has agreed, among other things, (i) to purchase certain properties from the Customer at an aggregate consideration of approximately RMB110,000,000 (equivalent to approximately HK$123.6 million); (ii) to lease such properties back to the Customer immediately

1

afterwards for a period of approximately 10 years for a series of rental payments payable by the Customer to Jiashi Xiamen on a monthly basis in an aggregate amount over the entire lease period of approximately RMB165,653,000 (including administration fee of RMB5,500,000) (equivalent to approximately HK$186.1 million); and (iii) to transfer the ownership of such properties to the Customer after the end of the lease period at a nominal consideration of RMB10,000.

Summarised below are the principal terms of the Finance Lease Agreement:

FINANCE LEASE AGREEMENT

Date of the Finance Lease : 29 December 2016 Agreement Lessor : Jiashi Xiamen Lessee : The Customer Amount of financing provided by : Approximately RMB110,000,000 (equivalent Jiashi Xiamen to the Customer to approximately HK$123.6 million) Aggregate amount of rental : Approximately RMB165,653,000 (equivalent payment (including to approximately HK$186.1 million) administration fee of RMB5,500,000) Lease period : 120 months Ownership of the leased property : To be transferred to the Customer at a nominal after the end of lease period consideration of RMB10,000 (equivalent to approximately HK$11,236)

Based on the aforesaid terms of the Finance Lease Agreement, it is expected that an internal rate of return of approximately 11.4% (annualised) will be derived as a result of the Transaction.

SECURITY

The Customer has agreed to provide the following additional security to Jiashi Xiamen under the Finance Lease Agreement:

• (i) a cash deposit in the amount of RMB5,500,000 to be provided and pledged by the Customer to Jiashi Xiamen.

SOURCE OF FUNDING

The Transaction was funded by the Group’s internal resources.

2

INFORMATION ON THE CUSTOMER

The Customer is a limited liability company established in the PRC and is principally engaged in trading business in the PRC.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Customer and its ultimate beneficial owner are third parties independent of the Company and connected persons of the Company.

INFORMATION ON THE GROUP AND JIASHI XIAMEN

The Group is a provider of short to medium-term financing and financing-related solutions in PRC and Hong Kong and is principally engaged in the provision of (i) financing guarantee services, (ii) express loan services, (iii) financial services, (iv) finance lease services and (v) asset management services.

Jiashi Xiamen is a wholly foreign-owned enterprise established in the PRC and an indirect 63% owned subsidiary of the Company. Jiashi Xiamen is principally engaged in the finance lease business of the Group.

REASONS FOR, AND BENEFITS OF, ENTERING INTO THE TRANSACTION

Taking into account the principal business activities of the Group, the Transaction is in the ordinary and usual course of business of the Group.

The terms of the Finance Lease Agreement (including the amount of financing provided, the amount of rental payments and the lease periods) were negotiated on an arm’s length basis between Jiashi Xiamen and the Customer based on, among other things, the financing needs requested by the Customer, the type of properties involved, the quality and value of the security provided, and the Group’s assessment on the source of funds for rental payments and the business conditions and creditworthiness of the Customer. The Directors are of the view that the Finance Lease Agreement was entered into on normal commercial terms in accordance with the Group’s approval procedures. Taking into account the approval procedures undertaken by the Group and that interest income is expected to be generated as a result of the entering into of the Finance Lease Agreement, the Directors consider that the terms of the Transaction are fair and reasonable and in the interest of the Company and the Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

As certain applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the aggregate amount of financing provided by Jiashi Xiamen to the Customer pursuant to the Finance Lease Agreement were more than 5% but less than 25%, the Transaction constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements under the Listing Rules.

3

DEFINITIONS

In this announcement, the following terms shall have the meanings set out below unless the context requires otherwise:

• “Board” the board of Directors “Company” Differ Group Holding Company Limited “Customer” a limited liability company established in the PRC which is principally engaged in trading business in the PRC

• “Director(s)” the director(s) of the Company “Finance Lease Agreement” the finance lease agreement dated 29 December 2016 entered into between Jiashi Xiamen (as the lessor) and the Customer (as the lessee) in relation to the granting of the finance lease service by Jiashi Xiamen to the Customer

• “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Jiashi Xiamen” 嘉實（廈門）融資租賃有限公司 (Jiashi (Xiamen) Finance Lease Limited), a wholly foreign-owned enterprise established in PRC and an indirect 63% owned subsidiary of the Company

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

• “PRC” the People’s Republic of China, for the purpose of this announcement excludes Hong Kong, Macau Special Administrative Region of the PRC and Taiwan

• “Shareholder(s)” shareholder(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited

4

“Transaction”

the granting of an aggregate amount of approximately RMB110,000,000 (equivalent to approximately HK$123.6 million) of financing by Jiashi Xiamen to the Customer pursuant to the Finance Lease Agreement

“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

“RMB”

Renminbi, the lawful currency of the PRC

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

Hong Kong, 29 December 2016

In this announcement, translation of RMB into HK$ is based on the exchange rate of HK$1: RMB0.89. No representation is made that any amounts in RMB and HK$ can be or could have been converted at the above exchange rate or any other rates.

In this announcement, translated English names of Chinese entities for which no official English translation exists are unofficial translations for identification purposes only, and in the event of any inconsistency between the Chinese names and their English translation, the Chinese names shall prevail.

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.

5