Differ Group Auto Limited — Capital/Financing Update 2016

Dec 6, 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)

VOLUNTARY ANNOUNCEMENT IN RELATION TO THE STRATEGIC COOPERATION AGREEMENT AND THE FORMATION OF A JOINT VENTURE

The Board is pleased to announce that, pursuant to the Strategic Cooperation Agreement entered into between Differ China, an indirect wholly-owned subsidiary of the Company, and CCRE Investment on 27 October 2016, on 6 December 2016, Differ China entered into the Investment Cooperation Agreement with CCRE Investment, CEFC Petroleum and Xiamen Software Investment in relation to the formation of the Joint Venture to provide commercial factoring services in the PRC. Upon formation of the Joint Venture, Differ China will hold 20% of the entire issued capital of the Joint Venture. Accordingly, the Joint Venture will become an associate of the Company and the Group will share the financial results of the Joint Venture.

This is a voluntary announcement made by the Company.

THE STRATEGIC COOPERATION AGREEMENT

The Board is pleased to announce that, on 27 October 2016, Differ China, an indirect wholly-owned subsidiary of the Company, entered into the Strategic Cooperation Agreement with CCRE Investment in relation to, among other things, (i) the proposed formation of a joint venture company to provide commercial factoring services in Shenzhen, the PRC; (ii) the leverage on their respective expertise and customer base to provide small loan services, guarantee services and other financial services; and (iii) the proposed cooperation in trading of financial assets, asset securitisation, financial technology, equity investment and public-private partnership.

The Strategic Cooperation Agreement is valid for two years from the date of the Strategic Cooperation Agreement and is subject to an automatic renewal of two years upon expiry of the Strategic Cooperation Agreement given both parties have no objection.

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INVESTMENT COOPERATION AGREEMENT AND THE JOINT VENTURE

The Board is pleased to further announce that, pursuant to the Strategic Cooperation Agreement dated 27 October 2016, Differ China entered into the Investment Cooperation Agreement with CCRE Investment, CEFC Petroleum and Xiamen Software Investment in relation to the formation of the Joint Venture. Major terms of the Investment Cooperation Agreement and details of the Joint Venture are set out as below:

Date:

Parties:

6 December 2016 (i) Differ China; (ii) CCRE Investment; (iii) CEFC Petroleum; and (iv) Xiamen Software Investment

Proposed shareholding of the Joint Venture:

The total registered capital of the Joint Venture is estimated to be RMB100,000,000, of which: (i) 20% will be contributed by Differ China; (ii) 33% will be contributed by CCRE Investment; (iii) 30% will be contributed by CEFC Petroleum;

• (iv) 10% will be contributed by Xiamen Software Investment; and

(v) 7% will be contributed by the top management of the Joint Venture, through the establishment of a limited partnership in the PRC

Proposed business of the Joint Venture:

The Joint Venture Company will be engaged in provision of commercial factoring related services in the PRC, including without limited to, transfer of account receivables, management and collection of account receivables, credit analysis and commercial factoring related consultancy services.

Upon formation of the Joint Venture, Differ China will hold 20% of the entire issued capital of the Joint Venture. Accordingly, the Joint Venture will become an associate of the Company and the Group will share of the financial results of the Joint Venture.

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INFORMATION OF CCRE INVESTMENT, CEFC PETROLEUM AND XIAMEN SOFTWARE INVESTMENT

CCRE Investment is an investment company established in the PRC with limited liability and a wholly-owned subsidiary of Xiamen CCRE Group Company Limited(廈 門海翼集團有限公司). Xiamen CCRE Group Company Limited is a state-owned enterprise established in the PRC and is directly managed by the City of Xiamen. It is principally engaged in manufacturing of commercial transportation equipment, commercial transportation equipment services, real estate and investment.

CEFC Petroleum is a trading company engaged in the energy industry, it is established in the PRC with limited liability and a subsidiary of China CEFC Energy Company Limited (中國華信能源有限公司). China CEFC Energy Company Limited is a company established in the PRC with core businesses of energy and financial services.

Xiamen Software Investment is a state-owned enterprise established in the PRC with limited liability, it is principally engaged in the operational management and investment of Xiamen Software Park.

To the best of the Board’s knowledge, information and belief after having made all reasonable enquiries, CCRE Investment, CEFC Petroleum, Xiamen Software Investment and their respective ultimate beneficial owners are independent third parties.

REASONS FOR AND BENEFITS OF ENTERING INTO THE AGREEMENTS

The Group is principally engaged in the provision of guarantee services, express loan services, financial services, finance lease services and asset management services.

The Board is of the view that the entering into the Agreements and the formation of the Joint Venture will enable the Group to leverage on the respective strength, resources and expertise of CCRE Investment and the other shareholders of the Joint Venture to (i) strengthen and diversify the Group’s business and expand the Group’s geographical coverage; (ii) broaden the Group’s customer base; (iii) further explore the business opportunities in the commercial factoring and other financial services industries; and (iv) realise the Group’s business values and maximise the interest of the shareholders of the Company.

LISTING RULES IMPLICATIONS

Pursuant to the Listing Rules, the formation of the Joint Venture contemplated under the Investment Cooperation Agreement is exempt from the requirements of Chapter 14 of the Listing Rules as all applicable percentage ratios under Rule 14.07 are below 5%.

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DEFINITIONS

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

• “Agreements” collectively the Strategic Cooperation Agreement and the Investment Cooperation Agreement

• “associate(s)” the meaning ascribed thereto in the Listing Rules

• “Board” the board of Directors

• “CCRE Investment”

• “CEFC Petroleum”

  • Xiamen CCRE Investment Co., Limited (廈門海翼投 資有限公司), a company established in the PRC with limited liability

  • Xiamen CEFC Petroleum Holdings Limited* (廈門華 信石油控股有限公司), a company established in the PRC with limited liability

• “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

• “Differ China”

  • Differ Group (China) Company Limited (鼎豐集團 （中國）有限公司), a company established in the PRC with limited liability and an indirect whollyowned subsidiary of the Company

• “Director(s)”

  • the director(s) of the Company

• “independent third party(ies)”

  • third party independent(ies) of, and not connected with, the Company and its connected persons (as defined in the Listing Rules)

• “Investment Cooperation Agreement”

  • the investment cooperation agreement entered into among Differ China, CCRE Investment, CEFC Petroleum and Xiamen Software Investment on 6 December 2016

• “Joint Venture”

  • Xiamen Chuang Yi Commercial Factoring Company Limited* (廈門創翼商業保理有限公司), a company to be established in the PRC with limited liability

• “Listing Rules”

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

• “PRC”

the People’s Republic of China

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“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“Strategic Cooperation the non-legally binding strategic cooperation Agreement” agreement entered into between Differ China and CCRE Investment on 27 October 2016

“Xiamen Software Investment” Xiamen Software Industry Investment Development Company Limited (廈門軟件產業投資發展有限公司), a company established in the PRC with limited liability

“RMB” Renminbi, the lawful currency of the PRC

“%” per cent

• English translation for identification purpose only

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

Hong Kong, 6 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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