Differ Group Auto Limited — Capital/Financing Update 2016

Nov 2, 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

Reference is made to the announcements of the Group in relation to the Previous Entrusted Loan Agreements dated 27 May 2016 and 8 June 2016, respectively.

The Board is pleased to announce that on 2 November 2016, the Entrusted Loan Master Agreement was entered into between Differ Dai and the Customer. Pursuant to the Entrusted Loan Master Agreement, Differ Dai agreed to provide entrusted loans with an aggregate amount up to RMB100,000,000 to the Customer through the Lending Bank for a period of 24 months. In order to grant loans under the Entrusted Loan Master Agreement, separate entrusted loan agreements will be entered into among Differ Dai, the Lending Bank and the Customer. During any time within the period of the Entrusted Loan Master Agreement, the aggregate outstanding loan balance granted to the Customer by Differ Dai under (i) the entrusted loan agreements entered pursuant to the Entrusted Loan Master Agreement; and (ii) the Previous Entrusted Loan Agreements, shall not exceed RMB100,000,000, being the Entrusted Loan Cap.

IMPLICATIONS UNDER THE LISTING RULES

The Previous Entrusted Loan Agreements, which constitute a notifiable transaction (as defined under the Listing Rules) itself had been announced on 27 May 2016 and 8 June 2016. In respect of the Entrusted Loan Cap under the Entrusted Loan Master Agreement, certain applicable percentage ratios under Rule 14.07 of the Listing Rules were more than 5% but less than 25%. As such, 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.

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PROVISION OF FINANCIAL ASSISTANCE

Reference is made to the announcements of the Group in relation to the Previous Entrusted Loan Agreements dated 27 May 2016 and 8 June 2016, respectively.

The Board is pleased to announce that on 2 November 2016, the Entrusted Loan Master Agreement was entered into between Differ Dai and the Customer. Pursuant to the Entrusted Loan Master Agreement, Differ Dai agreed to provide entrusted loans with an aggregate amount up to RMB100,000,000 to the Customer through the Lending Bank for a period of 24 months. In order to grant loans under the Entrusted Loan Master Agreement, separate entrusted loan agreements will be entered into among Differ Dai, the Lending Bank and the Customer. During any time within the period of the Entrusted Loan Master Agreement, the aggregate outstanding loan balance granted to the Customer by Differ Dai under (i) the entrusted loan agreements entered pursuant to the Entrusted Loan Master Agreement; and (ii) the Previous Entrusted Loan Agreements, shall not exceed RMB100,000,000, being the Entrusted Loan Cap.

Prior to entering into the Entrusted Loan Master Agreement, Differ Dai, the Lending Bank and Customer entered into the Previous Entrusted Loan Agreements on 27 May 2016 and 8 June 2016, respectively. As at the date of this announcement, the outstanding balance of loan principal under the Previous Entrusted Loan Agreements was RMB90,000,000.

Immediately after entering into the Entrusted Loan Master Agreement, Differ Dai (as the entrusting party), the Lending Bank (as the entrusted party and the lender) and Customer (as the borrower) entered into the Entrusted Loan Agreement under the Entrusted Loan Master Agreement. Pursuant to the Entrusted Loan Agreement, Differ Dai has entrusted the Lending Bank with an amount of RMB3,750,000 for the purpose of lending the same to Customer for a period of 12 months.

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ENTRUSTED LOAN MASTER AGREEMENT

Summarised below are the principal terms of the Entrusted Loan Master Agreement:

Date of the Entrusted Loan : 2 November 2016 Master Agreement Entrusting party : Differ Dai Entrusted party : The Lending Bank Borrower : The Customer Entrusted Loan Cap : Up to RMB100,000,000 (equivalent to approximately HK$116,279,000) Interest rate : 17.0% per annum Loan period : 24 months

ENTRUSTED LOAN AGREEMENT

Summarised below are the principal terms of the Entrusted Loan Agreement:

Date of the Entrusted Loan : 2 November 2016 Agreement Entrusting party : Differ Dai Entrusted party : The Lending Bank Borrower : Customer Principal : RMB3,750,000 (equivalent to approximately HK$4,360,000) Interest rate : 17.0% per annum Loan period : 12 months Repayment : Customer shall repay the interests on a monthly basis and the principal amount at the end of the loan period

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PREVIOUS ENTRUSTED LOAN AGREEMENTS

The Previous Entrusted Loan Agreements, which were entered into among Differ Dai, the Lending Bank and Customer on 27 May 2016 and 8 June 2016, respectively, remained outstanding as at the date of the Entrusted Loan Master Agreement. As at the date of this announcement, the aggregate outstanding loan principal in respect of the Previous Entrusted Loan Agreements was RMB90,000,000 and the loan period was 12 months.

Summarised below are the principal terms of the Previous Entrusted Loan Agreements:

Date of the Previous Entrusted : 27 May 2016 and 8 June 2016 Loan Agreements

Entrusting party : Differ Dai Entrusted party : The Lending Bank Borrower : Customer Aggregate outstanding : RMB90,000,000 (equivalent to HK$104,651,000) principal amount approximately as at the date of this announcement Interest rate : 17.0% per annum Loan period : 12 months Repayment : The Customer shall repay the interests on a monthly basis and the principal amount at the end of the loan period

SECURITY AND GUARANTEES

The Entrusted Loan and the Previous Entrusted Loan are secured by the pledge of the equity rights from the shareholders of the Customer at fair value of approximately RMB110,000,000 (equivalent to HK$127,907,000).

SOURCE OF FUNDING

The Entrusted Loan and the Previous Entrusted Loan were funded by the Group’s internal resources.

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INFORMATION ON THE CUSTOMER

The Customer is a limited liability company established in the PRC and is principally engaged in property investment in the PRC.

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

INFORMATION ON THE LENDING BANK

The Lending Bank is a local branch of a PRC commercial bank principally engaged in the provision of a range of banking services and related financial services.

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

INFORMATION ON THE GROUP AND DIFFER DAI

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.

Differ Dai is a limited liability company established in the PRC and an indirect whollyowned subsidiary of the Company. Differ Dai is principally engaged in the express loan services 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 Entrusted Loan Master Agreement, the Entrusted Loan Agreement and Previous Entrusted Loan Agreements (including the principal amounts, the interest rates and the loan periods) were negotiated on an arm’s length basis between the Group and the Customer based on, among other things, the financing needs requested by the Customer, the quality and value of the security and guarantees provided, and the Group’s assessment on the source of funds for repayment and the business conditions and creditworthiness of the Customer. The Directors are of the view that the Entrusted Loan Master Agreement, the Entrusted Loan Agreement and Previous Entrusted Loan Agreements were 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 Entrusted Loan Master Agreement, the Entrusted Loan Agreement and the Previous Entrusted Loan Agreements, 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.

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IMPLICATIONS UNDER THE LISTING RULES

The Previous Entrusted Loan Agreements, which constitute a notifiable transaction (as defined under the Listing Rules) itself had been announced on 27 May 2016 and 8 June 2016, respectively. In respect of the Entrusted Loan Cap under the Entrusted Loan Master Agreement, certain applicable percentage ratios under Rule 14.07 of the Listing Rules were more than 5% but less than 25%. As such, the Transaction constitutes a disclosable 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.

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 property investment in the PRC

• “Differ Dai” 廈門市鼎豐貸投資諮詢有限公司(Xiamen Differ Dai Investment Consulting Company Limited), an indirect wholly-owned subsidiary of the Company

• “Director(s)” The director(s) of the Company

• “Entrusted Loan Agreement”

the entrusted loan agreement dated 2 November 2016 entered into among Differ Dai (as the entrusting party), the Lending Bank (as the entrusted party and the lender) and Customer (as the borrower) in relation to the granting of the entrusted loan of RMB3,750,000 (equivalent to approximately HK$4,360,000) to the Customer

• “Entrusted Loan Cap”

the entrusted loan cap of RMB100,000,000 (equivalent to approximately HK$116,279,000) pursuant to the Entrusted Loan Master Agreement

• “Entrusted Loan Master Agreement”

the master agreement dated 2 November 2016 entered into between Differ Dai and the Customer, pursuant to which Differ Dai agreed to provide entrusted loans with an aggregate amount up to RMB100,000,000 (equivalent to approximately HK$116,279,000) through the Lending Bank to the Customer

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“Entrusted Loan”

• “Group”

• “Hong Kong”

• “Lending Bank”

• “Listing Rules”

• “PRC”

• “Previous Entrusted Loan”

• “Previous Entrusted Loan Agreements”

• “Shareholder(s)”

• “Stock Exchange”

• “Transaction”

• “HK$”

• the entrusted loan in total amount of RMB3,750,000 (equivalent to approximately HK$4,360,000) granted by Differ Dai to the Customer through the Lending Bank pursuant to Entrusted Loan Agreement

the Company and its subsidiaries

• the Hong Kong Special Administrative Region of the PRC

a local branch of a PRC commercial bank

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

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

• the outstanding entrusted loan in the amount of RMB90,000,000 (equivalent to approximately HK$104,651,000) granted by Differ Dai to Customer through the Lending Bank pursuant to the Previous Entrusted Loan Agreements

• the entrusted loan agreements dated 27 May 2016 and 8 June 2016 entered into among Differ Dai (as the entrusting party), the Lending Bank (as the entrusted party and the lender) and the Customer (as the borrower) in relation to the granting of the Previous Entrusted Loan to the Customer

• shareholder(s) of the Company

• The Stock Exchange of Hong Kong Limited

• the granting of entrusted loans under the Entrusted Loan Master Agreement, including the Previous Entrusted Loan and the Entrusted Loan

Hong Kong dollars, the lawful currency of Hong Kong

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Renminbi, the lawful currency of the PRC

“RMB”

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

Hong Kong, 2 November 2016

In this announcement, translation of RMB into HK$ is based on the exchange rate of HK$1:RMB0.86. No representation is made that any amounts in RMB and HK$ 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.

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