Differ Group Auto Limited — Share Issue/Capital Change 2016

Apr 25, 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)

GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) (the “ Listing Rules ”).

The board (the “ Board ”) of directors (the “ Directors ”) of Differ Group Holding Company Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) announces that on 25 April 2016, the Company granted to certain eligible Directors and employees of the Group (the “ Grantee(s) ”) a total of 84,108,000 share options (the “ Share Options ”) to subscribe for a total of 84,108,000 ordinary shares of HK$0.0025 each in the capital of the Company (the “ Share(s) ”) under the share option scheme adopted by the Company on 26 November 2013.

A summary of such grant is as follows:

Date of grant : 25 April 2016 Number and type of Share : 84,108,000 Share Options Options granted Each Share Option shall entitle its holder to subscribe for one Share. The Share Options, in total, allow subscriptions of up to 84,108,000 Shares, representing approximately 1.99% of the total issued Shares as at the date of grant

Exercise price of Share : HK$0.734 per Share, being the higher of (i) the closing Options granted price of HK$0.71 of the Shares on the date of grant; (ii) the average closing price of HK$0.734 of the Shares for the five trading days immediately preceding the date of grant; and (iii) HK$0.0025, being the nominal value of each Share

Validity period of the : From the date of grant to 30 April 2021 (both days Share Options inclusive)

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Vesting conditions of	:	the vesting of Share	Options in accordance with the
Share Options		following timetable:
		Vesting dates	Percentage of Share
			Options to be vested
		30 April 2017	25% of the total number of
			Share Options granted
		30 April 2018	25% of the total number of
			Share Options granted
		30 April 2019	25% of the total number of
			Share Options granted
		30 April 2020	25% of the total number of
			Share Options granted

In addition, the vesting of Share Options for employees of the Group shall be subject to the achievement of performance targets during the assessment periods up to the above four vesting dates.

Among the total of 84,108,000 Share Options granted, 12,800,000 of which were granted to the following Directors, with details as follows:

		Approximate %
		to total
		issued share
		capital of the
	Number of	Company as at
	Share Options	the date of this
Proposed Grantees	granted	announcement
Mr. HONG Mingxian_(the chairman and_
executive Director)	6,400,000	0.15%
Mr. NG Chi Chung_(the chief executive officer_
and executive Director)	6,400,000	0.15%
Total	12,800,000	0.30%

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Save as disclosed above, none of the Grantees is a Director, chief executive or substantial shareholder of the Company, or any of their respective associates (as defined in the Listing Rules).

The above Directors had abstained from voting in the relevant resolutions of the Board in respect of the granting of Share Options to each of them. The grant of Share Options to each of the above Directors had been approved by the independent non-executive Directors of the Company in accordance with Rule 17.04(1) of the Listing Rules and approved by the remuneration committee of the Company.

By offering performance-based Share Options, the Company intends to provide executive Directors and key employees with additional performance incentives, and encourage them to remain in the employ of the Group and devote their best efforts to the business of the Group, thereby enhancing the interests of the Company and its shareholders.

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

Hong Kong, 25 April 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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