Differ Group Auto Limited — Capital/Financing Update 2016

Jan 13, 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)

INSIDE INFORMATION

This announcement is made by Differ Group Holding Company Limited (the “ Company ”, and together with its subsidiaries, the “ Group ”) pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (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).

The board of directors (the “ Directors ”) of the Company (the “ Board ”) would like to inform the shareholders of the Company and potential investors that the Board has been approached by an independent third party (the “ Independent Third Party ”) who presented a proposal to the Board involving a possible cooperation and/or investment opportunity in relation to the agricultural drones business.

In view of the prospect of the ecological agriculture in the People’s Republic China and the National 13th Five-Year Plan, the Board and the Independent Third Party will discuss and explore the cooperation opportunity regarding, among others, (i) the development of business of agricultural drones which is currently widely used for crop spraying, data collection and farm management; (ii) the provision of related training services; and (iii) the financial leasing services for the agricultural drones.

Such possible cooperation and/or investment, if materialised, may or may not constitute a notifiable transaction for the Company under the Listing Rules. The discussion between the Group and the Independent Third Party is currently at a preliminary stage and the Board has not made any decision in relation to the above so far. As of the date of this announcement, the Group has entered into a finance lease agreement with the Independent Third Party in an aggregate amount of rental payment of RMB60,000,000 which did not constitute a notifiable transaction (as defined under the Listing Rules). Apart from the above, the Group and the Independent Third Party have not entered into any legally binding or non-legally binding agreement.

Further announcement will be made pursuant to the applicable requirements under the Listing Rules and/or Part XIVA of the SFO as and when appropriate.

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Shareholders of the Company and potential investors should note that the aforesaid discussion may or may not result in any transaction, and are therefore advised to exercise caution when dealing in the shares of the Company.

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

Hong Kong, 13 January 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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