Differ Group Auto Limited — Capital/Financing Update 2016

Jan 8, 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 AND ADVANCE TO AN ENTITY

PROVISION OF FINANCIAL ASSISTANCE AND ADVANCE TO AN ENTITY

The Board is pleased to announce that on 8 January 2016, the Entrusted Loan Agreement was entered into among Differ VC (as the entrusting party), the Lending Bank (as the entrusted party and the lender) and the Customer (as the borrower). Pursuant to the Entrusted Loan Agreement, Differ VC has entrusted the Lending Bank with an amount of RMB22,800,000 for the purpose of lending the same to the Customer for a period of 12 months.

IMPLICATIONS UNDER THE LISTING RULES

As at the date of the Entrusted Loan Agreement, a Previous Entrusted Loan Agreement, which was entered into among the same parties on 26 October 2015, remained outstanding. In respect of the Previous Entrusted Loan Agreement, the outstanding loan principal was RMB89,000,000 and the loan period was from 26 October 2015 to 25 October 2016.

The aggregate amount of the Entrusted Loan and the Previous Entrusted Loan is RMB111,800,000.

The Previous Entrusted Loan Agreement, which constitute a notifiable transaction (as defined under the Listing Rules) itself had been announced on 26 October 2015. In respect of the aggregate amount of the Entrusted Loan and the Previous Entrusted Loan, 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.

As the assets ratio as defined under Rule 14.07(1) of the Listing Rules in respect of the aggregate amount of the Entrusted Loan and the Previous Entrusted Loan exceeds 8%, the Transaction is also subject to the general disclosure obligations under Rule 13.13 of the Listing Rules. The information required to be disclosed pursuant to Rule 13.13 of the Listing Rules in respect of the Transaction is disclosed in this announcement.

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PROVISION OF FINANCIAL ASSISTANCE AND ADVANCE TO AN ENTITY

The Board is pleased to announce that on 8 January 2016, the Entrusted Loan Agreement was entered into among Differ VC (as the entrusting party), the Lending Bank (as the entrusted party and the lender) and the Customer (as the borrower). Pursuant to the Entrusted Loan Agreement, Differ VC has entrusted the Lending Bank with an amount of RMB22,800,000 for the purpose of lending the same to the Customer for a period of 12 months.

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

ENTRUSTED LOAN AGREEMENT

Date of the Entrusted Loan : 8 January 2016 Agreement Entrusting party : Differ VC Entrusted party : The Lending Bank Borrower : The Customer Principal : RMB22,800,000 (equivalent to approximately HK$27,143,000) 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

PREVIOUS ENTRUSTED LOAN AGREEMENT

As at the date of the Entrusted Loan Agreement, a Previous Entrusted Loan Agreement, which was entered into among the same parties on 26 October 2015, remained outstanding. In respect of the Previous Entrusted Loan Agreement, the outstanding loan principal was RMB89,000,000 and the loan period was from 26 October 2015 to 25 October 2016.

The aggregate amount of the Entrusted Loan and the Previous Entrusted Loan is RMB111,800,000.

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

Date of the Previous Entrusted : 26 October 2015 Loan Agreement Entrusting party : Differ VC

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Entrusted party : The Lending Bank Borrower : The Customer Principal : RMB104,000,000 (equivalent to approximately HK$123,810,000)

Outstanding principal amount : RMB89,000,000 (equivalent to approximately as at the date of HK$105,952,000) this announcement Interest rate : 17.0% per annum Loan period : From 26 October 2015 to 25 October 2016 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 a shareholder of the Customer at fair value of approximately RMB120,000,000 (equivalent to HK$142,857,000).

SOURCE OF FUNDING

The Entrusted Loan and the Previous Entrusted Loan were partly funded by the net proceeds from the subscription (as defined in the Company’s announcement dated 22 October 2015) and partly by the Group’s internal resources.

INFORMATION ON THE CUSTOMER

The Customer is a limited liability company established in the PRC and is principally engaged in asset management and investment advisory service 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 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.

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INFORMATION ON THE GROUP AND DIFFER VC

The Group is a provider of short to medium-term financing and financing-related solutions in Fujian Province and is principally engaged in the provision of (i) financing guarantee services, (ii) pawn loans, (iii) financial consultation services, (iv) entrusted loans, (v) finance lease services, (vi) distressed asset management business and (vii) money lending business.

Differ VC is a limited liability company established in the PRC and an indirect whollyowned subsidiary of the Company. Differ VC is principally engaged in the entrusted loan 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 Entrusted Loan Agreement and Previous Entrusted Loan Agreement (including the principal amounts, the interest rates and the loan periods) were negotiated on an arm’s length basis between Differ VC 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 Agreement and Previous Entrusted Loan Agreement 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 Agreement and the Previous Entrusted Loan 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

The Previous Entrusted Loan Agreement, which constitutes a notifiable transaction (as defined under the Listing Rules) itself had been announced on 26 October 2015. In respect of the aggregate amount of the Entrusted Loan and the Previous Entrusted Loan, 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.

As the assets ratio as defined under Rule 14.07(1) of the Listing Rules in respect of the aggregate amount of the Entrusted Loan and the Previous Entrusted Loan exceeds 8%, the Transaction is also subject to the general disclosure obligations under Rule 13.13 of the Listing Rules. The information required to be disclosed pursuant to Rule 13.13 of the Listing Rules in respect of the Transaction is disclosed in this announcement.

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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” 廈門豪豐投資有限公司 (Xiamen Hao Feng Investment Company Limited), a limited liability company established in the PRC which is principally engaged in asset management and investment advisory service in the PRC

• “Differ VC” 廈門市鼎豐創業投資有限公司 (Xiamen Differ Venture Capital 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 8 January 2016 entered into among Differ VC (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 Entrusted Loan to the Customer

• “Entrusted Loan” the entrusted loan in the amount of RMB22,800,000 (equivalent to approximately HK$27,143,000) granted by Differ VC to the Customer through the Lending Bank pursuant to Entrusted Loan Agreement

• “Fujian Province” 福建省 (Fujian Province), a province on the southeast coast of the PRC

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

• “Group” the Company and its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Lending Bank” a local branch of a PRC commercial bank

• “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

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“Previous Entrusted Loan”

the outstanding entrusted loan in the amount of RMB89,000,000 (equivalent to approximately HK$105,952,000) granted by Differ VC to the Customer through the Lending Bank pursuant to the Previous Entrusted Loan Agreement

“Previous Entrusted Loan the entrusted loan agreement dated 26 October 2015 Agreement” entered into among Differ VC (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)” shareholder(s) of the Company

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Transaction” the granting of the Previous Entrusted Loan and the Entrusted Loan

• “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, 8 January 2016

In this announcement, translation of RMB into HK$ is based on the exchange rate of HK$1:RMB0.84. No representation is made that any amounts in RMB and HK$ 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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