Differ Group Auto Limited — Regulatory Filings 2017

Dec 8, 2017

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)

DELAY IN DESPATCH OF CIRCULAR OF

(I) MAJOR AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF ALL ISSUED SHARE CAPITAL OF DIFFER CULTURAL TOURISM DEVELOPMENT COMPANY LIMITED AND

(II) CONTINUING CONNECTED TRANSACTIONS IN RELATION TO THE PROVISIONS OF FINANCIAL ASSISTANCE

References are made to the announcement of the Company dated 21 November 2017 (the “ Announcement ”) in relation to the Acquisition and the provisions of Financial Assistance. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement.

As stated in the Announcement, a circular (the “ Circular ”) containing, among other matters, (i) further information on the Acquisition and the provisions of Financial Assistance; (ii) details of the Specific Mandate; (iii) the recommendation of the Independent Board Committee; (iv) the advice of an independent financial adviser; (v) a notice of the EGM; and (vi) a form of proxy will be despatched to the Shareholders on or before 8 December 2017.

As additional time is required for the Company to finalise the information to be included in the Circular, the date of despatch of the Circular is expected to be postponed to on or before 29 December 2017.

By order of the Board Differ Group Holding Company Limited NG CHI CHUNG Chief Executive Officer and Executive Director

Hong Kong, 8 December 2017

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. LAM Kit Lam and Mr. ZENG Haisheng.

If there is any inconsistency in this announcement between the Chinese and English versions and the English version shall prevail.