Differ Group Auto Limited — Capital/Financing Update 2017

Jun 29, 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)

EARLY REDEMPTION OF CONVERTIBLE BONDS; ENTERING INTO THE TERM LOAN AGREEMENT; AND PLEDGE OF SHARES BY CONTROLLING SHAREHOLDER

EARLY REDEMPTION OF CONVERTIBLE BONDS

References are made to announcements of the Company dated 6 May 2016, 18 May 2016 and 14 February 2017 (the “ Announcements ”) respectively in relation to, among other matters, the issue of the Convertible Bonds due in 2017 by the Company. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcements.

The Board has resolved and approved the Company to exercise the right to redeem all CI Series A Bonds of US$10,000,000. Upon the redemption, there is no outstanding Series A Bonds nor any Convertible Bonds.

ENTERING INTO THE TERM LOAN AGREEMENT AND PLEDGE OF SHARES

BY CONTROLLING SHAREHOLDER

The Board would like to announce that on 29 June 2017, the Company as borrower and Jianda Value Investment Fund L.P. (“ Jianda ”), as the lender entered into a term loan agreement (the “ Term Loan Agreement ”), pursuant to which Jianda agreed to grant the term loan (the “ Term Loan ”) to the Company of US$9,000,000 for a term of 12 months from the date of drawing down the Term Loan.

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The principal terms of the Term Loan Agreement are summarised as follows:

THE TERM LOAN AGREEMENT

Date:	29 June 2017
Lender:	Jianda Value Investment Fund L.P.
Borrower:	the Company
Security:	The Loan is to be secured by:
	(i)an account charge;
	(ii)the deed of guarantee from Mr. Hong; and
	(iii)the deed of guarantee from Mr. Ng Chi Chung
	Jianda shall have the right from time to time to demand the
	Company to provide additional collaterals to secure the
	Company’s repayment obligation under the Term Loan
Principal amount of	US$9,000,000
the Term Loan:
Maturity date:	12 months from the date of the drawing down of the Term
	Loan
Interest:	7% per annum
Guaranteed Internal	no less than 4% per annum on the outstanding principal
Rate of Return:	amount of the Term Loan
Default interest:	20% per annum
Interest payment date:	the interest shall be payable on 22 December 2017 (for the
	interest accrued from the Drawdown Date up to 31 December
	2017, both days inclusive) and on the maturity date
Repayment:	the Company shall repay the entire Loan together with all
	other amounts accrued or outstanding in full on the maturity
	date
Prepayment:	no voluntary prepayment of the Company in the whole or in
	part of the Term Loan shall be permitted

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The Board opines that the terms of the Term Loan Agreement are arrived at after arm’s length negotiation and are on normal commercial terms. The interest rate contemplated under the Term Loan Agreement is better than the secured loan to be obtained by the Company. The Board intends to use the Term Loan for further business development of the Group.

PLEDGE OF SHARES BY CONTROLLING SHAREHOLDER

In accordance with the Term Loan Agreement, Ever Ultimate has executed an account charge (the “ Account Charge ”) in favour of Jianda, being the lender to the Term Loan Agreement, pursuant to which Ever Ultimate charged the securities of at least 550,000,000 Shares and assets in the securities account (the “ Securities Account ”) opened by Ever Ultimate with Cinda International Securities Limited as a security for the performance and repayment obligation of the Company under the Term Loan and all money from time to time owed by the Company to Jianda. Pursuant to the Account Charge, Ever Ultimate is required to maintain a minimum amount of assets value in the Securities Account during the term of the Account Charge.

Ever Ultimate is wholly-owned by Mr. Ng Chi Chung, an executive Director and Ever Ultimate is the beneficial owner of 1,115,800,000 Shares, representing approximately 26.34% of the total issued share capital of the Company. Ever Ultimate and Expert Corporate Limited are the two founder shareholders of the Company and they are in aggregate holding approximately 70.82% of the total issued share capital of the Company as at the date of this announcement. Hence, Ever Ultimate is one of the controlling shareholders (as defined in the Listing Rules) and as disclosed in the prospectus of the Company dated 3 December 2013.

By order of the board of Differ Group Holding Company Limited HONG Mingxian Chairman and executive Director

Hong Kong, 29 June 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.

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