Differ Group Auto Limited — Capital/Financing Update 2017

May 5, 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)

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 5 May 2017, the Entrusted Loan Agreements were entered into among Differ Dai (as the entrusting party), the Lending Bank (as the entrusted party and the lender) and the Customers (as the borrower). Pursuant to the Entrusted Loan Agreements, Differ Dai has entrusted the Lending Bank with an aggregate amount of RMB433,500,000 for the purpose of lending the same to the Customers for a period of 5 months.

IMPLICATIONS UNDER THE LISTING RULES

As certain applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the amount of the Entrusted Loan were more than 5% but less than 25%, 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 amount of the 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.

PROVISION OF FINANCIAL ASSISTANCE AND ADVANCE TO AN ENTITY

The Board is pleased to announce that on 5 May 2017, the Entrusted Loan Agreements were entered into among Differ Dai (as the entrusting party), the Lending Bank (as the entrusted party and the lender) and the Customers ( as the borrower). Pursuant to the Entrusted Loan Agreements, Differ Dai has entrusted the Lending Bank with an aggregate amount of RMB433,500,000 for the purpose of lending the same to the Customers for a period of 5 months.

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ENTRUSTED LOAN AGREEMENT A

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

Date of the Entrusted Loan : 5 May 2017 Agreement A Entrusting party : Differ Dai Entrusted party : The Lending Bank Borrower : Customer A Principal : RMB200,000,000 (equivalent to approximately HK$224,719,000) Interest rate : 12.0% per annum Loan period : 5 months Repayment : Customer A shall repay the principal amount and interests at the end of the loan period Early repayment : Customer A shall have an option at any time to make repayment of the whole or part of the entrusted loan and the relevant interests after the date of loan drawdown subject to Customer A giving Differ Dai not less than five days advance notice in writing

ENTRUSTED LOAN AGREEMENT B

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

Date of the Entrusted Loan : 5 May 2017 Agreement B Entrusting party : Differ Dai Entrusted party : The Lending Bank Borrower : Customer B Principal : RMB233,500,000 (equivalent to approximately HK$262,360,000) Interest rate : 12.0% per annum

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Loan period : 5 months Repayment : Customer B shall repay the principal amount and interests at the end of the loan period

Early repayment : Customer B shall have an option at any time to make repayment of the whole or part of the entrusted loan and the relevant interests after the date of loan drawdown subject to Customer B giving Differ Dai not less than five days advance notice in writing

SECURITY AND GUARANTEES

The Entrusted Loan is secured by:

• (i) the pledge of the equity rights from the shareholders of the Customers at fair value of approximately RMB676,810,000 (equivalent to HK$760,461,000); and

• (ii) personal guarantee of one individual and corporate guarantee of one company.

SOURCE OF FUNDING

The Entrusted Loan is funded by the Group’s internal resources.

INFORMATION ON THE CUSTOMERS

Customer A is a limited liability company established in the PRC which is principally engaged in biotechnology, high-tech agriculture, flowers and seedling industry, household ornaments manufacturing and international trading business.

Customer B is a limited liability company established in the PRC which is mainly engaged in tissue cultivation of flowers, fruit trees and vegetables business and is a 51% owned subsidiary of Customer A.

The Transactions contemplated under the Entrusted Loan Agreements shall be aggregated pursuant to Rule 14.23 of the Listing Rules.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Customers and their ultimate beneficial owners 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 DAI

The Group is a provider of short to medium-term financing and financing-related solutions in PRC and Hong Kong and is principally engaged in the provision of (i) financing guarantee services, (ii) express loan services, (iii) financial services, (iv) finance lease services and (v) asset management services.

Differ Dai is a limited liability company established in the PRC and an indirect whollyowned subsidiary of the Company. Differ Dai is principally engaged in the express 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 Agreements (including the principal amounts, the interest rates and the loan periods) were negotiated on an arm’s length basis between the Group and the Customers based on, among other things, the financing needs requested by the Customers, 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 Customers. The Directors are of the view that the Entrusted Loan Agreements, 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 Agreements, 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

As certain applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the amount of the Entrusted Loan were more than 5% but less than 25%, the Transaction constitutes a disclosable 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 amount of the 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.

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

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• “Customers”

Customer A and Customer B

• “Customer A”

  • 陽光國際集團科技發展有限公司 (Sunshine International Group Technology Development Company Limited), a limited liability company established in the PRC which is principally engaged in biotechnology, high-tech agriculture, flowers and seedling industry, household ornaments manufacturing and international trading business

• “Customer B”

  • 泉州市泉美生物科技有限公司 (Quanzhoushi Quanmei Biotechnology Company Limited), a limited liability company established in the PRC which is mainly engaged in tissue cultivation of flowers, fruit trees and vegetables business. It is a 51% owned subsidiary of Customer A

• “Differ Dai”

  • 廈門市鼎豐貸投資諮詢有限公司(Xiamen Differ Dai Investment Consulting Company Limited), an indirect wholly-owned subsidiary of the Company

• “Director(s)”

  • The director(s) of the Company

• “Entrusted Loan Agreements”

  • the Entrusted Loan Agreement A and the Entrusted Loan Agreement B

• “Entrusted Loan the entrusted loan agreement dated 5 May 2017 entered Agreement A” into between Differ Dai (as the entrusting party), the Lending Bank (as the entrusted party and the lender) and Customer A (as the borrower) in relation to the granting of the entrusted loan of RMB200,000,000 (equivalent to approximately HK$224,719,000) to the Customer A

• “Entrusted Loan Agreement B”

  • the entrusted loan agreement dated 5 May 2017 entered into between Differ Dai (as the entrusting party), the Lending Bank (as the entrusted party and the lender) and Customer B (as the borrower) in relation to the granting of the entrusted loan of RMB233,500,000 (equivalent to approximately HK$262,360,000) to the Customer B

• “Entrusted Loan”

  • the entrusted loans in total amount of RMB433,500,000 (equivalent to approximately HK$487,079,000) granted by Differ Dai to the Customers through the Lending Bank pursuant to Entrusted Loan Agreements

• “Group”

• the Company and its subsidiaries

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“Hong Kong”	the Hong Kong Special Administrative Region of the
	PRC
“Lending Bank”	a local branch of a PRC commercial bank
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“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
“Shareholder(s)”	shareholder(s) of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Transaction”	the granting of entrusted loans in aggregate amount of
	RMB433,500,000 (equivalent to approximately
	HK$487,079,000) pursuant to the Entrusted Loan
	Agreements
“HK$”	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, 5 May 2017

In this announcement, translation of RMB into HK$ is based on the exchange rate of HK$1:RMB0.89. No representation is made that any amounts in RMB and HK$ 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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