Differ Group Auto Limited — Regulatory Filings 2018

Nov 30, 2018

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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.

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)

CORRIGENDUM ANNOUNCEMENT

Reference is made to the announcement of the Company dated 7 November 2018, 13 November 2018 and 28 November 2018 (“ Delay Announcement ”) (collectively referred to as the “ Announcements ”) in relation to, among other things, very substantial acquisition and connected transaction in relation to the acquisition of the entire issued share capital of Prime Thrive Investments Limited involving issue of consideration shares under specific mandate, application for whitewash waiver and delay in dispatch of circular. Unless otherwise defined, capitalised terms used herein have the same meanings as those defined in the Announcements.

This corrigendum announcement is published for the purpose of complying with Practice Note 5 to the Takeovers Code.

In relation to the application that has been made to the Executive for a waiver from strict compliance with Rule 8.2 of the Takeovers Code and for grant of consent for an extension of time for the dispatch of the Circular to the Shareholders on or before 12 December 2018, the Board would like to clarify that the Executive has indicated that it is minded to grant consent. As at the date of this announcement, a formal written ruling from the Executive has not yet been obtained by the Company.

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Save as stated above, all other information contained in the Delay Announcement remains unchanged.

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

Hong Kong, 30 November 2018

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.

The directors of the Company jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

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

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