Differ Group Auto Limited — Capital/Financing Update 2018

Sep 14, 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 of the Company.

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)

PLACING OF BONDS

Placing Agent

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PLACING OF BONDS

This announcement is made pursuant to the Inside Information Provisions (as defined in the Listing Rules) and Rule 13.09(2)(a) of the Listing Rules.

On 14 September 2018 (after trading hours), the Placing Agent and the Company entered into the Placing Agreement pursuant to which the Placing Agent has agreed to endeavour to procure Placees who are not and whose ultimate beneficial owner(s), if applicable, are not connected persons of the Company on a best effort basis to subscribe for the Bonds in an aggregated principal amount of up to HK$200,000,000 within the Placing Period.

Placing Completion is subject to, among other things, the Placing Agent’s rights of termination of the Placing under the Placing Agreement. Accordingly, the Placing may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the securities of the Company.

This announcement is made pursuant to the Inside Information Provisions (as defined in the Listing Rules) and Rule 13.09(2)(a) of the Listing Rules.

On 14 September 2018 (after trading hours), the Placing Agent and the Company entered into the Placing Agreement pursuant to which the Placing Agent has agreed to endeavour to procure Placees who are not and whose ultimate beneficial owner(s), if applicable, are not, connected persons of the Company on a best effort basis to subscribe for the Bonds in an aggregated principal amount of up to HK$200,000,000 within the Placing Period.

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THE PLACING AGREEMENT

• Date : 14 September 2018 (after trading hours)

• Issuer : The Company Placing Agent : The Placing Agent

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, as at the date of this announcement, each of the Placing Agent and its ultimate beneficial owners is an Independent Third Party.

• Placees

  • : The Bonds will be placed to Placees who are not, and whose ultimate beneficial owners, if applicable, are not connected persons of the Company.

• Aggregate Principal Amount

  • : Up to HK$200,000,000

• Placing Price

  • : 100% of the principal amount of the Bonds.

• Placing Period

  • : A period of 180 days from the date of the Placing Agreement (or such later time and date as the Company and the Placing Agent may agree in writing).

• Placing Completion

• : Subject to the termination rights of the Placing Agent under the Placing Agreement, Placing Completion shall take place at any place and on any date the Company and the Placing Agent may agree in writing within the Placing Period. Placing Completion may take place in multiple rounds.

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• Termination Rights of the : The Placing Agent reserves its right to terminate the Placing Agent arrangements set out in the Placing Agreement, by notice in writing to the Company before the expiry date of the Placing Period, if in its reasonable opinion after such consultation with the Company and/or its advisers as the circumstances shall admit or be necessary,

  • (a) if any of the conditions precedent of the Placing Agreement has not been fulfilled, or waived by the Placing Agent ;

  • (b) if there shall have come to the notice of the Placing Agent any breach of, or any event rendering untrue, incomplete, inaccurate or misleading in any respect, any of the collective warranties ;

  • (c) if there is any breach by the Company of any covenant or agreement in the transaction documents ;

  • (d) if at any time prior to 4:00 p.m. (Hong Kong time) on the closing date of Placing, there develops, occurs or comes into force:

    • (i) any new law or regulation or any change (whether or not permanent) or development (whether or not permanent) involving a prospective change in existing laws or regulations or the interpretation or application thereof by any court or other c o m p e t e n t a u t h o r i t y w h i c h i s o r i s reasonably likely to be materially adverse to the success of the Placing, or makes or is reasonably likely to make it impracticable or inadvisable or inexpedient to proceed therewith ; or

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• (ii) any event, or series of events beyond the reasonable control of the Placing Agent (including, without limitation, any calamity, act of government, strike, labour dispute, lock-out, fire, explosion, flooding, earthquake, civil commotion, economic sanctions, epidemic, pandemic, outbreak of infectious disease, outbreak or escalation of hostilities, act of terrorism and act of God) involving Hong Kong, the PRC or Cayman Islands, or the declaration by Hong Kong, the PRC or Cayman Islands of war or a state of emergency or calamity or crisis ; or

• (iii) any change or development in local, national or international financial, political, economic, legal, military, industrial, fiscal, regulatory, currency or market conditions (including, without limitation, conditions in the stock and bond markets, money and foreign exchange markets, interbank markets and credit markets) which is or is reasonably likely to be materially adverse to the success of the Placing, or makes or is reasonably likely to make it impracticable or inadvisable or inexpedient to proceed therewith ; or

• (iv) any change or development in local, national or international securities market conditions or currency exchange rates or exchange controls which is or is reasonably likely to be materially adverse to the success of the Placing, or makes or is likely to make it impracticable or inadvisable or inexpedient to proceed therewith ; or

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• (v) any suspension of dealings in the Shares for consecutive 15 trading days during the Placing Period whatsoever (other than as a result of the Placing or in connection with the clearance of any announcement relating to any bona fide notifiable or connected transactions or otherwise required under the Listing Rules) ; or

• (vi) any moratorium, suspension, restriction or limitation on trading in shares or securities g e n e r a l l y o n t h e H o n g K o n g S t o c k Exchange due to exceptional financial circumstances or otherwise at any time prior to the closing date of Placing which is or is reasonably likely to be materially adverse to the success of the Placing, or makes or is l i k e l y t o m a k e i t i m p r a c t i c a b l e o r inadvisable or inexpedient to proceed therewith ; or

• (e) there is any change, or any development involving a prospective change, in or affecting the business, general affairs, management, prospects, assets and liabilities, shareholders’ equity, results of operations or position, financial or otherwise, of the Group (other than those already disclosed to the public on or before the date of this Placing Agreement) as a whole which is or is reasonably likely to be materially adverse to the success of the Placing, or makes or is likely to make it impracticable or inadvisable or inexpedient to proceed therewith.

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PRINCIPAL TERMS OF THE BONDS

Aggregate Principal : Up to HK$200,000,000 Amount

• Issue Price : 100% of principal amount of the Bonds. Interest : 7.5% per annum on the principal amount of the Bonds from the issue date of the Bonds to the maturity date of t h e B o n d s . S u c h i n t e r e s t s h a l l b e p a y a b l e semi-annually in arrears of the issue of the Bonds and the earlier of maturity date of the Bonds or the redemption date of the Bonds.

• Maturity date : In respect of each Bond, the day on which the third (3[rd] ) anniversary of the date of issue of the relevant Bond (excluding such day of issue) expires.

• Status of Bonds : The Bonds will constitute direct, unconditional, unsubordinated and unsecured contractual obligations of the Company which will rank pari passu among themselves and at all times rank at least pari passu with all other present and future unsecured and unsubordinated obligations of the Company, other than those obligation required by laws to be preferential.

• Listing : No application will be made for the listing of the Bonds.

REASONS FOR THE PLACING AND USE OF PROCEEDS

The Company is an investment holding company. The Group is principally engaged in the provision of (I) asset management business, (II) finance lease services and (III) financial services.

After deducting the commissions and other estimated expenses payable in connection with the Placing, the net proceeds from the issue of the Bonds will be utilized for the Group’s business development including (i) lending to the Group’s customers and acquisition of value assets in the ordinary and usual course of the Group’s business; and (ii) general working capital of the Group.

The Board considers that the Placing is in the best interest of the Company and the Shareholders as a whole.

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Placing Completion is subject to, among other things, the Placing Agent’s rights of termination of the Placing under the Placing Agreement. Accordingly, the Placing may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:

“associate(s)” has the meaning ascribed to it in the Listing Rules “Board” the board of Directors “Bond(s)” 7.5% coupon unlisted bonds to be issued by the Company in an aggregate principal amount of up to HK$200,000,000 maturing on in respect of each Bond, the day on which the third (3[rd] ) anniversary of the date of issue of the relevant Bond (excluding such day of issue) expires “Bondholder(s)” the holder(s) of the Bonds “Company” Differ Group Holding Company Ltd., a company incorporated in Cayman Islands with limited liability and the Shares of which are listed on the Stock Exchange “connected person(s)” has the meaning as defined under the Listing Rules “Director(s)” director(s) of the Company “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” Hong Kong Special Administrative Region of the People’s Republic of China “Independent a party which/who is not a connected person of the Third Party(ies)” Company and is independent of the Company and its connected persons “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

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“Placee(s)” any professional investor(s) (as defined in the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and any rules made thereunder) procured by the Placing Agent to subscribe for any of the Bonds pursuant to the Placing Agreement “Placing” the placing of the Bonds by the Placing Agent pursuant to the terms of the Placing Agreement “Placing Agent” China Hong Kong Capital Asset Management Co., Limited, a corporation licensed to carry out type 1 (dealing in securities) regulated activities under the SFO “Placing Agreement” the placing agreement dated 14 September 2018 entered into between the Company and the Placing Agent in relation to the Placing “Placing Completion” the completion of the Placing “Placing Period” a period of 180 days starting from the date of the Placing Agreement (or such later time and date as the Company and the Placing Agent may agree in writing) “SFO” Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong “Share(s)” share(s) in the share capital of the Company “Shareholder(s)” holder(s) of the Shares(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” percent.

By order of the Board of Differ Group Holding Company Limited HONG Mingxian Chairman and Executive Director

Hong Kong, 14 September 2018

As at the date of this announcement, the Board of the Company comprises Mr. HONG Mingxian (Chairman), Mr. NG Chi Chung (Chief Executive Officer), Mr. CAI Huatan as the executive Directors, Mr. CAI Jianfeng, Mr. WU Qinghan as the non-executive Directors and Mr. CHAN Sing Nun, Mr. LAM Kit Lam, Mr. ZENG Haisheng as the independent non-executive Directors.

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