Differ Group Auto Limited — Transaction in Own Shares 2018

Jan 23, 2018

For Main Board listed issuers

Next Day Disclosure Return

(Equity issuer - changes in issued share capital and/or share buybacks) Name of listed issuer: Differ Group Holding Company Limited

Stock code: 6878 Date submitted: 23 January 2018

Section I must be completed by a listed issuer where there has been a change in its issued share capital which is discloseable pursuant to rule 13.25A of the Rules (the “Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”).

Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under rule 10.06(4)(a).

Description of securities: Ordinary Shares

		78Date submitted:23 January 2018	78Date submitted:23 January 2018	78Date submitted:23 January 2018	78Date submitted:23 January 2018	78Date submitted:23 January 2018	78Date submitted:23 January 2018	78Date submitted:23 January 2018
		be completed by a listed issuer where there has been a change in its issued share capital whic”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchant also be completed by a listed issuer where it has made a repurchase of shares which is discloseabf securities: Ordinary Shares
	I.
	Iss(N	ues of sharesotes 6 and 7)	No. of shares	Issued shares as a % ofexisting number of issuedshares before relevantshare issue(Notes 4, 6 and 7)	Issue price per shar(Notes 1 and 7)	e	Closing market priceper share of theimmediately precedingbusiness day(Note 5)	% discount/premium of issue priceto market price(Note 7)
	Opening bala(Note 2)31 Decembe	nce as atr 2017	4,236,009,880
	(Note 3)Issue of Con(details of wthe Circulardated 23 De	sideration Shareshich are set out inof the Companycember 2017)	84,000,000	1.98%	HK$0.582		HK$0.61(As at 22 January2018)	4.59% discount
	Share repurchases	hases	N/A	N/A
	Closing balance as at(Note 8)23 January 2018		4,320,009,880

Notes to Section I:

1. Where shares have been issued at more than one issue price per share, a weighted average issue price per share should be given.

2. Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to rule 13.25A or Monthly Return pursuant to rule 13.25B, whichever is the later.

For Main Board listed issuers

3. Please set out all changes in issued share capital requiring disclosure pursuant to rule 13.25A together with the relevant dates of issue. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer’s Monthly Return. For example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible notes, these must be disclosed as 2 separate categories.

4. The percentage change in the number of issued shares of listed issuer is to be calculated by reference to the listed issuer’s total number of shares in issue (excluding for such purpose any shares repurchased or redeemed but not yet cancelled) as it was immediately before the earliest relevant event which has not been disclosed in a Monthly Return or Next Day Disclosure Return.

5. Where trading in the shares of the listed issuer has been suspended, “closing market price per share of the immediately preceding business day” should be construed as “closing market price per share of the business day on which the shares were last traded”.

6. In the context of a repurchase of shares:

• “issues of shares” should be construed as “repurchases of shares”; and

• “issued shares as a % of existing number of shares before relevant share issue” should be construed as “repurchased shares as a % of existing number of shares before relevant share repurchase”.

7.

• In the context of a redemption of shares:

• “issues of shares” should be construed as “redemptions of shares”;

• “issued shares as a % of existing number of shares before relevant share issue” should be construed as “redeemed shares as a % of existing number of shares before relevant share redemption”; and

• “issue price per share” should be construed as “redemption price per share”.

8. The closing balance date is the date of the last relevant event being disclosed.

For Main Board listed issuers

II.
A.	Purchase report
TradingdateNumber ofsecuritiespurchasedMethod of purchase(Note)Price per share or highestprice paid $		Lowest price paid $	Total paid $
	N/A		N/A
TotalN/A			N/A
B.	Additional information for issuer whose primary listing is on the Exchange
1.	Number of such securities purchased on the Exchange in the year to date (since ordinary		(a) N/A__
	resolution)
2.	% of number of shares in issue at time ordinary resolution passed acquired on the Exchange		_N/A%
	since date of resolution
	( (a) x 100 )___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
	Number of shares in issue
We	hereby confirm that the repurchases set out in A above which were made on the Exchange were made	in accordance with the Listing Rules and that there have been no
material changes to the particulars contained in the Explanatory Statement dated N/A which has been filed with the Exchange. We also confirm that any
purchases set out in A above which were made on another stock exchange were made in accordance with the domestic rules applying			to purchases made on that other
exchange.

Note to Section II: Please state whether on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.

For Main Board listed issuers

Submitted by: _________ Tam Wai Tak Victor___________

(Name) Title: ___________ Company Secretary_________________ (Director, Secretary or other duly authorised officer)