Differ Group Auto Limited — Regulatory Filings 2021

Jul 7, 2021

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)

VOLUNTARY ANNOUNCEMENT

MEMORANDUM OF UNDERSTANDING IN RESPECT OF THE POSSIBLE ACQUISITION OF THE TARGET COMPANY

Reference is made to the voluntary announcement (the “ Announcement ”) of Differ Group Holding Company Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) dated 25 May 2021. Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

THE POSSIBLE ACQUISITION

The Board is pleased to announce that on 7 July 2021 (after trading hours), the Company entered into the non-legally binding memorandum of understanding (“ MOU ”) with a third party vendor (the “ Vendor ”), who is independent of and not connected with the Company and its connected persons, in relation to the possible acquisition (the “ Possible Acquisition ”) of the entire equity interest in 天津馬上好車信息技術有限公司 (transliterated in English as Tianjin Mashang Haoche Information Technology Company Limited, the “ Target Company ”).

Pursuant to the MOU, the Company will commence the due diligence review on, among others, the assets, liabilities, contingent liabilities, material contracts, litigation and arbitration matters of the Target Company after the execution of the MOU.

Parties to the MOU shall negotiate the terms of the formal agreement and if the formal agreement is not entered into within six months from the date of the MOU, the MOU will cease and determine.

INFORMATION OF THE TARGET COMPANY

The Target Company is a company incorporated in the PRC in September 2019 which operates an automobile supply chain service platform in the PRC, serving more than 100 cities with more than 400 warehouses. As advised by the Vendor, the Target Company’s scope of service includes financing, securing supply of cars, warehousing and logistics services to car dealers and/or car manufacturers through its online platform.

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REASONS FOR THE POSSIBLE ACQUISITION

The Group is principally engaged in the (i) asset management business (including (a) property development and investment and (b) distressed assets, equities investment and fund management); (ii) provision of financial related services (including financial lease services, express loan services, consultancy services, guarantee services and the security brokerage services); and (iii) commodity trading business.

As disclosed in the Announcement, the Company has been exploring new business opportunities in the potential operation of online e-commerce platform in the automobile industry. Pursuant to China Passenger Car Association, the number of automobiles sold in the first quarter of 2021 is comparable to that sold in the first quarter of 2019 (i.e. before the COVID-19 pandemic). With the gradual recovery of the PRC economy from the COVID-19 pandemic, the Company is optimistic with the future prospects and outlook of the automobile industry in the PRC.

In view of the existing services and established network with the car suppliers (i.e. car dealers and car manufacturers) of the Target Company, the Possible Acquisition is expected to further expand the Group’s scope of financial services to the car suppliers, and hence, generate additional income to the Group. As such, the Directors consider that it is in the interests of the Company and its shareholders as a whole to enter into the MOU to explore the possibility of development of the business of the Group into the supply chain platform in automobile industry in the PRC.

As more time is required for negotiating the terms of the formal agreement, the parties entered into the MOU.

The Board wishes to emphasize that the MOU is not legally binding and the Possible Acquisition may or may not proceed. Shareholders and potential investors are urged to exercise caution when dealing in the securities of the Company. Further announcement in respect of the Possible Acquisition will be made as and when appropriate in compliance with the Listing Rules.

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

Hong Kong, 7 July 2021

As at the date of this announcement, the executive Directors are Mr. HONG Mingxian and Mr. NG Chi Chung; the non-executive Directors are Mr. CAI Huatan and Mr. WU Qinghan; and the independent non-executive Directors are Mr. CHAN Sing Nun, Mr. LAM Kit Lam and Mr. CHEN Naike.

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