Differ : DISCLOSEABLE TRANSACTION AND ADVANCE TO AN ENTITY –PROVISION OF GUARANTEES

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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 AND ADVANCE TO AN ENTITY - PROVISION OF GUARANTEES PROVISION OF GUARANTEE

The Board is pleased to announce that on 29 June 2017, the Guarantee Service Agreements were entered into among the Company and Differ China (as the Guarantors) and the Customers (as the borrowers). On the same date, the Maximum Guarantee Agreements were entered into among the Guarantors and the Lending Bank (as the lender). Pursuant to the Guarantee Service Agreements and the Maximum Guarantee Agreements, the Guarantors have guaranteed to pay all Indebtedness in an aggregate amount of not exceeding RMB315,000,000 (equivalent to approximately HK$357,955,000) in respect of the Facilities due and owing to the Lending Bank by the Customers in the event of the Customers' default.

IMPLICATIONS UNDER THE LISTING RULES

As certain applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the aggregate guarantee amount under the Guarantee Service Agreements 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 aggregate guarantee amount under the Guarantee Service Agreements 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 GUARANTEES

The Board is pleased to announce that on 29 June 2017, the Guarantee Service Agreements were entered into among the Company and Differ China (as the Guarantors) and the Customers (as the borrowers). On the same date, the Maximum Guarantee Agreements were entered into among the Guarantors and the Lending Bank (as the lender) separately. Pursuant to the Guarantee Service Agreements and the Maximum Guarantee Agreements, the Guarantors have guaranteed to pay all Indebtedness in an

aggregate amount of not exceeding RMB315,000,000 (equivalent to approximately HK$357,955,000) in respect of the Facilities due and owing to the Lending Bank by the Customers in the event of the Customers' default.

Summarised below are the principal terms of the Guarantee Service Agreements:

THE GUARANTEE SERVICE AGREEMENTS Guarantee Service Agreement A

Date : 29 June 2017

Guarantors : The Company and Differ China

Lender : The Lending Bank

Borrower : Customer A

Guarantee amount : RMB155,000,000 (equivalent to approximately HK$176,137,000)

Guarantee fee rate : 2.1% per annum of the guarantee amount (which is calculated proportionally for each month, and any part thereof shall be charged at the full monthly rate)

Consultancy fee rate : 1.0% per annum of the guarantee amount (which is calculated proportionally for each month, and any part thereof shall be charged at the full monthly rate)

Total guarantee fee and : RMB1,201,250 (equivalent to approximately the consultancy fee HK$1,365,057)

Term : from 29 June 2017 to 20 September 2017

The guarantee fee and consultancy fee will be settled in full by Customer A upon entering into the Guarantee Service Agreement A.

Guarantee Service Agreement B

Date : 29 June 2017

Guarantors : The Company and Differ China

Lender : The Lending Bank

Borrower : Customer B

Guarantee amount : RMB80,000,000 (equivalent to approximately HK$90,909,000)

Guarantee fee rate : 2.1% per annum of the guarantee amount (which is calculated proportionally for each month, and any part thereof shall be charged at the full monthly rate)

Consultancy fee rate : 1.0% per annum of the guarantee amount (less than one month is also calculated for one month)

Total guarantee fee and : RMB620,000 (equivalent to approximately the consultancy fee HK$704,545)

Term : from 29 June 2017 to 20 September 2017

The guarantee fee and consultancy fee will be settled in full by Customer B upon entering into the Guarantee Service Agreement B.

Guarantee Service Agreement C

Date : 29 June 2017

Guarantors : The Company and Differ China

Lender : The Lending Bank

Borrower : Customer C

Guarantee amount : RMB80,000,000 (equivalent to approximately HK$90,909,000)

Guarantee fee rate : 2.1% per annum of the guarantee amount (which is calculated proportionally for each month, and any part thereof shall be charged at the full monthly rate)

Consultancy fee rate : 1.0% per annum of the guarantee amount (less than one month is also calculated for one month)

Total guarantee fee and : RMB1,653,333 (equivalent to approximately the consultancy fee HK$1,878,788)

Term : from 29 June 2017 to 7 February 2018

The guarantee fee and consultancy fee will be settled in full by Customer C upon entering into the Guarantee Service Agreement C.

SECURITY AND GUARANTEES

The Transaction is secured by the following in favour of the Guarantors:

1. the pledge of the equity rights from the ultimate shareholder of the Customers at fair value of approximately RMB604,440,000 (equivalent to approximately HK$686,864,000); and

2. personal guarantee of the ultimate shareholder of the Customers.

INFORMATION ON THE CUSTOMERS

Customer A is a limited liability company established in the PRC and is principally engaged in textile industry in the PRC.

Customer B is a limited liability company established in the PRC and is principally engaged in textile business in the PRC. It is a wholly-owned subsidiary of Customer A.

Customer C is a limited liability company established in the PRC and is principally engaged in textile business in the PRC. It is a 90%-owned subsidiary of Customer A and is 10% owned by the ultimate shareholder of Customer A.

The Customers are ultimately beneficially owned by the same shareholder and thus the transactions contemplated under the Guarantee Agreements should 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 owner 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.

INFORMATION ON THE GROUP, THE COMPANY AND DIFFER CHINA

The Group is a provider of short to medium-term financing and financing-related solutions in the 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 business.

The Company is a limited liability company established in the Cayman Islands. The principal activity of the Company is investment holding.