Differ : DISCLOSEABLE TRANSACTION PROVISION OF FINANCIAL ASSISTANCE

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)

DISCLOSEABLE TRANSACTION PROVISION OF FINANCIAL ASSISTANCE PROVISION OF FINANCIAL ASSISTANCE

The Board is pleased to announce that on 9 May 2017, the Finance Lease Agreement was entered into between Differ Financial (as the lessor) and the Customer (as the lessee). Pursuant to the Finance Lease Agreement, Differ Financial has agreed, among other things, (i) to purchase an equipment from the Seller at an aggregate consideration of US$19,500,000 (equivalent to approximately HK$151.7 million), and provide 70% (i.e US$13,650,000, equivalent to approximately HK$106.2 million) of financing to the Customer; (ii) to lease such equipment to the Customer immediately afterwards for a period of 2 years for a series of rental payments payable by the Customer to Differ Financial on a quarterly basis in an aggregate amount over the entire lease period of approximately US$15,886,000 (equivalent to approximately HK$123.6 million); and (iii) to transfer the ownership of such equipment to the Customer after the end of the lease period at a nominal consideration of US$10,000 (equivalent to approximately HK$77,800).

IMPLICATIONS UNDER THE LISTING RULES

As certain applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the aggregate amount of financing provided by Differ Financial to the Customer pursuant to the Finance Lease Agreement 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.

PROVISION OF FINANCIAL ASSISTANCE

The Board is pleased to announce that on 9 May 2017, the Finance Lease Agreement was entered into between Differ Financial (as the lessor) and the Customer (as the lessee). Pursuant to the Finance Lease Agreement, Differ Financial has agreed, among other things, (i) to purchase an equipment from the Seller at an aggregate consideration of US$19,500,000 (equivalent to approximately HK$151.7 million), and provide 70% (i.e US$13,650,000, equivalent to approximately HK$106.2 million) of financing to the Customer; (ii) to lease such equipment to the Customer immediately afterwards for a period of 2 years for a series of rental payments payable by the Customer to Differ Financial on a quarterly basis in an aggregate amount over the entire lease period of approximately US$15,886,000 (equivalent to approximately HK$123.6 million); and

(iii) to transfer the ownership of such equipment to the Customer after the end of the lease period at a nominal consideration of US$10,000 (equivalent to approximately HK$77,800).

Summarised below are the principal terms of the Finance Lease Agreement:

FINANCE LEASE AGREEMENT

Date of the Finance Lease : 9 May 2017 Agreement

Lessor : Differ Financial

Lessee : The Customer

Amount of financing : Approximately US$13,650,000 (equivalent to provided by Differ Financial approximately HK$106.2 million)

to the Customer (i.e. 70% of the aggregate purchase prices

of the equipment)

Aggregate amount of rental : Approximately US$15,886,000 (equivalent payment to approximately HK$123.6 million)

Lease period : 24 months

Ownership of the leased : To be transferred to the Customer at a property after the end of nominal consideration of US$10,000 (equivalent lease period to approximately HK$77,800)

Based on the aforesaid terms of the Finance Lease Agreement, it is expected that an internal rate of return of approximately 14.0% (annualised) will be derived as a result of the Transaction.

GUARANTEES

The Customer has agreed to provide a corporate guarantee to Differ Financial under the Finance Lease Agreement.

Pursuant to the Finance Lease Agreement, the Customer should purchase insurance for property all risks in respect of the equipment involved in the Finance Lease Agreement with Differ Financial as the beneficiary covering at least the entire lease period.

SOURCE OF FUNDING

The Transaction was funded by the Group's internal resources.

INFORMATION ON THE CUSTOMER

The Customer is a limited liability company established in Philippines.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Customer and its ultimate beneficial owner are third parties independent of the Company and connected persons of the Company.

INFORMATION ON THE GROUP AND DIFFER FINANCIAL

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

Differ Financial is a limited liability company incorporated in Hong Kong and an indirect wholly-owned subsidiary of the Company. Differ Financial is principally engaged in the express loan services in Hong Kong.

REASONS FOR, AND BENEFITS OF, ENTERING INTO THE TRANSACTION

Taking into account the principal business activities of the Group, the Transaction is in the ordinary and usual course of business of the Group.

The terms of the Finance Lease Agreement (including the amount of financing provided, the amount of rental payments and the lease periods) were negotiated on an arm's length basis between Differ Financial and the Customer based on, among other things, the financing needs requested by the Customer, the type of leased property involved, the quality and value of the guarantees provided, and the Group's assessment on the source of funds for rental payments and the business conditions and creditworthiness of the Customer. The Directors are of the view that the Finance Lease Agreement was entered into on normal commercial terms in accordance with the Group's approval procedures. Taking into account the approval procedures undertaken by the Group and that interest income is expected to be generated as a result of the entering into of the Finance Lease Agreement, the Directors consider that the terms of the Transaction are fair and reasonable and in the interest of the Company and the Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

As certain applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the aggregate amount of financing provided by Differ Financial to the Customer pursuant to the Finance Lease Agreement 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.

DEFINITIONS

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

"Board" the board of Directors

"Company" Differ Group Holding Company Limited

"Customer" a limited liability company established in Philippines "Differ Financial" Differ Financial Holdings Limited, a limited liability

company incoporated in Hong Kong and an indirect wholly-owned subsidiary of the Company

"Director(s)" the director(s) of the Company

"Finance Lease Agreement" the finance lease agreement dated 9 May 2017 entered

into between Differ Financial (as the lessor) and the Customer (as the lessee) in relation to the granting of the finance lease service by Differ Financial to the Customer

"Group" the Company and its subsidiaries

"Hong Kong" the Hong Kong Special Administrative Region of the PRC

"Listing Rules" the Rules Governing the Listing of Securities on the

Stock Exchange

"PRC" the People's Republic of China, for the purpose of this announcement excludes Hong Kong, Macau Special Administrative Region of the PRC and Taiwan

"Seller" designated seller by the Customer

"Shareholder(s)" shareholder(s) of the Company

"Stock Exchange" The Stock Exchange of Hong Kong Limited "Transaction" the granting of an aggregate amount of approximately

US$ 13 , 650 , 000 ( equivalent t o approximately HK$106.2 million) of financing by Differ Financial to the Customer pursuant to the Finance Lease Agreement

"HK$" Hong Kong dollars, the lawful currency of Hong Kong

"US$" United States dollars, the lawful currency of the United States of America

By order of the Board of

Differ Group Holding Company Limited HONG Mingxian

Chairman and Executive Director

Hong Kong, 9 May 2017

In this announcement, translation of US$ into HK$ is based on the exchange rate of US$1.00 : HK$7.78. No representation is made that any amounts in US$ and HK$ can be or could have been converted at the above exchange rate or any other rates.

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. TSANG Hin Man Terence and Mr. ZENG Haisheng.