Differ : DISCLOSEABLE AND CONNECTED TRANSACTION AT SUBSIDIARY LEVEL IN RELATION TO THE DISPOSAL OF 51% EQUITY INTERESTS IN SHANGHANG FENGDA REAL ESTATE CO., LTD*

About this update from Differ Group Auto Limited

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 ཻᔮණྠછٰϞࠢʮ̡ (incorporated in the Cayman Islands with limited liability) (Stock Code: 6878) DISCLOSEABLE AND CONNECTED TRANSACTION AT SUBSIDIARY LEVEL IN RELATION TO THE DISPOSAL OF 51% EQUITY INTERESTS IN SHANGHANG FENGDA REAL ESTATE CO., LTD* THE DISPOSAL The Board is pleased to announce that on 12 March 2021 (after trading hours), the Purchaser has agreed to acquire, and the Vendor (an indirect wholly-owned subsidiary of the Company) has agreed to procure Ganzhou Differ to sell, the Disposal Shares, being 51% of the entire equity interest in the Disposal Company. Upon Completion, the Disposal Company will no longer be a subsidiary of the Company. LISTING RULES IMPLICATION As one or more applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) exceed 5% but fall below 25%, the Disposal constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and will be subject to the reporting and announcement requirements. As the Purchaser is the existing registered owner of 49% of the entire equity interest in the Disposal Company, which is an indirect non-wholly owned subsidiary of the Company as at the date of the announcement, the Purchaser is a connected person of the Company at the subsidiary level under the Listing Rules. Since (i) the Purchaser is a connected person of the Company at subsidiary level under the Listing Rules; (ii) the Directors (including the independent non-executive Directors) have approved the terms of the Agreement and the Disposal; and (iii) the independent non-executive Directors of the Company have confirmed that the terms of the Agreement are fair and reasonable and the Disposal is on normal commercial terms or better and in the interests of the Company and the Shareholders as a whole, the Agreement and the Disposal will constitute a connected transaction of the Company which is only subject to the reporting and announcement requirements, but exempted from the circular, independent fin...

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