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

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(incorporated in the Cayman Islands with limited liability)

(Stock Code: 6878)

Reference is made to the announcement of the Group dated 29 June 2017 in relation to the Previous Guarantee Service Agreements.

The Previous Guarantee Service Agreements will, one by one, expire by February 2018. It is the current intention of the Customers to maintain the banking facilities in the aggregate amount of not exceeding RMB315,000,000 (equivalent to approximately HK$375,000,000) granted by the Lending Bank continuously for the next two years, either by way of renewal of the previous banking facilities granted by the Lending Bank in connection with the Previous Guarantee Service Agreements, or by way of obtaining new banking facilities from the Lending Bank after the expiry of the previous facilities. Therefore, the Customers sought the continuous guarantee services from the Group for the next two years on substantially the same terms as those under the Previous Guarantee Service Agreements.

In view of the above, the Directors and the Customers consider that it is in the interest of all relevant parties to enter into the Guarantee Service Master Agreement so as to expedite the future process of the Group's provision of guarantee services to the Customers after the expiry of the Previous Guarantee Service Agreements.

The Board is pleased to announce that on 14 September 2017, the Guarantee Service Master Agreement was entered into among the Company and Differ China (as the Guarantors) and the Customers (as the borrowers) for a period of two years. During any time within the period of the Guarantee Service Master Agreement, the Guarantors have guaranteed to pay all Indebtedness in an aggregate amount of not exceeding RMB315,000,000 (equivalent to approximately HK$375,000,000), being the Guarantee Cap, in respect of the Facilities due and owing to the Lending Bank by the Customers in the event of the Customers' default. Under the Guarantee Service Master Agreement, separate guarantee service agreements may be entered into among the Guarantors and the Customers and separate Maximum Guarantee Agreements may be entered into among the Guarantors and the Lending Bank (as the lender). In any case, the aggregate of the guarantee amount provided under (i) the outstanding Previous Guarantee Service Agreements; and (ii) any new guarantee service agreements entered into pursuant to the Guarantee Service Master Agreement, shall be subject to a maximum amount of RMB315,000,000 (equivalent to approximately HK$375,000,000), being the Guarantee Cap.

As at the date of the Guarantee Service Master Agreement, the Previous Guarantee Service Agreements, which were entered into among the same parties on 29 June 2017, remained outstanding. In respect of the Previous Guarantee Service Agreements, the total guarantee amount was RMB315,000,000. The Previous Guarantee Service Agreements were announced by the Company on 29 June 2017 and were referred to as the "Guarantee Service Agreements" in that announcement.

The Previous Guarantee Service Agreements, which constitute a notifiable transaction (as defined under the Listing Rule) itself had been announced on 29 June 2017. In respect of the Guarantee Cap under the Guarantee Service Master Agreement, certain applicable percentage ratios under Rule 14.07 of the Listing Rules 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 Guarantee Cap under the Guarantee Service Master Agreement 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.

Reference is made to the announcement of the Group dated 29 June 2017 in relation to the Previous Guarantee Service Agreements.

The Previous Guarantee Service Agreements will, one by one, expire by February 2018. It is the current intention of the Customers to maintain the banking facilities in the aggregate amount of not exceeding RMB315,000,000 (equivalent to approximately HK$375,000,000) granted by the Lending Bank continuously for the next two years, either by way of renewal of the previous banking facilities granted by the Lending Bank in connection with the Previous Guarantee Service Agreements, or by way of obtaining new banking facilities from the Lending Bank after the expiry of the previous facilities. Therefore, the Customers sought the continuous guarantee services from the Group for the next two years on substantially the same terms as those under the Previous Guarantee Service Agreements.

In view of the above, the Directors and the Customers consider that it is in the interest of all relevant parties to enter into the Guarantee Service Master Agreement so as to expedite the future process of the Group's provision of guarantee services to the Customers after the expiry of the Previous Guarantee Service Agreements.

The Board is pleased to announce that on 14 September 2017, the Guarantee Service Master Agreement was entered into among the Company and Differ China (as the Guarantors) and the Customers (as the borrowers) for a period of two years. During any time within the period of the Guarantee Service Master Agreement, the Guarantors have guaranteed to pay all Indebtedness in an aggregate amount of not exceeding RMB315,000,000 (equivalent to approximately HK$375,000,000), being the Guarantee Cap, in respect of the Facilities due and owing to the Lending Bank by the Customers in the event of the Customers' default. Under the Guarantee Service Master Agreement, separate guarantee service agreements may be entered into among the Guarantors and the Customers and separate Maximum Guarantee Agreements may be entered into among the Guarantors and the Lending Bank (as the lender). In any case, the aggregate of the guarantee amount provided under (i) the outstanding Previous Guarantee Service Agreements; and (ii) any new guarantee service agreements entered into pursuant to the Guarantee Service Master Agreement, shall be subject to a maximum amount of RMB315,000,000 (equivalent to approximately HK$375,000,000), being the Guarantee Cap.

Summarised below are the principal terms of the Guarantee Service Master Agreement:

Date : 14 September 2017

Guarantors : The Company and Differ China

Lender : The Lending Bank

Borrower : The Customers

Guarantee Cap : U p t o RMB315,000,000 (equivalent to approximately HK$375,000,000) (subject to a maximum amount of RMB155,000,000 for Customer A, RMB80,000,000 for Customer B and RMB80,000,000 for Customer C)

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)

Term : 2 years

The guarantee fee and consultancy fee will be settled in full by the Customers upon entering into the sperate guarantee service agreement.

As at the date of the Guarantee Service Master Agreement, Previous Guarantee Service Agreements, which were entered into among the same parties on 29 June 2017, remained outstanding. In respect of the Previous Guarantee Service Agreements, the total guarantee amount was RMB315,000,000. The Previous Guarantee Service Agreements were announced by the Company on 29 June 2017 and were referred to as the "Guarantee Service Agreements" in that announcement.

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

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$184,524,000)

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)

Term : from 29 June 2017 to 20 September 2017

The guarantee fee and consultancy fee has been settled in full by Customer A upon entering into the Previous Guarantee Service Agreement A.