Differ : APPOINTMENT OF DIRECTOR; RESIGNATION OF DIRECTOR;CHANGE OF COMPOSITION OF BOARD COMMITTEES

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.

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 6878)

1. APPOINTMENT OF DIRECTOR;
2. RESIGNATION OF DIRECTOR;
3. CHANGE OF COMPOSITION OF BOARD COMMITTEES

The Board announces that, with effect from 7 June 2017,

Mr. Lam Kit Lam has been appointed as an independent non-executive Director of the Company.

Mr. Tsang Hin Man Terence has resigned as an independent non-executive Director of the Company.

1. Mr. Tsang Hin Man Terence has resigned as the chairman of the Remuneration Committee, a member of the Audit Committee and the Nomination Committee.

2. Mr. Lam Kit Lam has been appointed as the chairman of the Remuneration Committee, a member of the Audit Committee and the Nomination Committee.

The board (the "Board") of directors (the "Director(s)") of Differ Group Holding Company Limited (the "Company") is pleased to announce that with effect from 7 June 2017:

Mr. Lam Kit Lam ("Mr. Lam") has been appointed as an independent non-executive Director of the Company.

The biography of Mr. Lam is set out below:

Mr. Lam Kit Lam (林洁霖)

Mr. Lam, aged 42, an Honorary Citizen of Xiamen City, is the chairman of DBBank Mortgage Investment Corp. He has over 15 years of experience in the banking industry. He became a deputy general manager of the Bank of East Asia (China) Ltd. ("BEA") Shanghai branch in 2007, he then worked as a general manager at BEA Wuhan branch and subsequently at BEA Xiamen branch until August 2014.

Mr. Lam obtained a bachelor's degree in commerce from the University of Victoria in 1997, a master's degree in world economics from the Beijing University in 2005 and a master's degree in international real estate from the Hong Kong Polytechnic University in 2010. He was appointed as a professional member of the Royal Institution of Chartered Surveyors since 2014. He was a committee member of the Chinese People's Political Consultative Conference ("CPPCC") of Xiamen City (2012) and an invited guest member of CPPCC of Hubei Province (2010). He is currently the vice chairman of the North American Alliance of Commerce Association.

Save as disclosed above, Mr. Lam does not hold any other positions in the Company and its subsidiaries and has not held any directorship in any other public companies in the past three years the securities of which are listed on any securities market in Hong Kong or overseas prior to the date of his appointment as an independent non-executive Director.

Mr. Lam has entered into a service agreement with the Company in relation to his appointment as an independent non-executive Director for a term of two years commencing from 7 June 2017. Mr. Lam is entitled to an annual director's fee of HK$96,000.

The remuneration of Mr. Lam has been determined by the remuneration committee of the Company (the "Remuneration Committee") with reference to his background, performance, duties and responsibilities with the Company and the prevailing market situation. Mr. Lam will hold office until the next following general meeting of the Company and shall then be eligible for re-election at that meeting and is subject to rotation requirements and re-election pursuant to the Articles of Association of the Company.

As at the date of this announcement, Mr. Lam is not interested or deemed to be interested in any shares of the Company or its associated corporation within the meaning of Part XV of the Securities and Futures Ordinance (the "SFO").

Save as disclosed above, (a) Mr. Lam does not have any relationship with any Directors, senior management, substantial or controlling shareholders of the Company or its subsidiaries (as defined under the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited); and (b) there is no other information that needs to be disclosed pursuant to any of the requirements as set out in Rule 13.51(2) of the Listing Rules and there are no other matters that need to be brought to the attention of the shareholders of the Company (the "Shareholders") in connection with the appointment of Mr. Lam as an independent non-executive Director.

The Board would like to extend its warm welcome to Mr. Lam to the Board.

The Board announces that, with effect from 7 June 2017:

Mr. Tsang Hin Man Terence (" Mr. Tsang ") has resigned as an independent non-executive Director in order to devote more time to his other commitments.

Mr. Tsang has confirmed to the Board that there is no disagreement with the Board that and that there is no other matter in relation to the respective resignation that need to be brought to the attention of the Shareholders.

The Board would like to extend its sincere gratitude to Mr. Tsang for his valuable contributions towards the Company during his tenure of office.

The composition of the Board committees has been changed as follows:

1. Mr. Tsang has resigned as the chairman of the Remuneration Committee, a member of the audit committee of the Company ("Audit Committee") and the nomination committee of the Company ("Nomination Committee").

2. Mr. Lam has been appointed as the chairman of the Remuneration Committee, a member of the Audit Committee and the Nomination Committee.

Hong Kong, 7 June 2017

By order of the Board

Chairman and Executive Director

As at the date of this announcement, the Board comprises Mr. Hong Mingxian, Mr. Ng Chi Chung and Mr. Cai Huatan as the executive Directors, Mr. Cai Jianfeng and Mr. Wu Qinghan as the non-executive Directors and Mr. Chan Sing Nun, Mr. Lam Kit Lam and Mr. Zeng Haisheng as the independent non-executive Directors.