Differ Group Auto Limited — Board/Management Information 2023

May 15, 2023

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 AUTO LIMITED 鼎豐集團汽車有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 6878)

CHANGE OF DIRECTORS

RESIGNATION OF DIRECTOR

The Board is pleased to announce that, with effect from 15 May 2023, Mr. Chen Naike has tendered his resignation as an independent non-executive Director.

APPOINTMENT OF DIRECTORS

The Board is pleased to announce that, with effect from 15 May 2023, (i) Mr. Tong Lu has been appointed as an executive Director; and (ii) Ms. Chuang Yin Lam has been appointed as an independent non-executive Director.

The announcement is made by Differ Group Auto Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) pursuant to Rule 13.51(2) of the Rules (the “ Listing Rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).

RESIGNATION OF DIRECTOR

The board (the “ Board ”) of directors (the “ Director ”) is also pleased to announce that with effect from 15 May 2023, Mr. Chen Naike (“ Mr. Chen ”) has tendered his resignation as an independent non-executive Director in order to devote more time to his other commitments.

Mr. Chen has confirmed that he has no disagreement with the Board and there is no other matter to his resignation that needs to be brought to the attention of the shareholders (the “ Shareholders ”) of the Company and the Stock Exchange.

The Board would like to take this opportunity to express its sincere gratitude to Mr. Chen for his valuable contributions to the Group during his tenures of office.

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APPOINTMENT OF DIRECTORS

The Board is pleased to announce that, with effect from 15 May 2023, (i) Mr. Tong Lu (“ Mr. Tong ”) has been appointed as an executive Director; and (ii) Ms. Chuang Yin Lam (“ Ms. Chuang ”) has been appointed as an independent non-executive Director.

The biographic details of Mr. Tong and Ms. Chuang are as follows:

Mr. Tong Lu (同路)

Mr. Tong, aged 41, graduated from Otemon Gakuin University (追手門學院大學), Osaka, Japan, with a Bachelor of Arts degree in 2006. After graduating, Mr. Tong worked with BAL Corporation & Co., Ltd as general manager at the international business department for around seven years. From 2014 to present, Mr. Tong works as executive director with Calistar Auto Life Industry Investment Co., Ltd. (開利星空汽車 生活產業投資有限公司). Mr. Tong has extensive experience in automobile dealership and import and export trade.

Pursuant to the service contract entered into between the Company and Mr. Tong, (i) Mr. Tong is not appointed for any specific length or proposed length of service and his term of service shall continue unless and until terminated by either party giving to the other not less than three months’ prior written notice; (ii) Mr. Tong’s term of office as executive Director shall also be subject to retirement and re-election at the annual general meeting in accordance with the articles of association of the Company; and (iii) Mr. Tong is entitled to receive a remuneration of HK$20,000 per month which were determined by the Board upon recommendation from the Remuneration Committee of the Company with reference to the prevailing market rate, the Company’s remuneration policy, his duties and responsibilities with the Company and his contribution to the Company.

Ms. Chuang Yin Lam (莊賢琳)

Ms. Chuang, aged 32, graduated from University of New South Wales, Australia in 2014 with a Bachelor of Media degree in Public Relations and Advertising. Ms. Chuang has over 8 years of experience in corporate advisory and business development. She joined Computershare Hong Kong Investor Services Limited (“ Computershare ”) in 2014. Up to present, she is taking up a duel role as senior manager in the business development department and personal assistant to managing director and chief executive officer of Computershare.

The Company is committed to promoting board diversity amongst the Board. The Company believes that the nomination of Ms. Chuang as an independent non-executive Director will ensure gender diversity in members of the Board which can enhance decision-making capability and the overall effectiveness of the Board in achieving sustainable business operation and Shareholders’ value.

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Pursuant to the letter of appointment entered into between the Company and Ms. Chuang, (i) Ms. Chuang is appointed for an initial term of three years and shall continue unless and until terminated by either party giving the other not less than one month’s prior written notice; (ii) Ms. Chuang’s term of office as independent non-executive Director shall also be subject to retirement and re-election at the annual general meeting in accordance with the articles of association of the Company; and (iii) Ms. Chuang is entitled to receive a remuneration of HK$8,000 per month which were determined by the Board upon recommendation from the Remuneration Committee of the Company with reference to the prevailing market rate, the Company’s remuneration policy, her duties and responsibilities with the Company and her contribution to the Company.

Save as disclosed above, as at the date of this announcement, each of Mr. Tong and Ms. Chuang has confirmed that he/she (i) does not hold any other position with the Company or any of its subsidiaries; (ii) does not hold any other directorships in any other listed public companies in Hong Kong or overseas in the last three years; (iii) does not have any relationship with any Director, senior management or substantial or controlling shareholders of the Company; (iv) does not have or is not deemed to have any interests or short positions in the shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, each of Mr. Tong and Ms. Chuang confirmed that there are no other matters concerning the appointment of each of Mr. Tong and Ms. Chuang that need to be brought to the attention of the Shareholders and there is no other information in respect of each of Mr. Tong and Ms. Chuang which is disclosable pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

The Board would like to take this opportunity to welcome Mr. Tong and Ms. Chuang as a new Board members.

By order of the Board Differ Group Auto Limited Ng Chi Chung Chairman and Executive Director

Hong Kong, 15 May 2023

As at the date of this announcement, the executive Directors are Mr. NG Chi Chung, Dr. FENG Xiaogang and Mr. TONG Lu; the non-executive Directors are Mr. KANG Fuming and Mr. XU Yiwei; and the independent non-executive Directors are Mr. CHAN Sing Nun, Mr. LAM Kit Lam and Ms. CHUANG Yin Lam.

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