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Differ Group Auto Limited — Board/Management Information 2025
Aug 19, 2025
51068_rns_2025-08-19_49cc5310-2c2c-4dcf-923d-7f2a628d7444.pdf
Board/Management Information
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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 (IN LIQUIDATION)
鼎豐集團汽車有限公司
(清盤中)
(Incorporated in Cayman Islands with limited liability)
(Stock Code: 6878)
(1) RESIGNATION OF EXECUTIVE DIRECTOR AND CHANGE IN COMPOSITION OF BOARD COMMITTEES; AND
(2) NON-COMPLIANCE WITH THE LISTING RULES
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 Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (the "Listing Rules").
RESIGNATION OF EXECUTIVE DIRECTOR AND CHANGE IN COMPOSITION OF BOARD COMMITTEES
The Company hereby announces that Ms. PAN Huili ("Ms. Pan") resigned as an executive Director with effect from 18 August 2025 due to her other business commitments. Following Ms. Pan's resignation, she has also ceased to be the members of the Remuneration Committee and the Nomination Committee of the Company with effect from that date.
Ms. Pan has confirmed that she has no disagreement with the Company and there is no other matter to her resignation that needs to be brought to the attention of the shareholders of the Company and the Stock Exchange.
NON-COMPLIANCE WITH THE LISTING RULES
Reference is made to the announcements of the Company dated 19 March 2025, 25 March 2025 and 21 May 2025 in relation to the non-compliance with Rules 3.10(1), 3.21, 3.25 and 3.27A of the Listing Rules on the Stock Exchange.
Following the resignation of Ms. Pan, the Company remains non-compliant with Rules 3.25 (in respect of the remuneration committee having an independent non-executive director as chairman with a majority of members comprising independent non-executive Directors) and 3.27A of the Listing Rules (in respect of the nomination committee having
an independent non-executive Director as chairman with a majority of members comprising independent non-executive Directors).
The Company is in the process of identifying suitable candidate(s) to fill the vacancy of the executive Directors to ensure re-compliance of the relevant rules as soon as practicable but in any event within three months from the first date of non-compliance. Further announcement(s) will be made by the Company as and when appropriate.
CONTINUED SUSPENSION OF TRADING
Trading in the shares of the Company on the Stock Exchange, which has been suspended with effect from 11:00 a.m. on 31 March 2025, will remain suspended until further notice.
The Company will keep the public informed by making further announcements as and when appropriate.
Differ Group Auto Limited
(In Liquidation)
So Man Chun
And
Jong Yat Kit
Joint and Several Liquidators
Acting as agents without personal liability
Hong Kong, 19 August 2025