Differ Group Auto Limited — M&A Activity 2025

Feb 10, 2025

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)

UPDATE ANNOUNCEMENT — WITHDRAWAL OF APPLICATION TO CONVENE THE SCHEME MEETING

This announcement is made by Differ Group Auto Limited (the "Company") pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Inside Information provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

References are made to (i) the announcements of the Company dated 16 June 2023, 20 June 2023, 4 July 2023, 23 August 2023, 30 August 2023, 20 September 2023, 18 October 2023, 30 October 2023, 5 January 2024, 23 April 2024, 6 June 2024, 19 July 2024, 16 August 2024, 2 September 2024 and 17 October 2024 respectively in relation to, among other things, the Proposed Restructuring of the Company; (ii) the announcements of the Company dated 14 November 2024 and 21 November 2024 respectively in relation to, among other things, the PRC Litigations; and (iii) the announcement of the Company dated 13 December 2024 in relation to the adjournment of direction hearing for the proposed scheme of arrangement of the Company (the "Announcements"). Unless otherwise defined, capitalised terms used herein shall have the same meanings as used in the Announcements.

The Company would like to update the Shareholders and the potential investors that, the Company has applied to the High Court of Hong Kong on 5 February 2025 to withdraw the application to convene a Scheme Meeting for the Scheme Creditors to consider and, if thought fit, approve the Revised Scheme. On 10 February 2025, the High Court of Hong Kong has ordered that leave be granted to the Company to withdraw the said application and the hearing scheduled on 11 February 2025 at 10:00 a.m. be vacated.

Further announcement(s) will be made by the Company to inform the public on any updates on the Proposed Restructuring as and when appropriate.

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WARNING

Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

By Order of the Board
Differ Group Auto Limited
Pan Huili
Executive Director

Hong Kong, 10 February 2025

As at the date of this announcement, the executive Directors are Ms. PAN Huili and Mr. TONG Lu; the non-executive Director is Mr. KANG Fuming; and the independent non-executive Directors are Mr. CHAN Sing Nun, Mr. LAM Kit Lam and Ms. CHUANG Yin Lam.