Differ Group Auto Limited — Capital/Financing Update 2023

Apr 28, 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.

This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

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)

CLARIFICATION ANNOUNCEMENT IN RELATION TO THE PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

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References are made to the announcements issued by Differ Group Auto Limited (the “ Company ”) dated 17 April 2023 (the “ Announcements ”) in relation to the Placing. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcements.

The Board would like to clarify the inadvertent clerical errors regarding the Announcement under the section headed “ EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY ” on page 8 of both the English and Chinese versions of the Announcement.

The Company hereby clarifies that the section headed “ EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY ” in the Announcement:

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“To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, the shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately after the completion of the Placing (assuming all the Placing Shares are fully placed and there is no other change in the issued share capital of the Company before the completion of the Placing) are set out below:

Name of ShareholderExpert Corporate LimitedEver Ultimate_(Note 1)_Mr. Ng (Note 1)Public ShareholdersPlaceesOther public ShareholdersTotal	As at the date of thisannouncementNumber ofSharesApprox.%(Note 2)1,310,000,00018.1763,660,0000.8850,000,0000.70––5,784,727,88080.257,208,387,880100.00	Immediately after thecompletion of the Placing(assuming all the PlacingShares are fully placed)Number ofSharesApprox.%(Note 2)1,310,000,00015.1463,660,0000.7450,000,0000.581,441,677,57616.675,784,727,88066.878,650,065,456100.00	Immediately after thecompletion of the Placing(assuming all the PlacingShares are fully placed)Number ofSharesApprox.%(Note 2)1,310,000,00015.1463,660,0000.7450,000,0000.581,441,677,57616.675,784,727,88066.878,650,065,456100.00
			100.00

Notes:

1. As at the date of this announcement, Ever Ultimate Limited (“Ever Ultimate”), is wholly and beneficial owned by Mr. Ng Chi Chung (“Mr. Ng”), the chairman and executive Director of the Company. By virtue of the SFO, Mr. Ng is deemed to be interested in 113,660,000 Shares under the SFO.

2. The above percentage figures are subject to rounding adjustments. Accordingly, figures shown as total may not be an arithmetic aggregation of the figures preceding it.”,

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should be replaced in its entirely by the following:

“To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, the shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately after the completion of the Placing (assuming all the Placing Shares are fully placed and there is no other change in the issued share capital of the Company before the completion of the Placing) should set out below:

Name of ShareholderExpert Corporate LimitedEver Ultimate_(Note 1)_Public ShareholdersPlaceesOther public ShareholdersTotal	As at the date of thisannouncementNumber ofSharesApprox.%(Note 2)1,310,000,00018.17113,660,0001.58––5,784,727,88080.257,208,387,880100.00	Immediately after thecompletion of the Placing(assuming all the PlacingShares are fully placed)Number ofSharesApprox.%(Note 2)1,310,000,00015.14113,660,0001.321,441,677,57616.675,784,727,88066.878,650,065,456100.00	Immediately after thecompletion of the Placing(assuming all the PlacingShares are fully placed)Number ofSharesApprox.%(Note 2)1,310,000,00015.14113,660,0001.321,441,677,57616.675,784,727,88066.878,650,065,456100.00
			100.00

Notes:

1. As at the date of this announcement, Ever Ultimate Limited (“ Ever Ultimate ”), is wholly and beneficial owned by Mr. Ng Chi Chung (“ Mr. Ng ”), the chairman and executive Director of the Company. By virtue of the SFO, Mr. Ng is deemed to be interested in 113,660,000 Shares under the SFO.

2. The above percentage figures are subject to rounding adjustments. Accordingly, figures shown as total may not be an arithmetic aggregation of the figures preceding it.”

Save as disclosed in this announcement, all information set out in the Announcement remain unchanged.

By Order of the Board Differ Group Auto Limited NG Chi Chung Chairman and Executive Director

Hong Kong, 28 April 2023

As at the date of this announcement, the executive Directors are Mr. NG Chi Chung and Dr. FENG Xiaogang; 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 Mr. CHEN Naike.

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