Differ Group Auto Limited — Regulatory Filings 2023

Jan 4, 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)

INSIDE INFORMATION AND RESUMPTION OF TRADING

This announcement is made by Differ Group Auto Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Reference is made to the announcement of the Company dated 3 January 2023 in relation to the trading halt of the shares of the Company (Stock Code: 6878) (the “ Shares ”, and holders of which, the “ Shareholders ”) on the Stock Exchange.

The board (the “ Board ”) of directors (the “ Directors ”) of the Company would like to provide the Shareholders and potential investors with information in respect of the Company set out below.

FORCED SALE OF SHARES

The Board was informed that on 3 January 2023, 151,200,000 Shares held by Mr. Ng Chi Chung (“ Mr. Ng ”), the chairman of the Company and an executive Director and 163,408,000 Shares held by Ever Ultimate Limited (“ Ever Ultimate ”), a substantial shareholder of the Company, which is ultimately controlled by Mr. Ng, were forcibly sold in the open market by securities companies through margin securities accounts.

Immediately after the forced sale of the Shares, the number of Shares held by Mr. Ng and Ever Ultimate as of the date of this announcement, in aggregate, was 888,232,000 Shares, representing 12.32% of the issued share capital of the Company.

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RESUMPTION OF TRADING

At the request of the Company, trading in the Company’s shares on the Stock Exchange was halted with effect from 11:08 a.m. on Tuesday, 3 January 2023 pending the release of this announcement. Application has been made by the Company for resumption of trading in the Shares of the Company on the Stock Exchange with effect from 9:00 a.m on 5 January 2023.

Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company and, if in doubt, may seek professional advice from their own professional or financial advisors.

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

Hong Kong, 4 January 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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