Differ Group Auto Limited — Regulatory Filings 2024

May 31, 2024

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 (1) FURTHER DELAY IN PUBLICATION OF 2023 ANNUAL RESULTS ANNOUNCEMENT AND DELAY IN DESPATCH OF 2023 ANNUAL REPORT; (2) POSTPONEMENT OF BOARD MEETING; AND (3) CONTINUED SUSPENSION OF TRADING

This announcement is made by the board of directors (the “ Board ”) of Differ Group Auto Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) pursuant to Rule 13.09 and Rule 13.49(3) 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 28 March 2024, 17 April 2024 and 10 May 2024 (the “ Announcements ”) in relation to, among others, the delay in publication of the 2023 Annual Results and delay in despatch of the 2023 Annual Report. Unless otherwise specified, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcements.

FURTHER DELAY IN PUBLICATION OF 2023 ANNUAL RESULTS ANNOUNCEMENT AND DELAY IN DESPATCH OF 2023 ANNUAL REPORT

The Board would like to provide further information to its shareholders and potential investors regarding the delay in publication of the 2023 Annual Results. As stated in the Announcements, the Auditors have requested additional time to complete their audit procedures and gather all necessary supporting documents. As of the date of this announcement, the Auditors have completed all required audit procedures. However, the Company requires additional time to finalise the 2023 Annual Results and the 2023 Annual Report. According to the existing timetable, the publication and dispatch of the 2023 Annual Results Announcement and the 2023 Annual Report is expected to be further delayed to on or before 28 June 2024 respectively.

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Pursuant to Rule 13.49(1) of the Listing Rules, the Company is required to publish the 2023 Annual Results Announcement not later than three (3) months after the end of the financial year of the Company (i.e. on or before 31 March 2024). The delay in the publication of the 2023 Annual Results Announcement constitutes non-compliance with Rule 13.49(1) of the Listing Rules.

Pursuant to Rule 13.49(3) of the Listing Rules, if the Company is unable to publish the 2023 Annual Results Announcement within the prescribed timeframe, it must announce its results for the financial year based on financial results which have yet to be agreed with the Auditors (so far as the information is available), those results must have been reviewed by the issuer’s audit committee, not later than three (3) months after the end of the financial year of the Company (i.e. on or before 31 March 2024). The Board, after due and careful consideration, is of the view that it would not be appropriate for the Company to publish the unaudited consolidated management accounts of the Group for the year ended 31 December 2023 at this stage as such management accounts may not accurately reflect the financial performance and/or position of the Group and the publication of the unaudited management accounts could cause confusion and may be misleading to the Shareholders and potential investors of the Company.

Pursuant to Rule 13.46(2) of the Listing Rules, the Company is required to despatch the 2023 Annual Report to the Shareholders not more than four (4) months after the end of the financial year of the Company (i.e. on or before 30 April 2024). Due to further delay in the publication of the 2023 Annual Results Announcement, it is expected that there will be a delay in the despatch of the 2023 Annual Report.

Based on the latest development and recent discussion with the Auditors, the Company expects that the 2023 Annual Results Announcement and 2023 Annual Report will be published and despatched on or before 28 June 2024 respectively.

POSTPONEMENT OF BOARD MEETING

Due to the aforesaid delay in publication of the 2023 Annual Results Announcement, the Board Meeting for approving the 2023 Annual Results Announcement for publication will also be further delayed.

The Board will make further announcement(s) as and when appropriate to inform the Shareholders of the date of the Board Meeting.

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CONTINUED SUSPENSION OF TRADING

Trading in the shares of the Company on the Stock Exchange has been suspended with effect from 9:00 a.m. on Tuesday, 2 April 2024 and will remain suspended pending the publication of the 2023 Annual Results by the Company.

Shareholders and potential investors of the Company should exercise caution when investing and dealing in the securities of the Company.

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

Hong Kong, 31 May 2024

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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