Differ Group Auto Limited — Regulatory Filings 2024

Apr 23, 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)

UPDATE ANNOUNCEMENT: FURTHER ADJOURNMENT OF DIRECTION HEARING FOR SCHEME OF ARRANGEMENT

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).

Reference is made to 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, and 5 January 2024 respectively (the “ Announcements ”) in relation to, among other things, the application of the Proposed Restructuring of the Company. 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 that, in order to provide more time for the Company to carry out other corporate exercise which would affect the certainty of certain details of the Scheme, the Company applied to the Court and the Court, upon considering the Company’s application, granted an order that:

• (a) the direction hearing for a proposed Scheme of the Company on 26 April 2024 be vacated and adjourned to be heard on 6 June 2024 at 10:00 a.m.; and

• (b) no further adjournment will be granted.

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

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CONTINUED SUSPENSION OF TRADING

Trading in 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 annual results of the Company for the financial year ended 31 December 2023 by the Company.

WARNING

The proposed transactions contemplated under the Proposed Restructuring may or may not be fulfilled and are subject to approval by the Shareholders, creditors of the Company, regulators and the Court. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

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

Hong Kong, 23 April 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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