Differ Group Auto Limited — Regulatory Filings 2024

Mar 28, 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) DELAY IN PUBLICATION OF 2023 ANNUAL RESULTS ANNOUNCEMENT; (2) POSSIBLE DELAY IN DISPATCH OF 2023 ANNUAL REPORT; (3) POSTPONEMENT OF BOARD MEETING AND (4) 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).

DELAY IN PUBLICATION OF THE 2023 ANNUAL RESULTS ANNOUNCEMENT

The Board wishes to inform the shareholders of the Company (the “ Shareholders ”) that as the auditors of the Company (the “ Auditors ”) need more time to complete their audit procedures and collect all the necessary supporting documents, such as outstanding audit confirmations, the Company is currently unable to release the annual results of the Company for the year ended 31 December 2023 (the “ 2023 Annual Results Announcement ”).

Pursuant to Rules 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). In light of the aforementioned circumstances, the Board is of the view that the Company is unable to publish the 2023 Annual Results Announcement on or before 31 March 2024, as required by the Listing Rules. The delay in the publication of the 2023 Annual Results Announcement constitutes non-compliance with Rule 13.49(1) of the Listing Rules.

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The Company has been using its best endeavors to prepare the consolidated financial statements of the Group and working closely with the Auditors to provide all the required information and documents for completing the audit procedures as soon as possible. The 2023 Annual Results Announcement is expected to be published on or before 30 April 2024.

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.

POSSIBLE DELAY IN DESPATCH OF THE 2023 ANNUAL REPORT

Pursuant to Rule 13.46(2) of the Listing Rules, the Company is required to despatch its annual report in respect of the year ended 31 December 2023 (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 the delay in the publication of the 2023 Annual Results Announcement, it is expected that there may be a possible delay in the despatch of the 2023 Annual Report.

The delay in despatch of the 2023 Annual Report, if materialized, will constitute non-compliance with Rules 13.46(2) of the Listing Rules. The expected date of despatch of the 2023 Annual Report will be announced as and when appropriate.

Further announcement(s) will be published by the Company to inform the Shareholders and its potential investors of any material development on the aforesaid matters in due course.

The Board hereby emphasizes that the business operation of the Group remains normal. Save as disclosed above, there is no other inside information causing the delay in publication of the 2023 Annual Results Announcement and the delay in despatch of the 2023 Annual Report.

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POSTPONEMENT OF BOARD MEETING

Reference is made to the announcement of the Company dated 14 March 2024 in relation to a meeting of the Board (the “ Board Meeting ”) to be held on 28 March 2024 for the purpose of, among other matters, approving the 2023 Annual Results Announcement for publication. Due to the aforesaid delay in publication of the 2023 Annual Results Announcement, the Board Meeting will be postponed.

The Board will make further announcement(s) as and when appropriate to inform the Shareholders of (i) the date of the Board Meeting; and (ii) the date of the publication of the 2023 Annual Results Announcement and the despatch of the 2023 Annual Report.

SUSPENSION OF TRADING

Pursuant to Rule 13.50 of the Listing Rules, the Stock Exchange will normally require suspension of trading in an issuer’s securities if an issuer fails to publish periodic financial information in accordance with the Listing Rules, and the suspension will normally remain in force until the issuer publishes an announcement containing the requisite financial information.

At the request of the Company, trading in the shares of the Company on the Stock Exchange will be suspended with effect from 09:00 a.m. on Tuesday, 2 April 2024, pending release of the 2023 Annual Results Announcement.

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, 28 March 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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