Differ Group Auto Limited — Regulatory Filings 2024

Jan 5, 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)

DELAY IN DESPATCH OF CIRCULAR AND

REVISED TIMETABLE IN RELATION TO PROPOSED SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE

Reference is made to the announcement of Differ Group Auto Limited (the “ Company ”) dated 19 December 2023 (the “ Announcement ”) in relation to, among other things, the Share Consolidation, the Increase in Authorised Share Capital and the Placing. Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement.

As disclosed in the Announcement, a circular (the “ Circular ”) containing information on details of the resolutions proposed at the EGM, together with notice of the EGM and the proxy form were originally expected to be despatched to the Shareholders on or before Friday, 5 January 2024. As more time is required for preparing and finalising the information to be contained in the Circular, it is expected that the despatch of the Circular will be postponed to Friday, 26 January 2024.

REVISED EXPECTED TIMETABLE

In view of the delay in the despatch of the Circular, the expected timetable in relation to the proposed Share Consolidation and the Change in Board Lot Size is expected to be revised as follows:-

EXPECTED TIMETABLE

Despatch date of circular with notice of the EGM . . . . . . . . . . .Friday, 26 January 2024

Latest time for lodging transfers of shares in order to

qualify for attendance and voting at the EGM . . . . . . . . . . . . . 4:30 p.m. on Thursday,

8 February 2024

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Register of members closes (both days inclusive) . . . . . . . . . .Friday, 9 February 2024 to Monday, 19 February 2024

Latest time for lodging forms of proxy for the EGM . . . . . . . . . 10:00 a.m. on Saturday, 17 February 2024 Date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Monday, 19 February 2024

Publication of the announcement of the results

of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 19 February 2024

The following events are conditional on the fulfillment of the conditions for the implementation of the Share Consolidation and Change in Board Lot Size as set out in this announcement:

Effective date of the Share Consolidation . . . . . . . . . . . . .Wednesday, 21 February 2024

First day of free exchange of existing share certificates for new share certificates for Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . .Wednesday, 21 February 2024 Dealing in the Consolidated Shares commences . . . . . . . . . . . . 9:00 a.m. on Wednesday, 21 February 2024 Original counter for trading in the Existing Shares in board lots of 2,000 Existing Shares (in the form of existing share certificates) temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 21 February 2024 Temporary counter for trading in the Consolidated Shares in board lots of 200 Consolidated Shares (in the form of existing share certificates) opens . . . . . . . . . 9:00 a.m. on Wednesday, 21 February 2024 Original counter for trading in the Consolidated Shares in new board lots of 10,000 Consolidated Shares (in the form of new share certificates for the Consolidated Shares) re-opens . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 6 March 2024

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Parallel trading in the Consolidated Shares (in the form of new share certificates for the Consolidated Shares and existing share certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 6 March 2024 Designated broker starts to stand in the market to provide matching services for odd lots of the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 6 March 2024 Designated broker ceases to stand in the market to provide matching services for odd lots of the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 26 March 2024 Temporary counter for trading in the Consolidated Shares in board lots of 200 Consolidated Shares (in the form of existing share certificates) closes . . . . . . . . . . . 4:10 p.m. on Tuesday, 26 March 2024 Parallel trading in the Consolidated Shares (in the form of new share certificates for the Consolidated Shares and existing share certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Tuesday, 26 March 2024 Last day for free exchange of existing share certificates for new share certificates for the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 28 March 2024 By order of the Board Differ Group Auto Limited Ng Chi Chung Chairman and Executive Director Hong Kong, 5 January 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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