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)

UPDATE ANNOUNCEMENT: 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 and 30 October 2023 respectively (the “ Announcements ”) in relation to, among other things, the Petition filed by the Petitioner against the Company and the application to 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, a hearing at the High Court was held on 5 January 2024 to consider the proposed Scheme of the Company and the Court ordered that, in light for more time for the Company to carry out other corporate exercise which would affect the certainty of certain details of the Scheme:

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

• (b) the hearing for the sanction of the said proposed Scheme of the Company was set to be heard on 6 June 2024 at 10:00 a.m..

The Company also intends to apply for adjournment of the hearing of the Petition to be heard before the Companies Judge of the High Court on 22 January 2024 pending the determination of the hearing of the said proposed Scheme of the Company.

1

Meanwhile, the Company is in the course of preparing such announcement relating to the Proposed Restructuring and aims to publish the same as soon as practicable. 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.

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, 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.

2