Core Viewpoint - Dingfeng Group Automotive (06878.HK) announced that Ms. Pan Huili will resign as an executive director effective August 18, 2025, due to other business arrangements [1] Company Summary - Ms. Pan will also cease to be a member of the Compensation Committee and the Nomination Committee from the same date [1]

Core Points - Dingfeng Group Automotive (06878) announced that Ms. Pan Huili will resign as an executive director effective August 18, 2025, due to other business commitments [1] - Following her resignation, Ms. Pan will also cease to be a member of the Compensation Committee and the Nomination Committee from the same date [1] - The company's shares remain suspended from trading [1]

Core Points - Ms. Pan Huili will resign as an executive director of Dingfeng Group Automobile effective August 18, 2025, due to other business arrangements [1] - Following her resignation, Ms. Pan will also cease to be a member of the remuneration committee and the nomination committee [1] - The company's shares remain suspended from trading [1]

（股份代號：6878） DIFFER GROUP AUTO LIMITED (IN LIQUIDATION) 鼎 豐 集 團 汽 車 有 限 公 司 （清盤中） （於開曼群島註冊成立的有限公司） 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對 其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或部分內容而 產生或因倚賴該等內容而引致的任何損失承擔任何責任。 (1) 執行董事之辭任及董事委員會組成之變更； 及 (2) 未能遵守上市規則 根據香港聯合交易所有限公司（「聯交所」）《證券上市規則》（「上市規則」）第 13.51(2)條的規定，謹此提述鼎豐集團汽車有限公司（清盤中）（「本公司」，連同其附 屬公司統稱為「本集團」）作出之公告。 執行董事之辭任及董事委員會組成之變更 本公司謹此宣佈，自 2025 年 8 月 18 日起潘薈邐女士（「潘女士」）因其他業務安排辭任 本公司的執行董事。潘女士辭任後亦自該日起已不再擔任薪酬委員會之成員及提名委員會 之成員。 潘女士已確認與本公司並無意見分歧，亦無任何有關其辭任之其他事宜需提呈本公司股東 及聯交所垂注。 未能遵守上市規則 茲提述 ...

公司名稱: 鼎 豐 集 團 汽 車 有 限 公 司 （清盤中） 截至月份: 2025年7月31日 狀態: 新提交 呈交日期: 2025年8月4日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 06878 | 說明 | 普通股 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.025 | HKD | | 250,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.025 | HKD | | 250,000,000 | 本月底法定/註冊股本總額： HKD 250,000,000 第 1 頁 共 10 ...

Receivables and Customer Concentration - As of December 31, 2023, the total amount of receivables from financing leases, loans, and accounts receivable is approximately RMB 1,009,600,000[1] - The total amount of receivables from the top five customers is approximately RMB 870,500,000, indicating a concentration risk[1] - Two major customers account for approximately RMB 671,600,000 of the total receivables, with the largest customer contributing RMB 423,600,000[1] - The company has approximately 45 clients as of December 31, 2023, indicating a diversified customer base[1] Financing Guarantees - The company provides financing guarantees to corporate clients in mainland China, charging fees typically between 3.1% and 4.5% of the loan principal[2] - No new customers were acquired in the financing guarantee business for the fiscal years ending December 31, 2022, and December 31, 2023[2] - The management team in mainland China is responsible for approving and reviewing financing guarantees, ensuring risk management practices are in place[2] - The company operates its guarantee services with a prudent approach, balancing inherent credit risks with business opportunities[2] - The company does not use financial intermediaries or pay any intermediary fees in its business solicitation process[2] - The company monitors the credit status and financial health of its clients to manage risks associated with financing guarantees[2]

Financial Performance - The company reported a net loss attributable to shareholders of approximately RMB 2,522,332,000 for the year ended December 31, 2023[3]. - The operating cash outflow for the same period was approximately RMB 771,205,000[5]. - As of December 31, 2023, the company had net current liabilities of approximately RMB 1,005,138,000[5]. Liquidity and Financial Condition - The company faced default events due to late payments of loan principal and interest, leading to immediate repayment demands from lenders[6]. - A bondholder has filed a winding-up petition against the company in the High Court of Hong Kong[6]. - The company is implementing measures to improve liquidity and financial conditions, including debt restructuring proposals[5]. - Continuous communication with lenders is maintained to facilitate the restructuring of existing borrowings[5]. - The company is actively monitoring receivables to ensure timely collection and payment to subcontractors and suppliers[5]. - The ability to continue as a going concern is dependent on the success of the proposed measures and plans[4]. Auditor's Opinion and Going Concern - The independent auditor expressed an inability to form an opinion on the financial statements due to significant uncertainties regarding the company's ability to continue as a going concern[2]. - The audit committee has reviewed uncertainties related to the company's ability to continue as a going concern, primarily due to the lack of sufficient audit evidence regarding the completion of debt arrangements[10]. - The audit committee supports the use of the going concern basis for preparing the financial statements for the year ending December 31, 2023, provided that management takes necessary actions to address uncertainties[10]. Future Plans and Strategies - The group will continue to focus on maintaining property inventory and adopt more aggressive sales strategies to attract buyers, anticipating improved cash flow due to the recovery of China's economy from COVID-19 and government measures to stabilize the real estate market[7]. - The board expects all existing property constructions to be completed by December 31, 2025, with three out of five major development projects already completed, which will generate cash flow from property sales[7]. - The group aims to enhance revenue from property development, financial services, and automotive e-commerce to generate operational cash flow over the next twelve months[7]. - The company is actively seeking additional financing to settle existing financial obligations and future operational expenses, contingent on regulatory conditions and lender agreements[7]. - The board remains optimistic about the successful implementation of debt arrangements and proposed restructuring, with creditor meetings scheduled for August 16, 2024, and court hearings on September 17, 2024[8]. - The completion of the debt arrangement is subject to conditions, including the approval of the stock exchange, and there is a risk that the debt may not be settled, which could affect the company's liquidation risk[11].

Differ Group Auto Limited 鼎豐集團汽車有限公司 股份代號 : 6878 (於開曼群島註冊成立的有限公司 ) 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 2024 Interim Report 2024 中期報告 鼎豐集團汽車有限公司 二零二四年中期報告 公司資料 | --- | --- | |-----------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------| | | | | 執行董事 | 授權代表 | | 吳志忠先生 （主席兼行政總 ...

Financial Performance - Revenue for the six months ended June 30, 2024, was RMB 190.9 million, a decrease of 82.4% compared to RMB 1,083.1 million for the same period in 2023[1] - The loss for the period was RMB 131.6 million, slightly improved from a loss of RMB 137.3 million in the previous year[1] - Revenue from asset management business was RMB 153.1 million, down 84.3% from RMB 958.8 million in the same period last year[2] - Revenue from financial services was RMB 37.8 million, a decrease of 29.5% compared to RMB 53.7 million in the previous year[2] - The company reported a basic and diluted loss per share of RMB 14.2, compared to RMB 18.0 in the previous year[3] - For the six months ended June 30, 2024, the total revenue was RMB 190,919,000, a decrease of 81.4% compared to RMB 1,083,102,000 for the same period in 2023[22][26] - Revenue from property sales for the six months ended June 30, 2024, was RMB 147,917,000, a significant decrease from RMB 953,773,000 in the same period of 2023[21] - The company reported a net loss attributable to shareholders of approximately RMB 131,821,000 for the six months ended June 30, 2024, with current liabilities amounting to approximately RMB 1,064,181,000[15] - The company recorded a loss attributable to owners of the company of approximately RMB 131,800,000, a decrease of about RMB 5,400,000 or 3.9% compared to the previous period's loss of approximately RMB 137,200,000[60] Assets and Liabilities - Total assets as of June 30, 2024, amounted to RMB 4,666.1 million, an increase from RMB 4,458.2 million as of December 31, 2023[5] - Non-current assets were valued at RMB 1,487.7 million, down from RMB 1,544.2 million at the end of 2023[5] - Current liabilities increased to RMB 992.1 million from RMB 967.3 million at the end of 2023[6] - The company's net asset value decreased to RMB 60.8 million from RMB 166.9 million at the end of 2023[6] - The total assets of the group as of June 30, 2024, amounted to RMB 6,153,804,000, an increase from RMB 6,002,417,000 as of December 31, 2023[27] - The total liabilities increased to RMB 6,093,009,000 from 5,835,475,000, reflecting a rise in financial obligations[27] Cash Flow and Financing - For the six months ended June 30, 2024, the company reported a net cash inflow from operating activities of RMB 42,884 thousand, a significant improvement compared to a net outflow of RMB 244,367 thousand in the same period of 2023[10] - The net cash used in investing activities was RMB (2,210) thousand, compared to RMB (74,694) thousand in the previous year, indicating a reduction in cash outflow[10] - The cash and cash equivalents at the end of the period decreased to RMB 30,631 thousand from RMB 95,589 thousand at the beginning of the period[10] - The company raised approximately HKD 13,600,000 (equivalent to RMB 12,200,000) from a placement of 138,888,889 new shares at HKD 0.36 per share, which was a discount of about 34.5% from the market price on the placement date[77] - The net proceeds from the placement are intended for debt repayment (approximately HKD 10,000,000) and general working capital (approximately HKD 3,600,000) for the period from March 2024 to December 2025[77] Debt and Restructuring - The company is undergoing a debt restructuring process, which includes increasing its authorized share capital from HKD 250 million to HKD 2.5 billion to facilitate the issuance of debt arrangement shares[13] - The proposed debt arrangement will allow creditors to have their claims against the company settled through the issuance of debt arrangement shares at a price of HKD 0.0904 per share[13] - The company is facing significant uncertainty regarding its ability to continue as a going concern due to defaults on loans and a winding-up petition filed against it[15] - The company has proposed a debt repayment arrangement and plans to restructure its debts to alleviate liquidity pressure and improve its financial condition[15] Operational Performance - The company is actively monitoring its receivables to ensure timely collection and payment to subcontractors and suppliers[15] - The company expects to complete most of its existing property developments by December 31, 2025, which will generate cash flow from property sales[16] - The company plans to implement various strategies to improve revenue from property development, financial services, and automotive e-commerce over the next twelve months[16] - The company anticipates that the Chinese economy will recover from the impacts of COVID-19, which may enhance its property development business growth and improve cash flow[15] Employee and Governance - The group had 96 employees as of June 30, 2024, down from 197 employees as of December 31, 2023, with employee costs for the six months ending June 30, 2024, amounting to approximately RMB 11,200,000[72] - The group did not recommend the payment of an interim dividend for the six months ending June 30, 2024, compared to no dividend in 2023[71] - The company has complied with the corporate governance code, with minor deviations regarding directors' insurance and the separation of the roles of chairman and CEO[82][83] - The audit committee, consisting of two independent non-executive directors and one non-executive director, reviewed the unaudited consolidated results for the six months ending June 30, 2024[86] Market and Economic Conditions - The company is facing a winding-up petition from creditors and has engaged restructuring advisors to prepare for a restructuring plan[61] - The group continues to monitor cash flow needs and ensure sufficient liquidity to meet operational demands[69] - The group has not established any foreign exchange hedging arrangements, and currency fluctuations are not expected to have a significant impact on financial performance[68]

Financial Performance - Total revenue for the year ended December 31, 2023, was RMB 2,251.6 million, a significant increase from RMB 1,007.7 million in 2022, representing a growth of approximately 123.5%[3] - The company reported a net loss of RMB 2,522.4 million for the year, compared to a loss of RMB 180.4 million in the previous year, indicating a substantial increase in losses[3] - Loss per share for the year was RMB 307.46, up from RMB 25.00 in 2022, reflecting a deterioration in financial performance[3] - The company recorded a net loss attributable to shareholders of approximately RMB 2,522,332,000 for the year ended December 31, 2023, compared to a loss of RMB 180,205,000 in 2022[21] - The company reported a pre-tax loss of RMB 2,522,332,000 for the year ended December 31, 2023, compared to a loss of RMB 180,205,000 in 2022, indicating a significant increase in losses[70] Revenue Breakdown - Revenue from asset management business surged to RMB 2,062.9 million, compared to RMB 426.4 million in 2022, marking an increase of approximately 384.5%[6] - Revenue from automotive e-commerce business dropped to RMB 11.6 million from RMB 135.8 million, a decline of about 91.4%[6] - Property sales revenue increased significantly to RMB 2,038,727,000 from RMB 392,380,000, reflecting a growth of approximately 420.5%[43] - Revenue from the automotive e-commerce business significantly decreased from approximately RMB 135,800,000 in 2022 to approximately RMB 11,600,000 in 2023, a decline of approximately RMB 124,200,000 or 91.5%[115] - Revenue from property sales in the asset management business increased by 419.5%, from approximately RMB 392,400,000 in 2022 to approximately RMB 2,038,700,000 in 2023[116] Asset and Liability Changes - Total assets decreased to RMB 4,458.2 million in 2023 from RMB 5,883.7 million in 2022, a decline of approximately 24.2%[9] - Current liabilities increased to RMB 5,463.3 million in 2023 from RMB 5,750.3 million in 2022, indicating a slight decrease of about 5%[11] - The company's equity attributable to owners decreased significantly to RMB 167.2 million in 2023 from RMB 2,525.0 million in 2022, a drop of approximately 93.4%[11] - The total liabilities for the group decreased from RMB 6,289,955,000 in 2022 to RMB 5,835,475,000 in 2023, showing a reduction of about 7.2%[52] Impairment and Losses - The company reported a significant impairment loss of RMB 2,075,891,000 related to financial assets, highlighting challenges in asset management[54] - The company recognized a full impairment of approximately RMB 241,107,000 related to receivables from Jiahe and Dingfeng Digital Group due to low recovery prospects[103] - The total impairment loss provision for receivables, joint venture receivables, and other receivables amounted to approximately RMB 1,223,827,000 as of December 31, 2023[108] - The impairment loss recognized for doubtful loans and receivables amounts to approximately RMB 464,163,000, reflecting a full impairment due to low recovery likelihood[96] Financing and Capital Structure - The company plans to increase its authorized share capital from HKD 250,000,000 (10,000,000,000 shares) to HKD 2,500,000,000 (100,000,000,000 shares) to facilitate the issuance of debt arrangement shares[20] - The first share placement in 2023 raised approximately HKD 197 million, with a net amount of about HKD 190.7 million allocated for debt repayment and general working capital[193] - The second share placement in 2023 raised approximately HKD 20 million, with a net amount of about HKD 19.4 million intended for general working capital and restructuring costs[197] - The capital debt ratio as of December 31, 2023, was 37.5%, significantly up from 16.4% in 2022[190] - The current ratio as of December 31, 2023, was 0.82, down from 1.02 in 2022[190] Operational Challenges and Strategies - The company faced significant operational challenges due to financial difficulties and external factors such as the COVID-19 pandemic and declining consumer income[115] - The company is actively monitoring its receivables to ensure timely collection and payment to subcontractors and suppliers, aiming to alleviate liquidity pressure[24] - The company is seeking additional and alternative financing to meet existing financial obligations and future operating expenses[22] - The group has identified strategic opportunities for mergers and acquisitions to enhance its market position and operational efficiency[50] Regulatory and Accounting Changes - The group has adopted new and revised Hong Kong Financial Reporting Standards effective from January 1, 2023, which did not significantly impact financial performance or disclosures[27][29] - The impact of the new accounting standards on the group's financial position or performance has been minimal, but it has affected the disclosure of accounting policies[32] - The group is assessing the potential impact of regulatory changes on its financial reporting and compliance strategies[25] Employee and Operational Costs - Employee costs decreased to RMB 39,414,000 in 2023 from RMB 66,629,000 in 2022, a reduction of approximately 41%[62] - The company's total tax expense increased significantly to RMB 173,311,000 in 2023 from RMB 50,552,000 in 2022, reflecting an increase of approximately 243%[64] - The group recorded asset management income of approximately RMB 24,100,000 in 2023, down from RMB 34,000,000 in 2022, primarily from rental and management fees[120] Legal and Recovery Actions - The company has taken legal actions as alternative measures to recover receivables from clients and borrowers who have defaulted[96] - The group has taken legal actions to recover overdue loans, indicating proactive measures to mitigate financial risks[143]