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Cloud Factory Technology Holdings Limited Proxy Solicitation & Information Statement 2025
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Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Cloud Factory Technology Holdings Limited (the “Company”), you should at once hand this circular and the enclosed proxy form to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
雲工場科技控股有限公司
Cloud Factory Technology Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2512)
(1) PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES;
(2) PROPOSED GRANT OF GENERAL MANDATE TO REPURCHASE SHARES;
(3) PROPOSED RE-ELECTION OF RETIRING DIRECTORS;
(4) PROPOSED RE-APPOINTMENT OF AUDITOR; AND
(5) NOTICE OF ANNUAL GENERAL MEETING
A notice convening an annual general meeting (“AGM”) of the Company to be held at 2-601, Tian An Intelligence Park, 228 Linghu Avenue, Xinwu District, Wuxi, Jiangsu, PRC on Monday, 16 June 2025 at 1 p.m. is set out on pages 21 to 25 of this circular.
A form of proxy for use at the AGM is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.cloudcsp.com).
Whether or not you are able to attend the AGM, you are advised to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof (as the case may be) should you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.
23 April 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
APPENDIX I — EXPLANATORY STATEMENT ... 10
APPENDIX II — BIOGRAPHICAL DETAILS OF RETIRING
DIRECTORS SUBJECT TO RE-ELECTION ... 14
NOTICE OF THE AGM ... 21
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DEFINITIONS
In this circular, unless the context requires otherwise, the following expressions have the following meanings:
"AGM"
the annual general meeting of the Company to be convened and held at 2-601, Tian An Intelligence Park, 228 Linghu Avenue, Xinwu District, Wuxi, Jiangsu, PRC on Monday, 16 June 2025 at 1 p.m.
"AGM Notice"
the notice convening the AGM as set out on pages 21 to 25 of this circular
"Articles"
the articles of association of the Company as amended from time to time
"Audit Committee"
the audit committee of the Company
"Board"
the board of Directors
"CCASS"
Central Clearing and Settlement System, a securities settlement system used within the Hong Kong Exchanges and Clearing Limited market system
"Chief Executive Officer"
the chief executive officer of the Company
"Company"
Cloud Factory Technology Holdings Limited (雲工場科技控股有限公司), an exempted company with limited liability incorporated in the Cayman Islands on 10 December 2021
"consolidated affiliated entities"
the entity(ies) the Group controls through the contractual arrangements, namely, Jiangsu Cloud Factory Information Technology Co., Ltd. (江蘇雲工場信息技術有限公司) and its subsidiaries, the financial results of which have been consolidated and accounted for as the subsidiaries of the Company by virtue of the contractual arrangements
"controlling shareholder(s)"
has the meaning ascribed thereto under the Listing Rules, which collectively refers to Mr. Sun and Ru Yi IT
"core connected person(s)"
has the meaning ascribed to it in the Listing Rules
"Director(s)"
the director(s) of the Company
"Group"
the Company, its subsidiaries and its consolidated affiliated entities or any of them from time to time
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DEFINITIONS
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China
“Issue Mandate” a general mandate proposed to be granted to the Directors at the AGM to allot, issue and/or deal with (including any sale or transfer of treasury Shares out of treasury) the Shares not exceeding 20% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing of the relevant resolution at the AGM
“Latest Practicable Date” 15 April 2025, being the latest practicable date prior to the publication of this circular for ascertaining certain information contained herein
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time
“Mr. Sun” Mr. Sun Tao (孫濤), the chairman of the Board, the Chief Executive Officer, an executive Director and one of the controlling shareholders of the Company
“Nomination Committee” the nomination committee of the Company
“Remuneration Committee” the remuneration committee of the Company
“Repurchase Mandate” a general mandate proposed to be granted to the Directors at the AGM to repurchase Shares not exceeding 10% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing of the relevant resolution at the AGM
“Ru Yi IT” Ru Yi Information Technology Co., LTD, a business company incorporated in the British Virgin Islands on 5 November 2021, which is wholly-owned by Mr. Sun
“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented and/or otherwise modified from time to time
“Share(s)” ordinary share(s) of the Company with nominal value of US$0.00001 each in the share capital of the Company
“Shareholder(s)” holder(s) of the Share(s)
“Stock Exchange” The Stock Exchange of Hong Kong Limited
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DEFINITIONS
“Takeovers Code”
the Code on Takeovers and Mergers and Share Buy-backs of Hong Kong approved by the Securities and Futures Commission, as amended, supplemented or otherwise modified from time to time.
“treasury Shares”
has the meaning ascribed to it under the Listing Rules, as amended, supplemented or otherwise modified from time to time
“%”
per cent
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LETTER FROM THE BOARD
雲工場科技控股有限公司
Cloud Factory Technology Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2512)
Executive Directors:
Sun Tao (孫濤)
(Chairman and Chief Executive Officer)
Jiang Yanqiu (蔣燕秋)
Ji Lijun (季黎俊)
Zhu Wentao (朱文濤)
Independent non-executive Directors:
Ip Mun Lam (葉蒲林)
Cui Qi (崔琦)
Zhao Hong (趙竑)
Registered Office:
89 Nexus Way, Camana Bay
Grand Cayman, KY1-9009
Cayman Islands
Headquarter and Principal Place of Business in PRC
2-601, Tian An Intelligence Park
228 Linghu Avenue
Xinwu District
Wuxi, Jiangsu
PRC
Principal Place of Business
in Hong Kong:
Room 2712, Office Tower
Convention Plaza
1 Harbour Road
Wan Chai, Hong Kong
23 April 2025
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES;
(2) PROPOSED GRANT OF GENERAL MANDATE TO REPURCHASE SHARES;
(3) PROPOSED RE-ELECTION OF RETIRING DIRECTORS;
(4) PROPOSED RE-APPOINTMENT OF AUDITOR; AND
(5) NOTICE OF ANNUAL GENERAL MEETING
LETTER FROM THE BOARD
INTRODUCTION
The purpose of this circular is to provide you with the information regarding the resolutions to be proposed at the AGM relating to (i) the granting of a general mandate to issue Shares; (ii) the granting of a general mandate to repurchase Shares; (iii) the proposed re-election of the retiring Directors; (iv) the re-appointment of auditor of the Company; and (v) notice of the AGM.
PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES
Pursuant to the resolution of the Shareholder passed on 14 May 2024, the Directors were granted by the Shareholder a general unconditional mandate to allot, issue and/or deal with Shares. Such mandate, to the extent not utilised by the date of the AGM, will lapse at the conclusion of the AGM.
In order to ensure flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to allot, issue and/or deal with any new Shares (including any sale or transfer of treasury Shares), an ordinary resolution will be proposed at the AGM to approve the granting of the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and/or deal with new Shares (including any sale or transfer of treasury Shares out of treasury) not exceeding 20% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing of the resolution in relation to the Issue Mandate.
As at the Latest Practicable Date, the number of issued Shares (excluding treasury shares) of the Company was 460,000,000. Subject to the passing of the ordinary resolution no. 4 set out in the AGM Notice and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the AGM, the Company will be allowed to allot, issue and/or deal with (including any sale or transfer of treasury Shares out of treasury) a maximum of new 92,000,000 Shares.
In addition, subject to a separate approval of the ordinary resolution no. 6 set out in the AGM Notice, the number of Shares repurchased by the Company under the ordinary resolution no. 5 set out in the AGM Notice will be added to extend the Issue Mandate as mentioned in the ordinary resolution no. 4 set out in the AGM Notice provided that such additional value shall not exceed 10% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing the resolution in relation to the Repurchase Mandate. The Directors wish to state that they have no immediate plan to allot, issue and/or deal with any new Shares (including to sell or transfer any treasury Shares out of treasury) pursuant to the Issue Mandate.
The Issue Mandate will expire at the earliest of: (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law(s) of the Cayman Islands to be held; or (iii) the date upon which the authority given under the ordinary resolution approving the Issue Mandate is revoked, varied or renewed by an ordinary resolution of the Shareholders at a general meeting of the Company, whichever occurs first.
LETTER FROM THE BOARD
PROPOSED GRANT OF GENERAL MANDATE TO REPURCHASE SHARES
Pursuant to the resolution of the Shareholder passed on 14 May 2024, a general unconditional mandate was granted to the Directors to repurchase Shares. Such mandate will expire at the conclusion of the AGM. In order to ensure flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to repurchase Shares, an ordinary resolution will be proposed at the AGM to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares on the Stock Exchange not exceeding 10% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing of the resolution in relation to the Repurchase Mandate.
As at the Latest Practicable Date, the number of issued Shares of the Company was 460,000,000. Subject to the passing of the ordinary resolution no. 5 set out in the AGM Notice and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the AGM, the Company will be allowed to repurchase a maximum of 46,000,000 Shares.
The Board notes that under the Listing Rules, listed companies are allowed to cancel shares repurchased and/or to adopt a framework to (i) allow repurchased shares to be held in treasury and (ii) govern the resale of treasury shares. If the Company repurchases Shares pursuant to the Repurchase Mandate, the Company may (i) cancel the repurchased Shares and/or (ii) hold such Shares in treasury, subject to market conditions and the capital management needs of the Company at the relevant time such repurchases of Shares are made. If the Company holds Shares in treasury, any resale of Shares held in treasury will be subject to the ordinary resolution no. 4 of the AGM Notice and made in accordance with the Listing Rules and applicable laws and regulations of the Cayman Islands.
Under the Listing Rules, the Company is required to give the Shareholders an explanatory statement containing all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate. The explanatory statement required by the Listing Rules is set out in Appendix I to this circular.
The Repurchase Mandate will expire at the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law(s) of the Cayman Islands to be held; and (iii) the date on which the authority given under the ordinary resolution approving the Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company, whichever occurs first.
PROPOSED RE-ELECTION OF RETIRING DIRECTORS
The Board currently consists of seven Directors, namely Mr. Sun, Mr. Jiang Yanqiu, Mr. Ji Lijun and Mr. Zhu Wentao as executive Directors, Mr. Ip Mun Lam, Mr. Cui Qi and Ms. Zhao Hong as independent non-executive Directors.
LETTER FROM THE BOARD
Pursuant to article 108(a) of the Articles, at each annual general meeting, one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement at an annual general meeting by rotation at least once every three years. A retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the meeting at which he retires. The Company at the general meeting at which a Director retires may fill the vacated office.
Pursuant to article 112 of the Articles, the Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an additional Director but so that the number of Directors so appointed shall not exceed the maximum number determined from time to time by the members in general meeting. Any Director appointed by the Board to fill a casual vacancy or as an addition to the existing Board shall hold office only until the first annual general meeting of the Company after his appointment and shall then be eligible for re-election. Any Director appointed under this Article shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at an annual general meeting.
The Nomination Committee has reviewed (i) the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the relevant policies of the Company; and (ii) the independence of Mr. Ip Mun Lam, Mr. Cui Qi and Ms. Zhao Hong, the annual confirmation from each of Mr. Ip Mun Lam, Mr. Cui Qi and Ms. Zhao Hong to the Company on their fulfillment of the independence guidelines set out in Rule 3.13 of the Listing Rules. After due consideration, the Board confirmed that each of Mr. Ip Mun Lam, Mr. Cui Qi and Ms. Zhao Hong continues to be considered as independent and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. The Nomination Committee has recommended to the Board the re-election of the seven retiring Directors, Mr. Sun Tao, Mr. Jiang Yanqiu, Mr. Ji Lijun, Mr. Zhu Wentao, Mr. Ip Mun Lam, Mr. Cui Qi and Ms. Zhao Hong, who are due to retire at the AGM.
Accordingly, Mr. Sun, Mr. Jiang Yanqiu, Mr. Ji Lijun, Mr. Zhu Wentao, Mr. Ip Mun Lam, Mr. Cui Qi and Ms. Zhao Hong will retire and, being eligible, have offered themselves for re-election as Directors at the AGM.
Details of the above retiring Directors who are subject to re-election at the AGM are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.
PROPOSED RE-APPOINTMENT OF AUDITOR
Ernst & Young will retire as the auditor of the Company at the AGM and, being eligible, offer themselves for re-appointment.
LETTER FROM THE BOARD
The Board, upon the recommendation of the Audit Committee, proposed to re-appoint Ernst & Young as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company.
AGM
The AGM Notice is set out on pages 21 to 25 of this circular. At the AGM, resolutions will be proposed to approve, inter alia, the granting of the Issue Mandate, the granting of the Repurchase Mandate, the re-election of the retiring Directors and the re-appointment of the auditor of the Company.
The register of members of the Company will be closed from Wednesday, 11 June 2025 to Monday, 16 June 2025, both days inclusive, for the purpose of determining eligibility to attend and vote at the AGM. In order to be eligible to attend and vote at the AGM, all properly completed transfer forms accompanied by the relevant share certificates, must be lodged for registration with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Tuesday, 10 June 2025.
Pursuant to the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the AGM. An announcement on the poll results will be published by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.
A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.cloudcsp.com). Whether or not you are able to attend the AGM, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney (if any) or other authority (if any) under which it is signed, or a notarially certified copy thereof, to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof (as the case may be) if you so wish and in such event, your proxy form shall be deemed to be revoked.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with respect to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
LETTER FROM THE BOARD
RECOMMENDATION
The Directors consider that the proposed resolutions as set out in the AGM Notice are in the interests of the Group and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.
Yours faithfully
By order of the Board
Cloud Factory Technology Holdings Limited
Mr. Sun Tao
Chairman, Chief Executive Officer and
Executive Director
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APPENDIX I
EXPLANATORY STATEMENT
This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the proposed Repurchase Mandate.
1. REPURCHASE OF SECURITIES FROM CORE CONNECTED PERSONS
The Listing Rules prohibit the Company from knowingly purchasing its securities on the Stock Exchange from a "core connected person", that is, a director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective close associates and a core connected person is prohibited from knowingly selling to the Company his/her/its securities of the Company.
No core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is approved by the Shareholders at the AGM.
2. SHARE CAPITAL
As at the Latest Practicable Date, the total number of issued Shares was 460,000,000 Shares.
Subject to the passing of the proposed resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company after the Latest Practicable Date and up to the date of the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 46,000,000 Shares, representing 10% of the total number of issued Shares as at the date of passing of the relevant resolution.
3. REASONS FOR AND FUNDING OF REPURCHASE
The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole to seek general authority from the Shareholders to enable the Company to repurchase its Shares. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share and will only be made when the Directors believe that a repurchase will benefit the Company and the Shareholders as a whole. The number of Shares to be purchased on any occasion and the price and other terms upon which the same are repurchased will be decided at the relevant time, having regard to the circumstances then pertaining.
Repurchases of the Shares would be funded out of funds legally available for the purpose and in accordance with the Articles, the Listing Rules and the applicable laws and regulations of the Cayman Islands. The Directors may not repurchase the Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the Listing Rules and the applicable laws and regulations of the Cayman Islands.
APPENDIX I
EXPLANATORY STATEMENT
4. IMPACT OF REPURCHASE
The Directors believe that if the Repurchase Mandate is exercised in full, it may have a material adverse impact on the working capital or gearing position of the Company (as compared with the Company's latest published audited consolidated financial statements for the year ended 31 December 2024). However, the Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the working capital and/or the gearing position of the Company which, in the opinion of the Directors, are from time to time appropriate for the Company.
5. SHARE PRICES
The highest and lowest prices per Share at which the Shares were traded on the Stock Exchange during each of the preceding months upon listing and up to the Latest Practicable Date were as follows:
| Month | Highest HK$ | Lowest HK$ |
|---|---|---|
| 2024 | ||
| June | 4.650 | 3.200 |
| July | 3.990 | 3.450 |
| August | 3.720 | 3.440 |
| September | 3.640 | 3.210 |
| October | 4.410 | 2.420 |
| November | 3.130 | 2.480 |
| December | 3.010 | 2.600 |
| 2025 | ||
| January | 2.790 | 2.320 |
| February | 3.600 | 2.000 |
| March | 2.450 | 1.870 |
| April (up to the Latest Practicable Date) | 2.190 | 1.620 |
6. INTENTION OF THE DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSON OF THE COMPANY
None of the Directors, to the best of their knowledge, having made all reasonable enquiries, nor any of their respective close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company or its subsidiaries, in the event that the Repurchase Mandate is approved by the Shareholders.
No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.
APPENDIX I
EXPLANATORY STATEMENT
7. DIRECTORS' UNDERTAKING
The Directors, so far as the same may be applicable, will exercise the Repurchase Mandate in accordance with the Listing Rules, the Articles and the applicable laws and regulations of the Cayman Islands.
8. NO UNUSUAL FEATURES
The Directors confirm that, to the best of their knowledge and belief, the proposed Repurchase Mandate to be granted to the Board contains the information required under Rule 10.06(1)(b) of the Listing Rules and that neither the explanatory statement nor the proposed share repurchase has any unusual features.
9. SHARES REPURCHASE MADE BY THE COMPANY
The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date.
10. GENERAL
The Company may cancel such repurchased Shares or hold them as treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.
For any treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it does not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in the Company's own name as treasury shares, which may include approval by the Board that (i) the Company would not (or would procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company will withdraw the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the record date for the dividends or distributions.
11. TAKEOVERS CODE
If, as a result of a repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase shall be treated as an acquisition pursuant to Rule 32 of the Takeovers Code. Therefore, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase of interest of the Shareholder (and concerted parties, if any), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
APPENDIX I
EXPLANATORY STATEMENT
As at the Latest Practicable Date, to the best of the knowledge of the Directors, Ru Yi IT held 345,000,000 Shares representing 75% of the issued share capital of the Company. Ru Yi IT is legally and beneficially owned as to 100% by Mr. Sun, Mr. Sun and Ru Yi IT are a group of controlling shareholders within the meaning of the Listing Rules.
By virtue of the SFO, Mr. Sun is deemed, or taken to be, interested in the Shares held by Ru Yi IT in the Company. If the Repurchase Mandate is exercised in full (and assuming that the issued share capital of the Company remains unchanged from the Latest Practicable Date up to the date on which the Repurchase Mandate, if approved by the Shareholders, is exercised in full), the total number of the Shares which will be repurchased pursuant to the Repurchase Mandate shall be 46,000,000 Shares (being 10% of the total number of issued Shares as at the Latest Practicable Date). The shareholding percentage of the controlling shareholders will be increased to approximately 83.33% of the issued share capital of the Company immediately following the full exercise of the Repurchased Mandate.
On the basis of the aforesaid increase of shareholding held by the controlling shareholders set out above, the controlling shareholders, will not be obliged to make any mandatory offer under Rule 26 of the Takeovers Code if the Repurchase Mandate were exercised in full.
The Directors have no present intention to exercise the Repurchase Mandate (whether in full or otherwise) to an extent that will trigger the obligations to make a mandatory offer under Rule 26 of the Takeovers Code, nor to an extent that results in the number of Shares held by the public being reduced to less than the prescribed minimum percentage, whether 25% or other percentage as determined by the Stock Exchange.
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APPENDIX II
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION
The biographical details of the Directors proposed to be re-elected at the AGM are set out as below:
As at the Latest Practicable Date, none of the following Directors, save as disclosed herein, had any interest in the shares within the meaning of Part XV of the SFO.
Save as disclosed herein, as at the Latest Practicable Date, none of the following Directors holds any position with the Company or any other member of the Group, or any directorships in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, nor do they have any major appointment or qualification. Save as disclosed herein, the following Directors are not otherwise related to any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules).
Save as disclosed herein, as at the Latest Practicable Date, there is no other matter in relation to the following Directors that needs to be brought to the attention of the Shareholders, and there is no other information relating to the following Directors which is required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules
EXECUTIVE DIRECTORS
Mr. Sun Tao (孫濤), aged 42, one of the founders of the Group, is currently serving as an executive Director and the chairman of the Board. Mr. Sun is responsible for overseeing the overall management and business operation, board affairs, formulating strategies and operation plans and making major business decisions of the Group.
Mr. Sun has over 17 years' experience in the IDC solution industry in the PRC. Prior to founding the Group, from September 2006 to October 2007, Mr. Sun served as the sales manager of Wangsu Science & Technology Co., Ltd. (網宿科技股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 300017) that principally engaged in providing content delivery network, cloud computing, cloud security and global IDC solution services, where he was mainly responsible for sales and marketing work of IDC solution services. From November 2007 to December 2009, Mr. Sun served as a deputy general manager in Guangdong Litong Network Technology Co., Ltd. (廣東力通網絡科技有限公司), a company principally engaged in providing IDC solution services where he was mainly responsible for overseeing the overall management and business operation. He acquired Wuxi Zhida Network Technology Co., Ltd. (無錫市智達網絡科技有限公司) in September 2012 before he founded Cloud Factory in December 2015.
Mr. Sun obtained his bachelor's degree in Business Administration from Huaihai Institute of Technology (淮海工學院) (currently known as Jiangsu Ocean University (江蘇海洋大學)) in July 2006 in the PRC.
Mr. Sun is currently holding directorship in several principal subsidiaries of the Company, including Jiangsu Cloud Factory Information Technology Co., Ltd. (江蘇雲工場信息技術有限公司) and Jiangsu Cloud Factory Information Technology Co., Ltd. (江蘇雲工場信息技術有限公司).
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APPENDIX II
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION
Mr. Sun was previously a director or supervisor of the following companies, which were established in the PRC prior to their deregistration:
| Name of company | Position held before deregistration | Principal business activity immediately prior to deregistration | Date of deregistration |
|---|---|---|---|
| Wuxi Zhida Network Technology Co., Ltd.* (無錫市智達網絡科技有限公司) | Director, general manager and legal representative | Provision of IDC solution services | 4 December 2020 |
| Shanghai Weidu Information Technology Co., Ltd.* (上海譯渡信息科技有限公司) | Director and legal representative | Provision of information and computing technologies | 1 April 2010 |
| Wuxi Zhihui Yi Information Technology Co., Ltd.* (無錫市智慧翼信息科技有限公司) | Supervisor | Provision of information and computer hardware and software | 23 May 2019 |
Mr. Sun confirmed that (i) each of the above companies was deregistered due to business termination resulting from unprofitable personal ventures and/or the need to further focus on our Group's operation and was solvent at the time of deregistration; (ii) he was not aware of any actual or potential claim which has been or could potentially be made against him as a result of such deregistration; (iii) there was no wrongful act on his part leading to the deregistration of the above companies; and (iv) the deregistered companies were in full compliance with the PRC laws and regulations prior to their deregistration.
As at the Latest Practicable Date, Ru Yi IT held a long position of 345,000,000 shares, representing 75% of the issued shares of the Company. Ru Yi IT is wholly-owned by Mr. Sun. By virtue of the SFO, Mr. Sun is deemed to be interested in the shares held by Ru Yi IT. Accordingly, Mr. Sun and Ru Yi IT will be regarded as a group of controlling shareholders of the Company.
Mr. Sun has entered into a director service contract with the Company for a term of three years or until the third annual general meeting of the Company upon listing, whichever the earlier, but will be subject to retirement by rotation and eligible for re-election at least once every three years at the annual general meeting of the Company pursuant to the Articles. Under the director service contract, Mr. Sun will be entitled to emolument of RMB1 per annum as a token payment for his service as a director.
Mr. Jiang Yanqiu (蔣燕秋), aged 35, joined the Group in May 2015. Mr. Jiang is currently serving as an executive Director and a general manager of the Company. Mr. Jiang is responsible for overseeing the operation of the Group's businesses.
Prior to joining the Group, from October 2010 to June 2012, Mr. Jiang worked as a technical supervisor of Jiangsu Eastern Heavy Industries Co., Ltd. (江蘇東方重工有限公司), a shipbuilding company where he was primarily responsible for product testing and improvement. From April 2013 to May 2015, Mr. Jiang successively served as a sales manager of Beijing Sohu New Media
APPENDIX II
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION
Information Technology Co., Ltd. (北京搜狐新媒體資訊技術有限公司), a company mainly engaged in real estate internet advertising, e-commerce and value-added services, where he was mainly responsible for the provision of online advertising services in real estates and vehicle businesses in the regions of Wuxi, Suzhou and Changzhou.
Mr. Jiang obtained his bachelor's degree in mechanical design, manufacturing and automation from Southeast University Chengxian College (東南大學成覽學院) in the PRC in June 2010.
Mr. Jiang has entered into a director service contract with the Company for a term of three years or until the third annual general meeting of the Company upon listing, whichever the earlier, but will be subject to retirement by rotation and eligible for re-election at least once every three years at the annual general meeting of the Company pursuant to the Articles. Under the director service contract, Mr. Jiang will be entitled to emolument of RMB1 per annum as a token payment for his service as a director.
Mr. Ji Lijun (季黎俊), aged 41, joined the Group in October 2013. Mr. Ji is currently serving as an executive Director and a deputy general manager of the Company. Mr. Ji is responsible for overseeing the operation of the Group's businesses.
Prior to joining the Group, from July 2006 to November 2006, Mr. Ji served as a sales engineer of the sales department at Shanghai Tongzhiguang Construction Machinery Co., Ltd. (上海砼之光建築機械有限公司), a company principally engaged in the manufacturing and sales of concrete machinery and spare parts where he was mainly responsible for the sales of products and related solutions, marketing and new customers developments. From November 2006 to September 2009, he worked as a sales engineer of Shanghai Saidong Technologies Co., Ltd. (上海賽東科技有限公司), a company principally engaged in manufacturing and trading packaging machines where he was mainly responsible for the sales of products and related solutions, marketing and new customers developments. From February 2010 to May 2010, Mr. Ji served as a sales engineer of Jintan Jinwang Packaging Technology Co., Ltd. (金壇市金旺包裝科技有限公司) (currently known as Jiangsu Jinwang Intelligent SCI-TECH Co., Ltd. (江蘇金旺智能科技有限公司)), a company principally engaged in the research, development, manufacturing, sales and service of agrochemical preparation intelligent equipment. From June 2010 to December 2015, he joined Wuxi Zhida Network Technology Co., Ltd. (無錫智達網絡科技有限公司), a company mainly engaged in the provision of IDC solution services, where he successively served as the sales manager, the operation and maintenance superintendent (運維主管), the procurement supervisor (採購主管) and the vice general manager where he was mainly responsible for the sales, maintenance and procurement of products and related solutions and the overall management of company.
Mr. Ji obtained his bachelor's degree in mechanical design and manufacturing and automation from Huaihai Institute of Technology (淮海工學院) (currently known as Jiangsu Ocean University (江蘇海洋大學)) in the PRC in July 2006.
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APPENDIX II
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION
Mr. Ji was previously a director and/or supervisor of the following companies, which were established in the PRC prior to their deregistration:
| Name of company | Position held in the company before deregistration | Principal business activity immediately prior to deregistration | Date of deregistration |
|---|---|---|---|
| Wuxi Hanyun Rui Management Consulting Ltd.* (無錫市瀚雲睿管理諮詢有限責任公司) | Supervisor | Provision of consulting service on corporate management | 15 January 2019 |
| Qingdao Zhonghai Xintong Network Technology Co., Ltd.* (青島中海信通網絡科技有限公司) | Director and legal representative | Provision of computing services | 22 May 2019 |
| Chengdu Aidishi Technology Co., Ltd.* (成都愛蒂仕科技有限公司) | Director, general manager and legal representative | Provision of computing technology and network engineering services | 4 July 2019 |
Mr. Ji confirmed that (i) each of the above companies was deregistered due to business termination resulting from unprofitable personal ventures and the need to further focus on the Group's operation and was solvent at the time of deregistration; (ii) he was not aware of any actual or potential claim which has been or could potentially be made against him as a result of such deregistration; (iii) there was no wrongful act on his part leading to the deregistration of the above companies; and (iv) the deregistered companies were in full compliance with the PRC laws and regulations prior to their deregistration.
Mr. Ji has entered into a director service contract with the Company for a term of three years or until the third annual general meeting of the Company upon listing, whichever the earlier, but will be subject to retirement by rotation and eligible for re-election at least once every three years at the annual general meeting of the Company pursuant to the Articles. Under the director service contract, Mr. Ji will be entitled to emolument of RMB1 per annum as a token payment for his service as a director.
Mr. Zhu Wentao (朱文濤), aged 36, is currently serving as an executive Director, the deputy general manager of the Group and the head of the Lingjing Cloud business department. Mr. Zhu is responsible for the construction, operation and supervision of Lingjing Cloud, the edge computing service platform.
Mr. Zhu joined the Group in January 2022, prior to which, Mr. Zhu served as a system development engineer in China National Software & Service Company Limited (中國軟件與技術服務股份有限公司), a company principally engaged in developing and providing leading-edge software services, from August 2010 to August 2011 and was mainly responsible for the development and maintenance of online business platforms. From August 2011 to May 2014, Mr. Zhu served as a deputy technical director in Beijing Testor Technology Co., Ltd. (北京泰策科技有限公司), a company principally engaged in the provision of industry solution services for communication network, smart emergency and Industrial Internet, and was mainly responsible for
APPENDIX II
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION
the construction and operation of the platforms for the recursive service, cache service and authoritative service relating to Domain Name System. From May 2014 to May 2015, Mr. Zhu served as a senior manager of the business development centre of China Internet Network Information Centre (中國互聯網絡信息中心) and was mainly responsible for the construction and operation of China's national top-level domain name“.CN”, and the platforms for the public recursive service and authoritative service. From March 2019 to February 2021, Mr. Zhu served as the general manager in Hangzhou Upyun Technology Co., Ltd. (杭州又拍雲科技有限公司), a company principally engaged in the provision of cloud computing services, and was mainly responsible for the construction and operation of the cloud computing platform for Hangzhou Upyun Technology Co., Ltd..
Mr. Zhu graduated from Xi'an Jiaotong University (西安交通大學) in the PRC and obtained his bachelor's degree in computer science and technology in September 2010.
Mr. Zhu has entered into a director service contract with the Company for a term of three years or until the third annual general meeting of the Company upon listing, whichever the earlier, but will be subject to retirement by rotation and eligible for re-election at least once every three years at the annual general meeting of the Company pursuant to the Articles. Under the director service contract, Mr. Zhu will be entitled to emolument of RMB1 per annum as a token payment for his service as a director.
INDEPENDENT NON-EXECUTIVE DIRECTORS
Mr. Ip Mun Lam (葉滿林), aged 41, was appointed as an independent non-executive Director on 14 May 2024, with effect from the listing of the Company. Mr. Ip has over 17 years of experience in finance. Mr. Ip has served as a representative of Innovax Capital Limited (“Innovax Capital”) since March 2015. He has been a responsible officer of Innovax Capital for Type 6 regulated activities (advising on corporate finance) under the SFO since February 2016 and Mr. Ip is one of the sponsor principals of Innovax Capital.
From July 2006 to May 2011, Mr. Ip served as an assistant manager at KPMG. From May 2011 to June 2013, Mr. Ip worked as an assistant manager and successively as a manager at China Everbright Capital Limited. From July 2013 to February 2015, Mr. Ip served as a corporate finance manager of the corporate finance department for Shenyin Wanguo Enterprises (H.K.) Ltd. (currently known as Shenwan Hongyuan Capital (H.K.) Limited).
Mr. Ip obtained his bachelor's degree in actuarial science from University of Hong Kong in December 2006.
Mr. Ip has entered into an appointment letter with the Company for a term of three years or until the third annual general meeting of the Company upon listing, whichever the earlier, but will be subject to retirement by rotation and eligible for re-election at least once every three years at the annual general meeting of the Company pursuant to the Articles. Under the appointment letter, Mr.
APPENDIX II
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION
Ip will be entitled to emolument of HKD20,000 per month. His remuneration was determined by the Board by reference to his duties and responsibilities with the Company, the Company's performance and current market situation.
Mr. Cui Qi (崔琦), aged 40, was appointed as an independent non-executive Director on 14 May 2024, with effect from the Listing Date.
Mr. Cui has over 14 years of experience in the legal profession. From September 2009 to August 2010, Mr. Cui served as an accounting assistant at KPMG. From December 2010 to December 2011, he worked as a trainee solicitor at Jiangsu Golden Harvest Law Firm (江蘇金禾律師事務所). From September 2011 to December 2012, he was an assistant judge of Xiaguan District of Nanjing People's Court (南京市下關區人民法院). From December 2012 to October 2016, he worked as a deputy chief (副主任科員) at the Nanjing Gulou District MOFCOM. From November 2016 to December 2018, Mr. Cui served as the general legal counsel of Sanpower Group Co., Ltd (三胞集團有限公司), a company principally engaged in new healthcare and new consumption sectors, and then the general legal counsel of Simcere Pharmaceutical Group Limited (先聲藥業集團有限公司), a company principally engaged in innovative research and development of pharmaceuticals, from December 2018 to November 2020. From November 2020 to June 2021, Mr. Cui served as the assistant of the chairman and the general manager of the legal and compliance division of GCL (Group) Holding Co., Ltd. (協鑫(集團)控股有限公司), a company principally engaged in innovation and development with leading green, low-carbon and zero-carbon energy technologies. Since July 2021, Mr. Cui joined the Grandall Law Firm (Nanjing) (國浩律師(南京)事務所) and took up the position as a partner since September 2021. Mr. Cui currently serves as a voluntary expert in litigation service for the Third Circuit Court of the Supreme People's Court of the PRC (中華人民共和國最高人民法院第三巡迴法庭), a committee member of Xuanwu District, Nanjing Committee of Chinese People's Political Consultative Conference (中國人民政治協商會議南京市玄武區委員會) and has been an arbitrator under the Nanjing Arbitration Commission, the Hefei Arbitration Commission, and the Wuxi Arbitration Commission since August 2020, October 2021 and November 2021 respectively.
Mr. Cui obtained his bachelor's degree in economics from Nanjing Forestry University (南京林業大學) in the PRC in June 2006 and his master's degree in law from Nanjing University (南京大學) in the PRC in March 2009.
Mr. Cui was admitted as a PRC practicing lawyer in October 2019. He obtained the qualification certificate of secretary to the board of directors issued by the Shanghai Stock Exchange as for the Science and Technology Innovation Board in June 2020 and for the Main Board in June 2020. In addition, Mr. Cui obtained the qualification certificate of independent director of a listed company issued by the Shanghai Stock Exchange in November 2019, the securities qualification certificate (證券從業資格) awarded by the Securities Association of China (中國證券業協會) in March 2011, the futures qualification certificate (期貨從業資格) awarded by the China Futures Association (中國期貨業協會) in March 2016 and was accredited as a Microsoft Certified System Engineer (MCSE) by Microsoft in December 2002 and a Cisco Certified Network Associate (CCNA) by Cisco in April 2006.
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APPENDIX II
BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION
Mr. Cui has entered into an appointment letter with the Company for a term of three years or until the third annual general meeting of the Company upon listing, whichever the earlier, but will be subject to retirement by rotation and eligible for re-election at least once every three years at the annual general meeting of the Company pursuant to the Articles. Under the appointment letter, Mr. Cui will be entitled to emoluments of HKD20,000 per month. His remuneration was determined by the Board by reference to his duties and responsibilities with the Company, the Company's performance and current market situation.
Ms. Zhao Hong (趙竑), aged 55, was appointed as an independent non-executive Director on 14 May 2024, with effect from the listing of the Company.
Ms. Zhao has over 31 years of experience in corporate senior financial management. From July 1992 to May 1993, she served as a financial accountant of Shanghai AT&T Communication Equipment Limited (上海愛梯恩梯通信設備有限公司), then worked as a finance director at Shanghai Asian Sources Software Co., Ltd. (上海亞資軟件有限公司), a company principally engaged in software development and production and the provision of consulting services, from May 1993 to May 1995. From May 1995 to May 1998, Ms. Zhao worked as the senior finance director of Shanghai Quaker Oats Beverage Co., Ltd. (上海貴格飲料有限公司), a company principally engaged in the production and sales of beverages. From May 1998 to September 2015, she served as a senior financial manager of Chindex Medical Limited (美中互利醫療有限公司), a company principally engaged in the provision of leading-edge healthcare technologies and high quality products and services. In April 2016, Ms. Zhao joined Vestate Group Holdings Limited (國投集團控股有限公司), a company principally engaged in the manufacturing and retail of footwear, serving as an independent non-executive director until November 2020. In addition, she has served as the chief financial officer of Shanghai Yizhile Toys Sales Co., Ltd, a company principally engaged in the retail of toys, since September 2014 where she was mainly responsible for managing financial matters of the company.
Ms. Zhao obtained her bachelor's degree in economics from Shanghai University of Finance and Economics (上海財經大學) in July 1992 and a master's degree in business administration from the China Europe International Business School (中歐國際工商學院) in the PRC in June 2008. She obtained the qualification of accountant specialising in accounting (Corporate) conferred by the Ministry of Finance of the PRC in May 1996. Ms. Zhao was qualified as a certified public accountant in China in April 1998 and is currently a non-practicing member of the Chinese Institute of Certified Public Accountants. In addition, Ms. Zhao was granted the title of senior accountant by the Shanghai Municipal Human Resources and Social Security Bureau in November 2019.
Ms. Zhao has entered into an appointment letter with the Company for a term of three years or until the third annual general meeting of the Company upon listing, whichever the earlier, but will be subject to retirement by rotation and eligible for re-election at least once every three years at the annual general meeting of the Company pursuant to the Articles. Under the appointment letter, Ms. Zhao will be entitled to emolument of HKD20,000 per month. Her remuneration was determined by the Board by reference to her duties and responsibilities with the Company, the Company's performance and current market situation.
- 20 -
NOTICE OF THE AGM
雲工場科技控股有限公司
Cloud Factory Technology Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2512)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT an annual general meeting (“AGM”) of Cloud Factory Technology Holdings Limited (the “Company”) will be held at 2-601, Tian An Intelligence Park, 228 Linghu Avenue, Xinwu District, Wuxi, Jiangsu, PRC on Monday, 16 June 2025 at 1 p.m. for the following purposes:
-
To receive, consider and adopt the audited consolidated financial statements and the reports of the directors of the Company (the “Director(s)”) and the auditor of the Company for the year ended 31 December 2024.
-
(a) To re-elect the following retiring Directors:
(i) Mr. Sun Tao as an executive Director;
(ii) Mr. Jiang Yanqiu as an executive Director;
(iii) Mr. Ji Lijun as an executive Director;
(iv) Mr. Zhu Wentao as an executive Director;
(v) Mr. Ip Mun Lam as an independent non-executive Directors;
(vi) Mr. Cui Qi as an independent non-executive Directors; and
(vii) Ms. Zhao Hong as an independent non-executive Directors.
(b) To authorise the board of Directors (the “Board”) to fix the remuneration of the Directors.
-
To re-appoint Ernst & Young as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix its remuneration for the year ended 31 December 2024.
-
21 -
NOTICE OF THE AGM
4. "THAT:
(a) subject to paragraph (c) below, pursuant to the Rules (the “Listing Rules”) Governing the Listing of Securities on The Stock Exchange of the Hong Kong Limited (the “Stock Exchange”), a general mandate be and is hereby generally and unconditionally given to the Directors during the Relevant Period (as defined below) to exercise all the powers of the Company to allot, issue and/or otherwise deal with new shares of the Company (including any sale or transfer of treasury shares (which shall have the meaning ascribed to it under the Listing Rules) out of treasury) or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company);
(b) the mandate in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as defined below) to make or grant offers, agreements and/or options which may require the exercise of such powers after the end of the Relevant Period (as defined below);
(c) the aggregate number of shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as defined below) pursuant to paragraph (a) above, otherwise than pursuant to:
(i) any Rights Issue (as defined below);
(ii) the grant or exercise of any option under any share option scheme of the Company (if applicable) or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for shares or rights to acquire shares of the Company;
(iii) the vesting of restricted award shares and restricted share units granted or to be granted pursuant to any share scheme of the Company;
(iv) any scrip dividend scheme or similar arrangement providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company; or
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NOTICE OF THE AGM
(v) an authority granted by the shareholders of the Company in general meeting,
shall not exceed 20% of the total number of issued shares of the Company (excluding any treasury shares) as at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the shares of the Company into a smaller or larger number of shares of the Company respectively after the passing of this resolution) and the said mandate shall be limited accordingly; and
(d) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law of the Cayman Islands to be held; or
(iii) the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders in general meeting.
“Rights Issue” means an offer of shares open for a period fixed by the Directors to the holders of shares or any class of shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).
- “THAT:
(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase the shares on the Stock Exchange or any other stock exchange on which shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Listing Rules or those of any other recognised stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the aggregate number of shares to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the total number of shares in issue (excluding any treasury shares) as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
NOTICE OF THE AGM
(c) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law of the Cayman Islands to be held; or
(iii) the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders in general meeting.”
- “THAT conditional upon resolutions numbered 4 and 5 above being passed, the unconditional general mandate granted to the Directors to allot, issue and/or deal with new shares of the Company (including any sale or transfer of treasury shares out of treasury) and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution numbered 4 above be and is hereby extended by the addition thereto of an amount representing the aggregate number of shares repurchased by the Company under the authority granted pursuant to resolution numbered 5 above, provided that such amount shall not exceed 10% of the total number of shares in issue (excluding any treasury shares) as at the date of passing the resolution.”
By order of the Board
Cloud Factory Technology Holdings Limited
Mr. Sun Tao
Chairman, Chief Executive Officer and
Executive Director
Hong Kong, 23 April 2025
Registered Office:
89 Nexus Way, Camana Bay
Grand Cayman, KY1-9009
Cayman Islands
Headquarter and Principal Place of Business
in the PRC:
2-601, Tian An Intelligence Park
228 Linghu Avenue
Xinwu District
Wuxi, Jiangsu
PRC
Principal Place of Business in Hong Kong:
Room 2712, Office Tower
Convention Plaza
1 Harbour Road
Wan Chai, Hong Kong
NOTICE OF THE AGM
Notes:
-
In respect of the ordinary resolutions numbered 2(a) above, Mr. Sun Tao, Mr. Jiang Yanqiu, Mr. Ji Lijun, Mr. Zhu Wentao, Mr. Ip Mun Lam, Mr. Cui Qi and Ms. Zhao Hong shall retire and being eligible, offered themselves for re-election as Directors at the above meeting. Details of the above retiring Directors are set out in Appendix II to the circular dated 23 April 2025.
-
In respect of the ordinary resolution numbered 4 above, the Directors wish to state that they have no immediate plans to issue any new shares referred therein. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Listing Rules.
-
In respect of ordinary resolution numbered 5 above, the Directors wish to state that they will exercise the powers conferred by the general mandate to repurchase Shares in circumstances which they deem appropriate and for the benefits of shareholders of the Company. The explanatory statement containing the information necessary to enable the shareholders of the Company to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix I to the circular dated 23 April 2025.
-
In respect of ordinary resolution numbered 6 above, it will be proposed to the shareholders of the Company for approval provided that ordinary resolutions numbered 4 and 5 are passed by the shareholders of the Company.
-
Any shareholder of the Company entitled to attend and vote at the meeting (or at any adjournment thereof) is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy needs not be a shareholder of the Company.
-
Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment of it), either personally or by proxy, in respect of such shares as if he/she was solely entitled thereto but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.
-
In order to be valid, the form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, as soon as practicable and in any event not later than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof (as the case may be). Form of proxy sent electronically or by any other data transmission process will not be accepted.
-
Completion and return of a proxy form shall not preclude a member from attending and voting at the annual general meeting or any adjournment thereof (as the case may be) should the member so wish, and in such event, the proxy form shall be deemed to be revoked.
-
The registers of members of the Company will be closed from Wednesday, 11 June 2025 to Monday, 16 June 2025 (both days inclusive). In order to qualify for attending and voting at the meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 10 June 2025.
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Pursuant to Rule 13.39(4) of the Listing Rules, voting for all the resolutions set out in this notice will be taken by poll at the annual general meeting.
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25 -