Edianyun Ltd. — Share Issue/Capital Change 2024

Sep 5, 2024

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Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities

For the month ended:

31 August 2024

Status: New Submission

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer: Edianyun Limited Date Submitted: 05 September 2024

I. Movements in Authorised / Registered Share Capital

1. Class of shares	Ordinary shares	Ordinary shares	Type of shares	Not applicable	Not applicable	Not applicable	Listed on the Exchange (Note 1)	Listed on the Exchange (Note 1)	Listed on the Exchange (Note 1)	Yes
Stock code (if listed)	02416		Description
		Number of authorised/registered shares			Par value			Authorised/registered share capital
Balance at close of preceding month		1,400,000,000			USD	0.00005		USD	70,000
Increase / decrease (-)		0						USD	0
Balance at close of the month		1,400,000,000			USD	0.00005		USD	70,000

Total authorised/registered share capital at the end of the month: USD

70,000

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II. Movements in Issued Shares and/or Treasury Shares

1. Class of shares	Ordinary shares	Ordinary shares	Type of shares	Not applicable	Not applicable	Listed on the Exchange (Note 1)	Listed on the Exchange (Note 1)	Yes
Stock code (if listed)	02416		Description
		Number of issued shares (excluding treasury shares)			Number of treasury shares		Total number of issued shares
Balance at close of preceding month		577,984,300			1,736,500		579,720,800
Increase / decrease (-)		2,116,236			0
Balance at close of the month		580,100,536			1,736,500		581,837,036

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III. Details of Movements in Issued Shares and/or Treasury Shares

(A). Share Options (under Share Option Schemes of the Issuer)

1. Class of shares	1. Class of shares	1. Class of shares	Ordinary shares	Ordinary shares	Ordinary shares	Type of shares	Type of shares	Not applicable	Not applicable	Not applicable	Listed on the Exchange (Note 1)	Listed on the Exchange (Note 1)	Listed on the Exchange (Note 1)	Listed on the Exchange (Note 1)	Yes	Yes
Stock code (if listed)			02416			Description
Particulars of share option scheme		Number of share options outstanding at close of preceding month			Movement during the month				Number of share options outstanding at close of the month			Number of new shares issued during the month pursuant thereto (A1)	Number of treasury shares transferred out of treasury during the month pursuant thereto (A2)	Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month		The total number of shares which may be issued or transferred out of treasury upon exercise of all share options to be granted under the scheme at close of the month
1).	Pre-IPO Option Plan adopted, confirmed and ratified on 25 February 2022. Granted during 01/11/2016 to 01/03/2023 Exercise Price (USD per exercisable share): 0.00005 to 0.99742			20,673,571	Exercised - new shares involved		-30,650			19,754,141		30,650		19,754,141		0
					Cancelled		-888,780
General Meeting approval date (if applicable)
2).	2023 Share Scheme adopted on 26 January 2024			35,593,100	Lapsed		-102,900			35,490,200				35,490,200		20,145,866
General Meeting approval date (if applicable)				26 January 2024
				Increase in issued shares (excluding treasury shares): Decrease in treasury shares: Total funds raised during the month from exercise of options:						30,650 Ordinary shares (AA1) Ordinary shares (AA2) HKD 12.26

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(B). Warrants to Issue Shares of the Issuer

Not applicable

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(C). Convertibles (i.e. Convertible into Shares of the Issuer)

Not applicable

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(D). Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes)

1. Class of shares	1. Class of shares	Ordinary shares	Type of shares	Not applicable	Not applicable	Not applicable	Listed on the Exchange (Note 1)	Listed on the Exchange (Note 1)	Listed on the Exchange (Note 1)	Yes
Stock code (if listed)		02416	Description
Description of other agreements or arrangements				General Meeting approval date (if applicable)	Number of new shares issued during the month pursuant thereto (D1)			Number of treasury shares transferred out of treasury during the month pursuant thereto (D2)	Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month
1).	Grant of share awards under the 2023 Share Scheme			26 January 2024		2,085,586			0
Increase in issued shares (excluding treasury shares): Decrease in treasury shares:						2,085,586 Ordinary shares (DD1) Ordinary shares (DD2)

Remarks:

2,085,586 ordinary shares were issued on 2 August 2024 pursuant to the 2023 Share Scheme adopted on 26 January 2024.

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(E). Other Movements in Issued Shares and/or Treasury Shares

1. Class of shares	1. Class of shares	Ordinary shares		Type of shares	Type of shares	Not applicable	Not applicable	Not applicable	Listed on the Exchange (Note 1)	Listed on the Exchange (Note 1)	Listed on the Exchange (Note 1)	Listed on the Exchange (Note 1)	Yes
Stock code (if listed)		02416		Description
Events			At price (if applicable)				Date of event (Note 2)	General Meeting approval date (if applicable)		Increase/ decrease (-) in issued shares (excluding treasury shares) during the month pursuant thereto (E1)	Increase/ decrease (-) in treasury shares during the month pursuant thereto (E2)	Number of shares redeemed or repurchased for cancellation but not yet cancelled as at close of the month (Note 3)
			Currency		Amount
1).	Repurchase of shares (shares repurchased for cancellation but not yet cancelled)							30 June 2023				-1,182,000
Increase/ decrease (-) in issued shares (excluding treasury shares): Increase/ decrease (-) in treasury shares: Remarks:										Ordinary shares (EE1) Ordinary shares (EE2)
Repurchase date (yet to be cancelled) : (dd/mm/yyyy) (31/01/2024: 250,000) (01/02/2024: 174,000) (02/02/2024: 220,000) (05/02/2024: 21,000) (06/02/2024: 153,000) (07/02/2024: 31,500) (08/02/2024: 4,000) (09/02/2024: 21,500) (14/02/2024: 11,000) (15/02/2024: 33,500) (16/02/2024: 78,000) (19/02/2024: 81,000) (20/02/2024: 103,500)

Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1):	2,116,236	Ordinary shares
Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2):		Ordinary shares

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IV. Information about Hong Kong Depositary Receipt (HDR)

Not applicable

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V. Confirmations

Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued, or the treasury shares sold or transferred by the issuer during the month as set out in Parts III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as applicable:

(Note 4)

• (i) all money due to the listed issuer in respect of the issue of securities, or sale or transfer of treasury shares has been received by it;

• (ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled;

• (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;

• (iv) all the securities of each class are in all respects identical (Note 5);

• (v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with all other legal requirements;

• (vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue, sale or transfer;

• (vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and

• (viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.

Submitted by: Dr. Ji Pengcheng Title: Executive Director

(Director, Secretary or other Duly Authorised Officer)

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Notes

2. The Exchange refers to The Stock Exchange of Hong Kong Limited.

3. In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), "date of event" should be construed as "cancellation date".

In the case of repurchase of shares (shares held as treasury shares), "date of event" should be construed as "date on which shares were repurchased and held by the issuer in treasury".

1. The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet cancelled). Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative number.

2. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, or the treasury shares sold or transferred, no further confirmation is required to be made in this return.

4. “Identical” means in this context:

5. ． the securities are of the same nominal value with the same amount called up or paid up;

6. ． they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and

7. ． they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

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