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Flowing Cloud Technology Ltd Major Shareholding Notification 2024
51007_rns_2024-12-18_f7de6eee-d43e-47e4-9e81-4962ee460620.pdf
Major Shareholding Notification
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
艺术云动
FLOWING CLOUD
Flowing Cloud Technology Ltd
飛天雲動科技有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6610)
INSIDE INFORMATION
TERMINATION OF CONCERT PARTY AGREEMENT
This announcement is made by Flowing Cloud Technology Ltd. (the "Company", together with its subsidiaries, the "Group") pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
BACKGROUND
On 13 December 2021, Mr. Wang Lei ("Mr. Wang") and Mr. Li Yanhao ("Mr. Li") entered into a concert party agreement (the "Concert Party Agreement"), pursuant to which Mr. Wang and Mr. Li confirmed, among other things, that since they became shareholders and/or beneficial owners of Beijing Ophyer Technology Shares Co., Ltd.* (北京掌中飛天科技股份有限公司) ("Ophyer Technology") or any member of the Group, they have been cooperating and are parties acting in concert with respect to the matters of Ophyer Technology, and shall continue to do so until the termination of such concert party agreement, and that they have been and shall continue to give unanimous consent, approval or rejection on any material issues and decision in relation to the business of the Company and the relevant members of the Group.
TERMINATION OF CONCERT PARTY AGREEMENT
As Mr. Li would like to devote more time to his other commitments, he has resigned as an executive director of the Company with effect from 3 November 2024. Accordingly, on 18 December 2024, Mr. Wang and Mr. Li entered into a termination agreement (the “Termination Agreement”) to terminate the Concert Party Agreement, with effect from 18 December 2024, which is also in line with the Company’s long-term development strategies and optimization of decision-making process.
Upon the execution of the Termination Agreement, Mr. Wang and Mr. Li are no longer obliged to, among other things, act in concert by aligning their votes at the board meetings or shareholders’ meetings of any member of the Group (where applicable), nor be deemed to be interested in each other’s interest in the Shares.
DIRECT INTEREST AND DEEMED INTEREST OF MR. WANG AND MR. LI IMMEDIATELY BEFORE AND AFTER THE EXECUTION OF THE TERMINATION AGREEMENT
| Name of Shareholders | Immediately before the execution of the Termination Agreement | Immediately after the execution of the Termination Agreement | ||
|---|---|---|---|---|
| Number of Shares | Approximate % of Shareholding | Number of Shares | Approximate % of Shareholding | |
| Mr. Wang | 1,800,000^{(1)} | 0.10% | 1,800,000^{(1)} | 0.10% |
| 768,056,301^{(2)} | 42.43% | 768,056,301^{(2)} | 42.43% | |
| 300,000^{(3)} | 0.02% | — | — | |
| Mr. Li | 1,800,000^{(4)} | 0.10% | 1,800,000^{(4)} | 0.10% |
| 768,056,301^{(5)} | 42.43% | — | — | |
| 300,000 | 0.02% | 300,000 | 0.02% |
Notes:
(1) Mr. Wang is interested in 1,800,000 underlying Shares which comprise 1,800,000 share options granted to him pursuant to the post-IPO share option scheme of the Company (the “Post-IPO Share Option Scheme”).
(2) Mr. Wang is interested in 768,056,301 Shares through Brainstorming Cafe Limited (“Brainstorming Cafe”). Brainstorming Cafe is owned as to 26.16% by Wanglei Co., Ltd. (“Wang BVI”), 61.05% by Cyber Warrior Holdings Limited (“Cyber Warrior”) and 12.79% by LYH Ltd. (“Li BVI”). Wang BVI is wholly owned by Mr. Wang. Li BVI is wholly owned by Mr. Li. Cyber Warrior is wholly owned by Vistra Trust (Singapore) Pte. Limited, the trustee of a discretionary trust established for estate planning purposes by Mr. Wang as the settlor and protector and Wang BVI as the beneficiary.
(3) Mr. Li directly holds 300,000 Shares. By virtue of the Concert Party Agreement, Mr. Wang was deemed to be interested in the 300,000 Shares held by Mr. Li.
(4) Mr. Li is interested in 1,800,000 underlying Shares which comprise 1,800,000 share options granted to him pursuant to the Post-IPO Share Option Scheme.
(5) Mr. Wang is interested in 768,056,301 Shares through his controlled interest in Brainstorming Cafe. By virtue of the Concert Party Agreement, Mr. Li was deemed to be interested in the 768,056,301 Shares held by Brainstorming Cafe.
(6) As at the date of this announcement, the total issued share capital of the Company is 1,810,000,000 Shares.
The board (the "Board") of directors (the "Director(s)") of the Company considers that the matter above does not have any material adverse impact on the operation of the Group. The Company may publish further announcement(s) to update the shareholders and potential investors of the Company on any further information regarding the matter above as it considers appropriate.
The shareholders and potential investors of the Company should exercise caution when dealing in the securities of the Company.
For and on behalf of the Board
Flowing Cloud Technology Ltd
Wang Lei
Chairman
Hong Kong, 18 December 2024
As at the date of this announcement, the Board comprises Mr. Wang Lei, Ms. Xu Bing and Mr. Li Yao as executive Directors and Mr. Jiang Yi, Mr. Tan Deqing and Ms. Wang Beili as independent non-executive Directors.
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