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Flowing Cloud Technology Ltd Major Shareholding Notification 2025

Jan 21, 2025

51007_rns_2025-01-21_81696f5a-d66e-4fe0-9bbf-081de43a8e52.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.

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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

TRANSFER OF SHARES

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).

Reference is made to the announcement of the Company dated 18 December 2024 (the "Announcement") in relation to the termination of a concert party agreement between Mr. Wang Lei ("Mr. Wang") and Mr. Li Yanhao ("Mr. Li"). Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

TRANSFER OF SHARES

The Company was informed by Mr. Wang and Mr. Li that, on 21 January 2025 (after trading hours), Brainstorming Cafe completed the transfer of 98,234,401 Shares (representing approximately $5.43\%$ of the total issued share capital of the Company as at the date of this announcement) to Li BVI by repurchasing at the same time 1,279 shares held by Li BVI in Brainstorming Cafe (the "Transfer").

Upon completion of the Transfer, Mr. Li shall control all his shareholding interest in the Company (being $5.45\%$ of the total issued share capital of the Company as at the date of this announcement) directly and shall cease to be a controlling shareholder of the Company. Mr. Wang, Wang BVI, Cyber Warrior and Brainstorming Cafe will remain as the controlling shareholders of the Company.


DIRECT INTEREST AND DEEMED INTEREST OF MR. WANG AND MR. LI IMMEDIATELY BEFORE AND AFTER THE TRANSFER

Name of Shareholders Immediately before completion of the Transfer Immediately after completion of the Transfer
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% 669,821,900(5) 37.01%
Mr. Li 1,800,000(3) 0.10% 1,800,000(3) 0.10%
98,234,401(5) 5.43%
300,000(4) 0.02% 300,000(4) 0.02%

(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.

(2) Immediately before completion of the Transfer, Mr. Wang was interested in 768,056,301 Shares through Brainstorming Cafe, which was owned as to 26.16% by Wang BVI, 61.05% by Cyber Warrior and 12.79% by 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 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.

(4) Mr. Li directly holds 300,000 Shares.

(5) Immediately after completion of the Transfer, (i) Mr. Li is interested in 98,234,401 Shares through Li BVI; and (ii) Mr. Wang is interested in 669,821,900 Shares through Brainstorming Cafe, which is owned as to approximately 30.00% by Wang BVI and approximately 70.00% by Cyber Warrior.

(6) As at the date of this announcement, the total issued share capital of the Company is 1,810,000,000 Shares.

The Board considers that the matter above does not have any material adverse impact on the operation of the Group.

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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, 21 January 2025

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.