Flowing Cloud Technology Ltd — Share Issue/Capital Change 2025

May 19, 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong 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.

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)

COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

Reference is made to the announcement (the "Announcement") of Flowing Cloud Technology Ltd (the "Company") dated April 30, 2025 in relation to the proposed placing of new shares under general mandate. Capitalized terms used herein shall have the same meanings as those defined in the Announcement unless otherwise specified.

COMPLETION OF THE PLACING

The Board is pleased to announce that the condition precedent to the Placing had been fulfilled and the Completion took place on May 19, 2025. An aggregate of 361,000,000 Placing Shares have been placed to not less than six Placees at the Placing Price of HK$0.201 per Placing Share in accordance with the terms and conditions set out in the Placing Agreement. To the best of the Director's knowledge, information and belief having made all reasonable enquiries, (i) the Placees and their respective ultimate beneficial owners are Independent Third Parties; and (ii) none of the Placees has or will become a substantial Shareholder immediately after the Placing.

The gross proceeds from the Placing amounted to approximately HK$72.56 million, and the net proceeds from the Placing (after deducting the placing commission payable to the Placing Agent and other expenses incurred in the Placing) amounted to approximately HK$71.62 million. As disclosed in the Announcement, the Company intends to apply (i) approximately 60% of the net proceeds, or approximately HK$42.97 million, for enhancing the R&D capabilities and improving services and products; (ii) approximately 30% of the net proceeds, or approximately HK$21.49 million, for enhancing sales and marketing function; and (iii) approximately 10%, or approximately HK$7.16 million, of the net proceeds for general working capital purposes. Please refer to the Announcement for more details.

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EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

Below is the shareholding structure of the Company (i) immediately before Completion; and (ii) immediately after Completion:

	Immediately before Completion		Immediately after Completion
	Number of Shares	Approximate % of Shareholding	Number of Shares	Approximate % of Shareholding
Director
Mr. Wang Lei (“Mr. Wang”) (Note 1)	669,821,900	37.09%	669,821,900	30.91%
Public
The Placee(s)	—	—	361,000,000	16.66%
Other public Shareholders	1,136,324,100	62.91%	1,136,324,100	52.43%
Total (Note 2)	1,806,146,000	100%	2,167,146,000	100%

Notes:

1. Mr. Wang is the executive Director, chairman of the Board and the chief executive officer. As of the date of this announcement, Mr. Wang is interested in 669,821,900 Shares through Brainstorming Cafe Limited (“Brainstorming Cafe”). Brainstorming Cafe is owned as to approximately 30.00% by Wanglei Co., Ltd. (“Wang BVI”) and approximately 70.00% by Cyber Warrior Holdings Limited (“Cyber Warrior”). Wang BVI is wholly owned by Mr. Wang. 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.

2. The total number of issued Shares excludes Shares to be canceled and treasury Shares.

By order of the Board

Flowing Cloud Technology Ltd

Wang Lei

Chairman

Hong Kong, May 19, 2025

As of 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. Chen Yuelin as independent non-executive Directors.