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Qiniu 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, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Qiniu Limited, you should at once hand this circular, together with the enclosed form of proxy, 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.
Qiniu Limited
七牛智能科技有限公司
(Incorporated in the British Virgin Islands and re-domiciled and continued in the Cayman Islands with limited liability)
(Stock code: 2567)
PROPOSED GRANTING OF GENERAL MANDATES
TO REPURCHASE SHARES AND TO ISSUE NEW SHARES
AND
PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS
AND
PROPOSED RE-APPOINTMENT OF AUDITOR
AND
NOTICE OF THE 2025 ANNUAL GENERAL MEETING
A notice convening an annual general meeting of Qiniu Limited 七牛智能科技有限公司 to be held at Floors 1-4, Building Q, No. 66 Boxia Road, Pudong New District Shanghai, PRC on Wednesday, May 28, 2025 at 2:00 p.m. is set out on pages 16 to 19 of this circular. A form of proxy for use at the 2025 annual general meeting 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.qiniu.ltd).
Whether or not you are able to attend the 2025 annual general meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time scheduled for the holding of the 2025 annual general meeting or any adjournment thereof (i.e. not later than 2:00 p.m. (Hong Kong time) on Monday, May 26, 2025). Completion and return of the form of proxy will not preclude the shareholders from attending and voting in person at the 2025 annual general meeting or any adjourned meeting thereof if they so wish. For the avoidance of doubt, holders of treasury shares of the Company (if any) shall abstain from voting at the Company's general meeting in connection to such treasury shares.
April 29, 2025
CONTENTS
Page
Definitions 1
Letter from the Board 3
- Introduction 4
- Proposed Granting of the Repurchase and Issue Mandates 4
- Proposed Re-election of the Retiring Directors 5
- Proposed Re-appointment of Auditor 5
- 2025 AGM and Proxy Arrangement 6
- Recommendation 6
- General Information 6
Appendix I – Explanatory Statement on the Repurchase Mandate 7
Appendix II – Details of the Retiring Directors Proposed to be Re-elected at the 2025 AGM 10
Notice of the 2025 AGM 16
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
“2025 AGM” an annual general meeting of the Company to be held at Floors 1-4, Building Q, No. 66 Boxia Road, Pudong New District Shanghai, PRC on May 28, 2025 at 2:00 p.m. to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 16 to 19 of this circular, or any adjournment thereof;
“Articles of Association” the articles of association of the Company currently in force;
“Audit Committee” the audit committee of the Board;
“Board” the board of directors of the Company;
“CCASS” the Central Clearing and Settlement System established and operated by The Hong Kong Securities Clearing Company Limited;
“China” or “the PRC” the People’s Republic of China, except where the context requires otherwise and only for the purpose of this document, excluding Hong Kong, the Macau Special Administrative Region of the People’s Republic of China, and Taiwan Region;
“Company”, “our Company” or “the Company” Qiniu Limited (七牛智能科技有限公司), a company incorporated in the British Virgin Islands on May 23, 2011 and re-domiciled and continued in the Cayman Islands with limited liability on June 14, 2023;
“Director(s)” the director(s) of the Company;
“Group” the Company, its subsidiaries and its consolidated affiliated entities from time to time;
“HK$” or “Hong Kong Dollars” Hong Kong dollars and cents respectively, the lawful currency of Hong Kong;
“Hong Kong” the Hong Kong Special Administrative Region of the PRC;
“Issue Mandate” as defined in paragraph 2(b) of the letter from the Board as set out on page 3 of this circular;
“Latest Practicable Date” April 23, 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular;
“Listing” the listing of the Shares on the Main Board;
“Listing Date” October 16, 2024;
– 1 –
DEFINITIONS
"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange, as amended or supplemented from time to time;
"Main Board" the stock exchange (excluding the option market) operated by the Stock Exchange which is independent from and operated in parallel with GEM of the Stock Exchange;
"Nomination Committee" the nomination committee of the Board;
"Remuneration Committee" the remuneration committee of the Board;
"Repurchase Mandate" as defined in paragraph 2(a) of the letter from the Board as set out on page 3 of this circular;
"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time;
"Share(s)" ordinary share(s) in the share capital of the Company with a par value of US$0.0001 each;
"Shareholder(s)" holder(s) of Share(s);
"Stock Exchange" The Stock Exchange of Hong Kong Limited;
"Takeovers Code" the Codes on Takeovers and Mergers and Share Buy-backs, as published by the SFC (as amended, supplemented or otherwise modified from time to time);
"treasury shares" has the meaning ascribed thereto under the Listing Rules; and
"%" per cent.
The English translations of the PRC entities, enterprises and organisation in this circular are marked with * and are for identification purposes only.
- 2 -
LETTER FROM THE BOARD
七牛云
Qiniu Limited
七牛智能科技有限公司
(Incorporated in the British Virgin Islands and re-domiciled and continued in the Cayman Islands with limited liability)
(Stock code: 2567)
Executive Directors:
Mr. Xu Shiwei (Chairman)
Ms. Chen Yiling
Non-executive Director:
Mr. Lyu Guihua
Independent non-executive Directors:
Mr. Wei Shaojun
Mr. Zhou Zheng
Dr. Shi Qing
Registered Office:
PO Box 309
Ugland House
Grand Cayman
KY1-1104
Cayman Islands
Headquarters and Principal Place of Business in the PRC:
Floors 1-4, Building Q
No. 66 Boxia Road
Pudong New District
Shanghai,
PRC
Principal Place of Business in Hong Kong:
Room 1928, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
April 29, 2025
To the Shareholders
Dear Sir/Madam,
PROPOSED GRANTING OF GENERAL MANDATES
TO REPURCHASE SHARES AND TO ISSUE NEW SHARES
AND
PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS
AND
PROPOSED RE-APPOINTMENT OF AUDITOR
AND
NOTICE OF THE 2025 ANNUAL GENERAL MEETING
- 3 -
LETTER FROM THE BOARD
1. INTRODUCTION
The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the 2025 AGM for (i) the granting of the Repurchase Mandate and the Issue Mandate to the Directors; (ii) the re-election of the retiring Directors; and (iii) the re-appointment of auditor.
2. PROPOSED GRANTING OF THE REPURCHASE AND ISSUE MANDATES
On September 25, 2024, the then Shareholders passed, among other matters, the granting of general mandates to the Directors to exercise the powers of the Company to repurchase Shares (not exceeding 199,664,447 Shares) and to issue new Shares (not exceeding 399,328,894 Shares). Such mandates have not been used as of the Latest Practicable Date and will lapse upon the conclusion of the 2025 AGM.
In order to give the Company the flexibility to repurchase and/or issue Shares on-market if and when appropriate and in accordance with Rule 10.06(1)(b) and Rule 13.36 of the Listing Rules, ordinary resolutions will be proposed at the 2025 AGM to approve the granting of new general mandates to the Directors:
(a) to purchase Shares, on the Stock Exchange or on any other stock exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, not exceeding 10% of the total number of issued Shares (excluding treasury shares of the Company, if any) as at the date of passing of such resolution (i.e. 199,664,447 Shares on the basis that the existing issued share capital of the Company of 1,996,644,474 Shares remains unchanged as at the date of the 2025 AGM) (the "Repurchase Mandate");
(b) to allot, issue or deal with additional Shares (including any sale or transfer of treasury shares held under the name of the Company, if any) not exceeding 20% of the total number of issued Shares (excluding treasury shares of the Company, if any) as at the date of passing of such resolution (i.e. 399,328,894 Shares on the basis that the existing issued share capital of the Company of 1,996,644,474 Shares remains unchanged as at the date of the 2025 AGM) (the "Issue Mandate"); and
(c) to extend the Issue Mandate by an amount representing the number of Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.
The Repurchase Mandate and the Issue Mandate will continue in force until the conclusion of the next annual general meeting of the Company to be held after the 2025 AGM or any earlier date as referred to in the proposed ordinary resolutions contained in items nos. 7 and 8 of the notice of the 2025 AGM as set out on pages 16 to 19 of this circular.
In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate. The explanatory statement as required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix I to this circular.
LETTER FROM THE BOARD
3. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS
In accordance with Article 26.3 of the Articles of Association, the Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors. Any Director so appointed shall hold office only until the first annual general meeting of the Company after such Director’s appointment and shall then be eligible for re-election at that meeting. Accordingly, Mr. Wei Shaojun, Mr. Zhou Zheng and Dr. Shi Qing, who were appointed by the Board as the independent non-executive Directors with effect from October 16, 2024, will retire from office at the 2025 AGM by rotation.
In accordance with Article 26.4 of the Articles of Association, at every annual general meeting of the Company one-third of the Directors for the time being (or, if their number is not three or multiple of three, then the number nearest to, but not less than, one-third) shall retire from office by rotation. Accordingly, Mr. Lyu Guihua will retire from office at the 2025 AGM by rotation.
All the above Directors, being eligible, have offered themselves for re-election at the 2025 AGM.
The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution as well as independence (as to Mr. Wei Shaojun, Mr. Zhou Zheng and Dr. Shi Qing) of the retiring Directors with reference to the nomination principles and criteria set out in the Company’s Board diversity policy and director nomination policy, and the independence of all independent non-executive Directors. Each of Mr. Wei Shaojun, Mr. Zhou Zheng and Dr. Shi Qing, being the independent non-executive Director proposed to be re-elected, has confirmed each of his independence with reference to the factors as set out in Rule 3.13 of the Listing Rules.
The Nomination Committee and the Board believed that the extensive business experience of Mr. Lyu Guihua, Mr. Wei Shaojun, Mr. Zhou Zheng and Dr. Shi Qing will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity, and are satisfied with the contribution of Mr. Lyu Guihua, Mr. Wei Shaojun, Mr. Zhou Zheng and Dr. Shi Qing to the Company. The Nomination Committee and the Board therefore recommended the re-election of Mr. Lyu Guihua, Mr. Wei Shaojun, Mr. Zhou Zheng and Dr. Shi Qing, who are due to retire at the 2025 AGM.
Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders’ approval at that relevant general meeting. The requisite details of the above retiring Directors are set out in Appendix II to this circular.
4. PROPOSED RE-APPOINTMENT OF AUDITOR
Pursuant to Article 41.1 of the Articles of Association, Ernst & Young will retire as the auditor of the Company at the 2025 AGM and, being eligible, offer themselves for re-appointment.
The Board proposes to re-appoint Ernst & Young as the auditor of the Company and to hold office until the conclusion of the next annual general meeting of the Company. A resolution will also be proposed to authorize the Board to fix the auditor’s remuneration.
LETTER FROM THE BOARD
5. 2025 AGM AND PROXY ARRANGEMENT
The notice of the 2025 AGM is set out on pages 16 to 19 of this circular. At the 2025 AGM, resolutions will be proposed to approve the resolutions mentioned in the notice of the 2025 AGM.
Pursuant to Rule 13.39(4) of 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 2025 AGM. An announcement on the poll vote results will be published by the Company after the 2025 AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.
A form of proxy for use at the 2025 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.qiniu.ltd). Whether or not you are able to attend the 2025 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 or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority, to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible but in any event not less than 48 hours before the time scheduled for holding the 2025 AGM or any adjournment thereof (i.e. not later than 2:00 p.m. (Hong Kong time) on Monday, May 26, 2025). Completion and delivery of the form of proxy will not preclude you from attending and voting at the 2025 AGM if you so wish and in such event, your proxy form shall be deemed to be revoked.
For the avoidance of doubt, holders of treasury shares of the Company (if any) shall abstain from voting at the Company's general meeting in connection to such treasury shares.
6. RECOMMENDATION
The Directors consider that the granting of all the resolutions to be proposed at the 2025 AGM are in the interests of the Company, the Group and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the 2025 AGM.
7. GENERAL INFORMATION
Your attention is drawn to the additional information set out in the appendices to this circular: Appendix I - Explanatory Statement on the Repurchase Mandate and Appendix II - Details of the Retiring Directors Proposed to be Re-elected at the 2025 AGM.
In the event of any inconsistency, the English language text of this circular version shall prevail over the Chinese language text.
Yours faithfully,
By Order of the Board
Qiniu Limited
Mr. Xu Shiwei
Chairman and Executive Director
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
The following is an explanatory statement required by the Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the 2025 AGM in relation to the granting of the Repurchase Mandate.
1. REASONS FOR REPURCHASES OF SHARES
The Directors believe that the granting of the Repurchase Mandate is in the interests of the Company and the Shareholders.
Repurchases of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. The Directors are seeking the granting of the Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.
2. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 1,996,644,474 Shares and the Company did not hold any treasury shares.
Subject to the passing of the ordinary resolution set out in item no. 8 of the notice of the 2025 AGM in respect of the granting of the Repurchase Mandate and on the basis that the issued ordinary share capital of the Company remains unchanged as at the date of the 2025 AGM, i.e. being 1,996,644,474 Shares, the Directors would be authorized under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a maximum of 199,664,447 Shares, representing 10% of the total number of Shares in issue (excluding treasury shares of the Company, if any) as at the date of the 2025 AGM.
3. FUNDING OF REPURCHASES
Repurchases of Shares will be funded from the Company's internal resources, which shall be funds legally available for such purposes in accordance with the Company's Memorandum and Articles of Association, the Listing Rules, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.
4. IMPACT OF REPURCHASES
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended December 31, 2024) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time befitting the Company.
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
5. TAKEOVERS CODE
If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (as defined in the Takeovers Code), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, according to the disclosure of interest published on the website of the Stock Exchange, Mr. Xu Shiwei, a Director, was entitled to exercise the voting rights attached to 1,072,568,979 Shares in aggregate, representing approximately 53.72% of shareholding interest in the Company. On the basis that (i) the total issued share capital of the Company (being 1,996,644,474 Shares) remains unchanged as at the date of the 2025 AGM, and (ii) the shareholding interests of Mr. Xu Shiwei (being 1,072,568,979 issued Shares) in the Company remain unchanged immediately after the full exercise of the Repurchase Mandate, in the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the relevant ordinary resolution to be proposed at the 2025 AGM (presuming that apart from the decrease of the issued share capital arising from the said full exercise of the Repurchase Mandate, there is no other change in the Company’s issued share capital), the shareholding interests of Mr. Xu Shiwei in the issued Shares would be increased to approximately 59.69% of the total issued share capital of the Company.
On the basis of the current shareholding of Mr. Xu Shiwei in the Company, an exercise of the Repurchase Mandate in full will not give rise to an obligation for Mr. Xu Shiwei to make a mandatory offer under Rule 26 of the Takeovers Code.
Save as disclosed above, the Directors are not aware of any Shareholder or group of Shareholders acting in concert, who may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code as a consequence of any purchases pursuant to the Repurchase Mandate.
In addition, the Listing Rules prohibit a company from making repurchase of its shares on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the company’s issued share capital would be in public hands. The Directors do not propose to repurchase Shares, which would result in less than the prescribed minimum percentage of Shares in public hands as required by the Stock Exchange.
6. GENERAL
None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.
The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.
APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
The Directors do not propose to exercise the Share Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public shareholders falling below the prescribed minimum percentage required by the Stock Exchange.
The Directors will exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.
Neither this explanatory statement nor the Repurchase Mandate has any unusual features.
7. MARKET PRICES OF SHARES
The highest and lowest prices per Share at which the Shares have traded on the Stock Exchange during each of the following months were as follows:
| Month | Highest HK$ | Lowest HK$ |
|---|---|---|
| 2024 | ||
| October (since and including the Listing Date on October 16, 2024) | 1.68 | 1.02 |
| November | 1.20 | 0.89 |
| December | 1.04 | 0.85 |
| 2025 | ||
| January | 0.88 | 0.62 |
| February | 1.14 | 0.80 |
| March | 1.10 | 0.87 |
| April (up to the Latest Practicable Date) | 1.01 | 0.77 |
8. REPURCHASES OF SHARES MADE BY THE COMPANY
No repurchase of Shares has been made by the Company during the period from the Listing Date to and including the Latest Practicable Date (whether on the Stock Exchange or otherwise).
9. INTENTION STATEMENT REGARDING REPURCHASED SHARES
Subject to the applicable requirements under the Listing Rules, the Company may cancel the repurchased Shares following settlement of any such repurchase or hold them as treasury shares, subject to, for example, market conditions and its capital management needs at the relevant time of the repurchases.
For any treasury shares of the Company deposited with CCASS on the Stock Exchange, the Company will have appropriate measures to ensure that it would not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the relevant laws with respect to treasury shares. These measures include, for example, an approval by the Board that (i) the Company should procure its broker not to give any instructions to the 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 should withdraw the treasury shares from CCASS, and either re-register them in the Company's name as treasury shares or cancel them, in each case before the record date for the dividends or distributions.
Holders of treasury shares of the Company (if any) shall abstain from voting on matters that require shareholders' approval at the Company's general meetings.
APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2025 AGM
Pursuant to the Listing Rules, the details of the Directors, who will retire and offer themselves for re-election at the 2025 AGM, are provided below.
(1) MR. LYU GUIHUA, NON-EXECUTIVE DIRECTOR
Position and experience
Mr. Lyu Guihua (呂桂華) (“Mr. Lyu”), aged 44, was appointed as a Director on May 23, 2011 and was subsequently re-designated as a non-executive Director on June 26, 2023. Mr. Lyu is also a director of certain of our subsidiaries and Consolidated Affiliated Entities, such as Qiniu HK and Qiniu Information. Mr. Lyu is responsible for participating in the formulation of the overall strategy of our Group.
Mr. Lyu has over 21 years of experience in the information technology industry. Prior to joining our Group, from August 2009 to June 2011, he served as a department manager in Shanda Games Limited (盛大遊戲有限公司) (currently known as Shengqu Information Technology (Shanghai) Co., Ltd. (盛趣信息技術(上海)有限公司)), an online game company. From March 2004 to August 2009, Mr. Lyu served as a software development manager in Augmentum Software. From July 2001 to March 2004, Mr. Lyu served as a software architect at Kingsoft Corporation Limited (金山軟件有限公司) (a company listed on the Stock Exchange, stock code: 3888).
Mr. Lyu received his degree of Bachelor of Engineering in Mechanical Engineering and Automation from Zhejiang University (浙江大學) in June 2001.
Mr. Lyu is another lead author of the book titled “The Go Programming Language (Go語言編程)” and one of the translators of the book titled “Programming in Go: Creating applications for the 21st century” written by Mark Summerfield. Mr. Lyu is also the inventor/co-inventor of several critical patents of our Group.
Save as disclosed above, Mr. Lyu has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.
Length of service
Pursuant to the letter of appointment issued by the Company to Mr. Lyu, his current term of office is 1 year commencing from the effective date of the appointment or from Listing Date until the date of first annual general meeting after Listing, whichever is sooner, unless terminated by either party giving to the other not less than 3 month’s prior notice in writing. Mr. Lyu is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association.
Relationships
As far as the Directors are aware, Mr. Lyu does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.
APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2025 AGM
Interests in Shares
As far as the Directors are aware, as at the Latest Practicable Date, Mr. Lyu was deemed to be interested in 108,052,380 Shares held by Dustland Ltd., which is a company wholly owned by Mr. Lyu. Save as disclosed above, Mr. Lyu was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.
Director’s emoluments
Pursuant to the letter of appointment, Mr. Lyu is not entitled to any director’s fees. The emoluments of Mr. Lyu are subject to revision in the future by the decision of the Board based on the recommendation of the remuneration committee of the Company.
Other information and matters that need to be disclosed or brought to the attention of the Shareholders
As far as the Directors are aware, there is no information of Mr. Lyu to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Lyu that need to be brought to the attention of the Shareholders.
(2) MR. WEI SHAOJUN, INDEPENDENT NON-EXECUTIVE DIRECTOR
Position and experience
Mr. Wei Shaojun (魏少俊) (“Mr. Wei”), aged 44, has been appointed as an independent non-executive Director effective from the Listing Date and he is responsible for supervising and providing independent judgement to our Board.
Mr. Wei has over 18 years of experience in the information technology industry. He has been serving as a senior technical director of Pintu (Beijing) Information Technology Co. Ltd (拼途(北京)信息技術有限公司), an online travel platform providing taxi-hailing and carpooling services, and is responsible for the optimization of intelligent algorithms since June 2021. From October 2018 to June 2021, Mr. Wei served as the vice president of the information management department of Shanghai LinkSure Network Technology Co. (上海連尚網絡科技有限公司), a company providing internet access, and was responsible for information management and promotion business of videos. Prior to that, Mr. Wei was a technical director of Tianjin Qisi Technology Co., Ltd (天津奇思科技有限公司), a software company which is currently known as 360 Technology Group Co., Ltd. (三六零科技集團有限公司), and was responsible for web crawlers, natural language processing, promotion and other related operations from September 2012 to October 2018. From July 2006 to September 2012, he was a technical manager at Baidu, Inc. (百度集團股份有限公司) (a company listed on the Stock Exchange, stock code: 9888 and NASDAQ, stock code: BIDU) and was responsible for web crawlers and search engine.
Mr. Wei received his degree of Bachelor of Science in Physics in Optoelectronics from Nanjing University (南京大學) in July 2000 and his degree of Master of Engineering in Computer Science and Technology from Tsinghua University (清華大學) in July 2006.
APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2025 AGM
Save as disclosed above, Mr. Wei has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.
Length of service
Pursuant to the letter of appointment issued by the Company to Mr. Wei, his current term of office is 1 year commencing from the effective date of the appointment or from Listing Date until the date of first annual general meeting after Listing, whichever is sooner, unless terminated by either party giving to the other not less than 3 month’s prior notice in writing. Mr. Wei is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association.
Relationships
As far as the Directors are aware, Mr. Wei does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As far as the Directors are aware, as at the Latest Practicable Date, Mr. Wei was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.
Director’s emoluments
Pursuant to the letter of appointment issued by the Company to Mr. Wei, Mr. Wei will receive director’s fees of HKD150,000 per annum. The emoluments of Mr. Wei are subject to revision in the future by the decision of the Board based on the recommendation of the remuneration committee of the Company.
Other information and matters that need to be disclosed or brought to the attention of the Shareholders
As far as the Directors are aware, there is no information of Mr. Wei to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Wei that need to be brought to the attention of the Shareholders.
APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2025 AGM
(3) MR. ZHOU ZHENG, INDEPENDENT NON-EXECUTIVE DIRECTOR
Position and experience
Mr. Zhou Zheng (周正) (“Mr. Zhou”), aged 39, has been appointed as an independent non-executive Director effective from the Listing Date and he is responsible for supervising and providing independent judgement to our Board.
Mr. Zhou has over 11 years in the corporate finance and capital markets industry. He has been serving as the chief strategy officer of Zhongsheng Group Holdings Limited (中升集團控股有限公司) (an automobile company listed on the Stock Exchange, stock code: 881) since February 2023 and is primarily responsible for financial and strategic planning and capital markets related matters. From November 2017 to April 2021, he served as the chief financial officer of VCREDIT Holdings Limited (維信金科) (an online consumer finance service provider listed on the Stock Exchange, stock code: 2003). Prior to that, he worked at Credit Suisse (Hong Kong) Limited (瑞士信貸(香港)有限公司), a subsidiary of Credit Suisse AG (瑞士信貸銀行股份有限公司), an investment bank, as a vice president from May 2016 to November 2017 and worked at Blackstone Advisory Partners L.P., a subsidiary of The Blackstone Group (黑石集團), from March 2011 to May 2015.
Mr. Zhou obtained his degree of Bachelor of Business Administration in Finance from The Hong Kong University of Science and Technology (香港科技大學) in November 2008 and a degree in Master of Business Administration from the Sloan School of Management of Massachusetts Institute of Technology (麻省理工學院) in June 2021.
Save as disclosed above, Mr. Zhou has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.
Length of service
Pursuant to the letter of appointment issued by the Company to Mr. Zhou, his current term of office is 1 year commencing from the effective date of the appointment or from Listing Date until the date of first annual general meeting after Listing, whichever is sooner, unless terminated by either party giving to the other not less than 3 month’s prior notice in writing. Mr. Zhou is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association.
Relationships
As far as the Directors are aware, Mr. Zhou does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.
APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2025 AGM
Interests in Shares
As far as the Directors are aware, as at the Latest Practicable Date, Mr. Zhou was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.
Director’s emoluments
Pursuant to the letter of appointment issued by the Company to Mr. Zhou, Mr. Zhou will receive director’s fees of HKD200,000 per annum. The emoluments of Mr. Zhou are subject to revision in the future by the decision of the Board based on the recommendation of the remuneration committee of the Company.
Other information and matters that need to be disclosed or brought to the attention of the Shareholders
As far as the Directors are aware, there is no information of Mr. Zhou to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Zhou that need to be brought to the attention of the Shareholders.
(4) DR. SHI QING, INDEPENDENT NON-EXECUTIVE DIRECTOR
Position and experience
Dr. Shi Qing (史清) (“Dr. Shi”), aged 47, has been appointed as an independent non-executive Director effective from the Listing Date and he is responsible for supervising and providing independent judgment to our Board.
Dr. Shi has over 18 years of experience in the research and development industry. He has been serving as the Chairman and Chief Technology Officer of Motorcomm Electronic Technology Co., Ltd. (裕太微電子股份有限公司) (a company with principal business of development, design and sales of communication chips listed on the Shanghai Stock Exchange, stock code: 688515), since June 2017. Between July 2007 and May 2017, Dr. Shi served as the research and development director of Qualcomm Enterprise Management (Shanghai) Co. Ltd. (高通企業管理(上海)有限公司), a telecommunication company. Prior to that, Dr. Shi served as a research and development scientist of Alcatel Shanghai Bell Co., Ltd (上海貝爾阿爾卡特股份有限公司) (currently known as Nokia Shanghai Bell Co., Ltd. (上海諾基亞貝爾股份有限公司)), a telecommunication company, from December 2006 to June 2007. From July 2005 to November 2006, Dr. Shi served as a research and development manager of Shanghai Galileo Ltd. (上海伽利略導航有限公司) (currently known as Shanghai Galileo Industries Ltd. (上海北伽導航科技有限公司)), a company with principal business of research and industrialization of satellite navigation.
Dr. Shi obtained his doctorate degree in Microelectronics and Solid State Electronics from Shanghai Institute of Microsystem and Information Technology (中國科學院上海微系統與信息技術研究所) in March 2006, and his degree of Bachelor of Science in Physics Microelectronics from Nanjing University (南京大學) in July 2000.
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APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2025 AGM
Dr. Shi was a director of the following dissolved company and confirmed that it was solvent immediately prior to its dissolution and had no outstanding claims or liabilities. The relevant details are as follows:
| Company name | Place of establishment | Status | Date of deregistration | Reason for deregistration |
|---|---|---|---|---|
| Shanghai Yingfeien Electronic Technology Co., Ltd.* | ||||
| (上海英飛恩電子科技有限公司) | PRC | Dissolved by deregistration | January 3, 2021 | No business operations |
Save as disclosed above, Dr. Shi has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.
Length of service
Pursuant to the letter of appointment issued by the Company to Dr. Shi, his current term of office is 1 year commencing from the effective date of the appointment or from Listing Date until the date of first annual general meeting after Listing, whichever is sooner, unless terminated by either party giving to the other not less than 3 month's prior notice in writing. Dr. Shi is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association.
Relationships
As far as the Directors are aware, Dr. Shi does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As far as the Directors are aware, as at the Latest Practicable Date, Dr. Shi was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.
Director's emoluments
Pursuant to the letter of appointment issued by the Company to Dr. Shi, Dr. Shi will receive director's fees of HKD150,000 per annum. The emoluments of Dr. Shi are subject to revision in the future by the decision of the Board based on the recommendation of the remuneration committee of the Company.
Other information and matters that need to be disclosed or brought to the attention of the Shareholders
As far as the Directors are aware, there is no information of Dr. Shi to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Dr. Shi that need to be brought to the attention of the Shareholders.
NOTICE OF THE 2025 AGM
七牛云
Qiniu Limited
七牛智能科技有限公司
(Incorporated in the British Virgin Islands and re-domiciled and continued in the Cayman Islands with limited liability)
(Stock code: 2567)
NOTICE IS HEREBY GIVEN that an annual general meeting (the "Meeting") of Qiniu Limited (the "Company") will be held at Floors 1-4, Building Q, No. 66 Boxia Road, Pudong New District Shanghai, PRC on Wednesday, May 28, 2025 at 2:00 p.m. for the following purposes:
ORDINARY RESOLUTIONS
- To consider, receive and adopt the audited consolidated financial statements of the Company and the reports of the directors and auditor for the year ended December 31, 2024;
- To re-elect Mr. Lyu Guihua as a non-executive director of the Company;
- To re-elect Mr. Wei Shaojun as an independent non-executive director of the Company;
- To re-elect Mr. Zhou Zheng as an independent non-executive director of the Company;
- To re-elect Dr. Shi Qing as an independent non-executive director of the Company;
- To authorize the board of directors of the Company to fix the respective directors' remuneration;
- To re-appoint Ernst & Young as auditor of the Company and to authorize the board of directors of the Company to fix auditor's remuneration;
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
"THAT:
(a) subject to paragraph (b) below, the exercise by the directors during the Relevant Period (as defined below) of all the powers of the Company to purchase its shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to and in accordance with the applicable laws, rules and regulations, be and is hereby generally and unconditionally approved;
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NOTICE OF THE 2025 AGM
(b) the total number of shares of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued shares (excluding treasury shares, if any) of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be repurchased under the mandate in paragraph (a) above as a percentage of the total number of issued shares (excluding treasury shares, if any) of the Company at the date immediately before and after such consolidation or subdivision shall be the same; and
(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 revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meetings; and
(iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held.”;
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT:
(a) subject to paragraph (c) below, the exercise by the directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorized and unissued shares (including any sale or transfer of treasury shares held under the name of the Company, if any) in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorize the directors to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) during the Relevant Period which would or might require the exercise of such powers during or after the end of the Relevant Period;
NOTICE OF THE 2025 AGM
(c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:
(i) a Rights Issue (as defined below);
(ii) the exercise of the outstanding conversion rights attaching to any convertible securities issued by the Company, which are convertible into shares of the Company;
(iii) the exercise of options under share option scheme(s) of the Company; and
(iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares in the Company 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,
shall not exceed 20% of the total number of issued shares (excluding treasury shares, if any) of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued shares (excluding treasury shares, if any) of the Company at the date immediately before and after such consolidation or subdivision shall be the same; and
(d) for the purposes 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 revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company's shareholders in general meetings;
(iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held; and
"Rights Issue" means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (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 any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange)."; and
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NOTICE OF THE 2025 AGM
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT conditional upon the passing of resolutions set out in items nos. 8 and 9 of the notice convening the Meeting (the “Notice”), the general mandate referred to in the resolution set out in item no. 9 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of an amount representing the aggregate number of shares purchased by the Company pursuant to the general mandate referred to in the resolution set out in item no. 8 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares (excluding treasury shares, if any) of the Company as at the date of passing of this resolution.”
Yours faithfully,
By order of the Board
Qiniu Limited
Mr. Xu Shiwei
Chairman and Executive Director
Hong Kong April 29, 2025
Notes:
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Any member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote instead of him/her/it. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
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In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof (i.e. not later than 2:00 p.m. (Hong Kong time) on Monday, May 26 2025). Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the Meeting and, in such event, the form of proxy shall be deemed to be revoked.
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To ascertain shareholders’ eligibility to attend and vote at the Meeting, the register of members of the Company will be closed from Friday, May 23, 2025 to Wednesday, May 28, 2025 (both days inclusive), during which period no share transfer will be effected. In order to qualify for attending and voting at the Meeting, unregistered holders of shares of the Company should ensure that all completed transfer forms accompanied by the relevant share certificates are lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. (Hong Kong time), on Thursday, May 22, 2025.
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BAD WEATHER ARRANGEMENTS:
The Meeting will be held on Wednesday, May 28, 2025 as scheduled regardless of whether or not any rainstorm warning signal or tropical cyclone signal is in force in Hong Kong at any time on that day. Shareholders may visit the website of the Company at www.qiniu.ltd for details of the alternative meeting arrangements. Shareholders should make their own decision as to whether they would attend the Meeting under bad weather conditions having regard to their own situation and if they should choose to do so, they are advised to exercise care and caution.
- References to time and dates in this notice are to Hong Kong time and dates.