TI Cloud Inc. — Major Shareholding Notification 2025

Apr 16, 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.

TI Cloud Inc.

天润云股份有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2167)

VOLUNTARY ANNOUNCEMENT TERMINATION OF THE DEED OF VOTING PROXY

This announcement is made by TI Cloud Inc. (the "Company") on a voluntary basis. Unless otherwise stated, capitalized terms used herein shall have the same meanings as those defined in the prospectus of the Company dated June 21, 2022 (the "Prospectus").

BACKGROUND

As disclosed in the Prospectus, each of Connect The Unconnected Limited, Flyflux Holding Limited (wholly-owned by Mr. An) and Technolo-Jin CO., LTD (the "Principal Shareholder(s)") entered into a deed of voting proxy with Mr. Wu, respectively (the "Deed(s) of Voting Proxy"). Pursuant to the Deeds of Voting Proxy, each of the Principal Shareholders granted Mr. Wu, as its true and lawful attorney, a voting proxy over all the Shares held by it (including any Shares to be acquired during the term of each Deed of Voting Proxy), as a result of which Mr. Wu and the Principal Shareholders are in substance parties acting in concert. The Deeds of Voting Proxy became effective from the Listing Date for a term of five years and would be terminated automatically at the time the respective Principal Shareholder ceases to hold any Shares.

Prior to the Proxy Termination (as defined below) and up to April 16, 2025, Mr. Wu, Mr. Pan, Mr. Li, Mr. An, Hanyun Inc., Xinyun Inc. and EastUp Holding Limited, and the Principal Shareholders are a group of Controlling Shareholders, which are interested in 86,745,000 Shares and 339,800 treasury Shares, representing an aggregate of approximately $50.05\%$ of the issued share capital of the Company. For details, please refer to the sections headed "History, Reorganization and Corporate Structure" and "Relationship with the Controlling Shareholders" in the Prospectus.

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TERMINATION OF THE DEED OF VOTING PROXY

On April 16, 2025, Flyflux Holding Limited and Mr. Wu entered into a deed of termination to terminate the Deed of Voting Proxy between the parties with effect from the even date (the "Proxy Termination"). Upon the Proxy Termination, Mr. Wu ceased to hold voting proxy over the relevant Shares held by Flyflux Holding Limited, and Mr. An and Flyflux Holding Limited ceased to be members of the group of Controlling Shareholders.

Mr. Wu, Mr. Pan, Mr. Li, Hanyun Inc., Xinyun Inc., EastUp Holding Limited, Connect The Unconnected Limited and Technolo-Jin CO., LTD will remain as a group of Controlling Shareholders and continue to be parties acting in concert, which are interested in 82,110,000 Shares and 339,800 treasury Shares, representing in aggregate approximately 47.38% of the issued share capital of the Company.

Further, as of the date of this announcement, members of the group of Controlling Shareholders have no intention to dispose any of the Shares held by them.

Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares. When in doubt, Shareholders and potential investors of the Company are advised to seek advice from professional or financial advisers.

By order of the Board
TI Cloud Inc.
Mr. Wu Qiang
Chairman of the Board

Hong Kong, April 16, 2025

As of the date of this announcement, the Board comprises Mr. WU Qiang, Mr. PAN Wei and Mr. LI Jin as executive Directors, and Ms. WENG Yang, Mr. LI Pengtao and Mr. LI Zhiyong as independent non-executive Directors.