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TI Cloud Inc. Proxy Solicitation & Information Statement 2026

Apr 27, 2026

50416_rns_2026-04-27_913f76ea-78c8-4ffd-9f1b-70008f79c166.pdf

Proxy Solicitation & Information Statement

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天润雲

TI Cloud Inc.

天润云股份有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2167)

Number of shares to which this form of proxy relates(Note 3)

FORM OF PROXY FOR USE AT THE 2026 ANNUAL GENERAL MEETING TO BE HELD ON THURSDAY, MAY 28, 2026 (THE “MEETING”)

I/We $^{(Note 2)}$ ,

of

being the registered holder(s) of shares in the issued share capital of TI Cloud Inc. (the "Company") HEREBY APPOINT $^{(Note 3)}$ ,

or failing him, the Chairman of the Meeting as my/our proxy to attend and vote for me/us and on my/our behalf as directed below at the Meeting of the Company to be held at the meeting room at 29/F, No. 1 Building, 2nd Compound, Ronghua South Road, Beijing Economic and Technological Development Zone, Beijing, PRC on Thursday, May 28, 2026 at 10:00 a.m. and at any adjournment thereof.

Please tick $(\checkmark)$ the appropriate boxes to indicate how you wish your vote(s) to be cast(Note 4).

ORDINARY RESOLUTIONS* FOR AGAINST
1. To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors of the Company (the “Directors”) and independent auditor of the Company (the “Auditor”) for the year ended December 31, 2025.
2. To declare a final dividend for the year ended December 31, 2025.
3. (a) To re-elect the following retiring Directors:
(i) Mr. Wu Qiang as an executive Director; and
(ii) Mr. Li Zhiyong as an independent non-executive Director;
(b) To authorise the board of Directors (the “Board”) to fix the remuneration of the Directors.
4. To re-appoint Ernst & Young as Auditor and authorise the Board to fix their remuneration for the year ending December 31, 2026.
5. (A) To give an issue mandate to the Directors to allot, issue and deal with additional shares in the Company not exceeding 20% of the total number of issued shares of the Company (excluding treasury shares, if any).
(B) To give a repurchase mandate to the Directors to repurchase shares in the Company not exceeding 10% of the total number of issued shares of the Company (excluding treasury shares, if any).
(C) To extend the general mandate granted to the Directors to allot, issue and deal with shares by the number of shares repurchased by the Company.

Dated this __ day of __, 2026

Signed(Note 5)

Notes:

  1. Please insert the number of shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.
  2. Full name(s) and address to be inserted in BLOCK CAPITALS. The names of all joint holders should be stated.
  3. Please insert the name and address of the proxy desired in the space provided. A shareholder of the Company who is the holder of two or more shares of the Company may appoint more than one proxy to attend and vote on his behalf. A proxy need not be a shareholder of the Company but must attend the Meeting in person to represent you.
  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK $(\checkmark)$ THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK $(\checkmark)$ THE BOX MARKED "AGAINST". If no direction is given, your proxy will vote or abstain at his discretion.
  5. This form of proxy must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorised. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
  6. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.
  7. In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time appointed for the Meeting (i.e. not later than 10:00 a.m. on Tuesday, May 26, 2026 (Hong Kong time)) or any adjournment thereof.
  8. Completion and delivery of this form of proxy will not preclude you from attending and voting in person at the Meeting or at any adjournment thereof if you so wish, and, in such event, this form of proxy will be deemed to be revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

(i) "Personal Data" in these statements has the same meaning as "personal data" in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong ("PDPO").
(ii) The supply of your Personal Data to the Company and/or the Company's branch share registrar is on a voluntary basis and such data will be used for processing your instructions as stated in this Form of Proxy.
(iii) Your Personal Data will not be transferred to any third parties (other than the Company's branch share registrar) unless it is a requirement to do so by law, for example, in response to a court order or a law enforcement agency's request and will be retained for such period as may be necessary for our verification and record purposes.
(iv) You and your appointed proxy have the right to request access to and/or to correct the respective Personal Data in accordance with the provisions of the PDPO. Any such request should be in writing addressed to the Personal Data Privacy Officer of Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.

  • The full text of the resolutions is set out in the notice of Annual General Meeting.