Hong Kong Exchanges and Clearing Limited announced disciplinary action against Cloud Factory Technology Holdings Limited (CLOUD FACTORY) and four current or former executive directors for materially incomplete disclosures during the company’s June 2024 IPO.

The Exchange formally censured CLOUD FACTORY, Chairman and CEO Sun Tao, executive directors Jiang Yanqiu and Ji Lijun, and former executive director Zhu Wentao. Additional directions require:

1. Appointment of an external compliance adviser for two years. 2. Eighteen hours of regulatory and Listing Rule training for each censured director, with the training serving as a pre-condition for any future directorship on the Exchange in the case of Mr Zhu.

Key disclosure lapses involved unreported funding and capital-expenditure commitments made shortly before listing:

• Bank loans: Between 10 and 17 May 2024, the group drew RMB78.00 million, raising outstanding loans to RMB247.00 million—46 % above the RMB169.00 million disclosed as at 30 April 2024. In addition, a further RMB118.00 million facility, planned in May 2024 and drawn in August 2024, lifted the year-end loan balance to RMB263.00 million, 71 % higher than the RMB154.00 million forecast in pre-listing documents.

• Prepayments: On 5 and 10 May 2024, CLOUD FACTORY committed RMB169.00 million in equipment prepayments, exceeding the RMB47.00 million capital-expenditure forecast for 2024 by 360 %.

The omissions breached Listing Rules 2.13, 9.11A, 11.07, 3A.05 and 3.08 by rendering the prospectus and profit‐forecast memorandum materially inaccurate and by hindering the sponsor’s due-diligence process. Although the additional loans and prepayments did not impair working-capital sufficiency, the Exchange emphasised that directors are obliged to disclose all material information, irrespective of perceived impact.

CLOUD FACTORY and the four directors accepted the findings and sanctions without contest. The Exchange confirmed the penalties apply solely to the named parties.