Many Idea Cloud Holdings Limited: Key Investor Update on Annual Results Delay, Strategic Cooperation, and Trading Suspension

Summary of Announcement

• Delay in Publication of 2025 Annual Results: The Company faces a delay in publishing its audited financial results for the year ended 31 December 2025.
• Possible Delay in Despatch of 2025 Annual Report: As a consequence, the Company may not meet the regulatory deadline for sending out its 2025 Annual Report.
• Suspension of Trading: Trading in the Company’s shares on the Hong Kong Stock Exchange could be affected due to these reporting delays.
• Internal Review and Investigation: An internal and external investigation is ongoing due to anonymous allegations concerning fund misappropriation and audit practices.
• Potential Strategic Cooperation with Vanuatu Digital Investment Initiative Limited: The Company is in discussions for a material fintech partnership that could significantly impact its future operations.

Details of Delay in Annual Results and Internal Review

In mid-March 2026, BDO Limited, the Company’s auditor, received an anonymous email containing allegations against an executive Director regarding the use and possible misappropriation of funds raised in corporate fundraising activities. The allegations suggested deviations from the intended purposes of the fundraising, including rights issues. The audit signing partner was also mentioned, implying close cooperation with the executive Director during the audit process.

Actions Taken: The Audit Committee initiated an internal review at BDO’s request and found no irregularities. However, to ensure transparency and address the nature of the allegations, the Company engaged HLB Hodgson Impey Chen for an independent agreed-upon procedures engagement (AUP). The scope includes:

• Interviews with management and key personnel to understand transaction backgrounds.
• Review of Group’s cash outflows.
• Assessment and recommendations regarding internal control procedures on payment cycles.

The final report from HLB is expected by 27 April 2026, and publication of the 2025 Annual Results is expected by 30 April 2026, pending satisfactory completion of the report and any additional audit procedures.

Implications for Shareholders

Key Price-Sensitive Issues:

• The delay in publication of audited results and the annual report may constitute a regulatory breach, potentially leading to trading suspension and affecting share liquidity.
• Ongoing investigations into fund misappropriation — although no irregularities have been found so far — create uncertainty around the Company’s financial governance.
• The Company has chosen not to publish unaudited management accounts at this stage, to avoid confusion among shareholders and investors.

The Audit Committee notes that the investigation is progressing on schedule and expects no material issues to hinder the publication of results. Subject to recommendations from the independent review, the Board may further enhance internal controls and risk management systems to prevent similar delays in the future.

Strategic Cooperation in Digital Fintech Industry

The Company is in discussions with Vanuatu Digital Investment Initiative Limited (VDIIL), a shareholder holding approximately 6.56% of the Company, and wholly owned by the Ministry of Finance of the Republic of Vanuatu. The Republic of Vanuatu plans to build the “Pacific Digital Financial Services System” and seeks to leverage Many Idea Cloud’s technology and AI-driven digital marketing expertise for international promotion and expansion.

Potential Impact:

• The strategic cooperation may involve mutual recognition mechanisms and possible asset or equity acquisitions of fintech companies with the necessary licenses to operate in Vanuatu.
• If concluded, this partnership could significantly enhance the Company’s profile in overseas digital finance and fintech sectors, providing growth opportunities.
• No binding agreements have been signed yet. The Board emphasizes that the cooperation may or may not proceed.

Possible Delay in Annual Report Despatch and Regulatory Compliance

The Company is required to send its Annual Report to shareholders by 30 April 2026. Due to the delay in audited results, the despatch of the annual report may also be delayed, constituting a non-compliance with Listing Rules. The Company will announce the expected despatch date when appropriate.

Board Statement and Caution to Investors

The Board considers the actions taken regarding the investigation and review to be appropriate and adequate. Shareholders and potential investors are advised to exercise caution when dealing in the Company’s shares. Further updates will be provided as the investigation and strategic negotiations progress.

Directors and Management

The Board consists of several executive, non-executive and independent non-executive Directors, including Chairman Liu Jianhui and representatives from Vanuatu Digital Investment Initiative Limited.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. The information herein is based on official announcements as of 23 April 2026, and may be subject to change. Investors should consult professional advisors and exercise caution when making investment decisions.

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