Hong Kong ZCloud Technology Construction Limited — Proxy Solicitation & Information Statement 2025

Jul 24, 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

HONG KONG ZCLOUD TECHNOLOGY CONSTRUCTION LIMITED

香港智雲科技建設有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9900)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Hong Kong ZCloud Technology Construction Limited (the “Company”) will be held at 3:00 p.m. on Friday, 15 August 2025 at 35/F, Dah Sing Financial Centre, 248 Queen’s Road East, Wanchai, Hong Kong for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

1. “THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting the listing of, and permission to deal in, (the “Listing Permission”) the Subdivided Shares (as defined below) and any new Subdivided Share which may be issued upon the exercise of the share options to be granted from time to time under the share option scheme adopted by the Company on 23 January 2018 (the “Share Option Scheme”), each of the existing issued and unissued ordinary shares of HK$0.01 each in the share capital of the Company be and is hereby subdivided into eight (8) ordinary shares of par value HK$0.00125 each of the Company (the “Subdivided Shares”), with effect from the second business day immediately following the later of the passing of this resolution and the granting of the Listing Permission (the “Share Subdivision”), and that any director of the Company (the “Director”) be and is hereby authorised for and on behalf of the Company to execute all such documents, instruments and agreements and to do all such acts or things deemed by the Director in his/her absolute discretion to be incidental to, ancillary to or in connection with the matters contemplated in and/or for implementation of the Share Subdivision

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including but not limited to, cancelling any existing share certificates and issuing new share certificates in respect of the Subdivided Shares to holders of the existing shares of the Company pursuant to the Share Subdivision.”

Yours faithfully,

Hong Kong ZCloud Technology Construction Limited

Wong Howard

Chairman and Chief Executive Officer

Hong Kong, 25 July 2025

Registered Office:
Windward 3, Regatta Office Park
P.O. Box 1350
Grand Cayman
KY1-1108
Cayman Islands

Headquarters and Principal Place of Business in Hong Kong:
Room 1909, 19th Floor
Harbour Centre
25 Harbour Road
Wanchai
Hong Kong

Notes:

1. A form of proxy for use at the EGM is enclosed.
2. The register of members of the Company will be closed from Tuesday, 12 August 2025 to Friday, 15 August 2025, both days inclusive, during which period no transfer of share(s) of the Company (the "Share(s)") can be registered. In order to qualify for attending and voting at the EGM, all transfer documents of the Shares accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Monday, 11 August 2025.
3. A member of the Company (the "Member(s)") entitled to attend and vote at the EGM convened by the above notice or its adjourned meeting (as the case may be) is entitled to appoint one or more proxies to attend and, subject to the provisions of the memorandum and articles of association of the Company to vote on his/her/its behalf. A proxy need not be a Member but must be present in person at the EGM to represent the Member. 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.
4. In order to be valid, a form of proxy, together with any power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as practicable and in any event not later than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude a Member from attending and voting in person at the EGM or any adjourned meeting (as the case may be) should he/she/ it so wish. If a Member attend and vote at the EGM, the instrument appointing the proxy shall be deemed to be revoked.

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1. Where there are joint registered holders of any Share(s), any one of such persons may vote at the EGM, either personally or by proxy, in respect of such Share(s) as if he/she/it were solely entitled thereto; but if more than one of such joint holders be present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share(s) shall alone be entitled to vote in respect thereof.

2. According to Rule 13.39(4) of the Rules Governing the Listing of Securities on the Main Board of The Stock Exchange of Hong Kong Limited, the voting on the proposed resolution set out in the above notice will be taken by poll.

3. References to time and dates in this notice are to Hong Kong time and dates.

4. If typhoon signal no. 8 or above is hoisted, or a “black” rainstorm warning signal or “extreme conditions after super typhoons” as announced by the Government of Hong Kong is/are in force in Hong Kong at or at any time after 12:00 noon on the date of the EGM, the EGM will be postponed. The Company will publish an announcement on respective websites of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the Company at www.hkzcloud.com to notify Members of the date, time and venue of the rescheduled meeting.

5. The Chinese version of this notice is for reference only. If there is any inconsistency between the English and the Chinese versions, the English version shall prevail.

As at the date of this notice, the Board of Directors of the Company comprises two Executive Directors, namely Mr. Wong Howard (Chairman and Chief Executive Officer) and Mr. Lau Ka Ho; and three Independent Non-executive Directors, namely Mr. Yiu Chun Kong, Ms. Wu Liyan and Mr. Wang Daming.

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