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

Jul 24, 2025

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisor.

If you have sold or transferred all your securities in Hong Kong ZCloud Technology Construction Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

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)

PROPOSED SUBDIVISION OF SHARES

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 3 to 8 of this circular.

A notice convening the extraordinary general meeting (the "EGM") of Hong Kong ZCloud Technology Construction Limited (the "Company") to 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 is set out on pages EGM-1 to EGM-3 of this circular.

Whether or not you are able to attend and vote in person at the EGM, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to 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 but 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 you from attending and voting in person at the EGM or any adjourned meeting (as the case may be) if you so wish. If you attend and vote at the EGM, the instrument appointing the proxy will be deemed to be revoked.

This circular together with the form of proxy are also published on the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.hkzcloud.com).

25 July 2025

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CONTENTS

Page

Definitions 1

Letter from the Board 3

Appendix I — Expected Timetable of the Share Subdivision I-1

Notice of EGM EGM-1

• i -

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DEFINITIONS

In this circular, unless the context otherwise specifies, the following expressions have the following meanings:

"Adoption Date"
23 January 2018, being the adoption date of the Share Option Scheme;

"Board"
Board of Directors;

"Business Day(s)"
any day(s) (other than a Saturday, Sunday or public holiday) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours;

"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC;

"Company"
Hong Kong ZCloud Technology Construction Limited (formerly known as Gain Plus Holdings Limited), a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 9900);

"Director(s)"
director(s) of the Company;

"EGM"
an extraordinary general meeting of the Company to be held at 3:00 p.m. on Friday, 15 August 2025 for the purpose of, considering and, if thought fit, approving the Share Subdivision;

"EGM Notice"
notice convening the EGM which is set out on pages EGM-1 to EGM-3 of this circular;

"GEM Listing Date"
13 February 2018, being the date on which dealings in the Shares first commenced on GEM of the Stock Exchange;

"Group"
the Company and its subsidiaries;

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong;

"HKSCC"
Hong Kong Securities Clearing Company Limited;

"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China;

"Latest Practicable Date"
21 July 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular;

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DEFINITIONS

“Listing Rules”	Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time;
“Share(s)”	ordinary share(s) of par value HK$0.01 each in the share capital of the Company;
“Shareholder(s)”	holder(s) of the Share(s);
“Share Option Scheme”	share option scheme of the Company adopted on the Adoption Date;
“Share Subdivision”	proposed subdivision of each issued and unissued Share into eight (8) Subdivided Shares;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited; and
“Subdivided Share(s)”	ordinary share(s) of par value HK$0.00125 each in the share capital of the Company upon the Share Subdivision becoming effective.

References to time and dates in this circular are to Hong Kong time and dates.

In the event of any inconsistency, the English text of this circular, the EGM Notice and the accompanying form of proxy shall prevail over the Chinese text.

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LETTER FROM THE BOARD

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)

Executive Directors:
Mr. Wong Howard (Chairman and Chief Executive Officer)
Mr. Lau Ka Ho

Independent Non-Executive Directors:
Mr. Yiu Chun Kong
Ms. Wu Liyan
Mr. Wang Daming

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
25 July 2025

To the Shareholders

Dear Sir or Madam,

PROPOSED SUBDIVISION OF SHARES

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 11 July 2025 in relation to, inter alia, the Share Subdivision.

The purpose of this circular is to provide the Shareholders with the EGM Notice and the details of Share Subdivision.

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LETTER FROM THE BOARD

PROPOSED SHARE SUBDIVISION

The Board proposes to subdivide each of the existing issued and unissued Shares of HK$0.01 each in the share capital of the Company into eight (8) Subdivided Shares of par value HK$0.00125 each.

Effect of the Share Subdivision

As at the Latest Practicable Date, the authorised share capital of the Company is HK$7,800,000 divided into 780,000,000 Shares of HK$0.01 each, of which 372,000,000 Shares have been issued and are fully paid or credited as fully paid. The Company has no treasury Shares, outstanding warrants, convertibles, option or derivatives and conversion rights or other similar rights which are convertible or exchangeable into Shares as at the Latest Practicable Date.

Upon the Share Subdivision becoming effective, the authorised share capital of the Company will be HK$7,800,000 divided into 6,240,000,000 Subdivided Shares of par value HK$0.00125 each, of which 2,976,000,000 Subdivided Shares will be in issue and fully paid or credited as fully paid, assuming that no further Shares are issued or repurchased after the Latest Practicable Date and prior to the Share Subdivision becoming effective.

The Shares are currently traded in board lot size of 4,000 Shares. Upon the Share Subdivision becoming effective, the board lot size of the Subdivided Shares for trading on the Stock Exchange will remain as 4,000 Subdivided Shares.

All Subdivided Shares will rank pari passu with each other in all respects with, and will have the same rights and privileges as, the Shares in issue prior to the Share Subdivision. The Share Subdivision will not result in any change in the relevant rights of the Shareholders. As the Share Subdivision will not result in any odd lots or fractional shares, no odd lots arrangement for matching the sale and purchase of odd lots will be made.

Share Option Scheme

The Company has in place the Share Option Scheme. The maximum number of shares which may be issued upon the exercise of all options granted under the Share Option Scheme cannot in aggregate exceed 10% of the Shares in issue as at the GEM Listing Date which is 37,200,000 Shares. Since the GEM Listing Date and as of the Latest Practicable Date, no option has been granted, agreed to be granted, exercised, cancelled or lapsed under the Share Option Scheme. Upon the Share Subdivision becoming effective, the maximum number of Subdivided Shares which may be issued upon the exercise of all options granted under the Share Option Scheme will become 297,600,000 Subdivided Shares.

As at the Latest Practicable Date, there were no outstanding share options granted under the Share Option Scheme.

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LETTER FROM THE BOARD

Conditions of the Share Subdivision

The Share Subdivision is conditional upon:

(a) the passing by the Shareholders at the EGM of an ordinary resolution approving the Share Subdivision; and
(b) the Stock Exchange granting the listing of, and permission to deal in, the Subdivided Shares 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.

All the above conditions cannot be waived. As at the Latest Practicable Date, none of the conditions have been fulfilled. The Share Subdivision will become effective on the second Business Day immediately following the date on which conditions of the Share Subdivision above are fulfilled.

Listing Application and Dealings of the Subdivided Shares

An application will be made by the Company to the Stock Exchange for the listing of, and the permission to deal in, (i) the Subdivided Shares; and (ii) 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.

Subject to the granting of the listing of, and permission to deal in, the Subdivided Shares on the Stock Exchange, as well as compliance with the stock admission requirements of the HKSCC, the Subdivided Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Subdivided Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

None of the securities of the Company is listed or dealt in or on which listing or permission to deal is being or is proposed to be sought on any other stock exchanges other than the Stock Exchange and no such listing permission to deal in is being or currently proposed to be sought from any other stock exchanges.

Exchange of Share Certificates

Subject to the Share Subdivision having become effective, the existing share certificates will only be valid for delivery, trading and settlement purposes for the period up to 4:10 p.m. on Monday, 22 September 2025 and thereafter will not be accepted for delivery, trading and settlement purposes. However, the existing share certificates will continue to be good evidence of legal title to the Subdivided Shares on the basis of one (1) Share for eight (8) Subdivided Shares.

Upon the Share Subdivision becoming effective, the Shareholders can submit their existing certificates for the Shares to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, located at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, in exchange for the new share certificates for the Subdivided Shares free of charge between 9:00 a.m. and 4:30

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LETTER FROM THE BOARD

p.m. on any Business Day from Tuesday, 19 August 2025 to Wednesday, 24 September 2025 (both days inclusive). After the expiry of such period, the existing certificates for the Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be specified by the Stock Exchange) for each existing share certificate cancelled or new share certificate issued (whichever number of share certificates involved is higher). It is expected that the new share certificates for the Subdivided Shares will be available for collection within a period of 10 Business Days after the submission of the existing share certificates for the Shares to Tricor Investor Services Limited for exchange.

The new share certificates will be blue in colour so as to be distinguished from the existing share certificates which are yellow in colour.

TRADING ARRANGEMENT

Subject to the Share Subdivision becoming effective, dealings in the Subdivided Shares are expected to commence on Tuesday, 19 August 2025. Parallel trading in the Shares and the Subdivided Shares (in the form of existing share certificates and new share certificates) will be operated from Tuesday, 2 September 2025 to Monday, 22 September 2025 (both days inclusive). Further details of the expected timetable and trading arrangement of the Subdivided Shares are set out on pages I-1 to I-2 of this circular.

REASON FOR THE SHARE SUBDIVISION

The proposed Share Subdivision will reduce the nominal value and trading price of each Share and increase the number of Shares in issue. In this regard, the Share Subdivision is expected to enhance the trading liquidity of the Shares and lower the investment barrier, and in turn attract more investors to trade in the Shares. Based on the closing price of HK$12.12 per Share as at the Latest Practicable Date, (i) the market value per board lot of 4,000 Shares is HK$48,480; and (ii) the value of each board lot of 4,000 Subdivided Shares, with a theoretical adjusted price of approximately HK$1.515 per Subdivided Share assuming the Share Subdivision had already become effective, would be approximately HK$6,060.

As at 21 July 2025, the average daily trading volume in the past six months was approximately 401,246 Shares, representing approximately 0.11% of the total issued Shares. As the Share Subdivision will result in downward adjustment to the trading price of the Shares and increase the number of Shares in issue, the Board believes that the Share Subdivision will enhance the liquidity in trading of Shares and thereby enable the Company to attract more investors and broaden its Shareholder base. Accordingly, the Board considers that the Share Subdivision is in the interest of the Company and its Shareholders as a whole.

In addition, Rule 13.64A of the Listing Rules prohibits an issuer to undertake, among others, a subdivision of shares if its share price adjusted for the subdivision is less than HK$1 based on the lowest daily closing price of the shares during the six-month period before the announcement of the Share Subdivision. Based on the lowest daily closing price of the Shares during the six-month period before the date of the relevant announcement (i.e. 11 July 2025), which is HK$9.48 per Share, the theoretical share price adjusted for the Share Subdivision should be HK$1.185 per Subdivided Share and the Board is thus of the view that the Company has complied with Rule 13.64A of the Listing Rules with regard to the Share Subdivision.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, the Directors confirm that the Company is not in discussion or contemplation of any potential equity fund raising activities. The Company has no present intention to carry out other corporate action which may have an effect of undermining or negating the intended purpose of the Share Subdivision in the coming twelve (12) months. In the event that any future opportunity of equity fundraising for the Group's business development arises, the Company will make further announcement(s) as and when appropriate.

Save for the expenses to be incurred by the Company in relation to the Share Subdivision, the implementation of the Share Subdivision will not, by itself, alter the underlying assets, business operations, management or the financial position of the Company or the proportionate interest of the Shareholders.

CLOSURE OF REGISTER OF MEMBERS

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 Shares 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.

THE EGM AND PROXY ARRANGEMENT

The EGM will be convened and 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 to consider and, if thought fit, approve the Share Subdivision.

The EGM Notice is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use by the Shareholders at the EGM is enclosed herewith and such form of proxy is also published on the respective websites of the Stock Exchange at www.hkexnews.hk and the Company at www.hkzcloud.com. Whether or not you are able to attend the EGM, you are advised to complete and sign the form of proxy in accordance with the instructions printed thereon and return the form of proxy to 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 possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting if you so wish. If you attend and vote at the EGM, the instrument appointing the proxy will be deemed to be revoked.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, as at the Latest Practicable Date, no Shareholder has a material interest in the Share Subdivision, and therefore no Shareholders will be required to abstain from voting on the relevant resolution to approve the Share Subdivision at the EGM.

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LETTER FROM THE BOARD

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, the proposed resolution set out in the EGM Notice shall be voted on by poll. The Company will appoint scrutineer for the vote-taking procedures at the EGM. The results of the poll will be published on the websites of the Stock Exchange and the Company as soon as possible in accordance with Rule 13.39(5) of the Listing Rules.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility for the accuracy of the information contained herein, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

For the reasons set out above, the Directors consider that the proposed resolution set out in the EGM Notice in relation to the Share Subdivision is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.

GENERAL

Your attention is also drawn to the additional information set out in the appendices to this circular.

Yours faithfully,

Hong Kong ZCloud Technology Construction Limited

Wong Howard

Chairman and Chief Executive Officer

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APPENDIX I EXPECTED TIMETABLE OF THE SHARE SUBDIVISION

The expected timetable for the implementation of the Share Subdivision is set out below:

2025

Latest date and time for lodging transfer documents
in order to qualify for attending and voting at the EGM . . . . . . . 4:30 p.m. on Monday, 11 August

Closure of register of members for ascertaining
entitlement to attend and vote at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 12 August to
Friday, 15 August (both days inclusive)

Latest time for the lodging of the form of proxy
for the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3:00 p.m. on Wednesday, 13 August

Record date for determining entitlements to attend
and vote at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 15 August

Date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3:00 p.m. on Friday, 15 August

Announcement of voting results of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 15 August

The following events are conditional upon the fulfilment of the conditions for the implementation of
the Share Subdivision as set out in the section headed “Conditions of the Share Subdivision” above.

2025

The effective date for the Share Subdivision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 19 August

Dealings in Subdivided Shares commence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 19 August

Original counter for trading in existing Shares
in board lots of 4,000 Shares temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 19 August

Temporary counter for trading in board lots of
32,000 Subdivided Shares (in form of
existing share certificates) opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 19 August

First day of free exchange of existing share certificates
for the new share certificates for the
Subdivided Shares commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 19 August

Original counter for trading in board lots of
4,000 Subdivided Shares (in the form of
new shares certificates) re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 2 September

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APPENDIX I EXPECTED TIMETABLE OF THE SHARE SUBDIVISION

2025

Parallel trading in Subdivided Shares (in the form of new share certificates) and Shares (in form of existing share certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 2 September

Temporary counter for trading in Subdivided Shares in board lots of 32,000 Subdivided Shares (in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Monday, 22 September

Parallel trading in Subdivided Shares (in the form of new share certificates) and Shares (in form of existing share certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Monday, 22 September

Free exchange of existing share certificates for new certificates ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Wednesday, 24 September

Note: all times and dates in this circular refer to Hong Kong local times and dates.

Dates or deadlines specified in this circular are indicative only and may be varied by the Company. Any consequential changes to the expected timetable will be published or notified to the Shareholders as and when appropriate.

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NOTICE OF EGM

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 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

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NOTICE OF EGM

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.

5. 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.

6. 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.

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

8. 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.

9. EGM-2 -

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NOTICE OF EGM

1. 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.

2. 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.

3. EGM-3 -