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

Mar 27, 2025

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

GAIN PLUS HOLDINGS LIMITED

德益控股有限公司

(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 of Gain Plus Holdings Limited (the "Company") will be held at 10:00 a.m. on Friday, 25 April 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 a special resolution of the Company:

SPECIAL RESOLUTION

1. "THAT:

(a) subject to and conditional upon the approval of the Registrar of Companies of the Cayman Islands, the English name of the Company be and is hereby changed from “GAIN PLUS HOLDINGS LIMITED” to “HONG KONG ZCLOUD TECHNOLOGY CONSTRUCTION LIMITED” and the dual foreign name in Chinese of the Company be and is hereby changed from “德益控股有限公司” to “香港智雲科技建設有限公司” (the “Change of Name”);

(b) the Company's registered office provider be and is hereby authorised and instructed to make each filing with the Registrar of Companies of the Cayman Islands that is necessary in connection with the Change of Name; and

(c) any director or the secretary of the Company be and is hereby authorised to make (or cause to be made) any filing, registration or submission which may be necessary in connection with the Change of Name under the Rules Governing the Listing of Securities on the Main Board of The Stock Exchange of Hong Kong Limited and to do (or cause to

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be done) any other act or thing, and to execute (under hand or seal) and deliver on behalf of the Company any document, which that director or the secretary considers to be necessary or desirable in connection with the Change of Name."

By Order of the Board
Gain Plus Holdings Limited
Wong Howard
Chairman and Chief Executive Officer

Hong Kong, 28 March 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:
Unit 1323A, Level 13
Landmark North
39 Lung Sum Avenue
Sheung Shui, the New Territories
Hong Kong

Notes:

1. A member of the Company (the "Member") entitled to attend and vote at the extraordinary general meeting of the Company (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.

2. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, 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 not later than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of a 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 authority of his/her/its proxy shall be deemed to be revoked.

3. Where there are joint registered holders of any share of the Company (the "Share"), any one of such persons may vote at the EGM, either personally or by proxy, in respect of such Share 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.

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1. Members who are entitled to attend, speak and vote at the EGM are those whose names appear as members on the register of members of the Company as at the close of business on Thursday, 17 April 2025. 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 Thursday, 17 April 2025.

2. According to the 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 Notice will be taken by a poll.

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

4. 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.

5. 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 7:00 a.m. 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.gainplus.hk to notify Members of the date, time and venue of the rescheduled meeting.

As at the date of this announcement, 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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