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

Mar 27, 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 you should take, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisor.

If you have sold or transferred all your shares in Gain Plus Holdings Limited, you should at once hand this circular and the enclosed form of proxy to the purchaser or transferee or to the bank manager, licensed securities dealer or registered institution 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.

GAIN PLUS HOLDINGS LIMITED

德益控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 9900)

PROPOSED CHANGE OF COMPANY NAME

AND
NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting of Gain Plus Holdings Limited to 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 is set out on pages 7 to 9 of this circular. A form of proxy for use by the shareholders at the extraordinary general meeting is enclosed with this circular. Such form of proxy is also published on the respective websites of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the Company at www.gainplus.hk. Whether or not you are able to attend the extraordinary general meeting, 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 extraordinary general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting or any adjourned meeting if you so wish. If you attend and vote at the extraordinary general meeting, the instrument appointing the proxy will be deemed to be revoked.

28 March 2025

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CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
NOTICE OF EXTRAORDINARY GENERAL MEETING ... 7

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DEFINITIONS

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

"Board"
the board of Directors

"Company"
Gain Plus Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 9900)

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

"EGM"
the extraordinary general meeting of the Company to 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 to consider and, if thought fit, approve the Proposed Change of Company Name or any adjournment thereof

"EGM Notice"
the notice convening the EGM which is set out on pages 7 to 9 of this circular

"Group"
the Company and its subsidiaries

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

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

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

"Listing Rules"
the Rules Governing the Listing of Securities on the Main Board of the Stock Exchange

"Proposed Change of Company Name"
the proposed change of the English name of the Company from "GAIN PLUS HOLDINGS LIMITED" to "HONG KONG ZCLOUD TECHNOLOGY CONSTRUCTION LIMITED" and to adopt and register the Chinese name of "香港智雲科技建設有限公司" as the dual foreign name of the Company in place of its existing Chinese name of "德益控股有限公司"

"Registrar"
the Registrar of Companies of the Cayman Islands

"Share(s)"
ordinary share(s) of HK$0.01 each in the share capital of the Company

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DEFINITIONS

"Shareholder(s)"
holder(s) of the Share(s)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

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 enclosed proxy form shall prevail over the Chinese text.

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LETTER FROM THE BOARD

GAIN PLUS HOLDINGS LIMITED

德益控股有限公司

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

28 March 2025

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 12 March 2025 in respect of the Proposed Change of Company Name.

The purpose of this circular is to provide you with information in respect of the special resolution to be proposed at the EGM for approving the Proposed Change of Company Name and the EGM Notice.

PROPOSED CHANGE OF COMPANY NAME

The Board proposed to change the English name of the Company from “GAIN PLUS HOLDINGS LIMITED” to “HONG KONG ZCLOUD TECHNOLOGY CONSTRUCTION LIMITED” and to adopt and register the Chinese name of “香港智雲科技建設有限公司” as the dual foreign name of the Company in place of its existing Chinese name of “德益控股有限公司”.

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LETTER FROM THE BOARD

Conditions of the Proposed Change of Company Name

The Proposed Change of Company Name is subject to the satisfaction of the following conditions:

(i) the passing of a special resolution by the Shareholders approving the Proposed Change of Company Name at the EGM; and
(ii) the Registrar granting approval of the Proposed Change of Company Name by way of issuing a Certificate of Incorporation on Change of Name.

Subject to the satisfaction of the conditions set out above, the Proposed Change of Company Name will take effect from the date on which the Registrar enters the new name of the Company on the register of companies maintained by the Registrar and issue a Certificate of Incorporation on Change of Name. The Company will then carry out all necessary registration and/or filing procedures with the Companies Registry in Hong Kong.

Reasons for the Proposed Change of Company Name

The Group is principally engaged in subcontracting works providing repair, maintenance, addition and alteration services and building construction services. The Board considers that the Proposed Change of Company Name will provide a new and more defined corporate identity and image of the Company which is in line with the business profile of the Group and can be beneficial in capturing potential business opportunities for its future development. The Board believes that the Proposed Change of Company Name is in the interests of the Company and the Shareholders as a whole.

Effects of the Proposed Change of Company Name

The Proposed Change of Company Name will not affect any rights of the Shareholders and the trading of the Shares on the Stock Exchange or the daily business operations of the Company and its financial position. All existing share certificates of the Company in issue bearing the existing name of the Company will, after the Proposed Change of Company Name becoming effective, continue to be effective and evidence of title to the Shares and will continue to be valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for free exchange of the existing share certificates of the Company for new share certificates bearing the new name of the Company. Upon the Proposed Change of Company Name becoming effective, any new share certificate of the Company will be issued in the new name of the Company.

In addition, subject to the confirmation by the Stock Exchange, the English and Chinese stock short names of the Company for trading of the Shares on the Stock Exchange will be changed after the Proposed Change of Company Name becoming effective. The stock code of the Company will remain as "9900".

Further announcement(s) will be made by the Company to inform the Shareholders of the results of the EGM, the effective date of the Proposed Change of Company Name, the new English and Chinese stock short names of the Company for trading of the Shares on the Stock Exchange, the new website address of the Company and other related information as and when appropriate.

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LETTER FROM THE BOARD

EGM AND PROXY ARRANGEMENT

The EGM will be convened and held by the Company 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 Shareholders to consider and, if thought fit, pass the special resolution regarding the Proposed Change of Company Name.

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.

The EGM Notice is set out on pages 7 to 9 of this circular. A form of proxy for use 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.gainplus.hk. 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, as no Shareholders have any material interest in the Proposed Change of Company Name, no Shareholders will be required to abstain from voting on the relevant resolution to approve the Proposed Change of Company Name at the EGM.

VOTING BY 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.

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LETTER FROM THE BOARD

RECOMMENDATION

The Board considers that the Proposed Change of Company Name is in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favor of the special resolution to approve the Proposed Change of Company Name.

Yours faithfully,

For and on behalf of the Board

Gain Plus Holdings Limited

Wong Howard

Chairman and Chief Executive Officer

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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 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

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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.

4. 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.

5. 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.

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

7. 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.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. 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.

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.

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