Star Shine Holdings Group Limited (“Star Shine”) approved its Third Amended and Restated Memorandum and Articles of Association at the annual general meeting held on 22 May 2026. The new constitutional document took effect immediately after the resolution was passed.

Key Provisions

1. Share Capital • Authorised share capital is fixed at HK$100.00 million, divided into 10.00 billion ordinary shares of HK$0.01 each. • The Board may issue shares with preferential, deferred or other special rights, and may create or re-designate classes of shares without further shareholder approval, subject to Cayman Islands law. • The Company is empowered to repurchase its own shares; repurchased shares may be cancelled or held as treasury shares at the Board’s discretion.

2. Shareholder Rights and Meetings • Each fully-paid share carries one vote; voting is by poll unless the chairman permits a show of hands. • A quorum for any general meeting is two shareholders entitled to vote. • Annual general meetings require at least 21 days’ written notice; extraordinary general meetings require at least 14 days’ notice. • Meetings may be conducted as physical, hybrid or fully electronic meetings, enabling online participation and voting.

3. Board Structure and Governance • The Company must have a minimum of two directors. • One-third of directors (or the number nearest to but not less than one-third) must retire by rotation at each annual general meeting, with every director subject to re-election at least once every three years. • The Board may delegate powers to committees, regional or local boards, or attorneys, and may issue debentures, bonds or other securities to raise capital.

4. Capital Management Flexibility • Shareholders may approve consolidations, subdivisions, cancellations, or redenominations of share capital by ordinary resolution. • The Company may capitalise distributable reserves to issue fully-paid bonus shares. • Dividends may be satisfied in cash or, with shareholder election, in fully-paid shares (“scrip dividend”).

5. Financial and Reporting Framework • The financial year-end is 31 December. • Financial statements must be prepared in accordance with Hong Kong or international accounting standards and laid before shareholders at the annual general meeting. • Auditors are appointed annually by ordinary resolution and hold office until the conclusion of the next annual general meeting.

6. Other Notable Clauses • The Company’s objects are unrestricted, allowing engagement in any lawful business. • Directors, officers and auditors are indemnified against liability except in cases of dishonesty, wilful default or fraud. • Dividends, warrants or other entitlements unclaimed for six years may be forfeited and revert to the Company. • The Articles provide detailed procedures for handling untraceable shareholders, destruction of old documents, and maintenance of subscription-right reserves.

The updated Memorandum and Articles align Star Shine’s corporate governance framework with current Cayman Islands company law and Hong Kong Listing Rules, enhancing flexibility in capital management, meeting formats and shareholder engagement.