Sanbase Corporation Limited (Sanbase Corp, 08501) has adopted its Third Amended and Restated Memorandum and Articles of Association, effective 14 August 2026, following approval by special resolution. The overhaul introduces wider corporate powers, modernised meeting formats and updated share-related provisions. Key highlights are as follows:

1. Authorised Share Capital • Authorised share capital set at US$5.00 million, divided into 5.00 billion ordinary shares of US$0.001 par value each, with flexibility to increase, reduce or vary rights attached to any class of shares. • Board empowered to issue new shares, preference shares and warrants, and to structure issues at par or premium, subject to relevant regulations.

2. Capital Management & Shareholder Rights • Company may repurchase or redeem its own shares or provide financial assistance for such transactions, within Cayman Islands law and Hong Kong Listing Rules. • Shareholders can receive dividends in cash or, subject to board approval, in fully-paid shares via scrip dividend arrangements. • New provisions permit capitalisation of reserves for bonus issues and clarify treatment of unclaimed dividends (forfeiture possible after six years).

3. Enhanced Meeting Flexibility • General meetings may be conducted as physical, hybrid or fully electronic meetings, with participation recognised via electronic facilities. • Board granted authority to postpone or adjourn meetings in cases of technical disruption or safety concerns, and to set procedures for electronic attendance and voting.

4. Board Structure & Powers • Minimum of two directors; one-third of directors (or the nearest higher number) must retire by rotation at each annual general meeting, ensuring every director faces re-election at least once every three years. • Directors may appoint alternates and are indemnified against liabilities incurred in the course of their duties, except in cases of fraud or dishonesty.

5. Share Administration Updates • Incorporates Hong Kong’s Uncertificated Securities Market (USM) regime, permitting dematerialised share transfers via electronic messages and setting out procedures for dematerialisation and rematerialisation. • Establishes rules for electronic distribution of corporate communications, notices and dividend payments. • Introduces measures for disposal of shares and funds belonging to untraceable shareholders after prescribed dormancy periods.

6. Other Corporate Provisions • Objects of the company are unrestricted, enabling engagement in a broad range of commercial activities. • The company retains the option to transfer its place of incorporation by continuation to another jurisdiction, subject to shareholder approval. • Amendments detail procedures for capital reductions, creation of reserves, and maintenance of a subscription right reserve for potential warrant exercises.

The revised constitutional documents align Sanbase Corp’s governance framework with current Cayman Islands law, Hong Kong regulatory requirements and evolving market practices, particularly in digital meeting formats and electronic securities handling.