Fameglow Holdings Limited (亮晴控股有限公司) has formally adopted its Second Amended and Restated Memorandum of Association and Articles of Association following a special resolution passed on 29 September 2023. The revised constitutional documents set out the company’s updated corporate structure, governance rules and shareholder protections.

Key Highlights

1. Corporate Identity and Domicile • Legal form: Exempted company limited by shares incorporated in the Cayman Islands. • Registered office: Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands. • Dual foreign name: 亮晴控股有限公司.

2. Share Capital Structure • Authorised share capital: HK$100 million, divided into 10.00 billion ordinary shares of HK$0.01 each. • The board is empowered to issue, redeem or repurchase shares and to provide financial assistance for share purchases, subject to Cayman Islands law and Hong Kong listing rules. • No bearer shares permitted.

3. Board Composition and Election • Minimum of two directors with no maximum specified. • Directors appointed by the board to fill casual vacancies must retire and stand for re-election at the next annual general meeting (AGM). • One-third of directors (or nearest higher number) must retire by rotation at each AGM; every director faces re-election at least once every three years. • Shareholders may remove directors by ordinary resolution at any general meeting.

4. Shareholder Meeting Provisions • AGM must be held within six months after the 31 March financial year-end. • Notice periods: at least 21 clear days for an AGM; at least 14 clear days for other general meetings unless 95 % of voting rights consent to shorter notice. • Extraordinary general meeting can be requisitioned by shareholders holding a minimum 10 % of voting rights. • Quorum: two shareholders present in person or by proxy. All substantive resolutions are to be decided by poll.

5. Dividend and Capital Management • Dividends may be paid from realised or unrealised profits, share premium or other distributable reserves. • Scrip dividends are permitted, allowing shareholders to elect to receive dividends wholly or partly in fully-paid shares. • A Subscription Rights Reserve mechanism ensures sufficient funds for potential share issues arising from warrant exercises below par value.

6. Member Protection and Indemnity • Members’ liability is limited to any unpaid amount on their shares. • Directors, officers and auditors are indemnified out of company assets against liabilities incurred in the course of their duties, excluding fraud or dishonesty.

7. Other Notable Provisions • Comprehensive rules govern share transfers, transmission, forfeiture and lien. • The company may be wound up by special resolution; surplus assets will be distributed to shareholders pro rata to paid-up capital. • Amendments to the Memorandum or Articles, or any change of company name, require shareholder approval by special resolution.

The adoption of the updated constitutional documents aligns Fameglow Holdings’ corporate governance with current regulatory standards while providing the board greater flexibility in capital management and reinforcing shareholder rights.