New Silkroad Holding Group Limited (New Silkroad, 00472) has formally adopted a set of Amended and Restated Bye-Laws following shareholder approval at the general meeting on 29 June 2026. The English version prevails in case of any inconsistency with the Chinese translation.

Key highlights of the revised governance framework are as follows:

1. Governance Modernisation • Electronic & Hybrid Meetings: General meetings can now be held physically, as hybrid events or fully virtual “electronic meetings,” with detailed provisions for electronic attendance, voting, quorum calculation and meeting adjournment. • Digital Communications: Notices, proxy appointments and other corporate documents may be distributed via electronic means (e-mail, website posting or other digital channels) subject to Listing Rules and member consent. • Expanded Board Powers: The Board may delegate authorities, establish regional boards or committees, and appoint attorneys to act on the Company’s behalf, ensuring operational agility.

2. Capital & Share Structure Flexibility • Share Capital: Shares remain at HK$0.01 par value; the Board is empowered to issue, allot and dispose of unissued shares, warrants, convertible securities and treasury shares in compliance with the Listing Rules. • Share Buy-backs & Treasury Shares: The Company may repurchase its own shares for cancellation or to hold as treasury shares, with ongoing compliance to stock-exchange regulations. • Financial Assistance: Subject to Listing Rules, the Company may provide financial assistance for share purchases. • Capital Alterations: Ordinary resolutions can approve share consolidations, subdivisions, changes in currency denomination and class variations; special resolutions may reduce capital or share premium.

3. Shareholder Rights & Protections • Voting: Polls are mandatory for all resolutions except purely procedural matters; every fully paid share carries one vote. • Untraceable Members: After 12 years of returned or unclaimed dividends and no shareholder contact, the Company may sell the relevant shares and retain proceeds as a debt due to the former holder. • Dividend Flexibility: Dividends may be paid in cash or satisfied wholly/partly by scrip. Payments and corporate-action proceeds can be made through electronic channels, including Hong Kong’s real-time gross-settlement systems.

4. Board Composition & Duties • Minimum of two Directors with no maximum cap; all Directors must retire by rotation at least once every three years. • Provision for managing, joint and deputy managing directors as well as alternate directors. • Clear guidelines on directors’ interests, voting restrictions for connected transactions, and indemnity protections (excluding fraud or dishonesty).

5. Enhanced Transparency & Record Keeping • Accounting records must present a true and fair view of the Company’s affairs and be open to Director inspection. • Audited financial statements will continue to be circulated to members, with allowance for summarised or electronic versions in line with Listing Rules. • New rules govern electronic instructions from shareholders and electronic payment of corporate-action proceeds.

6. Indemnity & Liability • Directors, officers and auditors are indemnified out of Company assets against liabilities incurred in the execution of their duties, save for cases of fraud or dishonesty.

7. Process for Future Amendments • Any future changes to these Bye-Laws require Director approval followed by shareholder endorsement via special resolution.

The updated Bye-Laws position New Silkroad to operate with greater flexibility, particularly in digital engagement with shareholders and capital management, while aligning with prevailing regulatory standards of the Hong Kong Stock Exchange.