Hong Kong – Gameone Holdings Limited (Gameone, 08282) has approved a Third Amended and Restated Memorandum and Articles of Association (M&A) by special resolution dated 8 May 2026, signalling a comprehensive overhaul of its corporate governance and capital framework under the Cayman Islands Companies Act (Revised).

Key highlights are as follows:

1. Authorised Share Capital • Maintained at HK$10.00 million, divided into 100.00 million shares of HK$0.10 each. • The Board is empowered to issue shares with preferred, deferred or other special rights and to create or repurchase treasury shares, enhancing capital-management flexibility. • The company may allot, issue, redeem or purchase its own shares, including holding repurchased shares as treasury shares, subject to the Companies Act, GEM Listing Rules and other regulatory requirements.

2. Expanded Corporate Powers • Objects of the company remain “unrestricted,” covering investment holding, financing, trading and real-estate activities, among others. • The company may provide guarantees, grant security, lend money, and make charitable donations, provided such activities are not prohibited by law.

3. Governance Structure • Minimum of two directors required; the Board may fill casual vacancies and appoint additional directors. • Directors are subject to retirement by rotation at least once every three years, with removal possible by ordinary resolution. • The Board can delegate authority to committees, establish local boards and appoint managers for operational oversight. • Directors’ conflict-of-interest provisions are tightened; those with material interests (including close associates) must abstain from voting on relevant board resolutions.

4. Shareholder Rights and Meetings • Annual general meetings must be held within six months after each financial year end. • Shareholders holding at least 10% of voting rights can requisition extraordinary general meetings. • Hybrid and virtual meetings are expressly permitted, with detailed rules for electronic participation and voting. • All resolutions at general meetings are to be decided by poll, except procedural matters that the Chairman may put to a show of hands.

5. Capital Actions and Distributions • The company may capitalise reserves for bonus issues, scrip dividends or to pay up unpaid shares. • Scrip dividend arrangements allow shareholders to elect cash or shares, with a minimum two-week election period. • Dividends unclaimed for six years revert to the company.

6. Continuation, Merger & Consolidation • With shareholder approval via special resolution, Gameone may transfer its place of incorporation by way of continuation, or merge/consolidate with other entities under Cayman law.

7. Financial & Audit Provisions • The financial year-end is set at 31 December. • Members appoint auditors annually; removal requires an ordinary resolution. • Summary financial statements may be distributed in place of full reports, subject to GEM Listing Rules.

8. Indemnification • Directors, auditors and officers are indemnified out of company assets against liabilities incurred in the course of their duties, provided they act in good faith.

The updated M&A aligns Gameone’s constitutional documents with prevailing regulatory requirements, provides enhanced flexibility for capital management, and introduces modernised provisions for electronic communications and hybrid shareholder meetings.