Precious Dragon Technology Holdings Limited (01861, “Precious Dragon”) has adopted its Third Amended and Restated Memorandum and Articles of Association (“M&A”), effective 22 May 2026. Key updates are set out below.

Significant changes

1. Share capital • Authorised share capital remains HK$15.00 million, divided into 1.50 billion shares at HK$0.01 each. • The Board gains explicit authority to issue treasury shares, classify them as such, cancel or dispose of them, and deny dividend or voting rights while held in treasury.

2. Meetings and voting • Annual general meetings must be held within six months after the end of each financial year. • Physical, hybrid and fully electronic general meetings are now permitted, with detailed rules on quorum, voting, participation, adjournment and postponement. • Shareholders have an express right to speak and vote at general meetings; electronic facilities must allow simultaneous communication.

3. Electronic communication and uncertificated securities • Shareholders can hold and transfer shares through uncertificated systems such as the UNSRT System or Hong Kong’s CCASS. • Corporate documents and notices may be distributed by electronic means or posted on designated websites, in line with Hong Kong Listing Rules.

4. Board and governance • Minimum two directors; one-third of directors (or the number nearest to one-third) must retire by rotation at every annual general meeting, subject to re-election. • Directors may attend meetings via electronic facilities and resolutions may be passed in writing or electronically. • Expanded indemnity allows the company to procure insurance for directors and officers against liabilities except in cases of fraud or dishonesty.

5. Capital management • The Board may issue shares with varied rights, consolidate or subdivide capital, and create, redeem or purchase its own shares subject to shareholder approval. • New capitalisation provisions enable scrip dividends, dividend reinvestment and distribution of assets in specie, including paid-up shares, debentures or other securities.

6. Untraceable shareholders • After 12 years of unclaimed dividends and no shareholder contact, the company may sell the related shares following specific public notice procedures. Net proceeds revert to the company, and the former holder becomes a creditor for the amount realised.

7. Record date and financial year • The Board may set record dates for determining entitlement to dividends, distributions and meeting notices. • Financial year-end confirmed as 31 December.

8. Winding up • Surplus assets on liquidation will be distributed to shareholders in proportion to paid-up capital, with power to distribute in specie.

Effective date and purpose

The revised M&A modernises Precious Dragon’s governance framework, aligning it with current Hong Kong Listing Rules, electronic transaction legislation and global corporate practice. All amendments take effect from 22 May 2026.