XIAOCAIYUAN International Holding Ltd. (stock code 00999, “XIAOCAIYUAN”) has approved and adopted its Third Amended and Restated Memorandum and Articles of Association, with effect from 20 April 2026. The update revises corporate governance, capital structure and shareholder rights as outlined below.

Key structural details • Authorised share capital remains US$50,000, divided into 5.00 billion ordinary shares of US$0.00001 par value each. • The company is registered as an exempted company limited by shares in the Cayman Islands. • Financial year-end is 31 December.

Board composition and rotation • The board must consist of at least two directors and include a minimum of three independent non-executive directors, representing at least one-third of the board. • At every annual general meeting (AGM), one-third of directors—each director at least once every three years—must retire and may offer themselves for re-election. • Annual general meetings must be held within six months after the financial year-end.

Meetings and voting • General meetings can be physical, hybrid or fully electronic, allowing virtual attendance and voting. • A poll is the default voting method; show-of-hands voting is restricted to purely procedural or administrative matters. • One share equals one vote.

Capital management flexibility • The board may allot, issue, grant options over or otherwise dispose of shares, subject to Cayman law and Hong Kong Listing Rules. • The company may repurchase its own shares, issue redeemable shares and provide financial assistance for share purchases, all subject to shareholder authorisation. • Continuation, merger or consolidation outside the Cayman Islands requires a special resolution.

Dividend framework • Dividends may be declared out of realised or unrealised profits or the share premium account, subject to board recommendation and shareholder approval. • Shareholders can elect to receive dividends in cash or shares if the board offers a scrip alternative.

Shareholder protections and procedures • Variation of class rights requires approval from holders of at least 75 % of the affected class. • The company may forfeit unclaimed dividends after six years and sell shares of “untraceable” members after 12 years of returned or uncashed dividend payments.

Audit and reporting • Auditors are appointed annually by shareholders; accounts must adhere to Hong Kong or International Accounting Standards. • Statutory books and registers must be maintained in accordance with Cayman requirements, with a branch register kept in Hong Kong.

These amendments modernise XIAOCAIYUAN’s corporate charter, formalising electronic participation, clarifying director requirements and enhancing capital-management tools while aligning with Hong Kong listing regulations.