MBV International Limited (stock code: 01957) has approved and adopted a Third Amended and Restated Memorandum and Articles of Association, effective 15 May 2026. Key features are summarised below:

1. Capital Structure • Authorised share capital remains HK$50.00 million, divided into 5,000,000,000 ordinary shares of HK$0.01 par value each. • The Board retains discretion to issue, repurchase, redeem, hold as treasury shares or otherwise deal with shares within Listing Rules limits.

2. Meeting & Voting Enhancements • Annual general meetings must be held within six months after each financial year-end. • The new Articles formally recognise physical, hybrid and fully electronic general meetings; shareholders attending electronically are deemed present for quorum and voting. • All resolutions at general meetings will be decided by poll, except purely procedural matters allowed on a show of hands. • Quorum for shareholder meetings is two members present in person or by proxy. • Directors’ resolutions may be passed by unanimous written consent or by electronic means.

3. Board Composition & Authorities • Minimum of two directors; every director must retire by rotation at least once every three years. • Directors may hold electronic board meetings and pass written resolutions electronically. • The Board’s borrowing, delegation and indemnity powers are reaffirmed; directors and officers are indemnified against liabilities except in cases of dishonesty, wilful default or fraud.

4. Shareholder Rights & Protections • Shareholders may requisition an extraordinary general meeting with at least 10 % of voting rights. • Special resolutions (≥75 % approval) are required for amendments to charter documents, share class rights, or voluntary winding-up. • Unclaimed dividends outstanding for six years may be forfeited to the Company.

5. Dividends, Capitalisation & Treasury Shares • The Board may declare interim, special or scrip dividends and capitalise reserves for distribution. • Shares repurchased by the Company can be held as treasury shares and subsequently cancelled, transferred or re-issued. • Detailed mechanics introduced for electronic dividend mandates, standing authorities and settlement through Hong Kong’s real-time payment systems.

6. Electronic & Uncertificated Securities Regime • The Company aligns its Articles with Hong Kong’s Uncertificated Securities Market (USM) Rules, enabling electronic shareholding, transfer, proxy voting and other instructions via the UNSRT System or CCASS.

7. Administrative Provisions • Updated procedures for notice delivery include electronic communications and website publication. • New destruction-of-documents schedule and untraceable shareholders provisions reflect current Listing Rules. • A subscription right reserve mechanism protects warrant holders if subscription prices fall below par value.

The comprehensive overhaul is designed to enhance operational flexibility, support digital corporate actions and ensure continued compliance with the Companies Act of the Cayman Islands and Hong Kong Listing Rules.