FAR International Holdings Group Company Limited (“FAR INTL”) has passed a special resolution dated 7 May 2026 adopting its Second Amended and Restated Memorandum and Articles of Association, introducing a comprehensive update to the group’s capital structure, corporate governance framework and electronic meeting capabilities. Key highlights follow.

Capital Structure • Authorised share capital is fixed at HK$20.00 million, divided into 2.00 billion ordinary shares at HK$0.01 par value. • The board retains full authority to issue, allot or repurchase shares and other securities, including redeemable shares and treasury shares, subject to Hong Kong Listing Rules. • The company may capitalise reserves, offer scrip dividends and purchase its own securities using capital, aligning with modern share-holder return mechanisms.

Governance & Board • Minimum number of directors remains two, with every director—regardless of term—subject to retirement by rotation at least once every three years. • Directors may hold board and management positions in subsidiaries without forfeiting remuneration and are indemnified against liabilities except in cases of dishonesty, wilful default or fraud. • Borrowing powers are vested in the board, which may create debentures, bonds or other securities as collateral.

Shareholder Rights & Meetings • Annual general meetings must be held within six months after the 31 December financial year-end. • Quorum for general meetings is two shareholders; resolutions are decided by poll unless a show of hands is expressly permitted. • The company can convene physical, hybrid or fully electronic meetings, with detailed provisions for Meeting Locations, electronic facilities and contingency arrangements for postponement and security.

Uncertificated Securities & Electronic Processes • FAR INTL aligns with Hong Kong’s uncertificated securities regime, enabling holding, transfer and registration of shares through the UNSRT System, CCASS or other SFC-approved platforms. • Notices, proxies and corporate communications may be sent electronically; shareholders can register electronic addresses for these purposes.

Dividends & Reserves • Interim, special and final dividends may be declared provided they are not funded out of capital. • Scrip dividends are permitted, and the board may offer shareholders a cash or share election. • A “Subscription Right Reserve” will be maintained to support warrant exercises below par value, ensuring shares can be fully paid from reserves.

Other Provisions • The company may remove auditors by ordinary resolution and has set a standard indemnity for officers. • Share certificates can be replaced, and the company may sell shares of untraceable shareholders after 12 years of inactivity, subject to statutory safeguards. • Directors are empowered to manage the corporate seal, appoint attorneys, and create local boards or committees worldwide.

The updated constitutional documents position FAR INTL to operate fully within Hong Kong’s latest regulatory framework while enhancing flexibility in capital management, electronic communication and shareholder engagement.