XtalPi Holdings Limited (XTALPI, 02228) has adopted its Tenth Amended and Restated Memorandum and Articles of Association, effective 20 May 2026, refining core corporate-governance and capital-structure provisions.

Key changes and confirmations are as follows:

• Registered Structure and Objects The company remains incorporated in the Cayman Islands as a company limited by shares, with unrestricted objects and the power to continue or de-register in any jurisdiction as permitted by law.

• Authorised Share Capital Authorised share capital is set at US$1.00 million, divided into 100 billion ordinary shares of US$0.00001 par value each. The directors retain broad authority to allot, issue or grant options over shares with varied rights. Issuance of bearer shares is prohibited.

• Governance Architecture – Board size: minimum two directors, with the number adjustable by ordinary resolution. – Rotation: at every annual general meeting, one-third of directors (or the nearest lower whole number) must retire; each director faces re-election at least once every three years. – Meetings: quorum is two directors; resolutions may be passed by unanimous written consent unless a material conflict requires an in-person vote. – Indemnity: directors and officers are indemnified against liabilities other than those arising from actual fraud or wilful default; the company may advance legal expenses and maintain directors’ and officers’ insurance.

• Shareholder Rights and Meetings – Annual general meeting: to be held within six months after each financial year-end (31 December). – Extraordinary general meeting: may be requisitioned by holders representing at least 10% of voting rights. – Virtual/hybrid meetings: the board may enable participation through approved communication facilities. – Dividend flexibility: dividends may be paid out of realised or unrealised profits or share premium; scrip dividend alternatives are permitted.

• Capital Management Tools The company may issue redeemable shares, repurchase its own shares subject to Hong Kong Listing Rules, and capitalise reserves for bonus issues.

• Financial Year and Audit The financial year ends on 31 December. An independent auditor is appointed annually, with full access to company records.

• Continuation and M&A Flexibility With shareholder approval, the company can migrate by way of continuation to another jurisdiction or merge/consolidate with other entities under Cayman law.

The updated constitutional document aligns XtalPi’s governance with current Hong Kong listing requirements while preserving operational flexibility for future strategic initiatives.