COWELL E Holdings Inc. (Stock Code: 01415, “COWELL”) has approved and adopted a Fourth Amended and Restated Memorandum and Articles of Association by special resolution dated 28 May 2026.

Key amendments and confirmations

• Registered details – Name: Cowell E Holdings Inc. 高偉電子控股有限公司 – Registered office remains at Maples Corporate Services Limited, Grand Cayman.

• Share capital structure – Authorised share capital is set at US$40.00 million, divided into 10.00 billion shares of US$0.004 par value each. – The board is empowered to issue shares with preferred, deferred or other special rights, and may create warrants subject to Hong Kong Listing Rules. – The company may repurchase its own shares or warrants, finance such purchases, and accept share surrenders.

• Shareholder rights and meetings – Clear procedures for calling annual and extraordinary general meetings, including the ability to hold virtual or hybrid meetings using electronic communication facilities. – Quorum for general meetings is two shareholders present; all resolutions (other than purely procedural matters) must be decided by poll. – One-share-one-vote principle maintained; fractional voting possible on polls.

• Board composition and powers – Board to comprise a minimum of two directors, with rotation requiring every director to stand for re-election at least once every three years. – Directors’ interests, voting restrictions, and indemnities are codified in line with Hong Kong Listing Rules. – Directors may appoint alternates and proxies, establish board committees, and hold meetings via tele- or video-conference.

• Dividend and reserve policy – Dividends may be paid in cash or satisfied wholly or partly through scrip issues; interim, special and scrip dividends require board approval and adherence to Hong Kong regulatory requirements.

• Capital management flexibility – Share capital may be consolidated, sub-divided, reduced or otherwise altered by ordinary or special resolution as appropriate. – Share premium account and other reserves can be capitalised for scrip dividends or other distributions.

• Continuation, merger and consolidation provisions – The company can transfer its domicile by way of continuation, and may merge or consolidate with other entities, subject to special resolution approval.

• Winding-up arrangements – Liquidators may distribute assets in specie, set values, and make provisions for fractional entitlements, subject to shareholder approval.

The updated constitutional documents position COWELL for greater flexibility in capital management, corporate actions and electronic shareholder engagement while ensuring alignment with the Companies Act of the Cayman Islands and the Hong Kong Listing Rules. Copies of the full Memorandum and Articles are available from the company’s registered office.