Sunray Engineering Group has released its Third Amended and Restated Memorandum and Articles of Association, adopted by special resolution on 11 September 2026. The document modernises the company’s constitutional framework, introducing updated capital parameters, refreshed governance mechanics and provisions for electronic securities and meetings. Key details follow:

1. Authorised Capital • The company’s authorised share capital is HK$15.60 million, divided into 1.56 billion ordinary shares of HK$0.01 par value each. • Shares may be issued with preferred, deferred or other special rights, and no bearer shares will be issued.

2. Share & Securities Flexibility • The board may issue warrants, preference shares and other securities, and may repurchase or otherwise acquire its own shares, subject to Hong Kong Listing Rules and Cayman Islands law. • New provisions enable the company to issue, hold and transfer shares in uncertificated form through Hong Kong’s Uncertificated Securities Market (USM) regime.

3. Shareholder Meetings • Annual general meetings must be held within six months after each financial year-end. • Meetings can be conducted as physical, hybrid or fully electronic gatherings, with detailed rules covering quorum (minimum two shareholders), notice periods (21 days for AGMs; 14 days for other meetings) and voting (polls are default; show-of-hands allowed only at physical venues). • Shareholders may appoint up to two proxies; corporate shareholders may appoint multiple representatives.

4. Board Structure & Powers • The board comprises a minimum of two directors; one-third retire by rotation at each AGM, ensuring every director seeks re-election at least every three years. • Directors may participate via electronic facilities; resolutions can be passed by written consent. • The board can delegate powers to committees and appoint managing or executive directors with defined remuneration.

5. Dividend Framework • Dividends must align with Cayman law and may be paid in cash, script (share) form, or a combination, with options for shareholders to elect preferred formats. • Shareholders may receive dividends via electronic transfer, and unclaimed dividends can be forfeited to the company after six years.

6. Shareholder Protections & Rights • Any variation of class rights requires consent from holders of not less than 75% of the affected class. • Comprehensive indemnity provisions protect directors and officers, subject to exclusions for fraud or wilful default.

7. Electronic Governance Enhancements • The articles embed procedures for electronic communications, including notice distribution, proxy appointments, and voting. • The company can rely on electronic records and authenticated messages for share transfers and other corporate actions under the USM framework.

8. Miscellaneous Provisions • The company may issue stock in lieu of fully paid shares, establish pension or superannuation funds, and create a subscription right reserve to support potential warrant exercises. • A mechanism to sell shares of untraceable shareholders after 12 years of unclaimed dividends is included, with proceeds reverting to the company.

These amendments position Sunray Engineering Group for greater operational flexibility, enhanced corporate governance and alignment with Hong Kong’s evolving regulatory environment. The full memorandum and articles are effective immediately following shareholder approval on 11 September 2026.