HONWORLD Group Limited (HONWORLD GP, 02226) adopted an Amended and Restated Memorandum of Association on 28 May 2024 and an Amended and Restated Articles of Association on 28 May 2026, replacing previous versions of its constitutional documents.

Key Provisions

• Capital Structure – Authorised share capital is fixed at US$500,000, divided into 1,000,000,000 ordinary shares of par value US$0.0005 each. – The company may repurchase its own shares and hold them as treasury shares, subject to Cayman Islands law and Hong Kong Listing Rules. – Power to increase, consolidate, sub-divide, cancel or reduce share capital by ordinary or special resolution.

• Corporate Form & Objects – Continues as an “Exempted Company Limited by Shares” registered in the Cayman Islands with unrestricted business objects, including acting as a holding company and investment company. – Registered office remains at Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, Grand Cayman.

• Shareholder Rights & Meetings – Liability of members limited to unpaid amounts on subscribed shares. – Hybrid and fully electronic general meetings are expressly permitted, with detailed rules on quorums, voting, electronic participation and postponement. – One-share-one-vote remains unless rights are varied by class resolution.

• Board & Governance – Minimum two directors; no maximum set. – Directors empowered to manage company affairs, form committees and present winding-up petitions. – Enhanced indemnity covers directors, officers and auditors against liabilities excluding fraud or dishonesty.

• Securities & Settlement – Articles align with Hong Kong’s Uncertificated Securities Market regime, allowing shares to be held and transferred electronically via systems such as the Central Clearing and Settlement System (CCASS) or UNSRT. – Electronic distribution of corporate communications, dividend election instructions and payment of corporate-action proceeds is authorised.

• Dividends & Reserves – Dividends may be paid from realised or unrealised profits, share premium or other distributable reserves, subject to directors’ recommendation and shareholder approval. – Scrip dividend alternatives and capitalisation of reserves are permitted.

• Amendments & Continuation – Future changes to the Memorandum or Articles require a special resolution of shareholders. – The company retains the right to deregister in the Cayman Islands and continue in another jurisdiction.

These updated constitutional documents modernise HONWORLD GP’s governance framework, bringing it in line with current Cayman Islands law, Hong Kong Listing Rules and forthcoming electronic securities regulations.