Chaowei Power Holdings Limited (stock code: 00951) released a consolidated version of its Memorandum and Articles of Association, reflecting all amendments approved by shareholders through a special resolution dated 3 June 2026.

Key Points

1. Revised Share Structure • Authorised share capital remains US$100.00 million, comprising 10 billion ordinary shares with a par value of US$0.01 each. • The company retains authority—subject to Cayman Islands law and Listing Rules—to repurchase, redeem or hold its own shares as treasury shares; bearer shares remain prohibited.

2. Expanded Corporate Powers • Objects clause is “unrestricted,” granting the Board wide latitude in investment, financing and commercial activities. • The Board may register the company by way of continuation in any jurisdiction outside the Cayman Islands and subsequently deregister in Cayman, subject to statutory requirements.

3. Modernised Governance Framework • Annual general meetings must be held within six months after each financial year-end. • Hybrid and fully virtual general meetings are expressly permitted; electronic voting, electronic proxies and multi-location “Meeting Locations” are formalised. • One-third of directors (or the nearest whole number above one-third) retire by rotation at each annual general meeting, ensuring each director faces re-election at least once every three years. • Directors’ conflicts are aligned with Hong Kong Listing Rules: any director materially interested in a transaction must abstain from voting.

4. Enhanced Shareholder Communication • Notices, corporate communications and proxy materials may be distributed electronically, posted on the company’s website or the Hong Kong Stock Exchange website, in addition to traditional mail.

5. Updated Dividend and Capital Management • Dividends may be paid from realised or unrealised profits, share premium or other distributable reserves, subject to shareholder approval. • Scrip dividend alternatives, with cash election options, are incorporated. • Reserves can be capitalised for fully paid share issues to shareholders.

6. Audit & Financial Reporting • Audited financial statements must be circulated to shareholders at least 21 days before the annual general meeting and comply with generally accepted auditing standards.

7. Indemnity Provisions • Directors, officers and auditors are indemnified against costs or liabilities incurred in the execution of their duties, excluding fraud or dishonesty.

These amendments align Chaowei Power’s constitution with current Cayman Islands law, the Hong Kong Listing Rules and evolving corporate-governance practices.