Asiaray Media Group Limited (ASIARAY) has approved a comprehensive amendment and restatement of its Memorandum and Articles of Association, effective 12 June 2026, by special resolution. The revised constitutional documents introduce updated capital parameters and refreshed corporate-governance provisions. Key highlights follow.

Capital Structure • Authorised share capital is fixed at HK$100.00 million, divided into 1.00 billion ordinary shares with a par value of HK$0.10 each. • The Board is empowered to issue shares with preferred, deferred or other special rights, create or vary classes of shares and, with shareholder approval, issue redeemable equity. • The Company may purchase or finance the purchase of its own shares or warrants, subject to Cayman Islands law and Hong Kong Listing Rules.

Governance & Board Matters • Minimum of two directors; additional directors may be appointed by the Board to fill casual vacancies, subject to shareholder re-election at the next annual general meeting (AGM). • All directors— including those with fixed terms—must retire by rotation at least once every three years. • A director with a material interest in a transaction cannot vote on, or be counted in, the quorum for the relevant board resolution, except for narrowly defined exemptions. • Provisions for virtual and hybrid shareholder meetings are formalised, permitting attendance and voting through approved communication facilities. • Annual general meetings must be held within six months after the financial year-end (31 December).

Shareholder Rights & Meetings • Statutory minimum notice: 21 days for AGMs and meetings to pass special resolutions; 14 days for other general meetings. • Shareholders holding not less than 10% of the Company’s voting rights may requisition an extraordinary general meeting; if the Board fails to act within 21 days, requisitionists may convene the meeting themselves. • Scrip-dividend alternatives, distribution of assets in specie and capitalisation of reserves are permitted, subject to board and shareholder approvals. • Unclaimed dividends outstanding for six years may be forfeited and revert to the Company; shares of untraceable members may be sold after 12 years of unclaimed dividends following requisite notifications.

Indemnities & Liability • Directors, Auditors and officers are entitled to indemnification from Company assets against liabilities incurred in the execution of their duties, provided judgments are in their favour or they are otherwise acquitted. • Shareholder liability is limited to any amount unpaid on their shares.

Corporate Flexibility • The Company retains unrestricted objects and full corporate powers, including: – ability to merge or consolidate with other entities subject to special resolution; – authority to register by way of continuation to another jurisdiction; – broad capacity to grant financial assistance within legal boundaries.

Financial Reporting & Audit • The Board must maintain proper books of account, present audited financial statements at each AGM and circulate summary financial statements at least 21 days before the meeting, in line with Hong Kong Listing Rules. • The Company’s financial year end is 31 December.

These amendments position ASIARAY with a modernised constitutional structure, aligning its corporate governance, capital flexibility and shareholder engagement mechanisms with prevailing regulatory standards and market practices.