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Brainhole Technology Limited Governance Information 2026

Apr 10, 2026

50444_rns_2026-04-10_1aa7e2ce-96f1-485b-bccc-c075cc674415.pdf

Governance Information

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

BRAINHOLE

TECHNOLOGY

BRAINHOLE TECHNOLOGY LIMITED

脑洞科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2203)

PROPOSED AMENDMENTS TO THE SECOND AMENDED AND RESTATED ARTICLES OF ASSOCIATION AND PROPOSED ADOPTION OF THIRD AMENDED AND RESTATED ARTICLES OF ASSOCIATION

This announcement is made by Brainhole Technology Limited (the "Company") pursuant to Rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

The board (the "Board") of directors (each a "Director") of the Company proposes to (a) make certain amendments (the "Proposed Amendments") to the existing second amended and restated articles of association of the Company (the "Existing Articles") in order to bring it in line with the latest legal and regulatory requirements, among other things: (i) align the Existing Articles with the expanded paperless listing regime, the electronic dissemination of corporate communications by listed issuers, the treasury shares regime under the Listing Rules, and the preparations for transition to uncertificated securities market under the Securities and Futures (Uncertificated Securities Market) Rules (Cap. 571AS); and (ii) incorporate various consequential and housekeeping changes; and (b) adopt the new third amended and restated articles of association incorporating and consolidating the Proposed Amendments in substitution for, and to the exclusion of, the Existing Articles in their entirety (the "Amended Articles").

The Proposed Amendments and the adoption of the Amended Articles are subject to the consideration and approval by the shareholders of the Company (the "Shareholders") by way of a special resolution at the forthcoming annual general meeting to be convened by the Company (the "AGM"). The Amended Articles shall become effective from the close of the AGM upon the passing of such special resolution at the AGM.

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A circular containing, among other things, particulars relating to the Proposed Amendments and the proposed adoption of the Amended Articles, together with a notice convening the AGM, will be despatched to the Shareholders in due course.

By order of the Board
Brainhole Technology Limited
Zhang Liang Johnson
Chairman and Executive Director

Hong Kong, 10 April 2026

As at the date of this announcement, the Board comprises Mr. Zhang Liang Johnson as executive Director and Mr. Xu Liang, Mr. Chen Johnson Xi and Ms. Zhang Yibo as independent non-executive Directors.

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