Lianhe Sowell International Group Ltd

FUTURE M&A AMENDMENT PROPOSAL

General

The Board believes that, in connection with the Future Share Consolidations Proposal, it is in the best interest of the Company and the shareholders to, subject to and immediately following a Future Share Consolidation being approved and effected, the Company adopt an amended and restated memorandum and articles of association to reflect the relevant Future Share Consolidation. Accordingly, the Company is hereby soliciting shareholder approval, to consider and approve by way of special resolution that the Company adopt an amended and restated memorandum and articles of association (each a “Future A&R M&A”), in substitution for, and to the exclusion of, the Company’s then existing memorandum and articles of association, to reflect the relevant Future Share Consolidation upon its effectiveness. If the Future M&A Amendment Proposal is approved by shareholders, the registered office service provider of the Company shall be instructed to file the Future A&R M&A and evidence of the passing of the Future M&A Amendment Proposal with the Registrar of Companies in the Cayman Islands and to do and complete all other matters ancillary to such filing as may be necessary or desirable in order to give effect to amendment and restatement of the Company’s memorandum and articles of association in the Cayman Islands, subject to the Board’s determination of effecting the Future Share Consolidations.