OFA Group

PROPOSAL 3:

THIRD M&AA RATIFICATION PROPOSAL

At the May 2026 Special Meeting the shareholders voted and authorized the Board to consolidate only the authorized, issued and outstanding Class A ordinary shares on a 10 for 1 ratio, which consolidation became effective on July 31, 2026. In connection with this consolidation, the Company’s shareholders also approved the adoption of a form of Third Amended and Restated Memorandum and Articles of Association of the Company (the “Third M&AA”) at the May 2026 Special Meeting. However, the form of Third M&AA annexed to the notice of meeting and proxy statement issued by the Company in connection with the May 2026 Special Meeting inadvertently also reflected a consolidation of the authorized, issued and outstanding Class B ordinary shares and the authorized but undesignated shares in the capital of the Company (the “Typographical Errors”).

The Typographical Errors were identified by the Company prior to the filing of the Third M&AA with the Cayman Islands Registrar of Companies and a corrected form of Third M&AA (a copy of which is included as Annex A) was subsequently prepared and filed and which became effective on July 31, 2026.

The Board believes that it is in the best interests of the Company and the shareholders and is hereby soliciting shareholder approval to ratify the adoption of the Third M&AA (as corrected to rectify the Typographical Errors) as the memorandum and articles of association of the Company.

For the avoidance of doubt:

The form of Third M&AA originally approved at the May 2026 Special Meeting inadvertently provided that the Company’s authorised share capital was US$320,000 divided into 32,000,000 shares of a par value of US$0.01 each comprising (a) 10,000,000 Class A ordinary shares of a par value of US$0.01 each; (b) 2,000,000 Class B ordinary shares of a par value of US$0.01 each; and (c) 20,000,000 undesignated shares of a par value of US$0.01 each, of such class or classes (however designated) as the Board may determine.

The Third M&AA (as corrected to rectify the Typographical Errors) provides that the Company’s authorized share capital is US$320,000 divided into 10,000,000 Class A ordinary shares of a par value of US$0.01 each, 20,000,000 Class B ordinary shares of a par value of US$0.001 each, and 200,000,000 undesignated shares of a par value of US$0.001 each, of such class or classes (however designated) as the Board may determine.

IT IS RESOLVED AS A SPECIAL RESOLUTION THAT the Third Amended and Restated Memorandum and Articles of Association of the Company in the form as set forth in Annex A to the proxy statement and as filed with the Registrar of Companies of the Cayman Islands and effective from July 31, 2026, be approved and ratified.

Approval of the Third M&AA Ratification Proposal requires the affirmative vote of the holders of at least two-thirds of the votes cast by the shareholders who, being present in person or by proxy and entitled to vote at the Annual Meeting, vote at the Annual Meeting. Abstentions and Broker Non-Votes, while considered present for the purposes of establishing a quorum, will have no effect on the outcome of this proposal.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE“FOR”THE APPROVAL AND ADOPTION AND ADOPTION OF THE THIRD M&AA RATIFICATION PROPOSAL*.*