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Shanghai Able Digital Science&Tech Co., Ltd. Proxy Solicitation & Information Statement 2026

May 26, 2026

50757_rns_2026-05-26_01ad355b-9525-4111-91ed-b26bbb8a4661.pdf

Proxy Solicitation & Information Statement

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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.

SHANGHAI ABLE DIGITAL SCIENCE&TECH CO., LTD.

上海卓越睿新數碼科技股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2687)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of Shanghai Able Digital Science&Tech Co., Ltd. (the "Company") will be held at 9/F, Building 1, No. 1188 Qinzhou North Road, Xuhui District, Shanghai on Thursday, June 18, 2026 at 10:00 a.m., for the purpose of considering and, if thought fit, to approve the following resolutions. Unless the context otherwise requires, capitalised terms used in this notice shall have the same meanings as defined in the circular of the Company dated May 27, 2026 (the "Circular").

ORDINARY RESOLUTIONS

  1. To consider and approve the 2025 Annual Report of the Company;
  2. To consider and approve the report of the Board of Directors for 2025;
  3. To consider and approve the report of the Supervisory Committee for 2025;
  4. To consider and approve the audited consolidated financial statements and auditor's report of the Company for the year ended December 31, 2025;
  5. To consider and approve the proposed non-distribution of final dividend for 2025;
  6. To consider and approve the resolution regarding the re-appointment of auditors of the Company for 2026;
  7. To consider and approve the resolution on the amendments to the Remuneration Policy for Directors, Supervisors and Senior Management;

SPECIAL RESOLUTIONS

  1. To consider and approve the resolution regarding the proposed grant of general mandate to the Board to repurchase H Shares;

  2. To consider and approve the resolution regarding the proposed grant of general mandate to the Board to issue Shares;

  3. To consider and approve the amendments to the Articles of Association, the Rules of Procedure for the General Meeting and the Rules of Procedure for the Board of Directors:

10.01 To consider and approve the amendments to the Articles of Association;

10.02 To consider and approve the amendments to the Rules of Procedure for the General Meeting;

10.03 To consider and approve the amendments to the Rules of Procedure for the Board of Directors.

By order of the Board

Shanghai Able Digital Science&Tech Co., Ltd.

Mr. WANG Hui

Chairman of the Board and executive Director

Hong Kong, May 27, 2026

As at the date of this notice, the Board comprises (i) Mr. WANG Hui, Mr. XI Puzhao and Ms. WANG Xin as executive Directors; (ii) Ms. GE Xin, Mr. JIN Xingshen and Ms. WANG Ying as non-executive Directors; and (iii) Mr. YAU Ka Chi, Prof. LIU Ningrong and Prof. MA Xufei as independent non-executive Directors.

Notes:

  1. Pursuant to Rule 13.39(4) of the Listing Rules, the resolutions set out above will be voted by poll. Where the chairperson of the meeting in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted, such resolution will be decided by a show of hands. The results of the poll will be published on the websites of the Hong Kong Stock Exchange and the Company in accordance with the Listing Rules.

  2. Any Shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote at the meeting in his/her stead. A proxy need not be a Shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy is so appointed must be specified in the relevant form of proxy. Every Shareholder present in person or by proxy shall be entitled to one vote for each share held by him/her.


  1. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority, must be lodged with the Company's H Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 24 hours before the scheduled time for the AGM or any adjourned meeting (as the case may be) (i.e. not later than 10:00 a.m. on Wednesday, June 17, 2026 (Hong Kong time)). Completion and return of the form of proxy will not preclude a Shareholder of the Company from attending and voting in person at the meeting or any adjournment thereof (as the case may be); in such case, the aforementioned form of proxy shall be deemed to be revoked.

  2. For the purpose of determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Monday, June 15, 2026 to Thursday, June 18, 2026 (both days inclusive), during which period no transfer of shares will be registered. The record date for determining the entitlement of shareholders to attend and vote at the AGM is Thursday, June 18, 2026. In order to be eligible to attend and vote at the AGM, unregistered holders of shares of the Company should ensure that all transfer documents accompanied by the relevant share certificates are lodged with the Company's H Share Registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. on Friday, June 12, 2026.

  3. Where there are joint registered holders of any share, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the AGM personally or by proxy, only the person whose name appears first on the Company's register of members in respect of such shares shall be entitled to vote on those shares, and the votes of the other joint holders shall not be accepted.

  4. References to time and dates in this notice are to Hong Kong time and dates.

  5. The Chinese translation of this notice is for reference only, and in case of any inconsistency, the English version shall prevail.

  6. Unless otherwise specified, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated May 27, 2026.

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