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

May 26, 2026

50757_rns_2026-05-26_f00c388d-8ae4-4de0-8a5b-981e34151978.pdf

Proxy Solicitation & Information Statement

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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)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING OR
ANY ADJOURNMENT(S) THEREOF

I/We (Note 1)
of
being the registered holder(s) of
H Shares (Note 2)
in the share capital of Shanghai Able Digital Science&Tech Co., Ltd. (the “Company”), hereby appoint the chairman of the meeting (Note 3)
or
of
as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the annual general meeting (the “AGM”) of the
Company to 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.
(and at any adjournment thereof) as hereunder indicated in respect of the resolutions set out in the notice of the AGM dated May 27, 2026
(the “Notice”). Unless otherwise defined, capitalized terms used in this form of proxy shall have the same meanings as those defined in the
circular of the Company dated May 27, 2026.

Please tick (“✓”) the appropriate boxes to indicate how you wish your vote(s) to be cast (Note 4).

ORDINARY RESOLUTIONS For Against Abstain
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 For Against Abstain
8. To consider and approve the resolution regarding the proposed grant of general mandate to the Board to repurchase H Shares;
9. To consider and approve the resolution regarding the proposed grant of general mandate to the Board to issue Shares;
10. 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.

Date: ___ 2026
Signature (Note 8)


Notes:

  1. Please insert your full name(s) and address(es) as shown in the register of members of the Company in BLOCK CAPITALS. The names of all joint holders should be stated.

  2. Please insert the number of shares of the Company registered in your name(s) and to which this form of proxy relates. If no number is inserted, the form of proxy will be deemed to be related to all shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.

  3. If any proxy other than the chairman of the meeting is preferred, please cross out the words “the chairman of the meeting” and insert the name and address of the proxy desired in the space provided. Any Shareholder entitled to attend and vote at the AGM may appoint more than one proxy (who must be an individual) to attend and vote on his/her behalf, provided that if more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“√”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“√”) THE BOX MARKED “AGAINST”; IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE TICK (“√”) THE BOX MARKED “ABSTAIN”. If no indication is given, the proxy will vote or abstain at his/her discretion. In calculating the poll results, abstention will not be counted as voting for or against a resolution at the AGM. The proxy will also be entitled to vote at his/her discretion on any resolution properly put to the AGM other than those referred to in the Notice. An ordinary resolution shall be passed by votes representing more than half of the voting rights held by the Shareholders (including proxies thereof) attending the AGM. A special resolution shall be passed by votes representing more than two-thirds of the voting rights held by the Shareholders (including proxies thereof) attending the AGM.

  5. The full text of the resolutions referred to above is set out in the notice of the AGM dated May 27, 2026.

  6. This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporate entity, the same must be either under its seal or under the hand of an officer, attorney or other person duly authorized.

  7. 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.

  8. 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 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 adjournment thereof (as the case may be) (i.e. 10:00 a.m. on Wednesday, June 17, 2026 (Hong Kong time)).

  9. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM and, in such case, this form of proxy shall be deemed to be revoked.

  10. References to time and dates in this form of proxy are to Hong Kong time and dates.

  11. An individual Shareholder attending the AGM in person shall present his/her identification card or other document or certification of identification. A proxy attending the AGM on behalf of a Shareholder shall present his/her identification card and the letter of attorney signed by the appointer or his/her legal representative with the issue date. A corporate Shareholder shall attend the AGM by its legal representative his/her nominee. A legal representative attending the AGM shall present his/her identification card and document which can certify his/her capacity as a legal representative. A nominee attending the AGM shall present his/her identification card and the letter of attorney signed by the legal representative.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM of the Company (the “Purposes”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third-party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Investor Services Limited at the above address.