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Unisound AI Technology Co., Ltd. — Proxy Solicitation & Information Statement 2026
Mar 19, 2026
51133_rns_2026-03-19_b3c1a67b-a82f-435c-9c41-28a98036518c.pdf
Proxy Solicitation & Information Statement
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March 19, 2026
THIS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Unisound AI Technology Co., Ltd., you should at once hand this circular, together with the enclosed proxy form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
互动资讯
Unisound
UNISOUND AI TECHNOLOGY CO., LTD.
雲知聲智能科技股份有限公司
(A joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 9678)
RESOLUTION ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND HANDLING THE REGISTRATION OF CHANGES WITH THE ADMINISTRATION FOR INDUSTRY AND COMMERCE AND NOTICE OF THE 2026 FIRST EXTRAORDINARY GENERAL MEETING
The EGM of Unisound AI Technology Co., Ltd. will be held by way of on-site meeting at the conference room of Unisound AI Technology Co., Ltd. (Building N6, BBMG Intelligent Manufacturing Workshop, No. 27 Jiancaicheng Middle Road, Haidian District, Beijing, PRC) on Wednesday, April 8, 2026 at 10:00 a.m. The notice of the EGM is set out on pages 7 to 8 of this circular.
If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon not less than 24 hours before the time appointed for the holding of the EGM (i.e. before Tuesday, April 7, 2026 at 10:00 a.m.) or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.
- References to times and dates in this circular are to Hong Kong times and dates.
CONTENTS
Page
DEFINITIONS... 1
LETTER FROM THE BOARD... 3
NOTICE OF THE 2026 FIRST EXTRAORDINARY GENERAL MEETING... 7
- i -
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context otherwise requires:
"Articles of Association"
the articles of association of the Company, as amended, supplemented or otherwise modified from time to time
"Board" or "Board of Directors"
the board of Directors of our Company
"Company" or "the Company"
Unisound AI Technology Co., Ltd., a limited liability company initially established in the PRC on June 29, 2012 and converted into a joint stock company on June 24, 2019, with its H Shares listed on the Main Board of the Stock Exchange on June 30, 2025 (stock code: 9678)
"Company Law"
the Company Law of the People's Republic of China
"Director(s)"
the director(s) of the Company
"EGM"
the first extraordinary general meeting of 2026 of the Company to be held by way of on-site meeting at the conference room of Unisound AI Technology Co., Ltd. (Building N6, BBMG Intelligent Manufacturing Workshop, No. 27 Jiancaicheng Middle Road, Haidian District, Beijing, PRC) on Wednesday, April 8, 2026 at 10:00 a.m.
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"Hong Kong Stock Exchange" or "Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
"PRC" or "China"
the People's Republic of China, and for the purpose of this circular only, excluding Hong Kong, Macau Special Administrative Region and Taiwan
"RMB"
Renminbi, the lawful currency of the PRC
- 1 -
- 2 -
DEFINITIONS
"Share(s)"
ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, including H share(s), domestic unlisted share(s) and unlisted foreign share(s)
"Shareholder(s)"
holder(s) of the Share(s)
LETTER FROM THE BOARD
五和丰
Unisound
UNISOUND AI TECHNOLOGY CO., LTD.
雲知聲智能科技股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 9678)
Executive Directors:
Dr. Liang Jia'en
Dr. Huang Wei
Dr. Kang Heng
Dr. Li Xiaohan
Dr. Liu Shengping
Non-executive Director:
Mr. Li Zhichao
Independent Non-executive Directors:
Mr. Hu Jianjun
Dr. Fan Jian
Dr. Jin Huihua
Dr. Zhang Kun
Registered Office:
No. 101, 1/F, Building One
Xisanqi Jiancaicheng
Haidian District, Beijing
PRC
Headquarter and Principal Place of
Business in the PRC:
101-124, 1/F, Building N6
BBMG Intelligent Manufacturing Workshop
No. 27 Xisanqi Jiancaicheng Middle Road
Haidian District, Beijing
PRC
Principal Place of Business in Hong Kong:
Room 1915, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
March 19, 2026
To the Shareholders
Dear Sir or Madam,
RESOLUTION ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND HANDLING THE REGISTRATION OF CHANGES WITH THE ADMINISTRATION FOR INDUSTRY AND COMMERCE AND NOTICE OF THE 2026 FIRST EXTRAORDINARY GENERAL MEETING
Introduction
The purpose of this circular is to provide you with the notice of the EGM and information on the resolution to be considered at the EGM to enable you to make an informed decision on whether to vote for, against or abstain from voting on such resolution at the EGM.
LETTER FROM THE BOARD
I. RESOLUTION ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND HANDLING THE REGISTRATION OF CHANGES WITH THE ADMINISTRATION FOR INDUSTRY AND COMMERCE
A special resolution on the amendments to the Articles of Association and handling the registration of changes with the administration for industry and commerce will be proposed to Shareholders for consideration and approval at the EGM.
In order to seize the opportunities in the large model industry, the Company proposes to launch MaaS, Agent and C-end paid products. In accordance with the provisions of laws, regulations and normative documents such as the Company Law, and for the purposes of conducting user direct top-up payment services in compliance with applicable laws and regulations, improving the commercial closed-loop system, broadening revenue channels, enhancing the monetization capability of AI services, and aligning with the Company's strategic development and market-oriented operation needs., the Company proposes to amend the Articles of Association (the "Proposed Amendments to the Articles of Association"). The details of the Proposed Amendments to the Articles of Association are as follows:
| Before Amendment | After Amendment |
|---|---|
| Article 15 Upon registration in accordance with the law, the business scope of the Company is: General items: technical services, technology development, technology consulting, technology exchange, technology transfer, and technology promotion; software development; software sales; sales of Category II medical devices; artificial intelligence industry application system integration services; professional design services; information consulting services (excluding licensed information consulting services); wholesale of computer software, hardware and auxiliary equipment; import and export of goods; import and export of technologies; import and export agency; business training (excluding training that requires a license, such as educational training and vocational skills training). (Except for projects that require approval in accordance with the law, business activities shall be carried out independently in accordance with the law with a business license) (No engagement in business activities of projects prohibited or restricted by national and municipal industrial policies.) | Article 15 Upon registration in accordance with the law, the business scope of the Company is: General items: technical services, technology development, technology consulting, technology exchange, technology transfer, and technology promotion; software development; software sales; sales of Category II medical devices; artificial intelligence industry application system integration services; professional design services; information consulting services (excluding licensed information consulting services); wholesale of computer software, hardware and auxiliary equipment; import and export of goods; import and export of technologies; import and export agency; business training (excluding training that requires a license, such as educational training and vocational skills training); Category II value-added telecommunications services. (Except for projects that require approval in accordance with the law, business activities shall be carried out independently in accordance with the law with a business license) (No engagement in business activities of projects prohibited or restricted by national and municipal industrial policies.) |
LETTER FROM THE BOARD
| Before Amendment | After Amendment |
|---|---|
| The above business scope is subject to the items approved by the competent market supervision and administration department. The Company may, in accordance with the law, change its business scope and handle the relevant change procedures based on changes in domestic and foreign markets, business development, and its own capabilities. | The above business scope is subject to the items approved by the competent market supervision and administration department. The Company may, in accordance with the law, change its business scope and handle the relevant change procedures based on changes in domestic and foreign markets, business development, and its own capabilities. |
In addition, the Board proposes that the EGM authorize the Board and any person(s) authorized by the Board to handle matters such as the registration of changes with the administration for industry and commerce and the filing of the Articles of Association in a timely manner after the resolution is considered and approved at the EGM. The specific changes shall be subject to the actual approval and registration by the industrial and commercial administration department.
The Proposed Amendments to the Articles of Association will take effect only after being considered and adopted at the EGM. Prior to that, the current Articles of Association shall remain in effect.
The Company's legal advisers as to Hong Kong laws and PRC laws have each confirmed that the Proposed Amendments to the Articles of Association comply with the requirements of the Listing Rules and are not inconsistent with the laws of the PRC.
The Board considers that the Proposed Amendments to the Articles of Association are in the interests of the Company and the Shareholders as a whole. The Board confirms that there is nothing unusual about the Proposed Amendments to the Articles of Association for a company listed in Hong Kong.
The Proposed Amendments to the Articles of Association are prepared in Chinese, and the English translation is for reference only. In case of any discrepancy between the Chinese version and the English version, the Chinese version shall prevail.
II. THE 2026 FIRST EXTRAORDINARY GENERAL MEETING
The EGM will be held by way of on-site meeting at the conference room of Unisound AI Technology Co., Ltd. (Building N6, BBMG Intelligent Manufacturing Workshop, No. 27 Jiancaicheng Middle Road, Haidian District, Beijing, PRC) on Wednesday, April 8, 2026 at 10:00 a.m. to consider and, if thought fit, to pass the resolution in respect of the matters described above. The notice of the EGM is set out in this circular.
LETTER FROM THE BOARD
For the purpose of determining the list of H Shareholders of the Company entitled to attend and vote at the EGM, the register of members for H Shares of the Company will be closed from Tuesday, March 31, 2026 to Wednesday, April 8, 2026 (both days inclusive), during which period no transfer of H Shares will be registered. H Shareholders whose names appear on the Company's register of members on Wednesday, April 8, 2026 will be entitled to attend and vote at the EGM. In order to be eligible to attend and vote at the EGM, holders of H Shares of the Company must lodge all completed and signed transfer documents, together with the relevant share certificates and other appropriate documents, 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 no later than 4:30 p.m. on Monday, March 30, 2026.
Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.
The resolution to be proposed at the EGM will be voted on by way of poll.
RECOMMENDATION
The Board (including the independent non-executive Directors) considers that the resolution set out in the notice of the EGM for consideration and approval by the Shareholders is in the interests of the Company and the Shareholders as a whole and accordingly recommends the Shareholders to vote in favor of the resolution to be proposed at the EGM.
Yours faithfully,
By Order of the Board
Unisound AI Technology Co., Ltd.
Dr. Huang Wei
Executive Director and General Manager
NOTICE OF THE 2026 FIRST EXTRAORDINARY GENERAL MEETING
石和内
UNISOUND AI TECHNOLOGY CO., LTD.
雲知聲智能科技股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 9678)
NOTICE OF THE 2026 FIRST EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2026 first extraordinary general meeting (the "EGM") of Unisound AI Technology Co., Ltd. (the "Company") will be held by way of on-site meeting at the conference room of Unisound AI Technology Co., Ltd. (Building N6, BBMG Intelligent Manufacturing Workshop, No. 27 Jiancaicheng Middle Road, Haidian District, Beijing, PRC) at 10:00 a.m. on Wednesday, April 8, 2026 for the purposes of considering, and if thought fit, passing the following resolution:
SPECIAL RESOLUTION
- To consider and approve the resolution on the amendments to the Articles of Association and handling the registration of changes with the administration for industry and commerce.
By Order of the Board
Unisound AI Technology Co., Ltd.
Dr. Huang Wei
Executive Director and General Manager
Beijing, the PRC
March 19, 2026
Notes:
- Closure of register of members and the eligibility to attend and vote at the EGM
For the purpose of determining the list of H Shareholders of the Company entitled to attend and vote at the EGM, the register of members for H Shares of the Company will be closed from Tuesday, March 31, 2026 to Wednesday, April 8, 2026 (both days inclusive), during which period no transfer of H Shares will be registered. H Shareholders whose names appear on the Company's register of members on Wednesday, April 8, 2026 will be entitled to attend and vote at the EGM.
NOTICE OF THE 2026 FIRST EXTRAORDINARY GENERAL MEETING
In order to be eligible to attend and vote at the EGM, holders of H Shares of the Company must lodge all completed and signed transfer documents, together with the relevant share certificates and other appropriate documents, 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 no later than 4:30 p.m. on Monday, March 30, 2026.
- Proxy
A shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote in his/her stead. However, the relevant proxy form must specify the class and number of Shares represented by each proxy. Shareholders attending in person or by proxy may cast one vote for each Share held. A proxy need not be a shareholder of the Company but must attend the EGM in person to represent the relevant shareholder. The instrument appointing a proxy must be in writing under the hand of a shareholder or his/her attorney duly authorized in writing. If the shareholder is a corporation, that instrument must be executed either under its common seal or under the hand of its director(s) or duly authorized attorney. If that instrument is signed by an attorney of the shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarized. To be valid, the proxy form and, if such proxy form is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority (if any), must be delivered by the Shareholders not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof (i.e. before 10:00 a.m. on Tuesday, April 7, 2026) to the Company's H Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for H Shareholders), or to the Company's headquarter and principal place of business in the PRC at No. 101-124, 1/F, Building N6, BBMG Intelligent Manufacturing Workshop, No. 27 Xisanqi Jiancaicheng Middle Road, Haidian District, Beijing, PRC (for holders of Domestic Unlisted Shares/Unlisted Foreign Shares). Completion and return of a proxy form will not preclude a shareholder from attending and voting in person at the EGM or any adjournment thereof if he/she so wishes. In such event, the instrument appointing a proxy shall be deemed to be revoked.
- Voting by poll
According to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), any vote of shareholders at a general meeting must be taken by poll except where the chairman decides to allow a resolution which relates to a procedural or administrative matter to be voted on by a show of hands. As such, the resolution set out in this notice of EGM will be voted on by way of poll. Results of the poll will be published on the website of the Company (www.unisound.com) and the HKExnews website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) in accordance with the Listing Rules.
- Other matters
The EGM is expected to last for half a day. Shareholders or their proxies attending the EGM (and any adjournment thereof) shall produce their identity documents. Shareholders or their proxies attending the EGM shall be responsible for their own travelling and accommodation expenses.
- References to times and dates in this notice are to Hong Kong times and dates.