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USAS Building System (Shanghai) Co., Ltd. Proxy Solicitation & Information Statement 2026

Apr 24, 2026

50749_rns_2026-04-23_0dc5997e-d0e2-459d-bdf0-69cca776928c.pdf

Proxy Solicitation & Information Statement

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USAS

興取股份

USAS Building System (Shanghai) Co., Ltd.

美聯鋼結構建築系統(上海)股份有限公司

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

(Stock Code: 2671)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON FRIDAY, MAY 15, 2026

I/We (Note 1)

of

being the registered holder(s) of $(\text{Note2})$ H shares of USAS Building System (Shanghai) Co., Ltd. (the

"Company") HEREBY APPOINT THE CHAIRMAN OF THE MEETING or (Note 3)

of

as my/our proxy(ies) to attend and act for me/us at the annual general meeting (the "AGM") (and any adjournment thereof) of the Company to be held on Friday, May 15, 2026 at 10 a.m. at Jixiang Hall, Shanghai Jinfeng Hotel, No. 237 Rongmei Road, Songjiang District, Shanghai, China for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice of AGM (the "Notice") and at such meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolution as indicated below.

ORDINARY RESOLUTIONS For (Note 5) Against (Note 5) Abstain (Note 5)
1. To consider and approve the 2025 Report of the Board.
2. To consider and approve the 2025 Report of the Supervisors.
3. To consider and approve the 2025 Audited Consolidated Financial Statements.
4. To consider and approve the 2025 Annual Report.
5. To consider and approve the 2025 Final Profit Distribution Plan.
6. To consider and review the remuneration disbursement for the 2025 and approve the remuneration of the Directors for 2026.
7. To consider and approve the re-appointment of auditors.
SPECIAL RESOLUTIONS For (Note 5) Against (Note 5) Abstain (Note 5)
8. To consider and approve Proposed Grant of General Mandate to Repurchase H Shares.
9. To consider and approve Proposed Grant of General Mandate to Issue H Shares.
10. To consider and approve the provision of guarantee for the application of credit facility by a wholly-owned subsidiary from banks.
11. To consider and approve the abolishment of the Supervisory Committee and the amendments to the Articles of Association.

Dated this __ day of __ 2026

Signature(s) (Note 6): __


Notes:

  1. Please insert full name(s) and address(es) as shown in the register of members of the Company in BLOCK LETTERS.

  2. Please insert the number of shares registered in your name(s) to which this proxy form relates. If no number of shares is inserted, this proxy form will be deemed to relate to all shares registered in your name(s).

  3. If any proxy other than the chairman of the meeting is preferred, please strike out the words “THE CHAIRMAN OF THE MEETING or” and insert the name and address of the proxy desired in the space provided. A shareholder entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a shareholder of the Company but must attend the AGM in person to represent you. Such proxies may only exercise their voting rights in a poll. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGNS IT.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED “Against”. IF YOU WISH TO ABSTAIN, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED “Abstain”. If no direction is given, your proxy may vote or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM. Any vote which is not filled or filled wrongly or with unrecognizable writing or not casted will be deemed as having been waived by you and the corresponding vote will be counted as “Abstained”.

  5. This proxy form must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be executed either under its common seal or under the hand of its director(s) or duly authorized attorney. If the proxy form is signed by an attorney of the shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarised.

  6. In case of registered joint holders of any shares, any one of such registered joint holders may vote at the AGM, either personally or by proxy, in respect of such shares as if he/she is solely entitled thereto. However, if more than one of such joint holders are present at the AGM, either personally or by proxy, the vote of the joint holder whose name stands first on the register of members, whether in person or by proxy, will be accepted to the exclusion of the votes of other joint holder(s).

  7. In order to be valid, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authorisation document on behalf of the appointer, a notarially certified copy of that power of attorney or other authorisation document, must be deposited with the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 24 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude a shareholder from attending and voting in person at the AGM or any adjournment thereof if he/she so wishes. Shareholders and shareholder proxies are required to produce identity proof when attending the AGM (and any adjournment thereof).

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 (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 Computershare Hong Kong Investor Services Limited at the above address.