Shanghai Able Digital Science&Tech Co., Ltd. (Able Digital, stock code: 02687) has published its “Rules of Procedure for the General Meeting,” detailing a complete framework for convening and conducting shareholder meetings as the company prepares for its H-share listing on the Hong Kong Stock Exchange (HKEX).

Key Features of the New Rules:

1. Meeting Classification and Timing • Annual general meetings (AGMs) must be held once a year within six months after the end of the previous fiscal year. • Extraordinary general meetings (EGMs) must be convened within two months if triggers such as a board vacancy exceeding statutory limits, cumulative losses reaching one-third of share capital, or a written request by shareholders holding over 10% of voting shares occur.

2. Expanded Rights to Convene Meetings • Independent non-executive directors, the supervisory committee, or shareholders owning more than 10% of voting shares may demand an EGM. • If the board fails to respond within 10 days, the supervisory committee or qualifying shareholders can convene and preside over the meeting themselves.

3. Proposal Submission Thresholds • The board, the supervisory committee, or shareholders with at least 1% of shares may submit resolutions. • Shareholders holding over 1% may add ad-hoc proposals up to 10 days before the meeting; these must have clear subjects and actionable resolutions.

4. Notice Requirements • AGM notices must be issued 20 days in advance; EGM notices, 15 days. • Notices must specify meeting logistics, agenda, voting procedures (including online options), and full disclosure of proposal details, especially for director or supervisor elections.

5. Voting Mechanics and Minority Protection • One share equals one vote; company-held treasury shares carry no voting rights. • Separate vote counts for minority investors are mandated on key matters such as profit distribution, major transactions, and equity incentive plans, with results disclosed promptly. • Related/connected shareholders must abstain from voting on interested-party transactions; their votes are excluded from totals.

6. Election of Directors and Supervisors • Director candidates are nominated by the board; independent director nominees may also come from the supervisory committee or shareholders with ≥1% stakes. • Non-employee supervisor candidates can be nominated by the board, supervisory committee, or shareholders with ≥3% stakes; employee supervisors are elected by staff. • Elections adopt a cumulative voting system, allowing shareholders to allocate votes proportionally across candidates.

7. Legal Oversight and Transparency • A qualified lawyer must attend meetings to assess legality of procedures, participant eligibility, and voting outcomes. • Detailed minutes, vote counts, and resolutions must be archived for at least ten years and disclosed in accordance with HKEX requirements.

8. Amendments and Effective Date • The rules require shareholder approval for amendments and will take effect upon completion of Able Digital’s initial public offering of H shares and listing on HKEX. • The board is authorized to interpret the rules, ensuring alignment with PRC laws, the Securities Law, and HKEX Listing Rules.

These guidelines aim to bolster corporate governance, protect minority shareholder interests, and align Able Digital’s practices with regulatory standards as the company advances toward its Hong Kong listing.