Shanghai Able Digital Science&Tech Co., Ltd. (“Able Digital”) published its revised Articles of Association dated June 2026, outlining key provisions on share capital, corporate governance, profit distribution and investor protections.
Capital Structure • Registered capital is set at RMB 66.67 million, divided into 66.67 million ordinary shares with a par value of RMB 1.00 each. • Upon listing on 8 December 2025, the company issued 6.67 million H-shares in Hong Kong; domestic shares remain unlisted. • Conversion of domestic shares to H-shares can proceed without further shareholder approval, subject to CSRC filing and Hong Kong Stock Exchange consent. • Share buy-backs are permitted for specific purposes—such as employee incentives, capital reduction or bond conversion—provided the cumulative amount does not exceed 10% of total issued shares and all statutory procedures are met.
Shareholder Rights and Protection • Shareholders holding ≥3% of shares for at least 180 consecutive days may inspect accounting records and demand legal action against directors or senior managers for misconduct. • Related shareholders must abstain from voting on connected transactions; resolutions require more than half— or, for special matters, two-thirds—of non-related shareholders’ votes.
Governance Framework • Board of Directors: 5–19 members, with at least three independent directors (≥one must possess appropriate accounting or financial expertise). Directors serve three-year terms and are subject to re-election; independent directors are limited to nine consecutive years. • Supervisory Committee: three members, including at least one-third employee representatives, empowered to convene shareholder meetings under defined circumstances and to investigate corporate affairs. • Key executives include a general manager (legal representative), deputy general managers, CFO and board secretary. Senior managers are barred from holding posts in controlling shareholders and may not receive remuneration from them.
Profit Distribution Policy • The company adopts a “proactive” dividend approach, emphasising cash payouts while safeguarding long-term development. • Annually, at least 10% of after-tax profit is transferred to the statutory reserve until it reaches 50% of registered capital. • Remaining distributable profit, after loss recovery and reserve allocations, is paid pro-rata to all shareholders. • Cash dividends must be distributed within two months following shareholder approval; undistributed profits require disclosure and justification.
Mergers, Capital Changes and Liquidation • Detailed procedures govern mergers, divisions, capital increases or reductions, and dissolution. • Creditors must be notified within 10 days and publicly informed within 30 days of resolutions on mergers, divisions or capital reductions. • A liquidation committee—comprising directors unless otherwise decided—must be formed within 15 days when dissolution grounds arise.
Effective Date The revised Articles take effect from the date of the company’s H-share listing on the Hong Kong Stock Exchange and supersede all previous versions.