AI assistant
Sunshine Lake Pharma Co., Ltd. — Proxy Solicitation & Information Statement 2025
Aug 19, 2025
51074_rns_2025-08-19_e0315322-a111-4295-9d4c-5b9953e4e751.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
东映无形
SUNSHINE LAKE PHARMA CO., LTD.
廣東東陽光藥業股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 6887)
NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2025 first extraordinary general meeting (the "EGM") of Sunshine Lake Pharma Co., Ltd. (the "Company") will be held at 10:00 a.m. on Friday, 5 September 2025 at Conference Room, 3/F, Sales Building, Dongyangguang Scientific Park, No. 368 Zhen An Zhong Road, Chang'an County, Dongguan, Guangdong Province, the PRC for the purpose of considering and, if thought fit, approving the following resolution. Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 19 August 2025.
SPECIAL RESOLUTION
- To consider and approve the grant of a general mandate to the Board to allot, issue and dispose of additional Shares and/or sell Treasury Shares of the Company during the Relevant Period in an amount not exceeding 20% of the total number of issued Shares of the Company (excluding Treasury Shares) on the date of passing of this resolution, and to authorise the Board to (1) make corresponding amendments to the Articles of Association of the Company as appropriate to reflect the new share capital structure after the allotment or issue of Shares; and (2) formulate and implement any specific share issue schemes pursuant to any exercise of the general mandate:
"THAT:
(A) (a) Subject to paragraph (c) below and in accordance with the relevant provisions of the Listing Rules, the Articles of Association and applicable laws, rules and regulations of the PRC, the exercise of all the powers of the Company by the Board during the Relevant Period to allot, issue and disposed of, individually or jointly, additional Shares and/or sell Treasury Shares, and to enter into or grant share offers, agreements, options and exchange or conversion rights which may require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) The approval in paragraph (a) above authorises the Board to enter into or grant, during the Relevant Period, share offers, agreements, options and exchange or conversion rights which may require the exercise of such powers after the end of the Relevant Period;
(c) the total number of Shares allotted, issued and disposed of, or conditionally or unconditionally agreed to be allotted, issued and disposed of (whether pursuant to options or otherwise) and Treasury Shares sold pursuant to the approval granted to the Board under paragraph (a) shall not exceed 20% of the total number of Shares in issue (excluding Treasury Shares) as at the date of the passing of this resolution, except for the amount of Shares issued based on: (i) a Rights Issue; or (ii) a scrip dividend or similar arrangement where Shares are allotted in lieu of all or part of dividends on the Shares of the Company pursuant to the Articles of Association; and
(d) For the purposes of this resolution,
the “Relevant Period” refers to the period from the passing of this resolution until the earliest of:
(i) the conclusion of the Company’s next annual general meeting;
(ii) the expiry of the 12-month period from the date of the passing of the relevant resolution at the EGM; or
(iii) the date on which the authority conferred by this resolution is revoked or amended by a special resolution of the Company’s Shareholders passed at a general meeting,
unless the Board decides to issue Shares during the Relevant Period, and such issue of Shares may need to be continued or implemented after the end of the Relevant Period.
“Rights Issue” refers to an offer of Shares to Shareholders whose names appear on the register of members on a fixed record date in proportion to their then-held Shares, during a period agreed by the Directors (subject to the Directors’ discretion to exclude the rights of Shareholders in respect of fractions of Shares or in accordance with any restrictions or obligations under the laws or regulations of any recognised regulatory body or stock exchange in any territory outside of Hong Kong or make other arrangements in this respect as they deem necessary or expedient), and any offer, allotment or issue of Shares by way of a Rights Issue shall have the meaning given accordingly.
- 2 -
(B) The Board is authorised to (1) amend the Articles of Association accordingly as appropriate to reflect the new share capital structure following the allotment or issue of Shares pursuant to subparagraph (a) of paragraph (A) of this resolution; and (2) formulate and implement any specific share issue schemes for the allotment or issue of Shares pursuant to subparagraph (a) of paragraph (A) of this resolution.”
By order of the Board
Sunshine Lake Pharma Co., Ltd.
Dr. Zhang Yingjun
Chairman
Dongguan, the PRC
19 August 2025
As at the date of this notice, the Board comprises: (i) Dr. Zhang Yingjun and Dr. Li Wenjia as executive Directors; (ii) Mr. Zhang Yushuai, Mr. Tang Xinfa, Mr. Zhu Yingwei, Mr. Zeng Xuebo, Ms. Dong Xiaowei, Ms. Wang Lei as non-executive Directors; and (iii) Dr. Li Xintian, Dr. Ma Dawei, Dr. Yin Hang Hubert, Dr. Lin Aimei and Dr. Ye Tao as independent non-executive Directors.
Notes:
-
The resolution to be proposed at the EGM shall be voted on by poll.
-
In order to determine the Shareholders' eligibility to attend the EGM, the register of members of the Company will be closed from Tuesday, 2 September 2025 to Friday, 5 September 2025, both days inclusive, during which period no transfer of H Shares will be registered. All Shareholders whose names appear on the register of members of the Company at the close of business on Tuesday, 2 September 2025, are entitled to attend and vote at the EGM. In order to be entitled to attend and vote at the EGM, holders of H Shares whose transfers of Shares have not been registered shall lodge the transfer instruments together with the relevant share certificates to the Company's Board office at Securities Department, Dongyangguang Scientific Park, No. 368 Zhen An Zhong Road, Chang'an County, Dongguan, Guangdong Province, the PRC (for holders of Domestic Shares) or to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares) no later than 4:30 p.m. on Monday, 1 September 2025.
-
Shareholders who are entitled to attend and vote at the EGM may appoint one or more proxies (the proxies do not need to be the Shareholders of the Company) to attend and vote on their behalf. A proxy need not be a Shareholder. If more than one proxy is appointed, the number and class of Shares in respect of which each such proxy is so appointed shall be specified in the appointment of the proxy.
-
The form of proxy must be signed by a Shareholder or by an authorised person appointed by the Shareholder in writing. If the Shareholder is a legal person, it must be stamped with the seal of the legal person or signed by a Director or duly authorised attorney. If the form is signed by an attorney of the Shareholder, the power of attorney authorising the attorney to sign on it (or other authorisation document) must be notarised.
-
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 Company's Board office at Company at the Securities Department, Dongyangguang Scientific Park, No. 368 Zhen An Zhong Road, Chang'an County, Dongguan, Guangdong Province, the PRC (for holders of Domestic Shares), or
the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares) not less than 24 hours before the time appointed for holding the EGM.
-
Shareholders or their proxies attending the EGM shall produce their proofs of identity.
-
The EGM is expected to last for no more than half a day. Shareholders or their proxies attending the EGM are responsible for their own transportation and accommodation expenses.
-
All times refer to Hong Kong local time, except as otherwise stated.
-
4 -