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Sunshine Lake Pharma Co., Ltd. Proxy Solicitation & Information Statement 2026

May 28, 2026

51074_rns_2026-05-28_3fb797b9-c57c-4f72-9b78-ed363856f484.pdf

Proxy Solicitation & Information Statement

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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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (that “AGM”) of Sunshine Lake Pharma Co., Ltd. (the “Company”) will be held at 10 a.m. on Thursday, 18 June 2026 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 28 May 2026.

ORDINARY RESOLUTIONS

  1. To consider and approve the audited consolidation financial statements of the Company and its subsidiaries, and the report of the auditor of the Company, for the year ended 31 December 2025.
  2. To consider and approve the report of the Board of Directors for the year ended 31 December 2025.
  3. To consider and approve the report of the Board of Supervisors for the year ended 31 December 2025.
  4. To consider and approve the 2025 annual report of the Company.
  5. To consider and approve the Resolution on the Election of the second session of the Board.

5.01 To elect Dr. Zhang Yingjun as an executive Director of the second session of the Board of Directors.


5.02 To elect Mr. Jiang Juncai as an executive Director of the second session of the Board of Directors.

5.03 To elect Mr. Zhang Yushuai as a non-executive Director of the second session of the Board of Directors.

5.04 To elect Mr. Tang Xinfa as a non-executive Director of the second session of the Board of Directors.

5.05 To elect Mr. Zhu Yingwei as a non-executive Director of the second session of the Board of Directors.

5.06 To elect Dr. Li Wenjia as a non-executive Director of the second session of the Board of Directors.

5.07 To elect Dr. Li Xintian as an independent non-executive Director of the second session of the Board of Directors.

5.08 To elect Dr. Ma Dawei as an independent non-executive Director of the second session of the Board of Directors.

5.09 To elect Dr. Li Aimei as an independent non-executive Director of the second session of the Board of Directors.

5.10 To elect Dr. Ye Tao as an independent non-executive Director of the second session of the Board of Directors.

  1. To consider and approve the remuneration plan for Directors.

  2. To consider and approve the proposed re-appointment of KPMG as the auditors of the Company for 2026, and to authorize the Board of Directors to fix the remuneration of KPMG for 2026.

SPECIAL RESOLUTIONS

  1. To consider and approve the Resolution on the Amendments to the Articles of Association.

  2. To consider and approve the Resolution on the Amendments to the Rules of Procedure for General Meetings of the Company.

  3. To consider and approve the Resolution on the Amendments to the Rules of Procedure for the Board of Directors of the Company.

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  1. 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 Hong Kong 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 dispose 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;

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(ii) the expiry of the 12-month period from the date of the passing of the relevant resolution at the AGM; 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.

(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.

  1. To consider and approve the granting of a general mandate to the Board to repurchase issued Shares not exceeding 10% of the total issued Shares (excluding Treasury Shares) of the Company as at the date of passing this resolution, during the Relevant Period.

“THAT:

(a) By reference to market conditions and in accordance with needs of the Company, repurchase issued Shares not exceeding 10% of the total number of Shares (excluding Treasury Shares) in issue as at the date when this resolution is passed;


(b) the Board be authorized to (including but not limited to the following):

(i) determine detailed repurchase plan(s), including but not limited to repurchase price, number of Shares to repurchase, timing of repurchase and period of repurchase, etc.;

(ii) open overseas share accounts and carry out the foreign exchange approval and the foreign exchange change registration procedures in relation to transmission of repurchase fund overseas; and

(iii) carry out cancellation procedures for repurchased Shares not held by the Company as Treasury Shares, reduce registered capital of the Company in order to reflect the amount of Shares repurchased in accordance with the authorization received by the Board of Directors under paragraph (a) of this special resolution and make corresponding amendments to the Articles of Association as it thought fit and necessary in order to reflect the reduction of the registered capital of the Company and carry out any other necessary actions and deal with any necessary matters in order to repurchase relevant Shares in accordance with paragraph (a) of this special resolution.

(c) 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 following the passing of the relevant resolution at the AGM; or

(iii) the date on which the authority conferred by this resolution is revoked or amended by a special resolution of the Shareholders passed at a general meeting.”

Yours faithfully,

By order of the Board

Sunshine Lake Pharma Co., Ltd.

Dr. Zhang Yingjun

Chairman

Dongguan, the PRC

28 May 2026


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Notes:

  1. The resolution to be proposed at the AGM shall be voted on by poll.

  2. In order to determine the list of Shareholders entitled to attend and vote at the AGM, the registers of members of the Company will be closed from Monday, 15 June 2026 to Thursday, 18 June 2026 (both days inclusive), during which no transfer of shares will be registered. Shareholders whose names appear on the registers of members of the Company on Monday, 15 June 2026 shall be entitled to attend and vote at the AGM. In order for the Shareholders to qualify to attend and vote at the AGM, all transfers accompanied by the relevant share certificates must be lodged with 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 of the Company, or the Company's H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for holders of H shares of the Company by 4:30 p.m. on Friday, 12 June 2026 for registration.

  3. Shareholders who are entitled to attend and vote at the AGM 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.

  4. 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.

  5. 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 AGM.

  6. Shareholders or their proxies attending the AGM shall produce their proofs of identity.

  7. The AGM is expected to last for no more than half a day. Shareholders or their proxies attending the AGM are responsible for their own transportation and accommodation expenses.

  8. All times refer to Hong Kong local time, except as otherwise stated.

As at the date of this notice, the executive Directors are Dr. ZHANG Yingjun and Dr. LI Wenjia, the non-executive Directors are Mr. ZHANG Yushuai, Mr. TANG Xinfa, Mr. ZHU Yingwei, Mr. ZENG Xuebo, Ms. DONG Xiaowei and Ms. WANG Lei, and the independent non-executive Directors are Dr. LI Xintian, Dr. MA Dawei, Dr. YIN Hang Hubert, Dr. LIN Aimei and Dr. YE Tao.