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TYK Medicines, Inc Proxy Solicitation & Information Statement 2024
50580_rns_2024-12-19_331377ac-c857-4fc9-ad0f-0c95ac268dd8.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in TYK Medicines, Inc (浙江同源康醫藥股份有限公司), you should at once hand this circular and the accompanying form(s) of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
同源康醫藥 TYK medicines
TYK Medicines, Inc
浙江同源康醫藥股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2410)
(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;
(2) PROPOSED ADJUSTMENT TO REMUNERATION OF THE EXECUTIVE DIRECTORS AND THE INDEPENDENT NON-EXECUTIVE DIRECTORS;
(3) PROPOSED PURCHASE OF FIXED ASSETS;
(4) PROPOSED ESTABLISHMENT OF A WHOLLY-OWNED SUBSIDIARY IN HONG KONG;
(5) PROPOSED AUTHORIZATION TO THE BOARD IN RESPECT OF EXTERNAL INVESTMENT AND ACQUISITION AND DISPOSAL OF ASSETS;
(6) PROPOSED ESTABLISHMENT OF A WHOLLY-OWNED SUBSIDIARY FOR MACROMOLECULAR DRUG R&D AND
(7) NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2025
Capitalized terms used in this cover page shall have the same meanings as defined in this circular.
A letter from the Board is set out on pages 3 to 9 of this circular.
The Company will convene and hold the EGM at 8th Floor, Building T2, China Eastern Binjiang Center, No. 277 Longlan Road, Xuhui District, Shanghai, the PRC at 1:00 p.m. on Friday, January 3, 2025. The notice of the EGM is set out on pages EGM-1 to EGM-3 of this circular. The proxy form for use at the EGM is enclosed herein, which was also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.tykmedicines.com).
Whether or not you intend to attend and/or vote at the EGM in person, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the proxy form to the H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (in case of holders of H Shares), or to the office of the Company in the PRC at 8th Floor, Building T2, China Eastern Binjiang Center, No. 277 Longlan Road, Xuhui District, Shanghai, the PRC (in case of holders of Unlisted Shares) as soon as possible and in any event, not later than 24 hours before the time appointed for holding the EGM (i.e. 1:00 p.m. on Thursday, January 2, 2025) or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof (as the case may be) should you so wish, and in this case, the proxy form should be deemed to be revoked.
Reference to times and dates in this circular are to Hong Kong local times and dates.
December 19, 2024
TABLE OF CONTENTS
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
APPENDIX I - PROPOSED AMENDMENTS TO THE ARTICLES
OF ASSOCIATION ... 10
NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING
OF 2025 ... EGM-1
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"Articles of Association" the articles of association of the Company
"Board" the board of Directors
"Changxing Caiyuan" Changxing Caiyuan Enterprise Management Partnership (Limited Partnership)* (長興彩源企業管理合夥企業(有限合夥)), a limited partnership established in the PRC on July 19, 2023, one of the ESOP Platforms and controlling shareholders of the Company
"Changxing Gangyuan" Changxing Gangyuan Enterprise Management Partnership (Limited Partnership)* (長興罡源企業管理合夥企業(有限合夥)), a limited partnership established in the PRC on July 18, 2023, one of the ESOP Platforms and controlling shareholders of the Company
"Changxing Liyuan" Changxing Liyuan Enterprise Management Partnership (Limited Partnership)* (長興利源企業管理合夥企業(有限合夥)), a limited partnership established in the PRC on June 29, 2018 and one of the controlling shareholders of the Company
"Company" TYK Medicines, Inc (浙江同源康醫藥股份有限公司), a joint stock company incorporated in the PRC with limited liability on November 2, 2017
"connected person" has the meaning ascribed to it under the Listing Rules
"controlling shareholder" has the meaning ascribed to it under the Listing Rules
"Director(s)" the director(s) of the Company
"EGM" the first extraordinary general meeting of 2025 of the Company or any adjournment thereof to be convened at 8th Floor, Building T2, China Eastern Binjiang Center, No. 277 Longlan Road, Xuhui District, Shanghai, the PRC at 1:00 p.m. on Friday, January 3, 2025
"ESOP Platforms" Changxing Caiyuan and Changxing Gangyuan
- 1 -
- 2 -
DEFINITIONS
“H Share(s)”
ordinary share(s) in the ordinary share capital of the Company, with a nominal value of RMB1.00 each, which are listed on the Stock Exchange
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“Independent Third Party”
person independent from the Company and its connected persons
“Listing Rules”
the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange
“PRC”
the People’s Republic of China, for the purpose of this circular, excluding Hong Kong, Macau and Taiwan
“PRC Company Law”
the Company Law of the People’s Republic of China (《中華人民共和國公司法》)
“RMB”
Renminbi, the lawful currency of the PRC
“Share(s)”
the ordinary share(s) in the share capital of the Company, including Unlisted Share(s) and H Share(s)
“Shareholder(s)”
holder(s) of the Share(s)
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“Supervisor(s)”
supervisor(s) of the Company
“Tetranov Pharmaceutical”
Tetranov Pharmaceutical (Zhengzhou) Co., Ltd.* (鄭州泰基鴻諾醫藥股份有限公司), a company incorporated in the PRC with limited liability on November 26, 2007 and one of the controlling shareholders of the Company
“Unlisted Share(s)”
ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which is not listed or traded on any stock exchange
“US$”
United States dollars, the lawful currency of the United States
“%”
per cent
- For identification purpose only
LETTER FROM THE BOARD
同源康醫藥 TYK medicines
TYK Medicines, Inc
浙江同源康醫藥股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2410)
Executive Directors:
Dr. Wu Yusheng (Chairperson and chief executive officer)
Dr. Jiang Mingyu
Non-executive Directors:
Dr. Li Jun
Dr. Gu Eric Hong
Dr. Meng Xiaoying
Mr. He Chao
Dr. Ding Zhao
Independent Non-executive Directors:
Mr. Zhang Senquan
Dr. Leng Yuting
Dr. Xu Wenqing
Dr. Shen Xiuhua
Registered office and headquarters:
Room 1403-2, Floor 14, Tower A
Changxing World Trade Building
No. 1278 Mingzhu Road
Changxing Economic Development Zone
Huzhou
Zhejiang Province
PRC
Principal Place of Business in the PRC:
8th Floor, Building T2
China Eastern Binjiang Center
No. 277 Longlan Road
Xuhui District
Shanghai
PRC
Principal place of business in Hong Kong:
Room 1901, 19/F, Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
December 19, 2024
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;
(2) PROPOSED ADJUSTMENT TO REMUNERATION OF THE EXECUTIVE DIRECTORS AND THE INDEPENDENT NON-EXECUTIVE DIRECTORS;
(3) PROPOSED PURCHASE OF FIXED ASSETS;
(4) PROPOSED ESTABLISHMENT OF A WHOLLY-OWNED SUBSIDIARY IN HONG KONG;
(5) PROPOSED AUTHORIZATION TO THE BOARD IN RESPECT OF EXTERNAL INVESTMENT AND ACQUISITION AND DISPOSAL OF ASSETS;
(6) PROPOSED ESTABLISHMENT OF A WHOLLY-OWNED SUBSIDIARY FOR MACROMOLECULAR DRUG R&D AND
(7) NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2025
LETTER FROM THE BOARD
I. INTRODUCTION
The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the EGM to be held on Friday, January 3, 2025 to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the EGM. For the details of the proposed resolutions at the EGM, please also refer to the Notice of EGM.
II. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
As disclosed in the announcement of the Company dated December 13, 2024, the Board proposed to make relevant amendments to the Articles of Association (i) in view of the Company's business needs; and (ii) reflecting the PRC Company Law which took effect on July 1, 2024.
A special resolution is being proposed at the EGM to consider and approve the proposed amendments to the Articles of Association, details of which are set out in Appendix I to this circular.
Save for the proposed amendments as set out in Appendix I to this circular, the other provisions of the Articles of Association remain unchanged.
III. PROPOSED ADJUSTMENT TO REMUNERATION OF THE EXECUTIVE DIRECTORS AND THE INDEPENDENT NON-EXECUTIVE DIRECTORS
Article 43 of the Articles of Association provides that the Shareholders' general meeting may exercise the function and power, amongst others, to elect and replace Directors and Supervisors which are not appointed as representatives of the employees and to decide on the remuneration of relevant Directors and Supervisors.
Taking into account the contributions made by the executive Directors and independent non-executive Directors to development of the Group and in order to further stimulate the executive Directors and independent non-executive Directors to discharge their duties diligently, better protect the overall interests of the Company and safeguard the legitimate rights and interests of all shareholders, especially minority shareholders, the Board, with reference to the relevant remuneration, allowances and subsidies of other peer companies and after consideration and approval by the remuneration and appraisal committee of the Board, proposes to adjust the remuneration of the executive Directors and independent non-executive Directors (before tax and without taking into account allowance, benefits in kind and discretionary bonus) as follows:
| Director | Title | Remuneration before adjustment | Remuneration after adjustment |
|---|---|---|---|
| Dr. Wu Yusheng | Executive Director | RMB1,347,192 per annum | RMB2,537,143 per annum |
| Dr. Jiang Mingyu | Executive Director | RMB584,400 per annum | RMB738,000 per annum |
LETTER FROM THE BOARD
| Director | Title | Remuneration before adjustment | Remuneration after adjustment |
|---|---|---|---|
| Mr. Zhang Senquan | Independent non-executive Director | RMB10,000 per month | RMB12,000 per month |
| Dr. Leng Yuting | Independent non-executive Director | RMB10,000 per month | RMB12,000 per month |
| Dr. Xu Wenqing | Independent non-executive Director | RMB10,000 per month | RMB12,000 per month |
| Dr. Shen Xiuhua | Independent non-executive Director | RMB10,000 per month | RMB12,000 per month |
An ordinary resolution is being proposed at the EGM to consider and approve the proposed adjustment to the remuneration of each of the executive Directors and independent non-executive Directors.
IV. PROPOSED PURCHASE OF FIXED ASSETS
On December 13, 2024, the Board passed a resolution to, through its wholly-owned subsidiary, TYK Medicines (Zhengzhou) Co., Ltd.* (鄭州同源康醫藥有限公司), purchase certain fixed assets (including properties and facilities) located in an industrial park in Zhengzhou, Henan Province from an Independent Third Party to support the Company's daily research and development and operation at a consideration of no more than RMB10,672,000 (the "Asset Purchase"). As the applicable percentage ratios for the Asset Purchase was less than 5%, such transaction does not constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules and therefore is not subject to the notification and announcement requirements under Chapter 14 of the Listing Rules. However, according to the Articles 110(8) of the Articles of Association, the Board shall, amongst others, decide on the Company's acquisition of assets within the scope authorized by the Shareholders' general meeting, and therefore the Asset Purchase is subject to the Shareholders' approval.
An ordinary resolution is being proposed at the EGM to consider and approve the Asset Purchase.
V. PROPOSED ESTABLISHMENT OF A WHOLLY-OWNED SUBSIDIARY IN HONG KONG
According to the Company's development and business needs, the Company proposed to newly establish a wholly owned subsidiary in Hong Kong ("Hong Kong Subsidiary") with the following main proposals: (i) the proposed business scope of the Hong Kong Subsidiary will be technology development, transfer and services of new drugs, medical devices, healthcare products and pharmaceutical intermediates, drug contract manufacturing, drug production, medical research and experimental development, information consulting services, drug trade, etc.; and (ii) the proposed capital contribution to be made by Company to the Hong Kong Subsidiary shall be US$5.0 million.
LETTER FROM THE BOARD
According to Articles 110(8) of the Articles of Association, the Board shall, amongst others, decide on the Company's acquisition of assets within the scope authorized by the Shareholders' general meeting, and therefore, the proposed established of the Hong Kong Subsidiary is subject to the Shareholders' approval.
An ordinary resolution is being proposed at the EGM to consider and approve the establishment of the Hong Kong subsidiary.
VI. PROPOSED AUTHORIZATION TO THE BOARD IN RESPECT OF EXTERNAL INVESTMENT AND ACQUISITION AND DISPOSAL OF ASSETS
In order to strengthen the Company's management of external investment, acquisition and sale of assets, improve the benefits of investment and acquisition, avoid the risks brought by investment and acquisition and effectively and reasonably use the funds, in accordance with the applicable laws and regulations (including the PRC Company Law) and Article 110(8) of the Articles of Association, and taking into account the actual situation of the Company, the Board proposed to seek from the Shareholders an authorization to the Board to handle external investments and acquisition and disposal of assets that meet the following standards:
- Subject to paragraph 2 below, if a transaction meets any of the following criteria, it shall be submitted to the Board for review and approval by the Board before implementation:
(i) the total assets involved in the transaction (if both book value and appraisal value exist, the higher one shall prevail) account for 5% or more of the Company's audited total assets in the most recent period;
(ii) the profit generated from the transaction accounts for 5% or more of the Company's audited net profit (before tax and non-controlling interests) (if any) in the most recent financial year;
(iii) the revenue (if any) attributable to the subject of the transaction (such as equity interest) in the most recent financial year accounts for 5% or more of the Company's audited operating income in the most recent financial year;
(iv) the net profit (before tax and non-controlling interests) (if any) attributable to the subject of the transaction (such as equity interest) in the most recent financial year accounts for 5% or more of the Company's audited net profit (before tax and non-controlling interests) in the most recent financial year;
(v) the consideration for the subject of the transaction accounts for 5% or more of the Company's total market capitalization; and
(vi) the shares to be issued as consideration for the subject of the transaction exceed 5% or more of the total number of shares issued by the Company (excluding treasury shares).
If any figure involved in the calculation of the above indicators is negative, the absolute value shall be used for calculation.
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LETTER FROM THE BOARD
- If a transaction meets any of the following criteria, it shall be submitted to the Shareholders’ meeting for review and approval after the review and approval by the Board before implementation:
(i) the total assets involved in the transaction (if both book value and appraisal value exist, the higher one shall prevail) account for 25% or more of the Company’s audited total assets in the most recent period;
(ii) the profit generated from the transaction accounts for 25% or more of the Company’s audited net profit (before tax and non-controlling interests) (if any) in the most recent financial year;
(iii) the revenue (if any) attributable to the subject of the transaction (such as equity interest) in the most recent financial year accounts for 25% or more of the Company’s audited operating income in the most recent financial year;
(iv) the net profit (before tax and non-controlling interests) (if any) attributable to the subject of the transaction (such as equity interest) in the most recent financial year accounts for 25% or more of the Company’s audited net profit (before tax and non-controlling interests) in the most recent financial year;
(v) the consideration for the subject of the transaction accounts for 25% or more of the Company’s total market capitalization; and
(vi) the shares to be issued as consideration for the subject of the transaction exceed 25% or more of the total number of shares issued by the Company (excluding treasury shares).
If any figure involved in the calculation of the above indicators is negative, the absolute value shall be used for calculation.
-
A series of transactions completed within 12 months or are related to each other shall be aggregated and treated as one transaction as required under the Listing Rules.
-
Without violating the provisions of laws, regulations, if such transaction does not meet any of the above criteria, it shall be submitted to the chairman of the Board for approval after review and evaluation by the Company’s relevant business departments.
-
Notwithstanding the foregoing provisions, where such transaction constitutes a connected transaction and/or notifiable transaction under the Listing Rules, the Company shall implement such transaction in accordance with the relevant requirements of the Listing Rules and the Articles of Association.
An ordinary resolution is being proposed at the EGM to consider and approve the proposed authorization to the Board in respect of external investment and acquisition and disposal of assets.
LETTER FROM THE BOARD
VII. PROPOSED ESTABLISHMENT OF A WHOLLY-OWNED SUBSIDIARY FOR MACROMOLECULAR DRUG R&D
According to the Company's development and business needs, the Company proposed to newly establish a wholly owned subsidiary (the "New R&D Subsidiary") to engage in macromolecular drug R&D business, with the following main proposals: (i) the proposed business scope of the New R&D Subsidiary will be technology development, transfer and services of new drugs, medical devices, healthcare products and pharmaceutical intermediates, drug contract manufacturing, drug production, medical research and experimental development, information consulting services, drug trade, etc.; and (ii) the proposed capital contribution to be made by Company into the New R&D Subsidiary shall be RMB10.0 million.
According to Articles 110(8) of the Articles of Association, the Board shall, amongst others, decide on the Company's acquisition of assets within the scope authorized by the Shareholders' general meeting, and therefore, the proposed established of the Hong Kong Subsidiary is subject to the Shareholders' approval.
An ordinary resolution is being proposed at the EGM to consider and approve the proposed establishment of the New R&D Subsidiary.
VIII. EGM
The notice convening the EGM at 8th Floor, Building T2, China Eastern Binjiang Center, No. 277 Longlan Road, Xuhui District, Shanghai, the PRC on Friday, January 3, 2025 at 1:00 p.m. is set out on pages EGM-1 to EGM-3 in this circular. For the purpose of determining the holders of H Shares entitled to attend and vote at the EGM, the register of members of H Shares will be closed on Friday, January 3, 2025. Holders of H Shares and holders of Unlisted Shares whose names appear on the register of members of the Company on Friday, January 3, 2025 are entitled to attend and vote at the EGM. In order to qualify for the entitlement to attend and vote at the EGM, H Shareholders must lodge all transfer forms accompanied by the relevant H share certificates with 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, Wan Chai, Hong Kong by no later than 4:30 p.m. on Thursday, January 2, 2025.
The proxy form for use at the EGM is enclosed in this circular and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.tykmedicines.com).
If you intend to attend the EGM by proxy, you are required to return the duly completed accompanying proxy form according to the instructions printed thereon. Shareholders who intend to attend the EGM by proxy are required to duly complete the proxy form and return the same to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (for holders of H Shares) or the office of the Company in the PRC at 8th Floor, Building T2, China Eastern Binjiang Center, No. 277 Longlan Road, Xuhui District, Shanghai, the PRC (for holders of Unlisted Shares) as soon as
LETTER FROM THE BOARD
practicable but in any event not less than 24 hours before the time appointed for holding the EGM (i.e. 1:00 p.m. Thursday, January 2, 2025), or any adjourned meeting thereof (as the case maybe). Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM.
IX. VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except for purely procedural or administrative matters. The chairman of the EGM shall therefore demand that voting on the resolutions set out in the notice of the EGM be taken by way of poll pursuant to the existing Articles of Association.
X. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
XI. GENERAL
To the best of the Director's knowledge, information and belief, and according to applicable PRC law, regulations and regulatory requirements, save for Dr. Wu Yusheng, Changxing Caiyuan, Changxing Gangyuan, Changxing Liyuan and Tetranov Pharmaceutical which are required to abstain from voting on the resolution in relation to adjustment to remuneration of Dr. Wu Yusheng, none of the Shareholders are required to abstain from voting at the EGM.
XII. RECOMMENDATION
The Directors consider that the proposed resolutions are in the interests of the Company and the Shareholders as a whole. As such, the Directors recommend the Shareholders to vote in favour of the resolutions set forth in the notice.
XIII. MISCELLANEOUS
Unless otherwise provided herein, the English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
By order of the Board
TYK Medicines, Inc
浙江同源康醫藥股份有限公司
Dr. Wu Yusheng
Chairman, Executive Director and Chief Executive Officer
APPENDIX I
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Original Articles | Revised Articles |
|---|---|
| CONTENTS | CONTENTS |
| CHAPTER VI CHIEF EXECUTIVE OFFICER AND OTHER SENIOR MANAGEMENT | CHAPTER VI CHIEF EXECUTIVE OFFICER AND OTHER SENIOR MANAGEMENT |
| Article 2 | Article 2 |
| The Company is a joint stock limited company established in accordance with the Company Law and other relevant provisions. | The Company is a joint stock limited company established in accordance with the Company Law and other relevant provisions. |
| The Company is a joint stock limited company sponsored by Tetranov Pharmaceutical (Zhengzhou) Co., Ltd. and Pivot Pharma Tech (Shanghai) Co., Ltd. in accordance with the law. The Company has been registered with Huzhou Administration for Market Regulation and obtained the Business License, with the unified social credit code of 91330500MA2B3D0G3Q. | The Company is a joint stock limited company sponsored by Tetranov Pharmaceutical (Zhengzhou) Co., Ltd. and Pivot Pharma Tech (Shanghai) Co., Ltd. in accordance with the law. The Company has been registered with Huzhou the Administration for Market Regulation of Zhejiang Province and obtained the Business License, with the unified social credit code of 91330500MA2B3D0G3Q. |
| Article 8 The legal representative of the Company is the chairperson of the Board of Directors. If the chairperson of the Board of Directors resigns, he shall be deemed to have resigned as the legal representative at the same time. If the legal representative resigns, the company shall determine a new legal representative within 30 days from the date of the legal representative’s resignation. | Article 8 The legal representative of the Company is the chairperson of the Board of Directors shall be the director who executes corporate affairs. If the director who acts as the legal representative chairperson of the Board of Directors resigns, he shall be deemed to have resigned as the legal representative at the same time. If the legal representative resigns, the company shall determine a new legal representative within 30 days from the date of the legal representative’s resignation. The director who executes corporate affairs is subject to election by the Board. |
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APPENDIX I
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Original Articles | Revised Articles |
|---|---|
| Article 10 Since the effective date, the Articles of Association shall constitute legally binding documents that regulate the organization and activities of the Company, the rights and obligations between the Company and its shareholders and between shareholders inter se, and shall be legally binding on the Company, its shareholders, Directors, supervisors and senior management. Pursuant to the Articles of Association, shareholders may sue shareholders; shareholders may sue Directors, supervisors, chief executive officer and other senior management of the Company; shareholders may sue the Company; and the Company may sue shareholders, Directors, supervisors, chief executive officer and other senior management. | Article 10 Since the effective date, the Articles of Association shall constitute legally binding documents that regulate the organization and activities of the Company, the rights and obligations between the Company and its shareholders and between shareholders inter se, and shall be legally binding on the Company, its shareholders, Directors, supervisors and senior management. Pursuant to the Articles of Association, shareholders may sue shareholders; shareholders may sue Directors, supervisors, chief executive officer the manager (referred to as chief executive officer of the Company, the same hereinafter) and other senior management of the Company; shareholders may sue the Company; and the Company may sue shareholders, Directors, supervisors, chief executive officer the manager and other senior management. |
| Article 11 Other senior management, as referred to herein, shall be the chief executive officer, vice president, secretary to the Board of Directors, financial officer of the Company, and such other senior management as determined by the Board of Directors of the Company. Chief executive officer, as referred to herein, shall be the manager referred to in the Company Law. | Article 11 Other senior management, as referred to herein, shall be the chief executive officer, vice president, secretary to the Board of Directors, financial officer of the Company, and such other senior management as determined by the Board of Directors of the Company. Chief executive officer, as referred to herein, shall be the manager referred to in the Company Law. |
| Article 14 Registered in accordance with the law, the Company's business scope is as follows: technology development, transfer and service of new drugs, medical devices, health products and intermediates of drugs (except for the content of special administrative measures for the entry of foreign investment) (for items subject to approval according to law, approvals from the relevant authorities must be obtained prior to the commencement of operation). | Article 14 Registered in accordance with the law, the Company's business scope is as follows: technology development, transfer and service of new drugs, medical devices, health products and intermediates of drugs, commissioning of pharmaceutical products, production of pharmaceutical products, medical research and experimental development, information and consulting services (except for the content of special administrative measures for the entry of foreign investment) (for items subject to approval according to law, approvals from the relevant authorities must be obtained prior to the commencement of operation). |
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APPENDIX I
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Original Articles | Revised Articles |
|---|---|
| Article 69 All Directors, supervisors and secretary of the Board shall attend shareholders’ general meetings of the Company, and the chief executive officer and other senior management shall be present at the meetings. | Article 69 All Directors, supervisors and secretary of the Board shall attend shareholders’ general meetings of the Company, and the chief executive officer and other senior management shall be present at the meetings. |
| Article 70 The shareholders’ general meeting shall be presided over by the chairperson of the Board of Directors. When the chairperson of the Board of Directors is unable or fails to perform his/her duty, a Director jointly elected by more than half of the Directors shall preside over the meeting. | |
| At a shareholders’ general meeting convened by the Supervisory Committee, the chairperson of Supervisory Committee shall preside over the meeting. When the chairperson of the Supervisory Committee is unable or fails to perform his/her duty, a supervisor jointly elected by more than half of the supervisors shall preside over the meeting. | |
| If a shareholders’ general meeting is convened by shareholders, the convener shall elect a representative to preside over the meeting. | |
| When a shareholders’ general meeting is held, if the chairperson of the meeting violates the rules of procedure, making continuance of the meeting impossible, with the consent of the shareholders holding more than half of the voting rights present at the meeting, the meeting may elect a person to serve as the chairperson of the meeting and the meeting shall continue. | Article 70 The shareholders’ general meeting shall be presided over by the chairperson of the Board of Directors. When the chairperson of the Board of Directors is unable or fails to perform his/her duty, a Director jointly elected by more than half a simple majority of the Directors shall preside over the meeting. |
| At a shareholders’ general meeting convened by the Supervisory Committee, the chairperson of Supervisory Committee shall preside over the meeting. When the chairperson of the Supervisory Committee is unable or fails to perform his/her duty, a supervisor jointly elected by more than half a simple majority of the supervisors shall preside over the meeting. | |
| If a shareholders’ general meeting is convened by shareholders, the convener shall elect a representative to preside over the meeting. | |
| When a shareholders’ general meeting is held, if the chairperson of the meeting violates the rules of procedure, making continuance of the meeting impossible, with the consent of the shareholders holding more than half of the voting rights present at the meeting, the meeting may elect a person to serve as the chairperson of the meeting and the meeting shall continue. |
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APPENDIX I
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Original Articles | Revised Articles |
|---|---|
| Article 75 The shareholders’ general meeting shall have meeting minutes, and secretary to the Board of Directors shall be responsible for the meeting minutes. The meeting minutes shall contain the following contents: | Article 75 The shareholders’ general meeting shall have meeting minutes, and secretary to the Board of Directors shall be responsible for the meeting minutes. The meeting minutes shall contain the following contents: |
| (I) the time, venue of, and the agenda for, the meeting, and the name or title of the convener; | (I) the time, venue of, and the agenda for, the meeting, and the name or title of the convener; |
| (II) names of the chairperson of the meeting and the Directors, supervisors, chief executive officer and other senior management officers attending the meeting or attending the meeting as non-voting attendee; | (II) names of the chairperson of the meeting and the Directors, supervisors, chief executive officer and other senior management officers attending the meeting or attending the meeting as non-voting attendee; |
| (III) the number of shareholders and proxies present at the meeting, the total number of voting shares held and their respective proportions in the total number of shares of the Company; | (III) the number of shareholders and proxies present at the meeting, the total number of voting shares held and their respective proportions in the total number of shares of the Company; |
| (IV) the consideration process, summaries of speeches and voting result for each proposal; | (IV) the consideration process, summaries of speeches and voting result for each proposal; |
| (V) the inquiries or suggestions of the shareholders and the corresponding answers or explanations; | (V) the inquiries or suggestions of the shareholders and the corresponding answers or explanations; |
| (VI) names of the legal counsel (if any), counting officer and monitoring officer; | (VI) names of the legal counsel (if any), counting officer and monitoring officer; |
| (VII) other contents that should be included in the meeting minutes as required by the Articles of Association. | (VII) other contents that should be included in the meeting minutes as required by the Articles of Association. |
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APPENDIX I
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Original Articles | Revised Articles |
|---|---|
| Article 84 Unless the Company is in a crisis or under other special circumstances, the Company shall not, without the approval by special resolutions at a shareholders’ general meeting, enter into contracts with persons other than Directors, the chief executive officer and other senior management officers granting that person responsibility for the management of all or part of the Company’s material business. | Article 84 Unless the Company is in a crisis or under other special circumstances, the Company shall not, without the approval by special resolutions at a shareholders’ general meeting, enter into contracts with persons other than Directors, the chief executive officer and other senior management officers granting that person responsibility for the management of all or part of the Company’s material business. |
| Article 99 ... | |
| Any Director (including a Director who is chief executive officer or other executive Directors) can be removed before the expiry of his/her term of office by an ordinary resolution passed at a shareholders’ general meeting, subject to compliance with the relevant laws and administrative regulations and the regulations of the stock exchange on which the Company’s shares are listed. Such removal shall not affect the rights of such Director to make any claim for damages under any contract. | |
| Chief executive officer or other senior management may serve as the Director concurrently, provided that the Directors who act as chief executive officer or other senior management concurrently shall not exceed one half of the total Directors of the Company. | Article 99 ... |
| Any Director (including a Director who is the chief executive officer or other executive Directors) can be removed before the expiry of his/her term of office by an ordinary resolution passed at a shareholders’ general meeting, subject to compliance with the relevant laws and administrative regulations and the regulations of the stock exchange on which the Company’s shares are listed. Such removal shall not affect the rights of such Director to make any claim for damages under any contract. | |
| Chief executive officer or other senior management may serve as the Director concurrently, provided that the Directors who act as chief executive officer or other senior management concurrently shall not exceed one half of the total Directors of the Company. |
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APPENDIX I
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Original Articles | Revised Articles |
|---|---|
| Article 103 A Director may request to resign before expiry of his term of office. The Director to resign shall submit to the Board of Directors a written report in relation to his resignation. The Board of Directors shall disclose the relevant information within the period stipulated in relevant laws and administrative regulations and the securities regulatory rules in the place where the Company’s shares are listed. | Article 103 A Director may request to resign before expiry of his term of office. The Director to resign shall submit to the Board of Directors a written report in relation to his resignation. The Board of Directors shall disclose the relevant information within the period stipulated in relevant laws and administrative regulations and the securities regulatory rules in the place where the Company’s shares are listed. |
| In the event that the resignation of any Director results in the number of members of the Board of Directors falling below the quorum, the existing Director shall continue to perform his duties in accordance with the laws, administrative regulations, departmental rules, the securities regulatory rules in the place where the Company’s shares are listed and the provisions of the Articles of Association until the re-elected Director assumes office. | In the event that the resignation of any Director results in the number of members of the Board of Directors falling below the quorum, the existing Director shall continue to perform his duties in accordance with the laws, administrative regulations, departmental rules, the securities regulatory rules in the place where the Company’s shares are listed and the provisions of the Articles of Association until the re-elected Director assumes office. |
| Other than the circumstances referred to in the preceding paragraph, the resignation of a Director shall become effective upon submission of his resignation report to the Board of Directors. | Other than the circumstances referred to in the preceding paragraph, the resignation of a Director shall become effective upon submission of his resignation report to the Board of Directors. |
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APPENDIX I
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Original Articles | Revised Articles |
|---|---|
| Article 110 The Board of Directors exercises the following powers: | Article 110 The Board of Directors exercises the following powers: |
| ... | ... |
| (10) to decide on the appointment or dismissal of the Company's chief executive officer, secretary to the Board of Directors and senior management, and decide on matters of remuneration, rewards and punishments; to decide on appointment or dismissal of the Company's vice president, financial officer and other senior management based on nomination by the chief executive officer, and to decide on their remuneration, rewards and punishments; | (10) to decide on the appointment or dismissal of the Company's chief executive officer, secretary to the Board of Directors and senior management, and decide on matters of remuneration, rewards and punishments; to decide on appointment or dismissal of the Company's vice president, financial officer and other senior management based on nomination by the chief executive officer, and to decide on their remuneration, rewards and punishments; |
| ... | ... |
| (15) to listen to the work report of the chief executive officer of the Company and inspect the work of the chief executive officer; | (15) to listen to the work report of the chief executive officer of the Company and inspect the work of the chief executive officer; |
| ... | ... |
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APPENDIX I
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Original Articles | Revised Articles |
|---|---|
| Article 115 The chairperson of the Board of Directors exercises the following powers: | |
| (1) to preside over shareholders’ general meetings and convene and preside over meetings of the Board of Directors; | |
| (2) to supervise and inspect the implementation of resolutions of the Board of Directors; | |
| (3) to sign important documents of the Board of Directors; | |
| (4) to exercise the power of authorized representative; | |
| (5) to exercise the power to handle corporate affairs in accordance with the law and in the interest of the Company in cases of emergency caused by major natural disasters or other force majeure, and report to the Board of Directors and the shareholders’ general meeting thereafter; | |
| (6) other powers authorized by the Board of Directors. | Article 115 The chairperson of the Board of Directors exercises the following powers: |
| (1) to preside over shareholders’ general meetings and convene and preside over meetings of the Board of Directors; | |
| (2) to supervise and inspect the implementation of resolutions of the Board of Directors; | |
| (3) to sign important documents of the Board of Directors; | |
| (4) to exercise the power of authorized representative; | |
| (5) to exercise the power to handle corporate affairs in accordance with the law and in the interest of the Company in cases of emergency caused by major natural disasters or other force majeure, and report to the Board of Directors and the shareholders’ general meeting thereafter; | |
| (6) other powers authorized by the Board of Directors. | |
| Article 116 Where the chairperson is unable to or does not perform his duties, a Director nominated by more than half of the Directors shall perform his duties. | Article 116 Where the chairperson is unable to or does not perform his duties, a Director nominated by more than half a simple majority of the Directors shall perform his duties. |
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APPENDIX I
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Original Articles | Revised Articles |
|---|---|
| Article 120 A notice of the Board meeting shall at least include the following details: | |
| (1) date and venue of the meeting; | |
| (2) duration of the meeting; | |
| (3) purpose and matters to be discussed; | |
| (4) date of issue of the notice. |
Board meetings shall be convened on-site in principle. On the basis of fully safeguarding the rights of Directors to be informed and to express their opinions, and with the consent of the convener and proposer, the meeting may also be convened and resolutions may be passed by voting through video, telephone, written transmission of signatures, e-mail, etc., and signed by the participating Directors. | Article 120 A notice of the Board meeting shall at least include the following details:
(1) date and venue of the meeting;
(2) duration of the meeting;
(3) purpose and matters to be discussed;
(4) date of issue of the notice.
Board meetings shall be convened on-site in principle. On the basis of fully safeguarding the rights of Directors to be informed and to express their opinions, and with the consent of the convener and proposer, the meeting may also be convened and resolutions may be passed by voting through video, telephone, written transmission of signatures, e-mail, etc., and signed by the participating Directors. |
| Article 122 Where a Director, supervisor, chief executive officer and other senior management of the Company is in any way, directly or indirectly, materially interested in an executed or proposed contract, transaction or arrangement with the Company (other than the service contract of such Director, supervisor, chief executive officer and other senior management with the Company), he/she shall declare the nature and extent of his/her interests to the Board of Directors as soon as possible, regardless of whether or not such matters are generally subject to the approval of the Board of Directors. | Article 122 Where a Director, supervisor, chief executive officer and other senior management of the Company is in any way, directly or indirectly, materially interested in an executed or proposed contract, transaction or arrangement with the Company (other than the service contract of such Director, supervisor, chief executive officer and other senior management with the Company), he/she shall declare the nature and extent of his/her interests to the Board of Directors as soon as possible, regardless of whether or not such matters are generally subject to the approval of the Board of Directors. |
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APPENDIX I
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Original Articles | Revised Articles |
|---|---|
| CHAPTER VI CHIEF EXECUTIVE OFFICER AND OTHER SENIOR MANAGEMENT | CHAPTER VI CHIEF EXECUTIVE OFFICER AND OTHER SENIOR MANAGEMENT |
| Article 128 The Company shall have a chief executive officer, who shall be appointed or dismissed by the Board of Directors. | Article 128 The Company shall have a chief executive officer, who shall be appointed or dismissed by the Board of Directors. |
| The Company shall have a number of vice presidents and a financial officer, all of whom shall be appointed or dismissed by the Board of Directors. | The Company shall have a number of four vice presidents and a financial officer, all of whom shall be appointed or dismissed by the Board of Directors. |
| The chief executive officer, vice president, financial officer and secretary to the Board of Directors of the Company are the senior management of the Company. | The chief executive officer, vice president, financial officer and secretary to the Board of Directors of the Company are the senior management of the Company. |
| Article 131 The chief executive officer shall be appointed for a term of 3 years and shall be eligible for reappointment upon expiry of the term. | Article 131 The chief executive officer shall be appointed for a term of 3 years and shall be eligible for reappointment upon expiry of the term. |
| Article 132 The chief executive officer shall be accountable to the Board of Directors and exercise the following functions and powers: | Article 132 The chief executive officer shall be accountable to the Board of Directors and exercise the following functions and powers: |
| (6) to propose to the Board of Directors the appointment or dismissal of the chief executive officer, vice president, financial officer and other senior management of the Company; | (6) to propose to the Board of Directors the appointment or dismissal of the chief executive officer, vice president, financial officer and other senior management of the Company; |
| The chief executive officer shall attend Board meetings. | The chief executive officer shall attend Board meetings. |
| Article 133 The chief executive officer shall formulate working rules of the chief executive officer which shall be implemented after being approved by the Board of Directors. | Article 133 The chief executive officer shall formulate working rules of the chief executive officer which shall be implemented after being approved by the Board of Directors. |
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APPENDIX I
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Original Articles | Revised Articles |
|---|---|
| Article 134 The working rules of the chief executive officer shall include: |
(1) the conditions, procedure and participants of the chief executive officer’s meeting;
(2) specific responsibilities and work allocation of the chief executive officer and other senior management;
(3) use of funds and assets of the Company, scope of authorization to enter into material contracts and reporting policies regarding the Board of Directors and the Supervisory Committee;
(4) other matters which the Board of Directors deems necessary. | Article 134 The working rules of the chief executive officer shall include:
(1) the conditions, procedure and participants of the chief executive officer’s meeting;
(2) specific responsibilities and work allocation of the chief executive officer and other senior management;
(3) use of funds and assets of the Company, scope of authorization to enter into material contracts and reporting policies regarding the Board of Directors and the Supervisory Committee;
(4) other matters which the Board of Directors deems necessary. |
| Article 135 The chief executive officer may resign prior to the expiry of his/her term of office. The specific procedures and methods regarding the resignation of the chief executive officer shall be stated in the employment contract between the chief executive officer and the Company. | Article 135 The chief executive officer may resign prior to the expiry of his/her term of office. The specific procedures and methods regarding the resignation of the chief executive officer shall be stated in the employment contract between the chief executive officer and the Company. |
| Article 138 The circumstances of disqualification of Directors prescribed in Article 98 of the Articles of Association shall be applicable to supervisors.
Directors, chief executive officer and other senior management may not also serve as a supervisor. | Article 138 The circumstances of disqualification of Directors prescribed in Article 98 of the Articles of Association shall be applicable to supervisors.
Directors, chief executive officer and other senior management may not also serve as a supervisor. |
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APPENDIX I
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Original Articles | Revised Articles |
|---|---|
| Article 145 The Company shall have a Supervisory Committee. The Supervisory Committee shall consist of 3 supervisors and have 1 chairperson. The chairperson of the Supervisory Committee shall be elected by votes representing more than half of all the supervisors. The chairperson of the Supervisory Committee shall convene and preside over the meetings of the Supervisory Committee. Where the chairperson of the Supervisory Committee is unable to or does not perform his/her functions and duties, a supervisor jointly elected by more than half of all the supervisors shall convene and preside over the meeting. |
The Supervisory Committee shall comprise supervisors who represent the shareholders and a proper proportion of supervisors who represent the employees, and the proportion of the latter shall be 1/3 or more. The employee representatives of the Supervisory Committee shall be elected by employees of the Company at the employee representatives' meeting, employee meeting or otherwise democratically. | Article 145 The Company shall have a Supervisory Committee. The Supervisory Committee shall consist of 3 supervisors and have 1 chairperson. The chairperson of the Supervisory Committee shall be elected by votes representing more than half of all the supervisors. The chairperson of the Supervisory Committee shall convene and preside over the meetings of the Supervisory Committee. Where the chairperson of the Supervisory Committee is unable to or does not perform his/her functions and duties, a supervisor jointly elected by more than half a simple majority of all the supervisors shall convene and preside over the meeting.
The Supervisory Committee shall comprise supervisors who represent the shareholders and a proper proportion of supervisors who represent the employees, and the proportion of the latter shall be 12/3 or more. The employee representatives of the Supervisory Committee shall be elected by employees of the Company at the employee representatives' meeting, employee meeting or otherwise democratically. |
| Article 147 The Supervisory Committee shall meet at least once every 6 months. A supervisor may propose to convene an extraordinary meeting of Supervisory Committee.
Resolutions of the Supervisory Committee shall be adopted by more than half of the supervisors. | Article 147 The Supervisory Committee shall meet at least once every 6 months. A supervisor may propose to convene an extraordinary meeting of Supervisory Committee.
Resolutions of the Supervisory Committee shall be adopted by more than half a simple majority of the supervisors. |
| Article 197 The Articles of Association shall be effective and come into force from the date on which the overseas listed foreign shares of the Company were listed on the Main Board of The Stock Exchange of Hong Kong Limited. When amended, it shall take effect upon approval by a special resolution at a shareholders' general meeting. | Article 197 The Articles of Association shall be effective and come into force from the date on which the overseas listed foreign shares of the Company were listed on the Main Board of The Stock Exchange of Hong Kong Limited of its adoption at the extraordinary shareholders' general meetings of the Company. When amended, it shall take effect upon approval by a special resolution at a shareholders' general meeting. |
NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2025
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.
同源康醫藥 TYK medicines
TYK Medicines, Inc
浙江同源康醫藥股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2410)
NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2025
NOTICE IS HEREBY GIVEN THAT the first extraordinary general meeting of 2025 (the "EGM") of TYK Medicines, Inc (浙江同源康醫藥股份有限公司) (the "Company") will be held at 8th Floor, Building T2, China Eastern Binjiang Center, No. 277 Longlan Road, Xuhui District, Shanghai, the PRC at 1:00 p.m. on Friday, January 3, 2025 for the purpose of considering and, if though fit, passing the following resolutions. Unless otherwise defined, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated December 19, 2024.
ORDINARY RESOLUTIONS
- To consider and approve the proposed adjustment to remuneration of the executive Directors and the independent non-executive Directors:
(i) To consider and approve the proposed adjustment to remuneration of Dr. Wu Yusheng;
(ii) To consider and approve the proposed adjustment to remuneration of Dr. Jiang Mingyu;
(iii) To consider and approve the proposed adjustment to remuneration of Mr. Zhang Shenquan;
(iv) To consider and approve the proposed adjustment to remuneration of Dr. Leng Yuting;
(v) To consider and approve the proposed adjustment to remuneration of Dr. Xu Wenqing;
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NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2025
(vi) To consider and approve the proposed adjustment to remuneration of Dr. Shen Xiuhua.
- To consider and approve the proposed purchase of fixed assets.
- To consider and approve the proposed establishment of a wholly-owned subsidiary in Hong Kong.
- To consider and approve the proposed authorization to the board of directors in respect of external investment and acquisition and disposal of assets.
- To consider and approve the proposed establishment of a wholly-owned subsidiary for macromolecular drug R&D.
SPECIAL RESOLUTION
- To consider and approve the proposed amendments to the Articles of Association.
By Order of the Board
TYK Medicines, Inc
(浙江同源康醫藥股份有限公司)
Dr. Wu Yusheng
Chairman, Executive Director and Chief Executive Officer
Hong Kong
December 19, 2024
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NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2025
Notes:
-
All resolutions at the EGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of the Company at www.tykmedicines.com and the Stock Exchange at www.hkexnews.hk after the EGM.
-
Any shareholder entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a shareholder of the Company.
-
In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be completed and returned to 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 (for holders of H shares), at least 24 hours before the EGM (i.e. before 1:00 p.m. on Thursday, January 2, 2025) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude a shareholder from attending and voting in person at the EGM or any adjourned meeting thereof should he/she so wish.
-
For the purpose of determining the list of holders of H shares who are entitled to attend the EGM, the H share register of members of the Company will be closed on Friday, January 3, 2025, on which day, no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Thursday, January 2, 2025 for registration.
-
Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the EGM, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall alone be entitled to vote in respect thereof.
-
A shareholder or his/her/its proxy should produce proof of identity when attending the EGM.
-
The EGM is expected to last for no more than half a business day. Shareholders and proxies attending the meeting shall be responsible for their own travel and accommodation expenses.
-
Shareholders may contact the Company at [email protected] or [email protected] for any enquiries in respect of the EGM.
As at the date of this notice, the board of directors of the Company comprises Dr. Wu Yusheng and Dr. Jiang Mingyu as executive directors, Dr. Li Jun, Dr. Gu Eric Hong, Dr. Meng Xiaoying, Mr. He Chao and Dr. Ding Zhao as non-executive directors, and Mr. Zhang Senquan, Dr. Leng Yuting, Dr. Xu Wenqing and Dr. Shen Xiuhua as independent non-executive directors.
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