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TYK Medicines, Inc Proxy Solicitation & Information Statement 2025

Oct 14, 2025

50580_rns_2025-10-14_f6c32594-a476-4114-b1ff-844d854df813.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 announcement, 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 announcement.

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同源康醫藥

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)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;

PROPOSED ABOLISHMENT OF THE BOARD OF SUPERVISORS;

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE

BOARD OF DIRECTORS;

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE

SHAREHOLDERS' GENERAL MEETINGS; AND

PROPOSED ADOPTION OF THE 2025 H SHARE INCENTIVE SCHEME

This announcement is made by TYK Medicines, Inc (浙江同源康醫藥股份有限公司) (the "Company") pursuant to Rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") in relation to the proposed amendments to the articles of association of the Company (the "Articles of Association") and the proposed adoption of the 2025 H Share Incentive Scheme (the "2025 H Share Incentive Scheme") of the Company.

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION AND PROPOSED

ABOLISHMENT OF THE BOARD OF SUPERVISORS

The board of directors (the "Board") of the Company hereby proposes to make certain amendments to the Articles of Association (the "Proposed Amendments to the Articles") to reform the organizational structure, strengthen the protection of the rights and interests of small and medium shareholders of the Company (the "Shareholders"), abolish the board of Supervisors of the Company (the "Board of Supervisors") and provide that the Audit Committee of the Board shall exercise the powers and functions of the Board of Supervisors in line with revised Company Law of the People's Republic of China which came into effect on July 1, 2024.

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD MEETINGS AND PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE SHAREHOLDERS' MEETINGS

In line with the Proposed Amendments to the Articles, the Board hereby also proposes to make certain amendments to the Rules of Procedure for the Board of Directors of the Company (the "Rules of Procedure for the Board of Directors") and the Rules of Procedure for Shareholders' General Meetings of the Company (the "Rules of Procedure for Shareholders' General Meetings").


PROPOSED ADOPTION OF THE 2025 H SHARE INCENTIVE SCHEME

The Board hereby proposes the adoption of the 2025 H Share Incentive Scheme. The 2025 H Share Incentive Scheme constitutes a scheme referred to in Chapter 17 of the Listing Rules involving existing shares of the Company.

The Proposed Amendments to the Articles, the proposed abolishment of the Board of Supervisors and the proposed adoption of the 2025 H Share Incentive Scheme are subject to the consideration and approval of the Shareholders by way of special resolutions at the forthcoming extraordinary general meeting (the “EGM”) of the Company while the proposed amendments to the Rules of Procedure for the Board of Directors and the Rules of Procedure for Shareholders’ General Meetings are subject to the consideration and approval of the Shareholders by way of ordinary resolutions at the forthcoming EGM.

A circular containing, among others, details in respect of the Proposed Amendments to the Articles, the proposed abolishment of the Board of Supervisors, the proposed amendments to the Rules of Procedure for the Board of Director, the proposed amendments to the Rules of Procedure for Shareholders’ General Meetings and the proposed adoption of the 2025 H Share Incentive Scheme, together with the notice of the EGM and the related proxy form, will be sent to the Shareholders in the manner as they elect to receive corporate communications in due course.

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, October 14, 2025

As at the date of this announcement, the Board comprises Dr. WU Yusheng as executive Director, Dr. LI Jun, Dr. GU Eric Hong, Dr. JIANG Mingyu, Mr. HE Chao and Dr. ZHU Xiangyang as non-executive Directors, and Dr. LENG Yuting, Dr. XU Wenqing and Dr. SHEN Xiuhua as independent non-executive Directors.

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