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TYK Medicines, Inc — Proxy Solicitation & Information Statement 2025
May 29, 2025
50580_rns_2025-05-29_9a9696d2-598c-4842-ac03-3b50f70cdc21.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.

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 2024 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2024 annual general meeting (the "AGM") of TYK Medicines, Inc (the "Company") will be held at the 8th Floor, Building T2, China Eastern Binjiang Center, No. 277 Longlan Road, Xuhui District, Shanghai, PRC on Thursday, June 26, 2025 at 1:00 p.m. to consider and, if thought fit, pass the following resolutions. Unless otherwise requires, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated May 29, 2025.
ORDINARY RESOLUTIONS
- To consider and approve the report of the Directors for the year 2024.
- To consider and approve the report of the Board of Supervisors for the year 2024.
- To consider and approve the annual report for the year 2024.
- To consider and approve the audited financial statements for the year 2024.
- To consider and approve the remuneration of the Directors and the Supervisors for the year 2025.
- To consider and approve the appointment of Dr. Zhu Xiangyang as a non-executive Director.
- To consider and approve the re-appointment of Ernst & Young as the auditors and to authorize the Board to fix their remuneration.
- To consider and approve the profit distribution plan for the year 2024.
SPECIAL RESOLUTIONS
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To consider and approve the Issue Mandate to issue Shares.
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To consider and approve the Repurchase Mandate to repurchase H Shares.
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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
May 29, 2025
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Notes:
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All resolutions at the AGM 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 AGM.
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Any shareholder entitled to attend and vote at the AGM 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. If a shareholder of the Company appoints more than one proxy, such proxies shall only exercise their voting rights by a poll. For the avoidance of doubt, holders of treasury shares (if any) shall abstain from voting on the relevant treasury shares at the AGM in accordance with the requirements of the Listing Rules.
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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, Wanchai, Hong Kong (for holders of H shares), at least 24 hours before the AGM (i.e. before 1:00 p.m. on Wednesday, June 25, 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 AGM or any adjourned meeting thereof should he/she so wish.
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For the purpose of determining the holders of H shares who are entitled to attend and vote at the forthcoming AGM, the H share register of members of the Company will be closed from June 23, 2025 to June 26, 2025 (both dates inclusive), during which, no transfer of H shares will be registered. In order to be eligible to attend and vote at the AGM, all completed transfer documents (which shall be 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 June 20, 2025 for registration.
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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 shares as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the AGM, 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.
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A shareholder or his/her/its proxy should produce proof of identity when attending the AGM.
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The AGM 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.
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Shareholders may contact the Company at [email protected] or [email protected] for any enquiries in respect of the AGM.
As at the date of this notice, the Board comprises Dr. WU Yusheng and Dr. JIANG Mingyu as executive Directors, Dr. LI Jun, Dr. GU Eric Hong, Dr. MENG Xiaoying and Mr. HE Chao as non-executive Directors, and Mr. ZHANG Senquan, Dr. LENG Yuting, Dr. XU Wenqing and Dr. SHEN Xiuhua as independent non-executive Directors.