AI assistant
TYK Medicines, Inc Proxy Solicitation & Information Statement 2026
50580_rns_2026-05-22_8ceb14f4-5d0c-4ec7-a258-c74edf45ccd3.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
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) REPORT OF THE DIRECTORS FOR THE YEAR 2025;
(2) ANNUAL REPORT FOR THE YEAR 2025;
(3) AUDITED FINANCIAL STATEMENTS FOR THE YEAR 2025;
(4) REMUNERATION OF THE DIRECTORS FOR THE YEAR 2026;
(5) RE-APPOINTMENT OF AUDITORS AND TO AUTHORIZE THE BOARD TO FIX THEIR REMUNERATION;
(6) PROFIT DISTRIBUTION PLAN FOR THE YEAR 2025;
(7) RE-ELECTION OF RETIRING DIRECTOR;
(8) BANK CREDIT FACILITY PLAN FOR THE YEAR 2026;
(9) GENERAL MANDATE TO ISSUE SHARES;
(10) GENERAL MANDATE TO REPURCHASE H SHARES;
(11) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND
(12) NOTICE OF THE ANNUAL 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 4 to 13 of this circular.
The Company will convene and hold the AGM on 8th Floor, Building T2, China Eastern Binjiang Center, No. 277 Longlan Road, Xuhui District, Shanghai, the PRC at 2:00 p.m. on Tuesday, June 23, 2026. The notice of the AGM is set out on pages AGM-1 to AGM-3 of this circular. The proxy form for use at the AGM 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 AGM 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 as soon as possible and in any event, not later than 24 hours before the time appointed for holding the AGM (i.e. 2:00 p.m. on Monday, June 22, 2026) 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 AGM 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.
May 22, 2026
TABLE OF CONTENTS
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
APPENDIX I - BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTOR PROPOSED FOR RE-ELECTION ... 14
APPENDIX II - EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE ... 16
APPENDIX III - PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION ... 20
NOTICE OF THE ANNUAL GENERAL MEETING OF 2025 ... AGM-1
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM" or "Annual General Meeting"
an annual general meeting of 2025 of the Company or any adjournment thereof to be convened on 8th Floor, Building T2, China Eastern Binjiang Center, No. 277 Longlan Road, Xuhui District, Shanghai, the PRC at 2:00 p.m. on Tuesday, June 23, 2026
"Articles of Association"
the articles of association of the Company, as amended from time to time
"Board" or "Board of Directors"
the board of Directors
"China" or the "PRC"
the People's Republic of China, for the purposes of this circular only, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan, except where the context requires otherwise
"Company", "we", "us", or "our"
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
"Director(s)"
the director(s) of the Company
"Group"
the Company, its subsidiaries and its consolidated affiliated entities from time to time
"H Share(s)"
ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong Dollars and listed on the Stock Exchange
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
- 1 -
DEFINITIONS
"Issue Mandate"
the general and unconditional mandate proposed to be granted to the Board at the AGM to allot, issue and/or deal with additional H Shares (including any sale or transfer of the treasury shares out of treasury) up to 20% of the total number of issued Shares (excluding the treasury shares, if any) as of the date of passing of the relevant resolution approving such mandate, and as further detailed under the paragraphs headed “General Mandate to Issue Shares” in this circular
"Latest Practicable Date"
May 19, 2026, being the latest practicable date for ascertaining certain information for inclusion in this circular before the publication of this circular
"Listing Date"
August 20, 2024, the date on which the H Shares were listed on the Main Board of the Stock Exchange
"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time
"Repurchase Mandate"
the general and unconditional mandate proposed to be granted to the Board at the AGM to repurchase H Shares during the relevant period not exceeding 10% of the total number of issued H Shares (excluding the treasury shares, if any) as of the date of passing of the relevant resolution approving such mandate, and as further detailed under the paragraphs headed “General Mandate to Repurchase H Shares” in this circular
"RMB"
Renminbi, the lawful currency of the PRC
"SAFE"
the State Administration of Foreign Exchange of the PRC
"SFC"
Securities and Futures Commission of Hong Kong
"Share(s)"
shares of the Company
"Shareholder(s)"
holder(s) of the Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
The Codes on Takeovers and Mergers and Share Buy-backs issued by the SFC as amended from time to time
- 2 -
DEFINITIONS
“treasury shares”
H Shares bought back and held by the Company in treasury, which has the meaning ascribed to it under the Hong Kong Listing Rules
“%”
per cent
- 3 -
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 (吳豫生)
(Chairman of the Board and
Chief Executive Officer)
Non-executive Directors:
Dr. LI Jun (李鈞)
Dr. GU Eric Hong (顧虹)
Dr. JIANG Mingyu (蔣鳴昱)
Mr. HE Chao (何超)
Dr. ZHU Xiangyang (朱向陽)
Independent Non-executive Directors:
Dr. LENG Yuting (冷瑜婷)
Dr. XU Wenqing (許文青)
Dr. SHEN Xiuhua (沈秀華)
Mr. JIANG Xiaolin (江曉林)
Registered Office and Headquarter:
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
May 22, 2026
To the Shareholders
Dear Sir/Madam,
(1) REPORT OF THE DIRECTORS FOR THE YEAR 2025;
(2) ANNUAL REPORT FOR THE YEAR 2025;
(3) AUDITED FINANCIAL STATEMENTS FOR THE YEAR 2025;
(4) REMUNERATION OF THE DIRECTORS FOR THE YEAR 2026;
(5) RE-APPOINTMENT OF AUDITORS AND TO AUTHORIZE THE BOARD TO FIX THEIR REMUNERATION;
(6) PROFIT DISTRIBUTION PLAN FOR THE YEAR 2025;
(7) RE-ELECTION OF RETIRING DIRECTOR;
(8) BANK CREDIT FACILITY PLAN FOR THE YEAR 2026;
(9) GENERAL MANDATE TO ISSUE SHARES;
(10) GENERAL MANDATE TO REPURCHASE H SHARES;
(11) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND
(12) NOTICE OF THE ANNUAL GENERAL MEETING OF 2025
LETTER FROM THE BOARD
I. INTRODUCTION
The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the AGM to be held on Tuesday, June 23, 2026, to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the AGM. For details of the resolutions to be proposed at the AGM, please refer to the notice of the AGM.
At the AGM, ordinary resolutions will be proposed to consider and, if thought fit, approve the following matters:
(1) Report of the Directors for the year 2025;
(2) Annual report for the year 2025;
(3) Audited financial statements for the year 2025;
(4) Remuneration of the Directors for the year 2026;
(5) Re-appointment of Ernst & Young as the auditors and to authorize the Board to fix their remuneration;
(6) Profit distribution plan for the year 2025;
(7) Re-election of Mr. JIANG Xiaolin as an independent non-executive Director; and
(8) Bank credit facility plan for the year 2026.
At the AGM, special resolutions will be proposed to consider and, if thought fit, approve the following matters:
(9) General mandate to issue Shares pursuant to the Issue Mandate;
(10) General mandate to repurchase H Shares pursuant to the Repurchase Mandate; and
(11) Proposed amendments to the Articles of Association.
II. MATTERS TO BE CONSIDERED AT THE AGM
ORDINARY RESOLUTIONS
(1) Report of the Directors for the Year 2025
An ordinary resolution will be proposed at the AGM to consider and approve the report of the Directors for the year 2025, the full text of which is set out in the annual report for the year 2025.
LETTER FROM THE BOARD
(2) Annual Report for the Year 2025
An ordinary resolution will be proposed at the AGM to consider and approve the annual report for the year 2025. The annual report for the year 2025 is available on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.tykmedicines.com).
(3) Audited Financial Statements for the Year 2025
An ordinary resolution will be proposed at the AGM to consider and approve the audited financial statements for the year 2025, the full text of which is set out in the annual report for the year 2025.
(4) Remuneration of the Directors for the Year 2026
An ordinary resolution will be proposed at the AGM to consider and approve the remuneration plan of the Directors for the year 2026, which has been determined in accordance with the Company's internal policies and applicable regulatory requirements.
For the year ending December 31, 2026, the proposed remuneration for each of the independent non-executive Directors is RMB12,000 per month (before tax). Save for the independent non-executive Directors, no other Directors are entitled to any remuneration for serving as Directors. However, they may receive remuneration in accordance with the relevant policies of the Company and upon completion of the necessary approval procedures, in respect of their other roles within the Company or specific services rendered to the Company, if applicable.
(5) Re-appointment of Ernst & Young as the Auditors and to Authorize the Board to Fix their Remuneration
An ordinary resolution will be proposed at the AGM to consider and approve the re-appointment of Ernst & Young to be the auditors of the Company for the year 2026 with the term of office commencing from the date of approval at the AGM until the conclusion of the next annual general meeting of the Company, and to authorize the Board to determine the specific terms for re-appointment, including but not limited to remuneration.
It is currently estimated that the remuneration for the auditor's audit services for the year 2026 will range from RMB2.20 million to RMB2.88 million. The estimate has taken into account, amongst others, the historical fees of the auditor, the expected audit scope and resources required to be committed by the auditor given the Company's business, and remains subject to the mutual agreement of the actual audit fees between the auditor and the Company.
LETTER FROM THE BOARD
(6) Profit Distribution Plan for the Year 2025
An ordinary resolution will be proposed at the AGM to consider and approve the 2025 profit distribution plan. Based on the financial position and business development status of the Company, there was no profit available for distribution as of the date hereof. Therefore, the Board did not recommend the payment of a final dividend to Shareholders for the year ended December 31, 2025.
(7) Re-election of Mr. JIANG Xiaolin as an Independent Non-executive Director
In accordance with Article 99 of the Articles of Association, any person appointed by the Board of Directors to fill up a casual vacancy or as an addition to the Board of Directors shall hold office only until the first annual general meeting after his/her appointment, and shall then be eligible for re-election. Accordingly, Mr. JIANG Xiaolin (“Mr. Jiang”), an independent non-executive Director, shall retire at the AGM and, being eligible, offer himself for re-election.
The Nomination Committee of the Board (the “Nomination Committee”) has reviewed the re-appointment of the aforesaid Director and made recommendations to the Board to propose the re-election of the Director for Shareholders’ approval at the AGM. The Board believes that with the knowledge and experience of Mr. Jiang, he will continue to make valuable contributions to the Board and enhance the diversity of skills and perspectives of the Board. Given that Mr. Jiang, being an independent non-executive Director, has confirmed in writing to the Company of his independence with reference to various factors set out in Rule 3.13 of the Listing Rules, the Board is satisfied with his independence and believes that he is independent.
Accordingly, the Nomination Committee has nominated, and the Board has recommended, Mr. Jiang to stand for re-election at the AGM.
Biographical details of the aforesaid retiring Director proposed for re-election at the AGM (which are required to be disclosed under the Listing Rules) are set out in Appendix I to this circular.
(8) Bank Credit Facility Plan for the Year 2026
In light of the funding needs arising from the overall actual business operations and development of the Company, the Board has considered and approved the Company’s bank credit facility plan for the year 2026, which will be proposed at the AGM for consideration. The Board proposes that the Company and TYK Medicines (Shanghai) Co., Ltd. (上海同源康醫藥有限公司) (“Shanghai TYK”), a wholly-owned subsidiary of the Company, may apply to various banks (including but not limited to China Merchants Bank, China Zheshang Bank, Bank of China, Changxing Rural Commercial Bank, Shanghai Rural Commercial Bank, and Bank of Shanghai) for comprehensive credit facilities with an aggregate amount of not more than RMB300 million for the year 2026,
- 7 -
LETTER FROM THE BOARD
pursuant to which the Company intends to apply for comprehensive credit facilities in an amount of not more than RMB200 million from the aforesaid financial institutions, and Shanghai TYK intends to apply for comprehensive credit facilities in an amount of not more than RMB100 million from the aforesaid financial institutions. Such credit facilities may include, without limitation, working capital loans, letters of credit, and bank acceptance bills. The amounts, terms, and specific types of the comprehensive credit facilities are subject to the final approval of the relevant financial institutions. The credit facilities may be utilized on a revolving basis during the term of the facilities. The comprehensive credit facilities do not represent the actual borrowings. The actual borrowings shall be the amount of financing actually drawn down by the Company and Shanghai TYK from the banks within the credit facility limit as considered and approved by the shareholders' general meeting of the Company.
Pursuant to the credit requirements of various financial institutions, the Company and Shanghai TYK will provide corresponding guarantees for the comprehensive credit facilities within the aforesaid limits. Mutual guarantees may be provided between the Company and Shanghai TYK, with the total guaranteed amount not exceeding RMB300 million. The forms of guarantee include, but are not limited to, credit guarantees (including general guarantees, joint and several guarantees, etc.). Among them, the guarantee to be provided by the Company for Shanghai TYK shall not exceed RMB100 million.
The Board proposes at the AGM that to authorize the Company's legal representative, or an agent authorized by such legal representative, to handle the relevant procedures and to sign all relevant documents (including but not limited to contracts, agreements, receipts, and other instruments) on behalf of the Company within the aforesaid credit facility and guarantee limits. The validity period shall be twelve months commencing from the date of consideration and approval at the AGM.
SPECIAL RESOLUTIONS
(9) General Mandate to Issue Shares
A special resolution will be proposed at the AGM to consider and approve the granting of a general mandate to the Board to allot and issue (including the sale and transfer of any treasury shares) new H Shares not exceeding 20% of the total issued Shares as at the date of the resolution (excluding treasury shares, if any), and in the event that the Company has repurchased Shares previously, the number of such repurchased Shares may be added to the number of new Shares to be issued. This authorization is in the interests of the Company.
Such authorizations shall include but not be limited to the followings:
(a) the terms and conditions of allotment, issuance, and disposal;
LETTER FROM THE BOARD
(b) in the case of a placing or public offering of Shares for cash consideration, the Company shall not issue any Shares under the general mandate if the relevant price is at a discount of 20% or more to the benchmark price of the Shares as defined under Rule 13.36 of the Listing Rules;
(c) to authorize the Board and permit the Board to further authorize the chairperson and its authorized persons to obtain approvals from all relevant government and/or regulatory authorities (where applicable) for the exercise of the general mandate in accordance with applicable laws;
(d) to authorize the Board and permit the Board to authorize the chairperson and its authorized persons to approve, execute, amend, and take or procure all such necessary documents, deeds, and actions as they deem appropriate in connection with the allotment, issuance, and deal with any new Shares under the general mandate, complete the necessary procedures, and take such other necessary actions;
(e) to authorize the Board and permit the Board to further authorize the chairperson and its authorized persons to handle matters related to the allotment, issuance, and deal with such Shares within the validity period upon obtaining approvals, consents, or registration confirmations from regulatory authorities; and
(f) to authorize the Board and permit the Board to authorize the chairperson and its authorized persons to increase the registered capital of the Company upon completion of the allotment and issuance in accordance with the details of such allotment and issuance and the Company's shareholding structure, and to make such appropriate and necessary amendments to the Articles of Association.
Once approved, the general mandate shall take effect upon the passing of the relevant resolution at the AGM and until the earliest of the following dates: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required to be held under the Articles of Association or applicable laws; and (c) the date on which the Shareholders, by way of a special resolution passed in a general meeting, revoke or vary the resolution approving the general mandate.
(10) General Mandate to Repurchase H Shares
The Company will propose a special resolution at the Annual General Meeting for consideration and approval to grant the Board a general mandate to repurchase, at the Board's discretion, up to 10% of the total issued H Shares of the Company (excluding treasury shares, if any) as at the date of the resolution.
Such authorizations shall include but not be limited to the followings:
LETTER FROM THE BOARD
(a) to open a securities account specifically for repurchase and other related securities accounts;
(b) during the Repurchase Mandate period, to strategically repurchase H Shares and determine the timing, price and quantity of the repurchase, as well as the purpose of the repurchased Shares;
(c) to adjust the repurchase implementation plan in accordance with relevant laws and regulations, and handle matters related to Shares repurchase;
(d) according to the relevant laws, regulations and the actual situation of the Company, to determine the cancellation plan of the repurchased H Shares after the completion of the repurchase, and deal with the cancellation of the repurchased Shares and other related matters when necessary;
(e) to prepare, amend, supplement, sign, deliver, submit and implement all agreements, contracts and documents (if applicable) arising out of the repurchase process and file them as required;
(f) to amend the Articles of Association according to the implementation of H Shares repurchase and H Shares cancellation (if necessary), and process the corresponding procedures for the change of industrial and commercial registration when the registered capital is reduced due to the cancellation of repurchased Shares; and
(g) to deal with all matters related to the Shares repurchase that are not expressly listed in the above and take all steps to make the Shares repurchase effective.
According to the Company Law of the PRC (to which the Company is bound), a joint stock limited company incorporated within the PRC shall not repurchase its shares, unless such repurchase falls under one of the following circumstances: (a) the company decreases its registered capital; (b) merging with another company that holds shares in the company; (c) using the shares for employee stock ownership plan or equity incentives; (d) acquiring shares held by shareholders (upon their request) who vote against any resolution proposed in any shareholders' general meeting on the merger or division of the company; (e) using the shares for conversion of corporate bonds issued by the company that are convertible into shares; or (f) it is necessary for the listed company to safeguard its corporate value and shareholders' interests.
The Listing Rules allow shareholders of a PRC joint stock limited company to grant the board of directors a general mandate to repurchase their H shares listed on the Stock Exchange by way of a special resolution at the annual general meeting. As H Shares are traded in HK$ in Hong Kong, any repurchase price of H Shares paid by the Company will be paid in HK$, and the repurchase of H Shares is subject to the approval of the local counterpart of the SAFE and other relevant government departments. According to the
LETTER FROM THE BOARD
requirements of the Articles of Association regarding the reduction of registered capital, if the Company reduces its registered capital, a balance sheet and an inventory of assets shall be prepared. The Company shall notify its creditors within 10 days and publish an announcement in newspapers or National Enterprise Credit Information Publicity System within 30 days after the resolution approving the reduction has been made. The creditors shall have the right to require the Company to repay its debts within 30 days after receiving the notice, or provide corresponding repayment guarantees within 45 days after the announcement if the creditors have not received the notice. If the Company is required to repay any debt under the foregoing, the Company is expected to do so with its internal resources, unless otherwise stated. If the above conditions are not met, the Board will not exercise the Repurchase Mandate.
The exercise of the Repurchase Mandate is subject to satisfaction of the followings:
(a) a special resolution in relation to the grant of the Repurchase Mandate is approved at the AGM;
(b) the Company has obtained approval by and/or completed filing to, the local counterpart of the SAFE (or its successor) and/or other administrative authorities as specified in accordance with the PRC laws and regulations; and
(c) the Company has not been required by any creditor to repay any due debts or provide any guarantee (or if the Company has been so required by any creditor, it has decided at its discretion to repay or provide the guarantee). In accordance with the provisions of the Articles of Association, if the above circumstance occurs, the Company shall repay or provide the guarantee. If the Company decides to repay any debt under the above circumstance, it is expected to repay by its internal resources. If the above conditions are unmet, the Board shall not exercise the Repurchase Mandate.
If the Company repurchases any H Shares under the Repurchase Mandate, the Company will (a) cancel the repurchased H Shares and reduce the registered capital of the Company in accordance with applicable laws and regulations; and/or (b) hold such H Shares as its treasury shares subject to compliance with applicable laws and regulations, the Articles of Association, market conditions and the Company's capital management requirements of the time. If the Company holds treasury shares, any disposal and transfer of such treasury shares shall be conducted based on the terms of the above general mandate, and in accordance with the Listing Rules and the PRC laws and regulations.
In accordance with the Listing Rules, an explanatory statement of the Repurchase Mandate is set out in Appendix II to this circular to provide Shareholders with all requisite information reasonably necessary to enable them to make an informed decision on whether to vote for the resolution of the grant of the Repurchase Mandate to the Board.
- 11 -
LETTER FROM THE BOARD
(11) Proposed Amendments to the Articles of Association
Reference is made to the announcement of the Company dated March 30, 2026 in relation to, among others, the proposed amendments to the Articles of Association.
Pursuant to Rule 13.51(1) of the Listing Rules, the Board proposes to make the following amendments to the existing Articles of Association, in order to, among other things: (i) reflect and comply with the latest regulatory requirements, including the requirements under the Listing Rules regarding hybrid meetings and electronic voting; and (ii) supplement the terms of reference of the Audit Committee, the Nomination Committee, and the Remuneration and Appraisal Committee of the Board. Details of the proposed amendments to the Articles of Association are set out in Appendix III to this circular. Save for the proposed amendments to the Articles of Association set out in Appendix III to this circular, the contents of the other articles of the Articles of Association remain unchanged. The legal advisers to the Company as to the laws of Hong Kong and the laws of the PRC have respectively confirmed that such proposed amendments comply with the requirements of the Listing Rules and the applicable laws of the PRC. The Company also confirms that there is nothing unusual about such proposed amendments for a company incorporated in the PRC and listed on the Stock Exchange.
This resolution has been considered and approved by the Board and will be submitted to the AGM for Shareholders' approval. It is further proposed that the management of the Company and their authorized persons be authorized to handle the subsequent filing of the Articles of Association and other related matters, and that the executive Director be authorized to make minor adjustments and amendments based on the approval opinions of the market supervision and administration authorities.
III. THE AGM
The notice convening the AGM on 8th Floor, Building T2, China Eastern Binjiang Center, No. 277 Longlan Road, Xuhui District, Shanghai, the PRC on Tuesday, June 23, 2026 at 2:00 p.m. is set out on pages AGM-1 to AGM-3 in this circular. In order to determine the holders of H Shares who are entitled to attend and vote at the upcoming Annual General Meeting, the H Share register of the Company will be closed from June 17, 2026 to June 23, 2026 (both dates inclusive), during which no H Share transfer will be registered. To be eligible to attend the Annual General Meeting and vote, all completed transfer documents (accompanied by the relevant share certificates) must be submitted 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, Wan Chai, Hong Kong, for registration before 4:30 p.m. on June 16, 2026. Shareholders whose names appear on the register of members of the Company on Tuesday, June 23, 2026 are entitled to attend and vote at the AGM or any adjournment thereof.
LETTER FROM THE BOARD
The proxy form for use at the AGM 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 AGM 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 AGM 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 as soon as practicable but in any event not less than 24 hours before the time appointed for holding the AGM (i.e. 2:00 p.m. Monday, June 22, 2026), or any adjourned meeting 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 AGM.
IV. 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 AGM shall therefore demand that voting on the resolutions set out in the notice of the AGM be taken by way of poll pursuant to the existing Articles of Association.
V. 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 supplementary circular misleading.
VI. 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.
VII. MISCELLANEOUS
Your attention is also drawn to the additional information set out in the appendix to this circular. 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
- 13 -
APPENDIX I
BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTOR PROPOSED FOR RE-ELECTION
Biographical details of the retiring Director proposed for re-election at the AGM (as required by the Listing Rules) are set out below:
Mr. JIANG Xiaolin (“Mr. Jiang”), aged 61, has served as an independent non-executive Director, the chairman of the Audit Committee, and a member of each of the the Remuneration and Appraisal Committee and the Nomination Committee of the Board since December 12, 2025.
Mr. Jiang has over 36 years of experience in the field of accounting, auditing and financial management. Since October 2025, he has served as the deputy chief accountant of Huzhou Jinling Yongda Accounting Firm (General Partnership) (湖州金陵永達會計師事務所(普通合夥)). Mr. Jiang began his career working for the Changxing County Audit Bureau of Zhejiang Province. From January 2000 to May 2011, he worked at Changxing Yongcheng United Certified Public Accountants (General Partnership) (長興永誠聯合會計師事務所(普通合夥)), where he last served as their chief accountant. Subsequently, from June 2011 to December 2013, he worked at Zhejiang Puhua Certified Public Accountants Co., Ltd. (浙江普華會計師事務所有限公司), where he last served as a department manager. From January 2014 to December 2019, he worked at Zhejiang Henghui Certified Public Accountants Co., Ltd. (浙江恒惠會計師事務所有限公司), where he last served as a department manager. From January 2020 to March 2025, Mr. Jiang worked at Zhejiang Zhengrui Certified Public Accountants (General Partnership) (浙江正瑞會計師事務所(普通合夥)), where he last served as their chief accountant.
Mr. Jiang obtained a bachelor degree in mathematical statistics from Hangzhou University (currently known as Zhejiang University) in July 1989. He is also qualified as a certified public accountant in the People's Republic of China in May 1996.
The Company has entered into a service contract with him, the term of which shall commence from the date of his appointment and end on the expiration of the term of office of the second session of the Board (subject to retirement and re-election as and when required under the articles of association of the Company). Mr. Jiang is entitled to a director’s fee of RMB144,000 per annum (before tax) as specified in the terms of his appointment, which was determined by the Board (the decision of which was based on the recommendation of the Remuneration Committee of the Board) with reference to his duties and responsibilities within the Group and the prevailing market rate for similar position. Such remuneration is subject to review by the Remuneration Committee of the Board from time to time.
Save as disclosed above, Mr. Jiang confirms that (i) he meets the independence criteria pursuant to Rule 3.13 of the Listing Rules; (ii) that he has no past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected person (as defined in the Listing Rules) of the Company; and (iii) that there are no
- 14 -
APPENDIX I
BIOGRAPHICAL DETAILS OF THE RETIRING DIRECTOR PROPOSED FOR RE-ELECTION
other factors that may affect his independence at the time of his appointment. He did not have any relationship with any director, senior management, chief executive, substantial shareholder or controlling shareholder of the Company and hold no other position within the Company and other members of the Group.
Within the meaning of Part XV of the Securities and Futures Ordinance, Mr. Jiang also confirms that he does not have nor is deemed to have any interest in the shares or underlying shares of the Company or its associated corporations, and he has not held any directorship in any other listed public companies whose shares were listed in Hong Kong or any overseas stock exchange in the last three years and he does not have any major appointments or professional qualifications. There is no other matter that needs to be brought to the attention of the shareholders of the Company or The Stock Exchange of Hong Kong Limited and there is no other information which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.
- 15 -
APPENDIX II
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
The following is an explanatory statement required to be issued to the Shareholders under the Listing Rules containing such information as may reasonably be necessary to enable the Shareholders to make an informed decision on whether to vote for or against the special resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.
I. SHARE CAPITAL
As at the Latest Practicable Date, the total number of issued shares of the Company was 380,065,818 H Shares.
Assuming the granting of the Repurchase Mandate as approved by the special resolution and that the issued share capital of the Company remains unchanged from the Latest Practicable Date up to the date of the AGM, the Company may, pursuant to the Repurchase Mandate, repurchase up to a maximum of 38,006,581 H Shares, representing 10% of the total number of H Shares in issue (excluding treasury shares, if any) as of the date of passing the resolution approving the Repurchase Mandate, for a period of time commencing from the passing of the resolution until the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required to be held in accordance with the Articles of Association or any applicable laws; and (c) the date on which the authority granted by the Shareholders is revoked or varied by the special resolution approving the Repurchase Mandate.
II. REASONS FOR AND FUNDING OF SHARE REPURCHASES
The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to have a general authority from the Shareholders to enable the Company to repurchase H Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only exercise the power to repurchase in circumstances where the Directors consider that such repurchases would be in the best interests of the Company and the Shareholders as a whole.
The share repurchases will be made using internal funds legally available for such purpose in accordance with the Articles of Association, the Listing Rules and the PRC laws and regulations.
The Directors believe that, if the Repurchase Mandate were to be exercised in full at any time during the proposed repurchase period, it might have an adverse effect on the working capital and/or the gearing position of the Company as compared with the position disclosed in the audited accounts contained in the annual report for the year ended December 31, 2025. However, the Directors do not propose to exercise the Repurchase Mandate to the extent that it has a material adverse effect on the working capital requirements of the Company or the gearing levels.
- 16 -
APPENDIX II
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
III. EFFECT OF TAKEOVERS CODE AND MINIMUM PUBLIC FLOAT
If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, if a Shareholder, or a group of Shareholders acting in concert (as defined in the Takeovers Code), depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company as a result of the above circumstances, it will become obliged to make a mandatory offer in accordance with the Takeovers Code.
To the best knowledge and belief of the Company, as at the Latest Practicable Date, Dr. WU Yusheng (the “Controlling Shareholder”), the Chairman of the Board and an executive Director, held 123,466,000 Shares through controlled corporations, representing approximately 32.48% of the total issued H Shares. In the event that the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate which is proposed to be granted, the shareholding of the Controlling Shareholder would increase to approximately 36.09% of the then total issued Shares.
If the Controlling Shareholder’s holding of voting rights in the Company increases by more than 2% from his lowest percentage holding in the 12 months ending on the date of a repurchase of Shares by the Company, the Controlling Shareholder is obliged to make a mandatory general offer under the Takeovers Code unless a waiver is granted by the Securities and Futures Commission. The Directors do not presently envisage exercising the Repurchase Mandate to effect on-market repurchase of Shares in the circumstances where this will trigger such mandatory general offer obligation on the part of the Controlling Shareholder under the Takeovers Code. The Controlling Shareholder’s potential increase in the holding of voting rights in the Company will not give rise to any obligation to make a mandatory general offer in accordance with Rules 26 and 32 of the Takeovers Code.
Save as aforesaid and based on the information available to the Directors as at the Latest Practicable Date, the Directors are not aware of any consequences or implications which may arise under the Takeovers Code as a result of exercising the power to repurchase Shares under the Repurchase Mandate. The Directors do not intend to exercise the Repurchase Mandate to such an extent as would result in a Shareholder, or a group of Shareholders acting in concert (as defined in the Takeovers Code), becoming obliged to make a mandatory general offer under Rules 26 and 32 of the Takeovers Code and, accordingly, it is not anticipated that purchases of Shares under the Repurchase Mandate will give rise to any consequences under the Takeovers Code.
The Directors have no present intention to repurchase any Shares to the extent that it will result in the total number of Shares held by the public shareholders falling below the prescribed minimum percentage required by the Stock Exchange.
APPENDIX II
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
IV. DIRECTORS' CONFIRMATION
The Directors will exercise the Company's power to repurchase under the Repurchase Mandate in accordance with the Listing Rules, applicable laws of the PRC and the Articles of Association. To the best of the Directors' knowledge and belief, there is nothing unusual about the Repurchase Mandate and this explanatory statement.
V. SHARE PRICES
The highest and lowest prices at which the H Shares were traded on the Stock Exchange during each of the twelve calendar months immediately preceding the Latest Practicable Date are as follows:
| Highest (HK$) | Lowest (HK$) | |
|---|---|---|
| 2025 | ||
| May | 34.35 | 19.90 |
| June | 25.30 | 15.56 |
| July | 25.75 | 17.82 |
| August | 20.50 | 13.59 |
| September | 22.56 | 13.58 |
| October | 18.50 | 14.00 |
| November | 15.70 | 12.10 |
| December | 14.95 | 12.20 |
| 2026 | ||
| January | 14.89 | 12.14 |
| February | 13.47 | 12.15 |
| March | 12.52 | 9.81 |
| April | 11.89 | 9.89 |
| May (up to the Latest Practicable Date) | 10.41 | 7.99 |
VI. SHARES BOUGHT BACK BY THE COMPANY
During the six months prior to the Latest Practicable Date, the Company has not bought back any of the Shares (whether on the Stock Exchange or otherwise).
VII. GENERAL
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules), have any present intention to sell any H Shares of the Company to the Company in the event that the Repurchase Mandate is approved by the Shareholders.
APPENDIX II
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
As at the Latest Practicable Date, no core connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have any present intention to sell any H Shares to the Company, or that they have undertaken not to sell any H Shares held by them in the event that the Company is granted the Repurchase Mandate.
The Company may cancel such repurchased H Shares or hold them as treasury shares, subject to market conditions and the Group’s capital management needs at the relevant time of the repurchases.
- 19 -
APPENDIX III
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Existing Provisions | Amended Provisions |
|---|---|
| Article 8 The legal representative of the Company shall be the director who executes corporate affairs. If the director who acts as the legal representative 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. | Article 8 The legal representative of the Company shall be the director who executes corporate affairs on the Company’s behalf. If the director who acts as the legal representative 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. |
| Article 47 The Company shall hold the shareholders’ general meeting at the Company’s place of domicile or such venue as specified in the notice of the shareholders’ general meeting. A meeting venue shall be established for the shareholders’ general meeting, and meetings will take the form of physical meeting. The time and place for convening the on-site shareholders’ general meeting shall be selected for the ease of participation by the shareholders. After a notice of a shareholders’ general meeting is given, the venue of the live conference of the shareholders’ general meeting shall not be changed. In case of actual needs to change, the convener shall notify all the shareholders and explain the reasons at least 2 business days prior to the date of the live conference. | Article 47 The Company shall hold the shareholders’ general meeting at the Company’s place of domicile or such venue as specified in the notice of the shareholders’ general meeting. |
| A meeting venue shall be established for the shareholders’ general meeting, and meetings will take the form of physical meeting. The time and place for convening the on-site shareholders’ general meeting shall be selected for the ease of participation by the shareholders. After a notice of a shareholders’ general meeting is given, the venue of the live conference of the shareholders’ general meeting shall not be changed. In case of actual needs to change, the convener shall notify all the shareholders and explain the reasons at least 2 business days prior to the date of the live conference. |
- 20 -
APPENDIX III
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Existing Provisions | Amended Provisions |
|---|---|
| On the premise of the lawfulness and validity of shareholders’ general meetings, according to the laws, administrative regulations, departmental rules and securities regulatory rules for the place where the Company’s shares are listed, the Company shall facilitate the participation of shareholders in shareholders’ general meetings by providing Internet, video, telephone or other means. The shareholders shall be deemed as present when participating in the shareholders’ general meeting via the above-mentioned methods. | On the premise of the lawfulness and validity of shareholders’ general meetings, according to the laws, administrative regulations, departmental rules and securities regulatory rules for the place where the Company’s shares are listed, the Company shall facilitate the participation of shareholders in shareholders’ general meetings by providing convene meetings via a hybrid format incorporating Internet, video, telephone, electronic communication, or other means. The Company may also provide online voting to facilitate shareholder participation; where a shareholders’ general meeting is convened via electronic communication, all shareholders shall have the right to speak and vote. The shareholders shall be deemed as present when participating in the shareholders’ general meeting via the above-mentioned methods. |
- 21 -
APPENDIX III
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Existing Provisions | Amended Provisions |
|---|---|
| Article 123 Voting on resolutions of the Board of Directors may be by show of hands or by written ballot. |
Extraordinary meetings of the Board of Directors may be held and resolutions may be passed by means of communication, etc., on the premise of ensuring the full expression of opinions by the Directors, and the Directors participating in the meeting shall sign the ballots, the resolution of the meeting and the minutes of the meeting and other documents. | Article 123 Voting on resolutions of the Board of Directors may be by show of hands or by written ballot. The Board of Directors shall hold meetings in person, by communication (such as video conferencing, telephone conference or with the aid of similar communication equipment, as long as all Directors attending the meeting can hear the speeches of other Directors and talk or communicate with each other through the above equipment), or in person and by communication, and voting shall be conducted by raising hands, by written voting or online voting.
Extraordinary meetings of the Board of Directors may be held and resolutions may be passed by means of communication, etc., on the premise of ensuring the full expression of opinions by the Directors, and the Directors participating in the meeting shall sign the ballots, the resolution of the meeting and the minutes of the meeting and other documents. |
| Article 128 The Audit Committee shall consist of three members, being directors who do not hold senior management positions in the Company, two of whom shall be independent nonexecutive directors. | Article 128 The Audit Committee shall consist of three members, being directors who do not hold senior management positions in the Company, two of whom shall be independent non-executive directors, with an accounting professional among the independent directors serving as the convener. The members and the convener of the Audit Committee shall be elected by the Board of Directors. |
- 22 -
APPENDIX III
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Existing Provisions | Amended Provisions |
|---|---|
| Added, and the serial numbers of the clauses shall be adjusted accordingly. | Article 129 The Audit Committee shall be responsible for examination and approval of the financial information of the Company and the disclosure thereof, as well as supervision and evaluation of internal and external audit and internal control. The following matters shall be submitted to the Board of Directors for review and consideration after obtaining the consent of more than half of the members of the Audit Committee: |
(1) disclosure of the financial information in financial and accounting reports and regular reports;
(2) appointment or dismissal of an accounting firm which undertakes audit work of the listed company;
(3) appointment or dismissal of the person-in-charge of finance of the listed company;
(4) changes in accounting policies or accounting estimates or correction of significant accounting errors for reasons other than changes in accounting standards;
(5) other matters as required by laws, administrative regulations, the regulations of CSRC and the Articles of Association.
Article 130 The Audit Committee shall hold at least one meeting every quarter. An extraordinary meeting may be convened upon the proposal of two or more members, or when the chairman of the committee deems it necessary. The quorum of the meeting of the Audit Committee shall be more than two-thirds of the members present at the meeting.
Resolutions made by the Audit Committee shall be approved by more than half of the members of the Audit Committee. |
- 23 -
APPENDIX III
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Existing Provisions | Amended Provisions |
|---|---|
| Voting on resolutions of the Audit Committee shall be conducted on the basis of one vote per member. |
The resolutions of the Audit Committee shall be recorded in minutes according to relevant regulations, and the members of the Audit Committee present at the meeting shall sign the minutes.
The working procedures for the Audit Committee shall be formulated by the Board of Directors.
Article 131 The Nomination Committee is responsible for formulating the selection criteria and procedures for Directors and senior management, selecting and reviewing candidates for Directors and senior management and their qualifications, and making recommendations to the Board of Directors on the following matters:
(1) nomination or appointment or removal of Directors;
(2) appointment or dismissal of senior management; and
(3) other matters required by laws, administrative regulations, the CSRC and the Articles of Association.
If the Board of Directors does not adopt or fully adopt any recommendation of the Nomination Committee, it shall record the opinions of the Nomination Committee and the specific reasons for its disapproval in the Board resolution and disclose such information. |
- 24 -
APPENDIX III
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Existing Provisions | Amended Provisions |
|---|---|
| Article 132 The Remuneration and Review Committee is responsible for formulating and conducting appraisals for Directors and senior management, formulating and reviewing remuneration policies and plans, including the remuneration determination mechanism, decision-making process, and payment, cessation of payment and claim arrangements, for Directors and senior management, and making recommendations to the Board of Directors on the following matters: |
(1) remuneration for Directors and senior management;
(2) formulation or changes of equity incentive schemes and employee stock ownership schemes, granting of rights to incentive recipients, and fulfillment of conditions for exercising such rights;
(3) stock ownership schemes for Directors and senior management in proposed spinoff of subsidiaries;
(4) other matters required by laws, administrative regulations, the CSRC and the Articles of Association.
If the Board of Directors does not adopt or fully adopt any recommendation of the Remuneration and Review Committee, it shall record the opinions of the Remuneration and Review Committee and the specific reasons for its disapproval in the Board resolution and disclose such information. |
- 25 -
NOTICE OF THE ANNUAL 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, 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 2025 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2025 annual general meeting (the "AGM") of TYK Medicines, Inc (the "Company") will be held on the 8th Floor, Building T2, China Eastern Binjiang Center, No. 277 Longlan Road, Xuhui District, Shanghai, the PRC on Tuesday, June 23, 2026 at 2:00 p.m. to consider and, if thought fit, pass the following resolutions. Unless otherwise required, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated May 22, 2026.
ORDINARY RESOLUTIONS
- To consider and approve the report of the Directors for the year 2025.
- To consider and approve the annual report for the year 2025.
- To consider and approve the audited financial statements for the year 2025.
- To consider and approve the remuneration of the Directors for the year 2026.
- 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 2025.
- To consider and approve the re-election of Mr. JIANG Xiaolin as an independent non-executive Director.
-
To consider and approve the bank credit facility plan for the year 2026.
-
AGM-1 -
NOTICE OF THE ANNUAL GENERAL MEETING OF 2025
SPECIAL RESOLUTIONS
-
To consider and approve the Issue Mandate to issue Shares.
-
To consider and approve the Repurchase Mandate to repurchase H Shares.
-
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 22, 2026
- AGM-2 -
NOTICE OF THE ANNUAL GENERAL MEETING OF 2025
Notes:
-
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.
-
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.
-
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, at least 24 hours before the AGM (i.e. before 2:00 p.m. on Monday, June 22, 2026) 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.
-
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 17, 2026 to June 23, 2026 (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 16, 2026 for registration. Shareholders whose names appear on the register of members of the Company on Tuesday, June 23, 2026 are entitled to attend and vote at the AGM or any adjournment thereof.
-
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.
-
A shareholder or his/her/its proxy should produce proof of identity when attending the AGM.
-
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.
-
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 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, Dr. SHEN Xiuhua and Mr. JIANG Xiaolin as independent non-executive Directors.
- AGM-3 -