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Vigonvita Life Sciences Co., Ltd. Proxy Solicitation & Information Statement 2026
50725_rns_2026-04-08_6c6cd50d-05b5-4745-83b6-ecf7a2281aeb.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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.
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Vigonvita Life Sciences Co., Ltd., you should at once hand this circular, together with the enclosed proxy form, 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.
Vigonvita Life Sciences Co., Ltd.
蘇州旺山旺水生物醫藥股份有限公司
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2630)
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
A notice convening the EGM of the Company to be held at 8th Floor, Building A, No. 108, Yuxin Road, Suzhou Industrial Park District, Suzhou, PRC at 10:00 a.m. on Thursday, April 23, 2026 is set out on pages 9 to 10 of this circular. A proxy form for use at the EGM is also enclosed. Such proxy form is also published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.vigonvita.cn).
Whether or not you are able to attend the EGM, you are requested to complete the enclosed proxy form of the Company in accordance with the instructions printed thereon and deliver it to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, as soon as possible but in any event, not less than 24 hours before the time appointed for the EGM or any adjournment thereof (i.e. not later than 10:00 a.m. on Wednesday, April 22, 2026). Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the EGM or any adjournment thereof if you so wish and in such event, the proxy form shall be deemed to be revoked.
8 April 2026
CONTENTS
Pages
Definitions 1
Letter from the Board 3
Notice of Extraordinary General Meeting 9
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following terms and expressions have the meanings set forth below:
"Articles of Association" or "Articles"
the Articles of Association of Vigonvita Life Sciences Co., Ltd., as amended, supplemented or otherwise modified from time to time
"Board"
the board of Directors of the Company
"Company"
Vigonvita Life Sciences Co., Ltd., a joint stock company incorporated in the PRC with limited liability, the H Shares of which are listed on the Stock Exchange (stock code: 2630)
"Director(s)"
the director(s) of the Company
"EGM"
the extraordinary general meeting or any adjourned meeting of the Company to be held at 8th Floor, Building A, No. 108, Yuxin Road, Suzhou Industrial Park District, Suzhou, PRC at 10:00 a.m. on Thursday, April 23, 2026 to consider and, if thought fit, to approve the proposed amendments to the Articles of Association
"H Share(s)"
overseas listed foreign share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which are listed and traded on the main board of the Stock Exchange and subscribed for and fully paid in Hong Kong dollars
"H Share Registrar"
Computershare Hong Kong Investor Services Limited
"H Shareholder(s)"
holder(s) of H Shares
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"Hong Kong dollars" or "HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"Latest Practicable Date"
April 8, 2026, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
- 1 -
DEFINITIONS
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time
"PRC"
the People's Republic of China, excluding Hong Kong, Macao Special Administrative Region and Taiwan for the purpose of this circular
"RMB"
Renminbi, the lawful currency of the PRC
"Share(s)"
ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, comprising Unlisted Shares and H Shares
"Shareholder(s)"
holder(s) of the Shares
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Unlisted Share(s)"
ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which is/are not listed on any stock exchange and subscribed for and fully paid in RMB
"%"
per cent
- 2 -
LETTER FROM THE BOARD
Vigonvita Life Sciences Co., Ltd.
蘇州旺山旺水生物醫藥股份有限公司
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2630)
Executive Directors:
Dr. Tian Guanghui (Chairman)
Dr. Hu Tianwen
Non-executive Director:
Mr. Liu Haoxuan
Independent Non-executive Directors:
Dr. Ju Dianwen
Ms. Cao Xinwen
Dr. Xu Hongxi
Head Office, Registered Office and Principal Place of Business in the PRC:
8th Floor, Building A
No. 108, Yuxin Road
Suzhou Industrial Park District
Suzhou, PRC
Principal place of business in Hong Kong:
31/F, Tower Two, Times Square
1 Matheson Street
Causeway Bay, Hong Kong
April 8, 2026
To the Shareholders
Dear Sir or Madam,
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING
INTRODUCTION
Reference is made to the announcement of the Company dated March 31, 2026 in relation to the proposed amendments to the Articles of Association of the Company.
The purpose of this circular is to provide you with (i) information on the proposed amendments to the Articles of Association; and (ii) a notice of the EGM to enable you to make an informed decision on whether to vote for or against or abstain from voting on such resolution at the EGM. Such resolution and the relevant details are set out in this letter from the Board.
LETTER FROM THE BOARD
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
In view of (i) upon completion of the issuance and listing of the Company's H Shares on the Main Board of the Stock Exchange on November 6, 2025, in order to reflect the relevant changes in the Company's registered capital after listing, and (ii) the Company's business needs, the Company proposes to make amendments to the Articles of Association and complete the filing of the relevant amendments to the Articles of Association.
In view of the above, the Board proposed to make the following amendments to the Articles of Association:
| Article No. | Existing Provisions of the Articles of Association | Amended Provisions of the Articles of Association |
|---|---|---|
| Article 6 | Prior to the initial public offering of H Shares, the registered capital of the Company was RMB150,000,000. | Prior to After the initial public offering of H Shares, the registered capital of the Company was RMB150,000,000167,597,800. |
| Article 10 | Upon approval by a resolution of the Company's shareholders' meeting held on January 24, 2025, the Articles of Association shall become effective upon the listing and trading of the Company's H Shares on the Hong Kong Stock Exchange. Commencing from the date the Articles of Association take effect, the Articles of Association shall replace the articles of association of the Company previously registered with the companies registration authority. Commencing from the date the Articles of Association take effect, the Articles of Association will become a legally binding document that regulates the organization and conduct of the Company, as well as the rights and obligations between the Company and each shareholder and among the shareholders inter se. According to the Articles of Association, any shareholder may bring a lawsuit against another shareholder, a director, a supervisor, a manager or a senior management member of the Company, any shareholder may bring a lawsuit against the Company, and the Company may bring a lawsuit against any shareholder, director, supervisor or senior management member. | Upon approval by a resolution of the Company's shareholders' meeting held on January 24, 2025, the Articles of Association shall become effective upon the listing and trading of the Company's H Shares on the Hong Kong Stock Exchange. Commencing from the date the Articles of Association take effect, the Articles of Association shall replace the articles of association of the Company previously registered with the companies registration authority. Commencing from the date the Articles of Association take effect, the Articles of Association will become a legally binding document that regulates the organization and conduct of the Company, as well as the rights and obligations between the Company and each shareholder and among the shareholders inter se. According to the Articles of Association, any shareholder may bring a lawsuit against another shareholder, a director, a supervisor, a manager or a senior management member of the Company, any shareholder may bring a lawsuit against the Company, and the Company may bring a lawsuit against any shareholder, director, supervisor or senior management member. |
LETTER FROM THE BOARD
| Article No. | Existing Provisions of the Articles of Association | Amended Provisions of the Articles of Association |
|---|---|---|
| Article 14 | The Company’s business scope, as registered by law, is: Licensed items: Pharmaceutical manufacturing; contract manufacturing of drugs; wholesale of pharmaceuticals; manufacturing of health food; sales of health food; import and export of pharmaceuticals (For items subject to approval according to law, relevant business activities shall be carried out only after approval of relevant departments. Specific business items are subject to the approval results) General items: Medical research and experimental development; cell technology research and development and application; biochemical product technology research and development; sales of specialty chemicals (excluding hazardous chemicals); technical services, technical development, technical consulting, technical exchange, technology transfer, and technology promotion; import and export of technology (Except for items that require approval in accordance with the law, the Company may independently conduct business activities in accordance with the law based on its business license). |
The business scope referred to in the preceding paragraph shall be subject to registration with the companies registration authority. | The Company’s business scope, as registered by law, is: Licensed items: Pharmaceutical manufacturing; contract manufacturing of drugs; wholesale of pharmaceuticals; manufacturing of health food; sales of health food; import and export of pharmaceuticals (For items subject to approval according to law, relevant business activities shall be carried out only after approval of relevant departments. Specific business items are subject to the approval results) General items: Medical research and experimental development; cell technology research and development and application; biochemical product technology research and development; sales of specialty chemicals (excluding hazardous chemicals); technical services, technical development, technical consulting, technical exchange, technology transfer, and technology promotion; import and export of technology (Except for items that require approval in accordance with the law, the Company may independently conduct business activities in accordance with the law based on its business license).
The business scope referred to in the preceding paragraph shall be subject to registration with the companies registration authority. |
- 5 -
LETTER FROM THE BOARD
| Article No. | Existing Provisions of the Articles of Association | Amended Provisions of the Articles of Association |
|---|---|---|
| Article 109 | The Board shall comprise between 6 and 19 directors, and shall have one chairman. The chairman shall be elected by a simple majority of all directors on the Board. The Board shall include at least three independent non-executive directors, at least one of whom must possess appropriate professional qualifications, or accounting or related financial management expertise. At least one independent non-executive director must ordinarily reside in Hong Kong. | The Board shall comprise between 6 and 19 directors, and shall have one chairman. The chairman shall be elected by a simple majority of all directors on the Board. The Board shall include at least three independent non-executive directors, at least one of whom must possess appropriate professional qualifications, or accounting or related financial management expertise. At least one independent non-executive director must ordinarily reside in Hong Kong. |
Save for disclosed above, the contents of other provisions of the Articles of Association remain unchanged.
The aforesaid resolution for the proposed amendments to the Articles of Association has been considered and approved by the Board and is hereby proposed by way of special resolution at the EGM for Shareholders' consideration and approval. The proposed amendments to the Articles of Association are subject to consideration and approval by the Shareholders at the EGM. The existing Articles of Association remain effective before the passing of the relevant resolution at the EGM.
LETTER FROM THE BOARD
EGM AND PROXY ARRANGEMENTS
A notice of the EGM is set out on pages 9 to 10 in this circular, and published and available for downloading on the websites of the Stock Exchange (www.hkexnews.hk) and of the Company (www.vigonvita.cn). A proxy form for use at the EGM is enclosed with this circular.
For determining eligibility to attend and vote at the EGM, the register of members of H Shares of the Company will be closed from Monday, April 20, 2026 to Thursday, April 23, 2026, both days inclusive, during which period no transfer of H Shares will be registered. To be eligible for attending and voting at the EGM, all duly completed transfer forms accompanied by the relevant share certificates must be lodged 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 not later than 4:30 p.m. on Friday, April 17, 2026 for registration. Shareholders whose names appear on the register of members of the Company on Thursday, April 23, 2026 shall be entitled to attend and vote at the EGM.
Whether or not you intend to attend the EGM, you are requested to complete the enclosed proxy form of the Company in accordance with the instructions printed thereon and return it to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, as soon as possible but in any event, not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof (i.e. not later than 10:00 a.m. on Wednesday, April 22, 2026). Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the EGM or any adjournment thereof should they so wish. If you attend and vote at the EGM, the authority of your proxy will be revoked.
Pursuant to Rule 13.39(4) of the Listing Rules and Article 87 of the Articles, any vote of Shareholders at the EGM must be taken by poll, except where the presider of the meeting decides in good faith to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the resolution set out in the notice of the EGM will be taken by way of poll. Vote can be cast in person or by proxy.
To the best of the knowledge, information and belief of the Directors after having made all reasonable enquiries, no Shareholder will be required to abstain from voting at the EGM regarding the relevant resolution as at the Latest Practicable Date.
LETTER FROM THE BOARD
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.
RECOMMENDATION
The Directors (including the independent non-executive Directors) consider that the resolution for the Shareholders to consider and approve included in the notice of the EGM is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favor of the resolution in relation to the above matter to be proposed at the EGM.
Yours faithfully,
By order of the Board
Vigonvita Life Sciences Co., Ltd.
Dr. Tian Guanghui
Chairman of the Board, Executive Director,
Chief Executive Officer and General Manager
- 8 -
NOTICE OF EXTRAORDINARY GENERAL MEETING
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.
Vigonvita Life Sciences Co., Ltd.
蘇州旺山旺水生物醫藥股份有限公司
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2630)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of Vigonvita Life Sciences Co., Ltd. (the "Company") will be held at 8th Floor, Building A, No. 108, Yuxin Road, Suzhou Industrial Park District, Suzhou, PRC at 10:00 a.m. on Thursday, April 23, 2026 for the purpose of considering, and if thought fit, approving (with or without modifications) the following resolution:
BY WAY OF SPECIAL RESOLUTION
- To consider and approve the amendments to the Articles of Association.
By order of the Board
Vigonvita Life Sciences Co., Ltd.
Dr. Tian Guanghui
Chairman of the Board, Executive Director,
Chief Executive Officer and General Manager
Suzhou, the PRC, April 8, 2026
As at the date of this notice, the Board comprises Dr. Tian Guanghui and Dr. Hu Tianwen as executive Directors, Mr. Liu Haoxuan as non-executive Director, and Dr. Ju Dianwen, Ms. Cao Xinwen and Dr. Xu Hongxi as independent non-executive Directors.
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notes:
-
Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated April 8, 2026.
-
For determining eligibility to attend and vote at the EGM, the register of members of H Shares of the Company will be closed from Monday, April 20, 2026 to Thursday, April 23, 2026, both days inclusive, during which period no transfer of H Shares will be registered. To be eligible for attending and voting at the EGM, all duly completed transfer forms accompanied by the relevant share certificates must be lodged 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 not later than 4:30 p.m. on Friday, April 17, 2026 for registration. Shareholders whose names appear on the register of members of the Company on Thursday, April 23, 2026 shall be entitled to attend and vote at the EGM.
-
All votes of resolution at the EGM will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.vigonvita.cn) in accordance with the Listing Rules.
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Any Shareholders entitled to attend and vote at the EGM can appoint one or more proxies to attend and vote at the EGM on his/her behalf. A proxy need not be a Shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and type of H Shares or Unlisted Shares in respect of which each proxy is so appointed.
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Shareholders shall appoint their proxies in writing. The proxy form shall be signed by the Shareholder or his/her/its attorney who has been duly authorized in writing. If the Shareholder is a corporation, the proxy form shall be affixed with the corporation's seal or signed by its legal representative, director, or its attorney duly authorized in writing. If the proxy form is signed by the attorney of the Shareholder, the power of attorney or other authorization document shall be notarized. The aforementioned documents must be lodged with the H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 24 hours before the time appointed for holding the EGM (i.e. 10:00 a.m. on Wednesday, April 22, 2026 (Hong Kong time)) or any adjournment thereof in order for such documents to be valid. Completion and delivery of the proxy form shall not preclude a Shareholder of the Company from attending and voting in person at the EGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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Shareholders are required to produce proof of identity when attending the EGM.
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If a Shareholder appoints a proxy to attend the EGM, the proxy must present his/her identification documents and a power of attorney or other document signed by the appointor or his/her legal representative with the date of issuance. If a corporate Shareholder is represented at the EGM by a proxy, the proxy must present proof of identity and a notarized copy of the resolution passed by the board or other authority or a notarized copy of the authorization issued by the corporate Shareholder.
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In the case of joint Shareholders of any H Shares, the vote cast by the senior Shareholder, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint Shareholders, and for this purpose seniority shall be determined by the order in which the names of the relevant joint Shareholders stand on the register of members of the Company.
-
The EGM is expected to last for half a day. Shareholders attending (in person or by proxy) the EGM shall be responsible for their own traveling, accommodation and other expenses.
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The contact details of the Company are as follows:
Address:
Vigonvita Life Sciences Co., Ltd.
8th Floor, Building A, No. 108,
Yuxin Road, Suzhou Industrial Park District, Suzhou, PRC
Liaison: Ms. Guo Ting
Email: [email protected]
- Details of the aforesaid resolution to be proposed at the EGM are set out in the circular of the Company dated April 8, 2026.