M&A - Sunshine Lake Pharma Co., Ltd.

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Form Type: CB/A

Filing Date: 2025-06-30

Corporate Action: Merger

Type: Update

Accession Number: 000110465925064007

Filing Summary: Sunshine Lake Pharma Co., Ltd. has filed an amendment for a tender offer regarding the proposed pre-conditional privatization of YiChang HEC ChangJiang Pharmaceutical Co., Ltd. The merger involves Sunshine Lake absorbing YiChang HEC ChangJiang, initiating special dividends, and proceeding with the withdrawal of listing. Several joint announcements and updates related to this process have been detailed within the filing, emphasizing compliance with Securities Act regulations and outlining the timeframe for the tender offer that began on May 10, 2024. Multiple monthly updates have been issued leading up to this filing, indicating ongoing progress and communication with shareholders regarding the privatization conditions and other related agreements.

Additional details:

Name Of Subject Company: YiChang HEC ChangJiang Pharmaceutical Co., Ltd.


Jurisdiction Of Subject Company: People’s Republic of China


Date Tender Offer Commenced: 2024-05-10


Contact Person: Peng Qi Yun


Contact Phone: +86 (769) 8861 5888


Address Contact Person: Dongyangguang Scientific Park, No. 368 Zhen An Zhong Road, Chang’an County, Dongguan, Guangdong Province, 523871, China


Authorized Person: John D. Moore


Authorized Person Address: 47th Floor, Jardine house One Connaught Place, Central, Hong Kong


Authorized Person Phone: +852 2521 0551


Exhibit Numbers: 99.1 to 99.21


Form Type: CB/A

Filing Date: 2025-06-27

Corporate Action: Merger

Type: Update

Accession Number: 000110465925063461

Filing Summary: This document is an amendment to the tender offer rights offering notification form (CB/A) regarding the proposed pre-conditional privatization of YiChang HEC ChangJiang Pharmaceutical Co., Ltd. by Sunshine Lake Pharma Co., Ltd. The merger is structured as a merger by absorption. The document outlines important details including the commencing date for the tender offer, attachments of joint announcements concerning the merger, and updates on the privatization process, such as the special dividend, withdrawal of listing, and the fulfillment of pre-conditions. Multiple updates are included in exhibits to keep stakeholders informed about the timelines and developments surrounding the deal.

Additional details:

Name Of Subject Company: YiChang HEC ChangJiang Pharmaceutical Co., Ltd.


Jurisdiction: People's Republic of China


Date Tender Offer Commenced: 2024-05-10


Form Type: CB/A

Filing Date: 2025-06-18

Corporate Action: Merger

Type: Update

Accession Number: 000110465925060498

Filing Summary: Sunshine Lake Pharma Co., Ltd. filed Form CB/A to notify amendments regarding the proposed pre-conditional privatization of YiChang HEC ChangJiang Pharmaceutical Co., Ltd. This involves a merger by absorption of YiChang HEC ChangJiang Pharmaceutical Co., Ltd. The filing indicates ongoing updates about the tender offer that commenced on May 10, 2024, regarding the special dividend and potential delisting of the target company's stock. Several joint announcements, updates on the merger process, and licensing agreements were mentioned, with a focus on pre-conditions being fulfilled. The document also notes a change in the long-stop date regarding the merger process. This filing is part of a series of prior filings and amendments related to the ongoing merger process.

Additional details:

Home Jurisdiction: People's Republic of China


Tender Offer Start Date: 2024-05-10


Number Of Exhibits: 18


Form Type: CB/A

Filing Date: 2025-06-10

Corporate Action: Merger

Type: Update

Accession Number: 000110465925057958

Filing Summary: On June 10, 2025, Sunshine Lake Pharma Co., Ltd. filed an amendment to Form CB regarding the proposed pre-conditional privatisation of YiChang HEC ChangJiang Pharmaceutical Co., Ltd. This privatization will occur via a merger by absorption of YiChang HEC ChangJiang Pharmaceutical Co., Ltd. The amendment updates earlier communications about the tender offer initiated on May 10, 2024, and includes details of a licensing agreement with Apollo to develop APL-18881, among other updates concerning the special dividend and withdrawal of listing. This document consolidates various joint announcements reflecting the ongoing process and elaborates on the required procedural compliance, including the necessary informational legends. The filing updates previous communications and provides additional pertinent details regarding the privatization and licensing agreements.

Additional details:

Title Of Class: Ordinary Shares


Jurisdiction: The People’s Republic of China


Authorized Person: Peng Qi Yun


Filing Agent: John D. Moore


Address Of Agent: 47th Floor, Jardine House, One Connaught Place, Central, Hong Kong


Tel Of Agent: +852 2521 0551


Offer Start Date: 2024-05-10


Form Type: CB/A

Filing Date: 2025-05-09

Corporate Action: Merger

Type: Update

Accession Number: 000110465925046548

Filing Summary: Sunshine Lake Pharma Co., Ltd. is filing an amendment regarding the tender offer related to the proposed pre-conditional privatization of YiChang HEC ChangJiang Pharmaceutical Co., Ltd. The proposed action involves a merger by absorption of YiChang HEC ChangJiang Pharmaceutical Co., Ltd. by Sunshine Lake Pharma Co., Ltd. The document outlines various updates including extensions for dispatching composite documents and monthly updates on the status of the privatization process. Additionally, it mentions planned special dividends and withdrawal of listing for the subject company, along with updates on licensing agreements with other pharmaceutical firms. This filing serves to inform stakeholders about the progress and terms associated with the merger process, which includes a comprehensive set of exhibits detailing prior announcements and agreements linked to the proposed privatization.

Additional details:

Title Of Class: Ordinary Shares


Jurisdiction Of Incorporation: The People’s Republic of China


Date Tender Offer Commenced: 2024-05-10


Form Type: CB/A

Filing Date: 2025-04-11

Corporate Action: Merger

Type: Update

Accession Number: 000110465925033911

Filing Summary: Sunshine Lake Pharma Co., Ltd. has filed an amendment to the Tender Offer/ Rights Offering Notification Form, pertaining to the proposed pre-conditional privatization of YiChang HEC ChangJiang Pharmaceutical Co., Ltd. This involves a merger by absorption of YiChang HEC ChangJiang Pharmaceutical Co., Ltd. The document outlines several joint announcements related to the merger, including updates on pertinent milestones and the potential implications of the transaction, such as a proposed special dividend and withdrawal of listing. The company is in the process of fulfilling conditions for the privatization and is set to commence a tender offer on May 10, 2024.

Additional details:

Name Of Subject Company: YiChang HEC ChangJiang Pharmaceutical Co., Ltd.


Jurisdiction Of Subject Company: People’s Republic of China


Date Tender Offer Commenced: 2024-05-10


Documents Attached Exhibits: ["joint_announcement_proposed_pre_conditional_privatization","joint_announcement_extension_of_time_for_despatch","joint_announcement_monthly_update","licensing_agreement_with_Apollo","licensing_agreement_with_Shanyin_Sunshine_Pharmaceutical","joint_announcement_fulfilment_of_pre_condition"]


Form Type: CB/A

Filing Date: 2025-03-11

Corporate Action: Merger

Type: Update

Accession Number: 000110465925022344

Filing Summary: The document is an amendment concerning the tender offer by Sunshine Lake Pharma Co., Ltd. for YiChang HEC ChangJiang Pharmaceutical Co., Ltd. It details the proposed pre-conditional privatization through a merger by absorption. Additionally, the document includes extensions regarding the dispatch of related composite documents and monthly updates pertinent to the privatization process. Key points involve the joint announcements of proposed special dividends, withdrawal of listings, licensing agreements for product developments, and fulfilment of pre-conditions for the transaction. The tender offer commenced on May 10, 2024, with ongoing updates being provided in successive filings.

Additional details:

Name Of Subject Company: YiChang HEC ChangJiang Pharmaceutical Co., Ltd.


Jurisdiction Of Subject Company: The People’s Republic of China


Date Tender Offer Commenced: 2024-05-10


Exhibit Numbers Attached: [99.1,99.2,99.3,99.4,99.5,99.6,99.7,99.8,99.9,99.1,99.11,99.12,99.13,99.14]


Form Type: CB/A

Filing Date: 2025-02-11

Corporate Action: Merger

Type: Update

Accession Number: 000110465925011068

Filing Summary: This document is an amendment notification regarding the tender offer of YiChang HEC ChangJiang Pharmaceutical Co., Ltd. by Sunshine Lake Pharma Co., Ltd. It highlights the proposed pre-conditional privatisation of YiChang HEC through a merger by absorption. Details include the initiation date of the tender offer on May 10, 2024, and provide a comprehensive list of joint announcements related to this privatisation plan, covering updates and fulfillments of pre-conditions essential for proceeding with the merger. The document confirms the timing of prior submissions to the SEC, as well as licensing agreements involving Sunshine Lake Pharma. The corporate secretary certifies the accuracy of the information presented.

Additional details:

Title Of Class Of Subject Securities: Ordinary Shares


Subject Company Name: YiChang HEC ChangJiang Pharmaceutical Co., Ltd.


Jurisdiction Of Subject Company Incorporation: People's Republic of China


Date Tender Offer Commenced: 2024-05-10


Number Of Exhibits: 13


Form Type: CB/A

Filing Date: 2025-01-10

Corporate Action: Merger

Type: Update

Accession Number: 000110465925002349

Filing Summary: Sunshine Lake Pharma Co., Ltd. is filing an amendment to the tender offer regarding the proposed pre-conditional privatisation of YiChang HEC ChangJiang Pharmaceutical Co., Ltd. The merger will be executed by absorption of YiChang HEC ChangJiang Pharmaceutical Co., Ltd. The filing includes a joint announcement detailing the status of this process, which incorporates proposed special dividends, withdrawal of listing, and resumption of trading updates. This amendment is the 11th in a series of updates on the tender offer, initiated on May 10, 2024, and highlights the legal compliance under various securities regulations. The specific contacts and necessary documents related to the offer are provided, which collectively facilitate the transparency and execution of the described merger activities.

Additional details:

Title Of Class: Ordinary Shares


Jurisdiction Of Subject Company: The People’s Republic of China


Name Of Person Furnishing Form: Sunshine Lake Pharma Co., Ltd.


Date Tender Offer Commenced: 2024-05-10


Contact Name: Peng Qi Yun


Contact Address: Dongyangguang Scientific Park, No. 368 Zhen An Zhong Road Chang’an County, Dongguan, Guangdong Province, 523871, China


Contact Phone: +86 (769) 8861 5888


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