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Pharmaron Beijing Co., Ltd AGM Information 2024

May 14, 2024

50881_rns_2024-05-14_c5e471f9-2e04-4bce-b339-d9cc92491e24.pdf

AGM Information

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Pharmaron Beijing Co., Ltd. 康龍化成 (北京 ) 新藥技術股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 3759)

Form of Proxy for the Annual General Meeting of 2023

(Applicable to H Shareholders)

Number of H shares to which this form of proxy relates [(Note][1)]

I/We [(Note][2)]

of (address)

being the registered holder(s) of

(Note 3) H Shares of RMB1.00

each in the share capital of Pharmaron Beijing Co., Ltd. (康龍化成(北京)新藥技術股份有限公司) (the “ Company* ”) hereby appoint the Chairman of the Meeting, or [(Note][4)]

of (address)

asthinksmy/ourfit, atproxythe Annualto attendGeneraland voteMeetingfor me/usof 2023on my/our(the “ AGM behalf”) toasbedirectedheld atbelow,Paris Hall,or if 3/F,no suchPullmanindicationBeijingisSouth,given thenNo. 12to Ronghuavote as my/ourSouth Road,proxy Beijing Economic and Technological Development Area, Daxing District, Beijing, the PRC on Thursday, June 6, 2024 at 1:30 p.m. or at any adjournment thereof.

ORDINARY RESOLUTIONS (Note A) FOR(Note 5) FOR(Note 5) AGAINST(Note 5) ABSTAIN(Note 5) ABSTAIN(Note 5)
1. Work Report of the Board of Directors for the year 2023.
2. Work Report of the Supervisory Committee for the year 2023.
3. Financial Statements for the year 2023.
4. 2023 Profit Distribution.
5. 2023 Annual Report’s full text and report summary and 2023 Annual
Results Announcement.
6. Remuneration of the Directors for the year 2024.
7. Remuneration of the Supervisors for the year 2024.
8. Foreign Exchange Hedging Quota for the year 2024.
9. Amendments to the Independent Non-Executive Directors Working
Policy.
10. Amendments
to
the
Related
Party/Connected
Transactions
Management Policy.
11. Amendments to the External Guarantee Management Policy.
12. Amendments to the External Investment Management Policy.
13. Amendments
to
the
Special
Storage
and
Use
of
Proceeds
Management Policy.
14. Amendments to the Rules for Implementing the Cumulative Voting
Mechanism.
SPECIAL RESOLUTIONS(Note A) FOR(Note 5) AGAINST(Note 5) ABSTAIN(Note 5)
15. Guarantees Quota for the year 2024.
16. Grant of General Mandate to Issue H Shares.
17. Grant of Repurchase Mandate in relation to the H Shares.
18. First Increase in Registered Capital and First Amendments to the
Articles of Association by virtue of the First Increase in Registered
Capital.
19. Second Increase in Registered Capital and Second Amendments to
the Articles of Association by virtue of the Second Increase in
Registered Capital.
20. Amendments to the Rules of Procedure for the General Meetings.
21. Amendments to the Rules of Procedure for the Board Meetings.
22. Amendments
to
the
Rules
of
Procedure
for
the
Supervisory
Committee.

Note A: Unless otherwise specified, capitalized terms used herein shall have the same meanings as those defined in the circular dated May 14, 2024.

Signature of Shareholder(s) [(Note][6)] :

Date:

Notes:

  1. Please insert the number of shares registered in your name(s) to which this proxy relates. If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, the form of proxy will be deemed to relate to all shares registered in your name(s) (whether alone or jointly with others).

  2. Please insert the full name(s) and address(es) as registered in the register of members for H Shares of the Company in BLOCK LETTERS . The name of all joint registered holders should be stated.

  3. Please insert the number of shares of the Company registered in your name(s) and delete as appropriate.

  4. If any proxy other than the Chairman of the Meeting is preferred, please strike out the words “the Chairman of the Meeting, or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote at the AGM on his/her behalf. A proxy needs not be a shareholder of the Company. Any alteration made to this form of proxy must be initialed by the person who signs it.

  5. Important: If you wish to vote for any resolution, please put a tick in the box marked “FOR”. If you wish to vote against any resolution, please put a tick in the box marked “AGAINST”. If you wish to vote abstention on any resolution, please put a tick in the box marked “ABSTAIN”. If the form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy is entitled to vote or abstain at his/her discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy is entitled, in relation to that particular proposed resolution, to vote or abstain at his/her discretion. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the AGM other than those set out in the notice convening the AGM.

  6. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a legal person, must be either executed under its common seal or under the hand of its legal representative or attorney or other officer duly authorized.

  7. If an attending shareholder or proxy casts a vote of abstention or abstains from voting in respect of a resolution, the Share(s) represented by that shareholder or proxy will be regarded as valid votes when the Company counts the votes with respect to that resolution.

  8. To be valid, this form of proxy and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority must be delivered to the Company’s H Shares Registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 24 hours before the time for holding of the AGM (i.e. before 1:30 p.m. on Wednesday, June 5, 2024) or not less than 24 hours before the holding of any adjournment thereof.

  9. Completion and delivery of this form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.

  10. Shareholders or his/her proxy(ies) shall produce their identification documents when attending the AGM in person or by proxy.