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Pharmaron Beijing Co., Ltd Capital/Financing Update 2019

Dec 23, 2019

50881_rns_2019-12-23_71e582f8-b3e6-43be-bd60-1070bdaa143d.pdf

Capital/Financing Update

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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the prospectus dated November 14, 2019 (the “ Prospectus ”) of Pharmaron Beijing Co., Ltd.* (康龍化成(北 京)新藥技術股份有限公司) (the “ Company ”).

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC ”) take no responsibility for the contents of this announcement, 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 announcement.

This announcement is made pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong).

This announcement is for information purposes only and does not constitute an offer or an invitation to induce an offer by any person to sell, acquire, purchase or subscribe for any securities. Potential investors should read the Prospectus for detailed information about the Global Offering described below before deciding whether or not to invest in the Offer Shares.

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States or any other jurisdiction where such distribution is prohibited by law. This announcement does not constitute and is not an offer to sell or a solicitation of any offer to buy securities in Hong Kong, the United States or elsewhere. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933 (the “ U.S. Securities Act ”) or any state securities laws of the United States and may not be offered or sold in the United States absent registration under the U.S. Securities Act or except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. There will be no public offering of securities of the Company in the United States.

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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)

FULL EXERCISE OF THE OVER-ALLOTMENT OPTION, STABILIZING ACTIONS AND END OF STABILIZATION PERIOD

FULL EXERCISE OF THE OVER-ALLOTMENT OPTION

The Company announces that the Over-allotment Option described in the Prospectus has been fully exercised by the Joint Global Coordinators, on behalf of the International Underwriters, on December 20, 2019, in respect of an aggregate of 17,480,400 H Shares (the “ Over-allotment Shares ”), representing approximately 15% of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option, to cover over-allocations in the International Offering.

The Over-allotment Shares will be allotted and issued by the Company at HK$39.50 per H Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%), being the Offer Price per H Share under the Global Offering.

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Approval of Listing

Approval for the listing of and permission to deal in the Over-allotment Shares has already been granted by the Listing Committee of the Stock Exchange. Listing of and dealings in the Over-allotment Shares are expected to commence on the Main Board of the Stock Exchange at 9:00 a.m. on December 27, 2019.

Shareholding Structure of the Company upon the Full Exercise of the Over-allotment Option

The shareholding structure of the Company immediately before and immediately after the completion of the full exercise of the Over-allotment Option is as follows:

A SharesH Shares issued underthe Global OfferingTotal Immediately before the fullexercise of the Over-allotmentOptionNumberof SharesApproximatepercentage ofthe Company’sissued sharecapital660,370,96285.00%116,536,10015.00%776,907,062100.00% Immediately after the fullexercise of the Over-allotmentOptionNumberof SharesApproximatepercentage ofthe Company’sissued sharecapital660,370,96283.13%134,016,50016.87%794,387,462100.00%

The Company will receive additional net proceeds of approximately HK$661.4 million from the issue of the Over-allotment Shares, after deducting the commissions and other offering expenses payable by the Company in relation to the exercise of the Over-allotment Option. The Company intends to apply the additional net proceeds on a pro rata basis for the purposes as set out in the section headed “Future Plans and Use of Proceeds – Use of Proceeds” in the Prospectus.

STABILIZING ACTIONS AND END OF STABILIZATION PERIOD

The Company further announces that the stabilization period in connection with the Global Offering ended on December 20, 2019, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. The stabilizing actions undertaken by Goldman Sachs (Asia) L.L.C., as Stabilization Manager, or any person acting for it during the stabilization period were:

  • (1) over-allocations of an aggregate of 17,480,400 H Shares in the International Offering, representing approximately 15% of the total number of the Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option); and

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  • (2) the full exercise of the Over-allotment Option by the Joint Global Coordinators, on behalf of the International Underwriters, on December 20, 2019, in respect of an aggregate of 17,480,400 H Shares, representing approximately 15% of the total number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option), at the Offer Price per H Share, to cover the over-allocations in the International Offering.

There had been no purchase or sale of any H Shares on the market for the purpose of price stabilization by the Stabilization Manager during the stabilization period.

PUBLIC FLOAT

Immediately after the completion of the Global Offering and after the full exercise of the Over-allotment Option, the Company will continue to comply with the public float requirements under Rule 8.08(1)(a) of the Listing Rules.

By order of the Board Pharmaron Beijing Co., Ltd. 康龍化成(北京)新藥技術股份有限公司 Dr. Lou Boliang* Chairman

Hong Kong, December 23, 2019

As at the date of this announcement, the Board of Directors comprises Dr. Lou Boliang, Mr. Lou Xiaoqiang and Ms. Zheng Bei as executive Directors; Mr. Chen Pingjin, Mr. Hu Baifeng, Mr. Li Jiaqing and Mr. Zhou Hongbin as non-executive Directors; Mr. Dai Lixin, Ms. Li Lihua, Ms. Chen Guoqin, Ms. Shen Rong and Mr. Tsang Kwan Hung Benson as independent non-executive Directors.

  • For identification purposes only

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