Pharmaron Beijing Co., Ltd — Capital/Financing Update 2020

Sep 22, 2020

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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)

UPDATE ANNOUNCEMENT IN RELATION TO CONNECTED TRANSACTION ESTABLISHMENT OF THE FUND

Reference is made to the announcements of Pharmaron Beijing Co., Ltd. (the “ Company ”) dated January 20, 2020 and February 6, 2020 (the “ Announcements ”) in relation to the establishment of the Fund (the “ Connected Transaction ”). Terms used herein shall have the same meanings as defined in the Announcements.

The Company would like to provide updates to the shareholders regarding the latest development of the Connected Transaction.

The Company would like to announce that on February 19, 2020, the establishment procedures of the Fund have been completed and on August 24, 2020, the name of the Fund has been amended to Beijing Kangjun Ningyuan Equity Investment Partnership Enterprise (L.P.) 北京康君寧元 股權投資合夥企業（有限合夥）. On September 22, 2020, the Company, the General Partner and other Limited Partners to the Fund entered into a limited partnership agreement in relation to Beijing Kangjun Ningyuan Equity Investment Partnership Enterprise (L.P.) (the “ New Limited Partnership Agreement* ”) which amends certain terms of and restates the Limited Partnership Agreement.

The New Limited Partnership Agreement

Set out below are the terms which have been amended by the New Limited Partnership Agreement (the “ Amendments ”). Saved as disclosed below, all other terms in the New Limited Partnership Agreement as disclosed in the Announcements are substantially the same as those in the Limited Partnership Agreement.

Term of the Fund

Pursuant to the New Limited Partnership Agreement, the term of the Fund commences upon the date of the initial closing and shall continue for a period that ends on the 7th year anniversary of the date of the initial closing (unless terminated prior to the 7th year anniversary pursuant to the relevant terms of the New Limited Partnership Agreement), or as extended by the General Partner for an additional one-year period.

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Payment schedule of capital commitments

Regarding the payment schedule of the capital commitments of the Limited Partners, 40% of the respective capital commitments of the Limited Partners shall be paid upon the initial closing of the Fund or as indicated in the initial drawdown notice issued by the General Partner. The remainder of the respective capital commitments shall be paid in one or more tranches within the prescribed period as set out in the notices of drawdown issued by the General Partner. The General Partner shall provide at least 10 business days’ advance notice for each payment request.

Profit distribution

The General Partner shall use its best efforts to distribute profit in the form of cash. However, if the General Partner shall in its discretion decide that non-cash distribution better suits the interests of all Limited Partners, it may choose to, as approved by the consulting committee of the Fund, distribute profit in non-cash form. The General Partner shall then assist the transfer of distributed assets to each Limited Partner, and the Limited Partners may authorize and appoint the General Partner to dispose of such assets.

The Company considers that the Company, the investment in the Fund, the financial status or operational results of the Company will not be materially affected by the Amendments.

The Partners

The General Partner and the Limited Partners to the New Limited Partnership Agreement and their respective capital commitment are as set out below:

	Capital	Percentage of
	Commitment	equity interest
Partners	(RMB)	in the Fund
General Partner
Kangjun Investment	1 million	0.19%
Limited Partners
The Company	110 million	21.28%
Ningbo Yuanbo Investment Management
Partnership Enterprise (L.P.)*
(寧波元博投資管理合夥企業（有限合夥）)
(“Ningbo Yuanbo”)	87 million	16.83%
Li Qiang (李強)#	60 million	11.61%
Pingtanjianfa No.13 Equity Investment (L.P.)*
(平潭建發拾叁號股權投資合夥企業（有限合夥）)#	50 million	9.67%
Service Trade Innovative Development Fund (L.P.)*
(服務貿易創新發展引導基金（有限合夥）)#	50 million	9.67%
Wang Gang (王綱)#	40 million	7.74%

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	Capital	Percentage of
	Commitment	equity interest
Partners	(RMB)	in the Fund
Yu Yuejiang (郁岳江)#	30 million	5.80%
Shanghai Orient Securities Venture Investment Co., Ltd.*
(上海東方證券創新投資有限公司)#	20 million	3.87%
Jiangsu Dinghua Investment Co., Ltd.*
(江蘇鼎華投資有限公司)#	20 million	3.87%
Beijing Ningkang Zhiyuan Management
Consulting Partnership Enterprise (L.P.)*
(北京寧康致遠管理諮詢合夥企業（有限合夥）)
(“Beijing Ningkang”)	14 million	2.71%
Wang Ying (王穎)#	11 million	2.13%
Lasa Junqi Enterprise Management Co., Ltd.*
(拉薩君祺企業管理有限公司) (“Lasa Junqi”)	10 million	1.93%
Liu Yang (劉洋)#	10 million	1.93%
Ningbo Kangwan Enterprise Management
Consulting Partnership Enterprise (L.P.)*
(寧波康灣企業管理諮詢合夥企業（有限合夥）)
(“Ningbo Kangwan”)	4 million	0.77%
Total	517 million	100.00%

Note:

denotes Independent Third Party

As disclosed in the Announcements, Kangjun Investment is a connected person of the Company. Amongst the Limited Partners, the following Limited Partners are also connected persons of the Company under Chapter 14A of the Listing Rules:

1. Each of Ningbo Yuanbo, Ningbo Kangwan and Beijing Ningkang is a limited partnership established in the PRC and is beneficially owned by Ms. Zheng Bei and Mr. Lou Xiaoqiang, an executive Directors of the Company; and

2. Lasa Junqi is an entity controlled by Legend Capital, a Substantial Shareholder of the Company.

Save as disclosed above, each of the parties to the New Limited Partnership Agreement is an Independent Third Party.

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Other Limited Partners

Pingtanjianfa No.13 Equity Investment (L.P.)* (平潭建發拾叁號股權投資合夥企業（有限合 夥）) is a limited partnership established in the PRC principally engaged in equity investments and is ultimately owned by Xiamen Conference & Exhibition Group (廈門建發集團有限公司), a state-owned enterprise established in the PRC in 1980.

Service Trade Innovative Development Fund (L.P.)* (服務貿易創新發展引導基金（有限合夥）) is a state-owned limited partnership established in the PRC principally engaged in equity investment and investment management.

Shanghai Orient Securities Venture Investment Co., Ltd. (上海東方證券創新投資有限公司) is a limited company incorporated in the PRC and a subsidiary of Orient Securities Co., Ltd. (東方 證券股份有限公司), a company listed on the Stock Exchange (stock code: 3958) and a Chinese investment bank and brokerage firm headquartered in Shanghai.

Jiangsu Dinghua Investment Co., Ltd.* ( 江蘇鼎華投資有限公司) is a limited company incorporated in the PRC and a subsidiary of is Jiangsu Lihua Animal Industry Co., Ltd. (江蘇立華 牧業股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 300761) and is principally engaged in animal husbandry.

Save as disclosed above, all other information and content set out in the Announcements remain unchanged.

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

Beijing, the PRC September 22, 2020

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. Chen Guoqin, Mr. Tsang Kwan Hung Benson and Mr. Yu Jian as independent non-executive Directors.

• For identification purposes only

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