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

Jan 10, 2020

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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.

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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)

(1) PROPOSED INCREASE IN REGISTERED CAPITAL AND

(2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

PROPOSED INCREASE IN REGISTERED CAPITAL

Reference is made to the prospectus of the Company dated November 14, 2019 for the Global Offering and the announcement of the Company dated December 23, 2019 for the full exercise of the over-allotment option.

The Board has proposed in the Board Meeting to seek the approval of the Shareholders at the EGM and the H Shares Class Meeting on an increase in the registered capital of the Company to be consistent with the current share capital structure of the Company after the Global Offering.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Board has proposed in the Board Meeting to seek the approval of the Shareholders at the EGM on the amendments to the relevant provisions in the Articles of Association.

PROPOSED INCREASE IN REGISTERED CAPITAL

Reference is made to the prospectus of the Company dated November 14, 2019 for the Global Offering and the announcement of the Company dated December 23, 2019 for the full exercise of the over-allotment option.

The Board has proposed in the Board Meeting to seek the approval of the Shareholders at the EGM and the H Shares Class Meeting on the increase in the number of issued shares of the Company from 660,370,962 Shares to 794,387,462 Shares, and the increase in the Company’s registered capital from RMB660,370,962 to RMB794,387,462 accordingly to be consistent with the current share capital structure of the Company after the Global Offering. The increased number of Shares of 134,016,500 are all H Shares issued and allotted under the Global Offering, 17,480,400 of which were issued and allotted upon the full exercise of the over-allotment option.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Board has proposed at the Board Meeting to seek the approval of the Shareholders at the AGM on the following amendments to the Articles of Association:

Before amendment	After amendment
Article 3As approved by the China Securities Regulatory Commission on December 24, 2018, the Company publicly issued an initial 65,630,000 RMB-denominated ordinary shares and was listed on the Shenzhen Stock Exchange on January 28, 2019. As approval by the China Securities Regulatory Commission on [ ••• ] [ ••• ], [••• ], the Company issued [••• ] overseas-listed foreign shares (the “H Shares”) which were listed on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) on [ ••• ] [ ••• ], [ •••].	Article 3As approved by the China Securities Regulatory Commission on December 24, 2018, the Company publicly issued an initial 65,630,000 RMB-denominated ordinary shares and was listed on the Shenzhen Stock Exchange on January 28, 2019. As approval by the China Securities Regulatory Commission onOctober 25, 2019, the Company issued116,536,100overseas-listed foreign shares (the “H Shares”) and over-allotted 17,480,400 H Shareswhich were listed on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”)on November 28, 2019 and December 27, 2019, respectively.
Article 6The registered capital of the Company is RMB[••• ].	Article 6The registered capital of the Company is RMB794,387,462.
Article 21Upon approval by the examining and approving authorities authorized by the State Council, the total number of ordinary shares that may be issued by the Company shall be [ ••• ], in which [ ••• ] shares are domestic listed domestic shares, representing [ ••• ]% of the total number of ordinary shares issued by the Company, [ ••• ] shares are domestic listed foreign shares, representing [ ••• ]% of the total number of ordinary shares issued by the Company, and [ ••• ] shares are H Shares, representing [•••]% of the total number of ordinary shares issued by the Company.	Article 21Upon approval by the examining and approving authorities authorized by the State Council, the total number of ordinary shares that may be issued by the Company shall be794,387,462, in which660,370,962 shares are domestic listed domestic shares, representing83.13%of the total number of ordinary shares issued by the Company, and 134,016,500shares are H Shares, representing 16.87%of the total number of ordinary shares issued by the Company.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings:

“A Share(s)”

ordinary share(s) of the Company with nominal value of RMB1.00 each listed on the Shenzhen Stock Exchange

“Articles of Association”

the articles of association of the Company currently in force

“Board” or

the board of Directors of the Company

“Board of Directors“

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“Board Meeting”	the meeting of the Board held on Thursday, January 9, 2020
“Company”	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
“Director(s)”	director(s) of the Company
“EGM”	the extraordinary general meeting of the Company to be held to
	at 6 Tai-He Road, Beijing Economic Technological Development
	Area, Beijing, the PRC on Friday, February 7, 2020 at 2:30 p.m.
	or any adjournment thereof
“H Share(s)”	overseas-listed foreign share(s) in the share capital of the
	Company, with nominal value of RMB1.00 each, listed on the
	Main Board of the Hong Kong Stock Exchange
“H Shares Class Meeting”	the H Shares class meeting of the Company to be held at 6 Tai-
	He Road, Beijing Economic Technological Development Area,
	Beijing, the PRC on Friday, February 7, 2020 at 2:30 p.m. or any
	adjournment thereof
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“PRC”	the People’s Republic of China, for the purpose of this
	announcement, excluding Hong Kong, Macau Special
	Administrative Region of the PRC and Taiwan
“RMB”	Renminbi, the lawful currency of the PRC
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“%”	per cent
	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, January 10, 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. 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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