Pharmaron Beijing Co., Ltd — Capital/Financing Update 2021

Jul 27, 2021

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)

CONNECTED TRANSACTION IN RELATION TO INVESTMENT IN THE LEGEND HUIKANG FUND

INVESTMENT IN THE LEGEND HUIKANG FUND

On July 27, 2021, the Company (as a Limited Partner), Lasa Junqi (as a General Partner) and 37 other Limited Partners entered into the Limited Partnership Agreement in relation to the investment in the Legend Huikang Fund. Legend Capital has been appointed as the Fund Manager of the Legend Huikang Fund. The aim of the Legend Huikang Fund is to achieve and realize capital increment for the Limited Partners by investing in the healthcare industry.

The Legend Huikang Fund was established in the PRC on June 11, 2020 with a First Closing Date of October 22, 2020, and the investment by the Company under the Limited Partnership Agreement represents subsequent investments into the Legend Huikang Fund by the Company and other subsequent Limited Partners.

LISTING RULES IMPLICATIONS

Lasa Junqi is the general partner of Beijing Junlian Tongdao Investment Management Partnership (Limited Partnership) (北京君聯同道投資管理合夥企業(有限合夥)), which is in turn the general partner of Tianjin Junlian Wenda Equity Investment Partnership (Limited Partnership) (天津君聯聞達股權投資合夥企業(有限合夥)), a substantial shareholder of the Company.

In addition, amongst the 37 other Limited Partners, each of the following Limited Partners is a connected person of the Company: (i) Shanghai Junqi Equity Investment Management Co., Ltd. (上海君祺股權投資管理有限公司), a wholly-owned subsidiary of Legend Capital, a substantial shareholder of the Company; (ii) Zhuhai Legend Xincheng Equity Investment Fund (Limited Partnership) (珠海君聯信誠股權投資基金(有限合夥)), for which Lasa Junqi is the executive partner; (iii) Ningbo Longtaikang Investment Management Co., Ltd. (寧波龍泰康投資管理 有限公司), a company wholly-owned by Mr. LOU Xiaoqiang, our executive Director and a substantial shareholder; and (iv) Zhuhai Legend Jianning Equity Investment Enterprise (Limited Partnership) (珠海君聯健寧股權投資企業(有限合夥)), for which Lasa Junqi is the executive partner.

1

As such, the entering into of the Limited Partnership Agreement and the investment in the Legend Huikang Fund constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios (as defined in the Listing Rules) calculated with reference to the annual caps are more than 0.1% but less than 5%, and all applicable percentage ratios are less than 5%, the entering into of the Limited Partnership Agreement and the investment in the Legend Huikang Fund is only subject to the reporting and announcement requirements but does not require the approval by independent Shareholders of the Company.

INTRODUCTION

On July 27, 2021, the Company (as a Limited Partner), Lasa Junqi (as a General Partner) and 37 other Limited Partners entered into the Limited Partnership Agreement in relation to the investment in the Legend Huikang Fund. Legend Capital has been appointed as the Fund Manager of the Legend Huikang Fund. The aim of the Legend Huikang Fund is to achieve and realize capital increment for the Limited Partners by investing in the healthcare industry.

The Legend Huikang Fund was established in the PRC on June 11, 2020 with a First Closing Date of October 22, 2020, and the investment by the Company under the Limited Partnership Agreement represents subsequent investments into the Legend Huikang Fund by the Company and other subsequent Limited Partners.

THE LIMITED PARTNERSHIP AGREEMENT

The salient terms of the Limited Partnership Agreement are set out as follows:

Date

July 27, 2021

Parties

1. the Company (as a Limited Partner);

3. Lasa Junqi (as the General Partner); and

4. 37 other Limited Partners (as set out under “Size of the Legend Huikang Fund and Capital Contribution” below).

Investment Mandate

The Legend Huikang Fund invests in early and growth-stage healthcare projects with rapid growth potential, including but not limited to projects in the innovative drugs and biotechnology, medical devices and diagnostic technology, professional services and digital healthcare sectors, with a focus on investees which operates principally in China or on projects with applications that are closely related to domestic applications in China.

2

As at the date of this announcement, the Legend Huikang Fund has invested in a total of nine companies in the digital healthcare and medical devices industries, amongst which includes Jiaxing Kaishi Biotechnology Co., Ltd. (嘉興凱實生物科技股份有限公司), a pioneer in the research, development and manufacturing of in vitro diagnostic (IVD) devices in the PRC, Shanghai LePure Biotech Co., Ltd. (上海樂純生物技術有限公司), a leading developer of single-use technology consumables and devices and Wuhan Yeasen Biotechnology (Shanghai) Co., Ltd. (武漢翌聖生物 科技（上海）有限公司), a raw materials supplier focusing on supplies of molecular enzymes.

INVESTMENT RESTRICTIONS

The limited partnership may not make the following investments: (i) invest directly in land or real estate projects; (ii) deal in outstanding shares in the secondary market (the “ Securities Transactions ”), provided that the foregoing Securities Transactions do not include the following: securities transactions conducted by the limited partnership upon its exit from the invested project; the purchase of shares of listed companies from non-retail investors and the subscription of shares to be issued and placed by listed companies, other than for the purpose of obtaining short-term price difference, through block trade or negotiated transfer and other means permitted by the PRC laws and the relevant securities regulatory authorities. However, the capital used for the above subscriptions and placements shall not exceed 10% of the total capital contribution by the limited partnership; (iii) make investments in which the limited partnership has unlimited liability; (iv) provide sponsorship and donations; and (v) engaging in investment practices prohibited by laws and regulations.

Term of the Legend Huikang Fund

The term of the Legend Huikang Fund shall end on the date falling eight years from the First Closing Date. The General Partner may, at its sole discretion, extend the term of the Legend Huikang Fund for one year according to the operation needs of the Legend Huikang Fund. After the term of the Legend Huikang Fund is extended as abovementioned, the General Partner may propose, and if consented to by the Advisory Committee, the term of the Legend Huikang Fund may be further extended for another one year, and thereafter, upon the proposal of the General Partner and the consent of two-thirds, the term of the Legend Huikang Fund may be further extended.

Size of the Legend Huikang Fund and Capital Contribution

		Capital
No.	Partners	Contribution	Percentage
		(RMB)
	General Partner
1.	Lasa Junqi	25.00 million	1.13%
	Limited Partners
2.	Legend Holdings Corporation^	300.00 million	13.59%
3.	Hainan CMS Venture Capital Investment Co., Ltd. (海南	200.00 million	9.06%
	省康哲創業投資有限公司)^
4.	Service Trade Innovation Development Guide Fund	165.00 million	7.48%
	(Limited Partnership) (服務貿易創新發展引導基金(有
	限合夥))^

3

		Capital
No.	Partners	Contribution	Percentage
		(RMB)
5.	Beijing Lianrongzhiyuan Equity Investment Partnership	100.00 million	4.53%
	(Limited Partnership) (北京聯融致遠股權投資合夥企業
	(有限合夥))^
6.	China Life Reinsurance Company Ltd. (中國人壽再保險	100.00 million	4.53%
	有限責任公司)^
7.	Ningbo Meishan Free Trade Port Zone Gangyi Equity	100.00 million	4.53%
	Investment Partnership (Limited Partnership) (寧波梅山
	保稅港區乾怡股權投資合夥企業(有限合夥))^
8.	Zhuhai Legend Xincheng Equity Investment Fund (Limited	90.00 million	4.08%
	Partnership) (珠海君聯信誠股權投資基金(有限合夥))
9.	Ruiyuan Capital Management Co., Ltd. (瑞元資本管理有	80.00 million	3.62%
	限公司) (on behalf of Ruiyuan Capital – Zhenxuan No.
	5 Phase II FOF Asset Management Plan (瑞元資本－臻
	選5號2期FOF集合資產管理計劃))^
10.	Pintanjianfa No. 13 Equity Investment Partnership	80.00 million	3.62%
	(Limited Partnership) (平潭建發拾叁號股權投資合夥企
	業(有限合夥))^
11.	The Company	68.00 million	3.08%
12.	Bozhou Kangan Investment Fund Co., Ltd. (亳州市康安投	50.00 million	2.27%
	資基金有限公司)^
13.	Beijing Shengjingjiayi Investment Center (Limited	50.00 million	2.27%
	Partnership) (北京盛景嘉屹投資中心(有限合夥))^
14.	Beijing Jenkem Technology Co., Ltd. (北京鍵凱科技股份	50.00 million	2.27%
	有限公司)^
15.	China Academy of Science Liandong Innovation Equity	50.00 million	2.27%
	Investment Fund (Shaoxing) Partnership (Limited
	Partnership) (中科院聯動創新股權投資基金(紹興)合夥
	企業(有限合夥))^
16.	Ningbo Huachun Investment Management Partnership	50.00 million	2.27%
	(Limited Partnership) (寧波華淳投資管理合夥企業(有
	限合夥))^
17.	Puluosijianfa (Xiamen) Equity Investment Fund	50.00 million	2.27%
	Partnership (Limited Partnership) (普洛斯建發(廈門)股
	權投資基金合夥企業(有限合夥))^
18.	Shenzhen Kerui Technology Co., Ltd. (深圳科瑞技術股份	50.00 million	2.27%
	有限公司)^
19.	Suzhou Yuanjuxishan Investment Partnership (Limited	50.00 million	2.27%
	Partnership) (蘇州元聚熙善投資合夥企業(有限合夥))^
20.	Zhuhai Legend Jianning Equity Investment Enterprise	45.00 million	2.04%
	(Limited Partnership) (珠海君聯健寧股權投資企業(有
	限合夥))
21.	Shanghai Junqi Equity Investment Management Co., Ltd.	41.50 million	1.88%
	(上海君祺股權投資管理有限公司) (on behalf of Legend
	Healthcare No. 1 Private Equity Investment Fund (君聯
	醫療跟投一號私募股權投資基金))

4

		Capital
No.	Partners	Contribution	Percentage
		(RMB)
22.	Shanghai Junqi Equity Investment Management Co., Ltd.	26.50 million	1.20%
	(上海君祺股權投資管理有限公司) (on behalf of Legend
	Healthcare No. 2 Private Equity Investment Fund (君聯
	醫療跟投二號私募股權投資基金))
23.	Shanghai Junqi Equity Investment Management Co., Ltd.	22.60 million	1.02%
	(上海君祺股權投資管理有限公司) (on behalf of Legend
	Healthcare Private Equity Investment Fund (君聯聯控醫
	療私募股權投資基金))
24.	Ruiyuan Capital Management Co., Ltd. (瑞元資本管理有	37.50 million	1.70%
	限公司) (on behalf of Ruiyuan Capital – Zhenxuan No. 5
	FOF Asset Management Plan (瑞元資本－臻選5號FOF
	集合資產管理計劃))^
25.	Galaxy Capital Asset Management Co., Ltd (銀河資本資	25.70 million	1.16%
	產管理有限公司) (on behalf of Galaxy Capital – Jinli
	No. 1 FOF Asset Management Plan (銀河資本－錦利1
	號FOF集合資產管理計劃))^
26.	Galaxy Capital Asset Management Co., Ltd (銀河資本資	15.60 million	0.71%
	產管理有限公司) (on behalf of Galaxy Capital – Jinli
	No. 2 FOF Asset Management Plan (銀河資本－錦利2
	號FOF集合資產管理計劃))^
27.	Galaxy Capital Asset Management Co., Ltd (銀河資本資	22.15 million	1.00%
	產管理有限公司) (on behalf of Galaxy Capital – Jinli
	No. 3 FOF Asset Management Plan (銀河資本－錦利3
	號FOF集合資產管理計劃))^
28.	King Dragon Life Insurance Co., Ltd. (君龍人壽保險有限	30.00 million	1.36%
	公司)^
29.	Ningbo Longtaikang Investment Management Co., Ltd. (寧	30.00 million	1.36%
	波龍泰康投資管理有限公司)
30.	Suzhou Yuanjufanmao Investment Partnership (Limited	30.00 million	1.36%
	Partnership) (蘇州元聚帆茂投資合夥企業(有限合夥))^
31.	Changsha Gerong Private Equity Fund Partnership	29.17 million	1.32%
	(Limited Partnership) (長沙歌榕私募股權基金合夥企業
	(有限合夥))^
32.	Changsha Chengyue Private Equity Fund Partnership	33.97 million	1.54%
	(Limited Partnership) (長沙澄岳私募股權基金企業(有
	限合夥))^
33.	Changsha Geyun Private Equity Fund Partnership (Limited	30.45 million	1.38%
	Partnership) (長沙歌耘私募股權基金合夥企業(有限合
	夥))^
34.	Changsha Nuohui Private Equity Fund Partnership	25.99 million	1.18%
	(Limited Partnership) (長沙諾輝私募股權基金合夥企業
	(有限合夥))^
35.	Changsha Nuoyu Private Equity Fund Partnership (Limited	32.03 million	0.15%
	Partnership) (長沙諾域私募股權基金合夥企業(有限合
	夥))^
36.	Ningbo Meishan Free Trade Port Zone Binfu Investment	20.00 million	0.91%
	Partnership (Limited Partnership) (寧波梅山保稅港區彬
	馥創業投資合夥企業(有限合夥))^

5

		Capital
No.	Partners	Contribution	Percentage
		(RMB)
37.	Suzhou Guofasuchuang Intellectual Property Investment	20.00 million	0.91%
	Enterprise (Limited Partnership) (蘇州國發蘇創知識產
	權投資企業(有限合夥))^
38.	Suzhou Guofaxinchuang Industry Sanhao Investment	10.00 million	0.45%
	Enterprise (Limited Partnership) (蘇州國發新創產業叁
	號投資企業(有限合夥))^
	Total	2,207.33 million	100%

• ^ denotes Independent Third Party

Note: Any discrepancies between the totals and sums of amounts listed are due to rounding.

The capital contribution to the Legend Huikang Fund was determined after arm’s length negotiation among the General Partner and the Limited Partners with reference to the expected amount of capital contribution for the current round of fundraising which represents a subsequent closing of the Legend Huikang Fund and the amount each party subscribed for. The Company intends to fund its capital contribution from the existing internal resources of the Group.

Capital Call

The capital contribution of each Limited Partner shall be paid by instalments in accordance with the requirements listed in the payment notice. After the First Closing Date, the General Partner will issue the first payment notice to the Limited Partners. After the payment of the first instalment of capital contribution, the General Partner may, based on the investment progress, operation needs and use of funds of the Legend Huikang Fund, issue subsequent payment notices to the Limited Partners, and require each of such Limited Partners to pay the remaining instalments of capital contribution. The Limited Partners may also pay all or part of the capital contribution in advance as agreed between them and the General Partner.

Each time the General Partner requests the Limited Partners to make capital contributions, a written notice of payment (the “ Payment Notice ”) shall be issued to each of the Limited Partners. Subject to the otherwise consent of the General Partner and any one of the Partners (including the General Partner itself), such Partner may waive the requirement for the Payment Notice without reducing the payment obligation of such Partner. The Payment Notice shall be delivered to the Limited Partners at least ten working days in advance prior to the payment date of such contribution as specified therein (the “ Payment Date ”); however, for any initial capital contribution after the subsequent closing, the Payment Date may be otherwise agreed between the General Partner and the relevant Limited Partner.

Auditing of the Legend Huikang Fund

The books of accounts is established and independent accounting is conducted with the Legend Huikang Fund as the accounting entity. The General Partner prepares accounting statements in accordance with the Accounting Standards for Business Enterprises and submits quarterly, interim and annual reports to the Limited Partners on a regular basis.

Management of the Fund

The General Partner has set up an investment committee, the members of which are determined at the General Partner’s sole discretion. The primary duties of the investment committee are to vote for or against the General Partner’s recommendation in relation to investment(s) in or divestment(s) of the interests in the portfolio companies. The investment committee is accountable to the General Partner.

6

Within a reasonable time after the First Closing Date, the General Partner shall establish an advisory committee comprising representatives of Limited Partners invited by the General Partner, and each Limited Partner with a subscribed capital contribution of not less than RMB200.00 million shall be entitled to nominate one member of the advisory committee; for any Limited Partner with a subscribed capital contribution of less than RMB200.00 million, upon the proposal of the General Partner and with the approval by more than half of the members of the advisory committee appointed by Limited Partners with a subscribed capital contribution of not less than RMB200.00 million, such Limited Partner shall also be entitled to nominate one member of the advisory committee. The representative of the General Partner shall be the chairman of the advisory committee with no voting rights and shall be responsible for organizing and convening the meetings of the advisory committee; in respect of matters such as the formation, convening and holding of meetings of the advisory committee, where the representative of the General Partner is unable to perform the relevant duties or fails to perform the relevant duties, a member jointly elected by more than half of the members of the advisory committee shall convene and preside over the meeting. For any project investment by the Fund in the same portfolio company of more than 15% of the total amount of capital subscribed, the consent of the advisory committee shall be obtained; and for any project investment by the Fund in the same portfolio company of more than 20% of the total amount of capital subscribed, the consent of two-thirds of the advisory committee shall be obtained.

Management Fee

During the investment period, the Legend Huikang Fund shall pay management fees to the Management Company at 2%/year of the sum of the subscribed capital contribution by all the Limited Partners, provided that after each divestment of investment projects of the Legend Huikang Fund (including the recognition of loss of investment principal), the recovered project investment principal (excluding the portion re-used for project investment as agreed in the Limited Partnership Agreement) and the recognized investment principal loss shall be deducted from the calculation of the management fee in the subsequent management fee payment period.

From the end of the investment period or the next management fee payment period after the commencement of the suspension period of the investment as agreed in the Limited Partnership Agreement, the Legend Huikang Fund shall pay the management fee at 2%/year on the basis of the paid-in capital contribution of all the Limited Partners that has been used for project investment but has not divested (the payment standard for each management fee payment period is calculated on the basis of the remaining investment principal as at the commencement date of each management fee payment period minus the portion of the balance of recognized investment principal loss which is shared by the Limited Partners).

The management fee is payable quarterly in four instalments each year, and the management fee payable for the first and last instalments shall be calculated on the basis of the actual number of days under management as a proportion of the corresponding quarter.

No management fee is payable by the General Partner and the Special Limited Partners.

7

Distribution of Returns

(1) Cash distribution

Among the cash available for distribution, the General Partner and the Special Limited Partners shall each distribute to the General Partner and the Special Limited Partners in accordance with the distribution ratio agreed in the Limited Partnership Agreement; the portion available for distribution to the Limited Partners shall be calculated in accordance with the distribution ratio as agreed in the Limited Partnership Agreement and shall be further distributed between the Limited Partners and the General Partner in the following order:

• 1) First, to the Limited Partners until the accumulated amount distributed by the Limited Partners is equal to its paid-in capital contribution;

• 2) Secondly, to the Limited Partners until the Limited Partners have realized a preferred return at an internal rate of return of 8% per annum (the “ Preferred Return ”) in respect of the amount under item (1) above from the date on which each tranche of capital contribution is actually paid to the Legend Huikang Fund up to the date on which the corresponding capital contribution is recovered by the Limited Partners through the distribution under item (1) above (if the capital contribution is made by instalments and/ or recovered by instalments, it shall be calculated in accordance with the principle of “ payment first and recovery first ” for each instalment);

• 3) Thirdly, to the General Partner such that the cumulative distribution amount of the General Partner in accordance with item (3) herein shall be equal to: the Preferred Return/80%×20%;

• 4) If there is any balance, 20% will be distributed to the General Partner and 80% will be distributed to the Limited Partners.

(2) Non-cash distribution

Prior to the completion of liquidation of the Legend Huikang Fund, the General Partner shall use its reasonable endeavors to realize the investment of the Limited Partnership and avoid distribution in non-cash manner; upon the proposal of the General Partner and with the consent of two-thirds, the General Partner may decide to distribute in non-cash manner. In the case of non-cash distribution, 1) if the non-cash assets are publicly traded securities, the value of such securities shall be determined based on the arithmetic average of the daily weighted average price of such securities within fifteen trading days prior to the date on which the distribution decision is made, or 2) if the non-cash assets do not have a listing price or a public trading price, unless more than half of the members of the advisory committee agree with the value determined by the General Partner, the General Partner shall engage an independent third party (the engagement of such independent third party shall be approved by the advisory committee) to conduct valuation to determine its value. If the advisory committee agrees with the value determined by the General Partner, such value shall prevail.

8

Rights and Liabilities of General Partner and Limited Partners

The General Partner is the executive partner of the Legend Huikang Fund, the General Partner exclusively has the full power to manage, control, operate and make decisions on the Legend Huikang Fund and its investment business and other activities, and the power is exercised directly by the General Partner or through its appointed representative(s).

The General Partner may entrust the management function of the Legend Huikang Fund’s investment business to the Management Company. The current Management Company designated by the General Partner is Legend Capital Co., Ltd. Legend Capital Co., Ltd. may, independently, decide to arrange for its wholly-owned subsidiaries to assist it in performing its management duties for the Legend Huikang Fund, and the Management Company shall be jointly and severally liable for the debts and liabilities of the Legend Huikang Fund incurred by the above-mentioned whollyowned subsidiaries due to the performance of part of their management duties for the Legend Huikang Fund. Despite the above, the General Partner shall not change the Management Company without the consent of two-thirds (Special Limited Partners and related partners shall abstain from voting on this matter).

The Limited Partners shall not carry out the management or other affairs of the Legend Huikang Fund, and shall not represent the Legend Huikang Fund externally.

Exit Mechanism

The Limited Partners may apply to the General Partner for the transfer of the Partnership Interests in accordance with the Limited Partnership Agreement subject to the consent of the General Partner.

REASONS FOR AND BENEFITS OF ENTERING INTO THE LIMITED PARTNERSHIP AGREEMENT

The Legend Huikang Fund invests in early and growth-stage healthcare projects with rapid growth potential, including but not limited to projects in innovative drugs and biotechnology, medical devices and diagnostic technology, professional services and digital healthcare, with a focus on investees which operates principally in China or on projects with applications that are closely related to domestic applications in China. The Board considers that, by participating in the Legend Huikang Fund and relying on the capabilities and experience of the professional investment institutions of the partners of the Fund, the Company is able to make full use of advantages of all parties in project collection and research in the industry to enlarge the investment capacity of the Company, reduce the risk of merger and acquisition in the industry, actively grasp the good opportunities in the development of the industry, accelerate the realization of the Company’s strategic objectives, and improve the Company’s future profitability and work together to promote the synergistic development of the healthcare industry. This investment in the Legend Huikang Fund will not have a significant impact on the Company’s financial situation and operating results in the short term.

In the subsequent operation of the Legend Huikang Fund, there may be various risk factors such as project implementation, risk management and control, uncertainty of investment income and divestment. The Company will perform corresponding decision-making procedures and make corresponding information disclosure in strict compliance with the Articles of Association and the provisions of relevant laws and regulations based on the progress of the matter.

9

The Directors (including the independent non-executive Directors) are of the view that the entering into of the Limited Partnership Agreement and the investment in the Legend Huikang Fund are in the ordinary and usual course of business of the Group and on normal commercial terms, and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

GENERAL

Information on the Group

The Company is a leading fully-integrated pharmaceutical R&D services platform with global operations to accelerate drug innovation for our customers. The principal activity of the Group is to provide contract research, development and manufacturing services for innovative pharmaceutical products throughout the research and development cycle and the services fall into three major categories: laboratory services, chemistry, manufacturing and controls (“ CMC ”) (small molecule CDMO) services and clinical development services.

Information on Lasa Junqi

Lasa Junqi is a limited company established in the PRC on October 10, 2013 with a registered capital of RMB10.00 million, it is wholly owned by Legend Capital which is in turn controlled by Mr. Zhu Linan, Mr. Chen Hao and Mr. Wang Nengguang. Lasa Junqi is principally engaged in investment management, asset management, investment consulting and enterprise management consulting.

Information on Limited Partners who are associates of connected persons of the Group

Amongst the 37 other Limited Partners, Shanghai Junqi Equity Investment Management Co., Ltd. (上海君祺股權投資管理有限公司), Zhuhai Legend Xincheng Equity Investment Fund (Limited Partnership) (珠海君聯信誠股權投資基金(有限合夥)), Ningbo Longtaikang Investment Management Co., Ltd. (寧波龍泰康投資管理有限公司) and Zhuhai Legend Jianning Equity Investment Enterprise (Limited Partnership) (珠海君聯健寧股權投資企業(有限合夥)) are associates of connected persons of the Company.

Shanghai Junqi Equity Investment Management Co., Ltd. (上海君祺股權投資管理有限公司) is a limited company established in the PRC on August 8, 2011 with a registered capital of RMB1.00 million, it is wholly owned by Legend Capital which is in turn controlled by Mr. Zhu Linan, Mr. Chen Hao and Mr. Wang Nengguang. Shanghai Junqi Equity Investment Management Co., Ltd. (上海君祺股權投資管理有限公司) is principally engaged in equity investment management and investment management.

Zhuhai Legend Xincheng Equity Investment Fund (Limited Partnership) (珠海君聯信誠股權投 資基金(有限合夥)) is a limited partnership established in the PRC on March 25, 2020 with a registered capital of RMB91.00 million. It is owned as to 1.0989% by Lasa Junqi as the executive partner, 32.967%, 32.967%, 21.978% and 10.989% by Mr. Kang Chen, Mr. Liu Xiaoming, Mr. Chen Jian and Mr. Kang Le, respectively, as limited partners. Zhuhai Legend Xincheng Equity Investment Fund (Limited Partnership) (珠海君聯信誠股權投資基金(有限合夥)) is principally engaged in equity investment.

10

Ningbo Longtaikang Investment Management Co., Ltd. (寧波龍泰康投資管理有限公司) is a limited company established in the PRC on August 24, 2015 with a registered capital of RMB11.65 million and is owned as to 100% by Mr. Lou Xiaoqiang, our executive Director and a substantial shareholder of the Company. It is principally engaged in investment management, asset management and provision of investment consultation services.

Zhuhai Legend Jianning Equity Investment Enterprise (Limited Partnership) (珠海君聯健寧股權 投資企業(有限合夥)) is a limited partnership established in the PRC on October 21, 2020 with a registered capital of RMB46.00 million. It is owned as to 2.1739% by Lasa Junqi as its executive partner, 32.6087%, 21.7391%, 21.7391% and 21.7391% by Mr. Zhang Guangyao, Ningbo Chuansheng Enterprise Management Partnership (Limited Partnership) (寧波傳聖企業管理合夥企 業(有限合夥)), Mr. Yang Ping and Ms. Zhao Xiaohua, respectively, as limited partners.

Information on other major Limited Partners

Legend Holdings Corporation is a joint stock limited company incorporated in the PRC with limited liability whose overseas listed shares are listed on the Main Board of the Stock Exchange (stock code: 03396). It is a diversified investment holding company with industries spanning information technology, financial services, innovative consumption and services, agriculture and good, advanced manufacturing and professional services, financial investment and other fields.

Hainan CMS Venture Capital Investment Co., Ltd. (海南省康哲創業投資有限公司) is a limited company established in the PRC on June 22, 2021 with registered capital of RMB1,000.00 million. It is wholly owned by CMS Medical Venture Investment (HK) Limited (康哲醫藥創投(香港) 有限公司), a limited company incorporated in Hong Kong, a wholly-owned subsidiary of China Medical System Holdings Limited (康哲藥業控股有限公司) (a company incorporated in the Cayman Islands with limited liability whose ordinary shares are listed on the Main Board of the Stock Exchange (stock code: 867)).

Service Trade Innovation Development Guide Fund (Limited Partnership) (服務貿易創新發展引 導基金(有限合夥)) is a limited partnership established in the PRC on November 10, 2017 with registered capital of RMB10,008.00 million and its executive partner is China Merchants Capital Management (Beijing) Co., Ltd. (招商局資本管理(北京)有限公司), a corporation subordinate to the China Merchants Group (招商局集團有限公司).

Save as disclosed above under the paragraphs headed “Information on Limited Partners who are associates of connected persons of the Group”, all other Limited Partners are Independent Third Parties.

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Information on the Fund Manager’s Experience and Expertise

Legend Capital is a limited company established in the PRC on November 19, 2003 with a registered capital of RMB1,000.00 million. It is owned as to 80% by Beijing Juncheng Hezhong Investment Management Partnership (Limited Partnership) (北京君誠合眾投資管理合夥企業(有限 合夥)), which is ultimately controlled by Mr. Zhu Linan, Mr. Chen Hao and Mr. Wang Nengguang, and 20% by Legend Holdings Corporation, a company listed on the Hong Kong Stock Exchange (stock code: 3396). Legend Capital is a registered private equity fund manager registered with the Asset Management Association of China (中國證券投資基金業協會). Legend Capital focuses on early-stage venture capital and expansion-stage growth capital investment in the TMT, healthcare and culture and sports sectors. Its operating history dates back to 2001 and is one of the early entrants in the private equity industry in China. Legend Capital contributes to the management of the Fund by way of its financing experience, investment network, portfolio management experience, consulting capability in strategic investment and business ecosystem of investees.

LISTING RULES IMPLICATIONS

Lasa Junqi is the general partner of Beijing Junlian Tongdao Investment Management Partnership (Limited Partnership) (北京君聯同道投資管理合夥企業(有限合夥)), which is in turn the general partner of Tianjin Junlian Wenda Equity Investment Partnership (Limited Partnership) (天津君聯 聞達股權投資合夥企業(有限合夥)), a substantial shareholder of the Company.

In addition, amongst the 37 other Limited Partners, each of the following Limited Partners is a connected person of the Company: (i) Shanghai Junqi Equity Investment Management Co., Ltd. (上海君祺股權投資管理有限公司), a wholly-owned subsidiary of Legend Capital, a substantial shareholder of the Company; (ii) Zhuhai Legend Xincheng Equity Investment Fund (Limited Partnership) (珠海君聯信誠股權投資基金(有限合夥)), a limited partnership for which Lasa Junqi is the executive partner; (iii) Ningbo Longtaikang Investment Management Co., Ltd. (寧波龍泰康 投資管理有限公司), a company wholly-owned by Mr. LOU Xiaoqiang, our executive Director and a substantial shareholder; and (iv) Zhuhai Legend Jianning Equity Investment Enterprise (Limited Partnership) (珠海君聯健寧股權投資企業(有限合夥)), a limited partnership for which Lasa Junqi is the executive partner.

As such, the entering into of the Limited Partnership Agreement and the investment in the Legend Huikang Fund constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios (as defined in the Listing Rules) calculated with reference to the annual caps are more than 0.1% but less than 5%, and all applicable percentage ratios are less than 5%, the entering into of the Limited Partnership Agreement and the investment in the Legend Huikang Fund is only subject to the reporting and announcement requirements but does not require the approval by independent Shareholders of the Company.

BOARD’S APPROVAL

The Limited Partnership Agreement was approved by the Board. Since Mr. Lou Xiaoqiang is the sole shareholder of Ningbo Longtaikang Investment Management Co., Ltd. (寧波龍泰康投資管 理有限公司), a Limited Partner, and Mr. Li Jiaqing is a director of Legend Capital and Mr. Zhou Hongbin is employed by Legend Capital, Mr. Lou Xiaoqiang, Dr. Lou Boliang, Ms. Zheng Bei, Mr. Li Jiaqing and Mr. Zhou Hongbin have abstained from voting on the relevant resolutions of the Board approving the Limited Partnership Agreement.

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DEFINITIONS

In this announcement, the following expressions shall have the meaning set out below unless the context otherwise requires:

“associate(s)” have the meaning ascribed to it under the Listing Rules “Board” the board of Directors of the Company “Company” Pharmaron Beijing Co., Ltd.* (康龍化成(北京)新藥技術股份 有限公司), a joint stock limited company incorporated under the laws of the PRC, the A Shares of which are listed on the Shenzhen Stock Exchange (stock code: 300759) and the H Shares of which are listed on the Main Board of the Hong Kong Stock Exchange (stock code: 3759) “connected person(s)” has the same meaning as ascribed to it under the Listing Rules “consent of two-thirds” the obtaining of the express consent of one or more of the Limited Partners with a total amount of capital contribution of two-thirds or more of the total amount of capital contributions made by all such Limited Partners, excluding the Limited Partners who have defaulted. When it is expressly provided in the Limited Partnership Agreement that the Special Limited Partner or a related partner shall abstain from voting, the capital contribution of them shall not be included in the total amount of contribution abovementioned “Director(s)” the director(s) of the Company “First Closing Date” October 22, 2020 “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Independent Third a person or entity which, to the best of the Directors’ knowledge Party (ies)” having made all reasonable enquiries, is not a connected person of our Company within the meaning of the Listing Rules “Lasa Junqi” or the Lasa Junqi Enterprise Management Co., Ltd. (拉薩君祺企業管 “General Partner” 理有限公司), the general partner of Beijing Junlian Tongdao Investment Management Partnership (Limited Partnership) (北 京君聯同道投資管理合夥企業(有限合夥)), which is in turn the general partner of Tianjin Junlian Wenda Equity Investment Partnership (Limited Partnership) (天津君聯聞達股權投資合夥企 業(有限合夥)), a substantial shareholder of the Company

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“Legend Capital” or	Legend Capital Co., Ltd. (君聯資本管理股份有限公司), the sole
“Fund Manager” or	shareholder of Lasa Junqi
“Management Company”
“Legend Huikang Fund”	Beijing Legend Huikang Equity Investment Partnership (Limited
	Partnership) (北京君聯惠康股權投資合夥企業(有限合夥))
“Limited Partner(s)”	the limited partners of the Fund as set out under the paragraph
	headed “Limited Partners” in this announcement
“Limited Partnership	the limited partnership agreement dated July 27, 2021 entered
Agreement”	into by the Company, Lasa Junqi and other Limited Partners in
	relation to the investment in the Fund
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange of Hong Kong Limited as amended from time to time
“PRC”	the People’s Republic of China excluding Hong Kong, the Macao
	Special Administrative Region of the People’s Republic of China
	and Taiwan for the purpose of this announcement
“RMB”	Renminbi, the lawful currency of the PRC
“Share(s)”	ordinary shares in the capital of our Company with a nominal
	value of RMB1.00 each, comprising A Shares and H Shares
“Shareholder(s)”	holder(s) of the Share(s)
“Special Limited Partners”	Shanghai Junqi Equity Investment Management Co., Ltd. (上海君
	祺股權投資管理有限公司) (on behalf of Legend Healthcare No.
	1 Private Equity Investment Fund (君聯醫療跟投一號私募股權
	投資基金)), Shanghai Junqi Equity Investment Management Co.,
	Ltd. (上海君祺股權投資管理有限公司) (on behalf of Legend
	Healthcare No. 2 Private Equity Investment Fund (君聯醫療跟投
	二號私募股權投資基金)) and Shanghai Junqi Equity Investment
	Management Co., Ltd. (上海君祺股權投資管理有限公司) (on
	behalf of Legend Healthcare Private Equity Investment Fund (君
	聯聯控醫療私募股權投資基金))

“Stock Exchange” The Stock Exchange of Hong Kong Limited

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“subsidiary”

has the meaning ascribed to it under the Listing Rules and the term “subsidiaries” shall be construed accordingly

• “substantial shareholder(s)”

has the meaning ascribed to it under the Listing Rules

“%”

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 Chairman Dr. Lou Boliang

Beijing, the PRC July 27, 2021

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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