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

Jun 8, 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.

This announcement is for information purposes only and does not constitute an invitation or solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.

This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement and the information herein do not constitute or form a part of any offer or solicitation to purchase, subscribe or sell securities in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ Securities Act ”), or the securities laws of any state of the United States or other jurisdiction. The securities referred to herein will be offered and sold outside the United States in reliance on Regulation S under the Securities Act (the “ Regulation S ”) and may not be offered or sold within the United States absent registration or an applicable exemption from registration under the Securities Act. No public offering of the securities referred to herein is being or will be made in the United States or in any other jurisdiction where such an offering is restricted or prohibited. No money, securities or other consideration is being solicited by this announcement or the information contained herein and, if sent in response to this announcement or the information contained herein, will not be accepted.

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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)

PROPOSED ISSUE OF (I) USD-DENOMINATED CONVERTIBLE BONDS AND (II) RMB-DENOMINATED USD-SETTLED CONVERTIBLE BONDS

This announcement is made by the Company pursuant to Part XIVA of the SFO and Rule 13.09 of the Listing Rules.

The Company proposes to conduct an international offering of (i) USD-denominated convertible bonds and (ii) RMB-denominated USD-settled convertible bonds to professional investors only.

As at the date of this announcement, the amount, terms and conditions of the Proposed Bonds Issue have yet to be determined. Upon finalizing the terms of the Bonds, the Company and the Joint Lead Managers are expected to enter into a subscription agreement in respect of the Proposed Bonds Issue. The completion of the Proposed Bonds Issue is subject to market conditions and investor interest. The Company will make further announcement(s) in respect of the Proposed Bonds Issue should the subscription agreement in respect of the Proposed Bonds Issue be signed. The Bonds to be issued under the Proposed Bonds Issue will not be offered or sold in Hong Kong to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Bonds to be issued under the Proposed Bonds Issue will be offered by way of debt issue to professional investors only.

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Any Bonds to be issued under the Proposed Bonds Issue and any Conversion Shares have not been, and will not be registered under the Securities Act or the securities laws of any state of the United States and no public offering will be made in the United States. Neither the Bonds nor the Conversion Shares may be offered or sold within the United States absent registration under, or an applicable exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and applicable state or local securities laws of the United States. The Bonds will be offered, sold or delivered outside the United States in offshore transactions in reliance on Regulation S under the Securities Act.

As no definitive agreement in relation to the Proposed Bonds Issue has been entered into as at the time of release of this announcement, the Proposed Bonds Issue may or may not materialize. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company.

This announcement is made by the Company pursuant to Part XIVA of the SFO and Rule 13.09 of the Listing Rules.

THE PROPOSED BONDS ISSUE

The Company proposes to conduct an offering of (i) USD-denominated convertible bonds and (ii) RMB-denominated USD-settled convertible bonds to professional investors only.

Goldman Sachs (Asia) L.L.C. and CLSA Limited have been appointed as the Joint Global Coordinators, the Joint Bookrunners and the Joint Lead Managers and J.P. Morgan Securities plc has been appointed as the Joint Bookrunner and the Joint Lead Manager in respect of the Proposed Bonds Issue.

The completion of the Proposed Bonds Issue is subject to, among other things, market conditions and investor interest. As at the time of release of this announcement, the amount, terms and conditions of the Proposed Bonds Issue have yet to be determined. Upon finalizing the terms of the Bonds, the Company and the Joint Lead Managers are expected to enter into a subscription agreement in respect of the Proposed Bonds Issue. The Company will make further announcement(s) in respect of the Proposed Bonds Issue should the subscription agreement in respect of the Proposed Bonds Issue be signed.

The Bonds will only be offered, sold and delivered outside the United States in offshore transaction in reliance on Regulation S under the Securities Act. None of the Bonds will be offered to the public in Hong Kong other than to “professional investors” as defined in Chapter 37 of the Listing Rules and in the SFO and the rules made thereunder and none of the Bonds will be placed to any connected person of the Company.

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PROPOSED USE OF PROCEEDS

The Group intends to apply the net proceeds as follows: (i) expanding capacities and capabilities of our pharmaceutical process development and manufacturing facilities (i.e. CMC services) for small molecule drugs, (ii) expanding our R&D and manufacturing service platform for biologics, (iii) expanding capabilities of our laboratory services, (iv) expanding capacities and capabilities of our laboratory and manufacturing facilities in the United Kingdom, and (v) working capital and general corporate purposes.

LISTING

Should the Proposed Bonds Issue be materialised, a formal application would be made by the Company to the Hong Kong Stock Exchange for the listing of, and permission to deal in the Bonds, on the Hong Kong Stock Exchange and an application would be made by the Company to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the H Shares to be issued upon the exercise of the conversion rights attaching to the Bonds on the Hong Kong Stock Exchange. Listing of the Bonds on the Hong Kong Stock Exchange is not to be taken as an indication of the commercial merits or credit quality of the Company or the Bonds.

INFORMATION ON THE GROUP

The Group is a leading fully-integrated pharmaceutical research and development service platform with global operations to accelerate drug innovation for its customers.

GENERAL MANDATE

At the 2020 annual general meeting of the Company held on May 28, 2021, a special resolution was passed to grant a general mandate (the “ General Mandate ”) to the Directors to issue, allot, or deal with additional H Shares not exceeding 26,803,300 H Shares, equivalent to 20% of the aggregate nominal amount of H Shares of the Company in issue as at the date of the 2020 annual general meeting, which amounted to 134,016,500 H Shares. A special resolution was also passed on the Company’s second extraordinary general meeting of 2020 held on July 23, 2020 to grant authorization to the Board to issue onshore and offshore debt financing instruments.

It is intended that any Conversion Shares which may fall to be issued upon the conversion of the Bonds will be issued under the General Mandate.

As no definitive agreement in relation to the Proposed Bonds Issue has been entered into as at the time of release of this announcement, the Proposed Bonds Issue may or may not materialize. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company.

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DEFINITIONS

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

“A Share(s)”	domestic shares of the Company, with a nominal value of RMB1.00
	each, which are listed on the Shenzhen Stock Exchange
“Board”	the board of directors of the Company
“Bonds”	the (i) USD-denominated convertible bonds and (ii) RMB-
	denominated USD-settled convertible bonds proposed to be issued
	by 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”	has the meaning given to it in the Listing Rules
“Conversion Share(s)”	the H Share(s) to be issued upon the conversion of the Bonds
“Director(s)”	the director(s) of the Company
“Group”	the Company and its subsidiaries
“H Share(s)”	the overseas-listed foreign share(s) in the share capital of the
	Company with a nominal value of RMB1.00 each
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Hong Kong	The Stock Exchange of Hong Kong Limited
Stock Exchange”
“Joint Bookrunners”	Goldman Sachs (Asia) L.L.C., CLSA Limited and J.P. Morgan
	Securities plc
“Joint Global	Goldman Sachs (Asia) L.L.C. and CLSA Limited
Coordinators”
“Joint Lead Managers”	Goldman Sachs (Asia) L.L.C., CLSA Limited and J.P. Morgan
	Securities plc

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“Listing Rules”	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
“professional investors”	as defined in Chapter 37 of the Listing Rules and in the SFO and the
	rules made thereunder
“PRC”	the People’s Republic of China, excluding for the purpose of this
	announcement, Hong Kong, Macau Special Administrative Region
	and Taiwan
“Proposed Bonds Issue”	the proposed issue of the Bonds by the Company
“RMB”	renminbi, the lawful currency of the PRC
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
	Kong)
“United States”	the United States of America
“USD”	United States dollars, the lawful currency of the United States

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 June 8, 2021

As at the date of this announcement, the Board of Directors of the Company 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, and 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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