Pharmaron Beijing Co., Ltd — Capital/Financing Update 2023

Jul 26, 2023

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 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)

FURTHER ADJUSTMENT OF THE CONVERSION PRICE OF US$300.0 MILLION ZERO COUPON CONVERTIBLE BONDS DUE 2026 (Debt Stock Code: 40725)

AND

FURTHER ADJUSTMENT OF THE CONVERSION PRICE OF RMB$1,916.0 MILLION ZERO COUPON US$-SETTLED CONVERTIBLE BONDS DUE 2026 (Debt Stock Code: 40733)

FURTHER ADJUSTMENT OF THE CONVERSION PRICE OF US$300.0 MILLION ZERO COUPON CONVERTIBLE BONDS DUE 2026

In accordance with the terms and conditions of the Series 1 Bonds, as a result of the declaration of the 2022 Profit Distribution and the 2022 Capitalization of Reserve by the Company, the conversion price of the Series 1 Bonds will be further adjusted from HK$166.42 per H Share to HK$110.32 per H Share, with effective from July 27, 2023, being the day immediately after the Record Date, i.e. July 26, 2023, for determining H Shareholders’ entitlement to the 2022 Profit Distribution and 2022 Capitalization of Reserve.

FURTHER ADJUSTMENT OF THE CONVERSION PRICE OF RMB$1,916.0 MILLION ZERO COUPON US$-SETTLED CONVERTIBLE BONDS DUE 2026

In accordance with the terms and conditions of the Series 2 Bonds, as a result of the declaration of the 2022 Profit Distribution and the 2022 Capitalization of Reserve by the Company, the conversion price of the Series 2 Bonds will be further adjusted from HK$152.32 per H Share to HK$100.97 per H Share with effective from July 27, 2023, being the day immediately after the Record Date, i.e. July 26, 2023, for determining H Shareholders’ entitlement to the 2022 Profit Distribution and 2022 Capitalization of Reserve.

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References are made to (i) the announcements (the “ Bonds Announcements ”) of Pharmaron Beijing Co., Ltd. (康龍化成(北京)新藥技術股份有限公司) (the “ Company ”) dated June 8, 2021, June 9, 2021, June 11, 2021, June 18, 2021 and June 21, 2021 in relation to the issue of US$300.0 million zero coupon convertible bonds due 2026 (the “ Series 1 Bonds ”) and RMB1,916.0 million zero coupon US$-settled convertible bonds due 2026 (the “ Series 2 Bonds ”, and together with the Series 1 Bonds, the “ Bonds ”); (ii) the annual results announcement (the “ Annual Results Announcement ”) of the Company dated March 30, 2023 for the year ended December 31, 2022; (iii) the circular (the “ Circular ”) of the Company dated May 25, 2023 relating to the 2022 annual general meeting of the Company (the “ 2022 AGM ”); (iv) the announcement dated June 20, 2023 in relation to the final number of additional conversion shares to be issued by the Company; and (v) the poll results announcement (the “ Poll Results Announcement ”, and together with the Bonds Announcements and the Annual Results Announcement, the “ Related Announcements ”) of the Company dated June 21, 2023 in relation to the approval by the Shareholders of, among other things, the 2022 Profit Distribution and 2022 Capitalization of Reserve at the 2022 AGM. Unless otherwise defined, all terms used herein shall have the same meanings as those defined in the Related Announcements and the Circular.

As disclosed in the Poll Results Announcement, the Company will distribute cash dividends for the year ended December 31, 2022 and conduct 2022 Capitalization of Reserve. An aggregate amount of RMB357.3 million (inclusive of tax) (representing a dividend of RMB0.30 (inclusive of tax) per Share based on the total issued Shares as at the Record Date) will be issued to the Shareholders and a total of 595,577,402 Shares comprising 495,065,027 New A Shares and 100,512,375 New H Shares based on the Company’s total share capital of 1,191,154,804 Shares will be issued on the basis of five (5) Capitalization Shares for every existing ten (10) Shares by way of capitalization of reserve.

ADJUSTMENT OF THE CONVERSION PRICE OF US$300.0 MILLION ZERO COUPON CONVERTIBLE BONDS DUE 2026

Pursuant to the terms and conditions of the Series 1 Bonds, the price at which H Shares will be issued upon conversion (“ Series 1 Bonds Conversion Price ”) is subject to adjustment for, among other things, profit distributions and capitalization of reserve made by the Company. The Company therefore announces that the Series 1 Bonds Conversion Price will be further adjusted from HK$166.42 per H Share, being the Series 1 Bonds Current Conversion Price to HK$110.32 per H Share (the “ Series 1 Bonds Further Adjusted Conversion Price ”) as a result of the approval of the payment of the 2022 Profit Distribution and the 2022 Capitalization of Reserve by the Shareholders at the 2022 AGM with effective from July 27, 2023, being the day immediately after the Record Date, i.e. July 26, 2023, for determining H Shareholders’ entitlement to the 2022 Profit Distribution and the 2022 Capitalization of Reserve. Save as disclosed above, all other terms of the Series 1 Bonds remain unchanged.

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As at the date of this announcement, the total number of the issued shares of the Company is 1,191,154,804 Shares (comprising 990,130,054 A Shares and 201,024,750 H Shares). Assuming full conversion of the Series 1 Bonds at the Series 1 Bonds Further Adjusted Conversion Price, the H Shares that may be convertible and issuable under the Series 1 Bonds will further increase from approximately 13,986,540 H Shares to approximately 21,098,984 H Shares, representing 10.50% of the total issued H share capital of the Company as at the date of this announcement, and approximately 6.10% of the enlarged total issued H share capital of the Company resulting from the full conversions of the Series 1 Bonds and the Series 2 Bonds (see below), and the completion of the 2022 Capitalization of Reserve. The additional 7,112,444 H Shares issuable in the event of a full conversion of the Series 1 Bonds after the Series 1 Bonds Further Adjusted Conversion Price becoming effective will be allotted and issued by the Company pursuant to the 2022 Convertible Bonds-Related Specific Mandate granted at the 2022 AGM held on June 21, 2023.

ADJUSTMENT OF THE CONVERSION PRICE OF RMB1,916.0 MILLION ZERO COUPON US$-SETTLED CONVERTIBLE BONDS DUE 2026

Pursuant to the terms and conditions of the Series 2 Bonds, the price at which H Shares will be issued upon conversion (“ Series 2 Bonds Conversion Price ”) is subject to adjustment for, among other things, profit distributions and capitalization of reserve made by the Company. The Company therefore announces that the Series 2 Bonds Conversion Price will be further adjusted from HK$152.32 per H Share, being the Series 2 Bonds Current Conversion Price to HK$100.97 per H Share (the “ Series 2 Bonds Further Adjusted Conversion Price ”) as a result of the approval of the payment of the 2022 Profit Distribution and the 2022 Capitalization of Reserve by the Shareholders at the 2022 AGM with effective from July 27, 2023, being the day immediately after the Record Date, i.e. July 26, 2023, for determining H Shareholders’ entitlement to the 2022 Profit Distribution and the 2022 Capitalization of Reserve. Save as disclosed above, all other terms of the Series 2 Bonds remain unchanged.

As at the date of this announcement, the total number of the issued shares of the Company is 1,191,154,804 Shares (comprising 990,130,054 A Shares and 201,024,750 H Shares). Assuming full conversion of the Series 2 Bonds at the Series 2 Bonds Further Adjusted Conversion Price, the H Shares that may be convertible and issuable under the Series 2 Bonds will further increase from approximately 15,274,414 H Shares to approximately 23,043,544 H Shares, representing 11.46% of the total issued H share capital of the Company as at the date of this announcement, and approximately 6.67% of the enlarged total issued H share capital of the Company resulting from the full conversions of Series 1 Bonds (see above) and the Series 2 Bonds, and the completion of the 2022 Capitalization of Reserve. The additional 7,769,130 H Shares issuable in the event of a full conversion of the Series 2 Bonds after the Series 2 Bonds Further Adjusted Conversion Price becoming effective will be allotted and issued by the Company pursuant to the 2022 Convertible Bonds-Related Specific Mandate granted at the 2022 AGM held on June 21, 2023.

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This announcement also serves as a notification to the holders of the Bonds in respect of the adjustment to the Conversion Price in accordance with the trust deed constituting the Bonds entered into between the Company and Citicorp International Limited on June 18, 2021.

Any holder of the Bonds who is in doubt as to the action to be taken should consult his/her/its stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

By order of the Board Pharmaron Beijing Co., Ltd.* Dr. Lou Boliang Chairman

Beijing, the PRC July 26, 2023

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. Hu Baifeng and Mr. Li Jiaqing as non-executive Directors; Ms. Li Lihua, Mr. Zhou Qilin, Mr.Tsang Kwan Hung Benson and Mr. Yu Jian as independent non-executive Directors.

• For identification purposes only

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