Pharmaron Beijing Co., Ltd — Governance Information 2020

Nov 6, 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)

ANNOUNCEMENT PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Board of directors (the “ Board ”) of Pharmaron Beijing Co., Ltd. (the “ Company ”) hereby announces that, in accordance with the requirements under the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Rules on Shareholders’ General Meetings of Listed Companies, the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies and other relevant laws, regulations and regulatory documents, the Board has proposed at the meeting of the Board held on Friday, November 6, 2020 to seek the approval of the shareholders of the Company at the extraordinary general meeting to be convened to approve, among others, the following proposed amendments (the “ Proposed Amendments ”) to the Articles of Association of the Company (the “ Articles* ”):

1

Table of comparison of the Proposed Amendments to the Articles

Before amendment	After amendment
Article 1 These Articles of Association are formulated in accordance with the Company Law of the People’s Republic of China (中華 人民共和國公司法) (the “Company Law”), Securities Law of the People’s Republic of China (中華人民共和國證券法) (the “Securities Law”), Special Provisions of the State Council on the Overseas Offering and Listing of Shares by the Joint Stock Limited Companies (國務院關於股份有限 公司境外募集股份及上市的特別規定) (the “Special Provisions”), Mandatory Provisions for Articles of Association of Companies to be Listed Overseas (到境外上市公司章 程必備條款) (the “Mandatory Provisions”), the Letter of Opinions on Supplements and Amendments to the Articles of Association of Companies Listed in Hong Kong (關於到香 港上市對公司章程作補充修改的意見的函) (the “Letter of Opinions on Amendments”), Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”) and other relevant provisions, to safeguard the legitimate rights and interests of Pharmaron Beijing Co., Ltd. (the “Company”), its shareholders and creditors, and to regulate the organization and activities of the Company.	Article 1 These Articles of Association are formulated in accordance with the Company Law of the People’s Republic of China (中華 人民共和國公司法) (the “Company Law”), Securities Law of the People’s Republic of China (中華人民共和國證券法) (the “Securities Law”), Special Provisions of the State Council on the Overseas Offering and Listing of Shares by the Joint Stock Limited Companies (國務院關於股份有限公司境外 募集股份及上市的特別規定) (the “Special Provisions”), Mandatory Provisions for Articles of Association of Companies to be Listed Overseas (到境外上市公司章程必備條 款) (the “Mandatory Provisions”), the Letter of Opinions on Supplements and Amendments to the Articles of Association of Companies Listed in Hong Kong (關於到香港上市對公 司章程作補充修改的意見的函) (the “Letter of Opinions on Amendments”),the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No. 97) (國務院關於調整適用在境外上市公司召開 股東大會通知期限等事項規定的批覆（國函 [2019]97號)), Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”) and other relevant provisions, to safeguard the legitimate rights and interests of Pharmaron Beijing Co., Ltd. (the “Company”), its shareholders and creditors, and to regulate the organization and activities of the Company.
Article 3 As 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.	Article 3 As approved by the China Securities Regulatory Commission (the “CSRC”) 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.

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Before amendment

Article 10 The Articles of Association were considered and passed at the shareholders’ general meeting and will come into force from the date of the overseas-listed foreign shares of the Company being listed and traded on the Hong Kong Stock Exchange. The original Articles of Association of the Company shall automatically expire upon the effective date of the Articles of Association.

Article 21 Upon 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 794,387,462, in which 660,370,962 shares are domestic listed domestic shares, representing 83.13% of the total number of ordinary shares issued by the Company, and 134,016,500 shares are H Shares, representing 16.87% of the total number of ordinary shares issued by the Company.

Article 37 Where any director, supervisor, senior management of the Company and shareholder holding 5% or more of the Company’s shares in issue sells his/her shares within a period of six months after the acquisition of the same, or repurchase shares of the Company within six months after sales of the same, any proceed arising therefrom shall belong to the Company, and the board of directors of the Company shall demand such gains for the benefit of the Company. However, the six-month restriction shall not apply for a securities company that holds 5% or more of the Company’s shares as a result of its underwriting of the untaken shares in an offer.

After amendment

Article 10 The Articles of Association ~~were considered and passed at the shareholders’ general meeting and will come into force from the date of the overseas-listed foreign shares of the Company being listed and traded on the Hong Kong Stock Exchange~~ shall come into force from the date on which they were considered and passed at the shareholders’ general meeting of the Company . The original Articles of Association of the Company shall automatically expire upon the effective date of the Articles of Association.

Article 21 The shareholding structure of the Company is: 794,387,462 ordinary shares, including 660,370,962 shares held by holders of domestic-listed domestic shares, and 134,016,500 shares held by holders of H shares.

Article 37 Where any director, supervisor, senior management of the Company and shareholder holding 5% or more of the Company’s shares in issue sells his/her shares or other securities with an equity nature within a period of six months after the acquisition of the same, or repurchase shares of the Company or other securities with an equity nature within six months after sales of the same, any proceed arising therefrom shall belong to the Company, and the board of directors of the Company shall demand such gains for the benefit of the Company. However, the six-month restriction shall not apply for a securities company that holds 5% or more of the Company’s shares as a result of its underwriting of the untaken shares in an offer.

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Before amendment

After amendment

If the board of directors of the Company fails to comply with the requirements under the aforesaid paragraph, a shareholder shall have the rights to request the board of directors to do so within 30 days. In failure of the board of directors to comply with the same within the aforesaid period, such shareholder shall have the rights to institute a legal proceeding directly with the people’s court in its own name for the benefit of the Company.

If the board of directors of the Company fails to comply with the requirements under the first paragraph, the director(s) liable shall assume joint and several responsibilities pursuant to laws.

The shares or other securities with an equity nature held by directors, supervisors, senior management and natural person shareholders referred to in the preceding paragraph shall include the shares or other securities with an equity nature held by their spouses, parents and children, and those held through others’ accounts.

If the board of directors of the Company fails to comply with the requirements under the aforesaid paragraph, a shareholder shall have the rights to request the board of directors to do so within 30 days. In failure of the board of directors to comply with the same within the aforesaid period, such shareholder shall have the rights to institute a legal proceeding directly with the people’s court in its own name for the benefit of the Company.

If the board of directors of the Company fails to comply with the requirements under the first paragraph, the director(s) liable shall assume joint and several responsibilities pursuant to laws.

Article 48 Within thirty (30) days prior to convening shareholders’ general meeting or within five (5) days prior to the record date of the Company’s decision for dividend distribution, no change of registration in the shareholder register shall be carried out due to transfer of shares. Where the securities regulatory authority in the place where the shares of the Company are listed has provided otherwise, such provisions shall be followed.

A r t i c l e 4 8 W h e r e r e l e v a n t l a w s , administrative regulations, departmental rules and regulations, normative documents and listing rules of stock exchange in the place where the shares of the Company are listed have provisions on occasions when no change of registration in the shareholder register shall be carried out before convention of a shareholders’ general meeting or before the record date of dividend distribution decided by the Company, such provisions shall be followed.

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Before amendment

After amendment

Article 66 The shareholders’ general meeting is the body exercising the authority of the Company and shall exercise the following duties and powers in accordance with the law: (I) To determine the business policies and investment plans of the Company; (II) To elect and replace directors and supervisors who are not staff representatives, and to determine matters relating to the remuneration of the relevant directors and supervisors; (III) To consider and approve the reports of the board of directors; (IV) To consider and approve the reports of the supervisory committee; (V) To consider and approve the proposed annual preliminary financial budgets, final account proposals and annual reports of the Company; (VI) To consider and approve the profit distribution plans and plans for loss recovery of the Company; (VII) To determine increases or reductions in the registered capital of the Company; (VIII)To determine the issuance of corporate bonds by the Company; (IX) To determine matters such as merger, division, dissolution and liquidation of the Company or alteration of corporate form; (X) To amend the Articles of Association; (XI) To determine the appointment, dismissal or non-renewal of accounting firms by the Company;

Article 66 The shareholders’ general meeting is the body exercising the authority of the Company and shall exercise the following duties and powers in accordance with the law: (I) To determine the business policies and investment plans of the Company; (II) To elect and replace directors and supervisors who are not staff representatives, and to determine matters relating to the remuneration of the relevant directors and supervisors; (III) To consider and approve the reports of the board of directors; (IV) To consider and approve the reports of the supervisory committee; (V) To consider and approve the proposed annual preliminary financial budgets, final account proposals and annual reports of the Company; (VI) To consider and approve the profit distribution plans and plans for loss recovery of the Company; (VII) To determine increases or reductions in the registered capital of the Company; (VIII)To determine the issuance of corporate bonds by the Company; (IX) To determine matters such as merger, division, dissolution and liquidation of the Company or alteration of corporate form; (X) To amend the Articles of Association; (XI) To determine the appointment, dismissal or non-renewal of accounting firms by the Company;

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Before amendment

After amendment

• (XII) To consider and approve the guarantee issues as prescribed in Article 67 of the Articles of Association;

• (XIII) To consider matters relating to the purchases and disposals of material assets, which are more than 30% of the latest audited total assets of the Company, within one (1) year;

• (XIV) To consider and approve matters relating to changes in the use of proceeds;

• (XV) To consider share incentive plans;

• (XVI) To consider the proposals raised by the shareholders who, individually or jointly, hold 3% or more of the voting shares of the Company;

• (XVII) To consider other matters required to be resolved by the shareholders’ general meeting pursuant to laws, administrative regulations, departmental rules and regulations, the listing rules of the place where the Company’s shares are listed or the Articles of Association.

The aforesaid functions and powers of general meetings shall not be delegated through authorization to the board of directors or any other institution or individual.

• (XII) To consider and approve the guarantee issues as prescribed in Article 67 of the Articles of Association;

• (XIII) To consider matters relating to the purchases and disposals of material assets (the amount shall be calculated based on the higher of the total assets and the transaction amount) , which are more than 30% of the latest audited total assets of the Company, within one year;

• (XIV) To consider and approve matters relating to changes in the use of proceeds;

• (XV) To consider share incentive plans;

• (XVI) To consider the proposals raised by the shareholders who, individually or jointly, hold 3% or more of the voting shares of the Company;

• (XVII) The annual shareholders’ general meeting of the Company is entitled to authorize the board of directors to decide the issuance of shares with a total financing amount of no more than RMB300 million and no more than 20% of the net assets as at the end of the latest year to specific subscriber(s), and such authorization will expire on the convention date of the annual shareholders’ general meeting for the next year;

(XVIII) To consider other matters required to be resolved by the shareholders’ general meeting pursuant to laws, administrative regulations, departmental rules and regulations, the listing rules of the place where the Company’s shares are listed or the Articles of Association.

Save for item (XVII) of this Article , the aforesaid functions and powers of general meetings shall not be delegated through authorization to the board of directors or any other institution or individual.

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Before amendment

After amendment

Article 67 The external investment, purchase and disposal of assets, asset mortgage, external guarantee, consigned financial management, connected transactions to be submitted to the shareholders’ general meeting for consideration after consideration and approval by the board of directors are as follows:

• (I) When a transaction of the Company (except for cash assets received by the Company) meets one of the following criteria, it shall be submitted to the general meeting for consideration and approval:

• The total assets involved in the transaction account for more than 50% of the Company’s latest audited total assets. Where the total assets involved in the transaction have both book value and appraised value whatever is higher shall be taken for calculation;

Article 67 The external investment, purchase and disposal of assets, ~~asset mortgage,~~ external guarantee, consigned financial management, connected transactions and others to be submitted to the shareholders’ general meeting for consideration after consideration and approval by the board of directors are as follows:

• (I) When a transaction of the Company (except for provision of guarantees and financial assistance ) meets one of the following criteria, it shall be submitted to the general meeting for consideration and approval:

  1. The total assets involved in the transaction account for more than 50% of the Company’s latest audited total assets. Where the total assets involved in the transaction have both book value and appraised value whatever is higher shall be taken for calculation;

• the operating revenue related to the subject of the transaction (for 2. the operating revenue related to instance, equity interest) for the the subject of the transaction (for latest accounting year accounts for instance, equity interest) for the more than 50% of the Company’s latest accounting year accounts for audited operating revenue for the more than 50% of the Company’s latest accounting year, with an audited operating revenue for the absolute amount exceeding RMB30 latest accounting year, with an million; absolute amount exceeding RMB50 million ;

• the net profit related to the subject of the transaction (for instance, 3. the net profit related to the subject equity interest) for the latest of the transaction (for instance, accounting year accounts for more equity interest) for the latest than 50% of the Company’s audited accounting year accounts for more net profit for the latest accounting than 50% of the Company’s audited year, with an absolute amount net profit for the latest accounting exceeding RMB3 million; year, with an absolute amount exceeding RMB5 million ;

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Before amendment

1. the transaction amount of the transaction (including the debt and expenses) accounts for more than 50% of the Company’s latest audited net assets, with an absolute amount exceeding RMB30 million;

2. the profit derived from the transaction accounts for more than 50% of the Company’s audited net profit for the latest accounting year, with an absolute amount exceeding RMB3 million.

In case the figure involved in the above index calculation is negative, the absolute value thereof shall be taken for calculation.

After amendment

1. the transaction amount of the transaction (including the debt and expenses) accounts for more than 50% of the Company’s latest audited net assets, with an absolute amount exceeding RMB50 million ;

2. the profit derived from the transaction accounts for more than 50% of the Company’s audited net profit for the latest accounting year, with an absolute amount exceeding RMB5 million .

In case the figure involved in the above index calculation is negative, the absolute value thereof shall be taken for calculation.

For transactions in which the Company receives unilateral benefits, including gifts of assets in cash and debt reduction or relief, etc., the Company may be exempted from fulfilling the review and approval procedures at the shareholders’ general meeting.

When a transaction of the Company only meets the standards as set out in the item 3 or item 5 above, and the absolute value of the earnings per share in the latest financial year of the Company is less than RMB0.05, the Company may be exempted from fulfilling the review and approval procedures at the shareholders’ general meeting.

• (II) The following guarantees of the Company shall be considered and passed at the shareholders’ general meeting:

• A single guarantee for amount in excess of 10% of the Company’s latest audited net assets;

• (II) The following guarantees of the Company (including the guarantee provided to controlling subsidiaries) shall be considered and passed at the shareholders’ general meeting:

• A single guarantee for amount in excess of 10% of the Company’s latest audited net assets;

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Before amendment

1. Any guarantee provided after the total amount of guarantee to third parties provided by the Company and its controlling subsidiary has exceeded 50% of the Company’s latest audited net assets;

2. A guarantee to be provided to a party which has an asset-liability ratio in excess of 70%;

3. Guarantee where the amount of guarantee provided in 12 consecutive months exceeds 30% of the Company’s latest audited total assets;5. Guarantee where the amount of guarantee provided in 12 consecutive months exceeds 50% of the Company’s latest audited net assets and the absolute amount exceeds RMB30 million;

4. Guarantee to be provided to shareholders, actual controller and connected parties thereof;

5. Other guarantees as prescribed by stock exchanges or the Articles of Association.

When the board of directors consider the above guarantees at the board meeting, such guarantees are required to be passed by more than two-thirds of directors attending the board meeting. When the guarantee specified in item 4 above is considered at the shareholders’ general meeting, it shall be passed by more than two-thirds of voting rights held by the shareholders attending the shareholders’ general meeting.

After amendment

1. Any guarantee provided after the total amount of guarantee to third parties provided by the Company and its controlling subsidiary has exceeded 50% of the Company’s latest audited net assets;

2. A guarantee to be provided to a party which has an asset-liability ratio in excess of 70%;

3. Guarantee where the amount of guarantee provided in 12 consecutive m o n t h s e x c e e d s 30% o f t h e Company’s latest audited total assets;

4. Guarantee where the amount of guarantee provided in 12 consecutive m o n t h s e x c e e d s 50% o f t h e Company’s latest audited net assets and the absolute amount exceeds RMB50 million ;

5. Guarantee to be provided to shareholders, actual controller and connected parties thereof;

6. Other guarantees as prescribed by stock exchanges or the Articles of Association.

When the board of directors consider the above guarantees at the board meeting, such guarantees are required to be passed by more than two-thirds of directors attending the board meeting. When the guarantee specified in item 4 above is considered at the shareholders’ general meeting, it shall be passed by more than two-thirds of voting rights held by the shareholders attending the shareholders’ general meeting.

When considering the resolution of providing guarantee to shareholders, actual controller and connected parties thereof at the shareholders’ general meeting, such shareholders or shareholders controlled by such actual controller shall not vote on such resolution. Such resolution requires a simple majority of the voting rights of other shareholders attending the shareholders’ general meeting to be passed.

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Before amendment

• (III) If a connected transaction of the Company meets any of the following conditions, it shall be considered and approved by the shareholders’ general meeting:

• Connected transactions incurred between the Company and its directors, supervisors and senior management and their respective spouses.

• If the connected transaction incurred by the Company and its connected persons (except the Company accepting donation of any assets in cash or providing guarantee) with an amount of more than RMB10 million and representing more than 5% of the latest audited net asset absolute value of the Company;

• G u a r a n t e e p r o v i d e d f o r t h e connected persons by the Company.

After amendment

When considering the resolution of providing guarantee to shareholders, actual controller and connected parties thereof at the shareholders’ general meeting, such shareholders or shareholders controlled by such actual controller shall not vote on such resolution. Such resolution requires a simple majority of the voting rights of other shareholders attending the shareholders’ general meeting to be passed.

Where a guarantee is provided by the Company to the connected parties, it shall be disclosed in a timely manner after being considered and approved by the board of directors and submitted to the shareholders’ general meeting for consideration. Where a guarantee is provided by the Company to the controlling shareholder, actual controller and its connected parties, such controlling shareholder, actual controller and connected parties shall provide counter guarantee.

Where a guarantee is provided by the Company to a wholly-owned subsidiary or a guarantee is provided to a controlling subsidiary and other shareholders of such controlling subsidiary provided guarantees in proportion to their rights and interests, and such guarantees fall within the scope of items 1, 2, 3 and 5 of this Article, they may be exempted from being submitted to the shareholders’ general meeting for consideration.

10

Before amendment

After amendment

• (III) ~~If a connected transaction of the Company meets any of the following conditions, it shall be considered and approved by the shareholders’ general meeting:~~

~~1. Connected transactions incurred between the Company and its directors, supervisors and senior management and their respective spouses.~~

~~2. If the connected transaction incurred by the Company and its connected persons (except the Company accepting donation of any assets in cash or providing guarantee) with an amount of more than RMB10 million and representing more than 5% of the latest audited net asset absolute value of the Company;~~

~~3. Guarantee provided for the c o n n e c t e d p e r s o n s b y t h e Company.~~

If the transaction is entered into between the Company and the connected parties as stipulated in the Rules Governing the Listing of Shares on the ChiNext Market of Shenzhen Stock Exchange (except for provision of guarantees) with an amount of more than RMB30 million and representing more than 5% of the latest audited net asset absolute value of the Company, an intermediary that complies with relevant regulations of the CSRC and the stock exchange where the Company’s shares are listed shall be engaged to assess or audit the subject of the transaction, and the transaction shall be submitted to the shareholders’ general meeting for consideration. Connected transactions related to the ordinary course of business of the Company may be exempted from audit or assessment.

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Before amendment

After amendment

When the shareholders’ general meeting considers a connected transaction, the connected shareholders shall abstain from voting and shall not exercise the voting right on behalf of other shareholders. The following connected transactions of the Company that take place within 12 consecutive months shall be subject to the aforesaid provisions in accordance with the principle of cumulative calculation:

1. Transactions entered into with the same connected parties;

2. Transactions entered into with different connected parties with respect to a certain type of subject.

The same aforesaid connected parties shall include other connected parties controlled by the same entity or having a mutual equity control relationship with the connected parties. Connected transactions whose relevant obligations have been fulfilled in accordance with the first clause of this Article, shall no longer be included in the relevant cumulative calculation scope.

The following transactions entered into between the Company and connected parties may be exempted from submission to the shareholders’ general meeting for consideration:

1. The Company’s participation in public tenders and public auctions for unspecified targets (excluding restricted methods such as invitations to bid);

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Before amendment

After amendment

2. Transactions in which the Company receives unilateral benefits, including gifts of assets in cash, debt reduction or relief, guarantees and financing; 3. The pricing of connected transactions is set by the country; 4. A connected party provides funds to the Company at an interest rate no higher than the standard interest rate for loans of the same period stipulated by the People’s Bank of China; 5. Where the Company provides products and services to directors, supervisors and senior management on the same trading terms as non- connected parties. (IV) The transactions entered into between the Company and the connected persons as stipulated in the Hong Kong Listing Rules and the transactions that are not exempt from shareholders’ approval under Chapter 14A of the Hong Kong Listing Rules. For transactions applied to both clauses (III) and (IV) of this Article, the review and approval procedures of shareholders’ general meeting shall be performed in stricter standards by the Company.

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Before amendment

After amendment

• (V) The financial assistance provided by the Company shall be considered and approved by shareholders’ general meeting if it falls under any of the following circumstances:

1. The latest audited asset-liability ratio of the target of financial assistance exceeds 70%;

2. The amount of a single financial assistance or the aggregated amount of financial assistance provided in 12 consecutive months exceed 10% of the Company’s latest audited net assets;

3. Other circumstances as provided by stock exchange of the place where the Company’s shares are listed or the Articles of Association.

The target of financial assistance is a controlling subsidiary included in the consolidated financial statements of the Company and owned as to over 50% by the Company, thereby such financial assistance shall be exempted from the provisions mentioned above. The Company shall not provide financial assistance such as funds to its connected parties including directors, supervisors, senior management, controlling shareholders, actual controllers and their controlling subsidiaries.

The definitions of “transactions”, “connected parties” and “connected persons” in Article 67 of the Articles of Association are the same as those defined in the relevant listing rules of stock exchange of the place where the Company’s shares are listed, among which, relevant transactions of “connected parties” and “connected p e r s o n s” s h a l l b e e n t e r e d i n t o respectively in accordance with listing rules of the relevant stock exchanges.

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Before amendment

After amendment

Article 75 Where the supervisory committee or shareholders decide(s) to convene the shareholders’ general meeting by itself/ themselves, it/they shall send out a written notice to the board of directors, and shall file with the dispatched office of CSRC at the locality of the Company and the stock exchange of the place where shares of the Company are listed.

The shareholding of the convening shareholders shall not be lower than 10% prior to the announcement of the resolutions of the general meeting.

The convening shareholder shall submit relevant evidence to the dispatched office of CSRC at the locality of the Company and the stock exchange of the place where shares of the Company are listed upon the issuance of the notice of general meeting and the announcement of the resolutions of the general meeting.

Article 76 The board of directors and the secretary to the board of directors shall provide cooperation with respect to matters relating to a general meeting convened by the supervisory committee or shareholders on its/their own. The board of directors shall provide the register of shareholders as of the date of record date. Where the board of directors does not provide the register of shareholders, the convener may apply for the same to the securities registration and settlement institution of the place where shares of the Company are listed by holding the relevant announcement of notice for convening the shareholders’ meeting. The register of shareholders obtained by the convener shall not be used for purposes other than the convening of a shareholders’ general meeting.

Article 75 Where the supervisory committee or shareholders decide(s) to convene the shareholders’ general meeting by itself/ themselves, it/they shall send out a written notice to the board of directors, and shall file with the dispatched office of CSRC at the locality of the Company and the stock exchange of the place where shares of the Company are listed.

The shareholding of the convening shareholders shall not be lower than 10% during the period from the date of announcing the notice of general meeting to the conclusion of the general meeting .

The convening shareholder shall submit relevant evidence to the dispatched office of CSRC at the locality of the Company and the stock exchange of the place where shares of the Company are listed upon the issuance of the notice of general meeting and the announcement of the resolutions of the general meeting.

Article 76 The board of directors and the secretary to the board of directors shall provide cooperation, provide requisite support and perform their information disclosure obligations in a timely manner with respect to matters relating to a general meeting convened by the supervisory committee or shareholders on its/their own. The board of directors shall provide the register of shareholders as of the date of record date. Where the board of directors does not provide the register of shareholders, the convener may apply for the same to the securities registration and settlement institution of the place where shares of the Company are listed by holding the relevant announcement of notice for convening the shareholders’ meeting. The register of shareholders obtained by the convener shall not be used for purposes other than the convening of a shareholders’ general meeting.

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Before amendment

After amendment

Article 80 The convener shall inform each shareholder the annual shareholders’ general meeting in written form 20 days before the meeting, and shall inform each shareholder the extraordinary shareholders’ general meeting in written form 15 days before the meeting. In determining the commencement date and the period, the Company shall not include the date on which the meeting is held, but shall include the date on which the notice is given.

Article 82 A notice of shareholders’ general meeting shall:

Article 80 The convener shall inform each shareholder the annual shareholders’ general meeting by way of announcement 20 days before the meeting, and shall inform each shareholder the extraordinary shareholders’ general meeting by way of announcement 15 days before the meeting. In determining the commencement date and the period, the Company shall not include the date on which the meeting is held, but shall include the date on which the notice is given.

Article 82 A notice of shareholders’ general meeting shall:

• (I) be provided in writing;

• (I) be provided in writing;

• (II) specify the place, date and time of the meeting;

• (II) specify the place, date and time of the meeting;

• (III) state the matters to be considered at the meeting;

• (III) state the matters to be considered at the meeting;

• (IV) provide shareholders the detailed (IV) provide shareholders the detailed information and explanations necessary information and explanations necessary for the shareholders to make sound for the shareholders to make sound decisions about the matters to be decisions about the matters to be discussed. This principle includes (but discussed. This principle includes (but not limited to) the provision of the not limited to) the provision of the specific terms and contract(s), if any, of specific terms and contract(s), if any, of the proposed transaction(s) and serious the proposed transaction(s) and serious explanations about the causes and effects explanations about the causes and effects when the Company proposes mergers, when the Company proposes mergers, repurchase of shares, restructuring of repurchase of shares, restructuring of share capital or other restructuring; share capital or other restructuring;

• (V) in the event that any of the directors, supervisors, president (general manager) and other senior management has material interests at stake in matters to be discussed, the nature and extent of the interests at stake shall be disclosed. If the matters to be discussed affect any director, supervisor, president (general manager) and other senior management as a shareholder in a manner different from how they affect the same class of other shareholders, the difference shall be explained;

• (V) in the event that any of the directors, supervisors, president (general manager) and other senior management has material interests at stake in matters to be discussed, the nature and extent of the interests at stake shall be disclosed. If the matters to be discussed affect any director, supervisor, president (general manager) and other senior management as a shareholder in a manner different from how they affect the same class of other shareholders, the difference shall be explained;

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Before amendment

After amendment

• (VI) include the full text of any special (VI) include the full text of any special resolution to be proposed for approval at resolution to be proposed for approval at the meeting; the meeting;

• (VII) contain a conspicuous statement that a (VII) contain a conspicuous statement that a shareholder who is entitled to attend and shareholder who is entitled to attend and vote at the meeting may appoint one or vote at the meeting may appoint one or more proxies to attend and vote at the more proxies to attend and vote at the meeting on his/her behalf and such proxy meeting on his/her behalf and such proxy needs not be a shareholder; needs not be a shareholder;

• (VIII) state the time and place for delivering the proxy form authorizing the proxy to vote at the relevant meeting;

• (VIII) state the time and place for delivering the proxy form authorizing the proxy to vote at the relevant meeting;

• (IX) specify the record date of shareholdings of shareholders entitled to attend the shareholders’ general meeting;

• (IX) specify the record date of shareholdings of shareholders entitled to attend the shareholders’ general meeting;

• (X) state the names and telephone numbers (X) state the names and telephone numbers of the contact persons for the general of the contact persons for the general meeting. meeting.

Any notice and supplementary notice of general meetings shall sufficiently and completely disclose all the details of all proposals. If any matter to be discussed requires opinions of the independent non-executive directors, the opinions and reasons of the independent nonexecutive directors shall be disclosed together with the issuance of such notice.

Any notice and supplementary notice of general meetings shall sufficiently and completely disclose all the details of all proposals. If any matter to be discussed requires opinions of the independent non-executive directors, the opinions and reasons of the independent nonexecutive directors shall be disclosed together with the issuance of such notice.

If a general meeting is held online or otherwise, the designated time and procedure for voting online or through other means shall be expressly stated in the notice of such meetings. The starting time for voting online or by other means shall not be earlier than 3:00 pm on the day immediately preceding the date on which the general meeting is to be held or later than 9:30 am on the day the general meeting is held and shall not conclude earlier than 3:00 pm on the day on which the general meeting held is adjourned.

The interval between the shareholding record date of a shareholders’ general meeting and the date of the meeting shall not be more than 7 business days. The shareholding record date shall not be changed once confirmed.

If a general meeting is held online or otherwise, the designated time and procedure for voting online or through other means shall be expressly stated in the notice of such meetings. The starting time for voting through the online voting system at a general meeting is 9:15 am on the day the general meeting is held, and the voting shall conclude at 3:00 pm on the day on which the on-site general meeting held is adjourned. The time for online voting through the trading system of Shenzhen Stock Exchange shall be the trading hours on the day the general meeting is convened. If there are any special requirements under listing rules of stock exchange in the place where the shares of the Company are listed, such requirements shall prevail.

The interval between the shareholding record date of a shareholders’ general meeting and the date of the meeting shall be no less than 2 business days and no more than 7 business days. The shareholding record date shall not be changed once confirmed.

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Before amendment

After amendment

Article 85 After issuance of the notice for shareholders’ general meeting, the shareholders’ general meeting shall not be postponed or cancelled without proper reasons and the proposals specified in the notice shall not be withdrawn. In case of delay or cancellation, the convener shall give a notice stating reasons at least two (2) working days before the date when the meeting is convened.

Article 107 When shareholders (including their proxies) vote at the shareholders’ general meeting, they shall exercise their voting rights according to the number of voting shares they represent. Each share shall carry one voting right.

When the shareholders’ general meeting considers matters that could materially affect the interest of medium and small investors, the votes by medium and small investors shall be counted separately, and the results of such separate vote counting shall be disclosed promptly in accordance with the relevant laws and regulations and the rules of the stock exchange of the place where the shares of the Company are listed.

The aforesaid medium and small investors are shareholders other than the Company’s directors, supervisors, senior management officers and shareholder(s) severally or jointly holding more than 5% (inclusive) shares of the Company.

Shares held by the Company do not carry voting rights, and shall not be counted in the total number of voting shares represented by shareholders present at a shareholders’ general meeting.

Article 85 After issuance of the notice for shareholders’ general meeting, the shareholders’ general meeting shall not be postponed or cancelled without proper reasons and the proposals specified in the notice shall not be withdrawn. In case of delay or cancellation, the convener shall give a notice stating reasons at least two (2) working days before the date when the meeting is convened. If the convention of the shareholders’ general meeting is postponed, the date for the postponed meeting shall be announced in the notice.

Article 107 When shareholders (including their proxies) vote at the shareholders’ general meeting, they shall exercise their voting rights according to the number of voting shares they represent. Each share shall carry one voting right.

When the shareholders’ general meeting considers matters that could materially affect the interest of medium and small investors, the votes by medium and small investors shall be counted separately, and the results of such separate vote counting shall be disclosed promptly in accordance with the relevant laws and regulations and the rules of the stock exchange of the place where the shares of the Company are listed.

The aforesaid medium and small investors are shareholders other than the Company’s directors, supervisors, senior management officers and shareholder(s) severally or jointly holding more than 5% (inclusive) shares of the Company.

Shares held by the Company do not carry voting rights, and shall not be counted in the total number of voting shares represented by shareholders present at a shareholders’ general meeting.

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Before amendment

The Company’s Board, independent nonexecutive directors, and shareholders who meet the relevant requirements may collect voting rights from other shareholders publicly. Information including the specific voting intention shall be fully disclosed to the shareholders from whom voting rights are being collected.

Consideration or de facto consideration for collecting shareholders’ voting rights is prohibited. The Company shall not impose any minimum shareholding limitation for collecting voting rights.

After amendment

The Company’s Board, independent nonexecutive directors, and holders of domesticlisted domestic shares holding more than 1% of the voting shares may act as proxy solicitors and, by themselves or through their appointed securities companies or securities service institutions, publicly invite the shareholders to entrust it to attend the shareholders’ general meetings and exercise the rights of shareholders, such as to propose and vote on resolutions, on their behalf. If there are any special requirements under listing rules of stock exchange in the place where the shares of the Company are listed, such requirements shall prevail.

If the rights of shareholders are solicited in accordance with the preceding paragraph, the proxy solicitors shall disclose the solicitation documents and the Company shall cooperate.

Consideration or de facto consideration for collecting shareholders’ voting rights is prohibited. The Company shall not impose any minimum shareholding limitation for collecting voting rights.

Article 112 The list of candidates for director and supervisor shall be proposed to the shareholders’ general meeting for voting.

Candidates for directors of the first session of the board of directors and candidates for the non-employee representative supervisors of the first session of the supervisory committee of the Company are nominated by promoters. The ways and procedures for nominating directors and supervisors for other sessions are:

• (I) When a re-election of the board of directors or an additional or replacement of director made by the board of directors takes place, incumbent board of directors, supervisory committee and shareholders individually or collectively holding over 3% of the Company’s shares may nominate candidates, without exceeding the number of persons to be elected, for the position of director for the next session of the board of directors or additional candidates for the position of director who are not staff representatives;

Article 112 The list of candidates for director and supervisor shall be proposed to the shareholders’ general meeting for voting.

Candidates for directors of the first session of the board of directors and candidates for the non-employee representative supervisors of the first session of the supervisory committee of the Company are nominated by promoters. The ways and procedures for nominating directors and supervisors for other sessions are:

• (I) When a re-election of the board of directors or an additional or replacement of director made by the board of directors takes place, incumbent board of directors ~~, supervisory committee~~ and shareholders individually or collectively holding over 3% of the Company’s shares may nominate candidates, without exceeding the number of persons to be elected, for the position of director for the next session of the board of directors or additional candidates for the position of director who are not staff representatives;

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• Before amendment After amendment

• (II) When a re-election of the supervisory (II) When a re-election of the supervisory committee or an additional or replacement committee or an additional or replacement of supervisor made by the supervisory of supervisor made by the supervisory committee takes place, incumbent committee takes place, incumbent supervisory committee, the board of supervisory committee ~~, the board of~~ directors and shareholders individually ~~directors~~ and shareholders individually or collectively holding over 3% of or collectively holding over 3% of the Company’s shares may nominate the Company’s shares may nominate candidates, without exceeding the number candidates, without exceeding the number of persons to be elected, for the position of persons to be elected, for the position of supervisor for the next session of the of supervisor for the next session of the supervisory committee or additional supervisory committee or additional candidates for the position of supervisor candidates for the position of supervisor who are not staff representatives; who are not staff representatives;

• (III) The shareholders shall provide the (III) The shareholders shall provide the board of directors and the supervisory board of directors and the supervisory committee with the resumes and basic committee with the resumes and basic particulars of the nominated candidates particulars of the nominated candidates for the position of director or supervisor. for the position of director or supervisor. The incumbent board of directors and The incumbent board of directors and supervisory committee shall conduct a supervisory committee shall conduct a review on qualifications. The qualified review on qualifications. The qualified directors or supervisors shall be submitted directors or supervisors shall be submitted to the shareholders’ general meeting for to the shareholders’ general meeting for election; election;

• (IV) At request of the Company, the candidates (IV) At request of the Company, the candidates for the position of director or supervisor for the position of director or supervisor shall undertake to the Company in written shall undertake to the Company in written form the followings, including but not form the followings, including but not limited to, agreeing to accept the nomination, limited to, agreeing to accept the nomination, undertaking that the information submitted undertaking that the information submitted about themselves are true and complete, and about themselves are true and complete, and warranting that they will duly perform the warranting that they will duly perform the duties upon successful election. duties upon successful election.

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Before amendment

When election of the directors and supervisors is voted at the shareholders’ general meeting, the cumulative voting system can be applied in accordance with the provisions of the Articles of Association or the resolution of the shareholders’ general meeting.

The “cumulative voting system” referred to in the preceding paragraph means each share shall have the same voting right as the number of directors or supervisors to be elected, when election of directors or supervisors is voted at the shareholders’ general meeting. The voting right held by shareholders may be used collectively. The board of directors shall state the resumes and basic particulars of the candidates for directors and supervisors to the shareholders.

Article 153 External investments, acquisitions or disposal of assets, mortgage of assets, external guarantee, entrusted wealth management and connected transactions that are subject to consideration and approval by the board of directors are as follows:

• (I) Except for the major transactions subject to consideration and approval at the general meetings required by the Articles of Association, transactions of the Company meeting any of the following standards shall be submitted to the board of directors for consideration and approval:

• the total assets involved in the transaction account for more than 10% of the Company’s latest audited total assets. Where the total assets involved in the transaction have both book value and appraised value whatever is higher shall be taken for calculation;

After amendment

When election of the directors and supervisors is voted at the shareholders’ general meeting, the cumulative voting system can be applied in accordance with the provisions of the Articles of Association or the resolution of the shareholders’ general meeting.

The “cumulative voting system” referred to in the preceding paragraph means each share shall have the same voting right as the number of directors or supervisors to be elected, when election of directors or supervisors is voted at the shareholders’ general meeting. The voting right held by shareholders may be used collectively. The board of directors shall state the resumes and basic particulars of the candidates for directors and supervisors to the shareholders.

Article 153 External investments, acquisitions or disposal of assets, ~~mortgage of assets,~~ external guarantee, entrusted wealth management, connected transactions and others that are subject to consideration and approval by the board of directors are as follows:

• (I) Except for the major transactions (other than provisions of guarantee and financial assistance) subject to consideration and approval at the general meetings required by the Articles of Association, transactions of the Company meeting any of the following standards shall be submitted to the board of directors for consideration and approval:

• the total assets involved in the transaction account for more than 10% of the Company’s latest audited total assets. Where the total assets involved in the transaction have both book value and appraised value whatever is higher shall be taken for calculation;

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Before amendment

After amendment

2. the operating revenue related to the subject of the transaction (for instance, equity interest) for the latest accounting year accounts for more than 10% of the Company’s audited operating revenue for the latest accounting year, with an absolute amount exceeding RMB5 million; 3. the net profit related to the subject of the transaction (for instance, equity interest) for the latest accounting year accounts for more than 10% of the Company’s audited net profit for the latest accounting year, with an absolute amount exceeding RMB1 million; 4. the transaction amount of the transaction (including the debt and expenses) accounts for more than 10% of the Company’s latest audited net assets, with an absolute amount exceeding RMB5 million; 5. the profit derived from the transaction accounts for more than 10% of the Company’s audited net profit for the latest accounting year, with an absolute amount exceeding RMB1 million. In case the figure involved in the above index calculation is negative, the absolute value thereof shall be taken for calculation.

2. the operating revenue related to the subject of the transaction (for instance, equity interest) for the latest accounting year accounts for more than 10% of the Company’s audited operating revenue for the latest accounting year, with an absolute amount exceedingRMB10 million; 3. the net profit related to the subject of the transaction (for instance, equity interest) for the latest accounting year accounts for more than 10% of the Company’s audited net profit for the latest accounting year, with an absolute amount exceeding RMB1 million; 4. the transaction amount of the transaction (including the debt and expenses) accounts for more than 10% of the Company’s latest audited net assets, with an absolute amount exceedingRMB10million; 5. the profit derived from the transaction accounts for more than 10% of the Company’s audited net profit for the latest accounting year, with an absolute amount exceeding RMB1 million. In case the figure involved in the above index calculation is negative, the absolute value thereof shall be taken for calculation.

22

Before amendment

• (II) Except for the provision of guarantee that needs to be considered and approved at the general meeting as provided in the Articles of Association, any guarantee to be provided by the Company shall be submitted to the board of directors for consideration. The guarantee within the authority of the board of directors requires the approval of more than twothirds of the directors attending the board meeting;

• (III) In addition to the related party transactions that shall be considered and approved by the general meeting as stipulated in Article 67 of the Articles of Association, the following related transactions of the Company are determined:

• Any related party transaction between the Company and its related legal person with an amount of over RMB1 million and representing more than 0.5% of the Company’s latest audited net assets value;

• Any related party transaction between the Company and its related natural person with an amount of over RMB300,000;

Such matters that fall into the authority of the board of directors in the above paragraph, shall be submitted to the general meeting for consideration and approval if required by laws, regulations and normative documents.

For the foregoing matters, the board of directors shall formulate a strict approval and decision making procedure; material investment projects shall be reviewed by relevant experts and professionals. Matters beyond its limits of authority shall be proposed to the general meeting for approval.

After amendment

• (II) Except for the provision of guarantee that needs to be considered and approved at the general meeting as provided in the Articles of Association, any guarantee to be provided by the Company shall be submitted to the board of directors for consideration. The guarantee within the authority of the board of directors requires the approval of more than twothirds of the directors attending the board meeting.

(III) In addition to the related party transactions that shall be considered and approved by the general meeting as stipulated in Article 67 of the Articles of Association, the following related transactions (other than provisions of guarantee and financial assistance) of the Company are determined:

1. Any related party transaction between the Company and its r e l a t e d l e g a l p e r s o n w i t h a transaction amount of over RMB3 million and representing more than 0.5% of the Company’s latest audited net assets value;

2. Any related party transaction between the Company and its related natural person with a transaction amount of over RMB300,000;

Such matters that fall into the authority of the board of directors in the above paragraph, shall be submitted to the general meeting for consideration and approval if required by laws, regulations and normative documents.

For the foregoing matters, the board of directors shall formulate a strict approval and decision making procedure; material investment projects shall be reviewed by relevant experts and professionals. Matters beyond its limits of authority shall be proposed to the general meeting for approval.

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Before amendment	After amendment
	(IV) In addition to the financial assistance that shall be submitted to the general meetings for consideration and approval required by the Articles of Association, other financial assistance matters are considered and approved by the board of directors. When the board of directors considers the financial assistance matters, such financial assistance matters are required to be approved and resolved by more than two-thirds of the directors attending the board meeting, and the board of directors shall perform its information disclosure obligations in a timely manner.
Article 244 The Company shall engage an accounting firm “qualified for securities business” to audit its financial statements, conduct verification of net assets and other relevant consultation services. The accounting firm shall hold office for one year, commencing from the conclusion of this annual general meeting until the conclusion of the next annual general meeting. The appointment may be renewed.	Article 244 The Company shall engage an accounting firmthat complies with the requirements of the Securities Lawto audit its financial statements, conduct verification of net assets and other relevant consultation services. The accounting firm shall hold office for one year, commencing from the conclusion of this annual general meeting until the conclusion of the next annual general meeting. The appointment may be renewed.
Article 261 The Company shall designate the Securities Times and other newspapers designated by the CSRC to publish the Company’s announcements and other information that need to be disclosed, and designate the website of the Shenzhen Stock Exchange to publish the Company’s announcements and other information that need to be disclosed.	Article 261 The Company shall designate the Securities Times and other newspapers that complies with the requirementsof the CSRC to publish the Company’s announcements and other information that need to be disclosed, and designate the websites of the Shenzhen Stock Exchange andCNINFOto publish the Company’s announcements and other information that need to be disclosed.

24

Before amendment	After amendment
Article 295 Where the Articles of Association conflicts with the laws and administrative regulations, the laws and administrative regulations shall prevail.	Article 295 Where the Articles of Association conflicts with the laws, administrative regulations,departmental rules, normative documents and listing rules of stock exchange in the place where the shares of the Company are listed,the laws, administrative regulations,departmental rules, normative documents and listing rules of stock exchange in the place where the shares of the Company are listedshall prevail. Any matters unspecified in the Articles of Association shall be executed in accordance with the relevant provisions of the laws, administrative regulations, departmental rules, normative documents and listing rules of stock exchange in the place where the shares of the Company are listed.
Article 296 Upon consideration and approval by the general meeting, the Articles of Association shall take effect from the date of listing of the shares of the Company on the Hong Kong Stock Exchange.	Article 296 The Articles of Association shall be implemented after the consideration and approvalof the Company’s general meeting andbecoming effective.

GENERAL INFORMATION

A circular containing, among other things, details about the Proposed Amendments will be despatched to the Shareholders as soon as practicable.

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 November 6, 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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