Pharmaron Beijing Co., Ltd — Proxy Solicitation & Information Statement 2020

Nov 25, 2020

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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)

Form of Proxy for the Third Extraordinary General Meeting of 2020 (Applicable to H Shareholders)

Number of H shares to which this form of proxy relates [(Note][1)]

I/We [(Note][2)] (name)

of (address)

being the registered holder(s) of

(Note 3) H Shares of RMB1.00 each in the share capital of Pharmaron Beijing

Co., Ltd. (康龍化成(北京)新藥技術股份有限公司) (the “ Company* ”) hereby appoint the Chairman of the Meeting, or [(Note][4)]

of (address)

asfit,my/ourat the proxyThird toExtraordinaryattend and voteGeneralfor me/usMeetingon my/ourof 2020behalf(the as“ EGM directed”) tobelow,be heldor ifat no6 Tai-Hesuch indicationRoad, Economicis given thenTechnologicalto vote as my/ourDevelopmentproxy thinksArea, Beijing, the PRC on Friday, December 11, 2020 at 2:30 p.m. or at any adjournment thereof.

		SPECIAL RESOLUTIONS(Note A)			FOR(Note 5)	AGAINST(Note 5) ABSTAIN(Note 5)	AGAINST(Note 5) ABSTAIN(Note 5)	AGAINST(Note 5) ABSTAIN(Note 5)	AGAINST(Note 5) ABSTAIN(Note 5)
	1. 2020 Restricted A Share Incentive Scheme (Draft) and its summary.
	2. Assessment Management Measures for the Implementation		and
	Assessment of the 2020 Restricted A Share Incentive Scheme.
	3. Authorization to the Board to handle matters pertaining to the A Share
	Incentive Scheme.
	4. The First H Share Award and Trust Scheme (Draft).
	5. Authorization to the Board and/or the Delegatee to handle matters
	pertaining to the First H Share Award and Trust Scheme.
	6. Amendments to the Articles of Association.
		ORDINARY RESOLUTIONS(Note A)			FOR(Note 5)	AGAINST(Note 5) ABSTAIN(Note 5)
	7. Authorization to the Board of the Company to handle matters
	pertaining to the amendments to the Articles of Association and			the
	procedures for filing the Articles of Association with the market
	supervision and management department.
	8. Change of Supervisor.

Note A: Unless otherwise specified, capitalized terms used herein shall have the same meanings as those defined in the circular dated November 25, 2020.

Date:

Signature of Shareholder(s) [(Note][6)] :

Notes:

1. Please insert the number of shares registered in your name(s) to which this proxy relates. If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, the form of proxy will be deemed to relate to all shares registered in your name(s) (whether alone or jointly with others).

2. Please insert the full name(s) and address(es) as registered in the register of members for H Shares of the company in BLOCK LETTERS . The name of all joint registered holders should be stated.

4. Please insert the number of shares of the Company registered in your name(s) and delete as appropriate.

5. If any proxy other than the Chairman of the Meeting is preferred, please strike out the words “the Chairman of the Meeting, or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote at the Meeting on his/her behalf. A proxy needs not be a shareholder of the Company. Any alteration made to this form of proxy must be initialed by the person who signs it.

6. Important: If you wish to vote for any resolution, please put a tick in the box marked “FOR”. If you wish to vote against any resolution, please put a tick in the box marked “AGAINST”. If you wish to vote abstention on any resolution, please put a tick in the box marked “ABSTAIN”. If the form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy is entitled to vote or abstain at his/her discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy is entitled, in relation to that particular proposed resolution, to vote or abstain at his/her discretion. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than those set out in the notice convening the EGM.

7. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a legal person, must be either executed under its common seal or under the hand of its legal representative or attorney or other officer duly authorized.

8. If an attending shareholder or proxy casts a vote of abstention or abstains from voting in respect of a resolution, the Share(s) represented by that shareholder or proxy will be regarded as valid votes when the Company counts the votes with respect to that resolution.

9. To be valid, this form of proxy and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority must be delivered to the Company’s H Shares Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time for holding of the EGM (i.e. before 2:30 p.m. on Thursday, December 10, 2020) or not less than 24 hours before the holding of any adjournment thereof.

10. Completion and delivery of this form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.

11. Shareholders or his/her proxy(ies) shall produce their identification documents when attending the EGM in person or by proxy.

12. For identification purposes only