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

Jun 24, 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 Second 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)]

(Note 3)

of (address)

as my/our proxy to attend and vote for me/us on my/our behalf as directed below, or if no such indication is given then to vote as my/our proxy thinks fit, at the Second Extraordinary General Meeting of 2020 (the “ EGM ”) to be held at 6 Tai-He Road, Beijing Economic Technological Development Area, Beijing, the PRC on July 23, 2020 at 2:30 p.m. or at any adjournment thereof.

						SPECIAL RESOLUTIONS(Note A)	SPECIAL RESOLUTIONS(Note A)	FOR_(Note _	FOR_(Note _	FOR_(Note _	5) AGAINST(Note 5)	5) AGAINST(Note 5)	5) AGAINST(Note 5)	5) AGAINST(Note 5)	5) AGAINST(Note 5)	5) AGAINST(Note 5)	5) AGAINST(Note 5)	5) AGAINST(Note 5)	5) AGAINST(Note 5)	5) AGAINST(Note 5)	ABSTAIN(Note 5)	ABSTAIN(Note 5)	ABSTAIN(Note 5)	ABSTAIN(Note 5)
1.			Amendments to the Articles of Association.
2.			Granting of general mandate to issue A Shares and/or H Shares.
3.			Authorization for issuance of			onshore and offshore debt financing instruments.
					ORDINARY RESOLUTIONS(Note A)
4.			Appointment of directors (other than the independent non-executive directors) of the second session of Board:					**Resolutions **				below are voted by way of cumulative voting system (Number of votes)(Notes 6)
			4.1		Appointment of Dr. LOU Boliang as an executive Director		of the Company;
			4.2		Appointment of Mr. LOU Xiaoqiang as an executive Director of the Company;
			4.3		Appointment of Ms. ZHENG Bei as an executive Director		of the Company;
			4.4		Appointment of Mr. CHEN Pingjin as a non-executive Director of the Company;
			4.5		Appointment of Mr. HU Baifeng as a non-executive Director of the Company;
			4.6		Appointment of Mr. LI	Jiaqing as a non-executive Director of the Company; and
			4.7		Appointment of Mr. ZHOU Hongbin as a non-executive Director of the Company.
5.			Appointment of independent non-executive directors of the second session of Board:					**Resolutions **				below are voted by way of cumulative voting system (Number of votes)(Notes 6)
			5.1		Appointment of Mr. DAI Lixin as an independent non-executive Director of the Company;
			5.2		Appointment of Ms. CHEN Guoqin as an independent non-executive Director of the Company;
			5.3		Appointment of Mr. TSANG Kwan Hung Benson as an independent non-executive Director of the
					Company; and
			5.4		Appointment of Mr. YU Jian as an independent non-executive Director of the Company.
6.			Appointment of Supervisors of the second session of Supervisory Committee:					**Resolutions **				below are voted by way of cumulative voting system (Number of votes)(Notes 6)
			6.1		Appointment of Dr. YANG Kexin as a Shareholder representative Supervisor of the Supervisory
					Committee; and
			6.2		Appointment of Mr. LIU Jun as a Shareholder representative Supervisor of the Supervisory
					Committee.
7.			Authorization for the registration of amendments to the Articles of Association.
8.			Provision of guarantee to a wholly-owned subsidiary.
_Note _		A:	Unless		otherwise specified, capitalized terms used herein shall have the same		meanings as those defined in the circular dated	June 24, 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. 3. Please insert the number of shares of the Company registered in your name(s) and delete as appropriate.

3. 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.

4. 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.

5. IMPORTANT: Resolutions 4, 5 and 6 above shall adopt the method of cumulative poll. Please indicate by inserting the number of votes in the space provided as to how you wish your votes to be cast.

6. (i) You shall be entitled to such number of votes as shall be equal to the number of Shares held by you multiplied by the total number of executive Directors and non-executive Directors upon whom you can vote, when electing executive Directors and non-executive Directors. Such votes may only be voted for the candidates of the executive Directors and non-executive Directors, and the candidates who have the most votes shall be appointed. The total number of votes cast by you for one or several executive Director and non-executive Director candidates shall not be in excess of the number of votes to which you are entitled, otherwise such vote shall be invalid. Where the total number of votes cast for one or several executive Director and non-executive Director candidate(s) is less than the number of votes to which you are entitled, such vote shall be valid, and the voting rights attached to the difference between the votes actually cast and the votes which you are entitled to cast shall be deemed to have been waived.

7. (ii) You shall be entitled to such number of votes as shall be equal to the number of Shares held by you multiplied by the total number of independent non-executive Directors upon whom you can vote, when electing independent non-executive Directors. Such votes may only be voted for the candidates of the independent non-executive Directors, and the candidates who have the most votes shall be appointed. The total number of votes cast by you for one or several independent non-executive Director candidate(s) shall not be in excess of the number of votes to which you are entitled, otherwise such vote shall be invalid. Where the total number of votes cast for one or several independent non-executive Director candidates is less than the number of votes to which you are entitled, such vote shall be valid, and the voting rights attached to the difference between the votes actually cast and the votes which you are entitled to cast shall be deemed to have been waived.

8. (iii) You shall be entitled to such number of votes as shall be equal to the number of Shares held by you multiplied by the number of non-employee representative Supervisors upon whom you can vote, when electing non-employee representative Supervisors. Such votes may only be voted for the candidates of the non-employee representative Supervisors, and the candidates who have the most votes shall be appointed. The total number of votes cast by you for one or several non-employee representative Supervisor candidates shall not be in excess of the number of votes to which you are entitled, otherwise such vote shall be invalid. Where the total number of votes cast for one or several non-employee representative Supervisor candidates is less than the number of votes to which you are entitled, such vote shall be valid, and the voting rights attached to the difference between the votes actually cast and the votes which you are entitled to cast shall be deemed to have been waived.

9. 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.

10. 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.

11. 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 Wednesday, July 22, 2020) or not less than 24 hours before the holding of any adjournment thereof.

12. 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.

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

14. For identification purposes only