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

Feb 27, 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of Pharmaron Beijing Co., Ltd.* (康龍化成(北京)新藥技術股份有限公司).

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Pharmaron Beijing Co., Ltd.* (康龍化成(北京)新藥技術股份有 限公司), you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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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)

(1) PROPOSED INCREASE OF REGISTERED CAPITAL; (2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;

(3) PROPOSED AUTHORISATION FOR REGISTRATION OF THE INCREASE IN REGISTERED CAPITAL AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION;

(4) PROPOSED INVESTMENT PRODUCTS QUOTA;

(5) PROPOSED FOREIGN EXCHANGE HEDGING QUOTA; (6) NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2020

AND

(7) NOTICE OF THE FIRST H SHARES CLASS MEETING OF 2020

Notices convening the EGM on Wednesday, April 8, 2020 at 2:30 p.m., and after the conclusion of the EGM, the H Shares Class Meeting of the Company to be held at 6 Tai-He Road, Beijing Economic Technological Development Area, Beijing, the PRC and the proxy form was despatched by the Company on February 28, 2020 and also published and available for downloading on the websites of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk and of the Company at www.pharmaron.com.

Whether or not you are able to attend the EGM and the H Shares Class Meeting, please complete and sign the reply slips and the form of proxy for use at the EGM and the H Shares Class Meeting in accordance with the instructions printed thereon and return it to the Company’s H Shares Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the EGM and the H Shares Class Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM and the H Shares Class Meeting or any adjournment thereof (as the case may be) if you so wish.

• For identification purposes only

February 28, 2020

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I – Proposed Amendments to the Articles of Association . . . .	7
Appendix II – Proposed Investment Products Quota . . . . . . . . . . . . . . . .	8
Appendix III – Proposed Foreign Exchange Hedging Quota . . . . . . . . . . .	13
Notice of the First Extraordinary General Meeting of 2020 . . . . . . . . . . . . . . . . .	14
Notice of the First H Shares Class Meeting of 2020. . . . . . . . . . . . . . . . . . . . . . . .	16

– i –

DEFINITIONS

In this circular, the following expression shall have the meanings set out below unless the context requires otherwise:

• “A Share(s)”

ordinary share(s) of the Company with nominal value of RMB1.00 each listed on the Shenzhen Stock Exchange

• “Articles of Association”

• the articles of association of the Company currently in force

• “Board” or “Board of Directors” the board of Directors of the Company

• “Business Day(s)”

• any day(s) on which the Stock Exchange is open for the business of dealing in securities

• “Company”

• Pharmaron Beijing Co., Ltd., a joint stock company incorporated in the People’s Republic of China with limited liability

• “Director(s)” directors of the Company

• “Extraordinary General Meeting” or “EGM”

• the extraordinary general meeting of the Company to be held to at 6 Tai-He Road, Beijing Economic Technological Development Area, Beijing, the PRC on Wednesday, April 8, 2020 at 2:30 p.m. or any adjournment thereof, the notice of which is set out on pages 14 to 15 in this circular

• “Group” the Company and its subsidiaries

• “H Share(s)”

• overseas-listed foreign share(s) in the share capital of the Company, with nominal value of RMB1.00 each, listed on the Main Board of the Hong Kong Stock Exchange

• “H Shares Class Meeting”

the H Shares class meeting of the Company to be held at 6 Tai-He Road, Beijing Economic Technological Development Area, Beijing, the PRC after the conclusion of the EGM to be held on Wednesday, April 8, 2020 at 2:30 p.m. or any adjournment thereof, the notice of which is set out on pages 16 to 17 in this circular

• “H Shares Registrar”

Computershare Hong Kong Investor Services Limited, the H Shares registrar of the Company

• “H Shareholder(s)”

• holder(s) of H Shares

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DEFINITIONS

“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the
	PRC
“Independent Third Party(ies)”	party(ies) who is/are not a connected person(s) of the
	Company
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“PRC”	the People’s Republic of China
“Share(s)”	share(s) in the share capital of the Company, with a
	nominal value of RMB1.00 each, including both A
	Share(s) and H Share(s)
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“%”	per cent.

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LETTER FROM THE BOARD

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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)

Executive Directors: Dr. Lou Boliang (Chairman) Mr. Lou Xiaoqiang Ms. Zheng Bei

Non-executive Directors: Mr. Chen Pingjin Mr. Hu Baifeng Mr. Li Jiaqing Mr. Zhou Hongbin

Independent non-executive Directors: Mr. Dai Lixin Ms. Li Lihua Ms. Chen Guoqin Ms. Shen Rong Mr. Tsang Kwan Hung Benson

Registered office, Headquarters and principal place of business in the PRC: 8th Floor, Block 1 6 Tai-He Road Beijing Economic Technological Development Area Beijing China Place of business in Hong Kong: 40th Floor, Sunlight Tower No. 248 Queen’s Road East Wanchai Hong Kong

February 28, 2020

To the Shareholders:

Dear Sir/Madam,

(1) PROPOSED INCREASE OF REGISTERED CAPITAL;

(2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;

(3) PROPOSED AUTHORISATION FOR REGISTRATION OF THE INCREASE IN REGISTERED CAPITAL AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION;

(4) PROPOSED INVESTMENT PRODUCTS QUOTA;

(5) PROPOSED FOREIGN EXCHANGE HEDGING QUOTA;

(6) NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2020 AND

(7) NOTICE OF THE FIRST H SHARES CLASS MEETING OF 2020

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the EGM to be held on Wednesday, April 8, 2020 at 2:30 p.m. and after the conclusion of EGM, the H Shares Class Meeting to enable you to make an

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LETTER FROM THE BOARD

informed decision on whether to vote for or against the proposed resolutions at the EGM and the H Shares Class Meeting. For the details of the proposed resolutions at the EGM and the H Shares Class Meeting, please also refer to the notices of the EGM and the H Shares Class Meeting despatched by the Company on February 28, 2020 and published and available for downloading on the websites of the Stock Exchange at www.hkex.com.hk and of the Company at www.pharmaron.com.

2. PROPOSED INCREASE OF REGISTERED CAPITAL

As approved by the China Securities Regulatory Commission on October 25, 2019, the Company issued 116,536,100 H Shares and over-allotted 17,480,400 H Shares under the Company’s global offering on the Stock Exchange. The H Shares were listed on the Stock Exchange on November 28, 2019 and December 27, 2019, respectively.

A special resolution will be proposed at the EGM and the H Shares Class Meeting to consider and approve the increase of the number of issued shares of the Company from 660,370,962 Shares to 794,387,462 Shares, and the increase of the Company’s registered capital from RMB660,370,962 to RMB794,387,462.

3. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

In light of the issue of H Shares pursuant to the over-allotment option, the Board proposes to make amendments to the Articles of Association.

A special resolution will be proposed at the EGM to consider and approve the amendments to the Company’s Articles of Association, details of which are set out in Appendix I to this circular.

4. PROPOSED AUTHORISATION FOR REGISTRATION OF THE INCREASE IN REGISTERED CAPITAL AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION

In light of the special resolutions to consider and approve the increase of registered capital of the Company and amendments to the Articles of Association of the Company under paragraphs 2 and 3 above, an ordinary resolution will be proposed at the EGM to consider and authorise the Board to handle the registration matters in relation to the increase in registered capital and amendments to the Articles of Association.

5. PROPOSED INVESTMENT PRODUCTS QUOTA

An ordinary resolution will be proposed at the EGM to consider and approve the granting of quota on the engaging in purchase of investment products, details of which are set out in Appendix II to this circular.

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LETTER FROM THE BOARD

6. PROPOSED FOREIGN EXCHANGE HEDGING QUOTA

An ordinary resolution will be proposed at the EGM to consider and approve the granting of quota on the engaging in foreign exchange hedging, details of which are set out in Appendix III to this circular.

7. EGM, H SHARES CLASS MEETING, REPLY SLIPS AND PROXY ARRANGEMENT

Notices convening the EGM on Wednesday, April 8, 2020 at 2:30 p.m., and after the conclusion of the EGM, the H Shares Class Meeting to be held at 6 Tai-He Road, Beijing Economic Technological Development Area, Beijing, the PRC and two reply slips and forms of proxy for use at the EGM and the H Shares Class Meeting were despatched by the Company on February 28, 2020 and published and available for downloading on the websites of Hong Kong Stock Exchange at www.hkex.com.hk and of the Company at www.pharmaron.com. To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon an deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company’s H Shares Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 24 hours before the time appointed for the EGM and the H Shares Class Meeting (i.e., not later than 2:30 p.m. on Tuesday, April 7, 2020 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and delivery of the forms of proxy will not preclude you from attending and voting at the EGM and the H Shares Class Meeting if you so wish. As disclosed in the announcement of the Company dated February 21, 2020, for the purpose of determining the H Shareholders entitled to attend and vote at the EGM and the H Shares Class Meeting, the register of members of the H Shares of the Company has been scheduled to close from Monday, March 9, 2020 to Wednesday, April 8, 2020 (both days inclusive), during which no transfer of H Shares will be registered. H Shareholders whose names appear on the register of members of the Company on Monday, March 9, 2020 shall be entitled to attend and vote at the EGM and the H Shares Class Meeting.

Pursuant to the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the EGM and the H Shares Class Meeting in the manner prescribed under the Listing Rules.

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LETTER FROM THE BOARD

8. RECOMMENDATION

The Directors consider that all of the resolutions in relation to (1) proposed increase of registered capital; (2) proposed amendments to the Articles of Association; (3) proposed authorisation for registration of the increase in registered capital and amendments to the Articles of Association; (4) proposed investment product quota; and (5) proposed foreign exchange hedging quota, are in the interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM and the H Shares Class Meeting.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

Yours faithfully, For and on behalf of the Board Dr. Lou Boliang Chairman

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

The Company proposes to amend the Articles of Association as follows:

Before amendment After amendment Article 3 As approved by the China Article 3 As approved by the China Securities Regulatory Commission on Securities Regulatory Commission on December 24, 2018, the Company publicly December 24, 2018, the Company publicly issued an initial 65,630,000 RMBissued an initial 65,630,000 RMBdenominated ordinary shares and was listed denominated ordinary shares and was listed on the Shenzhen Stock Exchange on January on the Shenzhen Stock Exchange on January 28, 2019. 28, 2019. As approval by the China Securities As approval by the China Securities Regulatory Commission on [●] [●], [●], the Regulatory Commission on October 25, Company issued [●] overseas-listed foreign 2019 , the Company issued 116,536,100 shares (the “H Shares”) which were listed on overseas-listed foreign shares (the “H The Stock Exchange of Hong Kong Limited Shares”) and over-allotted 17,480,400 (the “Hong Kong Stock Exchange”) on [●] H Shares which were listed on The Stock [●], [●]. Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) on November 28, 2019 and December 27, 2019, respectively . Article 6 The registered capital of the Article 6 The registered capital of the Company is RMB[●]. Company is RMB 794,387,462 . Article 21 Upon approval by the examining Article 21 Upon approval by the examining and approving authorities authorized by the and approving authorities authorized by the State Council, the total number of ordinary State Council, the total number of ordinary shares that may be issued by the Company shares that may be issued by the Company shall be [●], in which [●] shares are shall be 794,387,462 , in which 660,370,962 domestic listed domestic shares, shares are domestic listed domestic shares, representing [●]% of the total number of representing 83.13% of the total number of ordinary shares issued by the Company, [●] ordinary shares issued by the Company, and shares are domestic listed foreign shares, 134,016,500 shares are H Shares, representing [●]% of the total number of representing 16.87% of the total number of ordinary shares issued by the Company, and ordinary shares issued by the Company. [●] shares are H Shares, representing [●]% of the total number of ordinary shares issued by the Company.

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PROPOSED INVESTMENT PRODUCTS QUOTA

APPENDIX II

• I. GENERAL INFORMATION ON THE INCREASE OF QUOTA ON THE ENGAGING IN PURCHASE OF INVESTMENT PRODUCTS USING CERTAIN IDLE PROCEEDS FROM THE ISSUANCE OF H SHARES

• Investment purpose: in order to improve its fund-using efficiency and make rational use of idle funds, the Company will, without prejudice to its normal operation and the use of proceeds as disclosed in the prospectus of the Company dated November 14, 2019, invest certain idle proceeds from the issuance of H Shares into medium-and low-risk investment products with high liquidity, in an aim to increase gains and seek better investment returns for the Company and its Shareholders.

• Type of investment: the Company will select medium-and low-risk investment products with higher security and liquidity by conducting stringent assessment and screening on such products.

• Usage of approved amount: the 20th Meeting of the First Board of Directors of the Company held on April 18, 2019 approved to use the no more than RMB500,000,000 of idle own funds to duly purchase the medium-and low-risk wealth management products. As of December 24, 2019, the undue wealth management products totally amounted RMB225,000,000, the details of purchase are as follows:

  • (1) Main terms for Nanjing Ximaidi Medical Technology Co., Ltd. to purchase the wealth management products of Bank of Communications:

Product Name: Term structured deposit of Win to Fortune for 2 months (Gold linked bearish).

Product Type: Break-even floating income.

Product subscription scale: RMB80,000,000.

Expected annualized rate of return: 3.55% (low rate of return) – 3.65% (high rate of return). If the closing price of the AU99.99 contract of the Shanghai Gold Exchange on January 20, 2020 during the observation period is greater than the exercise price, i.e. greater than RMB269/g, the annualized rate of return obtained by the customer during the entire duration will be low rate of return, and vice versa.

Product term: From November 22, 2019 to January 23, 2020.

• (2) Main terms for Nanjing Ximaidi Medical Technology Co., Ltd. to purchase the wealth management products of Bank of Communications:

Product Name: Cash gains (Company).

Product Type: Non-break-even floating income.

Product subscription scale: RMB5,000,000.

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PROPOSED INVESTMENT PRODUCTS QUOTA

APPENDIX II

Expected annualized rate of return: 3.14%.

Product term: Demand deposit from November 26, 2019.

• (3) Main terms for Nanjing Ximaidi Medical Technology Co., Ltd. to purchase the wealth management products of Bank of Communications:

Product Name: Cash gains (Company).

Product Type: Non-break-even floating income.

Product subscription scale: RMB2,000,000.

Expected annualized rate of return: 3.25%.

Product term: Demand deposit from November 27, 2019.

• (4) Main terms for Nanjing Ximaidi Medical Technology Co., Ltd. to purchase the wealth management products of Bank of Communications:

Product Name: Cash gains (Company).

Product Type: Non-break-even floating income.

Product subscription scale: RMB10,000,000.

Expected annualized rate of return: 3.15%.

Product term: Demand deposit from December 10, 2019.

• (5) Main terms for Nanjing Ximaidi Medical Technology Co., Ltd. to purchase the wealth management products of Bank of Communications:

Product Name: Cash gains (Company)

Product Type: Non-break-even floating income.

Product subscription scale: RMB3,000,000.

Expected annualized rate of return: 3.08%

Product term: Demand Deposit from December 10, 2019.

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PROPOSED INVESTMENT PRODUCTS QUOTA

APPENDIX II

• (6) Main terms for Pharmaron Beijing Co., Ltd. to purchase the wealth management products of SPD Silicon Valley Bank:

Product Name: No. 2 Kechuangbao RMB structured deposit for 3 months (linked to exchange rate)

Product Type: Break-even floating income.

Product subscription scale: RMB55,000,000.

Expected annualized rate of return: linked to EUR/USD exchange rate. Observation period: From November 21 2019 to February 14, 2020.

• 1) If the trading reference target published on the Reuters “EURUSDREF =” page at 17:00 on each Beijing working day during the observation period was higher than or equal to 2.0000, or lower than or equal to 0.5000, the actual product yield is 1.10%;

• 2) If the trading reference target published on the Reuters “EURUSDREF =” page at 17:00 on each Beijing working day during the observation period was neither higher than or equal to 2.0000, nor lower than or equal to 0.5000, the actual product yield is 3.85%.

Product term: From November 20, 2019 to February 18, 2020

• (7) Main terms for Pharmaron Beijing Co., Ltd. to purchase the USD money market fund of Goldman Sachs:

Product Name: GS USD Liquid Reserves Fund

Product Type: Money Market Fund.

Product subscription scale: USD10,000,000 (equivalent to approximately RMB70,000,000).

Expected net annualized rate of return: 1.74% (On the day of purchase of December 9).

Product term: Daily liquidity fund products have unlimited investment periods and can be purchased or redeemed on the same day based on cash requirements.

1. Increase of investment quota: the Company proposed to raise the cap on investment products purchased using idle proceeds from the issuance of H Shares to RMB4 billion, in an attempt to buy medium-and low-risk investment products when appropriate.

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PROPOSED INVESTMENT PRODUCTS QUOTA

APPENDIX II

1. Investment period: the foregoing investment quota shall be valid from the date when this matter is considered and approved by the Company’s first EGM of 2020 to the date when the annual general meeting for the year ended December 31, 2019 is convened, and such quota may be applied on a revolving basis within the authorized period.

2. Implementation method: the Company proposed to authorize the chairman of the Company and his authorized representative to sign relevant contracts and deal with relevant affairs within the granted quota, which will be organized, implemented and managed by the finance department of the Company.

3. The Company is not connected to any financial institution which provides relevant investment products.

4. Information disclosure: the Company will disclose the progress of purchasing investment products and acquire approval from Shareholders, if necessary, in a timely manner pursuant to relevant requirements of the Rules Governing the Listing of Shares on the ChiNext Market of Shenzhen Stock Exchange, the Guidelines of Shenzhen Stock Exchange on Standardized Operation by Companies Listed on the ChiNext Market and the Listing Rules.

II. INVESTMENT RISK ANALYSIS AND RISK CONTROL MEASURES

1. Major risks in the purchase of short-term medium-and low-risk investment products

• (1) Investment risks: despite the low risks in short-term medium-and low-risk investment products, the chance of such investments being affected by market volatility still remains as the financial market is susceptible to macro economy.

• (2) The Company will get appropriately involved whenever necessary in accordance with the economic situation and changes in financial market, which makes the actual returns on relevant investments unpredictable.

• (3) Operational and moral risks with respect to relevant personnel.

2. Risk control measures taken

• (1) The Company will select medium-and low-risk investment products issued by financial institutions with good reputation, stringent risk control measures and capability to safekeep funds in strict compliance with the principle of prudent investment, striving for higher gains in a safe and controllable manner.

• (2) The finance department, internal control department and legal department of the Company supervise the purchase of investment products before, during and after the event based on their respective duties, and good risk control measures have been established.

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PROPOSED INVESTMENT PRODUCTS QUOTA

APPENDIX II

• (3) The independent Directors and the Supervisory Committee of the Company supervise and review the purchase of investment products; the independent Directors provide independent opinions and may hire professional institutions for auditing as necessary.

• (4) The Company will perform relevant information disclosure, examination and approval pursuant to relevant provisions of the Shenzhen Stock Exchange and the Hong Kong Stock Exchange.

III. IMPACT ON THE COMPANY

The Company invests certain idle proceeds from the issuance of H Shares in short-term medium-and low-risk investment products only when its normal production and operation as well as the safety of funds are guaranteed. Such investments will neither affect the Company’s daily capital turnover, the normal operation of the Company’s main business nor the use of proceeds as disclosed in the prospectus of the Company dated November 14, 2019, but instead are conducive to improving fund-using efficiency, acquiring a certain amount of investment gains and obtaining more returns on investment for the Company and its Shareholders.

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PROPOSED FOREIGN EXCHANGE HEDGING QUOTA

APPENDIX III

Since 2019, the fluctuation in the exchange rates of USD and other foreign currencies against RMB has left certain impacts on the Company. In order to hedge the risk of the fluctuation in the exchange rates of foreign currencies against RMB, the Company and its subsidiaries intend to increase the foreign exchange hedging quota; the business categories concerned include but are not limited to: forward foreign exchange business, swap business, foreign exchange options and other financial derivatives trading business, denominated mainly in US dollars.

According to the Company’s export revenue, the size of overseas business, overseas financing situation and the practices of its peers, the Company plans to increase the hedging quota such that the total expected amount of hedging businesses shall not exceed US$700 million or equivalent amounts in other foreign currencies. The source of capital is the Company’s own funds.

When hedging businesses actually occur, such matters as the transaction amount, transaction period and transaction rate are determined by the Company and relevant financial institutions through consultation within the above quota, and relevant contracts will be signed. Matters related to hedging businesses are subject to the officially signed documents.

The Company follows the principle of prudence and carries out hedging businesses in accordance with the Company’s Management System for Financial Derivatives Trading Business. This proposal on increasing the expected hedging quota shall be valid upon approval by the first EGM of 2020 till the date when the annual general meeting for the year ended December 31, 2019 is convened. The above-mentioned quota may be applied on a revolving basis. It is proposed at the general meeting to authorize the chairman of the Company and his authorized representative to sign relevant contracts on the above transaction matters, which do not involve connected transactions.

To better control the risk of hedging businesses and effectively regulate derivatives trading behavior, the Board of Directors authorizes the Company’s management, together with the finance department, internal control department and securities investment department, to implement in accordance with the Company’s relevant systems, and the Company’s management shall regularly report to the Board of Directors on the use of hedging quota as well as profit and loss.

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NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 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)

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2020

NOTICE IS HEREBY GIVEN THAT the first Extraordinary General Meeting of 2020 (the “ EGM ”) of Pharmaron Beijing Co., Ltd. (康龍化成 (北京) 新藥技術股份有限公司) (the “ Company* ”) will be held at 6 Tai-He Road, Economic Technological Development Area, Beijing, the PRC on Wednesday, April 8, 2020 at 2:30 p.m. for the following purposes:

SPECIAL RESOLUTIONS

1. The resolution in relation to increase of registered capital.

2. The resolution on amendments to the Articles of Association.

ORDINARY RESOLUTIONS

1. The resolution in relation to authorisation for registration of the increase in registered capital and amendments to the Articles of Association.

2. The resolution in relation to investment products quota.

3. The resolution in relation to foreign exchange hedging quota.

CLOSURE OF REGISTER OF MEMBERS

As stated in the announcement dated Friday, February 21, 2020 issued by the Company, H Shareholders who intend to attend the EGM are required to deposit the share certificates accompanied by relevant transfer documents at the Company’s H Shares Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, March 6, 2020. H Shareholders whose names appear on the register of members of the Company on Monday, March 9, 2020 shall be entitled to attend and vote at the EGM. The register of members of the Company will be closed from Monday, March 9, 2020 to Friday, Wednesday, April 8, 2020 (both days inclusive), during which period no transfer of Shares will be registered.

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

Beijing, the PRC February 28, 2020

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NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 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. Li Lihua, Ms. Chen Guoqin, Ms. Shen Rong and Mr. Tsang Kwan Hung Benson as independent non-executive Directors.

Notes:

• (1) All votes of resolutions at the EGM will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and the results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.pharmaron.com) in accordance with the Listing Rules.

• (2) Any shareholders entitled to attend and vote at the EGM can appoint one or more proxies to attend and vote at the EGM on his/her behalf. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and type of shares in respect of which each proxy is so appointed.

• (3) Shareholders shall appoint their proxies in writing. The form of proxy shall be signed by the shareholder or his/her/its attorney who has been authorized in writing. If the shareholder is a corporation, the form of proxy shall be affixed with the corporation’s seal or signed by its director, or its attorney duly authorized in writing. If the form of proxy is signed by the attorney of the shareholder, the power of attorney or other authorization document shall be notarized. For H Shareholders, the aforementioned documents must be lodged with the H Shares Registrar, 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 appointed for holding the EGM (i.e. 2:30 p.m. on Tuesday, April 7, 2020 (Hong Kong time)) or any adjournment thereof in order for such documents to be valid. Completion and delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

• (4) Shareholders who intend to attend the EGM (in person or by proxy) shall complete and deliver the reply slip of EGM to the H Shares Registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by hand or by post on or before Wednesday, April 1, 2020.

• (5) Shareholders shall produce their identification documents when attending the EGM.

• (6) If a proxy attends the EGM on behalf of a shareholder, he/she should produce his/her identification document and the power of attorney or other documents signed by the appointer or his/her attorney, which specifies the date of its issuance. If a representative of a corporate shareholder attends the EGM, such representative shall produce his/her identification document and the notarized copy of the resolution passed by the board of directors or other authority or other notarized copy of any authorization documents issued by such corporate shareholder.

• (7) The EGM is expected to last for half a day. Shareholders who attend the EGM (in person or by proxy) shall bear their own traveling, accommodation and other expenses.

• (8) The contact of the Company:

Address: 6 Tai-He Road, Economic Technological Development Area, Beijing, the PRC Pharmaron Beijing Co., Ltd.* (康龍化成(北京)新藥技術股份有限公司)

Postal Code: 100176 Tel: 86 010-57330087 Contact Person: LI Shing Chung Gilbert Fax: 86 010-57330087

* For identification purposes only

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NOTICE OF THE FIRST H SHARES CLASS MEETING OF 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)

NOTICE OF THE FIRST H SHARES CLASS MEETING OF 2020

NOTICE IS HEREBY GIVEN THAT the first H Shares Class Meeting of 2020 (the “ H Shares Class Meeting ”) of Pharmaron Beijing Co., Ltd. (康龍化成(北京)新藥技術股份有限 公司) (the “ Company* ”) will be held at 6 Tai-He Road, Economic Technological Development Area, Beijing, the PRC after the conclusion of the First Extraordinary General Meeting of 2020 to be held on Wednesday, April 8, 2020 at 2:30 p.m. for the following purposes:

SPECIAL RESOLUTION

1. The resolution in relation to increase of registered capital.

CLOSURE OF REGISTER OF MEMBERS

As stated in the announcement dated Friday, February 21, 2020 issued by the Company, H Shareholders who intend to attend the H Shares Class Meeting are required to deposit the share certificates accompanied by relevant transfer documents at the Company’s H Shares Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, March 6, 2020. H Shareholders whose names appear on the register of members of the Company on Monday, March 9, 2020 shall be entitled to attend and vote at the H Shares Class Meeting. The register of members of the Company will be closed from Monday, March 9, 2020 to Wednesday, April 8, 2020 (both days inclusive), during which period no transfer of Shares will be registered.

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

Beijing, the PRC February 28, 2020

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NOTICE OF THE FIRST H SHARES CLASS MEETING OF 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. Li Lihua, Ms. Chen Guoqin, Ms. Shen Rong and Mr. Tsang Kwan Hung Benson as independent non-executive Directors.

Notes:

• (1) All votes of resolutions at the H Shares Class Meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and the results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.pharmaron.com) in accordance with the Listing Rules.

• (2) Any shareholders entitled to attend and vote at the H Shares Class Meeting can appoint one or more proxies to attend and vote at the H Shares Class Meeting on his/her behalf. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and type of shares in respect of which each proxy is so appointed.

• (3) Shareholders shall appoint their proxies in writing. The form of proxy shall be signed by the shareholder or his/her/its attorney who has been authorized in writing. If the shareholder is a corporation, the form of proxy shall be affixed with the corporation’s seal or signed by its director, or its attorney duly authorized in writing. If the form of proxy is signed by the attorney of the shareholder, the power of attorney or other authorization document shall be notarized. For H Shareholders, the aforementioned documents must be lodged with the H Shares Registrar, 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 appointed for holding the H Shares Class Meeting (i.e. 2:30 p.m. on Tuesday, April 7, 2020 (Hong Kong time)) or any adjournment thereof in order for such documents to be valid. Completion and delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

• (4) Shareholders who intend to attend the H Shares Class Meeting (in person or by proxy) shall complete and deliver the reply slip of H Shares Class Meeting to the H Shares Registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by hand or by post on or before Wednesday, April 1, 2020.

• (5) Shareholders shall produce their identification documents when attending the H Shares Class Meeting.

• (6) If a proxy attends the H Shares Class Meeting on behalf of a shareholder, he/she should produce his/her identification document and the power of attorney or other documents signed by the appointer or his/her attorney, which specifies the date of its issuance. If a representative of a corporate shareholder attends the H Shares Class Meeting, such representative shall produce his/her identification document and the notarized copy of the resolution passed by the board of directors or other authority or other notarized copy of any authorization documents issued by such corporate shareholder.

• (7) The H Shares Class Meeting is expected to last for half a day. Shareholders who attend the H Shares Class Meeting (in person or by proxy) shall bear their own traveling, accommodation and other expenses.

• (8) The contact of the Company:

Address: 6 Tai-He Road, Economic Technological Development Area, Beijing, the PRC Pharmaron Beijing Co., Ltd.* (康龍化成(北京)新藥技術股份有限公司)

Postal Code: 100176 Tel: 86 010-57330087 Contact Person: LI Shing Chung Gilbert Fax: 86 010-57330087

* For identification purposes only

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