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 and the accompanying form(s) of proxy to the purchaser or 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 REPURCHASE AND CANCELLATION OF PART OF THE RESTRICTED A SHARES GRANTED UNDER THE A SHARE INCENTIVE SCHEME; (2) PROPOSED REDUCTION OF REGISTERED CAPITAL; (3) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; (4) PROPOSED AUTHORIZATION TO THE BOARD TO HANDLE MATTERS PERTAINING TO THE REDUCTION OF REGISTERED CAPITAL, THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE PROCEDURES FOR FILING THE REDUCTION OF REGISTERED CAPITAL AND THE ARTICLES OF ASSOCIATION WITH THE MARKET SUPERVISION MANAGEMENT DEPARTMENT; (5) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE GENERAL MEETINGS; (6) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD MEETINGS;

(7) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE;

(8) PROPOSED AMENDMENTS TO THE RELATED PARTY TRANSACTIONS MANAGEMENT POLICY;

(9) PROPOSED AMENDMENTS TO THE EXTERNAL GUARANTEE MANAGEMENT POLICY; (10) PROPOSED AMENDMENTS TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY;

(11) PROPOSED AMENDMENTS TO THE EXTERNAL INVESTMENT MANAGEMENT POLICY; (12) PROPOSED AMENDMENTS TO THE PROCEDURE FOR A SHAREHOLDER TO NOMINATE A PERSON FOR ELECTION AS A DIRECTOR;

(13) PROPOSED PARTIAL AMENDMENTS TO THE VOLUNTARY UNDERTAKINGS MADE BY ENTITIES CONTROLLED BY ACTUAL CONTROLLERS;

(14) PROPOSED APPOINTMENT OF INTERNAL CONTROL AUDITOR FOR THE YEAR OF 2021; (15) NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2022; AND (16) NOTICE OF THE FIRST H SHARES CLASS MEETING OF 2022

A letter from the Board is set out on pages 4 to 15 of this circular. Notices convening the EGM on Friday, January 14, 2022 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, Economic Technological Development Area, Beijing, the PRC, the form(s) of proxy will be despatched by the Company on December 29, 2021 and published and be available for downloading on the websites of The Stock Exchange of Hong Kong Limited (http://www.hkexnews.hk) and of the Company (www.pharmaron.com).

Whether or not you are able to attend the EGM and the H Shares Class Meeting, you are reminded to complete, sign and return the corresponding reply slip(s), and the form(s) of proxy 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 no later than 24 hours before the time fixed for holding the EGM or any adjournment thereof. Completion and return of the form(s) 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.

Reference to times and dates in this circular are to Hong Kong local times and dates.

* For identification purposes only

December 29, 2021

CONTENTS

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the	Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4-15
Appendix I	–	RULES OF PROCEDURE FOR THE GENERAL
		MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II	–	RULES OF PROCEDURE FOR THE BOARD
		MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
Appendix III	–	RULES OF PROCEDURE FOR THE SUPERVISORY
		COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1
Appendix IV	–	RELATED PARTY TRANSACTIONS MANAGEMENT
		POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	IV-1
Appendix V	–	EXTERNAL GUARANTEE MANAGEMENT
		POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	V-1
Appendix VI	–	INDEPENDENT NON-EXECUTIVE DIRECTORS
		WORKING POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . .	VI-1
Appendix VII	–	EXTERNAL INVESTMENT MANAGEMENT POLICY.	VII-1
Appendix VIII	–	PROCEDURE FOR A SHAREHOLDER TO
		NOMINATE A PERSON FOR ELECTION AS A
		DIRECTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	VIII-1
Notice of the First Extraordinary General Meeting of 2022 . . . . . . . . . . . . . . . . .			EGM-1
Notice of the First H Shares Class Meeting of 2022. . . . . . . . . . . . . . . . . . . . . . . .			HCM-1

– i –

DEFINITIONS

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“A Share(s)”
ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which are traded in Renminbi and are listed on the Shenzhen Stock Exchange
“A Share Incentive Scheme”
the A share incentive scheme adopted by the Company on August 15, 2019
“A Shareholder(s)”
holder(s) of A Shares
“Articles of Association”
the articles of association of the Company currently in force (as amended from time to time)
“Board”

the board of directors of the Company, from time to time

“Business Day”

any day on which the Stock Exchange is open for the business of dealing in securities

“Class Meeting of A Shareholders” or “A Shares Class Meeting”

the 2022 first class meeting of A Shareholders to be held on Friday, January 14, 2022

“Class Meeting of H Shareholders” or “H Shares Class Meeting”
the 2022 first class meeting of H Shareholders to be held after the conclusion of the EGM on Friday, January 14, 2022
“Class Meetings”

the Class Meeting of A Shareholders and the Class Meeting of H Shareholders

“the Company” or “our Company”
Pharmaron Beijing Co., Ltd.* (康龍化成(北京)新藥技術股份有限公司)
“Director(s)”
director(s) of the Company
“EGM”

the 2022 first extraordinary general meeting of the Company to be held on Friday, January 14, 2022 at 2:30 p.m.

– 1 –

DEFINITIONS

“Form of Proxy”

the form of proxy of the Company in respect of the resolutions set out in the Notice of EGM

“the Group” or “our Group” the Company and its subsidiaries from time to time, and the expression member of the Group shall be construed accordingly
“H Share(s)” the overseas listed foreign shares with a nominal value of RMB1.00 each in the share capital of the Company, which are listed on the Stock Exchange
“H Shareholder(s)” holder(s) of H Shares
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China
“Independent Director(s)” the independent non-executive Director(s) of the Company
“Latest Practicable Date”
December 22, 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
“Notice of Class Meeting of H Shareholders” or “Notice of the First H Shares Class Meeting of 2022”
the notice of the Class Meeting of H Shareholders dated December 29, 2021, a copy of which is set out on pages HCM-1 to HCM-3 of this circular
“Notice of EGM”
the notice of the EGM dated December 29, 2021, a copy of which is set out on pages EGM-1 to EGM-3 of this circular
“Participants” the participants of the A Share Incentive Scheme
“PRC”
the People’s Republic of China
“Restricted A Shares”
restricted A shares granted under the A Share Incentive Scheme

– 2 –

DEFINITIONS

“RMB” Renminbi, the lawful currency of the PRC “Share(s)” Ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, comprising H Shares and A Shares “Shareholder(s)” the shareholder(s) of the Company “Shenzhen Listing Rules” the listing rules of the Shenzhen Stock Exchange “Shenzhen Stock Exchange” The Shenzhen Stock Exchange “Supervisor(s)” supervisor(s) of the Company “Supervisory Committee” the supervisory committee of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” Percent

– 3 –

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 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

Registered address, headquarters and principal place of business in the PRC: 8th Floor, Block 1 6 Tai-He Road Beijing Economic Technological Development Area Beijing PRC

Principal place of business in Hong Kong: 40th Floor, Dah Sing Financial Centre No. 248 Queen’s Road East Wanchai Hong Kong

Ms. Chen Guoqin Mr. Tsang Kwan Hung Benson Mr. Yu Jian

December 29, 2021

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED REPURCHASE AND CANCELLATION OF PART OF THE RESTRICTED A SHARES GRANTED UNDER THE A SHARE INCENTIVE SCHEME; (2) PROPOSED REDUCTION OF REGISTERED CAPITAL;

(3) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; (4) PROPOSED AUTHORIZATION TO THE BOARD TO HANDLE MATTERS PERTAINING TO THE REDUCTION OF REGISTERED CAPITAL, THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE PROCEDURES FOR FILING THE REDUCTION OF REGISTERED CAPITAL AND THE ARTICLES OF ASSOCIATION WITH THE MARKET SUPERVISION MANAGEMENT DEPARTMENT;

(5) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE GENERAL MEETINGS;

(6)PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD MEETINGS;

(7) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE;

(8) PROPOSED AMENDMENTS TO THE RELATED PARTY TRANSACTIONS MANAGEMENT POLICY;

(9) PROPOSED AMENDMENTS TO THE EXTERNAL GUARANTEE MANAGEMENT POLICY;

(10) PROPOSED AMENDMENTS TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY;

(11) PROPOSED AMENDMENTS TO THE EXTERNAL INVESTMENT MANAGEMENT POLICY; (12) PROPOSED AMENDMENTS TO THE PROCEDURE FOR A SHAREHOLDER TO NOMINATE A PERSON FOR ELECTION AS A DIRECTOR;

(13) PROPOSED PARTIAL AMENDMENTS TO THE VOLUNTARY UNDERTAKINGS MADE BY ENTITIES CONTROLLED BY ACTUAL CONTROLLERS;

(14) PROPOSED APPOINTMENT OF INTERNAL CONTROL AUDITOR FOR THE YEAR OF 2021; (15) NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2022; AND

(16) NOTICE OF THE FIRST H SHARES CLASS MEETING OF 2022

– 4 –

LETTER FROM THE BOARD

I. INTRODUCTION

References are made to (i) the announcement of the Company dated December 21, 2021 in relation to, among other things, (a) the proposed reduction of registered capital; (b) the proposed amendments to the Articles of Association; (c) the proposed amendments to various sets of internal rules and regulations of the Company, including: the Rules of Procedure for the General Meetings; the Rules of Procedure for the Board Meetings, the Rules of Procedure for the Supervisory Committee, the Related Party Transactions Management Policy, the External Guarantee Management Policy, the Independent Non-executive Directors Working Policy, the External Investment Management Policy and the Procedure for a Shareholder to Nominate a Person for Election as a Director; and (d) the proposed appointment of internal control auditor; (ii) the proposed authorization to the Board to handle matters pertaining to the reduction of registered capital, the amendments to the Articles of Association and the procedures for filing the reduction of registered capital and the Articles of Association with the market supervision and management department; (iii) the proposed partial amendments to the voluntary undertakings made by entities controlled by actual controllers of the Company; (iv) the Notice of EGM; and (v) the Notice of the Class Meeting of H Shareholders.

The purpose of this circular is to provide the Shareholders with information in respect of the resolutions to be proposed at the EGM and the Class Meetings to be held on Friday, January 14, 2022 to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the EGM and the Class Meetings. For the details of the proposed resolutions at the EGM and Class Meeting of H Shareholders, please also refer to the Notice of EGM and the Notice of the Class Meeting of H Shareholders.

II. PROPOSED REPURCHASE AND CANCELLATION OF PART OF THE RESTRICTED A SHARES GRANTED UNDER THE A SHARE INCENTIVE SCHEME

Reference is made to the Company’s announcement dated December 21, 2021 (the “ Announcement ”) in relation to, among others, the proposed repurchase and cancellation of 132,012 Restricted A Shares under the A Share Incentive Scheme due to the resignation of two grantees of such restricted A shares (the “ Proposed Repurchase and Cancellation ”).

The Board passed the resolution on December 21, 2021, among others, on the Proposed Repurchase and Cancellation. A special resolution will be proposed at the EGM and the Class Meetings to consider and approve the Proposed Repurchase and Cancellation.

The principal terms of the A Share Incentive Scheme are summarized in the paragraph headed “Appendix VII – Statutory and General Information – 2. Further Information about our Business – B. Share Incentive Schemes” in the prospectus of the Company dated November 14, 2019.

– 5 –

LETTER FROM THE BOARD

Pursuant to the relevant provisions of the A Share Incentive Scheme and the proposal on repurchase and cancellation of part of the Restricted A Shares granted under the A Share Incentive Scheme, due to the resignation of two Participants, the Company intends to repurchase a total of 132,012 Restricted A Shares issued to such Participants at the repurchase price of RMB17.85 per Share. The 132,012 Restricted A Shares have been granted to these Participants but are still in the lock-up period pursuant to the provisions of the A Share Incentive Scheme. None of these Participants are connected persons of the Company as defined under the Listing Rules.

Upon the completion of the repurchase and cancellation of the 132,012 Restricted A Shares, the number of total issued Shares of the Company will drop from 794,177,098 Shares to 794,045,086 Shares, amongst which the number of domestic-listed domestic shares will drop from 660,160,598 Shares to 660,028,586 Shares whilst the number of H Shares will remain unchanged at 134,016,500 Shares.

The repurchase and cancellation of part of the Restricted A Shares will not have a substantive impact on the Company’s financial conditions or operating results.

III. PROPOSED REDUCTION OF REGISTERED CAPITAL

Reference is made to the Company’s announcement dated December 21, 2021 in relation to, among others, the proposed reduction of registered capital of the Company from RMB794,177,098 to RMB794,045,086 and the decrease of number of issued shares of the Company from 794,177,098 shares to 794,045,086 shares (the “ Proposed Reduction of Registered Capital ”).

The Board passed the resolution on December 21, 2021 on the Proposed Reduction of Registered Capital. A special resolution will be proposed at the EGM and the Class Meetings to consider and approve the Proposed Reduction of Registered Capital.

IV. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

As disclosed in the announcement of the Company dated December 21, 2021, the Board proposed to make relevant amendments to the Articles of Association in light of, among others, the Proposed Repurchase and Cancellation and the Proposed Reduction of Registered Capital.

– 6 –

LETTER FROM THE BOARD

A special resolution is being proposed at the EGM to consider and approve the proposed amendments to the Articles of Association. The details are as follows:

Comparison Table of the Articles of Association

Before Amendment After Amendment Article 6 The registered capital of the Article 6 The registered capital of the Company is RMB794,177,098. Company is RMB 794,045,086 . Article 21 The shareholding structure of the Article 21 The shareholding structure of the Company is: 794,177,098 ordinary shares, Company is: 794,045,086 ordinary shares, including 660,160,598 shares held by holders including 660,028,586 shares held by holders of domestic-listed domestic shares, and of domestic-listed domestic shares, and 134,016,500 shares held by holders of H 134,016,500 shares held by holders of H shares. shares. Article 79 When a shareholders’ general Article 79 When a shareholders’ general meeting is convened by the Company, the meeting is convened by the Company, the board of directors, the supervisory committee board of directors, the supervisory committee or shareholders individually or jointly holding or shareholders individually or jointly holding 3% or more of the shares of the Company shall 3% or more of the shares of the Company shall be entitled to raise proposals to the Company. be entitled to raise proposals to the Company.

Article 79 When a shareholders’ general meeting is convened by the Company, the board of directors, the supervisory committee or shareholders individually or jointly holding 3% or more of the shares of the Company shall be entitled to raise proposals to the Company.

Except for circumstances provided in the above paragraph, the convener, after issuing the notice and announcement of the general meeting, shall neither revise the proposals stated in the notice of general meetings nor add new proposals.

The general meeting shall neither vote nor make a resolution on any proposals that are not included in the notice or are inconsistent with Article 78 hereof.

Shareholders individually or jointly holding 3% or more of the shares of the Company may submit ad hoc proposed resolutions in writing to the convener of the general meeting 10 days before the convening of the general meeting. The convener shall issue a supplemental notice of the general meeting within 2 days upon receipt of the proposals and announce the contents thereof. If the notice period of the supplemental notice fails to meet the relevant provisions of the listing rules of the stock exchange where the Company’s shares are listed, the convener shall postpone the convening of the general meeting and issue the notice of extension in accordance with the listing rules of the stock exchange where the Company’s shares are listed and the Articles of Association.

The general meeting shall neither vote nor make a resolution on any proposals that are not included in the notice or are inconsistent with Article 78 hereof.

– 7 –

LETTER FROM THE BOARD

	Before Amendment		After Amendment
Article 105 The following matters shall be		Article 105 The following matters shall be
passed by way of an ordinary resolution at a		passed by way of an ordinary resolution at a
shareholders’ general meeting:		shareholders’ general meeting:
(I)	Work reports of the board of directors	(I)	Work reports of the board of directors
	and the supervisory committee;		and the supervisory committee;
(II)	Profit distribution plan and loss	(II)	Profit distribution plan and loss
	recovery plan formulated by the board		recovery plan formulated by the board
	of directors;		of directors;
(III)	Appointment and removal of members	(III)	Appointment and removal of members
	of the board of directors and members		of the board of directors and members
	of the supervisory committee, their		of the supervisory committee, their
	remuneration and method of payment		remuneration and method of payment
	thereof;		thereof;
(IV)	Proposed annual preliminary financial	(IV)	Proposed annual preliminary financial
	budgets, final account proposals,		budgets, final account proposals,
	balance sheets, statement of income		balance sheets, statement of income
	and other financial statements of the		and other financial statements of the
	Company;		Company;
(V)	Annual reports of the Company;	(V)	Annual reports of the Company;
(VI)	Matters other than those requiring the	(VI)	Appointment, removal and
	approval by way of special resolutions		remuneration of accounting firms;
	in accordance with the provisions of
	the laws, administrative regulations,	(VII)	Matters other than those requiring the
	listing rules of the place where the		approval by way of special resolutions
	shares of the Company are listed or		in accordance with the provisions of
	the Articles of Association.		the laws, administrative regulations,
			listing rules of the place where the
			shares of the Company are listed or
			the Articles of Association.

– 8 –

LETTER FROM THE BOARD

Before Amendment After Amendment
Article 141 The methods and procedures to Article 141 The methods and procedures to nominate directors are as follows: nominate directors are as follows:
(I) the candidates for directors (excluding independent directors) of the board of directors shall be nominated by the board of directors or shareholder(s) severally or jointly holding more than 3% of the total number of the voting shares of the Company, and shall be elected at a general meeting of the Company.
(I) the candidates for directors (excluding independent directors) of the board of directors shall be nominated by the board of directors or shareholder(s) severally or jointly holding more than 3% of the total number of the voting shares of the Company, and shall be elected at a general meeting of the Company.
(II) the candidates for independent directors shall be nominated in the way and procedure as specified by laws, administrative regulations, departmental rules, listing rules of the stock exchange where the Company’s shares are listed or the Articles of Association.
(II) the candidates for independent directors shall be nominated in the way and procedure as specified by laws, administrative regulations, departmental rules, listing rules of the stock exchange where the Company’s shares are listed or the Articles of Association.

(III) the written notice on intention for nominating candidates for directors and candidates’ willingness to accept the nominations shall be sent to the Company no earlier than the issue date of the notice of the general meeting and no later than the 7th day prior to the convention of the general meeting. The Company shall give relevant nominees and candidates for directors at least seven days to submit the aforesaid notice and document (this period is calculated from the day after the issue date of the notice of the general meeting). The candidates for directors who accept the nominations shall promise that the information publicly disclosed about them is true and complete, and that they will diligently fulfill the duties as directors if elected.

(III) the written notice on intention for nominating candidates for directors and candidates’ willingness to accept the nominations shall be sent to the Company no earlier than the issue date of the notice of the general meeting and no later than the 7th day prior to the convention of the general meeting. Where relevant nominees are nominated as directors in accordance with the provisions of this Article, relevant proposals shall comply with the relevant provisions of Article 79 of the Articles of Association. The Company shall give relevant nominees and candidates for directors at least seven days to submit the aforesaid notice and document (this period is calculated from the day after the issue date of the notice of the general meeting). The candidates for directors who accept the nominations shall promise that the information publicly disclosed about them is true and complete, and that they will diligently fulfill the duties as directors if elected.

Except for the proposed amendments mentioned above, other provisions of the Articles of Association remain unchanged.

– 9 –

LETTER FROM THE BOARD

V. PROPOSED AUTHORIZATION TO THE BOARD TO HANDLE MATTERS PERTAINING TO THE REDUCTION OF REGISTERED CAPITAL, THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE PROCEDURES FOR FILING THE REDUCTION OF REGISTERED CAPITAL AND THE ARTICLES OF ASSOCIATION WITH THE MARKET SUPERVISION MANAGEMENT DEPARTMENT

In light of the special resolution to consider and approve the Proposed Reduction of Registered Capital and the Proposed Amendments to the Articles in paragraph headed “III. Proposed Reduction of Registered Capital” and “IV. Proposed Amendments to the Articles of Association” above, an ordinary resolution will be proposed at the EGM to consider and authorize the Board to handle matters pertaining to the reduction of registered capital, the Proposed Amendments to the Articles and the procedures for filing the reduction of registered capital and the Articles of Association with the market supervision and management department.

VI. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS

Pursuant to the relevant laws and regulations, and in light of the proposed amendments to the Articles of Association, the Board proposed to amend the Rules of Procedure for the General Meetings of the Company.

An ordinary resolution is being proposed at the EGM to consider and approve the proposed amendments to the Rules of Procedure for the General Meetings, the full text of the which is set out in Appendix I to this circular.

VII. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD MEETINGS

As disclosed in the announcement of the Company dated December 21, 2021, the Board proposed to amend the Rules of Procedure for the Board Meetings of the Company in accordance with the Articles of Association and the latest requirements under the relevant laws, administrative regulations, regulatory documents such as the Shenzhen Listing Rules.

An ordinary resolution is being proposed at the EGM to consider and approve the proposed amendments to the Rules of Procedure of the Board Meetings, the full text of which is set out in Appendix II to this circular.

– 10 –

LETTER FROM THE BOARD

VIII. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE

As disclosed in the announcement of the Company dated December 21, 2021, the Board proposed to amend the Rules of Procedure for the Supervisory Committee of the Company in accordance with the Articles of Association and the latest requirements under the relevant laws, administrative regulations, regulatory documents such as the Shenzhen Listing Rules.

An ordinary resolution is being proposed at the EGM to consider and approve the proposed amendments to the Rules of Procedure for the Supervisory Committee, the full text of which is set out in Appendix III to this circular.

IX. PROPOSED AMENDMENTS TO THE RELATED PARTY TRANSACTIONS MANAGEMENT POLICY

As disclosed in the announcement of the Company dated December 21, 2021, the Board proposed to amend the Related Party Transactions Management Policy of the Company in accordance with the Articles of Association and the latest requirements under the relevant laws, administrative regulations, regulatory documents such as the Shenzhen Listing Rules.

An ordinary resolution is being proposed at the EGM to consider and approve the proposed amendments to the Related Party Transactions Management Policy, the full text of which is set out in Appendix IV to this circular.

X. PROPOSED AMENDMENTS TO THE EXTERNAL GUARANTEE MANAGEMENT POLICY

As disclosed in the announcement of the Company dated December 21, 2021, the Board proposed to amend the External Guarantee Management Policy of the Company in accordance with the Articles of Association and the latest requirements under the relevant laws, administrative regulations, regulatory documents such as the Shenzhen Listing Rules.

An ordinary resolution is being proposed at the EGM to consider and approve the proposed amendments to the External Guarantee Management Policy, the full text of which is set out in Appendix V to this circular.

XI. PROPOSED AMENDMENTS TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY

As disclosed in the announcement of the Company dated December 21, 2021, the Board proposed to amend the Independent Non-executive Directors Working Policy of the Company to improve corporate governance of the Company and in light of the current composition of the Board.

An ordinary resolution is being proposed at the EGM to consider and approve the proposed amendments to the Independent Non-executive Directors Working Policy, the full text of which is set out in Appendix VI to this circular.

– 11 –

LETTER FROM THE BOARD

XII. PROPOSED AMENDMENTS TO THE EXTERNAL INVESTMENT MANAGEMENT POLICY

As disclosed in the announcement of the Company dated December 21, 2021, the Board proposed to amend the External Investment Management Policy of the Company in accordance with the Articles of Association and the latest requirements under the relevant laws, administrative regulations, regulatory documents such as the Shenzhen Listing Rules.

An ordinary resolution is being proposed at the EGM to consider and approve the proposed amendments to the External Investment Management Policy, the full text of which is set out in Appendix VII to this circular.

XIII. PROPOSED AMENDMENTS TO THE PROCEDURE FOR A SHAREHOLDER TO NOMINATE A PERSON FOR ELECTION AS A DIRECTOR

As disclosed in the announcement of the Company dated December 21, 2021, the Board proposed to amend the Procedure for a Shareholder to Nominate a Person for Election as a Director to improve corporate governance of the Company and in accordance with the Articles of Association.

An ordinary resolution is being proposed at the EGM to consider and approve the proposed amendments to the Procedure for a Shareholder to Nominate a Person for Election as a Director, the full text of which is set out in Appendix VIII to this circular.

XIV. PROPOSED PARTIAL AMENDMENTS TO THE VOLUNTARY UNDERTAKINGS MADE BY ENTITIES CONTROLLED BY ACTUAL CONTROLLERS

In connection with the listing of A Shares on the Shenzhen Stock Exchange by the Company, each of (i) Ningbo Longtaikang Investment Management Co., Ltd. (寧波龍泰康投資管理有限公司) (“ Ningbo Longtaikang ”), a company owned as to 100% by Mr. LOU Xiaoqiang, our executive Director and actual controller, and (ii) Beijing Duotai Investment Management Co., Ltd. (北京多泰投資管理有限公司) (“ Beijing Duotai ”), a company owned as to 100% by Ms. ZHENG Bei, our executive Director and actual controller, entered into an undertaking in relation to the lock-up arrangement, voluntary lock-up and extension of lock-up period of the shares (each a “ Lock-up Undertaking ”) held by them in the Company. Pursuant to the original Lock-up Undertaking, each of Ningbo Longtaikang and Beijing Duotai that, among others:

“Within two years after the expiration of the lock-up period, the Guarantor shall not dispose more than 10% of the total number of shares it directly or indirectly held in the Company immediately prior to the initial public offering and listing of the A Shares of the Company on the Shenzhen Stock Exchange.”

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LETTER FROM THE BOARD

With a primary goal to enhance the management of its Shares held in the Company and to optimize the Company’s shareholding structure, each of Ningbo Longtaikang and Beijing Duotai proposed to make certain amendments to their respective Lock-up Undertaking (such amendments, the “ Proposed Amendments to Undertaking ”). The Proposed Amendments to Undertaking are as follows:

“If the Guarantor disposes its shares of the Company within two years following the lock-up period, the number of such shares being disposed each year shall not exceed 10% of the total number of shares it directly or indirectly held in the Company immediately prior to the initial public offering, provided that such shares are transferred to a party other than an actual controller or concert party (as defined under Article 83 of Measures for the Administration of the Takeover of Listed Companies); or it shall comply with relevant laws and regulations including Several Provisions on the Shareholding Reduction by the Principal Shareholders, Directors, Supervisors, and Senior Executives of Listed Companies, Rules Governing the Listing of Shares on the ChiNext Market of Shenzhen Stock Exchange and Rules of the Shenzhen Stock Exchange for Shareholding Reduction by Shareholders, Directors, Supervisors and Senior Executives of Listed Companies and other relevant rules if such shares are transferred to an actual controller or concert party.”

Saved as the Proposed Amendments to Undertaking, other parts of each Lock-up Undertaking remain unchanged.

An ordinary resolution is being proposed at the EGM to consider and approve the Proposed Amendments to Undertaking.

XV. PROPOSED APPOINTMENT OF INTERNAL CONTROL AUDITOR FOR THE YEAR OF 2021

As disclosed in the announcement of the Company dated December 21, 2021, the Board proposed to appoint Ernst &Young Hua Ming LLP as the internal control auditor of the Company to conduct internal control auditing and issue an internal control auditing report for the financial year ended December 31, 2021, with an auditing fee amounting to RMB460,000.

An ordinary resolution is being proposed at the EGM to consider and approve the proposed appointment of Ernst &Young Hua Ming LLP as the internal control auditor of the Company for the financial year ended December 31, 2021.

XVI. EGM, CLASS MEETING OF H SHAREHOLDERS REPLY SLIPS AND PROXY ARRANGEMENT

Notices convening the EGM on Friday, January 14, 2022 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 will be despatched by the Company on December 29, 2021 and published and available for downloading on the websites

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LETTER FROM THE BOARD

of Hong Kong Stock Exchange at http://hkexnews.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 Thursday, January 13, 2022 (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.

The forms of proxy is enclosed with this circular and are also published on the websites of Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (www.pharmaron.com). Whether or not you are able to attend the EGM and the H Shares Class Meeting, please complete and return the enclosed forms of proxy for the EGM and the H Shares Class Meeting in accordance with the instructions printed thereon and to lodge the same with the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as practicable and in any event not less than 24 hours before the time appointed for holding the EGM and the H Shares Class Meeting. Completion and return of the forms of proxy will not preclude you from attending the EGM and the H Shares Class Meeting or any adjournment thereof (as the case may be) should you so wish.

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 Tuesday, January 11, 2022 to Friday, January 14, 2022 (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 January 11, 2022 shall be entitled to attend and vote at the EGM and the H Shares Class Meeting.

In order to be eligible to attend and vote at the EGM and the Class Meeting of H Shareholders, holders of H Shares whose transfer documents have not been registered are required to deposit all properly completed share transfer forms together with the relevant share certificates to 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 (for holders of H shares) for registration no later than 4:30 p.m. on Monday, January 10, 2022.

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

XVII. GENERAL

Pharmaron Holdings Limited, Mr. LOU Xiaoqiang, Ningbo Longtaikang, Beijing Duotai and their associates (together controlling or being entitled to exercise control over the voting rights in respect of 187,423,105 Shares, being approximately 23.60% of the total issued Shares as at the date of the EGM) are required under the Listing Rules to abstain from voting at the EGM on the resolution relating to the Proposed Amendments to Undertaking. To the best of the Director’s knowledge, information and belief, and according to applicable PRC law, regulations and regulatory requirements, saved as disclosed above, none of the Shareholders are required to abstain from voting at the EGM and the Class Meetings.

XVIII. RECOMMENDATION

The Board (including the Independent Non-executive Directors) considers that (i) the Proposed Repurchase and Cancellation, (ii) the Proposed Reduction of Registered Capital, and (iii) the Proposed Amendments to Articles, (iv) the proposed authorization to the Board to handle matters pertaining to the reduction of registered capital, the amendments to the Articles of Association and the procedures for filing the reduction of registered capital and the Articles of Association with the market supervision and management department, (v) the proposed amendments to the Rules of Procedure for the General Meetings, (vi) the proposed amendments to the Rules of Procedure for the Board Meetings, (vii) the proposed amendments to the Rules of Procedure for the Supervisory Committee, (viii) the proposed amendments to the Related Party Transactions Management Policy, (ix) the proposed amendments to the External Guarantee Management Policy, (x) the proposed amendments to the Independent Nonexecutive Directors Working Policy, (xi) the External Investment Management Policy, (xii) the proposed amendments to the Procedure for a Shareholder to Nominate a Person for Election as a Director, (xiii) the proposed partial amendments to the voluntary undertakings made by the entities controlled by actual controllers, (xiv) the proposed appointment of Ernst &Young Hua Ming LLP as the Company’s internal control auditor for the year of 2021, are on normal commercial terms and are fair and reasonable, and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions in relation to the above matters to be proposed at the EGM and the Class Meetings.

The Board also considers that all other resolutions set out in the Notice of EGM and the Notices of the Class Meetings are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that the Shareholders vote in favour of the resolutions set out in the Notice of EGM and the Notices of the Class Meetings.

XIX. ADDITIONAL INFORMATION

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

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

* For identification purposes only

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RULES OF PROCEDURE FOR THE GENERAL MEETINGS

APPENDIX I

PHARMARON BEIJING CO., LTD. Rules of Procedure for the General Meetings

Chapter I General Provisions

Article 1 The Rules are hereby formulated and enacted in accordance with the Company Law of the People’s Republic of China (the “ Company Law ”), Securities Law of the People’s Republic of China (the “ Securities Law ”), Special Provisions of the State Council on the Overseas Share Offering and Listing of Joint Stock Limited Companies (the “ Special Provisions ”), Mandatory Provisions for Articles of Association of Companies Listed Overseas (the “ Mandatory Provisions ”), Letter Concerning Opinions on Supplementary Amendments to the Articles of Association of Companies Listed in Hong Kong (the “ Letter Concerning Opinions on Supplementary Amendments ”), Reply of the State Council on Adjusting Provision Applicable to Time Limit for Notice of General Meeting and Other Relevant Matters of Overseas Listed Companies (Guo Han No. [2019] 97), listing rules of the stock exchange(s) where the Company’s shares are listed (including but not limited to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”)), and the Articles of Association of Pharmaron Beijing Co., Ltd. (the “ Articles of Association ”), to regulate the actions of the Company and ensure that the general meeting exercises its functions and power.

Article 2 The Company shall convene a general meeting in strict accordance with laws, administrative regulations, listing rules of the stock exchange(s) where the Company’s shares are listed, the Articles of Association, and relevant provisions of the Rules, to ensure that shareholders exercise their rights in accordance with law.

The board of directors of the Company (the “Board”) shall earnestly perform its duties and organize the general meeting in a serious and timely manner. The directors of the Company as a whole shall be diligent and responsible to ensure the normal convening of a general meeting and the legitimate exercise of its functions and power.

Article 3 The general meeting shall exercise its functions and power within the scope specified by the Company Law and other laws, administrative regulations, departmental rules, listing rules of the stock exchange(s) where the Company’s shares are listed, and the Articles of Association.

Article 4 General meetings come in the annual and the extraordinary. The annual general meeting (“AGM”) shall be held once a year and within six months after the prior accounting year ends.

Where the Company cannot hold the general meeting within the above-mentioned time limit, the Company shall report to the agencies of the China Securities Regulatory Commission (the “CSRC”) in the place where the Company is located and the stock exchange(s) where the Company’s shares are listed, explaining and announcing the reasons.

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APPENDIX I RULES OF PROCEDURE FOR THE GENERAL MEETINGS

Article 5 Extraordinary general meeting (“EGM”) is held on an irregular basis. The Company shall convene an EGM within two months of the occurrence of any of the following circumstances:

(I) When the number of directors is less than that specified in the Company Law or two-thirds of the number required by the Articles of Association;
(II) When the uncovered loss of the Company reaches one-third of the total paid-in share capital of the Company;
(III) Upon written request(s) by shareholder(s) individually or collectively holding more than 10% of the Company’s share;
(IV) When the Board considers it necessary;
(V) When the supervisory committee proposes that such a meeting be held;
(VI) Other circumstances specified by laws, administrative regulations, departmental rules, listing rules of the stock exchange(s) where the Company’s shares are listed, and the Articles of Association.

The number of shares in item 3 above shall be calculated in accordance with the shares held on the day on which the written request is made by the shareholders.

Article 6 The Company may engage lawyers to attend the general meeting to give legal opinions on the following matters:

(I) Whether the convening and holding procedures of the general meeting comply with laws, administrative regulations, the Rules, and the Articles of Association;
(II) Whether the persons attending the meeting and the convener of the meeting are legally entitled to do so;
(III) Whether the procedures of voting at the general meeting and the voting results are valid;
(IV) Legal opinions on other issues upon the request of the Company.

Chapter II Convening of General Meetings

Article 7 The Board shall duly convene the general meeting within the time limit specified in the Rules.

Article 8 Independent non-executive directors shall have the right to propose to the Board to hold an EGM, provided that the proposal shall be made in written form. For the proposal of independent non-executive directors of convening an EGM, the Board shall, in accordance with the provisions of laws, administrative regulations, listing rules of the stock exchange(s) where the Company’s shares are listed, and the Articles of Association, provide written feedback on whether to agree or disagree with the meeting within ten days upon receipt of the proposal.

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APPENDIX I RULES OF PROCEDURE FOR THE GENERAL MEETINGS

Where the Board agrees to hold an EGM, the Board shall, within five days after the Board resolution is made, issue a notice calling for the meeting. Otherwise, the reasons shall be stated.

Article 9 The supervisory committee is entitled to advise the Board to hold the EGM, provided that the proposal shall be made in written form. The Board shall, in accordance with the provisions of laws, administrative regulations, listing rules of the stock exchange(s) where the Company’s shares are listed, and the Articles of Association, provide written feedback on whether to agree or disagree with the meeting within ten days upon receipt of the proposal.

Where the Board agrees to hold an EGM, the Board shall, within five days after the Board resolution is made, issue a notice calling for the meeting. Changes to the original proposal in the notice shall be subject to the approval of the supervisory committee.

Where the Board does not agree to hold an EGM, or does not provide written feedback within ten days upon receipt of the proposal, the Board shall be considered to be unable or fail to perform the duty of convening an EGM. The supervisory committee can convene and preside over the meeting on its own.

Article 10 When a shareholder requests to convene a class meeting, the following procedures shall be followed:

(I) Two or more shareholders holding not less than 10% of the shares with voting rights at the proposed meeting individually or collectively may sign one or several written requests of the same format and content to ask the Board to convene the EGM or class meeting and describe the meeting topics. The aforesaid number of shares shall be calculated in accordance with the shares held on the day on which the written requisition is made by the shareholders. The Board shall, pursuant to relevant laws, administrative regulations, and Articles of Association, provide written feedback on the approval or disapproval to convene an EGM or a class meeting within ten days after receiving the aforesaid written request.
(II) If the Board agrees to convene an EGM or a class meeting, it shall serve a notice of such a meeting within five days after the resolution is made by the Board. Changes to the original request in the notice shall be subject to the approval of relevant shareholders. Where the laws, regulations, rules and relevant rules of the securities regulatory authority in the place where the Company’s shares are listed stipulate otherwise, the relevant provisions shall prevail.
(III) Where the Board does not agree to hold the EGM or a class meeting or fails to give a reply within ten days after receipt of the request, shareholder(s) individually or collectively holding not less than 10% shares of the Company shall be entitled to propose and request in writing to the supervisory committee to convene an EGM or a class meeting. If the supervisory committee agrees to convene the EGM or a class meeting, it shall serve a notice of such a meeting within five days after receipt of

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APPENDIX I RULES OF PROCEDURE FOR THE GENERAL MEETINGS

the said request. Changes to the original proposal in the notice shall be subject to the approval of relevant shareholders. Where the supervisory committee fails to give the notice of such a meeting within the specified time limit, it shall be deemed to have failed to convene or preside over the meeting, in which case, the shareholders who either individually or collectively hold not less than 10% of the Company’s shares for more than 90 consecutive days may convene and preside over the meeting by themselves. Where the shareholders convene and hold a meeting on their own due to the failure of the Board to hold the meeting as aforesaid, the Company shall bear the reasonable expenses incurred thereby and deduct the amount from the sums owed by the Company to the delinquent directors.

Article 11 When the supervisory committee or the shareholders decide to convene a general meeting by themselves, they shall notify the Board in writing and file the notice with the CSRC agency where the Company is domiciled and the stock exchange(s) where the Company’s shares are listed.

During the period from the date when the notice of general meeting is given to the closing date of general meeting, the shareholding percentage of the convening shareholders shall be not less than 10%.

The convening shareholders shall submit the relevant supporting evidence to the CSRC agency where the Company is domiciled and the stock exchange(s) where the Company’s shares are listed when issuing the notice and announcing resolutions of the general meeting.

Article 12 For the general meeting convened by the supervisory committee or shareholders, the Board and the Board secretary shall provide cooperation and necessary support, and perform the information disclosure obligations in time. The Board shall provide the register of shareholders as at the date of record. If the Board fails to provide the register of shareholders, the convener may request to access the register at the securities registration and clearing institution in the place where the Company’s shares are listed by presenting the relevant announcement of the notice of the general meeting. The register of shareholders obtained by the convener shall be not used for purposes other than the convening of a general meeting.

Article 13 If the supervisory committee or shareholders convene a meeting on their own, the Company shall bear the reasonable expenses incurred thereby and deduct the expenses from the amount owed by the Company to the delinquent directors.

Chapter III Proposals and Notices of General Meetings

Article 14 The proposal content shall fall into the terms of reference of the general meeting. There shall be definite topics and specific matters for resolution. The proposal shall comply with the relevant provisions of laws, administrative regulations, listing rules of the stock exchange(s) where the Company’s Shares are listed, and the Articles of Association. The proposal shall be submitted or served to the Board in writing.

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APPENDIX I RULES OF PROCEDURE FOR THE GENERAL MEETINGS

Article 15 Where the Company convenes a general meeting, the Board, the supervisory committee, and the shareholder(s) holding more than 3% of the shares of the Company individually or in aggregate may make proposals to the Company.

The shareholders individually or collectively holding more than 3% of the shares of the Company may raise a temporary proposal and submit it to the convener in writing ten days before the general meeting is held. The convener shall, within two days after the receipt of the proposal, issue a supplementary notice to inform the general meeting of the content of the temporary proposal.

Save as specified above, the convener shall not change the proposal set out in the notice of the general meeting or add new proposals after the said notice is served.

The general meeting shall not vote or adopt resolutions on proposals not listed in the notice of general meeting or proposals not in conformity with the provisions of the Rules.

Article 16 The convener will notify all shareholders of an AGM by way of announcement 20 business days prior to the convening thereof, and notify all shareholders of an EGM by way of announcement 15 days prior to the convening thereof. 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 17 After the notice of general meeting is given and before the meeting is held, the convener may, in accordance with the Company Law and relevant provisions, issue a second notice of general meeting.

Article 18 The notice and the supplementary notice of the general meeting shall fully and completely contain the specific content of all proposals, and all the materials or explanations necessary for the shareholders to make reasonable judgments on the matters to be discussed. Where the matters to be discussed require opinions from independent non-executive directors, the opinions and reasons of independent non-executive directors will be recorded at the time when the notice or the supplementary notice of the general meeting is issued.

Article 19 When the general meeting intends to discuss the election of directors and supervisors, the notice of the general meeting shall fully disclose the details of the candidates for directors and supervisors, including, as a minimum, the following content:

(I) Personal particulars such as education background, working experience and any concurrent positions;
(II) Whether there is any connected relationship with the Company or the controlling shareholder and de facto controller of the Company;
(III) Number of shares of the Company such candidates hold;

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APPENDIX I RULES OF PROCEDURE FOR THE GENERAL MEETINGS

(IV) Whether the candidates have been penalized or reprimanded by relevant authorities;
(V) Whether the candidates comply with the provisions of the listing rules of the stock exchange(s) where the Company’s shares are listed.

Save for the directors or supervisors who are elected by way of cumulative voting system, a single proposal shall be put forward for each candidate for directors or supervisors.

Article 20 The notice of the general meeting shall include the following particulars:

(I) Made in written form;
(II) Specifying the meeting place, date and time;
(III) Describing the matters to be discussed at the meeting;
(IV) Providing the shareholders with the information and explanations necessary for them to make informed decisions on the matters to be discussed. This principle includes (but is not limited to) the requirement that when the Company intends to make mergers, repurchase shares, make capital restructuring or other reforms, it shall provide the specific conditions and contracts (if any) of the proposed transaction, and make detailed explanations on the causes and consequences;
(V) If directors, supervisors, presidents (general managers) or other senior management have material interests in the matters to be discussed, the nature and extent of the interest shall be disclosed; if the influence of the matters to be discussed on the relevant directors, supervisors, presidents (general managers) or other senior management is different from the influence on other shareholders of the same class, the relevant difference shall be specified;
(VI) Containing the full text of the special resolutions proposed to be adopted at the meeting;
(VII) Stating in conspicuous text that the shareholder entitled to attend and vote at the meeting may appoint one or more proxies to attend and vote on his/her behalf, and it is not necessary for the proxy to be a shareholder of the Company;
(VIII) Specifying the delivery time and place of the power of attorney for voting;
(IX) Record date of the shareholders entitled to attend the general meeting;
(X) Containing the name and telephone number of the contact person of the general meeting.

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APPENDIX I RULES OF PROCEDURE FOR THE GENERAL MEETINGS

Article 21 Unless otherwise specified by laws, administrative regulations, listing rules of the stock exchange(s) where the Company’s Shares are listed, or the Articles of Association, the notice of the general meeting may be given by way of announcement. For shareholders of overseas listed foreign shares, the Company may give a notice of the general meeting by posting on the Company’s website and the website designated by the Stock Exchange of Hong Kong Limited (“HKSE”) and by such other means as may be permitted under the Listing Rules and the Articles of Association.

Article 22 After the notice of the general meeting is given, neither the meeting nor the proposals listed in the notice shall be postponed or canceled without due causes. In the event of a delay or cancellation, the convener shall notify the shareholders at least two working days before the scheduled date of convening and give explanations. If the meeting is to be adjourned, the date of reconvening shall also be stated in the notice.

Chapter I Convening of General Meetings

Article 23 The place for convening a general meeting of the Company shall be the domicile of the Company or other locations determined by the Board.

A venue shall be set for the general meeting which shall be convened on site. The Company may facilitate shareholders in the general meeting by making the Internet available or other means. Shareholders who participate in the meeting in the aforesaid manner shall be deemed as present.

Article 24 Any shareholder entitled to attend and vote at the general meeting may attend and vote personally or by appointing one or more persons (who is/are not necessary to be a shareholder(s)) as his proxy (proxies). The proxy (proxies) may exercise the following rights according to the authorization of the shareholder:

(I) Same right as the shareholder to speak at the general meeting;
(II) Requesting to vote by ballot separately or jointly with others;
(III) Exercising the voting right, provided that if more than one proxies are entrusted, the proxies shall vote by ballot only.

If the shareholder is a recognized clearing house (or its agent) as defined in the relevant laws and ordinances of the place where the Company’s shares are listed, the shareholder may authorize one or more persons as it thinks fit to act as its representative(s) at any general meeting or class meeting. However, if more than one persons are authorized, the power of attorney shall state the number and type of shares in respect of which each such person is authorized and shall be signed by the authorized officer of the recognized clearing house. A person so authorized may attend a meeting on behalf of a recognized clearing house (or its agent) and exercise rights as if he/she were an individual shareholder of the Company without the need to produce a certificate of shareholding, notarized power of attorney and/or further evidence of formal authorization.

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APPENDIX I RULES OF PROCEDURE FOR THE GENERAL MEETINGS

Article 25 When the general meeting considers matters that could materially affect the interest of minority shareholders, the votes by minority shareholders shall be counted separately, and the results of such separate vote counting shall be disclosed promptly.

The aforesaid material issues affecting the interests of minority shareholders include the following:

(I) Nomination, appointment or removal of directors;
(II) Appointment or dismissal of senior management;
(III) Remuneration of the directors and senior management;
(IV) Whether the formulation, adjustment, decision-making procedures, and implementation of the Company’s cash dividend policy as well as the profit distribution policy damage the legitimate rights and interests of minority shareholders;
(V) Related party transactions (including related party transactions under the Listing Rules), external guarantees (excluding guarantees for subsidiaries within the scope of consolidated statements), entrusted wealth management, external financial assistance, change of use of proceeds, change of accounting policies of the Company, investment in shares and derivatives, and other major matters, which shall be considered and approved by the Board or the general meeting;
(VI) Existing or new borrowings or other capital transactions with a total amount of more than RMB3 million and more than 5% of the latest audited net assets of the Company by the shareholders, de facto controller and their related enterprises of the Company, and whether the Company has taken measures to recover the debts;
(VII) Material asset restructuring plan and equity incentive plan;
(VIII) Matters that the independent non-executive directors believe may damage the legitimate rights and interests of minority shareholders;
(IX) Other matters stipulated in relevant laws, administrative regulations, departmental rules, normative documents, business rules, and the Articles of Association.

Minority shareholders refer to the shareholders other than the directors, supervisors, senior management of the Company and the shareholders who individually or collectively hold more than 5% of the shares of the Company.

Article 26 The Board and other conveners shall take necessary measures to ensure the proper order of the general meeting. Any act that interferes with the general meeting, stirs up troubles or infringes upon the shareholders’ legitimate rights and interests shall be stopped by measures and promptly reported to the relevant departments for investigation.

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APPENDIX I RULES OF PROCEDURE FOR THE GENERAL MEETINGS

Article 27 All shareholders of ordinary shares recorded in the register as at the record date or their proxies shall have the right to attend the general meeting and exercise the voting right in accordance with laws, regulations, listing rules of the stock exchange(s) where the Company’s shares are listed, and the Articles of Association, which shall be not rejected by the Company and the convener on any grounds. Individual shareholders shall produce their identity cards or other valid proof or evidence of their identities, and the proxies shall produce the proxy forms from shareholders and the valid proof of their identities.

Article 28 When an individual shareholder attends the general meeting in person, he/she shall present his/her ID card, other valid certificates or evidence that can prove his/her identity, and his/her share account card/shareholding certificate. Where a proxy attends the meeting on behalf of the individual shareholder, the proxy shall present the shareholder’s valid certificate that can prove his/her identity, proxy form, and share account card/shareholding certificate as well as the proxy’s valid proof of identity.

Article 29 Legal representatives or proxies appointed by legal representatives shall attend the meeting on the behalf of corporate shareholders. When the legal representatives attend the meeting, they shall present their share account cards/shareholding certificates, ID cards, and valid evidence that proves their qualifications as the legal representatives. When the proxies attend the meeting, the proxies shall present the written power of attorney issued by the legal representatives of corporate shareholders and their share account cards/shareholding certificates and valid proof of identity.

Article 30 Shareholders shall entrust proxies via written power of attorney, which shall be signed by the principal or the proxies so entrusted in writing. If the principal is a legal person, the power of attorney shall be stamped with the name of the legal person or signed by his/her director or duly appointed proxy. The power of attorney issued by a shareholder to appoint a proxy to attend a general meeting shall contain the following information:

(I) Name of the proxy;
(II) Number of shares of the principal represented by the proxy;
(III) Whether the proxy has the voting right;
(IV) Separate instructions as to whether to cast affirmative, negative or abstention votes on each review issue listed on the agenda of the general meeting;
(V) Date of issuance and effective period of the power of attorney;
(VI) Signature (or seal) of the principal. If the principal is a corporate shareholder, the power of attorney shall be affixed with the common seal of the corporate or signed by its director or duly appointed proxy.

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APPENDIX I RULES OF PROCEDURE FOR THE GENERAL MEETINGS

Article 31 The power of attorney issued by the Board to shareholders to appoint proxies shall be in such form that allows the shareholders to freely instruct the proxies to vote for or against any proposal, and to provide separate instructions for each matter that needs to be decided on. The power of attorney shall specify that in the absence of specific instructions from the shareholders, the proxies may vote as they think fit.

Article 32 The power of attorney for proxy voting shall be deposited at the domicile of the Company or such other places as designated in the notice of the meeting 24 hours before the meeting at which the proxies are authorized to vote or 24 hours before the specified voting time. If the power of attorney for proxy voting is signed by another person authorized by the principal, the power of attorney or other authorization documents shall be notarized. The notarized letter of authority or other authorization documents and the power of attorney for voting by proxies shall be deposited at the domicile of the Company or such other places as designated in the notice of the meeting.

If the principal is a legal person, its legal representative or the person authorized by the Board or other decision-making authorities shall attend the general meeting of the Company on its behalf.

Article 33 A vote given by a proxy in accordance with the terms of the power of attorney shall be valid notwithstanding the previous death or loss of capacity of the principal, revocation of the proxy or power of authority under which the proxy was executed, or the transfer of the share in respect of which the proxy is given, provided that no notice in writing of such death, loss of capacity, revocation or transfer as aforesaid has been received by the Company before the commencement of the meeting at which the proxy is used.

Article 34 The meeting register for the attendees shall be prepared by the Company. The register shall set out the names of the persons attending the meeting (or names of the entities they are from), their ID card numbers, residential addresses, numbers of shares held or representing voting rights and names of the proxies (or names of the entities they are from).

Article 35 The convener and the lawyer shall jointly verify the qualifications of the shareholders according to the register of shareholders provided by the securities registration and clearing institution, and register the names of each shareholder and the number of shares with voting rights they hold. The meeting registration shall be terminated by the time the meeting presider announces the number of shareholders and proxies present in person at the meeting as well as the total number of shares with voting rights they hold.

Article 36 When the general meeting is held, all the directors, supervisors and the Board secretary of the Company shall attend the meeting, while the general manager and other senior management shall attend as a nonvoting delegate.

Article 37 The general meeting shall be convened and chaired by the chairman of the Board; where the chairman of the Board is unable to attend the meeting for some reason, the vice-chairman shall act as the chairman of the meeting; where neither the chairman nor the vice-chairman is able to attend the meeting, the chairman of the Board can designate a director of the Company to convene the meeting on his/her behalf and act as the chairman of the meeting; where the chairman of the meeting is not designated, the shareholders present at the meeting can elect one person to serve as the chairman; if the shareholders are unable to elect the chairman of the meeting for any reason, the shareholder (including his/her proxy) present who holds the greatest number of voting shares shall serve as the chairman of the meeting.

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APPENDIX I RULES OF PROCEDURE FOR THE GENERAL MEETINGS

At a general meeting convened by the supervisory committee, the chairman of the supervisory committee shall preside over the meeting. When the chairman of the supervisory committee is unable or fails to perform his or her duty, a supervisor jointly elected by more than half of the supervisors shall preside over the meeting.

If a general meeting is convened by shareholders, the convener shall elect a representative to preside over the meeting. If the convener is unable to elect the chairman of the meeting for any reason, the shareholder (including his/her proxy) present who holds the greatest number of voting shares shall serve as the chairman of the meeting.

When a general meeting is held, if the chairman of the meeting violates the rules of procedure, making continuance of the meeting impossible, with the consent of the shareholders holding more than half of the voting rights present at the meeting, the general meeting may elect a person to serve as the chairman of the meeting to proceed with the meeting.

Article 38 At the AGM, the Board and the supervisory committee shall make a report on their work over the last year to the general meeting. Each independent non-executive director shall also report on their duty performance.

Article 39 Directors, supervisors and senior management shall provide explanations and statements relating to the queries put forward by the shareholders at the general meeting.

Article 40 The meeting presider shall announce the number of shareholders and proxies present and the total number of shares with voting rights they hold before voting. To determine the number of shareholders and proxies present and the total number of shares with voting rights they hold, the meeting register shall prevail.

Chapter V Voting and Resolutions of General Meetings

Article 41 The resolutions of a general meeting are classified into ordinary ones and special ones.

Ordinary resolutions of the general meeting shall be adopted by more than half of the voting rights held by the shareholders (including their proxies) present at the meeting.

Special resolutions of the general meeting shall be adopted by more than two-thirds of the voting rights held by the shareholders (including their proxies) present at the meeting.

Article 42 The following matters shall be resolved by way of ordinary resolution of the general meeting:

(I) Work reports of the Board and the Supervisory Committee;
(II) Profit distribution proposals and proposals for making up losses formulated by the Board;

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APPENDIX I RULES OF PROCEDURE FOR THE GENERAL MEETINGS

(III) Appointment, dismissal and remuneration of the members of the Board and the supervisory committee and the method of payment of the remuneration;
(IV) Annual financial budgetary plans, final accounting plans, balance sheets, income statements, and other financial statements of the Company;
(V) Annual report of the Company;
(VI) Appointment, removal and remuneration of accounting firms;
(VII) Other matters required by laws, administrative regulations, listing rules of the stock exchange(s) where the Company’s shares are listed, or the Articles of Association to be adopted by way of special resolution.

Article 43 The following matters shall be resolved by way of special resolution of the general meeting:

(I) Increase or reduction of the Company’s registered capital, issuance of any class of shares, warrants, and other similar types of securities;
(II) Issuance of corporate bonds;
(III) Division, merger, dissolution, and liquidation of the Company;
(IV) Amendment to the Articles of Association;
(V) Purchase and disposal of material assets by the Company within one year, or a guarantee amount exceeding 30% of the latest audited total assets of the Company;
(VI) Equity incentive scheme;
(VII) Other matters required by laws, administrative regulations, listing rules of the stock exchange(s) where the Company’s shares are listed, or the Articles of Association and matters that may have a significant impact on the Company according to an ordinary resolution of the general meeting, to be adopted by way of special resolution.

Article 44 Unless the Company is in danger or under other special circumstances, the Company shall not, without the approval of general meeting by way of special resolution, make and enter into contracts with persons other than directors, general managers or other senior management granting such persons the responsibility for managing all business or material business of the Company.

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APPENDIX I RULES OF PROCEDURE FOR THE GENERAL MEETINGS

Article 45 Where proposed resolutions in relation to the election of directors or supervisors are adopted at a general meeting, the time of taking office of the new directors or supervisors shall be the time specified in the resolution of the general meeting. If the resolution of the general meeting does not specify the time of taking office, it shall be the time when the general meeting concludes.

Article 46 Where the general meeting adopts the proposal on cash dividend, bonus issuance or conversion of capital reserve into share capital, the Company shall implement the relevant plan in two months after the end of the general meeting.

Article 47 If resolutions adopted at the general meeting of the Company violate laws or administrative regulations, such resolutions shall be null and void.

The Company’s controlling shareholders and de facto controller shall not restrict or obstruct minority shareholders from legally exercising the voting rights or prejudice the legitimate rights and interests of the Company and minority shareholders.

Article 48 Where the convening procedure or voting method of the general meeting violates laws, administrative regulations or the Articles of Association or the content of resolutions violates the Articles of Association, shareholders may apply to the people’s court for cancellation within 60 days after such resolutions take effect.

Article 49 Shareholders (including their proxies) shall exercise their voting rights by the number of voting shares they represent, and each share shall have one vote.

If a shareholder has a related party relationship with matters to be discussed at the general meeting, such shareholder shall abstain from voting and the number of voting shares held by such shareholder will be not included in the total number of voting shares held by shareholders present at the general meeting. The voting particulars of non-related party shareholders shall be fully disclosed in the minutes of resolutions of the general meeting.

The shares held by the Company have no voting rights or are not included in the total number of voting shares held by shareholders present at the general meeting.

The Board, independent non-executive directors, shareholders of domestic-listed domestic shares holding more than 1% of the voting shares, or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the securities regulatory body under the State Council may, acting by itself or entrusting a securities company or a securities service institution in the capacity of solicitor, publicly request the shareholders of the Company to entrust it to attend the general meeting and exercise the rights of shareholders such as the right to make proposals and the right to vote on their behalf. If there are special provisions in the listing rules of the stock exchange(s) where the Company’s shares are listed, such provisions shall prevail.

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APPENDIX I RULES OF PROCEDURE FOR THE GENERAL MEETINGS

Where the rights of shareholders are solicited in accordance with the provisions of the preceding paragraph, the solicitor shall disclose the solicitation documents and the Company shall cooperate.

Solicitation of shareholder voting rights in a paid or disguised paid way shall be prohibited. The Company shall not impose restrictions on the minimum shareholding proportion against the solicitation of shareholder voting rights.

When material issues affecting the interests of minority shareholders are considered at the general meeting, the votes of the minority shareholders shall be counted separately. The results of separate vote counting shall be disclosed publicly in a timely manner according to relevant laws, regulations, and listing rules of the stock exchange(s) where the Company’s Shares are listed.

Article 50 The name list of candidates for directors and supervisors shall be included in a proposal to be submitted to the general meeting for voting.

Candidates for directors of the first session of the Board and those for the non-employee representative supervisors of the first session of the supervisory committee of the Company are nominated by promoters. The nomination methods and procedures for the election of directors and supervisors for other sessions are as follows:

(I) When a re-election of the Board or an additional or replacement of directors takes place, the incumbent Board and the shareholders individually or collectively holding 3% or more of the Company’s shares may nominate candidates, without exceeding the number of persons to be elected, for directors for the next session of the Board or additional candidates who are non-employee representatives;
(II) When a re-election of the supervisory committee or an additional or replacement of supervisors takes place, the incumbent supervisory committee and the shareholders individually or collectively holding 3% or more of the Company’s shares may nominate candidates, without exceeding the number of persons to be elected, for supervisors for the next session of the supervisory committee or additional candidates who are non-employee representatives;
(III) The shareholders shall provide the Board and the supervisory committee with the resumes and basic particulars of the nominated candidates for the directors or supervisors. The incumbent Board and the supervisory committee shall conduct a review on the qualifications. Upon review, the qualifications of those who are eligible for the candidates shall be submitted to the general meeting for election;
(IV) At request of the Company, the candidates shall give a written undertaking to do the following things, including but not limited to agreeing to accept the nomination, undertaking that the information submitted about themselves are true and complete, and undertaking that they will duly perform the duties upon election.

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APPENDIX I RULES OF PROCEDURE FOR THE GENERAL MEETINGS

Article 51 During voting at the general meeting on the election of directors and supervisors, a cumulative voting system may be implemented in accordance with the provisions of the Articles of Association or the resolutions of the general meeting.

The aforesaid cumulative voting system indicates that each share has the number of voting rights identical to the number of directors or supervisors to be elected, and the voting rights owned by the shareholders may be cumulatively used when the general meeting elects the directors or supervisors.

Article 52 In addition to the cumulative voting system, the general meeting shall resolve on all the proposals separately. In the event of several proposals for the same issue, such proposals shall be voted on and resolved in the order of time at which they are submitted. Unless the general meeting is adjourned or no resolutions can be made for special reasons such as force majeure, voting of such proposals shall be neither shelved nor refused at the general meeting.

Article 53 When considering a proposal, the general meeting shall not revise it; otherwise, such revision shall be deemed a new proposal and may not be voted at the current meeting.

Article 54 The same voting right shall only be exercised on site, via the Internet or by other means. Where the same vote is cast for two or more times, the first cast shall hold.

Article 55 The general meeting shall vote by a show of hands unless a poll is required by the relevant provisions of the securities regulatory authorities where the Company’s Shares are listed, unless otherwise specified by other laws and regulations, or unless the following persons require a vote before or after a show of hands:

(I) Chairman of the meeting;
(II) At least two voting shareholders or proxies of voting shareholders;
(III) One or several shareholders (including their proxies) holding not less than 10% of the voting shares individually or in aggregate at such a meeting. Unless a poll is required by the relevant provisions of the securities regulatory authorities where the Company’s shares are listed, unless otherwise specified by other laws and regulations, or unless a vote is proposed, the chairman of the meeting shall, by a show of hands, declare the adoption of the proposal and record it in the minutes of the meeting as final and without the need to prove the number of votes for or against the resolution adopted at that meeting, or the proportion thereof. The request for voting by ballot may be withdrawn by the proposer.

Article 56 If the matter requiring a poll is the election of the chairman or the suspension of the meeting, a voting shall be taken immediately. In respect of other matters requiring a poll, the chairman shall decide when to hold a voting, and the meeting may proceed to discuss other matters, provided that the result of the voting shall be deemed to be a resolution adopted at that meeting.

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APPENDIX I RULES OF PROCEDURE FOR THE GENERAL MEETINGS

Article 57 On a poll taken at a meeting, a shareholder (including his/her proxy) entitled to two or more votes does not need to cast all his/her votes in the same way.

Article 58 The chairman of the general meeting may decide to allow a resolution which relates to a procedural or administrative matter of the general meeting to be voted by a show of hands. Procedural and administrative matters involve the duty of the chairman of the general meeting to maintain the orderly course of the meeting and/or to allow the matters of the meeting to be handled more efficiently and effectively, while giving all shareholders a reasonable opportunity to express their views. In the event of a tie between for and against, either by a show of hands or by poll, the chairman of the meeting is entitled to one additional vote.

Article 59 The general meeting shall vote by open ballot.

The shareholders attending the general meeting shall express one of the following opinions on the proposal to be voted on: for, against, or abstain. Save for the circumstance under which the securities registration and settlement institution, acting as the nominal holder of shares under the mutual stock market access between the Mainland and Hong Kong, makes reporting in accordance with the instruction of the de facto holder of relevant shares. An unfilled, wrongly filled, or illegible vote, or an uncast vote shall be deemed to be a waiver of the voting right of the voter, and the voting result of the number of shares he/she holds shall be accounted as abstain.

If in accordance with the Listing Rules, any shareholder is required to abstain from voting or is restricted to voting for or against any individual resolution, any vote by the shareholder (or his/her proxy) in contravention thereof shall be not counted into the voting result.

Article 60 Before the relevant proposed resolution is voted on at the general meeting, two representatives of the shareholders shall be elected to take part in counting the votes and scrutinizing the conduct of the poll. Any shareholder who is interested in the matter under consideration and his/her proxy shall not take part in counting the votes or scrutinizing the conduct of the poll.

At the time of deciding on a proposal by voting at a general meeting, the shareholder representatives and supervisor representatives shall count and scrutinize the votes jointly, and announce the voting result forthwith. The voting result in connection with the resolution shall be recorded in the minutes of meeting.

The presider shall announce the voting status and results of each proposal and announce whether the proposal is adopted or not based on the voting results.

Shareholders or their proxies shall have right to check the results of their votes through the voting system if they vote via the Internet or other means.

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APPENDIX I RULES OF PROCEDURE FOR THE GENERAL MEETINGS

Article 61 A on-site general meeting shall not end before that held online or otherwise, and the presider shall announce the voting status and results of each proposal on the site and announce whether the proposal is adopted or not based on the voting results. The results shall be declared at the meeting and recorded into the meeting minutes. The minutes together with the attendance record of shareholders and the powers of attorney of proxies shall be maintained at the Company’s domicile.

Prior to the formal announcement of the voting results, the relevant parties involved in relation to voting on the site of the general meeting, via the Internet or by other means, including the persons responsible for counting votes and scrutinizing the voting, substantial shareholders, and Internet service providers, shall be obliged to keep the voting status confidential.

Article 62 Resolutions of the general meeting shall be announced in time, which shall set out the number of shareholders and proxies present at the meeting, the total number of voting shares held by them and their proportion in the total number of voting shares of the Company, voting methods, voting results of each proposal, and details of resolutions adopted.

Article 63 Where the proposals of the general meeting fail to be adopted or if the general meeting changes the resolutions of the previous one, a special notice shall be included in the announcement of the resolutions of the general meeting.

Article 64 If the meeting presider has any doubts as to the result of a resolution which has been put to vote at the general meeting, he/she may have the votes counted. If the meeting presider has not counted the votes, any shareholder present in person or by proxy who objects to the result announced by the meeting presider may, immediately after the declaration, demand that the votes be counted, and the meeting presider shall have the votes counted immediately.

Article 65 The Board secretary shall be responsible for keeping the minutes of the general meeting, which shall contain the following particulars:

(I) Time, venue of, and the agenda for the meeting, and the name or title of the convener;
(II) Names of the meeting presider and the directors, supervisors, the Board secretary, the general manager and other senior management in attendance or present in a non-voting capacity;
(III) Number of shareholders and proxies present at the meeting, total number of voting shares held and their respective proportions in the total number of shares of the Company;
(IV) Deliberations on each proposal, key points and the voting results;

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APPENDIX I RULES OF PROCEDURE FOR THE GENERAL MEETINGS

(V) Queries and suggestions of the shareholders and the corresponding answers or explanations;
(VI) Names of the vote counter and the scrutineer;
(VII) Other particulars that the Articles of Association require to be recorded in the meeting minutes.

The directors, supervisors, the Board secretary, the convener or his/her representative, and the meeting presider who attend the meeting shall sign the meeting minutes and guarantee the authenticity, accuracy and integrity of the content thereof. The meeting minutes shall be maintained together with the register of names of the shareholders present, the power of attorney for attendance, and the valid documents for other forms of voting for not less than ten years. Shareholders may have access to copies of the minutes free of charge during the office hours of the Company. If any shareholder requests a copy of the relevant meeting minutes from the Company, the Company shall send the copy within seven days after receiving a reasonable fee.

Article 66 The convener shall warrant that the general meeting will proceed continuously until the final resolution is made. If a general meeting is suspended or if it is unable to reach a resolution due to force majeure and other special causes, necessary measures shall be taken to resume the general meeting as soon as possible or the general meeting shall be directly adjourned. Meanwhile, the convener shall report to the CSRC agency where the Company is domiciled and the stock exchange(s).

Chapter VI Special Voting Procedures for Shareholders of Different Classes

Article 67 Shareholders who hold different classes of shares shall be class shareholders. Class shareholders shall enjoy rights and assume obligations in accordance with laws, administrative regulations, listing rules of the stock exchange(s) where the Company’s shares are listed, and the Articles of Association.

Article 68 If the Company intends to change or abrogate the rights of class shareholders, it may do so only after such change or abrogation has been approved by way of special resolution at the general meeting and by a separate class meeting convened by the affected shareholders of that class in accordance with Articles 70 to 74 of the Rules.

Article 69 The rights of shareholders of a certain class shall be deemed to have been changed or abrogated under the following circumstances:

(I) To increase or decrease the number of shares of such class, or to increase or decrease the number of shares of a class having voting rights, distribution rights or other privileges equal or superior to those of the shares of such class;

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APPENDIX I RULES OF PROCEDURE FOR THE GENERAL MEETINGS

(II) To effect an exchange of all or part of the shares of such class into shares of another class, or to effect an exchange or create a right of exchange of all or part of the shares of another class into the shares of such class;
(III) To remove or reduce rights to accrued dividends or cumulative dividends attached to shares of such class;
(IV) To reduce or remove a dividend preference or property distribution preference during the liquidation of the Company attached to shares of such class;
(V) To add, remove or reduce share conversion rights, options, voting rights, transfer rights, preemptive rights or rights to acquire securities of the Company attached to shares of such class;
(VI) To remove or reduce rights to receive amounts payable by the Company in a particular currency attached to shares of such class;
(VII) To create a new class of shares with voting rights, distribution rights or other privileges equal or superior to those of the shares of such class;
(VIII) To restrict or impose additional restrictions on the transfer of ownership of shares of such class;
(IX) To issue rights to subscribe for, or convert into, shares of such class or another class;
(X) To increase the rights and privileges of shares of another class;
(XI) To restructure the Company where the proposed restructuring will result in different classes of shareholders having to bear liability to different extents;
(XII) To amend or cancel the articles of this section.

Article 70 Shareholders of the affected class, whether or not originally having the right to vote at general meetings, shall have the right to vote at class meetings in respect of matters referred to in paragraphs (II) to (VIII) or (XI) to (XII) of Article 69, except that the interested shareholders shall not have the right to vote at the class meetings. For the purposes of the preceding paragraph, the term “interested shareholders” shall have the following meanings:

(I) If the Company has made a repurchase offer to all shareholders in the same proportion or has repurchased its own shares through public trading on a stock exchange in accordance with Article 28 of the Articles of Association, the controlling shareholders as defined therein shall be the “interested shareholders”;

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APPENDIX I RULES OF PROCEDURE FOR THE GENERAL MEETINGS

(II) If the Company has repurchased its own shares by agreement outside a stock exchange in accordance with Article 28 of the Articles of Association, shareholders of shares in relation to such agreement shall be the “interested shareholders”;
(III) Under a restructuring proposal of the Company, shareholders who will bear liability in a proportion smaller than that of the liability borne by other shareholders of the same class, or shareholders who have an interest in a restructuring proposal of the Company that is different from the interest in such restructuring proposal of other shareholders of the same class shall be the “interested shareholders”.

Article 71 Resolutions of a class meeting may be adopted only by more than two-thirds of the voting rights of that class represented at the meeting in accordance with Article 70 hereof.

Article 72 To hold a class meeting, the requirements for the notice period of the meeting shall be subject to the relevant provisions of the Articles of Association on the notice period of the general meeting. If there are special provisions in the listing rules of the stock exchange(s) where the Company’s shares are listed, such provisions shall prevail.

Article 73 The notice of a class meeting shall be served only to the shareholders entitled to vote at the meeting. The procedures according to which a class meeting is held shall, to the extent possible, be identical to the procedures according to which a general meeting is held. Provisions of the Articles of Association relevant to procedures for holding a general meeting shall be applicable to class meetings.

Article 74 In addition to shareholders of other classes of shares, shareholders of domestic listed domestic shares and overseas listed foreign shares shall be deemed to be shareholders of different classes.

The special voting procedures for approval by a class of shareholders shall not apply:

(I) Where, as approved by way of special resolution of the general meeting, the Company issues, either separately or concurrently, domestic listed domestic shares and overseas listed foreign shares every 12 months, and the number of the domestic listed domestic shares and overseas listed foreign shares intended to be issued does not exceed 20% of the issued and outstanding shares of the respective class; or
(II) Where the plan for issuance of domestic listed domestic shares and overseas listed foreign shares upon the establishment of the Company is completed within 15 months after being approved by the securities regulatory body under the State Council;
(III) Where, with the approval of the securities regulatory agency under the State Council, the shareholders of domestic shares of the Company transfer the shares held by them to foreign investors and list them on overseas stock exchanges.

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RULES OF PROCEDURE FOR THE GENERAL MEETINGS

APPENDIX I

Chapter VII Implementation of Resolutions

Article 75 The Board shall be responsible for organizing the implementation of the resolutions made at the general meeting, and shall instruct the senior management of the Company to implement the resolutions in accordance with the content of the resolutions and the division of responsibilities. Matters required by the general meeting to be implemented by the supervisory committee shall be directly organized and implemented by the chairman of the supervisory committee.

Article 76 The Board shall report the results of the implementation of resolutions to the general meeting. The supervisory committee shall report the matters implemented by itself to the general meeting.

Chapter VIII Supplementary Provisions

Article 77 The Rules shall be implemented as of the date of approval by the general meeting. For the Rules to be amended, the Board shall propose an amendment plan for the consideration and approval by the general meeting, which shall not take effect until it is approved by the general meeting.

Article 78 The Rules shall be consistent with and implemented in accordance with relevant provisions of such laws as the Company Law, the Securities Law and the Special Provisions, regulations, normative documents, the listing rules of the stock exchange(s) where the Company’s shares are listed and the relevant provisions of the Articles of Association of the Company. In case of any conflict or any matters not covered herein, the relevant provisions of laws, regulations, normative documents, listing rules of the stock exchange(s) where the Company’s shares are listed, and the Articles of Association shall apply.

Article 79 The Rules shall be amended and improved by the general meeting in time in accordance with national laws, regulations and normative documents promulgated by the securities regulatory authorities from time to time, to satisfy the needs of the Company’s development, operation and management.

Article 80 The “above” or “within” as mentioned in the Rules shall be inclusive of the relevant figure; while “over”, “less than”, and “more than” shall be exclusive of the relevant figure.

Article 81 The Rules shall be interpreted by the Board of the Company.

(No text below)

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APPENDIX II RULES OF PROCEDURE FOR THE BOARD MEETINGS

PHARMARON BEIJING CO., LTD.

Rules of Procedure for the Board Meetings

Chapter I General Provisions

Article 1 The rules is hereby formulated and enacted in accordance with the provisions of the Company Law of the People’s Republic of China (the “ Company Law ”), the Mandatory Provisions for Articles of Association of Companies Listed Overseas (the “ Mandatory Provisions ”), the Letter Concerning Opinions on Supplementary Amendments to the Articles of Association of Companies Listed in Hong Kong (the “ Letter Concerning Opinions on Supplementary Amendments ”), the listing rules of the stock exchange(s) where the Company’s shares are listed (including but not limited to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “ Listing Rules ”)) and the provisions of the Articles of Association of Pharmaron Beijing Co., Ltd. (the “ Articles of Association ”) in order to regulate the action of the Company and ensure that the general meeting exercises its power.

Article 2 The Company establishes a board of directors (the “Board”), which is elected and entrusted by the general meeting to operate and manage the Company’s legal property. It is the Company’s business decision-making body and accountable to the general meeting.

Article 3 The Board shall, when exercising its power, abide by the relevant laws and regulations issued by the State, the listing rules of the stock exchange(s) where the Company’s shares are listed, the Articles of Association and the resolutions of the general meeting, and consciously accept the supervision of the supervisory committee of the Company. Matters subject to the approval of relevant authorities of the State shall be reported for approval before implementation.

Article 4 The Board shall establish strict inspection and decision-making procedures in accordance with the scope of authorization of outbound investment, acquisition and sale of assets, borrowings, external guarantee, related transactions and connected transactions; it shall organize for specialists or professionals to assess and examine material investment projects, and submit such investment projects to the general meeting for approval.

Chapter II Proposals, Convening and Notification Procedures for Board Meetings

Article 5 Boarding meetings come in the regular and the extraordinary.

Shareholders representing more than one-tenth of the voting rights, directors or supervisory committee more than one-third, and independent non-executive directors more than half, may propose an extraordinary board meeting. The chairman of the Board shall convene and preside over an extraordinary board meeting within ten days after receiving the proposal. The chairman of the Board may decide to convene and preside over an extraordinary board meeting when he/she deems it necessary. Where the securities regulatory authorities require the Company to convene an extraordinary board meeting, the chairman shall convene and preside over the Board meeting within ten days upon the receipt of such proposal.

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APPENDIX II RULES OF PROCEDURE FOR THE BOARD MEETINGS

Article 6 Board meetings shall be convened by the chairman of the Board. Where the chairman fails to or is unable to exercise his/her power, a director shall be jointly nominated by more than half of the directors to convene a board meeting.

Article 7 The Board shall notify the directors, supervisors and general managers by means of a person-sent, fax, telephone, mail or network (including e-mail and the Company’s information-based office system) and, if necessary, other senior management of the Company fourteen days before it convenes a regular meeting.

In case of an extraordinary board meeting, a notice of the meeting shall be delivered to all directors by means of a person-sent, fax, mail or network (including e-mail and the Company’s information-based office system) five days before the meeting is held.

In the event of exceptional circumstances requiring an immediate resolution by the Board, the convening of an extraordinary board meeting for the purposes of the interests of the Company may not be subject to the notification method and the time limit of the notice mentioned above, provided that a reasonable notice shall be provided to the directors.

Article 8 Matters subject to the consideration and resolution of the Board shall be made by means of a proposal. The Board’s proposals shall be collected, collated and submitted by the Secretary to the Board for consideration and resolution.

Article 9 The following entities shall have the right to submit proposals to the Board:

(I) Any director;
(II) Special Committees under the Board;
(III) The supervisory committee;
(IV) Shareholders holding more than 3% of the Company’s shares individually or in combination;
(V) The General Manager, the chief financial officer and the Secretary to the Board.

Article 10 Where an extraordinary board meeting is proposed in accordance with the provisions of the preceding article, a written proposal signed (sealed) by the proposer shall be submitted through the securities division or directly to the chairman. A written proposal shall contain, but not limited to, the following items:

(I) The name of the proposer;
(II) The reason for the proposal or the objective reason on which the proposal is based;

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APPENDIX II RULES OF PROCEDURE FOR THE BOARD MEETINGS

(III) A clear-cut and specific proposal;
(IV) The proposer’s contact details, the date of the proposal, etc.

The content of the proposal shall fall within the competence of the Board stipulated in the Articles of Association, and the materials relating to the proposal shall be submitted together.

Upon the receipt of the above-mentioned written proposal and related materials, the securities division shall submit it to the chairman of the Board on the same day. Where the chairman deems that the content of the proposal is unclear, unspecified or the relevant materials are not sufficient, he/she may request the proposer to modify or supplement the proposal. Where the proposal meets the requirements, the chairman shall determine the arrangements for the meeting and the securities division shall issue a notice of board meeting.

Article 11 The notice of a board meeting shall contain the following contents:

(I) The date and venue of the meeting;
(II) The way in which the meeting is held;
(III) The duration of the meeting;
(IV) The reason for convening the meeting and agenda thereof;
(V) Materials necessary for directors’ voting at the meeting;
(VI) The requirement that directors shall attend the meeting in person or entrust another director to attend the meeting on his/her behalf;
(VII) The convener and moderator of the meeting, the proposer of the extraordinary meeting and other written proposals;
(VIII) Contact and contact details;
(IX) The date of issue of notice.

Article 12 After the notice of a regular board meeting is issued, if it is necessary to change the time, venue or other matters of the meeting or to add, change or cancel any proposals of the meeting, a written notice of the change shall be issued three days before the date of the scheduled meeting, specifying the situation and the relevant contents of the new proposal and materials. Where the scheduled meeting is to be held in less than three days, it shall be postponed accordingly or held on schedule after obtaining the approval of all the participating directors.

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APPENDIX II RULES OF PROCEDURE FOR THE BOARD MEETINGS

After the notice of an extraordinary board meeting is issued, if it is necessary to change the time, venue or other matters of the meeting or to add, change or cancel any proposals of the meeting, the approval of all attending directors shall be obtained in advance and recorded accordingly.

Article 13 A board meeting shall not be held unless more than half of the directors are present. A board meeting shall be attended by the directors in person. If a director is unable to attend for any reason, he/she may entrust another director by a power of attorney to attend on his/her behalf. The power of attorney shall indicate the name of the agent, the agency matters, authorities and term of validity, and shall be signed or stamped by the appointer. Where voting matters are involved, the appointer shall expressly express his/her consent, objection or abstention on each matter in the power of attorney, and the directors shall not make or accept an entrustment of non-voting intention, full power or an entrustment with an unclear scope of authority. The director who attends the meeting on behalf of another director shall exercise the rights of the directors within the scope of authorization. Where a director fails to attend a board meeting or to appoint an agent, he/she shall be deemed to have waived his/her right to vote at that meeting.

Where a director entrusts another director to sign written confirmations on periodic reports on his/her behalf, he/she shall give special authorization in the power of attorney. The entrusted director shall submit the written power of attorney to the Secretary to the Board and the entrusted attendance shall be stated in the resolution of the Board and the meeting minutes.

Article 14 Directors entrust or entrusted by others to attend board meetings shall observe the following principles:

(I) The director shall not entrust any persons other than a director to attend the board meeting;
(II) When matters of related transactions are considered, a non-associated director may not entrust any associated directors to attend on his/her behalf; and associated directors may not accept the entrustment of non-related directors;
(III) An independent non-executive director may not entrust a non-independent nonexecutive director to attend on his/her behalf, nor may a non-independent nonexecutive director accept the entrustment of an independent non-executive director;
(IV) A director shall not entrust another director to attend on his/her behalf without stating his/her personal opinions and voting opinions on any proposal, nor shall the directors concerned accept the full power of attorney and an entrustment with an unclear scope of authority;
(V) A director shall not accept the entrustment of more than two directors, nor shall he/she entrust a director who has accepted the entrustment of two other directors to attend on their behalf.

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Article 15 The Secretary to the Board of the Company shall attend each and every board meeting, and the supervisors and general managers of the Company shall have the right to attend the board meetings.

Where matters considered at the meeting fall within their terms of reference, the vice general managers, financial controllers and other senior management of the Company may attend a board meeting at the invitation of the chairman of the meeting.

The Board may invite intermediaries or industry, business, law, finance and other experts to attend board meetings and provide professional advice.

The Board, in principle, shall not invite journalists or other unrelated persons to attend the meeting. Where such invitation is required exceptionally, the chairman of the meeting shall seek the opinions of other directors and may not invite the aforesaid persons until a majority of all the directors have agreed.

To speak at the meeting, the participants shall obtain the consent and submit to the arrangements of the chairman of the meeting.

If the chairman of the meeting considers that the matter considered at the meeting involves company secrets, he/she may request the participants to recuse themselves.

Article 16 The board meetings shall be held on the spot in principle. If necessary, with the consent of the convener (chairman of the meeting) and the proposer, the meeting may also be held by such forms of communication as video, telephone, fax or e-mail, on the premise of ensuring the full expression of the opinions of the directors. Board meetings may also be held on the spot in parallel with other methods.

For board meetings not held on the spot, the number of directors present shall be calculated based on the valid voting votes of directors with video presentation, directors who express their opinions in the conference call, and actual receipts of faxes or e-mails within the specified time limit, or the written confirmation letters submitted by the directors afterwards stating that they have attended the meeting.

Article 17 The chairman of the meeting shall request the directors present at the board meeting to express their clear-cut opinions on the various proposals.

For proposals requiring prior approval by independent non-executive directors, the chairman of the meeting shall, before discussing the proposal, appoint an independent non-executive director to read out the written endorsements reached by the independent non-executive directors.

If any directors obstruct the normal progress of the meeting or influence the speech of other directors, the chairman of the meeting shall stop that director in a timely manner.

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Article 18 Directors shall read relevant meeting materials carefully and express their opinions independently and prudently on the basis of a full understanding of the situation.

Directors can obtain relevant information required for decision-making from relevant persons and institutions such as the securities division, convener of the meeting and other senior management, special committees, accounting firms and law firms. Directors may also propose to the presider during the meeting to invite the above personnel and institutional representatives to attend the meeting and explain relevant situations.

Article 19 For each proposal, the presider shall request the attending directors for a vote in a timely manner after full discussion.

The voting at the meeting shall be conducted by means of one person one vote, registered or written. In the event of a tie between for and against, the chairman of the Board is entitled to one additional vote. For board meetings not held on the spot, attending directors may, submit their voting opinions by video presentation, personal service, fax, letter and other written means to the Secretary to the Board within the voting time limit.

The voting opinions of directors include For, Against and Abstain. The attending directors shall choose one of the above opinions. If no choice is made or two or more intentions are chosen at the same time, the chairman of the meeting shall request the director to make a new choice. Refusal to choose shall be deemed as an abstention. Those who leave the venue without returning and do not make a choice shall be regarded as an abstention.

Article 20 Upon the completion of the voting of attending directors, the Secretary to the Board shall collect the voting votes of the directors in a timely manner for statistics. For meetings held on the spot, the chairman of the meeting shall announce the voting result on the spot; in other cases, the chairman of the meeting shall request the Secretary to the Board to notify the directors of the results before the next working day after the end of the prescribed voting time limit. If any directors vote after the announcement of the voting result by the chairman of the meeting or after the end of the voting time, his/her vote shall not be counted.

Article 21 Unless otherwise specified in the Rules, for the Board to consider and approve any proposal of the meeting and conclude relevant resolution, more than half of the directors of the Company shall vote in favor of the proposal. Where laws, regulations, normative documents, the listing rules of the stock exchange(s) where the Company’s shares are listed and the Articles of Association stipulate that the Board shall obtain the consent of more directors to form a resolution, the provisions contained therein shall prevail.

For the Board to, within its competence, make a resolution on the matter of guarantee in accordance with the provisions of the Articles of Association, in addition to the consent of a majority of all directors of the Company, the consent of more than two-thirds of the attending directors shall be obtained.

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In case of any contradiction between the content or the meaning of different resolutions, the latest formed resolution shall prevail.

Article 22 If the associated directors (include the circumstances set out in Article 13.44 of the Listing Rules) avoid voting, a board meeting may be held in the presence of more than half of the unrelated directors, and any resolution formed therein shall be adopted by more than half of the unrelated directors, and the matters of the external guarantee are subject to the approval of more than two-thirds of the unrelated directors. If the number of attending unrelated directors is less than three, the relevant proposal shall not be voted on, but shall be submitted to the general meeting for consideration.

Article 23 The Board shall act in strict accordance with the authorization of the general meeting and the Articles of Association of the Company, and shall not overstep its authority to form a resolution.

Article 24 Where a resolution on the distribution of profits of the Company is to be made at the board meeting, the certified public accountant may be first notified of the proposed distribution plan to be submitted to the Board for consideration and required to produce a draft audit report accordingly (all financial data other than those related to distribution determined). After the Board has made a resolution on distribution, it shall require the certified public accountant to issue a formal audit report, based on which the Board shall then make a resolution on other relevant matters of the periodic report.

Article 25 In case that a proposal is not passed, it shall not be considered by the Board within one month in the absence of any significant change in the relevant conditions or factors.

Article 26 If more than one half of the attending directors or more than two independent non-executive directors deem any proposal unclear and unspecified, or unable to make a judgment on the matter due to other reasons such as insufficient meeting materials, the chairman of the meeting shall request the meeting to put the voting on the subject on hold.

The director proposing a stay of voting shall make requirements on the conditions to be met for the proposal to be submitted for reconsideration.

Article 27 Board meetings convened on the spot and by video, telephone, etc. may be recorded as necessary.

Article 28 The Secretary to the Board shall record board meetings in person or by designating any staff member, and shall be responsible for the truthfulness and accuracy of the meeting minutes. The meeting minutes shall contain the following items:

(I) The date and venue of the meeting and the name of the convener;
(II) The names of the directors present and of directors (agents) appointed by others to attend the board meeting;

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(III) The agenda of the meeting;
(IV) The main points made by the directors;
(V) The table method and results of each item (the results of the table shall indicate the number of votes approved, opposed or abstained);
(VI) Other matters that should be recorded in the opinion of attending directors.

Article 29 The directors shall be responsible for resolutions of the Board. Where the resolution of the Board violates laws, administrative regulations or the Articles of Association of the Company or the resolution of the general meeting, resulting in substantial losses to the Company, the directors involved in the resolution shall be liable to the Company. However, the director may be exempted from the liability if his/her objection has been expressed at voting time and recorded in the meeting minutes.

The attending directors shall sign and confirm the meeting minutes on behalf of themselves and the directors who entrust them to attend the meeting on their behalf. Where any directors have different opinions on the meeting minutes, he/she may make a written explanation when signing.

Where a board meeting isn’t convened on the spot, the Secretary to the Board shall, at the most recent on-the-spot board meeting or other convenient and appropriate time, request the directors attending the previous meeting to sign the resolutions and minutes of that meeting.

Where a director neither signs for confirmation as provided for in the preceding paragraph nor makes a written statement of his/her different opinions, he/she shall be deemed to have fully agreed with the contents of the meeting minutes.

Article 30 The announcement of the resolutions of the Board shall be handled by the Secretary to the Board in accordance with the relevant provisions of the listing rules of stock exchanges. Prior to the disclosure of the announcement of any resolution, the attending directors and other participants, recorders and service personnel shall have the obligation to keep the contents of the resolution confidential.

Article 31 The chairman of the Board shall urge the relevant personnel to implement and check the implementation of the resolutions of the Board, and inform the Board at future meetings of the implementation of the resolutions that have been formed.

The Secretary to the Board shall report to the chairman of the Board on the implementation of the resolutions of the Board in a timely manner, and convey the opinions of the chairman truthfully to the directors and the management of the Company.

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The Secretary to the Board may assist the Board to supervise and inspect the implementation of the resolutions made by the Board by collecting and consulting relevant documents and information and communicating with relevant personnel.

The Board may require members of the management to report orally or in writing to the Board on the implementation of the resolutions of the Board and the major production and operation of the Company.

Article 32 The records of board meetings, including meeting notices and materials, the check-in book, the power of attorney of directors who entrust others to attend on their behalf, the recording materials, the voting votes, the meeting minutes confirmed by attending directors with signature, etc., shall be kept by the Secretary to the Board.

The minutes of board meetings shall be kept for not less than ten years.

Chapter III Supplementary Provisions

Article 33 The “above” or “within” as mentioned in the Rules of Procedure shall be inclusive of the relevant figure; while “over”, “less than”, and “more than” shall be exclusive of the relevant figure.

Article 34 The Rules of Procedure shall be consistent and implemented in accordance with relevant provisions of such laws as the Company Law, the Securities Law and the Mandatory Provisions, regulations, normative documents, the listing rules of the stock exchange(s) where the Company’s shares are listed and the relevant provisions of the Articles of Association of the Company. In case of any inconsistency or any matters not covered herein, the relevant laws, regulations, normative documents, the listing rules of the stock exchange(s) where the Company’s shares are listed and the relevant provisions of the Articles of Association of the Company shall prevail.

Article 35 The Rules of Procedure shall be implemented as of the date of approval by the general meeting of the Company. For the Rules of Procedure to be amended, the Board shall propose an amendment plan for the consideration and approval by the general meeting, which shall not enter into force without the approval of the general meeting.

Article 36 The Rules of Procedure shall be interpreted by the Board of the Company.

(No text below)

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RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE

APPENDIX III

PHARMARON BEIJING CO., LTD.

Rules of Procedure for the Supervisory Committee

Chapter 1 General Provisions

Article 1 The Rules are hereby formulated and enacted in accordance with the provisions of the Company Law of the People’s Republic of China (the “ Company Law ”), the Mandatory Provisions for Articles of Association of Companies Listed Overseas (the “ Mandatory Provisions ”), the Letter Concerning Opinions on Supplementary Amendments to the Articles of Association of Companies Listed in Hong Kong (the “ Letter Concerning Opinions on Supplementary Amendments ”), the listing rules of the stock exchange(s) where the Company’s shares are listed and the provisions of the Articles of Association of Pharmaron Beijing Co., Ltd. (the “ Articles of Association ”), in order to improve the corporate governance structure of Pharmaron Beijing Co., Ltd. (the “Company” ), further stipulate the formats of discussion and the voting procedure of the supervisory committee of the Company, promote the supervisors and the supervisory committee to effectively perform their supervisory duties, and give full play to the supervisory functions of the supervisory committee.

Article 2 The Company establishes the supervisory committee pursuant to the laws, which consists of 3 supervisors, including 2 non employee representative supervisors and 1 employee representative supervisor. The supervisory committee is the supervisory organ of the Company, which shall be accountable to the general meeting and report its work, exercise the functions and powers conferred in laws, regulations, the Articles of Association and by general meeting, supervise the Company’s financial condition and the legality of the performance of duties by the directors and other senior management of the Company, and safeguard the legitimate rights and interests of the Company, shareholders and employees.

Article 3 The supervisory committee shall be accountable to the general meeting and exercise the following functions and powers:

(I) to review the periodic reports of the Company prepared by the board of directors and render written comments thereon;
(II) to review the Company’s financial condition;
(III) to examine the financial information such as the financial reports, business reports and plans for distribution of profits to be submitted by the board of directors to the general meeting, to engage certified public accountants or practicing auditors in the name of the Company to assist in the review whenever queries arise;

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(IV) to supervise the conducts of the directors and senior management in discharge of their duties and to advise on the dismissal of any director and senior management who are in breach of laws, administrative regulations, the Articles of Association or resolutions of the general meeting;
(V) to demand rectification from the directors and senior management where their conducts are detrimental to the interests of the Company, and if necessary, to report to the general meeting or the competent organ;
(VI) to propose to convene an extraordinary general meeting, and to convene and preside over the general meeting where the board of directors fails to perform its duties to convene or preside over a general meeting as required under the Company Law and the Articles of Association;
(VII) to make proposal at a general meeting;
(VIII) to propose to convene the provisional meeting of the board of directors, when considering it necessary;
(IX) to take legal actions against directors and senior management in accordance with the relevant provisions of the Company Law;
(X) to conduct investigations whenever unusual conditions in the operation of the Company arise, and, if necessary, to engage professional institutions such as accounting firms and law firms to assist in their work with expenses to be borne by the Company;
(XI) any other functions and powers as conferred by the Articles of Association or authorized by the general meeting.

Article 4 The activities of the supervisory committee are carried out in two forms, such as implementation of daily supervision and inspection and convening of meetings of the supervisory committee.

Article 5 The Company shall take measures to guarantee the supervisors’ right to know and responsively provide the supervisors with necessary information and data to enable the supervisory committee to effectively supervise, inspect and evaluate the financial position and operations management of the Company.

The general manager shall, as required by the supervisory committee, report to the supervisory committee on the conclusion and performance of important contracts, the use of funds, and losses and profits of the Company. The general manager shall undertake that such report is true to the fact.

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Article 6 During the course of exercising their functions and powers by the supervisory committee, any necessary expenses so incurred shall be borne by the Company.

The expenses of the supervisors for attending meetings of the supervisory committee shall be borne by the Company, which expenses cover traffic fees from the location of the supervisors to the venue of the meeting, and board and lodging of the supervisors during the meeting.

The expenses required for the activities of the supervisory committee are included in the Company’s annual budget, which shall be approved by the chairman of the supervisory committee and implemented in accordance with the Company’s financial system.

The reasonable expenses incurred by the supervisory committee in hiring lawyers, certified public accountants, practicing auditors and other professionals when exercising their functions and powers shall be borne by the Company.

Chapter 2 Supervisors

Article 7 If there are any circumstances stipulated in the Company Law and the Articles of Association that the person may not serve as a supervisor, the person shall not serve as a supervisor; otherwise, his/her appointment shall be invalid.

If there are any circumstances stipulated in the Company Law and the Articles of Association that the person may not serve as a supervisor during his tenure of the supervisor, the supervisor shall be removed by the Company.

Article 8 Directors, general managers and other senior management during their tenure may not act concurrently as supervisors; the number of supervisors who held directorships or senior management positions of the Company during the last two years, shall not exceed one half of the total number of supervisors.

Article 9 Non employee representative supervisors shall be elected and replaced by a general meeting. For non employee representative supervisors, a list of candidates shall be proposed by shareholders individually or jointly holding more than 3% of the Company’s shares or the supervisory committee, which shall be submitted to the general meeting by the supervisory committee of the Company for election or replacement.

The employee representative supervisor shall be democratically elected by the employee representatives’ meeting, employees’ meeting or in other forms before entering the supervisory committee.

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Article 10 The tenure of employee supervisors is the same as that of other directors and supervisors. Upon expiration of the tenure, they may be re-elected. During the tenure of employee supervisors, the term of the labor contract is automatically extended to the expiration of the tenure; during the tenure and after expiration of the tenure, the Company shall not terminate the labor contract with him/her or take other forms for retaliation due to the reasons for performance of their duties. If an employee supervisor resigns, his/her qualification shall be terminated automatically. An additional election shall be conducted timely if the employee supervisor is vacant, and the vacancy period shall generally not exceed 3 months. The employee representatives’ meeting shall have the right to remove employee supervisors.

The removal of employee supervisors shall be jointly proposed a removal proposal by more than one-third of the employee representatives.

Article 11 The nominator of a non employee representative supervisor shall explain his/her nomination intention to the supervisory committee and provide the detailed information for non employee representative supervisor candidates nominated by him/her, including but not limited to the following:

(I) working experience, particularly, their work in the Company, the shareholders, de factor controller, etc. of the Company;
(II) personal particulars including education background, professional background, working experience and any part-time job;
(III) shareholdings in the Company;
(IV) whether the candidate is related to the shareholder holding more than 5% of the Company’s shares, de facto controller, other directors, supervisors and senior management of the Company;
(V) whether any circumstances under which the candidate may not be appointed as supervisor exists in accordance with the laws, regulations, rules and normative documents.

The board of directors shall attach to the detailed information for non employee representative supervisor candidates in the notice for meeting prior to the general meeting to ensure the shareholders have informed knowledge of the candidate when voting.

Article 12 The supervisory committee shall review the qualifications of the non employee representative supervisor candidates proposed in the nomination proposal. Except for any circumstances stipulated in laws, administrative regulations or the Articles of Association of the Company that the person may not serve as a non employee representative supervisor, the supervisory committee shall submit the list of candidates nominated by it to the general meeting for election.

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Article 13 The non employee representative supervisor candidates shall undertake in writing to accept the nomination and guarantee that the information disclosed publicly about such candidates is true and complete and they shall faithfully perform duties as non employee representative supervisors before the general meeting is held. The non employee representative supervisor candidates shall ensure that they can devote sufficient time and effort to the affairs of the Company during their tenure after being elected, and faithfully perform various duties that non employee representative supervisors should perform.

Article 14 The non employee representative supervisors shall be elected through votes representing not less than one half (excluding base number) of the voting rights represented by the shareholders (including proxies) present at the general meeting. The new non employee representative supervisor will take office as soon as his/her nomination proposal is approved by the general meeting and the chairman of the meeting announces his/her election.

Article 15 The tenure of the supervisors shall be three years and may be re-elected at the end of the term.

A supervisor may resign before the expiry of his/her tenure. Where a supervisor resigns, he/she shall submit a written resignation report to the supervisory committee.

Any supervisor who fails to be promptly re-elected upon the expiration of his/her tenure, or the resignation of such supervisor within their tenure has resulted in the number of members of the supervisory committee being lower than a legally required quorum, then the former supervisors shall, before the newly elected supervisors take office, continue to perform their supervisory duties in accordance with the laws, administrative regulations and the Articles of Association.

Article 16 Where a supervisor has been unable to attend the meeting in person twice consecutively and did not assign other supervisors to attend the meeting of the supervisory committee, or where the frequency of attending the meeting of the supervisory committee in person is lesser than two thirds of the total number of meetings of the supervisory committee within a year, he or she is deemed to be unable to discharge his or her responsibilities. With respect to supervisors who are unable to discharge their responsibilities, the general meeting or employees (representatives)’ meeting shall dismiss them.

Article 17 The supervisors shall abide by laws, administrative rules and the Articles of Association, and shall perform the obligations faithfully and diligently. They shall not abuse their authority of office to obtain bribes or other illegal income and not misappropriate the property of the Company.

Article 18 A supervisor may not make use of his/her connected relationship to harm the Company’s interests. For any losses caused to the Company arising therefrom, he/she shall be liable to make indemnification.

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APPENDIX III

Article 19 Supervisors shall ensure the truthfulness, accuracy and completeness of the information disclosed by the Company.

Article 20 A supervisor may attend meetings of the board of directors, and make enquiry or suggestion regarding resolutions of meetings of the board of directors.

Article 21 During performance of their supervisory obligations, the supervisor shall advise on the dismissal of any director and senior management who are in breach of laws, administrative regulations, the Articles of Association or resolutions of the general meetings.

Article 22 In the event that the supervisors find any director, senior management and the Company to have committed an act against laws, administrative regulations, departmental rules, normative documents and the Articles of Association, which has or may have resulted in material losses to the Company, the supervisors shall report to the board of the directors and the supervisory committee, to propose the board of the directors to correct it.

Article 23 A supervisor shall be personally liable for any loss suffered by the Company as a result of a violation by him/her of any laws, administrative regulations, departmental rules or the Articles of Association in the course of performing his/her duties of the Company.

Chapter 3 Organization of the Supervisory Committee

Article 24 The supervisory committee shall have one chairman. The appointment and removal of the chairman of the supervisory committee shall be approved by more than two-thirds of the members of the supervisory committee.

Article 25 The chairman of the supervisory committee shall exercise the following functions and powers:

(I) to convene and preside over meetings of the supervisory committee;
(II) to consider and determine and sign the reports of the supervisory committee as well as other important documents;
(III) to deliver report of works to the general meeting on behalf of the supervisory committee;
(IV) to urge and examine the implementation of the resolutions of the supervisory committee and to report to the supervisory committee;
(V) any other functions and powers as conferred by the Articles of Association or authorized by the supervisory committee.

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APPENDIX III

Article 26 If the chairman of the supervisory committee is unable or fails to perform his/her duties, a supervisor selected by more than one half of all supervisors shall perform the duties on his/her behalf.

Article 27 The daily affairs of the supervisory committee of the Company shall be handled by the chairman of the supervisory committee. The chairman of the supervisory committee may request other staff of the Company to assist in handling the daily affairs of the supervisory committee.

Chapter 4 Supervision and Inspection

Article 28 The supervision and inspection matters of the supervisory committee shall include but are not limited to:

(I) the Company’s financial condition;
(II) implementation of resolutions approved in general meeting;
(III) the processes of making material decisions of the board of directors and the compliance of the Company’s operation and management;
(IV) other economic activities involved in large amounts of financing, investment, provision of guarantee, mortgage, transfer, acquisition and merger in the Company’s business operations;
(V) performance of the directors and senior management of the Company and whether the acts of the directors and senior management of the Company are breaching the laws, administrative regulations, departmental rules, normative documents and Articles of Association in discharging their duties;
(VI) any other supervisory functions and powers as conferred by the Articles of Association or authorized by the general meeting.

Article 29 The main forms of supervision and inspection include: the supervisory committee shall supervise and inspect the related matters in accordance with legal procedures, specifically, the methods that the members of the supervisory committee may attend the board, selectively attend the meetings of the general managers and the Company’s other relevant meetings, special inspections, special investigations, field visits, individual exchanges, check the Company’s financial condition and audit the periodic report data, and if necessary, the supervisory committee may require relevant departments of the Company to verify and explain, and entrust the qualified accounting firms, audit firms, law firms and other professional institutions to carry out work through various forms such as verification and evidence collection.

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Article 30 The supervisory committee in performing its supervisory duties should promptly stop any violation of laws and regulations by the Company on financial issues and any violation of laws, regulations or the Articles of Association by the Company’s senior management of the directors, managers, chief financial officer and secretary of the board of directors. If failed to stop them, the supervisory committee shall timely report to the board of directors and the general meeting.

During the performance of its supervisory duties, the supervisory committee may adopt the following measures against issues discovered therein:

(I) to issue an oral or written notice demanding correction;
(II) to inform the directors and senior management the inspection results, give recommendations for rectification, and if necessary, report to the general meeting;
(III) for material matters required to be considered by the general meeting, to propose to the board of directors to convene an extraordinary general meeting, to sign three or more written proposals with the same format content and clarify the resolutions of the meeting, and to submit them to the board for convening;
(IV) where the board of directors furnishes a written reply stating its disagreement to the convening of the extraordinary general meeting within ten days upon receipt of such the aforesaid written proposal, or fails to furnish a written reply within ten days upon receipt of such proposal, the supervisory committee may convene and preside over the extraordinary general meeting on its own. The procedure for the supervisory committee to convene a general meeting shall be the same as that for the board of directors to convene a general meeting. If the supervisory committee or shareholders decide(s) to convene the general meeting by itself/themselves, it/they shall issue a written notice to the board of directors, and the board of directors and the secretary of the board of directors shall cooperate and provide the shareholders’ register of the Company. The expenses necessary for the meeting shall be borne by the Company;
(V) to report or lodge complaint(s) to the relevant state supervisory authorities and judicial organs.

Article 31 The supervisory committee of the Company shall implement supervision and inspection of the Company’s subsidiaries and holding companies in accordance with the law, and shall make implementation by reference with the above procedures.

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APPENDIX III

Chapter 5 System of the Meetings of the Supervisory Committee

Section 1 Proposal and Convening of the Meetings of the Supervisory Committee

Article 32 The chairman of the supervisory committee shall convene and preside over a meeting of the supervisory committee. If the chairman of the supervisory committee is unable or fails to perform his/her duties, a supervisor selected by more than one half of all supervisors shall convene and preside over the meeting of the supervisory committee.

After a general election of the supervisory committee at a general meeting, the supervisor (or one of several) getting the most votes at the general meeting shall preside over the meeting for electing the chairman of the new supervisory committee.

Article 33 At least one regular meeting of the supervisory committee shall be convened every six months. The chairman of the supervisory committee shall be responsible for convening meetings of the supervisory committee. Supervisors may propose to convene an extraordinary supervisory committee meeting.

Article 34 The chairman of the supervisory committee shall convene an provisional meeting of the supervisory committee within ten days in one of the following circumstances:

(I) if it is proposed by any supervisor;
(II) if a resolution in violation of laws, regulations, rules, the provisions and requirements of the regulatory departments, the Articles of Association, resolutions of the general meeting and other relevant provisions are passed at the general meeting or at a meeting of the board of directors;
(III) if the misconduct of a director and senior management may cause material damage to the Company or may have adverse impact on the market;
(IV) if a shareholder files a legal action against the Company, a director, a supervisor or a senior management;
(V) other circumstances as specified in the Articles of Association.

Article 35 Before sending the notice of regular meeting of the supervisory committee, the chairman of the supervisory committee shall collect proposals from all the supervisors.

Article 36 Any proposal of any supervisor for convening a provisional meeting of the supervisory committee shall be made in written form, affixed with the signature of the said supervisor and submitted to the chairman of the supervisory committee directly. A written proposal shall specify:

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APPENDIX III

(I) the name of the proposing supervisor;
(II) the reason or objective circumstance for the proposal;
(III) the time or time limit, venue or form of the meeting proposed;
(IV) the well-defined and specific proposals;
(V) the means to contact the proposing supervisor, date of proposal, etc.

Within 3 days after the chairman of the supervisory committee receives a written proposal from the supervisor(s), the chairman of the supervisory committee shall send a notice of holding a provisional meeting of the supervisory committee.

If the chairman of the supervisory committee fails to send the notice of the meeting, the proposing supervisors shall be entitled to report to the relevant shareholders and supervisory authorities in a timely manner.

Section 2 Notice for the Meeting of the Supervisory Committee

Article 37 The notice for convening a meeting or an extraordinary meeting of the supervisory committee shall be served by: hand, mail, fax, e-mail, text message, electronic data exchange, etc., which can tangibly present the contents of the message; the time limit for notice shall be: notify or serve no later than 1 day prior to the convening of the meeting or extraordinary meeting of the supervisory committee.

Where a provisional meeting of the supervisory committee needs to be convened in emergency, the convening of meeting shall not be subject to the requirements for the form of notice and notification period set out in the preceding paragraph, but the convener shall make explanations at the meeting.

Article 38 The written notice of the meeting shall include the following contents at least:

(I) the date, venue and duration of the meeting;
(II) the reasons and issues of discussion;
(III) the date on which the notice is given.

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Section 3 Convening of the Meetings of the Supervisory Committee

Article 39 Meetings of the supervisory committee shall follow the principle of on-site convening. On the premise of ensuring the attending supervisors to fully express their opinions and make communication, the meetings may, if necessary, be convened by voting via video, telephone, fax or e-mail and other communication methods with the consent of the convener (chairman of the meeting) or the proposer. The written resolution must be signed and confirmed by the attending supervisors. The meetings of the supervisory committee may also be held by the on-site method and by other means at the same time.

For meeting of the supervisory committee not convened on site, the number of supervisors present shall be calculated based on the supervisors on site as shown in the video, the supervisors expressing opinions at the teleconference, the supervisors actually receiving the valid votes by fax or e-mail within the prescribed time limit, and the supervisors submitting a written confirmation letter for which they have participated in the meeting afterwards. Where the supervisors are not able to sign the resolutions of the meeting immediately at the meeting, they shall cast their votes orally and complete the signing on written resolutions as soon as possible. Oral voting by the supervisors shall have the same effect as signature in writing, but the signature in writing after the event shall be consistent with the oral voting at the meeting. If there is any discrepancy between the written signature of a deliberation matter after the event and the oral voting at the meeting, the supervisory committee shall re-conduct a written voting on such matter.

Where the matters to be considered are relatively more procedural and more of a case-by-case basis and does not need to discuss the proposal, the supervisory committee may hold a meeting by way of written resolutions, i.e., proposals shall be considered and resolved through circulation. Unless otherwise recorded on the written resolutions by the supervisor, the signature of such supervisor on the resolutions shall be deemed as the voting for the resolutions. Such resolutions shall be passed only after circulated by all supervisors and signed by more than two thirds of supervisors. The written resolution will take effect on the day when signing of the last supervisor. Written resolutions shall have the same legal effect as resolutions passed by the supervisory committee in other ways.

Article 40 Meetings of supervisory committee shall not be held unless over half of supervisors are present. The secretary of the board of directors may attend the meeting of the supervisory committee.

Supervisors shall attend the meetings of the supervisory committee in person. If for some reason a supervisor is unable to attend a meeting, he/she shall authorize in writing another supervisor to act as a proxy on his/her behalf. Such authorization shall state the name of the proxy, the issues in respect of which he/she is authorized, the authority of the proxy and the period of validity, and shall be signed or bear the seal of the person appointing the proxy. The supervisor who attends the meeting on behalf of another supervisor shall exercise the rights of supervisors within the authority. If a supervisor fails to neither attend a meeting of the supervisory committee nor authorize the proxy to attend, it shall be deemed to have waived his/her voting right at that meeting.

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Article 41 The chairman of the meeting shall announce the meeting open at the prescribed time. After the meeting formally commences, the attending supervisors shall first reach a consensus on the agenda. Where more than one third of the supervisors deem the documents relating to a certain proposal as inadequate or the justification as unclear, the said supervisors may jointly propose to suspend the meeting, and the chairman of the meeting shall adopt such a proposal. After the attending supervisors have reached a consensus on the agenda, the meeting shall deliberate the proposals one by one as directed by the chairman of the meeting.

Section 4 Consideration and Voting at the Meeting of the Supervisory Committee

Article 42 The chairman of the meeting shall ask the attending supervisors to provide definite opinions on respective proposals, and shall require directors, senior management, other employees of the Company or business personnel of relevant intermediary institutions to attend the meeting for questioning according to the proposals of the supervisors and answering the concerned questions. The aforesaid personnel shall not be absent from the meeting invited by the supervisory committee without reason.

Article 43 The “one person, one vote” principle shall be adopted for voting on the meeting of the supervisory committee. Voting shall be conducted by signed ballot and other reasonable ways to fully express the opinions of supervisors. Resolutions of the supervisory committee shall be passed by two thirds or more of the members of the supervisory committee.

Supervisors may cast affirmative votes or dissenting votes or abstain from voting. All supervisors present at the meeting shall cast either an affirmative or dissenting vote, or abstain from voting. Where a supervisor does not choose any form of vote above or chooses two forms of vote, the chairman of the meeting shall require such supervisor to make his/her choice again, otherwise such supervisor shall be deemed to have abstained from voting; any supervisor who leaves the meeting midway without returning to the meeting and has not made a decision on the vote shall be deemed to have abstained from voting.

Article 44 Under urgent circumstances, voting at a meeting of the supervisory committee may be conducted by way of communication tools, provided that the convener of the supervisory committee (chairman of the meeting) shall explain to the attending supervisors the urgency in details. When voting by way of telecommunications, supervisors shall, after confirming their votes by signing a written opinion on the matter considered and his/her voting intention, fax the same to the chairman of the supervisory committee. Supervisors shall not only indicate the voting intention without stating the written opinion or reason for such voting intention.

Article 45 In respect of a meeting of the supervisory committee, audio recording may be made, if necessary, for the whole meeting.

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Section 5 Minutes and Resolutions of the Meetings of the Supervisory Committee

Article 46 The supervisory committee shall prepare detailed minutes serving as formal evidence for the resolutions approved at the meetings. The minutes of the meeting of the supervisory committee shall include:

(I) the date and venue of the meeting and the name of the convener;
(II) the names of the supervisors attending the meeting in person and on behalf of other supervisors (proxies);
(III) the agenda of the meeting;
(IV) the main points of the speech made by each supervisor;
(V) the voting methods and outcome for each proposal (the outcome of the voting shall set out the respective number of assenting or dissenting or abstaining votes).

For a meeting of the supervisory committee held by correspondence, the supervisory committee shall sort out the meeting minutes with reference to the aforesaid requirements.

The supervisors attending the meeting should sign the minutes of the meeting. Supervisors shall be entitled to request to make some descriptive record for their speeches or different opinions in the meeting. Where a supervisor neither signs as per the preceding paragraph nor provides his/her different opinions in writing, the said supervisor shall be deemed as agreeing with the minutes of the meeting.

Article 47 The resolutions on the matters discussed shall be made at the meeting of the supervisory committee. The resolutions of the supervisory committee shall include the following:

(I) the number of session, time, venue and form of the meeting, and a statement as to whether the relevant laws, administrative regulations, department rules and the Articles of Association have been complied with;
(II) the attendance of supervisors, and the number of supervisors who assign others to attend the meeting on their behalf and the number of supervisors who were absent from the meeting, their names, their reasons for being absent, and the names of the supervisors appointed to attend the meeting on their behalf;
(III) the voting numbers in respect of for, against and abstain, and the reasons of the relevant supervisors who voted against or abstained from voting;
(IV) the specific content of the matters for consideration and the resolutions passed at the meeting.

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A resolution of the supervisory committee shall be confirmed by the signature of the attending supervisors. The attending supervisors shall warrant that the contents of the resolutions of the supervisory committee are true, accurate and complete, and there are no false records, misleading statements or material omissions.

Article 48 The supervisors shall be responsible to any resolutions adopted at the meeting of the supervisory committee. Those supervisors that they may have voted therefor shall assume the liability (including liability for compensation) for any material losses of the Company in connection with or as a result of a resolution of the meeting of the supervisory committee against laws, administrative regulations, departmental rules, normative documents or the Articles of Association. However, the supervisors who expressed disapproval in voting voted against the resolution and recorded on minutes, may be exempted from liability. Supervisors who abstained from voting or did not attend or entrust others to attend the voting shall not be exempted from liability. Supervisors who expressly objected during the discussion but did not expressly vote against it shall not be exempted from liability.

Article 49 The supervisors shall urge the relevant personnel to execute the resolutions of the supervisory committee. The chairman of the supervisory committee shall report at future meetings of the supervisory committee regarding how the resolutions are executed.

Article 50 Archives of the meetings of the supervisory committee include notices of meeting, meeting documents, attendance book, meeting recordings, votes, meeting minutes signed by the attending supervisors, resolutions, etc., shall be kept for 10 years.

Chapter 6 Supplementary Provisions

Article 51 The Rules of Procedures shall become effective upon approval by shareholders at general meeting. For revision of the Rules of Procedures, the supervisory committee shall propose the revision plan, and submit to the general meeting for deliberation and approval, and the revision shall not take effect until approved by the general meeting.

Article 52 The Rules of Procedures shall be consistent with the Company Law, the Securities Law, the Mandatory Provisions and the relevant provisions of the relevant laws, regulations, normative documents, listing rules of the stock exchange(s) where the Company’s shares are listed and the Articles of Association, in case of any conflicts or any matters uncovered in the Rules of Procedures, the relevant provisions of relevant laws, regulations, normative documents, listing rules of the stock exchange(s) where the Company’s shares are listed and the Articles of Association shall be executed.

Article 53 The “above” or “within” mentioned in the Rules of Procedures shall be inclusive of the stated figure; while “over”, “less than”, “more than” shall be exclusive of the stated figure.

Article 54 The Rules of Procedures shall be interpreted by the supervisory committee of the Company.

(No text below)

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PHARMARON BEIJING CO., LTD.

Related Party Transactions Management Policy

Chapter 1 General Provisions

Article 1 In accordance with the Company Law of the People’s Republic of China (the “ Company Law ”), Securities Law of the People’s Republic of China (the “ Securities Law ”), Accounting Standards for Business Enterprises No. 36 – Related Party Disclosure, listing rules of the stock exchange(s) where the Company’s shares are listed (including but not limited to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “ Listing Rules ”)) and other relevant laws, regulations and normative documents, the policy is hereby formulated in order to regulate the management of related transactions of Pharmaron Beijing Co., Ltd. (the “ Company ”), guarantee that the related transactions between the Company and related parties comply with the principles of fairness, justice and fairness, and ensure that the related transactions of the Company do not harm the interests of the Company, all shareholders and creditors, especially the legitimate interests of minority shareholders.

Article 2 Related transaction of the Company refers to the transfer of resources or obligations or any other transaction between the Company or its controlling subsidiaries and the related persons.

Article 3 The policy is applicable to the Company and its affiliated enterprises (the “ Enterprise ”). The Enterprise refers to the branches and wholly-owned or controlling subsidiaries of the Company.

Article 4 Related transactions of the Company shall follow the following basic principles:

(I) Equality, voluntariness, equivalence and compensation;
(II) Justice, impartiality and fairness;
(III) If the related parties enjoy voting rights at the general meeting, they shall avoid voting on related transactions except under special circumstances;
(IV) The director who has any interest with the related party shall withdraw from voting on the related transaction by the board of directors (the “Board”). If the director cannot avoid the voting due to special circumstances, he/she shall participate in voting according to the procedure specified in the policy, but a separate statement shall be issued;

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(V) The Board of the Company shall judge whether the related transaction is beneficial to the Company according to objective criteria, and shall engage a professional evaluation agency or independent financial advisor to express opinions when necessary. The Board of the Company shall stipulate that the audit committee under it shall perform the duties of controlling and daily management of the related transactions of the Company;
(VI) Independent non-executive directors shall explicitly express their independent opinions on related transactions as required by laws, regulations, normative documents, the Articles of Association and the policy.

Chapter 2 Related Persons and Scope of Related Transactions

Article 5 Related persons of the Company include related legal persons and related natural persons, as well as related persons as defined in the Listing Rules.

Article 6 A legal person or any other organization under any of the following circumstances shall be a related legal person of the Company:

(I) A legal person or any other organization that directly or indirectly controls the Company;
(II) Legal persons or other organizations other than the Company and its controlling subsidiaries directly or indirectly controlled by the entities listed in clause (I) above;
(III) Legal persons or other organizations other than the Company and its controlling subsidiaries that are directly or indirectly controlled by the related natural persons listed in Article 8, or where the related natural persons act as directors (except independent directors) or senior management officers;
(IV) Legal persons or other organizations holding more than 5% of the shares of the Company;
(V) Other legal persons or other organizations identified by the China Securities Regulatory Commission (the “ CSRC ”), Hong Kong Securities and Futures Commission (the “ HKSFC ”), stock exchange where the shares are listed or the Company according to the principle of substance over form that have a special relationship with the Company, which may cause the interests of the Company to be inclined to them.

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Article 7 Where the Company and the entity listed in clause (II) of the preceding Article are controlled by the same state-owned assets administration, no relationship shall be formed as a result thereof, except that the chairman of the Board, general manager or more than half of the directors of the entity concurrently serve as the directors, supervisors or senior management of the Company.

Article 8 A natural person shall be a related natural person of the Company under any of the following circumstances:

(I) Natural person shareholders who directly or indirectly hold more than 5% of the shares of the Company;
(II) Directors, supervisors and senior management of the Company;
(III) Directors, supervisors and senior management of the related legal persons listed in clause (I) of Article 6;
(IV) Close family members of the persons mentioned in clauses (I) to (III) of this Article, including the spouse, parents and parents of the spouse, brothers and sisters and their spouses, children over the age of 18 and their spouses, brothers and sisters of the spouse and parents of the spouses of the children;
(V) Other natural persons identified by the CSRC, HKSFC, stock exchange where the shares are listed or the Company according to the principle of substance over form that have a special relationship with the Company, which may cause the interests of the Company to be inclined to them.

Article 9 A legal person, other organization or natural person under any of the following circumstances shall be regarded as a related person of the Company:

(I) In accordance with the agreement signed or arrangement made with the Company or its related persons, after the agreement or arrangement takes effect, or within the next twelve months, one of the circumstances specified in Article 6 or Article 8 will occur;
(II) Under any of the circumstances specified in Article 6 or Article 8 within the past twelve months.

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Article 10 Related transactions of the Company refers to the matters which may result in the transfer of resources or obligations between the Company or its controlling subsidiaries and the related persons, including:

(I) Purchase or disposal of assets (including disposals as set out in the Listing Rules);
(II) External investment (including consigned financial management, investment in subsidiaries, etc., excluding establishment or capital increase of wholly-owned subsidiaries);
(III) Providing financial aids (including consigned loans);
(IV) Providing guarantees (referring to guarantees provided by the Company to others, including guarantees to controlling subsidiaries);
(V) Leasing in or leasing out of assets;
(VI) Signing management contracts (including consigned operation, entrusted operation, etc.);
(VII) Granting or donated assets;
(VIII) Creditor’s rights and debt restructuring;
(IX) Signing a license agreement;
(X) Transfer of research and development projects;
(XI) Waiver of rights (including waiver of preemptive rights, priority to subscribe for capital contribution, etc.);
(XII) Purchase of raw materials, fuels and power;
(XIII) Selling products and commodities;
(XIV) Providing or accepting labor services;
(XV) Entrusting or entrusted sales;
(XVI) Joint investment by related parties;
(XVII) Other matters identified by the listing rules of the stock exchange(s) where the Company’s shares are listed that may result in the transfer of resources or obligations through an agreement.

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The following activities of the Company are not subject to the provisions of the preceding paragraph:

(I) Purchase of raw materials, fuels and power related to daily operations (excluding the purchase and disposal of such assets involved in asset replacement);
(II) Disposal of products, commodities and other assets related to daily operations (excluding the purchase and disposal of such assets involved in asset replacement);
(III) Main business activities of the Company, although the transactions stipulated in the preceding paragraph are carried out.

Article 11 In accordance with the Listing Rules, the connected persons of the Company and its subsidiaries generally include the following parties unless otherwise specified therein:

(I) Directors, supervisors, top executives or major shareholders of the Company or any of its subsidiaries (as defined in the Listing Rules) (i.e., persons entitled to exercise or control the exercise of 10% or more of the voting rights at the general meetings of the Company);
(II) Any person who has served as a director of the Company or any of its subsidiaries within the past 12 months (together with persons referred to in clause (I) of this Article as the “ Basic Connected Person ”);
(III) Contacts of any Basic Connected Person, including:
Where the Basic Connected Person is an individual:
- (1) The spouse of the individual, and any child or step-child (natural or adopted) of the individual or his/her spouse under the age of 18 years (the “ Immediate Family Member ”);
- (2) The trustee of any trust acting as trustee in favor of that individual or any Immediate Family Member thereof or, in the case of a discretionary trust, the subject of (to his/her knowledge) the discretionary trust;
- (3) A controlled company (as defined in the Listing Rules), 30% of shares of which are held directly or indirectly by the Basic Connected Person, their Immediate Family Member and/or the trustee (individually or jointly), or any subsidiary of the company;
- (4) Any person with whom he/she cohabits like a spouse, any child, step-child, parent, step-parent, sibling, step-sibling (the “ Family ”); or any company in which a family member (individually or jointly) directly

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or indirectly holds or in which a family member, together with himself/herself, his/her Immediate Family Member and/or the trustee holds a majority of control, or any subsidiary of the company; and

(5) If the Basic Connected Person, their Immediate Family Member and/or the trustee jointly hold, directly or indirectly, the paid-up capital or assets of any cooperative or contractual joint venture company (whether or not the joint venture company is an independent corporation) or have an interest of 30% or more of the profit or other income of the joint venture company under the contract (or as applicable under Chinese law in relation to triggering a mandatory public offer or establishing other percentages of legal or managerial control over the enterprise), the joint venture partner of the joint venture company shall be the contact person of such a Basic Connected Person.
Where the Basic Connected Person is a company (i.e. the major corporate shareholder):
(1) A subsidiary of a major corporate shareholder, a controlling company or a fellow subsidiary of the controlling company (the “ Related Company ”);
(2) The trustee of any trust acting as trustee in favor of the major corporate shareholder or, in the case of a discretionary trust, the subject of the discretionary trust (to the major corporate shareholder’s knowledge);
(3) A controlled company, 30% of shares of which are held directly or indirectly by the Basic Connected Person, their Related Company and/or the trustee (individually or jointly), or any subsidiary of the company; and
(4) If the Basic Connected Person, their Related Company and/or the trustee jointly hold, directly or indirectly, the paid-up capital or assets of any cooperative or contractual joint venture company (whether or not the joint venture company is an independent corporation) or have an interest of 30% or more of the profit or other income of the joint venture company under the contract (or as applicable under Chinese law in relation to triggering a mandatory public offer or establishing other percentages of legal or managerial control over the enterprise), the joint venture partner of the joint venture company shall be the contact person of such a Basic Connected Person.

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(IV) A non-wholly-owned subsidiary of the Company, where any connected persons at the corporate level have the right to exercise or control the exercise of 10% or more of the voting rights individually or jointly at the general meeting of the non-whollyowned subsidiary, and the subsidiaries of the non-wholly-owned subsidiary;
(V) Other connected persons as required from time to time by the Listing Rules of the Stock Exchange of Hong Kong Limited (the “ Hong Kong Stock Exchange ”) or recognized by the Hong Kong Stock Exchange.

Chapter 3 Reporting of Related Persons

Article 12 The directors, supervisors, senior management officers, shareholders holding more than 5% of shares of the Company, de facto controllers and persons acting in concert shall inform the Company of their relationships with the Company in a timely manner.

Article 13 The office of the Board of the Company shall formulate and update the format of the related person reporting form from time to time as necessary, send and collect the form regularly, and urge the related person to report relevant information to the office of the Board immediately after he/she takes office or becomes the major shareholder of the Company. The audit committee of the Company shall confirm the list of related persons of the Company and report to the Board and supervisory committee in a timely manner.

Article 14 The Company shall, in accordance with the requirements of the stock exchange(s) where the shares of the Company are listed, promptly disclose the list of related persons of the Company and information on relationships.

Article 15 The Company shall distinguish the types of connected transactions according to the testing methods specified in the Listing Rules, and shall comply with (or be exempted from) the requirements for reporting, announcement and approval by independent shareholders when signing an agreement. In general, any connected transactions not expressly exempted under the Listing Rules shall be subject to the requirements for reporting, announcement and approval by independent shareholders; where:

(I) Reporting refers to the disclosure of relevant details in the annual report and financial statements after the listing of the Company;
(II) The announcement includes notification to the Hong Kong Stock Exchange and public announcements on the website of the Exchange and the website of the Company;
(III) The Company shall establish a committee of independent non-executive directors and appoint an independent financial adviser if the approval of independent shareholders is required. The Company shall prepare circulars to be distributed to the shareholders and send them to the shareholders prior to the general meeting at the time specified in the Listing Rules. All related persons who have a significant interest in the transaction shall waive their voting rights at the general meeting.

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Article 16 Continuing connected transactions refer to those that are expected to continue or be conducted frequently over a period of time. In addition to judging whether the relevant transactions need to be reported, announced and approved by shareholders when signing the agreement, it is necessary to continuously monitor the execution and whether the amount exceeds the pre-determined annual cap, and re-comply with the relevant provisions of the Listing Rules when the terms of the agreement are materially changed, the amount exceeds the annual cap or the agreement is renewed.

Article 17 The Company shall sign a written agreement with related parties on each connected transaction (including exempted connected transactions) according to relevant regulations, and list the calculation standard of payment. The duration of the agreement must be fixed and reflect the general commercial terms. Except as permitted by the Listing Rules, the duration of a continuing connected transaction agreement shall not exceed three years. A maximum annual amount (the “ Cap ”) shall be set for each continuing connected transaction and the Company shall disclose its basis of calculation. The full-year cap shall be expressed in the exact currency value, instead of a percentage of the Company’s annual income. The Company shall refer to past transactions and data identified in published documents when setting the cap. If the Company has not ever had such transactions, it shall set a cap on reasonable assumptions and disclose details of the assumptions. If the connected transaction exceeds the cap halfway, or the agreement needs to be changed or be renewed upon expiration, the connected transaction shall be re-examined and approved in accordance with the Listing Rules and the procedures stipulated in the system, so as to meet the relevant requirements of Listing Rules again.

Chapter 4 Pricing Management of Related Transactions

Article 18 The Company shall sign a written agreement to define the pricing policy for the related transaction. During the execution of related transactions, the Company shall re-perform the corresponding examination and approval procedures according to the changed transaction amount if major terms such as the transaction price in the agreement changes significantly.

Article 19 The pricing of related transactions of the Company shall be fair, and implemented with reference to the following principles:

(I) Where government pricing is applied to the transaction matters, the price may be directly applied;
(II) Where the government-guided price is applied to the transaction matters, the transaction price may be reasonably determined within the range of the governmentguided price;

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(III) Where there are comparable market prices or charging standards of an independent third party for transaction matters except government pricing or government-guided prices, the transaction price may be determined by reference to such prices or standards in priority;
(IV) Where there is no comparable market price of an independent third party for transaction matters, the transaction price may be determined by reference to the price of unrelated transactions between the related party and a third party independent of the related party;
(V) Where there is neither a market price of an independent third party nor an independent unrelated transaction price for reference, a reasonable constructed price may be used as the basis for pricing, and the constructed price shall be the reasonable cost plus reasonable profit.

Article 20 The Company may adopt the following pricing methods depending on different related transactions when determining the price of related transactions according to clauses (III), (IV) or (V) of the preceding Article:

(I) The cost plus method, which is based on the reasonable costs incurred in related transactions plus the gross profit of comparable unrelated transactions;
(II) The comparable uncontrolled price method, which is based on the price charged for the same or similar business activities as related transactions between non-related parties;
(III) The method of net profit for transactions, in which the net profit of related transactions shall be determined by the profit indicator of comparable unrelated transactions;
(IV) The profit split method, in which the amount of profit to be distributed shall be calculated according to the respective contribution of the Company and its related parties to the consolidated profits of related transactions.

Article 21 Management of related transaction price

(I) The parties to the transaction shall calculate the transaction price according to the price agreed in the related transaction agreement and the actual transaction quantity, conduct the settlement monthly in a timely manner, and make payment subject to the payment method and time stipulated in the related transaction agreement;
(II) The financial department of the Company shall track the changes of the market price and cost of related transactions of the Company, and report the changes to the Board for filing;

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(III) Where the independent non-executive directors have doubts about the price change of the related transaction, they may engage an independent financial advisor to give opinions on the fairness of the price change of the related transaction;
(IV) Where the related transaction of the Company cannot be priced according to the above principles and methods, the principle and method for determining the price of the related transaction shall be disclosed, and the fairness of the pricing shall be explained.

Chapter 5 Approval Authority and Decision-making Procedure for Related Transactions

Article 22 In accordance with the Listing Rules, the Company shall carry out a ratio test (the “ ratio test ”) on the proposed connected transactions in accordance with the requirements of the Listing Rules, including (I) The asset ratio, i.e. the percentage of the total assets involved in the transaction to the total assets of the Company; (II) The income ratio, i.e. the percentage of the income attributable to the assets involved in the transaction to the Company’s income; (III) The consideration ratio, i.e. the percentage of the consideration involved in the transaction to the total market value of the Company; and (IV) The share capital ratio, i.e. the par value of the share capital issued by the Company as consideration to the par value of the share capital issued by the Company prior to the relevant transaction. The data used for the above ratio test shall be adjusted in accordance with the Listing Rules in individual cases, and the specific calculation method shall refer to the provisions of the Listing Rules.

Article 23 The general manager shall submit proposals to the Board for related transactions (excluding the provision of guarantee and financial aid) between the Company and related natural persons with the transaction amount exceeding RMB300,000, related transactions between the Company and related legal persons with a transaction amount exceeding RMB3 million and accounting for more than 0.5% of the absolute value of the Company’s latest audited net asset value (excluding the provision of guarantee), as well as some exempted connected transactions and non-exempted connected transactions as stipulated in the Listing Rules, which shall come into effect upon the consideration and approval of the Board. Those meeting the consideration and approval standards of the general meeting shall also be submitted to the general meeting for consideration and approval.

Article 24 Related transactions between the Company and related persons with a transaction (excluding the provision of guarantee) amount exceeding RMB30 million and accounting for more than 5% of the absolute value of the latest audited net assets of the Company, or the unexempted connected transactions in accordance with the Listing Rules revised from time to time shall be submitted by the Board to the general meeting, which shall come into force upon consideration and approval by the general meeting. In accordance with the current Listing Rules, when the ratio test of an unexempted connected transaction based on the system fails to meet the requirements of (i) less than 5%, or (ii) less than 25% and the transaction consideration is less than HK$10 million per year, the transaction shall be subject to the requirements for reporting, announcement and approval by independent shareholders.

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The following transactions between the Company and related persons may be exempted from being submitted to the general meeting for consideration and approval:

(I) The Company participates in a public bidding or public auction for non-specific objects (excluding limited means such as an invitation to bid);
(II) Transactions in which the Company obtains benefits unilaterally, including receiving cash assets, obtaining a debt relief, accepting guarantees and aids, etc.;
(III) The pricing of related transactions is stipulated by the State;
(IV) The related person provides funds to the Company, and the interest rate shall not be higher than the loan interest rate standard for the same period as stipulated by the People’s Bank of China;
(V) The Company provides products and services to directors, supervisors and senior management officers under the same transaction conditions as non-related persons.

Article 25 The guarantee provided by the Company for related persons, regardless of the amount, shall be submitted to the general meeting for consideration and approval after being considered and approved by the Board. Where the Company provides guarantees for the controlling shareholder, de facto controller and its related parties, the controlling shareholder, de facto controller and its related parties shall provide counter guarantees.

The Company shall not provide financial aids such as funds for directors, supervisors, senior management officers, controlling shareholders, de facto controllers and their controlling subsidiaries and other related persons. The Company shall prudently provide financial aids or entrusted wealth management to related persons.

Article 26 Where a related transaction involves such matters as “providing financial aids”, “providing guarantees” and “entrusted wealth management”, the amount incurred shall be taken as the calculation standard for disclosure and shall be cumulatively calculated within 12 consecutive months according to the transaction category. If the accumulated amount reaches the standards specified in Article 23, Article 24 or Article 25, the provisions of the preceding Articles shall apply respectively. If the relevant obligations have been fulfilled in accordance with Article 23, Article 24 or Article 25, they shall not be included in the relevant accumulative calculation scope.

Article 27 Where the Company conducts the following related transactions, the amount of related transactions shall be calculated according to the principle of accumulative calculation within 12 consecutive months:

(1) Transactions with the same related person;
(2) Transactions related to the types of objects of transactions with different related persons.

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The above-mentioned same related person includes other related persons controlled by the same entity or having equity control relationship with each other. Those who have performed relevant obligations in accordance with Article 23, Article 24 or Article 25 shall not be included in the relevant accumulative calculation scope.

Article 28 The Hong Kong Stock Exchange shall have the right to calculate the connected transactions together. When deciding whether to combine the connected transactions, the factors considered shall include whether such transactions are: (I) conducted by the Company with the same party, or with persons related with each other or otherwise; (II) involving the acquisition or disposal of securities or interests or components of an asset of a particular company or group company; or (III) resulting in a substantial involvement of the Company in a business that was not previously part of the Company’s principal business. The Company shall comply with the relevant provisions of the category of such connected transactions after the cumulative calculation.

Article 29 Where there are special provisions on the authorities and procedures for examination and approval of matters involved in related transactions in accordance with laws, administrative regulations, departmental rules, listing rules of stock exchanges and articles of association, such provisions shall prevail.

Article 30 Related transactions identified according to the listing rules of the stock exchange(s) where the Company’s shares are listed and which need to be submitted to the general meeting for consideration and approval shall be submitted to the Board for discussion after being approved by independent non-executive directors. Before making a judgment, independent non-executive directors may engage an intermediary institution to issue an independent financial consultant report as the basis for the judgment. The Audit Committee of the Company shall examine the related transactions at the same time, form written opinions, submit them to the Board for consideration and approval, and at the same time to the supervisory committee for comments.

Chapter 6 Avoidance System of Related Transactions

Article 31 When the Board considers and approves related transactions, the related directors shall avoid voting and shall not exercise voting rights on behalf of other directors. The board meeting may be held with the attendance of more than half of the non-related directors, and the resolution made at the board meeting shall be approved by more than half of the non-related directors. Where there are less than three non-related directors present at the Board, the Company shall submit the transaction to the general meeting for consideration and approval.

Related directors include the following directors or directors with one of the following circumstances:

A counterparty;
A director serving in the counterparty, or serving in a legal entity that directly or indirectly controls the counterparty or a legal entity directly or indirectly controlled by the counterparty;

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Directly or indirectly controls the counterparty;
A family member who is closely related to the counterparty or its direct or indirect controller (see clause (IV) of Article 8 of the system for details);
A family member who is closely related to the director, supervisor and senior management officers of the counterparty or its direct or indirect controller (see clause (IV) of Article 8 of the system for details);
A person whose independent business judgment may be affected for any other reason as identified by the CSRC, HKSFC, stock exchange where the shares are listed or the Company.

Article 32 When the Company’s general meeting considers and approves related transactions, related shareholders shall avoid voting, and the number of voting shares they represent shall not be included in the total number of voting shares. The announcement of the resolution of the general meeting shall fully disclose the voting conditions of non-related shareholders.

Related shareholders include the following shareholders or shareholders in any of the following circumstances:

A counterparty;
Directly or indirectly controls the counterparty;
Directly or indirectly controlled by the counterparty;
Directly or indirectly controlled by the same legal person or natural person with the counterparty;
A family member who is closely related to the counterparty or its direct or indirect controller (see clause (IV) of Article 8 of the system for details);
Serves in the counterparty, or serves in a legal entity that directly or indirectly controls the counterparty or a legal entity directly or indirectly controlled by the counterparty (in case of natural person shareholder);
Has its voting rights restricted or affected by the existence of an unfulfilled equity transfer agreement or other agreement with the counterparty or its related persons;
Legal person or natural person identified by CSRC, HKSFC or the stock exchange where the shares are listed, which may cause the Company to tilt interests towards them.

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Article 33 The withdrawal and voting procedures of related directors are as follows:

(I) Related directors shall apply for withdrawal on their own initiative, otherwise other directors shall have the right to ask them to withdraw;
(II) In case of any dispute over whether the director is a related director or not, a majority vote of the interim meeting of the Board shall pass a resolution to decide whether the director is a related director or not, and decide whether he/she shall be withdrawn;
(III) When the Board votes on related transactions, after deducting the voting rights represented by related directors, the non-related directors present at the Board shall vote in accordance with the articles of association and the rules of procedure of the Board.

Article 34 The procedures for withdrawal and voting of related shareholders are as follows:

(I) Related shareholders shall take the initiative to apply for withdrawal, otherwise other shareholders shall have the right to apply for withdrawal of the related shareholders to the general meeting;
(II) In case of any dispute over whether the shareholder is a related shareholder or not, half of all the directors in the interim meeting of the Board shall pass a resolution to decide whether the shareholder is a related shareholder or not, and decide whether he/she shall be withdrawn, which shall be final;
(III) When the general meeting votes on related transactions, after deducting the number of voting shares represented by the related shareholders, the non-related shareholders present at the general meeting shall vote in accordance with the articles of association and the rules of procedure of the general meeting.

Chapter 7 Daily Related Transactions

Article 35 Where the Company and related persons conduct related transactions related to daily operations listed in clauses (XII) to (XV) of Article 10, the Company shall perform the corresponding consideration and approval procedures according to the following provisions, and perform the obligation of information disclosure in accordance with relevant provisions:

(I) When the Company and related persons conduct related transactions related to daily operations for the first time, the Company shall conclude a written agreement with the related persons and make disclosures in a timely manner. The Company shall submit the transaction amount involved in the agreement that is applicable to the

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provisions of Article 23, Article 24 or Article 25 respectively to the Board or the general meeting for consideration and approval. Where there is no specific transaction amount in the agreement, it shall be submitted to the general meeting for consideration and approval.

(II) For the daily related transaction agreement which has been considered and approved by the Board or general meeting of the Company and is being executed, if there is no significant change in the main terms during the execution, the Company shall disclose the actual performance of the relevant agreement as required in the regular report, and state whether it conforms to the provisions of the agreement. If the main terms of the agreement change significantly during the execution of the agreement or the agreement needs to be renewed upon expiration, the Company shall submit the newly revised or renewed daily related transaction agreement to the Board or general meeting for consideration and approval based on the transaction amount involved in the agreement that is applicable to Article 23, Article 24 or Article 25 respectively. If there is no specific transaction amount in the agreement, it shall be submitted to the general meeting for consideration and approval.
(III) Where it is difficult to submit each agreement to the Board or the general meeting for consideration and approval in accordance with clause (I) of this Article due to the frequent conclusion of new daily related transaction agreements regarding a large number of daily related transactions each year, the Company may, before disclosing the previous annual report, make a reasonable estimate of the total amount of daily related transactions that will occur in the current year, and submit them to the Board or general meeting for consideration and approval and disclosure based on the estimated amount that is applicable to Article 23, Article 24 or Article 25 respectively. The Company shall disclose daily related transactions within the expected scope in regular reports. Where the amount of daily related transactions exceeds the estimated total amount during the actual execution, the Company shall re-submit it to the Board or general meeting for consideration and approval and disclosure based on the excess amount that is applicable to Article 23, Article 24 or Article 25 respectively.

Article 36 The daily related transaction agreement shall at least include the main clauses such as the pricing policy and basis, transaction price, total transaction amount range or determination method of the total transaction amount, payment method and time, etc. Where the specific transaction price is not determined in the agreement but only the reference market price is stated, the Company shall disclose the actual transaction price, market price and its determination method, as well as the reasons for the difference between the two prices while performing the disclosure obligation.

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Chapter 8 Disclosure of Related Transactions

Article 37 According to the regulations of Shenzhen Stock Exchange (the “ Shenzhen Stock Exchange ”), when the Company discloses related transactions, it shall submit the following documents to the Shenzhen Stock Exchange:

(I) Announcements;
(II) Agreements or letters of intent related to the transaction;
(III) Resolutions of the Board, opinions of independent non-executive directors and announcements of resolutions of the Board (if applicable);
(IV) Governmental approval documents involved in the transaction (if applicable);
(V) Professional reports issued by intermediary institutions (if applicable);
(VI) The written document of independent non-executive directors’ prior approval of the transaction;
(VII) Opinions of independent non-executive directors;
(VIII) Opinions of the Audit Committee of the Board (if applicable);
(IX) Other documents required by the stock exchange where the shares are listed.

Article 38 According to the regulations of the Shenzhen Stock Exchange, the announcement of related transactions disclosed by the Company shall include the following content:

(I) Overview of the transaction and basic information of the subject of the transaction;
(II) The prior approval of independent non-executive directors and their independent opinions;
(III) Voting information of the Board (if applicable);
(IV) Description of the relationship of each party to the transaction and the basic information of related persons;
(V) The pricing policy and pricing basis of the transaction, including the relationship between the transaction price and the book value of the transaction subject, the appraised value and the clear and fair market price, as well as other specific matters related to pricing that need to be explained due to the special subject of the

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transaction. If there is a large difference between the transaction price and the book value, the appraised value or the market price, the reasons shall be explained. If the transaction is unfair, the Company shall also disclose the interest transfer direction generated by this related transaction;
(VI) The transaction agreement mainly covers the transaction price, settlement method, the nature and proportion of the rights and interests of related persons in the transaction, the conditions for the agreement to take effect, effective time and time limit for performance, etc.;
(VII) The purpose of the transaction and its impact on the Company, including the necessity and true intention of the related transaction, and the impact on the current and future financial status and operating results;
(VIII) Total amount of various related transactions with the related person cumulatively from the beginning of the current year to the disclosure date;
(IX) An explanation of the possible occurrence of related transactions after the completion of the transaction;
(X) Other content required by the CSRC, HKSFC and the stock exchange where the shares are listed which are helpful to explain the essence of the transaction.

Article 39 According to the provisions of the Shenzhen Stock Exchange, when the Company and related persons conclude the following related transactions, it may be exempted from consideration and approval and disclosure in a way of related transactions:

(I) Either party subscribes in cash for shares, corporate bonds or enterprise bonds, convertible corporate bonds or other derivatives publicly issued by the other party;
(II) Either party receives dividends, bonuses or remuneration in accordance with the resolution of the other party’s general meeting;
(III) Either party, as a member of the underwriting syndicate, underwrites the stocks, corporate bonds or enterprise bonds, convertible corporate bonds or other derivatives publicly issued by the other party;
(IV) Other circumstances recognized by the stock exchange where the shares are listed.

Article 40 The announcement, circular and annual report on connected transactions of the Company disclosed on the Hong Kong Stock Exchange shall at least include the information required by Articles 14A.68 to 14A.72 of the Listing Rules.

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Chapter 9 Regulations and Exemptions of the Hong Kong Stock Exchange

Article 41 According to the relevant business rules of the Hong Kong Stock Exchange, the exemptions for connected transactions can be divided into two categories: full exemption (i.e. exemption from compliance with approval by independent shareholders, annual examination and all disclosure requirements) and partial exemption (i.e. exemption from compliance with regulations on approval by independent shareholders).

Article 42 The following related transactions are completely exempted connected transactions:

(I) New securities issued by the Company or its subsidiaries;
(II) Transactions at stock exchanges;
(III) Repurchase of the securities of the Company or its subsidiaries;
(IV) Directors’ service contracts and insurance;
(V) Consumer goods or consumer services;
(VI) Shared administrative management services;
(VII) Transactions with the contact persons of passive investors;
(VIII) Transactions with related persons at the subsidiary company level;
(IX) The results of the ratio test conducted in accordance with Article 22 of the system for transactions (excluding the issuance of new securities by the Company to connected persons) shall meet one of the following standards: (1) less than 0.1%; (2) less than 1% where the transaction is a connected transaction solely because of a related person at the subsidiary company level; or (3) less than 5% and the total consideration (in the case of financial assistance, the total amount of financial assistance together with any pecuniary benefit paid to an related person or jointly held entity) is less than HK$3 million. This article does not apply to the issue of new securities by the Company to related persons.

Article 43 The financial assistance provided by the Company or any member of the Group to related persons or jointly held entities (as defined in the Listing Rules) shall be fully exempted if meeting the following requirements:

(I) The relevant financial assistance is provided in accordance with general commercial terms or better terms; and
(II) The relevant financial assistance provided by the Company or any member of the Group is in proportion to the share capital interest directly held by the Company or its subsidiaries in the related person or jointly held entity. Any security provided by the Company or a member of the Group shall be several (instead of joint and several).

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Financial assistance received by the Company or a member of the Group from a related person or jointly held entity shall be fully exempted if meeting the following requirements:

(I) The relevant financial assistance is provided in accordance with general commercial terms or better terms; and
(II) The relevant financial assistance is not secured by the assets of the Company or a member of the Group.

Article 44 The partially exempted one-off connected transactions and continuing connected transactions shall comply with the handling principles of relevant announcements and reporting in the Listing Rules. The partially exempted financial assistance shall be subject to the principle of dealing with partially exempted one-off connected transactions or partially exempted continuing connected transactions, respectively, depending on the nature of connected transactions.

The one-off connected transaction which is conducted according to the general commercial terms and meets the following conditions shall be the partially exempted one-off connected transaction, and the result of the ratio test in accordance with Article 22 of the system meets one of the following standards: (I) less than 5%; or (II) less than 25% and the total consideration less than HK$10 million. This article does not apply to the issue of new securities by the Company to related persons.

The financial assistance provided by the Company to related persons or jointly held entities in accordance with the general commercial terms shall be the partially exempted financial assistance and the result of the ratio test in accordance with Article 22 of the system shall meet one of the following criteria: (I) less than 5%; or (II) less than 25% and the aggregate value of the assistance together with any preferential benefits received by the related person is less than HK$10 million.

Article 45 Non-exempt one-off connected transactions shall be handled according to the following principles:

(I) Shall first obtain the approval of the Board, and issue a public announcement on the Hong Kong Stock Exchange before the opening of the market on the first working day after the approval of the Board. The principles for handling the announcement are as follows: publish the announcement on the website of the Hong Kong Stock Exchange and disclose relevant information according to the requirements of the Listing Rules after an agreement is made on transaction terms. The announcement shall clearly reflect: (1) whether the directors believe that the relevant transaction belongs to the transaction conducted according to the general commercial terms in the daily business of the listed issuer; (2) opinions of independent non-executive directors; and (3) whether any directors have a material interest in the transaction and whether they have waived their voting rights at a meeting of the Board.

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(II) After the Board approves and makes a public announcement, the independent financial advisor shall confirm that the connected transaction is fair, reasonable and in line with the interests of the Company and all shareholders, and submit the opinion to the independent director committee for review, and then the independent director committee shall convene a separate meeting to confirm that the connected transaction is fair and reasonable and conforms to the interests of the Company and all shareholders. The above opinion of the independent financial advisor and independent director committee shall be included in the circular to be issued to the shareholders.
(III) Within 15 working days after the announcement is made, the expected final draft of the circular shall be submitted to the Hong Kong Stock Exchange for review, and then the circular conforming to the Listing Rules confirmed by the Hong Kong Stock Exchange shall be sent to the shareholders, and the circular shall be available in both Chinese and English versions. Any amendment or supplement to the circular and/or the provision of relevant information shall be sent to the shareholders not less than 10 working days before the general meeting is held.
(IV) Submit connected transactions to the general meeting for consideration and approval. The connected transaction can be carried out only after the approval of the general meeting. At the general meeting, related persons with significant interests shall abstain from voting. A statement that related persons with significant interests shall abstain from voting shall be included in the circular to be issued to shareholders. Approval by an “independent shareholder” shall be by ballot. Before the opening of the market on the first working day after the meeting, the Company shall publish a notice announcing the result of the poll.
(V) Make reporting. The handling principles are as follows: disclose in the first annual report and accounts after the connected transaction the date of the transaction, the parties to the transaction and their relationship with each other, the transaction and its purpose, consideration and terms, and the nature and extent of the interest held by the related person in the transaction.

Article 46 Non-exempt continuing connected transactions shall abide by the following handling principles:

(I) Setting an annual cap for each connected transaction and disclosing the basis for the calculation of the cap.
(II) A written agreement shall be signed with the related person for each connected transaction, and the content of the agreement shall reflect the general commercial terms and list the basis for calculating the payment amount. The agreement term shall be fixed and shall not exceed three years. If the agreement term shall exceed

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three years due to the nature of the transaction, the written confirmation opinion of the independent financial advisor shall be obtained, and the consideration and approval procedure shall be performed again according to the provisions of the system.

(III) Reporting, announcement and approval by independent shareholders shall be carried out in accordance with the Listing Rules, and examination and approval in accordance with the relevant internal authorization of the Company.
(IV) To comply with the relevant provisions of the Listing Rules on annual review of continuing connected transactions.
(V) If the Company enters into an agreement involving continuing transactions and thereafter such transactions (for any reason, such as one of the counterparties becoming the director of the Company) become continuing connected transactions, the Company shall become aware of any amendment or update, and comply fully with all applicable requirements for reporting, announcement and independent shareholder’s approval of Chapter 14A of the Listing Rules for all continuing connected transactions effective after such amendment or update occurs.
(VI) If the continuing connected transaction exceeds the original cap or the terms are significantly updated or revised, the Company shall comply with the procedures for reporting, announcement and approval by independent shareholders specified in the measures again.

Chapter 9 Supplementary Provisions

Article 47 Matters not covered herein shall be implemented in accordance with relevant national laws and regulations, listing rules of the stock exchange(s) where the Company’s shares are listed and the articles of association; In case of any conflict with the laws and regulations promulgated by the State in the future or the articles of association modified through legal procedures, the relevant laws and regulations promulgated by the State and the articles of association shall prevail, and the system shall be revised in a timely manner and submitted to the general meeting for consideration and approval.

Article 48 The system shall be interpreted and revised by the Board or its authorized unit.

Article 49 The system shall be implemented commencing on the date of approval by the general meeting. For the system to be amended, the Board shall propose an amendment plan for the consideration and approval by the general meeting, which shall not take effect until it is approved by the general meeting.

(blank below)

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PHARMARON BEIJING CO., LTD.

External Guarantee Management Policy

Chapter 1 General Provisions

Article 1 The System is hereby formulated in accordance with the provisions of the Company Law of the People’s Republic of China (the “ Company Law ”), the Civil Code of the People’s Republic of China, the listing rules of the stock exchange(s) where the Company’s shares are listed (including but not limited to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “ Listing Rules ”)) and the relevant provisions of relevant laws, regulations, normative documents and the Articles of Association, in order to regulate the external guarantee management of Pharmaron Beijing Co., Ltd. (the “ Company ”), standardize the guarantees of the Company and control the Company’s operating risks.

Article 2 External guarantees in the System refer to guarantees provided by the Company for others, including guarantees provided by the Company for its controlling subsidiaries (including wholly-owned subsidiaries, the “ Subsidiaries ”). The total amount of external guarantees of the Company and its subsidiaries in the System refer to the sum of the total amount of the Company’s external guarantees including the Company’s guarantees to its subsidiaries and the external guarantees of its subsidiaries.

Article 3 The general meeting and the board of directors of the Company are the decision-making organs of external guarantee, and all external guarantees provided by the Company shall be subject to the approval from the general meeting or the board of directors of the Company pursuant to the procedures.

Without the approval of the general meeting or the board of directors of the Company, the Company is not allowed to provide any external guarantee.

Chapter 2 Approval Authority of External Guarantee

Article 4 The following guarantees of the Company (including the guarantee provided to controlling subsidiaries) shall be considered and passed at the general meeting after being considered and passed by the board of directors:

(I) a single guarantee for amount in excess of 10% of the Company’s latest audited net assets;
(II) any guarantee provided after the total amount of external guarantee provided by the Company and its controlling subsidiary has exceeded 50% of the Company’s latest audited net assets;

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(III) a guarantee to be provided to a party which has an asset-liability ratio in excess of 70%;
(IV) guarantee where the amount of guarantee provided in 12 consecutive months exceeds 30% of the Company’s latest audited total assets;
(V) 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 RMB50 million;
(VI) guarantee to be provided to shareholders, actual controller and connected parties thereof;
(VII) other guarantees as prescribed by stock exchange of the place where the Company’s shares are listed or the Articles of Association;
(VIII) calculation whether the relevant external guarantees are the major transactions, very substantial disposals, very substantial acquisitions and reverse takeover under the regulations according to the requirements of Chapter 14 of the Listing Rules.

When the guarantee specified in item (IV) above is considered at the general meeting, it shall be passed by more than two thirds of voting rights held by the shareholders attending the general meeting.

When considering the resolution of providing guarantee to shareholders, actual controller and connected parties thereof at the 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 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 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 (I),(II),(III) and (V) of Clause 1 of this Article, they may be exempted from being submitted to the general meeting for consideration.

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External guarantees of the Company that happen within twelve months shall be in accordance with the cumulative calculation principle and to meet the requirements of this Article; as for the guarantees that have fulfilled the obligations are not included in the relevant cumulative calculation scope.

Article 5 Save for the situations listed in Article 4 of the System, other external guarantees shall be subject to consideration and approval by the board of directors of the Company.

External guarantee subject to the approval of the board of directors must be agreed by at least two thirds of directors attending the board of directors with a resolution being adopted. Chapter 3 Accepting and Reviewing Procedures for the Application of External Guarantee

Article 6 External guarantee application is centrally reviewed by finance department, the guaranteed person shall submit the guarantee application and annexes to the finance department at least five working days in advance and the guarantee application shall include at least the following:

(I) basic situation of the guaranteed person;
(II) description of the major debt situation guaranteed;
(III) type of guarantee and warranty period;
(IV) the major terms of the guarantee agreement;
(V) explanation of guaranteed debt repayment plan and sources by the guaranteed person;
(VI) counter-guarantee proposal.

Article 7 When the guaranteed person submits the guarantee application, it shall be accompanied by the guarantee related information that should include:

(I) photocopies of the corporate entity’s business license of the guaranteed person;
(II) the latest financial statements for the previous year and the most recent period of the guaranteed person;
(III) major secured debt contract;
(IV) guarantee contract format text provided by the creditor;

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(V) explanation that significant litigation, arbitration or administrative punishment of the guaranteed person does not exist;
(VI) other information that the financial department considered to be necessary to submit.

Article 8 After the application of the guaranteed person is accepted by the finance department, it shall investigate the credit status of guaranteed person timely and conduct a risk analysis on the guarantee to be provided, and the written report singed by the chief financial officer together with the application for guarantee and photocopies of the enclosed documents will be submitted to the office of the board of directors.

Article 9 The legal compliance department shall conduct a compliance review and give a reply within 3 working days after receiving the written report from the financial department and the relevant materials of the guarantee application.

Article 10 Upon passing the compliance review of the guarantee application, the securities affairs department shall arrange for examination and approval procedures at the board of directors or the general meeting according to the relevant requirements under the Articles of Association.

Article 11 When considering and checking the guarantee application of the guaranteed person, the board of directors shall be cautious and strictly control the debt risk generated from external guarantee. When necessary, the board of directors may hire external professional organization to assess the risk from external guarantee as a basis for decision made by the board of directors or the general meeting.

An independent opinion should be furnished by the independent non-executive directors of the Company when an external guarantee is being considered by the board of directors. Where necessary, an accountants’ firm may be engaged to conduct an audit examination of the Company’s accumulated and current external guarantees. Any irregularities identified should be reported to the board of directors and regulatory authorities in a timely manner and announced to the public.

Article 12 When providing external guarantee, the Company shall require the other party to provide counter-guarantees, if possible, and shall make cautious judgment on the provider of counter-guarantees in terms of his/her actual guarantee capacity and the exercisability of counter-guarantees.

Article 13 Director or shareholder who has an interest in a guarantee shall abstain from voting on the resolution approving such guarantee at the board of directors of or general meeting of the Company.

Article 14 The office of the board of directors shall record in detail the discussion and voting process relating to guarantees considered and discussed at the board of directors and general meeting and shall perform the information disclosure obligations in a timely manner.

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Chapter 4 Execution of Guarantee Contract and Counter-Guarantee Contract

Article 15 When providing external guarantees or accepting counter-guarantees, the Company shall conclude a written contract (including the guarantee letter, the same below).

Article 16 The guarantee contract and counter-guarantee contract shall be signed by the chairman of the board of directors or its authorized agent, and no other person shall enter into external guarantee contract on behalf of the Company without approval and authorization.

Without the resolution of the board of directors or the general meeting of the Company, no person shall enter into external guarantee contract on behalf of the Company.

Article 17 The contents of any guarantee contract and counter-guarantee contract shall comply with the provisions of relevant Chinese laws and regulations and the External Guarantee Management System, and the main terms shall be clear and unambiguous.

Article 18 The guarantee contracts and counter-guarantee contract shall at least specify the following terms:

(I) the category and amount of the debt to be guaranteed;
(II) the term for the debtor to settle debts;
(III) the form, amount, scope and term of guarantee;
(IV) rights, obligations and default liabilities of the parties;
(V) applicable laws and ways to settle disputes;
(VI) other matters deemed as necessary to be agreed upon by the parties.

Article 19 The finance department of the Company together with the legal compliance department of the Company shall be responsible for related legal formalities for the Company’s external guarantees (e.g., mortgage and pledge), or counter-guarantee received by the Company, especially carrying out assets mortgage or pledge registration procedures with relevant government departments in time in case a counter-guarantee is provided to the Company.

Article 20 The Company should keep the guarantee contracts, counter-guarantee contract and relevant primary information in good order, carry out any clearing or inspection in a timely manner, conduct verification with relevant institutions such as banks on a regular basis, assure the completeness, accuracy and validity of the filed information and note the effective term of the guarantee.

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If any irregular contracts bypassing the procedures for consideration and approval by the board of directors or general meetings are identified in the course of contract management, they should be promptly reported to the board of directors, the supervisory committee, relevant regulatory authority and the stock exchange.

Chapter 5 Daily Management and Risk Control of Guarantees

Article 21 The financial department of the Company shall be responsible for the registration, cancellation and daily management of guarantee matters.

The financial department shall set up a ledger to record the external guarantees in a truth, accurate and complete manner. Before the debts become due, the financial department shall actively supervise and urge the guaranteed person to pay debts guaranteed by the Company.

The finance department should duly keep all documents and information related to external guarantees of the Company, including but not limited to application for external guarantees and its annexes, audited opinions issued by the finance department, the legal compliance department, the secretary to the board of directors and other departments of the Company, resolutions of the board of directors or general meeting, guarantee contract and counter-guarantee contract executed, registration certificates of mortgages or charges, etc., and shall on quarterly basis complete the schedule for external guarantees of the Company and report to the board of directors of the Company and corresponding copy is provided to the manager of the Company and the secretary of the board of directors at the same time.

Guaranteed debt which may need to be extended after its expiry and require the Company to continue to provide guarantee therefor shall be considered a new external guarantee for which the review and approval process for guarantee must be carried out according to the procedures as provided in the System.

Article 22 The Company shall designate a special person of the finance department to pay continuous attention to the situations of the guaranteed person, collect the latest financial information and audit report of the guaranteed person, conduct analysis of its financial conditions and solvency on a regular basis, alert itself to developments of the guaranteed person such as its production operations, balance sheet status, external guarantees, mergers and demergers and changes in legal representative, and develop relevant financial documents for regular reporting to the board of directors.

In the event of a gross deterioration in the operating conditions of the guaranteed person being identified or the occurrence of material events such as corporate dissolution or demerger, the pertinent officer in-charge should report to the board of directors in a timely manner and the board of directors shall adopt effective measures to minimize losses.

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Article 23 Upon maturity of the debt in respect of which external guarantees have been provided, the Company should procure the guaranteed person to comply with its obligations and honour debt repayment in a timely manner. If the guaranteed person fails to repay the debts within the time limit, or suffers from bankruptcy, dissolution, liquidation, or the creditor claiming that the guarantor should assume the guarantee liability, the Company shall promptly know about the operation, financial condition, and debt repayment of the guaranteed person, disclose relevant information in accordance with the law, and timely take remedial measures and initiate recovery procedures.

Article 24 The Company’s independent directors should explain specifically in the Company’s annual reports the conditions regarding its then accumulated and outstanding external guarantees, and shall provide independent opinions.

Chapter 6 Disclosure of Guarantee Information

Article 25 The Company shall perform information disclosure obligations in relation to the details of external guarantee according to the relevant laws, regulations, normative documents, listing rules of the stock exchange(s) where the Company’s shares are listed and the Articles of Association.

Article 26 External guarantees upon approval of the resolutions by the board of directors or general meeting of the Company must be announced in a timely manner on newspapers and website designated by the Company. The contents to be disclosed shall include the resolutions of the board of directors or general meeting, and the following information as of information disclosure date: the total amount of external guarantees provided by the Company and its subsidiaries, the total amount of guarantees provided by the Company for its subsidiaries, and the respective proportions of the aforementioned amounts to the Company’s latest audited net assets..

Article 27 The subsidiaries shall notify the secretary of the board of directors of the Company to perform the obligation of information disclosure after their board of directors or the general meeting reaches a resolution.

Article 28 The Company shall truthfully provide all external guarantee matters of the Company to the certified public accountant undertaking the audit business of the Company.

Article 29 For the disclosed guarantee matters, the Company shall timely make disclosure in case of any of the following circumstances:

(I) the guaranteed person fails to fulfill the repayment obligation within 15 trading days after the debt matures;
(II) bankruptcy, liquidation or other situations seriously affecting the repayment ability of the guaranteed person.

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APPENDIX V

Article 30 The Company shall take necessary measures to control the insiders of guarantee information to a minimum before it is publicly disclosed.

Any personnel who are aware of the Company’s guarantee information shall have the obligation of confidentiality until the date when such information is publicly disclosed in accordance with the laws; otherwise, they shall bear the legal liability arising therefrom.

Chapter 7 Liability of the Responsible Person

Article 31 The Company shall provide external guarantee in strict accordance with the System. In case of any violations of relevant provisions of the System, the board of directors will determine the appropriate punishment for the responsible person for the fault depending on the loss borne by the Company, level of risk and the severity of the situation.

Article 32 Any directors, managers or other senior management of the Company who sign a guarantee contract beyond their authority and without authorization without following the provisions hereof shall be held responsible.

Article 33 The Company’s responsible department officers or other responsible persons who breach the requirements under the laws and regulations or the System, neglect the risks and provide guarantee without authorization, which causes losses to the Company, shall assume liability for compensation.

If any of the Company’s responsible department officers or other responsible persons fails to fulfill his duties and causes losses to the Company, he/she shall be subject to economic punishment or sanctions depending on the severeness of his/her negligence.

Article 34 Where the Company is free from guarantee liability according to the laws, but the Company’s responsible department officers or other responsible persons act without authorization which results in the Company’s assumption of liability and subsequent losses, such officers shall be subject to administrative sanctions by the Company and shall assume liability for compensation.

Chapter 8 Supplementary Provisions

Article 35 The Company implements the principle of unified management for its external guarantees with the relevant provisions under the System being applicable to the external guarantees of the subsidiaries.

Article 36 Matters not provided for in the System shall be dealt with in accordance with the relevant national laws, regulations, listing rules of the stock exchange(s) where the Company’s shares are listed, the Articles of Association and the requirements of other relevant normative documents.

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EXTERNAL GUARANTEE MANAGEMENT POLICY

APPENDIX V

In case of conflict between the System and the relevant national laws, regulations, listing rules of the stock exchange(s) where the Company’s shares are listed, the Articles of Association and the requirements of other relevant normative documents, the relevant national laws, regulations, listing rules of the stock exchange(s) where the Company’s shares are listed, the Articles of Association and the requirements of other relevant normative documents shall prevail.

Article 37 The System and its amendments shall become effective after being considered and approved at the general meeting of the Company.

(No text below)

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INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY

APPENDIX VI

PHARMARON BEIJING CO., LTD.

Independent Non-executive Directors Working Policy

Chapter 1 General Provisions

Article 1 In accordance with the Company Law of the People’s Republic of China (the “ Company Law ”), the listing rules of the stock exchange where the Company’s shares are listed (including but not limited to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “ Listing Rules ”), and the Articles of Association of Pharmaron Beijing Co., Ltd.) (the “ Articles of Association ”), the Working System for Independent Non-executive Directors of Pharmaron Beijing Co., Ltd. (the “System ”) is hereby formulated in order to improve the governance structure of Pharmaron Beijing Co., Ltd. (the “ Company ”), regulate the operation of the Company, better safeguard the overall interests of the Company, and protect the legitimate rights and interests of all shareholders, especially minority shareholders, from damage.

Article 2 An independent non-executive director is a director who does not hold any other office in the Company other than as an independent non-executive director and who has no relationship with the Company or its major shareholders that may interfere with his independent and objective judgment.

Article 3 The Company shall have four independent non-executive directors. If there is any change in the number of members of the Board as required by the Articles of Association, the number of members of the Board shall be at least three independent non-executive directors, and the number of independent non-executive directors shall account for more than one-third (inclusive) of the members of the Board.

Chapter 2 Qualifications of Independent Non-executive Directors

Article 4 An independent non-executive director of the Company shall meet the following requirements:

(I) To be qualified as a director of the Company in accordance with laws, regulations and other relevant provisions (including the independence requirements under Chapter 3 of the Listing Rules);
(II) Does not hold any other position in the Company other than as a director and does not have any relationship with the Company or its major shareholders that may interfere with the exercise of independent and objective judgment;
(III) To have at least 5 years of legal, economic or other work experience necessary to perform the duties of an independent non-executive director;
(IV) Other conditions specified in the Articles of Association.

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APPENDIX VI

Article 5 The following persons shall not serve as the independent non-executive directors of the Company:

(I) The persons holding posts in the Company or its subsidiaries and their immediate relatives and key social relationship (immediate relatives means spouse, parents, children and other family relationship; key social relationship means brothers/sisters, parents-in-law, son/daughter in-law, spouses of brothers/sisters or brothers/sisters of spouses);
(II) The persons holding, directly or indirectly, 1% or more of the interests in the issued shares of the Company or ranking among the top ten shareholders of the Company who are natural persons in terms of shareholdings or having immediate family relationships with them;
(III) The persons working in a corporate shareholder that directly holds 5% or more of the issued shares of the Company or ranks among top five corporate shareholders of the Company or having immediate family relationship with them;
(IV) The persons having the circumstances as mentioned in the preceding three paragraphs during the last year;
(V) The persons providing financial, legal or consulting services to the Company or its subsidiaries;
(VI) The persons who have served as independent non-executive directors in five listed companies;
(VII) Other persons recognized by relevant laws and regulations, normative documents, the business rules of the stock exchange, the Articles of Association and the securities regulatory authorities where the Company’s shares are listed.

Chapter 3 Nomination, Election and Replacement of Independent Non-executive Directors

Article 6 Independent non-executive directors shall be elected or replaced by the general meeting. The term of office of independent non-executive directors shall be three years. Upon expiration of the term, the independent non-executive directors may be re-elected, provided that the term of office shall not exceed six years.

The Board, the Supervisory Committee, and the shareholders holding more than 1% of the issued shares of the Company individually or jointly may nominate candidates for independent non-executive directors.

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APPENDIX VI

The nominator of an independent non-executive director shall obtain the consent of the nominee prior to nomination. The nominator shall fully understand the occupation, educational background, professional title, detailed work experience, and all part-time jobs of the nominee, and shall express an opinion on the qualifications and independence of the nominee for serving as an independent non-executive director. The nominee shall make a public statement that there is no relationship between himself and the Company that would affect his independent and objective judgment. When publishing the notice of the general meeting for the election of independent non-executive directors, the relevant materials of the candidates for independent non-executive directors (including but not limited to the nominee’s statement, the candidate’s statement, the profiles of independent non-executive directors, the information required under Code Provision A.5.5 of the Corporate Governance Code in Appendix 14 to the Listing Rules, etc.) shall be disclosed in an appropriate form in accordance with the laws and other rules applicable to the Company.

Article 7 The independent non-executive directors appointed by the Company shall include at least one accounting professional, who shall meet the relevant requirements of Rule 3.10(2) of the Listing Rules.

Article 8 Before the convening of the general meeting for the election of independent non-executive directors, the board of the Company shall announce the contents mentioned in the third paragraph of Article 6 of the System as required.

Prior to the general meeting for the election of independent non-executive directors, the Company shall submit to the CSRC agency and the stock exchange where the Company is domiciled the relevant materials of all nominees. If the Board has any objection to the relevant information of the nominees, it shall submit the written opinions of the Board at the same time.

Nominees who has objections to the CSRC agency or the stock exchange where the Company is domiciled may be considered as candidates for directors of the Company, but not as candidates for independent non-executive directors. When convening a general meeting to elect independent non-executive directors, the Board of the Company shall explain whether the candidates for independent non-executive directors are challenged by the CSRC agency, the HKSFC or the stock exchange where the Company is domiciled.

Article 9 Independent non-executive directors shall attend the general meeting in person and report to the general meeting on whether there is any of the following circumstances when reviewing their appointment proposal at the general meeting:

(I) The circumstances in which he/she has been prohibited to be appointed as a director according to the requirements of the Company Law;
(II) Being banned by the CSRC to enter the market and whose bans have not been lifted;

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APPENDIX VI

(III) Being publicly identified by the stock exchange as not suitable to act as directors of a listed company for less than two years; and
(IV) Other circumstances of punishment or reprimand imposed by the CSRC or the stock exchange in the last three years.

Independent non-executive directors shall also make representations as to their independence and competence and accept inquiries from shareholders.

Article 10 Independent non-executive directors shall attend board meetings in person. If they are unable to attend the meeting in person, the independent non-executive directors shall appoint other independent non-executive directors to attend the meeting on their behalf. Where a voting matter is involved, the principal shall specify in the power of attorney the opinions held in favor of, against or abstain from voting on each matter.

If an independent non-executive director fails to attend the Board meeting in person for three consecutive times, the Board shall advise the general meeting to remove such independent non-executive director.

Article 11 Independent non-executive directors shall not be removed without cause before the expiration of their term of office. In case of early removal, the Company shall disclose the removal of independent non-executive directors as special disclosure.

An independent non-executive director may resign before the end of his tenure. The independent non-executive director shall submit a written resignation report to the board of directors, stating any circumstances relating to his resignation or which he considers necessary to bring to the attention of the Company and the creditors. If the resignation of an independent non-executive director causes the number of independent non-executive directors in the Board of the Company to fall below the quorum, the resignation of such independent non-executive director shall take effect after his vacancy is filled by a new independent non-executive director.

Article 12 The Company shall make up for the number of independent non-executive directors as required by the Articles of Association in the event that an independent non-executive director does not meet the independence condition or is otherwise unfit to perform the duties of independent non-executive directors.

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Chapter 4 Role of Independent Non-executive Directors

Article 13 In addition to the duties and powers conferred by the Company Law and other relevant laws and regulations, an independent non-executive director shall have the following special duties and powers:

(I) Related party transactions (defined according to the standards required by the stock exchange(s) where the Company’s shares are listed, including related party transactions under the Listing Rules, hereinafter the same) that need to be submitted to the general meeting for consideration shall be approved by independent directors before submission to the Board for discussion. Before making a judgment, the independent directors may engage an intermediary to issue an independent financial advisor report;
(II) to propose to the Board to engage or dismiss an accounting firm;
(III) to propose to the Board to convene an extraordinary general meeting;
(IV) to collect opinions from minority shareholders, propose a profit distribution proposal and submit it directly to the Board for consideration;
(V) to propose to convene a Board meeting;
(VI) to independently engage external audit institutions and consulting institutions; and
(VII) to publicly solicit voting rights from shareholders prior to the convening of a general meeting, but no such solicitation shall be conducted in a paid or disguised paid way.

The exercise of the aforesaid duties and powers by the independent non-executive directors shall be approved by more than 1/2 of all the independent directors. With the consent of all independent non-executive directors, the independent non-executive directors may independently engage external audit institutions and consulting institutions to audit and consult specific matters of the Company, and the relevant expenses shall be borne by the Company. If the above proposal is not adopted or the above duties and powers cannot be exercised normally, the Company shall disclose the relevant circumstances.

Article 14 Independent non-executive directors shall proactively perform their due diligence obligations and engage intermediaries to conduct special investigations when necessary if they discover the following circumstances of the Company:

(I) material matters are not submitted to the Board for consideration as required;
(II) failure to perform information disclosure obligations in a timely manner;

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APPENDIX VI

(III) there are false records, misleading statements or material omissions in the public information; and
(IV) other circumstances that are suspected of violating laws and regulations or damaging the legitimate rights and interests of minority shareholders.

Article 15 In any of the following circumstances, the independent non-executive directors shall promptly report to the CSRC agency or the stock exchange where the Company is domiciled:

(I) if he/she is dismissed by the Company but considers the reason for the dismissal is inappropriate;
(II) resignation of an independent non-executive director due to circumstances that prevent the independent director of the Company from performing his/her duties in accordance with laws;
(III) the materials for the Board meeting are insufficient, and the written proposals from more than two independent non-executive directors to postpone the Board meeting or the consideration of relevant matters is not adopted;
(IV) the Board fails to take effective measures after reporting to the Board any suspected violation of laws and regulations by the Company or its directors, supervisors or senior management; and
(V) other circumstances that seriously hinder the independent non-executive directors from performing their duties.

Where the independent non-executive directors make public statements in respect of the above circumstances, they shall report to the stock exchange before disclosure, and make an announcement on the media designated by the CSRC after being approved by the stock exchange.

Article 16 In addition to performing the duties stipulated in relevant laws and regulations, normative documents, trading rules of the stock exchange, the Articles of Association and the System, the independent non-executive directors shall also express independent opinions on the following major issues of the Company:

(I) nomination, appointment and removal of directors;
(II) appointment and dismissal of senior management;
(III) remuneration of directors and senior management;

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APPENDIX VI

(IV) whether the formulation, adjustment, decision-making procedures, implementation and information disclosure of the Company’s cash dividend policy, and the profit distribution policy harm the legitimate rights and interests of small and medium investors;
(V) related party transactions, external guarantees (excluding guarantees for subsidiaries within the scope of consolidated statements), entrusted wealth management, external financial assistance, change of use of proceeds, change of accounting policies of the Company, investment in shares and derivatives and other major matters, which shall be considered and approved by the Board or the general meeting;
(VI) existing or new borrowings or other capital transactions with a total amount of more than RMB3,000,000 and more than 5% of the latest audited net assets of the Company by the shareholders, de facto controllers and their related enterprises of the Company, and whether the Company has taken effective measures to recover the debts;
(VII) material asset restructuring plan and equity incentive plan;
(VIII) the Company intends to decide that its shares shall no longer be traded on the stock exchange on which the shares of the Company are listed for initial public offering, or to apply for trading or transfer of its shares on other trading venues instead;
(IX) matters that the independent non-executive directors believe may damage the legitimate rights and interests of minority shareholders; and
(X) relevant laws, administrative regulations, departmental rules, normative documents, the listing rules of the stock exchange where the Company’s shares are listed and other matters stipulated in the Articles of Association.

Article 17 Independent opinions issued by independent non-executive directors on material matters shall at least include the following contents:

(I) basic information of material matters;
(II) the basis for expressing opinions, including the procedures performed, the documents audited and the contents of on-site inspection, etc.;
(III) the legality and compliance of material matters;
(IV) the impact on the rights and interests of listed companies and minority shareholders, the possible risks and the effectiveness of the measures adopted by the Company; and

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APPENDIX VI

(V) conclusive opinions expressed. If a qualified opinion, objection or disclaimer of opinion is raised on a material matter, the relevant independent directors shall clearly explain the reasons.

The types of independent opinions expressed by independent non-executive directors include consent, qualified opinion and its reasons, objection and its reasons, and disclaimer of opinion and corresponding obstacles, and the opinions expressed shall be clear and unambiguous.

The independent non-executive directors shall sign and confirm the independent opinions expressed, and report the above opinions to the board of directors in a timely manner and disclose it together with the relevant announcements of the Company.

Article 18 The board of directors of the Company shall establish a strategy committee, an audit committee, a nomination committee and a remuneration and appraisal committee. Independent non-executive directors shall account for the majority of the members of the committee and act as the person in charge of the audit committee, the nomination committee and the remuneration and appraisal committee. Among them, at least one independent director of the audit committee shall be an accounting professional (see Article 7 for details).

Chapter 5 Obligations of Independent Non-executive Directors

Article 19 Independent non-executive directors shall bear the obligations of good faith and diligence towards the Company and all shareholders. Independent non-executive directors shall perform their duties in accordance with the requirements of relevant laws, regulations and the Articles of Association, understand and master the production, operation and management of the Company, give full play to their role in investor relations management, and safeguard the overall interests of the Company, in particular, safeguard the legitimate rights and interests of minority shareholders from being infringed; independent non-executive directors shall perform their duties independently, and shall not be affected by the Company’s substantial shareholders, de facto controllers or other entities or individuals who have interests in the Company.

Independent non-executive directors shall declare to the Company and abstain from voting if they find that the matters under consideration may affect their independence. In the event that there is any obvious impact on the independence during his/her tenure, he/she shall notify the Company in a timely manner and resign when necessary.

The independent non-executive directors shall provide a written confirmation on their independence in respect of the factors set out in Rule 3.13 of the Listing Rules in due course and shall inform The Stock Exchange of Hong Kong Limited as soon as practicable if there is any change in circumstances that may affect their independence after such written confirmation has been made.

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APPENDIX VI

Article 20 Independent non-executive directors shall ensure that they have sufficient time and energy to effectively perform their duties. Independent non-executive directors shall attend board meetings on time, learn about the production, operation and management of the Company, and take the initiative to investigate and obtain information and data necessary for making decisions. Independent non-executive directors shall attend at least one meeting with the chairman of the Company without the presence of other directors each year. Independent non-executive directors shall submit an annual work report to the general meeting of the Company to explain the performance of their duties.

Article 21 In addition to attending board meetings, independent non-executive directors shall arrange reasonable time for on-site work to conduct on-site investigation on the production and operation conditions, the establishment and implementation of management and internal control systems of listed companies, and the implementation of resolutions of the Board. If any abnormality is found during the on-site inspection, it shall be reported to the Board of the Company and the stock exchange in a timely manner.

Article 22 Independent non-executive directors shall submit and disclose their work reports to the annual general meeting of the Company, which shall include the following:

(I) the method, frequency and voting of the Board meetings and the number of general meetings attended during the year;
(II) independent opinions;

(III) on-site inspection;

(IV) to propose to convene a board meeting, appoint or dismiss accounting firms, and independently appoint external audit institutions and consulting institutions; and
(V) other work done to protect the legitimate rights and interests of minority shareholders.

Article 23 Independent directors may concurrently serve as independent non-executive directors in up to five listed companies and ensure that they have sufficient time and energy to effectively perform their duties as independent non-executive directors.

Chapter 6 Working Conditions of Independent Non-executive Directors

Article 24 The Company shall ensure that the independent non-executive directors rank pari passu with other directors in respect of access to information. For any major matter subject to the approval of the Board, the Company shall give prior notice and sufficient details to independent non-executive directors within the statutory time frame. If independent nonexecutive directors consider such information insufficient, they may request for additional information. If two or more independent non-executive directors are of the view that any information is insufficient or any evidence unclear, they may submit written request to the Board for postponement of the relevant meeting of the Board or the consideration of the relevant matter and the Board must accept such request.

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APPENDIX VI

Article 25 The secretary to the Board shall assist the independent directors by introducing background information and relevant materials.

Article 26 The responsible officers of the Company shall cooperate with the independent non-executive directors in performing their duties. They shall not refuse, interfere with or withhold any information for the performance of the duties of the independent non-executive directors.

Article 27 The reasonable expense of engaging an intermediary by independent non-executive directors and other reasonable expenses incurred during their performance of duties shall be borne by the Company.

Article 28 The allowance of independent non-executive directors shall be proposed by the Board (after being proposed by the appropriate committees), considered and approved by the general meeting, paid by the Company and disclosed in the annual report of the Company. Except the above subsidies, the independent non-executive directors shall not receive from the Company or its substantial shareholders or other interested entities and persons any additional and non-disclosed benefits.

Chapter 7 Miscellaneous

Article 29 The Company may maintain an insurance policy based on actual needs against the liability of the independent non-executive directors to minimize the loss arising from the performance of their normal duties.

Article 30 The System shall be implemented from the date of approval at the general meeting of the Company. If the System are amended, the Board shall propose an amendment plan to the general meeting for consideration and approval, which shall take effect upon approval at the general meeting.

Article 31 Any matters unspecified herein shall be executed in accordance with the Company Law, the Articles of Association and relevant laws, administrative regulations, departmental rules and the listing rules of the stock exchange where the Company’s shares are listed.

Where the System conflicts with relevant national laws, administrative regulations, departmental rules, listing rules of stock exchange in the place where the shares of the Company are listed and the Articles of Association, relevant national laws, administrative regulations, departmental rules, listing rules of stock exchange in the place where the shares of the Company are listed and the Articles of Association shall prevail.

Article 32 The term“above” or “within” as stated in the System shall all include the given figure; the terms “over”, “less than” or “more than” shall all exclude the given figure.

Article 33 The System shall be interpreted by the Board of the Company.

(No text below)

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EXTERNAL INVESTMENTS MANAGEMENT POLICY

APPENDIX VII

PHARMARON BEIJING CO., LTD.

External Investment Management Policy

Chapter 1 General Provisions

Article 1 In accordance with the Company Law of the People’s Republic of China (the “ Company Law ”) and other laws, regulations, administrative rules and normative documents, the listing rules of the stock exchange in the place where the shares of the Company are listed (including but not limited to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the relevant provisions of the Articles of Association, the System is formulated in order to regulate the external investment of Pharmaron Beijing Co., Ltd. (the “ Company ”), improve the investment benefits, reasonably avoid the risks brought by the investment, and use the funds effectively and reasonably.

Article 2 External investment defined in the System refers to the Company’s investment activities in various forms by contributing a certain amount of monetary funds, equity interests and evaluated physical or intangible assets for future income.

Article 3 The Company’s external investment is divided into short-term investment and long-term investment according to the duration of the investment period. Short-term investments mainly represent investments purchased by the Company that can be realized at any time with holding period of no more than one year (inclusive); long-term investments mainly represent various investments with investment period of more than one year that cannot be realized at any time or are not ready to be realized. External investments of the Company include but are not limited to:

(I) Investments in subsidiaries, joint ventures, associates and cooperative projects, including but not limited to the following types:
enterprises independently established by the Company or operating projects independently funded by the Company;
joint ventures, cooperative companies or development projects established by the Company with other domestic (foreign) independent legal entities or natural persons;
other domestic (foreign) independent legal entities holding shares;
leasing of operating assets, entrusted operation or joint operation with others.
(II) Investment in financial assets held for trading, available-for-sale financial assets, held-to-maturity investments, etc., including but not limited to investment in various stocks, bonds, funds, participating insurance, etc;
(III) Entrusted wealth management and entrusted loans, etc.

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APPENDIX VII EXTERNAL INVESTMENTS MANAGEMENT POLICY

Article 4 The basic principles to be followed in investment management: in line with the Company’s development strategy, reasonably allocate corporate resources, promote factor optimization and combination, and create good economic benefits.

Article 5 The System is applicable to all external investment activities of the Company and its wholly-owned subsidiaries and holding subsidiaries (the “ Subsidiaries ”).

Article 6 The Company shall designate the Strategy Committee of the Board to be responsible for conducting special research and evaluation on the feasibility, investment risks, investment returns and other matters of the Company’s major investment projects, supervising the implementation progress of major investment projects, and reporting to the board of directors of the Company in a timely manner in case of any abnormality found in the investment projects.

Chapter 2 Approval Authority for External Investment

Article 7 The Company shall implement professional management and hierarchical approval system for external investment.

Article 8 The approval procedures for external investments of the Company shall be strictly in accordance with the relevant national laws and regulations, the listing rules of the stock exchange where the Company’s shares are listed and the Articles of Association, the Rules of Procedure for General Meetings, the Rules of Procedure for the Board of Directors, the Working Rules for the Manager and the System.

Article 9 Any external investment of the Company that meets one of the following criteria shall be submitted to the general meeting for consideration:

(I) the total assets involved in the external investment transaction (if both book value and appraised value exist, whichever is higher shall be taken as the calculation data) account for more than 50% of the latest audited total assets of the Company;
(II) the operating revenue related to the subject of the external investment transaction (for instance, equity interest) for the latest accounting year accounts for more than 50% of the Company’s audited operating revenue for the latest accounting year, with an absolute amount exceeding RMB50 million;
(III) the net profit related to the subject of the external investment transaction (for instance, equity interest) for the latest accounting year accounts for more than 50% of the Company’s audited net profit for the latest accounting year, with an absolute amount exceeding RMB5 million;
(IV) the transaction amount of the external investment transaction (including the debts and expenses) accounts for more than 50% of the Company’s latest audited net assets, with an absolute amount exceeding RMB50 million;

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APPENDIX VII EXTERNAL INVESTMENTS MANAGEMENT POLICY

(V) the profit generated from external investment transactions accounts for more than 50% of the Company’s audited net profit for the latest accounting year, with an absolute amount exceeding RMB5 million;
(VI) The calculation of related investment transactions as required by Chapter 14 of the Listing Rules constitutes major transactions, very substantial disposals, very substantial acquisitions or reverse takeovers.

If the data involved in the above indicators is negative, the absolute value shall be used for calculation.

Any transaction of the Company which meets the criteria set out in item (III) or (V) of the first term of this Article and the absolute value of the earnings per share of the Company for the latest accounting year is less than RMB0.05 shall be exempted from the consideration procedure of the general meeting.

Article 10 External investment matters of the Company meeting one of the following criteria shall be submitted to the board of directors for consideration:

(I) 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;
(II) 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 RMB10 million;
(III) 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;
(IV) 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 RMB10 million;
(V) 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.

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APPENDIX VII

(VI) the calculation of related investment transactions as required by Chapter 14 of the Listing Rules constitutes share transactions, discloseable transactions, major transactions, very substantial disposals, very substantial acquisitions or reverse takeovers.

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

Article 11 The board of directors authorizes the manager to decide on the following external investment matters of the Company during the adjournment of the Board meeting:

(I) the total assets involved in the external investment transaction (if both book value and appraised value exist, whichever is higher shall be taken as the calculation data) account for less than 10% of the Company’s latest audited total assets;
(II) the operating revenue related to the subject of the external investment transaction (for instance, equity interest) for the latest accounting year accounts for less than 10% of the Company’s audited operating revenue for the latest accounting year, or with an absolute amount not exceeding RMB10 million;
(III) the net profit related to the subject of the external investment transaction (for instance, equity interest) for the latest accounting year accounts for less than 10% of the Company’s audited net profit for the latest accounting year, or with an absolute amount not exceeding RMB1 million;
(IV) the transaction amount of the external investment transaction (including the debts and expenses) accounts for less than 10% of the Company’s latest audited net assets, or with an absolute amount not exceeding RMB10 million;
(V) the profit generated from external investment transactions accounts for less than 10% of the Company’s audited net profit for the latest accounting year, or with an absolute amount not exceeding RMB1 million;
(VI) the calculation of related investment transactions as required by Chapter 14 of the Listing Rules constitutes share transactions, discloseable transactions, major transactions, very substantial disposals, very substantial acquisitions or reverse takeovers.

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

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APPENDIX VII EXTERNAL INVESTMENTS MANAGEMENT POLICY

Although external investment matters are within the scope of the manager’s external investment decision-making authority, if the Company needs to make an announcement on the relevant investment transactions or the manager considers that the external investment matters involve a material interest of the Company, the manager may submit the external investment matters to the board of directors for collective decision-making.

The Company’s investment in securities, entrusted wealth management or investment in futures, options, warrants and other derivatives based on stocks, interest rates, exchange rates and commodities shall be considered and approved by the board of directors or the general meeting of the Company, and shall not delegate the authority to approve entrusted wealth management to others.

Article 12 Where the Company invests in financial derivative instruments such as stocks, futures, options, foreign exchange and investment funds or carries out other forms of risk investment within the scope permitted by laws, regulations and other applicable normative documents and the listing rules of the stock exchange where the Company’s shares are listed, the Company shall be cautious and shall formulate strict decision-making procedures, reporting system and monitoring measures, and limit the investment scale of the Company’s entrusted wealth management or derivatives according to the Company’s risk tolerance. Such investment activities shall be submitted to the general meeting for consideration after being considered and approved by the board of directors, and shall be approved by more than two-thirds of all directors and more than two-thirds of independent non-executive directors.

Article 13 Where the Company carries out entrusted wealth management, it shall select qualified professional wealth management institutions which have good credit status, financial status and strong profitability, and have no bad credit record as the trustee, and enter into a written contract with the trustee to specify the amount, term, type of investment, rights and obligations and legal liabilities of both parties of the entrusted wealth management. The board of directors of the Company shall designate special personnel to track the progress and safety of the entrusted wealth management funds, and require them to report in a timely manner in case of abnormalities, so that the board of directors can take effective measures to recover funds immediately to avoid or reduce the Company’s losses.

Chapter 3 Organization and Administration Agency of External Investment

Article 14 The general meeting and the board of directors of the Company are the decision-making bodies for external investment of the Company, and shall make decisions on external investment of the Company within their respective scope of authority. Unless otherwise required by relevant laws and regulations, normative documents, the listing rules of the stock exchange where the Company’s shares are listed, the Articles of Association and the System, no other departments or individuals are entitled to make any decision on external investment.

– VII-5 –

APPENDIX VII EXTERNAL INVESTMENTS MANAGEMENT POLICY

Article 15 The board of directors of the Company shall regularly learn about the implementation progress and investment benefits of major investment projects. In case of any failure to make investment as planned, failure to realize the expected return of the project, loss of investment, etc., the board of directors of the Company shall find out the reasons and investigate the responsibilities of relevant personnel.

Article 16 The board of directors of the Company shall establish a strategy committee under the Board, which shall be a special committee under the Board responsible for external investment, responsible for making overall planning, coordinating and organizing the analysis and research of external investment projects, and providing recommendations for decisionmaking.

Article 17 The manager of the Company shall be the main person in charge of the implementation of external investment, responsible for information collection, sorting out and preliminary evaluation of new investment projects, and putting forward investment suggestions, etc., and shall report the investment progress to the board of directors in a timely manner, so as to facilitate the board of directors and the general meeting to make investment decisions in a timely manner.

Article 18 The relevant centralized management department of the Company is the contractor of investment projects, specifically responsible for information collection of investment projects, preparation of project proposals and feasibility study reports, project declaration and approval, supervision and coordination in the project implementation process and post-project evaluation.

Article 19 The finance department of the Company is the daily financial management department for external investment. After the external investment project of the Company is confirmed, the finance department shall be responsible for raising funds, coordinating with relevant parties to handle relevant formalities such as capital contribution procedures, industrial and commercial registration, tax registration and bank account opening, and implementing strict borrowing, approval and payment procedures.

Article 20 For investment projects with strong professionalism or larger scale, the preliminary work shall be completed by forming a special project feasibility study team.

Article 21 The manager shall review and evaluate the project plan or analysis report, and decide to organize the implementation within the authorization of the board of directors or submit to the board of directors/general meeting for approval.

– VII-6 –

APPENDIX VII EXTERNAL INVESTMENTS MANAGEMENT POLICY

Chapter 4 Decision-making and Management of External Investment

Section 1 Investments in Subsidiaries, Joint Ventures, Associates and Cooperation Projects

Article 22 The centralized management department, together with the finance department, shall conduct a preliminary review of the investment project, propose investment proposals and report to the manager for preliminary review.

Article 23 After the preliminary review and approval, the centralized management department shall be responsible for conducting investigation and demonstration on the project investment proposal, preparing the feasibility study report and relevant documents such as the Letter of Intent for Cooperation (the “ Investment Plan ”), and submitting to the strategy committee of the Board.

Article 24 The manager and the strategy committee of the Board shall approve the investment plan and submit it to the Secretary of the Board. The Secretary of the Board is responsible for the procedure for examination and approval of the investment plan in accordance with the approval authority. The investment plan is subject to approval in accordance with the relevant authority and procedures.

Article 25 For external investment projects that have been approved for implementation, the relevant departments of the Company shall be authorized by the investment approval authorities to be responsible for specific implementation. Once an external investment project is approved, no investment shall be increased at will. If it is really necessary to increase the investment, the investment plan information such as the Letter of Investment Intent and the feasibility study report of the investment project must be re-submitted, and the accumulative investment amount after the increase shall be submitted to the relevant examination and approval authorities for examination and approval.

Article 26 The manager and operation management of the Company shall be responsible for overseeing the operation of the project and its operation management.

Article 27 The finance department of the Company shall be responsible for coordinating with the centralized management departments and personnel to invest in cash, material objects or intangible assets in accordance with the investment contract or agreement. Input of material objects must go through handover procedures for material objects.

Article 28 For major investment projects, experts or intermediaries may be engaged for professional demonstration.

Article 29 The manager of the Company shall, according to the investment projects determined by the Company, prepare and implement the investment construction and development plan accordingly, provide guidance, supervision and control over the implementation of the projects, participate in the special audit of the investment projects, terminate (suspend) the liquidation and handover of the investment projects, and conduct investment evaluation and summary.

– VII-7 –

APPENDIX VII EXTERNAL INVESTMENTS MANAGEMENT POLICY

Article 30 The investment projects shall be reported on a quarterly basis. The finance department of the Company shall report to the manager in a timely manner on the progress of the investment projects, the execution and use of investment budgets, the status of the parties to the cooperation, the operating conditions, problems and suggestions. The manager shall, within one month after the end of each quarter, report to the strategy committee of the Board in a timely manner on the progress of the investment project, the execution and use of the investment budget, the status of the parties to the cooperation, the operating conditions, problems and suggestions. In the process of implementing investment and construction, the investment budget may be reasonably adjusted according to the changes in the implementation, and the adjustment of the investment budget shall be approved by the original investment examination and approval authority.

Article 31 The supervisory committee, audit department and finance department of the Company shall supervise the investment projects in accordance with their duties, timely propose rectification opinions for non-compliance, propose special reports on major issues, and submit them to the project investment examination and approval authority for discussion and handling.

Article 32 The Company shall establish the file management system for investment projects. The file information from the pre-selection of the project to the completion and transfer of the project (including the suspension of the project) shall be prepared and filed by the office of the board of directors.

Section 2 Securities Investment, Entrusted Wealth Management and Derivatives Investment

Article 33 The decision-making procedures for investment in securities, entrusted wealth management and derivatives of the Company are as follows:

(I) The Company’s centralized management department is responsible for pre-selecting investment opportunities and investees and preparing investment plans based on the profitability of the investees;
(II) The finance department of the Company is responsible for providing the capital flow of the Company;
(III) The investment plan shall be implemented after going through the procedures for examination and approval according to the authority of examination and approval.

Article 34 The finance department shall be responsible for the timely registration and accounting by type, quantity, unit price, accrued interest, purchase date, etc., of the investment and carry out relevant accounting treatment.

– VII-8 –

APPENDIX VII EXTERNAL INVESTMENTS MANAGEMENT POLICY

Article 35 Where the Company is involved in securities investment, a joint control system attended by the general manager office and the strategy committee of the board of directors shall be implemented, which shall be jointly operated by at least two persons; and the securities investment operation personnel shall be separated from the capital and financial management personnel, which shall restrict each other, and no one shall have separate access to the investment assets. The deposit or withdrawal of any investment assets shall be jointly signed by two persons with mutual restriction.

Article 36 Securities purchased by the Company must be registered in the name of the Company on the date of purchase.

Article 37 The finance department of the Company is responsible for regularly reviewing the use and balance of the funds invested in securities. Interest and dividends received shall be recorded in a timely manner.

Chapter 5 Transfer and Recovery of External Investment

Article 38 The Company may withdraw external investments upon the consideration and approval of the original examination and approval authority of the Company if any of the following circumstances occurs or happens:

(I) the term of operation of the investment project (enterprise) expires in accordance with the provisions of the Articles of Association;
(II) the investment project (enterprise) is operated poorly and is unable to repay debts due, and becomes bankrupt according to law;
(III) the project (enterprise) is unable to continue its operation due to force majeure;
(IV) other circumstances under which the investment is terminated as stipulated in the contract occur or happen.

Article 39 The Company may transfer external investment upon the consideration and approval of the original examination and approval authority of the Company if any of the following circumstances occurs or happens:

(I) The investment projects are obviously contrary to the operation direction of the Company;
(II) The investment projects have been loss-making continuously and there is no prospect of turning around;

– VII-9 –

APPENDIX VII EXTERNAL INVESTMENTS MANAGEMENT POLICY

(III) When it is in urgent need of supplementary funds due to insufficient working capital;
(IV) Other circumstances which the Company considers necessary.

Article 40 Transfer of investments shall be conducted in strict compliance with the provisions on transfer of investments under the Company Law and the Articles of Association. Disposal of external investments shall comply with the relevant national laws and regulations and the listing rules of the stock exchange where the Company’s shares are listed.

Article 41 The procedures and authorities for approving the disposal of external investments shall be the same as those for approving the implementation of external investments.

Article 42 The financial department shall be responsible for asset valuation of investment recovery and transfer to prevent the loss of the Company’s assets.

Chapter 6 Personnel Management of External Investment

Article 43 Where the Company invests to establish a cooperative or joint venture company, it shall dispatch directors and supervisors elected through its legal procedures to participate in, supervise and influence the operation decisions of the newly established company. The Company shall dispatch project managers or company representatives to participate in the operation and management of the cooperative projects.

Article 44 For the holding subsidiaries established for external investment, the Company shall designate directors elected through its statutory procedures and assign corresponding operation and management personnel (including chief financial officer) to play an important role in the operation and decision-making of the holding subsidiaries.

Article 45 The dispatched personnels shall perform their duties in accordance with the provisions of the Company Law, the Management System for Branches and Subsidiaries of Pharmaron Beijing Co., Ltd. and the Articles of Association of the invested companies, safeguard the interests of the Company in the operation and management of new companies and cooperation projects, and realize the preservation and appreciation of the Company’s investment.

The relevant personnel appointed by the Company to serve as directors of the investment unit shall pay attention to obtaining more information of the investment unit through attending board meetings and other means, and shall report the investment situation to the Company in a timely manner.

– VII-10 –

APPENDIX VII EXTERNAL INVESTMENTS MANAGEMENT POLICY

Chapter 7 Financial Management and Audit of External Investment

Article 46 The financial department of the Company shall carry out comprehensive and complete financial records of the Company’s external investment activities, conduct detailed accounting, establish detailed account books for each investment project, and record relevant information in detail. The accounting methods for external investments shall comply with the accounting standards and accounting systems.

Article 47 The financial department of the Company shall be responsible for the financial management of external investment. The financial department shall, based on the analysis and management needs, obtain the financial reports of the investee, so as to analyze the financial conditions of the investee, safeguard the interests of the Company and ensure that the interests of the Company are not impaired.

Article 48 The audit department of the Company shall conduct a comprehensive inspection on the investment projects of the Company on a quarterly basis. Regular or special audits shall be conducted on branches and subsidiaries. The audit department of the Company shall include important external investment audit into the annual internal control work plan and make it the focus of internal control inspection and evaluation.

Article 49 The accounting methods and accounting policies, accounting estimates and changes adopted in financial management of the subsidiaries of the Company shall comply with the relevant provisions of the accounting management system of the Company.

Article 50 Subsidiaries of the Company shall submit monthly financial and accounting statements to the financial department of the Company, and timely submit accounting statements and provide accounting materials in accordance with the requirements for the preparation of consolidated financial statements by the Company.

Article 51 The Company may appoint a chief financial officer to its subsidiaries, who shall supervise the truthfulness and legality of the financial conditions of the Company.

Article 52 All investment assets of the Company shall be checked by internal auditors or other personnel who are not involved in the investment business on a regular basis or by entrusting the custodian to check whether they are owned by the Company, and check the inventory records against the book records to confirm consistency.

– VII-11 –

APPENDIX VII EXTERNAL INVESTMENTS MANAGEMENT POLICY

Chapter 8 Supplementary Provisions

Article 53 The Company shall comply with national laws, regulations, applicable normative documents, the System, the listing rules of the stock exchange where the Company’s shares are listed and the System for the Management of Raised Funds of the Company when using the raised funds for investment.

Article 54 Matters not covered herein shall be implemented in accordance with relevant national laws, regulations, the listing rules of the stock exchange where the Company’s shares are listed and the Articles of Association of the Company.

Where the System conflicts with relevant national laws, regulations, the listing rules of stock exchange in the place where the shares of the Company are listed and the Articles of Association, relevant national laws, regulations, the listing rules of stock exchange in the place where the shares of the Company are listed and the Articles of Association shall prevail.

Article 55 The System shall be interpreted by the board of directors of the Company.

Article 56 The System shall come into effect and be implemented from the date on which it is considered and approved by the board of directors of the Company and submitted to the general meeting for consideration and approval, and the same applies when it is revised.

(No text below)

– VII-12 –

PROCEDURE FOR A SHAREHOLDER TO NOMINATE A PERSON FOR ELECTION AS A DIRECTOR

APPENDIX VIII

PHARMARON BEIJING CO., LTD.

(the “Company”)

Procedure for a Shareholder to Nominate a Person for Election as a Director

The following procedure applies to the nomination of individuals as directors by shareholders of the Company (the “ Shareholders ”) who have received the notice of the general meeting of the Company. The procedure shall be governed by the Articles of Association of Pharmaron Beijing Co., Ltd. (the “ Articles of Association ”) and other applicable regulations and rules:

In accordance with Article 112 of the Articles of Association, when a re-election of the board of directors or an additional or replacement of director made by the board of directors takes place, 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. The methods and procedures for nomination of independent directors shall be implemented in accordance with relevant provisions of the laws, administrative regulations, departmental rules, rules of the stock exchange where the Company’s shares are listed and the Articles of Association. Shareholders individually or collectively holding over 3% of the Company’s shares shall raise a proposal for nomination of candidates for directorship not earlier than the date of the notice of the general meeting and no later than 10 days prior to the convening of the general meeting and submit the proposal in writing to the convener. The convener shall issue a supplemental notice of the general meeting within 2 days upon receipt of the proposal and announce the contents thereof[note][1] .
The notice in writing shall contain (i) the intention of nomination of directors and the nominee’s expression of willingness to accept the nomination, and (ii) written information concerning the nominees, which shall be sent to the Company not earlier than the date of the notice of the meeting and no later than 7 days prior to the convening of the general meeting. The nominee’s information and curriculum vitae shall meet the requirements under Rule 13.51(2) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”).

– VIII-1 –

PROCEDURE FOR A SHAREHOLDER TO NOMINATE A PERSON FOR ELECTION AS A DIRECTOR

APPENDIX VIII

If such a notice is received from shareholders after the issue of the notice of the general meeting, the Company shall issue a public announcement or supplemental circular in respect of the disclosure of personal data regarding the nominated director candidates not less than 10 business days prior to the date of the general meeting in accordance with Rule 13.51(2) of the Listing Rules.
The procedure shall come into effect from the date of approval by the general meeting of the Company.

Note:

In accordance with Rules 13.70 and 13.73 of the Hong Kong Listing Rules, where shareholders nominate candidates for directors after the notice of the general meeting, the issuer shall publish an announcement or issue a supplemental circular not less than 10 business days prior to the date of the general meeting, providing the shareholders with relevant information including the nominees’ data.

– VIII-2 –

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2022

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.

==> picture [81 x 33] intentionally omitted <==

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 2022

NOTICE IS HEREBY GIVEN THAT the first Extraordinary General Meeting of 2022 (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 Friday, January 14, 2022 at 2:30 p.m. for the following purposes:

SPECIAL RESOLUTIONS

Repurchase and Cancellation of part of the Restricted A Shares granted under the A Share Incentive Scheme.
Reduction of Registered Capital.
Amendments to the Articles of Association.

ORDINARY RESOLUTIONS

Authorization to the Board to handle matters pertaining to the reduction of registered capital, the Amendments to the Articles of Association and the procedures for filing the Reduction of Registered Capital and the Articles of Association with The Market Supervision Management Department.
Amendments to the Rules of Procedure for the General Meetings.
Amendments to the Rules of Procedure for the Board Meetings.
Amendments to the Rules of Procedure for the Supervisory Committee.
Amendments to the Related Party Transactions Management Policy.

– EGM-1 –

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2022

Amendments to the External Guarantee Management Policy.
Amendments to the Independent Non-executive Directors Working Policy.
Amendments to the External Investment Management Policy.
Amendments to the Procedure for a Shareholder to Nominate a Person for Election as a Director.
Partial Amendments to the Voluntary Undertakings made by Entities Controlled by Actual Controllers.
Appointment of Internal Control Auditor for the year of 2021.

CLOSURE OF REGISTER OF MEMBERS

As stated in the announcement dated December 24, 2021 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 Monday, January 10, 2022. H Shareholders whose names appear on the register of members of the Company on Tuesday, January 11, 2022 shall be entitled to attend and vote at the EGM. The register of members of the Company will be closed from Tuesday, January 11, 2022 to Friday, January 14, 2022 (both days inclusive), during which period no transfer of Shares will be registered.

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 December 29, 2021

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.

– EGM-2 –

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2022

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 Thursday, January 13, 2022 (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 Tuesday, January 11, 2022.
(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) 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

– EGM-3 –

NOTICE OF THE FIRST H SHARES CLASS MEETING OF 2022

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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 2022

NOTICE IS HEREBY GIVEN THAT the first H Shares Class Meeting of 2022 (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 immediately after the conclusion of the first Extraordinary General Meeting of 2022 to be held on Friday, January 14, 2022 at 2:30 p.m. for the following purposes:

SPECIAL RESOLUTIONS

Repurchase and Cancellation of part of the Restricted A Shares granted under the A Share Incentive Scheme.
Reduction of Registered Capital.

CLOSURE OF REGISTER OF MEMBERS

As stated in the announcement dated December 24, 2021 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 Monday, January 10, 2022. H Shareholders whose names appear on the register of members of the Company on Tuesday, January 11, 2022 shall be entitled to attend and vote at the H Shares Class Meeting. The register of members of the Company will be closed from Tuesday, January 11, 2022 to Friday, January 14, 2022 (both days inclusive), during which period no transfer of Shares will be registered.

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

– HCM-1 –

NOTICE OF THE FIRST H SHARES CLASS MEETING OF 2022

Beijing, the PRC December 29, 2021

– HCM-2 –

NOTICE OF THE FIRST H SHARES CLASS MEETING OF 2022

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 Thursday, January 13, 2022 (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 for the 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 Tuesday, January 11, 2022.
(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

– HCM-3 –

AI assistant

Pharmaron Beijing Co., Ltd — Proxy Solicitation & Information Statement 2021

50881_rns_2021-12-29_7f95d745-aa4c-47ed-b627-47d51a481a02.pdf

Pharmaron Beijing Co., Ltd.[] 康龍化成 (北京 )新藥技術股份有限公司*

DEFINITIONS

DEFINITIONS

DEFINITIONS

Pharmaron Beijing Co., Ltd.[] 康龍化成 (北京 )新藥技術股份有限公司*

(Stock Code: 3759)

To the Shareholders

I. INTRODUCTION

II. PROPOSED REPURCHASE AND CANCELLATION OF PART OF THE RESTRICTED A SHARES GRANTED UNDER THE A SHARE INCENTIVE SCHEME

LETTER FROM THE BOARD

III. PROPOSED REDUCTION OF REGISTERED CAPITAL

IV. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Comparison Table of the Articles of Association

VI. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS

VII. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD MEETINGS

VIII. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE

IX. PROPOSED AMENDMENTS TO THE RELATED PARTY TRANSACTIONS MANAGEMENT POLICY

X. PROPOSED AMENDMENTS TO THE EXTERNAL GUARANTEE MANAGEMENT POLICY

XI. PROPOSED AMENDMENTS TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY

XII. PROPOSED AMENDMENTS TO THE EXTERNAL INVESTMENT MANAGEMENT POLICY

XIII. PROPOSED AMENDMENTS TO THE PROCEDURE FOR A SHAREHOLDER TO NOMINATE A PERSON FOR ELECTION AS A DIRECTOR

XIV. PROPOSED PARTIAL AMENDMENTS TO THE VOLUNTARY UNDERTAKINGS MADE BY ENTITIES CONTROLLED BY ACTUAL CONTROLLERS

XV. PROPOSED APPOINTMENT OF INTERNAL CONTROL AUDITOR FOR THE YEAR OF 2021

XVI. EGM, CLASS MEETING OF H SHAREHOLDERS REPLY SLIPS AND PROXY ARRANGEMENT

LETTER FROM THE BOARD

XVII. GENERAL

XVIII. RECOMMENDATION

XIX. ADDITIONAL INFORMATION

PHARMARON BEIJING CO., LTD. Rules of Procedure for the General Meetings

Chapter I General Provisions

Chapter II Convening of General Meetings

Chapter III Proposals and Notices of General Meetings

Chapter I Convening of General Meetings

Chapter V Voting and Resolutions of General Meetings

Article 59 The general meeting shall vote by open ballot.

Chapter VI Special Voting Procedures for Shareholders of Different Classes

Chapter VII Implementation of Resolutions

Chapter VIII Supplementary Provisions

PHARMARON BEIJING CO., LTD.

Rules of Procedure for the Board Meetings

Chapter I General Provisions

Chapter II Proposals, Convening and Notification Procedures for Board Meetings

Chapter III Supplementary Provisions

PHARMARON BEIJING CO., LTD.

Rules of Procedure for the Supervisory Committee

Chapter 1 General Provisions

Chapter 2 Supervisors

Chapter 3 Organization of the Supervisory Committee

Chapter 4 Supervision and Inspection

Chapter 5 System of the Meetings of the Supervisory Committee

Section 1 Proposal and Convening of the Meetings of the Supervisory Committee

Section 2 Notice for the Meeting of the Supervisory Committee

Section 3 Convening of the Meetings of the Supervisory Committee

Section 4 Consideration and Voting at the Meeting of the Supervisory Committee

Section 5 Minutes and Resolutions of the Meetings of the Supervisory Committee

Chapter 6 Supplementary Provisions

PHARMARON BEIJING CO., LTD.

Related Party Transactions Management Policy

Chapter 1 General Provisions

Chapter 2 Related Persons and Scope of Related Transactions

APPENDIX IV

Chapter 3 Reporting of Related Persons

APPENDIX IV

Chapter 4 Pricing Management of Related Transactions

APPENDIX IV

Chapter 5 Approval Authority and Decision-making Procedure for Related Transactions

APPENDIX IV

Chapter 6 Avoidance System of Related Transactions

Chapter 7 Daily Related Transactions

Chapter 8 Disclosure of Related Transactions

APPENDIX IV

Chapter 9 Regulations and Exemptions of the Hong Kong Stock Exchange

APPENDIX IV

RELATED PARTY TRANSACTIONS MANAGEMENT POLICY

Chapter 9 Supplementary Provisions

PHARMARON BEIJING CO., LTD.

External Guarantee Management Policy

Pharmaron Beijing Co., Ltd Proxy Solicitation & Information Statement 2021

Pharmaron Beijing Co., Ltd.[] *康龍化成 (北京 )新藥技術股份有限公司**

Pharmaron Beijing Co., Ltd.[] *康龍化成 (北京 )新藥技術股份有限公司**

Pharmaron Beijing Co., Ltd.[] *康龍化成 (北京 )新藥技術股份有限公司**

Pharmaron Beijing Co., Ltd.[] *康龍化成 (北京 )新藥技術股份有限公司**