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

Jun 24, 2021

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

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 3759)

Form of Proxy for the First Extraordinary General Meeting of 2021 (Applicable to H Shareholders)

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

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

of (address)

being the registered holder(s) of

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

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

of (address)

as my/our proxy to attend and vote for me/us on my/our behalf as directed below, or if no such indication is given then to vote as my/our proxy thinks fit, at the First Extraordinary General Meeting of 2021 (the “ EGM ”) to be held at 6 Tai-He Road, Economic Technological Development Area, Beijing, the PRC on Monday, July 12, 2021 at 2:30 p.m. or at any adjournment thereof.

		SPECIAL RESOLUTIONS(Note A)	SPECIAL RESOLUTIONS(Note A)	SPECIAL RESOLUTIONS(Note A)	SPECIAL RESOLUTIONS(Note A)	FOR(Note 5)	FOR(Note 5)	AGAINST(Note 5) ABSTAIN(Note 5)	AGAINST(Note 5) ABSTAIN(Note 5)	AGAINST(Note 5) ABSTAIN(Note 5)	AGAINST(Note 5) ABSTAIN(Note 5)
	1.	2021 Restricted A Share Incentive Scheme (Draft) and				its
		summary.
	2.	Assessment Management Measures for the Implementation of				the
		2021 Restricted A Share Incentive Scheme.
	3.	Authorization	to the Board to handle matters pertaining to			the
		2021 Restricted A Share Incentive Scheme.
	4.	Repurchase and Cancellation of Part of			the Restricted A Shares
		granted under	the A Share Incentive Scheme.
	5.	Reduction of Registered Capital.
	6.	Amendments to the Articles of Association.
		ORDINARY RESOLUTION(Note A)				FOR(Note 5)		AGAINST(Note 5) ABSTAIN(Note 5)
	7.	Authorization	to the Board of the Company to handle matters
		pertaining to the amendments to the Articles of Association and
		the procedures for		filing the Articles of Association with		the
		market supervision		and management department.

Note A: Unless otherwise specified, capitalized terms used herein shall have the same meanings as those defined in the circular dated June 24, 2021.

Date:

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

Notes:

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

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

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

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

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

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

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

8. To be valid, this form of proxy and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority must be delivered to the Company’s H Shares Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time for holding of the EGM (i.e. before 2:30 p.m. on Sunday, July 11, 2021) or not less than 24 hours before the holding of any adjournment thereof.

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

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

11. For identification purposes only