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Pharmaron Beijing Co., Ltd Proxy Solicitation & Information Statement 2022

Sep 7, 2022

50881_rns_2022-09-07_b26ec498-11be-40f4-a7e2-885052a463d3.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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

(A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 3759)

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2022

NOTICE IS HEREBY GIVEN THAT the second 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 in combination with a physical meeting and a live online webcast convened on site on Friday, September 23, 2022 at 2:30 p.m. for the following purposes:

SPECIAL RESOLUTIONS

  1. Increase of registered capital.

  2. Amendments to the Articles of Association.

ORDINARY RESOLUTIONS

  1. By-election of independent non-executive Directors of the second session of the Board:

    • 1.1 By-election of Ms. Li Lihua (李麗華) as an independent non-executive Director of the Company; and

    • 1.2 By-election of Mr. Zhou Qilin (周其林) as an independent non-executive Director of the Company.

  2. The Board of the Company is authorised by the general meeting to handle matters pertaining to the change of registered capital, the amendments to the Articles of Association and the procedures for filing the change of registered capital and the Articles of Association with the Market Supervision Management Department.

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CLOSURE OF REGISTER OF MEMBERS

As stated in the announcement dated September 2, 2022 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, September 19, 2022. H Shareholders whose names appear on the register of members of the Company on Tuesday, September 20, 2022 shall be entitled to attend and vote at the EGM. The register of members of the Company will be closed from Tuesday, September 20, 2022 to Friday, September 23, 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 September 7, 2022

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.

  • For identification purposes only

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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. 2:00 p.m. on Thursday, September 22, 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 the EGM online, provided that they shall not be able to cast their votes online.

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

  • (5) 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.

  • (6) In order to cooperate to implement the relevant requirements of Beijing on the prevention and control of the COVID-19 pandemic, safeguard the health and safety of the Shareholders, their proxies and other participants, and protect the legal interests of the Shareholders according to the applicable laws and regulations, the Company intends to convene the EGM through a combination of a physical meeting and a virtual meeting. Attendance for the physical meeting will be limited to the Company’s staff who meet the requirements of the applicable laws and regulations in Beijing on epidemic prevention and whose workplace is located at 6 Tai-He Road, Beijing Economic Technological Development Area, Beijing, the PRC.

The Company would like to remind all attending Shareholders that physical attendance in person at the EGM is not necessary for the purpose of exercising voting rights. The Company encourages the Shareholders to exercise their rights to vote at the EGM by appointing the chairman of the EGM as their proxy to vote on the relevant resolutions at the EGM instead of attending the meeting in person, by completing and returning the enclosed form of proxy for use at the EGM in accordance with the instructions printed thereon.

Registered H Shareholders who wish to join the EGM by way of the live online webcast should liaise with the Company by providing your email addresses and proof of ownership of the Shares no later than 2:30 p.m. on Wednesday, September 21, 2022.

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Non-registered H Shareholders who wish to join the EGM by way of the live online webcast should liaise with your bank(s), broker(s), custodian(s), nominee(s) or HKSCC Nominees Limited through which your H Shares are held (collectively, the “ Intermediaries ”) and provide your email addresses to your Intermediaries no later than 2:30 p.m. on Tuesday, September 20, 2022.

An email headed “online registration invitation for the Second Extraordinary General Meeting of 2022 of Pharmaron” will be received by registered H Shareholders no later than 4:00 p.m. on Thursday, September 22, 2022.

An email setting out the instructions on how to join the EGM of the Company by way of the live online webcast (which includes a personalized access link to the online webcast) will be sent by the Company to registered H Shareholders no later than 12:00 noon on Friday, September 23, 2022. Shareholders are hereby reminded to maintain confidentiality and not disclose the abovementioned access details to anyone. Shareholders who are not registered by the Company before the EGM will not be allowed to join the EGM by way of the live online webcast.

H Shareholders joining the EGM by way of the live online webcast will not be able to cast their vote online. As such, if they elect to join the EGM by way of the live online webcast, they are encouraged to exercise their right to vote at the EGM by appointing the chairman of the EGM as their proxy to vote on the relevant resolutions at the EGM, by completing and returning the form of proxy in accordance with the instructions printed thereon.

Shareholders can send the questions in writing before the EGM to the email of the Company at [email protected]. The Company will answer the questions which the Shareholders are generally focused on.

Subject to the development of COVID-19 and with reference to the pandemic control measures as applicable from time to time, the Company may implement further changes to the arrangement of the EGM, and may issue further announcement(s) in this regard as and when appropriate.

(7) 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

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