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

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

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

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

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

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

(Stock Code: 3759)

(1) PROPOSED APPOINTMENTS OF INDEPENDENT NON-EXECUTIVE DIRECTORS;

(2) PROPOSED INCREASE IN REGISTERED CAPITAL; (3) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;

(4) PROPOSED AUTHORISATION FOR REGISTRATION OF THE INCREASE IN REGISTERED CAPITAL AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND (5) NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2022

Notices convening the EGM on Friday, September 23, 2022 at 2:30 p.m., to be held at 6 Tai-He Road, Beijing Economic Technological Development Area, Beijing, the PRC and the form of proxy was despatched by the Company on September 7, 2022 and also published and available for downloading on the websites of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk and of the Company at www.pharmaron.com.

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

For identification purposes only

September 7, 2022

	Page
The Special Arrangements for the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I – The Biographical Details of Ms. Li Lihua and
Mr. Zhou Qilin. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
Notice of the Second Extraordinary General Meeting of 2022 . . . . . . . . . . . . . . .	EGM-1

– i –

THE SPECIAL ARRANGEMENTS FOR THE EGM

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.

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 ”) to 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. Shareholders are requested to follow the instructions stated in the email to complete the registration using the mailbox to which the registration materials are sent.

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 to the live online webcast) will be sent by the Company to such 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 as abovementioned will not be allowed to join the EGM by way of the live online webcast.

– 1 –

THE SPECIAL ARRANGEMENTS FOR THE EGM

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.

– 2 –

DEFINITIONS

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

“A Share(s)”

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

“Articles of Association”
the articles of association of the Company currently in force
“Board” or “Board of Directors” the board of Directors of the Company
“Company”
Pharmaron Beijing Co., Ltd., a joint stock company incorporated in the People’s Republic of China with limited liability
“Director(s)” directors of the Company
“Extraordinary General Meeting” or “EGM”
the extraordinary general meeting of the Company to be held to at 6 Tai-He Road, Beijing Economic Technological Development Area, Beijing, the PRC on Friday, September 23, 2022 at 2:30 p.m. or any adjournment thereof, the notice of which is set out on pages EGM-1 to EGM-4 in this circular
“Group” the Company and its subsidiaries
“H Share(s)”
overseas-listed foreign share(s) in the share capital of the Company, with nominal value of RMB1.00 each, listed on the Main Board of the Hong Kong Stock Exchange
“H Shareholder(s)” holder(s) of H Shares
“H Shares Registrar”
Computershare Hong Kong Investor Services Limited, the H Shares registrar of the Company
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

“PRC” the People’s Republic of China

– 3 –

DEFINITIONS

“RMB”	Renminbi, the lawful currency of the PRC
“Share(s)”	share(s) in the share capital of the Company, with a
	nominal value of RMB1.00 each, including both A
	Share(s) and H Share(s)
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“%”	per cent.

– 4 –

LETTER FROM THE BOARD

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

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

(Stock Code: 3759)

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

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

Independent non-executive Directors: Mr. Dai Lixin Ms. Chen Guoqin Mr. Tsang Kwan Hung Benson Mr. Yu Jian

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

September 7, 2022

To the Shareholders:

Dear Sir/Madam,

(1) PROPOSED APPOINTMENTS OF INDEPENDENT NON-EXECUTIVE DIRECTORS; (2) PROPOSED INCREASE IN REGISTERED CAPITAL; (3) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;

(4) PROPOSED AUTHORISATION FOR REGISTRATION OF THE INCREASE IN REGISTERED CAPITAL AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND (5) NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2022

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the EGM to be held on Friday, September 23, 2022 at 2:30 p.m. to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the EGM. For the details of the proposed resolutions at the EGM, please also refer to the notices of the EGM despatched by the Company on September 7, 2022 and published and available for downloading on the websites of the Stock Exchange at www.hkex.com.hk and of the Company at www.pharmaron.com.

– 5 –

LETTER FROM THE BOARD

2. PROPOSED APPOINTMENTS OF INDEPENDENT NON-EXECUTIVE DIRECTORS

Reference is made to the announcement of the Company dated August 29, 2022. On August 29, 2022, the Board reviewed and passed a resolution in relation to the proposed appointment of Ms. Li Lihua (“ Ms. Li ”) and Mr. Zhou Qilin (“ Mr. Zhou ”) as independent non-executive Directors, to fill in the vacancy to be left open by the cessations of office of Mr. Dai Lixin and Ms. Chen Guoqin due to the upcoming expirations of their respective six-year consecutive terms of offices, as required according to the Rules for Independent Directors of Listed Companies of the China Securities Regulatory Commission.

Subject to the approval at the EGM, Ms. Li will serve as the chairwoman of the nomination committee and the remuneration and appraisal committee of the Company, and a member of the audit committee of the Company, and Mr. Zhou will serve as a member of the strategy committee of the company. The term for Ms. Li’s and Mr. Zhou’s appointment as an independent non-executive Director and as a member of the relevant the committees under the Board shall commence upon the approval at the EGM and shall end on the expiry of the term of the current session of the Board. The Company will enter into service agreements with Ms. Li and Mr. Zhou, respectively, upon the approval of their respective appointments at the EGM.

The Board proposes to fix Ms. Li’s and Mr. Zhou’s director’s emolument at RMB300,000 per annum (before tax), respectively, which were determined by reference to job responsibilities and prevailing market conditions.

Save as disclosed in this circular, each of Ms. Li and Mr. Zhou has not held any directorship in any other listed companies in the past three years. Each of Ms. Li and Mr. Zhou has no relationship with any directors, senior management or substantial or controlling shareholders of the Company. As at the date of this circular, Ms. Li has interested, within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) (the “ SFO ”), in 50,000 Shares representing approximately 0.0042% in the total number of Shares in issue of the Company. Mr. Zhou does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information relating to the proposed appointment of Ms. Li and Mr. Zhou that shall be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited nor any other matter which needs to be brought to the attention of the Shareholders. The respective biographical details of Ms. Li and Mr. Zhou are set out in Appendix I to this circular.

Since the cessations of office of Mr. Dai Lixin and Ms. Chen Guoqin will result in the number of independent non-executive Directors of the Company falling below the minimum number required by the relevant regulations and the Articles of Association, Mr. Dai Lixin and Ms. Chen Guoqin will continue to perform his/her duties as an independent non-executive Director and relevant duties in various Board committees until the proposed appointments are approved by the Shareholders.

The aforesaid resolution has been reviewed and approved by the Board on August 29, 2022, and is now proposed at the EGM for review and approval as an ordinary resolution.

– 6 –

LETTER FROM THE BOARD

3. PROPOSED INCREASE IN REGISTERED CAPITAL

Reference is made to the announcement of the Company dated August 29, 2022, in relation to, among others, the proposed increase in the registered capital of the Company.

By reason of the capitalization of reserve which formed part of the profit distribution plan of the Company for the year ended December 31, 2021, the registered capital of the Company and the total number of shares of the Company shall be changed as a result of the aforesaid matters. The total number of shares of the Company has increased from 794,045,086 Shares to 1,191,067,629 Shares and the registered capital has increased from RMB794,045,086 to RMB1,191,067,629. As a result of the changes of the registered capital of the Company above, the Board proposed to change the registered capital of the Company from RMB794,045,086 (divided into 794,045,086 shares) to RMB1,191,067,629 (divided into 1,191,067,629 shares).

The proposed increase in the registered capital of the Company is subject to approval of the special resolution by the Shareholders at the EGM of the Company.

4. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated August 29, 2022, in relation to, among others, the proposed amendments to the Articles of Association. In view of the changes of the registered capital of the Company and the recommendation from regulatory authorities in the PRC, the Board proposed to make the following amendments to the relevant provisions 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 RMB794,045,086. Company is RMB 1,191,067,629 . Article 13 The business scope of the Article 13 The business scope of the Company: pharmaceutical compounds, Company: pharmaceutical compounds, chemical drugs, biological products, R&D of chemical drugs, biological products, R&D of biotechnology; provision of technology biotechnology; provision of technology development, technology transfer, development, technology transfer, technological consultation, technological technological consultation, technological service and technological training; import service and technological training; import and export of goods and technology. and export of goods and technology. (Business activities that require pre(Business activities that require preapprovals according to laws and regulations approvals according to laws and regulations can only be conducted as approved upon can only be conducted as approved upon approval from the relevant authorities.) approval from the relevant authorities.) (Subject to the scope of business in the ( Subject to the scope of business approved registration with the administration of by the administration of market and industry and commerce). supervision ).

– 7 –

LETTER FROM THE BOARD

Before amendment After amendment Article 21 The shareholding structure of the Article 21 The shareholding structure of the Company is: 794,045,086 ordinary shares, Company is: 1,191,067,629 ordinary shares, including 660,028,586 shares held by including 990,042,879 shares held by holders of domestic-listed domestic shares, holders of domestic-listed domestic shares, and 134,016,500 shares held by holders of H and 201,024,750 shares held by holders of H shares. shares. Article 29 Buy-back of shares of the Article 29 Buy-back of shares of the Company under the circumstances specified Company under the circumstances specified in item (I) and item (II) in the first paragraph in item (I) and item (II) in the first paragraph of Article 27 of the Articles of Association of Article 27 of the Articles of Association shall be subject to the approval of the shall be subject to the approval of the shareholders’ general meeting. Buy-back of shareholders’ general meeting. Buy-back of shares of the Company under the shares of the Company under the circumstances specified in item (III), item circumstances specified in item (III), item (V) and item (VI) in the first paragraph of (V) and item (VI) in the first paragraph of Article 27 of the Articles of Association Article 27 of the Articles of Association shall obtain approval from a meeting of the shall be subject to the approval from a board of directors where over two-thirds of meeting of the board of directors where the directors are present, in accordance with over two-thirds of the directors are the requirements of the Articles of present. Association or the authorization of the shareholders’ general meeting. Article 55 Shareholders of ordinary shares Article 55 Shareholders of ordinary shares of the Company shall enjoy the following of the Company shall enjoy the following rights: rights:

(I) The rights to receive dividends and (I) The rights to receive dividends and other forms of distribution in other forms of distribution in proportion to the number of shares held proportion to the number of shares held by them; by them;
(II) The rights to request, convene, host, (II) The rights to request, convene, host, attend or appoint proxy to attend attend or appoint proxy to attend shareholders’ general meetings and shareholders’ general meetings and exercise corresponding voting rights in exercise corresponding voting rights in accordance with the law; accordance with the law;
(III) The rights to supervise and manage of (III) The rights to supervise and manage of the Company and to put forward the Company and to put forward proposals and raise inquiries; proposals and raise inquiries;
(IV) The rights to transfer, donate, or pledge (IV) The rights to transfer, donate, or pledge shares held by them in accordance with shares held by them in accordance with laws, administrative regulations and laws, administrative regulations and the Articles of Association; the Articles of Association;

– 8 –

LETTER FROM THE BOARD

Before amendment After amendment
(V) The rights to obtain relevant (V) The rights to obtain relevant information in accordance with the information in accordance with the Articles of Association of the Articles of Association of the Company, including: Company, including: 1. to obtain a copy of the Articles of 1. to obtain a copy of the Articles of Association upon payment of the Association upon payment of the cost of such copy; cost of such copy;
1. to inspect and photocopy upon 2. to inspect and photocopy upon payment of a reasonable charge, payment of a reasonable charge, of: of: (1) all parts of the register of (1) all parts of the register of shareholders; shareholders;
(2) personal particulars of (2) personal particulars of each of the directors, each of the directors, supervisors, managers and supervisors, managers and other senior management of other senior management of the Company, including: (a) the Company, including: (a) current and previous names current and previous names and aliases; (b) main address and aliases; (b) main address (domicile); (c) nationality; (domicile); (c) nationality; (d) full-time and all other (d) full-time and all other part-time occupations and part-time occupations and duties; (e) identification duties; (e) identification documents and their documents and their numbers; numbers;
(3) reports of the status of the (3) reports of the status of the Company’s share capital; Company’s share capital;
(4) reports for the aggregate par (4) reports for the aggregate par value and the number in value and the number in respect of each class of respect of each class of shares as well as the highest shares as well as the highest and lowest price of shares and lowest price of shares repurchase paid by the repurchase paid by the Company since the end of Company since the end of the last financial year and all the last financial year and all the expenses paid by the expenses paid by the Company therefor (with the Company therefor (with a breakdown between a breakdown between domestic shares and H domestic shares and H shares); shares);
(5) stubs of company bonds; (5) stubs of company bonds; (6) minutes of the shareholders’ (6) minutes of the shareholders’ meeting (for shareholders’ meeting (for shareholders’ inspection only); inspection only);

– 9 –

LETTER FROM THE BOARD

Before amendment	Before amendment	After amendment	After amendment
(7)	the Company’s special	(7)	the Company’s special
	resolutions, the Company’s		resolutions, the Company’s
	latest audited financial		latest audited financial
	statements, reports of		statements, reports of
	directors, accounting firm		directors, accounting firm
	and board of supervisors;		and board of supervisors;
(8)	the latest annual report filed	(8)	the latest annual report filed
	with the State		with the competent
	Administration for Industry		authority of market and
	and Commerce and other		supervision and other
	competent authorities.		competent authorities.

The Company shall make the documents in (1), (3), (4), (6) and (8) above and any other applicable documents available for free inspection by the public and shareholders at the Company’s Hong Kong address as required by the Hong Kong Listing Rules.

(VI) Rights to participate in the distribution of remaining assets of the Company corresponding to the number of shares held in the event of the termination or liquidation of the Company;
(VI) Rights to participate in the distribution of remaining assets of the Company corresponding to the number of shares held in the event of the termination or liquidation of the Company;
(VII) The rights to demand the Company to acquire the shares held by them with respect to shareholders voting against any resolution adopted at the shareholders’ general meeting on the merger or division of the Company;
(VII) The rights to demand the Company to acquire the shares held by them with respect to shareholders voting against any resolution adopted at the shareholders’ general meeting on the merger or division of the Company;
(VIII) Other rights conferred by law, administrative regulations, departmental regulations, listing rules of the place where the shares of Company are listed and the Articles of Association.
(VIII) Other rights conferred by law, administrative regulations, departmental regulations, listing rules of the place where the shares of Company are listed and the Articles of Association.

The Company shall not exercise any power to freeze or otherwise impair any of the rights attaching to any share by reason only that the person or persons who are interested directly or indirectly therein have failed to disclose their interests to the Company.

– 10 –

LETTER FROM THE BOARD

Before amendment Article 67 The external investment, purchase and disposal of assets, external guarantee, consigned financial management, connected transactions and others to be submitted to the shareholders’ general meeting for consideration after consideration and approval by the board of directors are as follows:

(I) When a transaction of the Company (except for provision of guarantees and financial assistance) meets one of the following criteria, it shall be submitted to the general meeting for consideration and approval:
The total assets involved in the transaction account for more than 50% 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;
the operating revenue related to the subject of the 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;
the net profit related to the subject of the 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;
the transaction amount of the transaction (including the debt and expenses) accounts for more than 50% of the Company’s latest audited net assets, with an absolute amount exceeding RMB50 million;

After amendment Article 67 The external investment, purchase and disposal of assets, external guarantee, consigned financial management, connected transactions and others to be submitted to the shareholders’ general meeting for consideration after consideration and approval by the board of directors are as follows:

(I) When a transaction of the Company (except for provision of guarantees and financial assistance) meets one of the following criteria, it shall be submitted to the general meeting for consideration and approval:
The total assets involved in the transaction account for more than 50% 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;
the operating revenue related to the subject of the 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;
the net profit related to the subject of the 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;
the transaction amount of the transaction (including the debt and expenses) accounts for more than 50% of the Company’s latest audited net assets, with an absolute amount exceeding RMB50 million;

– 11 –

LETTER FROM THE BOARD

	Before	amendment			After amendment	After amendment
5.	the profit	derived	from the	5.	the profit	derived	from the
	transaction	accounts	for more		transaction	accounts	for more
	than 50%	of the	Company’s		than 50%	of the	Company’s
	audited net	profit for the latest			audited net	profit for the latest
	accounting	year, with	an absolute		accounting	year, with	an absolute
	amount exceeding RMB5 million.				amount exceeding RMB5 million.

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

For transactions in which the Company receives unilateral benefits, including gifts of assets in cash and debt reduction or relief, etc., the Company may be exempted from fulfilling the review and approval procedures at the shareholders’ general meeting.

When a transaction of the Company only meets the standards as set out in the item 3 or item 5 above, and the absolute value of the earnings per share in the latest financial year of the Company is less than RMB0.05, the Company may be exempted from fulfilling the review and approval procedures at the shareholders’ general meeting.

(II) The following guarantees of the Company (including the guarantee provided to controlling subsidiaries) shall be considered and passed at the shareholders’ general meeting:
(II) The following guarantees of the Company (including the guarantee provided to controlling subsidiaries) shall be considered and passed at the shareholders’ general meeting:
A single guarantee for amount in excess of 10% of the Company’s latest audited net assets;
A single guarantee for amount in excess of 10% of the Company’s latest audited net assets;
Any guarantee provided after the total amount of guarantee to third parties provided by the Company and its controlling subsidiary has exceeded 50% of the Company’s latest audited net assets;
Any guarantee provided after the total amount of guarantee to third parties provided by the Company and its controlling subsidiary has exceeded 50% of the Company’s latest audited net assets;
A guarantee to be provided to a party which has an asset-liability ratio in excess of 70%;
A guarantee to be provided to a party which has an asset-liability ratio in excess of 70%;

– 12 –

LETTER FROM THE BOARD

Before amendment After amendment
1. Guarantee where the amount of 4. Any guarantee provided upon guarantee provided in 12 the total amount of guarantee to consecutive months exceeds 30% third parties provided by the of the Company’s latest audited Company reaching or exceeding total assets; 30% of the Company’s latest audited total assets;
1. Guarantee where the amount of guarantee provided in 12 5. Guarantee where the amount of consecutive months exceeds 50% guarantee provided in 12 of the Company’s latest audited consecutive months exceeds 30% net assets and the absolute of the Company’s latest audited amount exceeds RMB50 million; total assets;
1. Guarantee to be provided to 6. Guarantee where the amount of shareholders, actual controller guarantee provided in 12 and connected parties thereof; consecutive months exceeds 50% of the Company’s latest audited
1. Other guarantees as prescribed by net assets and the absolute stock exchanges or the Articles of amount exceeds RMB50 million; Association.

When the board of directors consider the above guarantees at the board meeting, such guarantees are required to be passed by more than two-thirds of directors attending the board meeting. When the guarantee specified in item 4 above is considered at the shareholders’ general meeting, it shall be passed by more than two-thirds of voting rights held by the shareholders attending the shareholders’ general meeting.

When considering the resolution of providing guarantee to shareholders, actual controller and connected parties thereof at the shareholders’ 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 shareholders’ general meeting to be passed.

7. Guarantee to be provided to shareholders, actual controller and connected parties thereof;

8. Other guarantees as prescribed by stock exchanges or the Articles of Association.

When the board of directors consider the above guarantees at the board meeting, such guarantees are required to be passed by more than two-thirds of directors attending the board meeting. When the guarantees specified in item 4, 5 above are considered at the shareholders’ general meeting, they shall be passed by more than two-thirds of voting rights held by the shareholders attending the shareholders’ general meeting.

– 13 –

LETTER FROM THE BOARD

Before amendment

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 shareholders’ 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 1, 2, 3 and 5 of this Article, they may be exempted from being submitted to the shareholders’ general meeting for consideration.

(III) If the transaction is entered into between the Company and the connected parties as stipulated in the Rules Governing the Listing of Shares on the ChiNext Market of Shenzhen Stock Exchange (except for provision of guarantees) with an amount of more than RMB30 million and representing more than 5% of the latest audited net asset absolute value of the Company, an intermediary that complies with relevant regulations of the CSRC and the stock exchange where the Company’s shares are listed shall be engaged to assess or audit the subject of the transaction, and the transaction shall be submitted to the shareholders’ general meeting for consideration. Connected transactions related to the ordinary course of business of the Company may be exempted from audit or assessment.

After amendment 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 shareholders’ 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 1, 2, 3 and 6 of this Article, they may be exempted from being submitted to the shareholders’ general meeting for consideration.

(III) If the transaction is entered into between the Company and the connected parties as stipulated in the Rules Governing the Listing of Shares on the ChiNext Market of Shenzhen Stock Exchange (except for provision of guarantees) with an amount of more than RMB30 million and representing more than 5% of the latest audited net asset absolute value of the Company, an intermediary that complies with relevant regulations of the CSRC and the stock exchange where the Company’s shares are listed shall be engaged to assess or audit the subject of the transaction, and the transaction shall be submitted to the shareholders’ general meeting for consideration. Connected transactions related to the ordinary course of business of the Company may be exempted from audit or assessment.

– 14 –

LETTER FROM THE BOARD

Before amendment

When the shareholders’ general meeting considers a connected transaction, the connected shareholders shall abstain from voting and shall not exercise the voting right on behalf of other shareholders. The following connected transactions of the Company that take place within 12 consecutive months shall be subject to the aforesaid provisions in accordance with the principle of cumulative calculation:

Transactions entered into with the same connected parties;
Transactions entered into with different connected parties with respect to a certain type of subject.

The same aforesaid connected parties shall include other connected parties controlled by the same entity or having a mutual equity control relationship with the connected parties. Connected transactions whose relevant obligations have been fulfilled in accordance with the first clause of this Article, shall no longer be included in the relevant cumulative calculation scope.

The following transactions entered into between the Company and connected parties may be exempted from submission to the shareholders’ general meeting for consideration:

The Company’s participation in public tenders and public auctions for unspecified targets (excluding restricted methods such as invitations to bid);
Transactions in which the Company receives unilateral benefits, including gifts of assets in cash, debt reduction or relief, guarantees and financing;
The pricing of connected transactions is set by the country;
A connected party provides funds to the Company at an interest rate no higher than the standard interest rate for loans of the same period stipulated by the People’s Bank of China;

After amendment When the shareholders’ general meeting considers a connected transaction, the connected shareholders shall abstain from voting and shall not exercise the voting right on behalf of other shareholders. The following connected transactions of the Company that take place within 12 consecutive months shall be subject to the aforesaid provisions in accordance with the principle of cumulative calculation:

Transactions entered into with the same connected parties;
Transactions entered into with different connected parties with respect to a certain type of subject.

The following transactions entered into between the Company and connected parties may be exempted from submission to the shareholders’ general meeting for consideration:

The Company’s participation in public tenders and public auctions for unspecified targets (excluding restricted methods such as invitations to bid);
Transactions in which the Company receives unilateral benefits, including gifts of assets in cash, debt reduction or relief, guarantees and financing;
The pricing of connected transactions is set by the country;
A connected party provides funds to the Company at an interest rate no higher than the standard interest rate for loans of the same period stipulated by the People’s Bank of China;

– 15 –

LETTER FROM THE BOARD

Before amendment
1. Where the Company provides products and services to directors, supervisors and senior management on the same trading terms as nonconnected parties.
(IV) The transactions entered into between the Company and the connected persons as stipulated in the Hong Kong Listing Rules and the transactions that are not exempt from shareholders’ approval under Chapter 14A of the Hong Kong Listing Rules. For transactions applied to both clauses (III) and (IV) of this Article, the review and approval procedures of shareholders’ general meeting shall be performed in stricter standards by the Company.
(V) The financial assistance provided by the Company shall be considered and approved by shareholders’ general meeting if it falls under any of the following circumstances:
The latest audited asset-liability ratio of the target of financial assistance exceeds 70%;
The amount of a single financial assistance or the aggregated amount of financial assistance provided in 12 consecutive months exceed 10% of the Company’s latest audited net assets;
Other circumstances as provided by stock exchange of the place where the Company’s shares are listed or the Articles of Association.

The target of financial assistance is a controlling subsidiary included in the consolidated financial statements of the Company and owned as to over 50% by the Company, thereby such financial assistance shall be exempted from the provisions mentioned above. The Company shall not provide financial assistance such as funds to its connected parties including directors, supervisors, senior management, controlling shareholders, actual controllers and their controlling subsidiaries.

After amendment
1. Where the Company provides products and services to directors, supervisors and senior management on the same trading terms as nonconnected parties.
(IV) The transactions entered into between the Company and the connected persons as stipulated in the Hong Kong Listing Rules shall be conducted in accordance with the relevant provisions under Chapter 14A of the Hong Kong Listing Rules.

For transactions applied to both clauses (III) and (IV) of this Article, the review and approval procedures of shareholders’ general meeting shall be performed in stricter standards by the Company.

(V) The financial assistance provided by the Company shall be considered and approved by shareholders’ general meeting if it falls under any of the following circumstances: 1. The latest audited asset-liability ratio of the target of financial assistance exceeds 70%;
1. The amount of a single financial assistance or the aggregated amount of financial assistance provided in 12 consecutive months exceed 10% of the Company’s latest audited net assets;
Other circumstances as provided by stock exchange of the place where the Company’s shares are listed or the Articles of Association.

– 16 –

LETTER FROM THE BOARD

Before amendment After amendment
The definitions of “transactions”, The definitions of “transactions”, “connected parties” and “connected “connected parties” and “connected persons” in Article 67 of the Articles of persons” in Article 67 of the Articles of Association are the same as those Association are the same as those defined in the relevant listing rules of defined in the relevant listing rules of stock exchange of the place where the stock exchange of the place where the Company’s shares are listed, among Company’s shares are listed, among which, relevant transactions of which, relevant transactions of “connected parties” and “connected “connected parties” and “connected persons” shall be entered into persons” shall be entered into respectively in accordance with listing respectively in accordance with listing rules of the relevant stock exchanges. rules of the relevant stock exchanges.

Article 141 The methods and procedures to 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.
(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.
(I) the candidates for directors (excluding independent non-executive 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 nonexecutive 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. 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.

(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.

– 17 –

LETTER FROM THE BOARD

Before amendment After amendment
Article 166 Proxy attendance at board Article 166 Proxy attendance at board meetings shall follow the principles below: meetings shall follow the principles below: (I) where related transactions are (I) where related transactions are considered, a non-connected director considered, a non-connected director shall not appoint a connected director shall not appoint a connected director to attend the meeting on his behalf, and to attend the meeting on his behalf, and a connected director shall also not a connected director shall also not accept the appointment of a nonaccept the appointment of a nonconnected director; connected director;
(II) an independent director shall not (II) an independent non-executive director appoint a non-independent director to shall not appoint a non-independent attend the meeting on his behalf, and a non-executive director to attend the non-independent non-executive meeting on his behalf, and a nondirector shall also not accept the independent non-executive director appointment of an independent nonshall also not accept the appointment of executive director; an independent non-executive director;
(III) a director shall not give any other (III) a director shall not give any other director carte blanche to attend the director carte blanche to attend the meeting on his behalf without meeting on his behalf without providing his own opinions and voting providing his own opinions and voting intent on the proposals, and the intent on the proposals, and the relevant director shall also not accept relevant director shall also not accept the carte blanche or any appointment the carte blanche or any appointment not well defined; not well defined;
(IV) one director shall not accept (IV) one director shall not accept appointment by more than two appointment by more than two directors, and a director shall also not directors, and a director shall also not appoint any other director who has appoint any other director who has been appointed by two other directors been appointed by two other directors to attend the meeting on their behalf. to attend the meeting on their behalf.
Article 291 The Articles of Association are Article 291 The Articles of Association are written in Chinese. In case of any written in Chinese. In case of any inconsistency between the Articles and the inconsistency between the Articles and the articles of association in any other language articles of association in any other language or of different version, the latest Chinese or of different version, the latest Chinese version of the Articles of Association version of the Articles of Association approved by and registered with the approved by and registered with the administration for industry and commerce of administration of market and supervision Beijing Economic and Technological of Beijing Economic and Technological Development Zone shall prevail. Development Zone shall prevail.

Save for the proposed amendments, other provisions of the Articles of Association shall remain unchanged. The proposed amendments to the Articles of Association are prepared in Chinese language. In the event of any discrepancy between the English translation and the Chinese version, the Chinese version shall prevail.

The proposed amendments to the Articles of Association are subject to the approval of the special resolution by the Shareholders at the EGM. The Board has resolved to propose a resolution at the EGM to authorise the Board to delegate the management of the Company to handle the approval and filing procedures with relevant regulatory authorities involved in such amendments, and to make adjustments to the wordings of such amendments to the Articles of Association according to opinions of the regulatory authorities.

– 18 –

LETTER FROM THE BOARD

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

In light of the special resolutions to consider and approve the increase in registered capital of the Company and amendments to the Articles of Association under paragraphs 3 and 4 above, an ordinary resolution will be proposed at the EGM to consider and authorise the Board to handle the registration matters in relation to the increase in registered capital and amendments to the Articles of Association.

6. EGM AND PROXY ARRANGEMENT

Notice convening the EGM on Friday, September 23, 2022 at 2:30 p.m., to be held at 6 Tai-He Road, Beijing Economic Technological Development Area, Beijing, the PRC and form of proxy for use at the EGM were despatched by the Company on September 7, 2022 and published and available for downloading on the websites of Hong Kong Stock Exchange at www.hkex.com.hk and of the Company at www.pharmaron.com. To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon an deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company’s H Shares Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 24 hours before the time appointed for the EGM (i.e., not later than 2:30 p.m. on Thursday, September 22, 2022 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending at the EGM if you so wish to attend online. As disclosed in the announcement of the Company dated September 2, 2022, for the purpose of determining the H Shareholders entitled to attend and vote at the EGM, the register of members of the H Shares of the Company has been scheduled to close from Tuesday, September 20, 2022 to Friday, September 23, 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 Tuesday, September 20, 2022 shall be entitled to attend and vote at the EGM.

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 in the manner prescribed under the Listing Rules.

– 19 –

LETTER FROM THE BOARD

7. RECOMMENDATION

The Directors consider that all of the resolutions in relation to (1) proposed appointments of independent non-executive Directors; (2) proposed increase in registered capital; (3) proposed amendments to the Articles of Association; and (4) proposed authorisation for registration of the increase in registered capital and amendments to the Articles of Association, are in the interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM.

ADDITIONAL INFORMATION

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

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

– 20 –

THE BIOGRAPHICAL DETAILS OF MS. LI LIHUA AND MR. ZHOU QILIN

APPENDIX I

Ms. Li Lihua , aged 58, has been a lawyer at Beijing Huamao & Guigu Law Firm (北京市華貿硅谷律師事務所) since October 2017. From March 1996 to March 2017, Ms. Li served as a lawyer at Beijing Yongshen Law Firm (北京市永申律師事務所), Beijing Guangsheng Law Firm (北京市廣盛律師事務所), and Beijing Zhong Yi Law Firm (北京市眾一律師事務所), respectively. From October 2016 to July 2020, Ms. Li served as an independent non-executive director of the Company. Ms. Li obtained her master’s degree in law from Peking University (北京大學) in July 1995.

Mr. Zhou Qilin , aged 65, is an academician of the Chinese Academy of Sciences, professor and doctoral supervisor of Nankai University. Mr. Zhou graduated from the Department of Chemistry of Lanzhou University in 1982. In the same year, he was admitted to the Shanghai Institute of Organic Chemistry, Chinese Academy of Sciences, and obtained his doctor degree in 1987. From 1988 to 1996, he worked as a postdoctoral fellow in East China University of Science and Technology, Max-Planck Institute in Germany, Basel University in Switzerland, and Trinity University in the United States. From 1996 to 1999, Mr. Zhou was an associate professor, professor and doctoral supervisor of East China University of Science and Technology respectively. In 1997, he received the grant from the National Outstanding Youth Fund. In 1999, Mr. Zhou was appointed as the Distinguished Professor of “Chang Jiang Scholars Program” by the Ministry of Education, and is a professor at the School of Chemistry, Nankai University now. Mr. Zhou was elected academician of the Chinese Academy of Sciences in 2009.

Mr. Zhou has long been engaged in the research of organometallic chemistry, organic synthesis, asymmetric catalysis, bioactive compounds and chiral drug synthesis. He developed a new class of chiral spiro catalysts. This kind of catalysts showed excellent catalytic efficiency and enantioselectivity in many asymmetric synthesis reactions, and have been successfully used in the production of chiral drugs. Mr. Zhou has published more than 280 research papers and 16 books and chapters and applied for 15 invention patents. In 2005, he was awarded the Organic Synthesis Creation Award by Organic Chemistry Committee of Chinese Chemical Society. In 2006, Mr. Zhou was awarded the Huang Yaozeng Organometallic Chemistry Award by the Chinese Chemical Society. He won the First Prize of Natural Science in Tianjin twice in 2007 and 2013. In 2012, he was awarded the “Chiral Chemistry Award” by Chinese Chemical Society. In 2018, he won the Future Science Prize Physical Sciences. In 2019, he won the First Prize of National Natural Science. In 2020, he was awarded the title of “National Advanced Worker”.

– 21 –

NOTICE OF THE SECOND 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.

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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

Increase of registered capital.
Amendments to the Articles of Association.

ORDINARY RESOLUTIONS

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.
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.

– EGM-1 –

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2022

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

– EGM-2 –

NOTICE OF THE SECOND 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. 2:00 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.

– EGM-3 –

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2022

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 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.

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.

(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

– EGM-4 –

AI assistant

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

50881_rns_2022-09-07_d0bfc705-c2d2-4e9c-9b33-8737b7699c24.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

(1) PROPOSED APPOINTMENTS OF INDEPENDENT NON-EXECUTIVE DIRECTORS;

(2) PROPOSED INCREASE IN REGISTERED CAPITAL; (3) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;

(4) PROPOSED AUTHORISATION FOR REGISTRATION OF THE INCREASE IN REGISTERED CAPITAL AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND (5) NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2022

CONTENTS

DEFINITIONS

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

(Stock Code: 3759)

(1) PROPOSED APPOINTMENTS OF INDEPENDENT NON-EXECUTIVE DIRECTORS; (2) PROPOSED INCREASE IN REGISTERED CAPITAL; (3) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;

(4) PROPOSED AUTHORISATION FOR REGISTRATION OF THE INCREASE IN REGISTERED CAPITAL AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND (5) NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2022

1. INTRODUCTION

2. PROPOSED APPOINTMENTS OF INDEPENDENT NON-EXECUTIVE DIRECTORS

3. PROPOSED INCREASE IN REGISTERED CAPITAL

4. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before amendment

Before amendment

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

6. EGM AND PROXY ARRANGEMENT

7. RECOMMENDATION

ADDITIONAL INFORMATION

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

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2022

SPECIAL RESOLUTIONS

ORDINARY RESOLUTIONS

CLOSURE OF REGISTER OF MEMBERS

AI assistant

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

50881_rns_2022-09-07_d0bfc705-c2d2-4e9c-9b33-8737b7699c24.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

(1) PROPOSED APPOINTMENTS OF INDEPENDENT NON-EXECUTIVE DIRECTORS;

(2) PROPOSED INCREASE IN REGISTERED CAPITAL; (3) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;

(4) PROPOSED AUTHORISATION FOR REGISTRATION OF THE INCREASE IN REGISTERED CAPITAL AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND (5) NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2022

CONTENTS

DEFINITIONS

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

(Stock Code: 3759)

(1) PROPOSED APPOINTMENTS OF INDEPENDENT NON-EXECUTIVE DIRECTORS; (2) PROPOSED INCREASE IN REGISTERED CAPITAL; (3) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;

(4) PROPOSED AUTHORISATION FOR REGISTRATION OF THE INCREASE IN REGISTERED CAPITAL AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND (5) NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2022

1. INTRODUCTION

2. PROPOSED APPOINTMENTS OF INDEPENDENT NON-EXECUTIVE DIRECTORS

3. PROPOSED INCREASE IN REGISTERED CAPITAL

4. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before amendment

Before amendment

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

6. EGM AND PROXY ARRANGEMENT

7. RECOMMENDATION

ADDITIONAL INFORMATION

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

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2022

SPECIAL RESOLUTIONS

ORDINARY RESOLUTIONS

CLOSURE OF REGISTER OF MEMBERS

More from Pharmaron Beijing Co., Ltd

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

**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**