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Pharmaron Beijing Co., Ltd — Proxy Solicitation & Information Statement 2023
May 25, 2023
50881_rns_2023-05-25_cd06305f-f60a-4069-b34e-02d533001be6.pdf
Proxy Solicitation & Information Statement
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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)
Proxy Form for the Solicitation of Voting Rights by Independent Non-Executive Director (“Independent Director’s Proxy Form”) for the First H Share Class Meeting of 2023
Number of H shares to which this form of proxy relates [(Note][1)]
I/We [(Note][2)] (name) of (address) being(康龍化成the registered(北京)新藥技術股份有限公司holder(s) of ) (the “ Company ”) hereby confirm as the (Note appointing 3) H Sharespartyof RMB1.00that I/we have,each inpriorthe shareto signingcapitalthisof IndependentPharmaron BeijingDirector’sCo.,ProxyLtd. Form, read carefully the full text of the report on the public solicitation of voting rights by the independent non-executive Director of the Company prepared by the soliciting(the “ H Share party Class for the Meeting* current”)solicitationor at any adjournmentof voting rightsthereofpublishedto be heldon Mayon Wednesday,25, 2023, theJunenotice21,convening2023 at 1:30thep.m.FirstatHJuyuanShare ClassHall, Meeting5/F, Blockof A,2023Zhaolinof thePlaza,CompanyNo. 19 Ronghua Middle Road, Beijing Economic and Technological Development Area, Daxing District, Beijing, the PRC after the conclusion of the Annual General Meeting of 2022 and other relevant documents, and have been sufficiently informed about details relating to the current solicitation of voting rights. I/we have the right to, at any time prior to on-site registration at the meeting, revoke my/our appointment of the soliciting party as proxy under this Independent Director’s Proxy Form or to amend the contents of this Independent Director’s Proxy Form in accordance with procedures specified in the report on the public solicitation of voting rights by the independent non-executive Director.
Unless otherwise stated, capitalized terms used herein shall have the same meanings as defined in the Notice of the First H Share Class Meeting of 2023 dated May 25, 2023.
As the appointing party, I/we hereby appoint Ms. Li Lihua, the independent non-executive Director, as my/our proxy to attend the H Share Class Meeting (and any adjournment thereof) and to exercise voting rights in respect of the following matters to be considered at the H Share Class Meeting in accordance with instructions stipulated in this Independent Director’s Proxy Form.
youMy/ourwishvotingyour directionsvote(s) to beforcastthe [(Note] matters [4)] : in respect of which voting rights are being solicited are as follows, please tick (“�”) the appropriate boxes to indicate how
| SPECIAL RESOLUTIONS(Note A) | SPECIAL RESOLUTIONS(Note A) | FOR(Note 5) | AGAINST(Note 5) | ABSTAIN(Note 5) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. | (Subject to the passing of resolution no. 2 below) 2022 Profit Distribution Plan. | |||||||||
| 2. | (Subject to the passing of resolution no. 1 above) Proposed Grant of the 2022 | |||||||||
| Convertible Bonds-Related Specific Mandate to Issue | Additional Conversion | |||||||||
| Shares. | ||||||||||
| 3. | 2023 A Share Incentive Scheme (Draft) and its summary. | |||||||||
| 4. | Assessment Management Measures for the Implementation of the 2023 A Share | |||||||||
| Incentive Scheme. | ||||||||||
| 5. | Authorization to the | Board to handle matters pertaining to the 2023 A Share | ||||||||
| Incentive Scheme. | ||||||||||
| 6. | Increase in Registered Capital. | |||||||||
| 7. | Repurchase and Cancellation of Part of the Restricted | A Shares granted under | ||||||||
| the 2019 A Share Incentive Scheme. | ||||||||||
| 8. | (Subject to the passing of resolution no. 7 above) Reduction of Registered | |||||||||
| Capital. |
Note A: Unless otherwise specified, capitalized terms used herein shall have the same meanings as those defined in the circular dated May 25, 2023.
Date: Signature of Shareholder(s) [(Note][5)] :
Notes:
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Please insert the number of shares registered in your name(s) to which this proxy form relates. If a number is inserted, this Independent Director’s Proxy Form will be deemed to relate only to those shares. If no number is inserted, the Independent Director’s Proxy Form will be deemed to relate to all shares registered in your name(s) (whether alone or jointly with others).
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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.
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Please insert the number of shares of the Company registered in your name(s) and delete as appropriate.
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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 independent director 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 independent director is entitled, in relation to that particular proposed resolution, to vote or abstain at his/her discretion. An independent director will also be entitled to vote at his/her discretion on any resolution properly put to the H Share Class Meeting other than those set out in the notice convening the H Share Class Meeting.
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This Independent Director’s Proxy Form 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.
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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.
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To be valid, this Independent Director’s Proxy Form and, if such proxy form 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, Tricor Investor Services Limited at 17/F Far East Finance Centre,16 Harcourt Road, Hong Kong not less than 24 hours before the time for holding of the H Share Class Meeting (i.e. before 1:30 p.m. on Tuesday, June 20, 2023) or not less than 24 hours before the holding of any adjournment thereof.
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Completion and delivery of this Independent Director’s Proxy Form will not preclude you from attending and voting at the H Share Class Meeting or any adjournment thereof if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.
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Shareholders or his/her proxy(ies) shall produce their identification documents when attending the H Share Class Meeting in person or by proxy.
* For identification purposes only