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Pharmaron Beijing Co., Ltd — Proxy Solicitation & Information Statement 2023
May 25, 2023
50881_rns_2023-05-25_2ba6bce5-ba5a-4f9f-ba98-533a61707dd7.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 notice, 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 notice.
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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 SHARE CLASS MEETING OF 2023
NOTICE IS HEREBY GIVEN THAT the first H Share Class Meeting of 2023 (the “ H Share 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 Juyuan Hall, 5/F, Block A, Zhaolin Plaza, No. 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 to be held on Wednesday, June 21, 2023 at 1:30 p.m. for the purposes of considering and, if deemed appropriate, approving the following resolutions. In this notice, unless the context otherwise requires, capitalized terms and used herein shall have the same meanings as defined in the Company’s circular (the “ Circular* ”) dated May 25, 2023.
SPECIAL RESOLUTIONS
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(Subject to the passing of resolution no. 2 below) 2022 Profit Distribution Plan.
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(Subject to the passing of resolution no. 1 above) Proposed Grant of the 2022 Convertible Bonds-Related Specific Mandate to Issue Additional Conversion Shares.
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2023 A Share Incentive Scheme (Draft) and its summary.
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Assessment Management Measures for the Implementation of the 2023 A Share Incentive Scheme.
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Authorization to the Board to handle matters pertaining to the 2023 A Share Incentive Scheme.
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Increase in registered capital.
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Repurchase and Cancellation of Part of the Restricted A Shares granted under the 2019 A Share Incentive Scheme.
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(Subject to the passing of resolution no. 7 above) Reduction of Registered Capital.
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Proxy Form for the Solicitation of Voting Rights by Independent Non-Executive Directors (“Independent Director’s Proxy Form”)
Pursuant to the Management Measures for Share Incentives of Listed Companies (《上市 公司股權激勵管理辦法》) (“ Management Measures ”), the independent non-executive directors of a listed company shall solicit voting rights from all shareholders of the company in the event of the proposed adoption of a share option scheme by such company. Hence, you shall appoint Ms. Li Lihua as your proxy to vote for you and on your behalf on the resolutions regarding the 2023 A Share Incentive Scheme and the related matters, which include the proposed adoption of 2023 A Share Incentive Scheme, the proposed adoption of the Assessment Management Measures for the implementation of the 2023 A Share Incentive Scheme and the proposed authorization to the Board to handle matters pertaining to the 2023 A Share Incentive Scheme at the H Share Class Meeting. In accordance with the latest Management Measures, you shall also appoint Ms. Li Lihua as your proxy to vote for you and on your behalf on other resolutions at the H Share Class Meeting. The solicitation is intended to provide shareholders of such listed company with an alternative approach to participation in general meetings, so as to encourage them to vote on the resolution in respect of the adoption of a share option scheme. Pursuant to the Management Measures and the authorization of other Independent NonExecutive Directors, Ms. Li Lihua, an Independent Non-executive Director, has sent out an Independent Director’s Proxy Form to solicit voting rights from the Shareholders.
Should you wish to appoint Ms. Li Lihua as your proxy to vote for you and on your behalf on the resolutions regarding (i) the 2023 A Share Incentive Scheme and the related matters and, as you may think fit, (ii) other resolutions at the H Share Class Meeting, please complete and return the Independent Director’s Proxy Form to Tricor Investor Services Limited, the H share registrar of the Company, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, by hand or by post, no later than 24 hours before the time appointed for holding the H Share Class Meeting or any adjournment thereof.
In addition, if you wish to appoint persons other than Ms. Li Lihua as your proxy to vote for you and on your behalf on all resolutions at the H Share Class Meeting, you may complete and return the form of proxy only and disregard the Independent Director’s Proxy Form.
Please note that if you have completed and returned both the form of proxy and the Independent Director’s Proxy Form, but have given inconsistent voting instructions on the resolutions concerned between the form of proxy and the Independent Director’s Proxy Form, your voting instructions given in the last form of proxy duly signed by you will be counted as your vote for or against the resolutions or abstain from voting on the resolutions concerned. If the signing time of such form of proxy cannot be ascertained, the last form of proxy duly received shall prevail. You cannot vote multiple times on the same resolution. In the event of multiple votes being cast on the same resolution (through on-site voting, proxy voting, and/ or online voting), the vote that was cast in the first instance will be counted as your vote for or against the resolutions or abstain from voting on the resolutions concerned.
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CLOSURE OF REGISTER OF MEMBERS
H Shareholders who intend to attend the H Share Class Meeting are required to deposit the share certificates accompanied by relevant transfer documents at the Company’s H Shares Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Thursday, June 15, 2023. H Shareholders whose names appear on the register of members of the Company on Friday, June 16, 2023 shall be entitled to attend and vote at the H Share Class Meeting. The register of members of the Company will be closed from Friday, June 16, 2023 to Wednesday, June 21, 2023 (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 May 25, 2023
As at the date of this notice, 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; Ms. Li Lihua, Mr. Zhou Qilin, Mr. Tsang Kwan Hung Benson and Mr. Yu Jian as independent non-executive Directors.
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Notes:
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(1) All votes of resolutions at the H Share 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.
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(2) Any shareholders entitled to attend and vote at the H Share Class Meeting can appoint one or more proxies to attend and vote at the H Share 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.
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(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, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 24 hours before the time appointed for holding the H Share Class Meeting (i.e. 1:30 p.m. on Tuesday, June 20, 2023 (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.
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(4) Shareholders shall produce their identification documents when attending the H Share Class Meeting.
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(5) If a proxy attends the H Share 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 Share 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.
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(6) The H Share Class Meeting is expected to last for half a day. Shareholders who attend the H Share Class Meeting (in person or by proxy) shall bear their own traveling, accommodation and other expenses.
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(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
- (8) Further details of the resolutions are set out in the Circular in relation to, among others the proposed adoption of the 2023 A Share Incentive Scheme (Draft) and its summary.
* For identification purposes only
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