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Pharmaron Beijing Co., Ltd — Proxy Solicitation & Information Statement 2024
Nov 27, 2024
50881_rns_2024-11-27_8f540095-c8f1-4c86-930e-51349786a65f.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.
康宏化成
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 2024
NOTICE IS HEREBY GIVEN THAT the Second Extraordinary General Meeting of 2024 (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 on Wednesday, December 18, 2024 at 2:30 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 November 27, 2024.
ORDINARY RESOLUTIONS
- Proposed Change in Board Composition.
- Proposed Amendments to the Independent Non-executive Directors Working Policy.
SPECIAL RESOLUTIONS
- Proposed Cancellation of Repurchased A Shares and Reduction of Registered Capital.
- Proposed Amendments to the Articles of Association.
CLOSURE OF REGISTER OF MEMBERS
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, 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, December 12, 2024. H Shareholders whose names appear on the register of members of the Company on Friday, December 13, 2024 shall be entitled to attend and vote at the EGM. The register of members of the Company will be closed from Friday, December 13, 2024 to Wednesday, December 18, 2024 (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
November 27, 2024
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. Hu Baifeng and Mr. Li Jiaqing as non-executive Directors; Ms. Li Lihua, Mr. Tsang Kwan Hung Benson and Mr. Yu Jian as independent non-executive Directors.
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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, 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 EGM (i.e. 2:30 p.m. on Tuesday, December 17, 2024 (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) The EGM is expected to last for half a day. Shareholders who attend the EGM (in person or by proxy) shall bear their own traveling, accommodation and other expenses.
(7) The contact of the Company:
Pharmaron Beijing Co., Ltd. (康龍化成(北京)新藥技術股份有限公司)
Address: 6 Tai-He Road, Economic Technological Development Area, Beijing, the PRC
Postal Code: 100176
Tel: 86 010-57330087
Contact Person: LI Shing Chung Gilbert
Fax: 86 010-57330087