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Pharmaron Beijing Co., Ltd Proxy Solicitation & Information Statement 2024
50881_rns_2024-11-27_5081b734-c433-4d73-884f-3e33197c3166.pdf
Proxy Solicitation & Information Statement
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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.
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 CHANGE IN COMPOSITION OF THE BOARD;
(2) PROPOSED AMENDMENT TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY;
(3) PROPOSED CANCELLATION OF REPURCHASED A SHARES AND REDUCTION OF REGISTERED CAPITAL;
(4) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND
(5) NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2024 AND SECOND H SHARE CLASS MEETING OF 2024
A letter from the Board is set out on pages 3 to 7 of this circular. Notices convening the EGM on Wednesday, December 18, 2024 at 2:30 p.m., and after the conclusion of the EGM and the A Share Class Meeting, the H Share Class Meeting of the Company to be held at 6 Tai-He Road, Economic Technological Development Area, Beijing, the PRC are set out in this circular. This circular will be despatched with the form(s) of proxy by the Company on Wednesday, November 27, 2024 and also published and be available for downloading on the websites of The Stock Exchange of Hong Kong Limited (http://www.hkexnews.hk) and of the Company (www.pharmaron.com).
Whether or not you are able to attend the EGM and the H Share Class Meeting, please complete and sign the form(s) of proxy for use at the EGM and the H Share Class Meeting in accordance with the instructions printed thereon and return it to the Company's H Shares Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, 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 and the H Share Class Meeting or any adjournment thereof. Completion and return of the form(s) of proxy will not preclude you from attending and voting in person at the EGM and the H Share Class Meeting or any adjournment thereof (as the case may be) if you so wish.
Reference to times and dates in this circular are to Hong Kong local times and dates.
November 27, 2024
CONTENTS
Page
Definitions 1
Letter from the Board 3
Appendix I – Independent Non-executive Directors Working Policy 8
Notice of the Second Extraordinary General Meeting of 2024 25
Notice of the Second H Share Class Meeting of 2024 28
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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 which are listed on the Shenzhen Stock Exchange
“A Share Class Meeting”
the 2024 second class meeting of A Shareholders to be held on Wednesday, December 18, 2024
“Articles of Association”
the articles of association of the Company, as amended, modified or otherwise supplemented from time to time
“Board” or “Board of Directors”
the board of Directors of the Company
“Class Meetings”
the A Share Class Meeting and the H Share Class Meeting
“Company”
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, the A Shares of which are listed on the Shenzhen Stock Exchange (stock code: 300759) and the H Shares of which are listed on the Hong Kong Stock Exchange (stock code: 3759)
“Director(s)”
directors of the Company
“Extraordinary General Meeting” or “EGM”
the extraordinary general meeting of the Company to be held on Wednesday, December 18, 2024 at 2:30 p.m. or any adjournment thereof, the notice of which is set out on pages 25 to 27 in this circular
“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 Share Class Meeting”
the 2024 second class meeting of H Shareholders to be held after the conclusion of the EGM and the A Share Class Meeting on Wednesday, December 18, 2024, the notice of which is set out on pages 28 to 30 in this circular
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| DEFINITIONS | |
|---|---|
| “H Shares Registrar” | Tricor Investor Services Limited, the H Shares registrar of the Company |
| “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 |
| “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 |
LETTER FROM THE BOARD
7
康龙化成
PHARMARON
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. Hu Baifeng
Mr. Li Jiaqing
Independent non-executive Directors:
Ms. Li Lihua
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
November 27, 2024
To the Shareholders:
Dear Sir/Madam,
(1) PROPOSED CHANGE IN COMPOSITION OF THE BOARD;
(2) PROPOSED AMENDMENT TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY;
(3) PROPOSED CANCELLATION OF REPURCHASED A SHARES AND REDUCTION OF REGISTERED CAPITAL;
(4) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND
(5) NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2024 AND SECOND H SHARE CLASS MEETING OF 2024
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 Wednesday, December 18, 2024 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 Wednesday, November 27, 2024 and published and available for downloading on the websites of the Stock Exchange at www.hkex.com.hk and that of the Company at www.pharmaron.com.
LETTER FROM THE BOARD
2. PROPOSED CHANGE IN COMPOSITION OF BOARD COMMITTEE
Reference is made to the announcement of the Company dated November 27, 2024 in relation to, among other things, the resignation of Mr. Zhou Qilin (“Mr. Zhou”) from his position as an independent non-executive Director and member of the strategy committee of the Board.
In light of Mr. Zhou’s resignation, the current composition of the Board as well as the performance of roles by each member, and in order to improve operational efficiency, the Board has resolved that an ordinary resolution is proposed at the EGM to consider and approve revision of the proposed composition of the Board to eight Directors in total, consisting of three executive Directors, two non-executive Directors and three independent non-executive Directors (the “Change in Board Composition”).
3. PROPOSED AMENDMENT TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY
In light of Mr. Zhou’s resignation, the Board has resolved to amend the Independent Non-executive Directors Working Policy of the Company in accordance with the Articles of Association and the latest requirements to reflect the proposed change in board composition. An ordinary resolution is being proposed at the EGM to consider and approve the proposed amendment to the Independent Non-executive Directors Working Policy, the full text of which is set out in Appendix I to this circular (the “Amendments to the Independent Non-executive Directors Working Policy”).
4. PROPOSED CANCELLATION OF REPURCHASED A SHARES AND REDUCTION OF REGISTERED CAPITAL
References are made to the announcements of the Company dated April 25, 2024 and July 26, 2024 in relation to, among other things, the repurchase of A shares through centralized price bidding by the Company and the results of the repurchase of A Shares.
During the repurchase period, the Company had repurchased an aggregate of 9,608,288 A Shares through bidding on the Shenzhen Stock Exchange. As of July 25, 2024, the repurchase period of the Company’s share repurchase plan has expired. The Company intends to, subject to approval at the EGM and relevant class meeting, proceed with the cancellation procedures of the repurchased A Shares, to reduce the Company’s registered capital and to amend the Articles of Association accordingly.
Upon completion of the proposed cancellation of the 9,608,288 repurchased A Shares (the “Cancellation of Repurchased A Shares”) and the reduction of registered capital by RMB9,608,288 (the “Reduction of Registered Capital”), it is expected that the total issued share capital of the Company will reduce from 1,787,394,297 shares (consisting of 1,485,857,172 A Shares and 301,537,125 H Shares) to 1,777,786,009 shares (consisting of 1,476,248,884 A Shares and 301,537,125 H Shares), and the total registered share capital will reduce from RMB1,787,394,297 to RMB1,777,786,009.
LETTER FROM THE BOARD
5. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
In light of the proposed change in composition of board committee as well as the proposed cancellation of repurchased A Shares and reduction of registered capital, the Board has resolved and approved, among others, the following amendments (collectively, the "Amendments to the Articles of Association") to the relevant provisions of the Articles of Association accordingly:
| Before amendments | After amendments |
|---|---|
| Article 6 The registered capital of the Company is RMB1,787,394,297. | Article 6 The registered capital of the Company is RMB1,777,786,009. |
| Article 20 The shareholding structure of the Company is 1,787,394,297 ordinary shares, including 1,485,857,172 shares held by holders of A Shares, and 301,537,125 shares held by holders of H shares. | Article 20 The shareholding structure of the Company is 1,777,786,009 ordinary shares, including 1,476,248,884 shares held by holders of A Shares, and 301,537,125 shares held by holders of H shares. |
| Article 118 The board of directors shall consist of nine (9) directors, including three (3) executive directors, two (2) non-executive directors and four (4) independent non-executive directors, and board of directors shall have a chairman. | Article 118 The board of directors shall consist of eight (8) directors, including three (3) executive directors, two (2) non-executive directors and three (3) independent non-executive directors, and board of directors shall have a chairman. |
The proposed Amendments to the Articles of Association above are ultimately subject to the results approved by relevant market regulatory authorities.
Prior to the proposed Amendments to the Articles of Association being approved by way of special resolution at the EGM, the existing Articles of Association shall remain valid.
Save for the proposed Amendments to the Articles of Association, 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 Board is of the view that the proposed Amendments to the Articles of Association will not compromise the Board's ability to perform its usual duties and responsibilities. The Board remains committed to maintaining high standards of corporate governance and will continue to comply with the requirements set out in the Listing Rules.
LETTER FROM THE BOARD
The Board has resolved to propose a resolution at the EGM to authorize the legal representative of the Company and their authorized persons 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 (if applicable).
For further details, please refer to the Company’s announcement dated November 27, 2024.
6. EGM, THE CLASS MEETINGS AND PROXY ARRANGEMENT
Notices convening the EGM and the H Share Class Meeting of the Company to be held on Wednesday, December 18, 2024 at 2:30 p.m., to be held at 6 Tai-He Road, Economic Technological Development Area, Beijing, the PRC and two forms of proxy for use at the EGM and the H Share Class Meeting of the Company was despatched by the Company on Wednesday, November 27, 2024 and published and that 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 forms of proxy must be completed and signed in accordance with the instructions printed thereon and 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, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, 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 Tuesday, December 17, 2024 (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 and voting at the EGM and the H Share Class Meeting of the Company if you so wish.
7. CLOSURE OF REGISTER OF MEMBERS
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 Friday, December 13, 2024 to Wednesday, December 18, 2024 (both days inclusive), during which period no transfer of H Shares will be registered. 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.
8. VOTING BY POLL
According to Rule 13.39(4) of the Listing Rules, apart from certain exceptions, any vote of Shareholders at a general meeting must be taken by poll.
On a poll, every Shareholder present in person or by proxy (or being a corporation by its duly authorized representative) shall have one vote for each Share registered in his/her name in the register of members. A Shareholder entitled to more than one vote needs not use all his/her votes or cast all the votes he/she has in the same manner.
An announcement on the poll results will be published by the Company after the EGM and the H Share Class Meeting in the manner prescribed under the Listing Rules.
LETTER FROM THE BOARD
9. RECOMMENDATION
The Board considers that all resolutions set out in the Notice of EGM and the Notices of the Class Meetings are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that the Shareholders vote in favor of the resolutions set out in the Notice of EGM and the Notices of the Class Meetings.
ADDITIONAL INFORMATION
Your attention is also drawn to the additional information set out in the “Notice of the Second Extraordinary General Meeting of 2024” and “Notice of the Second H Share Class Meeting of 2024” to this circular.
Yours faithfully,
For and on behalf of the Board
Dr. Lou Boliang
Chairman
November 27, 2024
APPENDIX I
INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY
PHARMARON BEIJING CO., LTD.
Independent Non-executive Directors Working Policy
Chapter 1 General Provisions
Article 1 Independent Non-executive Directors Working Policy (these “Rules”) is formulated in accordance with the Company Law of the People’s Republic of China (中華人民共和國公司法) (the “Company Law”), China Securities Regulatory Commission (“CSRC”), the listing rules of the stock exchange where shares in the Company are listed (including but not limited to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (香港聯合交易所有限公司證券上市規則) (the “Listing Rules”)) and the Articles of Association of Pharmaron Beijing Co., Ltd. (the “Articles of Association”) for the purpose of improving the governance structure of Pharmaron Beijing Co., Ltd. (the “Company”), regulating the operation of the Company, better safeguarding the overall interests of the Company and protecting the legitimate rights and interests of all the shareholders, especially minority shareholders.
Article 2 An independent non-executive director is a director who does not hold any position in the Company other than as an independent non-executive director and who has no direct or indirect interest relationship with the Company or any of its majority shareholders or actual controller or other who may interfere with the independent non-executive director’s independent and objective judgment.
Independent non-executive directors shall perform their duties independently and shall not be influenced by the Company or its major shareholders, actual controllers or other entities or individuals.
The independent non-executive directors bear the obligations of loyalty and diligence to the Company and all shareholders, and shall conscientiously perform their duties in accordance with the laws, administrative regulations, the provisions of the CSRC, the listing rules of the stock exchange where the Company’s shares are listed and the provisions of the Articles of Association, play the role of participating in decision-making, supervision and checks and balances, professional consultation in the board of directors (the “Board”), and safeguard the overall interests of the Company. Protect the legitimate rights and interests of minority shareholders.
Article 3 The Company shall have four three independent non-executive directors. In case of any change to the number of directors as required by the Articles of Association, the Independent non-executive directors shall represent not less than one-third of the members of the Board or at least three, whichever is higher, and shall include at least one accounting/finance professional.
The Company shall establish an audit committee in the Board. The Audit Committee shall be composed of directors who are not members of the senior management of the Company, of whom more than half shall be independent non-executive directors, and the convener shall be an accounting/financial professional among the independent non-executive directors.
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APPENDIX I
INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY
The Company shall set up special committees for nomination, remuneration and assessment, and strategy in the Board as required. More than half of the members of the Nomination Committee and the Remuneration and Appraisal Committee shall be independent non-executive directors, who shall act as the convener.
Chapter 2 Qualifications of Independent Non-executive Directors
Article 4 Independent non-executive directors must remain independent. None of the following persons shall serve as independent non-executive directors of the Company:
(I) A person who holds a position in the Company or any of its subsidiary, or any immediate relative and major social relation of such person;
(II) A nature person who directly or indirectly holds at least 1% of issued shares in the Company or is among the top ten shareholders of the Company, or any immediate relative of such shareholder;
(III) Any employee of any corporate shareholder that directly or indirectly holds at least 5% of issued shares in the Company or is among the top five corporate shareholders of the Company, and any immediate relative of such employee;
(IV) Any person who holds a position in units of the controlling shareholders or de facto controllers of the Company or any subsidiaries thereof, or any immediate relative of such person;
(V) Any person who provides financial, legal or advisory services to the Company and its controlling shareholders or de facto controllers or their respective subsidiaries, including but not limited to project team members of the intermediary providing the service, all levels of review personnel, personnel who signed the report, partners and principals;
(VI) Persons who hold positions in units that have significant business transactions with the Company and its controlling shareholders and de facto controllers or their respective subsidiaries, or persons who hold positions in units of controlling shareholders of those units that involved in significant business transactions;
(VII) Any person who falls into any of the above six categories during the latest twelve months; or
(VIII) Any other person as provided by applicable laws and regulations, normative documents, business rules of the stock exchanges, the Articles of Association and the securities regulators of the places where shares in the Company are listed.
APPENDIX I
INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY
In the foregoing paragraphs, “affiliated enterprise” refers to an enterprise directly or indirectly controlled by a relevant entity; “major social relation of a person” refers to any of the siblings, parents-in-law or children-in-law of such person, any of the spouses of such person’s siblings, any of such person’s spouse’s siblings, etc.; “significant business transactions” refers to the matters to be submitted to the general meeting for consideration according to the listing rules of the Shenzhen Stock Exchange or requirements of the Articles of Association, or other major matters defined by the Shenzhen Stock Exchange; “holding positions” refers to serving as directors, supervisors, senior managers and other personnel.
The independent non-executive directors shall conduct self-inspection on the independence every year and submit the self-inspection results to the Board. The Board shall evaluate the independence of the incumbent independent non-executive directors and issue special opinions every year, which shall be disclosed together with the annual report.
Article 5 An independent non-executive director of the Company shall:
(I) Be qualified as a director of the Company in accordance with applicable laws, regulations and other relevant provisions (including the requirement of independence under Chapter 3 of the Listing Rules);
(II) Having the independence requirements stipulated by laws, regulations, the CSRC, the listing rules of the stock exchange where the Company’s shares are listed, the Articles of Association and this system;
(III) Have at least five years of legal, accounting, or economic work experience necessary to perform the duties of an independent non-executive director;
(IV) Having the basic knowledge of the operation of listed companies and being familiar with relevant laws, regulations and rules;
(V) have good personal character, and there is no bad record of major dishonesty;
(VI) Other conditions stipulated by laws, regulations, the CSRC, the listing rules of the stock exchange where the company’s shares are listed, the Articles of Association and this system.
In assessing the independence requirements in Chapter 3 of the Listing Rules as set out in the preceding paragraph, the Hong Kong Stock Exchange will take into account the following factors, each of which is not necessarily conclusive, except that the independence of a director may be more likely to be challenged if:
(I) The director has obtained any interest in securities of the listed issuer from a core connected person (as defined in the Listing Rules) or the listed issuer itself by way of gift or other financial assistance. However, subject to the Listing Rules, he will still be regarded as an independent director if he receives any interest in shares or securities of the listed issuer or its subsidiaries (but not Core Connected Persons) as part of his director’s fee or pursuant to a share scheme in accordance with Chapter 17 of the Listing Rules;
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APPENDIX I
INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY
(II) That director is or has been a director, partner or principal of, or an employee of, a professional adviser who is or has been involved in the provision of services to the following companies/persons:
A. The listed issuer, its holding company or any of their respective subsidiaries or core connected persons; or
B. Any person who has been a controlling shareholder of the listed issuer or, if the issuer has no controlling shareholder, a chief executive or director (other than an independent non-executive director) of the listed issuer, or any of his close associates, in the two years preceding the date of the proposed appointment of such person as an independent non-executive director;
(III) That director has or has had a material interest in any of the principal business activities of the listed issuer, its holding company or any of their respective subsidiaries, either now or within one year before the date of his proposed appointment as an independent non-executive director; Or is involved or has been involved in a material commercial transaction with the listed issuer, its holding company or their respective subsidiaries or with any core connected person of the listed issuer;
(IV) The director serves on the Board for the purpose of protecting an entity whose interests are different from those of the shareholders as a whole;
(V) The director has been connected with a director, chief executive or substantial shareholder of the listed issuer for the time being or within two years prior to the date of his proposed appointment as an independent non-executive director¹;
(VI) The director is (or has been within two years prior to the date on which he is proposed to be appointed as a director) a listed issuer, Is an executive or director (other than an independent non-executive director) of its holding company or any of its respective subsidiaries or any core connected person of the listed issuer; “executive” includes any person who holds managerial responsibility within the Company and any person who holds the position of Company; and
(VII) The director is financially dependent on the listed issuer, its holding company or any of their respective subsidiaries, or a core connected person of the listed issuer.
¹ Any person cohabiting as a spouse with, and any child, step-child, parent, step-parent, brother, sister, step-brother and step-sister of, a director, the chief executive or a substantial shareholder of the listed issuer is, for the purpose of rule 3.13(6), considered to be connected with that director, chief executive or substantial shareholder. A father-in-law, mother-in-law, son-in-law, daughter-in-law, grandparent, grandchild, uncle, aunt, cousin, brother-in-law, sister-in-law, nephew and niece of a director, the chief executive or a substantial shareholder of the listed issuer may in some circumstances also be considered to be so connected. In such cases, the listed issuer will need to provide the Exchange with all relevant information to enable the Exchange to make a determination.
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APPENDIX I
INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY
Article 6 In principle, an independent non-executive director shall serve as an independent director/independent non-executive director in no more than three domestic listed companies (including the Company) and no more than seven companies listed on any stock exchange (including the Company), and shall ensure that he has sufficient time and energy to effectively perform his duties as an independent non-executive director.
Chapter 3 Nomination, Election and Replacement of Independent Non-executive Directors
Article 7 Independent non-executive directors shall be elected or replaced by the general meeting. The term of office of independent non-executive directors shall be three years. Independent non-executive directors may serve consecutive terms if re-elected upon expiry of their terms of office, but such consecutive terms of office shall not exceed six years.
The Board, the Supervisory Committee, and shareholders who individually or jointly hold at least 1% of issued shares in the Company shall have the right to nominate candidates for independent non-executive directors. The aforesaid nominators shall not nominate any person who has an interest relationship with them or any other person who has a close relationship with them that may affect their independent performance of duties as an independent non-executive director candidate.
Investor protection institutions established in accordance with the law may publicly request shareholders to entrust them to exercise the right to nominate independent non-executive directors on their behalf.
Before nominating an independent non-executive director, the nominator shall obtain the consent of the nominee. The nominator shall know sufficiently about the occupation, educational background, professional title, detailed work experience and all the concurrent positions of the nominee and whether there is any bad record such as major dishonesty, and shall express an opinion on the eligibility and independence of the nominee for serving as independent non-executive director. The nominee shall make a public statement on his/her independence and other conditions for acting as an independent non-executive director. When announcing the general meeting for the election of independent non-executive directors, the information relating to the candidates for independent non-executive directors (including but not limited to the nominators' statements, the nominees' statement and profiles, other information required under B.3.4 of the Corporate Governance Code in Appendix 14 to the Listing Rules) shall be disclosed in an appropriate form in accordance with the laws and other rules applicable to the Company.
The Nomination Committee shall review the qualifications of the nominees and form clear review opinions.
APPENDIX I
INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY
Article 8 An independent non-executive director candidate nominated in the capacity of an accounting professional shall have extensive accounting expertise and experience, and shall meet at least one of the following conditions in addition to the relevant requirements under Article 3.10 (2) of the Listing Rules:
(I) Having the qualification of certified public accountant;
(II) Having a senior professional title in accounting, auditing or financial management;
(III) Having a senior professional title in economic management and more than five years of full-time work experience in accounting, auditing or financial management.
Article 9 The Company shall, prior to the convening of the shareholders' general meeting for the election of independent non-executive directors, submit the Statements and Undertakings of Nominees of Independent Directors, Statements and Undertakings of Candidates for Independent Directors, Resumes of Candidates for Independent Directors and other relevant materials to the stock exchange where the shares of the Company are listed, and disclose the relevant statements and undertakings and the review opinions of the Nomination Committee. And ensure that the contents of the announcement are true, accurate and complete. Where the Board has any objection to the relevant information of the candidate for independent non-executive director, the written opinions of the Board shall be submitted at the same time.
In the event that the candidate for independent non-executive director fails to meet the qualifications for appointment as an independent non-executive director or the requirements for independence, the stock exchange where the shares of the Company are listed may raise an objection to the qualifications for appointment and independence of the candidate for independent non-executive director, and the Company shall make a timely disclosure.
When the Company convenes a shareholders' general meeting to elect an independent non-executive director, the Board shall explain whether the independent non-executive director candidate is objected by the stock exchange where the shares of the Company are listed. The Company shall not submit the candidates for independent non-executive directors to the shareholders' general meeting for election if the stock exchange where the shares of the Company are listed raises any objection. If the proposal has been submitted to the general meeting of shareholders for deliberation, the proposal shall be cancelled.
Article 10 Where the shareholders' general meeting of the Company elects more than two independent non-executive directors, the cumulative voting system shall be adopted. The votes of minority shareholders shall be counted separately and disclosed.
Article 11 Independent non-executive directors shall attend meetings of the Board in person. If an independent non-executive director is unable to attend a meeting of the Board in person, such director shall review the meeting materials in advance, form a clear opinion and
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APPENDIX I
INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY
appoint another independent non-executive director to attend the meeting on his or her behalf. If any matter is to be voted on at the meeting, the absent independent non-executive director shall specify in the proxy his or her vote in favor of, against or abstention on each such matter.
If an independent non-executive director fails to attend meetings of the Board in person or entrust another independent non-executive director to attend the meeting on his behalf for two consecutive times, the Board shall propose to convene a shareholders' general meeting to remove the independent non-executive director within 30 days from the date of occurrence of such fact.
Article 12 Prior to the expiration of the term of office of an independent non-executive director, the Company may remove him from office in accordance with legal procedures. Where an independent non-executive director is removed in advance, the Company shall disclose the specific reasons and basis in a timely manner. Where the independent non-executive director has any objection, the company shall make a timely disclosure.
If an independent non-executive director fails to comply with the provisions of Items (1) and (2) of Article 5 of the System, he shall immediately cease to perform his duties and resign. If he fails to submit his resignation, the Board shall immediately remove him from his post in accordance with the provisions after he knows or should know the fact.
The resignation or removal of an independent non-executive director due to the circumstances specified in the preceding paragraph results in the proportion of independent non-executive directors in the Board or its special committees not conforming to the provisions of the CSRC, the listing rules of the stock exchange where the company's shares are listed and the Articles of Association, or there is a lack of accounting professionals among the independent non-executive directors. The Company shall complete the by-election as soon as possible (no later than 60 days) after the occurrence of the aforesaid facts.
Article 13 An independent non-executive director may resign from his or her office before his or her term of office expires by tendering a written resignation to the Board, specifying any matter which is related to his or her resignation or which he or she considers necessary to bring to the attention of the Company's shareholders and creditors. The Company shall disclose the reasons for the resignation of the independent non-executive director and the matters of concern. If the resignation causes the number of independent non-executive directors in the Board or special committees of the company to be inconsistent with the provisions of the CSRC, the listing rules of the place where the company's shares are listed or the Articles of Association, or if there is a lack of accounting professionals among the independent non-executive directors. The independent non-executive director who intends to resign shall continue to perform his duties until the new independent non-executive director is appointed. The Company shall complete the by-election within 60 days from the date of resignation of the independent non-executive director.
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INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY
Chapter 4 Duties of Independent Non-executive Directors
Article 14 The independent non-executive directors shall perform the following duties:
(I) To participate in the decision-making of the Board and express clear opinions on the matters under discussion;
(II) To supervise the potential major conflicts of interest between the Company and its controlling shareholders, actual controllers, directors and senior managers listed in Articles 23, 26, 27 and 28 of the Measures for the Administration of Independent Directors of Listed Companies, to urge the Board to make decisions in line with the overall interests of the Company and to protect the legitimate rights and interests of minority shareholders;
(III) Provide professional and objective suggestions for the Company's operation and development, and promote the decision-making level of the Board;
(IV) Other duties stipulated by laws, administrative regulations, the CSRC, the listing rules of the stock exchange where the company's shares are listed and the Articles of Association.
Independent non-executive directors shall perform their duties independently and impartially, and shall not be influenced by the Company or its major shareholders, actual controllers or other entities or individuals. If it finds that the matters under consideration affect its independence, it shall declare to the Company and withdraw. During the term of office, if there is any circumstance that obviously affects the independence, the Company shall be notified in a timely manner, and the solution measures shall be proposed, and if necessary, the resignation shall be submitted.
Article 15 The independent non-executive directors shall exercise the following special powers:
(I) To independently employ an intermediary agency to audit, consult or verify the specific matters of the Company;
(II) To propose to the Board to convene an extraordinary general meeting of shareholders;
(III) Propose to convene a meeting of the Board;
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INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY
(IV) To publicly solicit shareholders' rights from shareholders in accordance with the law;
(V) To express independent opinions on matters that may damage the rights and interests of the Company or minority shareholders;
(VI) Other functions and powers stipulated by laws, administrative regulations, the CSRC, the listing rules of the stock exchange where the company's shares are listed and the Articles of Association.
Where an independent non-executive director exercises the functions and powers listed in items (I) to (III) of the preceding paragraph, it shall be agreed by more than half of all independent non-executive directors.
Where an independent non-executive director exercises the powers listed in the first paragraph, the Company shall make a timely disclosure. If the aforesaid functions and powers cannot be exercised normally, the Company shall disclose the specific circumstances and reasons.
Article 16 Prior to the meeting of the Board, the independent non-executive directors may communicate with the secretary of the Board, inquire about the matters to be considered, request for supplementary materials, and put forward opinions and suggestions. The Board and the relevant personnel shall carefully study the issues, requirements and opinions raised by the independent non-executive directors, and provide timely feedback to the independent non-executive directors on the implementation of the amendments to the proposals.
Article 17 Where an independent non-executive director votes against or abstains from voting on the proposal of the Board, he shall state the specific reasons and basis, the legality and compliance of the matters involved in the proposal, the possible risks and the impact on the rights and interests of the Company and minority shareholders. When disclosing the resolutions of the Board, the Company shall also disclose the dissenting opinions of the independent non-executive directors, which shall be recorded in the resolutions and meeting minutes of the Board.
Article 18 The independent non-executive directors shall continuously pay attention to the implementation of the resolutions of the Board related to the matters listed in Articles 23, 26, 27 and 28 of the Measures for the Administration of Independent Directors of Listed Companies, and find that there is a violation of laws, administrative regulations, the CSRC, the listing rules of the stock exchange where the company's shares are listed and the Articles of Association. Or in violation of the resolutions of the general meeting of shareholders and the Board, it shall report to the Board in a timely manner and may require the Company to make a written explanation. The Company shall make timely disclosure of the matters involved in the disclosure.
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INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY
Where the Company fails to make an explanation or timely disclosure in accordance with the provisions of the preceding paragraph, the independent non-executive directors may report to the CSRC and the Shenzhen Stock Exchange.
Article 19 The following matters shall be submitted to the Board for deliberation with the consent of more than half of all independent non-executive directors of the Company:
(I) Related transactions that shall be disclosed;
(II) Plans for the change or exemption of commitments of the Company and related parties;
(III) The decisions made and measures taken by the Board of the acquired Company in connection with the acquisition;
(IV) Other matters stipulated by laws, administrative regulations, the CSRC, the listing rules of the stock exchange where the company's shares are listed and the Articles of Association.
Article 20 The Company shall convene meetings attended by all independent non-executive directors on a regular or irregular basis (i.e. Special meetings of independent directors, the full text of which shall be the same). The special meeting of independent directors shall be held on site, and may be held by video, telephone or other means when necessary, on the premise of ensuring that all participants can fully communicate and express their opinions.
The notice of the meeting shall be sent to all independent non-executive directors by the convener via email, SMS or telephone three days prior to the meeting. The notice of the meeting shall include the date, venue, method of convening the meeting, matters to be considered and the date of issuance of the notice. With the unanimous consent of all independent non-executive directors, the notice period may not be subject to the above restrictions.
The Company shall provide convenience and support for the convening of special meetings of independent directors.
Article 21 The special meeting of independent directors shall be convened and presided over by an independent non-executive director jointly recommended by more than half of the independent non-executive directors. If the convener fails to perform his duties or is unable to perform his duties, two or more independent non-executive directors may convene and recommend a representative to preside over the meeting.
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Article 22 The special meeting of independent directors shall not be held unless more than half of the independent non-executive directors are present or entrusted to attend. An independent non-executive director shall attend the special meeting of independent directors in person. If he is unable to attend the meeting in person for any reason, he shall review the meeting materials in advance, form a clear opinion, and entrust another independent non-executive director in writing to attend the meeting on his behalf. If an independent non-executive director fails to attend the meeting in person for two consecutive times and fails to entrust another independent non-executive director to attend the meeting on his behalf, the Board shall propose to convene a shareholders' general meeting to remove the independent non-executive director. Where an independent non-executive director entrusts another independent non-executive director to attend the meeting and exercise the voting right on his behalf, he shall submit a power of attorney to the chairman of the meeting. The power of attorney shall be submitted to the chairman of the meeting before voting at the meeting. If necessary, the executive directors, non-executive directors, senior management of the Company and relevant persons involved in the subject matter may attend the special meeting of independent directors as non-voting delegates, but such non-voting delegates shall not have the right to vote on the proposals of the meeting.
Article 23 The voting at the special meeting of independent directors shall be one person, one vote. Voting at a special meeting of independent directors may be by open ballot, show of hands, communication voting or other voting methods.
The matters listed in Items (1) to (3) of Paragraph 1 of Article 15 and Article 19 of the Rules shall be deliberated at the special meeting of independent directors, and the special meeting of independent directors may study and discuss other matters of the Company as required. The resolution/review opinion of the special meeting of independent directors shall be approved by more than half of all independent non-executive directors.
Article 24 Where an independent non-executive director expresses independent opinions, the opinions expressed shall be clear and definite, and shall at least include the following contents:
(I) The basic situation of major matters;
(II) The basis for expressing opinions, including the procedures to be performed, the documents to be checked, and the contents of on-site inspection;
(III) The legality and compliance of major matters;
(IV) The impact on the rights and interests of the Company and minority shareholders, the possible risks and the effectiveness of the measures taken by the company;
(V) Concluding opinions issued, including consent opinions, reservations and reasons, objections and reasons, inability to express opinions and obstacles.
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INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY
The independent non-executive directors shall sign and confirm the independent opinions issued, and report the aforesaid opinions to the Board in a timely manner, and disclose them together with the relevant announcements of the Company.
Article 25 Independent non-executive directors shall perform their duties in the special committees of the Board in accordance with laws, administrative regulations, the CSRC, the listing rules of the stock exchange where the shares of the Company are listed and the Articles of Association. An independent non-executive director shall attend the meeting of the special committee in person. If he is unable to attend the meeting in person for any reason, he shall review the meeting materials in advance, form a clear opinion, and entrust another independent non-executive director to attend on his behalf. In the course of performing their duties, the independent non-executive directors may timely submit to the special committees for discussion and deliberation the material matters of the Company within the scope of the duties of the special committees in accordance with the procedures.
Article 26 The time for independent non-executive directors to work on the site of the Company shall not be less than 15 days each year.
In addition to attending the general meeting of shareholders, special meetings of the Board and its special committees, and special meetings of independent directors as required, The independent non-executive directors may perform their duties through various means, such as regular access to the information on the Company's operation, listening to the reports of the management, communicating with the person in charge of the internal audit department, the accounting firm undertaking the audit of the Company and other intermediaries, field visits, and communicating with minority shareholders.
Article 27 The Board and its special committees and special meetings of independent directors shall prepare meeting minutes in accordance with the provisions, and the opinions of independent non-executive directors shall be recorded in the meeting minutes. The independent non-executive directors shall sign the meeting minutes for confirmation.
An independent non-executive director shall prepare a work record to record the performance of duties in detail. The information obtained by the independent non-executive directors in the course of performing their duties, the minutes of relevant meetings, and the records of communication with the staff of the Company and intermediaries shall constitute an integral part of the working records. The independent non-executive directors may require the secretary of the Board and other relevant personnel to sign and confirm the important contents of the working records, and the Company and relevant personnel shall cooperate.
The working records of the independent non-executive directors and the information provided by the Company to the independent non-executive directors shall be kept for at least ten years.
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INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY
Article 28 The Company shall improve the communication mechanism between the independent non-executive directors and the minority shareholders. The independent non-executive directors may verify the problems raised by the investors with the Company in a timely manner.
Article 29 An independent non-executive director shall submit an annual work report to the annual general meeting of shareholders of the Company to explain his performance of duties. The annual work report shall include the following contents:
(I) The number, method and voting of attendance at the Board meeting, and the number of attendance at the shareholders' general meeting;
(II) Participation in the work of special committees of the Board and special meetings of independent directors;
(III) Deliberating the matters listed in Articles 23, 26, 27 and 28 of the Measures for the Administration of Independent Directors of Listed Companies and exercising the special functions and powers of independent non-executive directors listed in Paragraph 1 of Article 18 of the Measures for the Administration of Independent Directors of Listed Companies;
(IV) Major matters, methods and results of communication with the internal audit institution and the accounting firm undertaking the audit business of the Company on the financial and business status of the Company;
(V) Communication with minority shareholders;
(VI) The time and content of the work on the site of the Company;
(VII) other circumstances in the performance of duties.
The annual work report shall be disclosed at the latest when the Company issues the notice of the annual general meeting of shareholders.
Article 30 An independent non-executive director shall continue to strengthen the study of securities laws, regulations and rules, and continuously improve his ability to perform his duties. China Securities Regulatory Commission, the stock exchange where the company's shares are listed and the China Association of Listed Companies may provide relevant training services.
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INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY
Article 31 An independent non-executive director shall perform his duties as a director in accordance with the law, fully understand the operation of the Company and the agenda of the Board, safeguard the interests of the Company and all shareholders, and pay special attention to the protection of the legitimate rights and interests of minority shareholders.
In the event of any conflict between shareholders or directors of the Company, which has a significant impact on the operation and management of the Company, the independent non-executive directors shall actively perform their duties and safeguard the overall interests of the Company.
The Shenzhen Stock Exchange encourages the independent non-executive directors to publish their mailing addresses or e-mail addresses to communicate with investors, receive inquiries and complaints from investors, take the initiative to investigate the damage to the legitimate rights and interests of the Company and small and medium investors, and timely reply to investors with the investigation results.
Article 32 In case of any of the following circumstances, an independent non-executive director shall report to Shenzhen Stock Exchange in a timely manner:
(I) The employee is removed from office by the Company, and in his/her opinion, the reason for the removal is improper;
(II) The resignation of an independent non-executive director due to the existence of circumstances that hinder the independent non-executive director from exercising his powers in accordance with the law;
(III) The materials of the meeting of the Board are incomplete or the argumentation is insufficient, and the written request of two or more independent non-executive directors to postpone the meeting of the Board or the proposal to postpone the consideration of relevant matters is not adopted;
(IV) The Board fails to take effective measures after reporting the suspected violations of laws and regulations of the Company or its directors, supervisors and senior managers to the Board;
(V) Other circumstances that seriously hinder the independent non-executive directors from performing their duties.
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INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY
Chapter 5 Guarantee of Performance of Independent Non-executive Directors
Article 33 The Company shall provide necessary working conditions and personnel support for the independent non-executive directors to perform their duties, and appoint the securities affairs department, the secretary of the Board and other special departments and special personnel to assist the independent non-executive directors to perform their duties.
The secretary of the Board shall ensure the smooth flow of information between the independent non-executive directors and other directors, senior managers and other relevant personnel, and ensure that the independent non-executive directors can obtain sufficient resources and necessary professional advice when performing their duties.
Article 34 The Company shall ensure that the independent non-executive directors enjoy the same right to know as other directors. In order to ensure that the independent non-executive directors effectively exercise their powers, the Company shall regularly report the operation of the Company to the independent non-executive directors, provide information, and organize or cooperate with the independent non-executive directors to carry out field visits and other work.
The Company may organize independent non-executive directors to participate in research and demonstration, fully listen to the opinions of independent non-executive directors, and timely feedback the adoption of opinions to independent non-executive directors before the Board deliberates on major and complex matters.
Article 35 The Company shall send out the notice of the meeting of the Board to the independent non-executive directors in a timely manner, and provide relevant meeting materials to the independent non-executive directors no later than the notice period stipulated by laws, administrative regulations, the CSRC, the listing rules of the stock exchange where the shares of the Company are listed or the Articles of Association, and provide an effective communication channel for independent non-executive directors; Where a special committee of the Board convenes a meeting, the Company shall, in principle, provide relevant materials and information no later than three days before the meeting of the special committee. The Company shall keep the aforesaid meeting materials for at least ten years.
If two or more independent non-executive directors consider that the meeting materials are incomplete, insufficiently demonstrated or not provided in a timely manner, they may propose in writing to the Board to postpone the convening of the meeting or postpone the consideration of the matter, which shall be adopted by the Board.
Article 36 Where an independent non-executive director exercises his powers, the directors, senior managers and other relevant personnel of the Company shall cooperate with him, and shall not refuse, hinder or conceal relevant information, nor interfere with his independent exercise of his powers.
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INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY
Where an independent non-executive director encounters any obstacle in exercising his powers according to law, he may explain the situation to the Board, require the directors, senior managers and other relevant personnel to cooperate, and record the specific situation of the obstacle and the solution status in the work record; if the obstacle still cannot be eliminated, he may report to the CSRC and the Shenzhen Stock Exchange.
Where the performance of duties of an independent non-executive director involves disclosable information, the Company shall make disclosure in a timely manner; where the Company does not make disclosure, the independent non-executive director may directly apply for disclosure, or report to the CSRC and the Shenzhen Stock Exchange.
Article 37 The Company shall bear the expenses necessary for the independent non-executive directors to engage professional institutions and exercise other powers.
Article 38 The Company shall give appropriate allowances to the independent non-executive directors. The allowances for independent non-executive directors shall be proposed by the Board, deliberated and approved by the general meeting, and disclosed in the annual report of the Company. Except for the allowance, independent non-executive directors shall not receive other interests from the Company or its majority shareholders or other interested entities actual controllers or interested entities and personnel.
Chapter 6 Supplementary Provisions
Article 39 The Company may, where necessary, maintain an insurance policy against the liability of independent non-executive directors to reduce risks arising from their proper performance of duties.
Article 40 These Rules shall be implemented as of the date when these Rules are approved at a general meeting of the Company. If these Rules are to be amended, the Board shall propose amendment to the general meeting for deliberation and approval, and the amendment shall take effect upon approval at the general meeting.
Article 41 Any matters not covered herein shall be subject to the Company Law, the Articles of Association and applicable laws, administrative regulations, ministerial rules the CSRC and the listing rules of the stock exchanges where shares in the Company are listed.
Where these Rules are in conflict with applicable national laws, administrative regulations, ministerial rules, the CSRC, the listing rules of the stock exchanges where shares in the Company are listed and the Articles of Association, such applicable national laws, administrative regulations, ministerial rules, the CSRC, the listing rules and the Articles of Association shall prevail.
Article 42 The term "at least" or "within" as used in these Rules shall include the given figure; the term "over", "less than" or "more than" shall exclude the given figure.
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INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY
Article 43 These Rules shall be interpreted by the Board.
(The remainder of this page is intentionally left blank)
Note: If there is any discrepancy between the English and the Chinese versions, the Chinese version shall prevail.
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NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2024
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.
廖慈化成
PHARMARON
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.
-
25 -
NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2024
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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NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2024
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
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NOTICE OF THE SECOND H SHARE CLASS MEETING OF 2024
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
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 H SHARE CLASS MEETING OF 2024
NOTICE IS HEREBY GIVEN THAT the second H Share Class Meeting of 2024 (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 6 Tai-He Road, Economic Technological Development Area, Beijing, the PRC after the conclusion of the Second Extraordinary General Meeting of 2024 will be held on Wednesday, December 18, 2024 at 2:30 p.m. for the purposes of considering and, if deemed appropriate, approving the following resolution. 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.
SPECIAL RESOLUTION
-
Proposed Cancellation of Repurchased A Shares and Reduction of Registered Capital.
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28 -
NOTICE OF THE SECOND H SHARE CLASS MEETING OF 2024
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, 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 H Share Class Meeting. 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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NOTICE OF THE SECOND H SHARE CLASS MEETING OF 2024
Notes:
(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.
(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.
(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. 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 H Share Class Meeting.
(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.
(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.
(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
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