Pharmaron Beijing Co., Ltd — Proxy Solicitation & Information Statement 2024

Aug 27, 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

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

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

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

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

(Stock Code: 3759)

(1) PROPOSED ENGAGEMENT OF DOMESTIC FINANCIAL AND INTERNAL CONTROL AUDITORS FOR THE YEAR 2024; (2) PROPOSED ENGAGEMENT OF INTERNATIONAL AUDITOR FOR THE YEAR 2024; AND

(3) NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2024

Notices convening the EGM on Friday, September 13, 2024 at 2:30 p.m. to be held at 6 Tai-He Road, Economic Technological Development Area, Beijing, the PRC and the form(s) of proxy was despatched by the Company on Tuesday, August 27, 2024 and also published and available for downloading on the websites of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk and of the Company at www.pharmaron.com.

Whether or not you are able to attend the EGM, please complete and sign the form(s) of proxy for use at the EGM 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 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 or any adjournment thereof (as the case may be) if you so wish.

August 27, 2024

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Notice of the First Extraordinary General Meeting of 2024 . . . . . . . . . . . . . . . . .	5

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DEFINITIONS

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

• “Board” or “Board of Directors”

the board of Directors of the Company

• “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)

• “Extraordinary General Meeting” the extraordinary general meeting of the Company to be or “EGM” held on Friday, September 13, 2024 at 2:30 p.m. or any adjournment thereof, the notice of which is set out on pages 5 to 7 in this circular

• “A Share(s)” ordinary share(s) of the Company with nominal value of RMB1.00 each which are listed on the Shenzhen Stock Exchange

• “H Share(s)” overseas-listed foreign share(s) in the share capital of the Company, with nominal value of RMB1.00 each, listed on the Main Board of the Hong Kong Stock Exchange

• “H Shareholder(s)” holder(s) of H Shares

• “H Shares Registrar” 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

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LETTER FROM THE BOARD

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

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

(Stock Code: 3759)

Executive Directors: Registered office, Headquarters and Dr. Lou Boliang (Chairman) principal place of business in the PRC: Mr. Lou Xiaoqiang 8th Floor, Block 1 Ms. Zheng Bei 6 Tai-He Road Beijing Economic Technological Non-executive Directors: Development Area Mr. Hu Baifeng Beijing Mr. Li Jiaqing China Independent non-executive Directors: Place of business in Hong Kong: Ms. Li Lihua 40th Floor, Dah Sing Financial Centre Mr. Zhou Qilin No. 248 Queen’s Road East Mr. Tsang Kwan Hung Benson Wanchai Mr. Yu Jian Hong Kong

August 27, 2024

To the Shareholders:

Dear Sir/Madam,

(1) PROPOSED ENGAGEMENT OF DOMESTIC FINANCIAL AND INTERNAL CONTROL AUDITORS FOR THE YEAR 2024; (2) PROPOSED ENGAGEMENT OF INTERNATIONAL AUDITOR FOR THE YEAR 2024; AND

(3) NOTICE OF THE FIRST EXTRAORDINARY GENERAL 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 Friday, September 13, 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 Tuesday, August 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.

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LETTER FROM THE BOARD

2. PROPOSED ENGAGEMENT OF DOMESTIC FINANCIAL AND INTERNAL CONTROL AUDITORS FOR THE YEAR 2024

An ordinary resolution will be proposed at the EGM to consider and approve the appointment of Ernst & Young Hua Ming (LLP) as the domestic financial and internal control auditors for the Company in 2024. The audit committee of the Board unanimously agree that Ernst & Young Hua Ming (LLP) satisfies the requirements of independence, competence, ability to protect investors and good faith. Therefore, the Board has reviewed and approved the proposed engagement of Ernst & Young Hua Ming (LLP).

Pursuant to the Measures for Administration of Selection and Engagement of Accounting Firms by State-Owned Enterprises and Listed Companies (No. 4 [2023] of the Ministry of Finance), the Company had formulated its own Selection and Engagement Policy of Accounting Firms (the “ Policy ”). The proposed engagement of Ernst & Young Hua Ming (LLP) is consistent with the provisions of the Policy. The pricing policy of the audit work is consistent with the approach adopted in 2023, which takes into account (i) the particular job responsibilities expected, (ii) the extent of professional expertise required, (iii) experience and seniority of relevant personnel involved and their respective corresponding charging rates, and (iv) numbers of hours anticipated in carrying out the audit work. The relevant annual audit fees will be determined by the management, as to be authorized at the EGM through a proposal of the Board, based on the specific efforts and market price level of the audit work in 2024.

3. PROPOSED ENGAGEMENT OF INTERNATIONAL AUDITOR FOR THE YEAR 2024

An ordinary resolution will be proposed at the EGM to consider and approve the appointment of Ernst & Young as the international auditors for the Company in 2024. The pricing policy of the audit work is consistent with the approach adopted in 2023, which takes into account (i) the particular job responsibilities expected, (ii) the extent of professional expertise required, (iii) experience and seniority of relevant personnel involved and their respective corresponding charging rates, and (iv) numbers of hours anticipated in carrying out the audit work. The relevant annual audit fees will be determined by the management, as to be authorized at the EGM through a proposal of the Board, based on the specific efforts and market price level of the audit work in 2024.

4. EGM AND PROXY ARRANGEMENT

Notices convening the EGM to be held on Friday, September 13, 2024 at 2:30 p.m., to be held at 6 Tai-He Road, Economic Technological Development Area, Beijing, the PRC and forms of proxy for use at the EGM was despatched by the Company on Tuesday, August 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 form of proxy must be completed and signed in accordance with the instructions printed thereon an deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company’s H Shares Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16

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LETTER FROM THE BOARD

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 Thursday, September 12, 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 if you so wish.

5. 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 Tuesday, September 10, 2024 to Friday, September 13, 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 Tuesday, September 10, 2024 shall be entitled to attend and vote at the EGM.

6. 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 in the manner prescribed under the Listing Rules.

7. RECOMMENDATION

The Board considers that all of the ordinary resolutions in relation to (1) proposed engagement of domestic financial and internal control auditors for the year 2024; and (2) proposed engagement of international auditor for the year 2024, 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.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the “Notice of the First Extraordinary General Meeting of 2024” to this circular.

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

August 27, 2024

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NOTICE OF THE FIRST 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.

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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 EXTRAORDINARY GENERAL MEETING OF 2024

NOTICE IS HEREBY GIVEN THAT the first 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 Friday, September 13, 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 August 27, 2024.

ORDINARY RESOLUTIONS

1. Proposed Engagement of Domestic Financial and Internal Control Auditors for the year 2024.

2. Proposed Engagement of International Auditor for the year 2024.

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NOTICE OF THE FIRST 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 Monday, September 9, 2024. H Shareholders whose names appear on the register of members of the Company on Tuesday, September 10, 2024 shall be entitled to attend and vote at the EGM. The register of members of the Company will be closed from Tuesday, September 10, 2024 to Friday, September 13, 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 August 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. Zhou Qilin, Mr. Tsang Kwan Hung Benson and Mr. Yu Jian as independent non-executive Directors.

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NOTICE OF THE FIRST 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 Thursday, September 12, 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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