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Pharmaron Beijing Co., Ltd — Proxy Solicitation & Information Statement 2024
May 14, 2024
50881_rns_2024-05-14_dbd21e46-8b08-4253-b1a4-979a6ef1465c.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.
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Pharmaron Beijing Co., Ltd. 康龍化成 (北京 )新藥技術股份有限公司
(A joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 3759)
NOTICE OF THE FIRST H SHARE CLASS MEETING OF 2024
NOTICE IS HEREBY GIVEN THAT the first 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 Paris Hall, 3/F, Pullman Beijing South, No. 12 Ronghua South Road, Beijing Economic and Technological Development Area, Daxing District, Beijing, the PRC after the conclusion of the Annual General Meeting of 2023 to be held on Thursday, June 6, 2024 at 1:30 p.m. for the purposes of considering and, if deemed appropriate, approving the following resolutions. In this notice, unless the context otherwise requires, capitalized terms and used herein shall have the same meanings as defined in the Company’s circular (the “ Circular ”) dated May 14, 2024.
SPECIAL RESOLUTIONS
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First Increase in Registered Capital and First Amendments to the Articles of Association by virtue of the First Increase in Registered Capital.
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Second Increase in Registered Capital and Second Amendments to the Articles of Association by virtue of the Second Increase in Registered Capital.
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Grant of Repurchase Mandate in relation to the H Shares.
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CLOSURE OF REGISTER OF MEMBERS
H Shareholders who intend to attend the H Share Class Meeting are required to deposit the share certificates accompanied by relevant transfer documents at the Company’s H Shares Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Friday, May 31, 2024. H Shareholders whose names appear on the register of members of the Company on Monday, June 3, 2024 shall be entitled to attend and vote at the 2023 AGM. The register of members of the Company will be closed from Monday, June 3, 2024 to Thursday, June 6, 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 May 14, 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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Notes:
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(1) All votes of resolutions at the H Share Class Meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.pharmaron.com) in accordance with the Listing Rules.
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(2) Any shareholders entitled to attend and vote at the H Share Class Meeting can appoint one or more proxies to attend and vote at the H Share Class Meeting on his/her behalf. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and type of shares in respect of which each proxy is so appointed.
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(3) Shareholders shall appoint their proxies in writing. The form of proxy shall be signed by the shareholder or his/her/its attorney who has been authorized in writing. If the shareholder is a corporation, the form of proxy shall be affixed with the corporation’s seal or signed by its director, or its attorney duly authorized in writing. If the form of proxy is signed by the attorney of the shareholder, the power of attorney or other authorization document shall be notarized. For H Shareholders, the aforementioned documents must be lodged with the H Shares Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 24 hours before the time appointed for holding the H Share Class Meeting (i.e. 1:30 p.m. on Wednesday, June 5, 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 and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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(4) Shareholders shall produce their identification documents when attending the H Share Class Meeting.
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(5) If a proxy attends the H Share Class Meeting on behalf of a shareholder, he/she should produce his/her identification document and the power of attorney or other documents signed by the appointer or his/her attorney, which specifies the date of its issuance. If a representative of a corporate shareholder attends the H Share Class Meeting, such representative shall produce his/her identification document and the notarized copy of the resolution passed by the board of directors or other authority or other notarized copy of any authorization documents issued by such corporate shareholder.
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(6) The H Share Class Meeting is expected to last for half a day. Shareholders who attend the H Share Class Meeting (in person or by proxy) shall bear their own traveling, accommodation and other expenses.
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(7) The contact of the Company:
Address: 6 Tai-He Road, Economic Technological Development Area, Beijing, the PRC Pharmaron Beijing Co., Ltd. (康龍化成(北京)新藥技術股份有限公司)
Postal Code: 100176 Tel: 86 010-57330087 Contact Person: LI Shing Chung Gilbert Fax: 86 010-57330087
- (8) Further details of the resolutions are set out in the Circular.
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