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Pharmaron Beijing Co., Ltd Proxy Solicitation & Information Statement 2025

May 29, 2025

50881_rns_2025-05-29_1bdfa9cb-baa7-4bfa-9f91-2a95612a1d0d.pdf

Proxy Solicitation & Information Statement

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

康慈化成

Pharmaron Beijing Co., Ltd.

康龍化成(北京)新藥技術股份有限公司

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

(Stock Code: 3759)

NOTICE OF THE ANNUAL GENERAL MEETING OF 2024

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of 2024 (the “2024 AGM”) 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 No. 1 Meeting Room, 4th Floor, Grand Skylight International Hotel Beijing, Building 10, AVIC Plaza, No. 15 Ronghua South Road, Yizhuang Economic and Technological Development Zone, Daxing District, Beijing, the PRC on Friday, June 20, 2025 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 29, 2025.

ORDINARY RESOLUTIONS

  1. Work Report of the Board of Directors for the year 2024.
  2. Work Report of the Supervisory Committee for the year 2024.
  3. Financial Statements for the year 2024.
  4. 2024 Profit Distribution.
  5. 2024 Annual Report’s full text and report summary and 2024 Annual Results Announcement.
  6. Remuneration of the Directors for the year 2025.
  7. Remuneration of the Supervisors for the year 2025.
  8. Confirmation of Hedging Transactions for the year 2024 and Hedging Quota for the year 2025.
  9. Engagement of Domestic Financial and Internal Control Auditors for the year 2025.
  10. Engagement of International Auditor for the year 2025.

  1. Amendments to the Related Party/Connected Transactions Management Policy.
  2. Amendments to the Special Storage and Use of Proceeds Management Policy.
  3. Amendments to the Independent Non-executive Directors Working Policy.
  4. Amendments to the Procedure for a Shareholder to Nominate a Person for Election as a Director.
  5. By-election of non-executive Director of the third session of the Board.

SPECIAL RESOLUTIONS

  1. External Guarantees Quota for the year 2025.
  2. Amendment to the existing First H Share Award and Trust Scheme.
  3. Adoption of the 2025 H Share Award and Trust Scheme.
  4. Grant of General Issuance Mandate.
  5. Grant of the Repurchase Mandate.
  6. Increase in the Registered Capital and Amendments to the Articles of Association.
  7. Amendments to the Rules of Procedure for the General Meetings.
  8. Amendments to the Rules of Procedure for the Board Meetings.

CLOSURE OF REGISTER OF MEMBERS

H Shareholders who intend to attend the 2024 AGM 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 not later than 4:30 p.m. on Monday, June 16, 2025. H Shareholders whose names appear on the register of members of the Company on Tuesday, June 17, 2025 shall be entitled to attend and vote at the 2024 AGM. The register of members of the Company will be closed from Tuesday, June 17, 2025 to Friday, June 20, 2025 (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 29, 2025


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. Li Jiaqing and Mr. Hu Baifeng as non-executive Directors; Ms. Li Lihua, Mr. Tsang Kwan Hung Benson and Mr. Yu Jian as independent non-executive Directors.

Notes:

(1) The register of members of the Company will be closed for the purpose of determining Shareholders' entitlement to attend the 2024 AGM from Tuesday, June 17, 2025 to Friday, June 20, 2025 (both days inclusive), during which period no transfer of Shares will be registered. In order to attend the 2024 AGM, H Shareholders should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company's H Share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for H Shareholders) not later than 4:30 p.m. on Monday, June 16, 2025 to complete registration. The H Shareholders listed on the register of the Company on Tuesday, June 17, 2025 shall have the right to attend and vote at the 2024 AGM.

(2) Subject to the approval of the resolution regarding the declaration of dividends for 2024 at the 2024 AGM, dividends will be paid to the Shareholders whose names appear on the register of members of the Company after the close of the market on Monday, July 14, 2025. The register of members of the Company will be closed from Tuesday, July 8, 2025 to Monday, July 14, 2025 (both days inclusive), during which period no transfer of shares will be registered. In order for the holders of H Shares of the Company to qualify for receiving the final dividends, but no transfer documents have been registered, all completed share transfer documents accompanied by the relevant share certificates must be lodged with the Company's H Share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Monday, July 7, 2025.

(3) The Company shall duly despatch and publish the circular and form of proxy of shareholders of the 2024 AGM. Any shareholder of the Company ("Shareholder") who intends to appoint a proxy shall refer to the Circular, notice of 2024 AGM and H Share Class Meeting, forms of proxy of the Company which were published on the website of The Stock Exchange of Hong Kong Limited ("Hong Kong Stock Exchange") and the Company's website and dispatched to the relevant Shareholders.

(4) All votes of resolutions at the 2024 AGM 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.

(5) Any shareholders entitled to attend and vote at the 2024 AGM can appoint one or more proxies to attend and vote at the 2024 AGM 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.

(6) 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 2024 AGM or any adjournment thereof (i.e. 1:30 p.m. on Thursday, June 19, 2025 (Hong Kong time)) 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.

(7) Shareholders shall produce their identification documents when attending the 2024 AGM.

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(8) If a proxy attends the 2024 AGM 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 2024 AGM, 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 notarized copy of any authorization documents issued by such corporate shareholder.

(9) The 2024 AGM is expected to last for half a day. Shareholders who attend the 2024 AGM (in person or by proxy) shall bear their own traveling, accommodation and other expenses.

(10) The contact of the Company:

Address: Pharmaron Beijing Co., Ltd. (康龍化成(北京)新藥技術股份有限公司)
6 Tai-He Road, Economic Technological Development Area, Beijing, the PRC
Postal Code: 100176
Tel: 86 010-57330087
Contact Person: Securities Affairs Department
Fax: 86 010-57330087

(11) Further details of the resolutions are set out in the Circular.

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