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 and the accompanying form of proxy to the purchaser or 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) 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) PROPOSED ENGAGEMENT OF DOMESTIC FINANCIAL AND INTERNAL CONTROL AUDITORS FOR THE YEAR 2025;
(10) PROPOSED ENGAGEMENT OF INTERNATIONAL AUDITOR FOR THE YEAR 2025;
(11) PROPOSED AMENDMENTS TO THE RELATED PARTY/CONNECTED TRANSACTIONS MANAGEMENT POLICY;
(12) PROPOSED AMENDMENTS TO THE SPECIAL STORAGE AND USE OF PROCEEDS MANAGEMENT POLICY;
(13) PROPOSED AMENDMENTS TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY;
(14) PROPOSED AMENDMENTS TO THE PROCEDURE FOR A SHAREHOLDER TO NOMINATE A PERSON FOR ELECTION AS A DIRECTOR;
(15) PROPOSED BY-ELECTION OF NON-EXECUTIVE DIRECTOR OF THE THIRD SESSION OF THE BOARD;
(16) EXTERNAL GUARANTEES QUOTA FOR THE YEAR 2025;
(17) PROPOSED AMENDMENT TO THE EXISTING FIRST H SHARE AWARD AND TRUST SCHEME;
(18) PROPOSED ADOPTION OF THE 2025 H SHARE AWARD AND TRUST SCHEME;
(19) PROPOSED GRANT OF GENERAL ISSUANCE MANDATE;
(20) PROPOSED GRANT OF THE REPURCHASE MANDATE;
(21) PROPOSED INCREASE IN THE REGISTERED CAPITAL AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;
(22) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE GENERAL MEETINGS;
(23) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD MEETINGS; AND
(24) NOTICES OF ANNUAL GENERAL MEETING AND FIRST H SHARE CLASS MEETING OF 2025

A letter from the Board is set out on pages 5 to 22 of this circular. Notices convening the 2024 AGM on Friday, June 20, 2025 at 1:30 p.m., and after the conclusion of the 2024 AGM and A Share Class Meeting, the H Share Class Meeting of the Company to be held at No. 1 Meeting Room, 4th Floor, Grand Skylight International Hotel Beijing, Building 10, AVIC Plaza, No. 15 Ronghua South Road, Yichuang Economic and Technological Development Zone, Daxing District, Beijing, the PRC are set out in this circular. This circular will be despatched by the Company on May 29, 2025 and 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).

Reference to times and dates in this circular are to Hong Kong local times and dates.

May 29, 2025

CONTENTS

Page

EXPECTED TIMETABLE ii
DEFINITIONS 1
LETTER FROM THE BOARD 5
Appendix I - Work Report of the Board of Directors for the Year 2024 23
Appendix II - Work Report of the Supervisory Committee for the Year 2024 44
Appendix III - Hedging Quota for the Year 2025 51
Appendix IV - Related Party/Connected Transactions Management Policy 57
Appendix V - Special Storage and Use of Proceeds Management Policy 83
Appendix VI - Independent Non-executive Directors Working Policy 93
Appendix VII - The Procedure for a Shareholder to Nominate a Person for Election as a Director 110
Appendix VIII - The Biographical Details of Ms. Wan Xuan 112
Appendix IX - External Guarantees Quota for the Year 2025 113
Appendix X - 2025 H Share Award and Trust Scheme 126
Appendix XI - Proposed Grant of General Issuance Mandate 155
Appendix XII - Proposed Grant of the Repurchase Mandate 157
Appendix XIII - Explanatory Statement on the Repurchase Mandate 160
Appendix XIV - Proposed Amendments to the Articles of Association 166
Appendix XV - The Rules of Procedure for the General Meetings 178
Appendix XVI - The Rules of Procedure for the Board Meetings 200
NOTICE OF ANNUAL GENERAL MEETING 210
NOTICE OF THE FIRST H SHARE CLASS MEETING OF 2025 214

EXPECTED TIMETABLE

The expected timetable for the 2024 Profit Distribution, which are subject to Shareholders' approval at the 2024 AGM, as set forth below is indicative only and has been prepared on the assumption that all conditions of the 2024 Profit Distribution will be fulfilled. Any consequential changes to the expected timetable will be announced in a separate announcement by the Company as and when appropriate.

Latest time for lodging transfer documents for registration of transfer of H Shares to qualify for attending and voting at the 2024 AGM and the H Share Class Meeting …………………… .4:30 p.m. on Monday, June 16, 2025

Closure of register of members for transfer of H Shares to qualify for attending and voting at the 2024 AGM and the H Share Class Meeting …………………… Tuesday, June 17, 2025 to Friday, June 20, 2025 (both days inclusive)

Latest time for returning proxy form or the 2024 AGM …………………… 1:30 p.m. on Thursday, June 19, 2025

Latest time for returning proxy form for the H Share Class Meeting …………………… 1:30 p.m. on Thursday, June 19, 2025

2024 AGM …………………… 1:30 p.m. on Friday, June 20, 2025

A Share Class Meeting …………………… After the conclusion of the 2024 AGM on Friday, June 20, 2025

H Share Class Meeting …………………… After the conclusion of the 2024 AGM and A Share Class Meeting on Friday, June 20, 2025

Announcement of poll results of the 2024 AGM, A Share Class Meeting and H Share Class Meeting …………………… Friday, June 20, 2025

Resumption of registration of transfer of H Shares …………………… Monday, June 23, 2025

Last day of dealings in H Shares on a cum-entitlement basis relating to the 2024 Profit Distribution …………………… Thursday, July 3, 2025

First day of dealings in H Shares on an ex-entitlement basis relating to the 2024 Profit Distribution …………………… Friday, July 4, 2025

ii -

EXPECTED TIMETABLE

Latest time for lodging transfer documents for registration of transfer of H Shares to qualify H Shareholders for the 2024 Profit Distribution .4:30 p.m. on Monday, July 7, 2025

Closure of register of members for transfer of H Shares to qualify H Shareholders for the 2024 Profit Distribution .Tuesday, July 8, 2025 to Monday, July 14, 2025 (both days inclusive)

Record Date for determining H Shareholders' entitlement to the 2024 Profit Distribution Monday, July 14, 2025

Resumption of registration of transfer of H Shares .Tuesday, July 15, 2025

Expected delivery of payment cheques for the 2024 Profit Distribution Wednesday, August 6, 2025

Notes:

If there is a tropical cyclone warning signal number 8 or above, or a black rainstorm warning:

(a) in force in Hong Kong at any local time before 12:00 noon but no longer in force after 12:00 noon, the latest time for lodging transfer documents will remain at 4:30 p.m. on the same business day;

(b) in force in Hong Kong at any local time between 12:00 noon and 4:30 p.m., the latest time for lodging transfer documents will be rescheduled to 4:30 p.m. on the following business day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:30 p.m.;

The period of closure of register of members for transfer of H Shares to qualify H Shareholders for the 2024 Profit Distribution is pursuant to the relevant provisions in the Articles of Association.
All times and dates in this circular are Hong Kong times and dates.

DEFINITIONS

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

“2021 A Share Incentive Scheme” the 2021 Restricted A Share Incentive Scheme of the Company

“2022 A Share Incentive Scheme” the 2022 Restricted A Share Incentive Scheme of the Company

“2023 A Share Incentive Scheme” the 2023 Restricted A Share Incentive Scheme of the Company

“2024 AGM” the 2024 annual general meeting of the Company to be held on Friday, June 20, 2025 or any adjournment thereof

“2024 Profit Distribution” the proposed distribution of Dividends

“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 2025 first class meeting of A Shareholders to be held on Friday, June 20, 2025

“A Shareholder(s)” holder(s) of A Shares

“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

“Class Meetings” the A Share Class Meeting and the H Share Class Meeting

“Company” or “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 PRC 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)

“CSDC” China Securities Depository and Clearing Co., Ltd.

“Director(s)” the director(s) of the Company

DEFINITIONS

"Dividends"
proposed distribution of 2024 final dividends to the Shareholders whose names appear on the register of members for the A Shareholders and the H Shareholders at the close of business on the Record Date, based on a rule of receiving RMB0.2 per Share held by the Shareholders payable in RMB to the A Shareholders and in HK$ to the H Shareholders

"EIT Law"
Enterprise Income Tax Law of the People's Republic of China (中華人民共和國企業所得稅法), as amended, supplemented or otherwise modified from time to time

"First H Share Award and Trust Scheme"
the First H Share Award and Trust Scheme of the Company

"General Issuance Mandate"
a general mandate granted to the Board to issue H Shares if and when appropriate, which will not exceed 3.3% of the number of the Company's shares in issue (excluding any treasury H shares) at the time of the 2024 AGM, to be proposed at the 2024 AGM as a special resolution

"Group"
the Company and its subsidiaries

"H Share(s)"
overseas listed foreign invested ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which are listed on the Main Board of the Hong Kong Stock Exchange

"H Share Class Meeting"
the 2025 first class meeting of H Shareholders to be held after the conclusion of the 2024 AGM and A Share Class Meeting on Friday, June 20, 2025, the notice of which is set out on pages 214 to 215 of this circular

"H Share Registrar"
Tricor Investor Services Limited, the H Share Registrar of the Company

"H Shareholder(s)"
holder(s) of H Share(s)

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China

"Hong Kong Stock Exchange"
The Stock Exchange of Hong Kong Limited

DEFINITIONS

“Independent Non-executive Director(s)”	the independent non-executive Directors of the Company
“Latest Practicable Date”	May 22, 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time
“PRC”	the People’s Republic of China but excluding, for the purposes of this circular only, Hong Kong, Macau and Taiwan
“PRC Company Law”	the Company Law of the People’s Republic of China, as the same may be amended, supplemented or otherwise modified from time to time
“Record Date”	being Monday, July 14, 2025, being the record date for ascertaining the entitlement to dividend on H Shares and being Thursday, July 3, 2025, being the record date for ascertaining the entitlement to dividend on A Shares
“Repurchase Mandate”	a general mandate granted to the Board to repurchase and deal with up to 1.5% of the number of the Company’s shares in issue (excluding any treasury H shares) at the time of the 2024 AGM, to be proposed at the 2024 AGM as a special resolution
“RMB”	Renminbi, the lawful currency of the PRC
“Share(s)”	A Share(s) and H Share(s)
“Shareholder(s)”	the holder(s) of the Share(s)
“Shenzhen Listing Rules”	the Rules Governing the Listing of Stocks on the ChiNext Market of Shenzhen Stock Exchange
“Shenzhen Stock Exchange”	The Shenzhen Stock Exchange
“Supervisor(s)”	Supervisor(s) of the Company
“Supervisory Committee”	the supervisory committee of the Company

DEFINITIONS

"USD"
United State Dollar, the lawful currency of the United States

"%"
per cent

LETTER FROM THE BOARD

詹宏化成

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)

Executive Directors:
Dr. Lou Boliang (Chairman)
Mr. Lou Xiaoqiang
Ms. Zheng Bei

Non-executive Directors:
Mr. Li Jiaqing
Mr. Hu Baifeng

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

LETTER FROM THE BOARD

May 29, 2025

To the Shareholders

Dear Sir or Madam,

LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the 2024 AGM to be held on Friday, June 20, 2025 at 1:30 p.m. to enable to make an informed decision on whether to vote for or against the proposed resolutions at the 2024 AGM. For the details of the proposed resolutions at the 2024 AGM, please also refer to the notice of the 2024 AGM enclosed with this circular.

ORDINARY RESOLUTIONS

2. WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2024

An ordinary resolution will be proposed at the 2024 AGM to consider and approve the work report of the Board of Directors for the year 2024, the text of which is set out in Appendix I to this circular.

3. WORK REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2024

An ordinary resolution will be proposed at the 2024 AGM to consider and approve the work report of the Supervisory Committee for the year 2024, the text of which is set out in Appendix II to this circular.

4. FINANCIAL STATEMENTS FOR THE YEAR 2024

An ordinary resolution will be proposed at the 2024 AGM to consider and approve the Group's audited financial statements for the year 2024, the text of which is set out in the 2024 annual report which is published on the websites of the Company, the Hong Kong Stock Exchange and the Shenzhen Stock Exchange.

5. 2024 PROFIT DISTRIBUTION

An ordinary resolution will be proposed at the 2024 AGM to consider and approve the 2024 Profit Distribution.

Reference is made to the annual results announcement of the Company dated March 26, 2025 that the payment of the Dividends for the year ended December 31, 2024 of RMB0.2 per Share (inclusive of tax), totaling approximately RMB354.2 million would be proposed. The aforesaid proposal is subject to the conditions set out in this circular.

The Company proposes to declare the Dividends of RMB0.2 per Share (inclusive of tax) to A Shareholders and H Shareholders whose names appear on the register of members of the Company on the Record Date in cash (subject to the Shareholders' approval at the 2024 AGM), which amount to the actual distributable cash profit of RMB354.2 million (inclusive of tax). The exchange rate to be used to convert the Dividends for H Shareholders from RMB to HK$ will be the average of the medium rate of RMB to HK$ announced by the People's Bank of

LETTER FROM THE BOARD

China for five business days prior to June 20, 2025, the date on which the 2024 Profit Distribution is to be declared at the 2024 AGM. For illustration purpose, the exchange rate as at the Latest Practicable Date is HK$1 to RMB0.91858. If there is any corporate actions resulting in changes in the amount of registered share capital of the Company (such as issuance of new Shares, repurchase of Shares, etc.) during the period from the Company's results announcement for the year ended December 31, 2024 dated Wednesday, March 26, 2025 to the Record Date, the amount of Dividends per Share, i.e., RMB0.2 per Share, shall remain unchanged and the total payable amount shall be adjusted according to the number of issued Shares held by A Shareholders and H Shareholders appearing on the register of members of the Company on the Record Date.

The Dividends are denominated and declared in RMB and payable in RMB to A Shareholders and HK$ to H Shareholders. The actual amount declared in HK$ is converted based on the average benchmark exchange rate of Renminbi against HK dollars as promulgated by the People's Bank of China for the five business days preceding the date on which the 2024 Profit Distribution is to be declared at the 2024 AGM. Subject to the approval of 2024 Profit Distribution, the Dividends will be distributed within two months after the date of the 2024 AGM.

The formulation and implementation of the cash dividend policy by the Company are in compliance with the stipulation of the Articles of Association. The basis and proportion of profit distribution are clearly specified. Effective determination and approval procedures and mechanisms are in place. Legitimate rights and interests of minority Shareholders are well protected since they are entitled to attend general meetings to exercise their voting rights and make proposals or enquiries on the operations of the Company.

Subject to the approval of the ordinary resolutions at the 2024 AGM in connection with the 2024 Profit Distribution, the Board shall be authorized by the Shareholders to further authorize the chairman of the Board, and/or his authorized persons, to individually or jointly handle matters relating to the 2024 Profit Distribution.

Tax Arrangements in respect of the 2024 Profit Distribution

In accordance with the Regulation on the Implementation of the EIT Law (《中華人民共和國企業所得稅法實施條例》) which came into effect on January 1, 2008 and last amended on December 6, 2024 and the EIT Law (《中華人民共和國企業所得稅法》) which was last amended and came into effect on December 29, 2018, and the “Notice on Issues in Relation to the Withholding of Enterprise Income Tax on Dividends Paid by PRC Enterprises to Overseas Non-resident Enterprise Holders of H Shares” (Guo Shui Han [2008] No. 897) (《關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》(國稅函[2008]897號)) promulgated on November 6, 2008, the Company is obliged to withhold and pay PRC enterprise income tax on behalf of non-resident enterprise Shareholders at a tax rate of 10%, when the Company distributes annual dividend to non-resident enterprise Shareholders whose names appear on the H Shares register of members. As such, any H Shares registered in the name of non-individual Shareholder, including shares registered in the name of HKSCC

LETTER FROM THE BOARD

Nominees Limited, and other nominees, trustees, or other organizations and groups, shall be deemed to be H Shares held by non-resident enterprise Shareholder(s), and the PRC enterprise income tax shall be withheld from any dividends payable thereon. Non-resident enterprise Shareholders may wish to apply for a tax refund (if any) in accordance with the relevant requirements, such as tax agreements (arrangements), upon receipt of any dividends.

If any resident enterprise (as defined in the EIT Law) listed on the Company's register of members for H Shares which is duly incorporated in the PRC or under the laws of a foreign country (or a region) but with a PRC-based de facto management body, does not wish to have the Company withhold and pay the said 10% enterprise income tax, it shall timely lodge with Tricor Investor Services Limited, the legal advices (affixed with the seal of the law firm) and relevant documents from a PRC certified lawyer confirming that the enterprise is a resident enterprise.

In accordance with the "Notice on Certain Issues Concerning the Policies of Individual Income Tax" (Cai Shui Zi [1994] No. 020) (« 關於個人所得稅若干政策問題的通知》(財稅字[1994]020號)) promulgated by the PRC Ministry of Finance and the State Administration of Taxation on May 13, 1994, overseas individuals are, as an interim measure, exempted from the PRC individual income tax for dividends or bonuses received from foreign-invested enterprises. Therefore, the Company will not be required to withhold and pay any individual income tax on behalf of overseas individual Shareholders when the Company distributes the dividend to overseas individual Shareholders whose names appear on the H Share register of members.

Profit Distribution to Investors of Shenzhen-Hong Kong Stock Connect

For investors of the Hong Kong Stock Exchange (including enterprises and individuals) investing in the A Shares through Shenzhen-Hong Kong Stock Connect, their dividends will be distributed in RMB by the Company through the Shenzhen Branch of CSDC to the account of the nominee holding such Shares. The Company will withhold and pay income taxes at the rate of 10% on behalf of those investors and will report to the tax authorities for the withholding. For investors of Shenzhen-Hong Kong Stock Connect who are tax residents of other countries and whose country of domicile is a country which has entered into a tax treaty with the PRC stipulating a dividend tax rate of lower than 10%, those enterprises and individuals may, or may entrust a withholding agent to, apply to the competent tax authorities for the entitlement of the rate under such tax treaty. Upon approval by the competent tax authorities, the paid amount in excess of the tax payable based on the tax rate according to such tax treaty will be refunded.

The record date and other arrangements for the investors of Shenzhen-Hong Kong Stock Connect will be the same as those for the A Shareholders.

LETTER FROM THE BOARD

Profit Distribution to Investors of Southbound Trading

For investors of the Shanghai Stock Exchange and Shenzhen Stock Exchange (including enterprises and individuals) investing in the H Shares (the "Southbound Trading"), the cash dividends for the investors of H Shares of Southbound Trading will be paid in RMB. The record date and other arrangements for the investors of Southbound Trading will be the same as those for the holders of H Shares of the Company.

Shanghai-Hong Kong Stock Connect: Pursuant to the relevant requirements under the Notice on the Tax Policies Related to the Pilot Program of the Shanghai-Hong Kong Stock Connect (Caishui [2014] No. 81) (《關於滬港股票市場交易互聯互通機制試點有關稅收政策的通知(財稅[2014]81號)》), for dividends received by domestic individual investors from investing in H Shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect, the company of such H shares shall withhold and pay individual income tax at the rate of 20% on behalf of the investors. For dividends received by domestic securities investment funds from investing in shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect, the tax payable shall be the same as that for individual investors. The company of such H shares will not withhold and pay the income tax of dividends for domestic enterprise investors and those domestic enterprise investors shall report and pay the relevant tax themselves.

Shenzhen-Hong Kong Stock Connect: Pursuant to the relevant requirements under the Notice on the Tax Policies Related to the Pilot Program of the Shenzhen-Hong Kong Stock Connect (Caishui [2016] No. 127) (《關於深港股票市場交易互聯互通機制試點有關稅收政策的通知(財稅[2016]127號)》), for dividends received by domestic individual investors from investing in H shares listed on the Hong Kong Stock Exchange through Shenzhen-Hong Kong Stock Connect, the company of such H shares shall withhold and pay individual income tax at the rate of 20% on behalf of the investors. For dividends received by domestic securities investment funds from investing in shares listed on the Hong Kong Stock Exchange through Shenzhen-Hong Kong Stock Connect, the tax payable shall be the same as that for individual investors. The company of such H shares will not withhold and pay the income tax of dividends for domestic enterprise investors and those domestic enterprise investors shall report and pay the relevant tax themselves.

Closure of Register of Members

In order to determine the list of H Shareholders who are entitled to the 2024 Profit Distribution, the Company's register of H Shareholders will be closed from Tuesday, July 8, 2025 to Monday, July 14, 2025, both days inclusive, during which period no transfer of H Shares will be effected. H Shareholders whose names appear on the Company's register of H Shareholders on Monday, July 14, 2025 are entitled to receive the 2024 Profit Distribution. In order to receive the 2024 Profit Distribution, H Shareholders whose transfers have not been registered shall deposit the transfer documents together with the relevant share certificates at the H Share Registrar, Tricor Investor Services Limited, at or before 4:30 p.m. on Monday, July 7, 2025 at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.

10 -

LETTER FROM THE BOARD

Warning of Risks of Dealing in the H Shares

H Shareholders should note that the existing H Shares are expected to be dealt in on an ex-entitlement basis for entitlement to the 2024 Profit Distribution from Friday, July 4, 2025. If in doubt, investors are recommended to consult their professional advisers.

Reasons for the 2024 Profit Distribution

Based on the positive expectations on the future development of the Company, and with reference to the operating results and the overall financial status of the Company, the Board proposed the 2024 Profit Distribution so as to share the fruitful result of the Company's business performance with the Shareholders.

6. 2024 ANNUAL REPORT'S FULL TEXT AND REPORT SUMMARY AND 2024 ANNUAL RESULTS ANNOUNCEMENT

An ordinary resolution will be proposed at the 2024 AGM to consider and approve the 2024 annual report's full text and report summary and 2024 annual results announcement which are published on the websites of the Company, the Hong Kong Stock Exchange and the Shenzhen Stock Exchange.

7. REMUNERATION OF THE DIRECTORS FOR THE YEAR 2025

An ordinary resolution will be proposed at the 2024 AGM to consider and approve the remuneration plan for the Directors for the year ending December 31, 2025 formulated in accordance with the Company's internal policies and relevant regulatory requirements.

Our executive Directors and non-executive Directors shall not receive any Directors' fees for their role as Directors. Our independent non-executive Directors are entitled to an annual remuneration of RMB300,000 (before tax), payable monthly. The Company shall reimburse the Directors all necessary and actual expenses in relation to the participation of Board meetings, the Board committee meetings, the meetings of the Supervisors and the general meetings of Shareholders.

8. REMUNERATION OF THE SUPERVISORS FOR THE YEAR 2025

An ordinary resolution will be proposed at the 2024 AGM to consider and approve the remuneration plan for the Supervisors for the year ending December 31, 2025 formulated in accordance with the Company's internal policies and relevant regulatory requirements, details of which are as follows:

The Supervisors shall receive the corresponding remuneration in their capacities as their respective roles in the Company. Their remuneration for the year ending December 31, 2025 consists of basic annual salary plus performance bonus, and such basic remuneration is determined with reference to similar remuneration standards in the market, taking into account

LETTER FROM THE BOARD

factors such as roles and responsibilities, ability and working location. The salary shall be paid on a monthly basis, and the performance bonus shall be determined based on the results of individual performance appraisal and the operation of the Company. The Supervisors shall not receive any remuneration for their roles as Supervisors. The Company shall reimburse the Supervisors all necessary and actual expenses in relation to the participation of Board meetings, the Board committee meetings, the meetings of the Supervisors and the general meetings of Shareholders.

9. CONFIRMATION OF HEDGING TRANSACTIONS FOR THE YEAR 2024 AND HEDGING QUOTA FOR THE YEAR 2025

An ordinary resolution will be proposed at the 2024 AGM to confirm the hedging transactions in 2024, as well as to consider and approve the granting of quota on the engaging in hedging in 2025, details of which are set out in the 2024 annual report and Appendix III to this circular, respectively.

10. PROPOSED ENGAGEMENT OF DOMESTIC FINANCIAL AND INTERNAL CONTROL AUDITORS FOR THE YEAR 2025

An ordinary resolution will be proposed at the 2024 AGM to consider and approve the appointment of Ernst & Young Hua Ming (LLP) as the domestic financial and internal control auditors for the Company in 2025. 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 2024, 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, and is not higher than the fee proposal for corresponding services in 2024. The relevant annual audit fees will be determined by the management, as to be authorized at the 2024 AGM through a proposal of the Board, based on the specific efforts and market price level of the audit work in 2025.

12 -

LETTER FROM THE BOARD

11. PROPOSED ENGAGEMENT OF INTERNATIONAL AUDITOR FOR THE YEAR 2025

An ordinary resolution will be proposed at the 2024 AGM to consider and approve the appointment of Ernst & Young as the international auditors for the Company in 2025. The pricing policy of the audit work is consistent with the approach adopted in 2024, 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, and is not higher than the fee proposal for corresponding services in 2024. The relevant annual audit fees will be determined by the management, as to be authorized at the 2024 AGM through a proposal of the Board, based on the specific efforts and market price level of the audit work in 2025.

12. PROPOSED AMENDMENTS TO THE RELATED PARTY/CONNECTED TRANSACTIONS MANAGEMENT POLICY

The Board proposed to amend the Related Party/Connected Transactions Management Policy of the Company in accordance with the Administrative Measures for Independent Directors of Listed Companies and the latest requirements under the relevant laws, administrative regulations, regulatory documents such as the Shenzhen Listing Rules. An ordinary resolution will be proposed at the 2024 AGM to consider and approve the proposed amendments to the Related Party/Connected Transactions Management Policy, the full text of which is set out in Appendix IV to this circular.

13. PROPOSED AMENDMENTS TO THE SPECIAL STORAGE AND USE OF PROCEEDS MANAGEMENT POLICY

The Board proposed to amend the Special Storage and Use of Proceeds Management Policy of the Company in accordance with the No. 2 Self-Regulatory Guidelines of Shenzhen Stock Exchange for Listed Companies – the Guidelines of the Shenzhen Stock Exchange for the Standardized Operation of Companies Listed on the ChiNext Board and other latest requirements under the relevant laws, administrative regulations, regulatory documents such as the Shenzhen Listing Rules. An ordinary resolution will be proposed at the 2024 AGM to consider and approve the proposed amendments to the Special Storage and Use of Proceeds Management Policy, the full text of which is set out in Appendix V to this circular.

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LETTER FROM THE BOARD

14. PROPOSED AMENDMENTS TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY

The Board proposed to amend the Independent Non-executive Directors Working Policy of the Company in accordance with the Administrative Measures for Independent Directors of Listed Companies and the latest requirements under the relevant laws, administrative regulations, regulatory documents such as the Listing Rules. An ordinary resolution will be proposed at the 2024 AGM to consider and approve the proposed amendments to the Independent Non-executive Directors Working Policy, the full text of which is set out in Appendix VI to this circular.

15. PROPOSED AMENDMENTS TO THE PROCEDURE FOR A SHAREHOLDER TO NOMINATE A PERSON FOR ELECTION AS A DIRECTOR

The Board proposed to amend the Procedure for a Shareholder to Nominate a Person for Election as a Director to improve corporate governance of the Company and in accordance with the Articles of Association. An ordinary resolution will be proposed at the 2024 AGM to consider and approve the proposed amendments to the Procedure for a Shareholder to Nominate a Person for Election as a Director, the full text of which is set out in Appendix VII to this circular.

16. PROPOSED BY-ELECTION OF NON-EXECUTIVE DIRECTOR OF THE THIRD SESSION OF THE BOARD

Reference is made to the announcements of the Company dated April 27, 2025 and April 29, 2025 in relation to the voluntary resignation of Mr. Hu Baifeng ("Mr. Hu") from his position as a non-executive Director and a member of the strategy committee of the Board due to reallocation of his primary work responsibilities. Mr. Hu will continue to perform his duties as a non-executive Director and a member of the strategy committee under the Board until the proposed by-election of the new non-executive Director is resolved by the Shareholders.

On April 25, 2025, the Board reviewed and passed a resolution in relation to nominating Ms. Wan Xuan ("Ms. Wan") as a candidate to stand for election as a non-executive Director of the third session of the Board.

Subject to being appointed at the 2024 AGM, Ms. Wan will serve as a member of the strategy committee of the Company. The term for Ms. Wan's appointment as a non-executive Director and as a member of the strategy committee under the Board shall commence upon the passing of election at the 2024 AGM and shall end on the expiry of the term of the current session of the Board. The Company will enter into service agreement with Ms. Wan upon her appointment at the 2024 AGM.

Save as disclosed in this circular and Appendix VIII to this circular, Ms. Wan has not held any directorship in any other listed companies in the past three years. Ms. Wan has no relationship with any directors, senior management or substantial shareholders of the Company. As at the Latest Practicable Date, Ms. Wan does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

LETTER FROM THE BOARD

Save as disclosed above, there is no other information relating to the proposed election of Ms. Wan that shall be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor any other matter which needs to be brought to the attention of the Shareholders.

An ordinary resolution will be proposed at the 2024 AGM to consider and approve the proposed election of Ms. Wan as a non-executive Director. The biographical details of Ms. Wan are set out in Appendix VIII to this circular.

SPECIAL RESOLUTIONS

17. EXTERNAL GUARANTEES QUOTA FOR THE YEAR 2025

A special resolution will be proposed at the 2024 AGM to consider and approve the granting of quota of the provision of guarantees to subsidiaries of the Company in 2025, details of which are set out in Appendix IX to this circular.

18. PROPOSED AMENDMENT TO THE EXISTING FIRST H SHARE AWARD AND TRUST SCHEME

Reference is made to the announcement of the Company dated March 26, 2025, in relation to, among others, the proposed amendment to the existing First H Share Award and Trust Scheme.

Pursuant to the terms of the existing First H Share Award and Trust Scheme, the maximum size of the existing First H Share Award and Trust Scheme, being the maximum number of H Shares which may be granted to eligible participants and which may be acquired through on-market transactions from time to time at the prevailing market price is 17,865,000 H Shares.

As at the Latest Practicable Date, the Company has granted a total of 16,310,136 H Shares to eligible participants and has vested or forfeited a total of 8,814,360 H Shares, of which 7,495,776 H Shares remain unvested. The Board is of the view that the implementation of the existing First H Share Award and Trust Scheme has optimized the Company's remuneration structure and improved employees' motivation. In order to expand the scale of incentives, the Board proposed to raise the scheme limit of the existing First H Share Award and Trust Scheme from 17,865,000 H Shares to 35,563,910 H Shares, representing approximately 12.09% of the number of the Company's H shares in issue (excluding any treasury H shares) and approximately 2% of the total issued shares of the Company as at the Latest Practicable Date.

Pursuant to the terms of the existing First H Share Award and Trust Scheme, the amendment of the scheme limit of the existing First H Share Award and Trust Scheme requires Shareholders' approval. Save for the proposed amendment to the existing scheme limit, all other terms of the existing First H Share Award and Trust Scheme shall remain in full force and effect in all other respects.

LETTER FROM THE BOARD

The existing First H Share Award and Trust Scheme involves no issue of new shares or granting of options for any new securities of the Company. Thus, it does not constitute a share scheme involving issue of new shares as defined and regulated under Chapter 17 of the Listing Rules. The existing First H Share Award and Trust Scheme constitutes a share scheme funded by existing shares under Chapter 17 of the Listing Rules and shall therefore be subject to the applicable requirements under Rule 17.12 of the Listing Rules. Any grant of an award under the existing First H Share Award and Trust Scheme to any connected person of the Company will be subject to compliance with Chapter 14A of the Listing Rules unless otherwise exempted under the Listing Rules.

19. PROPOSED ADOPTION OF THE 2025 H SHARE AWARD AND TRUST SCHEME

Reference is made to the announcement of the Company dated March 26, 2025, in relation to, among others, the proposed adoption of the 2025 H Share Award and Trust Scheme.

The Board considers that as compared with a resale or cancellation of the treasury H Shares, utilization of the treasury H Shares as share incentives will strengthen the sense of belonging and loyalty among the Company's employees, as well as to utilize treasury shares in connection with the Company's equity incentive in accordance with the latest amendments to the Listing Rules in relation to the use of treasury shares (with effect from June 11, 2024) and ensure the liquidity of the H Shares. Having given consideration to the foregoing factors, the Board resolved and approved to adopt the 2025 H Share Award and Trust Scheme for a limit of 7,263,300 H Shares, representing the amount of treasury H Shares held by the Company and approximately 2.47% of the number of the Company's H shares in issue (excluding any treasury H shares) and approximately 0.41% of the total issued share capital of the Company as at the Latest Practicable Date.

Under the amended Listing Rules, a share scheme using treasury shares to satisfy share grants would be treated as a share scheme funded by new shares under Chapter 17 of the Listing Rules. Accordingly, the grant of shares under the scheme would be subject to the scheme mandate limit approved by shareholders under Chapter 17 of the Rules. Therefore, a special resolution will be proposed at the 2024 AGM to consider and approve the adoption of the 2025 H Share Award and Trust Scheme, the full text of which is set out in Appendix X to this circular.

The 2025 H Share Award and Trust Scheme shall become effective upon satisfaction the passing of the resolution by the Shareholders to approve the adoption of the 2025 H Share Award and Trust Scheme and to authorize the Board to administer the 2025 H Share Award and Trust Scheme. As at the Latest Practicable Date, the Company intends to utilize treasury shares for further grant of awards or cover the vesting of any outstanding awards in the future.

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LETTER FROM THE BOARD

The Company will formulate plans regarding the amount and terms of awards to be granted under the 2025 H Share Award and Trust Scheme (subject to which becoming effective upon satisfaction of the conditions mentioned in the paragraph above) taking into account a number of factors, including but not limited to: (i) the availability of other share incentive schemes of the Group adopted and to be adopted by the Company from time to time, (ii) the prevailing market price of the A Shares and H Shares of the Company, and (iii) the financial and operating performance of the Group. As at the Latest Practicable Date, the Company has not identified any selected participant to the 2025 H Share Award and Trust Scheme.

As at the Latest Practicable Date, the trustee of the 2025 H Share Award and Trust Scheme is expected to be an independent third party professional trustee. None of the Directors is and will be the Trustee of the 2025 H Share Award and Trust Scheme or has or will have any direct or indirect interest in the Trustee.

The Company adopted its (i) First H Share Award and Trust Scheme on December 11, 2020, (ii) 2021 A Share Incentive Scheme on July 12, 2021, (iii) 2022 A Share Incentive Scheme on May 31, 2022, (iv) 2023 A Share Incentive Scheme on June 21, 2023. As of the Latest Practicable Date, the Company may make further awards underlying up to 3,366,923 H Shares under the First H Share Award and Trust Scheme, and no awards are available for future grant in connection with the Company's 2021 A Share Incentive Scheme, 2022 A Share Incentive Scheme and 2023 A Share Incentive Scheme. Save as disclosed, the Company has not adopted any share option or award schemes.

Proposed authorization to the Board to handle matters relating to the 2025 H Share Award and Trust Scheme

In order to implement the 2025 H Share Award and Trust Scheme, pursuant to the provisions of the relevant laws, regulations and regulatory documents such as the Listing Rules and the Articles of Association of the Company, it is hereby proposed to authorize the Board or the management committee to the 2025 H Share Award and Trust Scheme as its authorized representatives to take all relevant measures and deal with all relevant matters to approve and execute on behalf of the Company such documents as are necessary, appropriate or expedient for the purpose of giving effect and implementation of the 2025 H Share Award and Trust Scheme and to handle matters relating to the 2025 H Share Award and Trust Scheme, including but not limited to the following:

(1) to manage and operate the 2025 H Share Award and Trust Scheme, exercising all powers delegated to the authorized representative pursuant to the 2025 H Share Award and Trust Scheme;

(2) subject to compliance with Chapter 17 of the Listing Rules (including but not limited to Rule 17.03(18)), to modify and/or amend the 2025 H Share Award and Trust Scheme from time to time, provided that such modification and/or amendment

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LETTER FROM THE BOARD

shall be made in accordance with the provisions of the 2025 H Share Award and Trust Scheme relating to modification and/or amendment and shall comply with Chapter 17 of the Listing Rules;

(3) to grant awarded shares under the 2025 H Share Award and Trust Scheme, and to transfer from time to time such number of treasury H Shares as required to be transferred and utilized pursuant to the awarded shares granted under the terms and conditions of the 2025 H Share Award and Trust Scheme and the Listing Rules;

(4) subject to compliance with Chapter 17 of the Listing Rules (including but not limited to Rule 17.03(18)), to consent to such conditions, modifications and/or changes as may be required or imposed in relation to the 2025 H Share Award and Trust Scheme as deemed appropriate and expedient;

(5) to obtain all necessary consents, approvals and authorizations from any governmental and regulatory bodies in respect of the approval, filing and amendments of the 2025 H Share Award and Trust Scheme; and

(6) to make all necessary registration, amendments and filing with applicable company registration authorities.

20. PROPOSED GRANT OF GENERAL ISSUANCE MANDATE

In order to give the Company the flexibility to issue H Shares if and when appropriate, a special resolution will be proposed at the 2024 AGM to approve the grant of the General Issuance Mandate to the Board or its authorized persons to allot and issue H shares, which will not exceed 3.3% of the number of the Company's shares in issue (excluding any treasury H shares) at the time of the 2024 AGM.

The Directors wish to state that they have no immediate plan to issue any new H Shares pursuant to the General Issuance Mandate.

Further details of the special resolution to be passed with respect to the grant of General Issuance Mandate to issue H Shares are set out in Appendix XI to this circular.

21. PROPOSED GRANT OF THE REPURCHASE MANDATE

In order to give the Company the flexibility to repurchase H Shares if and when appropriate, a special resolution will be proposed at the 2024 AGM, the H Share Class Meeting and the A Share Class Meeting to approve the grant of the Repurchase Mandate to the Board or its authorized persons to repurchase and deal with H Shares, having a limit of up to 1.5% of the number of the Company's shares in issue (excluding any treasury H shares) at the time

LETTER FROM THE BOARD

of the 2024 AGM, assuming there is no further changes to the Company's share capital between the Latest Practicable Date and the date of the 2024 AGM, the maximum number of H Shares which may be repurchased under the proposed Repurchase Mandate would be 26,563,900 H Shares.

The Directors wish to state that they have no immediate plan to repurchase any H Shares pursuant to the Repurchase Mandate.

Further details of the special resolution to be passed with respect to the grant of the Repurchase Mandate are set out in Appendix XII to this circular. An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate is set out in Appendix XIII to this circular.

22. PROPOSED INCREASE IN THE REGISTERED CAPITAL AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated March 26, 2025, in relation to, among other things, the proposed increase in the registered capital of the Company and the proposed amendments to the Articles of Association.

The proposed increase in the registered capital of the Company

On February 5, 2025, the Company completed the relevant registration and listing and circulation procedures of a total of 409,516 A Shares of the Company, the underlying restricted Shares vested pursuant to the Company's 2021 A Share Incentive Scheme and 2022 A Share Incentive Scheme. As a result, the total number of Shares of the Company has increased from 1,777,786,009 Shares to 1,778,195,525 Shares.

As a result of the aforesaid matters, the Board proposed to increase the registered capital of the Company from RMB1,777,786,009 (divided into 1,777,786,009 Shares) to RMB1,778,195,525 (divided into 1,778,195,525 Shares).

The proposed amendments to the Articles of Association

In view of the increase in the registered capital of the Company, and in order to (i) conform to the latest applicable laws of the People's Republic of China and recent updates to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited; and (ii) incorporate certain housekeeping amendments, a special resolution will be proposed at the 2024 AGM to consider and approve the proposed increase in the registered capital of the Company and the proposed amendments to the Articles of Association, which is set out in Appendix XIV to this circular.

LETTER FROM THE BOARD

The proposed amendments are prepared in Chinese language. In the event of any discrepancy between the English translation and the Chinese version, the Chinese version shall prevail.

Save for the proposed amendments set out in Appendix XIV to this circular, other provisions of the Articles of Association shall remain unchanged. Prior to the proposed amendments being approved by way of special resolution at the 2024 AGM, the existing Articles of Association shall remain valid. The proposed amendments are ultimately subject to the results filing with the market regulatory authorities.

Proposed authorization for registration of the increase in the registered capital and amendments to the articles of association

In light of the special resolutions to consider and approve the increase in the registered capital of the Company and amendments to the Articles of Association above, it is hereby proposed at the 2024 AGM to consider and authorize the Company's legal representative and their authorized persons to handle the registration matters and filing procedures in relation to the increase in registered capital and amendments to the Articles of Association.

23. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE GENERAL MEETINGS

The Board proposed to amend the Rules of Procedure for the General Meetings of the Company in accordance with the latest requirements under the relevant laws, administrative regulations, regulatory documents such as the Listing Rules, the PRC Company Law and the Articles of Association of the Company. A special resolution will be proposed at the 2024 AGM to consider and approve the proposed amendments to the Rules of Procedure for the General Meetings, the full text of the which is set out in Appendix XV to this circular.

24. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD MEETINGS

The Board proposed to amend the Rules of Procedure for the Board Meetings of the Company in accordance with the latest requirements under Administrative Measures for Independent Directors of Listed Companies, the Articles of Association of the Company and other relevant laws, administrative regulations, regulatory documents. A special resolution will be proposed at the 2024 AGM to consider and approve the proposed amendments to the Rules of Procedure for the Board Meetings, the full text of the which is set out in Appendix XVI to this circular.

LETTER FROM THE BOARD

25. THE 2024 AGM AND THE CLASS MEETINGS AND CLOSURE OF REGISTER OF MEMBERS

Notices convening the 2024 AGM and the H Share Class Meeting of the Company to be held on Friday, June 20, 2025 at 1:30 p.m. are enclosed.

For the purpose of determining the H Shareholders entitled to attend and vote at the 2024 AGM and the H Share Class Meeting, the register of members of the H Shares will be scheduled to close from Tuesday, June 17, 2025 to Friday, June 20, 2025 (both days inclusive), during which no transfer of H Shares will be registered. 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 and the H Share Class Meeting. In order to be eligible to attend and vote at the 2024 AGM and the H Share Class Meeting, holders of H Shares whose transfer documents have not been registered are required to deposit all properly completed share transfer forms together with the relevant share certificates to the Company's H Share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for holders of H shares) for registration not later than 4:30 p.m. on Monday, June 16, 2025.

26. 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 2024 AGM and the H Share Class Meeting in the manner prescribed under the Listing Rules.

As at the Latest Practicable Date, to the best of the Director's knowledge, information and belief, having made all reasonable enquiries, no Shareholder was required to abstain from voting on the resolutions to be proposed at the 2024 AGM.

27. RECOMMENDATION

The Board (including the independent non-executive Directors) considers that all resolutions set out in the Notice of 2024 AGM and the Notices of the Class Meetings are fair and reasonable and 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 2024 AGM and the Notices of the Class Meetings.

LETTER FROM THE BOARD

28. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully

For and on behalf of the Board

Dr. Lou Boliang

Chairman

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APPENDIX I

WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2024

Dear Shareholders of Pharmaron Beijing Co., Ltd.:

In 2024, the Board of Directors of Pharmaron Beijing Co., Ltd. (hereinafter referred to as the "Company") strictly abided by laws and regulations, including the Company Law, the Securities Law, the Rules Governing the Listing of Stocks on the ChiNext Market of Shenzhen Stock Exchange, and the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, as well as the Company's articles of association, the rules of procedure of the Board of Directors and other regulations. The board earnestly implemented all the resolutions adopted by the general meeting of shareholders, actively promoted the implementation of the board's resolutions, and continuously standardized the Company's corporate governance. All directors fulfilled their duties conscientiously and diligently, which ensured the Company's sustainable, healthy and stable development. Now, a report on the main work of the board of directors in 2024 is presented as follows:

I. OPERATION RESULTS IN 2024

2024 was a year full of challenges. The uncertainties arising from geopolitical tensions, alongside the temporary impact of a tough biotech funding environment, have imposed substantial volatilities on the CRO/CDMO industry. The Company firmly believes that the long-term industry fundamentals remain intact, and is steadfast in implementing its core strategy of developing an end-to-end, fully integrated and multiple-modalities capable services platform with global footprints to further support its customers in improving the efficiency and flexibility of their pharmaceutical R&D and manufacturing needs. In 2024, the Company remained committed to its long-term strategic priorities, including technological innovation, talent development, customer service enhancement, and global operational resilience, to mitigate risks posed by global economic fluctuations and industry uncertainties, while strengthening its business continuity and sustainable growth. During the Reporting Period, the Company has maintained a stable growth momentum, demonstrating strong resilience and customer loyalty, and highlighting the competitive advantages of its business model.

During the Reporting Period, the Company realized revenue of RMB12,275.8 million, with a year-on-year growth of 6.4%. As a result of the initial recovery of the global biotech funding, the Company delivered sequential quarter-over-quarter revenue growth, with year-on-year revenue growth rates accelerating each quarter. Notably, it achieved double-digit year-on-year revenue growth for two consecutive quarters in the second half of 2024, each exceeding 10%, while continuing to expand its global market share. During the Reporting Period, the Company's overseas customer visits reached an all-time high, and its newly signed purchase orders increased by more than 20% year-on-year. The Company obtained the profit attributable to the owners of the parent of RMB1,793.4 million, with a year-on-year growth of 12.0%. The Company obtained the non-IFRSs adjusted net profit attributable to owners of the parent of RMB1,606.9 million, with a year-on-year decrease of 15.6%. This was mainly due to the combined effects of an increase in the number of employees, increased syndicated loans

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APPENDIX I

WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2024

at the end of 2023 which refinanced the Convertible Bonds, and certain capacities were transferred from construction in progress into fixed assets at the end of 2023 and during the Reporting Period. During the Reporting Period, net cash flows generated from operating activities of the Company was RMB2,576.7 million, a year-on-year decrease of 6.4%. After deducting the capital expenditures allocated to support its business growth, the Company's free cash flow was RMB536.0 million.

The Company continued to adhere to the "Customer Centric" corporate philosophy, leveraging its end-to-end and fully-integrated services platform, adhering the highest international quality standards and seamless collaborations among teams in China, the U.K. and the U.S., the Company has effectively met the diverse needs of global customers across different R&D stages. During the Reporting Period, the Company served more than 3,000 global customers, of which the customers using the services of multiple business segments of the Company contributed revenue of RMB9,187.8 million, accounting for 74.8% of the Company's revenue. During the Reporting Period, the Company added more than 900 new customers, contributing revenue of RMB655.2 million, accounting for 5.3% of the Company's revenue; the existing customers contributed revenue of RMB11,620.6 million, with a year-on-year growth of 8.8%, accounting for 94.7% of the Company's revenue. Categorized by customer types, during the Reporting Period, the revenue from the top 20 global pharmaceutical companies was RMB2,188.5 million, with a year-on-year growth of 26.9%, accounting for 17.8% of the Company's revenue; the revenue from other customers was RMB10,087.3 million, with a year-on-year growth of 2.8%, accounting for 82.2% of the Company's revenue. Categorized by regions where the customers are located, during the Reporting Period, the revenue from customers in North America was RMB7,852.7 million, with a year-on-year growth of 6.1%, accounting for 64.0% of the Company's revenue; the revenue from customers in EU (including the U.K.) was RMB2,271.9 million, with a year-on-year growth of 23.2%, accounting for 18.5% of the Company's revenue; the revenue from customers in China was RMB1,847.3 million, with a year-on-year decrease of 6.5%, accounting for 15.0% of the Company's revenue; and the revenue from customers in other regions was RMB303.9 million, with a year-on-year decrease of 4.4%, accounting for 2.5% of the Company's revenue. In addition, we had extensive technical cooperation with clients and made joint publications from research results, including 42 articles published in peer reviewed international scientific journals, such as J. Med. Chem., Org. Lett. and OPR&D, 34 granted or submitted domestic and international patent applications (14 of which Pharmaron invented and owns the IP rights, and 20 IP rights owned by our clients with Pharmaron scientists as coinventors) in 2024.

In 2024, the Company continued to strengthen its leadership in small molecule R&D and manufacturing services, leveraging advanced synthetic and manufacturing technologies to deliver value for global customers. In addition, the Company further enhanced its service capabilities for new drug modalities including ADCs, peptides, and oligonucleotides and made significant progress: (1) Building on its deep expertise in small molecule R&D services and strategic expansion into biologics services, the Company has established a fully integrated ADC discovery service line, including antibody preparation, payload synthesis, linker

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APPENDIX I

WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2024

synthesis, bioconjugation and biological testing that has achieved rapid business growth, serving dozens of global customers. (2) The Company’s peptide discovery services continued to advance based on a comprehensive synthesis platform consisting of automated synthesis, analysis and purification, and have successfully completed GMP production projects. (3) The Company’s service capabilities for oligonucleotide drugs (including siRNA, ASO, etc.) have adopted many cutting-edge technologies and have been recognized by global customers, undertaking multiple early-stage R&D projects.

With the rapid development of AI technology, more and more biopharmaceutical companies are starting to use and explore the application of AI in drug discovery and development to improve R&D efficiency and success rate. Centered on AI technology and data empowerment, the Company has proactively advanced the development of related service capabilities to optimize the process and increase its productivity across drug discovery, development, and manufacturing. These efforts aim to shorten its customers’ R&D timelines, improve success rate, and ultimately benefit patients. While actively exploring AI applications in drug R&D services, the Company maintains an ongoing commitment to mitigating risks, such as data security challenges and other AI technology risks. Through strengthened governance, it continues to enhance the reliability and sustainability of AI empowered drug R&D services.

II. ADJUSTMENT OF THE COMPOSITION NUMBER OF THE BOARD OF DIRECTORS

In 2024, through the deliberation and approval of the “Proposal on Adjusting the Composition Number of the Board of Directors” at the 11th meeting of the third session of the Company’s board of directors and the second extraordinary general meeting of shareholders in 2024, the Company adjusted the composition number of the board of directors from 9 to 8 as of December 18, 2024. Among them, there are 3 executive directors, 2 non-executive directors, and 3 independent non-executive directors. After the adjustment of the board of directors’ structure, the operational efficiency of the Company’s board of directors has been further improved, enabling it to perform its duties more efficiently in various aspects such as corporate governance, internal control, information disclosure, and financial supervision.

APPENDIX I

WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2024

III. PERFORMANCE OF DUTIES BY THE BOARD OF DIRECTORS

1. Meeting Convening Situation

In light of the development needs of the Company, the Board of Directors promptly convened meetings to make decisions on major matters. A total of 7 Board of Directors meetings were held throughout the year, making decisions on important matters such as periodic reports, profit distribution, external guarantees, related-party transactions, share repurchases, adjustment of the Board of Directors structure, and equity incentive plans. The resolutions of the meetings were earnestly implemented and organized, effectively promoting the development of the Company. The situation of the Board of Directors meetings held by the Company in 2024 is as follows:

Session	Date	Resolutions considered and approved
The 6th Meeting of the Third Session of the Board of Directors	March 27, 2024	1. Resolution on the Work Report of the Board of Directors for 2023
2. Resolution on the Work Report of the General Manager in 2023
3. Resolution on the Financial Final Accounts Report for 2023
4. Resolution on the Profit Distribution Plan for 2023
5. Resolution on the Company 2023 Internal Control Self-Assessment Report
6. Resolution on the Company 2023 Annual Report Full Text, Report Summary and 2023 Annual Results Announcement
7. Resolution on the Remuneration Plan for Senior Management of the Company
8. Resolution on Confirmation of Daily Related Transactions in 2022
9. Resolution on Estimated Application for Credit Lines from Non-related Party Financial Institutions in 2024
10. Resolution on the Company Estimated Amount of Guarantee in 2024
11. Resolution on Using Part of the Idle Self-owned Funds to Purchase Wealth Management Products
12. Resolution on Confirmation of Transaction of Hedging Products in 2023 and Estimation of Transaction Limit of Hedging Products in 2024
13. Resolution on the Environmental, Social and Governance Report for 2023

APPENDIX I

WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2024

Session

Date

Resolutions considered and approved

Resolution on the Evaluation of the Performance of the Accounting Firm in 2023 and the Report on the Discharge of Supervisory Duties by the Audit Committee
Resolution on Evaluating the Independence of Independent Non-executive Directors
Resolution on Granting a General Mandate to the Board of Directors to Issue the Company Additional H Shares by the Shareholders' General Meeting
Resolution on Increasing Registered Capital and Revising the 'Articles of Association of the Company' (I)
Resolution on Increasing Registered Capital and Revising the 'Articles of Association of the Company' (II)
Resolution on Revising the Rules of Procedure of the Shareholders' General Meeting
Resolution on Revising the Rules of Procedure of the Board of Directors
Resolution on Revising the Independent Non-executive Directors Working Policy
Resolution on Revising the Related Party/Connected Transaction Management Policy
Resolution on Revising the External Guarantee Management Policy
Resolution on Revising the External Investment Management Policy
Resolution on Revising the Special Storage and Use Management Policy for Raised Funds
Resolution on Revising the Implementation Rules for the Cumulative Voting Policy
Resolution on Revising and Adding Part the Company Governance and Compliance Policy
Resolution on Convening the Annual General Meeting of 2023, the First A Share Class Meeting and the First H Share Class Meeting of 2024
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Session	Date	Resolutions considered and approved
The 7th Meeting of the Third Session of the Board of Directors	April 25, 2024	1. Resolution on the Company First Quarterly Report of 2024
2. Resolution on the Change of the Company Secretary, Authorized Representative of the Stock Exchange and Process Agent
3. Resolution on the Plan for Repurchasing the Company’s A Shares
4. Resolution on the General Authorization Given by the General Meeting of Shareholders to the Board of Directors for Repurchasing the Company’s H Shares
The 8th Meeting of the Third Session of the Board of Directors	May 16, 2024	1. Resolution on Selling the Equity of a Foreign Associated Company
The 9th Meeting of the Third Session of the Board of Directors	August 27, 2024	1. Resolution on the 2024 Interim Report Full Text, Report Summary and Interim Results Announcement
2. Resolution on the Intent to Reappoint the Domestic Financial and Internal Control Audit Institution for 2024
3. Resolution on the Intent to Reappoint the Foreign Accounting Firm for 2024
4. Resolution on Adjusting Matters Related to the Restricted A Share Incentive Scheme in 2021, 2022 and 2023
5. Resolution on the Satisfaction of the Vesting Conditions for the Third Vesting Period of the 2021 Restricted A Share Incentive Scheme but the Shares will not Be Listed Temporarily
6. Resolution on the Satisfaction of the Vesting Conditions for the Second Vesting Period of the 2022 Restricted A Share Incentive Scheme but the Shares will not Be Listed Temporarily
7. Resolution on Canceling and Invalidating Part of the Granted but Unvested Restricted Stocks in Restricted A Share Incentive Scheme in 2021, 2022 and 2023
8. Resolution on Amending and Adding Part Company Governance Policy
9. Resolution on Proposing to Convene the First Extraordinary General Meeting of 2024

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WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2024

Session	Date	Resolutions considered and approved
The 10th Meeting of the Third Session of the Board of Directors	October 29, 2024	1. Resolution on the Company Third Quarterly Report of 2024
The 11th Meeting of the Third Session of the Board of Directors	November 27, 2024	1. Resolution on Adjusting the Composition Number of the Board of Directors
2. Resolution on Canceling the Repurchased Shares and Reducing the Registered Capital
3. Resolution on Amending the ‘Articles of Association of the Company’
4. Resolution on Amending the ‘Working Policy for Independent Non-executive Directors’
5. Resolution on Adjusting the Composition Members of the Company’s Board of Directors’ Strategy Committee and Amending the ‘Working Policy of the Board of Directors’ Strategy Committee’
6. Resolution on Additional Investment in a Foreign Associated Company and Related Transactions
7. Resolution on Proposing to Convene the Second Extraordinary General Meeting of 2024, the Second A Share Class Meeting of 2024 and the Second H Share Class Meeting of 2024
The 12th Meeting of the Third Session of the Board of Directors	December 8, 2024	1. Resolution on the Plan for Repurchasing the Company’s H Shares

2. Implementation of Resolutions of the General Meeting of Shareholders

In 2024, the Company convened a total of 1 annual general meeting of shareholders and 2 extraordinary general meetings of shareholders. The board of directors of the Company fulfilled its duties in strict accordance with laws and regulations such as the Company Law and the Securities Law, as well as the provisions of the Company’s Articles of Association. It earnestly implemented all the resolutions approved by the general meeting of shareholders in strict accordance with the resolutions and authorizations of the general meeting of shareholders.

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WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2024

3. Performance of Duties by Each Special Committee of the Board of Directors

(1) Performance of Duties by the Audit Committee during the Reporting Period

The main responsibilities of the Audit Committee are to supervise, inspect and evaluate the Company’s internal control, financial information, etc. in accordance with the provisions of the Company’s Articles of Association. All members of the Company’s Audit Committee are independent non-executive directors. The establishment of the Audit Committee has strengthened the decision-making role of the Board of Directors, ensured the effective supervision of senior management by the Board of Directors, and improved the Company’s corporate governance structure. During the reporting period, the Audit Committee convened a total of 6 meetings to review proposals regarding the Company’s periodic reports, internal control evaluation reports, reappointment of the audit institution, annual audit plan, related-party transactions, etc. The specific situation is as follows:

Session	Date	Resolutions considered and approved
The 6th Meeting of the Audit Committee of the Third Session of the Board of Directors	March 26, 2024	1. Resolution on the Company 2023 Internal Control Audit Report
2. Resolution on Work Report of Internal Control and Internal Audit Department in 2023 and the Inspection Report on Major Events in the Second Half of 2023
3. Resolution on the Financial Final Accounts Report for 2023
4. Resolution on the Profit Distribution Plan for 2023
5. Resolution on the Company 2023 Annual Report Full Text, Report Summary and 2023 Annual Results Announcement
6. Resolution on the Special Audit Statement on Funds Occupied by Controlling Shareholders and Other Associated Parties in 2023
7. Resolution on the Confirmation of Daily Related Transactions in 2023
8. Resolution on Confirmation of Transaction of Hedging Products in 2023 and Confirmation of Transaction of Hedging Products in 2024
9. Resolution on Confirmation of the Company Related/Connected Parties and Related/Connected Persons
10. Resolution on Review of Compliance with the Corporate Governance Code of the Company
11. Resolution on the Evaluation of the Performance of the Accounting Firm in 2023 and the Report on the Discharge of Supervisory Duties by the Audit Committee
12. Resolution on the Summary of Audit Work in 2023

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WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2024

Session	Date	Resolutions considered and approved
The 7th Meeting of the Audit Committee of the Third Session of the Board of Directors	April 25, 2024	1. Resolution on Internal Control and Internal Audit Work Report
2. Resolution on the Company First Quarterly Report of 2024
The 8th Meeting of the Audit Committee of the Third Session of the Board of Directors	August 27, 2024	1. Resolution on the Work Report of Internal Control and Internal Audit Department for the First Half of 2024 and the Inspection Report on Major Matters
2. Resolution on the Funds Occupied by Controlling Shareholders and Other Associated Parties in the First Half of 2024
3. Resolution on Confirmation of the Company Related/Connected Parties and Related/Connected Persons
4. Resolution on the Company 2024 Interim Report Full Text, Report Summary and Interim Results Announcement
5. Resolution on the Intent to Reappoint the Domestic Financial and Internal Control Audit Institution for 2024
6. Resolution on the Intent to Reappoint the Foreign Accounting Firm for 2024
The 9th Meeting of the Audit Committee of the Third Session of the Board of Directors	October 29, 2024	1. Resolution on Work Report of Internal Control and Internal Audit Department
2. Resolution on the Company Third Quarterly Report of 2024
The 10th Meeting of the Audit Committee of the Third Session of the Board of Directors	November 27, 2024	1. Resolution on Additional Investment in a Foreign Associated Company and Related Transactions
The 11th Meeting of the Audit Committee of the Third Session of the Board of Directors	December 18, 2024	1. Resolution on the Annual Audit Plan for 2024

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WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2024

(2) Performance of Duties by the Remuneration and Appraisal Committee during the Reporting Period

The main responsibilities of the Remuneration and Appraisal Committee are to review and supervise the implementation of the remuneration system and the performance appraisal system that have effective incentives and constraints. It makes recommendations to the Board of Directors on the Company’s remuneration system for directors and senior management personnel, the performance appraisal system, as well as the Company’s A-share equity incentive plan, and evaluates the performance and behavior of directors and senior management personnel. During the reporting period, 2 meetings were convened.

Session	Date	Resolutions considered and approved
The 2nd Meeting of the Remuneration and Appraisal Committee of the Third Session of the Board of Directors	March 26, 2024	1. Resolution on the Remuneration Program of the Company’s Directors
2. Resolution on the Remuneration Program of the Company’s Senior Management
3. Resolution on the Performance Evaluation of the Company’s Senior Management
The 3rd Meeting of the Remuneration and Appraisal Committee of the Third Session of the Board of Directors	August 27, 2024	1. Resolution on the Fulfillment of the Vesting Conditions for the Third Vesting Period of the 2021 Restricted A Share Incentive Scheme but the Shares will not Be Listed Temporarily
2. Resolution on the Fulfillment of the Vesting Conditions for the Second Vesting Period of the 2022 Restricted A Share Incentive Scheme but the Shares will not Be Listed Temporarily

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WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2024

(3) Performance of Duties by the Strategy Committee during the Reporting Period

The main responsibilities of the Strategy Committee are to study and put forward suggestions on the Company’s medium- and long-term development strategies and major investment decisions, and assist the Board of Directors in carrying out relevant work within its scope of duties and powers. At the same time, as the decision-making body for the special work of ESG governance, the Strategy Committee is responsible for supervising, reviewing and making decisions on matters such as the Company’s ESG strategies and objectives. During the reporting period, the Company convened a total of 2 meetings of the Strategy Committee.

Session	Date	Resolutions considered and approved
The 1st Meeting of the Strategy Committee of the Third Session of the Board of Directors	March 26, 2024	1. Resolution on the Company 2023 Environmental, Social and Governance Report
2. Resolution on Revising the Science Based Targets and Improving the Corresponding Work Plan
3. Resolution on Revising the Company’s Sustainable Development Goals
The 2nd Meeting of the Strategy Committee of the Third Session of the Board of Directors	August 27, 2024	1. Resolution on Reviewing the Diversity, Equity and Inclusion (DEI) Framework and Understanding the Major Progress of Environmental, Social and Governance Work in the First Half of 2024

(4) Performance of Duties by the Nomination Committee during the Reporting Period

The main responsibilities of the Nomination Committee are to formulate the selection criteria and procedures for the Company’s directors and managerial personnel, search for candidates, make selections, and put forward suggestions. At the same time, the Nomination Committee also undertakes the responsibility of reviewing the structure, personnel, and composition of the Board of Directors. During the reporting period, 1 meeting was convened.

Session	Date	Resolutions considered and approved
The 1st Meeting of the Nomination Committee of the Third Session of the Board of Directors	March 26, 2024	1. Resolution on Reviewing the Rationality of the Board Structure
2. Resolution on Assessing the Independence of Independent Non-executive Directors
2.1 Mr. Tsang Kwan Hung Benson
2.2 Mr. Yu Jian
2.3 Ms. Li Lihua
2.4 Mr. Zhou Qilin

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WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2024

4. Performance of Duties by Independent Non-executive Directors

In 2024, in accordance with the relevant requirements of the Measures for the Administration of Independent Directors of Listed Companies, all independent non-executive directors, with an attitude of being responsible for the Company and its shareholders, fulfilled their duties diligently and faithfully. They actively came to the Company's site for office work, put forward suggestions for guidance and supervision, and attended relevant meetings such as general meetings of shareholders, meetings of the Board of Directors, and special meetings of independent non-executive directors of the Board of Directors in accordance with the law. They carefully reviewed all proposals, objectively expressed their own opinions and views based on an independent stance, and put forward professional opinions or suggestions on major matters such as the Company's operation and management, financial management, related-party transactions, and profit distribution. Independent non-executive directors regularly communicated separately with the auditors of the accounting firm hired by the Company, paid full attention to important matters such as the Company's internal control construction, risk prevention and control, and financial audit, and played a positive role in standardizing the Company's operation and safeguarding the legitimate rights and interests of the Company and its vast number of shareholders. Independent non-executive directors actively communicated with the Company's management and promptly understood the Company's business information, financial and operating conditions, etc.

5. Investor Relations Management

Through standardized information disclosure and diversified communication platforms such as the investor relations team, and on the premise of complying with relevant information disclosure regulations, the Board of Directors has established a timely and effective two-way communication mechanism with investors, conveying the Company's value to the capital market and enhancing investors' understanding of the Company. Through reasonable and proper activity arrangements, the Company has covered investors to the greatest extent possible, introduced the Company's fundamentals and future development to investors in detail and accurately, elaborated on the Company's investment value, and ensured full communication with investors. In 2024, the Company answered a total of 71 questions on the Interactive Easy platform; held a total of 6 research activities, receiving more than 1,000 person-times of investors in total, which promoted communication between domestic and foreign investors and the Company. The Company has also maintained continuous and good communication with individual investors who pay close attention to the Company's situation, introducing to them the Company's production and operation status, industry information, etc., and promptly guiding and relieving the negative emotions of investors caused by market fluctuations. In addition, the Board of Directors arranged for the investor relations team to actively cooperate with regulatory authorities in carrying out investor education and publicity work, including investor education and publicity activities such as the National Security Education Day for All in 2024 and the National Investor Protection Publicity Day in 2024.

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WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2024

6. Environmental, Social and Governance

In 2024, the Company made significant progress in the field of environmental, social and governance (ESG). For the first time, the Company was selected for both “S&P Global Sustainability Yearbook 2025” and “S&P China Sustainability Yearbook 2025”, which means that the Company’s sustainability performance has been ranked among the top of the industry. At the same time, the Company was upgraded to AA in the MSCI ESG rating. After being awarded the Industry ESG Top Rated Company in the Sustainalytics ESG Risk Rating, this year the Company continued to break through and won the Regional ESG TOP Company (Asia Pacific). In alignment with the Science-Based Targets initiative (SBTi), the Company has vigorously advanced emission reduction efforts both within operations and across the supply chain. The Company achieved a significant 21% reduction in GHG emissions (Scope 1 + Scope 2) in 2024 compared to 2023 through optimized energy management, enhanced production efficiency, the establishment of green electricity procurement channels, and the exploration of innovative technologies. The Company has successfully met the 2024 annual carbon reduction target. Simultaneously, the Company has made substantial strides in the field of animal welfare. All laboratory animal sites have been certified by the International Laboratory Animal Assessment and Accreditation Council (AAALAC), and have implemented high-standard animal welfare and protection protocols, ensuring that every scientific research endeavor adheres to the highest ethical standards. Furthermore, the Company has optimized the diversity, equity, and inclusion (DEI) aspects of its supply chain, thereby strengthening its core competitive advantage. On the management front, the Company has continued to expand its certifications, including the Environmental Management System ISO 14001, Occupational Health and Safety Management System ISO 45001, and Information Security Management System ISO 27001. By adhering to globally recognized standards, the Company has comprehensively enhanced its management capabilities and systems.

7. Information Disclosure

The Board of Directors operates in a standardized manner in strict accordance with the provisions of laws and regulations such as the Securities Law, the Rules Governing the Listing of Stocks on the ChiNext Market of Shenzhen Stock Exchange, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as well as the Company’s Articles of Association, the Rules of Procedure of the Board of Directors, and the Information Disclosure Management Policy. It actively and prudently carries out work in fulfilling the obligation of information disclosure and strengthening investor relations management. In 2024, the Board of Directors carried out information disclosure in a timely, true, accurate and complete manner. A total of 159 announcements were disclosed externally for A shares, and 266 announcements (in both Chinese and English combined) were disclosed externally for H shares. On the basis of meeting the compliance requirements of mandatory information disclosure, the Company takes the initiative to do a good job in voluntary information disclosure to enhance investors’ confidence. The information disclosure work has been

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WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2024

recognized by the regulatory authorities. Since its listing, the Company has maintained an “A” rating (the highest grade) in the information disclosure evaluation of the Shenzhen Stock Exchange for five consecutive years, establishing a good corporate image in the capital market.

8. Review of the Company’s Corporate Governance Functions

(1) Review of the Company’s Corporate Governance Functions

Since the Company was listed on the Stock Exchange, it has always complied with the “Corporate Governance Code” in Appendix C1 of the Stock Exchange Listing Rules. The third session Board of Directors of the Company established an Audit Committee, a Strategy Committee, a Nomination Committee, and a Remuneration and Appraisal Committee, each of which performs its own duties. All members of the Audit Committee are independent non-executive directors of the Company. The Board of Directors reviewed and examined the Company’s corporate governance situation in 2024 and considered that the Company’s corporate governance functions were legal and effective.

(2) Review of the Company’s Shareholder Communication Policy

The Company believes that effective communication with shareholders is very important for strengthening investor relations and enabling investors to understand the Company’s business performance and strategies. The Board of Directors reviewed and examined the Company’s “Shareholder Communication Policy” and considered that the operation of the Company’s “Shareholder Communication Policy” was legal and effective.

(3) Review of the Board Diversity Policy

The members of the Company’s Board of Directors have diverse educational backgrounds, skills, knowledge, and experience. Educational backgrounds include various disciplines such as chemistry, business management, law, economics, materials science and engineering, business administration, and management. In terms of skills, knowledge, and experience, they cover various aspects such as scientific research, corporate management, investment, legal services, finance, and auditing. The Board of Directors believes that the policy of board member diversity is effective. The Company will continue to strive to improve the current policy and enhance the level of corporate governance.

(4) Review of the Whistle-blowing Policy and System

The Company strictly implements the “Internal Whistle-blowing and Investigation Policy”, and the whistle-blowing channels are unblocked. The Board of Directors believes that the Company’s whistle-blowing policy and system are both effective.

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WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2024

(5) Review of the Anti-Corruption Policy and System

The Company strictly implements the “Anti-Corruption Compliance Policy”. The Company prohibits employees from bribing others and accepting bribes. The Board of Directors believes that the anti-corruption policy and system are both effective.

(6) Review of the Code of Conduct for Directors and Employees in Securities Transactions of the Company

Based on the formulated “Management Policy for Insiders of Inside Information” and “Management Policy for Directors, Supervisors, and Senior Management Personnel’s Holding and Trading of the Company’s Stocks”, the Company improves the management of inside information from multiple aspects such as information identification, confidentiality, and supervision. At the same time, it organizes multiple trainings to ensure that all employees are aware of the system requirements and conducts regular self-inspections. No cases of illegal disclosure or trading have been found. The Board of Directors believes that the relevant systems formulated by the Company to regulate the securities transactions of directors and employees comply with the relevant provisions of the “Corporate Governance Code”.

(7) Review of the Training and Continuous Professional Development of Directors and Senior Management Personnel

During the reporting period, through the new training system for directors, supervisors, and senior management personnel launched by the Beijing Listed Companies Association, the Company’s directors, supervisors, and senior management personnel participated in relevant trainings organized by the Beijing Listed Companies Association and the Shenzhen Stock Exchange multiple times. The Board of Directors believes that the Company’s directors, supervisors, and senior management personnel have received effective professional training.

(8) Review of the Mechanism for the Company’s Board of Directors to Obtain Independent Views

In 2024, through the deliberation and approval of the “Proposal on Adjusting the Composition Number of the Board of Directors” at the 11th meeting of the third session Board of Directors of the Company and the second extraordinary general meeting of shareholders in 2024, as of December 18, 2024, the Company adjusted the composition number of the Board of Directors from 9 to 8, including 3 executive directors, 2 non-executive directors, and 3 independent non-executive directors. The number and composition of executive directors, non-executive directors, and independent non-executive directors in the third-session Board of Directors of the Company are more balanced, with a high degree of independence. It strictly complies with the provisions of the “Rules Governing the Listing of Stocks on the ChiNext Market of Shenzhen Stock Exchange” and the “Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited” regarding the composition of board committees to ensure that each board committee can obtain independent views. The structure of the Board

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of Directors is reasonable, the scale is appropriate, and the skills, knowledge, experience, and gender balance of board members are well-considered. The tenure of each independent non-executive director is balanced, which is conducive to maintaining a balance between the number of directors with in-depth understanding of the Company and those with new views and insights. Each independent non-executive director will notify the Company as soon as possible if there are any changes in their personal information that may affect their independence. The Company does not grant share options, shares, or other equity-based remuneration with performance-related elements to independent non-executive directors to maintain their objectivity and independence on the Board of Directors.

(9) Review of the Formulation of the Company's Corporate Governance Policies and Practices

The Company formulates its corporate governance policies and practices in accordance with the relevant provisions of the Company Law, the Rules Governing the Listing of Stocks on the ChiNext Market of Shenzhen Stock Exchange, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and the Company's Articles of Association. The Board of Directors believes that the formulation of the Company's corporate governance policies and practices complies with the provisions of the "Corporate Governance Code".

(10) Review of the Company's Policies and Practices in Complying with Laws and Regulatory Requirements

The Company operates in strict compliance with the law and formulates relevant company systems within the scope of legal provisions. The Board of Directors believes that the Company's policies and practices in complying with laws and regulatory requirements comply with the provisions of the "Corporate Governance Code".

(11) Review of the Company's Code of Conduct for Employees and Directors and the Compliance Manual

The Company formulates the "Employee Handbook" in accordance with relevant laws such as the Civil Code and the Labor Law, and formulates relevant codes of conduct for employees and directors in accordance with the relevant provisions of the Company Law, the Rules Governing the Listing of Stocks on the ChiNext Market of Shenzhen Stock Exchange, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and the Company's Articles of Association. The Board of Directors believes that the formulation of the Company's code of conduct for employees and directors and the compliance manual complies with the provisions of the "Corporate Governance Code".

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WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2024

IV. OUTLOOK FOR 2025

In the complex and ever-changing market environment, adhering to the basic principles of strengthening corporate governance and moving towards promoting the high-quality development of the capital market, the Board of Directors has formulated the work outlook for 2025:

1. Continuously Strengthen the Construction of the Board of Directors and Improve the Efficiency of Corporate Governance

The Board of Directors of the Company will continue to strengthen its own construction in strict accordance with the requirements of rules and regulations such as the "Rules Governing the Listing of Stocks on the ChiNext Market of Shenzhen Stock Exchange" and the "Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited". It will continuously improve the level of standardized operation of the Company, and earnestly do a good job in the daily work of the Board of Directors. All members of the Board of Directors will continue to strengthen their learning, improve their ability to perform their duties, and make scientific and efficient decisions on major matters of the Company. At the same time, it will further establish and improve the Company's rules and regulations, optimize the Company's governance structure, strengthen the construction of internal control, improve the level of standardized operation, strictly promote the implementation of various systems, establish a more standardized and transparent operation system for listed companies, improve the governance structure, and ensure the stable and sustainable development of the Company.

2. Adhere to High-quality Information Disclosure

As an A+H share listed company in Shenzhen and Hong Kong, the Board of Directors will continue to strengthen its attention to information disclosure work. The Board of Directors will earnestly fulfill its information disclosure obligations in strict accordance with the requirements of laws, regulations, regulatory documents, and the Company's relevant systems. Adhering to the principles of openness, fairness, and justice, it will ensure the timeliness, truthfulness, accuracy, and completeness of information disclosure, learn from each other the opinions and suggestions of the Shenzhen and Hong Kong stock exchanges on information disclosure work, effectively improve the level of standardized operation and transparency of the Company, and protect the interests of investors to the greatest extent.

3. Actively Convey Corporate Value and Protect the Legitimate Rights and Interests of Investors

The Company will continue to strengthen the management of investor relations, effectively safeguard the legitimate rights and interests of small and medium-sized investors, and establish a good image in the capital market. The Board of Directors of the Company will continue to attach importance to investor relations management work. Proceeding from safeguarding the vital interests of the majority of investors, it will optimize and strengthen

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communication and exchanges with investors through various channels such as investor hotlines, the investor interactive platform, and investor relations activities. It will promptly explain and handle the issues and questions of concern to investors, and earnestly do a good job in the confidentiality of undisclosed information. At the same time, it will promptly convey the Company's development strategies, goals, and business concepts to the market, enhance investors' understanding and trust in the Company, strictly abide by the relevant provisions on investor protection in the Securities Law, and effectively protect the legitimate rights and interests of investors.

4. Actively Practice the ESG Concept and Promote the Sustainable Development of the Company

The Company will continue to practice the concept of low-carbon development, establish and improve the environmental governance system, promote energy conservation and green low-carbon transformation, and take environmental protection and respect for nature as the premise of the Company's high-quality development. According to the signed Science Based Targets initiative, the Company will continue to make efforts in aspects such as greenhouse gas emissions, energy use, water resource use, and the compliant disposal of waste, to promote the sustainable development of the Company.

5. Main operational plan for 2025

In 2024, global biotech funding has returned to a growth trajectory, with customer demand demonstrating initial signs of recovery and newly signed purchase orders achieving rapid growth. In 2025, the Company will continue to adhere to the growth strategy of "end-to-end, fully integrated, globalized and multiple-therapeutic modalities", and is committed to providing customers with better services and gaining market share. The Company will focus on the following tasks:

(1) Strengthen the fully integrated service platform for multiple-therapeutic modalities

a. Strengthening its leading position in small molecules and continue to develop capabilities for new drug modalities

With over two decades of development, the Company has established an end-to-end small molecule pharmaceutical R&D and manufacturing service platform covering the entire process from drug discovery to preclinical and clinical development and commercial manufacturing. In 2025, the Company will continue to make efforts in strengthening its leading position in small molecule R&D services and enhancing its competitiveness globally. In addition, the Company will continue to expand and deepen its service offerings in new drug modalities including peptides, oligonucleotides, antibodies, ADCs, and CGT products, with a focus on manufacturing service capabilities, and promote the diversification of its integrated platform.

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WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2024

b. Continue to improve the CMC (small molecule CDMO) services capabilities

After the integration of the capacities in China, the U.K. and the U.S., the Company has set up a production information center to coordinate the equipment, manpower and materials of these CDMO facilities to improve utilization; it has streamlined and simplified the operating processes and documentation to facilitate the project transfers and business coordination, and improve productivity. In 2025, the Company will accelerate the enhancement of late-stage and commercial manufacturing capabilities, leveraging its industry-leading process development capabilities, strengths in various areas built from early-stage projects and the global hybrid model to undertake more late-stage and commercial projects.

c. Continue to strengthen the fully integrated clinical development service platform

Through a series of integrations, the clinical development service platform in China will further strengthen its service capability of each subsidiary and department, creating greater synergies across teams. Its overseas clinical development services, while consolidating and expanding early-phase clinical trial services in healthy volunteers, will extend to clinical development services targeting patients with both oncological and non-oncological diseases. In 2025, while driving the continuous improvement of the integrated clinical service platform, the Company will further promote the cooperation between teams in China and the U.S., and help Chinese customers develop their products overseas. Simultaneously, the Digital Innovation Technology Department of Pharmaron Clinical will continue to advance digital and intelligent initiatives, pioneer innovative approaches, and empower multiple clinical research business units through the application of advanced tools including automation and machine learning, enhancing service capabilities and quality standards. In February 2025, the Company completed the controlling stake acquisition of Zhejiang Aistarfish Technology Co., Ltd. By integrating the high-quality and compliant patient data of Aistarfish Technology and its AI technology platform, the Company fully leverages Aistarfish Technology's technological and data expertise in oncology. Combined with the capabilities and scale advantages of its clinical CRO services, the Company aims to optimize the clinical trial processes including patient enrollment, patient follow-up, and data management. Meanwhile, the Company will make additional investments to expand Aistarfish Technology's AI models and data platform into non-oncology fields, establishing unified multimodal data standards and integrating disease characteristics such as genomics and imaging data, to achieve cross-disease data integration. Through algorithm-optimized patient screening and stratification, the Company is committed to further promoting the digital and intelligent upgrade of its clinical development service platform, thus better assisting its customers in improving drug R&D efficiency.

d. Continue improving the biologics and CGT services platform

For the biologics R&D services, in 2024, the Company has made progress in the laboratory protein and antibody generation and characterization services. In addition, its biologics development and manufacturing facilities in Ningbo (Campus II in Ningbo) began operation. Building on this momentum, the Company plans to further strengthen its biologics

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discovery and CDMO service capabilities in 2025. This will be accomplished by establishing a quality system fully compliant with the highest international regulatory standards, expanding technical teams, attracting top-tier professional talents, and developing an integrated biologics R&D and manufacturing platform. These efforts aim to position the Company to undertake more biologics service projects.

In the field of cell and gene therapy services, the Company will continue to realize the synergies between its CGT services in the U.S. and its gene therapy CDMO services in the U.K., and gradually increase its business scale and productivity. Leveraging the strengths of its service platforms, the Company aims to actively expand its customer base to meet the needs of both domestic and overseas customers.

(2) Enhance collaborations across multi-modality platforms

With over two decades of development, the Company has established a broad spectrum of drug R&D and manufacturing service capabilities across multiple therapeutic modalities, including small molecules, biologics and CGT products. The Company will continue to achieve integration and synergies both vertically and horizontally. Vertically, the Company is strengthening the seamless integration of the same discipline across different pharmaceutical R&D stages. Horizontally, the Company is strengthening the integration of different disciplines at the same pharmaceutical R&D stages, improving the science and technology of each discipline, expanding the service offerings, and promoting the interdisciplinary collaborations. By adopting a more open and proactive attitude to promote and practice cross-platform collaborations, the Company aims to further consolidate and develop its new drug modalities R&D services and improve its innovation capabilities in this evolving environment. In addition, the Company is committed to promoting cross-site management and operations to break down geographical barriers and realize more synergies.

(3) Improve the Company's global business development and marketing capabilities

In 2025, the Company's business development (BD) team, marketing team and its scientists and technicians will work together to better serve its customers. From domestic to overseas, from preclinical to clinical, BD and marketing teams will build an integrated, multi-dimensional, and powerful network. Through this vertically and horizontally interconnected collaboration network, the Company will deliver more efficient and cost-effective services to customers. For overseas market, the Company will continue to maintain its solid relationships with its existing customers, and explore new business opportunities. Leveraging its scientific and technical expertise, the Company is committed to providing high quality services to its customers and maintaining its loyal customer base. For domestic market, the Company will adopt a China market strategy to better expand its domestic customer base and meet the domestic customers' needs.

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(4) Reinforce “Customer-Centric” corporate philosophy

The Company operates with a customer-centric approach across all business operations and R&D activities, maintaining a steadfast commitment to delivering efficient, high quality R&D services that create value for customers as the cornerstone of sustainable development. Building upon robust service capabilities and communication mechanisms, the Company will make efforts to strengthen client relationship management, develop a sound reputation to achieve a sustainable long-term partnership. The Company strives to deepen and broaden the collaborations and elevate the partnerships to a strategic level.

At the same time, the Company will continue to tighten its compliance management, following compliance systems, including the highest international quality regulatory standards, regulations and standards in different regions, and the implementation of high-standard laboratory animal welfare and protection norms, etc. The Company will strictly abide by the highest international quality regulatory standards, further enhance its compliance awareness, and provide customers with high-quality products and services.

(5) Continue to strengthen our talent pool to support our long-term and sustainable growth

Talents are the foundation of innovation and the key to strengthening our core competitiveness. It is our long-standing human resources strategy to build an inclusive and open development platform to attract and train our talent pool. As of December 31, 2024, the total number of employees of the Company was 21,370, including nearly 1,500 new graduates recruited on campus. In 2025, we will continue to attract high calibre R&D talents globally, improve the Company's benefits system to maximize the retention of talents in key positions, and further expand and enhance our multidimensional and comprehensive training system. Implement differentiated content training according to business needs to different level managers, so that employees and the Company can grow together, so as to provide strong support to the future growth of the Company.

Board of Directors of Pharmaron (Beijing) Co., Ltd.

March 26, 2025

APPENDIX II

WORK REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2024

During 2024 (hereinafter collectively referred to as the "reporting period"), the Supervisory Committee of Pharmaron (Beijing) Co., Ltd. (hereinafter referred to as the "Company") strictly complied with the provisions of laws and regulations such as the Company Law, the Securities Law, the Rules Governing the Listing of Stocks on the ChiNext Market of Shenzhen Stock Exchange, and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as well as the Company's systems such as the Company's Articles of Association and the Rules of Procedure of the Supervisory Committee. It earnestly fulfilled its supervisory duties, diligently exercised its powers, and effectively supervised major matters such as the Company's business decision-making procedures, production and operation activities, financial status, and the performance of duties by the Company's directors and senior management. This promoted the standardized operation and healthy development of the Company, and actively safeguarded the legitimate rights and interests of the Company and all shareholders. The report on the performance of duties by the Company's Supervisory Committee in 2024 is as follows:

I. MEETINGS OF THE SUPERVISORY COMMITTEE

The Supervisory Committee of the Company consists of 3 supervisors, including 1 employee representative supervisor. The number and composition of the Supervisory Committee meet the requirements of laws and regulations. During the Reporting Period, the Supervisory Committee of the Company held a total of 5 meetings, and the convening and voting procedures of the meetings complied with the relevant provisions of the Company Law, the Company's Articles of Association, etc. The specific meeting details are as follows:

(I) On March 27, 2024, the 6th meeting of the 3rd session of the Supervisory Committee was held, and the following proposals were reviewed and approved:

Resolution on the 2023 Work Report of the Supervisory Committee
Resolution on the Financial Final Accounts Report for 2023
Resolution on the Profit Distribution Plan in 2023
Resolution on 2023 Internal Control Self-Assessment Report
Resolution on 2023 Annual Report Full Text, Report Summary and 2023 Annual Results Announcement
Resolution on the Confirmation of Daily Related Transactions in 2023
Resolution on the Company Estimated Guarantee Quota in 2024

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WORK REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2024

Resolution on Using Part of the Idle Self-owned Funds to Purchase Wealth Management Products
Resolution on the Confirmation of Transaction of Hedging Products in 2023 and Estimation of Transaction Limit of Hedging Products in 2024 Resolution on Granting a General Mandate to the Board of Directors by the Shareholders' General Meeting to Issue Additional H Shares
Resolution on Granting a General Mandate to the Board of Directors to Issue the Company Additional H Shares by the Shareholders' General Meeting
Resolution on Revising the Rules of Procedure of the Supervisory Committee

(II) On April 25, 2024, the 7th meeting of the 3rd session of the Supervisory Committee was held, and the following proposal was reviewed and approved:

Resolution on the First Quarterly Report of 2024

(III) On August 27, 2024, the 8th meeting of the 3rd session of the Supervisory Committee was held, and the following proposals were reviewed and approved:

Resolution on the 2023 Interim Report Full Text, Report Summary and Interim Results Announcement
Resolution on the Intent to Reappoint the Domestic Financial and Internal Control Audit Institution for 2024
Resolution on the Intent to Reappoint the Foreign Accounting Firm for 2024
Resolution on Adjusting Matters Related to the Restricted A Share Incentive Scheme in 2021, 2022 and 2023
Resolution on the Satisfaction of the Vesting Conditions for the Third Vesting Period of the 2021 Restricted A Share Incentive Scheme but the Shares will not Be Listed Temporarily
Resolution on the Satisfaction of the Vesting Conditions for the Second Vesting Period of the 2022 Restricted A Share Incentive Scheme but the Shares will not Be Listed Temporarily
Resolution on Canceling and Invalidating Part of the Granted but Unvested Restricted Stocks in Restricted A Share Incentive Scheme in 2021, 2022 and 2023
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WORK REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2024

(IV) On October 29, 2024, the 9th meeting of the 3rd session of the Supervisory Committee was held, and the following proposal was reviewed and approved:

Resolution on the Third Quarterly Report of 2024

(V) On November 27, 2024, the 10th meeting of the 3rd session of the Supervisory Committee was held, and the following proposal was reviewed and approved:

Resolution on Additional Investment in a Foreign Associated Company and Related Transactions

II. SUPERVISION AND INSPECTION OF RELEVANT MATTERS OF THE COMPANY BY THE SUPERVISORY COMMITTEE IN 2024

During the Reporting Period, in accordance with the relevant provisions of the Company Law, the Securities Law, the Rules Governing the Listing of Stocks on the ChiNext Market of Shenzhen Stock Exchange, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Self-regulatory Supervision Guidelines for Listed Companies on the Shenzhen Stock Exchange No. 2 – Standardized Operation of ChiNext Listed Companies, and the Company's Articles of Association, the Supervisory Committee of the Company, proceeding from the perspective of safeguarding the interests of the Company and small and medium-sized investors, earnestly fulfilled the duties of the Supervisory Committee, and carried out a series of supervision and verification activities on the Company's standardized operation, financial status, related- party/connected-person transactions, etc., and formed the following opinions:

(I) Regarding the Company's operation in accordance with the law

During the Reporting Period, the Supervisory Committee of the Company effectively supervised the convening procedures, resolution matters, decision-making processes of the Board of Directors' meetings and general meetings of shareholders, the implementation of the resolutions of the general meetings of shareholders by the Board of Directors, the performance of duties by the Company's directors and senior management, and the Company's internal control system and its legality and compliance. It continuously supervised the implementation of the Company's major decisions.

The Supervisory Committee believes that: The Company's work can be carried out in a standardized manner in strict accordance with the Company Law, the Company's Articles of Association, and other relevant regulations and systems. The business decisions are scientific and reasonable. The internal control system is sound and complete, and a relatively perfect check-and-balance mechanism among the operating, decision-making, and supervisory bodies has been formed. When performing their duties in the Company, the Company's directors and

APPENDIX II

WORK REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2024

senior management can all work diligently and responsibly, abide by national laws, regulations, and the provisions of the Company’s Articles of Association, and safeguard the interests of the Company. No illegal, irregular, or behavior that harms the interests of the Company has been found.

(II) Written review opinions on the Company’s periodic reports

During the Reporting Period, the Supervisory Committee of the Company carefully reviewed the Company’s annual report for 2023 and the first-quarter report, semi-annual report, and third-quarter report for 2024. It believes that: The above mentioned periodic reports prepared by the Company comply with the provisions of laws, administrative regulations, the China Securities Regulatory Commission, the Shenzhen Stock Exchange, and The Stock Exchange of Hong Kong Limited. The report content is true, accurate, and complete, and there are no false records, misleading statements, or major omissions. The Supervisory Committee agrees with the content of the above mentioned periodic reports of the Company and approves their external disclosure.

(III) Regarding the Company’s financial activities

The Supervisory Committee of the Company legally inspected and supervised the Company’s finances. After inspection and review, the Supervisory Committee believes that: The Company has a sound financial system, standardized financial operations, and a good financial status; the Company’s financial report for 2024 complies with the relevant provisions of the Accounting Standards for Business Enterprises and the Accounting System for Business Enterprises, and can objectively, truly, and accurately reflect the Company’s financial status and operating results.

(IV) Regarding the Company’s asset sales and acquisitions

During the Reporting Period, the Company did not have major asset sales and acquisitions.

(V) Regarding the Company’s related-party/connected-person transactions

The Supervisory Committee of the Company paid attention to the Company’s transactions with related parties/connected persons, and supervised and verified the related-party/connected-person transactions that occurred during the Reporting Period in accordance with the requirements of the Company’s Articles of Association and the Related-Party/Connected Transaction Management Policy. It believes that:

The decision-making procedures for the daily related-party transactions that occurred in the Company in 2024 complied with the provisions of laws and regulations such as the Company Law and regulatory documents, as well as the Company’s Articles of Association and the Related-Party/Connected Transaction Management Policy. The transaction amount did not

APPENDIX II

WORK REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2024

exceed the annual estimated amount; the transaction pricing followed the principles of fairness and rationality. There was no situation of manipulating the Company's profits through related-party transactions, nor any situation that damaged the interests of the Company and its shareholders.

On August 2, 2024, in response to an additional financing request of $20 million issued by PharmaGend Global Medical Services Pte. Ltd. to all investors, all investors signed the "Share Subscription Agreement" and agreed to jointly make an additional investment of $20 million in the joint-venture company in accordance with their respective shareholding ratios. Among them, the Company's wholly-owned subsidiary, Pharmaron (Hong Kong) International Limited (hereinafter referred to as "Pharmaron Hong Kong International"), holds a 35% stake in the joint-venture company and made an additional investment of $7 million in PharmaGend Global Medical Services Pte. Ltd. After the additional investment was completed, the shareholding ratios of each investor in PharmaGend Global Medical Services Pte. Ltd. remained unchanged.

On November 27, 2024, the Company held the first meeting of the Special Meeting of Independent Directors of the 3rd session of the Board of Directors, the 11th meeting of the 3rd session of the Board of Directors, and the 10th meeting of the 3rd session of the Supervisory Committee, and reviewed and approved the "Proposal on Additional Investment in a Foreign Associated Company and Related Party Transactions". In response to an additional financing request of a total of $30 million issued by PharmaGend Global Medical Services Pte. Ltd. to all investors, it agreed to jointly make an additional investment of $30 million in PharmaGend Global Medical Services Pte. Ltd. in accordance with their respective shareholding ratios. Among them, Pharmaron Hong Kong International holds a 35% stake in PharmaGend Global Medical Services Pte. Ltd. and made an additional investment of $10.5 million in PharmaGend Global Medical Services Pte. Ltd. with its self-owned funds. After the additional investment was completed, the shareholding ratios of each investor in PharmaGend Global Medical Services Pte. Ltd. remained unchanged. The Supervisory Committee of the Company believes that this transaction was carried out on the basis of voluntariness, equality, fairness, and legality among all parties. All investors fully evaluated and investigated the capital requirements of PharmaGend Global Medical Services Pte. Ltd. for carrying out the formulation CDMO business, and decided to jointly make an additional investment after full consultation. All investors bear corresponding responsibilities according to their respective investment ratios, and the transaction pricing is fair and reasonable, and there is no situation that damages the interests of the Company.

(VI) Regarding the Company's external guarantees and the occupation of funds by related parties

After verification, the Supervisory Committee believes that: During the Reporting Period, the Company had no situations of illegal guarantees, overdue guarantees, or the occupation of funds by related parties.

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WORK REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2024

(VII) Regarding the Company’s information disclosure

During the Reporting Period, the Supervisory Committee inspected the internal reporting of major information, the preparation and submission of information disclosure content to the Board of Directors and the Supervisory Committee, and the completion of information disclosure. The Supervisory Committee believes that: The Company’s major information is transmitted in a timely manner. The Company strictly complies with the requirements of laws and regulations such as the Measures for the Administration of Information Disclosure of Listed Companies and the Rules Governing the Listing of Stocks on the ChiNext Market of Shenzhen Stock Exchange, as well as the Company’s Information Disclosure Management System and the Internal Reporting System for Major Information. The information disclosure is true, accurate, complete, timely, and fair, and there are no false records, misleading statements, major omissions, or situations that mislead investors, nor any situations that damage the interests of the Company and small and medium-sized shareholders. During the Reporting Period, the Company’s information disclosure was rated “A” by the Shenzhen Stock Exchange.

(VIII) Regarding the Company’s internal control

The Company has developed and effectively implemented the Company’s “Internal Control Management System” in combination with the characteristics of the industry, the Company’s scale, and the actual needs of production and operation. It has improved the organizational structure of the Company’s internal control, ensured the normal progress of the Company’s business activities, prevented operational risks, and protected the safety and integrity of the Company’s assets; the Company’s internal control system is complete, and there are no major defects in the Company’s internal control on the whole. The Company’s “Internal Control Evaluation Report for 2024” truly and objectively reflects the construction and operation of the Company’s internal control system, and complies with the requirements of relevant national laws and regulations and the Company’s Articles of Association.

III. WORK PLAN FOR THE SUPERVISORY COMMITTEE IN 2025

In 2025, the Supervisory Committee of the Company will continue to faithfully and diligently fulfill its duties, work in concert with the Audit Committee of the Company’s Board of Directors to strengthen supervision and promote the standardized operation of the Company. It will focus on the following three aspects:

(I) Strengthen learning and improve management level. The members of the Supervisory Committee of the Company will continue to strengthen their own learning, further enhance their risk-prevention awareness and ability to perform their duties. In accordance with the requirements of regulatory authorities, they will promote the Company to continuously improve its governance structure, improve its management level, and effectively safeguard the rights and interests of the Company and all shareholders.

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WORK REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2024

(II) Strengthen supervision and inspection, and actively urge the improvement and effective operation of the internal control system. The Supervisory Committee will continue to strictly comply with the provisions of relevant laws such as the Company Law, administrative regulations, regulatory documents, and the Company's Articles of Association, faithfully fulfill its duties, further promote the standardized operation of the Company, and safeguard the interests of the Company and all shareholders; strengthen communication and coordination with the Board of Directors and senior management, focus on paying attention to the progress of the Company's risk management and the improvement of the internal control system, and actively urge the improvement and effective operation of the internal control system.

(III) Adhere to financial supervision as the core and prevent the Company's operational risks. The Supervisory Committee of the Company will strengthen the supervision of major matters such as the Company's financial status, fund occupation, and related-party/connected-person transactions. It will promptly alert against risks discovered during supervision to effectively safeguard the legitimate rights and interests of the Company and its shareholders.

Supervisory Committee of Pharmaron (Beijing) Co., Ltd.
March 26, 2025

APPENDIX III

HEDGING QUOTA FOR THE YEAR 2025

Important notice:

Purpose, categories and amount of the transactions: In order to hedge the risk of exchange rate fluctuations of foreign currencies against the RMB, the Company and its subsidiaries propose to carry out hedging products (including forward exchange business, swap business, foreign exchange option and other financial derivatives) transaction business. According to the Company's export income, overseas business scale, overseas financing and the practice of the peer companies, the Company and its subsidiaries expect to carry out hedging product transactions with a cap of USD1 billion or other equivalent foreign currencies in 2025. The above transaction amount can be recycled during the investment period and the transaction amount (including the amount related to the re-trading of the proceeds from hedging products transactions) at any timepoint during the investment period shall not exceed such transaction amount.
Review procedures: On March 26, 2025, the Company convened the 13th meeting of the third session of the Board of Directors and the 11th meeting of the third session of the Supervisory Committee, at which the Resolution on the Confirmation of the Hedging Product Transaction for the Year of 2024 and Estimated Hedging Product Transaction Quota for the Year of 2025 was considered and approved, and such matter shall be subject to the approval at the general meeting of the Company.
Risk warning: The Company follows the principle of prudence. All hedging business is based on normal production and operation, relies on specific business operations, with the purpose of hedging and preventing exchange rate risks. However, hedging business has certain risks, therefore investors are advised to take caution of investment risks.

I. OVERVIEW OF HEDGING PRODUCTS IN 2025

1. Investment purpose

In view of the company's current high level of international business, in recent years, the high volatility of the exchange rate of foreign currencies (e.g. the U.S. dollar) against the RMB has a certain impact on the Company's financial position. In order to hedge the risk of exchange rate fluctuations of foreign currencies against the RMB, prevent the adverse effects of significant exchange rate fluctuations on the Company, improve the efficiency of capital use and enhance financial soundness, it is necessary for the Company and its subsidiaries to make full use of hedging instruments to reduce exchange loss, so as to avoid the risks of exchange rate fluctuations in the foreign exchange market.

The Company has formulated the Futures and Derivatives Trading Business Management System, which stipulated that the accounting department, internal control and internal audit department, securities division and all subsidiaries shall conduct end-to-end supervision on the hedging products transactions based on their respective duties and designate professionals for

APPENDIX III

HEDGING QUOTA FOR THE YEAR 2025

the hedging business, and the organizations with which it works are all financial institutions with sound reputation and strict risk control measures. In a word, the targeted risk control measures taken by the Company are practicable and conducting hedging business is feasible.

Without prejudicing against the development of the principal business of the Company and reasonable arrangement of usage of funds, the Company and its subsidiaries intends to conduct foreign hedging product transactions at the right time. The business categories of hedging products include forward exchange business, swap business, foreign exchange option and other financial derivatives trading business, which are mainly denominated in US dollars. The risks to be hedged by foreign exchange hedging transaction in 2025 include exchange rate risk and interest rate risk, etc., which is expected to include the exchange rate risk of export earnings denominated in US dollars and corresponding receivables, the foreign exchange risk of the balance sheet, the exchange rate risk of foreign currency loans and receivables and payables and the interest rate risk of floating-rate borrowings, etc. The Company's trading of hedging products helps to hedge the risk exposures formed by factors such as expected foreign exchange receipts and payments from foreign currency contracts, foreign currency funds, and fluctuations in the interest rates/exchange rates of foreign currency loans.

2. Transaction amount

According to the Company's export income, overseas business scale, overseas financing and the practice of the peer companies, the Company and its subsidiaries expect to carry out hedging product transactions with a cap of USD1 billion or other equivalent foreign currencies in 2025. The above transaction amount can be recycled during the transaction period and the transaction amount (including the amount related to the re-trading of the proceeds from hedging products transactions) at any timepoint during the investment period shall not exceed such transaction amount.

3. Transaction method

The business categories of the hedging products that the Company proposes to carry out at home and abroad are: forward foreign exchange business, swap business, foreign exchange options and other financial derivatives trading business, which were mainly denominated in US dollars. The counterparties are large and medium-sized commercial banks with relevant hedging business qualifications at home and abroad. The main purpose of the relevant hedging business to be carried out overseas is to control the exchange rate risk of accounts receivable, the foreign exchange risk of the balance sheet, and foreign exchange and interest rate exposure and other risks involved in overseas foreign currency financing.

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HEDGING QUOTA FOR THE YEAR 2025

4. Term of transaction

The transaction shall be valid from the date of approval of this proposal by the 2024 annual general meeting of shareholders until the earliest of the following dates:

(1) The date 12 months after the date of approval of this proposal by the general meeting of shareholders of the Company; or

(2) The date of the 2025 annual general meeting of shareholders of the Company.

If the duration of a single transaction exceeds the validity period of the resolution, the validity period of the resolution shall be automatically extended until the termination of the single transaction.

5. Fund source

The fund source is the Company's own funds. There is no direct or indirect use of the proceeds from the A Share Offering and bank borrowings to engage in the business.

II. REVIEW PROCEDURES

On March 26, 2025, the Company convened the 13th meeting of the third session of the Board of Directors and the 11th meeting of the third session of the Supervisory Committee, at which the Resolution on the Confirmation of the Hedging Product Transaction for the Year of 2024 and Estimated Hedging Product Transaction Quota for the Year of 2025 was considered and approved, and such matter shall be subject to the approval at the general meeting of the Company. There is no connected relationship between the Company and its subsidiaries and the financial institutions providing hedging products.

When the hedging business actually occurs, it is proposed to the general meeting to authorize the Company and its subsidiaries to jointly negotiate with relevant financial institutions to determine the transaction volume, transaction amount, transaction contract term, performance guarantee, trading leverage ratio, liquidity arrangement, settlement principle, payment method, liability for breach of contract within the above limit, and to authorize the chairman of the Company and its authorized representative to sign relevant contracts of the above transaction. The relevant hedging business matters shall be subject to the official signed documents.

APPENDIX III

HEDGING QUOTA FOR THE YEAR 2025

III. TRANSACTION RISK ANALYSIS AND RISK CONTROL MEASURES

1. Risk analysis

The Company follows the principle of prudence. All hedging business is based on normal production and operation, relies on specific business operations, with the purpose of hedging and preventing exchange rate risks. However, hedging business has certain risks, mainly including:

Market risk: in the event that the trend of foreign exchange rates deviates from the Company’s judgment, the cost of the Company’s foreign exchange hedging business may exceed expectations, resulting in losses to the Company.
Liquidity risk: on one hand, due to incomplete and asymmetrical market information of foreign exchange hedging business and lack of deep secondary trading market, the liquidity of products in the market is insufficient; on the other hand, the foreign exchange hedging business market is a one-on-one personalized contract, which is due for settlement, and inherently creates the risk of poor liquidity.
Credit risk: the counterparties of the foreign exchange hedging transactions default and fail to pay the Company’s hedging profits as agreed, which will not be able to hedge the actual exchange losses of the Company, and will cause losses to the Company.
Operational risk: the foreign exchange hedging business is highly professional and complex, which may cause losses in the process of foreign exchange hedging business due to employee’s operational errors, system failures and other reasons.
Legal risk: in the course of foreign exchange hedging business, the legal risk arising from the signing of contracts by the Company.

2. Risk control measures

The Company has assigned professionals to manage the transaction of the hedging products, to conduct financial management and risk control development, and has formulated the Futures and Derivatives Trading Business Management System, which clearly defines the operational rules, approval and licensing rights, decision-making procedures, operational process, follow-up management, information isolation measures, internal risk control measures and information disclosure of foreign exchange hedging business.

APPENDIX III

HEDGING QUOTA FOR THE YEAR 2025

(2) In order to control the market risk, the Company will strengthen its research and analysis of exchange rates, pay attention to changes in the international and domestic market environment in real time, adhere to the principle of foreign exchange risk neutrality, adjust its operation strategies in a timely manner, so as to maximize the prevention of exchange rate fluctuations on the Company's adverse effects.

(3) In order to reduce liquidity risk, the Company tries to shorten the contract period and carry out foreign exchange hedging business for many times in the short term.

(4) In order to control credit risk, the Company only conducts foreign exchange hedging business with financial institutions such as banks with relevant business qualifications to ensure the legality of the Company's financial derivatives trading management.

(5) In order to control the foreign currency financing and overseas investment foreign currency exposure risks, the Company intends to carry out derivatives and relevant hedging business with overseas large international commercial banks with relevant business qualifications, mainly for the purpose of preventing the adverse impact of fluctuation in overseas foreign exchange and interest rate market on the Company. Such transactions prohibit speculation and arbitrage with the single purpose of protecting and avoiding contingent foreign exchange and floating interest rate exposure. As the Company has fully understood the risks of carrying out derivatives and hedging business overseas and counterparties' credit risk, it will act in strict compliance with the business rules and regulations, and conduct business activities in view of specific business and risk exposure by upholding the prudent risk-neutral principle. The political, economy and legal risks of the overseas countries and regions where we propose to conduct business are controllable.

(6) In order to prevent operational risks, all foreign exchange transactions of the Company are for the purpose of hedging and preventing exchange rate risks, no speculative and arbitrage transactions are allowed, and operations are conducted in strict accordance with the provisions of the Futures and Derivatives Trading Business Management System to effectively ensure the implementation of the system. The Company's internal control and internal audit department regularly audits the actual operation, use of funds and profit and loss of foreign exchange hedging business, and verifies whether transactions and information disclosure are performed in accordance with the relevant internal control system.

(7) In order to prevent legal risks, the Company will review the legal status and trading qualifications of counterparties to prevent legal risks during the process of signing contracts.

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HEDGING QUOTA FOR THE YEAR 2025

IV. TRANSACTION RELATED ACCOUNTING TREATMENT

The hedging business conducted by the Company and its subsidiaries can fully utilize hedging instruments to reduce or avoid exchange rate risks arising from exchange rate fluctuations, reduce exchange losses and control operating risks. In accordance with the Accounting Standards for Business Enterprises No. 22 – Recognition and Measurement of Financial Instruments, the Accounting Standards for Business Enterprises No. 24 – Hedge Accounting, the Accounting Standards for Business Enterprises No. 37 – Presentation of Financial Instruments, the Accounting Standards for Business Enterprises No. 39 – Fair Value Measurement and other relevant regulations and guidelines issued by the Ministry of Finance, the Company conducts corresponding accounting treatment for the foreign exchange hedging business that has been carried out, and conducts accounting treatment for the hedging business in accordance with the Hedge Accounting, reflecting the relevant items in the balance sheet and profit and loss statement.

V. OPINIONS OF THE SUPERVISORY COMMITTEE

The Supervisory Committee believes that conducting foreign exchange hedging business is to effectively avoid and guard against the risk brought by fluctuation in foreign exchange rate by making full use of foreign exchange hedging instruments, and the Company has formulated the Futures and Derivatives Trading Business Management System, improved relevant internal control system, and adopted targeted risk control measures, without prejudicing against the interests of the Company and all the shareholders, especially the minority shareholders. Therefore, we agree such matter.

APPENDIX IV

RELATED PARTY/CONNECTED TRANSACTIONS MANAGEMENT POLICY

PHARMARON BEIJING CO., LTD.

Related Party/Connected Transactions Management Policy

Chapter 1 General Provisions

Article 1 In accordance with the Company Law of the People's Republic of China (the "Company Law"), Securities Law of the People's Republic of China (the "Securities Law"), listing rules of the stock exchange(s) where the Company's shares are listed (including but not limited to the Rules Governing the Listing of Shares on the ChiNext of Shenzhen Stock Exchange, the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "H Share Listing Rules")) and other relevant laws, regulations and normative documents, the policy is hereby formulated in order to regulate the management of related/connected transactions of Pharmaron Beijing Co., Ltd. (the "Company", together with its subsidiaries, the "Group"), guarantee that the related/connected transactions between the Company and related parties/connected persons comply with the principles of fairness, justice and fairness, and ensure that the related/connected transactions of the Company do not harm the interests of the Company, all shareholders and creditors, especially the legitimate interests of minority shareholders.

Article 2 Related transaction of the Company refers to the identified transfer of resources or obligations or any other transaction between the Company or its controlling subsidiaries and the related persons in accordance with the Company Law, Securities Law and related laws and regulations and normative documents as well as relevant listing rules of the Shenzhen Stock Exchange ("SZSE") (hereinafter collectively referred to as the "A Share Listing Rules").

Connected transactions of the Company refers to transactions between a listed company or its subsidiaries and connected persons (as defined in the H Share Listing Rules) as determined under Chapter 14A of the H Share Listing Rules, and specific types of transactions with third parties.

The Company shall give priority to adopting more stringent standards for the related/connected transactions to which the A Share Listing Rules and the H Share Listing Rules both apply and shall fulfill corresponding procedures such as approval, filing, avoidance and information disclosure in accordance with the requirements of applicable laws, regulations, normative documents or the listing rules of the stock exchange where the Company's shares are listed.

Article 3 The policy is applicable to the Company and its branches and wholly-owned or controlling subsidiaries and other affiliated enterprises.

APPENDIX IV

RELATED PARTY/CONNECTED

TRANSACTIONS MANAGEMENT POLICY

Article 4 Related/connected transactions of the Company shall follow the following basic principles:

(I) Equality, voluntariness, equivalence and compensation;

(II) Justice, impartiality and fairness;

(III) If the related parties/connected persons enjoy voting rights at the general meeting, they shall avoid voting on related/connected transactions except under special circumstances;

(IV) The director who has any interest with the related party/connected person shall withdraw from voting on the related/connected transaction by the board of directors (the "Board");

(V) The Board of the Company shall judge whether the related/connected transaction is beneficial to the Company according to objective criteria, and shall engage a professional evaluation agency or independent financial advisor to express opinions when necessary. The Board of the Company shall stipulate that the audit committee under it shall perform the duties of controlling and daily management of the related/connected transactions of the Company;

(VI) Related transactions that should be disclosed must be approved by a simple majority of all independent non-executive directors.

Chapter 2 Related Persons and Related Party Transactions Subject to the A Share Listing Rules

Section 1 Related Persons and Scope of Related Transactions

Article 5 Related persons of the Company include related legal persons and related natural persons.

Article 6 A legal person or any other organization under any of the following circumstances shall be a related legal person of the Company:

(I) A legal person or any other organization that directly or indirectly controls the Company;

(II) Legal persons or other organizations other than the Company and its controlling subsidiaries directly or indirectly controlled by the entities listed in clause (I) above;

APPENDIX IV

RELATED PARTY/CONNECTED

TRANSACTIONS MANAGEMENT POLICY

(III) Legal persons or other organizations other than the Company and its controlling subsidiaries that are directly or indirectly controlled by the related natural persons listed in Article 8, or where the related natural persons act as directors (except independent non-executive directors) or senior management officers;

(IV) Legal persons or other organizations persons acting in concert holding more than 5% of the shares of the Company;

(V) Other legal persons or other organizations identified by the China Securities Regulatory Commission (the "CSRC"), SZSE or the Company according to the principle of substance over form that have a special relationship with the Company, which may cause the interests of the Company to be inclined to them.

Article 7 Where the Company and the entity listed in clause (II) of the preceding Article are controlled by the same state-owned assets administration, no relationship shall be formed as a result thereof, except that the chairman of the Board, general manager or more than half of the directors of the entity concurrently serve as the directors, supervisors or senior management of the Company.

Article 8 A natural person shall be a related natural person of the Company under any of the following circumstances:

(I) Natural person shareholders who directly or indirectly hold more than 5% of the shares of the Company;

(II) Directors, supervisors and senior management of the Company;

(III) Directors, supervisors and senior management of the related legal persons listed in clause (I) of Article 6;

(IV) Close family members of the persons mentioned in clauses (I) to (III) of this Article, including the spouse, parents and parents of the spouse, brothers and sisters and their spouses, children over the age of 18 and their spouses, brothers and sisters of the spouse and parents of the spouses of the children;

(V) Other natural persons identified by the CSRC, SZSE or the Company according to the principle of substance over form that have a special relationship with the Company, which may cause the interests of the Company to be inclined to them.

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Article 9 A legal person, other organization or natural person under any of the following circumstances shall be regarded as a related person of the Company:

(I) In accordance with the agreement signed or arrangement made with the Company or its related persons, after the agreement or arrangement takes effect, or within the next twelve months, one of the circumstances specified in Article 6 or Article 8 will occur;

(II) Under any of the circumstances specified in Article 6 or Article 8 within the past twelve months.

Article 10 Related transactions of the Company refers to the matters which may result in the transfer of resources or obligations between the Company or its controlling subsidiaries and the related persons, including:

(I) Purchase or disposal of assets;

(II) External investment (including consigned financial management, investment in subsidiaries, etc., excluding establishment or capital increase of wholly-owned subsidiaries);

(III) Providing financial assistance (including consigned loans);

(IV) Providing guarantees (referring to guarantees provided by the Company to others, including guarantees to controlling subsidiaries);

(V) Leasing in or leasing out of assets;

(VI) Signing management contracts (including consigned operation, entrusted operation, etc.);

(VII) Granting or donated assets;

(VIII) Creditor's rights and debt restructuring;

(IX) Signing a license agreement;

(X) Transfer of research and development projects;

(XI) Waiver of rights (including waiver of preemptive rights, priority to subscribe for capital contribution, etc.);

(XII) Purchase of raw materials, fuels and power;

(XIII) Selling products and commodities;

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(XIV) Providing or accepting labor services;
(XV) Entrusting or entrusted sales;
(XVI) Joint investment by related parties;
(XVII) Other matters identified by the A Share Listing Rules that may result in the transfer of resources or obligations through an agreement.

The following activities of the Company are not subject to the provisions of the preceding paragraph:

(I) Purchase of raw materials, fuels and power related to daily operations (excluding the purchase and disposal of such assets involved in asset replacement);
(II) Disposal of products, commodities and other assets related to daily operations (excluding the purchase and disposal of such assets involved in asset replacement);
(III) Main business activities of the Company, although the transactions stipulated in the preceding paragraph are carried out.

Section 2 Reporting of Related Persons

Article 11 The directors, supervisors, senior management officers, shareholders holding more than 5% of shares of the Company, de facto controllers and persons acting in concert shall inform the Company of their relationships with the Company in a timely manner.

Article 12 The audit committee of the Company shall confirm the list of related persons of the Company and report to the Board and supervisory committee in a timely manner.

Article 13 The Company shall promptly complete or update the list of related persons of the Company and information on relationships via SZSE Website Business Management System.

Section 3 Approval Authority and Decision-making Procedure for Related Transactions

Article 14 The general manager shall submit proposals to the Board for related transactions (excluding the provision of guarantee and financial assistance) between the Company and related natural persons with the transaction amount exceeding RMB300,000, related transactions between the Company and related legal persons with a transaction amount exceeding RMB3 million and accounting for more than 0.5% of the absolute value of the Company's latest audited net asset value (excluding the provision of guarantee), and financial assistance). Those meeting the consideration and approval standards of the general meeting shall also be submitted to the general meeting for consideration and approval.

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Article 15 Related transactions between the Company and related persons with a transaction (excluding the provision of guarantee) amount exceeding RMB30 million and accounting for more than 5% of the absolute value of the latest audited net assets of the Company, shall be submitted by the Board to the general meeting, which shall come into force upon consideration and approval by the general meeting.

The following transactions between the Company and related persons may be exempted from being submitted to the general meeting for consideration and approval:

(I) The Company participates in a public bidding or public auction for non-specific objects (excluding limited means such as an invitation to bid);

(II) Transactions in which the Company obtains benefits unilaterally, including receiving cash assets, obtaining a debt relief, accepting guarantees and assistance, etc.;

(III) The pricing of related transactions is stipulated by the State;

(IV) The related person provides funds to the Company, and the interest rate shall not be higher than the loan interest rate standard for the same period as stipulated by the People's Bank of China;

(V) The Company provides products and services to directors, supervisors and senior management officers under the same transaction conditions as non-related persons.

Article 16 The guarantee provided by the Company for related persons, regardless of the amount, shall be disclosed in a timely manner and submitted to the general meeting for consideration and approval after being considered and approved by the Board. Where the Company provides guarantees for the controlling shareholder, de facto controller and its related parties, the controlling shareholder, de facto controller and its related parties shall provide counter guarantees.

The Company shall not provide financial assistance such as funds for directors, supervisors, senior management officers, controlling shareholders, de facto controllers and their controlling subsidiaries and other related persons. The Company shall prudently provide financial assistance or entrusted wealth management to related persons.

Article 17 Where a related transaction involves such matters as "providing financial assistance", "providing guarantees" and "entrusted wealth management", the amount incurred shall be taken as the calculation standard for disclosure and shall be cumulatively calculated within 12 consecutive months according to the transaction category. If the accumulated amount

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reaches the standards specified in Article 18, Article 19 or Article 20, the provisions of the preceding Articles shall apply respectively. If the relevant obligations have been fulfilled in accordance with Article 18, Article 19 or Article 20, they shall not be included in the relevant accumulative calculation scope.

Article 18 Where the Company conducts the following related transactions, the amount of related transactions shall be calculated according to the principle of accumulative calculation within 12 consecutive months:

(I) Transactions with the same related person;

(II) Transactions related to the types of objects of transactions with different related persons.

The above-mentioned same related person includes other related persons controlled by the same entity or having equity control relationship with each other. Those who have performed relevant obligations in accordance with Article 18, Article 19 or Article 20 shall not be included in the relevant accumulative calculation scope.

Article 19 Where there are special provisions on the authorities and procedures for examination and approval of matters involved in related transactions in accordance with laws, administrative regulations, departmental rules, A Share Listing Rules and articles of association, such provisions shall prevail.

Article 20 Related transactions identified according to the A Share Listing Rules and which need to be submitted to the general meeting for consideration and approval shall be submitted to the Board for discussion, consideration and approval after being approved by more than half of independent non-executive directors. Before making a judgment, independent non-executive directors may engage an intermediary institution to issue an independent financial consultant report as the basis for the judgment. The Audit Committee of the Company shall examine the related transactions at the same time, form written opinions, submit them to the Board for consideration and approval, and at the same time to the supervisory committee for comments.

Section 4 Avoidance System of Related Transactions

Article 21 When the Board considers and approves related transactions, the related directors shall avoid voting and shall not exercise voting rights on behalf of other directors. The board meeting may be held with the attendance of more than half of the non-related directors, and the resolution made at the board meeting shall be approved by more than half of the non-related directors. Where there are less than three non-related directors present at the Board, the Company shall submit the transaction to the general meeting for consideration and approval.

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Related directors include the following directors or directors with one of the following circumstances:

A counterparty;
A director serving in the counterparty, or serving in at a legal entity person or other organization that can directly or indirectly controls control the counterparty or at a legal entity person or other organization directly or indirectly controlled by the counterparty;
Directly or indirectly controls the counterparty;
A family member who is closely related to the counterparty or its direct or indirect controller (see clause (IV) of Article 8 of this system for details);
A family member who is closely related to the director, supervisor and senior management officers of the counterparty or its direct or indirect controller (see clause (IV) of Article 8 of this system for details);
A person whose independent business judgment may be affected for any other reason as identified by the CSRC, SZSE or the Company.

Article 22 When the Company's general meeting considers and approves related transactions, related shareholders shall avoid voting, and the number of voting shares they represent shall not be included in the total number of voting shares. The announcement of the resolution of the general meeting shall fully disclose the voting conditions of non-related shareholders.

Related shareholders include the following shareholders or shareholders in any of the following circumstances:

A counterparty;
Directly or indirectly controls the counterparty;
Directly or indirectly controlled by the counterparty;
Directly or indirectly controlled by the same legal person or natural person with the counterparty;
A family member who is closely related to the counterparty or its direct or indirect controller (see clause (IV) of Article 8 of this system for details);
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Serves in the counterparty, or serves in a legal entity that directly or indirectly controls the counterparty or a legal entity directly or indirectly controlled by the counterparty (in case of natural person shareholder);
Has its voting rights restricted or affected by the existence of an unfulfilled equity transfer agreement or other agreement with the counterparty or its related persons;
Legal person or natural person identified by CSRC, SZSE, which may cause the Company to tilt interests towards them.

Article 23 The withdrawal and voting procedures of related directors are as follows:

(I) Related directors shall apply for withdrawal on their own initiative, otherwise other directors shall have the right to ask them to withdraw;

(II) In case of any dispute over whether the director is a related director or not, a majority vote of the interim meeting of the Board shall pass a resolution to decide whether the director is a related director or not, and decide whether he/she shall be withdrawn;

(III) When the Board votes on related transactions, after deducting the voting rights represented by related directors, the non-related directors present at the Board shall vote in accordance with the articles of association and the rules of procedure of the Board.

Article 24 The procedures for withdrawal and voting of related shareholders are as follows:

(I) Related shareholders shall take the initiative to apply for withdrawal, otherwise other shareholders shall have the right to apply for withdrawal of the related shareholders to the general meeting;

(II) In case of any dispute over whether the shareholder is a related shareholder or not, half of all the directors in the interim meeting of the Board shall pass a resolution to decide whether the shareholder is a related shareholder or not, and decide whether he/she shall be withdrawn, which shall be final;

(III) When the general meeting votes on related transactions, after deducting the number of voting shares represented by the related shareholders, the non-related shareholders present at the general meeting shall vote in accordance with the articles of association and the rules of procedure of the general meeting.

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Section 5 Daily Related Transactions

Article 25 Where the Company and related persons conduct daily connected transactions, the Company shall disclose and perform the corresponding consideration and approval procedures according to the following provisions:

(I) The Company may reasonably estimate the annual amount of daily related party transactions by category, and perform and disclose the consideration and approval procedures. When the actual amount exceeds the estimated amount, the Company shall re-perform the relevant consideration and approval procedures and disclosure obligations based on the excess amount;

(II) The Company shall disclose the daily related transactions in its annual reports and interim reports by category;

(III) Where the term of the daily related transaction agreement entered into between the Company and its related parties exceeds three years, the relevant consideration and approval procedures and disclosure obligations shall be re-performed every three years.

Article 26 The daily related transaction agreement shall at least include the main clauses such as the transaction price, pricing principles and basis, total transaction amount or determination method of the total transaction amount, payment method, etc.

Section 6 Disclosure of Related Transactions

Article 27 The announcement disclosed by the Company regarding the related transactions according to the A Share Listing Rules shall include the followings:

(I) Overview of related party transactions;

(II) Basic information of related party;

(III) Basic information of the subjects of related party transactions;

(IV) Pricing policy and basis of pricing for the related party transactions;

(V) Main contents of the transaction agreement;

(VI) Other arrangements in connection with the related transactions;

(VII) The purpose of the transaction and its impact on the listed company;

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(VIII) Total amount of various related transactions with the related person cumulatively from the beginning of the current year to the disclosure date;

(IX) The opinion of consideration and approval by a simple majority the special meeting of independent non-executive directors;

(X) Opinions and conclusions of intermediaries (if applicable);

(XI) Other content, in the view of the SZSE or the Board of the Company, are helpful to explain the essence of the related party transactions.

Article 28 When the Company and related persons conclude the following related transactions, it may be exempted from consideration and approval and disclosure in a way of related transactions:

(I) Either party subscribes in cash for shares, corporate bonds or enterprise bonds, convertible corporate bonds or other derivatives publicly issued by the other party;

(II) Either party receives dividends, bonuses or remuneration in accordance with the resolution of the other party's general meeting;

(III) Either party, as a member of the underwriting syndicate, underwrites the stocks, corporate bonds or enterprise bonds, convertible corporate bonds or other derivatives publicly issued by the other party;

(IV) Other circumstances recognized by the SZSE where the shares are listed.

Chapter 3 Connected Persons and Connected Transactions Subject to the H Share Listing Rules

Section 1 Scope of Connected Persons

Article 29 In accordance with the H Share Listing Rules, a connected person of the Company and its subsidiaries generally includes the following parties unless otherwise specified therein:

(I) A director, supervisor, chief executive or major shareholder of the Company or any of its subsidiaries (as defined in the H Share Listing Rules) (i.e., person entitled to exercise or control the exercise of $10\%$ or more of the voting rights at the general meetings of the Company);

(II) Any person who has served as a director of the Company or any of its subsidiaries within the past 12 months (together with persons referred to in clause (I) of this Article as the "Basic Connected Person");

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(III) An associate of any Basic Connected Person, including:

If the Basic Connected Person is an individual:

(1) His/her spouse, and any child or step-child (natural or adopted) of the individual or his/her spouse under the age of 18 years (the "Immediate Family Member");

(2) The trustees, acting in their capacity as trustees of any trust of which the individual or his/her immediate family member is a beneficiary or, in the case of a discretionary trust, is (to his/her knowledge) a discretionary object of the trust;

(3) A 30%-controlled company held (as defined in the H Share Listing Rules), directly or indirectly, by the Basic Connected Person, his/her immediate family members and/or the trustees (individually or together), or any of its subsidiaries;

(4) Any person cohabiting with him/her as a spouse, or his/her child, step-child, parent, step-parent, brother, step-brother, sister or step-sister (a "Family Member"); or a majority-controlled company held, directly or indirectly, by the family members (individually or together), or held by the family members together with the individual, his/her immediate family members and/or the trustees, or any of its subsidiaries; and

(5) If the Basic Connected Person, their Immediate Family Member and/or the trustee jointly hold, directly or indirectly, the paid-up capital or assets of any cooperative or contractual joint venture company (whether or not the joint venture company is an independent corporation) or have an interest of 30% or more of the profit or other income of the joint venture company under the contract (or as applicable under Chinese law in relation to triggering a mandatory public offer or establishing other percentages of legal or managerial control over the enterprise), the joint venture partner of the joint venture company shall be an associate of such a Basic Connected Person.

If the Basic Connected Person is a company (i.e. the major corporate shareholder):

(1) A subsidiary of a major corporate shareholder, a controlling company or a fellow subsidiary of the controlling company (the "Related Company");

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(2) The trustees, acting in their capacity as trustees of any trust of which the major corporate shareholder is a beneficiary or, in the case of a discretionary trust, is (to the major corporate shareholder’s knowledge) a discretionary object of the trust;

(3) A 30%-controlled company held directly or indirectly by the major corporate shareholder, their Related Company and/or the trustee (individually or jointly), or any subsidiaries of the company; and

(4) If the major corporate shareholder, their Related Company and/or the trustee jointly hold, directly or indirectly, the paid-up capital or assets of any cooperative or contractual joint venture company (whether or not the joint venture company is an independent corporation) or have an interest of 30% or more of the profit or other income of the joint venture company under the contract (or as applicable under Chinese law in relation to triggering a mandatory public offer or establishing other percentages of legal or managerial control over the enterprise), the joint venture partner of the joint venture company shall be the contact person of such a Basic Connected Person.

(IV) Related subsidiary refers to a non-wholly-owned subsidiary of the Company, where any connected persons at the corporate level have the right to exercise or control the exercise of 10% or more of the voting rights individually or jointly at the general meeting of the non-wholly-owned subsidiary, and the subsidiaries of the non-wholly-owned subsidiary;

(V) Other connected persons as required from time to time by the H Share Listing Rules or recognized by the Listing Rules of the Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”). For details, please refer to Rules 19 to 22 of Chapter 14A of the H Share Listing Rules.

Article 30 The definition of a connected person does not include a director, chief executive, major shareholder or supervisor of an insignificant subsidiary of a company. For this purpose: an “insignificant subsidiary” refers to a subsidiary whose total assets, profits and revenue compared to that of the Group are less than: (I) 10% under the percentage ratios for each of the latest three financial years (or if less, the period since the incorporation or establishment of the subsidiary); or (II) 5% under the percentage ratios for the latest financial year. If the person is connected with two or more subsidiaries of the Company, the Hong Kong Stock Exchange will aggregate the subsidiaries’ total assets, profits and revenue to determine whether they are together “insignificant subsidiaries” of the Company.

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Also, in case of the following circumstances, a subsidiary of the Company shall not be a connected person: (I) a subsidiary directly or indirectly wholly-owned by the Company; or (II) a subsidiary which is a connected person only because it is a major shareholder of another subsidiary of the Company or an associate of the director (or a person who served as a director in the past 12 months), chief executive, major shareholder or supervisor of any subsidiary of the Company.

Section 2 Reporting of Connected Persons

Article 31 The securities division of the Company shall formulate and update the format of the connected person reporting form from time to time as necessary, send and collect the form regularly, and urge the connected person to report relevant information to the securities division of the Company immediately after he/she takes office or becomes the major shareholder of the Company.

Article 32 The Company shall distinguish the types of connected transactions according to the testing methods specified in the H Share Listing Rules, and shall comply with (or be exempted from) the requirements for reporting, announcement and approval by independent shareholders when signing an agreement.

Section 3 Scope of Connected Transactions

Article 33 For the purpose of the H Share Listing Rules, connected transactions refer to any transactions with a connected person between a company or its subsidiaries. "Transactions" include both capital and revenue nature transactions, whether or not conducted in the ordinary and usual course of business of the Company, such transactions may be one-off transactions or ongoing transactions. These include the following types of transactions:

(I) any acquisition or disposal of assets by the listed issuer, including a deemed disposal;

(II) (a) the listed issuer's group granting, accepting, exercising, transferring or terminating an option to acquire or dispose of assets or to subscribe for securities; or

(b) the listed issuer's group deciding not to exercise an option to acquire or dispose of assets or to subscribe for securities;

(III) entering into or terminating finance leases or operating leases or sub-leases;

(IV) granting an indemnity or providing or receiving financial assistance. "Financial Assistance" includes granting credit, lending money, or providing an indemnity against obligations under a loan, or guaranteeing or providing security for a loan;

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(V) entering into an agreement or arrangement to set up a joint venture in any form (e.g. a partnership or a company), or any other form of joint arrangement;

(VI) issuing new securities of the listed issuer or its subsidiaries, including underwriting or sub-underwriting of securities offerings;

(VII) providing, receiving or sharing services; or

(VIII) acquiring or providing raw materials, intermediate products and/or finished goods.

The Company must enter into a written agreement for each connected transaction, including an exempted connected transaction.

Article 34 In addition, Financial Assistance provided by the Group to, or received by the Group from, a commonly held entity is a connected transaction. To this end, the "Commonly Held Entity" refers to a company whose shareholders include: (I) a member of the Group; and (II) any connected person(s) at the issuer level who, individually or together, can exercise or control the exercise of 10% or more of the voting power at the company's general meeting. This 10% excludes any indirect interest held by the person(s) through the Company.

Article 35 The Group acquiring an interest in a company (the "target company") from a third party who is not a connected person is a connected transaction if the target company's major shareholder is, or is proposed to be, a controller (i.e. a director, chief executive or controlling shareholder of the Company); or is, or will, as a result of the transaction, become, an associate of a controller or proposed controller.

Article 36 If the connected transaction also constitutes a notifiable transaction, the Company must also comply with the requirements on notifiable transactions under Charter 14 of the H Share Listing Rules.

Article 37 According to the H Share Listing Rules, the transactions between the listed group and its connected persons shall include (I) fully exempt, (II) partly exempt and (III) non-exempt connected transaction, as defined under the provisions of below Article 38 to Article 42. Partly exempt connected transactions and non-exempt connected transaction are collectively referred to non-exempt connected transaction.

Article 38 The relevant percentage ratios for fully exempt, partly exempt and non-exempt connected transaction are calculated as follows:

(I) the asset ratio refers to total assets involved in the relevant transaction divided by total assets of the Company;

(II) the profit ratio refers to the profit attributable to the assets involved in the transaction divided by profit of the Company;

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(III) the income ratio refers to the income attributable to the assets involved in the transaction divided by income of the Company;

(IV) the consideration ratio refers to the consideration divided by total capitalization of the Company. Total capitalization was calculated by average closing price of securities of the Company for five trading days prior to the relevant transaction date as quoted in daily quotation sheets in the Hong Kong Stock Exchange; and

(V) the equity ratio refers to the number of shares issued by the Company as consideration divided by the total number of shares of the Company in issue prior to the relevant transaction.

Article 39 The relevant percentage ratios are calculated applying the following principles:

The Hong Kong Stock Exchange will aggregate a series of connected transactions and treat them as if they were one transaction if they were all entered into or completed within a twelve-month period or are otherwise related. The Company must comply with the connected transaction requirements based on the classification of the connected transactions when aggregated. The aggregation period will cover 24 months if the connected transactions are a series of acquisitions of assets being aggregated which may constitute a reverse takeover.

Factors that the Hong Kong Stock Exchange will consider for aggregation of a series of connected transactions include whether:

(I) they are entered into by the Group with the same party, or parties who are connected with one another;

(II) they involve the acquisition or disposal of parts of one asset, or securities or interests in a company (or group of companies); or

(III) they together lead to major involvement by the Group in a new business activity.

In terms of continuing connected transactions, the Company shall use the cap as the numerator for the calculation of the asset ratio, income ratio and consideration ratio. If the term of relevant transactions is agreed more than one year, the transactions shall be classified based on the maximum cap in the term of the agreement.

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Article 40 The following connected transactions are fully exempted connected transactions:

(I) New securities issued by the Company or its subsidiaries;

(II) Dealing in securities on stock exchanges;

(III) Repurchase of the securities of the Company or its subsidiaries;

(IV) Directors' service contracts and insurance—the service contracts entered into between the directors and the Group shall be fully exempted. In addition, purchase and maintenance of insurance for a director of the Group against liabilities to third parties that may be incurred in the course of performing his/her duties are fully exempt if it is in the form permitted under the laws of Hong Kong and where the company purchasing the insurance is incorporated outside Hong Kong, the laws of the company's place of incorporation.

(V) Buying consumer goods or services as a customer from, or selling consumer goods or services to, a connected person on normal commercial terms or better in the ordinary and usual course of business for own use purpose;

(VI) Shared administrative management services;

(VII) Transactions with the contact persons of passive investors;

(VIII) Transactions with connected persons at the subsidiary company level;

(IX) Financial assistance that meets certain conditions.

The financial assistance provided by the Company or any member of the Group to connected persons or jointly held entities (as defined in the H Share Listing Rules) shall be fully exempted if meeting the following requirements, including:

(1) The relevant financial assistance is provided in accordance with general commercial terms or better terms; and

(2) The relevant financial assistance provided by the Company or any member of the Group is in proportion to the share capital interest directly held by the Company or its subsidiaries in the connected person or jointly held entity. Any security provided by the Company or a member of the Group shall be several (instead of joint and several).

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Meanwhile, financial assistance received by the Company or a member of the Group from a connected person or jointly held entity shall be fully exempted if meeting the following requirements:

(1) The relevant financial assistance is provided in accordance with general commercial terms or better terms; and

(2) The relevant financial assistance is not secured by the assets of the Company or a member of the Group.

(X) The de minimis transaction (other than an issue of new securities by the Company to connected persons and applies to a connected transaction conducted on normal commercial terms or better) is fully exempt if all the percentage ratios (other than the profits ratio) as stipulated in Article 38 and Article 39 of the policy are: (1) less than 0.1%; (2) less than 1% and the transaction is a connected transaction only because it involves connected person(s) at the subsidiary level; or (3) less than 5% and the total consideration (or in the case of any financial assistance, the total value of the financial assistance plus any monetary advantage to the connected person or commonly held entity) is less than HK$3,000,000. This Article does not apply to an issue of new securities by the Company to connected persons. The transaction is exempt from the circular (including independent financial advice) and shareholders' approval requirements if all the percentage ratios (other than the profits ratio) are: (1) less than 5%; or (2) less than 25% and the total consideration (or in the case of any financial assistance, the total value of the financial assistance plus any monetary advantage to the connected person or commonly held entity) is less than HK$10,000,000.

Article 41 The following connected transactions are partly exempt connected transactions:

The transaction is partly exempt if all the percentage ratios as stipulated in Article 38 and Article 39 of the policy are:

(I) On normal commercial terms or better, and each of the percentage ratios (other than the profits ratio) is less than 5%;

(II) On normal commercial terms or better, and each of the percentage ratios (other than the profits ratio) is less than 25% and the total consideration (or in the case of any financial assistance, the total value of the financial assistance plus any monetary advantage to the connected person or commonly held entity) is less than HK$10,000,000;

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(III) A connected transaction between the listed company or its subsidiary and a connected person at the subsidiary level is entered into on normal commercial terms or better if:

(1) The Board of the listed company have approved the transactions; and

(2) the independent non-executive directors have confirmed that the terms of the transaction are fair and reasonable, the transaction is on normal commercial terms or better and in the interests of the listed company and its shareholders as a whole.

Article 42 The non-exempt connected transactions refer to other connected transactions that are not fully exempt nor partly exempt:

Article 43 Continuing connected transactions are connected transactions involving the provision of goods or services or financial assistance, which are carried out on a continuing or recurring basis and are expected to extend over a period of time. They are usually transactions in the ordinary and usual course of business of the Group. In addition to determining whether the relevant transactions require reporting, announcement and shareholders' approval at the time of entering into the agreement, the Company needs to continuously monitor its implementation and whether the amount exceeds the pre-determined annual caps, and to re-comply with the relevant provisions of the H Share Listing Rules when there is a material change in the terms of the agreement, the annual caps were exceeded or when the agreement is renewed.

Article 44 A written agreement for a continuing connected transaction must contain the basis for calculating the payments to be made. Examples include sharing of costs incurred by the parties, unit prices for goods or services provided, annual rental for leasing a property, or management fees based on a percentage of the total construction cost, and must reflect normal commercial terms or better.

Article 45 The period for the agreement of continuing connected transaction must be fixed and must not exceed three years except as permitted under the H Share Listing Rules and in special circumstances where the nature of the transaction requires a longer period. In this case, the Company must appoint an independent financial adviser to explain why the agreement requires a longer period and to confirm that it is normal business practice for agreements of this type to be of such duration.

Article 46 The Company must set the highest annual amount (the "cap") for each continuing connected transaction, and disclose the calculation basis and obtain shareholders' approval unless the relevant waivers described in Section IV below apply. The annual cap must be expressed in actual monetary terms rather than in a certain percentage ratio to the annual revenue of the Company. The Company shall set the annual cap by reference to previous transactions and figures in its published information. If there were no previous transactions, the

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cap must be set based on reasonable assumptions, and the details of consumptions shall be disclosed as well. If the connected transaction exceeds the cap during the process or it is required to update the agreement or make major changes to its terms or renew the agreement upon the expiry of the agreement, the Company shall obtain approval again in accordance with the H Share Listing Rules and the policy and re-comply with the requirements of the H Share Listing Rules (such as the announcement and shareholder's approval requirements).

Article 47 The Company must engage its auditors to report on the continuing connected transaction every year. The auditors must provide a letter to the Company's Board confirming whether anything has come to their attention that causes them to believe that the continuing connected transactions: (I) have not been approved by the Company's Board; (II) were not, in all material respects, in accordance with the pricing policies of the Group if the transactions involve the provision of goods or services by the Group; (III) were not entered into, in all material respects, in accordance with the relevant agreement governing the transactions; and (IV) have exceeded the cap.

Section 4 Approval Authority and Decision-Making Procedure of Connected Transactions

Article 48 Fully exempt refers to the exemption from the reporting, announcement, circular to its shareholders, independent financial advice, independent shareholders' approval, and the annual review requirements, and there is no need to make disclosures nor to obtain the prior consent from the Board.

Article 49 Partly exempt refers to the exemption from the circular to its shareholders, independent financial advice and independent shareholders' approval requirements, and it only needs to disclose the relevant details in the announcement and in the next published annual report and obtain prior approval of the Board.

Article 50 Connected transactions for which there is no exemption must be disclosed and approved in advance by the board and the independent shareholders. The listed company shall establish an independent non-executive board committee and engage an independent financial adviser to advise the independent shareholders on the connected transaction; notify the shareholders in advance of the general meeting and include details of the connected transaction, the opinion of the independent financial adviser and the independent non-executive board committee on the connected transaction in such written notice and circular to the shareholders; and disclose the details of the connected transaction in the next published annual report.

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Article 51 For non-exempt connected transaction, the listed company shall (I) establish an independent non-executive board committee; and (II) appoint an independent financial adviser. The independent non-executive board committee that consists of independent non-executive directors who do not have a material interest in relevant transactions must, taking into account the recommendation of an independent financial adviser, advise the Company's shareholders: (I) whether the terms of the connected transaction are fair and reasonable; (II) whether the connected transaction is on normal commercial terms or better and in the ordinary and usual course of business of the Group; (III) whether the connected transaction is in the interests of the Company and its shareholders as a whole; and (IV) how to vote on the connected transaction. If an independent non-executive board committee is formed, the circular must include a letter from the independent non-executive board committee containing its opinion and its recommendation. Meanwhile, the listed company must appoint an independent financial adviser acceptable to the Hong Kong Stock Exchange to make recommendations to the independent non-executive board committee and shareholders. The independent financial adviser will give its opinion based on the written agreement for the transaction. If all the independent non-executive directors have a material interest in the transaction, an independent non-executive board committee will not be formed.

Article 52 The non-exempt connected transaction must be conditional on shareholders' approval at a general meeting held by the Company. Any shareholder who has a material interest in the transaction must abstain from voting on the resolution. According to the Articles of Association, if any matter considered at the shareholders' general meeting is related to any shareholder, such shareholder shall disclose his/her connected relationship to the Company's board of directors prior to the convening of the meeting; when any related party transaction is being considered at the shareholders' general meeting, the chairman of the meeting shall announce the shareholders with connected relationships, and explain the related shareholders' relationships with the related party transactions. If the related shareholders raise an objection, the board of directors of the Company shall decide whether they should evade; in the event that the related shareholders have no objection or the related shareholders raise an objection, but the Board of the Company decides that it shall withdraw from voting, the chairman of the meeting declares the related shareholders shall evade, and non-related party shareholders shall consider and vote on the related party transactions; if related shareholders fail to evade in respect of the related party transactions in accordance with the above procedures, the resolutions concerning the related party transactions shall be null and void, and shall be subject to re-voting.

Article 53 The Hong Kong Stock Exchange may waive the general meeting requirement and accept a written shareholders' approval, subject to the conditions that: (I) no shareholder of the Company is required to abstain from voting if a general meeting is held to approve the transaction; and (II) the approval is given by a shareholder or a closely allied group of shareholders who (together) hold more than 50% of the voting rights in the general meeting.

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Article 54 The Company’s independent non-executive directors must review the continuing connected transactions every year and confirm in the annual report whether the transactions have been entered into: (I) in the ordinary and usual course of business of the Group; (II) on normal commercial terms or better; and (III) according to the agreement governing them on terms that are fair and reasonable and in the interests of the Company’s shareholders as a whole.

Article 55 Non-exempt one-off connected transactions shall be handled according to the following principles:

(I) Shall first obtain the approval of the Board, and issue a public announcement on the Hong Kong Stock Exchange before the opening of the market on the first working day after the approval of the Board. The principles for handling the announcement are as follows: publish the announcement on the website of the Hong Kong Stock Exchange and disclose relevant information according to the requirements of the H Share Listing Rules after an agreement is made on transaction terms. The announcement shall clearly reflect: (1) whether the directors believe that the relevant transaction belongs to the transaction conducted according to the general commercial terms in the daily business of the Company; (2) opinions of independent non-executive directors; and (3) whether any directors have a material interest in the transaction and whether they have waived their voting rights at a meeting of the Board.

According to the Articles of Association, a director shall not be entitled to vote on any resolution of the Board in respect of any contract, transaction or arrangement in which he/she or any of his/her close associates as defined in the applicable listing rules in effect from time to time has any material interest or any other relevant proposals, nor shall such director be counted when the Company determines whether the quorum is reached.

(II) After the Board of the Company approves and makes a public announcement, the independent financial advisor shall confirm that the connected transaction is fair, reasonable and in line with the interests of the Company and all shareholders, and submit the opinion to the independent non-executive director committee for review, and then the independent non-executive director committee shall convene a separate meeting to confirm that the connected transaction is fair and reasonable and conforms to the interests of the Company and all shareholders. The above opinion of the independent financial advisor and independent non-executive director committee shall be included in the circular to be issued to the shareholders.

(III) Within 15 working days after the announcement is made, the expected final draft of the circular shall be submitted to the Hong Kong Stock Exchange for review, and then the circular conforming to the H Share Listing Rules confirmed by the Hong Kong Stock Exchange shall be sent to the shareholders, and the circular shall be

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available in both Chinese and English versions. Any amendment or supplement to the circular and/or the provision of relevant information shall be sent to the shareholders not less than 10 working days before the general meeting is held.

(IV) Submit connected transactions to the general meeting for consideration and approval. The connected transaction can be carried out only after the approval of the general meeting. At the general meeting, the connected persons with significant interests shall abstain from voting. A statement that connected persons with significant interests shall abstain from voting shall be included in the circular to be issued to shareholders. Approval by an “independent shareholder” shall be by ballot. Before the opening of the market on the first working day after the meeting, the Company shall publish a notice announcing the result of the poll.

(V) Disclose in the first annual report and accounts after the connected transaction the date of the transaction, the parties to the transaction and their relationship with each other, the transaction and its purpose, consideration and terms, and the nature and extent of the interest held by the connected persons in the transaction.

Article 56 Non-exempt continuing connected transactions shall abide by the following handling principles:

(I) Setting an annual cap for each connected transaction and disclosing the basis for the calculation of the cap.

(II) A written agreement shall be signed with the connected persons for each connected transaction, and the content of the agreement shall reflect the general commercial terms and list the basis for calculating the payment amount. The agreement term shall be fixed and shall not exceed three years. If the agreement term shall exceed three years due to the nature of the transaction, the written confirmation opinion of the independent financial advisor shall be obtained, and the consideration and approval procedure shall be performed again according to the provisions of the system.

(III) Reporting, announcement and approval by independent shareholders shall be carried out in accordance with the H Share Listing Rules, and examination and approval in accordance with the relevant internal authorization of the Company.

(IV) To comply with the relevant provisions of the H Share Listing Rules on annual review of continuing connected transactions.

(V) If the Company enters into an agreement involving continuing transactions and thereafter such transactions (for any reason, such as one of the counterparties becoming the director of the Company) become continuing connected transactions, the Company shall become aware of any amendment or update, and comply fully

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with all applicable requirements for reporting, announcement and independent shareholder's approval of Chapter 14A of the H Share Listing Rules for all continuing connected transactions effective after such amendment or update occurs.

(VI) If the continuing connected transaction exceeds the original cap or the terms are significantly updated or revised, the Company shall comply with the procedures for reporting, announcement and approval by independent shareholders specified in the measures again.

Section 5 Disclosure of the Non-exempt Connected Transactions

Article 57 The Company shall disclose the connected transactions as soon as practicable after their terms have been agreed. If the connected transactions are subsequently terminated or there is any material variation of their terms or material delay in the completion, the Company shall announce as soon as practicable. The Company shall also comply with all other applicable provisions under the H Share Listing Rules.

Article 58 If the Group acquires a company or a business from a connected person, such connected person shall make guarantee on matters relating to the profits or net assets or other relevant financial performance of such company or business. The Company shall publish an announcement to disclose any subsequent amendment to the guarantee terms and the reasons therefor, and whether the independent non-executive directors of the issuer are of the view that such amendment is fair and reasonable and in the interests of the shareholders as a whole; and in the case of actual performance falling short of the guaranteed performance, the Company shall publish an announcement to disclose the following matters: (I) the shortfall and any adjustment to the consideration for the transaction or other consequences in accordance with the provisions as set out in the guarantee; (II) whether the connected person has fulfilled its obligations under the guarantee; (III) whether the Group has exercised any option to sell the company or business back to the connected person or other rights it held under the terms of the guarantee, and the reasons for making its decision; and (IV) the independent non-executive directors' opinion on the following matters, including: whether the connected person has fulfilled its obligations; and whether the decision of the Group to exercise or not to exercise any options or rights set out above is fair and reasonable and in the interests of the shareholders as a whole.

Article 59 Announcement on the connected transactions under the H Share Listing Rules shall include following information:

(I) identity of the parties to the transaction and of their ultimate beneficial owner(s) and summary of their principal business;

(II) correlation between counterparties and connected persons' interests in relevant transaction;

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(III) if the transaction is not required to be approved by shareholders, the advice of the independent non-executive directors on the matters mentioned in Article 51 above;

(IV) if it is a continuing connected transaction, it shall set out the calculation basis of the amount payable and cap amount of the transaction. If no circular is required to be published, the Company also need to disclose the way to determine and calculate the cap, including relevant assumptions and the amount of previous transaction as a benchmark for the cap;

(V) if the transaction involves the Group acquiring assets from connected persons, it shall set out the initial cost for acquiring relevant assets by the connected persons;

(VI) if the announcement sets out profit forecast in relation to the Group, or of a company belongs to (or will be) the Company's subsidiary, it should provide information required by the H Share Listing Rules in respect of the announcement containing profit forecast;

(VII) if the transaction is, or will be, approved by way of shareholders' written approval, it shall disclose the details of the shareholders giving the approval (including their names and respective shareholdings in the Company) and the relationship between the shareholders; and

(VIII) if a circular is required, it shall disclose the expected date of distribution of the circular, and, if it is distributed after 15 business days after the publication of the announcement, the reasons causing delay distribution of the circular.

Article 60 If a circular is required, the Company shall dispatch a circular to shareholders (I) at the same time or before the Company gives notice of the general meeting of shareholders if the connected transactions are to be approved by shareholders in a general meeting of shareholders; or (II) if no general meeting of shareholders is to be held, within 15 business days after publication of the announcement. The Company may apply for a waiver from this requirement if it requires additional time to prepare the circular.

Article 61 Circular on connected transactions under the H Share Listing Rules shall include following:

(I) the information required to be disclosed in the announcement for the transactions;

(II) identity of the parties to the transactions and of their ultimate beneficial owner(s) and summary of their principal business;

(III) the name of the connected persons concerned, his/her or its relationship with any controller and the name and title held by that controller;

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(IV) if the transaction is a continuing connected transaction, it shall set out the way to determine and calculate the cap, including relevant assumptions and the amount of previous transaction as a benchmark for the cap;

(V) an opinion letter from the independent financial adviser;

(VI) if the transaction involves the acquisition or disposal of any property interests, a valuation and information on the property; and

(VII) a statement whether any Directors have a material interest in the transaction and, if so, whether they have abstained from voting on the board resolution, etc.

Article 62 The Company shall disclose its connected transactions conducted during the financial year in its annual report as required by the H Share Listing Rules, including relevant disclosures on the transaction date, the parties to the transaction and a description of their connected relationship, a brief description of the transaction and its purpose and the total consideration and terms.

Chapter 4 Supplementary Provisions

Article 63 Matters not covered herein shall be implemented in accordance with relevant national laws and regulations, listing rules of the stock exchange(s) where the Company's shares are listed and the articles of association; In case of any conflict with the laws and regulations promulgated by the State in the future or the articles of association modified through legal procedures, the relevant laws and regulations promulgated by the State and the articles of association shall prevail, and the system shall be revised in a timely manner and submitted to the general meeting for consideration and approval.

Article 64 The system shall be interpreted and revised by the Board or its authorized unit.

Article 65 The system shall be implemented commencing on the date of approval by the general meeting. For the system to be amended, the Board shall propose an amendment plan for the consideration and approval by the general meeting, which shall not take effect until it is approved by the general meeting.

(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.

APPENDIX V

SPECIAL STORAGE AND USE OF PROCEEDS MANAGEMENT POLICY

PHARMARON BEIJING CO., LTD.

Special Storage and Use of Proceeds Management Policy

Chapter 1 General Provisions

Article 1 The Administrative Rules for Deposit and Use of Raised Funds (these “Rules”) are formulated in accordance with the provisions of the Company Law of the People’s Republic of China (中華人民共和國公司法), the Securities Law of the People’s Republic of China (中華人民共和國證券法) and the Articles of Association of Pharmaron Beijing Co., Ltd. (the “Articles of Association”) for the purpose of regulating the administration of the funds raised by Pharmaron Beijing Co., Ltd. (the “Company”) in order to improve the efficiency of the use of such funds and effectively safeguard the interests of investors.

Article 2 For the purpose of these Rules, the term “raised funds” (the “Funds”) shall refer to funds raised from the investors for specific purposes through issuance of shares and their derivatives by the Company, but excluding the fund raised by implementing the share incentive plans of the Company. The usage and management of proceeds from overseas listed foreign shares shall be proceeded pursuant to relevant regulations of the Securities and Futures Commission of Hong Kong and the Stock Exchange of Hong Kong Limited.

Article 3 The board of directors of the Company shall fully demonstrate the feasibility of the Funds for investment projects, make sure that the investment project has a good market prospect and profitability, effectively prevent investment risks and improve the efficiency in the use of the Funds.

Article 4 The Company shall establish and improve the Rules for the deposit, use, change, supervision and accountability of the Funds, clarify the hierarchical approval, decision-making procedures, risk control measures and information disclosure requirements for the use of the Funds and ensure the normal progress of the projects to be invested with the Funds.

Article 5 The directors, supervisors and senior management of the Company shall be diligent and responsible, urge the Company to regulate the use of the Funds, consciously safeguard the safety of the Funds of the Company, and shall not participate in, assist or connive the Company in changing the use of the Funds without authorization or in disguised form.

Article 6 The sponsor shall, during the period of continuous supervision, perform its sponsorship and continuous supervision duties on the administration of Funds pursuant to the Measures for the Administration of the Sponsorship of the Offering and Listing of Securities (證券發行上市保薦業務管理辦法), the Self-discipline Regulatory Guidelines for Companies Listed on Shenzhen Stock Exchange No. 13 – Sponsorship Business.

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Chapter 2 Deposit in the Special Account

Article 7 The Company shall prudently choose a commercial bank, and the board of directors shall decide on open a special account (the "Special Account") with the chosen bank for the Funds. The Funds shall be deposited in the Special Account established with the approval of the board of directors for the convenience of management. The Special Account shall not be used for funds other than the Funds or for any other purpose.

If the Company has conducted more than two rounds of fundraising, it shall set up a separate Special Account for each round.

In case the Funds actually raised exceed the amount planned to be raised, any excess of Funds (the "Excess Funds") shall be deposited in the Special Account for management.

Article 8 The Company shall, within a month following the receipt of the Funds, enter into an escrow agreement (the "Escrow") with the sponsor, independent financial adviser, and the commercial bank receiving the deposit of the Funds (the "Bank"), and the Escrow shall provide, among others:

(I) That the Company shall deposit the Funds in the Special Account;

(II) The account number of the Special Account, the investment Project(s) associated with the Special Account and the amount deposited;

(III) That the Company and the Bank shall promptly notify the sponsor or the independent financial adviser of any single withdrawal or aggregate withdrawals from the Special Account over a twelve-month period in excess of RMB50 million or 20% of the net Funds;

(IV) That the Bank shall send a bank statement of the Special Account to the Company each month, with a copy to the sponsor or the independent financial adviser;

(V) That the sponsor or the independent financial adviser may, at any time, access information of the Special Account at the Bank;

(VI) The duties of the sponsor or the independent financial adviser to supervise the Funds, the duties of the Bank to inform and cooperate, and the ways in which the sponsor or the independent financial adviser and the Bank shall supervise the use of Funds;

(VII) The rights, obligations and liabilities for breach of contract of the Company, the Bank and the sponsor or the independent financial adviser;

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(VIII) That in case the Bank fails to timely issue bank statements to the sponsor or the independent financial adviser or notify the sponsor of a large withdrawal from the Special Account, in both cases for three times, or the Bank fails to cooperate with the sponsor or the independent financial adviser in the inquiry and investigation of the Special Account, the Company may terminate the Escrow and cancel the Special Account.

The Company shall announce the main content of the Escrow in a timely manner after the Escrow is executed by all the parties thereto.

Where the Company has one of its majority-owned subsidiaries implement any Project, the Escrow shall be entered by the Company, the majority-owned subsidiary that implements the Project, the Bank and the sponsor or the independent financial adviser, where the Company and the controlled subsidiary shall be deemed as one party.

If the Escrow is terminated before its expiry date, the Company shall enter into a new escrow agreement with relevant parties within one month from the date of termination of the Escrow, timely make a public announcement thereabout.

Chapter 3 Use of Funds

Article 9 The Company shall prudently use the Funds to ensure that the use of the Funds is consistent with the undertakings in the Prospectus, and shall not arbitrarily change the investment direction of the Funds or change the use of the Funds in disguised form.

The Company shall truthfully, accurately and completely disclose the actual use of the Funds. The Company shall promptly make a public announcement on any circumstance that has a significant impact on the normal use of the Funds as planned.

Article 10 No Project shall be used for financial investment such as entrusted management of wealth (except for cash management), entrusted loans and high-risk investment including securities and derivative investment, and the Funds shall not be invested directly or indirectly in a company whose main business is trading securities.

The Company shall not use the Funds for pledge or other investments that in effect change the use of the Funds.

Article 11 The Company shall ensure the truthfulness and fairness of the use of the Funds, prevent the Funds from being occupied or misappropriated by any controlling shareholder, actual controller and their connected party and take effective measures to avoid any connected party from taking advantage of the Funds for improper gains.

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Article 12 The Company shall reevaluate the feasibility and estimated profits of a Project to decide if the Project shall continue, in case any of the following occurs:

(I) Any material change in the market environment that the Project concerns;

(II) Suspension of the Project for over one year;

(III) The deadline specified in the latest investment plan is missed, and the invested Funds is less than 50% of the planned investment amount;

(IV) Any other irregularity of the Project.

The Company shall disclose the progress of the Projects, causes for the irregularity and the need to adjust the investment plan, and shall also disclose the adjusted investment plan, in its latest regular report.

Article 13 The use of the Funds by the Company for the following purposes shall be subject to consideration and approval by the board of directors, with express consents given by the Supervisory Committee and the sponsor or the independent financial adviser:

(I) Replacement of the self-raised funds previously injected in the investment projects with the Funds;

(II) Use of temporarily idle Funds for cash management;

(III) Use of temporarily idle Funds for temporary replenishment of working capital;

(IV) Change of the use of the Funds;

(V) Change of the implementation location of investment projects funded with the Funds;

(VI) Adjustment of the schedule of investment projects funded with the Funds;

(VII) Use of the Excess Funds.

Changes in the use of the Funds and the use of the Excess Funds that are required to be reviewed by the general meeting shall also be considered and approved by the general meeting.

Article 14 After completion of individual or all investment projects financed by the Funds, if the Company uses the Excess Funds (including interest income) for other purposes, and the amount thereof is less than RMB5 million or less than five percent (5%) of the net amount of the Funds for the project, the procedures stipulated in Article 13 of these Rules may be waived and the use of the Funds of the project shall be disclosed in the annual report.

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If the Excess Funds (including interest income) used reach or exceed 10% of the net amount of the Funds for the project and higher than RMB10 million, the Funds of the project may also be considered and approved at the general meeting.

Article 15 In case the Company has made investment with its own funds in Projects prior to receiving the Funds, the Funds may be used to replace such invested self-owned funds only after the accounting firm has issued an assurance report. Within six months after the proceeds become available for use, the Company replace the internal funds with the proceeds.

Where the Company has disclosed, in the application documents for securities issuance, that it intends to replace the self-owned funds previously invested with the Funds, and if the amount of the previous investment is determined, it shall make a public announcement before the replacement.

Article 16 The Company may use the temporarily idle Funds for cash management purposes. The duration of the investment products shall not exceed 12 months. Such products shall meet the requirement of high level of safety and high liquidity to the extent that they would not affect the normal implementation of investment plan funded with the Funds.

The investment products shall not be pledged and the specific settlement account for the products (if applicable) shall not be used to maintain any funds other than the Funds or for any other purposes. The Company shall promptly publish an announcement when it sets up or terminates a specific settlement account for the products.

Article 17 In the event that the Company uses the idle Funds for cash management purpose, the Company shall timely announce the following after the Board meeting:

(I) The basic information of the Funds, including the date of receipt of the Funds, amount, net amount and investment plan etc.;

(II) The information of use of the Funds and the information and reasons that the Funds remained unused, whether there is any act that changes the Funds purpose in disguise and whether there is any measure that ensures the normal operation of Funds-financed project will not be affected;

(III) the issuer, type, investment scope, duration, amount, income distribution method, estimated annual rate of return (if any) and specific analysis as well as explanation made by the board of directors about the safety and liquidity of the products invested by the idle Funds;

(IV) the opinions given by the Supervisory Committee and the sponsor agency or independent financial adviser.

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The Company shall in a timely manner make an announcement of risk reminder and indicate the risk control measures adopted by the Company to guarantee the safety of the funds in the event of material risks, such as whether financial conditions of the issuer have deteriorated and product invested has suffered losses.

Article 18 The temporary use of the idle Funds to replenish the working capital of the Company shall be limited to the production and operation related to the main business of the Company, and meet the following conditions:

(I) No change in any form shall be made to the stated use of the Funds, and the normal progress of the investment plan of the Funds may not be affected by such use;

(II) The amount of Funds used for temporarily replenishing the working capital of the Company has been restored;

(III) The duration of any single injection of liquid funds using the Funds may not be more than 12 months;

(IV) The idle Funds shall not be directly or indirectly used for high-risk investments such as securities investment and derivative transactions.

Article 19 The use of idle Funds to replenish the working capital shall be subject to the review and approval by the board of directors, and the Company shall make an announcement timely following such approval, stating:

(I) The basic information on the Funds, including, among others, the collection time of the Funds, the amount and net amount of the Funds and relevant investment plans;

(II) The information on the use of the Funds, conditions and causes for idleness;

(III) The causes for shortage of the working capital in the first place, the amount of the idle Funds to replenish the working capital and the duration of such replenishment;

(IV) The amount of financial expenses expected to be saved by using the idle Funds to replenish the working capital, whether any investment target of the Funds is changed in effect and the measures to ensure that such use of the Funds will not affect the normal progress of the Projects;

(V) The opinions issued by the Supervisory Committee and the sponsor or the independent financial adviser;

(VI) Other content required by the Shenzhen Stock Exchange.

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The Company shall return the Funds used for replenishment of the working capital to the Special Account by the due date and shall, within two trading days after the Funds are made good, make a public announcement thereon. If the Company anticipates that it will not be able to return the funds to the Special Account of raised funds as scheduled, it shall follow the review procedures and make a timely announcement in accordance with the preceding paragraph before the expiry date. The announcement shall include the whereabouts of the Funds, the reasons for the failure to return, the reasons for continuing to replenish the working capital and the period.

Article 20 When the Company’s Funds reach or exceed the amount that the Company plans to raise, the Company shall properly plan the use of the Excess Funds according to the Company’s development plan and actual production and operation needs, scientifically and prudently conduct the feasibility analysis of the project, and submit such plan for using Excess Funds to the board of directors for deliberation and approval, after which the Company shall disclose the plan in a timely manner. The announcement of the use plan shall include the following contents:

(I) The basic information on the Funds, including the date of receipt of the Funds, the amount of Funds, the surplus of Net Funds actually raised over the amount of planned Funds, the names of projects in which an investment is made and the amount, the accumulated planned amount and the amount actually used;

(II) An introduction to the planned investment projects, including the basic information on each project, whether related transactions are involved, feasibility analysis, economic benefit analysis, investment progress schedule, statements that projects have been approved or are pending approval by relevant authorities, and risk warnings (if applicable);

(III) Opinions from the sponsor or independent financial adviser on the reasons, compliance and necessity of the plan for using Excess Funds.

If the amount of the Excess Funds used in a single plan reaches RMB50 million and reaches more than 10% of the total amount of the Excess Funds, it shall also be submitted to the general meeting for deliberation and approval.

Article 21 If the Company use the Excess Funds to repay bank loans or permanently replenish the working capital, the Company shall be reviewed and approved by the board of directors and the general meeting. The sponsors or the independent financial advisor shall make explicit consent and disclosure, and shall satisfy the following requirements:

(I) The aggregate amount of the Excess Funds used for permanent replenishment of the working capital and repayment of bank loans during each 12-month period shall not exceed 30% of the total Excess Funds occurring in that period;

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(II) The Company shall not to make high-risk investments such as securities investment and derivative transactions or provide financial assistance to others other than the holding subsidiaries within twelve months after replenishment of the working capital using the Excess Funds. The Company shall make a clear undertaking in the announcement.

Chapter 4 Changes in the Use of Funds

Article 22 The Funds of the Company shall be used for the purposes listed in the Prospectus or other public offering documents. If the Company changes the use of the Funds listed in the Prospectus or other public offering documents, it shall, in addition to performing the review and approval procedures in accordance with the provisions of Article 13 of these Rules, be subject to the deliberation and approval of the general meeting.

Article 23 The Company shall be deemed to have changed the use of Funds if:

(I) The original Project is cancelled or terminated and a new one is implemented;

(II) The entity implementing the Project changes (except that the entity changes between the Company and its subsidiaries);

(III) The Project is to be implemented in a different way;

(IV) Any other circumstance occurs that a relevant Shenzhen Stock Exchange determines to be a change in the use of the Funds.

Article 24 The Company shall scientifically and prudently select the new investment Project, conduct feasibility analysis of the new Project, ensure that the Project has good market prospect and profitability and can effectively prevent investment risks and improve the efficacy of the use of the Funds.

Article 25 If the Company intends to turn a Project into a joint venture, it shall consider carefully the necessity of the joint venture on the basis of a full understanding of the basic information of the other party or parties to the joint venture, and in case of establishing a joint venture, the Company shall be a controlling shareholder of the joint venture to ensure effective control of the Project.

Article 26 If the Company is to change the location of a Project, the change shall be deliberated and approved by the board of directors and announced timely after such approval. The announcement shall state the change, the causes thereof, the impact on the implementation of the Project and the opinion issued by the sponsor or independent financial advisor on the change.

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Chapter 5 Administration and Supervision of the Use of Funds

Article 27 The Company shall truthfully, accurately and completely disclose the actual use of the Funds. The board of directors shall continuously monitor the actual management and use of the raised funds, and conduct a comprehensive check on the progress of the Projects every half year, issue a half-year special report and a special annual report on the deposit and use of the Funds, and disclose the same with the regular report until the Funds are used up and there is no use of the Funds during the reporting period.

In case the actual investment progress of a Project differs from the investment plan, the Company shall explain the causes therefor in detail. In case the difference between the annual actually used amount of the Funds in the investment project and the estimated amount of the Funds to be used as disclosed in the latest investment plan exceeds 30%, the Company shall adjust the investment plan of the Funds and disclose, among others, the latest annual investment plan of the Funds, the current actual progress of the investment, the expected annual investment plan after adjustment and the reasons for changes in the investment plan in a special report of the deposit and use of raised funds and regular reports.

Article 28 If the Company uses the Funds in the current year, it shall engage an accounting firm to conduct a special audit on the use of the Funds such as the actual investment projects, the actual investment amount, the actual investment time and the completion degree of the projects while conducting the annual audit and reasonably verify whether the special report issue by the board of directors has been prepared in accordance with these Rules and relevant format requirements and whether it has faithfully reflected the actual deposit and use of the Funds in the year and shall give its conclusion for the assurance. The Company shall disclose the verification conclusion in the annual special report on the deposit and use of the Funds.

In case the conclusion is "reserved", "negative" or "no conclusion", the board of directors shall analyze the reasons for such conclusion by the accounting firm in the assurance report, propose corrective measures and disclose such measures in the annual report.

Article 29 The sponsor or independent financial advisor shall conduct on-site inspection on the deposit and use of the Funds at least once every six months. After the end of each fiscal year, the sponsor or independent financial advisor shall issue a special verification report on, and disclose the deposit and use of, the Funds in the year. The Company shall disclose the special inspection conclusion in the annual special report on the deposit and use of the Funds.

In case the accounting firm issues an assurance report with "reserved", "negative" conclusion or "no conclusion" regarding the deposit and use of the Funds, the sponsor or independent financial advisor shall, in its verification report, diligently analyze the reasons for such conclusion by the accounting firm and provide clear verification opinions.

APPENDIX V

SPECIAL STORAGE AND USE OF PROCEEDS MANAGEMENT POLICY

The sponsor or Independent Financial Advisor shall promptly report to the stock exchange and make disclosure when listed companies and commercial banks fail to perform tripartite agreement as agreed, or when there is material irregularities or material risks in the management of the proceeds under the on-site inspection on the listed companies.

Chapter 6 Supplementary Provisions

Article 30 If any Project is implemented by a subsidiary or any other company controlled by the Company, the Company shall procure the subsidiary or such other company to comply with these Rules.

Article 31 Matters uncovered in these Rules shall be executed in accordance with laws, regulations, rules and regulatory documents as well as the relevant provisions of the Articles of Association. If there are any contradictions between these Rules and the laws, regulations, rules and regulatory documents as well as the relevant provisions of the Articles of Association, it shall be implemented in accordance with the provisions of relevant national laws and regulations, rules and regulatory documents, the listing rules of place where the shares of the Company is listed and the provisions of the Articles of Association.

Article 32 These Rules shall be implemented as of the date of approval by the Company's general meeting, and any amendment hereto shall be submitted to the general meeting for deliberation after approval by the board of directors.

(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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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 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.

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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.

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 (I) to (VI) categories during the latest twelve months;

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(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.

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 these Rules;

(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 these Rules.

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:

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(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;

(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;

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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(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.

Article 6 In principle, an independent non-executive director shall not serve as an independent director/independent non-executive director in no more than three domestic listed companies (including the Company) and no), more than six companies listed on the Hong Kong Stock Exchange or 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.

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INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY

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 14C1 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.

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 rule 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.

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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 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 these Rules, 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 (not later than 60 days) after the occurrence of the aforesaid facts.

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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.

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.

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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;

(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) above, 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.

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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.

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 special meetings 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 such meetings 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.

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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.

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 (I) to (III) of Paragraph 1 of Article 15 and Article 19 of these 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;

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(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.

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.

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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.

Article 28 The Company shall improve the communication and interaction mechanism between the independent non-executive directors and the minority shareholders. This is to facilitate the connection between the independent non-executive directors and shareholders, promote constructive interactions, and enable the independent non-executive directors to understand shareholders' opinions on matters affecting the Company, including but not limited to the Company's governance and performance of corporate strategies. 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;

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(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.

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;

APPENDIX VI

INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY

(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.

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 not 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 not later than three days before the meeting of the special committee. The Company shall keep the aforesaid meeting materials for at least ten years.

107 -

APPENDIX VI

INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY

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.

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.

108 -

APPENDIX VI

INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY

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.

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.

APPENDIX VII

THE PROCEDURE FOR A SHAREHOLDER TO

NOMINATE A PERSON FOR ELECTION AS A DIRECTOR

PHARMARON BEIJING CO., LTD.

(the "Company")

The Procedure for a Shareholder to Nominate a Person for Election as a Director

The following procedure shall apply to the nomination of persons for directors by shareholders of the Company (the "Shareholders", each a "Shareholder") who have received the notice for a general meeting of the Company. The procedure shall be governed by the Articles of Association of Pharmaron Beijing Co., Ltd. (the "Articles of Association") and other applicable regulations and rules:

In accordance with Article 442110 of the Articles of Association, in the case of a re-election of the board of directors or an addition to the board of directors, Shareholders individually or jointly holding 3% or more of the shares in the Company may nominate, without exceeding the number of persons to be elected, candidates for the positions of non-employee representative directors for the next session of the board of directors or a candidate for the additional position of non-employee representative director. Candidate for an independent director shall be nominated in accordance with the method and procedure as provided by laws, administrative regulations, ministerial rules, the listing rules of the stock exchange where shares in the Company are listed and the Articles of Association. Shareholders individually or jointly holding 3% or more of the shares in the Company shall propose the nomination for directors no earlier than the date of the notice of the general meeting and not later than ten days prior to the general meeting and submit the proposal in writing to the chairperson of the meeting. The chairperson shall issue a supplemental written notice for the general meeting within two days upon the receipt of the proposal to make public the content thereof note 1.
Such supplemental written notice shall contain: (i) written notice of the intention to nominate a director candidate and the candidate's willingness to accept the nomination, and (ii) written information concerning the candidate. The candidate's information and curriculum vitae shall meet the requirements under Rule 13.51(2) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules").
If such notice is received from a Shareholder after the issue of the notice for the general meeting, the Company shall issue a public announcement or supplemental circular to disclose the personal information of the candidates required by Rule 13.51(2) of the Listing Rules not later than seven days prior to the date of the general meeting.
This procedure shall come into force on the date when approved by the general meeting of the Company.
110 -

APPENDIX VII

THE PROCEDURE FOR A SHAREHOLDER TO

NOMINATE A PERSON FOR ELECTION AS A DIRECTOR

Note:

In accordance with Rule 13.70 of the Listing Rules, if a shareholder nominates any candidate for director after the notice for the general meeting has been issued, the issuer shall publish an announcement or issue a supplemental circular at least seven days prior to the date of the general meeting, providing the shareholders with relevant information including the candidate's particulars.

Note: If there is any discrepancy between the English and the Chinese versions, the Chinese version shall prevail.

111 -

APPENDIX VIII THE BIOGRAPHICAL DETAILS OF MS. WAN XUAN

THE BIOGRAPHICAL DETAILS OF MS. WAN XUAN

Ms. Wan Xuan, aged 42. Since June 2022, she has worked for CITIC Goldstone Investment Co., Ltd. as the head of investment division 5 (healthcare and biotechnology industry), director, and member of CITIC Goldstone Investment Co., Ltd. Investment Committee. From 2012 to 2022, she worked for Shanghai Panxin Equity Investment Management Co., Ltd. and Beijing Panmao Investment Management Co., Ltd. (an affiliate of CPE Yuanfeng) as principal. From 2008 to 2012, she worked at the Shanghai Stock Exchange.

Ms. WAN obtained her bachelor's degree in economics from Zhejiang University (浙江大學) in July 2004. She obtained her master's degree in law from Peking University (北京大學) in July 2007.

112 -

APPENDIX IX

EXTERNAL GUARANTEES QUOTA FOR THE YEAR 2025

Pharmaron (Beijing) Co., Ltd. (hereinafter referred to as the "Company" or "Pharmaron") held the 13th meeting of the 3rd session of the Board of Directors and the 11th meeting of the 3rd session of the Supervisory Committee on March 26, 2025, and reviewed and approved the "Proposal on the Estimated External Guarantee Quota for 2025". The details of the proposal are announced as follows:

I. GUARANTEE OVERVIEW

In order to meet the daily operation and business development funding needs of the Company and its subsidiaries, secure the successful completion of applications made by the Company and its subsidiaries to business relevant parties (including but not limited to banks, financial institutions and other business partners) for comprehensive bank credit (including but not limited to the applications for RMB or foreign currency liquidity loans, project loans, trade financing, bank acceptance, the L/C, letter of guarantee, bills discounting, factoring, export bill purchase, forward settlement and sale of foreign exchange, derivatives, etc.) and the smooth handling of other business matters. According to the forecasts made by the Company's finance department, in 2025, the Company and its subsidiaries is expected to provide guarantees with total quota of no more than RMB2.9 billion (including equivalent amount in foreign currency, same below), including guarantees provided by the Company for subsidiaries at all levels within the scope of the consolidated financial statements, and mutual guarantees provided by subsidiaries at all levels within the scope of the consolidated financial statements, of which RMB2.3 billion will be provided to wholly-owned subsidiaries, and RMB0.6 billion will be provided to holding subsidiaries with asset-liability ratios of less than 70%.

The guarantee items and related amounts that are still in the guarantee period before the date of the 2024 Annual General meeting shall not be included in the forecasted guarantee quota in 2025. The guarantee methods include but are not limited to guarantee, mortgage, pledge, etc. Subject to the aforesaid limit, the Company may, according to the actual situation, adjust the guarantees quota among eligible guarantee objects (including newly added subsidiaries in the future). It includes the adjustment among wholly-owned subsidiaries, the adjustment between wholly-owned subsidiaries and the holding subsidiaries whose asset liability ratio is less than 70%, and the adjustment among the holding subsidiaries whose asset-liability ratio is less than 70%.

113 -

APPENDIX IX

EXTERNAL GUARANTEES QUOTA FOR THE YEAR 2025

The details the forecast of guarantees quota for the year 2025 of the Company and controlled subsidiaries in 2025 are as follows:

Guarantor	Guaranteed Party	Shareholding proportion of guarantor	Asset-liability ratio of the secured party in the latest period	Guarantee balance up to now (RMB100 million)	Increase in guarantee quota (RMB100 million)	Percentage of guarantee quota over the net assets of the Listed Company in the latest period	Whether Related-party guarantee or not
The Company	Pharmaron (Ningbo) TSP Services CO., Ltd (“Pharmaron Ningbo TSP”)	100%	43.26%	3.48	2	1.47%	No
The Company	Pharmaron (Xi’an) Technology Development Co., Ltd. (“Pharmaron Xi’an Technology Development”)	100%	58.94%	1.97	2	1.47%	No
The Company	Pharmaron (Beijing) Pharmaceutical Technology Co., Ltd. (“Pharmaron Beijing Pharmaceutical Technology”)	100%	76.41%	2.46	3	2.20%	No
The Company	Pharmaron (Hong Kong) International Limited (“Pharmaron Hong Kong International”)	100%	59.68%	37.16	10	7.34%	No
The Company	Pharmaron Shaoxing Co., Ltd. (“Pharmaron Shaoxing”)	100%	50.85%	2.52	6	4.41%	No
The Company	Pharmaron (Ningbo) Biologics Co., Ltd. (“Pharmaron Biologics”)	88.89%	17.33%	2.28	1	0.73%	No
The Company	Pharmaron (Chengdu) Clinical Services Co., Ltd. (“Pharmaron Clinical”)	81.58%	43.26%	1.80	5	3.67%	No

APPENDIX IX

EXTERNAL GUARANTEES QUOTA FOR THE YEAR 2025

The Company and controlled subsidiaries follow the principle of prudence when providing external guarantees and review and approve external guarantees in strict accordance with relevant laws, regulations and system documents. The proposal on forecast of guarantees quota shall be valid from the date of approval by the 2024 annual general meeting to the date of convening of the 2025 annual general meeting. The above guarantees quota is reusable during effective period. The Board shall propose at the general meeting to authorize the chairman of the Company and his authorized representative to sign the contracts related to the aforesaid guarantee matters. This matter does not involve connected transactions. For the guarantee beyond the above mentioned total guarantees quota, the Company shall carry out the corresponding review procedures in accordance with the specific provisions of the Company Law, the Stock Listing Rules of ChiNext of Shenzhen Stock Exchange, No. 2 Self-Regulatory Guidelines of Shenzhen Stock Exchange for Listed Companies – the Guidelines of the Shenzhen Stock Exchange for the Standardized Operation of Companies Listed on the ChiNext Board.

II. BASIC INFORMATION OF THE GUARANTEED PARTIES

1. Pharmaron Ningbo TSP

Name	Pharmaron (Ningbo) TSP Services CO., Ltd
Unified Social Credit Code	91330201MA2CJJYR49
Date of Establishment	August 31, 2018
Domicile	Room 203-9, Building 2, No. 290, Xingci First Road, Ningbo Hangzhou Bay New Area, Zhejiang Province
Registered Capital	RMB800,000,000
Legal Representative	BOLIANG LOU
Business Scope	General items: medical research, trial and development; technical services, technical development, technical consulting, technical exchange, technical transfer, technical promotion; leasing of non-residential properties (except for items required to be approved by law, carrying out business activities independently according to law against the business license). Licensed items: technology import and export; goods import and export (approvals from competent authorities shall be obtained for the operation of the activities requiring approval in accordance with the laws. The specific items shall be subject to the approval).
Equity Structure	100% of its equity interests held by the Company
Connected relationship with the Company	Wholly-owned subsidiaries of the Company

APPENDIX IX

EXTERNAL GUARANTEES QUOTA FOR THE YEAR 2025

Financial data of Pharmaron Ningbo TSP is as follows:

Unit: RMB0'000

Accounting Period	For the year 2023/as at December 31, 2023	For the year 2024/as at December 31, 2024
Total Assets	88,488.03	154,281.39
Total Liabilities	39,105.98	66,749.81
Net Assets	49,382.05	87,531.58
Revenue	6,354.58	52,280.17
Total Profit	751.43	21,173.16
Net Profit	645.33	18,149.53
Total amount related to contingencies	-	-

2. Pharmaron Xi'an Technology Development

Name Pharmaron (Xi'an) Technology Development Co., Ltd.

Unified Social Credit Code 91611101MAB2T1EW09

Date of Establishment September 28, 2021

Domicile No. 1980, Guangde Road, Konggang New City, Xixian New Area, Shaanxi Province

Registered Capital RMB450,000,000

Legal Representative Boliang Lou

Business Scope General projects: medical research and experimental development; technical services, technology development, technology consulting, technology exchanges, technology transfer, technology promotion; import and export of goods; import and export of technology (in addition to projects subject to approval according to law, with a business license to carry out business activities independently according to law).

Equity Structure 100% of its equity interests held by the Company

Connected relationship with the Company Wholly-owned subsidiaries of the Company

APPENDIX IX

EXTERNAL GUARANTEES QUOTA FOR THE YEAR 2025

The financial data of Xi'an Technology Development are as follows:

Unit: RMB0'000

Accounting Period	For the year 2023/as at December 31, 2023	For the year 2024/as at December 31, 2024
Total Assets	27,549.35	75,461.89
Total Liabilities	17,550.43	44,477.23
Net Assets	9,998.93	30,984.66
Revenue	–	23,428.65
Total Profit	56.97	6,935.73
Net Profit	42.73	5,885.73
Total amount related to contingencies	–	–

3. Pharmaron Beijing Pharmaceutical Technology

Name: Pharmaron (Beijing) Pharmaceutical Technology Co., Ltd.

Unified Social Credit Code: 91110400MA04GDFK29

Date of Establishment: October 21, 2021

Domicile: Room 511, 5/F, Building 1, 6 Tai-He Road, Beijing Economic-Technological Development Area, Beijing (Yizhuang Group, High-end Industrial Area of Beijing Pilot Free Trade Zone)

Registered Capital: RMB500,000,000

Legal Representative: Lou Boliang

APPENDIX IX

EXTERNAL GUARANTEES QUOTA FOR THE YEAR 2025

Business Scope

Technology development, technology transfer, technical consultation and technical services for medicinal compounds, chemical drugs, biological products and biotechnology (except human stem cells, genetic diagnosis and treatment technology development and application); import and export of goods, import and export agency, import and export of technology; production of pharmaceutical products (market entities shall independently select business projects and carry out business activities in accordance with the law; pharmaceutical production and projects subject to approval in accordance with the law shall be carried out in accordance with the approved content after obtaining the approval from the relevant authorities; business activities prohibited and restricted by the national and local industrial policies shall not be carried out.)

Equity Structure

100% of its equity interests held by the Company

Connected relationship with the Company

Wholly-owned subsidiaries of the Company

Financial data of Pharmaron Beijing Pharmaceutical Technology is as follows:

Unit: RMB0'000

Accounting Period	For the year 2023/as at December 31, 2023	For the year 2024/as at December 31, 2024
Total Assets	38,238.38	79,991.93
Total Liabilities	26,460.38	61,120.27
Net Assets	11,778.00	18,871.66
Revenue	3,548.27	8,540.88
Total Profit	2,095.26	2,470.60
Net Profit	1,780.62	2,093.66
Total amount related to contingencies	-	-

APPENDIX IX

EXTERNAL GUARANTEES QUOTA FOR THE YEAR 2025

4. Pharmaron Hong Kong International

Name
Pharmaron (Hong Kong) International Limited

Unified Social Credit Code
2325640

Date of Establishment
December 31, 2015

Domicile
22nd Floor, Tai Yau Building, 181 Johnston Road, Wanchai, Hong Kong

Registered Capital (paid-in capital)
10,000 ordinary shares

Legal Representative
Boliang Lou

Business Scope
Shareholding by investment

Equity Structure
100% of its equity interests held by the Company

Connected relationship with the Company
Wholly-owned subsidiaries of the Company

Financial data of Pharmaron Hong Kong International is as follows:

Unit: USD0'000

Accounting Period	For the year 2023/as at December 31, 2023	For the year 2024/as at December 31, 2024
Total Assets	104,336.62	103,624.70
Total Liabilities	77,005.56	61,839.42
Net Assets	27,331.06	41,785.29
Revenue	–	241.17
Total Profit	228.97	8,055.32
Net Profit	226.76	7,879.13
Total amount related to contingencies	–	–

APPENDIX IX

EXTERNAL GUARANTEES QUOTA FOR THE YEAR 2025

5. Pharmaron Shaoxing

Name
Pharmaron Shaoxing Co., Ltd.

Unified Social Credit Code
91330604MA2894X91L

Date of Establishment
January 3, 2017

Domicile
No. 18, East Jingqi Road, Hangzhou Bay Shangyu Economic and Technological Development Zone, Shangyu District, Shaoxing City, Zhejiang Province

Registered Capital (paid-in capital)
RMB1,500,000,000

Legal Representative
Zhang Faliang

Business Scope
Licensed items: production of pharmaceuticals; production of veterinary drugs; import of new chemicals; entrusted production of pharmaceuticals; operation of hazardous wastes; production of new chemicals; export and import of pharmaceuticals (items subject to the approval may not be operated until they are approved by relevant departments and the specific operation activities shall be subject to the approval results). General items: manufacturing of basic chemical raw materials (excluding manufacturing of licensed chemicals such as hazardous chemicals); import and export of goods; import and export of technologies; sales of chemical products (excluding licensed chemical products); sales of renewable resources; processing of renewable resources; manufacturing of specialty chemical products (excluding hazardous chemicals); sales of specialty chemical products (excluding hazardous chemicals); medical research and experimental development; technical services, technology development, technology consulting, technology exchange, technology transfer, technology promotion; biochemicals product technology research and development (except for projects subject to approval in accordance with the law, business activities shall be carried out independently by virtue of business licenses).

Equity Structure
100% of its equity interests held by the Company

Connected relationship with the Company
Wholly-owned subsidiaries of the Company

APPENDIX IX

EXTERNAL GUARANTEES QUOTA FOR THE YEAR 2025

Financial data of Pharmaron Shaoxing is as follows:

Unit: RMB0'000

Accounting Period	For the year 2023/as at December 31, 2023	For the year 2024/as at December 31, 2024
Total Assets	144,565.36	198,263.61
Total Liabilities	118,051.25	100,807.85
Net Assets	26,514.11	97,455.76
Revenue	10,472.37	57,358.83
Total Profit	-8,736.37	12,451.10
Net Profit	-7,755.07	10,933.75
Total amount related to contingencies	-	-

6. Pharmaron Biologics

Name Pharmaron (Ningbo) Biologics Co., Ltd.

Unified Social Credit Code 91330201MA2H8JR46W

Date of Establishment October 9, 2020

Registered Address Rooms 109, Building No. 1, 800 Binhai Forth Road, Hangzhou Bay New District, Ningbo, Zhejiang Province

Registered Capital RMB3,487,405,209

Legal Representative Boliang Lou

APPENDIX IX

EXTERNAL GUARANTEES QUOTA FOR THE YEAR 2025

Business Scope

General items: medical research, trial and development; technical services, technical development, technical consulting, technical exchange, technical transfer, technical promotion; technology import and export; import and export of goods; rental of non-residential properties (except for items required to be approved by law, carrying out business activities independently according to law against the business license). Licensed items: pharmaceutical production; entrusted production of medicines; technology import and export; goods import and export (approvals from competent authorities shall be obtained for the operation of the activities requiring approval in accordance with the laws. The specific items shall be subject to the approval).

Connected relationship with the Company

A subsidiary of the Company

Equity structure of Pharmaron Biologics is as follows:

Name of shareholder	Shareholding Ratio
Pharmaron	88.89%
Ningbo Kangjun Zhongyuan Equity Investment Partnership (Limited Partnership)	2.20%
Ningbo Yufeng Venture Capital Partnership (Limited Partnership)	0.23%
Kangjun Investment Management (Beijing) Co., Ltd.	0.14%
Total of other independent third-party shareholders	8.54%

Financial data of Pharmaron Biologics is as follows:

Unit: RMB0'000

Accounting Period	For the year 2023/as at December 31, 2023	For the year 2023/as at December 31, 2023
Total Assets	443,862.80	426,645.71
Total Liabilities	67,665.61	73,956.77
Net Assets	376,197.19	352,688.94
Revenue	1.71	3,242.52
Total Profit	-17,732.58	-10,345.04
Net Profit	-15,277.18	-8,715.36
Total amount related to contingencies	-	-

APPENDIX IX

EXTERNAL GUARANTEES QUOTA FOR THE YEAR 2025

7. Pharmaron Clinical

Name
Pharmaron (Chengdu) Clinical Research Services Co., Ltd.

Unified Social Credit Code
91510100MA6AGA9A02

Date of Establishment
May 27, 2021

Registered Address
Room 3301, 33/F, Block 2, No. 1199 North Section of Tianfu Avenue, Chengdu Hi-tech Zone, China (Sichuan) Pilot Free Trade Zone

Registered Capital
RMB701,960,000

Legal Representative
Lou Xiaoqiang

Business Scope
Scope General items: medical research and experimental development (excluding human stem cells, genetic diagnosis and treatment technology development and application); health consultation services (excluding diagnosis and treatment services); remote health management services; technical services, technology development, technology consulting, technology exchange, technology transfer and technology promotion; data processing services; corporate management consulting; corporate image planning; convention and exhibition services; computer system services; import and export of goods; technology import and export; Human resources services (excluding employment intermediary activities and labor dispatch services). (Except for projects that require approval according to law, operate independently in accordance with the business license). Licensed projects: Labor dispatch services. (Projects that require approval according to law can only be carried out after being approved by relevant departments. The specific business projects are subject to the approval documents or license certificates of relevant departments) (excluding areas subject to special access management measures specified by the state).

Relationship with the Company
A subsidiary of the Company

123 -

APPENDIX IX

EXTERNAL GUARANTEES QUOTA FOR THE YEAR 2025

Equity structure of Pharmaron Clinical is as follows:

Name of shareholder	Shareholding Ratio
Pharmaron	81.58%
Xiamen Longtai Kanglin Enterprise Management Partnership (Limited Partnership)	10.11%
Liu Yang	3.41%
Total of other independent third-party shareholders	4.90%

Financial data of Pharmaron Clinical is as follows:

Unit: RMB0'000

Accounting Period	For the year 2023/as at December 31, 2023	For the year 2024/as at December 31, 2024
Total Assets	185,790.77	204,248.18
Total Liabilities	63,252.80	88,352.82
Net Assets	122,537.97	115,895.36
Revenue	45,556.51	55,917.07
Total Profit	-9,823.37	-7,098.83
Net Profit	-9,823.37	-7,098.83
Total amount related to contingencies	-	-

The aforesaid guaranteed companies have good credit rating and no overdue loans, and none of them is a dishonest person subject to enforcement.

III. MAIN CONTENTS OF THE GUARANTEE AGREEMENT

This guarantee project is designed to predetermine the expected guarantee amount in the next 12 months, and the relevant agreement has not been signed. When the actual loan and guarantee occur, the guarantee amount, guarantee period, guarantee rate and other contents shall be determined by the Company and its related subsidiaries through negotiation with the lending bank and other financial institutions within the above limit, and relevant contracts shall be signed. The relevant guarantee matters shall be subject to the duly signed guarantee document, and the above guarantee limit can be reused.

APPENDIX IX

EXTERNAL GUARANTEES QUOTA FOR THE YEAR 2025

IV. OPINIONS OF THE BOARD OF DIRECTORS

The capital arrangement and actual demand of the subsidiaries in 2025 have been taken into full account for this guarantee project, which is conducive to making full use of and flexibly allocating the Company's resources, solving the capital needs of the subsidiaries and improving the decision-making efficiency of the Company. The guarantee objects hereunder include wholly-owned subsidiaries and partly-owned subsidiaries. The risks in connection with the guarantees provided for the aforesaid wholly-owned subsidiaries and controlled subsidiaries are within the scope of control of the Company, which conforms to the overall interests of the Company and does not harm the interests of the Company and the investors. Other shareholders of the controlled subsidiaries, Pharmaron Clinical have not provided corresponding guarantees in proportion to their shareholdings, which is mainly because the Company holds 88.89% of the equity interest of Pharmaron Biologics and holds 81.58% of the equity interest of Pharmaron Clinical, so that the Company has the power to control the decision-making in major events and daily operation and management, as well as effectively supervise and manage the operations of Pharmaron Clinical. Besides, Pharmaron Biologics and Pharmaron Clinical are in a stable financial position, with good credit standing and the ability to discharge its debts, and the financial risk in connection with the guarantees provided by the Company to them is within the control, and there is no situation that damages the interests of the Company and its shareholders. This guarantee project does not involve counter-guarantee. The board of directors made a comprehensive assessment on the asset quality, operating conditions, industry prospects, solvency and credit status of each secured party, and concluded that the secured party is in good operating conditions, has sufficient funds and has the ability to repay debts. Therefore, the board of directors approved the resolution on estimated guarantees quota for the year 2025, and it shall be submitted to the general meeting for consideration.

V. TOTAL NUMBER OF EXTERNAL GUARANTEES AND OVERDUE GUARANTEES

As of December 31, 2024, the total actual external guarantee balance of the Company and its subsidiaries was RMB5,165,861,900 (all of which were guarantees provided by the Company for subsidiaries within the scope of the consolidated financial statements), accounting for 37.93% of the Company's latest audited net assets. After this guarantee is approved by the general meeting of shareholders of the Company, calculated based on the upper limit of the guarantee amount, and measured by adding the total amount of newly added guarantees reviewed this time to the actual external guarantee balance of the Company and its subsidiaries as of December 31, 2024, the total guarantee amount of the Company and its subsidiaries is RMB8,065,861,900, accounting for 59.22% of the Company's latest audited net assets. The Company and its subsidiaries have no overdue external guarantee, no guarantee in relation to litigation or guarantee for the damages due to a losing judgment, and no guarantee for shareholders, actual controllers and their affiliates.

APPENDIX X
2025 H SHARE AWARD AND TRUST SCHEME

Pharmaron Beijing Co., Ltd.
2025 H Share Award and Trust Scheme

Table of Contents

Definitions and Interpretation 128
General Introduction and Purpose of the Scheme 131
Conditions 132
Duration 132
Administration 133
Selection of Selected Participant 135
Award Letter regarding Grant of Awards 138
Receipt of Treasury H Shares by the Trustee 139
Granting and Vesting of Award 139
Changes of Circumstances Pertaining to the Selected Participants and
Clawback Mechanism 142
Transferability and Other Rights to Award Shares 144
Interest in the Assets of the Trust 145
Restrictive Covenants 145
Takeover, Rights Issue, Open Offer, Scrip Dividend Scheme, etc. 146
Change in control 146
Open offer and rights issue 146
Bonus warrants 146
Scrip dividend 147
Consolidation, sub-division, capitalization issue 147
Voluntary winding-up 148
Compromise or arrangement 148

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Scheme Mandate Limit ... 149
Returned Shares ... 150
Interpretation ... 150
Amendment of the Scheme ... 150
Cancellation of Awards ... 151
Termination ... 151
Miscellaneous ... 152
Dispute Resolution ... 154
Governing law ... 154
Translation ... 154

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1. DEFINITIONS AND INTERPRETATION

1.1 In these Scheme Rules, unless the context otherwise requires, each of the following words and expressions shall have the meaning respectively shown opposite to it:

"Actual Selling Price" is the actual price at which the Awards Shares are sold (net of brokerage, Stock Exchange trading fee, SFC transaction levy and any other applicable costs) on vesting of an Award pursuant to the Scheme or in the case of a vesting when there is an event of change in control or privatisation of the Company pursuant to Rule 14.1, the consideration receivable under the related scheme or offer;

"Adoption Date" is the date on which the Shareholders and the Board approve this Scheme (i.e. June 20, 2025);

"Articles" is the articles of association of the Company as amended from time to time;

"associate" shall have the meaning as set out in the Listing Rules;

"Award" is an award granted by a Delegatee to a Selected Participant, pursuant to the Scheme, which may vest in the form of Award Shares or the Actual Selling Price of the Award Shares in cash, as such Delegatee may determine in accordance with the terms of the Scheme Rules. For the avoidance of doubt, any award granted under this Scheme shall not involve the issuance or grant of any options or other similar rights;

"Award Letter" shall have the meaning as set out in Rule 7.1;

"Award Period" is the period commencing on the Adoption Date, and ending on the Business Day immediately prior to the 10th anniversary of the Adoption Date;

"Award Shares" is the H Shares granted to a Selected Participant in an Award;

"Board" is the board of directors of the Company (please also refer to Rule 1.2(i)), from time to time;

"Business Day" is any day on which the Stock Exchange is open for the business of dealing in securities;

"Company" or "our Company" is Pharmaron Beijing Co., Ltd.;

"connected person" shall have the meaning as set out in the Listing Rules;

"Delegatee" is the Management Committee, person(s) or board committee(s) to which the Board has delegated its authority;

"Director(s)" is the director(s) of the Company, from time to time;

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"Eligible Employee" shall have the meaning as set out in Rule 6.1; however, no individual who is resident in a place where the grant, acceptance or vesting of an Award pursuant to the Scheme is not permitted under the laws and regulations of such place or where, in the view of the Board or the Delegate, compliance with applicable laws and regulations in such place makes it necessary or expedient to exclude such individual, shall be entitled to participate in the Scheme and such individual shall therefore be excluded from the term Eligible Employee;

"Grant Date" is the date on which the grant of an Award is made to a Selected Participant;

"Group" or "our Group" is the Company and its subsidiaries from time to time, and the expression member of the Group shall be construed accordingly;

"H Shares" is the overseas listed foreign shares with a nominal value of RMB1.00 each in the share capital of the Company, which are listed on the Stock Exchange;

"HK$" is Hong Kong dollars, the lawful currency of Hong Kong;

"Hong Kong" is the Hong Kong Special Administrative Region of the People's Republic of China;

"Listing Rules" is the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;

"Management Committee" is the management committee of the Scheme to which the Board has delegated its authority to administer the Scheme;

"on-market" is the acquisition of H Shares of the Company through one or more transactions through the facilities of the Stock Exchange in accordance with the Listing Rules and any other applicable laws and regulations;

"PRC" is the People's Republic of China;

"Relevant Scheme(s)" has the meaning ascribed thereto under Rule 6.4(b) in this Scheme;

"Returned Shares" is such Award Shares that are not vested and/or are forfeited in accordance with the terms of the Scheme, or such H Shares being deemed to be null, void and/or Returned Shares under the Scheme Rules; which shall be treated as lapsed in accordance with the terms of the Scheme;

"Scheme" or "this Scheme" is the 2025 H Share Award and Trust Scheme adopted by the Company in accordance with these Scheme Rules on the Adoption Date, and as amended from time to time;

"Scheme Mandate Limit" shall have the meaning as set out in Rule 15.1;

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"Scheme Rules" is the rules set out herein relating to the Scheme as amended from time to time;

"Selected Participant" is any Eligible Employee who, in accordance with Rule 6, is approved for participation in this Scheme, and has been granted any Award under this Scheme;

"SFC" is the Securities and Futures Commission of Hong Kong;

"SFO" is the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong);

"Shareholder(s)" is the shareholder(s) of the Company;

"Stock Exchange" is The Stock Exchange of Hong Kong Limited;

"Subsidiary" or "Subsidiaries" is any subsidiary (as the term is defined in the Listing Rules) of the Company;

"Taxes" shall have the meaning as set out in Rule 9.14;

"Trust" is the trust constituted by the Trust Deed to service the Scheme;

"Trust Deed" is the trust deed to be entered into between the Company and the Trustee (as may be restated, supplemented and amended from time to time);

"Trustee" is the trustee appointed by the Company from time to time for the purpose of the Trust;

"Vesting Date" is the date or dates, as determined from time to time by the Board or the Delegatee on which the Award (or part thereof) is to vest in the relevant Selected Participant as set out in the relevant Award Letter pursuant to Rule 7.1, such date shall fall after the date when the annual results announcement of the Company is published for any Vesting Period;

"Vesting Notice" shall have the meaning as set out in Rule 9.10;

"Vesting Schedule" shall have the meaning as set out in Rule 9.2;

"Vesting Period" is the relevant period between when the Awards are granted and the period when the relevant vesting conditions in connection to the Awards are fulfilled or waived (as the case might be) and shall be set out in the Award Letter.

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1.2 In these Scheme Rules, except where the context otherwise requires:

(a) references to Rules are to the rules of the Scheme Rules;

(b) references to times of the day are to Hong Kong time;

(c) references to any statutory body shall include the successor thereof and any body established to replace or assume the function of the same;

(d) if a period of time is specified as from a given day, or from the day of an act or event, it shall be calculated exclusive of that day;

(e) a reference to "include", "includes" and "including" shall be deemed to be followed by the words "without limitation";

(f) a reference to "dollars" or to "$" shall be construed as a reference to the lawful currency for the time being of Hong Kong;

(g) a reference, express or implied, to statutes, statutory provisions or the Listing Rules shall be construed as references to those statutes, provisions or rules as respectively amended or re-enacted or as their application is modified from time to time by other provisions (whether before or after the date hereof) and shall include any statutes, provisions of rules of which are re-enacted (whether with or without modification) and shall include any orders, regulations, instruments, subsidiary legislation, other subordinate legislation or practice notes under the relevant statute, provision or rule;

(h) words importing the singular include the plural and vice versa, and words importing a gender include every gender;

(i) unless otherwise indicated, the Board can make determinations in its sole and absolute discretion and if the Board delegates its authority to administer the Scheme to the Delegate, such Delegate shall enjoy the same role and absolute discretion.

2. GENERAL INTRODUCTION AND PURPOSE OF THE SCHEME

2.1 The Scheme is a share award of H Shares and trust scheme established by the Company in order to utilize the 7,263,300 H Shares (treasury H Shares) repurchased by the Company pursuant to the repurchase mandate approved at the annual general meeting held in June 2024 in order to award employees.

2.2 The purposes of this Scheme are:

(a) to attract, motivate and retain skilled and experienced personnel to strive for the future development and expansion of the Group by providing them with the opportunity to own equity interests in the Company;

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(b) to deepen the reform on the Company’s remuneration system and to develop and constantly improve the interests balance mechanism among the Shareholders, the operational and executive management; and

(c) to (a) recognize the contributions of the leadership of the Company including the Directors and long standing employees of the Company; (b) encourage, motivate and retain the leadership of the Company and long standing employees whose contributions are beneficial to the continual operation, development and long-term growth of the Group; and (c) provide additional incentive for the leadership of the Company and long standing employee by aligning the interests of the leadership of the Company to that of the Shareholders and the Group as a whole.

2.3 A Trust Deed has been entered into between the Company and the Trustee from time to time for the purpose of the Trust. Pursuant to the Trust Deed, the Trust has been constituted to service the Scheme whereby the Trustee shall assist with the administration of the Scheme and shall, subject to the relevant provisions of the Trust Deed and upon the instruction of the Company, acquire such underlying H Shares of the Scheme through transfer of treasury H Shares by the Company to the Trust. The Company intends to utilize treasury H Shares for the administration of the Scheme and will transfer such treasury H Shares at such price as might be approved by the Board or the Delegate. Awards granted to the Selected Participants shall be held by the Trustee on trust for the benefit of the Selected Participants, and the Trustee shall, for the purposes of vesting of the Award and upon the instruction of the Board or the Delegate, release from the Trust the Award Shares to the Selected Participants or sell the number of Award Shares so vested on-market at the prevailing market price and pay the Selected Participants the proceeds in cash arising from such sale in accordance with Rule 9 and relevant provisions under the Trust Deed.

3. CONDITIONS

3.1 The adoption of this Scheme, as proposed by the resolution of the Board dated March 26, 2025 is conditional upon the passing of a resolution by the Shareholders approving the proposed adoption.

3.2 Unless expressly stipulated herein, all Awards granted under this Scheme shall be governed by the terms and conditions of the relevant Award Letter (and any other agreement between the Company and the Eligible Employee), and the terms of the prevailing Scheme Rules.

4. DURATION

Subject to Rules 9.8 and 20, the Scheme shall be valid and effective for the Award Period (i.e. for a term commencing on the Adoption Date and ending on the Business Day immediately prior to the 10th anniversary of the Adoption Date), and after which no further Awards will be granted, and thereafter for so long as there are any non-vested Award Shares granted hereunder prior to the expiration of the Scheme (including such date of early termination as determined by the Board subject to Rule 20.1(b)), in order to give effect to the vesting of such Award Shares or otherwise as may be required in accordance with the provisions of the Scheme Rules.

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5. ADMINISTRATION

5.1 The Scheme shall be subject to the administration of the following administrative bodies:

(a) the general meeting of the Shareholders, as the institution vested with the supreme authority of the Company, is responsible for the consideration and approval of the adoption of the Scheme. The general meeting of the Shareholders may authorize the Board to deal with all matters related to the Scheme to the extent of its authority;

(b) the Board is the institution in charge of the administration of the Scheme in accordance with the Scheme Rules and where applicable, the Trust Deed. A decision of the Board or the Delegatee shall be final and binding on all persons affected. The Management Committee shall be responsible for drafting and revising the Scheme and submitting the same to the Board for consideration. Upon consideration and approval of the Scheme, the Board will submit the Scheme to the general meeting of the Shareholders for consideration. The Board or the Delegatee may handle all matters related to the Scheme within the authorization by the general meeting of the Shareholders;

(c) the Trust will be constituted to service the Scheme whereby the Trustee shall, subject to the relevant provisions of the Trust Deed and the relevant provisions thereof, and upon the instruction of the Company, acquire H Shares through transfer of treasury H Shares by the Company to the Trust.

5.2 The authority to administer the Scheme may be delegated by the Board to the Delegatee as deemed appropriate in the sole and absolute discretion of the Board, provided that nothing in this Rule 5.2 shall prejudice the Board's power to revoke such delegation at any time or derogate from the discretion rested with the Board as contemplated in Rule 5.1(b).

5.3 Subject to any restrictions in the Scheme Rules, it is noted that as at the Adoption Date the Board has delegated to the Management Committee the authority to administer the Scheme, including the power to grant an Award under the Scheme.

5.4 Without prejudice to the Board's general power of administration, the Board or the Delegatee may from time to time appoint one or more administrators, who may be independent third-party contractors, to assist in the administration of the Scheme, to whom they, in their sole and absolute discretion, may delegate such functions relating to the administration of the Scheme as they may think fit. The duration of office, terms of reference and remuneration (if any) of such administrator(s) shall be determined by the Board in its sole and absolute discretion from time to time.

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5.5 Without prejudice to the Board's general power of administration, to the extent not prohibited by applicable laws and regulations, the Board or the Delegatee may also from time to time appoint one or more Trustees in respect of granting, administration or vesting of any Award Shares.

5.6 Subject to the Scheme Rules, the Listing Rules and any applicable laws and regulations, the Board or the Delegatee shall have the power from time to time to:

(a) construe and interpret the Scheme Rules and the terms of the Awards granted under the Scheme;

(b) make or vary such arrangements, guidelines, procedures and/or regulations for the administration, interpretation, implementation and operation of the Scheme, provided that they are not inconsistent with the Scheme Rules;

(d) determine the basis of eligibility of any Eligible Employee for the grant of Awards from time to time on the basis of their contribution to the development and growth of the Group or such other factors deemed appropriate;

(e) grant Awards to those Eligible Employees whom it shall select from time to time;

(f) determine the terms and conditions of the Awards;

(g) establish, assess and administer performance targets in respect of the Scheme;

(h) approve the form and content of an Award Letter;

(i) adjust the number of outstanding Award Shares or accelerate the Vesting Dates of any Awards pursuant to Rule 14;

(j) transfer corresponding treasury H Shares out of treasury to the Trust upon such grant;

(k) exercise any authority as may be granted by the Shareholders from time to time;

(l) engage bank(s), accountant(s), lawyer(s), consultant(s) and other professional parties for the purpose of the Scheme; and

(m) sign, execute, amend and terminate all documents relating to the Scheme, undertake all procedures relevant to the Scheme and take such other steps or actions to give effect to the terms and intent of the Scheme Rules.

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5.7 None of the Directors or any Delegatee shall be personally liable by reason of any contract or other instrument executed by him, or on his behalf or for any mistake of judgment made in good faith, for the purposes of the Scheme, and the Company shall indemnify and hold harmless each member of the Board and any Delegatee in relation to the administration or interpretation of the Scheme, against any cost or expense (including legal fees) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Scheme unless arising out of such person's own wilful default, fraud or bad faith.

5.8 In respect of the administration of the Scheme, the Company shall comply with all applicable disclosure regulations including those imposed by the Listing Rules and all applicable PRC laws, regulations and rules.

6. SELECTION OF SELECTED PARTICIPANT

6.1 For the purposes of this Scheme, Eligible Employee is any PRC or non-PRC employee (including consultant), Director (excluding any independent non-executive Director) of any members of the Group.

6.2 Subject to Rule 6.1, the Board or the Delegatee may, from time to time, select any Eligible Employee to be a Selected Participant of this Scheme and, subject to Rule 6.4, grant an Award to such Selected Participant during the Award Period conditional upon fulfilment of terms and conditions of the Awards and performance targets as the Board or the Delegatee determines from time to time. Allocation proposal and amount for Selected Participants shall be determined based on the rank and job duty of the Selected Participant. Such allocation proposal and amount and shall be determined by the Board or the Delegatee from time to time.

6.3 The Selected Participants are determined in accordance with the Company Law of the PRC, the Securities Law of the PRC and other applicable laws, regulations and regulatory documents and the relevant provisions of the Articles, together with the Company's actual circumstances and matters including the present and expected contribution of the relevant Selected Participant to the Group.

No one should be considered as a Selected Participant of the Scheme if he:

(a) has been publicly reprimanded or deemed as an inappropriate candidate for similar award schemes or share incentive plans of a listed company by any securities regulatory bodies with authority in the last 12 months;

(b) has been imposed with penalties or is banned from trading securities by securities regulatory bodies due to material non-compliance with laws or regulations in the last 12 months;

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(c) is in breach of relevant national laws and regulations or the Articles; or
(d) has caused losses to the Company during his term of service due to soliciting bribes, corruption and theft, disclosure of the operation and technology secrets of the Company, infringement of company interest through connected transactions and any acts which cause damage to the reputation and image of the Company, which can be proven with sufficient evidence by the Company.

The Selected Participants shall undertake: if any of the above provisions occur during implementation of the Scheme which would prevent him from being considered as a Selected Participant, he shall give up his rights to participate in the Scheme and shall not be given any compensation. The Selected Participants shall return to the Company all interests in the Award Shares already vested, and in the event of serious violation or damage, the Company reserves the right to bring a claim against such Selected Participants for the damages suffered as a result of the reasons above stated, any outstanding Award Shares not yet vested shall be immediately forfeited, unless the Board or the Delegate determines otherwise in its sole and absolute discretion.

6.4 Each grant of an Award to any connected person of the Group shall be subject to the Listing Rules and any applicable laws and regulations. In accordance with the Listing Rules:

(a) Any grant of options or Awards to a Director, chief executive or substantial Shareholder of the Company, or any of their respective associates, must be approved by the independent non-executive Directors;
(b) Where any grant of Awards to a Director (other than an independent non-executive Director) or chief executive of the Company, or any of their associates would result in the shares issued and to be issued in respect of all Awards granted (excluding any Awards lapsed in accordance with the terms of this Scheme and any other schemes involving issuance of new Shares or transfer of treasury Shares adopted and to be adopted by the Company from time to time (together with the Scheme, the "Relevant Scheme(s)")) to such person in the 12-month period up to and including the date of such grant, representing in aggregate over 0.1% of the H Shares in issue (excluding any treasury H Shares), such further grant of Awards must be approved by the Shareholders in general meeting in the manner set out in the Listing Rules (including compliance with the content requirement of the circular as required under the Listing Rules); and
(c) Where any grant of options or Awards to a substantial Shareholder of the Company, or any of their respective associates, would result in the shares issued and to be issued in respect of all options and Awards granted (excluding any options and Awards lapsed in accordance with the terms of this Scheme and any other Relevant Scheme(s)) to such person in the 12-month period up to and including the date of such grant representing in aggregate over 0.1% of the H Shares in issue (excluding treasury H Shares), such further grant of options or Awards must be approved by the Shareholders in general meeting in the manner set out in the Listing Rules (including compliance with the content requirement of the circular as required under the Listing Rules).

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Any change to the terms of Awards granted to a Selected Participant must be approved by the Board, the Remuneration and Appraisal Committee, the independent non-executive Directors and/or the Shareholders (as the case may be) if the initial grant of such Awards under the Scheme was approved by the Board, the Remuneration and Appraisal Committee, the independent non-executive Directors and/or the Shareholders (as the case may be) except where the alterations take effect automatically under the existing terms of the 2025 H Share Award and Trust Scheme.

Any relevant Selected Participant, his associates and all core connected persons of the Company shall abstain from voting in favour of such resolutions at such general meeting.

6.5 Notwithstanding the provisions in Rule 6.1, Rule 6.2, Rule 6.3 and Rule 6.4, no grant of any Award Shares to any Selected Participant may be made and no directions or recommendations shall be given to the Trustee with respect to a grant of an Award under the circumstances below, and any such grant so made or any such direction or recommendation so given shall be null and void to the extent (and only to the extent) that it falls within the circumstances below:

(a) in any circumstances where the requisite approval from any applicable regulatory authorities or Shareholders has not been granted;

(b) in any circumstances that any member of the Group will be required under applicable securities laws, rules or regulations to issue a prospectus or other offer documents in respect of such Award or the Scheme, unless the Board or the Delegate determines otherwise;

(c) where such Award would result in a breach by any member of the Group or its Directors of any applicable securities laws, rules or regulations in any jurisdiction;

(d) where such grant of Award would result in a breach of the Scheme Mandate Limit;

(e) after the expiry of the Award Period or after the earlier termination of this Scheme in accordance with Rule 20;

(f) after any inside information (as defined under the SFO) in relation to the Company which must be disclosed pursuant to Rule 13.09(2)(a) of the Listing Rules and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the SFO has come to the knowledge of the Company until (and including) the trading day after such inside information has been publicly announced in accordance with the Listing Rules, the SFO and/or the application laws, or where dealings by Directors are prohibited under any code or requirement of the Listing Rules or any applicable laws, rules or regulations;

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(g) during the period commencing 60 days immediately before the earlier of (i) the date of the board meeting (as such date is first notified to the Stock Exchange under the Listing Rules) for approving the Company’s annual results for any year; and (ii) the deadline for the Company to announce its annual results for any year under the Listing Rules, and ending on the date of the annual results announcement; and

(h) during the period commencing 30 days immediately before the earlier of (i) the date of the board meeting (as such date is first notified to the Stock Exchange under the Listing Rules) for approving the Company’s results for any half-year, quarterly or any other interim period (whether or not required under the Listing Rules); and (ii) the deadline for the Company to announce its results for any half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules), and ending on the date of the relevant half-year, quarterly or any other interim results announcement.

6.6 In the event that a Selected Participant ceases to be an Eligible Employee due to any reasons including but not limited to those set forth in Rules 10.1 to 10.9 upon the approval in relation to any grant of Award Shares by the Board or the Delegatee and prior to the execution of the corresponding Award Letter, any directions or recommendations made by the Company to such Selected Participant with respect to any of such grant of Award Shares in any form or by any means shall be null and void, and no relevant Award Shares shall be granted to such Selected Participant, unless the Board or the Delegatee determines otherwise in its sole and absolute discretion.

7. AWARD LETTER REGARDING GRANT OF AWARDS

7.1 The Company shall issue a letter to each Selected Participant in such form as the Board or the Delegatee may from time to time determine, specifying the Grant Date, the manner of acceptance of the Award, the value of the Award and/or number of Award Shares underlying the Award (with the basis on which the number of Award Shares underlying the Award is arrived at), the vesting criteria and conditions, the Vesting Period and the Vesting Schedule, and such other details, terms and conditions as they may consider necessary and in compliance with this Scheme (an “Award Letter”). Unless specifically indicated in the Award Letter, Selected Participants shall not be required to bear or pay any price or fee for the acceptance of the Award or any purchase price for the Award Shares.

7.2 As soon as practicable after the grant of any Award to a Selected Participant, the Company shall provide a fully executed copy of the Award Letter to the Trustee.

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8. RECEIPT OF TREASURY H SHARES BY THE TRUSTEE

8.1 The Trustee shall only be obliged to transfer Award Shares to Selected Participants on vesting to the extent that Award Shares are comprised in the Trust.

8.2 The Trustee may receive H Shares from the Company through the transfer of any treasury H Shares from the Company to the Trust, such H Shares may be transferred to the Trustee at such price as might be approved by the Board or the Delegatee’s. Such treasury H Shares can only be transferred to the Trustee when being granted to any Selected Participants.

8.3 The Trustee may, at its election upon the Board or the Delegatee’s instruction, assign H Shares acquired in any manner pursuant to this Rule 8 to a specific Award.

9. GRANTING AND VESTING OF AWARD

9.1 The Board or the Delegatee may from time to time while the Scheme is in force and subject to all applicable laws, rules and regulations, determine such granting and vesting criteria, conditions, schedule and/or period for the Award to be granted and/or vested hereunder.

9.2 Unless otherwise specified in the Award Letter approved by the Board or the Delegatee, and subject to the satisfaction of the vesting conditions and criteria of the relevant Vesting Period as described in Rules 9.3 to 9.5 below, all Awards under this Scheme shall be vested in four equal tranches (i.e., 25%, 25%, 25% and 25%) upon the corresponding anniversaries of the Grant Date upon the corresponding anniversaries of the Grant Date (“Vesting Schedule”). Upon being vested to a Selected Participant, the Award Shares will rank pari passu in all respects with the fully paid H Shares in issue (excluding treasury H Shares) on the Vesting Date. The actual vesting amount of the Award granted to a Selected Participant for the respective Vesting Schedule after each Vesting Period shall be specified in the Award Letter approved by the Board or the Delegatee. Notwithstanding the provisions in Rule 14 and in any event, the vesting period of options or Awards shall not be less than 12 months.

9.3 Vesting of the Award granted under this Scheme is subject to the conditions of the performance indicators, and any other applicable vesting conditions as set out in the Award Letter. Save as determined by the Board or the Delegatee on a case by case basis and provided in the Award Letter, the 2025 H Share Award and Trust Scheme does not specify any performance indicators that a Selected Participant is required to achieve before an Award can be vested under the terms of the 2025 H Share Award and Trust Scheme. Nevertheless, the Board or the Delegatee may impose performance indicators on a case-by-case basis. The Board believes that this arrangement will provide the Board or the Delegatee with more flexibility in setting out the terms and conditions of the Awards under particular circumstances of each grant and facilitate the Board or the Delegatee to offer meaningful incentives to attract and retain quality and high calibre personnel that are valuable to the development of the Group.

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While the performance indicators will be imposed on a case-by-case basis to ensure the vesting of Awards would be beneficial to the Group, general factors to be taken into account include but not limited to (i) any measurable performance benchmark which the Board or the Delegate considers relevant to the Selected Participant, such as the work performance of the Selected Participant and contributions made by the Selected Participant to the Group; (ii) the overall development and operation of the Group; and (iii) any other performance targets as the Board or the Delegate considers appropriate.

9.4 The performance indicators of the Scheme consists of Group performance indicator and/or individual performance indicator (including the individual having satisfactorily passing or achieving specific grades in their annual performance assessment), the details of which shall be determined by the Board or the Delegate from time to time with reference to the business performance and financial condition of the Company and the then market conditions and set out in the Award Letter.

9.5 If the Selected Participant fails to fulfill the vesting conditions applicable to this Scheme under which the Award is granted, all the Award Shares underlying the relevant Awards which may otherwise be vested according to the respective Vesting Schedule shall not be vested and shall be held by the Trustee as Returned Shares.

9.6 Non-vested Award Shares shall not be entitled to any dividends (including cash dividends and non-cash dividends), unless the Board or the Delegate determines otherwise in its sole and absolute discretion.

9.7 If the Vesting Date is not a Business Day, the Vesting Date shall, subject to any trading halt or suspension in the H Shares, be the Business Day immediately thereafter.

9.8 For the avoidance of doubt, the Vesting Schedule of the Awards granted under any subsequent grant of the Scheme or the Awards to be satisfied by the application of any Returned Shares shall be determined by the Board or the Delegate in its sole and absolute discretion, but in any event the Grant Date shall not extend beyond the then remaining term of the Award Period at the time of grant.

9.9 For the purpose of granting and/or vesting of the Award, the Board or the Delegate may either:

(a) direct and procure the Trustee to release from the Trust the Award Shares to the Selected Participants by transferring the number of Award Shares to the Selected Participants in such manner as determined by them from time to time; or

(b) to the extent that, at the determination of the Board or the Delegate, it is not practicable for the Selected Participant to receive the Award in H Shares solely due to legal or regulatory restrictions with respect to the Selected Participant's ability to receive the Award in H Shares or the Trustee's ability to give effect to any such transfer to the Selected Participant, the Board or the Delegate will direct and procure the Trustee to sell, on-market at the prevailing market price, the number of Award Shares so vested in respect of the Selected Participant and pay the Selected Participant the proceeds in cash arising from such sale based on the Actual Selling Price of such Award Shares as set out in the Vesting Notice.

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9.10 Except in the circumstances set out in Rule 9.14, barring any unforeseen circumstances, within a reasonable time period as agreed between the Trustee and the Board or the Delegatee from time to time prior to any Vesting Date, the Board or the Delegatee shall send to the relevant Selected Participant a vesting notice (the “Vesting Notice”). The Board or the Delegatee shall forward a copy of the Vesting Notice to the Trustee and instruct the Trustee the extent to which the Award Shares held in the Trust shall be transferred and released from the Trust to the Selected Participant in the manner as determined by the Board to the Delegatee, or be sold as soon as practicable from the Vesting Date.

9.11 Except in circumstances as set out in Rule 9.14, subject to the receipt of the Vesting Notice and the instructions from the Board or the Delegatee, the Trustee shall transfer and release the relevant Award Shares to the relevant Selected Participant in the manner as determined by the Board or the Delegatee or sell the relevant Award Shares within any time stipulated in Rule 9.10 above and pay the Actual Selling Price to the Selected Participant within a reasonable time period in satisfaction of the Award.

9.12 Any stamp duty arising from the acquisition of H Shares by the Trustee through on-market transactions or other direct costs and expenses for the purposes of vesting and transfer of the Award Shares to or for the benefit of the Selected Participants shall be borne by the Company. Any duty or other direct costs and expenses arising from the sale of the Award Shares due to the vesting shall be borne by the Selected Participant.

9.13 All costs and expenses in relation to all dealings with the Award Shares after vesting and transfer of the Award Shares to the Selected Participant (as the case may be) shall be borne by the Selected Participant and neither the Company nor the Trustee shall be liable for any such costs and expenses thereafter.

9.14 Other than the stamp duty to be borne by the Company in accordance with Rule 9.12, all other taxes (including personal income taxes, professional taxes, salary taxes and similar taxes, as applicable), duties, social security contributions, impositions, charges and other levies arising out of or in connection with the Selected Participant’s participation in the Scheme or in relation to the Award Shares or cash amount of equivalent value of the Award Shares (the “Taxes”) shall be borne by the Selected Participant and neither the Company nor the Trustee shall be liable for any Taxes. The Selected Participant will indemnify the Trustee and all members of the Group against any liability each of them may have to pay or account for such Taxes, including any withholding liability in connection with any Taxes. To give effect to this, the Trustee or any member of the Group may, notwithstanding anything else in these Scheme Rules (but subject to applicable law):

(a) reduce or withhold the number of Selected Participant’s Award Shares underlying the Award (the number of Award Shares underlying the Award that may be reduced or withheld shall be limited to the number of Award Shares that have a fair market value on the date of withholding that, in the reasonable opinion of the Company is sufficient to cover any such liability);

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(b) sell, on the Selected Participant’s behalf, such number of H Shares to which the Selected Participant becomes entitled under the Scheme and retain the proceeds and/or pay them to the relevant authorities or government agency;

(c) deduct or withhold, without notice to the Selected Participant, the amount of any such liability from any payment to the Selected Participant made under the Scheme or from any payments due from a member of the Group to the Selected Participant, including from the salary payable to the Selected Participant by any member of the Group; and/or

(d) require the Selected Participant to remit to any member of the Group, in the form of cash or a certified or bank cashier’s check, an amount sufficient to satisfy any Taxes or other amounts required by any governmental authority to be withheld and paid over to such authority by any member of the Group on account of the Selected Participant or to otherwise make alternative arrangements satisfactory to the Company for the payment of such amounts.

The Trustee shall not be obliged to transfer any Award Shares (or pay the Actual Selling Price of such Award Shares in cash) to a Selected Participant unless and until the Selected Participant satisfies the Trustee and the Company that such Selected Participant’s obligations under this Rule has been met.

10. CHANGES OF CIRCUMSTANCES PERTAINING TO THE SELECTED PARTICIPANTS AND CLAWBACK MECHANISM

10.1 If a Selected Participant ceases to be an Eligible Employee by reason of a change in job position in the Group, or reemployment after retirement by the Company upon the execution of a reemployment agreement, the outstanding Award Shares not yet vested shall continue to vest in accordance with the vesting percentage of Vesting Schedule set out in the Award Letter, unless the Board or the Delegate determines otherwise in its sole and absolute discretion. However, if a Selected Participant has committed or there exists any of the following circumstances:

(a) violation of laws, professional ethics or the leakage of confidential information of the Company;

(b) causing damage to the interests or reputation of the Company due to failure to discharge his duties or a willful misconduct;

(d) material misstatement in the Company’s financial statements.

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The Selected Participant shall return to the Company all interests in the Award Shares already vested, and in the event of serious violation or damage, the Company reserves the right to bring a claim against the Selected Participant for the damages suffered as a result of the reasons above stated, any outstanding Award Shares not yet vested shall be immediately forfeited, unless the Board or the Delegate determines otherwise in its sole and absolute discretion.

10.2 If a Selected Participant ceases to be an Eligible Employee by reason of disqualification from participating in the Scheme due to any of the reasons set forth in Rule 6.3 under which no one should be considered as a Selected Participant, any outstanding Award Shares not yet vested shall be immediately forfeited, unless the Board or the Delegate determines otherwise in its sole and absolute discretion.

10.3 If a Selected Participant ceases to be an Eligible Employee by reason of leaving the Company due to resignation, expiration or termination of labor contract, employment or contractual engagement by the Company for reason such as redundancy, any outstanding Award Shares not yet vested shall be immediately forfeited, unless the Board or the Delegate determines otherwise in its sole and absolute discretion.

10.4 If a Selected Participant ceases to be an Eligible Employee by reason of retirement upon reaching retirement age stipulated by law, subject to the provisions in Rule 10.1 above, any outstanding Award Shares not yet vested shall be immediately forfeited, unless the Board or the Delegate determines otherwise in its sole and absolute discretion.

10.5 If a Selected Participant ceases to be an Eligible Employee by reason of being in a rank or position that does not allow him to hold H Shares Awards of the Company, or being transferred to such a rank or position as a result of reorganization within the Group, any outstanding Award Shares not yet vested shall be immediately forfeited, unless the Board or the Delegate determines otherwise in its sole and absolute discretion.

10.6 If a Selected Participant ceases to be an Eligible Employee by reason of termination of the Selected Participant's labor contract, employment or contractual engagement with the Group or resignation due to incapacity resulting from work injury, any outstanding Award Shares not yet vested shall continue to vest in accordance with the vesting percentage of the Vesting Schedule set out in the Award Letter, or alternative vesting procedures as determined by the Management Committee, unless the Board or the Delegate determines otherwise in its sole and absolute discretion.

10.7 If a Selected Participant ceases to be an Eligible Employee by reason of termination of the Selected Participant's labor contract, employment or contractual engagement with the Group or resignation due to incapacity not resulting from work injury, any outstanding Award Shares not yet vested shall be immediately forfeited, unless the Board or the Delegate determines otherwise in its sole and absolute discretion.

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10.8 If a Selected Participant ceases to be an Eligible Employee by reason of death of the Selected Participant due to work injury, any outstanding Award Shares not yet vested shall continue to vest in accordance with the vesting percentage of the Vesting Schedule set out in the Award Letter, or alternative vesting procedures as determined by the Management Committee, unless the Board or the Delegate determines otherwise in its sole and absolute discretion. The individual performance indicator of such Selected Participant will no longer be included as vesting conditions.

10.9 If a Selected Participant ceases to be an Eligible Employee by reason of death of the Selected Participant not due to work injury, on the date of the occurrence of such event, any outstanding Award Shares not yet vested shall be immediately forfeited, unless the Board or the Delegate determines otherwise in its sole and absolute discretion.

10.10 If a Selected Participant ceases to be an Eligible Employee for reasons other than those set out in Rules 10.1 to 10.9, any outstanding Award Shares not yet vested shall be immediately forfeited, unless the Board or the Delegate determines otherwise in its sole and absolute discretion.

10.11 A Selected Participant shall be taken to have retired on the date that he retires upon or after reaching the age of retirement stipulated by law or specified in his service agreement or pursuant to any retirement policy of the Company applicable to him from time to time or, in case there is no such terms of retirement applicable to the Selected Participant, with the approval of the Board or the Delegate.

10.12 The Company shall, from time to time, inform the Trustee in writing, the date on which such Selected Participant ceases to be an Eligible Employee and any amendments to the terms and conditions of the Award with respect to such Selected Participant (including the number of Award Shares entitled).

TRANSFERABILITY AND OTHER RIGHTS TO AWARD SHARES

11.1 Subject to the circumstances set out in Rule 9.14, any Award Shares vested shall not be assignable or transferable for 6 months beginning the Vesting Date of that part of the Award Shares.

11.2 Any Award granted hereunder but not yet vested shall be personal to the Selected Participant to whom it is made and shall not be assignable or transferable and no Selected Participant shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any other person over or in relation to any Award, or enter any agreement to do so.

11.3 Any actual or purported breach of Rule 11.1 and Rule 11.2 shall entitle the Company to forfeit any outstanding unvested Award or part thereof granted to such Selected Participant. For this purpose, a determination from such person(s) delegated with this function by the Board, to the effect that the Selected Participant has or has not breached any of the foregoing shall be final and conclusive as to such Selected Participant.

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12. INTEREST IN THE ASSETS OF THE TRUST

12.1 For the avoidance of doubt:

(a) a Selected Participant shall have only a contingent interest in the Award subject to the vesting of such Award in accordance with Rules 9 and 14;

(b) no instructions may be given by a Selected Participant to the Trustee in respect of the Award or any other property of the Trust and the Trustee shall not follow instructions given by a Selected Participant to the Trustee in respect of the Award or any other property of the Trust;

(c) neither the Selected Participant nor the Trustee may exercise any Shareholder’s rights attached to any H Shares held by the Trustee under the Trust (including any Award Shares that have not yet vested), unless the Board or the Delegate determines otherwise in its sole and absolute discretion;

(d) a Selected Participant shall have no rights in the balance of the fractional shares arising out of consolidation of H Shares (if any) and such H Shares shall be deemed as Returned Shares for the purposes of the Scheme and shall therefore be treated as lapsed in accordance with the terms of the Scheme; and

(e) in the event a Selected Participant ceases to be an Eligible Employee on or prior to the relevant Vesting Date and the Award in respect of the relevant Vesting Date shall lapse or be forfeited pursuant to Rule 16.2 and Rule 20.2 of the Scheme, such Award shall not vest on the relevant Vesting Date and the Selected Participant shall have no claims against the Company or the Trustee, unless the Board or the Delegate determines otherwise in its sole and absolute discretion.

13. RESTRICTIVE COVENANTS

13.1 By accepting any Award granted pursuant to the Scheme, a Selected Participant shall be deemed to have made the restrictive covenants set forth in this Rule 13 to and for the benefit of the Group.

13.2 The Selected Participant hereby undertakes to the Group that he will not at any time whilst an employee, Director, Shareholder or otherwise interested in the Group (save in so far as is reasonably necessary to fulfill his duties to the Group) or at any time thereafter, directly or indirectly use or disclose or communicate to any person any information concerning the affairs, business methods, processes, systems, inventions, plans or research and development of the Group or those of its customers, clients or suppliers and which may be reasonably regarded as being confidential to the Group or to such persons (other than information which he is required disclose by law or which is for the relevant time being in the public domain other than by reason of wrongful disclosure of the same by him) and will use his best endeavours to prevent the publication or disclosure of any such information by any third party.

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13.3 The Selected Participant undertakes to the Group that he will not, except with the prior written approval of the Company, be directly or indirectly concerned with or engaged or interested in any other business which is in any respect in competition with or similar to the business of the Group during his employment with the Group.

13.4 The Selected Participant undertakes to the Group that for so long as he is employed by the Company or any other member within the Group, he will devote his full time and attention to the business of the Group and will use his best endeavours to develop the business and interests of the Group and will not be concerned with any other (competitive or other) business.

13.5 The Selected Participant undertakes to the Group that he shall strictly comply with his post-employment obligations as set out in his employment agreement and Proprietary Information and Inventions Agreement entered into with the Company.

TAKEOVER, RIGHTS ISSUE, OPEN OFFER, SCRIP DIVIDEND SCHEME, ETC.

Change in control

14.1 If there is an event of change in control of the Company by way of a merger, privatization of the Company by way of a scheme or by way of an offer, change of actual control of the Company involving reorganization of major assets, the Company no longer exists after merger with another company, division of the Company, or resolution of the general meeting of the Shareholders to replace half of all members of the Board before the expiry of the term of office of the Board, the Board shall in its sole and absolute discretion determine whether this Scheme shall be terminated within 5 trading days upon the change in control of the Company.

For the purpose of Rule 14.1, "control" shall have the meaning as specified in The Codes on Takeovers and Mergers and Share Buy-backs issued by the SFC from time to time.

Open offer and rights issue

14.2 In the event the Company undertakes an open offer of new securities, the Trustee shall not subscribe for any new H Shares. In the event of a rights issue, the Trustee shall not acquire any H Shares via the nil-paid rights allotted to it.

Bonus warrants

14.3 In the event the Company issues bonus warrants in respect of any H Shares which are held by the Trustee, the Trustee shall not subscribe for any new H Shares by exercising any of the subscription rights attached to the bonus warrants, and shall sell the bonus warrants created and granted to it, and the net proceeds of sale of such bonus warrants shall be held as funds of the Trust.

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Scrip dividend

14.4 In the event the Company undertakes a scrip dividend scheme, the Trustee shall not elect to receive the scrip H Shares.

Consolidation, sub-division, capitalization issue

14.5 In the event the Company undertakes a sub-division, consolidation or reduction of the H Shares, corresponding changes will be made to the number of outstanding Award Shares that have been granted provided that the adjustments shall be made in such manner as the Board or the Delegate determines to be fair and reasonable in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Scheme for the Selected Participants. All fractional shares (if any) arising out of such consolidation or sub-division in respect of the Award Shares of a Selected Participant shall be deemed as Returned Shares and shall not be transferred to the relevant Selected Participant on the relevant Vesting Date.

14.6 In the event of an issue of H Shares by the Company credited as fully paid to the holders of the H Shares by way of capitalization issue (including capitalization of profits or reserves (including share premium account)), the H Shares attributable to any Award Shares held by the Trustee shall be deemed to be an accretion to such Award Shares and shall be held by the Trustee as if they were Award Shares purchased by the Trustee hereunder and all the provisions hereof in relation to the original Award Shares shall apply to such additional Shares.

14.7 To the extent not otherwise determined by the Board in accordance with the forgoing provision, the method of adjustment of the number of outstanding Award Shares is set out as below:

(a) Capitalization issue

$$
Q = Q_0 \times (1 + n)
$$

Where: “$Q_0$” represents the number of Award Shares before the adjustment; “n” represents the ratio per Share resulting from the capitalization issue; “Q” represents the number of Award Shares after the adjustment.

(b) Consolidation of Shares or share subdivision or reduction of the share capital

$$
Q = Q_0 \times n
$$

Where: “$Q_0$” represents the number of Award Shares before the adjustment; “n” represents the ratio of share consolidation or share subdivision or reduction of share capital; “Q” represents the number of Award Shares after the adjustment.

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2025 H SHARE AWARD AND TRUST SCHEME

The adjustments set out under Rule 14.5, Rule 14.6 and this Rule 14.7 and as required under Rule 17.03(13) of the Listing Rules must give a participant the same proportion of the equity capital, rounded to the nearest whole share, as that to which that person was previously entitled, but no such adjustments may be made to the extent that a share would be issued at less than its nominal value (if any). The issue of securities as consideration in a transaction may not be regarded as a circumstance requiring adjustment. In respect of any such adjustments, other than any made on a capitalisation issue, an independent financial adviser or the Company's auditors must confirm to the directors in writing that the adjustments satisfy the requirements set out in the relevant provisions.

14.8 In the event of other non-cash and non-scrip distributions made by the Company not otherwise referred to in the Scheme Rules in respect of the H Shares held upon Trust, the Trustee shall sell such distribution and the net sale proceeds thereof shall be deemed as cash income of an H Share held upon the Trust.

Voluntary winding-up

14.9 If an effective resolution is passed during the Award Period for the voluntary winding-up of the Company (other than for the purposes of a reconstruction, amalgamation or scheme of arrangement), the Board or the Delegatee shall in its sole and absolute discretion determine whether the Vesting Dates of any Awards will be accelerated and whether the Selected Participant will be entitled to receive out of the assets available in liquidation on an equal basis with the Shareholders such sum as they would have received in respect of the Awards.

Compromise or arrangement

14.10 If a compromise or arrangement between the Company and its Shareholders or creditors is proposed in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies and a notice is given by the Company to its Shareholders to convene a general meeting to consider and if thought fit approve such compromise or arrangement and such Shareholders' approval is obtained, the Board or the Delegatee shall in its sole and absolute discretion determine whether the Vesting Dates or any Awards will be accelerated.

14.11 Unless and until the Award Shares are actually transferred to the Selected Participant and/or an institution controlled by him/her (such as a trust or a private company) after vesting on the Vesting Date, the Selected Participant shall have no interest or rights (including the right to vote, receive dividends, or other rights such as any rights arising on a liquidation of the Company) in the Award Shares granted hereunder; Shareholder's rights attached to any H Shares held by the Trustee under the Trust (including any Award Shares that have not yet vested) shall be governed by the Articles and/or any applicable laws, rules and regulations.

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15. SCHEME MANDATE LIMIT

15.1 The maximum size of the Scheme shall be the maximum number of H Shares issued or to be issued in connection with this Scheme shall not exceed 7,263,300 H Shares (representing approximately 0.41% of the total number of issued shares of the Company (excluding the number of treasury Shares in issue)) (the "Scheme Mandate Limit"), provided that the Board or the Delegatee may adjust such Scheme Mandate Limit as a result of any alteration in share capital conducted by the Company as permitted under the Listing Rules (provided that the maximum number of shares that may be issued in respect of all options and awards to be granted under all Relevant Schemes of the Company as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same, rounded to the nearest whole share). In any event, unless a higher threshold is permissible under the Listing Rules or any other applicable laws and regulations, the maximum number involving issuance of new Shares or transfer of treasury Shares under the scheme limit of all Relevant Scheme(s) shall not exceed 10% the total number of issued H Shares of the Company (excluding the number of treasury Shares in issue). For the avoidance of doubt, Returned Shares will not be regarded as utilized for the purpose of calculating (i) the Scheme Mandate Limit, and (ii) the aggregate number of H Shares underlying all grants made pursuant to the Scheme.

15.2 The total number of incentive H Shares granted to a Selected Participant under all Relevant Scheme(s) in the 12-month period up to and including the date of such grant shall not exceed 1% of the total number of issued shares of the Company (excluding the number of treasury Shares in issue); for the purpose of calculating the total number of non-vested Award Shares under this Rule 15.2, options and Awards lapsed in accordance with the terms of this Scheme and any other Relevant Scheme(s) from time to time shall be excluded.

15.3 The Scheme Mandate Limit may be refreshed by ordinary resolution of the Shareholders in general meeting every three years from the date of the Shareholders' approval for the adoption of this provision or last refreshment (whichever is later), provided that:

(a) the Scheme Mandate Limit so refreshed shall not exceed 10% (or such other percentage as may from time to time be specified by the Stock Exchange) of the total number of issued H Shares (excluding the number of treasury Shares in issue) as at the date of such Shareholders' approval of the refreshment of the Scheme Mandate Limit; and

(b) a circular regarding the proposed refreshment of the Scheme Mandate Limited has been despatched to the Shareholders in a manner complying with, and containing the matters specified in, the relevant provisions of Chapter 17 of the Listing Rules.

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2025 H SHARE AWARD AND TRUST SCHEME

Further to the requirements set out above, any refreshment of the Scheme Mandate Limit within three years from the date of the Shareholders’ approval for the adoption of this provision or last refreshment (whichever is later) must be approved by the Shareholders in general meeting subject to the following provisions:

(a) any controlling Shareholders and their associates (or where there is no controlling Shareholder, directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates) must abstain from voting in favour of the relevant resolution at the general meeting;

(b) the Company must comply with the requirements under Rules 13.39(6) and (7), 13.40, 13.41 and 13.42 of the Listing Rules; and

(c) the forgoing requirements do not apply if the refreshment is made immediately after an issue of Shares by the Company to its Shareholders on a pro rata basis as set out in Rule 13.36(2)(a) of the Listing Rules such that the unused part of the Scheme Mandate Limit (as a percentage of the Shares in issue) upon refreshment is the same as the unused part of the Scheme Mandate Limit immediately before the issue of the Shares, rounded to the nearest whole Share.

16. RETURNED SHARES

16.1 The Trustee shall hold Returned Shares to be applied towards future Awards in accordance with the provisions hereof for the purpose of the Scheme. When H Shares have been deemed to be Returned Shares under the Scheme Rules, the Trustee shall notify the Company accordingly.

16.2 Subject to Rule 10.3, where a Selected Participant ceases to be an Eligible Employee or when an Award to any Selected Participant lapse for any reasons, any outstanding Award Shares not yet vested shall be immediately forfeited and continue to be held as Returned Shares by the Trustee.

17. INTERPRETATION

17.1 Any decision to be made under the Scheme, including matters of interpretation with respect to the Scheme Rules, shall be made by the Board or the Delegate. The decision by the Board or the Delegate shall be final and binding.

18. AMENDMENT OF THE SCHEME

18.1 The 2025 H Share Award and Trust Scheme may be amended in any respect by the Board or the Delegate, any alteration to the terms and conditions of the 2025 H Share Award and Trust Scheme that are of a material nature or any alteration to the authority of the Board to alter the terms of the 2025 H Share Award and Trust Scheme or any alternation to the specific terms of the 2025 H Share Award and Trust Scheme which relate to the

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matters set out in Rule 17.03 of the Listing Rules to the advantage of Selected Participant or proposed Selected Participant must be approved by the Shareholders in general meeting (with the Selected Participant or proposed Selected Participant and their associates abstaining from voting). The Board's determination as to whether any proposed alteration to the terms and conditions of the 2025 H Share Award and Trust Scheme is material shall be conclusive. The amended terms of this Scheme or the Awards shall still comply with the relevant requirements of Chapter 17 of the Listing Rules.

18.2 Subject to the provisions of Rule 18.1, the provisions in the 2025 H Share Award and Trust Scheme may be amended by the Board or the Delegatee to reflect any amendments on the relevant Listing Rules made by the Stock Exchange after the date of adoption of the 2025 H Share Award and Trust Scheme to comply with the relevant provisions of the Listing Rules which the 2025 H Share Award and Trust Scheme has been drafted to reflect the position as at the date of adoption of the 2025 H Share Award and Trust Scheme.

19. CANCELLATION OF AWARDS

19.1 The Board or the Delegatee may in its sole and absolute discretion cancel any Award that has not vested or been forfeited.

19.2 Pursuant to Rule 17.03(14) of the Listing Rules, where the Company cancels options or Awards granted to a Selected Participant, and makes a new Grant to the same Selected Participant, such new Grant may only be made under a scheme with available scheme mandate limit approved by the Shareholders as referred to in Rule 17.03B or Rule 17.03C of the Listing Rules. The options or Awards cancelled will be regarded as utilised for the purpose of calculating the Scheme Mandate Limit.

20. TERMINATION

20.1 Subject to Rule 4, the Scheme shall terminate on the earlier of:

(a) the end of the Award Period except in respect of any non-vested Award Shares granted hereunder prior to the expiration of the Scheme, for the purpose of giving effect to the vesting of such Award Shares or otherwise as may be required in accordance with the provisions of the Scheme; or

(b) such date of early termination as determined by the Board.

20.2 On the Business Day following the settlement, lapse, forfeiture or cancellation (as the case may be) of the last outstanding Award made under the Scheme, the Trustee shall sell all the H Shares remaining in the Trust within a reasonable time period as agreed between the Trustee and the Company upon receiving notice of the settlement, lapse, forfeiture or cancellation (as the case may be) of such last outstanding Award (or such longer period as the Company may otherwise determine), and remit all cash and net proceeds of such sale referred to in this Rule 20.2 and other funds remaining in the Trust (after making appropriate deductions in respect of all disposal costs, expenses and other existing and future liabilities in accordance with the Trust Deed) to the Company.

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21. MISCELLANEOUS

21.1 The Scheme shall not form part of any contract of employment between the Company or any Subsidiary and any Eligible Employee, and the rights and obligations of any Eligible Employee under the terms of his office or employment shall not be affected by his participation in the Scheme or any right which he may have to participate in it and the Scheme shall afford such Eligible Employee no additional rights to compensation or damages in consequence of the termination of such office or employment for any reason.

21.2 The Company shall bear the costs of establishing and administering the Scheme, including, for the avoidance of doubt, costs arising from communication as referred to in Rule 21.3, expenses incurred in the purchase of H Shares by the Trustee in accordance with Rules 8.1 and 8.2 and stamp duty incurred according to Rule 9.12 and normal registration fee (i.e. not being fee chargeable by the share registrar of any express service of registration) in respect of the transfer of the Award Shares to Selected Participants on the relevant Vesting Date. For the avoidance of doubt, the Company shall not be liable for any Tax or expenses of such other nature payable on the part of any Eligible Employee in respect of any sale, purchase, vesting or transfer of H Shares (or cash amount of equivalent value being paid), other than for any withholding tax liability of the Company or any member of the Group under applicable laws.

21.3 Any notice or other communication between the Company and any Eligible Employee may be given by sending the same by prepaid post or by personal delivery to, in the case of the Company, its registered office in Hong Kong or the PRC or such other address as notified to the Eligible Employee from time to time and in the case of an Eligible Employee, his/her address as notified to the Company from time to time or by hand delivery. In addition, any notice (including the Vesting Notice) or other communication from the Company to any Eligible Employee or Selected Participant may be given by any electronic means through the Trustee, as the Board or the Delegatee considers appropriate.

21.4 Any notice or other communication served by post shall be deemed to have been served 24 hours after the same was put in the post. Any notice or other communication served by electronic means shall be deemed to have been received on the day following that on which it was sent.

21.5 The Company shall not be responsible for any failure by any Eligible Employee to obtain any consent or approval required for such Eligible Employee to participate in the Scheme as a Selected Participant or for any Tax, expenses, fees or any other liability to which an Eligible Employee may become subject as a result of participation in the Scheme.

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21.6 Each and every provision hereof shall be treated as a separate provision and shall be severally enforceable as such in the event of any provision or provisions being or becoming unenforceable in whole or in part. To the extent that any provision or provisions are unenforceable they shall be deemed to be deleted from these Scheme Rules, and any such deletion shall not affect the enforceability of the Scheme Rules as remain not so deleted.

21.7 The Scheme shall be subject to the applicable provisions of Chapter 17 of the Listing Rules.

21.8 Save as specifically provided herein, the Scheme shall not confer on any person any legal or equitable rights (other than those constituting and attaching to the Award Shares themselves) against the Group directly or indirectly or give rise to any cause of action at law or in equity against the Group. No person shall, under any circumstances, hold the Board or the Delegatee and/or the Company liable for any costs, losses, expenses and/or damages whatsoever arising from or in connection with the Scheme or the administration thereof.

21.9 In the event that an Award lapses in accordance with the Scheme Rules, no Selected Participants shall be entitled to any compensation for any loss or any right or benefit or prospective right or benefit under the Scheme which he or she might otherwise have enjoyed.

21.10 The Scheme shall operate subject to the Articles and to any restrictions under any applicable laws, rules and regulations.

21.11 By participating in the Scheme, the Selected Participant consents to the holding, processing, storage and use of personal data or information concerning him or her by any member of the Group, the Trustee or other third party service provider, in Hong Kong or elsewhere, for the purpose of the administration, management or operation of the Scheme. Such consent permits, but is not limited to, the following:

(a) the administration and maintenance of records of the Selected Participant;

(b) the provision of data or information to members of the Group, the Trustee, registrars, brokers or third party administrators or managers of the Scheme, in Hong Kong or elsewhere;

(c) the provision of data or information to future purchasers or merger partners of the Company, the Selected Participant's employing company, or the business in which the Selected Participant works;

(d) the transfer of data or information about the Selected Participant to a country or territory outside the Selected Participant's home country which may not provide the same statutory protection for the information as his home country; and

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(e) in the case where an announcement is required to be made or a circular is required to be despatched pursuant to the Listing Rules or other applicable laws, rules and regulations for the purposes of granting an Award, the disclosure of the identity of such Selected Participant, the number of Award Shares and the terms of the Award granted and/or to be granted and all other information as required under the Listing Rules or other applicable laws, rules and regulations.

The Selected Participant is entitled, on payment of a reasonable fee, to a copy of the personal data held about him or her, and if such personal data is inaccurate, the Selected Participant has the right to have it corrected.

21.12 The Trustee holding an unvested H Share under the 2025 H Share Award and Trust Scheme, whether directly or indirectly, should abstain from voting on matters subject to shareholder approval in accordance with the Listing Rules unless otherwise required by law to act in accordance with the directions given by the beneficial owner and to give such directions.

22. DISPUTE RESOLUTION

22.1 The Board shall determine any question of interpretation and settle any dispute arising under or in connection with this Scheme. In such matters, the Board's decision shall be final.

23. GOVERNING LAW

23.1 The Scheme shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region of the PRC.

24. TRANSLATION

24.1 In case of any discrepancies between the Chinese and English versions of this Scheme, the English version shall prevail.

APPENDIX XI

PROPOSED GRANT OF GENERAL ISSUANCE MANDATE

In order to meet the need of the Company's business development, consolidate its leading position in the field of pharmaceutical research and development services and further enhance its capital and comprehensive strength, in accordance with the PRC Company Law and other relevant laws and regulations, the listing rules of the stock exchanges in the place where the shares of the Company are listed and the Articles of Association of Pharmaron Beijing Co., Ltd. (the "Articles of Association"), the Board of Directors of the Company intends to propose at the 2024 AGM to generally and unconditionally authorize the Board of Directors to, and consent to its re-delegation to the Company's management and/or other persons the power to determine to allot, issue and deal with the H Shares not exceeding 3.3% of the number of the Company's shares in issue (excluding any treasury H shares, similarly hereinafter) at the time of the 2024 AGM, or securities which may be converted into such shares, share options, warrants, or the similar rights to subscribe for the H shares of the Company (hereinafter referred to as the "Similar Rights", and the above-mentioned authorization is hereinafter referred to as the "General Issuance Mandate"). The specific authorization is as follows:

I. To generally and unconditionally authorize the Board of Directors to, and consent to its re-delegation to the Company's management and/or other persons the power to determine to allot, issue and deal with the H Shares or similar rights, and to determine the Terms and Conditions for allotment, issuance and disposal of new H Shares or issue similar rights, including but not limited to:

Class and number of the new Shares to be issued;
Pricing mechanism and/or issue price of the new Shares to be issued;
The starting and closing dates of such issue;
The class and number of the new Shares to be issued to existing shareholders; and/or
To make or authorize the share offer, agreements, share options, conversion rights or other rights that may require the exercise of such rights.

II. The aggregate number of the H Shares (excluding the shares issued by way of the conversion of public reserve into share capital) to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Board of Directors or its authorized persons in accordance with the General Issuance Mandate referred to in clause one above shall not exceed 3.3% of the number of the Company's shares in issue at the time of the 2024 AGM.

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APPENDIX XI

PROPOSED GRANT OF GENERAL ISSUANCE MANDATE

III. Where the Board of Directors or its authorized persons have, during the effective period of the General Issuance Mandate specified in clause five of this resolution, determined to allot, issue and deal with the H Shares or similar rights, and the Company also has, during the effective period of the mandate, obtained the relevant approval, permission from, or registration (if applicable) with the regulatory authorities, the Board of Directors or its authorized persons may, during the effective period of such approval, permission or registration, complete the relevant allotment, issuance disposal of such Shares.

IV. To authorize the Board of Directors to, and consent to its re-delegation to the Company's management and/or other persons to obtain an approval from all relevant government departments and/or regulatory authorities (if applicable) in accordance with the applicable laws (including but not limited to the PRC Company Law and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited), and to exercise the General Issuance Mandate in compliance with the relevant restrictions on the general authorization.

V. The effective period of the General Issuance Mandate shall be from the passing of this resolution at the general meeting to the following date, whichever is earlier:

from the date when this resolution is passed at the general meeting of the Company until the expiry of 12 months since then;
the date of conclusion of the 2025 annual general meeting of the Company; or
at the time of passing a special resolution by the shareholders of the Company at the general meeting to revoke or vary the General Issuance Mandate under this resolution.

VI. To authorize the Board of Directors to, and consent to its re-delegation to the Company's management and/or other persons to approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the allotment, issuance and disposal of any new Shares under the abovementioned General Issuance Mandate, handle the necessary procedures and take other necessary actions.

VII. To authorize the Board of Directors to, and consent to its re-delegation to the Company's management and/or other persons to increase the registered capital of the Company and make appropriate and necessary amendments to the Articles of Association in accordance with the way, type and number of the allotment and issuance of new Shares of the Company and the actual shareholding structure of the Company upon completion of the allotment and issuance of new Shares.

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APPENDIX XII

PROPOSED GRANT OF THE REPURCHASE MANDATE

In order to safeguard the Company's value and protect the rights and interests of its Shareholders, while complying with the requirements of the public float, in accordance with the requirements of PRC Company Law and other relevant laws and regulations, the listing rules of the stock exchanges in the place where the shares of the Company are listed and the Articles of Association of Pharmaron Beijing Co., Ltd. (the "Articles of Association"), the Board of Directors of the Company intends to propose at the 2024 AGM to generally and unconditionally authorize the Board of Directors to, and consent to its re-delegation to the Company's management and/or other persons the power to determine to repurchase and deal with up to 1.5% of the number of the Company's shares in issue (excluding any treasury H shares, similarly hereinafter) at the time of the 2024 AGM, or securities which may be converted into such shares, share options, warrants, or the similar rights to subscribe for the H shares of the Company (hereinafter referred to as the "Similar Rights", and the above-mentioned authorization is hereinafter referred to as the "Repurchase Mandate"). The specific authorization is as follows:

I. Generally and unconditionally authorize the Board of Directors to, and consent to its re-delegation to the Company's management and/or other persons the power to determine the terms and conditions for the repurchase and disposal of H shares or Similar Rights, including but not limited to:

Formulate and implement the specific repurchase plans, including but not limited to repurchase price and number of repurchased shares, the total amount of funds for the share repurchase and their sources, and determine the time and duration of repurchase, etc.;
Notify creditors and issue announcements in accordance with the requirements of the relevant laws, regulations, normative documents and the Articles of Association;
Carry out the relevant approval and filing procedures as required by regulatory authorities and the stock exchanges in the place where the shares of the Company are listed;
Carry out, execute and implement all such documents, do all such acts and things or take any steps as they consider desirable, necessary or expedient in connection with and to give effect to the repurchase of shares in accordance with the requirements of relevant laws and regulations and the listing rules of the stock exchanges in the place where the shares of the Company are listed;
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APPENDIX XII

PROPOSED GRANT OF THE REPURCHASE MANDATE

Hold the repurchased H shares as treasury shares, and engage in activities permitted by the listing rules of the stock exchanges in the place where the shares of the Company are listed, such as reselling the treasury H shares or using them to pay for share incentive schemes, and carry out the relevant statutory registrations and filings procedures at home and abroad; and
Execute and handle other documents and matters related to the repurchase of shares.

II. The number of H shares to be repurchased and dealt with by the Board of Directors or its authorized persons in accordance with the Repurchase Mandate referred to in clause one above shall not exceed 1.5% of the number of the Company's shares in issue at the time of the 2024 AGM.

III. Where the Board of Directors or its authorized persons have, during the effective period of the Repurchase Mandate specified in clause five of this resolution, determined to repurchase and deal with H shares or Similar Rights, and the Company also has, during the effective period of the Repurchase Mandate, obtained the relevant approval, permission from, or registration (if applicable) with the regulatory authorities, the Board of Directors or its authorized persons may, during the effective period of such approval, permission or registration, complete the relevant repurchase and disposal of such shares.

V. The effective period of the Repurchase Mandate shall be from the passing of this resolution to the following date, whichever is earlier:

From the date when this resolution is passed at the general meeting of the Company until the expiry of 12 months since then;
The date of conclusion of the 2025 annual general meeting of the Company; or
At the time of passing a special resolution by the shareholders of the Company at the general meeting to revoke or vary the Repurchase Mandate under this resolution in accordance with the Articles of Association or other means.

The Board of Directors or its authorized persons shall, pursuant to this resolution, authorize, make repurchase decision according to the market conditions within the effective period and implement such repurchase.

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APPENDIX XII

PROPOSED GRANT OF THE REPURCHASE MANDATE

VI. To authorize the Board of Directors to, and consent to its re-delegation to the Company’s management and/or other persons to approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the repurchase and disposal of any shares under the abovementioned Repurchase Mandate, handle the necessary procedures and take other necessary actions.

VII. To authorize the Board of Directors to, and consent to its re-delegation to the Company’s management and/or other persons to reduce the registered capital of the Company and make appropriate and necessary amendments to the Articles of Association in accordance with the way, type and number of the repurchase of H shares of the Company and the actual shareholding structure of the Company upon completion of the repurchase of H shares.

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APPENDIX XIII

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the special resolutions to be proposed at the 2024 AGM, the H Share Class Meeting and the A Share Class Meeting in relation to the granting of the Repurchase Mandate.

I. SHARE CAPITAL

As at the Latest Practicable Date, the issued H share capital of the Company comprised of 294,273,825 H Shares (excluding any treasury H shares). Subject to the passing of the special resolutions set out in the 2024 AGM, the H Share Class Meeting and the A Share Class Meeting in respect of the granting of the Repurchase Mandate and on the basis that the issued H share capital of the Company remains unchanged on the date of the 2024 AGM, i.e., 294,273,825 H Shares, the Board would be authorized under the Repurchase Mandate to repurchase, during the Relevant Period (as defined below), a total of 26,563,900 H Shares, representing 1.5% of the total number of Shares in issue (excluding any treasury H shares) as at the date of the 2024 AGM. The exercise of the Repurchase Mandate is further subject to:

(i) the obtainment of an approval from all relevant regulatory authorities having jurisdiction over the Company (if applicable) as required by the laws, regulations and rules of the PRC; and

(ii) the Company not being required by any of its creditors to repay or to provide guarantees in respect of any amount due to any of them (or if the Company is so required by any of its creditors, the Company having, at its absolute discretion, repaid or provided guarantee in respect of such amount) pursuant to the notification procedures under the PRC Company Law and the Articles of Association of the Company. If the Company determines to repay any amount to any of its creditors, the Company will do so out of its internal funds.

The effective period of the Repurchase Mandate shall be from the passing of this resolution to the following date, whichever is earlier:

From the date when this resolution is passed at the general meeting of the Company until the expiry of 12 months since then;
The date of conclusion of the 2025 annual general meeting of the Company; or
At the time of passing a special resolution by the shareholders of the Company at the general meeting to revoke or vary the Repurchase Mandate under this resolution in accordance with the Articles of Association or other means.

APPENDIX XIII

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

II. REASONS FOR SHARE REPURCHASE

The Directors believe that a general authority from the Shareholders to enable the Company to repurchase its H shares is to effectively reflect its actual value and business performance in its share price, to safeguard and protect the long-term interests of the Shareholders and to ensure the sustainable operations and healthy development of the Company.

Subject to the Listing Rules and other applicable laws and regulations, the Company may cancel any H Shares that are repurchased and/or hold them as treasury shares subject to market conditions and the Company's own capital management needs at the relevant time of the repurchases.

III. FUNDING OF SHARE REPURCHASE

In repurchasing its H Shares, the Company intends to apply funds from its internal resources (which may include surplus funds and retained profits) legally available for such purpose in accordance with its Articles of Association, the laws of the PRC and/or any other applicable laws, as the case may be.

IV. IMPACT OF SHARE REPURCHASE

Any repurchase of the Shares by the Company may only be made out of the funds of the Company that would otherwise be available for dividend or distribution. The amount of financing required for the Company to purchase or acquire its Shares, and the impact on the Company's financial position, cannot be ascertained as at the Latest Practicable Date as these will depend on whether the Shares are purchased or acquired out of capital or profits, the number of shares purchased or acquired and the price at which such Shares were purchased or acquired. There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements contained in the annual report of the Company for the year ended December 31, 2024) in the event that the Repurchase Mandate is to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX XIII

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

V. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which Shares have traded on the Hong Kong Stock Exchange during the previous twelve months prior to the Latest Practicable Date are as follows:

Month	H Share Prices
	Highest HK$	Lowest HK$
2024
May	12.02	9.4
June	10.3	8.45
July	9.68	7.98
August	10.16	8.06
September	15.22	8.51
October	24.85	13.08
November	17.4	12.6
December	16.02	13.18
2025
January	14.5	12.44
February	19.56	13.2
March	18.1	14.92
April	17.76	10.46
May (up to the Latest Practicable Date)	14.64	12.88

VI. GENERAL

To the best of knowledge of the Directors and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Directors will exercise the power of the Company to repurchase H Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws of the PRC. The Directors confirm that neither this explanatory statement nor the proposed share repurchase has any unusual features.

APPENDIX XIII

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

VII. TAKEOVERS CODE

If as a result of a repurchase of H Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. As at the Latest Practicable Date, the Directors are not aware of any consequences which will arise under the Takeovers Code as a result of any repurchases to be made under the Repurchase Mandate.

To the best knowledge of the Company, having taking into account the voting rights held or controlled by the Dr. Lou Boliang, Mr. Lou Xiaoqiang and Ms. Zheng Bei as at the Latest Practicable Date, the Directors consider that the increase in aggregate control over the voting rights of the Dr. Lou Boliang, Mr. Lou Xiaoqiang and Ms. Zheng Bei in the event that the Directors exercise the proposed Repurchase Mandate in full would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

Under the Administration of the Takeover of Listed Companies Procedures (《上市公司收購管理辦法》) in the PRC, where the repurchase of shares from specific shareholders by a listed company according to the determined price approved by the general meeting of shareholders results in reduction of share capital, thereby rendering the equity held by the investor in the Company exceeding 30% of the issued shares of that Company, the investor is exempted from making a tender offer. In the event of any intention to increase the shareholding by means other than tender offer, a general tender offer shall be sent out. Therefore, where the Repurchase Mandate is exercised in full and the aggregate control over voting rights of Dr. Lou Boliang, Mr. Lou Xiaoqiang and Ms. Zheng Bei would be increased to approximately 19.74%, Dr. Lou Boliang, Mr. Lou Xiaoqiang and Ms. Zheng Bei will have no obligation to extend general tender offer to other shareholders.

Save as disclosed above, the Directors are not aware of any consequences which will arise under either or both of the Takeovers Code and any similar applicable law as a result of any repurchases to be made under the Repurchase Mandate.

Further, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public shareholders falling below the prescribed minimum percentage required by the Hong Kong Stock Exchange.

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APPENDIX XIII

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

VIII. SHARE REPURCHASE MADE BY THE COMPANY

From December 2024 to January 2025, the Company repurchased a total of 7,263,300 H Shares on the Stock Exchange for an aggregate consideration of approximately HKD99.8 million (exclusive of expenses). The repurchase is conducted to safeguard the value of the Company, Shareholders and enhance investor's confidence. All repurchased 7,263,300 H Shares were held as treasury shares by the Company.

Details of the H Shares repurchased are as follows:

Month of repurchase	Number of H Shares repurchased	Highest price paid per H Share (HKD)	Lowest price paid per H Share (HKD)	Aggregate Consideration (HKD)
December 2024	6,721,300	14.20	13.38	92,541,400
January 2025	542,000	13.44	13.32	7,250,100
Total	7,263,300			99,791,500

As of the Latest Practicable Date, the Company currently holds the 7,263,300 repurchased H Shares as treasury shares. In accordance with Articles of Association of the Company, such treasury Shares would not receive the proposed final dividend for the year ended December 31, 2024.

Note: The Company currently holds 7,263,300 treasury H Shares which falls within the meaning of "treasury shares" under the Listing Rules. Treasury shares presented notes to the consolidated statement of financial position includes both (i) treasury shares repurchased by the Company and (ii) shares acquired by trustee of trust set up in connection with the First H share Award and Trust scheme of the Company.

For any treasury shares of the Company deposited with CCASS pending resale on the Stock Exchange, the Company shall, upon approval by the Board, implement the below interim measures which include (without limitation):

(i) procuring its broker not to give any instructions to HKSCC to vote at general meetings for the treasury shares deposited with CCASS;

(ii) in the case of dividends or distributions (if any and where applicable), withdrawing the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the relevant record date for the dividends or distributions; and

(iii) taking any other measures to ensure that it will not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury shares.

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APPENDIX XIII
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

Save as disclosed above, during the six months prior to the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Hong Kong Stock Exchange, Shenzhen Stock Exchange or otherwise).

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APPENDIX XIV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendment	After Amendment
Article 6 The registered capital of the Company is RMB1,777,786,009.	Article 6 The registered capital of the Company is Renminbi (RMB) 1,778,195,525.
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 20 The shareholding structure of the Company is 1,778,195,525 ordinary shares, including 1,476,658,400 shares held by holders of A Shares, and 301,537,125 shares held by holders of H shares.
Article 24 The Company may not purchase its own shares. However, under one of the following circumstances, the Company may buy back its outstanding shares in accordance with laws, administrative regulations, departmental rules, listing rules of the place where the Company's shares are listed and the Articles of Association:	Article 24 The Company may not purchase its own shares. However, under one of the following circumstances, the Company may buy back its outstanding shares in accordance with laws, administrative regulations, departmental rules, listing rules of the place where the Company's shares are listed and the Articles of Association:
(I) Reducing the registered capital of the Company;	(I) Reducing the registered capital of the Company;
(II) Merging with other companies which hold shares of the Company;	(II) Merging with other companies which hold shares of the Company;
(III) Using shares for employee shareholding plans or for share incentives;	(III) Using shares (including shares repurchased and held in the form of treasury shares) for employee shareholding plans or for share incentives;
(IV) Acquiring shares held by shareholders who vote against any resolution proposed in any shareholders' general meeting on the merger or division of the Company upon their request;	(IV) Acquiring shares held by shareholders who vote against any resolution proposed in any shareholders' general meeting on the merger or division of the Company upon their request;
(V) Using the shares for converting the convertible bonds issued by the Company to stock;	(V) Using the shares for converting the convertible bonds issued by the Company to stock;
(VI) Necessary acts by the Company to protect its value while safeguarding the interests of shareholders;	(VI) Necessary acts by the Company to protect its value while safeguarding the interests of shareholders;

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APPENDIX XIV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendment	After Amendment
(VII) Other circumstances as permitted by laws, administrative regulations and listing rules of the place where the Company’s shares are listed. The Company shall not accept its share certificates as the subject matter of a pledge.

The Company shall not engage in trading of its shares save for the circumstances specified above. | (VII) Other circumstances as permitted by laws, administrative regulations and listing rules of the place where the Company’s shares are listed. The Company shall not accept its share certificates as the subject matter of a pledge.

The Company shall not engage in trading of its shares save for the circumstances specified above. |
| Article 30 Shares held by the promoters in the Company shall not be transferred within one year from the date of incorporation of the Company. Shares issued by the Company before the A share offering shall not be transferred within one year from the date on which the A shares of the Company are listed on a stock exchange.

... | Article 30 Shares held by the promoters in the Company shall not be transferred within one year from the date of incorporation of the Company. Shares issued by the Company before the A share offering shall not be transferred within one year from the date on which the A shares of the Company are listed on a stock exchange.

... |
| Article 31 Where any director, supervisor, senior management of the Company and shareholder holding 5% or more of the Company’s shares in issue sells his/her shares or other securities with an equity nature within a period of six months after the acquisition of the same, or repurchase shares of the Company or other securities with an equity nature within six months after sales of the same, any proceed arising therefrom shall belong to the Company, and the board of directors of the Company shall demand such gains for the benefit of the Company. However, the six-month restriction shall not apply for a securities company that holds 5% or more of the Company’s shares as a result of its underwriting of the untaken shares in an offer.

... | Article 31 Where any director, supervisor, senior management of the Company and shareholder holding 5% or more of the Company’s shares in issue sells his/her shares or other securities with an equity nature within a period of six months after the acquisition of the same, or repurchase shares of the Company or other securities with an equity nature within six months after sales of the same, any proceed arising therefrom shall belong to the Company, and the board of directors of the Company shall demand such gains for the benefit of the Company. However, the restriction shall not apply for a securities company that holds 5% or more of the Company’s shares as a result of its underwriting of the untaken shares in an offer, and other circumstances stipulated by the CSRC.

... |

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APPENDIX XIV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendment	After Amendment
Article 39 If a shareholder holding more 5% or more of the voting shares of the Company disposes of the shares held by him by ways of transfer, investment, pledge, entrusted management or otherwise such that the ownership or substantive control of such shares is transferred or restricted, such shareholder shall notify the Company in writing within the day on which such facts occur.	Article 39 If a shareholder holding more 5% or more of the voting shares of the Company disposes of the shares held by him by ways of transfer, investment, pledge, entrusted management or otherwise such that the ownership or substantive control of such shares is transferred or restricted, such shareholder shall notify the Company in writing within the next working day on which such facts occur.
Article 46 The location for convening a shareholders’ general meeting of the Company shall be the registered address of the Company or other locations determined by the board of directors.
A venue shall be set for the shareholders’ general meeting which shall be convened on-site. The Company may facilitate shareholders in the shareholders’ general meeting by offering network or other means. Any shareholders who participate in the meeting in the aforesaid manner shall be deemed as present.	Article 46 A general meeting shall be held at the registered address of the Company or any other location determined by the board of directors.
Each general meeting shall have a venue and be held on-site. The Company may, at its discretion, facilitate shareholders’ participation in the general meeting by offering online or other means. If the Company elects to provide online access to the shareholders’ general meeting, shareholders attending via such online means must complete registration procedures in strict compliance with the requirements specified in the meeting notice. Shareholders who attend a general meeting in the aforesaid manner shall be deemed to have been present at the meeting.
Article 49 The supervisory committee is entitled to propose to the board of directors to convene an extraordinary general meeting, provided that the proposal shall be made to the board of directors in writing. The board of directors shall, pursuant to laws, administrative regulations, the listing rules of the place where the shares of the Company are listed and the Articles of Association, furnish a written reply stating its agreement or disagreement to the convening of an extraordinary general meeting within ten (10) days after receiving such proposal.	Article 49 The supervisory committee is entitled to propose to the board of directors to convene an extraordinary general meeting, provided that the proposal shall be made to the board of directors in writing. The board of directors shall, pursuant to laws, administrative regulations, the listing rules of the place where the shares of the Company are listed and the Articles of Association, furnish a written reply stating its agreement or disagreement to the convening of an extraordinary general meeting within ten (10) days after receiving such proposal.

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APPENDIX XIV

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendment	After Amendment
In the event that the board of directors agrees to convene an extraordinary general meeting, the notice of the general meeting shall be issued within five (5) days after the passing of the relevant resolution of the board of directors. Any change to the original proposal made in the notice requires prior approval of the supervisory committee.	In the event that the board of directors agrees to convene an extraordinary general meeting, the notice of the general meeting shall be issued within five (5) days after the passing of the relevant resolution of the board of directors. Any change to the original proposal made in the notice shall be subject to obtaining written consent from the supervisory committee.
Article 50 A shareholder who requests to convene a shareholder meeting shall proceed in accordance with the following procedures: (I) On a one vote per share basis, shareholders either individually or collectively holding more than 10% (inclusive) of the shares of the Company may, through signing one or more copies of written requisition(s) in the same form and content stating the topics to be discussed at the meeting, require the board of directors to convene an extraordinary general meeting or a class meeting. The board of directors shall, pursuant to laws, administrative regulations, the listing rules of the place where shares of the Company are listed and the Articles of Association, furnish a written reply stating its agreement or disagreement to the convening of an extraordinary general meeting within 10 days after receiving aforesaid written requisition(s); (II) In the event that the board of directors agrees to convene an extraordinary general meeting or a class meeting, the notice of the general meeting or the class meeting shall be issued within five (5) days after the passing of the relevant resolution of the board of directors. Any change to the original proposal made in the notice requires prior approval of the shareholders concerned. Where the laws, administrative regulations, the relevant rule of the place where the shares of the Company are listed and the Articles of Association provided otherwise, the provisions shall prevail;	Article 50 A shareholder who requests to convene a shareholder meeting shall proceed in accordance with the following procedures: (I) On a one vote per share basis, shareholders either individually or collectively holding more than 10% (inclusive) of the shares of the Company may, through signing one or more copies of written requisition(s) in the same form and content stating the topics to be discussed at the meeting, require the board of directors to convene an extraordinary general meeting or a class meeting. The board of directors shall, pursuant to laws, administrative regulations, the listing rules of the place where shares of the Company are listed and the Articles of Association, furnish a written reply stating its agreement or disagreement to the convening of an extraordinary general meeting within 10 days after receiving aforesaid written requisition(s); (II) In the event that the board of directors agrees to convene an extraordinary general meeting or a class meeting, the notice of the general meeting or the class meeting shall be issued within five (5) days after the passing of the relevant resolution of the board of directors. Any change to the original proposal made in the notice shall be subject to obtaining written consent from the shareholders concerned. Where the laws, administrative regulations, the relevant rule of the place where the shares of the Company are listed and the Articles of Association provided otherwise, the provisions shall prevail;

Before Amendment

After Amendment

In the event that the board of directors agrees to convene an extraordinary general meeting, the notice of the general meeting shall be issued within five (5) days after the passing of the relevant resolution of the board of directors. Any change to the original proposal made in the notice requires prior approval of the supervisory committee.

In the event that the board of directors agrees to convene an extraordinary general meeting, the notice of the general meeting shall be issued within five (5) days after the passing of the relevant resolution of the board of directors. Any change to the original proposal made in the notice shall be subject to obtaining written consent from the supervisory committee.

Article 50 A shareholder who requests to convene a shareholder meeting shall proceed in accordance with the following procedures: (I) On a one vote per share basis, shareholders either individually or collectively holding more than 10% (inclusive) of the shares of the Company may, through signing one or more copies of written requisition(s) in the same form and content stating the topics to be discussed at the meeting, require the board of directors to convene an extraordinary general meeting or a class meeting. The board of directors shall, pursuant to laws, administrative regulations, the listing rules of the place where shares of the Company are listed and the Articles of Association, furnish a written reply stating its agreement or disagreement to the convening of an extraordinary general meeting within 10 days after receiving aforesaid written requisition(s); (II) In the event that the board of directors agrees to convene an extraordinary general meeting or a class meeting, the notice of the general meeting or the class meeting shall be issued within five (5) days after the passing of the relevant resolution of the board of directors. Any change to the original proposal made in the notice requires prior approval of the shareholders concerned. Where the laws, administrative regulations, the relevant rule of the place where the shares of the Company are listed and the Articles of Association provided otherwise, the provisions shall prevail;

Article 50 A shareholder who requests to convene a shareholder meeting shall proceed in accordance with the following procedures: (I) On a one vote per share basis, shareholders either individually or collectively holding more than 10% (inclusive) of the shares of the Company may, through signing one or more copies of written requisition(s) in the same form and content stating the topics to be discussed at the meeting, require the board of directors to convene an extraordinary general meeting or a class meeting. The board of directors shall, pursuant to laws, administrative regulations, the listing rules of the place where shares of the Company are listed and the Articles of Association, furnish a written reply stating its agreement or disagreement to the convening of an extraordinary general meeting within 10 days after receiving aforesaid written requisition(s); (II) In the event that the board of directors agrees to convene an extraordinary general meeting or a class meeting, the notice of the general meeting or the class meeting shall be issued within five (5) days after the passing of the relevant resolution of the board of directors. Any change to the original proposal made in the notice shall be subject to obtaining written consent from the shareholders concerned. Where the laws, administrative regulations, the relevant rule of the place where the shares of the Company are listed and the Articles of Association provided otherwise, the provisions shall prevail;

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Before Amendment	After Amendment
(III) In the event that the board of directors does not agree to convene an extraordinary general meeting or a class meeting, or does not furnish any reply within 10 days after receiving such requisition(s), shareholders individually or collectively holding 10% or more of the Company’s shares shall be entitled to propose to the supervisory committee to convene the extraordinary general meeting or the class meeting on a one vote per share basis, provided that such proposal shall be made in writing. In the event that the supervisory committee agrees to convene an extraordinary general meeting or a class meeting, the notice of the general meeting or the class meeting shall be issued within 5 days after receiving such requisition(s). Any changes to the original request made in the notice shall require prior approval of the shareholders concerned. Where the supervisory committee does not agree to convene an extraordinary general meeting or a class meeting or fails to issue the notice of the general meeting or the class meeting within required time frame shall be deemed as failure of the supervisory committee to convene and preside over a general meeting, in which case, shareholders individually or collectively holding 10% or more of the Company’s shares for 90 consecutive days or more may, on a one vote per share basis, convene and preside over the meeting on his/her/their own. If the shareholders convene and hold a meeting because the board of directors does not hold the meeting as mentioned above, the reasonable expenses incurred by the shareholders shall be borne by the Company and deducted from the amount owed by the Company to the defaulting directors.	(III) In the event that the board of directors does not agree to convene an extraordinary general meeting or a class meeting, or does not furnish any written reply within 10 days after receiving such requisition(s), shareholders individually or collectively holding 10% or more of the Company’s shares shall be entitled to propose to the supervisory committee to convene the extraordinary general meeting or the class meeting on a one vote per share basis, provided that such proposal shall be made in writing. In the event that the supervisory committee agrees to convene an extraordinary general meeting or a class meeting, the notice of the general meeting or the class meeting shall be issued within 5 days after receiving such requisition(s). Any changes to the original request made in the notice shall be subject to obtaining written consent from the shareholders concerned. Where the supervisory committee does not agree to convene an extraordinary general meeting or a class meeting or fails to issue the notice of the general meeting or the class meeting within required time frame shall be deemed as failure of the supervisory committee to convene and preside over a general meeting, in which case, shareholders individually or collectively holding 10% or more of the Company’s shares for 90 consecutive days or more may, on a one vote per share basis, convene and preside over the meeting on his/her/their own. If the shareholders convene and hold a meeting because the board of directors does not hold the meeting as mentioned above, the reasonable expenses incurred by the shareholders shall be borne by the Company and deducted from the amount owed by the Company to the defaulting directors.

Before Amendment

After Amendment

(III) In the event that the board of directors does not agree to convene an extraordinary general meeting or a class meeting, or does not furnish any reply within 10 days after receiving such requisition(s), shareholders individually or collectively holding 10% or more of the Company’s shares shall be entitled to propose to the supervisory committee to convene the extraordinary general meeting or the class meeting on a one vote per share basis, provided that such proposal shall be made in writing. In the event that the supervisory committee agrees to convene an extraordinary general meeting or a class meeting, the notice of the general meeting or the class meeting shall be issued within 5 days after receiving such requisition(s). Any changes to the original request made in the notice shall require prior approval of the shareholders concerned. Where the supervisory committee does not agree to convene an extraordinary general meeting or a class meeting or fails to issue the notice of the general meeting or the class meeting within required time frame shall be deemed as failure of the supervisory committee to convene and preside over a general meeting, in which case, shareholders individually or collectively holding 10% or more of the Company’s shares for 90 consecutive days or more may, on a one vote per share basis, convene and preside over the meeting on his/her/their own. If the shareholders convene and hold a meeting because the board of directors does not hold the meeting as mentioned above, the reasonable expenses incurred by the shareholders shall be borne by the Company and deducted from the amount owed by the Company to the defaulting directors.

(III) In the event that the board of directors does not agree to convene an extraordinary general meeting or a class meeting, or does not furnish any written reply within 10 days after receiving such requisition(s), shareholders individually or collectively holding 10% or more of the Company’s shares shall be entitled to propose to the supervisory committee to convene the extraordinary general meeting or the class meeting on a one vote per share basis, provided that such proposal shall be made in writing. In the event that the supervisory committee agrees to convene an extraordinary general meeting or a class meeting, the notice of the general meeting or the class meeting shall be issued within 5 days after receiving such requisition(s). Any changes to the original request made in the notice shall be subject to obtaining written consent from the shareholders concerned. Where the supervisory committee does not agree to convene an extraordinary general meeting or a class meeting or fails to issue the notice of the general meeting or the class meeting within required time frame shall be deemed as failure of the supervisory committee to convene and preside over a general meeting, in which case, shareholders individually or collectively holding 10% or more of the Company’s shares for 90 consecutive days or more may, on a one vote per share basis, convene and preside over the meeting on his/her/their own. If the shareholders convene and hold a meeting because the board of directors does not hold the meeting as mentioned above, the reasonable expenses incurred by the shareholders shall be borne by the Company and deducted from the amount owed by the Company to the defaulting directors.

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Before Amendment	After Amendment
Article 55 When a general meeting is convened by the Company, the board of directors, the supervisory committee or shareholders individually or jointly holding 3% or more of the shares of the Company shall be entitled to raise proposals to the Company. The shareholders who raise the ad hoc proposed resolutions shall provide the convener with supporting documents certifying that they hold more than 3% of the Company’s shares. Where shareholders make a joint proposal through entrustment, the entrusting shareholder shall issue a written authorization document to the entrusted shareholder.

Before Amendment

After Amendment

Article 55 When a general meeting is convened by the Company, the board of directors, the supervisory committee or shareholders individually or jointly holding 3% or more of the shares of the Company shall be entitled to raise proposals to the Company. The shareholders who raise the ad hoc proposed resolutions shall provide the convener with supporting documents certifying that they hold more than 3% of the Company’s shares. Where shareholders make a joint proposal through entrustment, the entrusting shareholder shall issue a written authorization document to the entrusted shareholder.

... | Article 55 When a general meeting is convened by the Company, the board of directors, the supervisory committee or shareholders individually or jointly holding 3% or more of the shares of the Company shall be entitled to raise proposals to the Company. The shareholders who raise the ad hoc proposed resolutions shall provide the convener with supporting documents (including but not limited to electronic certificates issued by China Securities Depository and Clearing Corporation Limited, or account statements issued by custodian securities firms bearing the firm’s official seal) certifying that they hold more than 3% of the Company’s shares. Where shareholders make a joint proposal through entrustment, the entrusting shareholder shall issue a written authorization document to the entrusted shareholder.

... |
| Article 63 All holders of ordinary shares listed on the register of shareholders on the shareholding record date or their proxies shall be entitled to attend the shareholders’ general meeting and vote in accordance with relevant laws, regulations, listing rules of the place where the shares of the Company are listed and the Articles of Association.

Each shareholder entitled to attend and vote at the general meeting may attend and vote personally or by appointing one representative (who is not necessary to be a shareholder) as his/her proxy.

... | Article 63 All holders of ordinary shares listed on the register of shareholders on the shareholding record date or their proxies shall be entitled to attend the shareholders’ general meeting and vote in accordance with relevant laws, regulations, listing rules of the place where the shares of the Company are listed and the Articles of Association.

Each shareholder entitled to attend and vote at the general meeting may attend and vote personally or by appointing one representative (who is not necessary to be a shareholder) as his/her proxy. The Company shall, in compliance with all applicable laws and regulations, permit shareholders or their proxies to issue instructions electronically (including but not limited to instructions regarding personal attendance or proxy appointments) and shall ensure the Company’s capability to receive such communications via electronic means.

... |

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Before Amendment	After Amendment
Article 71 A shareholders’ general meeting shall be convened and presided over by the chairman of the board of directors. If the chairman is unable to attend the meeting for any reason, the vice chairman of the board of directors shall convene and preside over the meeting. If both of the chairman and vice chairman are unable to attend the meeting, the board of directors may designate a director of the Company to convene and to be the chairman of the meeting. If no chairman of the meeting has been designated, shareholders present shall elect one person to be the chairman of the meeting. If for any reason the shareholders fail to elect a chairman, then the shareholder (including his proxy) presents in person or by proxy and holds the largest number of shares carrying the right to vote thereat shall be the chairman of the meeting.	Article 71 A shareholders’ general meeting shall be convened and presided over by the chairman of the board of directors. If the chairman is unable to attend the meeting for any reason, a director jointly recommended by more than half of the directors shall preside over the meeting.
Article 74 Directors, supervisors and senior management shall provide explanations regarding and answer the enquiries and suggestions from shareholders at the shareholders’ general meeting.	Article 74 Directors, supervisors and senior management shall provide explanations regarding and answer the reasonable enquiries and suggestions about the Company from shareholders at the shareholders’ general meeting.
Article 82 Shareholders shall be entitled to speak and vote at the shareholders’ general meeting, unless individual shareholder shall, subject to the provisions of Listing Rules, waive the right to vote in respect to certain matters. Shareholders (including proxies) shall exercise their voting rights by the number of voting Shares they represent, and each Share shall have one vote.	Article 82 Unless an individual shareholder is required to abstain from voting on specific matters as stipulated in the Listing Rules, a shareholder who has completed the registration procedures shall have the right to vote on-site at the general meeting. Other shareholders who have not completed the registration procedures shall have the right to participate in the voting through other means established by the Company in accordance with the requirements of the Shenzhen Stock Exchange and the Hong Kong Stock Exchange. Shareholders (including proxies) shall exercise their voting rights by the number of voting Shares they represent, and each share shall have one vote. Shareholders shall have the right to speak at a general meeting.

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Before Amendment	After Amendment
Article 95 If any proposal is not adopted, or the current general meeting amends the resolution of the last general meeting, special indication thereof shall be given in the minutes of the resolution of the shareholders’ general meeting.	Article 95 If any proposal is not adopted, or the current general meeting amends the resolution of the last general meeting, special indication thereof shall be given in the announcement of the resolution of the shareholders’ general meeting.
Article 127 A provisional board meeting may be convened upon proposal by shareholders representing at least one tenth of the total voting rights, by at least one third of the directors or the supervisory committee, by at least a half of the independent non-executive directors. The chairman shall convene and preside over a board meeting within ten (10) days after receipt of the proposal. The chairman may, when considering it necessary, decide to convene and preside over a provisional board meeting. Where the securities regulator requires the Company to convene a provisional board meeting, the chairman shall convene and preside over a board meeting within ten days after receipt of the requirement from the securities regulator.	Article 127 A provisional board meeting may be convened upon proposal by shareholders representing at least one tenth of the total voting rights, by at least one third of the directors or the supervisory committee, by more than half of the independent non-executive directors. The chairman shall convene and preside over a board meeting within ten (10) days after receipt of the proposal. The chairman may, when considering it necessary, decide to convene and preside over a provisional board meeting. Where the securities regulator requires the Company to convene a provisional board meeting, the chairman shall convene and preside over a board meeting within ten days after receipt of the requirement from the securities regulator.
Article 149 A person who falls into any of the following circumstances shall not serve as the secretary to the Board of the Company:

(I) Any of the circumstances stipulated in the Company Law that prohibits a person from serving as a director, supervisor, or senior manager of a company;

(II) The person who was restricted from entering into the security market by the CSRC and was still in the period of restriction;

(III) The person who was publicly condemned or informed criticism for more than three times by any stock exchange within the past three years;

(IV) Any of the circumstances where a person shall not serve as a director as stipulated in the Articles of Association; | Article 149 A person who falls into any of the following circumstances shall not serve as the secretary to the Board of the Company:

(I) Any of the circumstances stipulated in the Company Law that prohibits a person from serving as a director, supervisor, or senior manager of a company;

(II) Subject to a market entry ban imposed by the CSRC that prohibits a person from serving as a director, supervisor, or senior management personnel of a listed company, and such ban period remains unexpired;

(III) Publicly deemed unfit by a stock exchange to serve as a director, supervisor, or senior management personnel of a listed company, and such disqualification period remains unexpired; |

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before Amendment	After Amendment
(V) Current supervisor of the Company;
(VI) Any accountant from the accounting firm engaged by the Company;
(VII) Other persons as stipulated in laws, regulations, normative documents, the listing rules of the stock exchange of the place where the Company's shares are listed and the Articles of Association.

Where the proposed secretary to the Board falls into any of the following circumstances, the Company shall disclose the reason to propose such person and whether it will have any effect on the standardized operation of the listed company and present relevant risks in a timely manner:

(I) A person who was subject to administrative punishment by the CSRC within the past three years;

(II) A person who is under investigation by judicial authorities on suspicion of committing a crime or who is under investigation by the CSRC on suspicion of breaching laws or regulations where no definitive conclusion has been reached. | (IV) Received administrative penalties from the CSRC within the most recent 36 months;
(V) Received public condemnation or three or more informed criticisms from a stock exchange within the most recent 36 months;
(VI) Current supervisor of the Company;
(VII) Any accountant from the accounting firm engaged by the Company;
(VIII) Other persons as stipulated in laws, regulations, normative documents, the listing rules of the stock exchange of the place where the Company's shares are listed and the Articles of Association.

Where the proposed secretary to the Board falls into any of the following circumstances, the Company shall disclose the specific circumstances and the reason to propose such candidate and whether it will have any effect on the standardized operation of the Company and present relevant risks in a timely manner:

(I) A person who was subject to administrative punishment by the CSRC within the most recent 36 months;

(II) Received public condemnation or three or more informed criticisms from a stock exchange within the most recent 36 months;

(III) A person who is under investigation by judicial authorities on suspicion of committing a crime or who is under investigation by the CSRC on suspicion of breaching laws or regulations where no definitive conclusion has been reached; |
| | (IV) Has a record of material dishonesty or other serious misconduct. |

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Before Amendment	After Amendment
Article 200 After the profit distribution plan has been adopted at the Company’s general meeting, the board of directors of the Company shall complete the dividend (or share) distribution within two months after the general meeting; or after the Company’s Board of Directors has formulated a specific plan in accordance with the conditions and upper limit of the next year’s interim dividend distribution as considered and approved by the annual general meeting, the Company’s Board of Directors shall complete the dividend (or share) distribution within 2 months.	Article 200 When convening an annual general meeting to review the annual profit distribution plan, the Company may approve: conditions for interim cash dividends in the following fiscal year, maximum ratio and maximum amount of such interim dividends. The upper limit of the next interim dividends approved at the annual general meeting shall not exceed the net profit attributable to the Company’s shareholders during the corresponding period. The Board shall formulate specific interim dividend plans in accordance with the shareholders’ resolution and profit distribution conditions.

Before Amendment

After Amendment

Article 200 After the profit distribution plan has been adopted at the Company’s general meeting, the board of directors of the Company shall complete the dividend (or share) distribution within two months after the general meeting; or after the Company’s Board of Directors has formulated a specific plan in accordance with the conditions and upper limit of the next year’s interim dividend distribution as considered and approved by the annual general meeting, the Company’s Board of Directors shall complete the dividend (or share) distribution within 2 months.

Article 200 When convening an annual general meeting to review the annual profit distribution plan, the Company may approve: conditions for interim cash dividends in the following fiscal year, maximum ratio and maximum amount of such interim dividends. The upper limit of the next interim dividends approved at the annual general meeting shall not exceed the net profit attributable to the Company’s shareholders during the corresponding period. The Board shall formulate specific interim dividend plans in accordance with the shareholders’ resolution and profit distribution conditions.

After the profit distribution plan has been adopted at the Company’s general meeting, the board of directors of the Company shall complete the dividend (or share) distribution within two months after the general meeting; or after the Company’s Board of Directors has formulated a specific plan in accordance with the conditions and upper limit of the next year’s interim dividend distribution as considered and approved by the annual general meeting, the Company’s Board of Directors shall complete the dividend (or share) distribution within 2 months. |

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Before Amendment	After Amendment
Article 201 The profit distribution policy of the Company is as follows:

(V) Proportion of cash dividend distribution
The profit distributed in cash every year shall not be less than 20% of the annual distributable profits provided that the conditions for cash dividend distribution are satisfied. Meanwhile, the Board of the Company will formulate differentiated cash dividend policies, in accordance with the procedure stipulated in the Articles of Association and taking various factors into account, including its industry features, development stages, business model and profitability as well as whether it has any substantial capital expenditure arrangement:

If the Company is fully developed and has no major capital expenditure arrangements, cash dividends shall take up a minimum of 80% in profit distribution;
If the Company is fully developed and has major capital expenditure arrangements, cash dividends shall take up a minimum of 40% in profit distribution;
If the Company is in a growth stage and has major capital expenditure arrangements, cash dividends shall take up a minimum of 20% in profit distribution.

If it is difficult to define the development stage of the Company, but the Company has major capital expenditure arrangements, the preceding provisions may still be followed. | Article 201 The profit distribution policy of the Company is as follows:

(V) Proportion of cash dividend distribution
The profit distributed in cash every year shall not be less than 20% of the annual distributable profits provided that the conditions for cash dividend distribution are satisfied. The aforesaid “distributable profits” refers to the net profit attributable to the owners of the parent (on a consolidated basis) in accordance with China Accounting Standards for Business Enterprises. If the shares are repurchased by way of offer or centralized bidding with cash consideration, it shall be regarded as cash dividends of the Company and shall be included in the calculation of the relevant proportion of cash dividends for that year.

Meanwhile, the Board of the Company will formulate differentiated cash dividend policies, in accordance with the procedure stipulated in the Articles of Association and taking various factors into account, including its industry features, development stages, business model and profitability as well as whether it has any substantial capital expenditure arrangement:

If the Company is fully developed and has no major capital expenditure arrangements, cash dividends shall take up a minimum of 80% in profit distribution;
If the Company is fully developed and has major capital expenditure arrangements, cash dividends shall take up a minimum of 40% in profit distribution; |
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Before Amendment	After Amendment
	3. If the Company is in a growth stage and has major capital expenditure arrangements, cash dividends shall take up a minimum of 20% in profit distribution.

If it is difficult to define the development stage of the Company, but the Company has major capital expenditure arrangements, the preceding provisions may still be followed. |

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APPENDIX XV

THE RULES OF PROCEDURE FOR THE GENERAL MEETINGS

PHARMARON BEIJING CO., LTD.

The Rules of Procedure for the General Meetings

Chapter 1 General Provisions

Article 1 The Rules of Procedure for General Meetings (these “Rules”) are hereby formulated and enacted in accordance with the Company Law of the People’s Republic of China (the “Company Law”), the Securities Law of the People’s Republic of China (the “Securities Law”), the listing rules of the stock exchanges 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 (the “Hong Kong Listing Rules”)), and the Articles of Association of Pharmaron Beijing Co., Ltd. (the “Articles of Association”) for the purpose of regulating the activities of the Company and ensuring that the general meeting exercises its functions and powers.

Article 2 The Company shall convene a general meeting in strict accordance with laws, administrative regulations, the listing rules of the stock exchanges where shares in the Company are listed, the Articles of Association, and relevant provisions of these Rules, to ensure that shareholders exercise their rights in accordance with laws.

The Board of the Company shall earnestly perform its duties and organize the general meeting in a conscientious and timely manner. Each and every director of the Company shall act diligently and responsibly to ensure general meetings are properly convened and the functions and powers of general meetings are legitimately exercised.

Article 3 The general meeting shall exercise its functions and powers within the scope specified by the Company Law and other laws, administrative regulations, ministerial rules, the listing rules of the stock exchanges where shares in the Company are listed and the Articles of Association.

Article 4 General meetings include annual general meetings and extraordinary general meetings. An annual general meeting shall be convened once every year within six months after the end of the previous fiscal year.

Where the Company cannot hold the general meeting within the above-mentioned time limit, the Company shall make public disclosure and file with the CSRC’s local branch in the locality of the Company and the stock exchanges of the places where shares in the Company are listed.

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Article 5 Extraordinary general meetings are held on an irregular basis. The Company shall hold an extraordinary general meeting within two months upon the occurrence of any of the following events:

(I) The number of directors is less than two-thirds of that stipulated in the Company Law or the Articles of Association;

(II) Uncovered losses of the Company amount to one-third of its total paid up share capital;

(III) Shareholders individually or jointly holding 10% or more of the shares in the Company, on a one vote per share basis, propose an extraordinary general meeting;

(IV) The Board considers it necessary to hold an extraordinary general meeting;

(V) The Supervisory Committee proposes an extraordinary general meeting;

(VI) Any other circumstances as provided by laws, administrative regulations, ministerial rules, the listing rules of a place where shares in the Company are listed or the Articles of Association.

The shareholdings referred to in item (III) above shall be calculated as at the date of written proposal of the shareholders.

Article 6 The Company shall, when holding a general meeting, engage lawyers to issue legal opinions and make announcements with respect to the following issues:

(I) Whether the procedures for convening and holding of the meeting are in compliance with laws, administrative regulations, these Rules and the Articles of Association;

(II) Whether the attendees and the convener are legally and validly qualified;

(III) Whether the voting procedures and voting results of the meeting are legal and valid;

(IV) Other relevant issues as requested by the Company.

Chapter 2 Convening of General Meetings

Article 7 The Board shall duly convene a general meeting within the time limit specified in these Rules.

APPENDIX XV

THE RULES OF PROCEDURE FOR THE GENERAL MEETINGS

Article 8 An independent non-executive director may propose an extraordinary general meeting to the Board, provided that the proposal shall be made in writing. Within ten days after receiving the proposal, the Board shall, pursuant to laws, administrative regulations, the listing rules of the stock exchanges where shares in the Company are listed and the Articles of Association, give a written reply on whether it agrees to hold the extraordinary general meeting.

If the Board agrees to hold the extraordinary general meeting, it will issue a notice of meeting within five days after passing a resolution thereon. In the event that the Board does not agree to hold the meeting, it shall state the reason therefor.

Article 9 The Supervisory Committee may propose an extraordinary general meeting to the Board, provided that the proposal shall be made in writing. Within ten days after receiving the proposal, the Board shall, pursuant to laws, administrative regulations, the listing rules of the stock exchanges where shares in the Company are listed and the Articles of Association, give a written reply on whether it agrees to hold the extraordinary general meeting.

If the Board agrees to hold the extraordinary general meeting, it will issue a notice of meeting within five days after passing a resolution thereon. If the notice makes any change to the original proposal, made in the notice shall be subject to obtaining written consent shall be obtained from the Supervisory Committee.

In the event that the Board does not agree to hold the extraordinary general meeting or does not give a reply within ten days after receiving the proposal, the Board shall be deemed as unable or failing to perform its duty of convening a general meeting, in which case the Supervisory Committee may convene and preside over the meeting by itself.

Article 10 Shareholders who propose a general meeting shall act in accordance with the following procedures:

(I) Two or more shareholders individually or jointly holding 10% or more of shares with a right to vote at an extraordinary general meeting or a class meeting, on a one vote per share basis, may propose the meeting to the Board by signing a written proposal in one or more copies prepared in the same form and content stating the matters to be discussed at the meeting. The shareholdings referred to above shall be calculated as at the date of the written proposal. Within ten days after receiving the proposal, the Board shall, pursuant to laws, administrative regulations, and the Articles of Association, give a written reply on whether it agrees to hold the meeting.

(II) If the Board agrees to hold the extraordinary general meeting or class meeting, it shall issue a notice of meeting within five days after passing a resolution thereon. If the notice makes any change to the written original proposal, consent made in the notice shall be obtained subject to obtaining written consent from the proposing

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THE RULES OF PROCEDURE FOR THE GENERAL MEETINGS

shareholders concerned. Where any law, regulation or rule or any enactment made by the securities regulator of the place where shares in the Company are listed provides otherwise, such law, regulation, rule or enactment shall prevail.

(III) In the event that the Board does not agree to hold the extraordinary general meeting or class meeting or does not give a written reply within ten days after receiving the proposal, shareholders individually or jointly holding 10% or more of shares in the Company, on a one vote per share basis, may propose the extraordinary general meeting or class meeting to the Supervisory Committee, provided that such proposal shall be made in writing. If the Supervisory Committee agrees to hold the extraordinary general meeting or class meeting, it shall issue a notice of meeting within five days after receiving the proposal. If the notice makes any change to the original proposal, made in the notice shall be subject to obtaining written consent shall be obtained from the proposing shareholders concerned. In the case of that the Supervisory Committee disagreed to convene the general meeting or a class meeting of shareholders, or failed to issue a notice of meeting within the given time frame, it shall be deemed as the failure of the Supervisory Committee to convene and preside over the meeting, in which case, shareholders who have individually or jointly held 10% or more of shares in the Company for 90 or more consecutive days may convene and preside over the meeting. Reasonable expenses incurred by the shareholders in convening and holding the meeting due to failure of the Board to convene the same as proposed shall be borne by the Company and deducted from amounts owed by the Company to the defaulting directors.

Article 11 If the Supervisory Committee or shareholders decide to convene a general meeting by itself/themselves, it/they shall notify the Board in writing and at the same time file with the Shenzhen Stock Exchange in accordance with the relevant regulations.

The total shareholding of the convening shareholders shall not be lower than 10% during the period from the issue date of the notice of meeting to the closing date of the meeting.

Upon the issue of the notice of meeting and the announcement of resolutions passed at the meeting, the Supervisory Committee or the convening shareholders shall file relevant supporting documents with the Shenzhen Stock Exchanges in accordance with the relevant regulations.

Article 12 The Board and the secretary to the Board shall provide assistance and necessary support for and perform their information disclosure obligations in a timely manner with respect to a general meeting convened by the Supervisory Committee or shareholders. The Board shall provide the register of shareholders as of record date. If the Board does not provide the register of shareholders, the convener may request the same from the securities registration and clearing institution of the place where shares in the Company are listed in accordance with the announcement about notice of the meeting. The register of shareholders obtained by the convener shall not be used for any purpose other than for holding of the general meeting.

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THE RULES OF PROCEDURE FOR THE GENERAL MEETINGS

Article 13 Expenses necessary for holding a general meeting by the Supervisory Committee or shareholders shall be borne by the Company and deducted from amounts owed by the Company to the defaulting directors.

Chapter 3 Motions and Notices of General Meetings

Article 14 Content of a motion shall be within the terms of reference of a general meeting, contain specific matters to be discussed and specific matters to be resolved on, and comply with laws, administrative regulations, the listing rules of the stock exchanges where shares in the Company are listed and the Articles of Association. The motion shall be submitted or sent to the Board in writing.

Article 15 When the Company holds a general meeting, the Board, the Supervisory Committee or shareholders individually or jointly holding 3% or more of the shares in the Company on a one vote per share basis shall have the right to put forward motions to the Company. A shareholder who proposes ex- tempore motions shall present any evidence (including but not limited to electronic certificates issued by China Securities Depository and Clearing Corporation Limited, or account statements issued by custodian securities firms bearing the firm's official seal) proving that he or she holds more than 3% of the shares of the Company to the convener. A shareholder who jointly proposes motions with other shareholders by authorization shall present a written authorization documents to the authorized shareholder.

Shareholders individually or jointly holding 3% or more of the shares in the Company on a one vote per share basis may propose an interim motion in writing to the convener of the general meeting ten days before the meeting is held. The proposal of ex tempore motions shall include: the name of proposal, particulars of proposal, a statement of the proposer that the proposal is in compliance with the rules of the general meeting of the listed company and the relevant provisions of the listing rules of the stock exchange where the Company's shares are listed, and a declaration that the proposer warrants the authenticity of the evidence of shareholdings and the power of attorney provided by himself or herself. The convener shall, within two days upon receipt of the motion, issue a supplementary notice of the general meeting, stating the content of the interim motion.

Except for circumstances described in the above paragraph, the convener shall not revise any motions stated in the notice of the general meeting or add any new motions after issuing the notice.

The general meeting shall not vote or resolve on any motion that is not included in the notice or is inconsistent with Article 15 hereof.

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A shareholder who proposes ex tempore motions at the general meeting shall in no event fall into the following circumstance:

(I) The shareholder making proposals does not meet requirements on the qualification of subject such as shareholding ratio;

(II) The specified time limit for making the proposal is exceeded;

(III) The proposal does not fall within the scope of authority of the general meeting;

(IV) The proposal does not carry specific subjects and matters to be resolved;

(V) The proposal is in violation of the laws and regulations and the relevant provisions of the listing rules of the stock exchange where the Company’s shares are listed;

(VI) The proposal does not meet the provisions of the Articles of Association.

Article 16 The convener of an annual general meeting shall notify shareholders of the meeting by announcement 20 days before the meeting is held; the convener of an extraordinary general meeting shall notify shareholders of the meeting by announcement 15 days before the meeting is held. Such period does not include the date on which the meeting is held but shall include the date on which the notice of meeting is sent.

Article 17 After the notice of a general meeting is sent and before the meeting is held, the convener may issue a reminder of the meeting in accordance with the Company Law and other relevant regulations.

Article 18 The notice and any supplementary notice of a general meeting shall fully and completely disclose the details of all the motions, and all the materials or explanations necessary for the shareholders to make reasonable judgments on the matters to be discussed. If any matter to be discussed requires opinions of an independent non-executive director, the opinions of such director and the reasons therefor shall be disclosed in such notice or supplementary notice.

Article 19 Where matters relating to election of any directors or supervisors are to be discussed at a general meeting, the notice of the meeting shall fully disclose detailed information about candidates for such directors or supervisors, which shall at least include the following:

(I) Their personal particulars, such as education background, work experiences and any part-time jobs;

(II) Whether they have any connected relationship with the Company or any controlling shareholder or actual controller of the Company;

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(III) Number of shares held by each of them in the Company;

(IV) Whether the candidates have been penalized or reprimanded by competent authorities;

(V) Whether the candidates meet relevant requirements of the listing rules of the stock exchanges where shares in the Company are listed.

Cumulative voting shall be used for election of directors and supervisors. In addition, each candidate for the position of director or supervisor shall be proposed by a single motion.

Article 20 A notice of a general meeting shall:

(I) Time, venue and duration of the meeting;

(II) Matters and proposals for consideration by the Conference;

(III) To state in conspicuous language that all shareholders are entitled to attend the general meeting and may appoint a proxy in writing to attend and vote at the meeting, and that such proxy shall not be a shareholder of the Company;

(IV) The date of registration of shareholders entitled to attend the general meeting;

(V) Name and telephone number of the permanent contact person for conference services;

(VI) Time and procedures for voting via the Internet or by other means.

Article 21 Unless otherwise provided by laws, administrative regulations, the listing rules of the stock exchanges where shares in the Company are listed or the Articles of Association, notice of a general meeting may be given by announcement. For shareholders of overseas listed stocks, the Company may issue the notice of a general meeting on the website of the Company and the website designated by The Stock Exchange of Hong Kong Limited (the "SEHK") or by other means as permitted by the Hong Kong Listing Rules and the Articles of Association.

Article 22 Upon issue of the notice of a general meeting, the general meeting shall not be postponed or cancelled and motions specified in the notice shall not be withdrawn without a proper reason. In case of any such delay, cancellation or withdrawal, the convener shall give a notice stating reasons therefor at least 2 working days before the date when the meeting is originally scheduled to be held. Where the meeting is postponed, the postponed date of the meeting shall be specified in the notice.

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Chapter 4 Holding of General Meetings

Article 23 A general meeting shall be held at the registered address of the Company or any other location determined by the Board.

Each general meeting shall have a venue and be held on-site. The Company will also provide internet or other means to facilitate shareholders' attendance at a general meeting. The Company may, at its discretion, facilitate shareholders' participation in the general meeting by offering online or other means. If the Company elects to provide online access to the shareholders' general meeting, shareholders attending via such online means must complete registration procedures in strict compliance with the requirements specified in the meeting notice. Shareholders who attend a general meeting in the aforesaid manner shall be deemed to have been present at the meeting.

Article 24 Each shareholder entitled to attend and vote at a general meeting may attend the meeting in person or authorize one proxy (whether they are shareholders or not) to attend and vote at the meeting on his or her behalf. The Company shall, in compliance with all applicable laws and regulations, permit shareholders or their proxies to issue instructions electronically (including but not limited to instructions regarding physical attendance or proxy appointments) and shall ensure the Company's capability to receive such electronic communications.

A proxy of a shareholder may exercise the following rights as authorized by such shareholder:

(I) The shareholder's right to speak at the meeting;

(II) The right to demand, by himself or herself or jointly with others, voting on a poll;

(III) The right to vote.

In the case of a shareholder being a corporation, such shareholder is entitled to appoint another person as his proxy to attend and vote at any general meeting of the Company, and shall be deemed to be presented in person if he or she appointed his or her proxy to attend at any meeting. A corporation shareholder may execute a form of proxy under the hand of a duly authorized officer. If a shareholder is a recognized clearing house or its agent within the meaning of the relevant laws of the place where shares in the Company are listed, the shareholder is entitled to appoint one proxy or a corporate representative to act as its proxy at any general meeting, class meeting or creditor's meeting. However, if more than one proxy is appointed, the proxy form shall specify the number and class of shares that each such proxy is authorized to represent. The proxy form shall be signed by the person authorized by the clearing house. Such proxy shall be entitled to the same statutory rights as other shareholders to attend the meeting on behalf of the clearing house or its agent (without the need to produce

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any share certificate, notarized authorization and/or further evidence to show that he or she has been duly authorized) and exercise the rights of the clearing house or its agent (including the right to speak and vote), as if he or she was a natural person shareholder of the Company.

Article 25 When a matter that could materially affect the interests of minority investors is deliberated at a general meeting, the votes by minority investors shall be counted separately, and the results of such separate counting shall be disclosed publicly in a timely manner.

Minority investors are shareholders who do not serve as directors, supervisors, officers of the Company and individually or jointly hold 5% or more of the shares in the Company on a one vote per share basis.

Article 26 The Board and other convener(s) of general meetings shall take measures as necessary to maintain the order of the meetings and shall take steps to stop any disturbance to the order of the meetings, provocation of trouble or infringement upon lawful interests of shareholders and report such conduct in a timely manner to the relevant authorities for investigation and punishment.

Article 27 All the holders of ordinary shares listed in the register of shareholders on the record date for a general meeting shall have the right to attend the meeting in person or by proxy and vote at the meeting in accordance with relevant laws, regulations, the listing rules of the place where shares in the Company are listed and the Articles of Association. Such rights shall not be denied by the Company or convener(s) on any ground. A shareholder attending a general meeting shall produce his or her identity card or other valid proof or evidence of his or her identity, and a proxy attending the meeting shall produce the proxy form issued by the shareholder and his or her own valid proof of identity.

Article 28 A natural person shareholder attending a general meeting in person shall produce his or her identity card or other valid proof or evidence of his or her identity, or his/her share account card/share certificate; If he or she appoints a proxy to attend the meeting, the proxy shall produce valid proof of identity of the shareholder, the proxy form, the share account card/share certificate and his or her own valid proof of identity.

Article 29 A corporate shareholder shall be represented by its legal representative or a proxy/proxies appointed by the legal representative. Where the legal representative attends a general meeting, he or she shall produce the share account card/share certificate, his or her identity card and valid proof of his or her capacity as legal representative; where a proxy attends the meeting, he or she shall produce the proxy form duly issued by the legal representative of the corporate shareholder, the share account card/share certificate and his or her own valid proof of identity.

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Article 30 The appointment of a proxy shall be in writing and signed by the appointing shareholder or his or her attorney duly authorized by him or her in writing; in the case of a corporate shareholder, the proxy form shall be affixed with its seal or signed by its director or an attorney duly authorized by it. A proxy form issued by a shareholder to appoint a proxy to attend any general meeting shall contain the following:

(I) Name of the proxy;

(II) Number of shares held by the shareholder and represented by the proxy;

(III) Whether the proxy has the right to vote;

(IV) Instructions on voting for or against or abstain from voting on each business to be transacted at the meeting;

(V) Issue date and valid period of the proxy form;

(VI) Signature (or seal) of the principal. If the principal is a corporate shareholder, the proxy form shall be affixed with its seal or signed by its director or an attorney duly authorized by it.

Article 31 The proxy form shall also make it clear whether the proxy may vote as he or she thinks fit on matters as to which the shareholder does not give an instruction.

Article 32 Where the proxy form for voting is signed by another person authorized by the principal, the letter of authorization or other document authorizing the person to sign shall be notarized. Subject to the relevant laws and regulations and regulatory rules of the place where the Company's shares are listed, such notarized letter or document, together with the proxy form, shall be placed at the address of the Company or at such other place(s) as specified in the notice of meeting within the time specified by the Company.

Where the principal is a legal person, its legal representative or the person authorized by a resolution of its Board or other decision-making body shall attend the meeting as the proxy of such legal person.

Article 33 If, prior to voting, the principal is deceased or incapacitated, or the proxy is revoked, or the authorization to sign the proxy is revoked, or the shares involved are transferred, a vote cast by the proxy under the proxy form shall nevertheless be valid as long as the Company has not received a written notice of the foregoing instance before the commencement of the relevant meeting.

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Article 34 The Company shall prepare a register of attendees for each meeting, which shall include information such as the names of attendees (or their organizations), identity card numbers and domiciles of attendees, number of voting shares held or represented by each attendee, and names of individuals or organizations being represented.

Article 35 The convener and lawyers engaged by the Company shall verify the validity of the qualifications of shareholders against the register of shareholders provided by the securities registration and clearing institution and shall register the names of the shareholders and numbers of their voting shares. Registration for the meeting shall end before the chairman of the meeting announces the number of shareholders and proxies attending the meeting and the total number of their voting shares.

Article 36 When a general meeting is held, all the directors, supervisors and the secretary to the Board shall attend the meeting, and the general manager and other officers shall be present at the meeting as non-voting attendees.

Article 37 A general meeting shall be convened and presided over by the chairman of the Board. If the chairman is unable to attend the meeting for any reason, a vice chairperson of the Board shall convene and preside over the meeting. If both the chairperson and the vice chairperson(s) are unable to attend the meeting, the chairperson may designate a director of the Company to convene and preside over the meeting on his or her behalf. If no person is so designated, shareholders present at the meeting may elect a person to convene and preside over the meeting. If the shareholders are unable to elect such person for any reason, the shareholder (or his or her proxy) present at the meeting and holding the largest number of voting shares jointly recommended by more than half of the directors shall preside over the meeting.

If a general meeting is convened by the Supervisory Committee, the chairman of the Supervisory Committee shall preside over the meeting. If the chairman of the Supervisory Committee is unable or fails to discharge his or her duty, half or more of the supervisors shall designate a supervisor to preside over the meeting.

If a general meeting is convened by the shareholders, the conveners shall nominate a representative to preside over the meeting. If, for any reason, the conveners are unable to nominate a representative, the shareholder (or his or her proxy) present at the meeting and holding the largest number of voting shares among the conveners shall preside over the meeting.

When a general meeting is held, if the meeting cannot proceed due to the chairman's violation of these Rules, then with the consent of shareholders holding more than half of the voting rights present at the meeting, the meeting may elect a person to preside over the meeting so that the meeting can proceed.

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Article 38 At an annual general meeting, the Board and the Supervisory Committee shall report their work for the previous year to shareholders at the meeting. Independent non-executive directors shall also give a work report to explain the performance of their duties. The annual report of the independent non-executive directors shall be disclosed not later than the date when the company issues the notice of its annual general meeting.

Article 39 Directors, supervisors and officers shall give answers or explanations to shareholders' reasonable inquiries and suggestions about the Company at general meetings.

Article 40 Prior to voting at a general meeting, the chairman of the meeting shall declare the number of shareholders and proxies present at the meeting and the total number of their voting shares, and such numbers shall be subject to those registered for the meeting.

Chapter 5 Voting and Resolutions at General Meetings

Article 41 Resolutions of a general meeting include ordinary resolutions and special resolutions.

An ordinary resolution of a general meeting shall be passed by more than half of the voting rights held by shareholders (or their proxies) attending the meeting.

A special resolution of a general meeting shall be passed by two-thirds or more of the voting rights held by shareholders (or their proxies) attending the meeting.

Article 42 The following matters shall be passed by an ordinary resolution at a general meeting:

(I) Work reports of the Board and the Supervisory Committee;

(II) Profit distribution plan and loss recovery plan drafted by the Board;

(III) Appointment and removal of members of the Board and members of the Supervisory Committee, their remunerations and methods of payment thereof;

(IV) Annual financial budget, final account proposal, balance sheet, statement of income and other financial statements of the Company;

(V) Annual report of the Company;

(VI) Retainment, dismissal and remunerations of accounting firms;

(VII) Other matters other than those requiring a special resolution under laws, administrative regulations, the listing rules of the place where shares in the Company are listed or the Articles of Association.

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Article 43 The following matters shall be passed by a special resolution at a general meeting:

(I) Amendments (in whatever form) to the Articles of Association and its appendixes, including the Rules of Procedure for the General Meetings, the Rules of Procedure for the Board Meetings and the Rules of Procedure for the Supervisory Committee;

(II) Any variation or abrogation of all or any rights attached to any class of shares;

(III) Increase or reduction of the registered capital;

(IV) Merger, demerger, dissolution, liquidation (including voluntary liquidation) or change of corporate form of the Company;

(V) Spin-off and separate listing of a subsidiary;

(VI) Any purchase or disposal of substantial assets made or guarantee provided by the Company in 12 consecutive months, the amount of which exceeds 30% of the Company's latest audited total assets;

(VII) Issuance of shares, convertible corporate bonds, preferred stock and other securities approved by the CSRC;

(VIII) Share repurchased to reduce registered capital;

(IX) Material assets reorganization;

(X) Equity incentive scheme;

(XI) Resolution made by the general meeting of the listed company to withdraw the listing and trading of its shares from the stock exchange where its shares are listed and decision to stop trading in the exchange or apply for trading on or transfer to other trading places instead;

(XII) Other matters that require a special resolution under laws, administrative regulations, the listing rules of the place where shares in the Company are listed or the Articles of Association and matters decided by an ordinary resolution at a general meeting to have a material impact on the Company and require a special resolution.

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The proposals mentioned in items (V) and (XI) above are subject to, in addition to the approval of not less than two-thirds of the voting rights held by shareholders present at the general meeting, the approval of not less than two-thirds of the voting rights held by the other shareholders present at the meeting other than the Company's directors, supervisors, senior managers and shareholders who hold more than 5% of the listed company's shares individually or in aggregate.

Article 44 Except that the Company is in a special situation such as a crisis, the Company will not enter into any contract with any person other than a director, the general manager or any other officer to have all or a significant part of the Company's business in the care of such person, unless otherwise approved by a special resolution at a general meeting.

Article 45 Where a motion on election of directors or supervisors is passed at a general meeting, the time when they take office shall be specified in the relevant resolution of the meeting. If the resolution does not specify the time of taking office, they shall take office upon closing of the meeting.

Article 46 If a motion on distribution of a cash dividend, allotment of bonus shares or conversion of capital reserve into share capital is passed at a general meeting, the Company shall implement the plan therefor within two months after the closing of the meeting.

Article 47 If a resolution passed at a general meeting violates any laws or administrative regulations, the resolution shall be rendered invalid.

Any controlling shareholder and actual controller of the Company shall not restrict or obstruct minority investors' proper exercise of voting rights or prejudice the legitimate rights and interests of the Company or minority investors.

Article 48 If the procedures for convening, or the method of voting at, a general meeting violate any laws or administrative regulations or the Articles of Association, or the content of a resolution violates the Articles of Association, shareholders may request a people's court of competent jurisdiction to set aside such resolution within 60 days from the date on which the resolution is passed.

Article 49 A shareholder shall have the right to speak and vote at a general meeting unless an individual shareholder is required to abstain from voting on a particular matter under specific matters as stipulated in the Listing Rules, a shareholder who has completed the listing rules. A shareholder (or his or her proxy registration procedures shall have the right to vote on-site at the general meeting. Other shareholders who have not completed the registration procedures shall have the right to participate in the voting through other means established by the Company in accordance with the requirements of the Shenzhen Stock Exchange and the

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Hong Kong Stock Exchange. Shareholders (including proxies) shall exercise his or her their voting rights according to the number of voting shares represented by him or her. Each Shares they represent, and each share shall carry have one vote. Shareholders shall have the right to speak at a general meeting.

If a shareholder has a connected relationship with matters to be deliberated at a general meeting, such shareholder shall withdraw from voting, his or her voting shares shall not be counted towards the total number of voting shares held by shareholders present at the general meeting. The minutes of the resolution of the general meeting shall fully disclose the voting results of non-connected shareholders.

The Company's shares hold no voting rights and shall not be counted towards the total number of voting shares held by shareholders present at the general meeting. Where the purchase of the Company's voting shares by a shareholder violates the provisions of Paragraphs 1 and 2 of Article 63 of the Securities Law, the voting rights of the shares exceeding the prescribed proportion shall not be allowed to exercise within 36 months after the purchase, and those shares shall not be included in the total number of voting shares at the general meeting.

The Board, independent non-executive directors, holders of domestic shares who, individually or jointly, hold 1% or more of the voting shares in the Company, or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the CSRC may solicit publicly the voting rights of shareholders. If the listing rules of the stock exchange where shares in the Company are listed provide otherwise, such rules shall prevail.

When shareholders' voting rights are solicited, it shall disclose sufficient information regarding voting intention the solicitor. It is prohibited to solicit shareholder's voting rights by paying compensation or disguised compensation. Except for statutory conditions, the Company shall not impose any minimum shareholding limitation on solicitation of voting rights.

When a matter that could materially affect the interests of minority investors is deliberated at a general meeting, the votes by minority investors shall be counted separately, and the results of such separate counting shall be disclosed publicly in a timely manner in accordance with relevant laws and regulations and the rules of the stock exchange where shares in the Company are listed.

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Article 50 Lists of candidates for directors and supervisors shall be proposed by motion to general meetings for voting.

Methods and procedures for nominating directors and supervisors of the Company are as follows:

(I) In the case of a re-election of the Board or an addition to the Board, the incumbent Board or shareholders individually or jointly holding 3% or more of the shares in the Company may nominate, without exceeding the number of persons to be elected, candidates for the positions of non-employee representative directors for the next session of the Board or a candidate for the additional position of non-employee representative director;

(II) In the case of a re-election of the Supervisory Committee or an addition to the Supervisory Committee, the incumbent Supervisory Committee or shareholders individually or jointly holding 3% or more of shares in the Company may nominate, without exceeding the number of persons to be elected, candidates for the positions of non-employee representative supervisors for the next session of the Supervisory Committee or a candidate for the additional position of non-employee representative supervisor;

(III) The aforesaid shareholders shall provide the incumbent Board or Supervisory Committee, as the case may be, with the resumes and basic information about their nominated candidates for the positions of directors or supervisors. The incumbent Board or Supervisory Committee, as the case may be, shall review their qualifications for the positions. Qualified candidates shall be submitted to a general meeting for election; and

(IV) Each candidate for the position of director or supervisor shall undertake to the Company in writing as required by the Company that he or she agrees to accept the nomination, warrants that the information submitted about himself or herself is true and complete and undertakes that he or she will duly perform duties upon being elected, among other things.

Article 51 When election of a director or supervisor is put to vote at a general meeting, a cumulative voting system may be adopted in accordance with the Articles of Association or as resolved by the general meeting.

The "cumulative voting system" referred to in the preceding paragraph means a voting system under which each share has a number of votes corresponding to the number of directors or supervisors to be elected at a general meeting, and a shareholder may cast all his or her votes to one candidate or to more.

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Article 52 Except for cumulative voting, a general meeting shall vote on all the motions one by one. Where different motions on the same matter are proposed, such motions shall be voted on in the time sequence in which they are proposed. Unless the general meeting is adjourned or cannot come to a resolution due to force majeure or any other special reasons, the general meeting shall not set aside any motion or withhold any motion from voting.

Article 53 No change shall be made to a motion when it is deliberated at a general meeting. Otherwise, such change shall be deemed as a new motion and shall not be voted on at the same general meeting.

Article 54 Each vote can be cast only by one means, either by on-site voting or by any other means available. Where one vote is cast more than once, the first cast shall count.

Article 55 Voting at general meetings shall be conducted by open ballot.

Shareholders attending a general meeting shall take one of the following stances when a motion is put up for voting: for, against or abstain, unless the securities registration and clearing institution, as the nominee holder of shares under the Mainland-Hong Kong Stock Connect program, make a declaration according to the intention of actual holders. A vote that is left blank, wrongly written or illegible or is not cast shall be deemed as a waiver of voting right by the voter, and the voting result with respect to his or her shares shall be counted as an abstention.

If, under the Hong Kong Listing Rules, any shareholder is required to abstain from voting on any resolution or to vote only for or against any resolution, any vote cast by or on behalf of such shareholder in contravention of such requirement shall not be counted.

Article 56 Before any motion is voted on at a general meeting, two shareholder representatives shall be elected to participate in vote counting and scrutinizing. If a shareholder has any connection with any matter to be deliberated, such shareholder or his or her proxy shall not participate in the counting or scrutinizing of voting.

After a motion is voted on at the meeting, the counting of votes and scrutinizing of the vote counting shall be conducted jointly by lawyers, shareholder representatives and supervisor representatives. The voting results shall be announced on site immediately and be recorded in the minutes of the meeting.

The chairman of the meeting shall announce the voting details and result of each motion and whether the motion has been passed based on the voting result.

A shareholder of the Company or his or her proxy who casts votes online or by other means shall be entitled to check his or her voting results through the relevant voting system.

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Article 57 A general meeting held on site shall not end earlier than voting online or voting by any other means. The chairman of the meeting shall announce the voting details and result of each motion and whether the motion has been passed based on the voting result. Such result shall be announced at the meeting and recorded in the minutes of meeting. The minutes of meeting, together with the sign-in book for shareholders present and proxy forms shall be kept at the Company's domicile.

Before a voting result is officially announced, the vote counters, scrutineers, majority shareholders, internet services providers and other parties involved in on-site, online and other means of voting shall keep the voting result confidential.

Article 58 A resolution of a general meeting shall be announced in a timely manner, and shall state the number of shareholders and proxies attending the meeting, the total number of voting shares held or represented by them and its percentage in the total number of voting shares in the Company, voting methods, voting result of each motion, and details about each resolution passed at the meeting.

Article 59 If any motion is not passed, or the current general meeting amends a resolution of the last general meeting, such event shall be specially noted in the minutes of the resolution of the current general meeting.

Article 60 If the chairman of the meeting has any doubt about the voting result of a resolution, he or she may arrange recounting of the votes cast. If the chairman does not arrange the recounting, shareholders or their proxies present who dissent from the result shall have the right to request recounting of the votes immediately after the voting result is announced, and the chairman shall promptly arrange recounting of the votes.

Article 61 Minutes shall be prepared for each general meeting by the secretary to the Board. The minutes shall contain the following details:

(I) Time, venue and agenda of the meeting and name of the convener;

(II) Name of the chairman of the meeting and names of directors, supervisors, the general manager and other officers attending the meeting with or without a voting right;

(III) Number of shareholders and proxies attending the meeting, total number of voting shares they represent and the respective percentages of their voting shares to the total share capital of the Company;

(IV) Deliberation process, key points of discussion and voting results of each motion;

(V) Shareholders' inquiries and suggestions and answers or explanations thereto;

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(VI) Names of vote counters and scrutineers of vote counting;

(VII) Other information required to be included in minutes under the Articles of Association.

Directors, supervisors, the secretary to the Board and the convener or the representative(s) thereof attending the meeting and the chairman of the meeting shall sign the minutes and ensure that the content of the minutes is true, accurate and complete. The minutes shall be kept, together with the sign-in book for shareholders present at the meeting, proxy forms and valid information about other means of voting, for a period of no less than ten years. Shareholders may access photocopies of minutes of meetings during the Company's office hours free of charge. If any shareholder requests for a photocopy of relevant minutes, the Company shall send the photocopy within seven days upon receipt of a reasonable charge therefor.

Article 62 The convener of a general meeting shall ensure that the meeting is held continuously until final resolutions are passed. If the meeting is suspended or resolutions cannot be made due to force majeure or any other special causes, the convener shall take necessary measures to resume or terminate the meeting as soon as practicable. At the same time, the convener shall report to the local branch of the CSRC in the locality of the Company and the stock exchange where shares in the Company are listed.

Chapter 6 Special Procedures for Voting by Class Shareholders

Article 63 A shareholder who holds a particular class of shares is a class shareholder, who shall enjoy rights and assume obligations in accordance with laws, administrative regulations, the listing rules of the stock exchange where shares in the Company are listed and the Articles of Association.

Article 64 The Company shall not change or abolish the rights of shareholders of a particular class unless such change or abolishment has been approved by a special resolution at a general meeting and by the affected shareholders of such class at a separate class meeting convened in accordance with Articles 66 to 70.

Article 65 The rights of shareholders of a particular class shall be deemed to have been changed or abolished in case of:

(I) An increase or decrease in the number of shares of such class, or an increase or decrease in the number of shares of a class having voting rights, distribution rights or other privileges equal or superior to those of the shares of such class;

(II) Conversion of all or part of the shares of such class into shares of another class, or conversion of all or part of the shares of another class into shares of such class, or grant of the rights of such conversion;

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(III) A cancellation or reduction of rights to accrued dividends or cumulative dividends attached to the shares of such class;

(IV) A reduction or cancellation of preferential rights attached to the shares of such class to receive dividends or, in the event of liquidation of the Company, to receive distributed property;

(V) An addition, cancellation or reduction of share conversion rights, options, voting rights, transfer rights, preemptive rights or rights to acquire securities of the Company attached to the shares of such class;

(VI) A cancellation or reduction of rights attached to the shares of such class to receive amounts payable by the Company in a particular currency;

(VII) Creation of a new class of shares with voting rights, distribution rights or other privileges equal or superior to those of the shares of that class;

(VIII) An imposition of restrictions or additional restrictions on transfer of or ownership of the shares of such class;

(IX) An issuance of rights to subscribe for, or convert into, the shares of such class or another class;

(X) An increase in the rights and privileges of the shares of another class;

(XI) A restructuring plan of the Company that causes shareholders of different classes to bear liability other than on a pro rata basis during the restructuring;

(XII) Any amendment to or repeal of the provisions of this section.

Article 66 Shareholders of the affected class, whether or not they otherwise have a right to vote at a general meeting, shall have the right to vote at class meetings in respect of matters referred to in paragraphs (II) to (VIII) and (XI) to (XII) of Article 65, but interested shareholders shall have no right to vote at such class meetings.

Article 67 Passing of a resolution at a class meeting requires affirmative votes of two-thirds or more of the voting rights held by shareholders of such class attending the meeting in accordance with Article 66 hereof.

Article 68 The notice period of a class meeting held by the Company shall be subject to relevant provisions in relation to the notice period of a general meeting of the Articles of Association; provided that, if the listing rules of the stock exchange where shares in the Company are listed provide otherwise, such listing rules shall prevail.

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Article 69 The notice of a class meeting shall be given only to shareholders entitled to vote at the meeting. Procedures for holding a class meeting shall be as similar as possible to those for a general meeting. The provisions of the Articles of Association in relation to the procedures for holding a general meeting shall apply to a class meeting.

Article 70 Apart from holders of other classes of shares, a holder of domestic shares and a holder of overseas-listed foreign shares shall be deemed to be different classes of shareholders.

The special procedures for voting by class shareholders are not applicable to the following circumstances:

(I) With approval by a special resolution at a general meeting, the Company issues domestic shares and overseas-listed foreign shares separately or concurrently every 12 months, and the respective numbers of the domestic shares and overseas-listed foreign shares to be issued do not exceed 20% of outstanding shares of their respective classes;

(II) The Company’s plan to issue domestic shares and overseas-listed foreign shares upon its incorporation is fulfilled within 15 months from the date of approval by the securities regulator under the State Council;

(III) A holder of domestic shares in the Company transfers his or her shares to a foreign investor with approval from the securities regulator under the State Council, and such shares are listed on an overseas stock exchange.

Chapter 7 Implementation of Resolutions

Article 71 The Board shall be responsible for organizing the implementation of the resolutions made at the general meetings and shall instruct the officers of the Company to implement the resolutions in accordance with the content of the resolutions and the division of responsibilities. Matters required by the general meeting to be implemented by the Supervisory Committee shall be directly organized and implemented by the chairman of the Supervisory Committee.

Article 72 The Board shall report the results of the implementation of resolutions to the general meeting. The Supervisory Committee shall report the matters implemented by itself to the general meeting.

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Chapter 8 Supplementary Provisions

Article 73 These Rules shall be implemented as of the date of approval by the general meeting. For these Rules to be amended, the Board shall propose an amendment plan to the general meeting for deliberation and approval, and no amendment shall take effect until approved by the general meeting.

Article 74 These Rules shall be consistent and implemented in accordance with relevant provisions of the Company Law, the Securities Law, regulations, normative documents, the listing rules of the stock exchanges where shares in the Company are listed and the relevant provisions of the Articles of Association of the Company. Where these Rules conflict with any law, regulation, normative document or the listing rules of any stock exchange where shares in the Company are listed, such law, regulation, normative document or listing rules shall prevail. Any matters not covered herein shall be governed by relevant laws, regulations, normative documents, the listing rules of the stock exchanges where shares in the Company are listed and the Articles of Association.

Article 75 These Rules shall be amended and improved by the general meeting in time in accordance with national laws, regulations and normative documents promulgated by the securities regulator from time to time, to satisfy the needs of the Company's development, operation and management.

Article 76 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.

Article 77 These Rules shall be interpreted by the Board of the Company.

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Note: If there is any discrepancy between the English and the Chinese versions, the Chinese version shall prevail.

APPENDIX XVI

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PHARMARON BEIJING CO., LTD.

Rules of Procedure for the Board Meetings

Chapter I General Provisions

Article 1 The rules is hereby formulated and enacted in accordance with the provisions of the Company Law of the People's Republic of China (the "Company Law"), the listing rules of the stock exchange(s) where the Company's shares are listed (including but not limited to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "Listing Rules")) and the provisions of the Articles of Association of Pharmaron Beijing Co., Ltd. (the "Articles of Association") in order to regulate the action of the Company and ensure that the general meeting exercises its power.

Article 2 The Company establishes a board of directors (the "Board"), which is elected and entrusted by the general meeting to operate and manage the Company's legal property. It is the Company's business decision-making body and accountable to the general meeting.

Article 3 The Board shall, when exercising its power, abide by the relevant laws and regulations issued by the State, the listing rules of the stock exchange(s) where the Company's shares are listed, the Articles of Association and the resolutions of the general meeting, and consciously accept the supervision of the supervisory committee of the Company. Matters subject to the approval of relevant authorities of the State shall be reported for approval before implementation.

Article 4 The Board shall establish strict inspection and decision-making procedures in accordance with the scope of authorization of outbound investment, acquisition and sale of assets, borrowings, external guarantee, related transactions and connected transactions; it shall organize for specialists or professionals to assess and examine material investment projects, and submit such investment projects to the general meeting for approval.

Chapter II Proposals, Convening and Notification Procedures for Board Meetings

Article 5 Boarding meetings come in the regular and the extraordinary.

Shareholders representing more than one-tenth of the voting rights and directors or supervisory committee more than one-third, or more than half of the independent non-executive directors may propose an extraordinary board meeting. The chairman of the Board shall convene and preside over an extraordinary board meeting within ten days after receiving the proposal. The chairman of the Board may decide to convene and preside over an extraordinary board meeting when he/she deems it necessary. Where the securities regulatory authorities require the Company to convene an extraordinary board meeting, the chairman shall convene and preside over the Board meeting within ten days upon the receipt of such proposal.

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Article 6 Board meetings shall be convened by the chairman of the Board. Where the chairman fails to or is unable to exercise his/her power, a director shall be jointly nominated by more than half of the directors to convene a board meeting.

Article 7 The Board shall notify all the directors, supervisors by written notice fourteen days before it convenes a regular meeting.

The Board shall convene an extraordinary Board meeting by means of person sent mail, fax, e-mail, SMS (Short Message Service), EDI (Electronic Data Interchange) and other forms of data messages that can tangibly represent the contents contained therein; and the time limit for the notice shall be: not later than 5 days prior to the convening of the extraordinary Board meeting for notification or service of notice.

However, with the unanimous agreement of all directors, the time limit for notification of an extraordinary Board meeting on a matter of special urgency may be exempted from the above paragraph.

Article 8 Matters subject to the consideration and resolution of the Board shall be made by means of a proposal. The Board's proposals shall be collected, collated and submitted by the Secretary to the Board for consideration and resolution.

Article 9 The following entities shall have the right to submit proposals to the Board:

(I) Any director;

(II) Special Committees under the Board;

(III) The supervisory committee;

(IV) Shareholders holding more than 3% of the Company's shares individually or in combination;

(V) The General Manager, the chief financial officer and the Secretary to the Board.

Article 10 Where an extraordinary board meeting is proposed in accordance with the provisions of the preceding article, a written proposal signed (sealed) by the proposer shall be submitted through the securities division or directly to the chairman. A written proposal shall contain, but not limited to, the following items:

(I) The name of the proposer;

(II) The reason for the proposal or the objective reason on which the proposal is based;

(III) A clear-cut and specific proposal;

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(IV) The proposer’s contact details, the date of the proposal, etc.

The content of the proposal shall fall within the competence of the Board stipulated in the Articles of Association, and the materials relating to the proposal shall be submitted together.

Upon the receipt of the above-mentioned written proposal and related materials, the securities division shall submit it to the chairman of the Board on the same day. Where the chairman deems that the content of the proposal is unclear, unspecified or the relevant materials are not sufficient, he/she may request the proposer to modify or supplement the proposal. Where the proposal meets the requirements, the chairman shall determine the arrangements for the meeting and the securities division shall issue a notice of board meeting.

Article 11 The notice of a board meeting shall contain the following contents:

(I) The date and venue of the meeting;

(II) The way in which the meeting is held;

(III) The duration of the meeting;

(IV) The reason for convening the meeting and agenda thereof;

(V) Materials necessary for directors’ voting at the meeting;

(VI) The requirement that directors shall attend the meeting in person or entrust another director to attend the meeting on his/her behalf;

(VII) The convener and moderator of the meeting, the proposer of the extraordinary meeting and other written proposals;

(VIII) Contact and contact details;

(IX) The date of issue of notice.

Article 12 After the notice of a regular board meeting is issued, if it is necessary to change the time, venue or other matters of the meeting or to add, change or cancel any proposals of the meeting, a written notice of the change shall be issued three days before the date of the scheduled meeting, specifying the situation and the relevant contents of the new proposal and materials. Where the scheduled meeting is to be held in less than three days, it shall be postponed accordingly or held on schedule after obtaining the approval of all the participating directors.

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After the notice of an extraordinary board meeting is issued, if it is necessary to change the time, venue or other matters of the meeting or to add, change or cancel any proposals of the meeting, the approval of all attending directors shall be obtained in advance and recorded accordingly.

Article 13 A board meeting shall not be held unless more than half of the directors are present. A board meeting shall be attended by the directors in person. If a director is unable to attend for any reason, he/she may entrust another director by a power of attorney to attend on his/her behalf. The power of attorney shall indicate the name of the agent, the agency matters, authorities and term of validity, and shall be signed or stamped by the appointer. Where voting matters are involved, the appointer shall expressly express his/her consent, objection or abstention on each matter in the power of attorney, and the directors shall not make or accept an entrustment of non-voting intention, full power or an entrustment with an unclear scope of authority. The director who attends the meeting on behalf of another director shall exercise the rights of the directors within the scope of authorization. Where a director fails to attend a board meeting or to appoint an agent, he/she shall be deemed to have waived his/her right to vote at that meeting.

Where a director entrusts another director to sign written confirmations on periodic reports on his/her behalf, he/she shall give special authorization in the power of attorney. The entrusted director shall submit the written power of attorney to the Secretary to the Board and the entrusted attendance shall be stated in the resolution of the Board and the meeting minutes.

Article 14 Directors entrust or entrusted by others to attend board meetings shall observe the following principles:

(I) The director shall not entrust any persons other than a director to attend the board meeting;

(II) When matters of related transactions are considered, a non-associated director may not entrust any associated directors to attend on his/her behalf; and associated directors may not accept the entrustment of non-related directors;

(III) An independent non-executive director may not entrust an executive director and non-executive director to attend on his/her behalf, nor may an executive director and non-executive director accept the entrustment of an independent non-executive director;

(IV) A director shall not entrust another director to attend on his/her behalf without stating his/her personal opinions and voting opinions on any proposal, nor shall the directors concerned accept the full power of attorney and an entrustment with an unclear scope of authority;

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(V) A director shall not accept the entrustment of more than two directors, nor shall he/she entrust a director who has accepted the entrustment of two other directors to attend on their behalf.

Article 15 The Secretary to the Board of the Company shall attend each and every board meeting, and the supervisors and general managers of the Company shall have the right to attend the board meetings.

Where matters considered at the meeting fall within their terms of reference, the vice general managers, financial controllers and other senior management of the Company may attend a board meeting at the invitation of the chairman of the meeting.

The Board may invite intermediaries or industry, business, law, finance and other experts to attend board meetings and provide professional advice.

The Board, in principle, shall not invite journalists or other unrelated persons to attend the meeting. Where such invitation is required exceptionally, the chairman of the meeting shall seek the opinions of other directors and may not invite the aforesaid persons until a majority of all the directors have agreed.

To speak at the meeting, the participants shall obtain the consent and submit to the arrangements of the chairman of the meeting.

If the chairman of the meeting considers that the matter considered at the meeting involves company secrets, he/she may request the participants to recuse themselves.

Article 16 The board meetings shall be held on the spot in principle. If necessary, with the consent of the convener (chairman of the meeting) and the proposer, the meeting may also be held by such forms of communication as video, telephone, fax or e-mail, on the premise of ensuring the full expression of the opinions of the directors. Board meetings may also be held on the spot in parallel with other methods.

For board meetings not held on the spot, the number of directors present shall be calculated based on the valid voting votes of directors with video presentation, directors who express their opinions in the conference call, and actual receipts of faxes or e-mails within the specified time limit, or the written confirmation letters submitted by the directors afterwards stating that they have attended the meeting.

Article 17 The chairman of the meeting shall request the directors present at the board meeting to express their clear-cut opinions on the various proposals.

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For motions that are required to be considered at a special meeting of independent non-executive directors in accordance with the regulations, the chairman of the meeting shall, before discussing the proposal, appoint an independent non-executive director to read out the opinion of the special meeting of the independent non-executive directors.

If any directors obstruct the normal progress of the meeting or influence the speech of other directors, the chairman of the meeting shall stop that director in a timely manner.

Article 18 Directors shall read relevant meeting materials carefully and express their opinions independently and prudently on the basis of a full understanding of the situation.

Directors can obtain relevant information required for decision-making from relevant persons and institutions such as the securities division, convener of the meeting and other senior management, special committees, accounting firms and law firms. Directors may also propose to the presider during the meeting to invite the above personnel and institutional representatives to attend the meeting and explain relevant situations.

Article 19 For each proposal, the presider shall request the attending directors for a vote in a timely manner after full discussion.

The voting at the meeting shall be conducted by means of one person one vote, registered or written. In the event of a tie between for and against, the chairman of the Board is entitled to one additional vote. For board meetings not held on the spot, attending directors may, submit their voting opinions by video presentation, personal service, fax, letter and other written means to the Secretary to the Board within the voting time limit.

The voting opinions of directors include For, Against and Abstain. The attending directors shall choose one of the above opinions. If no choice is made or two or more intentions are chosen at the same time, the chairman of the meeting shall request the director to make a new choice. Refusal to choose shall be deemed as an abstention. Those who leave the venue without returning and do not make a choice shall be regarded as an abstention.

Article 20 Upon the completion of the voting of attending directors, the Secretary to the Board shall collect the voting votes of the directors in a timely manner for statistics. For meetings held on the spot, the chairman of the meeting shall announce the voting result on the spot; in other cases, the chairman of the meeting shall request the Secretary to the Board to notify the directors of the results before the next working day after the end of the prescribed voting time limit. If any directors vote after the announcement of the voting result by the chairman of the meeting or after the end of the voting time, his/her vote shall not be counted.

Article 21 Unless otherwise specified in the Rules, for the Board to consider and approve any proposal of the meeting and conclude relevant resolution, more than half of the directors of the Company shall vote in favor of the proposal. Where laws, regulations, normative

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documents, the listing rules of the stock exchange(s) where the Company’s shares are listed and the Articles of Association stipulate that the Board shall obtain the consent of more directors to form a resolution, the provisions contained therein shall prevail.

For the Board to, within its competence, make a resolution on the matter of guarantee in accordance with the provisions of the Articles of Association, in addition to the consent of a majority of all directors of the Company, the consent of more than two-thirds of the attending directors shall be obtained.

In case of any contradiction between the content or the meaning of different resolutions, the latest formed resolution shall prevail.

Article 22 If the associated directors (include the circumstances set out in Article 13.44 of the Listing Rules) avoid voting, a board meeting may be held in the presence of more than half of the unrelated directors, and any resolution formed therein shall be adopted by more than half of the unrelated directors, and the matters of the external guarantee are subject to the approval of more than two-thirds of the unrelated directors. If the number of attending unrelated directors is less than three, the relevant proposal shall not be voted on, but shall be submitted to the general meeting for consideration.

Article 23 The Board shall act in strict accordance with the authorization of the general meeting and the Articles of Association of the Company, and shall not overstep its authority to form a resolution.

Article 24 Where a resolution on the distribution of profits of the Company is to be made at the board meeting, the certified public accountant may be first notified of the proposed distribution plan to be submitted to the Board for consideration and required to produce a draft audit report accordingly (all financial data other than those related to distribution determined). After the Board has made a resolution on distribution, it shall require the certified public accountant to issue a formal audit report, based on which the Board shall then make a resolution on other relevant matters of the periodic report.

Article 25 In case that a proposal is not passed, it shall not be considered by the Board within one month in the absence of any significant change in the relevant conditions or factors.

Article 26 If more than one half of the attending directors or more than two independent non-executive directors deem any proposal unclear and unspecified, or unable to make a judgment on the matter due to other reasons such as insufficient meeting materials, the chairman of the meeting shall request the meeting to put the voting on the subject on hold.

The director proposing a stay of voting shall make requirements on the conditions to be met for the proposal to be submitted for reconsideration.

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Article 27 Board meetings convened on the spot and by video, telephone, etc. may be recorded as necessary.

Article 28 The Secretary to the Board shall record board meetings in person or by designating any staff member, and shall be responsible for the truthfulness and accuracy of the meeting minutes. The meeting minutes shall contain the following items:

(I) The date and venue of the meeting and the name of the convener;

(II) The names of the directors present and of directors (agents) appointed by others to attend the board meeting;

(III) The agenda of the meeting;

(IV) The main points made by the directors;

(V) The table method and results of each item (the results of the table shall indicate the number of votes approved, opposed or abstained);

(VI) Other matters that should be recorded in the opinion of attending directors.

Article 29 The directors shall be responsible for resolutions of the Board. Where the resolution of the Board violates laws, administrative regulations or the Articles of Association of the Company or the resolution of the general meeting, resulting in substantial losses to the Company, the directors involved in the resolution shall be liable to the Company. However, the director may be exempted from the liability if his/her objection has been expressed at voting time and recorded in the meeting minutes.

The attending directors shall sign and confirm the meeting minutes on behalf of themselves and the directors who entrust them to attend the meeting on their behalf. Where any directors have different opinions on the meeting minutes, he/she may make a written explanation when signing.

Where a board meeting isn't convened on the spot, the Secretary to the Board shall, at the most recent on-the-spot board meeting or other convenient and appropriate time, request the directors attending the previous meeting to sign the resolutions and minutes of that meeting.

Where a director neither signs for confirmation as provided for in the preceding paragraph nor makes a written statement of his/her different opinions, he/she shall be deemed to have fully agreed with the contents of the meeting minutes.

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Article 30 The announcement of the resolutions of the Board shall be handled by the Secretary to the Board in accordance with the relevant provisions of the listing rules of stock exchanges. Prior to the disclosure of the announcement of any resolution, the attending directors and other participants, recorders and service personnel shall have the obligation to keep the contents of the resolution confidential.

Article 31 The chairman of the Board shall urge the relevant personnel to implement and check the implementation of the resolutions of the Board, and inform the Board at future meetings of the implementation of the resolutions that have been formed.

The Secretary to the Board shall report to the chairman of the Board on the implementation of the resolutions of the Board in a timely manner, and convey the opinions of the chairman truthfully to the directors and the management of the Company.

The Secretary to the Board may assist the Board to supervise and inspect the implementation of the resolutions made by the Board by collecting and consulting relevant documents and information and communicating with relevant personnel.

The Board may require members of the management to report orally or in writing to the Board on the implementation of the resolutions of the Board and the major production and operation of the Company.

Article 32 The records of board meetings, including meeting notices and materials, the check-in book, the power of attorney of directors who entrust others to attend on their behalf, the recording materials, the voting votes, the meeting minutes confirmed by attending directors with signature, etc., shall be kept by the Secretary to the Board.

The minutes of board meetings shall be kept for not less than ten years.

Chapter III Supplementary Provisions

Article 33 The "above" or "within" as mentioned in the Rules of Procedure shall be inclusive of the relevant figure; while "over", "less than", and "more than" shall be exclusive of the relevant figure.

Article 34 The Rules of Procedure shall be consistent and implemented in accordance with relevant provisions of such laws as the Company Law, the Securities Law, regulations, normative documents and the listing rules of the stock exchange(s) where the Company's shares are listed and the relevant provisions of the Articles of Association of the Company. In case of any inconsistency or any matters not covered herein, the relevant laws, regulations, normative documents, the listing rules of the stock exchange(s) where the Company's shares are listed and the relevant provisions of the Articles of Association of the Company shall prevail.

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Article 35 The Rules of Procedure shall be implemented as of the date of approval by the general meeting of the Company. For the Rules of Procedure to be amended, the Board shall propose an amendment plan for the consideration and approval by the general meeting, which shall not enter into force without the approval of the general meeting.

Article 36 The Rules of Procedure shall be interpreted by the Board of the Company.

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Note: If there is any discrepancy between the English and the Chinese versions, the Chinese version shall prevail.

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NOTICE OF ANNUAL GENERAL MEETING

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.

廖盈化成
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 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

Work Report of the Board of Directors for the year 2024.
Work Report of the Supervisory Committee for the year 2024.
Financial Statements for the year 2024.
2024 Profit Distribution.
2024 Annual Report’s full text and report summary and 2024 Annual Results Announcement.
Remuneration of the Directors for the year 2025.
Remuneration of the Supervisors for the year 2025.
Confirmation of Hedging Transactions for the year 2024 and Hedging Quota for the year 2025.
Engagement of Domestic Financial and Internal Control Auditors for the year 2025.
Engagement of International Auditor for the year 2025.
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NOTICE OF ANNUAL GENERAL MEETING

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

SPECIAL RESOLUTIONS

External Guarantees Quota for the year 2025.
Amendment to the existing First H Share Award and Trust Scheme.
Adoption of the 2025 H Share Award and Trust Scheme.
Grant of General Issuance Mandate.
Grant of the Repurchase Mandate.
Increase in the Registered Capital and Amendments to the Articles of Association.
Amendments to the Rules of Procedure for the General Meetings.
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

NOTICE OF ANNUAL GENERAL MEETING

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.

213 -

NOTICE OF THE FIRST H SHARE CLASS MEETING OF 2025

康惠化成
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 FIRST H SHARE CLASS MEETING OF 2025

NOTICE IS HEREBY GIVEN THAT the first H Share Class Meeting of 2025 (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 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 after the conclusion of the Annual General Meeting of 2024 to be held 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.

SPECIAL RESOLUTIONS

Grant of the Repurchase Mandate.
Increase in the Registered Capital and Amendments to the Articles of Association.

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 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 H Share Class Meeting. 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

NOTICE OF THE FIRST H SHARE CLASS MEETING OF 2025

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. 1:30 p.m. on Thursday, June 19, 2025 (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 H Share Class Meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

(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:

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: Securities Affairs Department
Fax: 86 010-57330087

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

215 -

AI assistant

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

50881_rns_2025-05-29_c94b7708-0914-478a-8dbc-73def59b82ca.pdf

Pharmaron Beijing Co., Ltd.

康龍化成(北京)新藥技術股份有限公司

Pharmaron Beijing Co., Ltd.

康龍化成(北京)新藥技術股份有限公司

1. INTRODUCTION

ORDINARY RESOLUTIONS

2. WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2024

3. WORK REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2024

4. FINANCIAL STATEMENTS FOR THE YEAR 2024

5. 2024 PROFIT DISTRIBUTION

Tax Arrangements in respect of the 2024 Profit Distribution

Profit Distribution to Investors of Shenzhen-Hong Kong Stock Connect

Profit Distribution to Investors of Southbound Trading

Closure of Register of Members

Warning of Risks of Dealing in the H Shares

Reasons for the 2024 Profit Distribution

6. 2024 ANNUAL REPORT'S FULL TEXT AND REPORT SUMMARY AND 2024 ANNUAL RESULTS ANNOUNCEMENT

7. REMUNERATION OF THE DIRECTORS FOR THE YEAR 2025

8. REMUNERATION OF THE SUPERVISORS FOR THE YEAR 2025

9. CONFIRMATION OF HEDGING TRANSACTIONS FOR THE YEAR 2024 AND HEDGING QUOTA FOR THE YEAR 2025

10. PROPOSED ENGAGEMENT OF DOMESTIC FINANCIAL AND INTERNAL CONTROL AUDITORS FOR THE YEAR 2025

11. PROPOSED ENGAGEMENT OF INTERNATIONAL AUDITOR FOR THE YEAR 2025

12. PROPOSED AMENDMENTS TO THE RELATED PARTY/CONNECTED TRANSACTIONS MANAGEMENT POLICY

13. PROPOSED AMENDMENTS TO THE SPECIAL STORAGE AND USE OF PROCEEDS MANAGEMENT POLICY

14. PROPOSED AMENDMENTS TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS WORKING POLICY

15. PROPOSED AMENDMENTS TO THE PROCEDURE FOR A SHAREHOLDER TO NOMINATE A PERSON FOR ELECTION AS A DIRECTOR

16. PROPOSED BY-ELECTION OF NON-EXECUTIVE DIRECTOR OF THE THIRD SESSION OF THE BOARD

SPECIAL RESOLUTIONS

17. EXTERNAL GUARANTEES QUOTA FOR THE YEAR 2025

18. PROPOSED AMENDMENT TO THE EXISTING FIRST H SHARE AWARD AND TRUST SCHEME

19. PROPOSED ADOPTION OF THE 2025 H SHARE AWARD AND TRUST SCHEME

Proposed authorization to the Board to handle matters relating to the 2025 H Share Award and Trust Scheme

20. PROPOSED GRANT OF GENERAL ISSUANCE MANDATE

21. PROPOSED GRANT OF THE REPURCHASE MANDATE

22. PROPOSED INCREASE IN THE REGISTERED CAPITAL AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The proposed increase in the registered capital of the Company

The proposed amendments to the Articles of Association

Proposed authorization for registration of the increase in the registered capital and amendments to the articles of association

23. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE GENERAL MEETINGS

24. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE BOARD MEETINGS

25. THE 2024 AGM AND THE CLASS MEETINGS AND CLOSURE OF REGISTER OF MEMBERS

26. VOTING BY POLL

27. RECOMMENDATION

28. RESPONSIBILITY STATEMENT

WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2024

I. OPERATION RESULTS IN 2024

II. ADJUSTMENT OF THE COMPOSITION NUMBER OF THE BOARD OF DIRECTORS

III. PERFORMANCE OF DUTIES BY THE BOARD OF DIRECTORS

1. Meeting Convening Situation

2. Implementation of Resolutions of the General Meeting of Shareholders

3. Performance of Duties by Each Special Committee of the Board of Directors

(1) Performance of Duties by the Audit Committee during the Reporting Period

(2) Performance of Duties by the Remuneration and Appraisal Committee during the Reporting Period

(3) Performance of Duties by the Strategy Committee during the Reporting Period

(4) Performance of Duties by the Nomination Committee during the Reporting Period

4. Performance of Duties by Independent Non-executive Directors

5. Investor Relations Management

6. Environmental, Social and Governance

7. Information Disclosure

8. Review of the Company’s Corporate Governance Functions

(1) Review of the Company’s Corporate Governance Functions

(2) Review of the Company’s Shareholder Communication Policy

(3) Review of the Board Diversity Policy

(4) Review of the Whistle-blowing Policy and System

(5) Review of the Anti-Corruption Policy and System

(6) Review of the Code of Conduct for Directors and Employees in Securities Transactions of the Company

(7) Review of the Training and Continuous Professional Development of Directors and Senior Management Personnel

(8) Review of the Mechanism for the Company’s Board of Directors to Obtain Independent Views

(9) Review of the Formulation of the Company's Corporate Governance Policies and Practices

(10) Review of the Company's Policies and Practices in Complying with Laws and Regulatory Requirements

(11) Review of the Company's Code of Conduct for Employees and Directors and the Compliance Manual

IV. OUTLOOK FOR 2025

1. Continuously Strengthen the Construction of the Board of Directors and Improve the Efficiency of Corporate Governance

2. Adhere to High-quality Information Disclosure

3. Actively Convey Corporate Value and Protect the Legitimate Rights and Interests of Investors

4. Actively Practice the ESG Concept and Promote the Sustainable Development of the Company

5. Main operational plan for 2025

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