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Pharmaron Beijing Co., Ltd — Proxy Solicitation & Information Statement 2026
May 21, 2026
50881_rns_2026-05-21_01200914-a015-4797-99a9-2f256290b35d.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.
康允化成
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 2025
NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of 2025 (the “2025 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 Juhui Hall, 5/F, Block B, Zhaolin Plaza, No. 19 Ronghua Middle Road, Beijing Economic and Technological Development Area, Daxing District, Beijing, the PRC on Friday, June 12, 2026 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 used herein shall have the same meanings as defined in the Company’s circular (the “Circular”) dated May 21, 2026.
ORDINARY RESOLUTIONS (Non-cumulative voting)
- Work Report of the Board for the year 2025.
- 2025 Profit Distribution and 2026 Interim Dividend Plan.
- 2025 Annual Report’s full text and report summary and 2025 Annual Results Announcement.
- Remuneration of the Directors for the year 2026.
- Adoption of the Remuneration Management Policy for Directors and Senior Management.
- Estimated Hedging Quota for the year 2026.
- Engagement of Domestic Financial and Internal Control Auditors for the Year 2026.
- Engagement of International Auditor for the Year 2026.
- Appointment of Non-executive Director of the Fourth Session of the Board.
ORDINARY RESOLUTIONS (Cumulative voting)
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Appointment of Executive Directors of the Fourth Session of the Board:
10.1 Appointment of Dr. LOU Boliang as an executive director of the Company;
10.2 Appointment of Mr. LOU Xiaoqiang as an executive director of the Company; and
10.3 Appointment of Ms. ZHENG Bei as an executive director of the Company. -
Appointment of Independent Non-executive Directors of the Fourth Session of the Board:
11.1 Appointment of Ms. LI Lihua as an independent non-executive director of the Company;
11.2 Appointment of Prof. TSANG King Fung as an independent non-executive director of the Company; and
11.3 Appointment of Ms. SHEN Rong as an independent non-executive director of the Company.
SPECIAL RESOLUTIONS (Non-cumulative voting)
- Estimated External Guarantees Quota for the year 2026.
- Grant of General Issuance Mandate.
- Increase in the Registered Capital.
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Amendments to the Articles of Association.
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Pursuant to the relevant provisions of the Articles of Association, cumulative voting system may be applied when election of the Directors is voted at the 2025 AGM. Cumulative voting system will be applied for the Resolutions Nos. 10-11 above. Cumulative voting system means that each share shall have the same voting right as the number of Directors to be elected, when election of Directors is voted at the 2025 AGM. The voting right held by Shareholders may be used collectively. The applicable cumulative voting system voted at the 2025 AGM shall be conducted under the following principles:
(i) The number of Director candidates may exceed the number of persons to be elected at the 2025 AGM whereas the number of persons to be elected voted by each Shareholder shall not exceed the number of Directors to be elected at the 2025 AGM. The total number of votes attributed may not exceed the number of votes owned by Shareholders, otherwise the votes will be invalid;
(ii) Executive Directors and independent non-executive Directors vote separately. When electing an executive Director, each Shareholder is entitled to receive the number of votes equal to the number of shares held by him/her multiplied by the number of executive Directors to be elected, during which the votes are only for executive Director candidates of the Company; when electing an independent non-executive Director, each Shareholder is entitled to receive the number of votes equal to the number of shares held by him/her multiplied by the number of independent non-executive Directors to be elected, during which the votes are only for independent non-executive Director candidates of the Company;
(iii) The election of Director candidates is determined in the order of number of votes, while the minimum votes for each elected person shall exceed half of the total number of shares held by Shareholders (including proxies) present at the 2025 AGM. If the number of elected Director is lower than the number of Director candidates to be elected at the 2025 AGM, Shareholders shall vote again as to the shortage on Director candidates without enough votes. The Company will conduct an additional election for the next general meeting if the shortage remains. If more than two (2) Director candidates receive the same votes, while only part of the persons may be elected as limited by the number of election, Shareholders shall individually vote again on the election for Director candidates with same votes.
Details of the above resolutions proposed at the 2025 AGM are contained in the Circular, which is available on the websites of The Stock Exchange of Hong Kong Limited (http://www.hkexnews.hk) and of the Company (www.pharmaron.com).
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CLOSURE OF REGISTER OF MEMBERS
H Shareholders who intend to attend the 2025 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 no later than 4:30 p.m. on Monday, June 8, 2026. H Shareholders whose names appear on the register of members of the Company on Tuesday, June 9, 2026 shall be entitled to attend and vote at the 2025 AGM. The register of members of the Company will be closed from Tuesday, June 9, 2026 to Friday, June 12, 2026 (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 21, 2026
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 Shing Chung Gilbert as employee representative Director; Mr. Li Jiaqing and Ms. Wan Xuan as non-executive Directors; Ms. Li Lihua, Prof. Tsang King Fung and Mr. Yu Jian as independent non-executive Directors.
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Notes:
(1) The register of members of the Company will be closed for the purpose of determining Shareholders' entitlement to attend the 2025 AGM from Tuesday, June 9, 2026 to Friday, June 12, 2026 (both days inclusive), during which period no transfer of Shares will be registered. In order to attend the 2025 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) no later than 4:30 p.m. on Monday, June 8, 2026 to complete registration. The H Shareholders listed on the register of the Company on Tuesday, June 9, 2026 shall have the right to attend and vote at the 2025 AGM.
(2) Subject to the approval of the resolution regarding the declaration of dividends at the 2025 AGM for 2025, 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 Wednesday, July 15, 2026. The register of members of the Company will be closed from Thursday, July 9, 2026 to Wednesday, July 15, 2026 (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 Wednesday, July 8, 2026.
(3) The Company shall duly despatch and publish the circular and form of proxy of shareholders of the 2025 AGM. Any shareholder of the Company ("Shareholder") who intends to appoint a proxy shall refer to the Circular, notice of 2025 AGM, 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 2025 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 2025 AGM can appoint one or more proxies to attend and vote at the 2025 AGM on his/her behalf. A proxy shall 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 2025 AGM or any adjournment thereof (i.e. 1:30 p.m. on Thursday, June 11, 2026 (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 2025 AGM.
(8) If a proxy attends the 2025 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 2025 AGM, such representative shall produce his/her identification document and the notarized copy of the resolution passed by the board or other authority or notarized copy of any authorization documents issued by such corporate shareholder.
(9) The 2025 AGM is expected to last for half a day. Shareholders who attend the 2025 AGM (in person or by proxy) shall bear their own traveling, accommodation and other expenses.
(10) The contact of the Company:
Address: Pharmaron Beijing Co., Ltd. (康龍化成(北京)新藥技術股份有限公司)
6 Tai-He Road, Economic Technological Development Area, Beijing, the PRC
Postal Code: 100176
Tel: 86 010-57330087
Contact Person: Securities Affairs Department
Fax: 86 010-57330087
(11) Further details of the resolutions are set out in the Circular.
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