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Pharmaron Beijing Co., Ltd Proxy Solicitation & Information Statement 2026

May 21, 2026

50881_rns_2026-05-21_053473ea-1a97-46b9-8bc3-1554db02a8c3.pdf

Proxy Solicitation & Information Statement

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7

康龙化成

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)

Form of Proxy for the Annual General Meeting of 2025

(Applicable to H Shareholders)

Number of H shares to which this form of proxy relates(Note 1)

I/We(Note 2)

of (address)

being the registered holder(s) of

(Note 3) H Shares of RMB1.00 each

in the share capital of Pharmaron Beijing Co., Ltd. (康龍化成(北京)新藥技術股份有限公司) (the "Company") hereby appoint the Chairman of the Meeting, or

of (address)

as my/our proxy to attend and vote for me/us on my/our behalf as directed below, or if no such indication is given then to vote as my/our proxy thinks fit, at the Annual General Meeting of 2025 (the "AGM") to 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. or at any adjournment thereof.

ORDINARY RESOLUTIONS (Non-cumulative voting)(Note A) FOR(Note 5) AGAINST(Note 5) ABSTAIN(Note 5)
1. Work Report of the Board for the year 2025.
2. 2025 Profit Distribution and 2026 Interim Dividend Plan.
3. 2025 Annual Report's full text and report summary and 2025 Annual Results Announcement.
4. Remuneration of the Directors for the year 2026.
5. Adoption of the Remuneration Management Policy for Directors and Senior Management.
6. Estimated Hedging Quota for the year 2026.
7. Engagement of Domestic Financial and Internal Control Auditors for the Year 2026.
8. Engagement of International Auditor for the Year 2026.
9. Appointment of Non-executive Director of the Fourth Session of the Board.
ORDINARY RESOLUTIONS (Cumulative voting)(Note A) Cumulative Votes (Please fill in the number of votes cast)(Note 6)
10. 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.
11. 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)(Note A) FOR(Note 5) AGAINST(Note 5) ABSTAIN(Note 5)
12. Estimated External Guarantees Quota for the year 2026.
13. Grant of General Issuance Mandate.
14. Increase in the Registered Capital.
15. Amendments to the Articles of Association.

Note A: Unless otherwise specified, capitalized terms used herein shall have the same meanings as those defined in the circular dated May 21, 2026.

Date:

Signature of Shareholder(s) (Note 6):


Notes:

  1. Please insert the number of shares registered in your name(s) to which this proxy relates. If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, the form of proxy will be deemed to relate to all shares registered in your name(s) (whether alone or jointly with others).

  2. Please insert the full name(s) and address(es) as registered in the register of members for H Shares of the Company in BLOCK LETTERS. The name of all joint registered holders should be stated and delete as appropriate.

  3. Please insert the number of shares of the Company registered in your name(s).

  4. If any proxy other than the Chairman of the Meeting is preferred, please strike out the words “the Chairman of the Meeting, or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote at the AGM on his/her behalf. A proxy needs not be a shareholder of the Company. Any alteration made to this form of proxy must be initialed by the person who signs it.

  5. Important: If you wish to vote for any resolution, please put a tick in the box marked “FOR”. If you wish to vote against any resolution, please put a tick in the box marked “AGAINST”. If you wish to vote abstention on any resolution, please put a tick in the box marked “ABSTAIN”. If the form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy is entitled to vote or abstain at his/her discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy is entitled, in relation to that particular proposed resolution, to vote or abstain at his/her discretion. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the AGM other than those set out in the notice convening the AGM.

  6. Application of cumulative voting method in the election of directors

Resolutions Nos. 10.1 to 10.3 are the sub-resolutions under resolution No. 10 (“Resolution on the election of executive directors of the fourth session of the Board”), and resolutions Nos. 11.1 to 11.3 are the sub-resolutions under resolution No. 11 (“Resolution on the election of independent non-executive directors of the fourth session of the Board”). In relation to the election of directors, the Company adopts a way of election under which the number of candidates is equal to the seats available and, in accordance with the articles of association of the Company, adopts cumulative poll in counting the votes and determining the poll results.

In respect of sub-resolutions Nos. 10.1 to 10.3, each share held by you shall have the number of votes equal to the number of the executive directors to be elected (i.e. 3). In respect of sub-resolutions Nos. 11.1 to 11.3, each share held by you shall have the number of votes equal to the number of the independent non-executive directors to be elected (i.e. 3). For instance, if you hold 100 shares of the Company and the number of the executive directors to be elected is 3, the total number of voting shares held by you in respect of sub-resolutions Nos. 10.1 to 10.3 is 300 shares (i.e. 100 shares x 3 = 300 shares), and the total number of voting shares in respect of sub-resolutions Nos. 11.1 to 11.3 is 300 shares (i.e. 100 shares x 3 = 300 shares).

Please note that you may cast the number of votes which equals to the number of shares held by you for each candidate for executive directors; you may also cast the total number of votes represented by each share held by you which equals to the number of candidates to be elected for one candidate; or you may cast some of the votes represented by each share held by you which equals to the number of directors to be elected for certain candidates (but not all), respectively. The above explanation applies to the election of independent non-executive directors. After you have cast the total number of votes represented by each share held by you on one or more candidates, you shall no longer have any voting rights.

Please pay particular attention to the following:

(a) if the total number of votes that you cast equals to, or less than, the voting rights represented by all the shares held by you, the relevant voting is valid;

(b) if total number of votes that you cast is less than the voting rights represented by all the shares held by you, then in respect of the difference in the number of votes that you are entitled to cast and the number of votes cast, you will be deemed to have abstained from voting. The shares which have been abstained will be counted in the calculation of the majority required for the passing of a sub-resolution; and

(c) if the total number of votes that you cast on one or more candidate(s) is more than the voting rights represented by all the shares held by you, the relevant voting is invalid and you will be deemed to have abstained from voting in respect of all your shares and such shares will not be counted in the calculation of the majority required. The voting method adopted for electing executive directors under resolution No. 10 shall also apply to the election of independent non-executive directors under resolution No. 11. In respect of the election of each of the executive directors and the independent non-executive directors, a sub-resolution is passed if the votes cast “FOR” the relevant sub-resolution exceeded half of the number of shares (on the basis of non-cumulative number of shares) held by the shareholders (including their proxies) attending the AGM.

  1. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a legal person, must be either executed under its common seal or under the hand of its legal representative or attorney or other officer duly authorized.

  2. If an attending shareholder or proxy casts a vote of abstention or abstains from voting in respect of a resolution, the Share(s) represented by that shareholder or proxy will be regarded as valid votes when the Company counts the votes with respect to that resolution.

  3. To be valid, this form of proxy and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority must be delivered to the Company’s H Shares Registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 24 hours before the time for holding of the AGM (i.e. before 1:30 p.m. on Thursday, June 11, 2026) or not less than 24 hours before the holding of any adjournment thereof.

  4. Completion and delivery of this form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.

  5. Shareholders or his/her proxy(ies) shall produce their identification documents when attending the AGM in person or by proxy.