Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.
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)
- POLL RESULTS OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2020 HELD ON JULY 23, 2020;
- RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS;
- APPOINTMENT OF DIRECTORS OF THE SECOND SESSION OF THE BOARD;
(IV) APPOINTMENT OF SUPERVISORS OF THE SECOND SESSION OF
THE SUPERVISORY COMMITTEE; AND
(V) AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Reference is made to the notice of the second extraordinary general meeting (the "Notice") dated
June 24, 2020 and the circular (the "Circular") dated June 24, 2020 of Pharmaron Beijing Co., Ltd.* (康龍化成(北京)新藥技術股份有限公司) (the "Company"). Unless the contexts require
otherwise, terms used herein shall have the same meanings as those defined in the Circular.
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POLL RESULTS OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2020 HELD ON JULY 23, 2020
The second extraordinary general meeting of 2020 (the "EGM") was held by the Company at 6 Tai-He Road, Beijing Economic Technological Development Area, Beijing, the People's Republic of China (the "PRC") on Thursday, July 23, 2020 at 2:30 p.m..
As at the date of the EGM, the total number of issued shares of the Company (the "Shares") is 794,387,462 Shares (comprising 660,370,962 A Shares and 134,016,500 H Shares), which represents the total number of Shares entitling the holders to attend and vote on the resolutions at the EGM. A total of 112 Shareholders and proxies, holding an aggregate of 583,867,782 Shares with voting rights of the Company, representing approximately 73.4991% of the total Shares with voting rights of the Company, have attended the EGM. No Shareholder was required under the Listing Rules to abstain from voting on the resolutions. There was no Share entitling the holder to attend and abstain from voting in favour of the resolutions under Rule 13.40 of the Listing Rules. None of the Shareholders have stated their intention in the Notice or the Circular to vote against or to abstain from voting on any of the resolutions.
The EGM was legally and validly convened in compliance with the requirements of the Company Law of the PRC and the Articles of Association of the Company. The chairman of the EGM was Dr. LOU Boliang, an executive Director of the Company.
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In compliance with the requirements of the Listing Rules, the Company appointed Computershare Hong Kong Investor Services Limited (the Company's H Share registrar), the Supervisor of the Company, the representative from the Company's Shareholders, and Zhong Lun Law Firm (the Company's PRC legal advisers) to act as the scrutineers for the vote-taking at the meetings.
The poll results in respect of the resolutions at the EGM were as follows:
SPECIAL RESOLUTIONS | NUMBER OF VOTES (%) | ||||
FOR | AGAINST | ABSTAIN | |||
1. | Amendments to the Articles of Association. | 583,867,782 | 0 | 0 | |
(100%) | (0%) | (0%) | |||
2. | Granting of general mandate to issue A Shares and/ | 520,643,055 | 63,224,727 | 0 | |
or H Shares. | (89.1714%) | (12.1436%) | (0%) | ||
3. | Authorization for issuance of onshore and offshore | 544,565,379 | 39,302,403 | 0 | |
debt financing instruments. | (93.2686%) | (6.7314%) | (0%) | ||
ORDINARY RESOLUTIONS | NUMBER OF VOTES (%) | ||||
FOR | AGAINST | ABSTAIN | |||
4. | Appointment of directors (other than the | Resolutions below are voted by way of | |||
independent non-executive directors) of the second | cumulative voting system (Number of votes) | ||||
session of Board: | (%) | ||||
4.1 | Appointment of Dr. LOU Boliang as an | 383,436,031 | |||
executive Director of the Company; | (65.6717%) | ||||
4.2 | Appointment of Mr. LOU Xiaoqiang as an | 384,004,147 | |||
executive Director of the Company; | (65.7690%) | ||||
4.3 | Appointment of Ms. ZHENG Bei as an | 384,779,547 | |||
executive Director of the Company; | (65.9018%) | ||||
4.4 | Appointment of Mr. CHEN Pingjin as a non- | 564,835,468 | |||
executive Director of the Company; | (96.7403%) | ||||
4.5 | Appointment of Mr. HU Baifeng as a non- | 564,835,468 | |||
executive Director of the Company; | (96.7403%) | ||||
4.6 | Appointment of Mr. LI Jiaqing as a non- | 379,198,347 | |||
executive Director of the Company; and | (64.9459%) | ||||
4.7 | Appointment of Mr. ZHOU Hongbin as a | 379,198,347 | |||
non-executive Director of the Company. | (64.9459%) |
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ORDINARY RESOLUTIONS | NUMBER OF VOTES (%) | ||||
FOR | AGAINST | ABSTAIN | |||
5. | Appointment of independent non-executive | Resolutions below are voted by way of | |||
directors of the second session of Board: | cumulative voting system (Number of votes) | ||||
(%) | |||||
5.1 | Appointment of Mr. DAI Lixin as an | 391,553,964 | |||
independent non-executive Director of the | (67.0621%) | ||||
Company; | |||||
5.2 | Appointment of Ms. CHEN Guoqin as an | 581,650,549 | |||
independent non-executive Director of the | (99.6203%) | ||||
Company; | |||||
5.3 | Appointment of Mr. TSANG Kwan Hung | 397,100,328 | |||
Benson as an independent non-executive | (68.0120%) | ||||
Director of the Company; and | |||||
5.4 | Appointment of Mr . YU Jian as an | 397,100,328 | |||
independent non-executive Director of the | (68.0120%) | ||||
Company. | |||||
6. | Appointment of Supervisors of the second session | Resolutions below are voted by way of | |||
of Supervisory Committee: | cumulative voting system (Number of votes) | ||||
(%) | |||||
6.1 | Appointment of Dr. YANG Kexin as a | 397,060,928 | |||
Shareholder representative Supervisor of the | (68.0053%) | ||||
Supervisory Committee; and | |||||
6.2 | A p p o i n t m e n t o f M r . L I U J u n a s a | 574,219,679 | |||
Shareholder representative Supervisor of the | (98.3476%) | ||||
Supervisory Committee. | |||||
7. | Authorization for the registration of amendments to | 583,867,782 | 0 | 0 | |
the Articles of Association. | (100%) | (0%) | (0%) | ||
8. | Provision of guarantee to a wholly-owned | 583,867,782 | 0 | 0 | |
subsidiary. | (100%) | (0%) | (0%) |
As the above resolutions No. 1 to 3 were passed by the affirmative votes representing at least two thirds of the total number of Shares held by the attending Shareholders having voting rights who attended the EGM in person or by proxy, these resolutions were duly passed as special resolutions of the Company.
Resolutions No. 4 to 8 were passed by the affirmative votes representing at least half of the total number of Shares held by the attending Shareholders having voting rights who attended the EGM in person or by proxy, and was duly passed as an ordinary resolution of the Company.
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RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS
As disclosed in the announcement of the Company dated June 24, 2020, each of Ms. SHEN Rong and Ms. LI Lihua will not offer herself for re-election as independent non-executive Director of the Company, and will retire after the conclusion of the EGM. The Board of Directors hereby extends its sincere thanks to Ms. SHEN Rong and Ms. LI Lihua for their contributions to the Company. Ms. SHEN Rong and Ms. LI Lihua have confirmed that there is no disagreement with the Board or the Company and there are no other matters relating to their retirement that need to be brought to the attention of the Shareholders.
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APPOINTMENT OF DIRECTORS OF THE SECOND SESSION OF THE BOARD
In accordance with the relevant requirements of the Articles of Association (with proposed amendments approved by the Shareholders at the EGM), the Company Law of the PRC and the Listing Rules, the second session of the Board shall consist of eleven directors (the "Director(s)"), and shall include three executive Directors, four non-executive Directors and four independent non-executive Directors. At the EGM, the Shareholders resolved to approve the appointment of Dr. LOU Boliang, Mr. LOU Xiaoqiang and Ms. ZHENG Bei as executive Directors of the second session of the Board, the appointment of Mr. CHEN Pingjin, Mr. HU Baifeng, Mr. LI Jiaqing and Mr. ZHOU Hongbin as non-executive Directors of the second session of the Board, and the appointment of Mr. DAI Lixin, Ms. CHEN Guoqin, Mr. TSANG Kwan Hung Benson and Mr. YU Jian as independent non-executive Directors of the second session of the Board. For the biographical details of the Directors of the second session of the Board that are required to be disclosed pursuant to Rule 13.51(2) of the Hong Kong Listing Rules, please refer to the announcement and the circular dated June 24, 2020. As of the date of this announcement, there has been no change in such information.
The term of office of the second session of the Board will be three years, commencing from the conclusion of the EGM. The Company has entered into a service contract with each of the appointed Directors of the second session of the Board. The remuneration for independent non-executive Directors will be RMB200,000 per year (before tax). Except for the independent non-executive Directors, the Directors shall not receive any Directors' fees for their role as Directors, and the Company shall reimburse the Directors all necessary and actual expenses in relation to the participation of the Board committee meetings, the meetings of the Supervisors and the general meetings of shareholders.
(IV) APPOINTMENT OF SUPERVISORS OF THE SECOND SESSION OF THE SUPERVISORY COMMITTEE
At the EGM, the Shareholders has resolved to approve the appointment of Dr. YANG Kexin and Mr. LIU Jun as the shareholder representative Supervisors of the second session of the Supervisory Committee. Dr. YANG Kexin, Mr. LIU Jun and Ms. ZHANG Lan (elected as employee representative Supervisor on July 10, 2020) are members of the second session of the Supervisory Committee. The term of office of each of the Directors of the second session of the Board and the Supervisors of the second session of the Supervisory Committee will be three years commencing from the conclusion of the EGM. For the biographical details of the shareholder representative Supervisors and employee representative Supervisor of the second session of the Supervisory Committee that are required to be disclosed pursuant to Rule 13.51(2) of the Hong Kong Listing Rules, please refer to the announcements dated June 24, 2020 and July 10, 2020 and the circular dated June 24, 2020, respectively. As of the date of this announcement, there has been no change in such information.
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AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Reference is made to the Notice and the Circular, both dated June 24, 2020. As confirmed by the legal advisers of the Company as to the laws of the People's Republic of China, the Board has obtained the proper authorisation from the EGM held on July 23, 2020 to amend the Articles of Association as disclosed in the Notice and the Circular.
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
July 23, 2020
As at the date of this announcement, the Board of Directors comprises Dr. Lou Boliang, Mr. Lou Xiaoqiang and Ms. Zheng Bei as executive Directors; Mr. Chen Pingjin, Mr. Hu Baifeng, Mr. Li Jiaqing and Mr. Zhou Hongbin as non-executive Directors; Mr. Dai Lixin, Ms. Chen Guoqin, Mr. Tsang Kwan Hung Benson and Mr. Yu Jian as independent non-executive Directors.
- For identification purposes only
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Pharmaron Beijing Co. Ltd. published this content on 23 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 July 2020 12:55:10 UTC