Pharmaron Beijing Co., Ltd. Articles of Association
Chapter 1 General Provisions
Article 1 To protect the legitimate rights and interests of Pharmaron Beijing Co., Ltd. ("the Company"), its shareholders, employees, and creditors, and to regulate the organization and conduct of the Company, these Articles of Association are formulated in accordance with the "Company Law of the People's Republic of China" ("Company Law"), the "Securities Law of the People's Republic of China" ("Securities Law"), the "Trial Measures for the Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises," the "Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited" ("Hong Kong Listing Rules"), the "Rules Governing the Listing of Stocks on the ChiNext Market of the Shenzhen Stock Exchange," and other relevant laws, regulations, and normative documents.
Article 2 The Company is a foreign-invested joint stock limited company established by the overall transformation of Pharmaron Beijing New Drug Technology Co., Ltd. in accordance with the "Company Law" and other relevant regulations.
The Company was established by way of promotion and registered with the Administration for Market Regulation of Beijing Economic-Technological Development Area, with a unified social credit code of 9111030276350109XG. The establishment of the issuer was approved by the Administrative Committee of Beijing Economic-Technological Development Area with the "Approval on the Transformation of Pharmaron Beijing New Drug Technology Co., Ltd. into a Foreign-Invested Joint Stock Limited Company" (Jing Ji Guan Xiang Shen [2016] No. 175).
Article 3 On December 24, 2018, the Company was approved by the China Securities Regulatory Commission ("CSRC") to make its initial public offering of 65,630,000 ordinary shares of RMB 1 each to the public, and was listed on the Shenzhen Stock Exchange on January 28, 2019.
On October 25, 2019, the Company was approved by the CSRC to issue 116,536,100 overseas listed foreign shares ("H Shares") and an over-allotment option of 17,480,400 H Shares. These shares were listed on The Stock Exchange of Hong Kong Limited ("SEHK") on November 28, 2019, and December 27, 2019, respectively.
Article 4 The registered name of the Company is: Full Chinese Name: Pharmaron Beijing Co., Ltd.
English Full Name: Pharmaron Beijing Co., Ltd.
Article 5 The registered address of the Company is: 8th Floor, Building 1, No. 6 Taihe Road, Beijing Economic-Technological Development Area, Beijing; Postal Code: 100176; Telephone: 010-57330087; Fax: 010-57330087.
Article 6 The registered capital of the Company is RMB 1,837,283,628.
Article 7 The Company is a joint stock limited company with perpetual existence.
Article 8 The Chairman of the Board of Directors represents the Company in its business dealings and is the legal representative of the Company. If the legal representative who is a director resigns, it shall be deemed that they have also resigned as the legal representative. If the legal representative resigns, the Company shall appoint a new legal representative within thirty days from the date of resignation.
Article 9 The legal consequences of civil activities conducted by the legal representative in the name of the Company shall be borne by the Company. Any restriction on the powers of the legal representative by these Articles of Association or by a shareholders' meeting shall not be effective against a bona fide counterparty. If the legal representative causes harm to others in the performance of their duties, the Company shall bear civil liability. After the Company bears civil liability, it may seek recourse from the legal representative at fault in accordance with the law or these Articles of Association.
Article 10 Shareholders shall be liable for the Company to the extent of their respective share subscriptions, and the Company shall be liable for its debts with all of its assets.