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    603259   CNE1000031K4

WUXI APPTEC CO., LTD.

(603259)
  Report
End-of-day quote. End-of-day quote Shanghai Stock Exchange - 09/24
150.88 CNY   +0.39%
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WuXi AppTec : (1) POLL RESULTS OF THE 2020 ANNUAL GENERAL MEETING, THE FIRST A SHARE CLASS MEETING FOR 2021 AND THE FIRST H SHARE CLASS MEETING FOR 2021; (2) ISSUE OF 2020 CAPITALIZATION SHARES AND PAYMENT OF CASH DIVIDEND; AND (3) AMENDMENT TO ARTICLES OF ASSOCIATION

05/14/2021 | 09:09am EDT

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.

WUXI APPTEC CO., LTD.*

無錫藥明康德新藥開發股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2359)

  1. POLL RESULTS OF THE 2020 ANNUAL GENERAL MEETING, THE FIRST A SHARE CLASS MEETING FOR 2021 AND
    THE FIRST H SHARE CLASS MEETING FOR 2021;
    1. ISSUE OF 2020 CAPITALIZATION SHARES AND PAYMENT OF CASH DIVIDEND;
      AND
    2. AMENDMENT TO ARTICLES OF ASSOCIATION

The board (the "Board") of directors (the "Directors") of WuXi AppTec Co., Ltd.* (無錫 藥明康德新藥開發股份有限公司) (the "Company") is pleased to announce the poll results

of the 2020 annual general meeting (the "AGM"), the first A Share class meeting of 2021 (the "A Share Class Meeting") and the first H Share class meeting of 2021 (the "H Share Class Meeting", together with the AGM and the A Share Class Meeting, the "Meetings") held on May 13, 2021.

For details of the resolutions considered at the Meetings, the Shareholders may refer to the respective notices of the Meetings and the Company's circular dated April 9, 2021 (the "Circular"). Unless otherwise defined, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular.

1. CONVENING AND ATTENDANCE OF THE MEETINGS

The Meetings were convened as on-site meetings at 2:00 p.m. on Thursday, May 13, 2021 at Sheraton Shanghai Waigaoqiao Hotel, 28 Jilong Road, Pilot Free Trade Zone, Shanghai, China. Votings at the AGM and the A Share Class Meeting were taken by poll on site and online through the trading system of the Shanghai Stock Exchange (the "SSE") and a designated voting system of the SSE by A Shareholders of the Company. Voting at the H Share Class Meeting was taken by poll on site.

- 1 -

Attendance of the AGM

The total number of the issued Shares of the Company as at the meeting record date was 2,450,633,599, which was the total number of Shares entitling the Shareholders to attend and vote on the resolutions proposed at the AGM. There were no Shareholders who were required to abstain from voting in favour when casting votes on any of the resolutions at the AGM according to Rule 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (the "Hong Kong Listing Rules"). As disclosed in the Circular, Shareholders with a material interest in the Application for Shares, the Amended and Restated WuXi XDC Articles, the Asset Transfer Agreement and the transactions contemplated thereunder, as well as the Potential Continuing Related Parties Transactions, and their associates, holding 634,466,551 Shares of the Company which account for approximately 25.89% of the total number of Shares with voting rights of the Company will be required to abstain from voting on the resolution in relation to the Application for Shares, the Amended and Restated WuXi XDC Articles, the Asset Transfer Agreement and the transactions contemplated thereunder, as well as the Potential Continuing Related Parties Transactions (i.e. ordinary resolution No. 10). Save as aforementioned, no Shareholder was required under the Hong Kong Listing Rules to abstain from voting on any of the resolutions at the AGM and the H Shareholders' Class Meeting and none of the Shareholders has stated their intention in the Circular to vote against or to abstain from voting on any of the resolutions at the AGM and the H Shareholders' Class Meeting. A total of 719 Shareholders and authorized proxies who were entitled to vote, holding 1,432,279,269 Shares, representing approximately 58.45% of the total number of Shares with voting rights of the Company, were present at the AGM or participated in the online voting. Among those Shareholders, 717 A Shareholders and authorized proxies, holding 1,214,618,459 A Shares, representing approximately 49.56% of the total number of Shares with voting rights of the Company, were present at the AGM or participated in the online voting; two H Shareholders and authorized proxies, holding 217,660,810 H Shares, representing approximately 8.88% of the total number of Shares with voting rights of the Company, were present at the AGM.

Attendance of the A Share Class Meeting

The total number of the issued A Shares of the Company as at the meeting record date was 2,134,858,437, which was the total number of A Shares entitling the Shareholders to attend and vote on the resolutions proposed at the A Share Class Meeting. No A Shareholders were required to abstain from voting in favour when casting votes on any of the resolutions at the A Share Class Meeting according to Rule 13.40 of the Hong Kong Listing Rules. No A Shareholders were required to abstain from voting according to the Hong Kong Listing Rules. Moreover, no A Shareholders indicated their intention to vote against or abstain from voting on the relevant resolutions contained in the Circular. A total of 717 A Shareholders with voting rights and authorized proxies, holding an aggregate of 1,214,618,459 A Shares which represented approximately 56.89% of the total number of A Shares with voting rights, were present at the A Share Class Meeting or participated in the online voting.

- 2 -

Attendance of the H Share Class Meeting

The total number of the issued H Shares of the Company as at the meeting record date was 315,775,162, which was the total number of H Shares entitling the Shareholders to attend and vote on the resolutions proposed at the H Share Class Meeting. No H Shareholders were required to abstain from voting in favour when casting votes on any of the resolutions at the H Share Class Meeting according to Rule 13.40 of the Hong Kong Listing Rules. No H Shareholders were required to abstain from voting according to the Hong Kong Listing Rules. Moreover, no H Shareholders indicated their intention to vote against or abstain from voting on the relevant resolutions contained in the Circular. Two H Shareholders, authorized proxies, holding an aggregate of 213,592,210 H Shares which represented approximately 67.64% of the total number of H Shares with voting rights, were present at the H Share Class Meeting.

2. VOTING RESULTS OF THE MEETINGS

Voting results of the AGM

The A Shareholders and H Shareholders present at the AGM considered and approved the following resolutions by way of open poll via a combination of on-site and online voting, and the voting results are as follows:

ORDINARY RESOLUTIONS#

Number of Votes (%)

Approved

or not

FOR

AGAINST

ABSTAIN

1.

To approve the report of the Board of Directors for

1,427,001,278

68,243

343,602

Yes

the year 2020.

(99.9711%)

(0.0048%)

(0.0241%)

2.

To approve the report of the Supervisory Committee

1,427,001,278

68,243

343,602

Yes

for the year 2020.

(99.9711%)

(0.0048%)

(0.0241%)

3.

To approve the financial report for the year 2020.

1,427,001,278

68,243

343,602

Yes

(99.9711%)

(0.0048%)

(0.0241%)

4.

To approve the proposed provision of external

1,346,502,001

85,697,168

80,100

Yes

guarantees for subsidiaries of the Company.

(94.0111%)

(5.9833%)

(0.0056%)

5.

To approve the proposed authorization to the

1,425,842,124

1,490,899

80,100

Yes

Investment Department of the Company to dispose

(99.8899%)

(0.1044%)

(0.0057%)

of listed and trading shares of listed companies held

by the Company.

6.

To approve the proposed amendments to the work

1,427,316,724

16,199

80,200

Yes

policies of the independent Directors.

(99.9932%)

(0.0011%)

(0.0057%)

- 3 -

ORDINARY RESOLUTIONS#

Number of Votes (%)

Approved

or not

FOR

AGAINST

ABSTAIN

7.

To approve the proposed re-appointment of Deloitte

1,417,399,351

7,506,172

2,507,600

Yes

Touche Tohmatsu (a special general partnership)

(99.2985%)

(0.5259%)

(0.1756%)

(德勤華永會計師事務所(特殊普通合夥)) and

Deloitte Touche Tohmatsu (德勤關黃陳方會計

師行), respectively, as PRC financial report and

internal control report auditors of the Company and

as offshore financial report auditors of the Company

for the year 2021 and to authorize the Board to fix

their remuneration.

8.

To approve the proposed foreign exchange hedging

1,427,316,824

16,199

80,100

Yes

limit.

(99.9933%)

(0.0011%)

(0.0056%)

9.

To approve the adjustment to the independent

1,427,316,724

16,199

80,200

Yes

Directors' annual allowance.

(99.9932%)

(0.0011%)

(0.0057%)

10.

To approve the Application for Shares, the

838,261,701

15,699

81,100

Yes

Amended and Restated Wuxi XDC Articles, the

(99.9885%)

(0.0019%)

(0.0096%)

Asset Transfer Agreement and the transactions

contemplated thereunder, as well as the Potential

Continuing Related Parties Transactions.

SPECIAL RESOLUTIONS#

11.

Subject to the passing of resolution no. 16 below, to

1,427,316,968

16,055

80,100

Yes

approve the proposed 2020 Profit Distribution Plan.

(99.9933%)

(0.0011%)

(0.0056%)

12.

To approve the proposed increase of registered

1,427,095,084

16,199

301,840

Yes

capital.

(99.9777%)

(0.0011%)

(0.0212%)

13.

To approve the proposed amendments to the Articles

1,427,176,764

150,059

86,300

Yes

of Association.

(99.9834%)

(0.0105%)

(0.0061%)

14.

To approve the proposed granting of general

1,285,520,665

114,831,700

13,534,495

Yes

mandate to issue A Shares and/or H Shares.

(90.9210%)

(8.1217%)

(0.9573%)

15.

To approve the proposed granting of general

1,425,727,807

1,389,276

296,040

Yes

mandates to repurchase A Shares and/or H shares.

(99.8819%)

(0.0973%)

(0.0208%)

16.

Subject to the passing of resolution no. 11 above,

1,412,864,156

14,464,587

84,380

Yes

to approve the proposed issuance of the Additional

(98.9807%)

(1.0133%)

(0.0060%)

Conversion Shares under the Convertible Bonds-

Related Specific Mandate; and to authorize Dr. Ge

Li (李革), Mr. Edward Hu (胡正國) and/or Mr. Ellis

Bih-Hsin CHU (朱璧辛) to handle matters relating

to the conversion of the Bonds into H Shares.

- 4 -

Voting results of the A Share Class Meeting

The A Shareholders present at the A Share Class Meeting considered and approved the following resolutions by way of open poll via on-site voting and online voting, and the voting results are as follows:

SPECIAL RESOLUTIONS

Number of Votes (%)

Approved

or not

FOR

AGAINST

ABSTAIN

1.

Subject to the passing of resolution no. 3 below, to

1,214,567,307

16,052

35,100

Yes

approve the proposed 2020 Profit Distribution Plan.

(99.9958%)

(0.0013%)

(0.0029%)

2.

To approve the proposed granting of general

1,213,199,563

1,383,396

35,500

Yes

mandates to repurchase A Shares and/or H Shares.

(99.8832%)

(0.1139%)

(0.0029%)

3.

Subject to the passing of resolution no. 1 above, to

1,209,996,695

4,582,384

39,380

Yes

approve the proposed issuance of the Additional

(99.6195%)

(0.3773%)

(0.0032%)

Conversion Shares under the Convertible Bonds-

Related Specific Mandate; and to authorize Dr. Ge

Li (李革), Mr. Edward Hu (胡正國) and/or Mr. Ellis

Bih-Hsin CHU (朱璧辛) to handle matters relating

to the conversion of the Bonds into H Shares.

Voting results of the H Share Class Meeting

The H Shareholders present at the H Share Class Meeting considered and approved the following resolutions by way of open poll via on-site voting, and the voting results are as follows:

SPECIAL RESOLUTIONS^

Number of Votes (%)

Approved

or not

FOR

AGAINST

ABSTAIN

1.

Subject to the passing of resolution no. 3 below, to

213,547,207

3

45,000

Yes

approve the proposed 2020 Profit Distribution Plan.

(99.9789%)

(0.0000%)

(0.0211%)

2.

To approve the proposed granting of general

213,319,910

5,880

266,420

Yes

mandates to repurchase A Shares and/or H Shares.

(99.8725%)

(0.0028%)

(0.1247%)

3.

Subject to the passing of resolution no. 1 above, to

203,230,523

10,316,687

45,000

Yes

approve the proposed issuance of the Additional

(95.1488%)

(4.8301%)

(0.0211%)

Conversion Shares under the Convertible Bonds-

Related Specific Mandate; and to authorize Dr. Ge

Li (李革), Mr. Edward Hu (胡正國) and/or Mr. Ellis

Bih-Hsin CHU (朱璧辛) to handle matters relating

to the conversion of the Bonds into H Shares.

- 5 -

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

WuXi AppTec Co. Ltd. published this content on 14 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 May 2021 13:08:00 UTC.


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