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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%
09/22DMD : Charting the Path for New Therapeutics and Better Care
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SummaryMost relevantAll NewsAnalyst Reco.Other languagesPress ReleasesOfficial PublicationsSector news

WuXi AppTec : ARTICLES OF ASSOCIATION

05/14/2021 | 09:23am EDT

WUXI APPTEC CO., LTD.

ARTICLES OF ASSOCIATION

(2021 REVISION)

CONTENTS

Chapters and

Title

Page

Sections

Chapter 1

General Provisions

1

Chapter 2

Objects and Scope of Business

3

Chapter 3

Shares

4

Section 1

Shares Issuance

4

Section 2

Changes in and Repurchase of Shares

9

Section 3

Transfer of Shares

13

Section 4

Financial Aid for Purchase of Corporate Shares

14

Section 5

Stocks and Register of Shareholders

16

Chapter 4

Shareholders and the General Meeting

22

Section 1

Shareholders

22

Section 2

General Provisions for General Meetings

27

Section 3

Convening of General Meetings

31

Section 4

Proposals and Notice of General Meetings

33

Section 5

Holding of General Meetings

36

Section 6

Voting and Resolutions of General Meetings

41

Section 7

Special Procedure for Voting by Class Shareholders

46

Chapter 5

Board of Directors

49

Section 1

Directors

49

Section 2

Independent Directors

53

Section 3

The Board of Directors

57

Chapter 6

Manager (President and CEO) and Other Senior Management

65

Officers

Chapter 7

Supervisory Committee

68

Section 1

Supervisors

68

Section 2

Supervisory Committee

70

Section 3

Resolutions of the Supervisory Committee

72

Chapter 8

Qualification and Obligations of the Directors, Supervisors,

73

Manager (President and CEO) and Other Senior Management

Officers of the Company

Chapter 9

Financial and Accounting System, Profit Distribution and Audit

81

Section 1

Financial and Accounting System

81

Section 2

Internal Audit

88

Section 3

Appointment of Accounting Firm

88

Chapter 10

Notice and Announcement

91

Section 1

Notice

91

Section 2

Announcement

93

Chapter 11

Merger, Division, Increase & Decrease of Capital, Dissolution

93

and Liquidation

Section 1

Merger, Division and Increase & Decrease of Capital

93

Section 2

Dissolution and Liquidation

95

Chapter 12

Amendment to Articles of Association

98

Chapter 13

Dispute Resolution

99

Chapter 14

Supplementary Provisions

100

WuXi AppTec Co., Ltd.

Articles of Association

Chapter 1 General Provisions

Article 1  To protect the legal rights and interests of the Company, shareholders and creditors, and regulate the organization and behavior of WuXi AppTec Co., Ltd. (hereinafter referred to as "the Company"), these Articles of Association are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as "the Securities Law"), Special Provisions of the State Council Concerning the Floatation and Listing Abroad of Stocks by Limited Stock Companies (hereinafter referred to as "the Special Provisions"), the Mandatory Provisions for Articles of Association of Companies to be Listed Overseas(hereinafter referred to as "the Mandatory Provisions"), the Reply of the State Council on the Adjustment of the Notice Period of General Meeting and Other Matters Applicable to Overseas Listed Companies (Guo Han [2019] No. 97), the Guidelines for the Articles of Association of Listed Companies, the Letter for Comments on the Amendments to Articles of Association of Companies Listed in Hong Kong (Zheng Jian Hai Han [1995] No. 1, hereinafter referred to as "Zheng Jian Hai Han"), the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (hereinafter referred to as "Hong Kong Listing Rules") and other relevant regulations.

Article 2  The Company is a joint stock company established in accordance with the Company Law, the Special Provisions and other laws, regulations and normative documents in the territory of China.

The Company was incorporated by means of sponsorship through overall restructuring and change of WuXi AppTec Ltd. It was registered in the Wuxi Administration for Industry and Commerce and received a business license (unified social credit code: 91320200724183068U) on March 01, 2017.

Article 3  On April 13, 2018, the Company was approved by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") to issue 104,198,556 shares of RMB ordinary shares to the public for the first time. On May 8, 2018, the Company was listed on the Shanghai Stock Exchange.

On November 6, 2018, the Company was approved by CSRC to 116,474,200 shares of overseas listed foreign shares in Hong Kong (hereinafter referred to as "H-shares") under the Global Offering for the first time and over-allotted 5,321,200 H-shares. The abovementioned H-shares were listed on The Stock Exchange of Hong Kong Limited (hereinafter referred to as "HKEX") on December 13, 2018 and January 9, 2019, respectively.

Article 4  Registered name of the Company

Chinese name: 無錫藥明康德新藥開發股份有限公司

English name: WuXi AppTec Co., Ltd.

- 1 -

Article 5  The Company's address is Mashan No. 5 Bridge, Binhu District, Wuxi City, Jiangsu Province, with a postal code of 214092. Tel: +86 (021) 2066-3091; Fax: +86 (021) 5046 3093.

Article 6  The registered capital of the Company is 2,450,515,720.

Article 7  The Company is a permanently existing joint stock company.

Article 8  The chairman of the Company is the legal representative of the Company.

Article 9  All assets of the Company shall be divided into equal shares. The shareholders' liabilities to the Company are limited to the shares they subscribe. The liabilities of the Company shall only be limited to all its assets.

Article 10  The Articles of Association shall come into effect on the date of consideration and approval at the general meeting of the Company. From the effective date of the Articles of Association, the former articles of association of the Company shall automatically go out of effect.

The Articles of Association shall be a legally binding document governing the organization and conduct of the Company, and the rights and obligations between the Company and its shareholders and among shareholders since the effective date.

The Articles of Association shall be legally binding on the Company, shareholders, directors, supervisors and senior management officers. The foregoing personnel all may raise claims for rights relevant with the matters of the Company according to the Articles of Association.

According to the Articles of Association, shareholders can sue the Company, the Company can sue shareholders, and shareholders can sue shareholders, directors, supervisors, manager (president and CEO) and other senior management.

The suing stated in the preceding paragraph includes filing a lawsuit to a court or applying for arbitration to an arbitration organization.

Article 11  Other senior management officers referred to in the Articles of Association refer to the Company's joint CEO, vice president, chief financial officer, and secretary to the Board.

Article 12  The Company is an enterprise legal person established in the PRC in accordance with the PRC law and is subject to the jurisdiction and protection of the PRC law. In conducting business activities, the Company must abide by PRC laws, regulations and relevant requirements, observe social morality and business ethics, be honest and trustworthy, accept the supervision of the government and the public, and assume social responsibility.

- 2 -

Article 13  The Company may invest in other limited liability companies and joint stock companies and is liable to the invested companies to the extent of the amount of investment. Unless otherwise specified in law, the Company may not become a capital contributor assuming joint and several liability for the debts of the invested enterprises.

Chapter 2 Objects and Scope of Business

Article 14  Business objects of the Company

  1. to discover prodrugs, produce and sell small molecule compounds and compound libraries by using the Company's proprietary cutting-edge combination technology, to meet the needs of pharmaceutical companies and pharmaceutical research institutions to discover prodrugs and new drugs;
  2. to provide technical platforms, consulting services and HTS efficient screening technology services of new drug development for pharmaceutical production, development and research organizations;
  3. to conduct technology cooperation with the pharmaceutical industry to jointly develop new drugs, assist Chinese pharmaceutical companies to break through the bottleneck of developing innovative drugs, reduce the cost of developing new drugs, shorten the cycle of new drugs release, and enhance the new drug development to the world's standard;
  4. to protect the economic interests of shareholders, try to maintain or increase the value of the Company's assets so that shareholders can obtain satisfactory economic returns from the Company.

Article 15  The Company's business scope registered according to law: development, research and approval of new drugs, and research and development of pharmaceutical intermediates and refined chemical products (excluding hazardous chemicals); technology development, transfer, services and consultation of pharmaceutical technology, biotechnology, combinatorial chemistry, organic chemistry, medical technology, detection technology and computer technology; wholesale of medical devices and drugs of Class I and sales of machinery and spare parts; import and export business of various commodities and technologies of its own and on agency basis (other than commodities and technologies which are restricted for business operation or prohibited for import or export by the PRC); corporate management consultation, medicine information consultation and health consultation (excluding medical treatment activities or psychological counselling); house leasing; conference and exhibition services; outward investment with own funds. (Projects subject to approval according to law may only commence operation after approval by relevant departments).

- 3 -

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 13:22:02 UTC.


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Sales 2021 22 600 M 3 498 M 3 498 M
Net income 2021 4 418 M 684 M 684 M
Net cash 2021 11 569 M 1 791 M 1 791 M
P/E ratio 2021 98,3x
Yield 2021 0,26%
Capitalization 387 B 59 817 M 59 862 M
EV / Sales 2021 16,6x
EV / Sales 2022 12,3x
Nbr of Employees 28 542
Free-Float 56,7%
Chart WUXI APPTEC CO., LTD.
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WuXi AppTec Co., Ltd. Technical Analysis Chart | 603259 | CNE1000031K4 | MarketScreener
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Short TermMid-TermLong Term
TrendsBullishNeutralBullish
Income Statement Evolution
Consensus
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Mean consensus BUY
Number of Analysts 21
Last Close Price 150,88 CNY
Average target price 185,83 CNY
Spread / Average Target 23,2%
EPS Revisions
Managers and Directors
Min Zhang Chen Co-Chief Executive Officer
Qing Yang Co-CEO, Executive Director & Executive VP
Ge Li Chairman & President
Ellis Chu Chief Financial Officer & Senior Vice President
Harry He Chairman-Supervisory Board
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