Special Procedure for Voting by Class Shareholders
Board of Directors
The Board of Directors
Manager (President and CEO) and Other Senior Management
Resolutions of the Supervisory Committee
Qualification and Obligations of the Directors, Supervisors,
Manager (President and CEO) and Other Senior Management
Officers of the Company
Financial and Accounting System, Profit Distribution and Audit
Financial and Accounting System
Appointment of Accounting Firm
Notice and Announcement
Merger, Division, Increase & Decrease of Capital, Dissolution
Merger, Division and Increase & Decrease of Capital
Dissolution and Liquidation
Amendment to Articles of Association
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  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  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.
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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.
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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
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;
to provide technical platforms, consulting services and HTS efficient screening technology services of new drug development for pharmaceutical production, development and research organizations;
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;
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).
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