Securities code: Wuxi Apptec Co.Ltd(603259) securities abbreviation: Wuxi Apptec Co.Ltd(603259) Announcement No.: pro 2022021 Wuxi Apptec Co.Ltd(603259)
Announcement on the resolutions of the 23rd Meeting of the second board of supervisors and the annual meeting of the board of supervisors in 2021
The board of supervisors and all supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of supervisors
Wuxi Apptec Co.Ltd(603259) (hereinafter referred to as “the company” or “the company”) sent the meeting notice and meeting materials to all supervisors of the company on March 9, 2022, and held the 23rd Meeting of the second session of the board of supervisors and the 2021 annual meeting of the board of supervisors on March 23, 2022 by on-site combined with communication voting. Three supervisors should attend the meeting of the board of supervisors, and three actually attended the meeting. The meeting was presided over by Harry Liang he, chairman of the board of supervisors. The meeting of the board of supervisors complies with the provisions of the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Wuxi Apptec Co.Ltd(603259) articles of Association (hereinafter referred to as the “articles of association”) on convening the meeting of the board of supervisors.
2、 Deliberation at the meeting of the board of supervisors
(I) deliberated and passed the proposal on the work report of the board of supervisors in 2021
Agree to the relevant contents of the work report of the board of supervisors for Wuxi Apptec Co.Ltd(603259) 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the company’s 2021 annual report, report summary and 2021 annual performance announcement
The board of supervisors of the company believes that the preparation procedures of Wuxi Apptec Co.Ltd(603259) 2021 annual report, Wuxi Apptec Co.Ltd(603259) 2021 annual report summary and Wuxi Apptec Co.Ltd(603259) 2021 annual performance announcement comply with the requirements of laws and regulations, normative documents and the articles of association, and the format and content comply with the relevant provisions of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and the stock exchange where the company’s shares are listed, The content truly, accurately and completely reflects the actual situation of the company’s operation, management and finance in 2021, and there are no false records, misleading statements or major omissions. Prior to the adoption of this resolution, no violation of confidentiality provisions was found among the personnel involved in the preparation and review of the annual report. Therefore, we agree to the relevant contents of Wuxi Apptec Co.Ltd(603259) 2021 annual report, Wuxi Apptec Co.Ltd(603259) 2021 annual report summary and Wuxi Apptec Co.Ltd(603259) 2021 annual performance announcement.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the annual report of Wuxi Apptec Co.Ltd(603259) 2021 and the summary of the annual report of Wuxi Apptec Co.Ltd(603259) 2021 disclosed by the designated media.
Voting results: 3 in favor, 0 against and 0 abstention.
(III) deliberated and passed the proposal on the company’s 2021 annual financial statement report
Agree to the relevant contents of Wuxi Apptec Co.Ltd(603259) 2021 annual financial statement report.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) deliberated and passed the proposal on the company’s profit distribution plan for 2021
The board of supervisors of the company believes that the profit distribution plan of the company in 2021 comprehensively considers the company’s operation and financial status, operating performance, development prospect and future growth potential, balances the long-term operation and development of the company and the interests of sharing the company’s operating results with shareholders, conforms to the provisions of laws, regulations and normative documents and the actual situation of the company, and conforms to the overall and long-term interests of shareholders, It is conducive to the sustainable, stable and healthy development of the company. Therefore, the distribution plan is agreed.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the announcement on the profit distribution plan for 2021 disclosed by the designated media.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(V) deliberated and passed the proposal on the special report on the deposit and actual use of the company’s annual raised funds in 2021
The board of supervisors of the company believes that the special report on the deposit and actual use of raised funds in Wuxi Apptec Co.Ltd(603259) 2021 prepared by the company complies with the provisions of relevant laws, regulations and normative documents, and truly reflects the actual situation of the deposit and use of raised funds in 2021 in all major aspects. Therefore, I agree with the relevant contents of the report.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the special report on the deposit and actual use of raised funds in Wuxi Apptec Co.Ltd(603259) 2021 disclosed by the designated media.
Voting results: 3 in favor, 0 against and 0 abstention.
(VI) deliberated and passed the proposal on the company’s external guarantee amount in 2022
The board of supervisors of the company believes that the company plans to provide external guarantees with an accumulated amount of no more than RMB 11.5 billion in 2022, which is conducive to the domestic and foreign subsidiaries within the scope of the company’s consolidated statements (hereinafter referred to as “subsidiaries”) to apply for comprehensive credit or loans from the bank to ensure the demand for working capital, improve the operating efficiency and profitability of the subsidiaries, and comply with the laws According to the regulations and the articles of association, there is no act that damages the interests of the company and shareholders. Therefore, I agree with the content of the proposal.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the announcement on the company’s external guarantee amount in 2022 disclosed by the designated media.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VII) deliberated and passed the proposal on cash management with idle raised funds
The board of supervisors of the company believes that the company’s use of idle raised funds for cash management this time complies with the provisions of relevant laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation and the law on the management of Wuxi Apptec Co.Ltd(603259) raised funds, and meets the actual situation and needs of the company, It is conducive to the construction of investment projects with raised funds and the improvement of the use efficiency of idle raised funds of the company, so as to obtain good capital return, which is in line with the overall and long-term interests of shareholders.
Therefore, it is agreed that the company will use idle raised funds of no more than 2200 million yuan (inclusive) for cash management.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the announcement on cash management with idle raised funds disclosed by the designated media.
Voting results: 3 in favor, 0 against and 0 abstention.
(VIII) deliberated and passed the proposal on closing some projects invested with raised funds and permanently replenishing the surplus raised funds with working capital
The board of supervisors of the company believes that the company has fulfilled the necessary decision-making procedures for the closing of this project and the use of the surplus raised funds for permanent replenishment of working capital, which is in line with the provisions of relevant laws and regulations, is conducive to the long-term development of the company and the interests of the company and all shareholders. Therefore, it is agreed that the company will settle this item and use the surplus raised funds for permanent replenishment of working capital.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the announcement on closing some raised investment projects and permanently supplementing the surplus raised funds with working capital disclosed by the designated media. Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IX) deliberated and passed the proposal on the estimated amount of continuous related party transactions of the company in 2022
The board of supervisors of the company believes that the amount of continuous connected transactions expected to occur in 2022 proposed by the company is carried out by the company in accordance with the principles of fairness, impartiality and openness, and will not damage the interests of the company and all shareholders. The price of related party transactions of the company is fair and does not harm the interests of the company and non related shareholders. Related party transactions will not have any adverse impact on the company’s financial status and operating results, and the company’s main business will not rely on related parties due to such transactions. Therefore, I agree with the contents of this proposal.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the announcement on the company’s continuous connected transaction quota in 2022 disclosed by the designated media.
Voting results: 3 in favor, 0 against and 0 abstention.
(x) the proposal on requesting the general meeting of shareholders to give the board of directors general authorization to issue additional A shares and / or H shares of the company was deliberated and adopted
The board of supervisors of the company believes that the relevant authorization contents and procedures of this proposal comply with the company law, the Listing Rules of the stock exchange where the company’s shares are listed and the relevant provisions of the articles of association. It agrees with the contents of this proposal and agrees to submit this proposal to the general meeting of shareholders of the company for review.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the announcement on the resolutions of the 24th Meeting of the second board of directors of Wuxi Apptec Co.Ltd(603259) and the annual board meeting of 2021 disclosed by the designated media.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
（11） The proposal on requesting the general meeting of shareholders to give the board of directors general authorization to repurchase A-Shares and / or H shares of the company was deliberated and adopted
The board of supervisors of the company believes that the relevant authorization contents and procedures of this proposal comply with the company law, the Listing Rules of the stock exchange where the company’s shares are listed and the relevant provisions of the articles of association. It agrees with the contents of this proposal and agrees to submit this proposal to the general meeting of shareholders and the meeting of class shareholders for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the announcement on the resolutions of the 24th Meeting of the second board of directors of Wuxi Apptec Co.Ltd(603259) and the annual board meeting of 2021 disclosed by the designated media.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders and class shareholders’ meeting of the company for deliberation.
（12） The proposal on requesting the general meeting of shareholders to authorize the board of directors to issue domestic and foreign debt financing instruments was deliberated and adopted
The board of supervisors of the company believes that the relevant authorization contents and procedures of this proposal comply with the company law, the Listing Rules of the stock exchange where the company’s shares are listed and the relevant provisions of the articles of association. It agrees with the contents of this proposal and agrees to submit this proposal to the general meeting of shareholders of the company for review.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) And the announcement on the resolutions of the 24th Meeting of the second board of directors of Wuxi Apptec Co.Ltd(603259) and the annual board meeting of 2021 disclosed by the designated media.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
It is hereby announced.
Wuxi Apptec Co.Ltd(603259) board of supervisors March 24, 2022
