Wuxi Apptec Co.Ltd(603259) articles of Association
(revised in 2022)
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares three
Section 1 share issuance three
Section II increase, decrease and repurchase of shares seven
Section III share transfer nine
Section IV financial assistance for purchasing shares of the company eleven
Section V shares and register of shareholders Chapter IV shareholders and general meeting of shareholders sixteen
Section 1 shareholders sixteen
Section II general provisions of the general meeting of shareholders nineteen
Section III convening of the general meeting of shareholders twenty-three
Section IV proposal and notice of the general meeting of shareholders twenty-four
Section V convening of the general meeting of shareholders twenty-six
Section VI voting and resolutions of the general meeting of shareholders thirty
Section VII special procedures for voting of class shareholders 35 Chapter V board of Directors thirty-six
Section 1 Directors thirty-seven
Section 2 independent directors thirty-nine
Section III board of Directors Chapter VI managers (president, CEO) and other senior managers 49 Chapter VII board of supervisors fifty-two
Section I supervisors fifty-two
Section II board of supervisors fifty-three
Section III resolution of the board of supervisors Chapter VIII qualifications and obligations of directors, supervisors, managers (president, CEO) and other senior managers of the company Chapter IX Financial Accounting system, profit distribution and audit sixty
Section I financial accounting system sixty
Section II Internal Audit sixty-five
Section III appointment of accounting firm 65 Chapter X notices and announcements sixty-seven
Section I notice sixty-seven
Section II announcement sixty-nine
Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation sixty-nine
Section 1 merger, division, capital increase and capital reduction sixty-nine
Section 2 dissolution and liquidation Chapter XII amendment of the articles of Association Chapter 13 dispute resolution 72 chapter XIV Supplementary Provisions seventy-three
constitution
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and regulate the organization and behavior of Wuxi Apptec Co.Ltd(603259) (hereinafter referred to as “the company” or “the company”), in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) The special provisions of the State Council on overseas share offering and listing of joint stock limited companies (hereinafter referred to as the “special provisions”), the necessary provisions of the articles of association of overseas listed companies (hereinafter referred to as the “necessary provisions”), the reply of the State Council on adjusting the notice period applicable to the convening of general meetings of shareholders of overseas listed companies (Guo Han [2019] No. 97), the guidelines for the articles of association of listed companies The articles of association are formulated in accordance with the letter on the opinions of Listed Companies in Hong Kong on the supplement and amendment of the articles of Association (Zheng Jian Hai Han [1995] No. 1), the rules for the listing of securities on the stock exchange of Hong Kong Limited (hereinafter referred to as the “Hong Kong Listing Rules”) and other relevant provisions.
Article 2 the company is a joint stock limited company established in accordance with the company law, special provisions and other laws, regulations and normative documents in China.
The company was established by Wuxi Wuxi Apptec Co.Ltd(603259) new drug development Co., Ltd. through overall restructuring and change. It was registered with Wuxi Administration for Industry and Commerce on March 1, 2017 and obtained the company’s business license with a unified social credit code of 91320200724183068u.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on April 13, 2018, the company issued 104198556 ordinary shares in RMB to the public for the first time and was listed on Shanghai Stock Exchange on May 8, 2018.
On November 6, 2018, with the approval of the CSRC, the company sold 116474200 overseas listed foreign shares (hereinafter referred to as “H shares”) in Hong Kong for the first time and oversubscribed 5321200 H shares. The above H shares were listed on the Hong Kong Stock Exchange Limited (hereinafter referred to as “Hong Kong Stock Exchange”) on December 13, 2018 and January 9, 2019 respectively.
Article 4 registered name of the company
Chinese Name: Wuxi Apptec Co.Ltd(603259)
English Name: wuxiapptec Co., Ltd
Article 5 The domicile of the company is Mashan wuhaoqiao, Binhu District, Wuxi City, Jiangsu Province. The postal code is 214092, the telephone number is + 86 (021) 20663091, and the fax number is + 86 (021) 50463093.
Article 6 the registered capital of the company is 2955752122 yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman of the company is the legal representative of the company.
Article 9 all the assets of the company are divided into equal shares. The shareholders shall be liable to the company to the extent of the shares they subscribe for, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 10 the articles of association shall come into force from the date of deliberation and approval by the general meeting of shareholders of the company. The original articles of association of the company shall automatically become invalid from the effective date of the articles of association.
From the effective date, the articles of association shall become a legally binding document regulating the organization and behavior of the company, the rights and obligations between the company and shareholders, and between shareholders and shareholders.
The articles of association shall have legal binding force on the company, shareholders, directors, supervisors and senior managers. The above-mentioned personnel can put forward claims related to the company’s affairs in accordance with the articles of association.
Shareholders may sue the company in accordance with the articles of Association; The company may sue shareholders in accordance with the articles of Association; Shareholders may sue shareholders in accordance with the articles of Association; Shareholders may sue the directors, supervisors, managers (president, CEO) and other senior managers of the company in accordance with the articles of association.
The term “Prosecution” as mentioned in the preceding paragraph includes bringing a lawsuit to a court or applying to an arbitration institution for arbitration.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the joint chief executive officer, vice president, chief financial officer and Secretary of the board of directors of the company.
Article 12 the company is an enterprise legal person established in China in accordance with Chinese laws and is governed and protected by Chinese laws. When engaging in business activities, the company must abide by Chinese laws, regulations and relevant regulations, abide by social ethics and business ethics, be honest and trustworthy, accept the supervision of the government and the public, and bear social responsibilities.
Article 13 a company may invest in other limited liability companies or joint stock limited companies, and shall be liable to the invested company to the extent of its capital contribution. Unless otherwise provided by law, the company shall not become a contributor jointly and severally liable for the debts of the invested enterprise.
Chapter II business purpose and scope
Article 14 business purpose of the company
(a) Use the company’s proprietary cutting-edge combination technology to discover drug precursors, produce and sell small molecular compounds and compound libraries, so as to meet the needs of pharmaceutical companies and medical scientific research institutions to discover drug precursors and new drugs;
(b) Provide drug production, development and research units with technical platforms and consulting services for new drug development and HTS efficient screening technical services;
(c) Technical 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 new drug development and shorten the cycle of new drugs. Quickly catch up with the world level of new drug development;
(d) In order 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 after being registered according to law, the business scope of the company: development, research and approval of new drugs, pharmaceutical intermediates and fine chemical products (excluding hazardous chemicals); Technology development, technology transfer, technical service and technical consultation of medical science and technology, biotechnology, combinatorial chemistry, organic chemistry, medical science and technology, detection technology and computer science and technology; Wholesale of class I medical devices and drugs, and sales of mechanical equipment and spare parts; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies restricted or prohibited by the state); Enterprise management consultation, medical information consultation and health consultation (excluding diagnosis and treatment activities and psychological consultation); House leasing; Conference and exhibition services; Foreign investment with its own funds. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Chapter III shares
Section 1 share issuance
Article 16 the company shall set up common shares at any time; The company may set up other types of shares as needed with the approval of the department authorized by the State Council.
The shares of the company take the form of shares.
Article 17 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, and each share of the same class shall have the same rights.
For shares of the same class issued at the same time, the issuance conditions and price of each share shall be the same; The shares subscribed by any unit or individual shall be paid the same price per share.
Article 18 the stocks issued by the company are all stocks with par value; The face value is indicated in RMB, and the face value is RMB 1 / share.
Article 19 with the approval of the securities regulatory authority under the State Council, the company may issue shares to domestic investors or overseas investors.
The shares subscribed by the investors in Taiwan, Macao and overseas companies referred to in the preceding paragraph refer to the shares issued by the investors in Hong Kong and Macao; Domestic investors refer to investors within the people’s Republic of China who subscribe for shares issued by the company, except for the above-mentioned regions.
Article 20 the shares subscribed in RMB issued by the company to domestic investors and other qualified investors are called domestic shares. The shares issued by the company to foreign investors and subscribed in foreign currencies are called foreign shares. Foreign shares listed abroad are called foreign shares listed abroad.
The term “foreign currency” as mentioned in the preceding paragraph refers to the legal tender of other countries or regions other than RMB, which is approved by the competent foreign exchange department of the state and can be used to pay the share price to the company.
The overseas listed foreign shares issued by the company listed in Hong Kong refer to the shares listed on the Hong Kong Stock Exchange after approval, marked with the par value of the shares in RMB, subscribed and traded in Hong Kong dollars.
Domestic shareholders and foreign shareholders are common shareholders, enjoying the same rights and undertaking the same obligations.
Article 21 the domestic listed domestic shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation. The H shares issued by the company are mainly deposited in the entrusted custody company under Hong Kong Central Clearing Co., Ltd.
Article 22 the name, number of shares subscribed, shareholding ratio, mode and time of capital contribution of the promoters at the time of establishment of the company are listed in the following table:
Serial number name of initiator number of shares subscribed shareholding ratio contribution method contribution time (shares)
1 G & C V limited 413901004.4137% net assets converted into shares January 31, 2017
2 G & C VI limited 810 China High-Speed Railway Technology Co.Ltd(000008) .6375% of net assets converted into shares 2017.1.31
3 G & C VII limited 214350002.2857% net assets converted into shares 2017.1.31
4 Jiaxing Houyi investment partnership 46647000.4974% of net assets converted into shares January 31, 2017 (limited partnership)
5 Jiaxing Houyu investment partnership 46647000.4974% of net assets converted into shares January 31, 2017 (limited partnership)
6 Jiaxing Houzi investment partnership 8460000.0902% net assets converted into shares January 31, 2017 (limited partnership)
7. Jiaxing Houjin investment partnership 8460000.0902% net assets converted into shares 2017.1.31 (limited partnership)
8 Shanghai Houshen Investment Center (with 194452502.0735% of net assets converted into shares, limited partnership on January 31, 2017)
9 Shanghai Houyue Investment Center (with Jiangsu General Science Technology Co.Ltd(601500) 0.0641% of net assets converted into shares, limited partnership on January 31, 2017)
10 Shanghai Houyuan Investment Center (with People.Cn Co.Ltd(603000) 0.0643% of net assets converted into shares, limited partnership on January 31, 2017)
11 Shanghai Houyong Investment Center (with 8017500.0855% of net assets converted into shares, limited partnership on January 31, 2017)
12 Shanghai houqin Investment Center (yes)
