Securities code: Wuxi Apptec Co.Ltd(603259) securities abbreviation: Wuxi Apptec Co.Ltd(603259) Announcement No.: pro 2022027 Wuxi Apptec Co.Ltd(603259)
Announcement on changing the registered capital of the company and amending the articles of Association
The board of directors and all directors 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.
Wuxi Apptec Co.Ltd(603259) (hereinafter referred to as "the company" or "the company") convened the 24th Meeting of the second board of directors of the company and the annual board meeting of 2021 on March 23, 2022, deliberated and adopted the proposal on changing the registered capital of the company and the proposal on Amending the articles of Association and handling the industrial and commercial change registration. The details are as follows:
1、 Change of registered capital
According to the authorization of the general meeting of shareholders of the company, Mr. Edward Hu (Hu Zhengguo), as the authorized representative, approved in writing the creditor's application for debt to equity swap of 3283594 H shares in total. The aforesaid debt to equity swap was completed on August 16, 2021, September 1, 2021, September 7, 2021, September 28, 2021, October 8, 2021, October 19, 2021, November 2, 2021, December 16, 2021 and January 18, 2022 respectively.
From August 16, 2021 to January 24, 2022, the company's 2019 restricted stock and stock option incentive plan granted stock options for the first time. During the first exercise period, the relevant exercisable incentive objects exercised their rights independently and completed the share transfer registration, totaling 593941 shares.
On August 18, 2021, the company received a share option exercise condition achievement incentive object, and paid RMB 218 Jiangxi Special Electric Motor Co.Ltd(002176) for the subscription of 56448 ordinary shares (A shares), all in currency. Among them, the included capital stock is 5644800 yuan and the included capital reserve is 212357376 yuan. The share change registration of the stock options exercised under the aforesaid equity incentive plan shall be completed on September 10, 2021.
Within the scope authorized by the general meeting of shareholders, the Company repurchased and cancelled a total of 908382 restricted shares held by employees who resigned or failed to meet the performance assessment under the restricted shares and stock option incentive plan in 2018 and 2019. For details, see the company's website of Shanghai Stock Exchange (www.sse. Com. CN.) And the announcement on notifying creditors of repurchase and cancellation of some restricted shares (p.2021058) and the announcement on notifying creditors of repurchase and cancellation of some restricted shares (p.2021091) disclosed by the designated media. The aforesaid restricted shares were repurchased and cancelled on August 31, 2021 and January 14, 2022 respectively.
According to the above H-share debt to equity swap, independent exercise of stock options, batch exercise of stock options and repurchase and cancellation of restricted shares, the registered capital of the company was changed from 2952726521 yuan to 2955752122 yuan, and the total share capital was changed from 2952726521 shares to 2955752122 shares.
2、 Amendment of the articles of Association
In view of the changes described in the proposal on changing the registered capital of the company and the proposal on electing the members of the second board of directors deliberated and adopted at the 24th Meeting of the second board of directors and the annual board meeting in 2021, And in accordance with the guidelines for the articles of association of listed companies (revised in 2022), the rules for the general meeting of shareholders of listed companies (revised in 2022), the rules for independent directors of listed companies, the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital exchanges and external guarantees of listed companies issued by China Securities Regulatory Commission on the integration of the regulatory system of Listed Companies in January 2022, and the regulations issued by Shanghai Stock Exchange in January 2022 A series of new regulations, such as the Listing Rules of Shanghai Stock Exchange (revised in January 2022), the self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 1 - standardized operation, the self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 7 - share repurchase, and the amendment of Appendix 3 of the rules for the listing of securities on the stock exchange of Hong Kong Limited, which came into effect on January 1, 2022, In order to further improve the corporate governance, combined with the actual situation of the company, the company plans to amend the relevant provisions of the Wuxi Apptec Co.Ltd(603259) articles of Association (hereinafter referred to as the "articles of association"), for details, please refer to the annex of this announcement. The proposal on changing the registered capital of the company and the proposal on Amending the articles of association and handling the industrial and commercial change registration need to be submitted to the 2021 annual general meeting of the company for deliberation. On the premise that the above proposal is deliberated and approved by the general meeting of shareholders of the company, the general meeting of shareholders authorizes the board of directors, and the board of directors further authorizes the chairman of the company or other persons further authorized by him to handle the registered capital of the company and the registration and filing of relevant industrial and commercial changes involved in the amendment of the articles of association.
It is hereby announced.
Wuxi Apptec Co.Ltd(603259) board of directors March 24, 2022 Annex: comparison table of amendments to the articles of Association
Before and after modification
Article 6 the registered capital of the company is RMB 2952726521 yuan. 29557521222952726521 yuan.
Article 23 after the establishment of the company, after the establishment of the CSRC, the company issued 104198556 shares to domestic investors and other qualified investors for the first time with the approval of the CSRC, and 104198556 shares to domestic qualified investors for the first time. After the aforesaid issuance, the total number of shares of the company is shares. After the aforesaid issuance, the total number of shares of the company is 1041985556 shares, all of which are RMB ordinary shares.
Shares.
The company was approved by the CSRC in 2018. The company issued 121795400 H shares to overseas investors for the first time and 121795400 H shares to overseas investors for the first time. After the above-mentioned issuance, the total number of shares of the company was 1170062286 shares, all of which were ordinary shares. The number of shares is 1170062286, all of which are ordinary shares. The share capital structure of the company is: ordinary shares. The share capital structure of the company is: 2952726521 ordinary shares, including 29557521222952726521 domestic shares, of which 2563838844 are held by domestic shareholders and 388887677 are held by H-share shareholders. 25635808512563838844 shares, and H-share shareholders hold 3921712713888887677 shares.
Article 30 Where a company acquires its own shares with the approval of the relevant competent authorities of the state, it may choose one of the following ways to acquire its own shares:
(I) repurchase through public trading at the stock exchange (I) repurchase through public trading at the stock exchange; Repurchased in an easy way;
(II) send repurchase offer to all shareholders in the same proportion (II) send repurchase offer to all shareholders in the same proportion; Issue a repurchase offer;
(III) repurchased outside the stock exchange by agreement between the parties (III) outside the stock exchange by agreement; Type repurchase;
(IV) other ways recognized by laws and regulations, laws and administrative regulations of the State Council (IV) and securities regulatory agencies of the State Council and other regulatory agencies recognized by securities regulatory agencies of the State Council. Other ways can be.
If the company purchases its shares due to the circumstances specified in Item (III), item (V) and item (VI), item (V) and item (VI) of Article 29 of the articles of association, it shall purchase its shares in a public manner. If the company purchases its shares in a public manner, it shall do so through a public centralized transaction. Centralized trading.
Article 40 directors, supervisors and senior managers of the company Article 40 directors, supervisors and senior managers of the company, managers holding more than 5% of the shares of the company and shareholders holding more than 5% of the shares of the company, after buying the shares of the company held by them, the shareholders shall
If the securities with equity nature are sold within six months, or the securities with equity nature are bought within six months after they are sold, the proceeds will belong to the company. If the securities are sold within six months, or the securities are bought again within six months after they are sold, the board of directors of the company will recover the proceeds. However, the income thus obtained belongs to the company. The company is a securities company. The board of directors of the company will recover its income from the purchase of after-sales surplus stocks due to underwriting. However, if the securities company holds more than 5% of the shares, the company will not sell the shares. The remaining shares after the sale are subject to the time limit of six months. If the company holds more than 5% of the shares, the board of directors of the company selling the shares does not comply with the provisions of the preceding paragraph, is not subject to the time limit of six months, and there is the CSRC, except that the shareholders have the right to require the board of directors to execute other circumstances specified by the board of directors within 30 days. that 's ok. If the board of directors of the company fails to execute the directors, supervisors and senior managers mentioned in the preceding paragraph within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people's court in the name of the shares held by their own members or natural person shareholders or in other names for the benefit of the company. For securities with equity nature, including those held by their spouses, parents or the board of directors of the company who do not comply with the provisions of paragraph 1, and those held by their children or by using the shares held by others' accounts, the responsible directors shall bear joint and several votes or other securities with equity nature according to law.
Responsibility. If the board of directors of the company fails to implement the provisions of paragraph 1 of the preceding paragraph, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people's court in their own name for the benefit of the company. If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law.
Article 48 in accordance with Article 48 of the State Council, the company may, in accordance with the understanding and agreement reached between the securities regulatory authority under the State Council and the overseas securities regulatory authority, the understanding and agreement reached between the securities regulatory authority under the State Council and the overseas securities regulatory authority, store the list of shareholders of overseas listed foreign capital shares abroad, and entrust the list of overseas proxy shareholders to be stored abroad, And entrust overseas agencies to manage it. Management of overseas listed foreign institutions listed in Hong Kong. The original register of shareholders of overseas listed foreign shares listed in Hong Kong shall be deposited in Hong Kong. The original of the list of foreign-funded shareholders of the listed company shall be checked by the foreign-funded shareholders in Hong Kong; However, the company may keep a copy of the company register at the company's domicile in accordance with the relevant regulations of the Hong Kong regulations on the registration of shareholders; the foreign agency shall ensure the continuation of overseas listing at any time.
Consistency of the original and duplicate of the register of capital shareholders. The company shall keep the original and copy of the register of shareholders of overseas listed foreign capital shares and the copy of the register at the company's domicile; on commission
