Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

WUXI APPTEC CO., LTD.*

無錫藥明康德新藥開發股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2359)

(1) POLL RESULTS OF

THE FIRST EXTRAORDINARY GENERAL MEETING OF 2020;

  1. RESIGNATION OF SUPERVISOR; AND
    1. ELECTION OF SUPERVISOR

The Board of Directors (the "Board") of WuXi AppTec Co., Ltd.* (無錫藥明康德新藥 開發股份有限公司) (the "Company") is pleased to announce the poll results of the first

extraordinary general meeting of 2020 (the "EGM") held on August 31, 2020.

For details of the resolutions considered at the EGM, Shareholders may refer to the notice of the EGM and the circular of the Company dated August 12, 2020 (the "Circular"). Unless otherwise defined, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular.

1. CONVENING AND ATTENDANCE OF THE EGM

The EGM was convened as an on-site meeting at 2:00 p.m. on Monday, August 31, 2020 at Sheraton Shanghai Waigaoqiao Hotel, 28 Jilong Road, Pilot Free Trade Zone, Shanghai, China. Votings at the EGM were taken by poll on site and online through the trading system of the Shanghai Stock Exchange (the "SSE") and a designated voting system of the SSE by holders of A Shares of the Company (the "A Shareholders").

- 1 -

Attendance of the EGM

The total number of the issued Shares of the Company as at the meeting record date was 2,378,884,579, which was the total number of Shares entitling the Shareholders to attend and vote on the resolutions proposed at the EGM. The Connected Selected Participants, who are also Shareholders, and their respective associates, who, to the best knowledge of the Directors' knowledge, information and belief, owned 634,788,673 A Shares (representing approximately 26.6843% of the then issued share capital of the Company) as at the meeting record date were required and had abstained from voting on the ordinary resolutions in respect of (i) the proposed adoption of the H Share Award and Trust Scheme, (ii) the proposed grant of Awards to the Connected Selected Participants under the Scheme; and (iii) the proposed authorization to the Board and/or the Delegatee to handle matters pertaining to the Scheme. There were no Shareholders who were required to abstain from voting in favour when casting votes on any of the resolutions at the EGM according to Rule 13.40 of the Listing Rules. There were no Shareholders, save as disclosed above, who were required to abstain from voting according to the Listing Rules. None of the Shareholders has stated in the Circular his/her/its intention to vote against the relevant resolutions or to abstain from voting.

A total of 808 Shareholders and authorized proxies who were entitled to vote, holding 1,656,000,454 Shares, representing 69.6125% of the total number of Shares with voting rights of the Company, were present at the EGM or participated in the online voting. Among those Shareholders, 807 A Shareholders and authorized proxies, holding 1,437,037,167 A Shares, representing 60.4080% of the total number of Shares with voting rights of the Company, were present at the EGM or participated in the online voting; one holder of H Shares of the Company (the "H Shareholders") and authorized proxies, holding 218,963,287 H Shares, representing 9.2045% of the total number of Shares with voting rights of the Company, were present at the EGM.

- 2 -

2. VOTING RESULTS OF THE EGM

Voting results of the EGM

The A Shareholders and H Shareholders present at the EGM considered and approved the following resolutions by way of open poll via a combination of on-site and online voting, and the voting results are as follows:

ORDINARY RESOLUTIONS

Number of Votes (%)

Approved or

FOR

AGAINST

ABSTAIN

not

1.

To consider and approve the resolution in relation to the

944,985,212

77,230,655

0

Yes

proposed adoption of the H Share Award and Trust Scheme.

(92.4448%)

(7.5552%)

(0.0000%)

2.

To consider and approve the resolution in relation to the

944,859,485

77,230,655

125,727

Yes

proposed grant of Awards to the Connected Selected

(92.4325%)

(7.5552%)

(0.0123%)

Participants.

3.

To consider and approve the resolution in relation to the

945,144,082

76,946,058

125,727

Yes

authorization to the Board and/or the Delegatee to handle

(92.4603%)

(7.5274%)

(0.0123%)

matters pertaining to the H Share Award and Trust Scheme

with full authority.

4.

To consider and elect Mr. Boyang Wu as a Supervisor of the

1,642,632,959

12,858,908

131,607

Yes

second session of the Supervisory Committee.

(99.2154%)

(0.7767%)

(0.0079%)

5.

To consider and approve the resolution in relation to

1,655,366,581

125,286

131,607

Yes

the proposed adjustment of the remuneration scheme of

(99.9845%)

(0.0076%)

(0.0079%)

Supervisors.

SPECIAL RESOLUTIONS

Number of Votes (%)

Approved or

FOR

AGAINST

ABSTAIN

not

6.

To consider and approve the resolution in relation to the

1,655,587,600

235,227

177,627

Yes

proposed change of registered capital of the Company.

(99.9751%)

(0.0142%)

(0.0107%)

7.

To consider and approve the resolution in relation to the

1,655,587,600

235,227

177,627

Yes

proposed amendments to the Articles of Association.

(99.9751%)

(0.0142%)

(0.0107%)

8.

To consider and approve the resolution in relation to

1,655,819,331

3,496

177,627

Yes

the proposed amendments to the Rules of Procedure for

(99.9891%)

(0.0002%)

(0.0107%)

Shareholders' Meetings.

9.

To consider and approve the resolution in relation to the

1,655,822,331

496

177,627

Yes

proposed amendments to the Rules of Procedure for Board

(99.9892%)

(0.0000%)

(0.0108%)

Meetings.

- 3 -

Attestation by Lawyers and Scrutineer

Deloitte Touche Tohmatsu, the auditors of the Company, served as the scrutineer at the EGM for the purpose of vote taking.

The EGM was attested by Fangda Partners, PRC legal advisors to the Company, which issued a legal opinion, certifying that the convening and procedures of the EGM of the Company were in compliance with the relevant PRC laws and regulations and the Articles of Association of the Company. The qualification of the convener and the attendees were lawful and valid. The voting procedures and voting results of the EGM were lawful and valid.

  1. RESIGNATION OF SUPERVISOR
    As disclosed in the relevant announcement of the Company dated July 21, 2020, Mr. Jichao Wang has tendered his resignation to the Supervisory Committee due to other work commitments and will resign as a Supervisor. Since the resignation of Mr. Jichao Wang will render the membership of the Supervisory Committee falling short of the quorum, pursuant to the Articles of Association, Mr. Jichao Wang shall continue fulfilling the duties as Supervisor pursuant to the laws, administrative regulations, departmental rules, normative documents, the Listing Rules, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange and the Articles of Association until a new Supervisor is elected. Mr. Jichao Wang confirmed that he has no disagreement with the Board during the term of his office and there is no matter in relation to his resignation that needs to be brought to the attention of the Shareholders. The Board would like to express its gratitude to Mr. Jichao Wang for his valuable contribution to the Company during his tenure of service.
  2. ELECTION OF SUPERVISOR
    Following the approval of the ordinary resolution number 4 by the Shareholders at the EGM, the Board is pleased to announce that Mr. Boyang Wu (吳柏楊) ("Mr. Wu") was elected as Supervisor of the second session of the Supervisory Committee. For the biographical details of Mr. Wu, please refer to the Circular. As at the date of this announcement, there has been no change to such information except that a letter of appointment dated August 31, 2020 has been entered into between the Company and Mr. Wu, and the term of office of Mr. Wu took effect from the conclusion of the EGM and shall expire at the end of the second session of the Supervisory Committee. The remuneration of Mr. Wu will be determined in accordance with the remuneration scheme of the Supervisors for the second session of the Supervisory Committee (as amended from time to time). Upon the expiry of the term of office, the appointment will automatically be extended to a new term of office upon re-election.

- 4 -

5. AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The resolution on the amendments to the Articles of Association of the Company was approved at the EGM and will take immediate effect.

By Order of the Board

WuXi AppTec Co., Ltd.*

Dr. Ge Li

Chairman

Hong Kong, August 31, 2020

As of the date of this announcement, the Board comprises Dr. Ge Li, Mr. Edward Hu, Dr. Steve Qing Yang, Mr. Zhaohui Zhang, and Dr. Ning Zhao as executive Directors, Mr. Xiaomeng Tong and Dr. Yibing Wu as non-executive Directors and Dr. Jiangnan Cai, Ms. Yan Liu, Mr. Dai Feng, Dr. Hetong Lou and Mr. Xiaotong Zhang as independent non-executive Directors.

*  For identification purposes only

- 5 -

Attachments

  • Original document
  • Permalink

Disclaimer

WuXi AppTec Co. Ltd. published this content on 31 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 August 2020 13:19:07 UTC