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    603259   CNE1000031K4

WUXI APPTEC CO., LTD.

(603259)
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WuXi AppTec : UNLOCKING AND TRADING OF THE INITIAL GRANT OF RESTRICTED A SHARES FOR THE SECOND UNLOCKING PERIOD UNDER THE 2018 A SHARE INCENTIVE PLAN

05/07/2021 | 03:13am EDT

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)

UNLOCKING AND TRADING OF THE INITIAL GRANT OF

RESTRICTED A SHARES FOR THE SECOND UNLOCKING PERIOD

UNDER THE 2018 A SHARE INCENTIVE PLAN

References are made to the (i) prospectus of WuXi AppTec Co., Ltd.* (無錫藥明康德 新藥開發股份有限公司) (the "Company" together with its subsidiaries, the "Group")

dated December 3, 2018 (the "Prospectus"); and (ii) the announcements of the Company in relation to, among other things, the repurchase and cancellation of part of the Restricted A Shares granted under the Restricted A Shares and Stock Option Incentive Plan of 2018 adopted by the Company (the "2018 A Share Incentive Plan") dated March 22, 2019, June 13, 2019, June 18, 2019, July 19, 2019, September 17, 2019, September 20, 2019, June 10, 2020, August 16, 2020, August 19, 2020, October 19, 2020, December 14, 2020 and December 17, 2020. Unless otherwise stated, the terms used in this announcement shall have the same meanings as defined in the Prospectus.

The 2018 A Share Incentive Plan was approved in the Shareholders' meeting and became effective on August 22, 2018. The Shares granted under the 2018 A Share Incentive Plan consist of Restricted A Shares and A Share share options. The date of the initial grant of the Restricted A Shares (the "Initial Grant") under the 2018 A Share Incentive Plan was August 28, 2018.

On April 28, 2021, the Board considered and approved, among other things, the resolutions in relation to the fulfilment of the conditions for unlocking the Restricted A Shares granted under the Initial Grant for the second Unlocking Period (as defined below). As a result, a total of 1,215 incentive participants have satisfied the conditions for unlocking the Restricted A Shares granted under the Initial Grant for the second Unlocking Period (as defined below) and a total of 3,346,183 Restricted A Shares were unlocked, representing approximately 0.14% of the total share capital of the Company and approximately 0.16% of the total number of A Shares of the Company as at the date of this announcement, respectively.

- 1 -

FULFILLMENT OF CONDITIONS FOR UNLOCKING THE INITIAL GRANT OF RESTRICTED A SHARES FOR THE SECOND UNLOCKING PERIOD UNDER THE 2018 A SHARE INCENTIVE PLAN

  1. Expiry of the lock-up period
    Pursuant to the terms of the 2018 A Share Incentive Plan, the Restricted A Shares granted under the Initial Grant are subject to lock-up for 12, 24 and 36 months (each a "Lock-upPeriod") from the date on which the registration of the Restricted A Shares granted under the Initial Grant is completed (the "Registration Date"). The unlocking periods (each, an "Unlocking Period") in relation to the Restricted A Shares granted under the Initial Grant are as follows:

Proportion

Unlocking Period

of unlocking

First Unlocking Period

From the first trading day of the Shanghai

40%

Stock Exchange after 12 months

from the Registration Date to the last

trading day within 24 months from the

Registration Date

Second Unlocking Period

From the first trading day of the Shanghai

30%

Stock Exchange after 24 months

from the Registration Date to the last

trading day within 36 months from the

Registration Date

Third Unlocking Period

From the first trading day of the Shanghai

30%

Stock Exchange after 36 months

from the Registration Date to the last trading day within 48 months from the Registration Date

- 2 -

The second Unlocking Period shall commence from the first trading day of the Shanghai Stock Exchange after 24 months from the Registration Date to the last trading day within 36 months from the Registration Date. As the Registration Date was November 12, 2018, the second Lock-up Period has expired on November 11, 2020 while the second Unlocking Period commenced on November 12, 2020. Incentive participants are entitled to apply for unlocking 30% of the Restricted A Shares held by them upon the fulfillment of certain specific conditions.

  1. Black-outPeriod of the Restricted A Shares under the Initial Grant
    Pursuant to the terms of the 2018 A Share Incentive Plan, no incentive participant shall transfer the Restricted A Share to any third party in any form within the six months from the expiration of each Lock-up Period (the "Black-outPeriod").
    The second Black-out Period for the Restricted A Shares under the Initial Grant will expire on May 11, 2021.
  2. Fulfillment of conditions for unlocking of Restricted A Shares under the Initial Grant for the second Unlocking Period
    Pursuant to the terms of the 2018 A Share Incentive Plan, the following conditions must be fulfilled before the Restricted A Shares granted under the Initial Grant can be unlocked:
    1. None of the following circumstances has occurred to the Company:
      1. issue of the Company's financial and accounting report for the most recent accounting year in which a certified public accountant gives a negative opinion or indicates the inability to give an opinion;
      2. issue of the Company's financial internal control report for the most recent accounting year in which a certified public accountant gives a negative opinion or indicates the inability to give an opinion;
      3. the Company has distributed profit in violation of the laws and regulations, Articles of Associations or public undertakings within the most recent 36 months after listing;
      4. the implementation of the share incentive scheme is forbidden by the laws and regulations; and
      5. other circumstances as determined by the CSRC.

- 3 -

  1. None of the following circumstances has occurred to the incentive participant:
    1. such incentive participant is deemed as an inappropriate candidate by the relevant stock exchange in the most recent 12 months;
    2. such incentive participant is deemed as an inappropriate candidate by the CSRC or its agency authorities in the most recent 12 months;
    3. such incentive participant has been imposed administrative penalties or is banned from the securities market by the CSRC or its agency authorities due to material non-compliance of laws and regulations in the most recent 12 months;
    4. occurrence of circumstances under which such incentive participant is prohibited from acting as a director or member of the senior management of a company, as stipulated in the Company Law of the People's Republic of China;
    5. such incentive participant is prohibited by laws and regulations from participating in equity incentive scheme of listed companies; and
    6. other circumstances as determined by the CSRC.
  1. The following performance targets must be achieved for unlocking the Restricted A Shares under the Initial Grant:
    1. Performance target at the Group's level

Unlocking period

Performance targets

First Unlocking Period of the

The growth rate of operating income for

Initial Grant

2018 is not less than 15% of that of

2017

Second Unlocking Period of

The growth rate of operating income for

the Initial Grant

2019 is not less than 30% of that of

2017

Third Unlocking Period of the

The growth rate of operating income for

Initial Grant

2020 is not less than 45% of that of

2017

T h e o p e r a t i n g i n c o m e o f t h e C o m p a n y f o r 2 0 1 9 w a s RMB12,872,206,437.16, representing an increase of 65.77% when compared with that of 2017, and thus the performance target of the Group for the second Unlocking Period was achieved.

- 4 -

  1. Performance target at individual level:
    Pursuant to the employee performance appraisal system of the Company, the remuneration and appraisal committee of the Company shall conduct annual performance appraisal on the incentive participants of the 2018 A Share Incentive Plan and determine their respective performance rating. The number of the Restricted A Shares to be unlocked for an incentive participant shall be determined as follows:
    The actual number of the Restricted A Shares to be unlocked for that particular year = Standard factor x the number of Restricted A Shares allowed to be unlocked for that particular year
    The standard factor shall be 100% if the performance rating is B or above; or 0% if the performance rating is below B.
    There were 1,224 incentive participants under the Initial Grant of the Restricted A Shares under the 2018 A Share Incentive Plan, among which 9 incentive participants had not reached the performance target at individual level for 2019, and the Restricted A Shares granted to them which are ineligible to be unlocked for the second Unlocking Period have been repurchased and cancelled by the Company in accordance with the term of the 2018 A Share Incentive Plan in August 2020. The remaining 1,215 incentive participants have reached the performance requirements at individual level and have fulfilled the conditions for unlocking the Restricted A Shares granted under the Initial Grant for the second Unlocking Period.

In light of the above, a total of 1,215 incentive participants have satisfied the conditions for unlocking the Restricted A Shares granted under the Initial Grant for the second Unlocking Period and a total of 3,346,183 Restricted A Shares were unlocked, representing approximately 0.14% of the total share capital of the Company and approximately 0.16% of the total number of A Shares of the Company as at the date of this announcement, respectively.

- 5 -

  1. Details of the incentive participants and the number of Restricted A Shares granted under the Initial Grant which have been unlocked in the second Unlocking Period
    Details of the incentive participants who have satisfied the conditions for unlocking the respective Restricted A Shares granted under the Initial Grant for the second Unlocking Period pursuant to the 2018 A Share Incentive Plan are set out as follows:

Proportion of

Restricted A Shares

granted under the

Initial Grant to be

unlocked for the

second Unlocking

Period to the total

number of Restricted

Number of Restricted

Number of Restricted

A Shares granted

A Shares granted

A Shares granted

to the incentive

under the Initial

under the Initial

participants under

Grant pursuant to

Grant to be unlocked

the Initial Grant

No.

Name

Position

the 2018 A Share

for the second

pursuant to 2018 A

Incentive Plan

Unlocking Period

Share Incentive Plan

(Shares)

(Shares)

(%)

1.

Edward Hu

Executive director, vice chairman and global chief

178,360

53,508

30.00

investment officer

2.

Steve Qing Yang

Executive director and co-chief executive officer

127,007

38,102

30.00

3.

Shuhui Chen

Vice president

185,611

55,683

30.00

4.

Chi Yao

Board secretary

26,264

7,879

30.00

5.

1,211 incentive participants which consist of senior-level managers,

10,636,703

3,191,011

30.00

mid-level managers and backbone technicians, and junior-level

managers and other technicians of the Company

A total of 1,215 incentive participants

11,153,945

3,346,183

30.00

- 6 -

  1. Changes in share capital structure of the Company

Unit: Share

Before the

Changes in share

Nature of Shares

change

capital

After the change

Shares with restricted

conditions

24,849,276

-3,346,183

21,503,093

A Shares

Shares without restricted

conditions

2,110,009,161

3,346,183

2,113,355,344

Sub-total

2,134,858,437

0

2,134,858,437

H Shares

315,775,162

0

315,775,162

Total

2,450,633,599

0

2,450,633,599

  1. Commencement of trading
    Trading of the aforementioned unlocked Restricted A Shares shall commence on May 12, 2021.

OPINION OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

The independent non-executive Directors (the "INEDs") had formed the following independent opinion:

The unlocking arrangement of the Company is in compliance with the "Administrative Measures of Share Incentive Plan of Listed Companies" and other relevant laws and regulations as well as the requirements of 2018 A Share Incentive Plan and the "Methods of Implementation, Assessment and Management of the Restricted Share and Share Option Incentive Scheme of WuXi AppTec Co., Ltd. for 2018". The relevant conditions of the unlocking have been satisfied. The unlocking arrangement of the Company is in compliance with the relevant requirements and is not detrimental to the interest of the Company and its Shareholders as a whole. Accordingly, the INEDs approved the unlocking of 3,346,183 Restrict A Shares of 1,215 incentive participants granted under the Initial Grant under the 2018 A Share Incentive Plan for the second Unlocking Period in accordance with the relevant requirements and regulations.

- 7 -

OPINION FROM THE SUPERVISORY COMMITTEE

The Supervisory Committee had formed the following opinion:

The unlocking conditions have been fulfilled. The qualification of the 1,215 incentive participants as incentive participants under the Initial Grant of the 2018 A Share Incentive Plan is legal and effective. The unlocking arrangement of the Company does not violate the relevant laws and regulations and is not detrimental to the interest of the Company and its Shareholders as a whole. Accordingly, the Supervisory Committee approved the unlocking of 3,346,183 Restrict A Shares of 1,215 incentive participants under the Initial Grant under the 2018 A Share Incentive Plan for the second Unlocking Period in accordance with the relevant requirements and regulations.

LEGAL OPINION FROM THE PRC COUNSEL

Fangda Partners, the PRC legal advisor of the Company, is of the opinion that the unlocking is in compliance with the requirements of the 2018 A Share Incentive Plan and the "Methods of Implementation, Assessment and Management of the Restricted Share and Share Option Incentive Scheme of WuXi AppTec Co., Ltd. for 2018", and the Company has fulfilled the necessary unlocking procedures in compliance with the applicable PRC laws and the 2018 A Share Incentive Plan.

By order of the Board

WuXi AppTec Co., Ltd.*

Dr. Ge Li

Chairman

Hong Kong, May 6, 2021

As of the date of this announcement, the board of directors of the Company 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

- 8 -

Disclaimer

WuXi AppTec Co. Ltd. published this content on 06 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 May 2021 07:12:04 UTC.


© Publicnow 2021
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