Wuxi Apptec Co., Ltd.* 無錫藥明康德新藥開發股份有限公司
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in WuXi AppTec Co., Ltd.* (無錫藥明康德新藥開發股份有限公司), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. 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) WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2020; (2) WORK REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2020; (3) FINANCIAL REPORT FOR THE YEAR 2020; (4) PROPOSED 2020 PROFIT DISTRIBUTION PLAN; (5) PROPOSED GRANTING OF THE CONVERTIBLE BONDS-RELATED SPECIFIC MANDATE TO ISSUE ADDITIONAL CONVERSION SHARES; (6)PROPOSED ADJUSTMENT TO THE ANNUAL ALLOWANCE OF INDEPENDENT NON-EXECUTIVE DIRECTORS; (7) PROPOSED RELATED PARTIES TRANSACTIONS; (8) PROPOSED PROVISION OF EXTERNAL GUARANTEES FOR SUBSIDIARIES; (9) PROPOSED AUTHORIZATION TO THE INVESTMENT DEPARTMENT OF THE COMPANY TO DISPOSE OF LISTED AND TRADING SHARES OF LISTED COMPANIES HELD BY THE COMPANY; (10) PROPOSED RE-APPOINTMENT OF AUDITORS FOR THE YEAR 2021; (11) PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE A SHARES AND/OR H SHARES; (12) PROPOSED GRANTING OF REPURCHASE MANDATE TO REPURCHASE A SHARES AND/OR H SHARES; (13) PROPOSED INCREASE OF REGISTERED CAPITAL; (14) PROPOSED AMENDMENTS OF THE ARTICLES OF ASSOCIATION; (15) PROPOSED FOREIGN EXCHANGE HEDGING LIMIT; (16) PROPOSED AMENDMENTS TO THE WORK POLICIES OF THE INDEPENDENT DIRECTORS; AND (17) NOTICE OF 2020 AGM AND 2021 FIRST H SHARE CLASS MEETING The notice convening the 2020 AGM and the notice convening the H Share Class Meeting to be held at Sheraton Shanghai Waigaoqiao Hotel, 28 Jilong Road, Pilot Free Trade Zone, Shanghai, China on Thursday, May 13, 2021 at 2:00 p.m. are set out in this circular. Whether or not you are able to attend the 2020 AGM and/or the H Share Class Meeting, please complete and sign the enclosed form of proxy for use at the 2020 AGM and/or the H Share Class Meeting in accordance with the instructions printed thereon and return it to the H Share Registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 24 hours before the time appointed for the 2020 AGM and/or the H Share Class Meeting (i.e. not later than 2:00 p.m. on Wednesday, May 12, 2021 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the 2020 AGM and/or the H Share Class Meeting if they so wish. This circular together with the form of proxy are also published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.wuxiapptec.com.cn). References to time and dates in this circular are to Hong Kong time and dates. * For identification purpose only April 9, 2021 CONTENTS Page Expected Timetable .................................................... ii Definitions ........................................................... 1 Letter from the Board .................................................. 7 Appendix I — Work Report of the Board of Directors for the Year 2020 .... I-1 Appendix II — Work Report of the Supervisory Committee for the Year 2020 .................................. II-1 Appendix III — Financial Report for the Year 2020 ...................... III-1 Appendix IV — Proposed Provision of External Guarantees for Subsidiaries . IV-1 Appendix V — Proposed Granting of General Mandate to Issue A Shares and/or H Shares ....................... V-1 Appendix VI — Proposed Granting of Repurchase Mandate ............... VI-1 Appendix VII — Explanatory Statement on the Repurchase Mandate ........ VII-1 Appendix VIII — Proposed Foreign Exchange Hedging Limit ............... VIII-1 Appendix IX — Proposed Amendments to the Work Policies of the Independent Directors ........................... IX-1 Notice of Annual General Meeting of 2020 .................................. AGM-1 Notice of the First H Share Class Meeting for 2021 ........................... HCM-1 –i– EXPECTED TIMETABLE The expected timetable for the 2020 Capitalization of Reserve and 2020 Profit Distribution, which are subject to Shareholders’ approval of the 2020 Profit Distribution Plan at the 2020 AGM, the A Share Class Meeting and the H Share Class Meeting, as set forth below is indicative only and has been prepared on the assumption that all conditions of the 2020 Capitalization of Reserve and 2020 Profit Distribution will be fulfilled. Any consequential changes to the expected timetable will be announced in a separate announcement by the Company as and when appropriate. Last day of dealings in H Shares on a cum-entitlement basis ..........Thursday, May 27, 2021 First day of dealings in H Shares on an ex-entitlement basis ............Friday, May 28, 2021 Latest time for lodging transfer documents of H Shares for entitlement to the 2020 Capitalization of Reserve and 2020 Profit Distribution..................................4:30 p.m., Monday, May 31, 2021 Book closure period for determining H Shareholders’ entitlement to the 2020 Capitalization of Reserve and 2020 Profit Distribution(Note 2) ........................................Tuesday, June 1, 2021 to Monday, June 7, 2021(Note 3) Record date for determining H Shareholders’ entitlement to the 2020 Capitalization of Reserve and 2020 Profit Distribution ..........Monday, June 7, 2021 Register of H Shareholders of the Company reopens ..................Tuesday, June 8, 2021 Notes: 1. The Company will issue a separate announcement regarding the date of despatch of the certificates for the 2020 Capitalization Shares and the cheques for the 2020 Profit Distribution, and the date of the commencement of dealings in the 2020 Capitalization Shares. 2. If there is a tropical cyclone warning signal number 8 or above, or a black rainstorm warning: (a) in force in Hong Kong at any local time before 12:00 noon but no longer in force after 12:00 noon, the latest time for lodging transfer documents will remain at 4:30 p.m. on the same Business Day; (b) in force in Hong Kong at any local time between 12:00 noon and 4:30 p.m., the latest time for lodging transfer documents will be rescheduled to 4:30 p.m. on the following Business Day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:30 p.m. 3. Both days inclusive. –ii– DEFINITIONS “2018 A Share Incentive Plan” the share incentive scheme adopted by the Company on August 22, 2018, the principal terms of which are summarized in the Prospectus in “Appendix VI — Statutory and General Information — 2. Further Information about our Business — B. Share Incentive Schemes — (A) 2018 WuXi AppTec A Share Incentive Scheme” “2019 A Share Incentive Plan” 2019 Restricted A Shares and Stock Option Incentive Plan of the Company adopted on September 22, 2019, the details of which are disclosed in the circular of the Company dated August 5, 2019 “2019 AGM” the annual general meeting of the Company held on Friday, May 15, 2020, at which the Shareholders approved, among others, the payment of the 2019 Profit Distribution and the 2019 Capitalization of Reserve “2019 Capitalization of Reserve” the issuance of 4 2019 Capitalization Shares for every 10 Shares by way of capitalization of reserve under the 2019 Profit Distribution Plan “2019 Capitalization Shares” the new Shares to be allotted and issued under the 2019 Capitalization of Reserve by the Company “2019 Profit Distribution” the proposed distribution of cash dividend of RMB3.37 for every 10 Shares (inclusive of tax) under the 2019 Profit Distribution Plan “2019 Profit Distribution Plan” the profit distribution plan of the Company for the year ended December 31, 2019 including which includes the 2019 Capitalization of Reserve and the 2019 Profit Distribution –1– DEFINITIONS “2020 AGM” the annual general meeting of the Company to be held at Sheraton Shanghai Waigaoqiao Hotel, 28 Jilong Road, Pilot Free Trade Zone, Shanghai, China on Thursday, May 13, 2021 at 2:00 p.m., to consider and, if appropriate, approve the resolutions contained in the notice of the meeting which are set out on pages AGM-1 to AGM-8 of this circular, or any adjournment thereof “2020 Capitalization of Reserve” the issuance of 2 2020 Capitalization Shares for every 10 Shares by way of capitalization of reserve under the 2020 Profit Distribution Plan “2020 Capitalization Shares” the new Shares to be allotted and issued under the 2020 Capitalization of Reserve by the Company “2020 New Capitalization A Shares” the new A Shares to be allotted and issued under the 2020 Capitalization of Reserve “2020 New Capitalization H the new H Shares to