Printmgr File

APPENDIX VI STATUTORY AND GENERAL INFORMATION 1. FURTHER INFORMATION ABOUT OUR COMPANY A. Incorporation The predecessor of our Company, WuXi AppTec Ltd. (無錫藥明康德新藥開發有限公司), was established in the PRC in December 2000. Our registered address is at Mashan No.5 Bridge, Binhu District, Wuxi, Jiangsu Province, PRC and our principal place of business is at 288 Fute Zhong Road, Waigaoqiao Free Trade Zone, Shanghai, PRC. We have established a place of business in Hong Kong at Level 54, Hopewell Centre, 183 Queen’s Road East, and was registered with the Registrar of Companies in Hong Kong as a non-Hong Kong company under Part 16 of the Companies Ordinance on November 13, 2018 under the English corporate name of “WuXi AppTec Co., Ltd.” and Chinese corporate name of “無錫藥明康德新藥開發股份有限公司”. Mr. Chi Yao (姚馳) and Ms. Yuen Wing Yan Winnie (袁頴欣), our joint company secretaries, are the authorized representatives of our Company for the acceptance of service of process and notices on behalf of our Company in Hong Kong. The address for service of process on our Company in Hong Kong is the same as its principal place of business in Hong Kong as set out above. As our Company was established in the PRC, we are subject to the relevant laws and regulations of the PRC. A summary of the relevant aspects of laws and regulations of the PRC and our Articles of Association is set out in Appendices IV and V to this prospectus. B. Changes in the Share Capital of our Company Upon the establishment of our Company on December 1, 2000, our registered capital was US$5.6 million. The major changes to our registered capital are as follows: (1) On July 13, 2005, Taihushui, ChinaTechs and Mr. John J. Baldwin transferred all their equity interests to WXAT BVI, our shareholder changed to WXAT BVI as the sole shareholder; (2) On August 2, 2006, the registered capital of the Company was increased from USD 5.6 million to USD 9 million; (3) On March 5, 2008, the registered capital of the Company was increased from USD 9 million to USD 20 million; (4) On March 7, 2016, the registered capital of the Company was increased from USD 20 million to RMB 900,000,000; (5) On March 23, 2016, WXAT BVI transferred its 91% equity interest in our predecessor to 32 entities. See “History and Corporate Development — Reorganization — Push-Down — Step 1” for details; (6) On November 28, 2016, G&C VII Limited transferred 2% equity interest in our predecessor to Shanghai Houshen Investment Center (Limited Partnership) (上海厚燊投資中心 (有限合夥)) for a nominal consideration of RMB1; (7) On January 24, 2017, G&C V Limited, G&C VII Limited, the ESOP Platforms transferred their equity interests in our Company to Fertile Harvest, Brilliant Rich Global Limited, Eastern Star, LCH Investment Limited, Ningbo Meishan Baoshuigangqu Yunlong Investment Management Co., Ltd. (寧波梅山保稅港區澐瀧投資管理有限公司) and Ningbo Hongqi Equity Investment Partnership (Limited — VI-1 — APPENDIX VI STATUTORY AND GENERAL INFORMATION Partnership) (寧波弘祺股權投資合夥企業(有限合夥)), and six investors including China Life Chengda (Shanghai) Healthcare Industry Equity Investment Center (Limited Partnership) (國壽成達(上海)健康產業股權投資中心(有限合夥)), Taikang Insurance Group Inc. (泰康保險集團股份有限公司), Shenzhen Pingan Property Investment Co., Ltd. (深圳市平安置業投資有限公司), Tangshan Jingji Health Industry Fund Partnership (Limited Partnership) (唐山京冀協同健康業基金合夥企業(有限合夥)), Shanghai Yunfeng Hengyuan Investment Center (Limited Partnership) (上海雲鋒衡遠投資中心(有限合夥)) and Ningbo Meishan Baoshuigangqu Yunlong Investment Management Co., Ltd. (寧波梅山保稅港區澐瀧投資管理有限公司), together contributed an aggregate of RMB1,511,480,000 to our Company, among which RMB37,787,000 was contributed to our registered capital, and the remaining RMB1,473,693,000 was kept as our capital reserve. Upon the completion of this capital increase, the total registered capital of our Company amounted to RMB 937,787,000 from RMB900,000,000; (8) On May 8, 2018, the registered capital of the Company was increased from RMB937,787,000 to RMB1,041,985,556 after our Shares listing on SSE; and (9) On November 12, 2018, the registered capital of the Company was increased from RMB1,041,985,556 to RMB1,048,266,886 after the registration of the Restricted A Shares. Immediately following the completion of the Global Offering but without taking into account any H Shares which may be issued upon the exercise of the Over-allotment Option, our registered capital will increase to RMB 1,164,741,086, comprising 1,048,266,886 A Shares and 116,474,200 H Shares fully paid up or credited as fully paid up, representing approximately 90.00% and 10.00% of our registered capital, respectively. Save as disclosed in this prospectus, there has been no other alteration in the share capital of our Company during the two years preceding the date of this prospectus. C. Resolutions Passed by Our Shareholders’ General Meeting in Relation to the Global Offering At the extraordinary general meeting of the Shareholders held on August 22, 2018, the following resolutions, among others, were duly passed: (a) the issue by our Company of H Shares of nominal value of RMB1.00 each and such H Shares be listed on the Hong Kong Stock Exchange; (b) the proposed number of H Shares to be offered initially shall be 10% to 15% (inclusive) of the total issued number of shares as enlarged by the H Shares to be issued pursuant to the Global Offering and before the exercise of the Over-allotment Option. The number of H Shares to be issued pursuant to the exercise of the Over-allotment Option shall not exceed 15% of the total number of H Shares to be offered initially pursuant to the Global Offering; (c) the issue price of the H Shares will be determined after due consideration of the interests of existing Shareholders, the acceptance of investors and issuance risks and in accordance with international practices through the demands for orders and book building process, subject to the domestic and overseas capital market conditions and by reference to the valuation level of comparable companies in domestic and overseas markets; (d) the H Shares shall be issued to overseas investors, and other eligible domestic investors; (e) the method of offering shall be by way of a public offer for subscription in Hong Kong and an international offering to institutional and professional investors; (f) authorization of the Board and its authorized persons to handle all matters relating to, among other things, the Global Offering, the issue and listing of the H Shares; and — VI-2 — APPENDIX VI STATUTORY AND GENERAL INFORMATION (g) subject to the completion of the Global Offering, the conditional adoption of the revised Articles of Association, which shall become effective on the Listing Date. D. Changes in Share Capital of our Material Subsidiaries We have identified certain of our subsidiaries which are material to our operations and/or contributed significantly to our financial performance during the Track Record Period, namely WXAT Shanghai, WXAT Wuhan, WXAT Tianjin, WXAT Suzhou, WXAT HK, WXAT International, WXAT Chengdu, STA, STA Pharmaceutical Hong Kong Limited (合全藥業香港有限公司) and WuXi AppTec, Inc. Save as disclosed below, there has been no alteration in the share capital of any of our material subsidiaries within the two years immediately preceding the date of this prospectus. WXAT Shanghai On August 23, 2017, the registered capital of WXAT Shanghai was increased from RMB210 million to RMB800 million and subsequently increased to RMB1,000 million on June 4, 2018. WXAT Suzhou On June 15, 2018, the registered capital of WXAT Suzhou was increased to RMB600 million from RMB261.77 million. WXAT Tianjin On May 31, 2018, the registered capital of WXAT Tianjin was increased from RMB215.88 million to RMB600 million. WXAT Chengdu On September 20, 2017, WXAT Chengdu was established in the PRC as a limited liability company with an initial registered capital of RMB550 million. STA On December 23, 2016, the registered capital of STA was increased from RMB129.27 million to RMB132.27 million and subsequently increased to RMB145.23 million on November 13, 2017 RMB438.83 million on December 26, 2017 and RMB442.06 million in November 2018 respectively. E. Further Information about Our Subsidiaries Below sets forth the list of our subsidiaries in the PRC as at June 30, 2018: Authorized share capital / Date of No. Name of company Shareholder(s) Shareholding Registered capital establishment 1. WXAT Shanghai Our Company 100% RMB1,000,000,000 April 2, 2002 2. WXAT Wuhan Our Company 60% RMB196,238,960 November 12, 2010 WXAT Shanghai 40% 3. WXAT Suzhou Our Company 80.06% RMB600,000,000 October 8, 2006 WXAT Shanghai 19.94% 4. WXAT Tianjin Our Company 100% RMB600,000,000 June 5, 2006 5. WXAT Chengdu Our Company 100% RMB550,000,000 September 20, 2017 — VI-3 — APPENDIX VI STATUTORY AND GENERAL INFORMATION Authorized share capital / Date of No. Name of company Shareholder(s) Shareholding Registered capital establishment 6. STA WXAT Shanghai 86.34% Shanghai STA Investment 1.19% Management Partnership January 23, 2003 (Limited Partnership) (上海 RMB 438,826,600 合全投資管理合夥企業(有限合夥)) Other shareholders 12.47% 7. Shanghai STA STA 100% RMB 30,000,000 April 15, 2011 Pharmaceutical R&D Co., Ltd. (上海合全藥物研發有限公司) 8. Changzhou SynTheAll STA 90% RMB 945,000,000 September 29, Pharmaceutical Co., Ltd. (常 Shanghai STA 10% 2013 州合全藥業有限公司) Pharmaceutical R&D Co., Ltd. (上海合全藥物研發有限公司) 9. Changzhou STA Changzhou SynTheAll 100% RMB 8,000,000 December 15, 2011 Pharmaceutical R&D Co., Pharmaceutical Co., Ltd. (常 Ltd (常州合全新藥研發有限州合全藥業有限公司) 公司) 10. Shanghai STA STA 97.50% RMB 64,000,000 February 21, 2017 Pharmaceutical Product Co., Shanghai STA 2.50% Ltd. (上海合全醫藥有限公司) Pharmaceutical R&D Co., Ltd. (上海合全藥物研發有限公司) 11.

Load more