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
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(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
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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. Changzhou SynTheAll STA Pharmaceutical Hong 100% US$36,000,000 December 9, 2016 Trading Co., Ltd (常州合全貿 Kong Limited (合全藥業香港 易有限公司) (Note 1) 有限公司) 12. WuXi Clinical Development WXAT Shanghai 100% RMB 96,323,529 September 23, Services (Shanghai) Co., Ltd. 2011 (上海康德弘翼醫學臨床研究 有限公司) 13. WuXi AppTec (Haimen) WXAT Shanghai 100% RMB 8,000,000 July 2, 2012 Co., Ltd. (海門藥明康德新藥 開發有限公司)（Note 2） 14. Jiecheng Med-Tech WuXi Clinical Development RMB 900,000 December 26, 2006 Development Co., Ltd. (上海 Services (Shanghai) Co., Ltd. 100% 傑誠醫藥科技有限公司) (上海康德弘翼醫學臨床研究 (Note 3) 有限公司) 15. MedKey WXAT Shanghai 100% RMB 5,000,000 February 24, 2009
16. Shanghai WXAT Investment WXAT Shanghai 100% RMB 8,000,000 September 19, Management Co., Ltd. (上海 2014 藥明康德投資管理有限公司) 17. Shanghai STA Investment Shanghai WXAT Investment Sole RMB 9,393,969.58 January 29, 2015 Management Partnership Management Co., Ltd. (上海 general (Limited Partnership) (上海 藥明康德投資管理有限公司) partner 合全投資管理合夥企業(有限 合夥)) 18. WXAT Investment WXAT Shanghai 100% RMB 38,000,000 June 29, 2011 Development Co., Ltd. (無錫 藥明康德投資發展有限公司)
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Authorized share capital / Date of No. Name of company Shareholder(s) Shareholding Registered capital establishment
19. MedShine Discovery Inc. (南 WXAT Investment 90% RMB 30,000,000 December 16, 2011 京明德新藥研發股份有限公 Development Co., Ltd. (無錫 司) 藥明康德投資發展有限公司) Our Company 10%
20. WuXi PharmaTech Equity WXAT Investment 100% RMB 2,000,000 August 11, 2011 Investment Management Co., Development Co., Ltd. (無錫 Ltd. (無錫藥明康德股權投資 藥明康德投資發展有限公司) 管理有限公司) 21. WuXi PharmaTech WXAT Investment Sole RMB 2,500,000 July 21, 2011 Biomedical Investment Development Co., Ltd. general Management Enterprise (無錫藥明康德投資發展有限 partner (Limited Partnership) 公司) (無錫藥明康德生物醫藥投資 Our Company Sole 管理企業(有限合夥) ) limited partner
22. WuXi PharmaTech Phase I WuXi PharmaTech Sole RMB 200,000,000 August 16, 2011 Investment Enterprise Biomedical Investment general (Limited Partnership) Management Enterprise partner (無錫藥明康德一期投資企 (Limited Partnership) 業(有限合夥) ) (無錫藥明康德生物醫藥投資 管理企業(有限合夥) ) WXAT Tianjin Limited WXAT Shanghai partners
23. Beijing WXAT New Drug WXAT Shanghai 100% RMB 20,000,000 March 25, 2016 Research Co., Ltd. (北京藥明康德新藥技術開發 有限公司) 24. WuXi STA Pharmaceutical STA 75% US$60,000,000 August 16, 2016 Technology Co., Ltd. STA Pharmaceutical Hong 25% Kong Limited (合全藥業香港 有限公司) 25. WuXi STA Pharmaceutical WuXi STA Pharmaceutical 100% RMB28,000,000 September 5, 2002 Co., Ltd. Technology Co., Ltd. (無錫合 (無錫合全藥業有限公司) 全醫藥科技有限公司) (formerly known as Jiangsu Xinfu Pharmaceutical Co., Ltd. (江蘇信孚藥業有限公司) and WuXi AppTec Pharmaceutical Co., Ltd. (無 錫藥明康德藥業有限公司)) 26. Shanghai WXAT WXAT Shanghai 100% RMB 100,000,000 October 10, 2016 Pharmaceutical Technology Co., Ltd. (上海藥明康德醫藥 科技有限公司) 27. Shanghai WXAT WXAT Shanghai 100% RMB 100,000,000 October 10, 2016 Pharmaceutical Co., Ltd. (上 海藥明康德藥業有限公司) 28. Abgent Biotechnology WXAT Suzhou 100% RMB 10,000,000 January 7, 2009 (Suzhou) Co., Ltd. (百奇生物 科技(蘇州) 有限公司) 29. XBL-China, Inc. WXAT Suzhou 100% RMB 40,982,640 June 2, 2008 (南京美新諾醫藥科技有限公 司)
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Authorized share capital / Date of No. Name of company Shareholder(s) Shareholding Registered capital establishment
30. LabNetwork (Tianjin) LabNetwork B.V. 100% US$1,000,000 August 27, 2015 Chemical Technology Co., Ltd. (覽博(天津) 化學科技有 限公司) 31. AppTec LabNetwork LabNetwork (Tianjin) 100% RMB 10,000,000 July 27, 2016 (Wuhan) Chemical Chemical Technology Co., Technology Co., Ltd. (藥明覽 Ltd. 博(武漢) 化學科技有限公司) (覽博(天津) 化學科技有限公 司) 32. Shanghai HD Biosciences WXAT Shanghai 100% RMB 30,766,700 July 22, 2008
33. WuXi Clinical Development Chengdu Jiulian Investment RMB 15,000,000 April 28, 2017 Services (Chengdu) Co., Ltd. Co., Ltd. (成都九聯投資有限 35% (成都康德弘翼醫學臨床研究 公司) 有限公司) WuXi Clinical Development 65% Services (Shanghai) Co., Ltd. (上海康德弘翼醫學臨床研究 有限公司) 34. Shanghai STA Logistics Co., STA 100% RMB 2,000,000 August 17, 2017 Ltd. (上海合全物流有限公司) 35. WuXi ATU (Note 4) WXAT Shanghai 100% RMB 100,000,000 September 29, 2017
36. Changzhou STA STA Pharmaceutical Hong 100% US$120,000,000 November 15, 2017 Pharmaceutical Technology Kong Limited (合全藥業香港 Co., Ltd. 有限公司) (常州合全醫藥科技有限公司) 37. Nantong WXAT WXAT Shanghai 75% RMB 150,000,000 April 26, 2018 Pharmaceutical Technology Co., Ltd. (南通藥明康德醫藥科技有限 WuXi AppTec (HongKong) 25% 公司) Limited
Notes:
(1) As at the Latest Practicable Date, the deregistration of Changzhou SynTheAll Trading Co., Ltd was in progress.
(2) The deregistration of WuXi AppTec (Haimen) Co., Ltd. was completed on July 20, 2018.
(3) The deregistration of Jiecheng Med-Tech Development Co., Ltd. (上海傑誠醫藥科技有限公司) was completed on August 17, 2018.
(4) WuXi ATU was renamed from 無錫藥明生基醫藥科技有限公司 to 無錫生基醫藥科技有限公司 on August 21, 2018.
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Below sets forth the list of our subsidiaries in Hong Kong and overseas as at June 30, 2018:
Registered capital / Shareholding Issued share capital / Place of Date of No. Name of company Shareholder / partner / partnership capital contribution Establishment Establishment
1. WXAT International Our Company 100% 50,000 shares BVI December 17, 2015 2. WXAT HK Our Company 100% HK$10,000 Hong Kong March 26, 2012 3. STA Pharmaceutical STA 100% HK$10,000 Hong Kong April 12, 2011 Hong Kong Limited (合全藥業香港有限公 司) 4. STA Pharmaceutical STA Pharmaceutical 100% US$100 United States May 20, 2015 U.S. LLC (formerly Hong Kong Limited known as STA Sales (合全藥業香港有限公 LLC) 司) 5. WuXi AppTec (Hong WXAT Shanghai 80% HK$10,000 Hong Kong January 6, 2015 Kong) Holding Limited WXAT Tianjin 20% (天津藥明) 6. XBL WXAT Suzhou 100% Issued capital: 1,000 United States September 22, ordinary shares with 2014 par value of US$0.1 each 7. WuXi AppTec Lab WXAT Suzhou 100% HK$10,000 Hong Kong December 10, 2010 Testing and Diagnosis (Hong Kong) Limited (香港測全有限公司) (formerly known as Shanghai AppTec (HK) Limited (上海藥 明康德(香港)有限公 司)) 8. WuXi AppTec Korea WXAT HK 100% Authorized capital: Korea December 21, 2015 Co., Ltd. 2,000,000 shares with par value of W5000 each 9. HD Bioscience WXAT HK 100% HK$10,000 Hong Kong December 6, 2017 Co., Limited 10. Sino Path Holdings WXAT International 100% US$50,000 BVI February 6, 2008 Limited 11. XBL (BVI) Limited Sino Path Holdings 100% US$50,000 BVI January 30, 2008 Limited 12. XBL (HK) Limited (新 XBL (BVI) Limited 100% HK$1 Hong Kong January 18, 2008 澳投資有限公司) 13. WuXi AppTec LN WXAT International 100% US$50,000 Cayman July 23, 2014 (Cayman) Inc. (藥明康 Islands 德覽博(開曼)有限公司) 14. LabNetwork B.V. WuXi AppTec LN 100% US$2 Netherlands December 11, 2014 (Cayman) Inc. (藥明康 德覽博(開曼)有限公司) 15. LabNetwork Inc. LabNetwork B.V. 100% Authorized United States November 14, 2014 capital:1,000 ordinary shares no par value; Issued capital: 1 ordinary share with no par value 16. LabNetwork GmbH LabNetwork B.V. 100% €25,000 Germany May 22, 2015 17. WuXi AppTec UK WXAT International 100% £1,000 United January 17, 2011 Ltd. Kingdom
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Registered capital / Shareholding Issued share capital / Place of Date of No. Name of company Shareholder / partner / partnership capital contribution Establishment Establishment 18. WuXi AppTec WXAT International 100% US$10 United States December 31, 2007 Holding Company, Inc.
19. WuXi AppTec Sales, WuXi AppTec 100% US$100 United States January 19, 2011 LLC. Holding Company, Inc.
20. WuXi AppTec, Inc. WuXi AppTec 100% US$10 United States November 26, 2002 Holding Company, Inc.
21. Abgent WuXi AppTec 100% US$1,800 United States June 5, 2001 Holding Company, Inc
22. WuXi AppTec HDB WuXi AppTec 100% US$100 United States March 15, 2017 LLC Holding Company, Inc.
23. HD Biosciences Inc. WuXi AppTec HDB 100% 100 shares United States February 10, 2014 LLC
24. Crelux WuXi AppTec 100% €25,200 Germany February 24, 2005 Holding Company, Inc.
25. WuXi PharmaTech WXAT International 100% US$50,000 Cayman May 24, 2011 Investment Holdings Islands (Cayman) Inc.
26. WuXi PharmaTech WuXi PharmaTech 100% US$50,000 Cayman May 24, 2011 Investment Investment Holdings Islands Management (Cayman) (Cayman) Inc. Inc.
27. WuXi PharmaTech WuXi PharmaTech General US$2 Cayman May 24, 2011 Fund I General Partner Investments (Cayman) Partner Islands L.P. Inc. WXAT International Limited Partner
28. WuXi PharmaTech WuXi PharmaTech General US$2 Cayman May 24, 2011 Healthcare Fund I L.P. Fund I General Partner Partner Islands L.P. WuXi AppTec (Hong Limited Kong) Holding Partner Limited
29. WuXi PharmaTech WuXi PharmaTech 100% US$50,000 Cayman May 24, 2011 Investments (Cayman) Investment, Holdings Islands Inc. (Cayman) Inc.
30. WuXi AppTec (HK) WXAT HK 75% HK$10,000,000 Hong Kong January 15, 2018 Healthcare Limited Healthy China Medical 25% Group Limited (Note 1)
Notes:
(1) Healthy China Medical Group Limited is an Independent Third Party.
(2) As of the Latest Practicable Date, certain of our subsidiaries mentioned above with minimal business activities were deregistered or under deregistration for the purpose of streamlining our business operation.
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2. FURTHER INFORMATION ABOUT OUR BUSINESS
A. Summary of Our Material Contracts
We have entered into the following contracts (not being contracts entered into in the ordinary course of business) within the two years immediately preceding the date of this prospectus that are or may be material:
(a) the capital increase agreement dated December 9, 2016 between 國壽成達(上海)健康產業股權投資中 心(有限合夥) and our Company, pursuant to which 國壽成達(上海)健康產業股權投資中心(有限合夥) contributed RMB500,000,000 to our Company, among which RMB12,500,000 was contributed to our registered capital and the remaining RMB487,500,000 was kept as our capital reserve;
(b) the capital increase agreement dated December 9, 2016 between 唐山京冀協同健康產業基金合夥企 業(有限合夥) and our Company, pursuant to which 唐山京冀協同健康產業基金合夥企業(有限合夥) contributed RMB150,000,000 to our Company, among which RMB3,750,000 was contributed to our registered capital and the remaining RMB146,250,000 was kept as our capital reserve;
(c) the capital increase agreement dated December 9, 2016 between 上海雲鋒衡遠投資中心(有限合夥) and our Company, pursuant to which 上海雲鋒衡遠投資中心(有限合夥) contributed RMB150,000,000 to our Company, among which RMB3,750,000 was contributed to our registered capital and the remaining RMB146,250,000 was kept as our capital reserve;
(d) the capital increase agreement dated December 9, 2016 between 寧波梅山保稅港區澐瀧投資管理有限 公司 and our Company, pursuant to which 寧波梅山保稅港區澐瀧投資管理有限公司 contributed RMB11,480,000 to our Company, among which RMB287,000 was contributed to our registered capital and the remaining RMB11,193,000 was kept as our capital reserve;
(e) the capital increase agreement dated December 13, 2016 between 泰康保險集團股份有限公司 and our Company, pursuant to which 泰康保險集團股份有限公司 contributed RMB500,000,000 to our Company, among which RMB12,500,000 was contributed to our registered capital and the remaining RMB487,500,000 was kept as our capital reserve;
(f) the capital increase agreement dated December 14, 2016 between 深圳市平安置業投資有限公司 and our Company, pursuant to which 深圳市平安置業投資有限公司 contributed RMB200,000,000 to our Company, among which RMB5,000,000 was contributed to our registered capital and the remaining RMB195,000,000 was kept as our capital reserve;
(g) the asset purchase agreement dated December 29, 2016 between STA and WXAT Shanghai, pursuant to which STA acquired the assets and liabilities relating to Pharmaceutical Development Service Department of WXAT Shanghai by issuing an additional 12,850,862 shares to WXAT Shanghai;
(h) the equity transfer agreement dated January 18, 2017 among (i) WXAT Shanghai, as the transferee; (ii) 輝源生物科技(上海)有限公司; (iii) HD Biosciences HKG Limited, 中金投資（集團）有限公司, Wealthvalue HK Limited, 瑞源投資控股有限公司, 五源投資控股有限公司, 上海轅樺商務諮詢中心（有 限合夥）, 上海佰轅商務諮詢中心（有限合夥）, 汪建, Lin Peiyuan, Duan Maosheng, Wang Baiqiu, 陳 景才, 陳琪, 楊曉潔 and 易林暉 (collectively as the transferors); and (iv) Tan Xuehai and Huang Shaoming (collectively as the founders), pursuant to which WXAT Shanghai acquired 100% equity interests in 輝源生物科技(上海)有限公司 from the transferors at a consideration of RMB1,027,875,000;
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(i) the agreement and plan of merger dated October 17, 2017 among (i) WuXi AppTec UK Ltd; (ii) Cycle Solutions Acquisition Corporation; (iii) Cycle Solutions, Inc.; (iv) John Farinacci; and (v) Patricia Charlton, pursuant to which Cycle Solutions Acquisition Corporation was merged with and into Cycle Solutions, Inc. at a consideration determined by a pre-agreed formula;
(j) the stock transfer agreement dated October 17, 2017 among (i) WuXi AppTec UK Ltd.; (ii) John Farinacci; and (iii) WXAT International (the “2017 Cycle Solutions STA”), pursuant to which WuXi AppTec UK Ltd. agreed to transfer 50% of the equity interests of Cycle Solutions, Inc. to John Farinacci at the consideration of US$17,227,847 and WuXi AppTec UK Ltd. would re-acquire such interest on the satisfaction of certain conditions;
(k) the promissory note dated October 17, 2017 between John Farinacci and WuXi AppTec UK Ltd., pursuant to which John Farinacci promised to pay to WuXi AppTec UK Ltd. the sum of US$17,227,847;
(l) the promissory note dated October 17, 2017 between WuXi AppTec UK Ltd. and First Shanghai Company, LLC (the “2017 Promissory Note”), pursuant to which First Shanghai Company, LLC promised to pay to WuXi AppTec UK Ltd. the sum of US$17,227,847;
(m) the assignment and assumption of contract dated January 31, 2018 among (i) John Farinacci; (ii) First Shanghai Company, LLC; (iii) WuXi AppTec UK Ltd.; and (iv) WXAT International, pursuant to which John Farinacci transferred to First Shanghai Company, LLC all his rights, title and interests in, to and under the 50% equity interests of Cycle Solutions, Inc., the 2017 Cycle Solutions STA and the 2017 Promissory Note;
(n) the non-competition undertakings dated March 13, 2018, between our Company and WuXi Biologics Holdings Limited;
(o) the non-competition undertakings dated March 13, 2018, between our Company and NextCode Holdings;
(p) the non-competition undertakings dated March 13, 2018, among our Company, Shanghai HealthNet and WuXi HealthNet;
(q) the stock transfer agreement dated July 31, 2018 among WuXi AppTec UK Ltd., WXAT International and First Shanghai Company, LLC, pursuant to which WuXi AppTec UK Ltd. agreed to purchase 50% of the equity interests of WuXi Clinical Development, Inc. held by First Shanghai Company, LLC, at the consideration of the cancellation of the 2017 Promissory Note; and
(r) the Hong Kong Underwriting Agreement.
B. Share Incentive Schemes
We have adopted the Share Incentive Schemes to provide incentives to our employees. Our Company has established the 2018 WuXi AppTec A Share Incentive Scheme and our subsidiary STA has established (i) STA Share Option Incentive Scheme (2015); (ii) STA Overseas Employees Incentive Scheme; (iii) STA Share Option Incentive Scheme (2016); (iv) STA Share Appreciation Incentive Scheme (2016); (v) STA Share Appreciation Incentive Scheme (2017); and (vi) STA Employees Share Subscription Scheme. The purpose of the Share Incentive Schemes is to establish and improve long-term corporate incentive systems of our Group, attract and retain talent, fully mobilize the motivation of management members and technicians and effectively tying the interests of our Shareholders, our Group and the management of our Group and enabling the respective parties to become aware of our Group’s long-term development, and to promote the realization of the development strategies of our Group. To the extent that any of the Share Incentive Schemes fall under Chapter 17 of the Hong Kong Listing Rules, we will comply with the relevant requirements thereunder.
— VI-10 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
The below are summaries of the principal terms of the Share Incentive Schemes:
(A) 2018 WuXi AppTec A Share Incentive Scheme
Scope of Participants
The total number of participants under the 2018 WuXi AppTec A Share Incentive Scheme (the “Participants”) is 1,528, including:
1. the Directors;
2. members of the senior-level management (including senior management) of our Company;
3. mid-level managers and backbone members of our technicians; and
4. basic-level managers and other technicians.
The Participants shall not include independent Directors, Supervisors or Shareholder(s) holding solely or jointly 5% of our Shares or above, or the de facto controllers (as defined under the relevant PRC laws and regulations), as well as their spouses, parents and children.
The Directors who are Participants must be approved by the independent Directors and approved by the Shareholders at a Shareholders’ meeting and all senior management who are Participants must be nominated by the Board. All Participants must be employees of our Company or subsidiaries.
Validity Period of the 2018 WuXi AppTec A Share Incentive Scheme
The 2018 WuXi AppTec A Share Incentive Scheme was approved by Shareholders’ meeting and became effective on August 22, 2018. The Shares to be granted under the 2018 WuXi AppTec A Share Incentive Scheme consist of Restricted A Shares and share options. The date of the initial grant of the Restricted A Shares (the “Initial Grant of the Restricted A Shares” or the “Initial Grant”) was August 28, 2018. The 2018 WuXi AppTec A Share Incentive Scheme shall remain effective from the date of the Initial Grant of the Restricted A Shares through the date on which all the Restricted A Shares have been unlocked or canceled, or all of the share options granted have been exercised or canceled, but in any event shall not be more than 60 months.
Source of Shares under the 2018 WuXi AppTec A Share Incentive Scheme and Allocations of Restricted A Shares granted under the Initial Grant
The interests under the 2018 WuXi AppTec A Share Incentive Scheme shall be ordinary A Shares. The number of Shares that may be granted under the 2018 WuXi AppTec A Share Incentive Scheme shall be 8,856,900 Shares, representing 0.84% of the Company’s total share capital of 1,048,266,886 Shares as of the Latest Practicable Date.
On August 28, 2018, the Board resolved to grant 7,085,500 Restricted A Shares, representing approximately 80% of the Shares available under the 2018 WuXi AppTec A Share Incentive Scheme. As of the Latest Practicable Date, 6,281,330 Restricted A Shares had been granted, representing 0.60% of the share capital of our Company as of the Latest Practicable Date, while the other Restricted A Shares granted were not taken up. The remaining 20%, being 1,771,400 Shares shall be reserved for further distribution as Restricted A Shares (“Reserved Restricted A Shares”) or share options (“Reserved Share Options”, together with Reserved
— VI-11 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
Restricted A Shares, “Reserved Interests”), The following table sets forth the allocations of the Restricted A Shares granted as of the Latest Practicable Date:
Percentage to the total number of Shares in issue after the completion Percentage of the Global to the total Offering (assuming number of the Over-allotment Restricted A Option is not Number of Shares issued exercised and no Restricted A under the Percentage to options or additional Shares granted 2018 the total number Restricted A Shares up to the WuXi AppTec of Shares in are granted under Latest A Share issue as of the 2018 WuXi Practicable Incentive the Latest AppTec A Share Name Position Date Scheme Practicable Date Incentive Scheme) Mr. Edward Hu co-chief executive 91,000 1.03% 0.009% 0.008% officer, executive Director, chief financial officer Dr. Steve Qing vice president 64,800 0.73% 0.006% 0.006% Yang Dr. Shuhui Chen vice president 94,700 1.07% 0.009% 0.008% Mr. Chi Yao secretary to the Board, 13,400 0.15% 0.001% 0.001% joint company secretary Ms. Hu Wendy Senior director of 13,500 0.15% 0.001% 0.001% Junwen(1) human resource department Members of senior-level management 6,003,930 67.79% 0.573% 0.516% (excluding senior management), mid-level managers and backbone members of our technicians and basic-level managers and other technicians (total of 1,348 employees) Total 6,281,330 70.92% 0.599% 0.539%
Notes:
1. Ms. Hu Wendy Junwen is also the spouse of Mr. Edward Hu.
2. None of the above Participants will be issued with more than 1% Shares of our Company under the 2018 WuXi AppTec A Share Incentive Scheme.
3. None of the Participants is a substantial shareholder which holds 5% or above of the Shares or above or de-facto controllers (as defined under the relevant PRC laws and regulations) (or their spouses or parents or children) of our Company.
Validity Period of the Initial Grant of the Restricted A Shares
The Initial Grant of the Restricted A Shares is valid from the date on which the registration of the Restricted A Shares granted under the Initial Grant is completed (the “Registration Date”) to the date on which all the Restricted A Shares granted under the Initial Grant have been unlocked or canceled, but in any event shall not be more than 48 months.
Lock-Up Period and Unlocking Period of the Restricted A Shares granted under the Initial Grant
The Restricted A Shares granted under to the Initial Grant will be locked up for 12, 24 and 36 months (each, a “Lock-Up Period”) from the Registration Date. During the Lock-up Period, the Restricted A Shares
— VI-12 — APPENDIX VI STATUTORY AND GENERAL INFORMATION held by the Participants pursuant to the Initial Grant of the Restricted A Shares shall not be transferred, pledged for guarantees or used for repayment of debt.
The unlocking periods (each, an “Unlocking Period”) in relation to the Restricted A Shares granted under the Initial Grant are as follows:
Unlocking Period Proportion of unlocking First Unlocking Period From the first trading day after 12 months from the 40% Registration Date to the last trading day within 24 months from the Registration Date Second Unlocking Period From the first trading day after 24 months from the 30% Registration Date to the last trading day within 36 months from the Registration Date Third Unlocking Period From the first trading day after 36 months from the 30% Registration Date to the last trading day within 48 months from the Registration Date
If (i) the Participants did not apply for the unlocking, or (ii) the unlocking conditions are not fulfilled during the respective Unlocking Period, our Company shall repurchase at the grant price (“Grant Price”) and cancel the Restricted A Shares held by the Participants.
Black-out Period of the Restricted A Shares granted under the Initial Grant
The black-out period of the Restricted A Shares granted under the Initial Grant shall follow applicable PRC laws and regulations and the Articles of Association. The key provisions are set out as follows:
1. Any Participant shall not transfer the Restricted A Shares which fulfill the Unlocking Conditions to any third party in any form within the six months from the expiration of each Unlocking Period.
2. Where the Participant is a Director or member of the senior management, the number of Shares which may be transferred by the Participant per year during his/her tenure of office shall not exceed 25% of the total number of the Shares held by him/her. He/she shall not transfer any of his/her Shares within six months after his/her departure from our Group.
3. Where the Participant is a Director or a member of senior management, all gains from the sale of Shares within six months of purchase or from the purchase of Shares within six months of sale by the Participant shall belong to the Company and to be collected by the Board.
Grant Price of the Restricted A Shares and the Basis of Determination
The Grant Price of the Restricted A Shares under the Initial Grant of the Restricted A Shares is RMB45.53 per Share. Upon fulfillment of Grant conditions, each Participant is entitled to purchase newly issued Restricted A Shares at the price of RMB45.53 per Share.
The Grant Price of the Restricted A Shares under the Initial Grant of the Restricted A Shares is not lower than the higher of the following: (i) 50% of the average trading price of the A Shares on the trading day preceding August 7, 2018, the date of announcement of the 2018 WuXi AppTec A Share Incentive Scheme, and (ii) 50% of any one of the average trading prices of the A Shares for the last 20 trading days preceding the date of announcement of the 2018 WuXi AppTec A Share Incentive Scheme.
— VI-13 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
Conditions of the Initial Grant of the Restricted A Shares and Unlocking of the Restricted A Shares
The following conditions must be fulfilled before the Company can grant the Restricted A Shares under the Initial Grant, or the Restricted A Shares granted under the Initial Grant of the Restricted A Shares can be unlocked:
(I) None of the following circumstances has occurred to the Company (or in the case of unlocking the granted Restricted A Shares, before each Unlocking Period):
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;
4. the implementation of the share incentive scheme is forbidden by the laws and regulations; and
5. other circumstances as determined by the CSRC.
(II) None of the following circumstances has occurred to the Participant (or in the case of unlocking, the granted Restricted A Shares, before each Unlocking Period):
1. such Participant is deemed as an inappropriate candidate by the relevant stock exchange in the most recent 12 months;
2. such Participant is deemed as an inappropriate candidate by the CSRC or its agency authorities in the most recent 12 months;
3. such 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 Participant is prohibited from acting as a director or member of the senior management of a company, as stipulated in the PRC Company Law;
5. such Participant is prohibited by the law from participating in equity incentive scheme of listed companies; and
6. other circumstances as determined by the CSRC.
In addition, the following performance requirements must be fulfilled for unlocking of the Restricted A Shares pursuant to the Initial Grant of the Restricted A Shares:
Unlocking Period Performance indicators First Unlocking Period The growth rate of operation income for 2018 is not less than 15% of that of 2017 Second Unlocking Period The growth rate of operation income for 2019 is not less than 30% of that of 2017 Third Unlocking Period The growth rate of operation income for 2020 is not less than 45% of that of 2017
— VI-14 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
The annual appraisal results of the Participant will be used as the basis of unlocking of the Restricted A Shares granted. The Restricted A Shares could only be unlocked if the Participant passed certain level in the appraisal for the previous year.
Mechanism of Adjusting the Number of Restricted A Shares granted under the Initial Grant of the Restricted A Shares
During the period from the date of the announcement of the 2018 WuXi AppTec A Share Incentive Scheme on the Shanghai Stock Exchange to Registration Date, in the event of any conversion of capital reserve, bonus shares issue, sub-division, consolidation or rights issue in relation to the Shares of the Company, adjustment to the number of Restricted A Shares to be granted and the number of Restricted A Shares to be repurchased shall be made by the Company accordingly. The mechanism of adjustment is set out below:
1. Conversion of capital reserve, bonus shares issue and sub-division of Shares
Q＝Q0×(1＋n)
Where: Q0 represents the number of Restricted A Shares before the adjustment; n represents the ratio of increase per Share resulting from the issue of Shares by conversion of capital reserve, bonus shares issue or sub-division of Shares (i.e. the number of Shares increased per Share upon issue of Shares by conversion of capital reserve, bonus shares issue or sub-division of Shares); Q represents the adjusted number of Restricted A Shares.
2. Rights issue
Q＝Q0×P1×(1＋n)/(P1＋P2×n)
Where: Q0 represents the number of Restricted A Shares before the adjustment; P1 represents the closing price as at the record date; P2 represents the price of the rights issue; n represents the ratio of the rights issue (i.e. the ratio of the number of Shares to be issued under the rights issue to the total share capital of the Company before the rights issue); Q represents the adjusted amount of Restricted A Shares.
3. Consolidation of Shares
Q＝Q0×n
Where: Q0 represents the number of Restricted A Shares before the adjustment; n represents the ratio of consolidation of Shares (i.e. one Share of the Company shall be consolidated into n Shares); Q represents the adjusted number of Restricted A Shares.
— VI-15 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
Mechanism of Adjusting the Grant Price of the Restricted A Shares granted under the Initial Grant of the Restricted A Shares
During the period from the date of the announcement of the 2018 WuXi AppTec A Share Incentive Scheme on the Shanghai Stock Exchange to the Registration Date, in the event of any dividend distribution, conversion of capital reserve, bonus shares issue, sub-division, consolidation or rights issue in relation to the Shares of the Company, adjustment to the Grant Price or the repurchase price of the Restricted A Shares shall be made by the Company accordingly. The mechanism of adjustment is set out below:
1. Conversion of capital reserve, bonus shares issue and sub-division of Shares
P＝P0/(1＋n)
Where: P0 represents the Grant Price or repurchase price before the adjustment; n represents the ratio of increase per Share resulting from the issue of Shares by conversion of capital reserve, bonus shares issue and sub-division of Shares to each Share; P represents the adjusted Grant Price or repurchase price.
2. Rights issue
P＝P0×(P1＋P2×n)/[P1×(1＋n)]
Where: P0 represents the Grant Price or repurchase price before the adjustment; P1 represents the closing price as at the record date; P2 represents the price of the rights issue; n represents the ratio of the rights issue; P represents the adjusted Grant Price or repurchase price.
3. Consolidation of Shares
P＝P0/n
Where: P0 represents the Grant Price or repurchase price before the adjustment; n represents the ratio of consolidation of Shares; P represents the adjusted Grant Price or repurchase price.
4. Dividend distribution
P＝P0-V
Where: P0 represents the Grant Price or repurchase price before the adjustment; V represents the dividend per Share; P represents the adjusted Grant Price or repurchase price. After adjustment, P shall be more than 1.
The Board shall adjust the Grant Price, repurchase price and the number of the Restricted A Shares under the authorization from the Shareholders’ meeting of the Company, based on the actual circumstances at the time when the above situation occurs. The Board shall make timely announcement after making adjustment to the number of the Restricted A Shares and the Grant Price in accordance with the abovementioned provisions. The Company shall engage a legal adviser and independent financial adviser to provide professional advice to the Board whether such adjustment is fair and reasonable and in compliance with the relevant laws and regulations, the Articles of Association and the 2018 WuXi AppTec A Share Incentive Scheme.
— VI-16 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
Grant Price of the Reserved Interests
The grant price of the Reserved Restricted A Shares shall not be lower than the nominal value of the Shares, and not lower than the higher of the following:
1. 50% of the average trading price of the A Shares on the trading day preceding the date of announcement of the grant of the Reserved Restricted A Shares; or
2. 50% of any one of the average trading prices of the A Shares for the last 20, 60 and 120 trading days preceding the date of announcement of the grant of the Reserved Restricted A Shares.
The grant price of the Reserved Share Options shall not be lower than the nominal value of the Shares, and not lower than the higher of the following:
1. the average trading price of the A Shares on the trading day preceding the date of announcement of the grant of the Reserved Share Options; or
2. any one of the average trading prices of the A Shares for the last 20, 60 and 120 trading days preceding the date of announcement of the grant of the Reserved Share Options.
Arrangements in relation to the Reserved Interests
As of the Latest Practicable Date, 20% of Shares under the 2018 WuXi AppTec A Share Incentive Scheme, being 1,771,400 Shares are reserved as Reserved Interests for further distribution as Reserved Restricted A Shares or Reserved Share Options, representing 0.17% of the total share capital of our Company.
The Reserved Restricted A Shares and the Reserved Share Options are valid from (i) the date of registration of the Reserved Restricted A Shares or (ii) the date on which the Reserved Share Options are granted, to the date on which they have been unlocked, exercised or canceled, but in any event shall not be more than 48 months.
The conditions for the grant of the Reserved Interests, the unlocking and exercise of the Reserved Restricted A Shares and Reserved Share Options follow that of the Restricted A Shares granted under the Initial Grant in addition to certain performance indicators as set out below. For details, please see the paragraph headed “— Conditions of the Initial Grant of the Restricted A Shares and Unlocking of the Restricted A Shares”. The performance indicators in relation to the Reserved Interests include:
If the Reserved Interests are granted in 2018, the following performance indicators have to be fulfilled:
Unlocking period Performance indicators First Unlocking Period/ exercise period The growth rate of operation income for 2018 is not less than 15% of that of 2017 Second Unlocking Period/ exercise period The growth rate of operation income for 2019 is not less than 30% of that of 2017 Third Unlocking Period/ exercise period The growth rate of operation income for 2020 is not less than 45% of that of 2017
— VI-17 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
If the Reserved Interests are granted in 2019, the following performance indicators have to be fulfilled:
Unlocking period Performance indicators First Unlocking Period/ exercise period The growth rate of operation income for 2019 is not less than 30% of that of 2017 Second Unlocking Period/ exercise period The growth rate of operation income for 2020 is not less than 45% of that of 2017 Third Unlocking Period/ exercise period The growth rate of operation income for 2021 is not less than 60% of that of 2017
The lock-up period, unlocking period, black-out period arrangements and the mechanisms for adjusting the number of Reserved Shares and Reserved Share Options are the same as that of the Initial Grant. For details, please see the paragraphs headed “— (A) 2018 WuXi AppTec A Share Incentive Scheme — Lock-Up Period and Unlocking Period of the Restricted A Shares granted under the Initial Grant”, “— (A) 2018 WuXi AppTec A Share Incentive Scheme — Black-out Period of the Restricted A Shares granted under the Initial Grant” and “— (A) 2018 WuXi AppTec A Share Incentive Scheme — Mechanism of Adjusting the Number of Restricted A Shares granted under the Initial Grant of the Restricted A Shares”.
Procedures of Grant of the Restricted A Shares
The 2018 WuXi AppTec A Share Incentive Scheme was approved at the Shareholders’ meeting on August 22, 2018. On August 28, 2018, a board meeting was convened to consider whether the Participants have fulfilled the conditions for the grant of the rights pursuant to the 2018 WuXi AppTec A Share Incentive Scheme and determine the Grant Date for the Initial Grant of the Restricted A Shares. Any subsequent grant will be determined at a board meeting and fulfill any announcement obligations. The registration and announcement in relation to the Grant shall be completed within 60 days of the approval of the 2018 WuXi AppTec A Share Incentive Scheme by the Shareholders’ meeting.
Our Company shall apply to the relevant stock exchange for the grant of the Restricted A Shares to Participants, and apply to the relevant registration and settlement agent for the registration and settlement matters.
Procedures of Unlocking of the Restricted A Shares
Before the expiration of each Lock-up Period of the Restricted A Shares, the Board shall consider whether the Unlocking Conditions have been fulfilled and the independent Directors and Supervisory Committee shall express their relevant views. Our Company’s legal adviser shall issue legal opinions on whether the Unlocking Conditions for the Restricted A Shares have been fulfilled.
Our Company shall apply to the relevant stock exchange for the unlocking of the Restricted A Shares to Participants, and apply to the relevant registration and settlement agent for the registration and settlement matters.
Procedures of Exercising of the Reserved Shares Options
Before the commencement of each of the exercise periods of the Reserved Shares Options, the Board shall determine the procedures for the exercise and shall inform the grantees of the arrangements. The Board shall also consider whether the Unlocking Conditions have been fulfilled and the independent Directors and Supervisory Committee shall express their relevant views. Our Company’s legal adviser shall issue legal opinions on whether the Unlocking Conditions for the Reserved Shares Options have been fulfilled.
— VI-18 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
Our Company shall apply to the relevant registration and settlement agent for the registration and settlement matters.
Amendment or termination of the 2018 WuXi AppTec A Share Incentive Scheme
Any amendment or termination of the 2018 WuXi AppTec A Share Incentive Scheme shall be approved by the Board as authorized by the Shareholders’ meeting held on August 22, 2018, unless otherwise stipulated under the relevant PRC laws and regulations.
(B) STA Share Option Incentive Scheme (2015)
Scope of Participants
The participants under the STA Share Option Incentive Scheme (2015) may include the following personnel of STA (including its subsidiaries):
1. the directors (excluding independent directors), supervisors and members of the senior management;
2. members of the mid-level management; and
3. core technicians (operation staff).
All participants must be natural persons of Chinese nationality. Except the directors and supervisors, all the participants must have entered into an employment contract with STA or its subsidiaries within the term of the STA Share Option Incentive Scheme (2015).
Validity Period of the STA Share Option Incentive Scheme (2015)
The STA Share Option Incentive Scheme (2015) shall be effective for 10 years from the date of grant, which was on May 13, 2015.
Source of Shares under the STA Share Option Incentive Scheme (2015)
The total number of share options under the STA Share Option Incentive Scheme (2015) (“2015 Share Options”) was initially 5,400,000 options, corresponding to 5,400,000 shares of STA. In November 2017, STA issued 20 bonus shares for every 10 shares of its existing shares by conversion of capital reserve (“Conversion of Capital Reserve”). As a result, the total number of 2015 Share Options was increased to 16,200,000 options, corresponding to 16,200,000 shares of STA, representing approximately 3.6647% of the STA’s total share capital of 442,060,881 shares as of the Latest Practicable Date if they are fully exercised. STA has also established a separate share subscription mechanism for the vesting of the 2015 Share Options.
Withholding and vesting period
The withholding period before the 2015 Share Options can be vested shall be 24 months from the date of grant. The entire vesting period shall be 72 months from the commencement of the withholding period for each participant and the 2015 Share Options can be vested in four portions, and such options shall only be exercised by the grantees within the vesting period. Any such options that are not vested or partly vested within the vesting period shall be deemed to be given up by the grantees and shall be cancelled or will be subject to further
— VI-19 — APPENDIX VI STATUTORY AND GENERAL INFORMATION arrangements pursuant to a shareholders’ meeting or a board meeting. The vesting period arrangements are as follows:
Maximum percentage of 2015 Vesting period Share Options that can be vested First vesting period From the first trading day after the end of the 20% withholding period to the last trading day within 12 months from the end of the withholding period Second vesting period From the first trading day after 12 months from 20% the end of the withholding period to the last trading day within 24 months from the end of the withholding period Third vesting period From the first trading day after 24 months from 20% the end of the withholding period to the last trading day within 36 months from the end of the withholding period Fourth vesting period From the first trading day after 36 months from 40% the end of the withholding period to the last trading day within 48 months from the end of the withholding period
Black-out Period
The black-out period of STA Share Option Incentive Scheme (2015) shall follow applicable PRC laws and regulations and the articles of association of STA. The relevant regulations are set out as follows:
1. Where the grantee is a director, supervisor or member of the senior management, the number of shares which may be transferred by the grantee per year during his/her tenure of office shall not exceed 25% of the total number of the shares held by him/her. He/she shall not transfer any of his/her shares within six months after his/her departure.
2. Where the grantee is a director, supervisor or member of the senior management, all gains from the sale of shares within six months of purchase or from the purchase of shares within six months of sale by the grantee shall belong to STA and to be collected by its board of directors.
Exercise Price of the 2015 Share Options and the Basis of Determination
The exercise price of the 2015 Share Options was initially RMB26.04 per share, which was determined based on STA’s operations, value of assets, contribution of its employees and the intended level of employee incentive to be provided. As a result of the subsequent declaration of dividends and the Conversion of Capital Reserve, the excise price was further adjusted to approximately RMB7.9967 per share as of the Latest Practicable Date.
— VI-20 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
Conditions of the Vesting
For the five financial years from 2015 to 2019, the following conditions must be fulfilled before the vesting of the 2015 Share Options can be carried out:
Vesting period Performance indicators First vesting period The revenue for 2015 is not less than RMB1,250 million and the revenue for 2016 is not less than RMB1,437.5 million Second vesting period The revenue for 2017 is not less than RMB1,656.25 million Third vesting period The revenue for 2018 is not less than RMB1,875 million Fourth vesting period The revenue for 2019 is not less than RMB2,062.5 million
The annual appraisal results of the grantee will be used as the basis of the vesting of the 2015 Share Options. The 2015 Share Options could only be vested if the grantee passed the appraisal for the previous year.
Mechanism of Adjusting the Number of the 2015 Share Options
During the term of the STA Share Option Incentive Scheme (2015), in the event of any conversion of capital reserve, bonus shares issue, sub-division, consolidation or rights issue in relation to the shares of STA, adjustment to the number of 2015 Share Options shall be made by STA accordingly. The mechanism of adjustment is set out below:
1. Conversion of capital reserve, bonus shares issue and sub-division of shares
Q＝Q0×(1＋n)
Where: Q0 represents the number of 2015 Share Options before the adjustment; n represents the ratio of increase per share resulting from the issue of shares by conversion of capital reserve, bonus shares issue or sub-division of shares (i.e. the number of shares increased per share upon issue of shares by conversion of capital reserve, bonus shares issue or sub-division of Shares); Q represents the adjusted number of 2015 Share Options.
2. Rights issue
Q＝Q0×P1×(1＋n)/(P1＋P2×n)
Where: Q0 represents the number of 2015 Share Options before the adjustment; P1 represents the closing price as at the record date; P2 represents the price of the rights issue; n represents the ratio of the rights issue (i.e. the ratio of the number of shares to be issued under the rights issue to the total share capital of STA before the rights issue); Q represents the adjusted number of 2015 Share Options.
3. Consolidation of shares
Q＝Q0×n
Where: Q0 represents the number of 2015 Share Options before the adjustment; n represents the ratio of consolidation of Shares (i.e. one share of STA shall be consolidated into n Shares); Q represents the adjusted number of 2015 Share Options.
— VI-21 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
4. Issue of new shares
No adjustment will be made.
Mechanism of Adjusting the Exercise Price of the 2015 Share Options
During the term of the STA Share Option Incentive Scheme (2015), in the event of any conversion of capital reserve, bonus shares issue, sub-division, consolidation or rights issue in relation to the shares of STA, adjustment to the exercise price of the 2015 Share Options shall be made by STA accordingly. The mechanism of adjustment is set out below:
1. Conversion of capital reserve, issue of bonus shares and sub-division of shares
P＝P0/(1＋n)
Where: P0 represents the exercise price before the adjustment; n represents the ratio of increase per share resulting from the issue of shares by conversion of capital reserve, bonus shares issue and sub-division of shares to each share; P represents the adjusted exercise price.
2. Rights issue
P＝P0×(P1＋P2×n)/[P1×(1＋n)]
Where: P0 represents the exercise price before the adjustment; P1 represents the closing price as at the record date; P2 represents the price of the rights issue; n represents the ratio of the rights issue; P represents the adjusted exercise price.
3. Consolidation of Shares
P＝P0/n
Where: P0 represents the exercise price before the adjustment; n represents the ratio of consolidation of shares; P represents the adjusted exercise price.
4. Dividend distribution
P＝P0-V
Where: P0 represents the exercise price before the adjustment; V represents the dividend per share; P represents the adjusted exercise price.
5. Issue of new shares
No adjustment of the exercise price will be made.
The general meeting of STA shall authorize the board to adjust the exercise price and the number of the 2015 Share Options based on the actual circumstances at the time when the above situation occurs. The board of directors shall make timely announcement after making adjustment to the number of the 2015 Share Options and the exercise price in accordance with the abovementioned provisions. Any other amendment to STA Share Option Incentive Scheme (2015) shall be approved by the shareholders at a general meeting.
— VI-22 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
The 2015 Share Options Grantees
As of the Latest Practicable Date, all of the 2015 Share Options had been fully granted to 165 grantees.
(C) STA Overseas Employees Incentive Scheme
Scope of Participants
The participants under the initial grant of the STA Overseas Employees Incentive Scheme may include the following personnel of STA (including its subsidiaries):
1. the directors (excluding independent directors), supervisors and members of the senior management;
2. members of the mid-level management; and
3. core technicians (operation staff).
All participants of the initial grant must be natural persons of overseas nationality. Except the directors and supervisors, all the participants must have entered into an employment contract with STA or its subsidiaries within the term of the STA Overseas Employees Incentive Scheme.
The participants for the reserved part of the STA Overseas Employees Incentive Scheme (being the persons that are not ascertained at the time of approval of the STA Overseas Employees Incentive Scheme at the shareholders’ meeting, but are included as participants within the term of the scheme, including those employees of overseas nationality who are employed in the future, promoted, have special contribution to STA or in the opinion of the board of STA should be incentivized) will be nominated by the STA’s board and subject to the approval by STA’s shareholders’ meeting.
Validity Period of the STA Overseas Employees Incentive Scheme
The STA Overseas Employees Incentive Scheme shall be effective for 10 years from the date of the initial subscription, which was on June 2, 2015.
Source of Shares under the STA Overseas Employees Incentive Scheme
Shares of STA available under the STA Overseas Employees Incentive Scheme shall be issued to Shanghai STA Investment Management Partnership (Limited Partnership) (上海合全投資管理合夥企業(有限合夥)) (previously known as Shanghai STA Investment Center (Limited Partnership) (上海合全投資中心(有限合夥))) (the “Shareholding Platform”), the general partner of which is WuXi AppTec (Shanghai) Investment Management Co., Ltd. (上海藥明康德投資管理有限公司) and each of the overseas employee grantees shall be its limited partners. The total number of shares available under the STA Overseas Employees Incentive Scheme was initially 2,110,091 shares (“Overseas Incentive Shares”). As a result of the Conversion of Capital Reserve, the total number of Overseas Incentive Shares was increased to 6,330,273 shares, representing approximately 1.4320% of the STA’s total share capital of 442,060,881 shares as of the Latest Practicable Date if they are fully subscribed.
Subscription Price of the Overseas Incentive Shares, the Basis of Determination and the Initial Subscription
The subscription price of the Overseas Incentive Shares was initially RMB5.38 per share. The total capital contribution from the Shareholding Platform to STA was RMB11,352,289.58 for 2,110,091 shares. The
— VI-23 — APPENDIX VI STATUTORY AND GENERAL INFORMATION subscription price was determined based on the value of net audited asset per share as at July 31, 2014. As a result of the subsequent declaration of dividends and the Conversion of Capital Reserve, the subscription price was adjusted to RMB1.11 per share as of the Latest Practicable Date.
Lock-Up Period and Unlocking Period of the Overseas Incentive Shares
The Overseas Incentive Shares shall be locked up for 24 months from the date of subscription. The Overseas Incentive Shares shall be unlocked in the course of 36 months after the expiration of the lock-up period in four portions:
Proportion of Unlocking period unlocking First unlocking period The first trading day after the end of the lock-up period 20% Second unlocking period The first trading day 12 months after the end of the lock-up period 20% Third unlocking period The first trading day 24 months after the end of the lock-up period 20% Fourth unlocking period The first trading day 36 months after the end of the lock-up period 40%
Conditions of Unlocking the Overseas Incentive Shares
For the five financial years from 2015 to 2019, certain performance indicators must be fulfilled before the initial grant of the Overseas Incentive Shares can be unlocked. For details, please see the paragraph headed “— (B) STA Share Option Incentive Scheme (2015) — Conditions of the Vesting”. For the second grant of the Overseas Incentive Shares, the performance indicators are as follows:
Unlocking period Performance indicators First unlocking period The revenue for 2018 is not less than RMB1,875 million Second unlocking period The revenue for 2019 is not less than RMB2,062.5 million Third unlocking period No performance indicators shall be required Fourth unlocking period No performance indicators shall be required
Mechanism of Adjusting the Number and Subscription Price of the Overseas Incentive Shares
The adjustments of the number and subscription price of the Overseas Incentive Shares follow the similar mechanisms as that of the STA Share Option Incentive Scheme (2015). For details, please see the paragraphs headed “— (B) STA Share Option Incentive Scheme (2015) — Mechanism of Adjusting the Number of the 2015 Share Options” and “— (B) STA Share Option Incentive Scheme (2015) — Mechanism of Adjusting the Exercise Price of the 2015 Share Options”.
The Overseas Incentive Shares Grantees
As of the Latest Practicable Date, 6,225,990 Overseas Incentive Shares had been granted to seven grantees.
(D) STA Share Option Incentive Scheme (2016)
Scope of Participants
The participants under the STA Share Option Incentive Scheme (2016) may include the following personnel of STA (including its subsidiaries):
1. the directors (excluding independent directors), supervisors and members of the senior management; and
2. core technicians (operation staff).
— VI-24 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
All participants must be natural persons of Chinese nationality. Except the directors and supervisors, all the participants must have entered into employment contract with STA or its subsidiaries within the term of the STA Share Option Incentive Scheme (2016).
Validity Period of the STA Share Option Incentive Scheme (2016)
The STA Share Option Incentive Scheme (2016) shall be effective for 10 years from the date of the initial grant, which was on May 23, 2016.
Source of Shares under the STA Share Option Incentive Scheme (2016)
The total number of share options under the STA Share Option Incentive Scheme (2016) (“2016 Share Options”) was initially 550,000 options, corresponding to 550,000 shares of STA. As a result of the Conversion of Capital Reserve, as of the Latest Practicable Date, the total number of granted 2016 Share Options was increased to 1,650,000 options, corresponding to 1,650,000 shares of STA, representing approximately 0.3733% of the STA’s total share capital of 442,060,881 shares if they are fully exercised. STA has also established a separate share subscription mechanism for the vesting of the 2016 Share Options.
Withholding and vesting period
The withholding period before the 2016 Share Options can be vested shall be 24 months from the respective date of the grant. The entire vesting period shall be 72 months from the commencement of the withholding period for each participant and the 2016 Share Options can be vested in four portions, and such options shall only be exercised by the grantees within the vesting period. Any such options that are not vested or partly vested within the vesting period shall be deemed to be given up by the grantees and shall be cancelled or will be subject to further arrangements pursuant to a shareholders’ meeting or a board meeting. Such arrangements of which are the same as that stipulated under the STA Share Option Incentive Scheme (2015). For details, please see the paragraph headed “— (B) STA Share Option Incentive Scheme (2015) — Withholding and Vesting Period”.
Black-out Period
The provisions on black-out period of the STA Share Option Incentive Scheme (2016) are the same as that stipulated under the STA Share Option Incentive Scheme (2015). For details, please see the paragraph headed “— (B) STA Share Option Incentive Scheme (2015) — Black-out Period”.
Exercise Price of the 2016 Share Options and the Basis of Determination
The exercise price of the 2016 Share Options was initially RMB26.04 per share, which was determined based on STA’s operations, value of assets, contribution of its employees and the intended level of employee incentive to be provided. As a result of the subsequent declaration of dividends and the Conversion of Capital Reserve, the exercise price was further adjusted to approximately RMB7.9967 per share as of the Latest Practicable Date.
— VI-25 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
Conditions of the Vesting
For the five financial years from 2016 to 2020, the following conditions must be fulfilled before the vesting of the 2016 Share Options can be carried out:
Vesting period Performance indicators First vesting period If the previous financial year before the vesting period is: — 2017, then the revenue shall not be less than RMB1,656.25 million — 2018, then the revenue shall not be less than RMB1,875 million — 2019, then the revenue shall not be less than RMB2,062.5 million Second vesting period If the previous financial year before the vesting period is: — 2018, then the revenue shall not be less than RMB1,875 million — 2019, then the revenue shall not be less than RMB2,062.5 million — 2020, then no performance indicator shall be required Third vesting period If the previous financial year before the vesting period is: — 2018, then the revenue shall not be less than RMB1,875 million — 2019, then the revenue shall not be less than RMB2,062.5 million — 2020, then no performance indicator shall be required Fourth vesting period If the previous financial year before the vesting period is: — 2019, then the revenue shall not be less than RMB2,062.5 million — 2020, then no performance indicator shall be required
The annual appraisal results of the grantee will be used as the basis of the vesting of the 2016 Share Options. The 2016 Share Options could only be vested if the grantee passed the appraisal for the previous year.
Mechanism of Adjusting the Number of the 2016 Share Options and the Exercise Price
The adjustments of the number and exercise price of the 2016 Share Options follow the same mechanisms as that of the STA Share Option Incentive Scheme (2015). For details, please see the paragraphs headed “— (B) STA Share Option Incentive Scheme (2015) — Mechanism of Adjusting the Number of the 2015 Share Options” and “— (B) STA Share Option Incentive Scheme (2015) — Mechanism of Adjusting the Exercise Price of the 2015 Share Options”.
The 2016 Share Options Grantees
As of the Latest Practicable Date, 1,525,140 2016 Share Options had been granted to 228 grantees.
(E) STA Share Appreciation Incentive Scheme (2016)
Scope of Participants
The participants under the STA Share Appreciation Incentive Scheme (2016) may include the following personnel of STA (including its subsidiaries):
1. the directors (excluding independent directors), supervisors and members of the senior management; and
2. core technicians (operation staff).
Except the directors and supervisors, all the participants must have entered into an employment contract with STA or its subsidiaries or full time work staff designated to STA or its subsidiaries within the term of the STA share Appreciation Incentive Scheme (2016).
— VI-26 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
Validity Period of the STA Share Appreciation Incentive Scheme (2016)
The STA Share Appreciation Incentive Scheme (2016) shall be effective for 10 years from the date of the initial grant, which was on May 23,2016.
Source of Shares under the STA Share Appreciation Incentive Scheme (2016)
The total number of share appreciation options under the STA Share Appreciation Incentive Scheme (2016) (“Share Appreciation Options 2016”) was initially 450,000 options, corresponding to 450,000 shares of STA. As a result of the Conversion of Capital Reserve, the total number of Share Appreciation Options 2016 was increased to 1,350,000 options, corresponding to 1,350,000 shares of STA, representing 0.3054% of the STA’s total share capital of 442,060,881 shares as of the Latest Practicable Date.
Withholding and vesting period
The withholding period before the Share Appreciation Options 2016 can be vested shall be 24 months from the date of grant. The entire vesting period shall be 72 months and the Share Appreciation Options 2016 can be vested in four portions, and such options shall only be exercised by the grantees within the vesting period. Any such options that are not vested or partly vested within the vesting period shall be deemed to be given up by the grantees and shall be cancelled or will be subject to further arrangements pursuant to a shareholders’ meeting or a board meeting. Such arrangements of which are the same as that stipulated under the STA Share Option Incentive Scheme (2015). For details, please see the paragraph headed “— (B) STA Share Option Incentive Scheme (2015) — Withholding and Vesting Period”.
Exercise Price of the Share Appreciation Options 2016 and the Basis of Determination
The exercise price of the Share Appreciation Options 2016 was initially RMB26.04 per share, which was determined based on STA’s operations, value of assets, contribution of its employees and the intended level of employee incentive to be provided. As a result of the subsequent declaration of dividends and the Conversion of Capital Reserve, the exercise price was further adjusted to approximately RMB7.9967 per share as of the Latest Practicable Date.
Conditions of the Vesting
The conditions of the vesting of STA Share Appreciation Incentive Scheme (2016) follow the same performance indicators as stipulated under the STA Share Option Incentive Scheme (2016). For details, please see the paragraph headed “— (D) STA Share Option Incentive Scheme (2016) — Conditions of the Vesting”.
Mechanism of Adjusting the Number of the Share Appreciation Options 2016 and the Exercise Price
The adjustments of the number and exercise price of the Share Appreciation Options 2016 follow the similar mechanisms as that of the STA Share Option Incentive Scheme (2015). For details, please see the paragraphs headed “— (B) STA Share Option Incentive Scheme (2015) — Mechanism of Adjusting the Number of the 2015 Share Options” and “— (B) STA Share Option Incentive Scheme (2015) — Mechanism of Adjusting the Exercise Price of the 2015 Share Options”.
The Share Appreciation Options 2016 Grantees
As of the Latest Practicable Date, all of the Share Appreciation Options 2016 had been fully granted to 19 grantees.
— VI-27 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
(F) STA Share Appreciation Incentive Scheme (2017)
Scope of Participants
The participants under the STA Share Appreciation Incentive Scheme (2017) may include the following personnel of STA (including its subsidiaries):
1. the directors (excluding independent directors), supervisors and members of the senior management; and
2. core technicians (operation staff).
Except the directors and supervisors, all the participants must have entered into an employment contract with STA or its subsidiaries, or full-time staff who are assigned from other corporations to work at STA or its subsidiaries, within the term of the STA Share Appreciation Incentive Scheme (2017).
Validity Period of the STA Share Appreciation Incentive Scheme (2017)
The STA Share Appreciation Incentive Scheme (2017) shall be effective for 10 years from the date of the initial grant, which was on July 17, 2017.
Source of Shares under the STA Share Appreciation Incentive Scheme (2017)
The total number of share appreciation options under the STA Share Appreciation Incentive Scheme (2017) (“Share Appreciation Options 2017”) was initially 41,000 options, corresponding to 41,000 shares of STA. As a result of the Conversion of Capital Reserve, the total number of Share Appreciation Options 2017 was increased to 123,000 options, corresponding to 123,000 shares of STA, representing approximately 0.0278% of the STA’s total share capital of 442,060,881 shares as of the Latest Practicable Date.
Withholding and vesting period
The withholding period before the Share Appreciation Options 2017 can be vested shall be 24 months from the date of grant. The entire vesting period shall be 72 months and the Share Appreciation Options 2017 can be vested in four portions, and such options shall only be exercised by the grantees within the vesting period. Any such options that are not vested or partly vested within the vesting period shall be deemed to be given up by the grantees and shall be cancelled or will be subject to further arrangements pursuant to a shareholders’ meeting or a board meeting. Such arrangements of which are the same as that stipulated under the STA Share Option Incentive Scheme (2015). For details, please see the paragraph headed “— (B) STA Share Option Incentive Scheme (2015) — Withholding and Vesting Period”.
Exercise Price of the Share Appreciation Options 2017 and the Basis of Determination
The exercise price of the Share Appreciation Options 2017 was initially RMB26.04 per share, which was determined based on STA’s operations, value of assets, contribution of its employees and the intended level of employee incentive to be provided. As a result of the subsequent declaration of dividends and the Conversion of Capital Reserve, the exercise price was further adjusted to RMB8.33 per share as of the Latest Practicable Date.
— VI-28 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
Conditions of the Vesting
For the five financial years from 2017 to 2021, the following conditions must be fulfilled before the vesting of the Share Appreciation Options 2017 can be carried out:
Vesting period Performance indicators First vesting period If the previous financial year before the vesting period is: — 2018, then the revenue shall not be less than RMB1,875 million — 2019, then the revenue shall not be less than RMB2,062.5 million — 2020, then no performance indicator shall be required Second vesting period If the previous financial year before the vesting period is: — 2019, then the revenue shall not be less than RMB2,062.5 million — 2020, then no performance indicator shall be required Third vesting period No performance indicator shall be required Fourth vesting period No performance indicator shall be required
The annual appraisal results of the grantee will be used as the basis of the vesting of the Share Appreciation Options 2017. The Share Appreciation Options 2017 could only be vested if the grantee passed the appraisal for the previous year.
Mechanism of Adjusting the Number of the Share Appreciation Options 2017 and the Exercise Price
The adjustments of the number and exercise price of the Share Appreciation Options 2017 follow similar mechanisms as that of the STA Share Option Incentive Scheme (2015). For details, please see the paragraphs headed “— (B) STA Share Option Incentive Scheme (2015) — Mechanism of Adjusting the Number of the 2015 Share Options” and “— (B) STA Share Option Incentive Scheme (2015) — Mechanism of Adjusting the Exercise Price of the 2015 Share Options”.
The Share Appreciation Options 2017 Grantees
As of the Latest Practicable Date, all of the Share Appreciation Options 2017 had been fully granted to five grantees.
(G) STA Employees Share Subscription Scheme
In September 2018, STA adopted the STA Employees Share Subscription Scheme. The principal terms are summarized as follows:
Scope of Participants Total number of participants Not more than 256 participants Eligible participants 1. Senior management; and 2. Core technicians (operation staff). All the participants must have entered into an employment contract with STA or its subsidiaries within the term of STA Employees Share Subscription Scheme Validity Period Length of validity period 72 months from the date of registration of the subscription
— VI-29 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
Source of Shares under the STA Employees Share Subscription Scheme Total number of units under the STA Employees Not more than 4,898,400 units Share Subscription Scheme (“Subscription Shares”) Number of relevant shares of STA Not more than 612,300 shares Approximately Percentage of total share capital of 0.1385% STA as of the Latest Practicable Date Lock-up and unlocking period Withholding period 18 months from the date of registration Unlocking period The Subscription Shares can be vested in four portions at the 18th,30th,42nd and 54th months from the date of registration in the proportion of 20%, 20%, 20% and 40%, respectively. Subscription Price and Issue Price of the Subscription Shares Subscription price RMB1 per unit Issue price RMB8.00 per share Conditions of the Unlocking Performance indicators For the four financial years from 2019 to 2022, the following conditions must be fulfilled before the unlocking of the Subscription Shares can be carried out: — First unlocking period The revenue growth 2019 is not less than 30% of that of 2017 — Second unlocking period The revenue growth 2020 is not less than 45% of that of 2017 — Third unlocking period The revenue growth 2021 is not less than 60% of that of 2017 — Fourth unlocking period The revenue growth 2022 is not less than 75% of that of 2017 The annual appraisal results of the participant will be used as the basis of the unlocking of the Subscription Shares. The Subscription Shares could only be vested if the grantee passed the appraisal for the previous year. Mechanism of Adjusting the Number of the Subscription Shares and the Issue Price Adjustment mechanism The adjustments of the number and issue price of the Subscription Shares follow similar mechanisms as that of the STA Share Option Incentive Scheme (2015). For details, please see the paragraphs headed “— (B) STA Share Option Incentive Scheme (2015) — Mechanism of Adjusting the Number of the 2015 Share Options” and “— (B) STA Share Option Incentive Scheme (2015) — Mechanism of Adjusting the Exercise Price of the 2015 Share Options”. Subscription Shares Subscribers Number of Subscription Shares subscribed and Nil number of subscribers as of the Latest Practicable Date
— VI-30 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
C. Our Intellectual Property Rights
As of the Latest Practicable Date, our Company has registered, or has applied for the registration of the following intellectual property rights which were material to our Group’s business.
Trademarks
As of the Latest Practicable Date, we have registered the following trademarks in the PRC which we considered to be material to our business:
No. Trade Mark Class Owner Registration No. Validity Period
June 21, 2012- 1. 42 Our Company 1794833 June 20, 2022
July 14, 2012- 2. 1 Our Company 1805113 July 13, 2022
January 14, 2013- 3. 40 Our Company 1948180 January 13, 2023
November 21, 2012- 4. 35 Our Company 1950842 November 20, 2022
April 7, 2016- 5. 40 Our Company 3858816 April 6, 2026
April 28, 2016- 6. 5 Our Company 3858817 April 27, 2026
April 28, 2016- 7. 5 Our Company 3858818 April 27, 2026
August 28, 2016- 8. 40 Our Company 3858820 August 27, 2026 April 7, 2016- 9. 40 Our Company 3858821 April 6, 2026 July 28, 2008- 10. 1 STA 4506583 July 27, 2028 July 14, 2010- 11. 5 Our Company 6864345 July 13, 2020 July 14, 2010- 12. 1 Our Company 6864346 July 13, 2020 September 14, 2010- 13. 42 Our Company 6864347 September 13, 2020 August 14, 2010- 14. 40 Our Company 6864348 August 13, 2020 July 7, 2010- 15. 1 Our Company 6864361 July 6, 2020 January 28, 2013- 16. 1 STA 10235449 January 27, 2023
— VI-31 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
No. Trade Mark Class Owner Registration No. Validity Period January 28, 2013- 17. 5 STA 10235466 January 27, 2023 January 28, 2013- 18. 40 STA 10235660 January 27, 2023
January 28, 2013- 19. 42 STA 10235665 January 27, 2023
January 28, 2013- 20. 40 STA 10241191 January 27, 2023
March 14, 2013- 21. 42 STA 10241224 March 13, 2023
August 21, 2014- 22. 1 STA 10241284 August 20, 2024
March 7, 2014- 23. 5 STA 10241337 March 6, 2024
January 28, 2013- 24. 40 STA 10241359 January 27, 2023
March 14, 2013- 25. 42 STA 10241384 March 13, 2023
May 28, 2013- 26. 1 MedKey 10684720 May 27, 2023
May 28, 2013- 27. 5 MedKey 10685036 May 27, 2023
May 28, 2013- 28. 42 MedKey 10685055 May 27, 2023
October 14, 2013- 29. 44 MedKey 10685113 October 13, 2023
Abgent Biotechnology (Suzhou) Co., Ltd. October 28, 2013- 30. 1 10685296 (百奇生物科技 October 27, 2023 （蘇州）有限公 司)
Abgent Biotechnology (Suzhou) Co., Ltd. January 7, 2014- 31. 5 10685348 (百奇生物科技 January 6, 2024 （蘇州）有限公 司)
— VI-32 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
No. Trade Mark Class Owner Registration No. Validity Period Abgent Biotechnology (Suzhou) Co., Ltd. July 14, 2013- 32. 42 10685521 (百奇生物科技 July 13, 2023 （蘇州）有限公 司) Abgent Biotechnology (Suzhou) Co., Ltd. July 14, 2013- 33. 44 10685583 (百奇生物科技 July 13, 2023 （蘇州）有限公 司)
November 21, 2015- 34. 5 WXAT Suzhou 15482897 November 20, 2025
November 21, 2015- 35. 9 WXAT Suzhou 15482984 November 20, 2025
November 21, 2015- 36. 35 WXAT Suzhou 15483042 November 20, 2025
November 21, 2015- 37. 42 WXAT Suzhou 15483092 November 20, 2025
January 21, 2016- 38. 5 WXAT Shanghai 15484615 January 20, 2026
November 21, 2015- 39. 9 WXAT Shanghai 15484657 November 20, 2025
November 21, 2015- 40. 35 WXAT Shanghai 15484714 November 20, 2025
January 7, 2016- 41. 5 WXAT Suzhou 15700188 January 6, 2026
March 7, 2016- 42. 5 WXAT Suzhou 15700269 March 6, 2026
December 28, 2015- 43. 9 WXAT Suzhou 15700596 December 27, 2025
February 28, 2016- 44. 35 WXAT Suzhou 15700737 February 27, 2026
January 7, 2016- 45. 35 WXAT Suzhou 15700815 January 6, 2026
March 21, 2016- 46. 42 WXAT Suzhou 15701165 March 20, 2026
— VI-33 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
No. Trade Mark Class Owner Registration No. Validity Period January 14, 2016- 47. 42 WXAT Suzhou 15701387 January 13, 2026 September 7, 2016- 48. 1 Our Company 17318730 September 6, 2026
September 7, 2016- 49. 5 Our Company 17318926 September 6, 2026
September 7, 2016- 50. 1 Our Company 17318774 September 6, 2026
September 7, 2016- 51. 5 Our Company 17318998 September 6, 2026
September 7, 2016- 52. 9 Our Company 17318986 September 6, 2026
September 7, 2016- 53. 35 Our Company 17319124 September 6, 2026
Jiangsu Xinfu Pharmaceutical August 28, 2014- 54. 5 Co., Ltd. (江蘇信 703324 August 27, 2024 孚藥業有限公司) (Note)
Jiangsu Xinfu Pharmaceutical August 28, 2014- 55. 5 Co., Ltd. (江蘇信 703322 August 27, 2024 孚藥業有限公司) (Note)
Jiangsu Xinfu Pharmaceutical December 30, 2013- 56. 5 Co., Ltd. (江蘇信 202617 December 29, 2023 孚藥業有限公司) (Note)
Jiangsu Xinfu Pharmaceutical April 14, 2014- 57. 5 Co., Ltd. (江蘇信 685192 April 13, 2024 孚藥業有限公司) (Note)
Jiangsu Xinfu Pharmaceutical January 28, 2011- 58. 5 Co., Ltd. (江蘇信 7968273 January 27, 2021 孚藥業有限公司) (Note)
— VI-34 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
No. Trade Mark Class Owner Registration No. Validity Period Jiangsu Xinfu Pharmaceutical April 21, 2009- 59. 5 Co., Ltd. (江蘇信 4997676 April 20, 2019 孚藥業有限公司) (Note) Jiangsu Xinfu Pharmaceutical January 28, 2011- 60. 5 Co., Ltd. (江蘇信 7968270 January 27, 2021 孚藥業有限公司) (Note)
Jiangsu Xinfu Pharmaceutical January 28, 2011- 61. 5 Co., Ltd. (江蘇信 7968271 January 27, 2021 孚藥業有限公司) (Note)
Jiangsu Xinfu Pharmaceutical January 28, 2011- 62. 5 Co., Ltd. (江蘇信 7968269 January 27, 2021 孚藥業有限公司) (Note)
Jiangsu Xinfu Pharmaceutical January 28, 2011- 63. 5 Co., Ltd. (江蘇信 7968272 January 27, 2021 孚藥業有限公司) (Note)
January 14, 2017- 64. 5 WXAT Shanghai 18493981 January 13, 2027
January 7, 2017- 65. 9 WXAT Shanghai 18494081 January 6, 2027
January 7, 2017- 66. 35 WXAT Shanghai 18494173 January 6, 2027
January 14, 2017- 67. 42 WXAT Shanghai 18494215 January 13, 2027
January 7, 2017- 68. 44 WXAT Shanghai 18494361 January 6, 2027
February 14, 2017- 69. 9 Our Company 18873730 February 13, 2027
February 21, 2017- 70. 9 Our Company 18873947 February 20, 2027
June 21, 2016- 71. LABNETWORK 35 LabNetwork Inc. 15520856 June 20, 2026
— VI-35 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
No. Trade Mark Class Owner Registration No. Validity Period December 7, 2015- 72. VIALZ 1 LabNetwork Inc. 15520855 December 6, 2025
May 21, 2017- 73. 1 LabNetwork Inc. 19536609 May 20, 2027
May 21, 2017- 74. 1 Our Company 17318767 May 20, 2027
May 21, 2017- 75. 5 Our Company 17318863 May 20, 2027
May 21, 2017- 76. 9 Our Company 17319079 May 20, 2027
May 14, 2017- 77. 35 Our Company 17319086 May 13, 2027
May 21, 2017- 78. 42 Our Company 17309727 May 20, 2027
August 14, 2017- 79. 42 Our Company 17309764 August 13, 2027
August 7, 2017- 80. 9 Our Company 17318929 August 6, 2027
August 14, 2017- 81. 35 Our Company 17319085 August 13, 2027
AppTec LabNetwork (Wuhan) Chemical June 7, 2017- 82. 42 Technology Co., Ltd. 19682650 June 6, 2027 (藥明覽博 （武漢）化學科技 有限公司)
AppTec LabNetwork (Wuhan) Chemical June 7, 2017- 83. 1 Technology Co., Ltd. 19682840 June 6, 2027 (藥明覽博 （武漢）化學科技 有限公司)
AppTec LabNetwork (Wuhan) Chemical June 7, 2017- 84. 1 Technology Co., Ltd. 19682534 June 6, 2027 (藥明覽博 （武漢）化學科技 有限公司)
— VI-36 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
No. Trade Mark Class Owner Registration No. Validity Period AppTec LabNetwork (Wuhan) Chemical June 7, 2017- 85. 1 Technology Co., Ltd. 19683047 June 6, 2027 (藥明覽博 （武漢）化學科技 有限公司) May 21, 2016- 86. 35 WXAT Shanghai 16008126 May 20, 2026
Shanghai HD December 7, 2016- 87. 42 18182307 Biosciences December 6, 2026
November 7, 2017- 88. 5 Our Company 21210142 November 6, 2027
November 7, 2017- 89. 9 Our Company 21210030 November 6, 2027
November 7, 2017- 90. 10 Our Company 21210206 November 6, 2027
November 7, 2017- 91. 35 Our Company 21210412 November 6, 2027
November 7, 2017- 92. 36 Our Company 21210647 November 6, 2027
November 7, 2017- 93. 37 Our Company 21210585 November 6, 2027
November 7, 2017- 94. 38 Our Company 21210761 November 6, 2027
November 7, 2017- 95. 39 Our Company 21210903 November 6, 2027
November 7, 2017- 96. 42 Our Company 21210949 November 6, 2027
November 7, 2017- 97. 44 Our Company 21211108 November 6, 2027
November 28, 2017- 98. 9 Our Company 21578582 November 27, 2027
November 28, 2017- 99. 10 Our Company 21576476 November 27, 2027
November 28, 2017- 100. 30 Our Company 21576699 November 27, 2027
November 28, 2017- 101. 36 Our Company 21577026 November 27, 2027
— VI-37 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
No. Trade Mark Class Owner Registration No. Validity Period November 28, 2017- 102. 37 Our Company 21577289 November 27, 2027 November 28, 2017- 103. 38 Our Company 21577562 November 27, 2027
November 28, 2017- 104. 39 Our Company 21577833 November 27, 2027
November 28, 2017- 105. 44 Our Company 21578470 November 27, 2027
November 28, 2017- 106. 36 Our Company 21577071 November 27, 2027
November 28, 2017- 107. 35 Our Company 21576876 November 27, 2027
November 28, 2017- 108. 38 Our Company 21577585 November 27, 2027
November 28, 2017- 109. 1 Our Company 21573384 November 27, 2027
November 28, 2017- 110. 2 Our Company 21573511 November 27, 2027
November 28, 2017- 111. 3 Our Company 21573633 November 27, 2027
November 28, 2017- 112. 4 Our Company 21573725 November 27, 2027
November 28, 2017- 113. 6 Our Company 21573927 November 27, 2027
November 28, 2017- 114. 7 Our Company 21574388 November 27, 2027
November 28, 2017- 115. 8 Our Company 21574551 November 27, 2027
November 28, 2017- 116. 11 Our Company 21574692 November 27, 2027
November 28, 2017- 117. 12 Our Company 21574771 November 27, 2027
November 28, 2017- 118. 13 Our Company 21574836 November 27, 2027
November 28, 2017- 119. 14 Our Company 21574914 November 27, 2027
— VI-38 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
No. Trade Mark Class Owner Registration No. Validity Period November 28, 2017- 120. 15 Our Company 21574990 November 27, 2027 November 28, 2017- 121. 16 Our Company 21575057 November 27, 2027
November 28, 2017- 122. 17 Our Company 21575120 November 27, 2027
November 28, 2017- 123. 18 Our Company 21575188 November 27, 2027
November 28, 2017- 124. 19 Our Company 21575214 November 27, 2027
November 28, 2017- 125. 20 Our Company 21575275 November 27, 2027
November 28, 2017- 126. 21 Our Company 21575323 November 27, 2027
November 28, 2017- 127. 22 Our Company 21575355 November 27, 2027
November 28, 2017- 128. 23 Our Company 21575373 November 27, 2027
November 28, 2017- 129. 24 Our Company 21575445 November 27, 2027
November 28, 2017- 130. 25 Our Company 21575481 November 27, 2027
November 28, 2017- 131. 26 Our Company 21575487 November 27, 2027
November 28, 2017- 132. 27 Our Company 21575488 November 27, 2027
November 28, 2017- 133. 28 Our Company 21575565 November 27, 2027
November 28, 2017- 134. 29 Our Company 21575600 November 27, 2027
November 28, 2017- 135. 31 Our Company 21575630 November 27, 2027
November 28, 2017- 136. 33 Our Company 21575706 November 27, 2027
November 28, 2017- 137. 34 Our Company 21575735 November 27, 2027
— VI-39 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
No. Trade Mark Class Owner Registration No. Validity Period November 28, 2017- 138. 40 Our Company 21575759 November 27, 2027 November 28, 2017- 139. 41 Our Company 21575768 November 27, 2027
November 28, 2017- 140. 43 Our Company 21575844 November 27, 2027
November 28, 2017- 141. 45 Our Company 21575884 November 27, 2027
January 7, 2018- 142. 30 Our Company 21210327 January 6, 2028
January 14, 2018- 143. 1 Our Company 21576123 January 13, 2028
January 28, 2018- 144. 32 Our Company 21575653 January 27, 2028
July 21, 2018- 145. 9 Our Company 21578553 July 20, 2028
July 21, 2018- 146. 10 Our Company 21576508 July 20, 2028
July 21, 2018- 147. 30 Our Company 21576768 July 20, 2028
July 21, 2018- 148. 37 Our Company 21577339 July 20, 2028
July 21, 2018- 149. 38 Our Company 21577683 July 20, 2028
July 21, 2018- 150. 39 Our Company 21577845 July 20, 2028
July 21, 2018- 151. 44 Our Company 21578438 July 20, 2028
July 21, 2018- 152. 5 Our Company 21576263 July 20, 2028
July 21, 2018- 153. 10 Our Company 21576421 July 20, 2028
July 21, 2018- 154. 36 Our Company 21576966 July 20, 2028
July 21, 2018- 155. 37 Our Company 21577247 July 20, 2028
— VI-40 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
No. Trade Mark Class Owner Registration No. Validity Period July 21, 2018- 156. 39 Our Company 21577778 July 20, 2028 July 21, 2018- 157. 40 Our Company 21578091 July 20, 2028
July 21, 2018- 158. 42 Our Company 21578248 July 20, 2028
July 21, 2018- 159. 44 Our Company 21578425 July 20, 2028
April 7, 2018- 160. 1 WXAT Shanghai 23409737 April 6, 2028
April 7, 2018- 161. 5 WXAT Shanghai 23409683 April 6, 2028
March 21, 2018- 162. 8 WXAT Shanghai 23409812 March 20, 2028
March 21, 2018- 163. 9 WXAT Shanghai 23410115 March 20, 2028
March 28, 2018- 164. WXAT Shanghai 23410259 10 March 27, 2028
April 7, 2018- 165. 35 WXAT Shanghai 23410382 April 6, 2028
April 21, 2018- 166. 38 WXAT Shanghai 23410491 April 20, 2028
March 21, 2018- 167. 42 WXAT Shanghai 23410556 March 20, 2028
April 7, 2018- 168. 44 WXAT Shanghai 23410668 April 6, 2028
March 21, 2018- 169. 10 WXAT Shanghai 23410293 March 20, 2028
April 7, 2018- 170. 38 WXAT Shanghai 23410322 April 6, 2028
March 21, 2018- 171. 42 WXAT Shanghai 23410574 March 20, 2028
June 21, 2018 172. 44 WXAT Shanghai 23410606 June 20, 2028
July 21, 2018 173. 8 WXAT Shanghai 23410050 July 20, 2028
— VI-41 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
No. Trade Mark Class Owner Registration No. Validity Period June 21, 2018 174. 1 WXAT Shanghai 23409764 June 20, 2028 MedShine Discovery Inc. (南 February 28, 2018- 175. 3 23015812 京明德新藥研發股 February 27, 2028 份有限公司)
MedShine Discovery Inc. (南 February 28, 2018- 176. 5 23051674 京明德新藥研發股 February 27, 2028 份有限公司)
MedShine Discovery Inc. (南 May 14, 2018- 177. 9 23052831 京明德新藥研發股 May 13, 2028 份有限公司)
MedShine Discovery Inc. (南 May 14, 2018- 178. 11 23054239 京明德新藥研發股 May 13, 2028 份有限公司)
MedShine Discovery Inc. (南 February 28, 2018- 179. 12 23054634 京明德新藥研發股 February 27, 2028 份有限公司)
MedShine Discovery Inc. (南 February 28, 2018- 180. 14 23032013 京明德新藥研發股 February 27, 2028 份有限公司)
MedShine Discovery Inc. (南 March 7, 2018- 181. 15 23096645 京明德新藥研發股 March 6, 2028 份有限公司)
MedShine Discovery Inc. (南 February 28, 2018- 182. 16 23055512 京明德新藥研發股 February 27, 2028 份有限公司)
MedShine Discovery Inc. (南 February 28, 2018- 183. 18 23055683 京明德新藥研發股 February 27, 2028 份有限公司)
MedShine Discovery Inc. (南 February 28, 2018- 184. 20 23033078 京明德新藥研發股 February 27, 2028 份有限公司)
— VI-42 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
No. Trade Mark Class Owner Registration No. Validity Period MedShine Discovery Inc. (南 February 28, 2018- 185. 21 23033425 京明德新藥研發股 February 27, 2028 份有限公司) MedShine Discovery Inc. (南 February 28, 2018- 186. 24 23033283 京明德新藥研發股 February 27, 2028 份有限公司)
MedShine Discovery Inc. (南 April 14, 2018- 187. 25 23034079A 京明德新藥研發股 April 13, 2028 份有限公司)
MedShine Discovery Inc. (南 February 28, 2018- 188. 26 23055807 京明德新藥研發股 February 27, 2028 份有限公司)
MedShine Discovery Inc. (南 May 14, 2018- 189. 27 23055945 京明德新藥研發股 May 13, 2028 份有限公司)
MedShine Discovery Inc. (南 March 7, 2018- 190. 28 23078873 京明德新藥研發股 March 6, 2028 份有限公司)
MedShine Discovery Inc. (南 February 28, 2018- 191. 35 23038445 京明德新藥研發股 February 27, 2028 份有限公司)
MedShine Discovery Inc. (南 March 7, 2018- 192. 37 23079469 京明德新藥研發股 March 6, 2028 份有限公司)
MedShine Discovery Inc. (南 March 7, 2018- 193. 38 23079529 京明德新藥研發股 March 6, 2028 份有限公司)
MedShine Discovery Inc. (南 March 7, 2018- 194. 40 23079003 京明德新藥研發股 March 6, 2028 份有限公司)
MedShine Discovery Inc. (南 March 7, 2018- 195. 41 23079647 京明德新藥研發股 March 6, 2028 份有限公司)
— VI-43 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
No. Trade Mark Class Owner Registration No. Validity Period MedShine Discovery Inc. (南 March 7, 2018- 196. 43 23079757 京明德新藥研發股 March 6, 2028 份有限公司) MedShine Discovery Inc. (南 March 7, 2018- 197. 44 23080043 京明德新藥研發股 March 6, 2028 份有限公司) September 28, 2018- 198. 44 Our Company 22793309 September 27, 2028 September 28, 2018- 199. 42 Our Company 22793239 September 27, 2028 September 28, 2018- 200. 35 Our Company 22793093 September 27, 2028 September 28, 2018- 201. 9 Our Company 22792781 September 27, 2028
Note: Jiangsu Xinfu Pharmaceutical Co., Ltd. (江蘇信孚藥業有限公司) is the former name of WuXi STA Pharmaceutical Co., Ltd. (無錫合全藥業有 限公司). As of the Latest Practicable Date, the formalities regarding the change of name of the registered owner from Jiangsu Xinfu Pharmaceutical Co., Ltd. (江蘇信孚藥業有限公司) to WuXi STA Pharmaceutical Co., Ltd. (無錫合全藥業有限公司) have not been completed.
As of the Latest Practicable Date, we have registered the following trademarks in Hong Kong and overseas which we considered to be material to our business:
Place of Registration Validity Period/ No. Trade mark Class Owner Registration No. Registration Date
1. 42 Our Company United States 3444026 June 10, 2008- June 10, 2028
2. 42 Our Company United States 3372584 January 22, 2008- January 22, 2028
3. 42 Our Company United States 3444025 June 10, 2008- June 10, 2028
4. 1/5/40/42 STA United States, South 1125009 April 11, 2012- Korea, Japan, April 11, 2022 European Union (registered under the Madrid System)
5. 1/5/40/42 STA United States, South 1138987 July 10, 2012- Korea, Japan, July 10, 2022 European Union (registered under the Madrid System)
6. 1/5/40/42 STA United States, South 1122992 April 11, 2012- Korea, Japan, April 11, 2022 European Union (registered under the Madrid System)
7. 1/5/40/42 STA Hong Kong 302093184 November 22, 2011- November 21, 2021
— VI-44 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
Place of Registration Validity Period/ No. Trade mark Class Owner Registration No. Registration Date 8. 1/5/40/42 STA Hong Kong 302093175 November 22, 2011- November 21, 2021
9. 1/5/40/42 STA Hong Kong 302093166 November 22, 2011- November 21, 2021
10. 1/5/40/42 STA India 2243726 December 2, 2011- December 2, 2021
11. 1/5/40/42 STA India 2243725 December 2, 2011- December 2, 2021
12. 1/5/40/42 STA India 2243724 December 2, 2011- December 2, 2021
13. 1/5/42/44 Abgent United States, South 1142503 August 2, 2012- Biotechnology Korea, Japan, August 2, 2022 (Suzhou) Co., Ltd. European Union (百奇生物科技（蘇 (registered under the 州）有限公司) Madrid System)
14. 5/9/35/42 WXAT Suzhou Hong Kong 303352914 March 27, 2015- March 26, 2025
15. 5/9/35/42 WXAT Suzhou Taiwan 01756841 February 16, 2016- February 15, 2026
16. 5/9/35/42 WXAT Suzhou Hong Kong 303352897 March 27, 2015- March 26, 2025
17. 5/9/35/42 WXAT Suzhou Taiwan 01756842 February 16, 2016- February 15, 2026
18. 5/9/35/42 WXAT Suzhou Hong Kong 303352905 March 27, 2015- March 26, 2025
19. 5/9/35/42 WXAT Suzhou Taiwan 01743017 December 1, 2015- November 30, 2025
20. 40/42 Our Company European Union 009293572 January 17, 2011- August 4, 2020
21. 40/42 Our Company European Union 009293614 January 17, 2011- August 4, 2020
22. 40/42 Our Company Switzerland 612855 August 5, 2010- August 5, 2020
23. 40/42 Our Company Switzerland 612888 August 5, 2010- August 5, 2020
24. 9 Our Company Hong Kong 303664387 January 20, 2016- January 19, 2026
25. 1/5/10/ Our Company Hong Kong 304472181 March 23, 2018- 35/40/ March 22, 2028 42/44
— VI-45 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
Place of Registration Validity Period/ No. Trade mark Class Owner Registration No. Registration Date 26. 9 Our Company Hong Kong 303664369 January 20, 2016- January 19, 2026
27. 5/9/35/42 WXAT Suzhou South Korea, Japan 1284995 November 27, 2015- (registered under the November 27, 2025 Madrid System)
28. 5/9/35/42 WXAT Suzhou South Korea, Japan 1283090 November 27, 2015- (registered under the November 27, 2025 Madrid System)
29. 9 Our Company Taiwan 01797527 October 16, 2016- October 15, 2026
30. 9 Our Company Taiwan 01797528 October 16, 2016- October 15, 2026
31. 9 Our Company Japan, European 1322403 September 20, 2016- Union, South Korea, September 20, 2026 United States (registered under the Madrid System)
32. 5/35/42 WXAT Suzhou Japan, South Korea 1331030 September 19, 2016- (registered under the September 19, 2026 Madrid System)
33. 9 Our Company Japan, European 1332922 September 20, 2016- Union, South Korea, September 20, 2026 United States (registered under the Madrid System)
34. 1 LabNetwork, Inc. Mexico 1687019 October 20, 2016- July 27, 2026
35. 35 LabNetwork, Inc. Mexico 1547476 June 17, 2015
36. 1 LabNetwork, Inc Russia 590156 October 10, 2016
37. LABNETWORK 35 LabNetwork Inc. Russia 563019 January 27, 2016
38. 35 LabNetwork, Inc. Russia 572061 April 21, 2016
39. 1 LabNetwork, Inc. European Union 14749527 March 14, 2016
— VI-46 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
Place of Registration Validity Period/ No. Trade mark Class Owner Registration No. Registration Date 40. 35 LabNetwork, Inc. European Union 13849351 July 7, 2015
41. VIALZ 1 LabNetwork, Inc. European Union 13365391 February 25, 2015
42. LABNETWORK 35 LabNetwork, Inc. European Union 12886313 October 13, 2014
43. 1 LabNetwork, Inc Hong Kong 303856401 August 1, 2016
44. 35 LabNetwork, Inc. Hong Kong 303337858 March 19, 2015
45. 1 LabNetwork, Inc. The Philippines 9483 November 3, 2016
46. 1 LabNetwork, Inc. Singapore 40201520594X November 23, 2015
47. 35 LabNetwork, Inc. Singapore 40201504811X March 20, 2015
48. VIALZ 1 WuXi AppTec Singapore T1416779I October 17, 2014 Sales, LLC
49. LABNETWORK 35 WuXi AppTec Singapore T1413974D August 29, 2014 Sales, LLC
50. 35 LabNetwork, Inc. South Korea 4103708700000 September 6, 2016
51. 1 LabNetwork, Inc. South Korea 4012013880000 October 6, 2016
52. 1 LabNetwork, Inc. Taiwan 1776625 July 1, 2016
53. 35 LabNetwork, Inc. Taiwan 01748098 January 1, 2016
54. VIALZ 1 LabNetwork, Inc. Taiwan 01701133 April 16, 2015
— VI-47 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
Place of Registration Validity Period/ No. Trade mark Class Owner Registration No. Registration Date 55. LABNETWORK 35 LabNetwork, Inc. Taiwan 01731526 October 1, 2015
56. 35 LabNetwork, Inc. Australia 1682041 March 19, 2015
57. VIALZ 1 LabNetwork, Inc. Australia 1652794 October 16, 2014
58. LABNETWORK 35 LabNetwork, Inc. Australia 1643807 August 28, 2014
59. 1 LabNetwork, Inc. New Zealand 1047805 January 31, 2017
60. 35 LabNetwork, Inc. New Zealand 1016084 September 22, 2015
61. VIALZ 1 LabNetwork, Inc. New Zealand 1006967 April 16, 2015
62. LABNETWORK 35 LabNetwork, Inc. New Zealand 1004093 March 3, 2015
63. 35 WuXi AppTec United States 4970031 May 31, 2016 Sales, LLC
64. LABNETWORK 35 WuXi AppTec United States 4791653 August 11, 2015 Sales, LLC
65. VIALZ 1 LABNETWORK, Mexico 1509536 January 27, 2015 INC.
66. LABNETWORK 35 LABNETWORK, Mexico 1539800 May 22, 2015 INC.
67. LABNETWORK 35 WuXi AppTec Columbia 517321 April 15, 2015 Sales, LLC
68. VIALZ 1 WuXi AppTec Columbia 519277 May 19, 2015 Sales, LLC
69. VIALZ 1 LabNetwork, Inc. Russia 563196 January 28, 2016
70. VIALZ 1 WuXi AppTec Hong Kong 303166641 October 15, 2014 Sales, LLC
71. LABNETWORK 35 LabNetwork, Inc. Hong Kong 303118798 August 28, 2014
72. VIALZ 1 WuXi AppTec The Philippines 13105 January 22, 2015 Sales, LLC
73. LABNETWORK 35 WuXi AppTec The Philippines 10801 January 22, 2015 Sales, LLC
74. VIALZ 1 WuXi AppTec South Korea 4011176720000 July 14, 2015 Sales, LLC
— VI-48 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
Place of Registration Validity Period/ No. Trade mark Class Owner Registration No. Registration Date 75. LABNETWORK 35 WuXi AppTec South Korea 4103373290000 November 6, 2015 Sales, LLC
76. APPTEC 40 AppTec Laboratory United States 3344626 November 27, 2007 Services, Inc.
77. 42 XBL United States 3292568 September 18, 2007
78. 42 XBL United States 2364761 July 4, 2000
79. XBL 42 XBL United States 2364762 July 4, 2000
80. CRELUX 1/35/42/ Crelux Germany 30713563 September 12, 2007 45
81. 1 LabNetwork, Inc. Israel 280627 August 2, 2017
Patent
As of the Latest Practicable Date, we have registered the following patents which we considered to be material to our business:
Authorization Types of announcement No. Owner Description Patent No. Patents Application Date Date 1. Changzhou Synthesis method of cis-3-amino-2- ZL201210481200.4 Invention November 23, June 25, 2014 SynTheAll arylpyrrolidine derivative (一種順式-3-氨基- 2012 Pharmaceutical 2-芳基吡咯烷衍生物的合成方法) Co., Ltd. (常州合全藥業有限 公司)
2. Xiamen University; The crystal structure of 2A proteinase from ZL201310033249.8 Invention January 28, May 13, 2015 WXAT Shanghai enterovirus 71 and its application in drug 2013 (腸道病毒71型2A蛋白酶的晶體結構及其在藥 物設計中的應用)
3. Shanghai STA Industrial preparation method of ZL200610027872.2 Invention June 20, 2006 March 7, Pharmaceutical 5-formyl-3-thiophenecarboxylate (一種5-甲 2012 R&D Co., Ltd. (上 醯基-3-噻吩甲酸酯工業化製備方法) 海合全藥物研發有 限公司)
4. Shanghai STA Synthesis method of 5-trifluoromethyl ZL201210008051.X Invention January 12, December 25, Pharmaceutical pyrrole-2-formic acid (5-三氟甲基吡咯-2-甲 2012 2013 R&D Co., Ltd. (上 酸的合成方法) 海合全藥物研發有 限公司)
5. STA Industrial preparation method of ZL200810043674.4 Invention July 29, 2008 December 5, 6-methyl-3-aminopyridazine (6-甲基-3-氨基 2012 噠嗪的工業化製備方法)
— VI-49 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
Authorization Types of announcement No. Owner Description Patent No. Patents Application Date Date 6. STA Synthesis method of ZL200810043775.1 Invention September 11, May 9, 2012 4-(3-iodo-2-pyridyl)piperazine compound 2008 (4-(3-碘-2-吡啶基)呱嗪類化合物的合成方法)
7. STA Industrial synthesis method of ZL201010141081.9 Invention April 6, 2010 September 17, 3-(2-bromophenyl)propionic acid (3-(2-溴苯 2014 基)丙酸的工業化合成方法)
8. STA N,N-disubstituted-N’-phthaloyl-1,3-diamine ZL201210445348.2 Invention November 9, May 21, 2014 derivative and its preparation method (N,N- 2012 二取代-N’-鄰苯二甲醯基-1,3-二胺衍生物及 其製備方法)
9. WXAT Shanghai Preparation method of α-spiroazacyclic ZL200610027069.9 Invention May 30, 2006 May 9, 2012 drug building block (一種α-氮雜螺環類藥物 模板的製備方法)
10. Changzhou STA Synthesis method of optically active α- ZL200610027873.7 Invention June 20, 2006 September 21, Pharmaceutical aminopimelate or monoester (光學活性 α- 2011 R&D Co., Ltd (常 氨基庚二酸酯或單酯的合成方法) 州合全新藥研發有 限公司)
11. WXAT Shanghai Synthesis method of optically active ZL200610027876.0 Invention June 20, 2006 October 19, 2-amino-8-nonenoic acid (光學活性的 -2- 氨 2011 基 -8- 壬烯酸的合成方法)
12. WXAT Shanghai Synthesis method of optically active α- ZL200610117599.2 Invention October 26, December 7, amino suberate and α-aminooctanedioic 2006 2011 acid monoester (光學活性 α- 氨基辛二酸酯 和 α- 氨基辛二酸單酯的合成方法)
13. WXAT Shanghai Synthesis method of substituted ZL200710094625.9 Invention December 25, December 12, aminocarboxylic acid through Ugi reaction 2007 2012 (一種利用烏吉反應合成取代氨基羧酸的方法)
14. WXAT Shanghai A tertiary alkylamine hydrolysis method (一 ZL200810043222.6 Invention April 3, 2008 June 5, 2013 種脫叔烷基胺的方法)
15. WXAT Shanghai 1,3-disubstituted-3-azabicyclo[3.2.1]octane ZL201010529583.9 Invention November 3, August 19, derivative and its preparation method (1,3- 2010 2015 二取代 -3- 氮雜雙環 [3.2.1] 辛烷衍生物及製 備方法)
16. WXAT Shanghai 1,5-[(substituted)-methyl bridge]- ZL201110193555.9 Invention July 12, 2011 June 8, 2016 tetrahydro-1H-pyrrole [1,2-c]- imidazole-3(2H)-one derivative and its preparation method (1,5-[ (取代)-甲橋]-四 氫-1H-吡咯[1,2-c]-咪唑-3(2H)-酮衍生物及 製備方法)
17. WXAT Shanghai Trans-3a-fluoropyrrolidine [3,4-C]-cyclo ZL201110252151.2 Invention August 30, August 10, compound and its preparation method (反 2011 2016 式-3a- 氟吡咯烷[3,4-C] 并環化合物及其製 備方法)
— VI-50 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
Authorization Types of announcement No. Owner Description Patent No. Patents Application Date Date 18. WXAT Shanghai Industrial preparation method of ZL200810043216.0 Invention April 3, 2008 June 27, 2012 WXAT Tianjin thiazole-2-carboxamide from 2-bromothiazole through one-pot reaction (由2—溴噻唑一鍋法合成噻唑-2-甲醯胺的工 業化製備方法)
19. WXAT Shanghai Industrial synthesis method of Spiro ZL200810043217.5 Invention April 3, 2008 July 4, 2012 WXAT Tianjin [benzo[e][1,3]oxazine-2,4’- piperidin]4(3H)-one (一種螺 [苯并[e][1, 3] 噁嗪 -2, 4’- 呱啶]4(3H)- 酮的工業化合成方 法)
20. STA Synthesis method of 2-methyl-7-(substituted ZL200910057529.6 Invention July 1, 2009 August 28, pyrimidin-4-amino)-4-(substituted 2013 piperidin-1-yl)isoindolin-1-one and its intermediate (2-甲基-7-(取代嘧啶-4-氨 基)-4-(取代呱啶-1-基)異吲哚啉-1-酮及中間 體的合成方法)
21. WXAT Shanghai Synthesis method of 1,7-diazaspiro[4,5] ZL200910201862.X Invention November 24, April 10, WXAT Tianjin decane with protecting group (一種帶保護基 2009 2013 的1,7-二氮雜螺[4,5]葵烷的合成方法)
22. WXAT Shanghai Synthesis method of 1,8-diazaspiro[4,5] ZL200910201861.5 Invention November 24, April 10, WXAT Tianjin decane with protecting group (一種帶保護基 2009 2013 STA 的1,8-二氮雜螺[4,5]葵烷的合成方法)
23. WXAT Shanghai Synthesis method of 2-fluoro-4-substituted ZL200910057085.6 Invention April 16, July 10, 2013 WXAT Tianjin aminobenzene (2-氟-4-取代氨基苯胺的合成 2009 WXAT Suzhou 方法) STA
24. STA Synthesis method of a-hydroxycarboxylate ZL201310014029.0 Invention January 15, August 17, from 2-hydroxypropane cyanide (由2-羥基 2013 2016 丙二氰合成a-羥基羧酸酯的方法)
25. WXAT Suzhou Collection method of monkey semen (猴精 ZL201210422817.9 Invention October 30, May 25, 2016 液採集的方法) 2012
26. WXAT Tianjin Synthesis method of ZL201010528796.X Invention November 3, April 1, 2015 5-fluoro-3-pyridinesulfonyl chloride (5-氟- 2010 3-吡啶磺醯氯的合成方法)
27. WXAT Tianjin Preparation method of 5,6,7,8-tetrahydro- ZL201010545013.9 Invention November 16, April 1, 2015 imidazo[1,5-a]pyrazine-1-carboxylic acid 2010 ethyl ester (一種5,6,7,8-四氫—咪 唑并[1,5-a]吡嗪-1-羧酸乙酯的製備方法)
28. WXAT Tianjin (4S)-1-substituted-2,5-diazabicyclo[2,2,1] ZL201110193552.5 Invention July 12, 2011 March 30, heptane derivative and its preparation 2016 method ((4S)-1-取代-2,5-二氮雜雙 環[2,2,1]庚烷衍生物及製備方法)
29. WXAT Wuhan Preparation method of octahydro- ZL200910201787.7 Invention November 12, April 16, pyridinium-[3,4-c]pyridine-derivative (一種 2009 2014 八氫-吡喏-并[3,4-c]吡啶-衍生物的製備方法)
— VI-51 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
Authorization Types of announcement No. Owner Description Patent No. Patents Application Date Date 30. WXAT Wuhan Preparation method of 4-nitro-piperidine ZL201010544778.0 Invention November 16, December 10, derivative (4-硝基-呱啶衍生物的製備方法) 2010 2014
31. WXAT Wuhan A diazo heterocycle bridge drug template ZL201010568545.4 Invention December 2, July 22, 2015 and its preparation method and application 2010 (一種雙氮雜環橋環類藥物模板及其製備方法 和應用)
32. Changzhou Preparation method of 4,7-diazindole (4,7- ZL200510111854.8 Invention December 22, February 10, SynTheAll 二氮雜吲哚的製備方法) 2005 2010 Pharmaceutical Co., Ltd. (常州合 全藥業有限公司)
33. Shanghai STA 1,3,6,9-substituted ß-carboline compound ZL201110397898.7 Invention December 5, December 14, Pharmaceutical and its preparation method (1,3,6,9-取代ß- 2011 2016 R&D Co., Ltd. (上 哢啉類化合物及其製備方法) 海合全藥物研發有 限公司)
34. WXAT Suzhou Moveable operation table for animal ZL201310658997.5 Invention December 9, January 25, WXAT Shanghai diagnosis and treatment and its usage (可移 2013 2017 動動物診療操作台及其使用方法)
35. Abgent High-throughput peptide synthesis reaction ZL201220087030.7 Utility March 9, October 3, Biotechnology device (高通量多肽合成反應裝置) model 2012 2012 (Suzhou) Co., Ltd. (百奇生物科技（蘇 州）有限公司)
36. XBL-China, Inc. Hand-held fixed scalpel handle device (持握 ZL201420250103.9 Utility May 16, 2014 January 28, (南京美新諾醫藥科 型固定手術刀刀柄裝置) model 2015 技有限公司)
37. XBL-China, Inc. A kind of medical ice pack (一種醫用冰袋) ZL201420250110.9 Utility May 16, 2014 November 26, (南京美新諾醫藥科 model 2014 技有限公司)
38. XBL-China, Inc. A kind of anti-deformation freeze dryer ZL201420250111.3 Utility May 16, 2014 January 28, (南京美新諾醫藥科 shelf (一種防變形的冷凍乾燥機擱板) model 2015 技有限公司)
39. WXAT Shanghai Temperature-controlled animal cage (控溫式 ZL201220282550.3 Utility June 15, 2012 January 30, 動物籠具) model 2013
40. WXAT Shanghai Temperature-controlled animal board (控溫 ZL200920073832.0 Utility April 23, July 21, 2010 式動物保溫保定板) model 2009
41. WXAT Shanghai Dissection table for small animals (小動物解 ZL200920074595.X Utility October 13, July 21, 2010 剖台) model 2009
42. XBL-China, Inc. Vacuum freeze dryer for specific testing ZL201420303639.2 Utility June 10, 2014 November 12, (南京美新諾醫藥科 (一種試驗研究專用的真空冷凍乾燥機) model 2014 技有限公司)
— VI-52 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
Authorization Types of announcement No. Owner Description Patent No. Patents Application Date Date 43. WuXi AppTec Mold for production of ciclosporin soft ZL201220529634.2 Utility October 16, May 1, 2013 Pharmaceutical capsule (一種用於生產環孢素自微乳化軟膠 model 2012 Co., Ltd. (無錫藥 囊的模具) 明康德藥業有限公 司) (Note)
44. WuXi AppTec Mold for production of sevelamer ZL201220529672.8 Utility October 16, May 22, 2013 Pharmaceutical hydrochloride tablet (一種生產鹽酸司維拉姆 model 2012 Co., Ltd. (無錫藥 片劑的模具) 明康德藥業有限公 司) (Note)
45. Shanghai HD Production and application of fluorescent ZL201210378701.X Invention October 8, July 16, 2014 Biosciences peptides (熒光標記多肽及其製備方法和應用) 2012
Note: WuXi AppTec Pharmaceutical Co., Ltd. (無錫藥明康德藥業有限公司) is the former name of WuXi STA Pharmaceutical Co., Ltd. (無錫合全藥 業有限公司). As of the Latest Practicable Date, the formalities regarding the change of name of the registered owner to WuXi STA Pharmaceutical Co., Ltd. (無錫合全藥業有限公司) have not been completed.
Domain Names
As of the Latest Practicable Date, we have registered the following domain names which we considered to be material to our business:
Name of Registered No. Domain Name Proprietor Validity Period 1. www.wuxipharmatech.com WXAT Shanghai June 30, 2006 — June 30, 2021 2. www.wuxipharmatech.com.cn WXAT Shanghai June 30, 2006 — June 30, 2021
3. www.wuxipra.com WXAT Shanghai January 16, 2013 — January 16, 2019
4. www.wuxiapptecv-lab.com WXAT Shanghai October 16, 2015 — October 16, 2020
5. www.wuxiapptecv-lab.com.cn WXAT Shanghai October 16, 2015 — October 16, 2020
6. www.wuxiapptecv-lab.cn WXAT Shanghai October 16, 2015 — October 16, 2020
7. www.wuxiv-lab.com WXAT Shanghai October 16, 2015 — October 16, 2020
8. www.wuxiv-lab.com.cn WXAT Shanghai October 16, 2015 — October 16, 2020
9. www.wuxiv-lab.cn WXAT Shanghai October 16, 2015 — October 16, 2020
10. www.wuxiapptec.com.cn WXAT Shanghai up to September 17, 2020
11. www.boshi360.com WXAT Shanghai October 24, 2014 — October 24, 2018
12. www.mygeneguard.com WXAT Shanghai July 20, 2015 — July 20, 2023
13. www.labknows.com WXAT Shanghai October 20, 2016 — October 20, 2021
14. www.labnetwork.cn WXAT Shanghai October 8, 2014 — October 8, 2019
— VI-53 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
Name of Registered No. Domain Name Proprietor Validity Period 15. www.labnetwork.com.cn WXAT Shanghai October 8, 2014 — October 8, 2019 16. www.uploadcatalog.com WXAT Shanghai July 8, 2016 — July 8, 2021
17. www.instrumentshare.com WXAT Shanghai April 29, 2018 — April 29, 2023
18. www.wuxidiagnostic.com WXAT Shanghai June 22, 2018 — June 22, 2023
19. www.yimingkangde.com WXAT Shanghai February 10, 2015 — February 10, 2019
20. wuxigroup.net WXAT Shanghai November 21, 2018 — November 21, 2023
21. wuxigroup.org WXAT Shanghai November 21, 2018 — November 21, 2023
22. www.sta-pharm.com STA October 21, 2014 — October 21, 2019
23. www.sta-pharma.com STA October 21, 2014 — October 21, 2019
24. www.stapharm.com STA October 21, 2014 — October 21, 2019
25. www.stapharma.com STA October 21, 2014 — October 21, 2019
www.sta-pharmaceutical.com STA October 21, 2014 — October 21, 2019 26. www.stapharma.com.cn STA October 21, 2014 — October 21, 2019 27.
28. www.wuxiclinical.com WuXi Clinical April 6, 2016 — April 6, 2021 Development Services (Shanghai) Co., Ltd. (上海 康德弘翼醫學臨床研究有限 公司)
29. www.wuxiapptec.com WuXi AppTec, Inc. up to February 11, 2023
30. www.labnetwork.com Our Company up to July 28, 2023
31. www.xbl.com XBL up to October 8, 2020
32. www.xbl-china.com XBL up to August 29, 2020
Software copyrights
As of the Latest Practicable Date, we have registered the following software copyrights which we considered to be material to our business:
No. Software Name Owner Registration No. Registration Date 1. WuXi AppTec Nuclear Magnetic Resonance WXAT 2006SR09825 July 25, 2006 Database Management System V1.0（藥明康德 Shanghai 核磁共振數據管理系統 V1.0）
2. WuXi AppTec Electronic Laboratory Notebook WXAT 2006SR12047 September 4, Software [Abbrev.: E-NOTEBOOK (ELN)] Shanghai 2006 V1.0（藥明康德電子實驗筆記本軟件 [簡稱 ：E-NOTEBOOK (ELN)] V1.0）
— VI-54 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
No. Software Name Owner Registration No. Registration Date 3. Reaction Application Management System WXAT 2011SR049973 July 19, 2011 [Abbrev.: DangerousReaction] V2.0 （反應申請 Shanghai 管理系統 [簡稱：DangerousReaction] V2.0）
4. WuXi AppTec Compound Management System WXAT 2012SR066405 July 23, 2012 [Abbrev.: CIMS] V2.0 （藥明康德化合物管理系 Shanghai 統 [簡稱：CIMS] V2.0）
5. WuXi V-Lab Software [Abbrev.: V-Lab WXAT 2016SR005012 January 8, Software] 2.0 （WuXi V-Lab軟件 [簡稱 Shanghai 2016 ：V-Lab軟件] 2.0）
6. WuXi AppTec Project Delivery Management WXAT 2017SR556766 September 30, System [Abbrev.: PDMS] V1.0（藥明康德項目 Shanghai 2017 交付管理軟件 [簡稱：PDMS] V1.0）
7. WuXi AppTec R&D Inventory Management WXAT 2017SR556610 September 30, Software V1.0 （藥明康德研發庫存管理軟 Shanghai 2017 件V1.0）
8. LabNetwork Supplier Management Software WXAT 2017SR633658 November 17, [Abbrev.: Fullmoon] V1.0 （覽博網供貨商管理 Shanghai 2017 軟件 [簡稱：Fullmoon] V1.0）
9. LabNetwork Big Data and Intelligence Analysis WXAT 2017SR633663 November 17, System [Abbrev.: Bamboo] V1.0 （覽博網大數 Shanghai 2017 據和智能分析系統 [簡稱：Bamboo] V1.0）
10. LabNetwork E-commerce Big Data Platform WXAT 2017SR634609 November 20, System [Abbrev.: LabNetwork] V1.87 (覽博 Shanghai 2017 網LabNetwork電商大數據平台系統 [簡稱 : LabNetwork] V1.87)
11. Abgent BioSapient Peptide Sequence Design Abgent 2012SR090685 September 22, Software [Abbrev.: BioSapient] V2.0(百 Biotechnology 2012 奇BioSapient多肽序列設計軟件 [簡稱 : (Suzhou) BioSapient] V2.0) Co., Ltd. (百奇生物科 技（蘇州） 有限公司)
12. Abgent SUMOplot Ubiquitination Plot Abgent 2012SR088115 September 17, Prediction Software [Abbrev.: SUMOplot] Biotechnology 2012 V1.0 百奇SUMOplot (類泛素化位點預測軟件 (Suzhou) [簡稱:SUMOplot] V1.0) Co., Ltd. (百奇生物科 技（蘇州） 有限公司)
13. Abgent Automated Purifier Software [Abbrev.: Abgent 2012SR088111 September 17, Automated Purifier] V1.0 (百奇自動純化儀軟件 Biotechnology 2012 [簡稱：自動純化儀] V1.0) (Suzhou) Co., Ltd. (百奇生物科 技（蘇州） 有限公司)
— VI-55 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
No. Software Name Owner Registration No. Registration Date 14. Abgent SuperView Custom Antibody Abgent 2016SR066620 April 1, 2016 Management Software [Abbrev.: SuperView] Biotechnology V1.0 (百奇SuperView定制抗體管理軟件 [簡 (Suzhou) 稱：SuperView] V1.0) Co., Ltd. (百奇生物科 技（蘇州） 有限公司)
15. WuXi AppTec WuXiDaaS Software [Abbrev.: WXAT 2018SR708896 September 4, WuXiDaaS] V1.0 (藥明康德WuXiDaaS軟件[簡 Shanghai 2018 稱：WuXiDaaS] V1.0)
16. WuXi AppTec PDMS Software [Abbrev.: WXAT 2018SR708837 September 4, PDMS] V1.0 (藥明康德PDMS軟件[簡稱： Shanghai 2018 PDMS] V1.0)
17. WuXi AppTec WuXi Coin Software [Abbrev.: WXAT 2018SR708847 September 4, WuXi Coin] V1.0 (藥明康德WuXi Coin軟件[簡 Shanghai 2018 稱：WuXi Coin] V1.0)
18. WXAT Instrument Software [Abbrev.: WXAT WXAT 2018SR710437 September 4, Instrument] V1.0 (藥明好儀器軟件[簡稱：藥明 Shanghai 2018 好儀器] V1.0)
19. WuXi AppTech TIMS Software [Abbrev.: WXAT 2018SR708908 September 4, TIMS] V1.0 (藥明康德TIMS軟件 [簡稱：TIMS] Shanghai 2018 V1.0)
20. WXAT Application Software [Abbrev.: WXAT WXAT 2018SR708528 September 4, Application] V1.0 (藥明好應用軟件[簡稱：藥明 Shanghai 2018 好應用] V1.0)
3. FURTHER INFORMATION ABOUT OUR DIRECTORS AND SUPERVISORS
A. Particulars of Directors’ and Supervisors’ Contracts
Pursuant to Rules 19A.54 and 19A.55 of the Hong Kong Listing Rules, we have entered into a contract with each of our Directors and Supervisors in respect of, among other things (i) compliance of relevant laws and regulations, (ii) observance of the Articles of Association, and (iii) provisions on arbitration.
Save as disclosed above, none of the Directors or Supervisors has or is proposed to enter into a service contract with any member of our Group, other than contracts expiring or determinable by the relevant employer within one year without the payment of compensation (other than statutory compensation).
B. Remuneration of Directors and Supervisors
For the three years ended December 31, 2017 and the six months ended June 30, 2018, the total remuneration paid to our Directors amounted to RMB16.8 million, RMB34.9 million, RMB29.3 million and RMB15.8 million, respectively.
For the three years ended December 31, 2017 and the six months ended June 30, 2018, the total remuneration paid to our Supervisors amounted to RMB1.81 million, RMB2.06 million RMB2.79 million and RMB1.60 million, respectively.
— VI-56 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
Under the arrangement currently in force, we estimate the total fixed remuneration (before tax) payable to Directors and Supervisors for the year ending December 31, 2018 will be RMB3.2 million.
During the Track Record Period, no fees were paid by our Group to any of the Directors or the five highest paid individuals as an inducement to join us or as compensation for loss of office.
4. DISCLOSURE OF INTERESTS
A. Disclosure of Interests of Directors and Supervisors
Save as disclosed below, immediately following the completion of the Global Offering (assuming that the Over-allotment Option is not exercised and no options or additional Restricted A Shares are granted under the 2018 WuXi AppTec A Share Incentive Scheme) none of our Directors or Supervisors has any interest and/or short position in the Shares, underlying Shares and debentures of our Company or our associated corporations (within the meaning of Part XV of the SFO) which will be required to be notified to our Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interest or short position which they were taken or deemed to have under such provisions of the SFO) or which will be required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which will be required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Hong Kong Listing Rules to be notified to our Company, once the H Shares are listed on the Hong Kong Stock Exchange.
Number and class Approximate Name of Group of percentage of member/associated Capacity/nature of shares/underlying shareholding Name of Director corporation interest shares interest Dr. Li ...... the Company Interests held jointly with 323,359,483 27.7623% another person; interests of A Shares(1) spouse; interests of controlled corporation STA Interests in associated 2,967,000 0.6712% corporation shares Dr. Zhao ...... the Company Interests held jointly with 323,359,483 27.7623% another person; interests of A Shares(1) spouse; interests of controlled corporation Mr. Zhaohui Zhang ...... the Company Interests held jointly with 323,359,483 27.7623% another person; interests of A Shares(1) controlled corporation STA Interests in associated 912,561 shares 0.2064% corporation Mr. Xiaozhong Liu ...... the Company Interests held jointly with 323,359,483 27.7623% another person; interests of A Shares(1) controlled corporation STA Interests in associated 1,256,028 0.2841% corporation shares Mr. Edward Hu ...... the Company Beneficial owner; interests 104,500 0.0090% of spouse Restricted A Shares(2) STA Interests in associated 114,453 shares 0.0259% corporation
— VI-57 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
Notes:
(1) Dr. Li, Dr. Zhao, Mr. Xiaozhong Liu and Mr. Zhaohui Zhang entered into an acting-in-concert agreement and a supplemental agreement on March 23, 2016 and March 17, 2017 to acknowledge and confirm their acting-in-concert relationship in our Company. For details, please see the section headed “History and Corporate Development— Acting in Concert”.
(2) The Restricted A Shares are granted pursuant to the 2018 WuXi AppTec A Share Incentive Scheme.
Save as disclosed in this prospectus, up to the Latest Practicable Date, none of the Directors or Supervisors or their respective spouses and children under 18 years of age had been granted by our Company or had exercised any rights to subscribe for shares or debentures of our Company or any of its associated corporations.
B. Substantial Shareholders
Save as disclosed in the section headed “Substantial Shareholders” in this prospectus, our Directors, Supervisors or chief executive are not aware of any other person, not being a Director, Supervisor or chief executive of our Company, who has an interest or short position in the Shares and underlying Shares of our Company, which following the completion of the Global Offering, would fall to be disclosed to our Company under the provisions of Divisions 2 an 3 of Part XV of the SFO, or who is, directly or indirectly, interested in 10% or more of the issued voting Shares of our Company.
Save as disclosed in this prospectus, to the best knowledge of our Directors, immediately following the completion of the Global Offering, no persons will, directly or indirectly, be interested in 10% or more of the nominal value of any class of share capital carrying the rights to vote in all circumstances at general meetings of any other members of our Company.
C. Disclaimers
Save as disclosed in this prospectus:
(a) none of our Directors or Supervisors has any direct or indirect interest in the promotion of our Company, or in any assets which have within the two years immediately preceding the date of this prospectus been acquired or disposed of by or leased to any member of our Group, or are proposed to be acquired or disposed of by or leased to any member of our Group;
(b) none of our Directors or Supervisors is materially interested in any contract or arrangement subsisting at the date of this prospectus which is significant in relation to the business of our Group taken as a whole;
(c) without taking into account any Shares which may be taken up under the Global Offering, none of our Directors knows of any person (not being a Director or chief executive of our Company) who will, immediately following completion of the Global Offering, have an interest or short position in the Shares or underlying Shares of our Company which would fall to be disclosed to our Company under the provisions of Divisions 2 and 3 of Part XV of SFO or be interested, directly or indirectly, in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of our Group; and
(d) so far as is known to our Directors, none of our Directors, their respective close associates (as defined under the Hong Kong Listing Rules) or Shareholders of our Company who are interested in more than 5% of the issued share capital of our Company has any interests in the five largest customers or the five largest suppliers of our Group.
— VI-58 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
5. OTHER INFORMATION
A. Estate Duty
Our Directors have been advised that no material liability for estate duty under the PRC laws is likely to fall on our Company or its subsidiaries.
B. Litigation
As of the Latest Practicable Date, no member of our Group was engaged in any outstanding material litigation or arbitration which may have material and adverse effect on the Global Offering and, so far as our Directors are aware, no litigation or claim of material importance is pending or threatened by or against any member of our Group.
C. Joint Sponsors
The Joint Sponsors have made an application on our behalf to the Listing Committee for the listing of, and permission to deal in, our H Shares. All necessary arrangements have been made to enable the securities to be admitted into CCASS.
Each of the Joint Sponsors satisfies the independence criteria applicable to sponsors set out in Rule 3A.07 of the Hong Kong Listing Rules.
Each of the Joint Sponsors will be paid by our Company a fee of US$500,000 to act as the sponsor to our Company in connection with the Global Offering.
D. Compliance Advisor
Our Company has appointed Somerley Capital Limited as the compliance advisor upon the Listing in compliance with Rule 3A.19 of the Hong Kong Listing Rules.
E. Preliminary Expenses
We have not incurred any preliminary expenses.
F. Promoters
The information of our promoters is as follows:
Shareholding at the time of our Shareholder Capital contribution (RMB) establishment (%) 1. G&C VI Limited 81,000,000 8.6375%
2. G&C IV Hong Kong Limited 59,234,400 6.3164%
3. G&C V Limited 41,390,100 4.4137%
4. Jiaxing Yuxiang Investment Partnership (Limited Partnership) 37,021,500 3.9478% (嘉興宇祥投資合夥企業 （有限合夥）)
5. G&C VII Limited 21,435,000 2.2857%
6. Shanghai Houshen Investment Center (Limited Partnership) 19,445,250 2.0735% (上海厚燊投資中心（有限合夥）)
— VI-59 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
Shareholding at the time of our Shareholder Capital contribution (RMB) establishment (%)
7. Jiaxing Yumin Investment Partnership (Limited Partnership) 12,339,900 1.3159% (嘉興宇民投資合夥企業（有限合夥）)
8. Jiaxing Houyi 4,664,700 0.4974%
9. Jiaxing Houyu 4,664,700 0.4974%
10. Jiaxing Houzi 846,000 0.0902%
11. Jiaxing Houjin 846,000 0.0902%
12. Shanghai Houyong Investment Center (Limited Partnership) 801,750 0.0855% (上海厚雍投資中心(有限合夥))
13. Shanghai Houzhen Investment Center (Limited Partnership) 618,750 0.0660% (上海厚溱投資中心(有限合夥))
14. Shanghai Houyuan Investment Center (Limited Partnership) 603,000 0.0643% (上海厚轅投資中心(有限合夥))
15. Shanghai Houyue Investment Center (Limited Partnership) 601,500 0.0641% (上海厚玥投資中心(有限合夥)
16. Shanghai Houyao Investment Center (Limited Partnership) 586,500 0.0625% (上海厚堯投資中心(有限合夥))
17. Shanghai Housong Investment Center (Limited Partnership) 531,750 0.0567% (上海厚嵩投資中心(有限合夥))
18. Shanghai Houling Investment Center 376,500 0.0401% (Limited Partnership) (上海厚菱投資中心(有限合夥))
19. Fertile Harvest 16,464,710 1.7557%
20. Eastern Star 5,217,473 0.5563%
21. L&C Investment 4,191,300 0.4469%
22. Shanghai Yingyi 10,478,700 1.1174%
23. Glorious Moonlight Limited 88,851,600 9.4746%
24. Summer Bloom Investment (I) Pte. Ltd. 81,447,300 8.6851%
25. WXAT BVI 81,000,000 8.6374%
26. ABG-WX Holding (HK) Limited 74,043,000 7.8955%
27. Jiashi Kangheng (Tianjian) Investments Partnership (Limited 71,892,000 7.6661% Partnership) (嘉世康恒（天津）投資合夥企業（有限合夥）)
— VI-60 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
Shareholding at the time of our Shareholder Capital contribution (RMB) establishment (%)
28. HCFII WX (HK) Holdings Limited 62,725,500 6.6887%
29. Shanghai Jinyao Investment Management Co., Ltd. (上海金藥 49,362,300 5.2637% 投資管理有限公司)
30. Pearl WX HK Limited 14,808,600 1.5791%
31. China Life Chengda (Shanghai) Healthcare Industry Equity 12,500,000 1.3329% Investment Center (Limited Partnership) (國壽成達（上海） 健康產業股權投資中心（有限合夥）)
32. Taikang Insurance Group Inc. 12,500,000 1.3329% (泰康保險集團股份有限公司)
33. Yunfeng II WX Limited 12,340,800 1.3159% 34. SCC Growth III Holdco B Ltd. 12,340,800 1.3159%
35. Shanghai Jiehuan Investment Center (Limited Partnership) 12,340,800 1.3159% (上海杰寰投資中心（有限合夥）)
36. Brilliant Rich Global Limited 5,643,952 0.6018%
37. LCH Investment Limited 5,130,865 0.5471%
38. Shenzhen Pingan Property Investment Co., Ltd. (深圳市平安 5,000,000 0.5332% 置業投資有限公司)
39. Tangshan Jingji Health Industry Fund Partnership (Limited 3,750,000 0.3999% Partnership) (唐山京冀協同健康產業基金合夥企業（有限合 夥）)
40. Shanghai Yunfeng Hengyuan Investment Center (Limited 3,750,000 0.3999% Partnership) (上海雲鋒衡遠投資中心（有限合夥）)
41. Ningbo Meishan Baoshuigangqu Yunlong Investment 2,500,000 0.2666% Management Co., Ltd. (寧波梅山保稅港區澐瀧投資管理有限公 司)
42. Ningbo Hongqi Equity Investment Partnership (Limited 2,500,000 0.2666% Partnership) (寧波弘祺股權投資合夥企業（有限合夥）)
Total 937,787,000 100.00%
Save as disclosed in this prospectus, within the two years immediately preceding the date of this prospectus, no cash, securities or other benefit has been paid, allotted or given nor is any proposed to be paid, allotted or given to any promoters in connection with the Global Offering and the related transactions described in this prospectus.
— VI-61 — APPENDIX VI STATUTORY AND GENERAL INFORMATION
G. Qualification of Experts
The qualifications of the experts, as defined under the Hong Kong Listing Rules, who have given opinions in this prospectus, are as follows:
Name Qualification Morgan Stanley Asia Limited A corporation licensed under the SFO to conduct Type 1 (dealing in securities), Type 4 (advising on securities), Type 5 (advising on futures contracts), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities as defined under the SFO Huatai Financial Holdings (Hong Kong) Limited A corporation licensed under the SFO to conduct Type 1 (dealing in securities), Type 2 (dealing in future contracts), Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities as defined under the SFO Goldman Sachs (Asia) L.L.C. A corporation licensed under the SFO to conduct Type 1 (dealing in securities), Type 4 (advising on securities), Type 5 (advising on futures contracts), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities Deloitte Touche Tohmatsu Certified public accountants Fangda Partners PRC legal advisor Frost & Sullivan (Beijing) Inc., Shanghai Branch Co. Independent industry consultant
H. Consents of Experts
Each of the experts named in paragraph G of this Appendix has given and has not withdrawn its written consent to the issue of this prospectus with the inclusion of its report and/or letter and/or opinion and/or the references to its name included herein in the form and context in which it is respectively included.
Save as disclosed in this prospectus, none of the experts named above has any shareholding interests in any member of our Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe.
I. Taxation of Holders of H Shares
The sale, purchase and transfer of H Shares are subject to Hong Kong stamp duty if such sale, purchase and transfer is effected on the H Share register of members of our Company, including in circumstances where such transaction is effect on the Hong Kong Stock Exchange. The current rate of Hong Kong stamp duty for such sale, purchase and transfer is HK$2.00 for every HK$1,000 (or part thereof) of the consideration or, if higher, the fair value of the H Shares being sold or transferred. For further information in relation to taxation, see “Appendix III — Taxation and Foreign Exchange”.
J. No Material and Adverse Change
Our Directors confirm that there has been no material and adverse change in the financial or trading position of our Group since June 30, 2018, except as otherwise disclosed in this prospectus.
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K. Binding Effect
This prospectus shall have the effect, if an application is made in pursuant hereof, of rendering all persons concerned bound by all the provisions (other than the penal provisions) of sections 44A and 44B of the Hong Kong Companies (Winding Up and Miscellaneous Provisions) Ordinance so far as applicable.
L. Related Party Transactions
Our Group entered into certain related party transactions within the two years immediately preceding the date of this prospectus as mentioned in Note 54 of the Accountants’ Report as set out in Appendix I to this prospectus.
M. Restriction on Share Repurchases
For details of the restrictions on share repurchases by our Company, please refer to “Appendix V — Summary of Articles of Association.”
N. Miscellaneous
Save as disclosed in this prospectus:
(a) within the two years immediately preceding the date of this prospectus:
(i) no share or loan capital of our Group has been issued or agreed to be issued or is proposed to be fully or partly paid either for cash or a consideration other than cash;
(ii) no share or loan capital of our Group is under option or is agreed conditionally or unconditionally to be put under option;
(iii) no commissions, discounts, brokerages or other special terms have been granted or agreed to be granted in connection with the issue or sale of any share of our Group; and
(iv) no commission has been paid or is payable for subscription, agreeing to subscribe, procuring subscription or agreeing to procure subscription for any share in or debentures of our Company;
(b) there are no founder, management or deferred shares or any debentures in our Group;
(c) there has not been any interruption in the business of our Group which may have or has had a significant effect on the financial position of our Group in the 12 months preceding the date of this prospectus;
(d) our Company has no outstanding convertible debt securities or debentures;
(e) there is no arrangement under which future dividends are waived or agreed to be waived;
(f) save for our A Shares which are listed on the Shanghai Stock Exchange, none of our equity and debt securities is listed or dealt with in any other stock exchange nor is any listing or permission to deal being or proposed to be sought; and
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(g) we are a foreign investment joint stock limited company (外商投資股份有限公司) and are not subject to the PRC Sino-Foreign Joint Venture Law (中外合資經營企業法); and
(h) all necessary arrangements have been made to enable the H shares to be admitted into CCASS for clearing and settlement.
O. Bilingual Prospectus
The English language and Chinese language versions of this prospectus are being published separately, in reliance upon the exemption provided by section 4 of the Companies (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws of Hong Kong).
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