WuXi AppTec published its 2026 Articles of Association, updating corporate governance rules, capital details and shareholder-rights provisions.
Key governance points • Board structure – The Board will consist of 11 directors, including five independent directors. Independent directors must account for at least one-third of the Board, with at least one possessing accounting expertise. • Special committees – The Board will maintain an Audit Committee (in lieu of a supervisory committee), a Strategy Committee, a Nomination Committee and a Remuneration & Evaluation Committee. The Audit Committee, made up solely of non-executive directors, oversees financial disclosure, internal control and appointment of external auditors. • Senior management – The company will have a President & CEO, one or more Joint CEOs, Vice-Presidents, a Chief Financial Officer and a Board Secretary, all appointed by the Board. • Shareholder meetings – Shareholders holding at least 10 % of voting shares may request an extraordinary general meeting, which must be convened within two months of the request.
Capital and share information • Registered capital stands at RMB 2.98 billion. • Total issued shares: 2.98 billion ordinary shares, of which 2.47 billion are A-shares and 510.48 million are H-shares. • The company may repurchase up to 10 % of total issued shares for purposes such as employee incentives, convertible bond redemption or safeguarding shareholder value, following Board or shareholder approval depending on scale. • Share transfers are generally unrestricted; however, directors and senior managers are limited to transferring no more than 25 % of their holdings per year during their term and are subject to lock-ups post-listing and post-departure.
Dividend and profit-distribution policy • Cash dividends are the primary form of profit distribution. • In principle, annual cash dividends will be at least 10 % of distributable profit, and cumulative cash dividends over any three-year period will be no less than 30 % of average distributable profit for the period. • Cash dividends may be withheld only under specific circumstances such as negative operating cash flow, high gearing (above 80 %) or major capital expenditure plans. • Share dividends may be issued when the Board believes the share price does not reflect capital size and the company meets cash-dividend prerequisites.
Internal controls and audit • An internal audit department reports directly to the Board and supports the Audit Committee. • The Audit Committee must approve the company’s annual and interim reports before Board consideration and recommends appointment or dismissal of external auditors. • A liability-insurance mechanism for directors may be established with shareholder approval, excluding coverage for violations of laws or the Articles.
Additional provisions • The chairman acts as legal representative and must convene at least four Board meetings annually. • Shareholders enjoy statutory rights to sue directors, senior management or the company itself for violations causing damages. • Amendments to the Articles require a two-thirds majority of voting shares at a general meeting and subsequent regulatory filing.
The revised Articles of Association take immediate effect upon shareholder approval and supersede all previous versions.