WuXi AppTec Releases 2026 Revised Articles of Association, Detailing Governance Framework, Capital Structure and Dividend Policy

Bulletin Express
Apr 28

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.

Disclaimer: Investing carries risk. This is not financial advice. The above content should not be regarded as an offer, recommendation, or solicitation on acquiring or disposing of any financial products, any associated discussions, comments, or posts by author or other users should not be considered as such either. It is solely for general information purpose only, which does not consider your own investment objectives, financial situations or needs. TTM assumes no responsibility or warranty for the accuracy and completeness of the information, investors should do their own research and may seek professional advice before investing.

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