WUXI APPTEC - [Overseas Regulatory Announcement - Corporate Governance Related Matters] — 2026032301105
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WUXI APPTEC CO., LTD.* Wuxi WuXi AppTec New Drug Development Co., Ltd.
(a joint stock limited company incorporated in the People's Republic of China) (Stock code: 2359)
Overseas Regulatory Announcements
This overseas regulatory announcement is made by the Company in accordance with Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
Section 13.10B is made.
The full Chinese text of the following information published by the Company on the Shanghai Stock Exchange website is hereby provided for reference only.
By order of the board of directors Wuxi WuXi AppTec New Drug Development Co., Ltd. Chairman
Dr. Li Ge
Hong Kong, March 23, 2026
As of the date of this announcement, the Company's Board of Directors includes executive directors Dr. Li Ge, Dr. Chen Minzhang, Dr. Yang Qing and Mr. Zhang Zhaohui; Non-executive directors Mr. Tong Xiaoyi and Dr. Wu Yibing; and independent non-executive directors Ms. Lu Shaohua, Dr. Yu Wei, Dr. Zhang Xin, Ms. Zhan Zhiling and Mr. Leng Xuesong.
*For identification only
Wuxi WuXi AppTec New Drug Development Co., Ltd.
2025 Independent Directors’ Work Report
As an independent director of Wuxi WuXi AppTec New Drug Development Co., Ltd. (hereinafter referred to as the "Company"),
I, Wei Y (u 连伟), strictly comply with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"),
"Securities Law of the People's Republic of China", "Code of Governance of Listed Companies", "Measures for the Administration of Independent Directors of Listed Companies" As well as the requirements of laws and regulations such as the listing rules of the stock exchange where the company's shares are listed, work in 2025
, always pay close attention to the company's development strategy and the latest developments in the industry, and proactively understand and master the company's
The company's operating conditions; actively attend meetings of the board of directors and its special committees, carefully review various proposals, and be independent and
Express professional opinions objectively; earnestly perform the duties and obligations of independent directors, and prudently exercise the rights of the company and shareholders
rights granted by independent directors, effectively safeguarding the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, and giving full play to the role of independent directors. its due role in corporate governance. Now he will serve as an independent director in 2025 (hereinafter referred to as the "reporting period")
The duty performance report is as follows:
- Basic information about independent directors
I was elected as the company’s 2022 Annual Shareholders Meeting held on May 31, 2023.
Independent director for three terms of the board of directors. I have extensive experience in the field of medical and health management and policy research, and have
The professional knowledge and rich practical experience necessary to serve as an independent director of the company, and there are no circumstances that affect independence. status and comply with the requirements of relevant laws and regulations. For details of my basic information, please refer to the "Wuxi WuXi AppTec New Drug Development Co., Ltd."
"Directors and Senior Management Personnel" section of the 2025 Annual Report of Co., Ltd.
- Overview of independent directors’ performance of duties in 2025
(1) Attendance at shareholders’ meetings, the board of directors and special committees under the board of directors
During the reporting period, the company held three shareholders’ meetings, one A-share class meeting and one H-share shareholder meeting.
I actively attended the above-mentioned shareholder meetings and listened to the opinions of shareholders.
During the reporting period, as an independent director of the company, I was required to attend 10 board meetings, all of which were on time and on-site. Or attend by communication, with an attendance rate of 100%. The discussion content covered regular reports, annual, interim and special benefits
Profit distribution, related transactions, external guarantees, H-share award trust plan, repurchase and cancellation of company shares, H-shares
Proposals related to the company's financial management and corporate governance, including additional issuances, asset sales, and company system modifications.
I voted in favor of all relevant resolutions reviewed at each board meeting.
During the reporting period, as a member of the Audit Committee, I should attend 4 Audit Committee meetings, with an attendance rate of
100%, mainly discussing regular reports (including financial reports), renewal of domestic and foreign accounting firms, and change meetings
accounting policies, accounting firm’s performance evaluation, internal control report, audit committee performance report, etc.
Matters; as a member of the Strategy Committee, you should attend 5 Strategy Committee meetings with an attendance rate of 100%, mainly discussing
Discussed external guarantees, foreign exchange hedging, cash management of idle self-owned funds, repurchasing company shares and injecting capital into proposals such as sales, additional issuance of H shares, and equity transfers between subsidiaries. I am very concerned about the relevant proposals reviewed at each meeting.
Voted yes.
Before each meeting of the board of directors and special committees, I carefully review the meeting proposals and conduct a comprehensive investigation. Read relevant information and proactively inquire and obtain required information from company management to ensure full understanding of the decision-making background.
with key details. During the meeting, listen carefully to the work report of the management and conduct in-depth communication on relevant matters.
and fully discuss with them; during the review process, combine their own professional background and uphold the principles of independence, objectivity and prudence
Exercise voting rights, express constructive independent opinions, and effectively perform the duties and missions of independent directors.
During the reporting period, there was no situation where my opinions or suggestions were rejected by the company's board of directors or special committees.
During the reporting period, I did not exercise any special powers as an independent director.
(2) Other performance of duties
- Pay attention to the company’s situation
During the reporting period, I continued to pay attention to and have an in-depth understanding of the company's operation and management, financial status and business development.
Dynamics, carefully supervise the operation of the internal control system, as well as the improvement and implementation effect of the company's rules and regulations,
Implementation of various resolutions of the Board of Directors. Focus on strengthening communication with internal directors and senior managers,
Comprehensively understand the company's operating status and financial performance, and provide practical opinions and suggestions accordingly. At the same time, Pay close attention to the possible impact of external environment and market changes on the company, and provide timely feedback to the board of directors and management
Provide forward-looking thinking and constructive opinions on the company's development strategy and operation management.
- Communication with internal audit institutions and accounting firms
During the reporting period, I attached great importance to the communication and coordination with the company’s internal audit institution and external accounting firm.
Make. During the review of the company's 2024 annual report and 2025 semi-annual report, I listened face-to-face
prepared special reports from the internal audit department and the accounting firm, and communicated with them the content of regular reports and related financial matters.
In-depth and active exchanges and discussions were conducted to effectively ensure the independence, objectivity and fairness of the audit work.
- Communication with small and medium-sized shareholders
During the reporting period, I actively paid attention to the comments made by the company’s shareholders on investor communication platforms such as “SSE e-Interactive”.
asked. At the same time, by participating in shareholders’ meetings and other activities, we can gain a deeper understanding of shareholders’ concerns and demands, and effectively implement responsibilities and effectively safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
- On-site work at the company
During the reporting period, I attended shareholder meetings, board of directors and special committee meetings, conducted on-site inspections and research
The company's production base, and conduct on-site communication with the company's internal audit department and accounting firm in various ways,
Comprehensive and in-depth understanding of the company's production and operation status, financial management status and the implementation effect of the internal control system;
At the same time, we closely track the progress of various major matters of the company, keep abreast of business trends, and effectively fulfill our independent Establish directors' responsibilities and actively play their role.
- Participation in training related to job performance
During the reporting period, I carefully studied the supervision training sent by the company from time to time through online and offline methods.
Information, systematically study laws and regulations on listed company governance, information disclosure and other aspects as well as typical regulatory cases.
Continuously improve the professionalism and compliance awareness required to perform duties. I participated in the meeting organized by the company in March 2025
Regarding training related to addressing climate change, I participated in the 2025 Board of Directors meeting organized by the company in December 2025. anti-corruption training, and continuously improve their ability to perform their duties through the Shanghai Stock Exchange Independent Directors’ Duty Performance Learning Platform.
(3) Listed companies’ cooperation with independent directors
During the reporting period, the company’s management and board secretary attached great importance to communication with me, and promptly and comprehensively
Inform me of the company's production and operation status, major events and the latest progress in a face-to-face manner, and proactively solicit and conscientiously
Get my professional advice.
The company's board of directors office effectively performs its duties and is responsible for the board of directors and its special committees, shareholders
Organize and coordinate meetings such as meetings and performance briefings, and efficiently complete the preparation of relevant proposal materials and signature pages
Collection and other matters provide strong support and convenience for me to perform my duties. At the same time, the company asked me to
All inquiries can be responded to in a timely manner; when necessary, professional intermediaries are proactively arranged to provide special answers and undertake the Relevant expenses fully guarantee the independence and effectiveness of independent directors in performing their duties.
- Matters of focus in annual performance of duties by independent directors
(1) Related transactions that should be disclosed
During the reporting period, the related-party transactions conducted by the company were all transactions that occurred in daily business operations and were in compliance with the normal requirements.
The needs of daily production and operation are normal commercial arrangements. The prices of related party transactions strictly follow the principles of openness, fairness and Fair and market-oriented pricing principles, and determine the rights and obligations of both parties by signing a written contract.
There is no harm to the interests of the company and shareholders, especially small and medium shareholders. The company's main business will not be related to
Dependence on related parties due to transactions will not affect the company's independence.
(2) Plans for the company and relevant parties to change or waive their commitments
During the reporting period, there were no changes or exemptions from commitments by the company and relevant parties.
(3) Decisions made and measures taken by the board of directors of the acquired listed company regarding the acquisition
Not applicable.
(4) Disclosure of financial information in financial accounting reports and periodic reports, and internal control evaluation reports
During the reporting period, I carefully reviewed various periodic reports of the company. After verification, the preparation process of the above report
The program complies with relevant laws, regulations, normative documents and the Articles of Association, and its format and content also meet
Relevant requirements of the China Securities Regulatory Commission and the stock exchange where the company’s shares are listed. The content of the report is true
truly, accurately and completely reflect the company’s operating results, financial status and other major events during the corresponding reporting period.
There are no false records, misleading statements or major omissions.
In addition, the internal control system established by the company complies with the requirements of relevant laws and regulations. This internal control system and
No major flaws have been found in the relevant systems in terms of completeness, rationality and effectiveness, and they have been implemented in practice.
During the operation process, it ran well without major deviations, which can effectively protect the safety of the company's assets and support operation and management. Standardize and efficiently carry out management activities.
(5) Appointment and dismissal of accounting firms
During the reporting period, I reviewed the qualifications of domestic and foreign accountants to be hired by the company and believed that Deloitte Touche Tohmatsu Accounting
The accounting firm (special general partnership) and Deloitte Touche Tohmatsu Certified Public Accountants have relevant business qualifications.
It has the ability to continue to provide domestic and overseas audit-related services to the company, and there is no behavior that harms the interests of the company and shareholders.
(6) Appointment or dismissal of financial director
During the reporting period, the company did not appoint or dismiss the person in charge of finance.
(7) Changes in accounting policies, accounting estimates or major meetings due to reasons other than changes in accounting standards
Calculation error correction
I have reviewed the "Proposal on the Company's Change of Accounting Policy" and believe that this change in accounting policy is beneficial.
To provide more focused and relevant accounting information in financial reports to reflect the current situation of the company and its subsidiaries
The main business situation and growth points are in compliance with laws, regulations and relevant documents of the Ministry of Finance, and it is agreed to proceed. Accounting policy changes, adjustments to the division of reporting segments, changes will begin in the fourth quarter of 2024
subsequent accounting policies.
(8) Nominate or appoint or remove directors, hire or dismiss senior managers
During the reporting period, I reviewed the "Proposal on Changing the Secretary of the Board of Directors and the Company Secretary" and believed that it was appropriate to
The candidates must meet the qualifications stipulated in relevant laws, regulations and the company’s internal management system, and their educational background, professional
All aspects of experience, professional ability and professionalism are capable of fulfilling the responsibilities of the board secretary.
(9) Remuneration of directors and senior managers, formulating or changing equity incentive plans, employee stock ownership
plan, the incentive objects are granted rights and the conditions for exercising the rights are met, and the directors and senior managers of the proposed spin-off are
Subsidiaries arrange shareholding plans
During the reporting period, I reviewed matters related to the remuneration of the company’s senior managers and believed that the company’s senior managers
The personnel compensation plan is a compensation system that is combined with the company's long-term development plan and meets the company's organizational performance requirements.
relationship, in line with the principles of fairness, justice, fairness and marketization.
During the reporting period, I reviewed the “2025 H Share Award Trust Plan” and believed that the plan is beneficial to
The company's sustainable development is conducive to the formation of a long-term incentive mechanism for core talents.
- Overall evaluation and suggestions
As an independent director of the company, I have always fulfilled my duties and earnestly performed my duties as an independent director. submit to director For every proposal reviewed by the board of directors, the relevant documents and information are carefully reviewed, and the relevant departments and personnel are proactively informed.
situation, and make full use of their professional knowledge to exercise their voting rights independently, objectively and fairly, with prudence and loyalty.
Protect the interests of all shareholders with a pragmatic and diligent attitude.
At the same time, I continue to strengthen my study of relevant laws, regulations and rules, with particular emphasis on deepening the understanding of regulations.
Understand and grasp the laws and regulations regarding the corporate governance structure and the protection of the rights and interests of public shareholders, and continue to
Improve the ability to perform duties and effectively enhance the level of protection of the interests of the company and investors.
Looking forward to 2026, I will continue to strictly abide by the various regulations and requirements for independent directors in accordance with laws and regulations.
As always, we will perform our duties as independent directors seriously, responsibly, prudently, faithfully and diligently, and give full play to our independence.
Directors play an active role in corporate governance and fully protect the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
Independent Director: Wei Yu
(This page has no text, it is "Wuxi WuXi AppTec New Drug Development Co., Ltd. 2025 Independent Directors' Statement"
Signature page of job report)
independent director
Signature: ____________________________