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/WUXI APPTEC - An announcement has just been published by the issuer in the Chinese section of this website, a corresponding version of which may or may not be published in this section
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WUXI APPTEC - An announcement has just been published by the issuer in the Chinese section of this website, a corresponding version of which may or may not be published in this section

HKEXnews
2026/03/23[Overseas Regulatory Announcement - Board/Supervisory Board Resolutions]
does not make any representation about the accuracy or completeness of this announcement and expressly disclaims any liability arising out of or in connection with all or any part of this announcement. We are not responsible for any losses caused by reliance on such content. 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 Securities code: 603259 Securities abbreviation: WuXi AppTec Announcement number: Lin 2026-003 Wuxi WuXi AppTec New Drug Development Co., Ltd. Announcement of the 27th Meeting of the Third Board of Directors and the 2025 Annual Board of Directors Resolutions The board of directors and all directors of the company guarantee that the contents of this announcement do not contain any false records or misleading statements. statements or major omissions, and shall bear legal responsibility for the authenticity, accuracy and completeness of its contents. 1. Convening of board of directors meetings Wuxi WuXi AppTec New Drug Development Co., Ltd. (hereinafter referred to as "the Company" or the "Company") On March 9, 2026, the meeting notice and meeting materials were sent to all directors of the company, and the meeting was combined with communication on site. The voting method will be held at the 27th meeting of the third board of directors on March 23, 2026 in the company’s conference room. cum 2025 Annual Board of Directors. 11 directors should be present at this board meeting, and 11 directors were actually present. The meeting was chaired by Chairman Ge Li. This board meeting complied with the Company Law of the People's Republic of China (to (hereinafter referred to as the "Company Law") and the "Articles of Association of Wuxi WuXi AppTec New Drug Development Co., Ltd." (hereinafter referred to as the "Company Law") (referred to as "Articles of Association") on the convening of the board of directors. 2. Review status of board of directors meeting (1) Consideration and adoption of the “Proposal on the Work Report of the Board of Directors in 2025” Agree with the "Wuxi WuXi AppTec New Drug Development Co., Ltd. 2025 Board of Directors Work Report" Related content. Voting results: 11 votes in favor, 0 votes against, and 0 abstentions. This proposal still needs to be submitted to the company's shareholders' meeting for review. (2) Consider and adopt the "Work Report of the Chief Executive Officer and Co-CEOs for 2025" Bill Agree with the 2025 CEO and Co-CEO of Wuxi WuXi AppTec New Drug Development Co., Ltd. Relevant contents of the CEO Work Report. Voting results: 11 votes in favor, 0 votes against, and 0 abstentions. (3) Review and approve the "About the Company's 2025 Annual Report, Report Summary and 2025 Annual Performance" Announcement of the motion Agree with the "2025 Annual Report of Wuxi WuXi AppTec New Drug Development Co., Ltd." and "Wuxi WuXi AppTec New Drug Development Co., Ltd." Summary of the 2025 Annual Report of Dexin Drug Development Co., Ltd." and "Wuxi WuXi AppTec New Drug Development Co., Ltd. Co., Ltd. 2025 Annual Results Announcement". The above proposals and related contents have been reviewed and approved by the Audit Committee and agreed to be submitted to the company's Board of Directors for review. For details, please refer to the Company’s official website of the Shanghai Stock Exchange (www.sse.com.cn) and the designated "2025 Annual Report" and "2025 Annual Report Summary" disclosed by the media. Voting results: 11 votes in favor, 0 votes against, and 0 abstentions. (4) Consideration and approval of the “Proposal on the Estimated Amount of the Company’s Continuing Related Transactions in 2026” 1. Agree that the company will combine the actual related-party transactions in 2025 and the company’s forecast for 2026 The estimated amount of continuing related-party transactions in 2026 based on the actual needs of the planned daily business; 2. The authorization is valid from the date the board of directors considers and approves this proposal to the 2026 annual board meeting. or the date when the shareholders’ meeting (subject to the approval authority at that time) considers and approves the estimated amount of continuing related transactions in 2027 Stop. The above proposal and related contents have been reviewed and approved at a special meeting of independent directors and agreed to be submitted to the company’s board of directors Deliberation. For details, please refer to the Company’s official website of the Shanghai Stock Exchange (www.sse.com.cn) and the designated "Announcement on the Estimated Amount of Continuing Related Transactions in 2026" disclosed by the media. Related directors Ge Li and Zhang Zhaohui abstained from voting. Voting results: 9 votes in favor, 0 votes against, 0 abstentions. (5) Consider and approve the “Proposal on Re-appointment of Domestic and Foreign Accounting Firms for 2026” 1. As authorized by the 2024 Annual General Meeting of Shareholders, it is agreed that the company will submit a request to Deloitte Touche Tohmatsu Certified Public Accountants LLP (Special general partnership) to pay RMB 2.09 million in audit fees for the consolidated financial statements of domestic listed companies in 2025, Pay the internal control audit fee of RMB 600,000 for 2025 and report to Deloitte Touche Tohmatsu Certified Public Accountants Pay RMB 1.55 million in audit fees for the consolidated financial statements of overseas listed companies in 2025; 2. Agree to re-appoint Deloitte Touche Tohmatsu Certified Public Accountants LLP (Special General Partnership) as the company’s external auditor for 2026 Internally consolidated financial report audit agency and internal control audit agency, with a term of one year, and agree to submit to the shareholders' meeting for authorization The board of directors determines the audit fees based on the actual workload of Deloitte Touche Tohmatsu Certified Public Accountants LLP (Special General Partnership); Agree to re-appoint Deloitte Touche Tohmatsu Certified Public Accountants as the company's 2026 overseas consolidated financial report auditor agency, with a term of one year, and agrees to submit to the shareholders' meeting to authorize the board of directors to act according to the actual situation of Deloitte Touche Tohmatsu Certified Public Accountants. The workload determines the audit fee. The above proposals and related contents have been reviewed and approved by the Audit Committee and agreed to be submitted to the company's Board of Directors for review. For details on the renewal of the domestic accounting firm, please refer to the Company’s announcement on the Shanghai Stock Exchange on the same day. The "About Re-appointment of the Accounting Firm for 2026" disclosed on the website (www.sse.com.cn) and designated media Announcement". Voting results: 11 votes in favor, 0 votes against, and 0 abstentions. Re-appoint the accounting firm and request the shareholders meeting to authorize the board of directors based on the actual work of the accounting firm The matter of determining the amount of audit fees still needs to be submitted to the company's shareholders' meeting for review. (6) Consideration and approval of the “Proposal on the Company’s External Guarantee Amount for 2026” 1. Agree that the company and its subsidiaries have an asset-liability ratio of less than 70% (based on the latest unaudited period) (data calculation) domestic and overseas subsidiaries provide guarantees not exceeding RMB 15 billion or other equivalent foreign currencies. Guaranteed. The guarantee limit is valid for 12 months from the date of approval at the 2025 Annual Shareholders Meeting or until 2026 The date on which the external guarantee limit for 2027 is approved by the shareholders’ meeting (whichever is shorter). 2. Agree to further authorize the company's finance to further authorize the company's financial affairs on the premise that the company's shareholders' meeting approves the above-mentioned external guarantee amount. Organized and implemented by the Ministry of Affairs. For details, please refer to the Company’s official website of the Shanghai Stock Exchange (www.sse.com.cn) and the designated "Announcement on the Company's External Guarantee Amount for 2026" disclosed by the media. Voting results: 11 votes in favor, 0 votes against, and 0 abstentions. This proposal still needs to be submitted to the company's shareholders' meeting for review. (7) Deliberating and approving the "Proposal on Approving the Quota of the Company's Foreign Exchange Hedging Business in 2026" case" 1. Agree with the "Permission of Wuxi WuXi AppTec New Drug Development Co., Ltd. to carry out hedging product transactions" "Performance Analysis Report"; 2. Agree that the company and its subsidiaries within the scope of the company’s consolidated statements will use their own funds in 2026 The total amount of foreign exchange hedging business carried out shall not exceed US$9 billion or other equivalent foreign currencies, and the term shall be from the Company’s 12 months from the date the company’s 2025 annual shareholders’ meeting considers and approves this proposal or until the 2026 annual board of directors or The date when the shareholders’ meeting (subject to the approval authority at that time) considers and approves the quota for carrying out foreign exchange hedging business in 2027 Stop (whichever is shorter). Within the validity period of the aforementioned quota and resolution, the funds can be recycled. The specific amount The maximum balance of foreign exchange hedging in a single day shall prevail, and the occurrence amount shall not be counted twice; 3. Agree that upon review and approval by the company’s shareholders’ meeting, the company’s shareholders’ meeting will authorize the board of directors, and The Board of Directors further authorizes the Company’s Finance Department to, within the limits reviewed and approved by the Shareholders’ Meeting, based on business conditions, Carry out foreign exchange derivatives trading business according to actual needs. The above proposals and related contents have been reviewed and approved by the Strategy Committee and agreed to be submitted to the company's board of directors for review. For details, please refer to the Company’s official website of the Shanghai Stock Exchange (www.sse.com.cn) and the designated "Announcement on Carrying out Foreign Exchange Hedging Business" disclosed by the media. Voting results: 11 votes in favor, 0 votes against, and 0 abstentions. The approved foreign exchange hedging business quota and related authorization for 2026 still need to be submitted to the company’s shareholders’ meeting for review discussion. (8) Consideration and adoption of the "Proposal on the Use of Idle Own Funds for Cash Management" Agree that the company’s use quota shall not exceed RMB 18 billion (inclusive) or other equivalent amounts of idle self-owned assets in foreign currencies. Have funds to purchase bank financial products and bank structured deposits at the right time with high security, good liquidity and low risk. Loans, brokerage wealth management products, trust wealth management products, and monetary funds are valid from the date of review and approval by the company’s board of directors This proposal will be reviewed 12 months from the date of the proposal or until the 2026 annual board of directors or shareholders meeting (depending on the approval authority at that time) Until the date when the idle self-owned funds cash management limit is passed (whichever is shorter). For details, please refer to the Company’s official website of the Shanghai Stock Exchange (www.sse.com.cn) and the designated "Announcement on the Use of Idle Own Funds for Cash Management" disclosed by the media. Voting results: 11 votes in favor, 0 votes against, and 0 abstentions. (9) Consideration and approval of the "Proposal on Provision for Asset Impairment in 2025" Agree with the company's provision for impairment losses on various assets in 2025. The asset impairment provision this time is in line with The "Accounting Standards for Business Enterprises" and related policies and regulations are in line with the actual situation of the company's assets and can reflect the company's assets more fairly. Reflecting the company's asset status can make the company's accounting information more true, reliable, reasonable, and will not affect The company is operating normally. For details, please refer to the Company’s official website of the Shanghai Stock Exchange (www.sse.com.cn) and the designated "Announcement on Provision for Asset Impairment in 2025" disclosed by the media. Voting results: 11 votes in favor, 0 votes against, and 0 abstentions. (10) Consider and approve the “Proposal on the Company’s 2025 Internal Control Evaluation Report” Agree with the "2025 Internal Control Evaluation Report of Wuxi WuXi AppTec New Drug Development Co., Ltd." related content. The above proposals and related contents have been reviewed and approved by the Audit Committee and agreed to be submitted to the company's Board of Directors for review. For details, please refer to the Company’s official website of the Shanghai Stock Exchange (www.sse.com.cn) and the designated The "2025 Internal Control Evaluation Report" disclosed by the media. Voting results: 11 votes in favor, 0 votes against, and 0 abstentions. (11) Consideration and approval of the "Proposal on the General Authorization for the Disposal of Listed and Tradable Shares Held by the Company" It is agreed that the company’s shareholders’ meeting will authorize the board of directors upon review and approval by the company’s shareholders’ meeting, and agree that the directors The board of directors further authorizes the chairman of the company and his further authorized persons to select opportunities at an appropriate time based on the conditions of the securities market. To dispose of the tradable and listed domestic and overseas listed company stocks held by the company, the total transaction amount for the sale of the above assets is no more than It exceeds 18% of the company's latest audited net assets attributable to shareholders of the parent company, and a specific disposal plan has been determined. before The validity period of the above authorization is 12 months from the date of the shareholders’ meeting to review and approve this proposal or until the 2026 annual director meeting. The resolution to dispose of the listed and tradable shares held will be reviewed and approved by the general meeting or shareholders' meeting (depending on the approval authority at that time) (to Whichever is shorter shall prevail). Notwithstanding the foregoing general authorization, the company still needs to comply with the regulations when disposing of its listed and tradable shares. Comply with Chapter 14 of the Listing Rules of The Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Hong Kong Stock Exchange") request. Voting results: 11 votes in favor, 0 votes against, and 0 abstentions. This proposal still needs to be submitted to the company's shareholders' meeting for review. (12) Consider and approve the “Proposal on the Company’s Profit Distribution Plan for 2025” The company plans to distribute a cash dividend of RMB 15.7927 (tax included) to all shareholders for every 10 shares. at present Based on the calculation of the company's total share capital, a total of RMB 4,712,158,162.18 in cash dividends were distributed (tax included). in implementation Before the equity registration date for equity distribution, the company has the right to distribute profits (i.e., deduct the shares in the company’s repurchase account (such as (Yes)) If the total share capital changes, the distribution will be carried out according to the principle that the distribution amount per share remains unchanged, and the distribution will be adjusted accordingly. Total allocation. For details, please refer to the Company’s official website of the Shanghai Stock Exchange (www.sse.com.cn) and the designated "Announcement on the 2025 Profit Distribution Plan" disclosed by the media. Voting results: 11 votes in favor, 0 votes against, and 0 abstentions. This proposal still needs to be submitted to the company's shareholders' meeting for review. (13) Consideration and approval of the “Proposal on Requesting the Shareholders’ Meeting to Authorize the Board of Directors to Formulate an Interim Dividend Plan” The company's board of directors proposes to the shareholders' meeting to authorize the board of directors to ensure that the company's current profits and accumulated undistributed profits are positive. If the company's cash flow can meet the requirements for normal operations and sustainable development, specific mid-term plans will be formulated in a timely manner. The cash dividend plan shall be implemented within the specified period. The upper limit of the interim dividend amount shall not exceed the amount attributed to the listed company in the current period. net profit to the company’s shareholders. The authorization period starts from the date this proposal is reviewed and approved by the 2025 Annual Shareholders Meeting to the date of public announcement. until the date of the company’s 2026 annual shareholders’ meeting. For details, please refer to the Company’s official website of the Shanghai Stock Exchange (www.sse.com.cn) and the designated "Announcement on Requesting the Shareholders' Meeting to Authorize the Board of Directors to Formulate an Interim Dividend Plan" disclosed by the media. Voting results: 11 votes in favor, 0 votes against, and 0 abstentions. This proposal still needs to be submitted to the company's shareholders' meeting for review. (14) Deliberating and approving the “Proposal on the Company’s 2026 Action Plan for Improving Quality, Increasing Efficiency and Focusing on Returns” Agree with the "Wuxi WuXi AppTec New Drug Development Co., Ltd.'s 2026 Action to Improve Quality, Increase Efficiency and Focus on Returns" Relevant content of the Plan. For details, please refer to the Company’s official website of the Shanghai Stock Exchange (www.sse.com.cn) and the designated The "2026 Action Plan for Improving Quality, Efficiency and Rewarding" disclosed by the media. Voting results: 11 votes in favor, 0 votes against, and 0 abstentions. (15) Consideration and adoption of the “Proposal on Review of the Company’s 2025 Sustainability Report” Agree with the "2025 Sustainability Report of Wuxi WuXi AppTec New Drug Development Co., Ltd." related content. The above proposals and related contents have been reviewed and approved by the Strategy Committee and agreed to be submitted to the company's board of directors for review. For details, please refer to the Company’s official website of the Shanghai Stock Exchange (www.sse.com.cn) and the designated The "2025 Sustainability Report" and "2025 Sustainability Report Summary" disclosed by the media. Voting results: 11 votes in favor, 0 votes against, and 0 abstentions. (16) Consideration and adoption of the “Proposal on the Board of Directors’ Special Opinions on the Independence of Independent Directors” Agree with "The Board of Directors of Wuxi WuXi AppTec New Drug Development Co., Ltd. on the independent character of the company's independent directors" Relevant content of "Special Opinions on the Situation". For details, please refer to the Company’s official website of the Shanghai Stock Exchange (www.sse.com.cn) and the designated "Special Opinions of the Board of Directors on the Independence of the Company's Independent Directors" disclosed by the media. Voting results: 11 votes in favor, 0 votes against, and 0 abstentions. (17) Consider and approve the "Proposal on Changing the Company's Registered Capital and Amending the Company's Articles of Association" 1. Agree that the company’s registered capital will be changed from 2,951,506,736 yuan to 2,983,757,155 yuan. The share capital was changed from 2,951,506,736 shares to 2,983,757,155 shares, and the Articles of Association were revised accordingly. order; 2. Agree to request the shareholders’ meeting to authorize the board of directors on the premise of reviewing and approving this proposal, and the board of directors will make the decision. One step authorizes the chairman of the company or other persons further authorized by him to represent the company after review and approval at the shareholders’ meeting. Handle relevant industrial and commercial change registration, filing and other matters involved in amending the Articles of Association. For details, please refer to the Company’s official website of the Shanghai Stock Exchange (www.sse.com.cn) and the designated "Announcement on Changing the Company's Registered Capital and Amending the Company's Articles of Association" disclosed by the media. Voting results: 11 votes in favor, 0 votes against, and 0 abstentions. This proposal still needs to be submitted to the company's shareholders' meeting for review. (18) Consideration and adoption of the "Proposal on Amending Part of the Corporate Governance System" Agree with the company to amend the "Foreign Investment Management System of Wuxi WuXi AppTec New Drug Development Co., Ltd." Rules of Procedure of the Remuneration and Appraisal Committee of the Board of Directors of WuXi AppTec New Drug Development Co., Ltd. "Wuxi Pharmaceuticals Annual Remuneration Management Measures for Directors and Senior Management of Mingkangde New Drug Development Co., Ltd." and "Wuxi Working System of Independent Directors of WuXi AppTec New Drug Development Co., Ltd." "Rules of Procedure of the Remuneration and Assessment Committee of the Board of Directors of Wuxi WuXi AppTec New Drug Development Co., Ltd." and "Annual Remuneration Management Measures for Directors and Senior Management of Wuxi WuXi AppTec New Drug Development Co., Ltd." It has been reviewed and approved by the Remuneration and Appraisal Committee and agreed to be submitted to the company's Board of Directors for review. This proposal was reviewed and approved item by item by the board of directors, and the voting results were: 11 votes in favor, 0 votes against, and 0 votes Abstain. "Annual Remuneration Management Office for Directors and Senior Management of Wuxi WuXi AppTec New Drug Development Co., Ltd." Law" and "Working System of Independent Directors of Wuxi WuXi AppTec New Drug Development Co., Ltd." still need to be submitted to this company reviewed by the company’s shareholders’ meeting. (19) Consideration and approval of the "Proposal on the General Election of Members of the Fourth Board of Directors of the Company" The term of the company’s third board of directors will expire on May 30, 2026. After research, it is proposed that the current directors Committee members Dr. Ge Li, Dr. Minzhang Chen, Steve Qing Yang Dr. Qing) and Mr. Zhang Zhaohui as candidates for executive directors of the fourth board of directors; proposed current members of the board of directors Mr. Xiaomeng Tong (Tong Xiaoyi) and Dr. Yibing Wu (Wu Yibing) served as the non-governmental representatives of the fourth session of the Board of Directors. Candidate for executive director; proposed current board member Christine Shaohua Lu-Wong (Lu Shaohua) female Written by: Dr. Wei Yu (Yu Wei), Dr. Xin Zhang (Zhang Xin), Ms. Zhan Zhiling, and Mr. Leng Xuesong Candidate for independent director of the fourth session of the Board of Directors. The term of office of a director shall be calculated from the date of approval by the shareholders’ meeting and shall last for three years. years. Please see the attachment for candidate resumes. The above proposal and related contents have been reviewed and approved by the Nomination Committee and agreed to be submitted to the company's Board of Directors for review. Voting results: 11 votes in favor, 0 votes against, and 0 abstentions. This proposal still needs to be submitted to the company's shareholders' meeting for election. Independent director candidates have been qualified by the nomination committee Qualification review is subject to review by the Shanghai Stock Exchange and then submitted to the company's shareholders' meeting for review. (20) Consideration and approval of the “Proposal on the Remuneration Plan for Directors of the Company” The remuneration of executive directors shall be determined in accordance with the company's remuneration management system, assessment and regulations applicable to their positions in the company. Determination and execution of incentive plans (the remuneration of executive directors who are also senior managers of the company is based on senior management management of personnel remuneration), the company will no longer pay additional director remuneration for the directorships concurrently held by executive directors. Remuneration; non-executive directors receive no remuneration; independent directors receive an annual allowance of RMB 400,000 (before tax). If the period is less than one year, it will be calculated on a pro-rata day-by-day basis. Independent directors participate in the board of directors, shareholders' meetings and in accordance with the "Company Law" and "Company Law" Necessary expenses incurred when exercising its powers shall be paid separately by the company based on the actual expenses incurred according to the relevant provisions of the Articles of Association and other relevant provisions. Pay. The above proposal and related contents have been reviewed by the Remuneration and Assessment Committee and agreed to be submitted to the company's Board of Directors for review. Voting results: All directors abstained from voting and were directly submitted to the shareholders' meeting for review. This proposal still needs to be submitted to the company's shareholders' meeting for review. (21) Consideration and approval of the "Proposal on Confirming the Remuneration of the Company's Senior Management in 2025" The company's 2025 senior management remuneration plan is formulated to ensure that remuneration is in line with market development. The principle of matching the company's operating performance and personal performance, and coordinating with the company's sustainable development. The company's senior management compensation for 2025 consists of basic salary, performance compensation and medium- and long-term incentives. Among them, basic salary is paid on a monthly basis, and performance compensation and medium- and long-term incentives are paid according to the corresponding procedures after the annual report is disclosed. order issued. The total pre-tax remuneration received by senior managers from the company in 2025 (including basic salary, Bonuses, allowances, subsidies, employee welfare fees and various insurance premiums, provident funds, annuities and other forms of compensation from the company The remuneration received by the company does not include non-cash remuneration such as equity incentives, remuneration payable and unpaid remuneration attributable to previous years) For details, please refer to the information disclosed by the Company on the Shanghai Stock Exchange website (www.sse.com.cn) and designated media on the same day. "2025 Annual Report". The above proposal and related contents have been reviewed and approved by the Remuneration and Appraisal Committee and agreed to be submitted to the company’s board of directors Deliberation. Stakeholder directors Ge Li, Minzhang Chen, Steve Qing Yang Qing) and Zhang Zhaohui abstained from voting. Voting results: 7 votes in favor, 0 votes against, 0 abstentions. (22) Consideration and approval of the “Proposal on the Company’s 2026 Senior Management Remuneration Plan” The company's 2026 senior management remuneration plan is formulated to ensure that remuneration is in line with market development. The principle of matching the company's operating performance and personal performance, and coordinating with the company's sustainable development. The company's senior management remuneration for 2026 consists of basic salary, performance remuneration and medium- and long-term incentives. Success. The proportion of performance pay shall not be less than 50% of the total basic salary and performance pay. Basic salary by month degree issuance. Performance-based compensation will be deferred after the annual report is disclosed, and medium- and long-term incentives will be paid after completing the corresponding procedures. The Board of Directors authorizes the Remuneration and Appraisal Committee to set 2026 senior management performance targets and carry out Performance appraisal work, determining and adjusting the base salary for senior management personnel in 2026 within the basic salary range of the board of directors This salary will be reasonably determined in 2026 based on the industry level, the company’s development strategy and job value. The salary distribution ratio between senior managers and ordinary employees will be promoted to key positions, production front lines and Focus on urgently needed high-level and highly skilled talents, and promote issues such as increasing the salary level of ordinary employees. The above proposal and related contents have been reviewed and approved by the Remuneration and Appraisal Committee and agreed to be submitted to the company’s board of directors Deliberation. Stakeholder directors Ge Li, Minzhang Chen, Steve Qing Yang Qing) and Zhang Zhaohui abstained from voting. Voting results: 7 votes in favor, 0 votes against, 0 abstentions. (23) Review and adoption of the "About Review of Wuxi WuXi AppTec New Drug Development Co., Ltd. 2026" Proposal of the H Share Award Trust Plan (Draft)> In order to promote the company's long-term incentive mechanism to keep pace with the times, the company's management and core employees are recognized for their contribution to the company. Contribute, attract and retain outstanding talents, fully mobilize the enthusiasm of the company's management and core employees, and better Combine the interests of shareholders, the company, and the personal interests of the company’s management and core team so that all parties can We also pay attention to the long-term development of the company and, on the premise of fully protecting the interests of shareholders, follow the principle of equal income and contribution. In principle, the company has formulated the "Wuxi WuXi AppTec New Drug Development Policy" in accordance with relevant laws and regulations and combined with the company's actual situation. Co., Ltd. 2026 H Share Award Trust Plan (Draft)" (hereinafter referred to as "2026 H Share Award Trust Plan") Share Award Trust Plan"). According to the "2026 H Share Award Trust Plan", the company will use the 2025 Annual General Meeting, First A Shareholders Class Meeting in 2026 and First H Shareholders Class Meeting in 2026 The general repurchase authorization under consideration is to use funds not exceeding HK$2.5 billion to purchase H shares at the prevailing market price. The shares are treated as treasury shares and will be transferred to the trustee in due course as a source of award shares to purchase H shares. The upper limit of the number shall be determined by the board of directors and/or its authorized persons, and shall not in any case render the company unable to comply with the Hong Kong IPO regulations. maintain the number of public shares required by municipal rules (hereinafter referred to as the "Plan Cap"). According to all relevant plans of the company (including canceled options or awards, but excluding those based on each relevant plan) New shares that may be issued and/or transferable under all options and awards proposed to be granted The total number of treasury shares shall not exceed the total number of issued shares (excluding treasury shares) on the date this proposal is approved by the shareholders’ meeting. 10% of the deposited shares (i.e. the "plan authorization limit"), but the board of directors or its authorizer may The authorization limit of the plan will be adjusted based on Xu's changes in the company's share capital. In calculating (i) plan authorization limits and (ii) When the total number of H shares that can be granted according to the "2026 H Share Award Trust Plan", the returned shares will The credit is not considered used. The company may renew the company's shares with the approval of the shareholders' meeting every three years starting from the date of approval by the shareholders' meeting. New plan authorization limits, updated plan authorization limits must not exceed the plan authorization limit date on which the update was approved 10% of the company’s total issued shares (excluding treasury shares), and (i) the controlling shareholder and its connected persons (If there is no controlling shareholder, then directors (excluding independent directors) and the company’s chief executive and their connected persons shareholders abstain from voting; and (ii) the company must comply with independent shareholder approval requirements. As set forth in the proposed 2026 H Share Award Trust Plan, the grant of awards to selected participants is subject to The award letter will not take effect until the conditions (if any) determined by the board of directors and/or its authorized persons are fulfilled. If The "2026 H Share Award Trust Plan" and related authorizations were approved by the shareholders' meeting and were authorized by the board of directors to manage the "2026 H Share Award Trust Plan" and related authorizations. The Compensation and Assessment Committee of the Company’s Board of Directors under the H Share Award Trust Plan of 2026 will be (i) the Company’s annual The realized operating income reaches RMB 51.3 billion or above ("Basic Grant Conditions"); and (ii) the company The operating revenue achieved by the company in 2026 reaches RMB 53 billion or more ("Additional Grant Conditions", Together with the "Basic Grant Conditions", the "Award Conditions") serve as the grant conditions for awarding awards to selected participants. pieces. After the shareholders' meeting considers and approves the "2026 H Share Award Trust Plan" and related authorizations, if the basic grant If a conditional achievement is granted, a maximum of 60% of the program cap (i.e. HK$1.5 billion) can be used to award selected participants If If the basic grant conditions and additional grant conditions are met at the same time, the entire plan limit can be used to grant funds to selected participants. Grant Awards, where the number of Awards awarded to a Connected Selected Participant shall not exceed 35% of the overall Program Cap. Grants of awards to connected selected participants are subject to the Listing Rules and the 2026 H Share Award Trust Scheme relevant regulations. Details of awards granted to connected selected participants, including list of connected selected participants and specific The number of individual award shares will be authorized by the board of directors and/or its authorized persons in accordance with the shareholders’ meeting. The main references include but are not The determination is limited to the following factors: (i) the total number of treasury H shares transferred to the trustee as the source of the award shares; (ii) the relevant in connection with the selected participant's level, and (iii) in connection with the selected participant's individual performance appraisal results. For details, see Chapter "Award Letter and Award Grant Notice" of the "2026 H-Share Award Trust Plan". The board of directors or its authorized persons may, during the validity period of the "2026 H Share Award Trust Plan", comply with Subject to all applicable laws, rules and regulations, the criteria and conditions for vesting and the vesting period shall be determined from time to time. Unless otherwise specified in the award letter approved by the Board of Directors or its authorized persons, pursuant to the 2026 H Share Award Trust The vesting period of the rewards awarded under the Plan is as follows: (1) For those who are qualified persons on the date the "2026 H Share Award Trust Plan" is reviewed and approved by the company's shareholders' meeting Awards awarded to selected participants of the work: Vesting Period Vesting Ratio The first phase vests within December 2027 25% The second phase vests within December 2028 25% The third phase vests within December 2029 25% The fourth phase vests within December 2030 25% (2) Regarding (i) the date on which the "2026 H Share Award Trust Plan" is approved by the company's shareholders' meeting Awards granted to selected participants who are eligible employees; and (ii) in accordance with an award issued by the Company in connection with their employment with Group-related letters of appointment to selected participants conferring award rights: Vesting Period Vesting Ratio Immediately after the selected participant commences employment with the relevant member of the Group 0% vested in the first period Within one year from the expiration date of the first anniversary Immediately after the selected participant commences employment with the relevant member of the Group 25% vested in the second period Within one year from the expiry date of the second anniversary Immediately after the selected participant commences employment with the relevant member of the Group 25% vested in the third period Within one year from the expiry date of the third anniversary Immediately after the selected participant commences employment with the relevant member of the Group The fourth period vests 50% Within one year from the expiry date of the fourth anniversary The vesting period of the above awards shall not be less than 12 months. In the following circumstances, the board of directors and/or its authorized person The Company may, at its discretion, select a Participant with an award vesting period of less than 12 months: (i) must vest before the corresponding year awards that are granted annually by the Company; (ii) awards granted to retain specific selected participants (whether whether in accordance with the retention agreement); (iii) grant "compensatory" incentives to new entrants in place of their departure Share awards forfeited when joining a previous employer; (iv) Selected participants with a Human Resources level of Director or above Therefore, or if the remaining selected participant dies due to a work-related injury, the award shares that have been granted but have not yet vested vest in advance; (v) Grant awards based on performance-based vesting conditions in lieu of time-based vesting criteria (including based on performance targets). awards that should be paid in the form of shares if the target is achieved); (vi) tranches within one year for management and compliance reasons of awards (which may include awards that should vest early but are pending in subsequent tranches); (vii) awards with mixed or the award of an award with an accelerated vesting schedule (e.g. the award vests evenly over 12 months); (viii) Grant awards with vesting and holding periods in excess of 12 months; and (ix) grant awards with respect to selected participation year-end bonus or various incentive bonuses. The vesting conditions for the above awards are: (i) The coefficient of the selected participant’s personal assessment result is B- (or Its equivalent evaluation result (such as "Meeting Expectations") or above; and (ii) any other applicable vesting conditions. For details, please refer to the "Award Vesting" chapter of the "2026 H-Share Award Trust Plan". The board of directors agreed to the relevant contents of the "2026 H Share Award Trust Plan". The above proposal and related contents have been reviewed and approved by the Remuneration and Appraisal Committee and agreed to be submitted to the company’s board of directors Deliberation. For details, please refer to the Company’s official website of the Shanghai Stock Exchange (www.sse.com.cn) and the designated Chinese translation of the "2026 H Share Award Trust Plan (Draft)" disclosed by the media. Because directors Ge Li, Minzhang Chen, Steve Qing Yang Qing) and Zhang Zhaohui are planned to be connected selected participants under the “2026 H Share Award Trust Plan”. Directors abstained from voting. Voting results: 7 votes in favor, 0 votes against, 0 abstentions. This proposal still needs to be submitted to the company's shareholders' meeting for review. (24) Deliberation and approval of the "About Requesting the Company's Shareholders' Meeting to Authorize the Board of Directors to Handle the 2026 H Share Award" Proposal on Matters Related to Incentive Trust Plans" In order to ensure the smooth implementation of the company’s “2026 H Share Award Trust Plan”, the company’s board of directors proposed to shareholders The Board of Directors is authorized by the East Council, and the Board of Directors further authorizes relevant authorized persons to handle the implementation of the "2026 H Shares Matters related to the Reward Trust Plan. 1. Request the company’s shareholders’ meeting to authorize the board of directors to handle matters related to the 2026 H Share Award Trust Plan with full authority. Matters related to the Plan, including but not limited to: (1) Authorize the board of directors to establish the terms and conditions for awarding awards and approve the format and content of award letters. content, select qualified employees as participants of the "2026 H Share Award Trust Plan" and select them from time to time awards to qualified employees, and further authorizes the board of directors to award awards to qualified employees in accordance with the 2026 H Share Award Trust Plan. The details of awards to be awarded to selected participants who are connected persons under the Listing Rules of the Hong Kong Stock Exchange are determined under the Rules of the Hong Kong Stock Exchange Listing Rules. Including but not limited to the final list of related selected participants and the specific number of award shares; (2) Authorize the board of directors to determine the maximum number of H shares purchased by the company and transfer them to the trustee to treasury H shares. The number shall not in any way make it impossible for the company to maintain the number of public shares in accordance with the requirements of the Hong Kong Stock Exchange Listing Rules; (3) Authorize the board of directors to determine the grant date and vesting date of award stocks; (4) Authorize the board of directors to manage, modify and adjust the "2026 H Share Award Trust Plan", but Any changes of a material nature to the terms and conditions of the 2026 H Share Award Trust Plan, any changes to the directors’ Any changes to the authorization to amend the terms of the 2026 H Share Award Trust Plan, or to the "H Share Award Trust Plan" involves the matters set out in Rule 17.03 of the Hong Kong Stock Exchange Listing Rules and is conducive to the election Except for any changes to the specific terms of the designated participants; (5) Authorize the board of directors to hire banks, accountants, lawyers, consultants and other professional bodies; (6) Authorize the board of directors to sign, implement, modify and terminate any matters related to the "2026 H Share Award Trust Plan" Relevant agreements and other relevant documents; perform all obligations related to the “2026 H Share Award Trust Plan” procedures, and adopt other methods to implement the terms of the “2026 H Share Award Trust Plan”; (7) Authorize the Board of Directors to determine and adjust the criteria and conditions for vesting as well as the vesting period, evaluation and management The performance goals of the "2026 H-Share Award Trust Plan"; and also determine whether qualified employees can receive awards. Incentive vesting; (8) Authorize the board of directors to decide on the implementation, change or termination of the "2026 H Share Award Trust Plan", including Including: invalidation of award stocks, continued vesting of stocks, etc. due to changes in personal circumstances of selected participants; (9) Authorize the board of directors to be responsible for explaining and resolving issues arising out of or related to the 2026 H Share Award Trust Plan Any issues and disputes related to the "2026 H Share Award Trust Plan"; (10) Authorize the board of directors to exercise any other rights granted by the shareholders’ meeting from time to time to implement the “2026 H Share Award” The power to make necessary matters required by the Trust Plan; (11) Authorize the board of directors, in the name of the company: (i) With Computershare Hong Kong Trustees Limited ("2026 H Share Award Trust "Plan Trustee") signs a trust deed, and the trustee of the 2026 H-Share Award Trust Plan will This provides trustee services for the "2026 H Share Award Trust Plan"; (ii) with Computershare Hong Kong Investor Services Limited (hereinafter referred to as "CHIS") signed a plan management agreement, according to which CHIS will provide the company with the "2026 H Shares Reward Trust Plan Management Services; (iii) Open a cash securities account with CHIS so that CHIS can fund the 2026 H Share Award Trust Participants in the "Plan" provide trading services and provide a trading platform; (12) Authorize the Board of Directors and allow the Board of Directors to further authorize remuneration within the authorization period under this proposal Handle all matters necessary for the "2026 H-Share Award Trust Plan" independently with the Assessment Committee, Including but not limited to: (i) The above-mentioned matters approved by the shareholders’ meeting and authorized by the board of directors are related to the “2026 H Share Award Trust Plan” related matters; (ii) Sign on behalf of the company regarding the operation of the “2026 H Share Award Trust Plan” and other matters All relevant documents or documents submitted to the trustee in connection with the operation of the 2026 H Share Award Trust Plan The trustee of the 2026 H-Share Award Trust Plan issues instructions and signs documents related to opening an account. Documents, signing documents related to operating accounts, or signing to open and operate in the name of the company Documents related to opening a cash securities account in CHIS, appointing CCASS to open an independent account on behalf of the company Open an account and issue clear written instructions to the H-share share registrar and relevant securities brokers indicates that the records are updated to clearly identify the repurchased H shares deposited in CCASS as treasury shares; or Release award stocks for the purpose of award vesting, or through in-market transactions based on the current market price Manner to sell award shares and pay the sale amount to selected participants; direct and cause 2026 The trustee of the H Share Award Trust Scheme shall, as may be determined from time to time, by transferring Award Shares to selected participants. The award stocks will be released to selected participants from the "2026 H Share Award Trust Plan" by means of voting. party; confirms, approves and adopts all matters arising out of the trust deed and plan management agreement; All related prerequisites; (iii) on behalf of the Company, approve, execute, perfect, deliver, negotiate, negotiate and agree to all such agreements, covenants, documents, regulations, matters and things (as the case may be) to implement and/or give effect to all transactions hereunder and make any reasonable arrangements as it deems necessary, desirable, appropriate or expedient Changes, amendments, alterations, modifications and/or additions. If required in any such agreement, deed or the company seal is affixed to the document, it has the right to sign the document in accordance with the Articles of Association in such case. Agreement, deed or document with company seal; (13) If the "2026 H Share Award Trust Plan" is terminated or only the basic grant conditions are met, and the public The Company decided to directly pay the recipients of the 2026 H Share Award Trust Plan in accordance with the “2026 H Share Award Trust Plan” The trustee repurchases treasury H shares (hereinafter referred to as "direct repurchase of treasury H shares from the plan trustee") and requests authorization The Board of Directors shall further authorize the Remuneration and Appraisal Committee and its specific authorized persons (hereinafter collectively referred to as "Authorized Person") has full authority to handle matters related to the direct repurchase of treasury H shares from the plan trustee, including but not Limited to: (i) Acting on behalf of the company to appoint a securities broker and HKSCC for the direct repurchase of H shares from the scheme trustee Ltd. Central Settlement and Settlement System (CCASS) Account Opening and Signing Any and All Related file. The aforementioned securities broker or authorized person acts as the representative of the account to conduct transactions and withdraw funds. and securities and sign all documents related to the direct repurchase of H shares to the plan trustee; (ii) The aforementioned securities broker or authorized person withdraws the repurchased shares and funds from CCASS on behalf of the company (if any); (iii) Appoint a securities broker on behalf of the company to open a separate account with CCASS and transfer H shares to The registrar and relevant securities brokers must issue clear written instructions to update records to clearly identify The repurchased H shares deposited in CCASS are treasury H shares; (iv) Determine the use of treasury H shares repurchased from the trustee of the 2026 Plan or cancel such repurchases treasury stock purchased; (v) If the regulatory authorities’ policy on directly repurchasing treasury H shares from plan trustees changes or the market Market conditions change, or changes are negotiated with the trustees of the 2026 H Share Award Trust Plan Changes in the handling of repurchases of H shares, in addition to relevant laws, regulations, normative documents and the "Incorporated Except for matters that require voting by the board of directors or shareholders' meeting as stipulated in the company's Articles of Association, the authorized person has the right to Specific details of the plan trustee’s direct repurchase of H shares (including but not limited to the processing of repurchases of H shares Method, timing, price and quantity) and any other related matters shall be adjusted accordingly; (vi) Execute, amend, authorize, sign and complete agreements related to the direct repurchase of H shares from the plan trustee All necessary documents, agreements and contracts; (vii) For the direct repurchase of H shares from the plan trustee, in accordance with relevant domestic and overseas laws and regulations and stock listings, fulfill all necessary obligations as required by the listing rules of the local stock exchange, including information disclosure, Reporting and filing with regulatory authorities; and (viii) handle any other matters not listed above but necessary to repurchase H shares directly from the plan trustee matters. The above authorized matters, in addition to laws, administrative regulations, China Securities Regulatory Commission rules, normative Documents, the "2026 H Share Award Trust Plan" or the "Articles of Association" clearly stipulate that the decision of the board of directors must be made. Except for matters approved by the Board of Directors, other matters may be directly exercised by the Remuneration and Appraisal Committee on behalf of the Board of Directors. 2. Request the shareholders’ meeting to agree on the terms of the above authorization items (1) to (12) and the “2026 H Share Award Letter” The duration of the plan is the same as the Trust Plan. The term of the authorization in item (13) above is from the 2025 Annual Shareholders Meeting From the date of approval until the completion of the above matters. Because directors Ge Li, Minzhang Chen, Steve Qing Yang Qing) and Zhang Zhaohui are planned to be connected selected participants under the “2026 H Share Award Trust Plan”. Directors abstained from voting. Voting results: 7 votes in favor, 0 votes against, 0 abstentions. This proposal still needs to be submitted to the company's shareholders' meeting for review. (25) Deliberation and approval of the "About Modification of Wuxi WuXi AppTec New Drug Development Co., Ltd. 2025" Proposal for the H Share Award Trust Plan in 2017 For the company's capital management considerations, the company is considering using the company's treasury H shares as the "2025 H Share Award" The source part of the award stocks granted under the Incentive Trust Plan, so the company needs to "Trust Plan" is revised. At the same time, in accordance with Chapter 17 of the Hong Kong Stock Exchange Listing Rules, the amendment will The "2025 H Share Award Trust Plan" is regarded as a company's plan to grant new shares. In this case, the company It is also necessary to amend the "2025 H Share Award Trust Plan" to comply with the relevant listing rules for the shares granted to the company. requirements of the company’s new share plan. If the company changes the way it manages its capital needs, the company will continue to follow the original 2025 The H-Share Award Trust Plan operates in a manner stipulated in the H-Share Award Trust Plan, that is, the trustee uses funds provided by the company through market transactions. The H shares purchased by Yiguo serve as the source of award shares granted under the plan. The main changes are as follows: (1) Allowing the use of treasury H shares as award stocks under the "2025 H Share Award Trust Plan" source; (2) Adopt plan authorization limits and introduce requirements that require shareholder approval for updates to plan authorization limits Provisions; for the avoidance of ambiguity, this provision only applies to plans where treasury H shares are the source of incentives; (3) Adopt individual limits and include awards to any individual participant under the 2025 Plan If the bonus exceeds the individual limit, it must be approved by independent shareholders; to avoid ambiguity, this article only applies to treasury H shares as bonus sources of incentives; (4) To join the company’s directors, chief executives or substantial shareholders, or any of their respective connected persons authorized To award awards, relevant requirements must be approved by independent non-executive directors; this provision only applies to treasury H shares as awards source plan; (5) Adopt the Remuneration and Assessment Committee of the Board of Directors as the authorized person of the Board of Directors; (6) Adopt a minimum vesting period of at least 12 months for any award based on treasury H shares as the source of award period, except in certain circumstances where awards to certain selected participants may be subject to a vesting period shorter than 12 months, and explain why such arrangements are appropriate and consistent with the purposes of the 2025 Plan; (7) Provide for the 2025 Scheme Rules involving the listed companies listed in Rule 17.03 of the Hong Kong Stock Exchange Listing Rules. Any amendment to the terms of the matter must be approved by shareholders; this provision only applies to treasury H shares as the source of awards plan; (8) The upper limit of the amount of incentives provided to connected selected participants will be increased from 25% of the total 60% upper limit of the plan. up to 35% of such 60% (only subject to meeting the basic conditions for grant) and will be provided to the connected selected participants The maximum amount of awards granted is increased from 25% of the total plan cap to 35% of the total plan cap (On the premise that both the basic grant conditions and the additional grant conditions are met); and (9) Incorporate other amendments for internal organization purposes and to better align the wording with the Hong Kong Stock Exchange City rules remain the same. Agree with the revised "Wuxi WuXi AppTec New Drug Development Co., Ltd. 2025 H Share Award Trust" Plan". The above proposal and related contents have been reviewed and approved by the Remuneration and Appraisal Committee and agreed to be submitted to the company’s board of directors Deliberation. For details, please refer to the Company’s official website of the Shanghai Stock Exchange (www.sse.com.cn) and the designated The Chinese translation of the revised "2025 H Share Award Trust Plan (2026 Revision)" disclosed by the media. Due to the directors Ge Li, Minzhang Chen, Steve Qing Yang, Zhang Zhaohui is a connected selected participant under the “2025 H-Share Award Trust Plan” and the above-mentioned director has withdrawn vote. Voting results: 7 votes in favor, 0 votes against, 0 abstentions. This proposal still needs to be submitted to the company's shareholders' meeting for review. (26) Consideration and approval of the "Resolution on Directly Repurchasing the 2025 H Share Award Trust Plan from the Trustee" Proposal involving H shares" Agree that the company will directly repurchase 34,092,975 H shares from the trustee as treasury shares of the company. The shareholders' meeting is requested to authorize the board of directors, and the board of directors further authorizes the authorized person to fully handle the implementation of this repurchase. Matters related to share plans. The above proposal and related contents have been reviewed and approved by the Remuneration and Appraisal Committee and agreed to be submitted to the company’s board of directors Deliberation. Due to the directors Ge Li, Minzhang Chen, Steve Qing Yang, Zhang Zhaohui is a connected selected participant under the “2025 H-Share Award Trust Plan” and the above-mentioned director has withdrawn vote. Voting results: 7 votes in favor, 0 votes against, 0 abstentions. This proposal still needs to be submitted to the company's shareholders' meeting and class shareholders' meeting for review. (27) Deliberation and approval of the "Request for the Shareholders' Meeting to Allow the Board of Directors to Issue Additional A Shares and/or H Shares of the Company" Proposal for General Authorization of Shares" In order to meet the needs of the company's business development and consolidate the company's industry leadership in the field of pharmaceutical research and development services, position, further enhance the company's capital strength and comprehensive strength, increase decision-making efficiency to seize market opportunities, and according to "Company Law of the People's Republic of China", "Securities Law of the People's Republic of China" and other relevant laws and regulations, company shares In accordance with the listing rules of the stock exchange where the shares are listed and the provisions of the Articles of Association, the company’s board of directors intends to propose a proposal for Donghui will grant the general and unconditional grant under the premise of complying with the listing rules of the stock exchange where the company's shares are listed. The board of directors shall have the power to allocate, issue and dispose of, individually or simultaneously. The management amount does not exceed 20% of the company’s issued A shares or H shares (excluding treasury shares). A shares and/or H shares or securities convertible into such shares, options, warrants or subscriptions Company A shares or H shares (excluding subscription for (i) any new shares or (ii) any shares convertible into new shares and Warrants, options or similar rights in securities with cash consideration) (hereinafter referred to as "similar rights", the foregoing The authorization is hereinafter collectively referred to as the "General Authorization"). According to the relevant laws and regulations currently in effect in China, that is, Even if the general authorization is obtained, if the company issues A shares or securities convertible into A shares, it still needs to obtain Shareholders meeting approves. The specific authorization is as follows: 1. The board of directors is generally and unconditionally authorized and the board of directors is sub-authorized to the chairman of the board and his authorized persons to make single decisions. allot, issue and deal with A shares and/or H shares or similar rights individually or simultaneously, and decide on the allotment, issuance and dealing Terms and conditions governing the issuance of new shares or similar rights, including but not limited to: (1) The type and number of new shares to be issued; (2) Pricing method and/or issuance price of new shares (including price range); (3) Date of start and end of issuance; (4) The type and number of new shares issued to existing shareholders; and/or (5) Make or authorize share sales proposals, agreements, share purchase options, etc. that may require the exercise of such rights. Equity conversion or other rights (including related rights under equity incentive plans, unless otherwise required by applicable laws and regulations) regulations). 2. The board of directors or the chairman of the board of directors and their authorized persons decide independently based on the general authorization mentioned in the first paragraph above. or A shares allotted, issued and dealt with at the same time (whether under share purchase options or otherwise) or the number of H shares (excluding shares issued by converting public reserve funds into share capital) shall not exceed The number of issued A shares and/or H shares of this type when the company deliberated and approved this proposal at the shareholders’ meeting 20%. 3. If the board of directors or the chairman of the board of directors and their authorized persons have made a decision within the validity period of the authorization mentioned in paragraph 7 of this proposal, the allotment, issuance and processing of A shares and/or H shares or similar rights, and the company also obtained the rights within the validity period of the authorization Relevant approvals, licenses or registrations from regulatory authorities (if applicable), the company’s board of directors or chairman and their authorization Persons may complete relevant allotment, issuance and processing within the validity period of such approval, license or registration confirmation. Make. 4. Authorize the board of directors or the chairman of the board of directors and their authorized persons to make decisions in accordance with the applicable laws as amended from time to time (including but not Limited to the "Company Law of the People's Republic of China", "Securities Law of the People's Republic of China", and the listing of securities on the Hong Kong Stock Exchange rules, the Shanghai Stock Exchange’s stock listing rules or the applicable laws and regulations of the regulatory authorities where the company’s stocks are listed. etc.) obtain approval from all relevant government departments and/or regulatory agencies (if applicable) to exercise general authorization. 5. Authorize the board of directors or the chairman of the board of directors and their authorized persons to approve, sign and make or promote the signing and making of which it considers relevant in connection with the allotment, issue and dealing of any new shares pursuant to the exercise of the general mandate referred to above All documents, contracts and matters, go through necessary procedures and take other necessary actions. 6. Authorize the board of directors or the chairman of the board of directors and their authorized persons to issue new shares according to the public notice when allotment of new shares and after the issuance is completed. The method, type, and number of the company’s allotment and issuance of new shares and the company’s equity structure upon completion of the allotment and issuance of new shares. According to the actual situation, increase the company's registered capital and make appropriate and necessary amendments to the company's articles of association. 7. The general authorization is valid from the date of the 2025 Annual Shareholders Meeting to review and approve this proposal until the following date: Until the earliest of the two: (1) The end date of the company’s 2026 annual shareholders’ meeting; or (2) The company’s shareholders pass a special resolution to withdraw or amend the relevant matters under this proposal at any shareholders’ meeting. when authorized. Voting results: 11 votes in favor, 0 votes against, and 0 abstentions. This proposal still needs to be submitted to the company's shareholders' meeting for review. (28) Consideration and approval of the "Request for the Shareholders' Meeting to Allow the Board of Directors to Repurchase the Company's A Shares and/or H Shares" Proposal for General Authorization of Shares" In order to meet the needs of the company's business development, the company's board of directors intends to submit a general and unconditional authorization to the shareholders' meeting. The board of directors shall comply with relevant laws and regulations, the listing rules of the stock exchange where the company’s shares are listed and the Company’s Pursuant to the provisions of the Articles of Association to repurchase the company's A shares and/or H shares, the specific authorization is as follows: 1. Subject to meeting the restrictions mentioned in items 2 and 3 below, approve the board of directors to conduct business operations in China during the relevant period. Securities authorities or regulatory authorities, the Hong Kong Stock Exchange, and the Shanghai Stock Exchange (hereinafter referred to as the "Shanghai Stock Exchange") or any other governmental or regulatory authority, all applicable laws, rules and/or regulations, in the exercise of the full power of the Company Repurchase the company's A shares issued and listed on the Shanghai Stock Exchange and/or H shares listed on the Hong Kong Stock Exchange; 2. Based on the above approval, the company is authorized to repurchase the total number of A shares and/or H shares of the company during the relevant period. The value shall not exceed the value of the company on the date when this proposal is reviewed and approved by the shareholders’ meeting and the A-share and H-share class meetings respectively. 10% of the total number of shares issued (excluding treasury shares); 3. The first approval mentioned above can only be implemented after all the following conditions are met: (1) Both the company’s H share class meeting and the A share class meeting passed a clause consistent with this proposal. Special resolutions with essentially the same content; (2) In accordance with the provisions of Chinese domestic laws and regulations, obtain all competent supervisory authorities (if applicable) approve; and (3) According to the notification procedures stipulated in the Company Law and the Articles of Association, the company shall not require the company to repay or provide security for any money owed to creditors, or if required by any creditor of the company If the Company repays or provides guarantees, the Company shall, at its sole discretion, have made repayments or provided guarantees in respect of such amounts. If the company decides to repay any amount to any creditor, the company will use internal funds to repay such amount. item. 4. After all relevant government departments in China approve the company’s repurchase of relevant shares and the above conditions are met, Authorize the board of directors to carry out the following matters: (1) Formulate and implement specific repurchase plans, including but not limited to repurchase price, repurchase quantity, etc., and decide Determine the repurchase timing, repurchase period, etc.; (2) In accordance with the provisions of the Company Law and other relevant laws, regulations and normative documents and the Articles of Association Notify creditors and make an announcement according to the regulations; (3) Open an overseas stock account and handle the corresponding foreign exchange change registration procedures; (4) According to the requirements of regulatory agencies and the stock exchange where the company’s shares are listed, perform relevant approvals, Filing procedures; (5) According to the phase