/WUXI APPTEC - [Overseas Regulatory Announcement - Corporate Governance Related Matters] — 2026032401427
NEWS

WUXI APPTEC - [Overseas Regulatory Announcement - Corporate Governance Related Matters] — 2026032401427

HKEXnews
2026/03/24[Overseas Regulatory Announcement - Corporate Governance Related Matters]

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just been published by the issuer in the Chinese section of this website, a corresponding version of which may or may not be published in this section

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 24, 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 Annual Shareholders Meeting, 2026 First A

Shareholders’ class meeting and the first H-share class meeting in 2026

other shareholders meeting

meeting materials

April 2026

Wuxi WuXi AppTec New Drug Development Co., Ltd.

Instructions for Shareholders Meeting

In order to safeguard the legitimate rights and interests of all shareholders, ensure that shareholders exercise their rights in accordance with the law, and ensure the

Normal order and efficiency of proceedings, according to the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission")

"Rules of Shareholders' Meetings of Listed Companies" and "Articles of Association of Wuxi AppTec New Drug Development Co., Ltd." "Wuxi WuXi AppTec New Drug Development Co., Ltd.’s Rules of Procedure for the Shareholders’ Meeting”, this Notice is specially formulated.

  1. The company has a board of directors office, which is specifically responsible for matters related to meeting procedures.

  2. During the meeting, all persons attending the meeting shall safeguard the legitimate rights and interests of shareholders and ensure the normal order of the meeting.

The principle is to improve the efficiency of deliberations, conscientiously exercise legal rights and perform legal duties.

  1. In order to ensure the solemnity and normal order of the shareholders’ meeting, except for the company shareholders (or other shareholders who attend the meeting in accordance with the law)

In addition to authorized representatives), directors, senior managers, witnessing lawyers and persons invited by the board of directors to attend the meeting, the company

We have the right to refuse admission to other people in accordance with the law.

  1. In order to timely and accurately count the number of shareholders attending the shareholders’ meeting and the number of shares with voting rights held,

Shareholders (or their authorized representatives) attending the meeting should follow the meeting registration procedures stated in the notice of the shareholders’ meeting.

Please complete the sign-in and registration procedures with the Board of Directors office before the meeting.

  1. Shareholders (or their authorized representatives) shall enjoy various rights and interests such as the right to speak, the right to consult and the right to vote in accordance with the law.

If a shareholder (or his authorized representative) requests to speak, he or she must register with the board of directors office before the shareholders’ meeting.

Register and fill in the shareholder question and speech registration form. It is necessary to accurately fill in the name of the shareholder, the number of shares held on the equity registration date and other relevant information.

Regarding information and content of questions and speeches, the company will make overall arrangements based on the shareholder’s question and speech registration form. The meeting time is

Limited, shareholders who are unable to speak at the meeting can contact the company’s board of directors office by phone, email, etc. after the meeting. Contact us and the company will carefully listen to shareholders’ suggestions and opinions. During the review process of the meeting, shareholders’ speeches should be related to this

It is carried out within the scope that is directly related to the resolution of the shareholders' meeting, involving the company's trade secrets, inside information or damage.

If questions or speeches are in the common interests of the company and shareholders, the host of the meeting or his designee has the right to ask shareholders to stop

spoke and refused to answer. During the voting at the shareholders' meeting, shareholders will no longer be allowed to speak.

  1. In order to ensure the rights and interests of each participating shareholder and shareholder representative, no one is allowed to speak within the scope of the shareholders’ meeting.

You may not conduct live broadcasts, audio recordings, video recordings or photos without authorization; in order to ensure the accuracy of external information, any information without the express permission of the company shall be

Yes, relevant pictures, audio recordings, videos and relevant meeting contents of the shareholders' meeting are not allowed to be released to the public media. Like stocks

If you are participating as a media reporter and have reporting needs, you must obtain the company’s notice in advance before publishing relevant reports. Definitely agree. During the meeting, please abide by the order of the venue and follow the arrangements of the meeting staff.

  1. Anyone who violates the above provisions, interferes with the normal order of the meeting, creates troubles or infringes upon the legitimate rights of other shareholders

For any behavior that is beneficial to the public, meeting staff or other relevant personnel of the company have the right to act in accordance with the "Rules of Shareholders' Meetings of Listed Companies" The relevant regulations require them to leave the venue or take corresponding measures to stop them, and report to the relevant departments for investigation and punishment in a timely manner.

Wuxi WuXi AppTec New Drug Development Co., Ltd.

2025 annual shareholders’ meeting, 2026 first A-share class meeting and

Agenda for the 2026 First H Shareholders Class Meeting

  1. Announce the start of the meeting

  2. Introduce meeting attendance, attendance and witnessing lawyers

  3. Elect shareholder representatives to participate in vote counting and supervision

  4. Consider the following proposals:

(1) 2025 Annual Shareholders Meeting

Non-cumulative voting motions:

  1. "Proposal on the 2025 Board of Directors Work Report"

  2. "Proposal on Renewal of Domestic and Foreign Accounting Firms in 2026"

  3. "Proposal on the Company's External Guarantee Amount for 2026"

  4. "Proposal on Approving the Quota for the Company's Foreign Exchange Hedging Business in 2026"

  5. "Proposal on the General Authorization for the Disposal of Listed and Tradable Shares Held by the Company"

  6. "Proposal on the Company's Profit Distribution Plan for 2025"

  7. "Proposal on Authorizing the Board of Directors to Formulate an Interim Dividend Plan"

  8. "Proposal on Changing the Company's Registered Capital and Amending the Company's Articles of Association"

  9. "About the Revision of Directors and Senior Management of Wuxi WuXi AppTec New Drug Development Co., Ltd."

Remuneration Management Measures>Proposal》

  1. "About the revision of the "Working System of Independent Directors of Wuxi WuXi AppTec New Drug Development Co., Ltd." Bill

  2. "Proposal on the Remuneration Plan for Directors of the Company"

  3. "About the review of the 2026 H-share award letter of Wuxi WuXi AppTec New Drug Development Co., Ltd."

Trust plan (draft)>Proposal》

  1. "Proposal on Authorizing the Board of Directors to Handle Matters Related to the 2026 H Share Award Trust Plan"

  2. "About the Modification of the 2025 H Share Award Letter of Wuxi WuXi AppTec New Drug Development Co., Ltd." Trust Plan>Proposal》

  3. "Proposal on the Direct Repurchase from the Trustee of the H Shares involved in the 2025 H Share Award Trust Plan"

case"

  1. "Proposal on Granting the Board of Directors General Authorization to Issuance of Additional A Shares and/or H Shares of the Company"

  2. "Proposal on Granting the Board of Directors a General Authorization to Repurchase the Company's A Shares and/or H Shares"

Cumulative voting motion:

  1. "Proposal on the General Election of Executive Directors and Non-executive Directors of the Fourth Board of Directors of the Company"

  2. "Proposal on the Company's General Election of Independent Directors of the Fourth Board of Directors"

The 2025 annual shareholders' meeting will also hear the "2025 Independent Directors' Work Report".

(2) The first A-share class meeting in 2026

  1. "Proposal on the Direct Repurchase from the Trustee of the H Shares Involved in the 2025 H Share Award Trust Plan"

case"

  1. "Proposal on Granting the Board of Directors a General Authorization to Repurchase the Company's A Shares and/or H Shares"

(3) The first H share class meeting in 2026

  1. "Proposal on the Direct Repurchase from the Trustee of the H Shares Involved in the 2025 H Share Award Trust Plan"

case"

  1. "Proposal on Granting the Board of Directors a General Authorization to Repurchase the Company's A Shares and/or H Shares"

  2. Shareholders (or shareholders’ authorized representatives) speak, ask questions and vote on meeting matters

  3. Announcement of voting results

  4. Read out the testimonial opinions

  5. Announce the end of the on-site meeting

Wuxi WuXi AppTec New Drug Development Co., Ltd.

2025 annual shareholders’ meeting, 2026 first A-share class meeting and

Table of Contents for the First H Shareholders Class Meeting in 2026

  1. "Proposal on the 2025 Board of Directors Work Report"

  2. "Proposal on Renewal of Domestic and Foreign Accounting Firms in 2026"

  3. "Proposal on the Company's External Guarantee Amount for 2026"

  4. "Proposal on Approving the Quota for the Company's Foreign Exchange Hedging Business in 2026"

  5. "Proposal on the General Authorization for the Disposal of Listed and Tradable Shares Held by the Company"

  6. "Proposal on the Company's Profit Distribution Plan for 2025"

  7. "Proposal on Authorizing the Board of Directors to Formulate an Interim Dividend Plan"

  8. "Proposal on Changing the Company's Registered Capital and Amending the Company's Articles of Association"

  9. "About the Revision" Directors and Senior Management of Wuxi WuXi AppTec New Drug Development Co., Ltd. Annual Salary Management Measures>Proposal》

  10. "About the revision of the "Working System of Independent Directors of Wuxi WuXi AppTec New Drug Development Co., Ltd."

Bill

  1. "Proposal on the Remuneration Plan for Directors of the Company"

  2. "About Review<Wuxi WuXi AppTec New Drug Development Co., Ltd. 2026 H Share Award

Trust Plan (Draft)>Proposal》

  1. "Proposal on Authorizing the Board of Directors to Handle Matters Related to the 2026 H Share Award Trust Plan"

  2. "About Modification of Wuxi WuXi AppTec New Drug Development Co., Ltd. 2025 H Share Award"

Trust Plan>Proposal》

  1. "About the Direct Repurchase from the Trustee of the H Shares involved in the 2025 H Share Award Trust Plan

Bill

  1. "Proposal on Granting the Board of Directors General Authorization to Issuance of Additional A Shares and/or H Shares of the Company"

  2. "Proposal on Granting the Board of Directors a General Authorization to Repurchase the Company's A Shares and/or H Shares"

  3. "Proposal on the General Election of Executive Directors and Non-executive Directors of the Fourth Board of Directors of the Company"

  4. "Proposal on the General Election of Independent Directors of the Fourth Board of Directors of the Company"

Non-cumulative voting motion

Proposal 1: Proposal on the 2025 Board of Directors Work Report

Dear shareholders and shareholder representatives:

According to the "Company Law of the People's Republic of China" and other relevant laws and regulations, the securities exchange in the place where the company's shares are listed

According to the listing rules of the Exchange and the Articles of Association of Wuxi WuXi AppTec New Drug Development Co., Ltd., Wuxi Pharmaceutical

The board of directors of Mingkangde New Drug Development Co., Ltd. (hereinafter referred to as the "Company") discussed the work situation in 2025

Kuang prepared the "2025 Board of Directors Work Report of Wuxi WuXi AppTec New Drug Development Co., Ltd." Please see the attachment for specific content.

Submit to the shareholders' meeting for consideration:

Agree with the "Wuxi WuXi AppTec New Drug Development Co., Ltd. 2025 Board of Directors Work Report"

Related content.

Please review.

Attachment: "Wuxi WuXi AppTec New Drug Development Co., Ltd. 2025 Board of Directors Work Report"

Attachments:

Wuxi WuXi AppTec New Drug Development Co., Ltd.

2025 Annual Board of Directors Work Report

The board of directors of Wuxi WuXi AppTec New Drug Development Co., Ltd. (hereinafter referred to as the "Company") will announce in 2025 (hereinafter referred to as the "reporting period") in strict accordance with the "Chapter of Wuxi WuXi AppTec New Drug Development Co., Ltd."

"Articles of Association" (hereinafter referred to as "Articles of Association") and "Wuxi WuXi AppTec New Drug Development Co., Ltd."

"Rules of Procedure for the Board of Directors" and other rules and regulations, fully implement and effectively implement the resolutions reviewed and approved by the shareholders' meeting

various decisions, actively perform the duties of the board of directors, and exercise the Company Law of the People's Republic of China (hereinafter referred to as

"Company Law") and the "Articles of Association" stipulate the responsibilities of the board of directors to continuously improve corporate governance level. The work report of the company’s board of directors in 2025 is now as follows:

  1. Company operations in 2025

(1) Revenue and Profit Overview

In 2025, the company will achieve operating income of 45,456,165,800 yuan, a year-on-year increase of 15.84%; The net profit of shareholders of listed companies was 19,150,582,400 yuan, a year-on-year increase of 102.65%;

The net profit of shareholders of the company after excluding non-recurring gains and losses was 13,240,557,000 yuan, a year-on-year increase of 32.56%.

(2) Main business situation

During the reporting period, the operating income of each business segment of the company is as follows:

Unit: RMB 10,000 Reporting segment Operating income in 2025 Operating income in 2024 Change ratio

chemical business 3,646,584.69 2,905,240.91 25.52% (WuXi Chemistry) Test business 404,170.10 386,064.65 4.69% (WuXi Testing) biology business 267,717.50 254,392.63 5.24% (WuXi Biology) Other business 23,610.08 30,976.37 -23.78% (Others) Discontinued business (Note 1) 203,534.20 347,468.57 -41.42% Total 4,545,616.58 3,924,143.14 15.84%

Note 1: According to the Accounting Standards for Business Enterprises, the company will have signed equity sale agreements and completed sales during this year or the comparative year.

Relevant businesses that are on sale or in the termination stage are classified as discontinued operations, and the data for the comparable periods are restated accordingly.

Note 2: The difference between the sum of individual items and the total in the above table is caused by rounding.

  1. Review of the main work of the Board of Directors in 2025

(1) Earnestly perform the work responsibilities of the board of directors and give full play to the board’s decision-making power on major matters

The company's board of directors strictly complies with the Company Law, the Securities Law of the People's Republic of China, and the governance of listed companies.

Guidelines and other relevant laws and regulations, the listing rules of the stock exchange where the company's shares are listed, and the Articles of Association

and other internal regulations and management systems, fully implement and effectively implement all decisions reviewed and approved by the shareholders’ meeting

regulations, actively perform the duties of the board of directors, and exercise the powers of the shareholders' meeting as stipulated in the "Company Law" and "Articles of Association"

In addition to other responsibilities, we shall review major matters in the company's business development in accordance with the law and make prudent decisions.

In 2025, the company's board of directors held 10 meetings, including 4 regular board meetings and 6 interim board meetings.

Board meetings, matters covering: (1) Related to the work of the Board of Directors, CEO and Co-CEOs

Proposals, including the work report of the board of directors, the work report of the CEO and co-CEOs; (2) Proposals related to regular reports, including annual reports, interim reports, and quarterly reports; (3) matters related to the company’s financial

Proposals related to financial management, including related transactions, external guarantees, renewal of domestic and foreign accounting firms, development

Foreign exchange hedging business, idle self-owned cash management, changes in accounting policies, internal control reports, and handling

Purchase of listed and tradable shares, plans to issue additional H shares, sell assets, etc.; (4) Repay shareholders and maintain peace

Proposals related to protecting market value, including annual, mid-term and special profit distribution plans, actions to improve quality, efficiency and return plans, share repurchase and cancellation, etc.; (5) Proposals related to corporate governance, including among wholly-owned subsidiaries

Equity transfer, environmental, social and governance reports, independence of independent directors, changes in registered capital and modifications

"Articles of Association", as well as "Rules of Procedure for Shareholders' Meeting", "Rules of Procedure for Board of Directors" and "Working System of Independent Directors"

", revision of the rules of procedure of special committees of the board of directors, etc.; (6) Matters related to directors, senior executives and employees

Proposals, including executive compensation plans, adjustment of members of special committees of the board of directors, change of board secretary, adoption of H-share award trust plan, etc.; (7) Other proposals submitted to the shareholders’ meeting to authorize the board of directors, including proposals submitted to the shareholders’ meeting

Authorize the board of directors to issue general authorization to issue additional A shares and/or H shares of the company, and request the shareholders’ meeting to authorize the board of directors to respond

A general mandate to purchase A shares and/or H shares of the company.

(2) Submit major matters to the shareholders’ meeting for review and strictly implement relevant resolutions of the company’s shareholders’ meeting

The company's board of directors shall act in accordance with the Company Law and other relevant laws and regulations, as well as the provisions of the stock exchange where the company's shares are listed.

The requirements of various internal regulations and management systems such as the Listing Rules and the Articles of Association have been conscientiously fulfilled.

The convener’s responsibility is to ensure that shareholders can exercise their rights in accordance with the law.

In 2025, the Board of Directors convened 5 shareholders’ meetings, including 3 shareholders’ meetings, 1 A-share class meeting and

1 H Share Class Meeting. The content of the review involves the by-election of independent directors, the work report of the board of directors, annual and

Special profit distribution plan, external guarantee, renewal of domestic and foreign accounting firms, development of foreign exchange hedging industry affairs, change the registered capital and amend the "Articles of Association", "Rules of Procedure for Shareholders' Meeting" and "Rules of Procedure for Board of Directors"

Amendments to the "Working System for Independent Directors" and the rules of procedure for special committees of the board of directors, the repurchase of A shares and the

Cancellation, 2025 H-share award trust plan, disposal of listed and tradable shares, and the need for shareholder approval

Relevant authorization proposals from the board of directors.

The company's board of directors can strictly implement the resolutions reviewed and approved by the shareholders' meeting and fully implement all resolutions.

resolution.

(3) Duty performance of each special committee of the board of directors

The Board of Directors has four special committees, namely Strategy Committee, Audit Committee, Remuneration and Appraisal Committee.

Committee and Nominating Committee. During the reporting period, the four special committees held a total of 13 meetings, as follows:

The Strategy Committee held a total of 5 meetings. According to the company's "Rules of Procedure of the Strategy Committee of the Board of Directors",

Mainly in terms of external guarantees, foreign exchange hedging business, cash management of idle self-owned funds, and repurchase of A shares

The company reviewed the shares and cancellation of shares, the plan to issue additional H shares, and the transfer of equity between wholly-owned subsidiaries.

The Audit Committee held a total of 4 meetings. According to the company’s “Rules of Procedure for the Audit Committee of the Board of Directors”,

Mainly regarding regular reports (including financial reports), renewal of domestic and foreign accounting firms, changes in accounting policies, internal

The departmental control report, audit committee performance report and other matters were reviewed.

The Remuneration and Appraisal Committee held a total of 3 meetings. According to the company's "Board of Directors Remuneration and Assessment Committee

"Rules of Procedure", which mainly reviewed the executive remuneration plan and the H-share award trust plan.

The Nomination Committee held a total of 1 meeting. According to the company’s “Rules of Procedure for the Nomination Committee of the Board of Directors”,

The proposal to change the secretary of the board of directors was considered.

Each special committee of the board of directors is responsible for supervising the company's operation and management and the performance within its scope from different aspects.

In relation to relevant matters, they actively performed relevant functions and provided professional suggestions to the Board of Directors.

(4) Performance of duties by the company’s independent directors

During their work in 2025, the company’s independent directors have always paid full attention to the company’s development strategy, proactively understood and Understand the company's operating status in depth, actively attend shareholder meetings, board of directors and special committee meetings, and carefully review

discussed various proposals and issued independent and professional opinions, and effectively fulfilled the obligations conferred by laws, regulations and the Articles of Association.

various responsibilities and obligations, prudently exercise the rights granted by the company and shareholders, and effectively protect all shareholders, especially

The legitimate rights and interests of small and medium-sized shareholders give full play to the supervisory and advisory role of independent directors in corporate governance. tools

For details on performance of duties, please refer to the "2025 Independent Directors' Duty Report".

(5) Ensure stable cash dividends in the long term and proactively implement share repurchase plans

While continuing to invest in technology and production capacity construction, the company implements active, sustained and stable profit distribution

policy, focusing on reasonable investment returns for investors and taking into account the company's sustainable development. Since 2018 on

Since its listing on the main board of the Shanghai Stock Exchange, the company has completed cash dividends totaling more than RMB 14 billion (including

special dividend and interim dividend for the first time in 2025), and will implement the estimated annual profit distribution in 2025

Approximately RMB 4.7 billion. The total amount of cash dividends distributed by the company every year reaches the net profit attributable to shareholders of the company for that year. 30% of the total, ranking first in the industry in both dividend ratio and amount.

In addition to cash dividends, in order to protect the company's value and shareholders' rights and interests, the company has completed

6 share repurchases and cancellations with a total value exceeding RMB 6 billion (including 5 A-share repurchases and cancellations in total) RMB 5 billion, and one H-share repurchase and cancellation is about HKD 1.3 billion). Between 2024 and 2025, the company has exhausted

A total of 108,907,494 shares have been repurchased and canceled, accounting for 3.7% of the company’s total share capital so far. The company’s buybacks and notes

Sales volume ranks among the top A-share listed companies. While demonstrating the company’s confidence, it also uses real money to maintain

Corporate Value and Shareholder Equity.

(6) Actively participate in compliance training to enhance directors’ awareness of listing compliance

In order to meet the requirements of listing supervision and strengthen the directors' ability to perform their duties, the company's board of directors, in accordance with the "Company Law" and other relevant laws and regulations, the listing rules of the stock exchange where the company’s shares are listed, and the Articles of Association, etc.

stipulates the internal regulations and management system, and actively participates in Jiangsu Securities Regulatory Bureau, Shanghai Stock Exchange and listed companies

Securities compliance training organized by associations and others to continuously improve their own securities compliance awareness and ensure that directors perform their duties in a standardized manner

sex. During the reporting period, the company organized multiple compliance trainings for directors, covering post-merger impairment of listed companies.

Testing - asset groups and regulatory requirements and international trends, compliance training for directors and senior executives, annual report preparation

System key points and precautions, climate change-related training, and anti-corruption training for directors, etc. In addition, the public The company also promptly updates the directors with the latest relevant documents including laws, regulations and regulatory requirements for reference and research.

conduct research to enhance the compliance awareness and duty performance capabilities of board members.

(7) Self-evaluation of the company’s internal controls

The goal of the company's internal control is to reasonably ensure the legal compliance of operation and management, asset safety, financial reporting and

Relevant information is true and complete, improving operating efficiency and effectiveness, and promoting the realization of development strategies.

Based on the identification of major deficiencies in the company's internal control over financial reporting, the basis for the internal control evaluation report

As of 2018, there were no major deficiencies in internal control over financial reporting. The board of directors believes that the company has complied with the internal control

The requirements of the regulatory system and related regulations maintain effective internal control over financial reporting in all material respects.

Based on the identification of major deficiencies in the company's internal control over non-financial reporting, the basis for the internal control evaluation report

On this day, the company found no major deficiencies in non-financial reporting internal control.

No internal control impact occurred between the base date of the internal control evaluation report and the issuance date of the internal control evaluation report.

Factors that determine the conclusion of the effectiveness evaluation of external controls.

(8) Evaluation of the independence of the board of directors

When appointing new independent directors, the company conducted a full investigation on the independence of the independent director candidates.

At the end of the reporting period, the independence of the current independent directors was confirmed again to confirm that the company’s independent directors met the requirements of

"Measures for the Administration of Independent Directors of Listed Companies" and "Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1" ——Standardize Operations" and other laws and regulations and the relevant independence requirements stipulated in the "Articles of Association", and have the ability to serve as public officials

Qualifications of independent directors of the company.

In addition, the company has developed a comprehensive and effective set of policies to ensure that the board of directors can obtain an independent perspective. The specific points and opinions are as follows: The company’s board of directors consists of 4 executive directors, 2 non-executive directors and 5 independent directors.

Make sure that the proportion of independent directors exceeds 1/3 of the board of directors and comply with the laws and regulations of the place where the listing is made.

request. The board of directors consists of the Strategy Committee, Audit Committee, Remuneration and Appraisal Committee and Nomination Committee.

Each committee has at least one independent director as a member, including the Audit Committee, Remuneration and Appraisal Committee

and the nomination committee are all chaired by independent directors, and independent directors constitute the majority of these committees

seats. Independent directors participate in the work of the above committees and attend shareholder meetings and board meetings to comprehensively

Pay attention to the company's development strategy, proactively understand and grasp the company's operating conditions, and carefully review every proposal.

and use special committee meetings and special meetings of independent directors to perform their duties on major matters. Independent directors do not enjoy performance-related remuneration, but receive a fixed independent salary based on a plan approved by the shareholders’ meeting.

Establishment director allowance. At the same time, the company allows independent directors to hire intermediaries or professionals to provide advice as needed.

meet and bear relevant reasonable expenses.

(9) Directors’ performance evaluation results and remuneration situation

The company's independent directors receive allowances, while non-executive directors do not receive remuneration. There are no assessment indicators for the aforementioned directors. Public

The executive directors of the company also serve as senior managers of the company, and they are carried out in accordance with the company’s senior management remuneration policy. management. The company has formulated assessment criteria for senior managers and conducts assessments accordingly. Company at the end of the reporting period

All senior managers have completed assessments based on relevant assessment criteria.

  1. Work plan of the company’s board of directors in 2026

In 2026, the company’s board of directors will continue to uphold the principle of being highly responsible to all shareholders and continue to optimize the company’s

We will improve the corporate governance structure, improve the level of standardized operations, and efficiently perform various responsibilities of the board of directors with an attitude of excellence.

The board of directors will further improve the quality and transparency of information disclosure and deepen communication with investors through diversified channels. communicate and interact, strengthen internal control and comprehensive risk management, and actively practice corporate social responsibilities, striving to achieve better results

Excellent operating performance rewards investors.

Proposal 2: Proposal on Re-appointment of Domestic and Foreign Accounting Firms for 2026

Dear shareholders and shareholder representatives:

According to Wuxi WuXi AppTec New Drug Development Co., Ltd. (hereinafter referred to as the "Company") 2024 The general meeting of shareholders reviewed and approved the appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP (Special General Partnership) as the company's 2025

Annual domestic financial report audit agency and internal control audit agency, and authorizes the board of directors to conduct

Determine the audit fees based on the amount. According to the aforementioned authorization and the 2025 Deloitte Touche Tohmatsu Certified Public Accountants LLP (Special Ordinary

partnership) and confirmed through consultation with Deloitte Touche Tohmatsu Certified Public Accountants LLP (Special General Partnership)

According to the confirmation, the company plans to pay the consolidated financial results of domestic listed companies to Deloitte Touche Tohmatsu Certified Public Accountants LLP (Special General Partnership). The audit fees for the financial statements totaled RMB 2.09 million, and the audit fees for internal control were RMB 600,000.

The total audit fees for consolidated financial statements and internal control audit fees of domestic listed companies in 2025 are compared with

There were changes in the previous year, which were caused by the company's sale of part of its overseas businesses, resulting in changes in the scope of the consolidated statements, and related audit work

amount decreases.

After deliberation at the company's 2024 annual shareholders' meeting, it was agreed to hire Deloitte Touche Tohmatsu Certified Public Accountants.

2025 overseas financial report audit institution, and authorizes the board of directors to determine audit fees based on its actual workload

Use. Based on the aforementioned authorization and the audit work of Deloitte Touche Tohmatsu Certified Public Accountants in 2025, and after consultation with

Deloitte · Guanhuang Chenfang Accounting Firm negotiated and confirmed that the company plans to pay Deloitte · Guanhuang Chenfang Accounting Firm for overseas listing. The audit fee for the municipal company's consolidated financial statements is RMB 1.55 million.

After a comprehensive evaluation by the Audit Committee of the Company’s Board of Directors, Deloitte Touche Tohmatsu Certified Public Accountants LLP (Special Ordinary)

Partnership) has the ability to continue to provide domestic audit-related services to the company, and it is recommended that the board of directors continue to hire Deloitte Huayong The accounting firm (special general partnership) is the company’s 2026 domestic consolidated financial report audit agency and

Internal control audit agency, with a one-year appointment period, and is submitted to the shareholders' meeting to authorize the board of directors in accordance with Deloitte Touche Tohmatsu

The audit fees are determined based on the actual workload of the firm (special general partnership); it is believed that Deloitte Touche Tohmatsu Certified Public Accountants

The bank has the ability to continue to provide overseas audit-related services to the company, and it is recommended that the board of directors continue to hire Deloitte Guan Huangchen

Accountant Fang is the company’s overseas consolidated financial report auditor for 2026, with a one-year appointment period and a proposal to the shareholders. Donghui authorizes the board of directors to determine audit fees based on the actual workload of Deloitte Touche Tohmatsu Certified Public Accountants.

Submit to the shareholders' meeting for consideration:

Agree to re-appoint Deloitte Touche Tohmatsu Certified Public Accountants LLP (Special General Partnership) as the company’s domestic partner in 2026

and a financial reporting audit agency and an internal control audit agency, with a term of one year, agreeing to authorize the board of directors to act in accordance with Deloitte

Huayong Accounting Firm (Special General Partnership) determines audit fees based on actual workload; agrees to renew Deloitte's appointment

•Guanhuang Chenfang Accountants is the company’s overseas consolidated financial report audit agency for 2026, with a one-year appointment period and the same

It is intended to authorize the board of directors to determine the audit fees based on the actual workload of Deloitte Touche Tohmatsu Certified Public Accountants.

Please review.

Proposal 3: Proposal on the company’s external guarantee limit for 2026

Dear shareholders and shareholder representatives:

According to the "Company Law of the People's Republic of China" and other relevant laws and regulations, the securities exchange in the place where the company's shares are listed Listing Rules of the Exchange, "Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operations"

As well as the Articles of Association of Wuxi WuXi AppTec New Drug Development Co., Ltd. and "Wuxi WuXi AppTec New Drug Development Co., Ltd."

Co., Ltd.'s External Guarantees and Provision of Financial Assistance Management System", in order to meet the requirements of Wuxi Wuxi AppTec New Drugs

Development Co., Ltd. (hereinafter referred to as the "Company") domestic and overseas subsidiaries (including

Including its subsidiaries (hereinafter referred to as "subsidiaries") for daily operations and business development needs, the company and Subsidiaries plan to provide subsidiaries with an asset-liability ratio of less than 70% (calculated based on the latest unaudited data).

Subsidiaries (including its subsidiaries) include Nantong WuXi AppTec Pharmaceutical Technology Co., Ltd., Changshu WuXi AppTec

New Drug Development Co., Ltd., WuXi AppTec (Shanghai) Pharmaceutical Research and Development Co., Ltd., WuXi AppTec New Drug Development Co., Ltd.

Development Co., Ltd., Suzhou WuXi AppTec New Drug Development Co., Ltd., Tianjin WuXi AppTec New Drug Development Co., Ltd.,

Chengdu WuXi AppTec New Drug Development Co., Ltd., WuXi AppTec (HongKong) Limited, WuXi AppTec International Holdings Limited provides an additional investment not exceeding RMB 15 billion or other equivalent value.

Coin guarantee. The guarantee limit is valid for 12 months from the date of approval at the 2025 Annual Shareholders Meeting or until 2026

The annual shareholder meeting will review and approve the external guarantee limit for 2027 (whichever is shorter).

The above guarantee authorization includes the amount of a single guarantee occurring within the validity period of the above guarantee exceeding the company's most recent period.

Guarantee of 10% of the net assets in the audited consolidated financial statements. The guarantee balance at any time during the validity period of the authorization

The amount shall not exceed the guarantee limit of RMB 15 billion or other equivalent foreign currency approved by the shareholders’ meeting. The balance of guarantee

The amount shall be based on the maximum balance of external guarantees on a single day, and shall not be calculated twice based on the amount incurred. Different subsidiaries (including income

(acquired or newly established subsidiaries), on the premise that the asset-liability ratio does not exceed 70%, they can be mutually transferred and used. The estimated amount of guarantee provided by the subsidiary. The aforementioned guarantees are all between the company and its subsidiaries or between different subsidiaries.

It occurs between companies, and the guarantee risk is controllable.

On the premise that the company's shareholders meeting approves the above-mentioned external guarantee amount, the company's finance department is further authorized to organize Implement relevant guarantee matters. If the company's subsidiaries provide guarantees to their subsidiaries, they must be approved as guarantees.

The party's subsidiaries perform their internal decision-making procedures.

For details, please refer to the company’s website on the Shanghai Stock Exchange on March 24, 2026 (www.sse.com.cn) and the "Announcement on the Company's External Guarantee Amount for 2026" disclosed by relevant designated media.

Submit to the shareholders' meeting for consideration:

  1. Agree with the above-mentioned company’s external guarantee limit plan for 2026;

  2. Agree to further authorize the company’s finance department to organize implementation.

Please review.

Proposal 4: Proposal on Approving the Company’s Foreign Exchange Hedging Business Quota in 2026

Dear shareholders and shareholder representatives:

According to the current business of Wuxi WuXi AppTec New Drug Development Co., Ltd. (hereinafter referred to as the "Company")

development situation and future development strategy. The company’s international business volume continues to increase, and the company’s foreign exchange position also increases accordingly. In addition, when exchange rates fluctuate greatly, exchange gains and losses may also have an impact on the company's operating results.

increase. In order to effectively avoid and prevent the adverse effects of large fluctuations in exchange rates on the company's operations, we reduce foreign exchange risks.

Under the condition of ensuring daily operating capital needs, the company and its subsidiaries within the scope of consolidated statements

(hereinafter referred to as "Subsidiaries") will continue to carry out forward foreign exchange settlement and sales and other businesses with banks in 2026.

Lock the exchange rate and reduce the impact of exchange rate fluctuations on the company's operating profits to actively respond to the uncertainty of the exchange rate market sex.

Considering the company’s export revenue level, the foreign exchange hedging carried out by the company and its subsidiaries in 2026

The total amount of hedging business shall not exceed US$9 billion or other equivalent foreign currencies (hereinafter referred to as "the foreign exchange hedging "Total business amount"), and the transaction amount at any point in time (including the related funds for re-trading the proceeds of the aforementioned transactions)

amount) shall not exceed the aforementioned amount. The foreign exchange hedging business to be carried out includes forward foreign exchange settlement and sales and other foreign exchange derivatives.

product business, with a term of 12 months from the date of review and approval at the company’s 2025 annual shareholders’ meeting or until 2026

The annual board of directors or shareholders meeting (depending on the approval authority at that time) will review and approve the implementation of foreign exchange hedging in 2027.

until the business limit (whichever is shorter). Within the validity period of the aforementioned quota and resolution, the funds can be recycled The specific amount shall be based on the highest balance of foreign exchange hedging in a single day, and shall not be double calculated based on the occurrence amount.

In order to regulate the foreign exchange derivatives trading business of the company and its subsidiaries and ensure the safety of the company’s assets, the company is requested to

On the premise of reviewing and approving this proposal, the company's shareholders meeting authorizes the board of directors, and the board of directors further authorizes the company The Finance Department develops foreign exchange derivatives based on business conditions and actual needs within the quota approved by the shareholders’ meeting.

Trading business work. All foreign exchange derivatives trading businesses of all subsidiaries must be reported to the company's finance department

After approval, and then further performing its own internal procedures, the relevant business can be implemented.

For details, please refer to the company’s website on the Shanghai Stock Exchange on March 24, 2026 (www.sse.com.cn)

and the "Announcement on Carrying out Foreign Exchange Hedging Business" disclosed by relevant designated media.

Submit to the shareholders' meeting for consideration:

  1. Agree with the foreign exchange hedging industry that the company and its subsidiaries will carry out with their own funds in 2026

The total amount of the business shall not exceed US$9 billion or its equivalent in other foreign currencies, and the period shall be reviewed by the company’s 2025 annual shareholders’ meeting.

12 months from the date of approval or until the 2026 annual board of directors or shareholders meeting (depending on the approval authority at that time) for review and approval until the date when the foreign exchange hedging business quota is exceeded in 2027 (whichever is shorter). In the aforementioned amount

And within the validity period of the resolution, the funds can be recycled. The specific amount is based on the highest balance of foreign exchange hedging in a single day.

Do not double count the amount incurred;

  1. Agree to authorize the board of directors, and the board of directors will further authorize the company's finance department to review and approve at the shareholders' meeting

Carry out foreign exchange derivatives trading business within the quota range based on business conditions and actual needs.

Please review.

Proposal 5: Proposal on the general authorization to dispose of the listed and tradable shares held by the company

Dear shareholders and shareholder representatives:

In order to better support Wuxi WuXi AppTec New Drug Development Co., Ltd. (hereinafter referred to as the "Company") business development, the company plans to timely choose the opportunity to dispose of the circulating and listed securities held by the company based on the conditions of the securities market.

For stocks of domestic and foreign listed companies, the total transaction amount for the sale of the above assets shall not exceed the company’s most recent audited vesting

The net assets of shareholders of the parent company are 18%, but considering the stock price fluctuations in the securities market, there may be gains on the stocks to be disposed of.

In terms of impact, the proceeds generated by the company from selling stock assets under the authorization to dispose of shares may reach the company's

The shareholders' meeting approves the scope of authority. In view of the unpredictable fluctuations in stock prices in the securities market, it is currently impossible to predict the 12 consecutive The specific impact of the profits generated from the disposal of such assets within a month on the company's performance is based on the principle of prudence.

The board of directors now submits the authorization to dispose of shares to the shareholders' meeting for review, and proposes that the shareholders' meeting authorizes the board of directors and agrees with the board of directors.

The board of directors further authorizes the chairman of the company and his further authorized persons to determine specific

individual disposal plan (including but not limited to determining the disposal object, sales price, quantity and method, etc.), the aforementioned authorization

The right is valid for 12 months from the date of the shareholders’ meeting reviewing and approving this proposal or until the 2026 annual meeting of the board of directors or The date on which the shareholders’ meeting (subject to the approval authority at that time) considers and approves the proposal to dispose of the listed and tradable shares held (whichever

Whichever is shorter).

Submit to the shareholders' meeting for consideration:

Agree to authorize the board of directors, and the board of directors shall further authorize the chairman of the company and his further authorized persons to

According to the conditions of the securities market, timely choose the opportunity to dispose of the company's shares of domestic and overseas listed companies that have been circulated and listed.

The total transaction amount for the sale of the above assets shall not exceed the company’s latest audited net assets attributable to shareholders of the parent company 18%, and determine the specific disposal plan. The validity period of the aforementioned authorization is from the date the shareholders’ meeting considers and approves this proposal.

12 months or until the 2026 annual board of directors or shareholders meeting (depending on the approval authority at that time) will review and approve the disposal of the shares held

to the date on which the listed and tradable shares are proposed (whichever is shorter).

Please review.

Proposal 6: Proposal on the company’s 2025 profit distribution plan

Dear shareholders and shareholder representatives:

Audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP (Special General Partnership), as of December 31, 2025, Wuxi WuXi AppTec New Drug Development Co., Ltd. (hereinafter referred to as the "Company") will achieve vesting in 2025

The net profit (on a consolidated basis) due to owners of the parent company was RMB 19,150,582,400.69. The parent company has not

The distributed profit was RMB 5,369,450,222.47. Cash dividend distribution based on the company's full year (annual and interim)

A shareholder return plan with a proportion of no less than 30%, excluding interim cash dividends completed in September 2025

The company has formulated the following annual profit distribution plan for 2025: RMB 1,033,027,357.60 (tax included):

The company plans to distribute a cash dividend of RMB 15.7927 (tax included) to all shareholders for every 10 shares. With eyes

Based on the calculation of the company's total share capital, a total cash dividend of RMB 4,712,158,162.18 (including tax) was distributed. except

The above-mentioned annual and interim dividends were paid, and the company will also complete a special dividend of RMB in May 2025. 1,009,797,833.10 yuan (tax included). The total cash dividend of the company in 2025 is RMB

6,754,983,352.88 yuan. In addition, during the year, the company implemented share repurchases and deregistered shares through centralized bidding.

RMB 2,000,004,795.52, the total amount of cash dividends and repurchase cancellation is RMB 8,754,988,148.40

Yuan, accounting for 45.72% of the net profit attributable to shareholders of listed companies for the year.

Before the equity registration date for equity distribution, the company has the right to profit distribution (i.e. deduct the amount in the company’s repurchase account).

If the total share capital of the shares (if any) changes, the distribution will be carried out according to the principle that the distribution amount per share remains unchanged.

Adjust the total allocation accordingly.

On the premise that the company's shareholders meeting approves the above profit distribution plan, further authorize the chairman or his

The authorized person shall be authorized to implement the above profit distribution plan in detail. Request to the shareholders' meeting to be handled by the chairman of the board of directors and his authorized persons

Authorize the above matters.

Submit to the shareholders' meeting for consideration:

Agree with the above profit distribution plan and agree to authorize the board of directors and its authorized persons to handle relevant matters. right.

Please review.

Proposal 7: Proposal on requesting the shareholders’ meeting to authorize the board of directors to formulate an interim dividend plan

Dear shareholders and shareholder representatives:

Wuxi WuXi AppTec New Drug Development Co., Ltd. (hereinafter referred to as the "Company") "Company Law of the Republic", "Guidelines on the Articles of Association of Listed Companies", "Guidelines on the Supervision of Listed Companies No. 3 - Listed Companies"

Cash Dividends", "Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operations" and other relevant

According to relevant laws, regulations, normative documents and the Articles of Association of Wuxi WuXi AppTec New Drug Development Co., Ltd.,

In order to further increase the frequency of dividend distribution and enhance the level of investor returns, in light of the actual situation of the company, the company’s board of directors

The shareholders' meeting is requested to authorize the board of directors to formulate and implement the company's 2026 mid-term dividend plan within the scope of authorization, The specific arrangements are as follows:

  1. The prerequisites for mid-term dividends are:

(1) The company’s current profit and accumulated undistributed profits are positive; (2) The company’s cash flow can meet the positive

requirements for normal operation and sustainable development.

  1. The upper limit of interim dividends is: no more than the net profit attributable to shareholders of the listed company for the current period.

  2. In order to simplify the dividend distribution procedure, the shareholders' meeting is submitted for approval and authorization. The board of directors shall comply with the resolution of the shareholders' meeting.

Formulate a specific mid-term dividend plan under the conditions of profit distribution:

(1) Authorization content: The shareholders’ meeting authorizes the board of directors to authorize the board of directors to meet the above-mentioned interim dividend conditions and upper limit restrictions.

Under the premise, demonstrate, formulate and implement the company's 2026 mid-term dividend plan.

(2) Authorization period: from the date this proposal is reviewed and approved by the 2025 Annual Shareholders Meeting to the company’s 2026

until the date of the annual shareholders’ meeting.

Submit to the shareholders' meeting for consideration:

Agree to authorize the above-mentioned related matters.

Please review.

Proposal 8: Proposal on changing the company’s registered capital and amending the company’s articles of association

Dear shareholders and shareholder representatives:

On September 30 and October 10, 2025, Wuxi WuXi AppTec New Drug Development Co., Ltd. (named (hereinafter referred to as the "Company") issued a total of 32,250,419 additional H shares due to the conversion of H-share convertible bonds.

According to the above changes in shares, the company’s registered capital was changed from 2,951,506,736 yuan to

2,983,757,155 yuan, and the total share capital was changed from 2,951,506,736 shares to 2,983,757,155 shares.

Based on the above-mentioned changes in the company’s registered capital and total share capital, the company plans to issue a

The relevant provisions of the Articles of Association of China Development Co., Ltd. (hereinafter referred to as the "Articles of Association") are revised as follows:

Before revision After revision

Article 6 The registered capital of the company is Article 6 The registered capital of the company is

2,951,506,736 yuan. 2,983,757,155 yuan.

Article 23… Article 23…

The company's capital structure is: ordinary shares The company's capital structure is: ordinary shares 2,951,506,736 shares, of which A-share holders hold 2,983,757,155 shares, of which A-share holders hold 2,473,280,246 shares, held by H share holders 2,473,280,246 shares, held by H share holders 478,226,490 shares. 510,476,909 shares.

Submit to the shareholders' meeting for consideration:

  1. Agree that the company’s registered capital will be changed from 2,951,506,736 yuan to 2,983,757,155 yuan, and the total share capital will be changed from 2,951,506,736 yuan to 2,983,757,155 yuan. 2,951,506,736 shares were changed to 2,983,757,155 shares;

  2. Agree to the above-mentioned amendments to the Articles of Association;

  3. Agree to authorize the board of directors, and the board of directors further authorizes the chairman of the company or his further authorization

Other persons handle the registration and filing of relevant industrial and commercial changes involving the company's registered capital and modifications to the Articles of Association.

and other matters.

Please review.

Proposal 9: Regarding the revision of the "Directors and Senior Management of Wuxi WuXi AppTec New Drug Development Co., Ltd."

Proposal on the Measures for the Management of Annual Remuneration of Personnel

Dear shareholders and shareholder representatives:

In order to further promote the company's standardized operations, in accordance with the "Corporate Governance Code for Listed Companies (Revised in October 2025)" and other regulations, combined with the actual situation of Wuxi WuXi AppTec New Drug Development Co., Ltd. (hereinafter referred to as the "Company")

situation, the company plans to revise the "Annual Report for Directors and Senior Management of Wuxi WuXi AppTec New Drug Development Co., Ltd."

"Remuneration Management Measures".

Please see the attachment for specific content.

Submit to the shareholders' meeting for consideration:

Agree with the annual remuneration of directors and senior managers of Wuxi WuXi AppTec New Drug Development Co., Ltd.

"Administration Measures" will be revised.

Please review.

Attachment: "Annual Remuneration of Directors and Senior Management of Wuxi WuXi AppTec New Drug Development Co., Ltd."

Management Measures

Attachments:

Wuxi WuXi AppTec New Drug Development Co., Ltd.

Annual Remuneration Management Measures for Directors and Senior Management

Article 1 In order to further improve the incentive and restraint mechanism for operators, fully mobilize Wuxi WuXi AppTec’s new drug development

The enthusiasm and creativity of the directors and senior managers of China Development Co., Ltd. (hereinafter referred to as the "Company") are reasonable and These measures are specially formulated to determine the income level and promote the stable and sustained growth of the company's operating efficiency.

Article 2 The term "directors" as mentioned in these Measures refers to all serving members of the company's board of directors, including executive directors, non-executive directors, and non-executive directors.

Executive Director and Independent Director. The term "senior managers" as mentioned in these Measures refers to the Company Law of the People's Republic of China

and the Articles of Association of Wuxi WuXi AppTec New Drug Development Co., Ltd. (hereinafter referred to as the "Articles of Association")

prescribed senior managers. Article 3 Remuneration Plan for Directors of the Company

  1. Executive Director: An executive director serves as a senior manager or other full-time position in the company and is involved in the company’s

The day-to-day operations of the business. Unless otherwise approved by the company's shareholders' meeting, the executive directors' remuneration shall be based on their duties in the company.

Determine and implement the company's salary management system, assessment and incentive plans applicable to the position held (while serving as the company's

The remuneration of the executive directors of the company’s senior management personnel is managed according to the remuneration of senior management personnel). In addition, the company does not Then pay additional director remuneration for the directorships held by the executive director at the same time;

  1. Non-executive directors: Non-executive directors do not belong to the company's management, nor are they independent directors of the company. except

Unless otherwise approved by the company's shareholders' meeting, the company will not pay director remuneration to non-executive directors;

  1. Independent directors: The company pays annual director allowances to independent directors. The specific amount of director allowances is determined by the company.

The company's shareholders meeting will review and decide. Article 4 The annual remuneration plan for the company’s senior managers shall be determined in accordance with the following principles and purposes:

  1. The principle of sharing hardships and sharing: senior managers and the company share business results, embodying honesty, dedication, and shared values.

A corporate culture of shared suffering.

  1. Incentive value creation principles: senior management income and performance contribution of the company, departments and individuals

Closely linked, the more value created, the more rewarded, and salary incentives are matched with value creation. 3. Principle of job value matching: Based on the strategic importance and commercial importance of the responsibilities of senior managers

Environmental and management complexity, risk responsibilities and other factors, refer to the company's development strategy, industry level and other factors, scientific

Evaluate and determine job value.

  1. Principles of internal fairness and collaboration: based on the company’s business development, taking into account incentives for employees to share hardships and share hardships

Distribution, as well as reasonable incentives for high value creators, are more reasonable and competitive than the market.

  1. Objective, impartial, open and fair assessment principles: assessment indicators are scientific and standardized, and the assessment subject and objective The company maintains a fair outlook, makes assessment standards and procedures public, and provides timely feedback on assessment results.

Article 5 The annual remuneration of senior managers as mentioned in these Measures includes basic remuneration, performance remuneration and mid-term and long-term remuneration.

period incentives, etc. In principle, the proportion of performance pay shall not be less than 5% of the total basic salary and performance pay.

ten.

Article 6 The Remuneration and Assessment Committee of the Company’s Board of Directors is responsible for formulating assessment standards for directors and senior managers. Accurate and conduct assessments, formulate and review remuneration policies and plans for directors and senior managers, and clarify the basis for determining remuneration.

The data and specific composition shall be submitted to the Board of Directors for review. The board of directors approves the senior management remuneration package. Shareholders meeting approves

Directors’ Compensation Package. Evaluate individual directors or discuss their reports before the board of directors or the remuneration and appraisal committee

When remuneration is paid, the director shall recuse himself.

The Human Resources Department is responsible for the specific organization and implementation of the remuneration plan reviewed and approved by the shareholders’ meeting and the board of directors, and assists the directors The Board of Directors’ Remuneration and Appraisal Committee conducts performance appraisals of directors and senior managers, as well as daily payment management of remuneration.

work.

Article 7 The company shall reasonably determine the directors, directors and directors based on industry level, development strategy, job value and other factors.

The salary distribution ratio between senior managers and ordinary employees will be promoted to key positions, production front lines and

Focus on the urgently needed high-level and highly skilled talents, and promote the improvement of the salary level of ordinary employees. Article 8 The company will be market-oriented and combine the company’s own operating conditions, strategic goals and human resources.

source strategy to establish the salary determination mechanism.

Article 9 Basic remuneration shall be paid monthly according to the approved amount; a certain proportion of performance remuneration shall be paid in the annual report and performance report.

Payment shall be made after performance evaluation, which shall be based on audited financial data. Deferred payment of performance-based compensation

The board of directors or the board of directors authorizes the remuneration and assessment committee of the board of directors to make arrangements based on the company’s annual operating conditions and risks. Control requirements and regulatory regulations shall be clarified in the senior management salary plan for the year and implemented accordingly.

Article 10 When a company retrospectively restates its financial report due to financial fraud or other misstatements, it shall promptly report to senior management

The performance remuneration and mid- and long-term incentive income of management personnel shall be re-evaluated and the excess payment part shall be recovered accordingly.

The company's senior managers violate their obligations and cause losses to the company, or commit financial fraud, misappropriation of funds, or illegal activities.

If the company is at fault for illegal activities such as regulating guarantees, the company shall reduce or stop the payment of unpaid goods according to the seriousness of the case.

Performance-based compensation and medium- and long-term incentive income shall be verified by the Remuneration and Appraisal Committee of the Board of Directors and the severity of the circumstances shall be verified.

The amount to be recovered is determined and the Human Resources Department is responsible for executing the recovery work.

Article 11 The formulation and revision of these Measures will take effect after being reviewed and approved by the company’s shareholders’ meeting, and will be retroactive to 2026. Effective from January 1, 2019. After this method is reviewed and approved by the shareholders’ meeting, it will be organized by the Remuneration and Appraisal Committee of the Board of Directors.

The assessment is implemented, and the remuneration and assessment committee of the board of directors, except for matters clearly decided by the shareholders’ meeting and the board of directors,

The Board of Directors has full authority to implement other senior management remuneration management matters stipulated in these Measures. At the same time, in accordance with the company's "Directors"

The responsibilities and authority specified in the Rules of Procedure of the Remuneration and Appraisal Committee will further regulate matters related to the remuneration of senior management personnel.

Suitable for daily management and decision-making. Article 12 The company’s board of directors is responsible for interpreting these regulations.

Proposal 10: Regarding the revision of the "Working System for Independent Directors of Wuxi WuXi AppTec New Drug Development Co., Ltd."

motion

Dear shareholders and shareholder representatives:

In order to further promote the company's standardized operations, and in conjunction with Wuxi WuXi AppTec New Drug Development Co., Ltd. (hereinafter referred to as the "Company") actual situation, the company plans to amend the "Wuxi WuXi AppTec New Drug Development Co., Ltd.

Working System of Independent Directors of the Company".

Please see the attachment for specific content.

Submit to the shareholders' meeting for consideration:

Agree to revise the "Working System for Independent Directors of Wuxi WuXi AppTec New Drug Development Co., Ltd."

Please review.

Attachment: "Working System of Independent Directors of Wuxi WuXi AppTec New Drug Development Co., Ltd."

Attachments:

Wuxi WuXi AppTec New Drug Development Co., Ltd.

Independent director work system

Chapter 1 General Provisions

Article 1 In order to further improve Wuxi WuXi AppTec New Drug Development Co., Ltd. (hereinafter referred to as "Company")'s corporate governance structure and the company's board of directors structure, strengthen the supervision of internal directors and senior managers

restrain and supervise the members, protect the interests of small and medium-sized shareholders and stakeholders, and promote the company's standards

Operations, in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Listed Companies

Governance Code", "Administrative Measures for Independent Directors of Listed Companies" (hereinafter referred to as "Independent Director Measures"), "Shanghai

Municipal Corporate Governance Code", "Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Norms Operations", "Guidelines for the Performance of Duties of Independent Directors of Listed Companies", "Securities Listing on the Stock Exchange of Hong Kong Limited"

Rules" (hereinafter referred to as the "Hong Kong Listing Rules") and the Wuxi WuXi AppTec New Drug Development Co., Ltd.

This system is specially formulated in accordance with the relevant provisions of the Articles of Association of the Company (hereinafter referred to as the "Articles of Association").

Article 2 The company shall establish an independent director system.

(1) Independent directors refer to those who do not hold other positions in the company other than directors and are closely related to the company and its There is no direct or indirect interest relationship between major shareholders and actual controllers, or other matters that may affect them.

Directors who make independent and objective judgments about relationships.

(2) Independent directors have obligations of integrity and diligence to the company and all shareholders. Independent directors should

In accordance with relevant laws and regulations, the listing rules of the stock exchange where the company’s shares are listed, and the Articles of Association

and the requirements of this system, conscientiously perform their duties, and play a role in decision-making, supervision, checks and balances, and professionalism in the board of directors It serves as an industry consulting company, safeguards the overall interests of the company, and protects the legitimate rights and interests of small and medium-sized shareholders. Independent directors should independently

perform their duties independently and are not subject to the company’s major shareholders, actual controllers, or others who have an interest in the company.

The influence of related units or individuals. In principle, independent directors can serve as independent directors in up to three domestic listed companies.

directors, and ensure that sufficient time and energy are available to effectively perform the duties of independent directors.

(3) The company appoints appropriate personnel as independent directors. Among them: at least one accounting major Personnel (those who are nominated as independent director candidates as accounting professionals should have rich experience

Professional accounting knowledge and experience, and meet at least one of the following conditions: 1. Have the qualification of a certified public accountant; 2.

Have a senior professional title, associate professor or above, or a doctorate in accounting, auditing or financial management

degree; 3. Have a senior professional title in economic management and major in accounting, auditing or financial management, etc.

professional position with more than 5 years of full-time work experience); at least one independent director usually resides in Hong Kong. company

The board of directors shall include at least one third of independent directors, and the number of independent directors shall be no less than three. name.

(4) An independent director does not meet the conditions for independence or is otherwise unfit to perform his duties as an independent director

situation, which results in the company's number of independent directors failing to meet the requirements of this system, the company shall

Replenish the number of independent directors.

(5) Independent directors and persons intending to serve as independent directors shall comply with the provisions of the China Securities Regulatory Commission According to the requirements of the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission"), participate in the meetings organized by the China Securities Regulatory Commission and its authorized institutions.

Organizational training.

(6) The company implements a lead independent director system, and is elected with the consent of half of the independent directors.

A lead independent director. The lead independent director should not communicate with other board members about their role and shareholders

The channels overlap, but they must complement and cooperate with each other. The main responsibilities of the lead independent director include:

  1. Convene and chair special meetings of independent directors, and report to the board of directors and/or chairman of the board of directors when appropriate

reflect relevant opinions;

  1. Ensure that independent directors actively participate in board meetings and activities and represent independence when necessary

Directors communicate and coordinate with other directors on the board of directors and senior management personnel of the company;

  1. Convene and organize independent directors to conduct on-site investigations of the company;
  2. As a communication channel between independent directors and small and medium-sized shareholders, it can respond to issues raised by shareholders in a timely manner

Check with listed companies;

  1. If the regular communication channels with the chairman or senior management personnel of the company are blocked or insufficient, their

Other directors and shareholders may communicate through the lead independent director;

  1. Liaise with the chairmen of each board committee to understand how each committee is performing its duties;
  2. Laws, administrative regulations, departmental rules, normative documents, and securities transactions in the place where the company’s shares are listed

Other duties required by the Exchange’s listing rules.

Chapter 2 Qualifications and