/WUXI APPTEC - Wuxi WuXi AppTec New Drug Development Co., Ltd. Summary Announcement of the 2026 A-Share Employee Stock Ownership Plan (Draft)
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WUXI APPTEC - Wuxi WuXi AppTec New Drug Development Co., Ltd. Summary Announcement of the 2026 A-Share Employee Stock Ownership Plan (Draft)

HKEXnews
2026/08/03[Overseas Regulatory Announcement - Other]

WUXI APPTEC - Wuxi WuXi AppTec New Drug Development Co., Ltd. Summary Announcement of the 2026 A-Share Employee Stock Ownership Plan (Draft)

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, August 3, 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 2026-032

Wuxi WuXi AppTec New Drug Development Co., Ltd.

Summary Announcement of the 2026 A-Share Employee Stock Ownership Plan (Draft)

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.

or major omissions, and shall bear legal responsibility for the authenticity, accuracy and completeness of its content.

Important content reminder:

Expected participants in the Employee Stock Ownership Plan Expected scope of participants: managers and core technical backbones Scope and number of people Estimated number of participants: no more than 4,000 people Participation of directors and senior executives in the subscription Whether any directors and senior executives participated in the subscription □ Yes  No

□Employee salary: _____________ □Self-raised funds:_____________ Funding sources and regulations of the employee stock ownership plan Others: The funding source of the employee stock ownership plan provides the company with Model long-term incentive fund, that is, the company manages compensation-related It is stipulated that the total amount of special incentive funds accrued shall not exceed

1,000,002,891.48 yuan The company repurchases shares: expected to not exceed 9,701,231 shares □Secondary market purchase:_____________ Employee stock ownership plan share sources and forecasts □Subscription for stocks issued to specific objects: __________ Planning scale □Voluntary gift from shareholders: _____________ □Other methods:_____________ 103.08 yuan/share Determination method: Repurchasing shares in a special account for the company The average price of the employee stock ownership plan transfer price shall not be lower than 1, 20, 60. 50% of the company’s average stock trading price in 120 trading days the higher of Employee stock ownership plan duration Duration: 60 months Whether the employee stock ownership plan sets performance  Yes No Assessment indicators Proportion of reserved shares No reserved shares

  1. Purpose of Employee Stock Ownership Plan

Currently, competition in the global pharmaceutical R&D services market is becoming increasingly fierce. Wuxi WuXi AppTec New Drug Development Co., Ltd.

The company (hereinafter referred to as "WuXi AppTec" or the "Company") has been affected by the company's overall

changes in laws and regulations, industrial policies, political and economic environments or changes in international relations in countries and regions where global business is located

The objective impact of globalization is that it faces unprecedented challenges brought about by changes in international policies. In this increasingly complex country

Under the international environment, in order to further enhance the cohesion of core employees and the core competitiveness of the company, the company implements the company's "Sharing Wealth and Suffering"

The core values of "enjoyment" deeply bind the interests of employees with the company's global development goals and guide company management.

The personnel and core technical backbone focus on long-term value creation to ensure the steady advancement and development of the company's globalization strategy. To fully realize the long-term sustainable development goals, the company shall comply with the Company Law of the People’s Republic of China (hereinafter referred to as

(referred to as "Company Law"), "Securities Law of the People's Republic of China" (hereinafter referred to as "Securities Law"), "About the

Guiding Opinions on the Implementation of Pilot Employee Stock Ownership Plans by Shanghai Municipal Companies (hereinafter referred to as the "Guiding Opinions"), Shanghai Securities

Self-regulatory Guidelines for Listed Companies on the Stock Exchange No. 1 - Standardized Operations (hereinafter referred to as "Self-regulatory Guidelines")

"") as well as other laws, administrative regulations, rules, normative documents and "Wuxi WuXi AppTec New Drug Development Co., Ltd. (hereinafter referred to as the "Articles of Association"), formulated the "Wuxi WuXi AppTec New Drug Development

Co., Ltd. 2026 A-share Employee Stock Ownership Plan (Draft)" (hereinafter referred to as the "Draft Plan",

"Employee Stock Ownership Plan (Draft)").

  1. Basic principles of employee stock ownership plans

(1) Principles of legal compliance

The company will implement the employee stock ownership plan in strict accordance with the provisions of laws and administrative regulations, and the procedures will be true and

Implement information disclosure accurately, completely and timely. No one may use the employee stock ownership plan to engage in insider trading,

Securities fraud such as manipulation of the securities market.

(2) Principle of voluntary participation

This employee stock ownership plan follows the principle of voluntary participation by employees, and does not include apportionment, forced distribution, etc. Situations that force employee participation.

(3) Principle of own risk

Holders of this employee stock ownership plan are responsible for their own profits and losses, bear their own risks, and have equal rights and interests with other investors.

  1. Participants and determination criteria of the employee stock ownership plan

(1) Criteria for determining participants

The company complies with relevant laws and regulations such as the Company Law, Securities Law, Guiding Opinions, and Self-Regulatory Guidelines.

Administrative regulations, rules, normative documents and the relevant provisions of the Articles of Association, combined with the actual situation, ensure that

The list of participants for this employee stock ownership plan has been determined. Qualified employees shall comply with laws and regulations, participate voluntarily,

Participate in this employee stock ownership plan at your own risk.

(2) Scope of participants

The participants in this employee stock ownership plan are companies (including wholly-owned or controlled subsidiaries of the company, the same below in this paragraph)

The total number of management personnel and core technical backbones does not exceed 4,000, accounting for approximately the total number of employees of the company (as of

June 30, 2026) 11.24% of 35,584 people. All participants must be employed in the company and belong to Employees who have signed a formal labor contract with the company (excluding labor services, third-party employment relationships, etc.).

Participants in this employee stock ownership plan do not include company directors, senior managers and other company related parties.

(3) List of participants and distribution of shares

This employee stock ownership plan uses "shares" as the unit, and each share is 1 yuan. The shares of this employee stock ownership plan

The upper limit is 1,000,002,891.48 shares. The specific holding shares of the holders of this employee stock ownership plan are detailed in the table below

(Calculated based on the upper limit of shares):

Proposed shares to be granted Number of shares to be held Proportion of shares held by employees Position (shares) (shares) Proportion of the plan Management personnel and core technical backbones (not exceeding 1,000,002,891.48 9,701,231 100% 4,000 people) Total 1,000,002,891.48 9,701,231 100%

  1. Funding sources, stock sources, scale and subscription price of the employee stock ownership plan

(1) Source of funds

The source of funds for this employee stock ownership plan is the long-term incentive fund drawn by the company, that is, the company based on the salary ratio

The total amount of special incentive funds set aside according to relevant management regulations shall not exceed 1,000,002,891.48 yuan.

(2) Source of stocks

The stock source of this employee stock ownership plan is the company's A shares repurchased by the company's special repurchase account.

The company held the third meeting of the fourth board of directors on June 9, 2026, and reviewed and approved the "About 2026

Proposal to repurchase the company's A shares through centralized bidding transactions", agreeing to use its own funds to conduct centralized bidding

The transaction method is to repurchase the company's A shares for use in the employee stock ownership plan. The total amount of funds for this repurchase is RMB 10

billion, and the repurchase price shall not exceed RMB 156.95/share (inclusive). On June 25, 2026, the company completed the implementation of

After completing this share repurchase plan, a total of 9,701,231 A shares were repurchased through centralized bidding transactions.

The highest purchase price is RMB 118.48 per share, the lowest repurchase price is RMB 95.11 per share, and the average repurchase price is RMB

The price is RMB 103.08 per share, and the total funds used are RMB 1,000,008,218.79 (excluding transaction fees).

(3) Subscription price and determination method

The employee stock ownership plan purchases the company’s A shares repurchased through the company’s special securities account for repurchase. is 103.08 yuan/share, which is the average price of the repurchased shares in the company’s special repurchase account, and is not less than the following

Whichever price is higher:

  1. The average trading price of the company’s stock on the 1 trading day before the announcement of this draft plan (the average stock trading price on the previous 1 trading day) 50% of the total transaction volume/total stock transaction volume on the previous trading day), which is 64.27 yuan per share;

  2. The average trading price of the company’s stock in the 20 trading days before the announcement of this draft plan (the trading price in the first 20 trading days

50% of the total amount/total stock trading volume in the previous 20 trading days), which is 62.34 yuan per share;

  1. The average trading price of the company’s stock in the 60 trading days before the announcement of this draft plan (the average price of the company’s stock in the first 60 trading days)

50% of the total transaction volume/total stock transaction volume in the previous 60 trading days), which is 57.14 yuan per share;

  1. The average trading price of the company’s stock in the 120 trading days before the announcement of this draft plan (the average trading price in the first 120 trading days)

50% of the total transaction volume/total stock transaction volume in the previous 120 trading days), which is 53.94 yuan per share.

From the date of announcement of this draft plan to the transfer of the underlying stocks of this employee stock ownership plan to this employee stock ownership plan

Before the company is named, if the company has matters such as converting capital reserves to increase share capital, distributing stock dividends, stock splits, stock reductions, etc.,

From the date when the stock price becomes ex-rights and ex-dividend, the company's board of directors can decide whether to make corresponding adjustments to the purchase price. If

If the company's board of directors decides to adjust the purchase price, the adjustment method is as follows:

  1. Convert capital reserves to share capital, distribute stock dividends, and split shares

P=P÷(1+n)

Among them: P is the purchase price before adjustment; n is the capital reserve per share converted into share capital and the distribution of stock dividends.

Profit, share split ratio; P is the adjusted purchase price.

  1. Stock reduction

P=P÷n

Among them: P is the purchase price before adjustment; n is the reduction ratio; P is the purchase price after adjustment.

The price at which this employee stock ownership plan purchases the company's repurchased shares is based on the following considerations:

  1. Combining the company's operating conditions with the purpose of strengthening the company's management personnel and core technical backbone team building

Purpose, on the basis of complying with relevant policies and regulations, and then forming an effective and feasible plan that matches the company’s actual situation.

action plan;

  1. While determining the purchase price, this employee stock ownership plan also establishes corresponding company performance evaluation and

The personal performance appraisal system is conducive to long-term service of managers and core technical backbones, and promotes the company's sustainability

development;

  1. This employee stock ownership plan is designed to improve the corporate governance mechanism, enhance the overall value of the company, and ensure that the company

The company's management personnel and core technical backbones are deeply bound to the company's long-term growth value.

The purchase price of this employee stock ownership plan meets the company’s actual incentive needs and can further stimulate the company’s management The self-motivation and creativity of management personnel and core technical backbones are promoted to promote the sustainable and stable development of the company's performance without compromising the performance of the company.

It is reasonable and scientific to harm the rights and interests of the company and small and medium shareholders.

(4) Scale

The total number of shares in this employee stock ownership plan shall not exceed 9,701,231 shares, and the total number shall not exceed the number of shares publicly available at the time of the announcement of this draft plan.

0.33% of the company’s total share capital. This employee stock ownership plan uses "share" as the unit, and each share is 1 yuan.

The share limit of the employee stock ownership plan is 1,000,002,891.48 shares.

This employee stock ownership plan complies with the China Securities Regulatory Commission's "On the Implementation of Employee Stock Ownership in Listed Companies"

Guiding Opinions on the Plan Pilot" and other regulatory regulations have requirements for the company and individual employee shareholding scale: the company's entire

The total number of shares held by all valid employee stock ownership plans shall not exceed 10% of the company's total share capital. The total number of shares corresponding to the share rights obtained by a single employee shall not exceed 1% of the company's total share capital. employees

The total number of shares held by the stock ownership plan does not include shares received by employees before the company’s initial public offering.

shares, shares purchased through the secondary market and shares obtained through equity incentives. Such as relevant laws and regulations

If the policies, regulations, rules and normative documents change the requirements for the scale of the employee stock ownership plan, the employee stock ownership plan shall

The scale of the stock plan will be adjusted accordingly according to the changed laws, administrative regulations, rules and normative document requirements.

  1. Duration, lock-in period and assessment requirements of the employee stock ownership plan

(1) Duration

  1. The duration of this employee stock ownership plan is 60 months, starting from the company’s announcement of the last underlying stock transfer

Calculated from the date when the employee stock ownership plan is named. If the employee stock ownership plan expires and is not extended,

Self-termination.

  1. One month before the expiration of the employee stock ownership plan, or the company’s stock is suspended from trading and the window period is short.

When circumstances such as this result in the inability to sell all the underlying stocks held by the employee stock ownership plan before the expiration of the duration,

Approved by a majority of more than 50% (excluding 50%) of the shares held by all holders who participated in the voting and submitted to the company Upon approval by the board of directors, the duration of the employee stock ownership plan can be extended.

  1. After the lock-in period of the employee stock ownership plan expires and before the expiration of the duration, when the assets of the employee stock ownership plan are all

Monetary assets, this employee stock ownership plan can be terminated early.

  1. The company should disclose an indicative announcement six months before the expiration of the employee stock ownership plan, stating that

The number of underlying shares held by the expiring employee stock ownership plan and its proportion to the company's total share capital.

(2) Lock-up period

The lock-up periods for the underlying stocks obtained under this employee stock ownership plan are 12 months, 24 months, 36 months, and 48 months respectively. Months, calculated from the date when the company announces the transfer of the last underlying stock to the name of this employee stock ownership plan. each

After the lock-up period expires, the employee stock ownership plan will be unlocked in four phases, with the proportion of underlying stocks unlocked in each phase being 25%,

25%, 25%, 25%.

During each lock-in period, the corresponding shares and corresponding stocks of the employee stock ownership plan are not allowed to be traded, including

But it is not limited to transfer, mortgage/pledge, use to provide loans, provide guarantees, etc. in each lock

During the period, the underlying stocks obtained under the employee stock ownership plan were due to the company’s stock bonuses, conversion of capital reserve funds into share capital, etc.

Shares acquired as a result of such circumstances should also comply with the above-mentioned share locking and unlocking arrangements.

The lock-in period of this employee stock ownership plan is set based on the principle of equivalence between incentives and constraints. On the basis of legal compliance,

The setting of the lock-in period can fully motivate employees and at the same time create corresponding constraints on employees, thus making it more effective.

To unify the interests of the holders and the company and its shareholders, achieve the purpose of this employee stock ownership plan, and promote the company

further development.

This employee stock ownership plan will strictly abide by market transaction rules and comply with the China Securities Regulatory Commission,

The Shanghai Stock Exchange and the Stock Exchange of Hong Kong Limited regarding the prohibition of buying and selling stocks during the information sensitive period

It stipulates that no company stock can be bought or sold during the information-sensitive period. Such as future relevant laws, administrative regulations, rules and regulations

If the normative document changes, the new requirements shall prevail.

(3) Assessment requirements

  1. Company-level performance appraisal

The shares held by this employee stock ownership plan and the corresponding vesting of the underlying stocks shall be based on the company's performance evaluation in 2026.

After verification and confirmation, the specific requirements are as follows: (1) The company’s operating income in 2026 will reach 53 billion yuan or more, and the employee

The shares held under the stock ownership plan and the corresponding underlying stocks can be 100% vested; (2) The company’s operating income in 2026 will reach

to 51.3 billion yuan or above but less than 53 billion yuan, the shares held by this employee stock ownership plan and its corresponding underlying stocks 60% can be attributed; (3) The company’s operating income in 2026 does not reach 51.3 billion yuan, and the share held by this employee stock ownership plan

and its corresponding underlying stocks shall not be vested. The above non-attributable shares held by the employee stock ownership plan and their corresponding

The underlying stocks will be recovered by the management committee free of charge and may be processed as follows: (1) The company shall comply with relevant laws and regulations

It is required to repurchase and cancel at 0 yuan; (2) Process it according to the latest laws and regulations at that time.

  1. Individual level performance appraisal

The holders of this employee stock ownership plan have vested shares of this employee stock ownership plan and their corresponding underlying stocks must At each unlocking point, the final unlockable shares are determined based on the personal performance appraisal results of the previous year, that is, the shares held

A person’s actual unlockable share in the current period = the holder’s planned unlocked share in the current period × personal performance appraisal result coefficient. a

If the personal performance appraisal result is B- (or its equivalent appraisal result) or above, the personal performance appraisal result coefficient

is 100%; if the personal performance appraisal result is B- or below, the personal performance appraisal result coefficient is 0. The above shall not

The unlocked shares held under the employee stock ownership plan and their corresponding underlying stocks will be recovered by the management committee free of charge and may The following processing will be done: (1) The company will repurchase and cancel at 0 yuan in accordance with relevant laws and regulations; (2) According to the latest

comply with the requirements of new laws and regulations.

  1. How to participate in the stock ownership plan when the company is financing during the duration of the company

During the duration of the employee stock ownership plan, when the company raises funds through allotment of shares, additional issuance, convertible bonds, etc., the management

The management committee decides whether to participate in financing and funding solutions.

  1. Management model of employee stock ownership plan

After the establishment of this employee stock ownership plan, it adopts a self-management model for management. Inside this employee stock ownership plan The highest authority of management is the meeting of shareholders. The holders’ meeting elects the Management Committee and authorizes the Management Committee

As the daily management organization of the employee stock ownership plan, the committee exercises shareholder rights on behalf of the holders and effectively protects employees.

The legitimate rights and interests of the holders of the industrial stock ownership plan.

(1) Holders’ meeting

Participants in this employee stock ownership plan will become employee stockholders after confirming their shareholdings in the employee stock ownership plan. The shareholders' meeting is the highest authority for the internal management of the employee stock ownership plan.

  1. Rights and powers of holders’ meeting

(1) Elect and remove members of the management committee;

(2) To review the changes, termination, extension of duration and early termination of the employee stock ownership plan, the employee Unless otherwise agreed in the shareholding plan;

(3) Authorize the management committee to conduct daily management of the employee stock ownership plan;

(4) Authorize the Management Committee to amend the "Wuxi WuXi AppTec New Drug Development Co., Ltd. 2026A"

"Measures for the Administration of Employee Stock Ownership Plans" (hereinafter referred to as "Measures for the Administration of Employee Stock Ownership Plans");

(5) Authorize the management committee to exercise asset management responsibilities of the employee stock ownership plan, including but not limited to liability

Responsible for managing the assets of the employee stock ownership plan (including cash assets) and selling them according to the unlocking status after the expiration of each lock-in period.

Company stocks and other matters;

(6) Authorize the management committee to control the rights and interests of holders in accordance with the relevant provisions of the "Employee Stock Ownership Plan (Draft)"

Disposal, including changes in holder's shares, disqualification of holders, and disqualified holders' holdings

Disposal matters of shares, recovery of shares and corresponding income distribution arrangements, etc.;

(7) Authorize the management committee to exercise shareholder rights;

(8) Authorize the management committee to determine that during the duration of the employee stock ownership plan, the company will

When converting corporate bonds and other methods of financing, whether to participate in the employee stock ownership plan and the specific participation plan;

(9) Other matters stipulated by laws and regulations or that the management committee deems necessary to convene a holders’ meeting for consideration;

(10) The employee stock ownership plan and the employee stock ownership plan stipulated in relevant laws, regulations and normative documents

Other powers that may be exercised by the Human Rights Council.

The exercise of the above-mentioned powers shall be subject to the approval of the Board of Directors,

If the matter is reviewed and approved by the shareholders' meeting, it shall be submitted to the board of directors and shareholders' meeting after the relevant matters are reviewed and approved by the shareholders' meeting.

Deliberation.

  1. Convening and holding procedures of holders’ meeting

The first shareholders’ meeting shall be convened and chaired by the person in charge of the company’s human resources department or his/her designee. The subsequent holders’ meeting shall be convened by the Management Committee and chaired by the Chairman of the Management Committee. Chairman of the Management Committee

If unable to perform his duties, he shall designate a member of the management committee to take charge.

To convene a holders’ meeting, the convener of the meeting should notify the meeting at least 3 days in advance by direct delivery, Submit to all holders by mail, electronic communication, email or other means. Notice of meeting should be sent to

Include at least the following:

(1) Time and place of meeting;

(2) Reasons and topics of the meeting;

(3) Meeting materials necessary for the meeting;

(4) Date of issuance of notice.

In case of emergency, the convener of the meeting may verbally notify the convening of a meeting of holders at any time.

The above notification time limits shall again apply. Oral notification should at least include the above items 1 and 2 and the reasons for

Instructions that the urgent situation requires a meeting of holders as soon as possible.

The holders' meeting can be held on site, via telephone conference, video conference, communication voting, online voting, etc.

Ceremony held. Holders may attend the holders' meeting and vote in person, or authorize an agent in writing to vote on their behalf.

sit and vote. The travel expenses, food and accommodation expenses, etc. incurred by the holder and his/her agent to attend the holder’s meeting shall be borne by the holder.

Someone takes it upon themselves.

  1. Voting procedures for holders’ meeting

(1) After each proposal has been fully reviewed by the holder, the holder is invited to submit it in accordance with the provisions of the meeting notice.

The voting method and voting period shall be determined. The voting methods are on-site written voting and communication written voting (including

Valid voting methods such as email, fax, etc.) or online voting;

(2) Holders exercise voting rights with their shares of the employee stock ownership plan, and each unit employee

Shareholding plan shares have one voting right, and the holders’ meeting shall adopt a registered vote;

(3) The holder’s voting intention is divided into consent and opposition. Holders attending the meeting should choose from the above intentions

If one choice is made, no choice is made, or two intentions are chosen at the same time, the voting results will not be counted. holder in table

If voting is conducted after the counting of voting results or after the prescribed voting time limit has expired, the voting status will not be counted.

Their voting shares will not be calculated into the total number of shares held by holders participating in voting;

(4) More than 50% (excluding 50%) of the shares held by all holders participating in the voting for each proposal

If the majority agrees, it will be deemed to be passed by voting, forming a valid resolution of the holders’ meeting;

(5) Matters to be considered by the shareholders’ meeting must be submitted to the company’s board of directors or shareholders’ meeting for review, and must be carried out in accordance with the relevant

The regulations and the Articles of Association shall be submitted to the company's board of directors and shareholders' meeting for review;

(6) Holders who individually or collectively hold more than 30% of the shares of the employee stock ownership plan may lodge a petition with the holder. To submit a temporary proposal, the temporary proposal must be submitted to the convener of the meeting 3 days before the holders’ meeting.

The convener shall issue a supplementary notice of the meeting after receiving the temporary proposal and before the holders' meeting, but the temporary

Exceptions will be made if the content of the proposal violates laws, administrative regulations or does not fall within the scope of the holders' meeting.

(2) Management Committee

This employee stock ownership plan has a management committee, which is the daily management organization of the employee stock ownership plan.

The share plan is responsible for exercising shareholder rights on behalf of the holders.

  1. Procedure for the selection and appointment of the Management Committee

The management committee consists of 3 members, including a director of the management committee. Members of the Management Committee are composed of

Some people are elected by the meeting. The Chairman of the Management Committee shall be elected by a majority of all members of the Management Committee.

The term of office of the members of the Management Committee shall be the duration of the employee stock ownership plan.

  1. Obligations of members of the Management Committee

Members of the management committee shall abide by laws, administrative regulations and the "Measures for the Administration of Employee Stock Ownership Plans"

According to regulations, the employee stock ownership plan has the following loyalty obligations:

(1) You shall not take advantage of your position to accept bribes or other illegal income, or misappropriate employee stock ownership plans.

property;

(2) No funds from employee stock ownership plans may be misappropriated;

(3) Without the consent of the holders’ meeting, the assets or funds of the employee stock ownership plan shall not be transferred in his or her own name.

Open an account and store it in the name of another person or other individual;

(4) Without the consent of the holders’ meeting, the funds of the employee stock ownership plan shall not be loaned to others or used as employee shares. The property of the industrial stock ownership plan provides guarantee for others;

(5) Shall not use his authority to harm the interests of employee stock ownership plans;

(6) Business secrets related to employee stock ownership plans shall not be disclosed without authorization.

If a member of the management committee violates the above duties, the holders' meeting has the right to remove him or her from the position of member and give him a If the employee stock ownership plan causes losses, the company shall also be liable for compensation.

  1. Responsibilities exercised by the Management Committee

(1) Responsible for convening holders’ meetings;

(2) Conduct daily management of the employee stock ownership plan on behalf of all shareholders;

(3) Revise the "Measures for the Administration of Employee Stock Ownership Plans";

(4) Responsible for managing the account assets of the employee stock ownership plan;

(5) On behalf of all shareholders, exercise the shareholder rights of the company shares held by the employee stock ownership plan (including

But it is not limited to the right to participate in the company's cash dividends, bonus shares, transfer of shares, allotment of shares, allotment of bonds, etc.);

(6) Handle all matters concerning the locking and unlocking of stocks purchased under the employee stock ownership plan;

(7) Manage the distribution of rights and interests of the employee stock ownership plan. After the expiration of each lock-in period of the employee stock ownership plan, the

Lock situation, decide or designate personnel to be responsible for the sale, distribution and other related matters of the underlying stocks;

(8) Dispose of the rights and interests of holders in accordance with the relevant provisions of the "Employee Stock Ownership Plan (Draft)", including Changes in holder's shares, disqualification of holders and disposal of shares held by disqualified holders,

Matters such as share recovery and corresponding income distribution arrangements;

(9) Determine whether the company will use allotment, additional issuance, convertible corporate bonds, etc. during the duration of the employee stock ownership plan. When financing, whether to participate in the employee stock ownership plan and the specific participation plan;

(10) Manage the list of holders, handle the registration and inheritance registration of shares in the employee stock ownership plan, etc.;

(11) Other duties authorized by the holders’ meeting;

(12) The employee stock ownership plan and relevant laws, regulations and normative documents shall be determined by the management committee.

Other duties performed.

  1. Functions and powers of the Chairman of the Management Committee

(1) Preside over holders’ meetings and convene and preside over management committee meetings;

(2) Supervise and inspect the implementation of resolutions of the holders’ meeting and management committee;

(3) Other powers granted by the Management Committee.

If the chairman of the management committee fails or is unable to perform his duties, he shall be elected by other members of the management committee. One member shall exercise the powers of the director.

  1. Procedure for convening the Management Committee

The Management Committee holds meetings from time to time, convened by the Chairman of the Management Committee, and shall notify the meeting 3 days before the meeting.

Notify all members of the Management Committee, and if all members of the Management Committee unanimously agree on the voting matters, they may

held and voted in the form of a meeting. The meeting notice includes the following:

(1) Meeting date and location;

(2) Reasons and topics of the meeting;

(3) Meeting materials necessary for the meeting;

(4) Date of issuance of notice.

The above notification time limit may be waived with the consent of all members of the Management Committee. The situation is urgent and needs to be convened as soon as possible

For emergency meetings of the Management Committee, meeting notices may be issued at any time by telephone or other oral means, but The convener should make an explanation at the meeting.

  1. Convening and voting procedures of the Management Committee

(1) Management committee meetings must be attended by more than half of the management committee members;

(2) Resolutions made by the Management Committee must be approved by more than half of all members of the Management Committee;

(3) Voting on resolutions of the Management Committee shall be based on one person, one vote;

(4) The voting method for the resolutions of the Management Committee shall be a registered vote. Management committee meeting in safeguard management

On the premise that the members of the management committee have fully expressed their opinions, they can conduct the meeting and make resolutions by communication or other means.

And signed by the participating management committee members;

(5) Meetings of the Management Committee shall be attended by members of the Management Committee in person; members of the Management Committee shall

Therefore, if you are unable to attend, you may entrust another member of the Management Committee in writing to attend on your behalf.

The name of the agent, matters of agency, scope and validity period of authorization, and shall be signed or stamped by the principal. out on behalf of

The members of the Management Committee who attend the meeting shall exercise the powers of the Management Committee members within the scope of authorization. management committee

If a committee member fails to attend a meeting of the Management Committee or appoints a representative to attend, he shall be deemed to have given up his/her participation in the meeting. voting rights;

(6) The Management Committee shall formulate a resolution on the matters discussed at the meeting, and the members of the Management Committee shall

When signing the meeting resolution.

(3) Specific matters authorized by the company’s shareholders’ meeting to the board of directors

In order to ensure the implementation of the employee stock ownership plan, after the employee stock ownership plan is reviewed and approved by the shareholders' meeting, the shareholders' meeting

Authorize the board of directors to have full authority to handle matters related to the employee stock ownership plan, including but not limited to the following matters:

  1. Authorize the board of directors to handle all matters necessary for the establishment and implementation of the employee stock ownership plan, including but not Applications are limited to the Shanghai Stock Exchange and the Shanghai Branch of China Securities Depository and Clearing Co., Ltd.

Apply for registration and settlement business, sign contracts or agreement documents related to the employee stock ownership plan, etc.;

  1. Authorize the board of directors to amend the employee stock ownership plan;

  2. Authorize the board of directors to decide on the changes and termination of the employee stock ownership plan, including but not limited to the draft of this plan.

stock sources, capital sources, management models as agreed in the case, as well as additional holders, basis for determining holders, holding

Matters such as the standard number of subscribed shares, early termination of the employee stock ownership plan;

  1. Authorize the board of directors to decide on the extension and early termination of the employee stock ownership plan;

  2. Authorize the board of directors to review the resolutions passed and submitted by the employee stock ownership plan holders’ meeting;

  3. After the employee stock ownership plan is reviewed and approved by the shareholders’ meeting, if the relevant laws, regulations, and

If the policy changes, the company's board of directors is authorized to make corresponding adjustments to the employee stock ownership plan in accordance with the new policy;

  1. Authorize the board of directors to explain the draft plan;

  2. Authorize the board of directors to handle all matters concerning the locking and unlocking of stocks held by the employee stock ownership plan;

  3. Authorize the board of directors to entrust the management committee to handle the locking, unlocking and settlement of employee stock ownership plan stocks.

All matters related to sale and distribution after lock-up;

  1. Authorize the board of directors to approve and handle matters related to the repurchase and cancellation of stocks held by the employee stock ownership plan

appropriate;

  1. Handle matters within the scope permitted by laws, administrative regulations, rules, normative documents and the Articles of Association.

handle other matters related to the employee stock ownership plan, but the relevant documents clearly stipulate that the rights must be exercised by the shareholders’ meeting

Except profit.

The above authorization is valid from the date when the company’s shareholders meeting approves the employee stock ownership plan to the date when the employee stock ownership plan is

until the date of completion of the implementation of the share plan.

  1. Asset composition and equity distribution of employee stock ownership plan

(1) Asset composition

  1. Equity corresponding to company stocks: Equity corresponding to the underlying stocks held by the employee stock ownership plan.

  2. Cash deposits, accrued bank interest and other assets.

  3. Assets formed from other investments in the employee stock ownership plan.

The assets of the employee stock ownership plan are independent of the company's inherent assets and the personal assets of the management committee members.

The company and management committee members shall not embezzle or misappropriate the assets of the employee stock ownership plan or use any other form to

The assets of the employee stock ownership plan are mixed with the assets of the company and the personal assets of the members of the management committee. Due to employee stock ownership plan

Property and income obtained from the management, use or other circumstances shall be included in the assets of the employee stock ownership plan.

(2) Disposal of shares after the expiration of the employee stock ownership plan

  1. After the lock-in period of the employee stock ownership plan expires and before the expiration of the survival period, when the employee stock ownership plan holds After all the underlying stocks are sold (when the assets held by the employee stock ownership plan are all monetary assets), the employee stock ownership plan

Plan can be terminated early.

  1. One month before the expiration of the employee stock ownership plan, or due to suspension of trading of the company’s stocks or a longer window period

Short-term circumstances result in the inability to sell all the underlying stocks held by the employee stock ownership plan before the expiration of the duration.

At that time, it must be approved and submitted by a majority of more than 50% (excluding 50%) of the shares held by all holders participating in the voting.

Upon review and approval by the company's board of directors, the duration of the employee stock ownership plan can be extended.

  1. After the expiration of the duration of the employee stock ownership plan, if the underlying stocks held by the employee stock ownership plan are not fully

The management committee will determine the specific disposal measures if the property is sold partially.

(3) The possession and use of the share rights and interests obtained by the employee stock ownership plan by the holders of the employee stock ownership plan.

Arrangement of rights of use, income and disposal

  1. Holders of this employee stock ownership plan shall enjoy the rights to this employee stock ownership plan according to the actual shares held in accordance with the draft of this plan.

The rights of shareholders of the underlying stocks held by the employee stock ownership plan, including but not limited to dividend rights, allotment rights, and conversion rights

portions etc.

  1. During the duration of the employee stock ownership plan, in addition to laws, administrative regulations, rules and normative documents,

Unless otherwise specified or with the consent of the management committee, the holder’s shares of the employee stock ownership plan may not withdraw or withdraw without authorization.

Transfer or use for mortgage, pledge, guarantee, debt repayment or other similar disposal.

  1. During the lock-up period of the employee stock ownership plan, the holder shall not claim the rights and interests of the employee stock ownership plan.

Make allocations.

  1. During the lock-in period of this employee stock ownership plan, due to the company’s capital reserve converting into share capital and issuing stocks, In the event of dividends, allotment of shares, convertible bonds, etc., the shares newly acquired by the employee stock ownership plan due to holding company shares

are locked together and may not be sold or otherwise transferred in the secondary market. The lock-up period of these stocks is the same as the corresponding

Stocks are the same.

After the expiration of each lock-in period, according to the unlocking situation, the management committee shall decide or designate personnel before legal compliance.

Provided that the company’s stocks corresponding to the unlocked shares of the employee stock ownership plan will be sold as soon as possible and as soon as feasible, and

After deducting relevant taxes and amounts payable under the employee stock ownership plan (if any) in accordance with the law,

Allocate shares in proportion to shareholding plan shares. If there are remaining unallocated underlying stocks, the Management Committee will

The disposal method shall be determined before the expiration of the employee stock ownership plan’s duration.

  1. During the duration of the employee stock ownership plan, when the company pays dividends, the employee stock ownership plan does not vest.

Shares do not enjoy the company stock cash dividends corresponding to such shares, which will be handled by the company in accordance with legal compliance principles;

The employee stock ownership plan has been vested with unlocked shares, and the holders of these shares are not entitled to the corresponding company stock cash dividends.

Profits will be handled by the company in accordance with legal compliance principles; the company stocks corresponding to the unlocked shares of the employee stock ownership plan

Cash dividends shall be determined by the management committee or designated personnel after deducting relevant taxes and employee stock ownership plan obligations in accordance with the law.

After payment (if any) is made, it will be distributed in proportion to the shares of the employee stock ownership plan held by such share holders.

  1. During the duration of the employee stock ownership plan, when the company raises funds through allotment of shares, additional issuance, convertible bonds, etc.,

The management committee will decide whether to participate in financing and the specific participation plan.

  1. When the duration of the employee stock ownership plan expires or is terminated early, the management committee shall

The authorization of the meeting shall be liquidated within 30 working days from the date of expiry or termination, and the shares held by the holder shall be

Allocate shares in proportion to the shareholding plan shares.

  1. If other unagreed matters occur, the method of disposal of the holder’s shares of the employee stock ownership plan

Determined by the Management Committee.

  1. The respective rights and obligations of the company and the holders of the employee stock ownership plan

(1) Rights and obligations of the company

  1. The company’s rights

(1) Supervise the operation of the employee stock ownership plan and safeguard the interests of holders;

(2) Dispose of holders’ rights and interests in accordance with the relevant provisions of this employee stock ownership plan;

(3) In accordance with the provisions of national tax regulations, the relevant taxes payable by the employee stock ownership plan shall be withheld and paid.

fee;

(4) Other rights stipulated in laws, administrative regulations, rules, normative documents or this employee stock ownership plan Profit.

  1. The company’s obligations

(1) Fulfill the information disclosure obligations regarding the employee stock ownership plan in a true, accurate, complete and timely manner;

(2) Open and cancel securities accounts, capital accounts, etc. for this employee stock ownership plan in accordance with relevant regulations;

(3) Laws, administrative regulations, rules, normative documents or other obligations stipulated in the employee stock ownership plan

service.

(2) Rights and obligations of holders

  1. Rights of the holder

(1) Participate or appoint its agent to attend the holders’ meeting and exercise corresponding voting rights;

(2) According to the provisions of this draft plan, you will enjoy the benefits of the employee stock ownership plan according to the shares held in the employee stock ownership plan.

rights and interests of the project;

(3) The holder gives up the voting rights of the underlying stocks indirectly held by participating in the employee stock ownership plan.

The management board is authorized to exercise the shares of the company on behalf of all shareholders and the shares held by the employee stock ownership plan

East rights;

(4) Supervise the management of the employee stock ownership plan and make suggestions or inquiries;

(5) Other rights stipulated in laws, administrative regulations, rules, normative documents or this employee stock ownership plan

Profit.

  1. Obligations of holders

(1) Comply with laws, administrative regulations, rules, normative documents and the relevant provisions of the employee stock ownership plan

determined;

(2) Bear investment risks according to the shares of the employee stock ownership plan held;

(3) Comply with the resolutions of the holders’ meeting and the “Management Measures for Employee Stock Ownership Plans”;

(4) Unless otherwise provided by laws, administrative regulations, rules and normative documents, or with the approval of the Management Committee

Unexpectedly, the shares held by the holder of the employee stock ownership plan may not be withdrawn, transferred, or used for mortgage, pledge, or

Guarantee, repay debts or make other similar dispositions;

(5) During the lock-in period, no requirements are allowed to distribute the assets of the employee stock ownership plan;

(6) The holder shall be responsible for the state and other related taxes required to participate in this employee stock ownership plan.

Corresponding taxes and fees (if any) stipulated by laws and regulations;

(7) Give up the voting rights to indirectly hold company stocks due to participation in this employee stock ownership plan;

(8) Other obligations stipulated in laws, administrative regulations, rules, normative documents and this employee stock ownership plan

service.

  1. Changes and termination of employee stock ownership plans

(1) Changes to employee stock ownership plans

  1. One month before the expiration of the employee stock ownership plan, or due to suspension of trading of the company’s stocks or a shorter window period

Short-term circumstances result in the inability to sell all the underlying stocks held by the employee stock ownership plan before the expiration of the duration.

At that time, it must be approved and submitted by a majority of more than 50% (excluding 50%) of the shares held by all holders participating in the voting.

Upon review and approval by the company's board of directors, the duration of the employee stock ownership plan can be extended.

  1. Except for the above-mentioned extension of the duration, during the duration of the employee stock ownership plan, the employee continues to

Changes to the stock plan must be approved by a majority of more than 50% (excluding 50%) of the shares held by all holders participating in the vote.

It can only be implemented after being agreed and submitted to the company's board of directors for review and approval.

(2) The holder of the employee stock ownership plan resigns, retires, dies, or is no longer suitable to participate in other circumstances.

Methods for disposal of equity interests in shares held under circumstances such as stock plan

  1. If one of the following situations occurs, the holder’s unlocked shares of the employee stock ownership plan and its corresponding underlying

There will be no change in the shares of the employee stock ownership plan, and the holder’s unvested, vested and ununlocked shares of the employee stock ownership plan and their corresponding

The underlying stock is invalidated:

(1) The holder is incompetent for his or her job;

(2) The holder violates the law, violates professional ethics, or leaks company confidential information;

(3) The holder has neglected or dereliction of duty or seriously violated the company’s system;

(4) Cause damage to the company’s interests or reputation;

(5) The company terminates the labor contract or employment agreement with the holder due to any of the above reasons.

  1. The holder no longer meets the qualifications for participation as stipulated in the draft plan or becomes the subject of relevant laws,

If the holder cannot continue to participate in the employee stock ownership plan as stipulated in administrative regulations, rules and normative documents, the holder

The unlocked shares of the employee stock ownership plan and their corresponding underlying stocks will not change.

The shares of the employee stock ownership plan that have not been unlocked and their corresponding underlying stocks will be invalidated.

  1. If one of the following situations occurs, the holder’s unlocked shares of the employee stock ownership plan and its corresponding underlying

There will be no change in the shares of the employee stock ownership plan, and the holder’s unvested, vested and ununlocked shares of the employee stock ownership plan and their corresponding

The underlying stock is invalidated:

(1) The holder leaves the company due to resignation, layoff, expiration or termination of the labor contract or employment agreement;

(2) The holder retires normally in accordance with national regulations;

(3) The holder is declared bankrupt or insolvent, or reaches any settlement agreement with its creditors;

(4) The holder is unable to devote all his time and energy to the company’s business during the labor relationship,

or is unable to be diligent and responsible for the development of the company’s business and interests;

(5) The holder violates the labor contract or employment agreement signed with the company or any violation of the company's obligations and failed to perform duties diligently to the company.

  1. If the holder loses the ability to work due to a work-related injury and terminates the labor relationship with the company, the holder will not be vested.

The shares of the employee stock ownership plan and the corresponding underlying stocks are invalidated and the holder has unlocked the employee stock ownership plan. The plan shares and their corresponding underlying stocks will not change, and the holders have vested the unlocked shares of the employee stock ownership plan.

The amount and its corresponding underlying stocks will continue to be valid, and personal performance appraisal requirements will be exempted.

  1. In the event of death of the holder, the handling shall be as follows:

(1) If the holder’s rank is director or above, the holder’s unvested share of the employee stock ownership plan and

The corresponding underlying stocks are invalidated and the holder’s unlocked shares of the employee stock ownership plan and their corresponding underlying stocks are invalid.

There will be no change in the votes, and the holder’s vested and unlocked shares of the employee stock ownership plan and its corresponding underlying stocks can be exempted. There is no need for personal performance appraisal and it will be unlocked immediately. The unlocking time is the day of death or the latest trading day.

After locking up, the company will be sold immediately and the proceeds will be released as soon as feasible.

(2) If the holder’s rank is below director (excluding director) and dies due to work-related injury, the holder is not vested The shares of the employee stock ownership plan and the corresponding underlying stocks are invalidated and the holder has unlocked the employee stock ownership plan.

The plan shares and their corresponding underlying stocks will not change, and the holders have vested the unlocked shares of the employee stock ownership plan.

The amount and its corresponding underlying stocks can be exempted from personal performance appraisal requirements and unlocked immediately. The unlocking time is the date of death.

days or the latest trading day, after unlocking, the company will sell immediately and release the proceeds as soon as feasible.

(3) If the holder has a rank below director (excluding director) and dies due to non-work injury, the holder has been

The locked shares of the employee stock ownership plan and their corresponding underlying stocks will not change.

The unlocked employee stock ownership plan shares and their corresponding underlying stocks are invalidated.

  1. The shares held by the above-mentioned invalid employee stock ownership plan and their corresponding underlying stocks shall be determined by the management committee.

It will be recovered free of charge and can be processed as follows: (1) The company will repurchase and cancel it at 0 yuan in accordance with relevant laws and regulations;

(2) Process according to the latest laws and regulations at that time.

  1. Other unspecified situations shall be determined by the management committee and determined how to deal with them.

(3) Termination of employee stock ownership plan

  1. The employee stock ownership plan will terminate automatically upon expiration of its duration.

  2. After the lock-in period of the employee stock ownership plan expires and before the expiration of the survival period, when the employee stock ownership plan holds After all the underlying stocks are sold (when the assets held by the employee stock ownership plan are all monetary assets), the employee stock ownership plan

Plan can be terminated early.

  1. Except for the above-mentioned voluntary termination and early termination, during the duration of the employee stock ownership plan, the final It must be approved and submitted by a majority of more than 50% (excluding 50%) of the shares held by all holders participating in the voting.

Approved by the company's board of directors.

  1. Procedures for implementing employee stock ownership plans

(1) The employee stock ownership plan shall be reviewed and approved by the board of directors. The board of directors reviews the employee stock ownership plan

, directors related to the employee stock ownership plan shall abstain from voting. The company should promptly announce the board of directors’ decision

discuss the summary of the draft plan and disclose the full text of the draft employee stock ownership plan on the website of the Shanghai Stock Exchange. Opinions of the Remuneration and Appraisal Committee of the Board of Directors.

(2) The Remuneration and Appraisal Committee of the Board of Directors will evaluate whether the employee stock ownership plan is conducive to the company’s continued development.

development, whether there is harm to the interests of the company and all shareholders, whether there is any forced distribution, etc. to express opinions on the situation of restricting employees to participate in this employee stock ownership plan.

(3) The company hires a law firm to discuss whether the employee stock ownership plan and related matters are legal and compliant.

Whether the necessary decision-making and approval procedures have been performed, and whether the relevant laws and regulations and Shanghai Stock Exchange regulations have been followed Issue legal opinions on fulfilling information disclosure obligations, and hold shareholders’ meetings to review the employee stock ownership plan

Legal opinions will be announced before the meeting.

(4) The company will fully implement the employee stock ownership plan proposed by the company’s board of directors through legal and compliance procedures.

Solicit employees' opinions and promptly disclose the opinions solicitation status and relevant resolutions.

(5) The shareholders’ meeting will vote using a combination of on-site voting and online voting.

The employee stock ownership plan can be implemented if more than half of the valid voting rights held by the non-affiliated shareholders of the Eastern Conference are approved.

(6) The company shall have 2 trading days from the date when the underlying stocks are transferred to the name of this employee stock ownership plan. Within the period of time, the time and quantity of the underlying stocks obtained shall be disclosed in a timely manner.

(7) Other matters that need to be performed in accordance with the provisions of the China Securities Regulatory Commission and Shanghai Stock Exchange

program.

  1. Other important matters

(1) There is no consistent action between this employee stock ownership plan and the company’s directors, senior managers and other related parties of the company

arrangement, and there is no concerted action plan. This employee stock ownership plan will give up its holdings of stocks during its existence.

voting rights at the shareholders’ meeting.

(2) Accounting treatment of employee stock ownership plans

According to the provisions of "Accounting Standards for Business Enterprises No. 11 - Share-based Payment": complete the services within the waiting period or

Equity-settled share-based payment that is exercisable only when specified performance conditions are met in exchange for employee services, during the waiting period On each balance sheet date within the period, the best estimate of the number of exercisable equity instruments shall be based on the

The fair value of the equity instrument on the grant date shall include the services obtained in the current period into relevant costs or expenses and capital reserves.

The employee stock ownership plan fees will be calculated during the lock-in period in accordance with the relevant accounting standards and accounting systems. Amortization is carried out and included in relevant expenses, and the capital reserve is increased accordingly. The actual expenses that need to be amortized will be based on this

Confirm the situation after the completion of the transfer of the underlying stocks under the long-term shareholding plan. The company will, in accordance with the regulations of the Shanghai Stock Exchange,

Fulfill information disclosure obligations in a timely manner.

Announcement is hereby made.

Board of Directors of Wuxi WuXi AppTec New Drug Development Co., Ltd.

August 4, 2026