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WuXi AppTec Co., Ltd. — Proxy Solicitation & Information Statement 2025
Sep 2, 2025
50548_rns_2025-09-02_65471e0b-f290-42d3-9302-bab62c5cd0c9.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.
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希明康德
WuXi AppTec
WUXI APPTEC CO., LTD.*
無錫藥明康德新藥開發股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2359)
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
Notice is hereby given that the extraordinary general meeting (the "EGM") of WuXi AppTec Co., Ltd.* (無錫藥明康德新藥開發股份有限公司) (the "Company") will be held at Renaissance Shanghai Pudong Hotel, 719 Yingchun Road, Pudong New Area, Shanghai, China on Tuesday, September 23, 2025 at 2:30 p.m. for the following purposes of considering and, if deemed appropriate, approving the following resolutions. In this notice, unless the context otherwise requires, capitalized terms and used herein shall have the same meanings as defined in the Company's circular dated September 3, 2025 (the "Circular").
ORDINARY RESOLUTIONS
- To consider and approve the proposed amendments to the Work Policies of the Independent Directors.
- To consider and approve the proposed amendments to the Rules for the Implementation of Cumulative Voting.
- To consider and approve the proposed amendments to the Management Measures on Raised Funds.
- To consider and approve the proposed amendments to the Connected Transactions Management Policy.
- To consider and approve the proposed amendments to the External Guarantees and Provision of Financial Assistance Management Policy.
- To consider and approve the proposed amendments to the External Investment Management Policy.
- To consider and approve the proposed authorization to the Investment Department of the Company to dispose trading shares of listed companies held by the Company.
SPECIAL RESOLUTIONS
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To consider and approve the proposed cancellation of Supervisory Committee, proposed change of registered capital of the Company and the Proposed Amendments to the Articles of Association.
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To consider and approve the proposed amendments to the Rules of Procedure for Shareholders’ Meetings.
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To consider and approve the proposed amendments to the Rules of Procedure for Board Meetings.
Details of the above resolutions proposed at the EGM are contained in the Circular, which is available on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.wuxiapptec.com).
By Order of the Board
WuXi AppTec Co., Ltd.*
Dr. Ge Li
Chairman
Hong Kong, September 3, 2025
As of the date of this notice, the Board comprises Dr. Ge Li, Dr. Minzhang Chen, Dr. Steve Qing Yang and Mr. Zhaohui Zhang as executive Directors, Mr. Xiaomeng Tong and Dr. Yibing Wu as non-executive Directors and Ms. Christine Shaohua Lu-Wong, Dr. Wei Yu, Dr. Xin Zhang, Ms. Zhiling Zhan and Mr. Xuesong Leng as independent non-executive Directors.
Notes:
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All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). The results of the poll will be published on the websites of the Hong Kong Stock Exchange and the Company in accordance with the Listing Rules.
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Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint more than one proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.
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In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company's H Share Registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 24 hours before the time appointed for the meeting or the adjourned meeting (as the case may be) (i.e. not later than 2:30 p.m. on Monday, September 22, 2025 (Hong Kong time)). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Thursday, September 18, 2025 to Tuesday, September 23, 2025, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's H Share Registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Wednesday, September 17, 2025. In order to be eligible to attend and vote at the meeting, the Bondholders have been notified separately in advance that they shall exercise the conversion rights attaching to the Bonds no later than 11:30 a.m. (Beijing time) on Thursday, August 21, 2025. H Shareholders whose names appear on the register of members of the Company on Thursday, September 18, 2025 will be entitled to attend and vote at the EGM.
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References to time and dates in this notice are to Hong Kong time and dates.
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In addition, the Company encourages the Shareholders to exercise their right to vote at the EGM by appointing the chairman of the EGM as their proxy to vote on the relevant resolutions at the EGM instead of attending the meeting in person, by completing and returning the enclosed form of proxy for use at the EGM in accordance with the instructions printed thereon.
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For identification purpose only