WuXi AppTec Co., Ltd. — Proxy Solicitation & Information Statement 2025

Mar 25, 2025

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.

酉明康德

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 2025 FIRST H SHARE CLASS MEETING

Notice is hereby given that the first H Share Class Meeting for 2025 (the “2025 First H Share Class Meeting”) 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 Sheraton Shanghai Waigaoqiao Hotel, 28 Jilong Road, Pilot Free Trade Zone, Shanghai, China on Tuesday, April 29, 2025 immediately after the conclusion of the 2024 AGM and the 2025 First A Share Class Meeting and any adjournments thereof, for the following purposes of considering and, if deemed appropriate, approving the following resolution. 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 March 26, 2025 (the “Circular”).

SPECIAL RESOLUTION

1. To consider and if thought fit, pass with or without amendments, the following resolution regarding the proposed granting of general mandate to repurchase A Shares and/or H Shares:

“THAT:

(a) Subject to the restrictions set forth in paragraph (b) and (c) below, the exercise by the Board of Directors during the Relevant Period of all the powers of the Company to repurchase the A shares listed on the Shanghai Stock Exchange and the H Shares listed on the Hong Kong Stock Exchange, subject to and in accordance with all applicable laws, regulations and rules and/or requirements of the governmental or regulatory body of securities in the PRC, the Hong Kong Stock Exchange and the Shanghai Stock Exchange or any other governmental or regulatory body be and is hereby approved;

(b) The aggregate nominal amount of A Shares and/or H Shares of the Company authorized to be repurchased by the Company pursuant to the approval mentioned above during the Relevant Period shall not exceed $10\%$ of the number of A Shares

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and/or H Shares in issue of the Company as at the date of the passing of this resolution at the 2024 AGM, the 2025 First A Share Class Meeting and the 2025 First H Share Class Meeting of the Company;

(c) The first approval mentioned above shall be conditional upon satisfaction of all the following conditions:

(i) The passing of a special resolution with the same terms as this resolution at both the 2024 AGM and the 2025 First A Share Class Meeting of the Company;

(ii) The obtainment of an approval from all relevant regulatory authorities having jurisdiction over the Company (if applicable) as required by the laws, regulations and rules of the PRC; and

(iii) The Company not being required by any of its creditors to repay or to provide guarantees in respect of any amount due to any of them (or if the Company is so required by any of its creditors, the Company having, at its absolute discretion, repaid or provided guarantee in respect of such amount) pursuant to the notification procedures under the "Company Law of the People's Republic of China" and the Articles of Association of the Company. If the Company determines to repay any amount to any of its creditors, the Company will do so out of its internal funds.

(d) Subject to the approval of all relevant government authorities in the PRC for the repurchase of such shares of the Company being granted and subject to the abovementioned conditions, the Board of Directors be and is hereby authorized to:

(i) Formulate and implement the specific repurchase plans, including but not limited to repurchase price and number of repurchased shares, and determine the time and duration of repurchase, etc.;

(ii) Notify creditors and issue announcements in accordance with the requirements of the relevant laws, regulations, normative documents and the Articles of Association;

(iii) Open overseas share accounts and carry out the related changes of foreign exchange registration procedures;

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(iv) Carry out the relevant approval and filing procedures as required by regulatory authorities and the stock exchanges in the place where the shares of the Company are listed;

(v) Carry out, execute and implement all such documents, do all such acts and things or take any steps as they consider desirable, necessary or expedient in connection with and to give effect to the repurchase of shares in accordance with the requirements of relevant laws and regulations and the listing rules of the stock exchanges in the place where the shares of the Company are listed;

(vi) Carry out the cancellation procedures for repurchased shares, reduce the registered capital, and make amendments which it deems appropriate to the Articles of Association of the Company to reflect the relevant provisions such as the total share capital and shareholding structure of the Company, and carry out the relevant statutory registrations and filings procedures in the PRC and abroad; and

(vii) Execute and handle other documents and matters related to the repurchase of shares.

(e) For the purpose of this resolution, the “Relevant Period” means the period from the passing of this resolution at the 2024 AGM and the passing of those resolutions having the same terms with this resolution at the 2025 First A Share Class Meeting and the 2025 First H Share Class Meeting, respectively, until whichever is the earliest of:

(i) Upon conclusion of the 2025 annual general meeting of the Company;

(ii) The expiration of a period of twelve months following the passing of this resolution at the 2025 First H Share Class Meeting and the passing of those resolutions having the same terms with this resolution at the 2024 AGM and the 2025 First A Share Class Meeting, respectively;

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(iii) The time at which the authorization conferred by this resolution is revoked or varied by a special resolution of the Shareholders at a general meeting, or by a special resolution of its H shareholders and A shareholders at an H Share Class Meeting and an A Share Class Meeting, respectively.”

By Order of the Board
WuXi AppTec Co., Ltd.*
Dr. Ge Li
Chairman

Hong Kong, March 26, 2025

As of the date of this notice, the Board comprises Dr. Ge Li, Dr. Minzhang Chen, Mr. Edward Hu, 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.

• For identification purpose only

Notes:

1. 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.

2. 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.

3. 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 2:00 p.m. on Monday, April 28, 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.

4. For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Thursday, April 24, 2025 to Tuesday, April 29, 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 2025 First H Share Class Meeting, 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

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4:30 p.m. on Wednesday, April 23, 2025. In order to be eligible to attend and vote at the meeting, the Bondholders shall exercise the conversion rights attaching to the Bonds no later than 3:00 p.m. (Dublin time) on Thursday, March 27, 2025.

1. For determining the entitlement to the proposed final dividend and the proposed special dividend under the 2024 Profit Distribution Plan and the 2025 Special Dividend Distribution, respectively, (subject to approval by the shareholders at the 2024 AGM), the register of members of the Company will be closed from Monday, May 12, 2025 to Friday, May 16, 2025, both dates inclusive, during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend and the proposed special dividend, 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 the above address for registration not later than 4:30 p.m. on Friday, May 9, 2025. In order to be entitled to the proposed final dividend and the proposed special dividend, the Bondholders shall exercise the conversion rights attaching to the Bonds no later than 3:00 p.m. (Dublin time) on Thursday, March 27, 2025.

2. References to time and dates in this notice are to Hong Kong time and dates.

3. In addition, the Company encourages the Shareholders to exercise their right to vote at the 2025 First H Share Class Meeting by appointing the chairman of the 2025 First H Share Class Meeting as their proxy to vote on the relevant resolutions at the 2025 First H Share Class Meeting instead of attending the meeting in person, by completing and returning the enclosed form of proxy for use at the 2025 First H Share Class Meeting in accordance with the instructions printed thereon.

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