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WuXi AppTec Co., Ltd. — Proxy Solicitation & Information Statement 2026
Mar 24, 2026
50548_rns_2026-03-24_3632a8d0-3848-4cd7-9a11-a75be14bf6e8.pdf
Proxy Solicitation & Information Statement
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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)
| Number of shares to which this form of proxy relates(Note 1) | |
|---|---|
FORM OF PROXY FOR THE ANNUAL GENERAL MEETING OF 2025 TO BE HELD ON TUESDAY, APRIL 28, 2026
I/We $^{(Note2)}$
of
being the registered holder(s) of H shares (the "H Shares") in the issued share capital of WuXi AppTec Co., Ltd.* (無錫藥明康德新藥開發股份有限公司) (the "Company") hereby appoint the Chairman of the meeting $^{(Note3)}$ or
of
as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the annual general meeting (the "2025 AGM") of the Company for the year 2025 to be held at Sheraton Shanghai Waigaoqiao Hotel, 28 Jilong Road, Pilot Free Trade Zone, Shanghai, China, on Tuesday, April 28, 2026 at 2:00 p.m. (and at any adjournment thereof) as hereunder indicated in respect of the resolutions set out in the notice of the 2025 AGM dated March 25, 2026 (the "Notice").
Unless otherwise defined, capitalized terms used in this form of proxy shall have the same meanings as those defined in the circular of the Company dated March 25, 2026.
Please tick ("√") the appropriate boxes to indicate how you wish your vote(s) to be cast $^{(Note4)}$.
| ORDINARY RESOLUTIONS# | FOR | AGAINST | ABSTAIN | |
|---|---|---|---|---|
| 1. | To consider and approve the work report of the Board of Directors for the year 2025. | |||
| 2. | To consider and approve the proposed 2025 Profit Distribution Plan. | |||
| 3. | To consider and approve the proposed authorization to formulate the mid-year dividend distribution plan. | |||
| 4. | To consider and approve the proposed provision of external guarantees for subsidiaries of the Company. | |||
| 5. | To consider and approve the proposed re-appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP (德勤華永會計師事務所(特殊普通公夥)) and Deloitte Touche Tohmatsu (德勤•關黃陳方會計師行), respectively, as PRC financial report and internal control report auditors of the Company and as offshore financial report auditors of the Company for the year 2026 and to authorize the Board to fix their remuneration. | |||
| 6. | To consider and approve the proposed re-election of executive Directors and non-executive Directors for the fourth session of the Board (cumulative voting system is adopted for these resolutions. | Resolutions below are voted by way of cumulative voting system (Number of votes) | ||
| (Note 5 and 6) | ||||
| (i) to re-elect Dr. Ge Li as executive Director | ||||
| (ii) to re-elect Dr. Minzhang Chen as executive Director | ||||
| (iii) to re-elect Dr. Steve Qing Yang as executive Director | ||||
| (iv) to re-elect Mr. Zhaohui Zhang as executive Director | ||||
| (v) to re-elect Mr. Xiaomeng Tong as non-executive Director | ||||
| (vi) to re-elect Dr. Yibing Wu as non-executive Director |
| ORDINARY RESOLUTIONS^{a} | FOR | AGAINST | ABSTAIN | |
|---|---|---|---|---|
| 7. | To consider and approve the proposed re-election of independent non-executive Directors for the fourth session of the Board (cumulative voting system is adopted for these resolutions). | Resolutions below are voted by way of cumulative voting system (Number of votes) | ||
| (Note 5 and 6) | ||||
| (i) to re-elect Ms. Christine Shaohua Lu-Wong as independent non-executive Director | ||||
| (ii) to re-elect Dr. Wei Yu as independent non-executive Director | ||||
| (iii) to re-elect Dr. Xin Zhang as independent non-executive Director | ||||
| (iv) to re-elect Ms. Zhiling Zhan as independent non-executive Director | ||||
| (v) to re-elect Mr. Xuesong Leng as independent non-executive Director | ||||
| 8. | To consider and approve the proposed director remuneration. | |||
| 9. | To consider and approve the foreign exchange hedging limit. | |||
| 10. | To consider and approve the proposed amendments to the rules of the 2025 H Share Award and Trust Scheme. | |||
| 11. | To consider and approve the proposed adoption of the 2026 H Share Award and Trust Scheme. | |||
| 12. | To consider and authorize the Board and/or the Delegate to handle matters pertaining to the 2026 H Share Award and Trust Scheme with full authority. | |||
| 13. | To consider and approve the proposed granting of general mandate to dispose trading shares of listed companies held by the Company. | |||
| 14. | To consider and approve the proposed amendments to the Work Policies of the Independent Directors. | |||
| 15. | To consider and approve the proposed amendments to the Directors and Senior Management Annual Remuneration Management Policy. | |||
| 16. | To consider and approve the “Proposal on the Direct Repurchase of H Shares in relation to the 2025 H Share Award and Trust Scheme from the 2025 Scheme Trustee”, which comprises approving the Proposed Direct Repurchase of H Shares from the 2025 Scheme Trustee, confirming the authority to handle matters pertaining to the Proposed Direct Repurchase of H Shares from the 2025 Scheme Trustee granted to the Authorized Persons by the Board resolution passed on March 23, 2026, as well as authorizing the Board and for the Board to further authorize the Authorized Persons to handle matters pertaining to the Proposed Direct Repurchase of H Shares from the 2025 Scheme Trustee with full authority. | |||
| SPECIAL RESOLUTIONS^{e} | FOR | AGAINST | ABSTAIN | |
| 17. | To consider and approve the proposed change of registered capital of the Company and the Proposed Amendments to the Articles of Association. | |||
| 18. | To consider and approve the proposed granting of general mandate to issue A Shares and/or H Shares. | |||
| 19. | To consider and approve the proposed granting of general mandate to repurchase A Shares and/or H Shares. |
Date: _____ 2026
Signature(s) $^{(Note 5)}$ _____
Notes:
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Please insert the number of H Shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the H Shares of the Company registered in your name(s). If more than one proxy is appointed, the number of H Shares in respect of which each such proxy so appointed must be specified.
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Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
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If any proxy other than the Chairman of the meeting is preferred, please strike out the words “the Chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. Any H shareholder of the Company entitled to attend and vote at the 2025 AGM is entitled to appoint more than one proxy to attend and on a poll, vote instead of him. A proxy need not be an H shareholder of the Company. Every H shareholder present in person or by proxy shall be entitled to one vote for each H Share held by him.
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IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“✓”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“✓”) THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE TICK (“✓”) THE BOX MARKED “ABSTAIN”. If no direction is given, your proxy will vote or abstain at his discretion. In calculating the poll results, abstention will not be counted as voting for or against a resolution at the 2025 AGM. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the 2025 AGM other than those referred to in the Notice.
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Pursuant to the requirement of the relevant provisions of the Articles of Association, cumulative voting system may be adopted for election of more than two of Directors at Shareholders’ general meetings. Cumulative voting system will be adopted for the Resolutions Nos. 6 and 7. Cumulative voting system represents that when directors are being elected at a general meeting, each share has as many voting rights as the number of candidates for directors, and the shareholders’ voting rights may be used in a concentrated manner. The above voting shall be made as follows:
(i) The total number of valid votes casted by each shareholder attending the meeting in election of directors shall be equal to the number of voting shares held by the shareholder multiplied by the number of directors to be elected;
(ii) Each shareholder may cast all his votes on single candidate for director or spread his votes on different candidates for director; and
(iii) Votes for single candidate of director may be more or less than the number of voting shares held by the shareholder, which do not need to be integral multiples of the number of his shares. However, the accumulative number of the votes for all candidates for directors shall not exceed the entitled total number of the valid voting rights in election of directors.
- IMPORTANT: Please indicate the number of votes in the space provided as to how you wish your votes to be cast. Please fill in the voting intention on resolution when filling the “ways of cumulative voting” as indicated below:
(i) In relation to Resolutions Nos. 6 and 7, each Share held by a Shareholder will have the same number of voting rights which equals to the number of Directors to be elected. For instance, if a Shareholder holds 1 million Shares and 6 executive Directors and non-executive Directors will be re-elected at this re-election, the aggregate number of votes which the Shareholder will have is 6 million (i.e. 1 million Shares x 6 = 6 million Shares) regarding Resolution No. 6; as 5 independent non-executive Directors will be re-elected at this re-election, the aggregate number of votes which the Shareholder will have is 5 million (i.e. 1 million Shares x 5 = 5 million Shares) regarding Resolution No. 7.
(ii) Please fill in the sections entitled “Number of votes” with the number of votes the Shareholder intends to cast on each candidate of Director. Please note that the Shareholder may cast its/his/her votes which equal to the number of Shares held by the Shareholder on every candidate of Director; the Shareholder may also cast all its/his/her votes which represent the total number of Shares held by the Shareholder multiplied by the total number of Directors to be elected on one candidate; or cast its/his/her votes which represent the total or part of number of Shares held by the Shareholder multiplied by the total number of Directors to be elected on certain candidates. For example, if a Shareholder holds 1 million Shares, the number of its/his/her votes regarding Resolution No. 6 is 6 million. The Shareholder may choose to cast the 6 million votes equally amongst the 6 candidates of Directors, or to cast all its/his/her 6 million votes on one single candidate, or to cast on candidate A with 3 million votes, to cast on candidate B with 2 million votes, to cast the remaining 1 million votes on candidate C, and not cast any vote on other candidates.
(iii) When the total votes, represented by the Shares held by the Shareholder multiplied by the number of Directors to be elected, are used up after voting for a number of candidates, the Shareholder will no longer have votes for other candidates of Directors. i.e. the total number of its/his/her votes cast on candidates of Directors shall not exceed the aggregate number of votes to which the Shareholder is entitled.
(iv) Please take special note that if the total votes cast by the Shareholder for some candidates of Directors exceed the number of votes to which the Shareholder is entitled, all the votes cast will be void. If the total votes cast by the Shareholder for some candidates of Directors are less than the number of votes to which the Shareholder is entitled, the votes are valid and the remaining votes will be regarded as abstention votes. For example, if a Shareholder holds 1 million Shares, the number of votes which the Shareholder will have regarding Resolution No. 6 is 6 million: (a) if the Shareholder fills in “Number of votes” under a particular candidate with “6 million Shares”, the Shareholder has used up all the votes to which it/he/she is entitled, which results in the Shareholder having no votes for the remaining 5 candidates. Should the Shareholder fill in the other columns under Resolution No. 6 with any number of Shares (other than “0”), all the votes on Resolution No. 6 will be void; or (b) if the Shareholder fills in “Number of votes” under candidate A with “2 million Shares” and fill in “Number of votes” under candidate B with “1 million Shares”, the 3 million votes cast by the Shareholder are valid and the remaining 3 million votes will be regarded as abstention votes.
(v) The seniority of candidates shall be determined by the number of votes provided that the number of Directors elected shall not be more than the number of vacancies. Candidates who have obtained more than half of the total cumulative effective votes of voting shareholders shall be elected. If the number of candidates who have obtained more than half of the total cumulative effective votes of voting shareholders exceeds the number of vacancies and two or more of such candidates obtaining the same number of votes, the candidates shall be elected based on their seniority over others. Candidates who have obtained the same number of votes shall only be elected through re-election with their seniority determined by the total number of votes. Where the number of elected Directors in the first round of cumulative voting is less than the number of Directors proposed to be elected, new rounds of voting are required to be held for election of those Directors who do not have enough votes.
(vi) When holding a new round of voting for Director re-election in accordance with (v) above, the number of cumulative votes of Shareholders shall be recounted based on the number of candidates to be elected in each round of election.
Shareholders shall only vote in accordance with the limitation of number of votes in each group of resolutions. Shareholders may cast their votes at their own discretions for one candidate or for more than one candidate in any combination. The number of votes in respect of Resolutions Nos. 6 and 7 shall be counted individually. The number of votes to which you are entitled for electing executive and non-executive Directors shall only be cast in
favor of candidates for executive and non-executive Directors and shall not be cast in favor of independent non-executive Directors; the number of votes to which you are entitled for electing independent non-executive Directors shall only be cast in favor of candidates for independent non-executive Directors and shall not be cast in favor of executive and non-executive Directors.
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This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
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In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.
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In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company's H Share Registrar, 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 27, 2026 (Hong Kong time)).
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Completion and delivery of the form of proxy will not preclude you from attending and voting at the 2025 AGM if you so wish.
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References to time and dates in this form of proxy are to Hong Kong time and dates.
PERSONAL INFORMATION COLLECTION STATEMENT
Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the 2025 AGM of the Company (the "Purposes"). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Investor Services Limited at the above address.
- For identification purposes only
- The full text of the resolutions is set out in the circular of the Company dated March 25, 2026 and the Notice.