WuXi AppTec Co., Ltd.

Equities

603259

CNE1000031K4

Biotechnology & Medical Research

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WuXi AppTec : 2020 AGM Circular

April 08, 2021 at 09:16 am EDT

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in WuXi AppTec Co., Ltd.* (無錫藥明康德新藥開發股份有限公司), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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)

WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2020;
WORK REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2020;
1. FINANCIAL REPORT FOR THE YEAR 2020;
2. PROPOSED 2020 PROFIT DISTRIBUTION PLAN;

PROPOSED GRANTING OF THE CONVERTIBLE BONDS-RELATED SPECIFIC MANDATE TO ISSUE ADDITIONAL CONVERSION SHARES;

(6)PROPOSED ADJUSTMENT TO THE ANNUAL ALLOWANCE OF INDEPENDENT

NON-EXECUTIVE DIRECTORS;

1. PROPOSED RELATED PARTIES TRANSACTIONS;
PROPOSED PROVISION OF EXTERNAL GUARANTEES FOR SUBSIDIARIES;
PROPOSED AUTHORIZATION TO THE INVESTMENT DEPARTMENT OF THE COMPANY TO DISPOSE OF LISTED AND TRADING SHARES OF
LISTED COMPANIES HELD BY THE COMPANY;
PROPOSED RE-APPOINTMENT OF AUDITORS FOR THE YEAR 2021;
1. PROPOSED GRANTING OF GENERAL MANDATE TO

ISSUE A SHARES AND/OR H SHARES;

1. PROPOSED GRANTING OF REPURCHASE MANDATE TO REPURCHASE A SHARES AND/OR H SHARES;
2. PROPOSED INCREASE OF REGISTERED CAPITAL;
PROPOSED AMENDMENTS OF THE ARTICLES OF ASSOCIATION;
1. PROPOSED FOREIGN EXCHANGE HEDGING LIMIT;
2. PROPOSED AMENDMENTS TO THE WORK POLICIES OF THE INDEPENDENT DIRECTORS; AND

NOTICE OF 2020 AGM AND 2021 FIRST H SHARE CLASS MEETING

The notice convening the 2020 AGM and the notice convening the H Share Class Meeting to be held at Sheraton Shanghai Waigaoqiao Hotel, 28 Jilong Road, Pilot Free Trade Zone, Shanghai, China on Thursday, May 13, 2021 at 2:00 p.m. are set out in this circular.

Whether or not you are able to attend the 2020 AGM and/or the H Share Class Meeting, please complete and sign the enclosed form of proxy for use at the 2020 AGM and/or the H Share Class Meeting in accordance with the instructions printed thereon and return it to the H Share Registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 24 hours before the time appointed for the 2020 AGM and/or the H Share Class Meeting (i.e. not later than 2:00 p.m. on Wednesday, May 12, 2021 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the 2020 AGM and/or the H Share Class Meeting if they so wish.

This circular together with the form of proxy are also published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.wuxiapptec.com.cn).

References to time and dates in this circular are to Hong Kong time and dates.

* For identification purpose only

April 9, 2021

CONTENTS

			Page
Expected Timetable .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	-	Work Report of the Board of Directors for the Year 2020 . . . .	I-1
Appendix II	-	Work Report of the Supervisory Committee
		for the Year 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
Appendix III	-	Financial Report for the Year 2020 . . . . . . . . . . . . . . . . . . . . . .	III-1
Appendix IV	-	Proposed Provision of External Guarantees for Subsidiaries . .	IV-1
Appendix V	-	Proposed Granting of General Mandate to
		Issue A Shares and/or H Shares . . . . . . . . . . . . . . . . . . . . . . .	V-1
Appendix VI	-	Proposed Granting of Repurchase Mandate . . . . . . . . . . . . . . .	VI-1
Appendix VII	-	Explanatory Statement on the Repurchase Mandate . . . . . . . .	VII-1
Appendix VIII	-	Proposed Foreign Exchange Hedging Limit . . . . . . . . . . . . . . .	VIII-1
Appendix IX	-	Proposed Amendments to the Work Policies of
		the Independent Directors . . . . . . . . . . . . . . . . . . . . . . . . . . .	IX-1
Notice of Annual General Meeting of 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	AGM-1
Notice of the First H Share Class Meeting for 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . .	HCM-1

- i -

EXPECTED TIMETABLE

The expected timetable for the 2020 Capitalization of Reserve and 2020 Profit Distribution, which are subject to Shareholders' approval of the 2020 Profit Distribution Plan at the 2020 AGM, the A Share Class Meeting and the H Share Class Meeting, as set forth below is indicative only and has been prepared on the assumption that all conditions of the 2020 Capitalization of Reserve and 2020 Profit Distribution will be fulfilled. Any consequential changes to the expected timetable will be announced in a separate announcement by the Company as and when appropriate.

Last day of dealings in H Shares on a cum-entitlement basis . . . . . . . . . . Thursday, May 27, 2021

First day of dealings in H Shares on an ex-entitlement basis . . . . . . . . . . . . Friday, May 28, 2021

Latest time for lodging transfer documents of H Shares for entitlement to the 2020 Capitalization of Reserve and 2020

Profit Distribution.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m., Monday, May 31, 2021

Book closure period for determining H Shareholders' entitlement to the 2020 Capitalization of Reserve and 2020 Profit

Distribution(Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, June 1, 2021 to Monday, June 7, 2021(Note 3)

Record date for determining H Shareholders' entitlement to the
2020 Capitalization of Reserve and 2020 Profit Distribution . . . . . . . . . .	Monday, June 7, 2021

Notes:

The Company will issue a separate announcement regarding the date of despatch of the certificates for the 2020 Capitalization Shares and the cheques for the 2020 Profit Distribution, and the date of the commencement of dealings in the 2020 Capitalization Shares.
If there is a tropical cyclone warning signal number 8 or above, or a black rainstorm warning:
1. in force in Hong Kong at any local time before 12:00 noon but no longer in force after 12:00 noon, the latest time for lodging transfer documents will remain at 4:30 p.m. on the same Business Day;
2. in force in Hong Kong at any local time between 12:00 noon and 4:30 p.m., the latest time for lodging transfer documents will be rescheduled to 4:30 p.m. on the following Business Day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:30 p.m.

3. Both days inclusive.

- ii -

	DEFINITIONS
"2018 A Share Incentive Plan"	the share incentive scheme adopted by the Company on
	August 22, 2018, the principal terms of which are
	summarized in the Prospectus in "Appendix VI - Statutory
	and General Information - 2. Further Information about
	our Business - B. Share Incentive Schemes - (A) 2018
	WuXi AppTec A Share Incentive Scheme"
"2019 A Share Incentive Plan"	2019 Restricted A Shares and Stock Option Incentive Plan
	of the Company adopted on September 22, 2019, the details
	of which are disclosed in the circular of the Company dated
	August 5, 2019
"2019 AGM"	the annual general meeting of the Company held on Friday,
	May 15, 2020, at which the Shareholders approved, among
	others, the payment of the 2019 Profit Distribution and the
	2019 Capitalization of Reserve
"2019 Capitalization of Reserve"	the issuance of 4 2019 Capitalization Shares for every 10
	Shares by way of capitalization of reserve under the 2019
	Profit Distribution Plan
"2019 Capitalization Shares"	the new Shares to be allotted and issued under the 2019
	Capitalization of Reserve by the Company
"2019 Profit Distribution"	the proposed distribution of cash dividend of RMB3.37 for
	every 10 Shares (inclusive of tax) under the 2019 Profit
	Distribution Plan
"2019 Profit Distribution Plan"	the profit distribution plan of the Company for the year
	ended December 31, 2019 including which includes the
	2019 Capitalization of Reserve and the 2019 Profit
	Distribution

- 1 -

	DEFINITIONS
"2020 AGM"	the annual general meeting of the Company to be held at
	Sheraton Shanghai Waigaoqiao Hotel, 28 Jilong Road, Pilot
	Free Trade Zone, Shanghai, China on Thursday, May 13,
	2021 at 2:00 p.m., to consider and, if appropriate, approve
	the resolutions contained in the notice of the meeting which
	are set out on pages AGM-1 to AGM-8 of this circular, or
	any adjournment thereof
"2020 Capitalization of Reserve"	the issuance of 2 2020 Capitalization Shares for every 10
	Shares by way of capitalization of reserve under the 2020
	Profit Distribution Plan
"2020 Capitalization Shares"	the new Shares to be allotted and issued under the 2020
	Capitalization of Reserve by the Company
"2020 New Capitalization A Shares"	the new A Shares to be allotted and issued under the 2020
	Capitalization of Reserve
"2020 New Capitalization H	the new H Shares to be allotted and issued under the 2020
Shares"	Capitalization of Reserve
"2020 Profit Distribution"	the proposed distribution of cash dividend of RMB3.63 for
	every 10 Shares (inclusive of tax) under the 2020 Profit
	Distribution Plan
"2020 Profit Distribution Plan"	the profit distribution plan of the Company for the year
	ended December 31, 2020 which includes the 2020
	Capitalization of Reserve and the 2020 Profit Distribution
"Additional Conversion Shares"	the additional H Share(s) to be issued upon conversion of
	the Bonds pursuant to the Trust Deed and the Terms and
	Conditions at the Further Adjusted Conversion Price
"A Shareholder(s)"	the holder(s) of A Shares
"A Share(s)"	ordinary share(s) of the Company with nominal value of
	RMB1.00 each listed on the Shanghai Stock Exchange
"A Share Class Meeting"	the first A Share class meeting of the Company in 2021

- 2 -

	DEFINITIONS
"Articles of Association"	the articles of association of the Company currently in
	force
"Bonds"	the US$300 million zero coupon convertible bonds due
	2024 convertible at the option of the holder thereof into
	fully paid ordinary H Shares of the Company of par value
	RMB1.00 each at the adjusted Conversion Price of
	HK$79.85 per H Share
"Board" or "Board of Directors"	the board of Directors of the Company
"CCASS"	Central Clearing and Settlement System
"Changshu R&D Integrated Project"	Changshu WuXi AppTec new drug production and research
	and development integrated project (Phase I) (常熟藥明康
	德新藥生產和研發一體化項目(一期))
"Changzhou STA"	Changzhou STA Pharmaceutical Co., Ltd.* (常州合全藥業
	有限公司)
"Class Meetings"	the A Share Class Meeting and H Share Class Meeting
"Company"	WuXi AppTec Co., Ltd.* (無錫藥明康德新藥開發股份有限
	公司), a joint stock limited company incorporated under the
	laws of the PRC
"Conversion Price"	the price per Conversion Share (subject to adjustments) at
	which the Bonds may be converted into H Shares
"Convertible Bonds-Related	the specific mandate proposed to be granted to the Board
Specific Mandate"	by the Shareholders at the 2020 AGM and the Class
	Meetings in relation to the issuance of the Additional
	Conversion Shares
"CSRC"	China Securities Regulatory Commission
"Director(s)"	the director(s) of the Company

- 3 -

	DEFINITIONS
"Founding Individuals"	Dr. Ge Li, Mr. Xiaozhong Liu, Mr. Zhaohui Zhang and Dr.
	Ning Zhao
"H Share(s)"	the overseas-listed foreign share(s) in the share capital of
	the Company with a nominal value of RMB1.00 each,
	which are listed on the Hong Kong Stock Exchange
"H Shareholder(s)"	the holder(s) of H Shares
"H Share Class Meeting"	the first H Share class meeting of the Company of 2021 to
	be held on Thursday, May 13, 2021 after the conclusion of
	the AGM and the A Share Class Meeting to consider and, if
	appropriate, approve the resolutions contained in the notice
	of meeting which are set out on pages HCM-1 to HCM-5 of
	this circular, or any adjournment thereof
"H Share Registrar"	Tricor Investor Services Limited, the H Share registrar of
	the Company
"HKSCC"	Hong Kong Securities Clearing Company Limited
"HK$" or "Hong Kong Dollars"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Hong Kong Listing Rules"	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited, as amended from time to
	time
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited
"General Mandate"	an unconditional and general mandate proposed to be
	granted to the Directors to allot, issue or deal with
	additional A Shares and/or H Shares of not exceeding 20%
	of the total number of issued A Shares and/or H Shares as
	at the date of passing of the proposed special resolution
	contained in item 14 of the notice of the 2020 AGM

- 4 -

	DEFINITIONS
"Issue Date"	means the issue date of the Bonds, being September 17,
	2019
"Latest Practicable Date"	Tuesday, March 30, 2021, being the latest practicable date
	prior to the printing of this circular for ascertaining certain
	information in this circular
"Listing"	the listing of the H Shares on the Main Board of the Hong
	Kong Stock Exchange
"Listing Committee"	the listing committee of the Hong Kong Stock Exchange
"PRC"	the People's Republic of China which, for the purpose of
	this circular, excludes Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
"Prospectus"	the prospectus of the Company dated December 3, 2018
"Repurchase Mandate"	a general mandate proposed to be granted to the Directors
	as set out in item 15 of the notice of the AGM and item 2
	of the notice of the H Share Class Meeting
"Restricted A Share(s)"	the restricted A Shares granted by the Company under the
	2018 A Share Incentive Plan and the 2019 A Share
	Incentive Plan
"RMB"	Renminbi, the lawful currency of the PRC
"Shanghai Listing Rules"	the Rules Governing the Listing of Stocks on the Shanghai
	Stock Exchange
"STA"	Shanghai SynTheAll Pharmaceutical Co., Ltd.* (上海合全
	藥業股份有限公司),	a	limited	liability	company
	incorporated under the laws of the PRC
"Shanghai Stock Exchange"	Shanghai Stock Exchange (上海證券交易所)
"Share(s)"	share(s) in the share capital of the Company, with a
	nominal value of RMB1.00 each, including both A Share(s)
	and H Share(s)

- 5 -

	DEFINITIONS
"Shareholder(s)"	holder(s) of Share(s)
"STA Pharmaceutical"	STA Pharmaceutical Hong Kong Investment Limited (合全
	藥業香港投資有限公司), a limited liability company
	incorporated under the laws of Hong Kong
"Supervisor(s)"	member(s) of the Supervisory Committee
"Supervisory Committee"	the supervisory committee of the Company
"Takeovers Code"	The Codes on Takeovers and Mergers and Share Buy-backs
	approved by the Securities and Futures Commission as
	amended from time to time
"Terms and Conditions"	the terms and conditions of the Bonds
"Trust Deed"	the trust deed constituting the Bonds entered into between
	the Company and the Trustee on or around the Issue Date
"Trustee"	The Hongkong and Shanghai Banking Corporation Limited
"US$"	United States dollars, the lawful currency of the United
	States of America
"WuXi Bio"	WuXi Biologics (Cayman) Inc. (藥明生物技術有限公司)
	(stock code: 2269), a company incorporated under the laws
	of Cayman Islands with limited liability on February 27,
	2014, the shares of which were listed on the Main Board of
	the Hong Kong Stock Exchange since June 13, 2017

In this circular, unless the context otherwise requires, any reference to the singular includes the plural and vice versa and any reference to a gender includes a reference to the other gender and the neuter. Further, certain amounts and percentage figures included in this circular have been subject to rounding adjustments. Accordingly, figures shown as totals in certain paragraphs and tables in this circular may not be an arithmetic aggregation of the figures preceding them.

- 6 -

LETTER FROM THE BOARD

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)
	Registered Office:
Executive Directors:	Mashan No. 5 Bridge
Dr. Ge Li (Chairman)	Binhu District, WuXi
Mr. Edward Hu	Jiangsu Province
Dr. Steve Qing Yang	PRC
Mr. Zhaohui Zhang
Dr. Ning Zhao	Headquarters and Principal Place
	of Business in the PRC:
Non-executive Directors:	288 Fute Zhong Road
Mr. Xiaomeng Tong	Waigaoqiao Free Trade Zone
Dr. Yibing Wu	Shanghai
Independent Non-executive Directors:	PRC

Dr. Jiangnan Cai	Principal Place of Business
Ms. Yan Liu	in Hong Kong:
Mr. Dai Feng	Level 54, Hopewell Centre
Dr. Hetong Lou	183 Queen's Road East
Mr. Xiaotong Zhang	Hong Kong
	April 9, 2021
To the Shareholders
Dear Sir/Madam,

WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2020;
WORK REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2020;
1. FINANCIAL REPORT FOR THE YEAR 2020;
2. PROPOSED 2020 PROFIT DISTRIBUTION PLAN;

PROPOSED GRANTING OF THE CONVERTIBLE BONDS-RELATED SPECIFIC MANDATE TO ISSUE ADDITIONAL CONVERSION SHARES;

(6)PROPOSED ADJUSTMENT TO THE ANNUAL ALLOWANCE OF INDEPENDENT

NON-EXECUTIVE DIRECTORS;

1. PROPOSED RELATED PARTIES TRANSACTIONS;
PROPOSED PROVISION OF EXTERNAL GUARANTEES FOR SUBSIDIARIES;
PROPOSED AUTHORIZATION TO THE INVESTMENT DEPARTMENT OF THE COMPANY TO DISPOSE OF LISTED AND TRADING SHARES OF
LISTED COMPANIES HELD BY THE COMPANY;
PROPOSED RE-APPOINTMENT OF AUDITORS FOR THE YEAR 2021;
1. PROPOSED GRANTING OF GENERAL MANDATE TO

ISSUE A SHARES AND/OR H SHARES;

1. PROPOSED GRANTING OF REPURCHASE MANDATE TO REPURCHASE A SHARES AND/OR H SHARES;
2. PROPOSED INCREASE OF REGISTERED CAPITAL;
PROPOSED AMENDMENTS OF THE ARTICLES OF ASSOCIATION;
1. PROPOSED FOREIGN EXCHANGE HEDGING LIMIT;
2. PROPOSED AMENDMENTS TO THE WORK POLICIES OF THE INDEPENDENT DIRECTORS; AND

NOTICE OF 2020 AGM AND 2021 FIRST H SHARE CLASS MEETING

- 7 -

LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide the H Shareholders with information in respect of certain resolutions to be proposed at the 2020 AGM and the H Share Class Meeting to be held on Thursday, May 13, 2021, and to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the 2020 AGM and the H Share Class Meeting. For the details of the proposed resolutions at the 2020 AGM and the H Share Class Meeting, please also refer to the notices of the 2020 AGM and the H Share Class Meeting enclosed with this circular.

2. WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2020

An ordinary resolution will be proposed at the 2020 AGM to consider and approve the work report of the Board for the year 2020, the text of which is set out in Appendix I to this circular.

3. WORK REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2020

An ordinary resolution will be proposed at the 2020 AGM to consider and approve the work report of the Supervisory Committee for the year 2020, the text of which is set out in Appendix II to this circular.

4. FINANCIAL REPORT FOR THE YEAR 2020

An ordinary resolution will be proposed at the 2020 AGM to consider and approve the Company's audited financial report for the year 2020 (the "Financial Report 2020"), the text of which is set out in Appendix III to this circular.

5. PROPOSED 2020 PROFIT DISTRIBUTION PLAN

Special resolutions will be proposed at the 2020 AGM, the A Share Class Meeting and the H Share Class Meeting to consider and approve the proposed 2020 Profit Distribution Plan.

The Board proposed the issue of the 2020 Capitalization Shares on the basis of 2 2020 Capitalization Shares for every existing 10 Shares by way of capitalization of reserve, representing a total increase of 490,103,143 Shares comprising 63,131,456 2020 New Capitalization H Shares and 426,971,687 2020 New Capitalization A Shares based on the Company's total issued share capital of 2,450,515,720 Shares (comprising 315,657,283 H Shares and 2,134,858,437 A Shares) as at the Latest Practicable Date, subject to any change of number of Shares until the record date for determining Shareholders' entitlement to the 2020 Capitalization of Reserve. The 2020 New Capitalization H Shares will be issued on a pro-rated basis and any fractional Shares (if any) will be rounded down to the nearest whole unit. No fractional Shares will be issued and distributed

- 8 -

LETTER FROM THE BOARD

pursuant to the 2020 Capitalization of Reserve, but will be aggregated and sold for the benefit of the Company. Based on the current total share capital of 2,450,515,720 Shares, upon the completion of the 2020 Capitalization of Reserve, the total share capital of the Company will be approximately 2,940,618,863 Shares, provided that the actual number of Shares shall be subject to the disclosure in an announcement to be separately issued upon the completion of the statutory procedures by the Company.

The Board also proposed to make a cash dividend of RMB3.63 (inclusive of tax) for every 10 Shares (representing an aggregate amount of RMB889,537,206.36 (inclusive of tax) based on the total issued Shares of the Company as of the Latest Practicable Date). The cash dividend will also be paid on a pro-rated basis for Shareholders who hold Shares in odd lot (i.e. RMB0.363 per ordinary Share). The exchange rate to be used to convert the cash dividend from RMB to HK$ will be the average of the medium rate of RMB to HK$ announced by the People's Bank of China for five working days (the "Medium Rate") prior to and including May 13, 2021, the date on which the 2020 Profit Distribution is to be declared at the 2020 AGM and Class Meetings. For illustration purpose, the Medium Rate on the Latest Practicable Date is RMB0.84154 to HK$1. Hence, H Shareholders will receive HK$4.3135 for every 10 H Shares held by them. The 2020 Capitalization of Reserve is subject to the following conditions:

approval of the Shareholders by way of special resolutions at the 2020 AGM, H Share Class Meeting and A Share Class Meeting to be held on May 13, 2021;
the Hong Kong Stock Exchange granting the listing of, and permission to deal in, the 2020 Capitalization Shares;
compliance with the relevant legal procedures and requirements under the Company Law of the PRC to effect the 2020 Capitalization of Reserve; and
approval of the Convertible Bonds-Related Specific Mandate by the Shareholders by way of special resolution at the 2020 AGM, H Share Class Meeting and A Share Class Meeting to be held on May 13, 2021 (please refer to the section headed "6. Proposed Granting of the Convertible Bonds-Related Specific Mandate to Issue Additional Conversion Shares" below for further details on the Convertible Bonds-Related Specific Mandate,

- 9 -

LETTER FROM THE BOARD

In the event of change in the total issued share capital of the Company before the record date for determining Shareholders' entitlement to the 2020 Capitalization of Reserve and 2020 Profit Distribution, dividends will be distributed according to the original dividend amount per share and the total distribution amount and the total number of new Shares to be issued out of reserve to all Shareholders will be adjusted accordingly.

Subject to the arrangements under the Northbound Trading or Southbound Trading (defined below) as disclosed in details below, the 2020 Profit Distribution will be declared according to the Articles of Association. Dividend on A Shares will be paid in Renminbi and dividend on H Shares will be paid in Hong Kong dollars.

Status of 2020 Capitalization Shares

The 2020 Capitalization Shares will, subject to the Articles of Association, rank pari passu in all respects with the Shares in issue on the date of the issue of the 2020 Capitalization Shares. Holders of the 2020 Capitalization Shares will be entitled to receive all future dividends and distributions (if any) which are declared, made or paid after the date on which the 2020 Capitalization Shares are allotted and issued. The 2020 Capitalization of Reserve should not result in any change to the rights of the Shares. For the avoidance of doubt, the holder of the 2020 Capitalization Shares will not be entitled to the cash dividend under the proposed 2020 Profit Distribution Plan.

Overseas H Shareholders

As at the Latest Practicable Date, according to the latest register of members available to the Company, none of the H Shareholders as recorded on the register of members of the Company had an address which is outside Hong Kong.

Upon the proposed 2020 Profit Distribution Plan becoming unconditional, the Company will consider if there are any overseas H Shareholders located in other jurisdictions, and if there are such overseas H Shareholders, then the Company will make enquiry regarding the legal restrictions (if any) under the laws of the relevant places and the requirements of the relevant regulatory bodies for the relevant overseas H Shareholders to be eligible to take part in the 2020 Capitalization of Reserve and 2020 Profit Distribution pursuant to the Listing Rules.

- 10 -

LETTER FROM THE BOARD

Effect to the Shareholding upon Completion of the 2020 Capitalization of Reserve

Set out below is the shareholding structure of the Company as at the Latest Practicable Date and immediately upon completion of allotment and issue of 2020 Capitalization Shares (assuming that no other Shares are allotted or issued and no existing Shares are repurchased or cancelled prior to the record dates in respect of holders of H Shares and A Shares by reference to their entitlements to the 2020 Capitalization of Reserve and the 2020 Profit Distribution, upon satisfaction of the conditions set out above):

					Immediately upon completion of
	As at the Latest Practicable Date	the Capitalization of Reserve
			Approximate			Approximate
			percentage of			percentage of
	Number of	total issued	Number of	total issued
	Shares	Shares	Shares	Shares
H Shares	315,657,283		12.88		378,788,739		12.88
A Shares	2,134,858,437		87.12		2,561,830,124		87.12

Total	2,450,515,720		100.00%		2,940,618,863		100.00%

Tax Arrangements in respect of the 2020 Capitalization of Reserve and the 2020 Profit

Distribution

In accordance with the Regulation on the Implementation of the Enterprise Income Tax Law of the People's Republic of China 《( 中華人民共和國企業所得稅法實施條例》) which came into effect on January 1, 2008 and last amend on April 23, 2019 and the Enterprise Income Tax Law of the People's Republic of China 《( 中華人民共和國企業所得稅法》) which was last amended and came into effect on December 29, 2018, and the "Notice on Issues in Relation to the Withholding of Enterprise Income Tax on Dividends Paid by PRC Enterprises to Overseas Non-residentEnterprise Holders of H Shares" (Guo Shui Han [2008] No. 897) 《( 關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》(國稅函[2008]897號)) promulgated on November 6, 2008, the Company is obliged to withhold and pay PRC enterprise income tax on behalf of non-residententerprise Shareholders at a tax rate of 10%, when the Company distributes annual dividend to non-residententerprise Shareholders whose names appear on the H Shares register of members. As such, any H Shares registered in the name of non-individualShareholder, including shares registered in the name of HKSCC Nominees Limited, and other nominees, trustees, or other organizations and groups, shall be deemed to be H Shares held by non-residententerprise Shareholder(s), and the PRC enterprise income tax shall be withheld from any dividends

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LETTER FROM THE BOARD

payable thereon. Non-resident enterprise Shareholders may wish to apply for a tax refund (if any) in accordance with the relevant requirements, such as tax agreements (arrangements), upon receipt of any dividends.

In accordance with the "Notice on Certain Issues Concerning the Policies of Individual Income Tax" (Cai Shui Zi [1994] No. 020) 《( 關於個人所得稅若干政策問題的通知》(財稅字 [1994]020 號)) promulgated by the PRC Ministry of Finance and the State Administration of Taxation on May 13, 1994, overseas individuals are, as an interim measure, exempted from the PRC individual income tax for dividends or bonuses received from foreign-invested enterprises. Therefore, the Company will not be required to withhold and pay any individual income tax on behalf of overseas individual Shareholders when the Company distributes the dividend to overseas individual Shareholders whose names appear on the H Share register of members.

Profit Distribution to Investors of Northbound Trading

For investors of the Hong Kong Stock Exchange (including enterprises and individuals) investing in the A Shares of the Company listed on the Shanghai Stock Exchange (the "Northbound Trading"), their dividends will be distributed in RMB by the Company through the Shanghai Branch of China Securities Depository and Clearing Corporation Limited to the account of the nominee holding such Shares. The Company will withhold and pay income taxes at the rate of 10% on behalf of those investors and will report to the tax authorities for the withholding. For investors of Northbound Trading who are tax residents of other countries and whose country of domicile is a country which has entered into a tax treaty with the PRC stipulating a dividend tax rate of lower than 10%, those enterprises and individuals may, or may entrust a withholding agent to, apply to the competent tax authorities for the entitlement of the rate under such tax treaty. Upon approval by the competent tax authorities, the paid amount in excess of the tax payable based on the tax rate according to such tax treaty will be refunded.

The record date and the date of distribution of cash dividends and other arrangements for the investors of Northbound Trading will be the same as those for the A Shareholders of the Company.

Profit Distribution to Investors of Southbound Trading

For investors of the Shanghai Stock Exchange and Shenzhen Stock Exchange (including enterprises and individuals) investing in the H Shares of the Company listed on the Hong Kong Stock Exchange (the "Southbound Trading"), the cash dividends for the investors of H Shares of Southbound Trading will be paid in RMB. The record date and the date of distribution of cash dividends and other arrangements for the investors of Southbound Trading will be the same as those for the holders of H Shares of the Company.

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LETTER FROM THE BOARD

Shanghai-HongKong Stock Connect: Pursuant to the relevant requirements under the Notice on the Tax Policies Related to the Pilot Program of the Shanghai-HongKong Stock Connect (Caishui [2014] No. 81) 《( 關於滬港股票市場交易互聯互通機制試點有關稅收政策的通知 (財稅[2 014]81 號) 》), for dividends received by domestic individual investors from investing in H Shares listed on the Hong Kong Stock Exchange through Shanghai-HongKong Stock Connect, the company of such H shares shall withhold and pay individual income tax at the rate of 20% on behalf of the investors. For dividends received by domestic securities investment funds from investing in shares listed on the Hong Kong Stock Exchange through Shanghai-HongKong Stock Connect, the tax payable shall be the same as that for individual investors. The company of such H shares will not withhold and pay the income tax of dividends for domestic enterprise investors and those domestic enterprise investors shall report and pay the relevant tax themselves.

Shenzhen-HongKong Stock Connect: Pursuant to the relevant requirements under the Notice on the Tax Policies Related to the Pilot Program of the Shenzhen-HongKong Stock Connect (Caishui [2016] No. 127) 《( 關於深港股票市場交易互聯互通機制試點有關稅收政策的通知 (財稅 [2016]127 號) 》), for dividends received by domestic individual investors from investing in H shares listed on the Hong Kong Stock Exchange through Shenzhen-HongKong Stock Connect, the company of such H shares shall withhold and pay individual income tax at the rate of 20% on behalf of the investors. For dividends received by domestic securities investment funds from investing in shares listed on the Hong Kong Stock Exchange through Shenzhen-HongKong Stock Connect, the tax payable shall be the same as that for individual investors. The company of such H shares will not withhold and pay the income tax of dividends for domestic enterprise investors and those domestic enterprise investors shall report and pay the relevant tax themselves.

According to the relevant provisions of the State Administration of Taxation of the PRC, the

2020 Capitalization of Reserve shall not be subject to any tax nor any withholding tax.

Shareholders are suggested to consult their tax consultants regarding the tax impacts in the PRC, Hong Kong and other countries (regions) for holding and selling the Shares.

Eligibility for 2020 Capitalization Shares of Shareholders trading through Southbound Trading

and Northbound Trading

As at the Latest Practicable Date, the H Shares are eligible for Southbound Trading and the A Shares are eligible for Northbound Trading. Subject to compliance with the relevant laws or regulations in the PRC, 2020 New Capitalization H Shares will be allotted to the H Shareholders in the PRC who are holding the H Shares through the Southbound Trading and 2020 New Capitalization A Shares will be allotted to the A Shareholders in Hong Kong who are holding the A Shares through Northbound Trading.

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LETTER FROM THE BOARD

Application for Listing

Application will be made by the Company to the Listing Committee for the approval for the listing of, and permission to deal in, the 2020 New Capitalization H Shares. The 2020 New Capitalization A Shares will be listed on the Shanghai Stock Exchange. Subject to the satisfaction of the conditions as set out in this circular (including but not limited to the granting of the aforesaid listing approval by the Hong Kong Stock Exchange), the 2020 New Capitalization H Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS. All necessary arrangements will be made by the Company for the 2020 New Capitalization H Shares to be admitted into CCASS. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Aside from the Hong Kong Stock Exchange, the 2020 New Capitalization H Shares will not be listed at or dealt in any other stock exchanges, and the Company is not currently seeking for or proposing to seek for the listing at or dealing in any other stock exchanges for the 2020 New Capitalization H Shares.

Subject to the 2020 Capitalization of Reserve becoming unconditional, the certificates for the 2020 New Capitalization H Shares and the cheques for the 2020 Profit Distribution will be despatched by ordinary post to the H Shareholders who are entitled thereto at their own risk. In case of joint shareholding, the certificates for the 2020 New Capitalization H Shares and the cheques for the 2020 Profit Distribution will be posted to the first named person on the H Shareholder's register in respect of such joint shareholding. The 2020 New Capitalization H Shares are expected to commence dealing on the Hong Kong Stock Exchange no later than Tuesday, July 13, 2021.

Closure of Register of Members

In order to determine the list of H Shareholders who are entitled to the 2020 Capitalization of Reserve and 2020 Profit Distribution, the Company's register of H Shareholders will be closed from Tuesday, June 1, 2021 to Monday, June 7, 2021, both days inclusive, during which period no transfer of H Shares will be effected. H Shareholders whose names appear on the Company's register of H Shareholders on Monday, June 7, 2021 are entitled to receive the 2020 New Capitalization H Shares and 2020 Profit Distribution. In order to receive the 2020 New Capitalization H Shares and 2020 Profit Distribution, H Shareholders whose transfers have not been registered shall deposit the transfer documents together with the relevant share certificates at the H Share Registrar, Tricor Investor Services Limited, at or before 4:30 p.m. on Monday, May 31, 2021 at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong.

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LETTER FROM THE BOARD

Odd Lot Arrangement

In order to facilitate the trading of odd lots (if any) of the H Shares as a result of the 2020 Capitalization of Reserve, the Company has appointed Global Mastermind Securities Limited as an agent to provide matching service, on a best effort basis, to those H Shareholders who wish to acquire odd lots of the H Shares to make up a full board lot, or to dispose of their holding of odd lots of the H Shares during the period from 9:00 a.m. on Wednesday, June 9, 2021 to 4:00 p.m. on Wednesday, June 30, 2021, both days inclusive, based on the expected timetable. H Shareholders who wish to take advantage of this service should, directly or through their brokers contact Ms. Cora Lau of Global Mastermind Securities Limited at Unit 1201-02, 12/F, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong at telephone number (852) 2763 3928 during office hours (i.e. 9:00 a.m. to 6:00 p.m.) of the aforesaid period. H Shareholders should note that successful matching of the sale and purchase of odd lots of the H Shares is not guaranteed. H Shareholders who are in doubt about this service are recommended to consult their professional advisors.

Statement to be made on Acquisition of Shares

The Company shall ensure that all its listing document(s) and share certificates include the statements stipulated below and shall instruct and cause its share registrars not to register the subscription, purchase or transfer of any of its Shares in the name of any particular holder unless and until such holder delivers to such share registrar a signed form in respect of such Shares bearing statements to the following effect:

the acquirer of Shares agrees with the Company and each of its Shareholders, and the Company agrees with each Shareholder, to observe and comply with the Company Law of the PRC, the Special Regulations on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies and the Articles of Association;
the acquirer of Shares agrees with the Company, each of its Shareholders, Directors, Supervisors, managers and officers, and the Company acting for itself and for each Director, Supervisor, manager and officer agrees with each Shareholder, to refer all differences and claims arising from the Articles of Association or any rights or obligations conferred or imposed by the Company Law of the PRC or other relevant laws and administrative regulations concerning the affairs of the Company to arbitration in accordance with the Articles of Association. Any reference to arbitration shall be deemed to authorize the arbitration tribunal to conduct its hearing in open session and to publish its award. Such arbitration will be final and conclusive;

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LETTER FROM THE BOARD

the acquirer of Shares agrees with the Company and its Shareholders that the Shares are freely transferable by the holder of such Shares; and
the acquirer of Shares authorizes the Company to enter into a contract on his behalf with each Director and officer whereby such Directors and officers undertake to observe and comply with their obligations to Shareholders stipulated in the Articles of Association.

Warning of Risks of Dealing in the H Shares

H Shareholders should note that the existing H Shares are expected to be dealt in on an ex-entitlement basis for entitlement to the 2020 Capitalization of Reserve and the 2020 Profit Distribution from Friday, May 28, 2021. If the conditions of the 2020 Capitalization of Reserve and 2020 Profit Distribution (as set out above under the section headed "5. Proposed 2020 Profit Distribution Plan") are not fulfilled, the 2020 Capitalization of Reserve and 2020 Profit Distribution will not proceed. If in doubt, investors are recommended to consult their professional advisers.

Reasons for the 2020 Capitalization of Reserve and the 2020 Profit Distribution

Based on the positive expectations on the future development of the Company, and with reference to the operating results and the overall financial status of the Company, the Board proposed the 2020 Capitalization of Reserve and the 2020 Profit Distribution so as to share the fruitful result of the Company's business performance with the Shareholders.

In addition, to encourage the Shareholders to continue to support the Company's future development, the Board believes that the 2020 Capitalization of Reserve will allow the Shareholders to enjoy a pro-rata increase in the number of Shares held by them in the Company without incurring any significant costs to them. Although the 2020 Capitalization of Reserve is not expected to increase the Shareholders' proportionate equity interests in the Company, the 2020 Capitalization of Reserve will increase the number of Shares to be held by the Shareholders, which will afford the Shareholders with more flexibility in managing their own investment portfolios such as giving them more convenience in disposing of a portion of the Shares for cash return. The 2020 Capitalization of Reserve will also result in the increase of number of Shares in issue, and the number of Shares held by H Shareholders, which will motivate the trading of Shares by the H Shareholders, and thus will enhance the trading activities and liquidity of the Shares in the market.

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LETTER FROM THE BOARD

Further Issue of Securities

The Company does not anticipate there is any public or private issue or placing of securities of the Company other than (i) H Shares which are being issued simultaneously with the issue of the 2020 Capitalization Shares; (ii) any A Shares or options which may be issued pursuant to the Restricted A Shares and Stock Option Incentive Plan of 2019; (iii) any H Shares which may be issued pursuant to the conversion of the Bonds (including the Additional Conversion Shares); and

any A Shares which may be issued pursuant to any employee share incentive scheme of the Company.

6. PROPOSED GRANTING OF THE CONVERTIBLE BONDS-RELATED SPECIFIC MANDATE TO ISSUE ADDITIONAL CONVERSION SHARES

Background

References are made to the announcements of the Company dated September 3, 2019, September 4, 2019, September 5, 2019, September 17, 2019 and June 3, 2020 in relation to, among other things, the issue of the Bonds and the adjustment to the conversion price of the Bonds.

Pursuant to the terms and conditions of the Bonds, the Conversion Price is subject to adjustment for, among other things, profit distributions and capitalization of reserves made by the Company. As disclosed in the announcement of the Company dated June 3, 2020, the Conversion Price of the Bonds was adjusted from HK$111.80 per H Share, being the initial Conversion Price to HK$79.85 per H Share as a result of the approval of the payment of the 2019 Profit Distribution and the 2019 Capitalization of Reserve by the Shareholders at the 2019 AGM which took effect from June 4, 2020.

Subject to the approval of the Shareholders by way of special resolutions at the 2020 AGM, the A Share Class Meeting and the H Share Class Meeting, it is expected that, under the proposed 2020 Profit Distribution Plan (the details of which are set out in the section headed "5. Proposed 2020 Profit Distribution Plan" above), (i) the 2020 Capitalization Shares will be issued on the basis of 2 2020 Capitalization Shares for every existing 10 Shares by way of capitalization of reserve, representing a total increase of 490,103,143 Shares comprising 63,131,456 2020 New Capitalization H Shares and 426,971,687 2020 New Capitalization A Shares based on the Company's total share capital of 2,450,515,720 Shares (comprising 315,657,283 H Shares and 2,134,858,437 A Shares) as at the Latest Practicable Date, subject to any change of number of Shares until the record date for determining Shareholders' entitlement to the 2020 Capitalization of Reserve; and (ii) a cash dividend of RMB3.63 (inclusive of tax) will be made for every 10 Shares (representing an aggregate amount of RMB889,537,206.36 (inclusive of tax) based on the total issued Shares of the Company as at the Latest Practicable Date).

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LETTER FROM THE BOARD

In light of the above, and certain minor rounding adjustments to the Conversion Price of the Bonds over the course of 2020 which were not required to be reflected immediately and have been carried over pursuant to the terms and conditions of the Bonds, the Conversion Price of the Bonds will, pursuant to the terms and conditions thereto, be further adjusted from HK$79.85 per H Share to HK$66.17 per H Share (the "Further Adjusted Conversion Price") upon the approval by the Shareholders of and the taking effect of the payment of the 2020 Profit Distribution and the 2020 Capitalization of Reserve. Save as disclosed above, all other terms of the Bonds are expected to remain unchanged.

Proposed granting of the Convertible Bonds-Related Specific Mandate to issue the Additional Conversion Shares

As at the Latest Practicable Date, the principal amount of the Bonds which are outstanding is US$211,100,000. Assuming full conversion of the outstanding Bonds at the Further Adjusted Conversion Price, the H Shares that may be convertible and issuable under the outstanding Bonds will increase from approximately 20,736,972 H Shares to approximately 25,024,139 H Shares, representing (i) approximately 7.93% of the total issued H share capital of the Company as at the Latest Practicable Date and approximately 6.20% of the enlarged total issued H share capital of the Company resulting from the full conversion of the outstanding Bonds and the completion of the 2020 Capitalization of Reserve. The additional 4,287,167 H Shares issuable in the event of a full conversion of the outstanding Bonds after the Further Adjusted Conversion Price becoming effective (the "Additional Conversion Shares") will be allotted and issued by the Company under the Convertible Bonds-Related Specific Mandate to be sought at the 2020 AGM and the Class Meetings.

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LETTER FROM THE BOARD

Subject to the approval of the special resolutions at the 2020 AGM, the A Share Class Meeting and the H Share Class Meeting in connection with the Convertible Bonds-Related Specific Mandate, the Board shall be authorized by the Shareholders to further authorize the Chairman and chief executive officer of the Company Dr. Ge Li, the vice-chairman and global chief investment officer of the Company Mr. Edward Hu and/or the Company's chief financial officer Mr. Ellis Bih-Hsin CHU (朱璧辛) to handle matters relating to the conversion of the Bonds into H Shares.

Condition to the Convertible Bonds-Related Specific Mandate

The Convertible Bonds-Related Specific Mandate is subject to the approval of the Shareholders by way of special resolutions of the 2020 Profit Distribution Plan at the 2020 AGM, H Share Class Meeting and A Share Class Meeting to be held on May 13, 2021 (please refer to the section headed "5. Proposed 2020 Profit Distribution Plan" above for further details on the 2020 Profit Distribution Plan).

Validity period of the resolutions

The resolutions relating to the Convertible Bonds-Related Specific Mandate set out in the notices of 2020 AGM and the Class Meetings will be valid from the date of passing of the relevant resolutions at the 2020 AGM and the Class Meetings to the date of the 2021 annual general meeting of the Company.

Application for Listing

An application will be made by the Company to the Hong Kong Stock Exchange for the approval for the listing of, and permission to deal in the Additional Conversion Shares.

Use of Proceeds

The net proceeds raised from the Bonds, after the deduction of fees, commissions and expenses payable, being approximately US$294 million (or approximately RMB2,079.5 million based on an exchange rate on the Issue Date, being September 17, 2019), has been fully utilized by the Company as at the Latest Practicable Date for, among others, (i) mergers and acquisitions, and business expansion, and (ii) working capital and general corporate purposes.

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LETTER FROM THE BOARD

Effect of the full conversion of the outstanding Bonds on the shareholding structure

The following table illustrates the effect of the full conversion of the outstanding Bonds on the shareholding structure of the Company (assuming no other Shares are allotted or issued and no existing Shares are repurchased or cancelled prior to the record dates in respect of H Shareholders and A Shareholders by reference to their entitlements to the 2020 Capitalization of Reserve and the

2020 Profit Distribution, upon satisfaction of the conditions thereto):

									Immediately after the completion
									of the 2020 Capitalization of
					Immediately after the full	Reserve and the full conversion of
					conversion of the outstanding	the outstanding Bonds at the
					Bonds at the adjusted Conversion	Further Adjusted Conversion
	As at the Latest Practicable Date	Price of HK$79.85	Price of HK$66.17
			Approximate			Approximate			Approximate
			percentage of			percentage of			percentage of
	Number of	total issued	Number of	total issued	Number of	total issued
	Shares	Shares	Shares	Shares	Shares	Shares
H Shares	315,657,283		12.88%		336,394,255		13.61%		403,812,878		13.61%
A Shares	2,134,858,437		87.12%		2,134,858,437		86.39%		2,561,830,124		86.39%
Total
2,450,515,720		100.00%		2,471,252,692		100.00%		2,965,643,002		100.00%

As shown in the above table, the issuance of the Additional Conversion Shares upon the full conversion of the outstanding Bonds at the Further Adjusted Conversion Price of HK$66.17 pursuant to the exercise of the Conversion Bonds-Related Specific Mandate will not result in any further dilution effect on the shareholding structure of the Company, when compared against the shareholding structure of the Company immediately after the full conversion of the outstanding Bonds at the initial adjusted conversion price of HK$79.85 assuming the 2020 Capitalization of Reserve does not take place.

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LETTER FROM THE BOARD

Activities of the Company during the past twelve months
The 2020 Placing

The completion of the placing by the Company of 68,205,400 H Shares (the "2020 Placing") at a price of HK$108.0 each took place on August 5, 2020. The net proceeds raised from the 2020 Placing were approximately HK$7.29 billion. There was no change in the intended use of the net proceeds as previously disclosed in the relevant announcement of the Company dated July 29, 2020 and the Company will gradually utilize the residual amount of the net proceeds in accordance with such intended purposes depending on actual business needs.

The table below sets out the planned applications of the net proceeds from the 2020 Placing and the actual usage up to February 28, 2021:

							Actual and expected
					Utilized	timeline for utilizing the
			Planned	amount (as at	remaining balance of net
			allocation of	February 28,	proceeds from the 2020
Use of proceeds			net proceeds	2021)		Placing
			(RMB million)	(RMB million)
Mergers and acquisitions	35.0%	2,295.5		195.3		December 31, 2023
including, but not
limited to, expansion of
the Group's presence in
the US, Europe and Asia
Pacific
Expansion of the Group's	20.0%	1,311.7		185.7		December 31, 2023
overseas operation
Construction of Changshu	15.0%	983.8		152.8		December 31, 2023
R&D Integrated Project
Repaying bank loans and	10.0%	655.9		655.9		Have been fully utilized
other borrowings							by December 31, 2020
Replenish the working	20.0%	1,311.7		1,214.9		December 31, 2021
capital of the Company
Total (Note)
100.0%	6,558.5		2,404.5

Note: Figures shown as totals in this table may not be an arithmetic aggregation of the figures preceding

them due to rounding adjustments.

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LETTER FROM THE BOARD

The Non-public Issuance of A shares

The completion of the non-public issuance of A Shares by the Company of 62,690,290 A Shares (the "Non-publicIssuance of A Shares") at a price of RMB104.13 each took place on September 23, 2020. The net proceeds raised from the Non-public Issuance of A Shares were approximately RMB6,461.25 million.

The table below sets out the planned applications of the net proceeds from the Non-public Issuance of A Shares and the actual usage up to February 28, 2021:

				Actual and expected
				timeline for utilizing the
			Utilized	remaining balance of net
		Planned	amount (as at	proceeds from the
		allocation of	February 28,	Non-public Issuance of
Use of proceeds		net proceeds	2021)	A Shares
		(RMB million)	(RMB million)
Phase I new drug development services	11.4%	736.28	350.54	August 31, 2022
and drug manufacturing project of
Wuxi SynTheAll Pharmaceutical Co.,
Ltd.*
Global research and development centre	7.6%	491.76	286.19	August 31, 2021
and ancillary facilities project of
Shanghai SynTheAll Pharmaceutical
Co., Ltd. *
New drug manufacturing and research	10.2%	660.64	413.43	December 31, 2021
and development centre project of
Changzhou SynTheAll Pharmaceutical
Co., Ltd. *
New drug manufacturing and research	27.7%	1,789.26	315.88	August 31, 2022
and development consolidation project
of Changzhou SynTheAll
Pharmaceutical Co., Ltd. *
Small molecule new drug manufacturing	4.6%	300.00	66.24	September 30, 2022
skill platform technical capability
upgrade project of Shanghai STA
Pharmaceutical R&D Co., Ltd. *

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LETTER FROM THE BOARD

							Actual and expected
							timeline for utilizing the
					Utilized	remaining balance of net
			Planned	amount (as at	proceeds from the
			allocation of	February 28,	Non-public Issuance of
Use of proceeds			net proceeds	2021)	A Shares
			(RMB million)	(RMB million)
Research and development platform	9.3%		600.00		76.56		September 30, 2022
technical capability upgrade project of
WuXi AppTec (Shanghai) Co., Ltd. *
Replenish the working capital of the	29.1%		1,883.31		1,879.28		N/A
Company
Total (Note)
100.0%		6,461.25		3,388.12

Note: Figures shown as totals in this table may not be an arithmetic aggregation of the figures preceding

them due to rounding adjustments.

7. PROPOSED ADJUSTMENT TO THE ANNUAL ALLOWANCE OF INDEPENDENT NON-EXECUTIVE DIRECTORS

An ordinary resolution will be proposed at the 2020 AGM to consider and approve the adjustment to the annual allowance of the independent non-executive Directors.

As the independent non-executive Directors have proactively, diligently and responsibly performed their duties during their past tenures of service, provided constructive guiding opinion for the standardized operations and strategic development of the Company, and made significant contribution, having taken into account the level of allowance in the industry, regional economic development, together with the actual operational circumstances of the Company, the profits of the Company and the workload and professionalism of the independent non-executive Directors, the Board proposed to, upon the recommendation of the Remuneration and Appraisal Committee of the Company, adjust the annual allowance of independent non-executive Directors.

At present, the annual allowance for independent non-executive Directors is RMB300,000 (before tax). An ordinary resolution will be proposed at the 2020 AGM to consider and approve the increase of the annual allowance of the independent non-executive Directors to RMB400,000 (before tax). If such independent non-executive Director worked less than one year, his or her remuneration shall be calculated on a pro-rata and daily basis. The Company shall reimburse the independent non-executive Directors all necessary and actual expenses in relation to the participation of Board meeting, the general meeting of shareholders and the exercise of their

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LETTER FROM THE BOARD

functions and powers in accordance with the relevant provisions of the Company Law of the PRC and the Articles of Association. The Remuneration and Appraisal Committee of the Company is further authorized to organize assessment and decide on remuneration issues.

8. PROPOSED RELATED PARTIES TRANSACTIONS

Overview of the proposed related parties transactions

The Application for Shares

It is proposed that STA Pharmaceutical, a wholly-owned subsidiary of STA and an indirect non-wholly-owned subsidiary of the Company, will, together with WuXi Bio, make capital contributions (the "Capital Contribution") to WuXi XDC (Cayman) Inc. ("WuXi XDC"). WuXi XDC shall first repurchase 1 ordinary share in its share capital held by WuXi Bio at a consideration of US$1.00. Concurrently, STA Pharmaceutical will enter into an application for shares with WuXi XDC to subscribe for and WuXi XDC will issue 2 ordinary shares, which represents 40% of the issued share capital of WuXi XDC at a consideration of US$80,000,000 (the "Application for Shares"), while WuXi Bio will enter into an application for shares with WuXi XDC to subscribe for and WuXi XDC will issue 3 ordinary shares, which represents 60% of the issued share capital of WuXi XDC at a consideration of US$120,000,000. The capital contribution ratio and the consideration of the capital contribution have been determined after arm's length negotiations between STA Pharmaceutical and WuXi Bio with reference to, among other things, (i) the consideration of the ADC Acquisition (as defined below) and the acquisition of the Target Assets (as defined below) pursuant to the Asset Transfer Agreement (as defined below); (ii) the capital expenditure required to expand the ADC R&D capability and GMP manufacturing capability and scale of WuXi XDC; and (iii) the daily operational capital required by WuXi XDC. The consideration to be paid by STA Pharmaceutical will be funded by the Group's internal financial resources.

Following the completion of the abovementioned capital contribution, the shareholders of WuXi XDC shall approve the adoption of the amended and restated articles of association of WuXi XDC (the "Amended and Restated WuXi XDC Articles"), pursuant to which STA Pharmaceutical and WuXi Bio shall be entitled to appoint two and three directors to the board of WuXi XDC, respectively.

The Asset Transfer Agreement

Upon completion of the Capital Contribution, WuXi XDC will set up a wholly-owned subsidiary to be incorporated under the laws of Hong Kong (the "Hong Kong Subsidiary"), which shall acquire all the issued share capital of WuXi Biologics Conjugation Co., Ltd.* (無錫藥明偶聯

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LETTER FROM THE BOARD

生物技術有限公司) ("WuXi Conjugation") currently held by WuXi Bio, following the completion of which, WuXi Conjugation will set up a wholly-owned subsidiary in Shanghai (the "Shanghai Subsidiary") to acquire the Antibody - Drug Conjugate ("ADC") business of WuXi Bio currently held through its wholly-owned subsidiary WuXi Biologics (Shanghai) Co., Ltd.* (上海藥明生物技術有限公司), at an aggregate consideration of RMB420 million (the "ADC Acquisition"). The consideration of the ADC Acquisition is determined with reference to the valuation of all the issued share capital of WuXi Conjugation as at December 31, 2020, being RMB404,413,100, using the income approach and the market approach, as well as the valuation of the relevant assets of the ADC business of WuXi Bio as at December 31, 2020, being RMB15,586,900 using the cost approach.

WuXi XDC will also, through a wholly-owned subsidiary to be set up by WuXi Conjugation in Changzhou (the "Changzhou Subsidiary"), enter into an asset transfer agreement with Changzhou STA, to acquire the payload and linker R&D business and the GMP manufacturing business of Changzhou STA (which include customer resources, assets relating to the payload and linker R&D business and personnel (the "Target Assets") at a consideration of RMB280 million (the "Asset Transfer Agreement"). The consideration of the Asset Transfer Agreement has been determined with reference to the valuation of the Target Assets as at December 31, 2020, being RMB280 million, using the income approach.

Potential continuing related parties transactions

Following the completion of the Capital Contribution, the ADC Acquisition, the Asset Transfer Agreement and the transactions contemplated thereunder, STA may, depending on actual needs, enter into separate agreements to (i) provide WuXi XDC with R&D and GMP manufacturing services for payload and linker and polypeptide drugs and oligonucleotide drugs (the annual cap for such services during 2021 is not expected to exceed RMB150 million, assuming the completion of the aforementioned transactions takes place by the end of 2021); and

provide property leasing and composite services to WuXi Conjugation (the annual cap for such services during 2021 is not expected to exceed RMB10 million, assuming the completion of the aforementioned transactions takes place by the end of 2021) (collectively, the "Potential Continuing Related Parties Transactions"). The annual caps of the Potential Continuing Related Parties Transactions have been determined based on marked-based pricing principles with reference to the expected needs of the payload and linker R&D and GMP services, the R&D and GMP manufacturing services for polypeptide drugs and oligonucleotide drugs as well as property leasing and composite services that are planned to commence in the future.

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LETTER FROM THE BOARD

Information on the Group

The Company is a joint stock company incorporated in the PRC with limited liability, the H Shares of which are listed on the Main Board of the Stock Exchange and the A Shares of which are listed on the Shanghai Stock Exchange.

The Group provides comprehensive and integrated research and manufacturing services throughout the discovery, development and manufacturing spectrum for small molecule drugs. The Group also provides development and manufacturing services for cell and gene therapies as well as testing services for medical devices.

Information on STA

STA is a company incorporated in the PRC. STA is an indirect non-wholly owned subsidiary of the Company, which is held as to 97.90% by WuXi AppTec (Shanghai) Co., Ltd. (a wholly-owned subsidiary of the Company).

Information on STA Pharmaceutical

STA Pharmaceutical is a company incorporated under the laws of Hong Kong with limited liability, and is a wholly-owned subsidiary of STA. STA Pharmaceutical is principally engaged in investment holding.

Information on Changzhou STA

Changzhou STA is a company incorporated in the PRC and a wholly-owned subsidiary of STA. Changzhou STA is principally engaged in the R&D, improvement and production services of small molecule drugs.

Information on the other parties to the related parties transactions

Information on WuXi Bio

WuXi Bio is an exempted company incorporated in the Cayman Islands with limited liability. WuXi Bio and its subsidiaries are principally engaged in the provision of end-to-end solutions and services for biologics discovery, development and manufacturing to customers involving in the biologics industry in both the PRC and other overseas countries. WuXi Bio has no controlling shareholder.

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LETTER FROM THE BOARD

As disclosed in the 2020 interim report of the Company, subsequent to the completion of the placing of 60,000,000 existing shares of WuXi Bio held by WuXi Biologics Holdings Limited on May 25, 2020, (i) the shareholding held by WuXi Biologics Holdings Limited in WuXi Bio decreased from approximately 31.49% to 26.89% of the total issued share capital of the WuXi Bio; and (ii) WuXi Biologics Holdings Limited ceased to be a controlling shareholder of WuXi Bio. Since Dr. Ge Li, together with the other Founding Individuals who are also Directors, control 58.42% of the voting power of WuXi Biologics Holdings Limited, they are deemed to be interested in the shares of WuXi Bio held by WuXi Biologics Holdings Limited. As a result, WuXi Bio is no longer a 30%-controlled company (as defined under the Listing Rules) of Dr. Ge Li and the other Founding Individuals. Accordingly, WuXi Bio is no longer an associate of Dr. Ge Li and the other Founding Individuals and hence no longer a connected person of the Company under Chapter 14A of the Listing Rules.

Information on WuXi XDC

WuXi XDC is a company incorporated in the Cayman Islands. WuXi XDC is principally engaged in investment holding, while its subsidiaries are principally engaged in the R&D, manufacturing and commercialization of ADC, payload and linker. As at the Latest Practicable Date, it is a wholly-owned subsidiary of WuXi Bio. Immediately following the completion of the Capital Contribution, WuXi XDC will be held as to 40% and 60% by STA Pharmaceutical and WuXi Bio, respectively.

Information on WuXi Conjugation

WuXi Conjugation is a company with limited liability incorporated in the PRC. WuXi Conjugation is principally engaged in the development, manufacturing and commercialization of ADC. As at the Latest Practicable Date, WuXi Conjugation is a wholly-owned subsidiary of WuXi Bio. Immediately following the completion of the ADC Acquisition, WuXi Conjugation will be indirectly held as to 40% and 60% by STA Pharmaceuticals and WuXi Bio, respectively.

Reasons for and benefits of the related parties transactions

The reasons for the abovementioned transactions are to integrate the professional capabilities of STA and Wuxi Bio in segments of drug research and development and GMP production of micro-molecules, biologics and bioconjugate. Starting with contracted research and development and manufacturing of ADC, we will establish an "end-to-end" Contract Development and Manufacturing Organization (CDMO) company specializing in drug conjugate. WuXi XDC will provide "one-stop" services to better satisfy the growing demand of global customers for research and development and manufacturing services related to such new drug molecules and also simplify the CMC process and supply chain management of ADC from development to commercialization

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LETTER FROM THE BOARD

and thus, shorten the drug launching process of our business partners so as to help patients earlier. As the parent company of a shareholder holding 40% equity interests in WuXi XDC, and through WuXi Conjugation adhering to the Company's strategy of expanding services "along with the development of drugs", it is expected that clients who originally cooperate with only STA or WuXi Bio can be developed into clients that utilize the "end-to-end" services provided by WuXi XDC, thereby increasing the average revenue generated from each client, which would in turn enable the Company to obtain investment gains through WuXi XDC.. The Company may also receive income from providing WuXi XDC with research and development and manufacturing services of small molecule chemical drugs, polypeptide drugs and oligonucleotide drugs.

The terms of the Capital Contribution and the Application for Shares, the Amended and Restated WuXi XDC Articles, the ADC Acquisition, the Asset Transfer Agreement and the transactions contemplated thereunder, as well as the expected annual caps of the Potential Continuing Related Parties Transactions, were agreed after arm's length negotiations among the parties thereto. The Directors (including the independent non-executive Directors) are of the view that the terms of the Capital Contribution and the Application for Shares, the Amended and Restated WuXi XDC Articles, the ADC Acquisition, the Asset Transfer Agreement and the transactions contemplated thereunder, as well as the expected annual caps of the Potential Related Parties Transactions, are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

Implications under the Shanghai Listing Rules

Since Dr. Ge Li, Mr. Edward Hu and Dr. Yibing Wu, who are Directors, also serve as the directors of WuXi Bio, and WuXi Bio was controlled by the Founding Individuals within a 12-month period, WuXi Bio is a related party of the Company under the Shanghai Listing Rules. Given WuXi XDC, WuXi Conjugation and the Changzhou Subsidiary (to be set up) are controlled corporations of WuXi Bio, WuXi XDC, WuXi Conjugation and the Changzhou Subsidiary are also related parties of the Company under the Shanghai Listing Rules. As such, the Application for Shares, the Amended and Restated WuXi XDC Articles, the Asset Transfer Agreement and the transactions contemplated thereunder, as well as the Potential Continuing Related Parties Transactions are related party transactions of the Company under the Shanghai Listing Rules. Pursuant to the Shanghai Listing Rules, transaction amounts under all types of related party transactions entered into in the ordinary and usual course of business of the Company and entered into between the Company and the same related party within a 12-month period should be aggregated (save for those which have complied with the relevant approval and/or disclosure procedures), and the transaction amounts under the same type of related party transactions entered into between the Company and different related parties within a 12-month period should be aggregated (save for those which have complied with the relevant approval and/or disclosure procedures), and if the total aggregated transaction amount exceeds 5% of the audited net asset

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LETTER FROM THE BOARD

attributable to the owners of the Company as at the end of the most recent financial year, such related party transactions should be presented to a general meeting for independent shareholders' approval. As the aggregate transaction amount of the Application for Shares, the Amended and Restated WuXi XDC Articles, the Asset Transfer Agreement and the transactions contemplated thereunder, as well as the Potential Continuing Related Parties Transactions exceeds 5% of the audited net asset attributable to the owners of the Company as at the end of the most recent financial year, and the aggregate transaction amount of the Application for Shares and the Amended and Restated WuXi XDC Articles as well as the transactions contemplated thereunder, together with joint investment transactions entered into with different related parties within a 12-month period, exceed 5% of the audited net asset attribution to the owners of the Company as at the end of the most recent financial year, the Application for Shares, the Amended and Restated WuXi XDC Articles, the Asset Transfer Agreement and the transactions contemplated thereunder, as well as the Potential Continuing Related Parties Transactions, are subject to Shareholders' approval requirement under the Shanghai Listing Rules.

Implications under the Hong Kong Listing Rules

As (i) WuXi Bio, WuXi XDC and WuXi Conjugation are not connected persons of the Company under the Hong Kong Listing Rules and the applicable percentage ratios in respect of the Application for Shares and the transactions contemplated thereunder, as well as the expected annual caps of the Potential Continuing Related Parties Transactions are less than 5%; and (ii) the ADC Acquisition and the Asset Transfer Agreement are to be entered into through WuXi XDC which is not a subsidiary of the Company and a part of the Group since WuXi XDC will only be held as to 40% by the Company, and STA Pharmaceutical can only nominate two out of five directors to the board of WuXi XDC; and (iii) the applicable percentage ratios in respect of the Asset Transfer Agreement are less than 5%, the Application for Shares, the Amended and Restated WuXi XDC Articles, the ADC Acquisition, the Asset Transfer Agreement and the transactions contemplated thereunder, as well as the Potential Continuing Related Parties Transactions, do not constitute connected transactions or discloseable transactions of the Company under Chapter 14A and Chapter 14 of the Hong Kong Listing rules, respectively.

Nevertheless, given such related party transactions are subject to independent Shareholders' approval pursuant to the Shanghai Listing Rules as abovementioned, an ordinary resolution will be proposed at the 2020 AGM for the Shareholders to consider and, if thought fit, approve the Application for Shares, the Amended and Restated WuXi XDC Articles, the Asset Transfer Agreement and the transactions contemplated thereunder, as well as the Potential Continuing Related Parties Transactions.

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LETTER FROM THE BOARD

Dr. Ge Li, Mr. Edward Hu and Dr. Yibing Wu, being Directors and also the directors of WuXi Bio; (ii) Dr. Steve Qing Yang, being a Director and also a director of WuXi XDC; and (iii) Dr. Ning Zhao and Mr. Zhaohui Zhang, being Directors who exercised control over WuXi Bio within the period of the past 12 months, have abstained from voting on the relevant Board resolutions approving the Application for Shares, the Amended and Restated WuXi XDC Articles, the Asset Transfer Agreement and the transactions contemplated thereunder, as well as the Potential Continuing Related Parties Transactions. Save as aforementioned, none of the other Directors has a material interest in the Application for Shares, the Amended and Restated WuXi XDC Articles, the Asset Transfer Agreement and the transactions contemplated thereunder, as well as the Potential Continuing Related Parties Transactions. Therefore, no other Director has abstained from voting on such Board resolutions.

General

WuXi XDC is still subject to construction and refinement in aspects such as manpower allocation and operational management. Whether WuXi XDC can successfully attain all its expected targets is therefore uncertain. In addition, the future business development of WuXi XDC is subject to the impact of factors such as industry policies, market environment and operational management. As such, the expected revenue of WuXi XDC is uncertain.

9. PROPOSED PROVISION OF EXTERNAL GUARANTEES FOR SUBSIDIARIES

An ordinary resolution will be proposed at the 2020 AGM to consider and approve the maximum amount of financial guarantees to be provided by the Company for certain subsidiaries of the Company, details of which are set out in Appendix IV to this circular.

10. PROPOSED AUTHORIZATION TO THE INVESTMENT DEPARTMENT OF THE COMPANY TO DISPOSE OF LISTED AND TRADING SHARES OF LISTED COMPANIES HELD BY THE COMPANY

In order to better support the Company's business development, the Board has authorized the Investment Department of the Company to, in light of circumstances of the securities market, dispose of listed and trading shares of onshore and offshore listed companies at appropriate timing. The aggregate transaction amount of the abovementioned disposals shall not exceed 15% of the audited net assets attributable to the owners of the Company for the most recent financial year. The Board has further authorized the Investment Department of the Company to, subject to the abovementioned cap, determine the particulars of the disposal plan (including but not limited to the shares to be disposed of, the disposal price, the number of shares to be disposed of and the mode of disposal). Such proposed authorization shall be valid from the date of authorization at the 2020 AGM until the date of conclusion of the 2021 annual general meeting of the Company.

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LETTER FROM THE BOARD

An ordinary resolution will be proposed at the 2020 AGM for the Shareholders to consider and, if thought fit, approve the abovementioned proposed authorization to the Investment Department of the Company to dispose of listed and trading shares of listed companies held by the Company.

11. PROPOSED RE-APPOINTMENT OF AUDITORS FOR THE YEAR 2021

An ordinary resolution will be proposed at the 2020 AGM to consider and approve the re-appointment of Deloitte Touche Tohmatsu (a special general partnership) (德勤華永會計師事務所(特殊普通合夥)) as PRC financial report and internal control report auditors of the Company for the year 2021. Another ordinary resolution will be proposed at the 2020 AGM to consider and approve the appointment of Deloitte Touche Tohmatsu (德勤 • 關黃陳方會計師行) as offshore financial report auditors of the Company for the year 2021. The remuneration for the PRC and offshore auditors for the year 2021 shall be determined based on the actual work conducted.

The remuneration paid to Deloitte Touche Tohmatsu (a special general partnership) (德勤華永會計師事務所(特殊普通合夥)) for providing domestic financial report and internal control auditing services for the Company for the year 2020 amounted to RMB4,823,000.00 (exclusive of tax), and the remuneration paid to Deloitte Touche Tohmatsu (德勤 • 關黃陳方會計師行) for providing international financial report auditing services for the Company for the year 2020 amounted to RMB1,810,000.00 (exclusive of tax).

It will also be proposed at the 2020 AGM that the Board be authorized to determine the remuneration of the PRC and offshore auditors for the year 2021 based on the actual work conducted.

12. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE A SHARES AND/OR H SHARES

In order to give the Company the flexibility to issue Shares if and when appropriate, a special resolution will be proposed at the 2020 AGM to approve the granting of the General Mandate to the Directors to allot, issue or deal with additional A Shares and/or H Shares of not exceeding 20% of the respective total number of issued A Shares and/or H Shares of the Company as at the date of passing of the proposed special resolution.

Further details of the special resolution to be passed with respect to the grant of General Mandate to issue A Shares and/or H Shares are set out in Appendix V to this circular.

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LETTER FROM THE BOARD

13. PROPOSED GRANTING OF REPURCHASE MANDATE TO REPURCHASE A SHARES AND/OR H SHARES

In order to give the Company the flexibility to repurchase Shares if and when appropriate, a special resolution will be proposed at the 2020 AGM, the A Share Class Meeting and the H Share Class Meeting to approve the granting of the Repurchase Mandate to the Directors to repurchase A Shares and/or H Shares on the Shanghai Stock Exchange and the Hong Kong Stock Exchange of not exceeding 10% of the total number of issued A Shares or H Shares of the Company as at the date of passing of the proposed special resolution.

The Directors wish to state that they have no immediate plan to repurchase any A Shares or H Shares pursuant to the Repurchase Mandate save for potential repurchase of Restricted A Shares issued under the Company's employee incentive schemes from time to time. Pursuant to Rule 10.06(5) of the Hong Kong Listing Rules, the listing of all H Shares which are repurchased by the Company (whether on exchange or otherwise) shall be automatically cancelled upon repurchase. The Company will ensure that the documents of title of the repurchased H Shares are cancelled and destroyed as soon as practicable following settlement of any such repurchase.

Further details of the special resolution to be passed with respect to the grant of the Repurchase Mandate to repurchase A Shares and/or H Shares are set out in Appendix VI to this circular. An explanatory statement required by the Hong Kong Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate is set out in Appendix VII to this circular.

14. PROPOSED INCREASE OF REGISTERED CAPITAL

Reference is made to the relevant announcements of the Company dated September 25, 2020 and March 30, 2021 in relation to, among other things, the proposed increase of registered capital of the Company.

Following the completion of the 2020 Placing of 68,205,400 H Shares at the placing price of HK$108.0 per placing share pursuant to the terms and conditions of the placing agreement on August 5, 2020, the total number of Shares of the Company has changed from 2,311,577,143 Shares to 2,379,782,543 Shares, and the registered capital of the Company has changed from RMB2,311,577,143 to RMB2,379,782,543.

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LETTER FROM THE BOARD

Following the completion of the repurchase and cancellation of part of the Restricted A Shares granted under the 2018 A Share Incentive Plan and the 2019 A Share Incentive Plan on August 19, 2020, the total number of Shares of the Company has changed from 2,379,782,543 Shares to 2,378,884,579 Shares, and the registered capital of the Company has changed from RMB2,379,782,543 to RMB2,378,884,579.

Following the exercise of the Share Options granted under the reserved grant of the 2018 A Share Incentive Plan and the completion of the registration of the new A Shares issued by the Company to the Incentive Participant on September 17, 2020, the total number of Shares of the Company has changed from 2,378,884,579 Shares to 2,378,947,299 Shares, and the registered capital of the Company has changed from RMB2,378,884,579 to RMB2,378,947,299.

Following the completion of the registration for 383,240 Restricted A Shares granted under the 2019 A Share Incentive Plan on September 17, 2020, the total number of Shares of the Company has changed from 2,378,947,299 Shares to 2,379,330,539 Shares, and the registered capital of the Company has changed from RMB2,378,947,299 to RMB2,379,330,539.

Following the completion of the proposed non-public issuance of 62,690,290 A Shares at the issue price of RMB104.13 per A Share and the registration of the new A Shares issued by the Company on September 23, 2020, the total number of Shares of the Company has changed from 2,379,330,539 Shares to 2,442,020,829 Shares, and the registered capital of the Company has changed from RMB2,379,330,539 to RMB2,442,020,829.

Due to the departure of 42 incentive participants under the 2018 A Share Incentive Plan and the 2019 A Share Incentive Plan, a total of 336,008 Restricted A Shares were repurchased and cancelled and the relevant procedures were completed on December 17, 2020. Accordingly, the total issued share capital of the Company changed from 2,442,020,829 Shares to 2,441,684,821 Shares, and the registered capital of the Company has changed from RMB2,442,020,829 to RMB2,441,684,821.

On January 27, 2021, the Company received RMB4,541,320 from an incentive participant of the 2018 A Share Incentive Plan to subscribed for 98,000 A Shares pursuant to his share options the conditions for the first exercisable period of which have been fulfilled. After the completion of the registration of the 98,000 shares issued pursuant to the exercise of such share options, the total issued share capital of the Company was changed to 2,448,531,419 Shares, and the registered capital of the Company has changed to RMB2,448,531,419.

On January 22, 2021, Mr. Ellis Bih-Hsin CHU (朱璧辛) approved and agreed in writing the conversion of the Bonds into H Shares by the relevant bondholders, namely Jefferies International Limited and Goldman Sachs International; on February 2, 2021, February 8, 2021, February 9,

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LETTER FROM THE BOARD

2021, February 19, 2021, February 25, 2021, March 2, 2021, March 8, 2021 and March 11, 2021, respectively, Mr. Edward Hu approved and agreed in writing the conversion of the Bonds into H Shares by the relevant bondholders, namely, Credit Suisse Hong Kong Limited, JP Morgan Securities LLC, Goldman Sachs International, Bank of America Merrill Lynch, Morgan Stanley and Co International PLC, Nomura International PLC, Jefferies International Limited, Credit Suisse Securities (Europe) Ltd-Prime Brokerage. The date of allotment of the converted H Shares were January 28, 2021, February 8, 2021, February 18, 2021, February 26, 2021, March 4, 2021, March 9, 2021, March 15, 2021 and March 17, 2021, respectively. Accordingly, the total issued share capital of the Company changed to 2,450,515,720 Shares, and the registered capital of the Company has changed to RMB2,450,515,720.

As a result of the above changes in the registered capital of the Company, the Board proposes to change the Company's registered capital from RMB2,311,577,143 divided into 2,311,577,143 Shares to RMB2,450,515,720 divided into 2,450,515,720 Shares. A special resolution will be proposed at the 2020 AGM to consider and approve such proposed increase of registered capital of the Company.

15. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the relevant announcements of the Company dated September 25, 2020 and March 30, 2021 in relation to, among other things, the proposed amendments to the Articles of Association. In light of the proposed change in the registered capital of the Company, the Guidelines on the Fulfillment of Duties by Independent Directors of Listed Companies which was amended in July 2020, and the actual conditions as to the fulfillment of duties by the independent non-executive Directors of the Company, the Board proposed to make relevant amendments to the Articles of Association. The full text of the proposed amendments to the Articles of Association, which were prepared in the Chinese language, is set out below. In the event of any discrepancy between the English translation and the Chinese version, the Chinese version shall prevail.

Original Articles

Amended Articles

Article 6 The registered capital of the

Company is RMB2,311,577,143.

Company is RMB2,311,577,1432,450,515,720.

Article 23 ...

Article 23

...

The shareholding of the Company is:

2,311,577,143

ordinary

shares,

including

2,311,577,1432,450,515,720 ordinary

shares,

2,072,858,159 shares held by shareholders of

including

2,134,858,437

2,072,858,159

domestically listed domestic shares; 238,718,984

held by shareholders of

domestically

listed

shares held by H-share shareholders.

domestic shares; 238,718,984315,657,283 shares

held by H-share shareholders.

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LETTER FROM THE BOARD

Original Articles

Amended Articles

Article 151 ⋯⋯ If any independent director

resigns so that the number of independent

directors or the membership of the Board falls

short of the minimum number specified in the

Articles of Association or the quorum, such

resignation shall not become effective until the

vacancy is filled up by a succeeding director.

vacancy is filled up by a succeeding director

If the independent directors of the Company at

(except where the independent director resigns

any time do not meet the requirements for the

due to loss of independence and is legally

number

people,

qualification

dismissed). If the independent directors of the

independence specified in Hong Kong Listing

Company

at any time do not meet the

Rules, the Company must inform HKEX

requirements for the number of people,

immediately, and explain the details and reason

qualification or independence specified in

by means of announcement, and shall, within

Hong Kong Listing Rules, the Company must

three months after non-compliance with the

inform HKEX immediately, and explain the

relevant

provisions,

appoint

enough

details and reason by means of announcement,

independent directors to meet the requirements

and shall,

within three

months after

of Hong Kong Listing Rules.

non-compliance with the relevant provisions,

appoint enough independent directors to meet

the requirements of Hong Kong Listing Rules.

Article 152 An independent director shall

work for the Company for at least 15 workdays

every year, including attending general

meetings, Board meetings and meetings of

special committees, examination of the

establishment and implementation of systems

for production and operation, management and

internal control and execution of Board

resolutions, discussion with the management

on operation and on-site study of material

investments,

production

and construction

investments,

production and

construction

projects, and shall work in the office of the

Company for at least 10 workdays every year.

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LETTER FROM THE BOARD

Original Articles

Amended Articles

Article 153 An independent director shall have

the following special powers in addition to the

powers stipulated by the Articles of Association:

(I)

significant

connected

transaction

(I)

significant

connected

transaction

(identified according to the standard

required by the stock exchange in the

place where the stocks of the Company

are listed, the same below) shall first be

approved by independent directors and

then discussed by the Board; before

making a judgment, the independent

directors may appoint an intermediary

qualified for conducting securities and

futures businesses to provide independent

financial and advisory reports as a basis

for their judgment;

(II)

to propose to appoint or dismiss the

(II)

to propose to appoint or dismiss the

accounting firm and to give prior

approval for appointment or dismissal of

the accounting firm by the Company;

(III)

to propose to convene an extraordinary

(III)

to propose to convene an extraordinary

general meeting;

(IV)

to propose to convene a Board meeting;

(IV)

to propose to convene a Board meeting;

(V)

to openly collect voting rights from

(V)

to openly collect voting rights from

shareholders before a general meeting is

held;

(VI)

to independently appoint an external

(VI)

to independently appoint an external

auditing organ and advisory organ to

auditingintermediary organ to express

audit and advise on specific matters of

professional

opinions

and advisory organ

the Company if necessary;

to audit and

advise on specific matters of

(VII)

to enjoy other rights stipulated by laws,

the Companyif necessary;

administrative

regulations,

departmental

(VII)

to enjoy other rights stipulated by laws,

rules, regulatory documents, the listing

administrative regulations,

departmental

rules of the stock exchange in the place

rules,

regulatory

documents,

where the stocks of the Company are

self-regulatory rules, the listing rules of

listed and the Articles of Association.

the stock exchange in the place where the

stocks of the Company are listed and the

Independent directors shall seek the consent of

Articles of Association.

more than half of all the independent directors

Independent directors shall seek the consent of

before exercising the powers under (I)-(V)

above and shall seek the consent of all the

more than half of all the independent directors

independent directors before exercising the

before exercising the powers under (I)-(VVII)

powers under (VI) above. The reasonable

above and shall seek the consent of all

the

expenses

incurred

from

engaging

independent directors before exercising the

intermediaries or professionals or other

powers under (VI) aboveexcept for the powers

reasonable expenses required for duty

exercisable solely by an

independent director

performance by independent directors shall be

in accordance with relevant regulations. The

borne by the Company.

reasonable expenses incurred from engaging

intermediaries or professionals or other

reasonable expenses required for duty

performance by independent directors shall be

borne by the Company.

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LETTER FROM THE BOARD

Original Articles

Amended Articles

Article 154 Independent directors shall give

objective, fair and independent opinions on the

matters discussed by the general meeting or

the Board of the Company. Especially, they

shall give opinions to the general meeting or

the Board in relation to the following matters:

⋯⋯

(VIII)

workout of plan for conversion of

(VIII)

over-raised

funds

used

capital reserve into share capital;

permanently

supplement

working

(IX)

changes in accounting policies and

capital and repay bank loans;

accounting estimates or correction of

(VIIIIX)

workout of

plan

for

conversion

significant

accounting errors resulting

capital reserve into share capital;

from reasons other than changes in

accounting standards;

(IXX)

changes in

accounting

policies and

(X)

production

of nonstandard

unqualified

accounting

estimates

or correction

of significant

accounting

errors

audit opinions by certified public

resulting from reasons other than

accountants on the financial reports of

changes in accounting standards;

the Company;

(XXI)

production

nonstandard

(XI)

appointment and dismissal of the

unqualified

audit

opinions

accounting firm;

certified public accountants on the

(XII)

acquisition

the

Company's

financial reports of the Company;

management;

(XIXII)

appointment

and

dismissal

the

(XIII)

material asset restructuring of the

accounting firm;

Company;

(XIIXIII)

acquisition

the

Company's

(XIV)

share repurchase by the Company by

management;

means of centralized bidding;

(XIIIXIV) material asset restructuring

the

(XV)

internal control evaluation report of the

Company;

(XIVXV) share repurchase by the Company by

(XVI)

plan for change of undertakings made

means of centralized bidding;

by the Company to related parties;

(XVXVI)

internal control evaluation report of

(XVII)

existing or new loan transactions

the Company;

involving a total amount of more than

(XVIXVII)

plan for change of undertakings

RMB3,000,000 or more than 5% of the

made by the Company to related

latest audited net assets of the

parties;

Company

between

the

Company's

shareholders, de facto controllers and

(XVIIXVIII)

the impact of the issuance of the

connected enterprises thereof and the

Company's

preferred

Company

other

financial

rights attaching to the class

transactions, and whether the Company

shareholders;

has taken effective measures to collect

outstanding receivables;

- 37 -

Amended Articles

LETTER FROM THE BOARD

Original Articles

(XVIII)

other

matters

which

independent

(XIX)

existing or new loan transactions

directors deem likely to damage the

involving a total amount of more

rights and interests of the Company,

than RMB3,000,000 or more than

creditors and minor shareholders;

5% of the latest audited net assets of

the

Company

between

the

(XIX)

other

matters

stipulated by

laws,

Company's

shareholders, de

facto

administrative

regulations,

controllers

and

connected

departmental

rules,

regulatory

enterprises thereof and the Company

documents, the listing rules of the

or other financial transactions, and

stock exchange in the place where

whether the Company has taken

the stocks of the Company are listed

effective

measures

collect

and the Articles of Association or

outstanding receivables;

ascertained

the

securities

regulatory authority of

the

State

(XVIIIXX)

voluntary delisting of the Company;

Council.

(XXI)

other

matters which

independent

directors deem likely to damage the

rights and interests of the Company,

creditors and minor shareholders;

(XIXXXII) other matters stipulated by laws,

administrative regulations, departmental rules, regulatory documents, self-regulatory rules, the listing rules of the stock exchange in the place where the stocks of the Company are listed and the Articles of Association or ascertained by the securities regulatory authority of the State Council.

Before the independent directors express their independent opinions on matters relating to the Company's voluntary delisting, they should fully consult the medium and minority shareholders on whether the matter is beneficial to the Company's long-term development and the interests of the shareholders as a whole. The independent directors' opinions formed on this basis should be announced together with the notice of the shareholders' meeting.

- 38 -

LETTER FROM THE BOARD

The Company proposed that the Board be authorized to further authorize the Chairman or other persons as further authorized by him to handle relevant filing and registration procedures with competent authorities in relation to the proposed amendments to the Articles of Association.

A special resolution will be proposed at the 2020 AGM to consider and approve the proposed amendments to the Articles of Association and the relevant authorization as aforementioned.

16. PROPOSED FOREIGN EXCHANGE HEDGING LIMIT

An ordinary resolution will be proposed at the 2020 AGM to consider and approve the granting of limit on engaging in foreign exchange hedging, details of which are set out in Appendix VIII to this circular.

17. PROPOSED AMENDMENTS TO THE WORK POLICIES OF THE INDEPENDENT DIRECTORS

In light of the revisions to the "The Guidelines for the Performance of Duties by Independent Directors of Listed Companies" in July 2020, and in order to further refine the independent Directors' powers and responsibilities, as well as the convenience and practicality in performing their duties, and pursuant to how the independent Directors have performed their duties in practice, an ordinary resolution will be proposed at the 2020 AGM to consider and approve the proposed amendments to the Company's work policies of the independent Directors.

The full text of the proposed amendments to the Company's work policies of the independent Directors, which were prepared in the Chinese language, is set out in Appendix IX to this circular. In the event of any discrepancy between the English translation and the Chinese version, the Chinese version shall prevail.

18. THE 2020 AGM AND THE 2021 FIRST H SHARE CLASS MEETING

The 2020 AGM will be held at Sheraton Shanghai Waigaoqiao Hotel, 28 Jilong Road, Pilot Free Trade Zone, Shanghai, China on Thursday, May 13, 2021 at 2:00 p.m., for the Shareholders to consider and, if thought fit, approve the aforesaid resolutions. The abovementioned resolutions will be proposed by way of ordinary and special resolutions at the 2020 AGM to be approved by the Shareholders. The voting in relation to such resolutions will be conducted by way of poll.

- 39 -

LETTER FROM THE BOARD

The Class Meetings will be held at Sheraton Shanghai Waigaoqiao Hotel, 28 Jilong Road, Pilot Free Trade Zone, Shanghai, China on Thursday, May 13, 2021 at 2:00 p.m., for the Shareholders to consider and, if thought fit, approve the (i) 2020 Profit Distribution Plan; (ii) the Repurchase Mandate; and (iii) the Convertible Bonds-Related Specific Mandate. The abovementioned resolutions will be proposed by way of special resolutions at the H Share Class Meeting to be approved by the H Shareholders. The voting in relation to such resolutions will be conducted by way of poll.

The notices of the 2020 AGM and the H Share Class Meeting are set out on pages AGM-1 to AGM-8 and HCM-1 to HCM-5 of this circular, respectively.

Shareholders with a material interest in the Application for Shares, the Amended and Restated WuXi XDC Articles, the Asset Transfer Agreement and the transactions contemplated thereunder, as well as the Potential Continuing Related Parties Transactions, and their associates, will be required to abstain from voting on the resolution in relation to the Application for Shares, the Amended and Restated WuXi XDC Articles, the Asset Transfer Agreement and the transactions contemplated thereunder, as well as the Potential Continuing Related Parties Transactions. Save as aforementioned, to the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder has a material interest in the resolutions to be proposed at the 2020 AGM and the H Share Class Meeting, and therefore no Shareholder is required to abstain from voting at the 2020 AGM and the H Share Class Meeting for such resolutions.

An announcement on the poll results will be published by the Company after the 2020 AGM and the H Share Class Meeting in the manner prescribed under the Listing Rules.

Two forms of proxy for use at the 2020 AGM and the H Share Class Meeting are enclosed with this circular and such forms of proxy are also published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.wuxiapptec.com.cn). To be valid, for the H Shareholders, the forms of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, 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 at the Company's H Share Registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 24 hours before the time appointed for the 2020 AGM and the H Share Class Meeting (i.e. not later than 2:00 p.m. on Wednesday, May 12, 2021 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and delivery of the forms of proxy will not preclude you from attending and voting at the 2020 AGM and/or and the H Share Class Meeting if you so wish.

- 40 -

LETTER FROM THE BOARD

19. RECOMMENDATION

The Directors consider that all of the resolutions mentioned above are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions at the 2020 AGM and the H Share Class Meeting.

Yours faithfully,

For and on behalf of the Board

Dr. Ge Li

Chairman

- 41 -

APPENDIX I WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2020

WUXI APPTEC CO., LTD.

Work Report of the Board of Directors for the Year 2020

WuXi AppTec Co., Ltd. (the "Company") provides comprehensive and integrated new drug research and development and production services for the global biomedical industry. By enabling global pharmaceutical, biotechnology, and medical device companies, the Company is committed to advancing the development of new drugs that lead to groundbreaking treatments for patients. Shouldering the mission of research and committed to serving customers, the Company can help customers improve the efficiency of research and development through cost-effective and efficient research and development services, which cover chemical drug research and development and production, cell and gene therapy research and development and production, medical device testing and other fields.

The Company's operation status in 2020, the works of the Board of Directors in 2020 and the work plan for 2021 are reported below:

THE COMPANY'S OPERATION STATUS IN 2020

In 2020, during the COVID-19 pandemic period, the Company took full advantage of its global network and full-industry chain to facilitate global coordination and business consistency, and supported the new drug development of its customers, gaining wide recognition from customers. During the reporting period, the Company gradually resumed normal operation from the COVID-19 pandemic and showed strong growth since the second quarter in 2020. As compared with 2019, the total operating income, operating profit, total profit, net profit attributable to the shareholders of the Company, and net profit attributable to the shareholders of the Company after non-IFRS adjustment recorded a year-on-year increase of approximately 28.46%, 44.79%, 44.18%, 59.62% and 48.10%, respectively, and basic earnings per share recorded a year-on-year increase of approximately 56.79%.

During the reporting period, the Company had more than 1,300 new customers and more than 4,200 active customers. Thanks to the continuous increase in the business volume of the existing customers and the continuous development of new customers, the Company's business in each sector has maintained a good momentum of development. The Company realized the operating income of RMB16,535.4315 million, representing a year-on-year growth of 28.46%. The revenue from laboratory services in China was RMB8,545.8241 million, with a year-on-year growth of 32.02%. The revenue from the CDMO services was RMB5,282.0536 million, with a year-on-year growth of 40.78%. The revenue from laboratory services in the United States was RMB1,516.5967 million, with a year-on-year decrease of 2.96%. The revenue from clinical research and other CRO services was RMB1,168.8522 million, with a year-on-year growth of 9.98%.

- I-1 -

APPENDIX I WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2020

Review of the main works of the Board of Directors in 2020

Conscientiously performing the obligations of the Board of Directors, and giving full play to the decision-making power of the board on major issues

The Board of Directors of the Company earnestly performed its obligations, legally examined the key issues in the operation and development of the Company and prudently made decisions in accordance with the Company Law of the People's Republic of China ("the Company Law"), the Securities Law of the People's Republic of China, the Governance Guidelines for Listed Companies and other relevant laws and regulations, the listing rules of the stock exchange where the Company's shares are listed, and the internal rules and management systems of the Company, including the articles of association of WuXi AppTec Co., Ltd. ("the Articles of Association").

In 2020, the Board of Directors held 14 meetings and considered 89 proposals, detailed as follows:

No.	Name of Meeting	Date of Meeting	Agenda

1.	The 38th Meeting of the First	February 15, 2020	1.	Proposal on Investment and Connected
	Session of the Board of			Transactions
	Directors

2.	The 39th Meeting of the First	March 24, 2020	1.	Proposal on Work Report of the Board
	Session of the Board of			of Directors for 2019
	Directors and the Annual
	Board Meeting for 2019		2.	Proposal on Work Report of the
				President (Chief Executive Office) for
				2019
			3.	Proposal on Annual Report, Report
				Summary and Results Announcement
				for 2019
			4.	Proposal on Final Account Report of
				the Company for 2019
			5.	Proposal on Profit Distribution and
				Conversion of Capital Reserve into
				Share Capital of the Company for 2019

- I-2 -

APPENDIX I WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2020

No.

Name of Meeting

Date of Meeting

Agenda

6. Proposal on Special Report of the Company on Deposit and Actual Use of Funds Raised in 2019

7. Proposal on the External Guarantee Quota of the Company in 2020

8. Proposal on the Re-appointment of Domestic and Overseas Accounting Firms in 2020

9. Proposal on Asset Write-off

10. Proposal on the Verification of the Amount of Foreign Exchange Hedging Business Carried Out by the Company in 2020

11. Proposal on the Use of Idle Raised Funds for Meeting Cash Management Limit

12. Proposal on the Use of Own Funds for

Meeting Cash Management Limit

13. Proposal on the Budget for the Continuing Connected Transactions in 2020

14. Proposal on the Internal Control Report of the Company for 2019

15. Proposal on the Authorization to the Investment Department of the Company for the Disposal of Outstanding Shares

16. Proposal on the Review of the Report of Enterprise Social Responsibility of 2019

- I-3 -

APPENDIX I WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2020

No.

Name of Meeting

Date of Meeting

Agenda

17. Proposal on Setting Up and Election of the Environmental, Social and Governance Committee of WuXi AppTec Co., Ltd.

18. Proposal on Formulating Rules of Procedures for the Environmental, Social and Governance Committee of WuXi AppTec Co., Ltd.

19. Proposal on the Change of Registered Capital of the Company

20. Proposal on Revising Articles of Association and Making Industrial and Commercial Change Registration

21. Proposal on Revising Rules of Procedures of General Meeting of WuXi AppTec Co., Ltd.

22. Proposal on Revising Rules of Procedures of Board of Directors of WuXi AppTec Co., Ltd.

23. Proposal on the Election of the Second Session of the Board of Directors

24. Proposal on Remunerations for Directors of the Company

25. Proposal on the Appointment of the Senior Management of the Company

26. Proposal on Remunerations for Senior Management of the Company

27. Proposal on the Change of Joint Company Secretary

- I-4 -

APPENDIX I WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2020

No.

Name of Meeting

Date of Meeting

Agenda

28. Proposal on the Grant of General Mandate by the General Meeting to the Board of Directors for Additional Issue of A Shares and/or H Shares

29. Proposal on the Grant of General Mandate by the General Meeting to the Board of Directors for Repurchase of A Shares and/or H Shares

30. Proposal on Fulfilment of Conditions for Non-public Issuance of A Shares

31. Proposal on the Plan for the Non-Public Issuance of A Shares

32. Proposal on the Proposed Plan for the Non-Public Issuance of A Shares

33. Proposal on the Feasibility Report on Use of Proceeds from Non-public Issuance of A Shares

34. Proposal on the Report on Use of Proceeds from Previous Fund Raising

35. Proposal on Remedial Measures Regarding Dilution on Returns for the Current Period due to Non-Public Issuance of A Shares

36. Proposal on the Shareholder Return Plan for the Next 3 Years (2020-2022) of the Company

37. Proposal on Requesting the General Meeting to Authorize the Board of Directors, the Chairman and/or Authorized Persons of the Chairman to Handle Matters Related to Non-Public Issuance of A Shares of the Company at Their Sole Discretion

- I-5 -

APPENDIX I	WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2020

No.	Name of Meeting	Date of Meeting	Agenda

				38.	Proposal on Issuing Additional H
					Shares of the Company
				39.	Proposal on Holding the Annual
					General Meeting for 2019, the First A
					Share Class Meeting for 2020 and the
					First H Share Class Meeting for 2020
					of WuXi AppTec Co., Ltd.

3.	The 40th Meeting of the First	April 29, 2020	1.	Proposal on the First Quarterly Report
	Session of the Board of			for 2020 of the Company
	Directors

4.	The 41st Meeting of the First	May 6, 2020	1.	Proposal on Issues relating to the
	Session of the Board of			Unlocking for the First Unlocking
	Directors				Period of Restricted Shares Initially
					Granted under the Restricted Shares
					and Stock Option Incentive Plan of
					2018 of the Company

5.	The first Meeting of the	May 21, 2020	1.	Proposal on the Election of President
	Second Session of the			of the Second Session of the Board of
	Board of Directors			Directors
				2.	Proposal on the Appointment of
					Manager	(President	and	Chief
					Executive Officer) of the Company
				3.	Proposal on the Appointment of Vice
					President and Amendment to the
					Articles of Association of WuXi
					AppTec Co., Ltd.
				4.	Proposal on the Election of Vice
					President of the Second Session of the
					Board of Directors
				5.	Proposal on the Appointment of Chief
					Global Investment Officer of the
					Company

- I-6 -

APPENDIX I WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2020

No.

Name of Meeting

Date of Meeting

Agenda

6. Proposal on the Appointment of Co-chief Executive Officers of the Company

			7.	Proposal on the Appointment of Vice
				President of the Company
			8.	Proposal on the Appointment of Chief
				Financial Officer of the Company
			9.	Proposal on the Appointment of
				Secretary to the Board of Directors of
				the Company
			10.	Proposal on the Appointment of
				Securities Affairs Representative of the
				Company
			11.	Proposal on the Election of Members
				of Special Committees of the Second
				Session of the Board of Directors of
				the Company
			12.	Proposal on the Amendment to the
				Procedures for Shareholders of WuXi
				AppTec Co., Ltd. to Nominate
				Individuals for the Election of
				Directors

6.	The Second Meeting of the	June 10, 2020	1.	Proposal on the Adjustment of the
	Second Session of the			Exercising Price and Number of
	Board of Directors			Options under the Stock Appreciation
				Incentive Plan for 2019
			2.	Proposal on the Fulfillment of
				Conditions of the First Exercising
				Period of the Stock Appreciation
				Incentive Plan for 2019

- I-7 -

APPENDIX I WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2020

No.

Name of Meeting

Date of Meeting

Agenda

3. Proposal on Adjusting the Amount of Reserved Interests under the Restricted Shares and Stock Option Incentive Plan of 2019

4. Proposal on Granting Reserved Interests to Incentive Targets

5. Proposal on Adjusting the Repurchasing Price and Number of Restricted Shares and the Exercising Price and Number of Options of Reserved Interests Initially Granted and Reserved under the Restricted Shares and Stock Option Incentive Plan of 2018 of the Company

6. Proposal on the Repurchase and Cancellation of Part of Restricted Shares under the Restricted Shares and Stock Option Incentive Plan of 2018

7. Proposal on Adjusting the Repurchase Price and Number of Restricted Shares and the Exercising Price and Number of Options Initially Granted under the Restricted Shares and Stock Option Incentive Plan of 2019

8. Proposal on the Repurchase and Cancellation of Part of Restricted Shares and Cancellation of Part of Options Initially under the Restricted Shares and Stock Option Incentive Plan of 2019

9. Proposal on the Change of Accounting Treatment of JW (Cayman) Therapeutics Co., Ltd.

- I-8 -

APPENDIX I WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2020

No.	Name of Meeting	Date of Meeting	Agenda

7.	The Third Meeting of the	July 21, 2020	1.	Proposal on the Fulfillment of
	Second Session of the			Conditions of the First Exercising
	Board of Directors			Period of Options for the Reserved
				Interests Granted under the Restricted
				Shares and Stock Option Incentive
				Plan of 2018
			2.	Proposal on Deliberating the H Share
				Award and Trust Scheme for 2020 of
				WuXi AppTec Co., Ltd. (Draft)
			3.	Proposal on Granting Awards to
				Connected Persons under the H Share
				Award and Trust Scheme for 2020
			4.	Proposal on Requesting the General
				Meeting of the Company to Authorize
				the Board of Directors to Handle
				Matters Pertaining to the H Share
				Award and Trust Scheme for 2020
			5.	Proposal on the Change of Registered
				Capital of the Company
			6.	Proposal on Revising Articles of
				Association and Making Industrial and
				Commercial Change Registration
			7.	Proposal on Revising Rules of
				Procedures of General Meeting of
				WuXi AppTec Co., Ltd.
			8.	Proposal on Revising Rules of
				Procedures of the Board of Directors
				of WuXi AppTec Co., Ltd.
			9.	Proposal on Holding the First
				Extraordinary General Meeting for
				2020 of WuXi AppTec Co., Ltd.

- I-9 -

APPENDIX I	WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2020

No.	Name of Meeting	Date of Meeting	Agenda

8.	The 4th Meeting of the	August 13, 2020	1.	Proposal on Interim Report, Report
	Second Session of the			Summary	and	Interim		Results
	Board of Directors			Announcement of the Company for
					2020
				2.	Proposal on Interim Special Report on
					Deposit and Actual Use of Funds
					Raised in 2020

9.	The 5th Meeting of the	September 25, 2020	1.	Proposal on Replacing Self-raised
	Second Session of the			Funds Pre-invested with Raised Funds
	Board of Directors
				2.	Proposal on the Adjustment of Use of
					Idle Raised Funds for Meeting Cash
					Management Limit
				3.	Proposal on the Adjustment of Use of
					Idle Own Funds for Meeting Cash
					Management Limit
				4.	Proposal	on	Increasing		Capital
					Contribution to	Subsidiaries	Using
					Raised Funds and Own Funds
				5.	Proposal on the Change of Registered
					Capital of the Company
				6.	Proposal on Revising Articles of
					Association and Making Industrial and
					Commercial Change Registration

10.	The 6th Meeting of the	October 19, 2020	1.	Proposal on Subscription for Private
	Second Session of the			Equity	Fund	and	Connected
	Board of Directors			Transactions
				2.	Proposal on the Repurchase and
					Cancellation of Part of Restricted
					Shares under the Restricted Shares and
					Stock Option Incentive Plan of 2018

				3.	Proposal on the Repurchase and
					Cancellation of Part of Restricted
					Shares and Cancellation of Part of
					Options under the Restricted Shares
					and Stock Option Incentive Plan of
					2019

- I-10 -

APPENDIX I	WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2020

No.	Name of Meeting	Date of Meeting	Agenda

11.	The 7th Meeting of the	October 29, 2020	1.	Proposal on the Third Quarterly Report
	Second Session of the			of for 2020 of the Company
	Board of Directors

12.	The 8th Meeting of the	November 17, 2020	1.	Proposal on Investment and Connected
	Second Session of the			Transactions
	Board of Directors

13.	The 9th Meeting of the	December 1, 2020	1.	Proposal on Delay of Certain
	Second Session of the			Investment	Projects	Using	Proceeds
	Board of Directors			from the Initial Public Offering of
					Shares
				2.	Proposal on Change of Implementation
					Location and Expected Timeline of
					Certain Investment	Projects	Using
					Proceeds from the Initial Public
					Offering of Overseas-listed Shares (H
					Shares)
				3.	Proposal	on	Establishing	the
					Long-term Incentive Management
					Committee of WuXi AppTec Co., Ltd.
					and Authorizing		the Management
					Committee to Handle Relevant Matters

14.	The 10th Meeting of the	December 14, 2020	1.	Proposal on Establishing a Special
	Second Session of the			Working	Committee	for	the
	Board of Directors			Subscription for WuXi Huiying Fund
					and Electing the Committee Members

- I-11 -

APPENDIX I WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2020

Submitting Major Issues to general meeting for deliberation and strictly implementing the relevant resolutions of the general meeting

The Board of Directors earnestly performed the obligations as the general meeting convener according to the Company Law and other relevant laws and regulations, listing rules of the stock exchange where the Company's shares are listed and the internal rules and management systems of the Company, including the Articles of Association.

In 2020, the Board of Directors convened 4 general meetings, as detailed below:

No.	Name of Meeting	Date of Meeting	Agenda

1	Annual General Meeting for	May 15, 2020	1.	Proposal on Work Report of the Board
	2019			of Directors for 2019
			2.	Proposal on Work Report of the
				Supervisory Committee for 2019
			3.	Proposal on Annual Report and Report
				Summary of the Company for 2019
			4.	Proposal on Final Account Report for
				2019
			5.	Proposal on Profit Distribution and
				Conversion of Capital Reserve into
				Share Capital of the Company for 2019
			6.	Proposal on the External Guarantee
				Quota of the Company in 2020
			7.	Proposal on the Re-appointment of
				Domestic and Overseas Accounting
				Firms in 2020
			8.	Proposal on the Verification of the
				Amount of Foreign Exchange Hedging
				Business Carried Out by the Company
				in 2020

- I-12 -

APPENDIX I WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2020

No.

Name of Meeting

Date of Meeting

Agenda

9. Proposal on the Change of Registered Capital of the Company

10. Proposal on Revising Articles of Association and Making Industrial and Commercial Change Registration

11. Proposal on Revising Rules of Procedures of General Meeting of WuXi AppTec Co., Ltd.

12. Proposal on Revising Rules of Procedures of the Board of Directors of WuXi AppTec Co., Ltd.

13. Proposal on Remunerations for Directors of the Company

14. Proposal on Remunerations for Supervisors of the Company

15. Proposal on the Grant of General Mandate by the General Meeting to the Board of Directors for Additional Issue of A Shares and/or H Shares

16. Proposal on the Grant of General Mandate by the General Meeting to the Board of Directors to Repurchase A Shares and/or H Shares

17. Proposal on Fulfillment of Conditions for Non-public Issuance of A Shares

18. Proposal on Non-public Issuance of A Shares

19. Proposal on Feasibility Report on Use of Proceeds from Non-public Issuance of A Shares

- I-13 -

APPENDIX I WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2020

No.

Name of Meeting

Date of Meeting

Agenda

20. Proposal on Report on Use of Proceeds from Previous Fund Raising

21. Proposal on Remedial Measures Regarding Dilution on Returns for the Current Period due to Non-Public Issuance of A Shares

22. Proposal on the Shareholder Return Plan for the Next 3 Years (2020-2022) of the Company

23. Proposal on Requesting the General Meeting to Authorize the Board of Directors, the Chairman and/or Authorized Persons of the Chairman to Handle Matters Related to Non-Public Issuance of A Shares of the Company at Their Sole Discretion

			24.	Proposal on Issuing Additional H
				Shares of the Company
			25.	Proposal	on	Election	of
				Non-independent Directors of the
				Second Session of the Board of
				Directors of the Company
			26.	Proposal on Election of Independent
				Directors of the Second Session of the
				Board of Directors of the Company
			27.	Proposal on Election of Shareholder
				Representative Supervisors of	the
				Second Session of the Supervisory
				Committee of the Company

2	The First A Share Class	May 15, 2020	1.	Proposal	regarding	Profit Distribution
	Meeting for 2020			and Conversion of Capital Reserve
				into Share Capital of the Company for
				2019

- I-14 -

APPENDIX I	WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2020

No.	Name of Meeting	Date of Meeting	Agenda

				2.	Proposal on the Grant of General
					Mandate by the General Meeting to the
					Board of Directors to Repurchase A
					Shares and/or H Shares
				3.	Proposal on Issuing Additional H
					Shares of the Company

3	The First H Share Class	May 15, 2020	1.	Proposal regarding Profit Distribution
	Meeting for 2020			and Conversion of Capital Reserve
					into Share Capital of the Company for
					2019
				2.	Proposal on the Grant of General
					Mandate by the General Meeting to the
					Board of Directors to Repurchase A
					Shares and/or H Shares
				3.	Proposal on Issuing Additional H
					Shares of the Company

4	The First Extraordinary	August 31, 2020	1.	Proposal on Deliberating the H Share
	General Meeting for 2020			Award and Trust Scheme for 2020 of
					WuXi AppTec Co., Ltd. (Draft)
				2.	Proposal on Granting Awards to
					Connected Persons under the H Share
					Award and Trust Scheme for 2020
				3.	Proposal on Requesting the General
					Meeting of the Company to Authorize
					the Board of Directors to Handle
					Matters Pertaining to the H Share
					Award and Trust Scheme for 2020
				4.	Proposal on the Change of Registered
					Capital of the Company
				5.	Proposal on Revising Articles of
					Association and Making Industrial and
					Commercial Change Registration

- I-15 -

APPENDIX I WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2020

No.	Name of Meeting	Date of Meeting	Agenda

			6.	Proposal on Revising Rules of
				Procedures of General Meeting of
				WuXi AppTec Co., Ltd.
			7.	Proposal on Revising Rules of
				Procedures of the Board of Directors
				of WuXi AppTec Co., Ltd.
			8.	Proposal on Change of Supervisors of
				the Company
			9.	Proposal on Adjustment of the
				Remuneration Scheme of Supervisors
				of the Company

The Board of Directors was able to strictly implement the resolutions adopted by the general meeting and fully implement the resolutions.

(III) Performance of duties by Independent Directors of the Company

Independent directors of the Company, Mr. Jiangnan Cai, Ms. Yan Liu, Mr. Hetong Lou, Mr. Xiaotong Zhang and Mr. Dai Feng, conducted sufficient discussions and provided independent opinions on the operation in compliance and operation management of the Company including the selection of new session of Directors, appointment of senior management, appointment of domestic and international accounting firms and formulation of profit distribution plan, and paid full attention to and provided independent opinions on financial issues such as the external guarantee amounts, use of funds raised and own funds and operation of foreign exchange hedging business, and major decisions on the connected transactions, H Share Award and Trust Scheme and non-public issuances of A/H Shares of the Company in 2020. They have played an important role in promoting the establishment of the basic management system of the Board of Directors, and the standardized and scientific decision-making and overall operation.

- I-16 -

APPENDIX I WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2020

(IV) Actively participating in compliance training to improve listing compliance awareness of Directors

To meet the regulatory requirements on listing, the Board of Directors has, based on the Company Law and other relevant laws and regulations, listing rules of the stock exchange where the Company's shares are listed and the internal rules and management systems of the Company, including the Articles of Association, participated in the securities compliance trainings organized by the Shanghai Stock Exchange and Listed Company Association to further improve its securities compliance awareness and ensure the regulation of duty performance of Directors.

III. THE WORK PLAN OF THE BOARD OF DIRECTORS FOR 2021

In 2021, in view of the unsettled COVID-19 pandemic situation, and fully aware of the severity of the economic, political and social situations and hidden opportunities under the complex economic, political and social situations, the Board will be more diligent, responsible, standardized and effective in performing our duties, unswervingly implement our development strategies, actively enhance our competitive strength, improve our corporate governance structure, and fulfill our corporate social responsibilities, in order to reward our investors with better business results.

- I-17 -

APPENDIX II WORK REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2020

WUXI APPTEC CO., LTD.

Work Report of the Supervisory Committee for the Year 2020

In 2020, all the members of the Supervisory Committee of WuXi AppTec Co., Ltd. (the "Company") actively and conscientiously performed their duties, effectively supervised the Company's operation, financial position, and the legal compliance of Directors and senior managers in performing their duties, thus promoting the improvement of corporate governance structure, and safeguarding the interests of the Company and all shareholders.

MAJOR WORKS OF THE SUPERVISORY COMMITTEE IN 2020

Performance of daily works

The Supervisory Committee of the Company earnestly performed its obligations in accordance with the Company Law of the People's Republic of China (the "Company Law"), the Securities Law of the People's Republic of China, the Governance Guidelines for Listed Companies and other relevant laws and regulations, the listing rules of the stock exchange where the Company's shares are listed, and the internal rules and management systems of the Company, including Articles of Association of WuXi AppTec Co., Ltd. (the "Articles of Association").

In 2020, the Supervisory Committee held 13 meetings and considered nearly 44 proposals, detailed as follows:

No.	Name of Meeting	Date of Meeting	Agenda

1.	The 26th Meeting of the First	February 15, 2020	1.	Proposal on Investment and Connected
	Session of the Supervisory			Transactions
	Committee

2.	The 27th Meeting of the First	March 24, 2020	1.	Proposal on Work Report of the
	Session of the Supervisory			Supervisory Committee for 2019
	Committee
			2.	Proposal on Annual Report, Report
				Summary and Results Announcement
				of the Company for 2019
			3.	Proposal on Final Account Report of
				the Company for 2019

- II-1 -

APPENDIX II WORK REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2020

No.

Name of Meeting

Date of Meeting

Agenda

4. Proposal regarding Profit Distribution and Conversion of Capital Reserve into Share Capital of the Company for 2019

5. Proposal on Special Report of the Company on Deposit and Actual Use of Funds Raised in 2019

6. Proposal on the External Guarantee Quota of the Company in 2020

7. Proposal on Asset Write-off

8. Proposal on the Use of Idle Raised Funds for Meeting Cash Management Limit

9. Proposal on the Budget for the Continuing Connected Transactions in 2020

10. Proposal on the Review of the Report of Enterprise Social Responsibility of 2019

11. Proposal on Election of Shareholder Representative Supervisors of the Second Session of the Supervisory Committee

12. Proposal on Remunerations for Supervisors of the Company

13. Proposal on the Grant of General Mandate by the General Meeting to the Board of Directors for Additional Issue of A Shares and/or H Shares

- II-2 -

APPENDIX II	WORK REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2020

No.	Name of Meeting	Date of Meeting	Agenda

				14.	Proposal on the Grant of General
					Mandate by the General Meeting to the
					Board of Directors to Repurchase A
					Shares and/or H Shares
				15.	Proposal	on	the Plan	for the
					Non-Public Issuance of A Shares
				16.	Proposal on the Proposed Plan for the
					Non-Public Issuance of A Shares

3.	The 28th Meeting of the First	April 29, 2020	1.	The First Quarterly Report Of WuXi
	Session of the Supervisory			AppTec Co., Ltd. in 2020
	Committee

4.	The 29th Meeting of the First	May 6, 2020	1.	Proposal on the Fulfillment of
	Session of the Supervisory			Unlocking Conditions for the First
	Committee			Unlocking Period of Restricted Shares
					Initially Granted under the Restricted
					Shares and Stock Option Incentive
					Plan of 2018 of the Company

5.	The first Meeting of the	May 21, 2020	1.	Proposal on the Election of the
	Second Session of the			Chairman of the Second Session of the
	Supervisory Committee			Supervisory Committee

6.	The Second Meeting of the	June 10, 2020	1.	Proposal on the Adjustment of
	Second Session of the			Exercising Price and Number of
	Supervisory Committee			Options under the Stock Appreciation
					Incentive Plan for 2019
				2.	Proposal on the Fulfillment of
					Conditions of the First Exercising
					Period of the Stock Appreciation
					Incentive Plan for 2019
				3.	Proposal on Adjusting the Amount of
					Reserved Interests under the Restricted
					Shares and Stock Option Incentive
					Plan of 2019
				4.	Proposal	on	Granting	Reserved
					Interests to Incentive Targets

- II-3 -

APPENDIX II WORK REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2020

No.

Name of Meeting

Date of Meeting

Agenda

5. Proposal on Adjusting the Repurchasing Price and Number of Part of the Restricted Shares Initailly Granted and Reserved Granted and the Exercising Price and Number of Part of Options Reserved Granted under the Restricted Shares and Stock Option Incentive Plan of 2018

			6.	Proposal on the Repurchase and
				Cancellation of Part of Restricted
				Shares under the Restricted Shares and
				Stock Option Incentive Plan of 2018
			7.	Proposal on Adjusting the Repurchase
				Price and Number of Part of the
				Restricted Shares and the Exercising
				Price and Number of Options Initially
				Granted under the Restricted Shares
				and Stock Option Incentive Plan of
				2019
			8.	Proposal on the Repurchase and
				Cancellation of Part of Restricted
				Shares and Cancellation of Options
				Initially Granted under the Restricted
				Shares and Stock Option Incentive
				Plan of 2019
			9.	Proposal on the Change of Accounting
				Treatment	of	JW	(Cayman)
				Therapeutics Co., Ltd.

7.	The Third Meeting of the	July 21, 2020	1.	Proposal on the Fulfilment of
	Second Session of the			Conditions of the First Exercising
	Supervisory Committee			Period of Part of the Options Reserved
				Granted under the Restricted Shares
				and Stock Option Incentive Plan of
				2018
			2.	Proposal on Granting Awards to
				Connected Persons under the H Share
				Award and Trust Scheme for 2020

- II-4 -

APPENDIX II	WORK REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2020

No.	Name of Meeting	Date of Meeting	Agenda

				3.	Proposal on Change of Supervisors of
					the Company
				4.	Proposal on Adjustment of the
					Remuneration	Scheme of	Supervisors
					of the Company

8.	The 4th Meeting of the	August 13, 2020	1.	Proposal on Interim Report, Report
	Second Session of the			Summary and Interim Results
	Supervisory Committee			Announcement of the Company for
					2020
				2.	Proposal on Interim Special Report on
					Deposit and Actual Use of the Funds
					Raised in 2020

9.	The 5th Meeting of the	September 25, 2020	1.	Proposal on Replacing Self-raised
	Second Session of the			Funds Pre-invested with Raised Funds
	Supervisory Committee
				2.	Proposal on the Adjustment of Use of
					Idle Raised Funds for Meeting Cash
					Management Limit
				3.	Proposal	on		Increasing	Capital
					Contribution	to	Subsidiaries	Using
					Raised Funds and Own Funds

10.	The 6th Meeting of the	October 19, 2020	1.	Proposal on Subscription for Private
	Second Session of the			Equity	Fund	and	Connected
	Supervisory Committee			Transactions
				2.	Proposal on the Repurchase and
					Cancellation of Part of Restricted
					Shares under the Restricted Shares and
					Stock Option Incentive Plan of 2018
				3.	Proposal on the Repurchase and
					Cancellation of Part of Restricted
					Shares and Cancellation of Part of
					Options under the Restricted Shares
					and Stock Option Incentive Plan of
					2019

- II-5 -

APPENDIX II WORK REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2020

No.	Name of Meeting	Date of Meeting	Agenda

11.	The 7th Meeting of the	October 29, 2020	1.	Proposal on the Third Quarterly Report
	Second Session of the			of the Company in 2020
	Supervisory Committee

12.	The 8th Meeting of the	November 17, 2020	1.	Proposal on Investment and Connected
	Second Session of the			Transactions
	Supervisory Committee

13.	The 9th Meeting of the	December 1, 2020	1.	Proposal on Delay of Certain
	Second Session of the			Investment Projects Using Proceeds
	Supervisory Committee			from the Initial Public Offering of
				Shares

Independent Opinions
1. Independent opinions of the Supervisory Committee on the legal operation of the Company: The Supervisory Committee supervised the convening and holding procedures and the resolutions of general meetings, and the meetings of the board of Directors, as well as the implementation of the resolutions of the general meetings by the board of Directors according to the Company Law and other relevant laws and regulations, listing rules of the stock exchange where the Company's shares are listed and the internal rules and management systems of the Company, including the Articles of Association. The Supervisory Committee believe that the convening and holding procedures of the previous general meetings and meetings of board of Directors were in line with the applicable laws, the resolutions of the general meetings have been effectively implemented, the corporate governance structure has been further improved, the Directors have acted in compliance and made decisions prudently, the Directors and senior management are diligent, responsible, pragmatic and enterprising, and they have played an effective role in improving corporate governance, improving the effectiveness of corporate decision-making mechanism and safeguarding the interests of the Company and shareholders.
2. Independent opinions of the Supervisory Committee on the financial position of the Company: The Company's financial report for 2020 truly and comprehensively reflects the Company's financial position and business results. The standard unqualified audit report issued by Deloitte Touche Tohmatsu (a special general partnership) (德勤華永會計師事務所(特殊普通合夥) and the analysis and evaluation of relevant important matters are objective and impartial.
3. Independent opinions of the Supervisory Committee on the investment by the Company: In 2020, the Company made investment according to the open, fair and just market-oriented pricing principle, which had no adverse impact on the daily operation of the Company and no damage to the interests of the Company and its shareholders.

- II-6 -

APPENDIX II WORK REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2020

1. Independent opinions of the Supervisory Committee on the connected transactions of the Company: The price of the connected transaction in 2020 was determined on the basis of the market price through negotiation between the parties in accordance with the fair principle. The decision-making process and implementation of connected transactions were not detrimental to the interests of the Company and the shareholders who are not connected persons.
2. Review and opinions of the Supervisory Committee on the evaluation report of the internal control of the Company: The Supervisory Committee has reviewed the Internal Control Evaluation Report of the Company for 2020 and had no objection to it.
3. Audit opinions of the Supervisory Committee on the regular reports of the Company: The preparation process of various regular reports in 2020 and the 2020 annual report prepared by the Company was in compliance with the laws and regulations, normative documents and the Articles of Association, and the formats and contents met the relevant requirement of China Securities Regulatory Commission and the stock exchanges of the places where the stocks of the Company are listed. The contents of such reports truly, accurately and completely reflected the actual situations as to the operation management, financial and other aspects of the Company in different reporting periods of 2020, and did not contain any false records, misleading statements or material omissions.
WORK PLAN OF SUPERVISORY COMMITTEE FOR 2021
In 2021, the Supervisory Committee will, based on the Company Law and other relevant laws

and regulations, listing rules of the stock exchange where the Company's shares are listed and the internal rules and management systems of the Company, including the Articles of Association, continue to act diligently and responsibly and effectively supervise the Company's operation, financial position, the performance of the Directors and senior managers, and the operation of the internal control management system, so as to safeguard the interests of the Company and all shareholders.

- II-7 -

APPENDIX III

FINANCIAL REPORT FOR THE YEAR 2020

WUXI APPTEC CO., LTD.

Financial Report for the Year 2020

The financial statements for 2020 of WuXi AppTec Co., Ltd. (the "Company") have been audited by Deloitte Touche Tohmatsu (a special general partnership) (德勤華永會計師事務所(特殊普通合夥). The financial statements for 2020 of the Company and its subsidiaries are hereby reported as follows:

In 2020, the Company achieved robust business development, and further enhanced the budget management and centralized capital management. The financial operation of the Company continued to improve, and the costs and expenses were controlled within the budget. Cash flow increased steadily, and overall profitability was further improved. The company has realized the steady growth of business development and economic benefits, and achieved the predefined economic indexes.

The Company's financial position, business results and cash flow status for 2020 have been audited by Deloitte Touche Tohmatsu (a special general partnership) (德勤華永會計師事務所(特殊普通合夥), which has issued a standard unqualified audit report.

OPERATING STATUS

Operating income

In 2020, operating income was RMB16.535 billion, representing an increase of 28.46% as compared with last year.

Cost and expense
1. Operating costs. In 2020, the company's operating cost was RMB10.253 billion, increased by 30.48% compared with the previous year. The operating cost accounted for 62.01% of the operating income, which increased by 0.96 percentage point compared with the previous year.
2. Tax and surcharge. In 2020, the Company's tax and surcharge was RMB35 million, increased by 22.55% compared with the previous year.
3. Selling expenses. In 2020, the Company's selling expense was RMB588 million, increased by 34.19% compared with the previous year.

Note: Unless otherwise specified herein, the values are in Renminbi

- III-1 -

APPENDIX III

FINANCIAL REPORT FOR THE YEAR 2020

1. Administrative expenses. In 2020 the Company's administrative expense was RMB1.839 billion, increased by 24.06% compared with the previous year.
2. Finance expenses. In 2020, the Company's net Finance expense was RMB520 million, as compared to RMB24 million in the previous year.
Profits
In 2020, the total profit of the Company was RMB3.369 billion, increased by 44.18%

compared with RMB2.337 billion in the previous year. The net profit attributable to owners of the company was RMB2.960 billion, increased by 59.62% compared with RMB1.855 billion in the previous year.

KEY FINANCIAL POSITIONS

Assets

The total amount of consolidated assets of the Company at the end of the period was RMB46.291 billion, representing an increase of 58.32% over RMB29.239 billion in the previous year. In which: Current assets amounted to RMB23.059 billion, accounting for 49.81% of the total assets; non-current assets amounted to RMB23.232 billion, accounting for 50.19% of the total assets.

The bank balances and cash was RMB10.237 billion, which was RMB5,010 million more than that at the beginning of the year, mainly consisting of RMB3.974 billion net cash inflow of operating activities flow, RMB8.776 billion net cash outflow of investment activities cash flow and RMB9.888 billion net cash inflow of cash flow from financing activities.

The financial assets held for trading was RMB4.618 billion, which was RMB2,916 million more than that at the beginning of the year, mainly due to the enhanced management of account capital and utilization of idle proceeds for wealth management according to the cash management policy of the Group in the current period.

Other non-current financial assets amounted to RMB6.717 billion, with an increase of RMB2.708 billion compared with the beginning of the year, mainly due to the additional investment cost of RMB2.194 billion, gains from fair value change and disposal cost and others totaled RMB514 million.

Note: Unless otherwise specified herein, the values are in Renminbi

- III-2 -

APPENDIX III

FINANCIAL REPORT FOR THE YEAR 2020

The fixed assets amounted to RMB5.710 billion, with an increase of RMB1,377 million from the beginning of the year, mainly due to the purchase of laboratory equipment of RMB702 million, additional investment of RMB504 million to Changzhou STA new drugs production and R&D centre project and investment of RMB179 million converted from Chengdu site construction project.

(II) Liabilities

The total liabilities at the end of 2020 were RMB13.573 billion, with an increase of RMB1.743 billion or 14.74% over the previous year. Among them, the current liabilities were RMB7.920 billion, accounting for 58.36% of the total liabilities; the non-current liabilities were RMB5.652 billion, accounting for 41.64% of the total liabilities.

Other non-current liabilities were RMB1.801 billion with an increase of RMB1.246 billion over the beginning of the year, mainly due to the increase in fair value of convertible bonds-embedded derivative component of RMB1.349 billion.

Contract liabilities were RMB1.581 billion with an increase of RMB0.684 billion over the beginning of the year, mainly due to the increase in advance project payment.

(III) Shareholders' equity

The shareholders' equity attributable to the parent company at the end of the period was RMB32.494 billion, with an increase of RMB15.181 billion from that of the previous year, mainly due to the net profit attributable to the parent company of RMB2.960 billion realized in the current period, the total proceeds of RMB13.030 billion from the completion of placing of H Shares and non-public issuance of A Shares during the reporting period, and the payment of RMB0.556 billion for the execution of the 2019 Profit Distribution Plan.

(IV) Cash Flows

1. Cash flows from operating activities

Cash inflows from operating activities in the current period was RMB17.743 billion, in which, cash received from sales of goods and provision of services was RMB16.864 billion, accounting for 95.05% of the cash inflow from operating activities.

Note: Unless otherwise specified herein, the values are in Renminbi

- III-3 -

APPENDIX III

FINANCIAL REPORT FOR THE YEAR 2020

Cash outflows from operating activities was RMB13.769 billion, in which, cash paid for goods and services was RMB6.951 billion, accounting for 50.48% of the cash outflow from operating activities, and cash paid to and for employees was RM5.021 billion, accounting for 36.47% of the cash outflow from operating activities.

Net cash inflow from operating activities was RMB3.974 billion, with an increase of RMB1.058 billion compared with RMB2.916 billion in the same period last year, mainly due to the Company's main business growth, timely collection and effective cost payment control.

2. Cash flows from investment activities

The cash inflow of investment activities was RMB974 million, mainly consisting of the proceeds from the redemption of bank wealth management products and the income received from disposal of investment.

The cash outflow from investment activities was RMB9.750 billion, mainly including the disbursement of RMB3.031 billion for long-term assets, such as fixed assets, and RMB6.533 billion for wealth management and equity investment.

Net cash outflow from investment activities was RMB8.776 billion, with an increase of RMB3.801 billion compared with the net outflow of RMB4.975 billion in the same period of last year, mainly represented the increase in investments in certificates of deposit and banking wealth management of RMB4.204 billion at the end of current period.

3. Cash flows from financing activities

The cash inflow from financing activities reached RMB14.854 billion, mainly including the total proceeds of RMB13.030 billion from the placing of H Shares and non-public issuance of A Shares, which accounted for 87.72% of the cash inflow from financing activities.

The cash outflow from financing activities amounted to RMB4.966 billion, mainly including the repayment of borrowings of RMB2.976 billion, which accounted for 59.93% of the outflow from financing activities; and the cash of RMB638 million paid for the execution of the 2019 Profit Distribution Plan and the repayment of interests, which accounted for 12.85% of the outflow from financing activities.

Note: Unless otherwise specified herein, the values are in Renminbi

- III-4 -

APPENDIX III

FINANCIAL REPORT FOR THE YEAR 2020

The net cash inflow from financing activities was RMB9.888 billion, which was RMB8.330 billion more than the net cash inflow of RMB1.558 billion in the same period of last year, mainly due to the increase in cash resulting from the proceeds of RMB13.030 billion from the placing of H Shares and non-public issuance of A Shares during the reporting period.

III. KEY FINANCIAL INDEXES
Key indexes	2020	2019	Change
Current ratio	2.91	1.91	1.00
Quick ratio	2.55	1.63	0.92
Asset-liability ratio (%)	29.32	40.46	-11.14
Operating growth rate (%)	44.79	/	/
Return on equity (%)	9.13	10.98	-1.85
Accounts receivable turnover rate
(time)	4.31	4.44	-0.13
Accounts payable turnover rate (time)	13.37	15.86	-2.49
Inventory turnover rate (time)	4.58	5.78	-1.19

(I) Solvency indexes

Current ratio of the current period was 2.91, which was 1.00 higher than that of the previous year; the quick ratio was 2.55, which was 0.92 higher than that of the previous year. This is mainly due to the cash inflow of RMB13.030 billion resulting from the proceeds from the completion of placing of H Shares and non-public issuance of A Shares by the Company during the reporting period, which led to the increase of current assets as at the end of the reporting period by 82.10% as compared with the end of last year. As a result, the growth rate of current assets was higher than that of current liabilities, and the proportion of current assets or quick assets guarantee for each unit of current liabilities was increased.

The asset-liability ratio was 29.32%, down 11.14% over the previous year, mainly due to the cash inflow of RMB13.030 billion resulting from the proceeds from the completion of placing of H Shares and non-public issuance of A Shares by the Company during the reporting period, which led to the increase in current assets and the decrease in the asset-liability ratio.

Note: Unless otherwise specified herein, the values are in Renminbi

- III-5 -

APPENDIX III

FINANCIAL REPORT FOR THE YEAR 2020

(II) Profitability indexes

Operating profit growth rate: The operating profit growth rate of the current period was 44.79%, mainly due to the increase of profit of core business and the increase in gains from changes in fair value of the financial assets invested.

Return on equity: The return on equity was 9.13%, down 1.85% from the previous year, mainly due to the cash inflow of RMB13.030 billion resulting from the proceeds from the completion of placing of H Shares and non-public issuance of A Shares, As a result, net assets of the Company increased by 87.93%. Net profit increased by 56.23%, with a slower growth than net assets.

(III) Operating capacity indexes

Accounts receivable turnover rate: the accounts receivable turnover rate of the current period was 4.31 times, compared with 4.44 times in the same period of last year, delaying by 0.13 times, mainly because the accounts receivable recognized at the end of the year increased by 24.80% with the increase in revenue compared with the same period of last year.

Accounts payable turnover rate: the accounts payable turnover rate of the current period was

13.37 times, compared with 15.86 times in the same period of last year, delaying by 2.49 times, mainly because the payment progress was effectively and properly controlled during the reporting period.

Inventory turnover rate: the inventory turnover rate of the current period was 4.58 times, compared with 5.78 times in the same period of last year, delaying by 1.19 times, mainly because the number of raw materials for laboratory use, unfinished products and finished products along with the expansion of business scale.

IV. CHANGES IN ACCOUNTING POLICIES IN THE CURRENT PERIOD

During the reporting period, there was no accounting treatment provision or revision of the standards which had material impact on the Company.

Note: Unless otherwise specified herein, the values are in Renminbi

- III-6 -

APPENDIX IV	PROPOSED PROVISION OF EXTERNAL
	GUARANTEES FOR SUBSIDIARIES

In order to meet the need of business development of domestic and overseas subsidiaries or partnerships (hereinafter referred to as "Subsidiaries") within the scope of the Company's consolidated financial statements, in accordance with the "Company Law of the People's Republic of China" and other relevant laws and regulations, the listing rules of the stock exchanges in the place where the shares of the Company are listed, the Articles of Association of WuXi AppTec Co., Ltd. and the External Guarantee Management System of WuXi AppTec Co., Ltd., the Company intends to provide its Subsidiaries with an aggregate guarantee of no more than RMB5 billion in 2021, including the aggregate guarantee of no more than RMB2 billion for its wholly-owned Subsidiaries (including WuXi AppTec (Shanghai) Co., Ltd. and its wholly-owned/holding subsidiaries, WuXi AppTec (Suzhou) Co., Ltd. and its wholly-owned subsidiaries, WuXi AppTec (Wuhan) Co., Ltd., WuXi AppTec (Chengdu) Co., Ltd., WuXi AppTec (Tianjin) Co., Ltd., WuXi AppTec, Inc, WuXi AppTec (Hong Kong) Limited) and the aggregate guarantee of no more than RMB3 billion for its Subsidiaries with controlling interests (including Nanjing Milestone Pharma Co., Ltd. and its whole-owned subsidiaries, WuXi Clinical Development Services (Chengdu) Co., Ltd. and STA and its wholly-owned subsidiaries). The validity period of such guarantee amounts is from the date of approval at the 2020 AGM to the date of the 2021 annual general meeting of the Company. Such guarantees include the following guarantees provided during the validity period:

any guarantee to be provided to anyone whose gearing ratio exceeds 70%; (2) any single guarantee to be provided in the amount exceeding 10% of the net assets as shown in the latest audited consolidated financial statements of the Company. As the Company's guarantees and the relevant guarantee amounts that is still within the guarantee period for the year 2020 are not included in the above-mentioned guarantee amounts for 2021, the Company is not required to perform the internal review procedures separately for those guarantees, and the validity of which is as agreed in the agreements entered into between the subsidiaries and the relevant parties. Subject to the approval of the above-mentioned external guarantee amounts at the general meeting of the Company, the president (CEO) shall be further authorized to determine the way of external guarantees, the guarantee amounts and other specific matters within the scope of authorization granted at the general meeting of the Company, and enter into the specific guarantee agreements.

- IV-1 -

APPENDIX V PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE A SHARES AND/OR H SHARE

In order to meet the need of the Company's business development, consolidate its leading position in the field of pharmaceutical R&D services and further enhance its capital and comprehensive strength, in accordance with the "Company Law of the People's Republic of China" and other relevant laws and regulations, the listing rules of the stock exchanges in the place where the shares of the Company are listed and the Articles of Association of WuXi AppTec Co., Ltd.*, the Board of Directors of the Company intends to propose the general meeting to generally and unconditionally authorize the Board of Directors to re-delegate the Chairman and its authorized persons to determine to allot, issue and deal with the A shares and/or H shares of up to 20% of the number of the A shares and/or H shares in issue of the Company, or securities which may be converted into such shares, share options, warrants, or the similar rights to subscribe for the A shares and/or H shares of the Company (excluding warrants, options or similar rights to subscribe for (i) any new Shares or (ii) any securities convertible into new Shares for cash consideration) (hereinafter referred to as the "Similar Rights", and the above-mentioned authorization is hereinafter referred to as the "General Mandate") separately or simultaneously. In accordance with the requirements of the relevant laws and regulations in China, even if the General Mandate is obtained, the Company shall still be approved at the general meeting for the issuance of any A shares. The specific authorization is as follows:

To generally and unconditionally authorize the Board of Directors to re-delegate the Chairman and its authorized persons to determine to allot, issue and deal with the A Shares and/or H Shares or similar rights separately or simultaneously, and to determine the terms and conditions for allotment, issuance and disposal of new shares or issue similar rights, including but not limited to:
1. Class and number of new shares to be issued;
2. Pricing mechanism and/or issue price of the new shares to be issued (including price range);
3. The starting and closing dates of such issue;
4. The class and number of the new shares to be issued to existing shareholders; and/or
5. To make or authorize the share offer, agreements, share options, conversion rights or other rights that may require the exercise of such rights.

- V-1 -

APPENDIX V PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE A SHARES AND/OR H SHARE

The number of the A Shares and/or H Shares (excluding the shares issued by way of the conversion of public reserve into share capital) to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Board of Directors or the Chairman and its authorized persons separately or simultaneously in accordance with the General Mandate referred to in first paragraph above shall not exceed 20% of the number of the A shares and/or H shares of such class in issue of the Company at the time when this resolution is passed at the general meeting of the Company.

Where the Board of Directors or the Chairman and its authorized persons have, during the effective period of the mandate specified in the seventh paragraph of this resolution, determined to allot, issue and deal with the A shares and/or H shares or similar rights, and the Company also has, during the effective period of the mandate, obtained the relevant approval, permission from, or registration (if applicable) with the regulatory authorities, the Board of Directors of the Company or the Chairman and its authorized persons may, during the effective period of such approval, permission or registration, complete the relevant allotment, issuance and disposal of such shares.

IV. To authorize the Board of Directors or the Chairman and its authorized persons to obtain an approval from all relevant government departments and/or regulatory authorities (if applicable) in accordance with the applicable laws (including but not limited to the Company Law of the People's Republic of China, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange) to exercise the General Mandate.

To authorize the Board of Directors or the Chairman and its authorized persons to approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the allotment, issuance and disposal of any new shares under the abovementioned General Mandate, handle the necessary procedures and take other necessary actions.

VI. To authorize the Board of Directors or the Chairman and its authorized persons to increase the registered capital of the Company and make appropriate and necessary amendments to the Articles of Association of the Company in accordance with the way, type and number of the allotment and issuance of new shares of the Company and the actual shareholding structure of the Company upon completion of the allotment and issuance of new shares.

- V-2 -

APPENDIX V PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE A SHARES AND/OR H SHARE

VII. The effective period of the General Mandate shall be from the passing of this resolution to the following date, whichever is earlier:

from the date when this resolution is passed at the general meeting of the Company until the expiry of 12 months since then;
the date of conclusion of the 2021 annual general meeting of the Company; or
at the time of passing a special resolution by the shareholders of the Company at the general meeting to revoke or vary the mandate under this resolution.

- V-3 -

APPENDIX VI

PROPOSED GRANTING OF REPURCHASE MANDATE

In order to meet the need of the Company's business development, in accordance with the requirements of relevant laws and regulations, the listing rules of the stock exchanges in the place where the shares of the Company are listed and the Articles of Association of WuXi AppTec Co., Ltd.* (the "Articles of Association"), the Board of Directors of the Company intends to propose the general meeting to generally and unconditionally authorize the Board of Directors to repurchase the A shares and/or H shares of the Company. The specific authorization is as follows:

Subject to the restrictions set forth in Items II and III 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 Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange"), the Shanghai Stock Exchange (the "SSE") or any other governmental or regulatory body be and is hereby approved;

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 and/or H Shares of the Company in issue as at the date of the passing of this resolution at the general meeting, the A Shareholders' Class Meeting and the H Shareholders' Class Meeting of the Company, respectively;

The first approval mentioned above shall be conditional upon satisfaction of all the following conditions:
1. The passing of a special resolution with the same terms as this resolution at both the H Shareholders' Class Meeting and A Shareholders' Class Meeting of the Company;
2. 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
3. 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

- VI-1 -

APPENDIX VI

PROPOSED GRANTING OF REPURCHASE MANDATE

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.

IV. 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:

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.;
Notify creditors and issue announcements in accordance with the requirements of the relevant laws, regulations, normative documents and the Articles of Association;
Open overseas share accounts and carry out the related changes of foreign exchange registration procedures;
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;
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;
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 at home and abroad;
Execute and handle other documents and matters related to the repurchase of shares.

- VI-2 -

APPENDIX VI

PROPOSED GRANTING OF REPURCHASE MANDATE

For the purpose of this resolution, the "Relevant Period" means the period from the passing of this resolution at the general meeting of the Company and the passing of those resolutions having the same terms with this resolution at its A Share Class Meeting and H Share Class Meeting, respectively, until whichever is the earliest of:
1. Upon conclusion of the 2021 annual general meeting of the Company;
2. The expiration of a period of twelve months following the passing of this resolution at the general meeting of the Company and the passing of those resolutions having the same terms with this resolution at its A Share Class Meeting and H Share Class Meeting, respectively; or
3. The time at which the authorization conferred by this resolution is revoked or varied by a special resolution of shareholders of the Company at a general meeting, or by a special resolution of its H shareholders and A shareholders at the H Share Class Meeting and the A Share Class Meeting, respectively.

- VI-3 -

APPENDIX VII EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The following is an explanatory statement required by the Hong Kong Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the special resolutions to be proposed at the 2020 AGM, the H Share Class Meeting and the A Share Class Meeting in relation to the granting of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,134,858,437 A Shares and 315,657,283 H Shares. Subject to the passing of the special resolutions set out in the 2020 AGM, the H Share Class Meeting and the A Share Class Meeting in respect of the granting of the Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the 2020 AGM, i.e. being 2,134,858,437 A Shares and 315,657,283 H Shares, the Directors would be authorized under the Repurchase Mandate to repurchase, during the Relevant Period (as defined below), a total of 213,485,843 A Shares and 31,565,728 H Shares, representing 10% of the total number of A Shares and H Shares in issue as at the date of the 2020 AGM, respectively. The exercise of the Repurchase Mandate is further subject to:

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
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.

The "Relevant Period" means the period from the passing of the resolution at the 2020 AGM and the passing of those resolutions having the same terms with this resolution at its A Share Class Meeting and H Share Class Meeting, respectively, until whichever is the earliest of:

upon conclusion of the 2021 annual general meeting of the Company;
the expiration of a period of twelve months following the passing of this resolution at the 2020 AGM and the passing of those resolutions having the same terms with this resolution at its A Share Class Meeting and H Share Class Meeting, respectively; or

- VII-1 -

APPENDIX VII EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

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 the H Share Class Meeting and the A Share Class Meeting, respectively.

2. REASONS FOR SHARE REPURCHASE

The Directors believe that a general authority from the Shareholders to enable the Company

to repurchase its Shares is to maintain stability of the Company's operations, development and share price, to safeguard and protect the long-term interests of the Shareholders, to promote the maximization of Shareholders' value, to further improve and refine the long-term incentive and talent retention mechanism, and to ensure the sustainable operations and healthy development of the Company.

3. FUNDING OF SHARE REPURCHASE

In repurchasing its A Shares and/or H Shares, the Company intends to apply funds from its internal resources (which may include surplus funds and retained profits) legally available for such purpose in accordance with its Articles of Association, the laws of the PRC and/or any other applicable laws, as the case may be.

4. IMPACT OF SHARE REPURCHASE

Any repurchase of the Shares by the Company may only be made either out of the funds of the Company that would otherwise be available for dividend or distribution or out of the proceeds of the issuance of new Shares made for such purpose. The amount of financing required for the Company to purchase or acquire its Shares, and the impact on the Company's financial position, cannot be ascertained as at the Latest Practicable Date as these will depend on whether the Shares are purchased or acquired out of capital or profits, the number of shares purchased or acquired and the price at which such Shares were purchased or acquired. There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements contained in the annual report of the Company for the year ended December 31, 2019) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

- VII-2 -

APPENDIX VII EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

5. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which Shares have traded on the Hong Kong Stock Exchange and Shanghai Stock Exchange during each of the previous twelve months prior to the Latest Practicable Date are as follows:

	H Share Prices	A Share Prices
Month	Highest	Lowest	Highest	Lowest
	HK$	HK$	RMB	RMB
2020
April	114.20	93.30	75.61	63.58
May	86.79	74.71	80.36	70.64
June	103.80	83.25	98.20	76.49
July	123.00	96.45	117.19	91.60
August	125.90	108.80	118.45	103.00
September	119.40	103.50	112.08	93.91
October	128.30	106.80	117.24	100.00
November	139.00	111.60	121.80	100.13
December	153.80	116.00	136.55	102.80
2021
January	209.00	151.80	184.12	134.68
February	216.00	160.00	188.28	138.25
March (up to the Latest
Practicable Date)	180.00	136.00	150.98	119.68

6. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Hong Kong Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Hong Kong Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

- VII-3 -

APPENDIX VII EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The Directors have undertaken to the Hong Kong Stock Exchange to exercise the power of the Company to repurchase A Shares and/or H Shares pursuant to the Repurchase Mandate in accordance with the Hong Kong Listing Rules and the applicable laws of the PRC.

7. TAKEOVERS CODE

If as a result of a repurchase of A Shares and/or H Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

To the best knowledge of the Company, as at the Latest Practicable Date, the Founding Individuals held or controlled the voting rights of 633,938,346 Shares representing approximately 25.87% of the total issued share capital of the Company. In the event that the Directors exercise the proposed Repurchase Mandate in full, the aggregate control over voting rights of the Founding Individuals would be increased to approximately 28.74% of the issued share capital of the Company. The Directors consider that such increase in shareholding would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

Under the Administration of the Takeover of Listed Companies Procedures 《( 上市公司收購管理辦法》) in the PRC, where the repurchase of shares from specific shareholders by a listed company according to the determined price approved by the general meeting of shareholders results in reduction of share capital, thereby rendering the equity held by the investor in the company exceeding 30% of the issued shares of that company, the investor is exempted from making a tender offer. In the event of any intention to increase the shareholding by means other than tender offer, a general tender offer shall be sent out. Therefore, where the Repurchase Mandate is exercised in full and the aggregate control over voting rights of the Founding Individuals would be increased to approximately 28.74%, the Founding Individuals will have no obligation to extend general tender offer to other shareholders.

Save as the above, the Directors are not aware of any consequences which will arise under either or both of the Takeovers Code and any similar applicable law as a result of any repurchases to be made under the Repurchase Mandate.

- VII-4 -

APPENDIX VII EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public shareholders falling below the prescribed minimum percentage required by the Hong Kong Stock Exchange.

8. SHARE REPURCHASE MADE BY THE COMPANY

On December 17, 2020, the repurchase and cancellation of an aggregate of 336,008 Restricted A Shares granted under the 2018 A Share Incentive Plan and the 2019 A Share Incentive Plan, which comprise (i) 69,778 Restricted A Shares granted under the initial grant of the 2018 A Share Incentive Plan at the repurchase price of RMB22.75 per A Share; and (ii) 266,230 Restricted A Shares granted under the initial grant of the 2019 A Share Incentive Plan at the repurchase price of RMB22.95 per A Share, pursuant to the relevant provisions of the 2018 A Share Incentive Plan and the 2019 A Share Incentive Plan, was completed. Please refer to the relevant announcements of the Company dated October 19, 2020, December 14, 2020 and December 17, 2020 for further details.

Save as disclosed above, during the six months prior to the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Hong Kong Stock Exchange, Shanghai Stock Exchange or otherwise).

- VII-5 -

APPENDIX VIII

PROPOSED FOREIGN EXCHANGE HEDGING LIMIT

In accordance with its current business development and future development strategy, the international business volume of the Company will continue to increase with higher foreign exchange exposure. When the exchange rate fluctuates significantly, the gains and losses on foreign exchanges will have certain impact on the Company's operating performance. In order to effectively prevent the adverse impact of significant exchange rate fluctuations on its operations and reduce foreign exchange risk, the Company has carried out a foreign exchange hedging business with banks since 2017. With the global economic recovery, the divergence of monetary policy among countries has gradually emerged, the RMB exchange rate system has undergone in-depth reform, with increased fluctuations in the RMB exchange rate. Under this background, the Company believes that it is necessary to continue to carry out the forward foreign exchange settlement and sales business with banks in 2021 to lock the exchange rate, and reduce the impact of exchange rate fluctuations on its operating profit, in active response to the uncertainties in the exchange rate market.

Taking into consideration its export income level, the management of the Company proposes that the total amounts of the foreign exchange hedging business carried out by the subsidiaries within the scope of the Company and its consolidated statements in 2021 (hereinafter referred to as the "subsidiaries") shall not exceed US$3 billion or other equivalent foreign currencies. The proposed foreign exchange hedging businesses includes, but not limited to, futures business, swap business, exchange swaps, option business and other foreign exchange derivative products, and the major currencies are United States dollars and Hong Kong dollars. The term shall be from the date of the approval of this resolution at the 2020 AGM to the date of the general meeting of 2021.

In order to standardize the foreign exchange derivatives trading business of the Company and its subsidiaries and ensure the safety of the Company's assets, the management proposes that the Board of Director, under authorization of the general meeting of the Company, further authorizes its financial department to carry out the foreign exchange derivatives trading business within the quota approved at the general meeting based on the business conditions and actual demand on the premise of being approved at the general meeting of the Company. All the foreign exchange derivatives trading businesses of all subsidiaries shall be reported to the Company's financial department for approval, and then further complete its own internal procedures before the relevant businesses can be implemented.

- VIII-1 -

APPENDIX IX	PROPOSED AMENDMENTS TO THE WORK
	POLICIES OF THE INDEPENDENT DIRECTORS

The Company proposes to amend the Company's work policies of the independent Directors

as follows:

Original Articles			Amended Articles

Article 1 To further improve the corporate		Article 1 To further improve the corporate
governance and board structure of Wuxi AppTec		governance and board structure of Wuxi AppTec
Co., Ltd. (the "Company"), ... these rules are		Co., Ltd. (the "Company"), ... these rules are
formulated in accordance with the Guidelines on		formulated in accordance with the Guidelines on
the Duty Performance of Independent Directors		the Duty Performance of Independent Directors
of Listed Companies 《( 上司公司獨立董事履職		of Listed Companies 《( 上司公司獨立董事履職
指引》), Rules Governing the Listing of		指引》), Guidelines for Independent Directors to
Securities on the Stock Exchange of Hong Kong	Promote	Internal Control of Listed Companies
Limited (the "Hong Kong Listing Rules") and		(《獨立董事促進上市公司內部控制工作指引》),
Articles of Association of Wuxi AppTec Co.,	Rules Governing the Listing of Securities on the
Ltd. (the "Articles of Association").	Stock Exchange of Hong Kong Limited (the
	"Hong Kong Listing Rules") and Articles of
	Association of Wuxi AppTec Co., Ltd. (the
	"Articles of Association").

- IX-1 -

APPENDIX IX

PROPOSED AMENDMENTS TO THE WORK

POLICIES OF THE INDEPENDENT DIRECTORS

Original Articles

Amended Articles

Article 5 The nomination, election and

replacement of independent directors shall be

made in accordance with the laws and

regulations. ...

(VI) An independent director may resign

before the expiry of his term of office. In

resigning his duties, an independent

director shall tender a resignation to the

Board in writing and specify any matter

which is related to his resignation or

which he considers necessary to bring to

the attention of the shareholders and

creditors of the Company. If the number

of independent directors falls below the

statutory minimum requirement as a

result of the resignation of any

independent director before the expiry of

his term of office, the incumbent

directors shall continue to perform his

duties as an independent director until a

new independent director is elected and

appointed. The original nominator and the

appointed, except for resignation due to

Board shall nominate a new candidate of

loss of

independence or dismissal

independent director within 90 days from

according to laws. If the number of

the date of the resignation of the

independent directors falls below the

independent director.

statutory minimum requirement as a

result of the resignation of any

independent director due to the loss of his

independence or dismissal of any

independent director according to laws,

the Company shall elect an independent

director as soon as practicable to meet the

statutory minimum requirement of the

number of independent directors. The

original nominator and the Board

shall

nominate a new candidate of independent

director within 90 days from the date of

resignation of the independent director.

- IX-2 -

APPENDIX IX	PROPOSED AMENDMENTS TO THE WORK
	POLICIES OF THE INDEPENDENT DIRECTORS


Original Articles				Amended Articles

Article 6 General obligations			Article 6 General obligations
Independent directors shall assume general		Independent directors shall assume general
obligations of directors as stipulated in the		obligations of directors as stipulated in the
Company Law, the Securities Law, Code of		Company Law, the Securities Law, Code of
Corporate Governance for Listed Companies		Corporate Governance for Listed Companies
and other laws, administrative regulations,		and other laws, administrative regulations,
departmental rules, listing rules of the stock		departmental	rules, normative	documents,
exchange in the place where the stocks of the
	self-regulatory rules, listing rules of the stock
Company are listed and the Articles of		exchange in the place	where the stocks of the
Association.			Company are listed and the Articles of
			Association.

Article 8 Contact for daily work and minimum		Article 8 Contact for daily work and minimum
workday requirement			workday requirement
Independent directors shall timely and fully		Independent directors shall timely and fully
communicate with the management of the		communicate with the management of the
Company, in particular the secretary to the		Company, in particular the secretary to the
Board, to ensure smooth duty performance.		Board, to ensure smooth	duty	performance.
			...on operation and on-site study of material
An independent director shall work for the		investments,	production	and	construction
Company for at least 15 workdays every year,		projects, and shall work in the office of the
including attending general meetings, Board		Company for at least 10 workdays every year.
meetings and meetings of special committees,
examination of the establishment and
implementation of systems for production and
operation, management and internal control
and execution of Board resolutions, discussion
with the management on operation and on-site
study of material investments, production and
construction projects, and shall work in the
office of the Company for at least 10 workdays
every year.

- IX-3 -

APPENDIX IX

PROPOSED AMENDMENTS TO THE WORK

POLICIES OF THE INDEPENDENT DIRECTORS

Original Articles

Amended Articles

Article 11 Paying attention to the matters of

Article 11 Pay attention to the matters of the

the Company

Company

Independent directors shall pay special

attention to the connected transactions,

external guarantees, the use of proceeds, the

protection of public shareholders, mergers and

acquisitions, material investment and financing

activities, financial management, remuneration

of the senior management, profit distribution,

information disclosure and other matters and

shall propose to convene a board meeting,

propose resolutions to general meeting for

consideration and approval or engage an

accounting firm to conduct audit for relevant

accounting firm, law firm and other

matters according to relevant rules when

intermediaries to

conduct audit and verification

necessary.

and provide

opinions for

relevant matters

according to relevant rules when necessary.

Independent director shall review the board

resolutions included in the announcements of

Independent director shall review the board

the Company and pay special attention to the

resolutions included in the announcements of

reports and information relating the Company,

the Company and pay special attention to the

make inquiry to the Company in writing

reports and information relating the Company,

concerning the reports or rumor that may have

and shall make inquiry to the Company in

a significant impact on the development and

writing concerning the reports or rumor that

trading price of securities of the Company in a

may have a significant impact on the

timely manner and urge the Company to

development and trading price of securities of

provide written statement or clarification if

the Company in a timely mannerand urge the

necessary. Where the Company fails to do so

Company to provide written statement or

in a timely manner as required by independent

clarification if necessary. Where the Company

directors, independent directors may carry out

fails to do so in a timely manner as required

investigation and report to the local branch of

by independent directors, independent directors

China Securities Regulatory Commission in the

may carry out investigation and report to the

place where the Company operates, Securities

local branch of China Securities Regulatory

and Futures Commission of Hong Kong and

Commission in the place where the Company

stock exchanges in the place where the stocks

operates, Securities and Futures Commission

of the Company are listed.

of Hong Kong and stock exchanges in the

place where the stocks of the Company are

listed.

In case of disagreement between shareholders

and directors which may have material effects

on the operation of the Company, independent

directors shall perform their duties and protect

the interest of the Company as a whole and

report to the local branch of China Securities

Regulatory Commission and stock exchanges

in the place where the stocks of the Company

are listed.

- IX-4 -

APPENDIX IX

PROPOSED AMENDMENTS TO THE WORK

POLICIES OF THE INDEPENDENT DIRECTORS

Original Articles

Amended Articles

Article 12 Supervising and inspecting the

Article 12 Supervising and investigating the

Company and related entities

Independent directors shall carry out

Independent directors shall perform their due

inspections if they find that the Company or

diligence obligations and, if

necessary, engage

related entities: ...

an intermediary to carry out special inspections

or related

if they find that

the Company

(V) is otherwise suspected of

violating laws

entities: ...

and regulations or damaging the rights

and interests of public shareholders.

(V) is otherwise suspected of violating laws

and regulations or damaging the rights

In the event that any of the above situations is

and interests of public shareholders or

substantiated, the independent Directors shall

public interests.

urge the Company or related entities to make

In the event that any of the above situations is

rectification and report to the local branch of

China Securities Regulatory Commission and

substantiated, the independent Directors shall

stock exchanges in the place where the stocks

urge the Company or related entities to make

of the Company are listed (if required).

rectification and report to the local branch of

China Securities Regulatory Commission and

stock exchanges in the place where the stocks

of the Company are listed (if required).

- IX-5 -

APPENDIX IX

PROPOSED AMENDMENTS TO THE WORK

POLICIES OF THE INDEPENDENT DIRECTORS

Original Articles

Amended Articles

Article 13 Preparing work records

Independent directors shall record their

performance of duties in writing by preparing

performance of duties in the writing by

Work Records of Independent Directors.

preparingWork Records

Independent

Independent directors shall prepare work

Directors. Independent directors shall prepare

records regarding the examination of the

work records regarding the,

including

establishment and implementation of systems

examination of the establishment

and

for production and operation, management an

implementation of systems for production and

internal control and execution of Board

operation, management an internal control and

resolutions, discussion with the management,

execution of Board resolutions, discussion with

opinions provided at board meetings and the

the management, and independent opinions

on-site study of material investments,

provided at board

meetings and the on-site

production and construction projects of the

study of material investments, production and

Company.

construction projects of the Company.The

email, telephone conversation, short message,

The draft of work records of independent

WeChat message and other electronic

directors and information provided by the

communication records shall constitute a part

Company to independent directors shall be

of the work records.

properly kept by independent directors. The

The draft ofwork records of independent

information provided by the Company to

independent directors shall be kept for five

directors and information provided by the

years by the Company and such independent

Company to independent directors shall be

director.

properly kept by independent directors for at

least five years. The information provided by

the Company to

independent directors shall be

kept for five years by the Company and such

independent director.

Article 15 General powers

Independent directors shall have the general

powers as stipulated by the Company Law, the

Securities Law, administrative

regulations,

Securities Law, administrative

regulations,

departmental rules, regulations and the Articles

departmental rules, regulations

normative

of Association.

documents and self-regulatory rules

and the

Articles of Association.

- IX-6 -

APPENDIX IX

PROPOSED AMENDMENTS TO THE WORK

POLICIES OF THE INDEPENDENT DIRECTORS

Original Articles

Amended Articles

Article 16 Special powers of independent

directors

An independent director shall have the

following special powers: ...

(VI) to independently appoint an external

(VI)

to independently appoint intermediaries to

auditing organ and advisory organ to

provide professional opinions an external

audit and advise on specific matters of

auditing organ and advisory

organ to

the Company if necessary;

audit and advise on specific matters of

the Companyif necessary at the expenses

(VII) to enjoy other

rights stipulated by laws,

of the Company;

administrative

regulations, departmental

(VII)

to enjoy other rights stipulated by laws,

rules, regulatory documents and the

Articles of Association.

administrative regulations,

departmental

rules, regulatory documents, self-regulatory

Independent directors shall seek the consent of

rules and the Articles of Association.

more than half of all the independent directors

Independent directors shall seek the consent of

before exercising the powers under (I) - (V)

above and shall seek the consent of all the

more than half of all the independent directors

independent directors before exercising the

before exercising the powers under (I) - (VVII)

powers under (VI) above.

above and shall seek the consent of all

the

independent directors before exercising the

powers under (VI) above, except for the powers

independently

exercised

independent

directors according to the relevant regulations.

- IX-7 -

APPENDIX IX

PROPOSED AMENDMENTS TO THE WORK

POLICIES OF THE INDEPENDENT DIRECTORS

Original Articles

Amended Articles

Article 17 Providing independent opinions on

the relevant matters of the Company

Independent directors shall give opinions to

the Board of the Company or the general

meeting in relation to, among others, the

following matters: ...

(V)

remunerations and equity incentive plans

(V)

remunerations and equity incentive plans

for directors and senior management

officers of the Company;

officers of the Company; ...

(VI)

changes in the use of proceeds;

(VII)

application

surplus

solely

for

replenishing the liquidity and repaying

(VII)

workout of plan for conversion of capital

bank borrowings;

reserve into share capital;

(VIII) workout of plan for conversion of capital

(VIII) work

out

profit

distribution policy,

reserve into share capital;

profit distribution plan and cash

distribution plan;

(VIIIIX) work out

of profit

distribution policy,

(IX)

changes in accounting policies and

profit distribution plan and cash

distribution plan;

accounting estimates or correction of

significant

accounting errors

resulting

(IXX) changes

accounting policies

and

from reasons other than changes in

accounting estimates or correction of

accounting standards;

significant

accounting errors

resulting

from reasons other than changes in

(X)

production

nonstandard

unqualified

accounting standards;

audit opinions by certified public

accountants on the financial reports of the

(XXI) production

nonstandard

unqualified

Company;

audit opinions by certified public

accountants on the financial reports of the

(XI) appointment

and

dismissal

the

Company;

accounting firm;

XIXII)

appointment

and

dismissal

the

(XII)

acquisition

the

Company's

accounting firm;

management;

(XIIXIII) acquisition

the

Company's

(XIII) material

asset

restructuring

the

management;

Company;

(XIIIXIV) material

asset

restructuring

the

(XIV) share

repurchase

the Company

Company;

means of centralized bidding;

(XIVXV) share repurchase by the Company by

(XV)

internal control evaluation report of the

means of centralized bidding;

Company;

- IX-8 -

APPENDIX IX

PROPOSED AMENDMENTS TO THE WORK

POLICIES OF THE INDEPENDENT DIRECTORS

Original Articles

Amended Articles

(XVI) plan for change of undertakings made by

(XVXVI)

internal control evaluation report of the

the Company to related parties;

Company;

(XVII) impact

the

issuance

of preference

(XVIXVII) plan for change of undertakings made by

shares of the Company on the rights and

the Company to related parties;

interests of holders of each class of

shares of the Company;

(XVIIXVIII) impact

the

issuance of preference

(XVIII) existing

new

loan

transactions

shares of the Company on the rights and

interests of holders of each class of

involving a total amount of more than

shares of the Company;

RMB3,000,000 or more than 5% of the

latest audited net assets of the Company

(XVIIIXIX)existing

or new loan transactions

between the Company's shareholders, de

involving a total amount of more than

facto

controllers

and

connected

RMB3,000,000 or more than 5% of the

enterprises thereof and the Company or

latest audited net assets of the Company

other financial transactions, and whether

between the Company's shareholders, de

the Company has taken effective

facto

controllers

and

connected

measures

collect

outstanding

enterprises thereof and the Company or

receivables;

other financial transactions, and whether

the Company has taken effective

(XIX) other matters which independent directors

measures

collect

outstanding

deem likely to damage the rights and

receivables;

interests of minor shareholders;

(XIXXX)

voluntary delisting of the Company;

(XX)other matters stipulated by laws,

(XXI)

other matters which independent directors

administrative

regulations,

departmental

rules, regulatory documents and the

deem likely to damage the rights and

Articles of Association or ascertained by

interests of minor shareholders;

the

China

Securities

Regulatory

Commission. ...

(XXXXII) other

matters

stipulated

by laws,

administrative

regulations,

departmental

rules, regulatory documents, self-regulatory

rules and the Articles of

Association or

ascertained by the China Securities

Regulatory Commission. ...

Before expressing their independent opinions on

the voluntary delisting of the Company,

independent directors shall sufficiently consult

the minor shareholders on whether the matter is

a benefit to the long-term development of the

Company and in the interests of all shareholders,

and the opinions of independent directors

formed on this basis shall be announced in

conjunction with the notice of the general

meeting.

- IX-9 -

APPENDIX IX

PROPOSED AMENDMENTS TO THE WORK

POLICIES OF THE INDEPENDENT DIRECTORS

Original Articles

Amended Articles

Article 21 Requiring the Company and

relevant personnel to provide support and

assistance for performing duties

Independent directors shall have the right to

require other directors, supervisors, senior

management of the Company to cooperate to

ensure their legal exercise of functions and

have the right to demand the secretary to the

Board of the Company to communicate and

contact with them, deliver materials as well as

provide support and assistance for their

performance of duties.

Support and assistance include: ...

(V) voluntarily

cooperating with

independent

(V) voluntarily

cooperating

with

independent

directors to assess relevant materials, and

provide them with necessary support and

convenience for their performance of

duties by arranging on-site inspection,

organizing

securities service

institutions

organizing

securities service

institutions

to conduct regular reports; ...

intermediaries to conduct regular reports;

...

(VII) other convenience and cooperation that

the Company is required to provide by

(VII) other convenience and cooperation that

independent

directors

for

their

the Company is required to provide by

performance of duties.

independent

directors

for

their

performance of duties.;

In case of any obstruction while exercising the

(VIII) all

necessary expenses incurred

from

power conferred by laws and regulations,

independent directors may report the relevant

engaging intermediaries or required for

situation to the Board of the Company and

duty

performance

independent

require the management or the secretary of the

directors shall be borne by the Company.

Board to offer cooperation, and record the fact

In case of any obstruction while exercising the

of encountering obstructions and solutions into

work records.

power conferred by laws and regulations,

independent directors may report the relevant

situation to the Board of the Company and

require the management or the secretary of the

Board to offer cooperation, and record the fact

of encountering obstructions and solutions into

work records and may report to the local

branches of the China Securities Regulatory

Commission or the stock exchange in the place

where the stock of the Company are listed.

- IX-10 -

APPENDIX IX	PROPOSED AMENDMENTS TO THE WORK
	POLICIES OF THE INDEPENDENT DIRECTORS


Original Articles			Amended Articles

Article 23 Requiring the Company to disclose	Article 23 Requiring the Company to disclose
the proposals not adopted by the Company	the proposals not adopted by the Company
For proposals related to the (I) to (VI) items of	For proposals related to the (I) to (VI)items of
the Article 17 proposed by the majority of	the Article 176 duly proposed by the majority
independent directors but not adopted by the	ofindependent
directors but not adopted by the
Company, independent directors have the	Company, independent directors have the
rights to require the Company disclose the	rights to require the Company disclose the
relevant issues and specify the reasons for not	relevant issues and specify the reasons for not
adopting relevant proposals.		adopting relevant proposals.

- IX-11 -

APPENDIX IX

PROPOSED AMENDMENTS TO THE WORK

POLICIES OF THE INDEPENDENT DIRECTORS

Original Articles

Amended Articles

Article 27 Considering and approving

connected transactions

Independent directors shall review the

Independent directors shall

review

pay

transactions and financial transactions between

attention to the transactions and financial

the Company and its connected parties on a

transactions

between the Company and its

regular basis to determine whether there exists

connected parties on a regular basisto

any misappropriation or transfer of the funds,

determine

whether

there

exists

any

assets and other resources of the Company by

misappropriation or transfer of the funds,

the controlling shareholder or its connected

assets and other resources of the Company by

parties. Any irregularities found by the

the controlling shareholder, the de facto

independent directors shall be reported to the

controller or its connected

parties. Any

Board promptly for relevant measures to be

irregularities

found by the independent

taken and report to the local branches of the

directors shall be reported to the Board

China Securities Regulatory Commission when

promptly for relevant measures to be taken and

necessary or the stock exchange in the place

report to the local branches of the China

where the shares of the Company are listed (if

Securities

Regulatory

Commission

when

required).

necessary or the stock exchange in the place

where the shares of the Company are listed (if

Independent directors shall pay attention that

required).

whether all major connected transactions have

been approved by independent directors before

Independent directors shall pay attention that

being submitted to the Board for consideration.

whether allAll major connected transactions

have been

shall

be endorsed

approved

For specific connected transaction, independent

independent

directors before

being submitted

directors shall make prudent judgement on the

to the Board for consideration. The

necessity, actual intention and the impact of

endorsement of independent directors shall

the connected transaction on the Company and

approved by the majority of independent

pay special attention to the pricing policy and

directors and disclosed in announcement on the

basis of the transaction, evaluate the fairness

connected transaction. ...

of valuation process and the inter relationship

Where the Board considers any connected

between the transaction price and carrying

amount or valuation of the transaction subject.

transaction, independent directors shall pay

special attention to whether the transaction

Where the Board considers any connected

complies with the requirements imposed by the

transaction, independent directors shall pay

relevant regulatory authorities

or,

listing rules

special attention to whether the transaction

of the stock exchange or self-regulatory rules,

complies with the requirements imposed by the

and whether the transaction is in substance a

relevant regulatory authorities or listing rules

connected

transaction

covered

of the stock exchange, and whether the

non-connectedtransaction.

transaction is in substance a connected

transaction

covered

non-connected

transaction.

- IX-12 -

APPENDIX IX

PROPOSED AMENDMENTS TO THE WORK

POLICIES OF THE INDEPENDENT DIRECTORS

Original Articles

Amended Articles

Independent

directors

shall

provide

Independent directors may

shall provide

independent opinions on the major connected

independent opinions on

the

major connected

transactions based on the above-mentioned

duties. For the plan of repaying debts with

assets of the connected parties of the

Company, independent directors shall provide

independent opinions or engage intermediaries

independent opinions orengage intermediaries

qualified for securities and futures business to

qualified for securities and futures businessto

issue an independent financial advisory report.

issue an independent financial advisorya

Where the Company provides funds to the

special report as the basis of their judgement

controlling shareholder or its affiliates and the

before making judgement. Where the Company

relevant

matter

have

been

released,

provides funds to the

controlling shareholder

independent directors shall issue special

or its affiliates and the relevant matter have

opinions.

been released, independent directors shall issue

special opinions.

Article 29 Considering and approving profit

distribution

Independent directors shall participate in

formulating the profit distribution policy and

pay attention that whether the profit

distribution plan and cash dividend plan are a

benefit to the long-term development of the

Company and in interest of medium and

minority investors.

minority investors. When the Company

formulates the specific

plan for cash dividends,

Independent directors may solicit the opinions

independent directors shall carefully study and

of minority shareholders, present cash dividend

demonstrate the timing, conditions, minimum

proposals and submit them directly to the

ratio and adjustment conditions of the cash

Board for deliberation.

dividends, the Company's decision-making

procedure and other matters and provide

If no cash dividend plan has been proposed for

definite opinions. ...

the annual profit of the Company, independent

If no cash dividend plan has been proposed for

directors shall urge the Company to disclose

the reasons in the annual report and the use of

the annual profit of the Company, independent

undistributed profits retained in the Company.

directors shall urge the Company to disclose

the reasons in the annual report and the use of

Independent

directors

shall

express

undistributed profits retained in the Company.

independent opinions on the profit distribution

policy, profit distribution plan and cash

Independent

directors

shall

express

dividend plan. Independent directors shall

independent opinions as required by regulatory

provide definite opinions on situations where

authorities on the profit distribution policy,

no cash dividends are paid, the level of cash

profit distribution plan and cash dividend plan.

dividends is low or the proportion of cash

Independent directors shall provide definite

dividends is large.

opinionson situations where no cash dividends

are paid even the Company is able to do so,

the level

of cash dividends is low or the

proportion of cash dividends is large.

- IX-13 -

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Company Profile

WuXi AppTec Co., Ltd. specializes in providing a broad portfolio of R&D and manufacturing services that enable companies in the pharmaceutical and biotech industries worldwide to advance discoveries and deliver groundbreaking treatments to patients. Net sales break down by activity as follows: - laboratory services (60.9%): small molecules discovery services, bioanalytical services, medical devices safety testing services, comprehensive manufacturing and testing services for cell and gene therapies, etc.; - CMO and CDMO services (31.9%): development of manufacturing processes, production of advanced intermediates and active pharmaceutical ingredients, formulation development and dosage drug product manufacturing, for preclinical and clinical trials, new drug application, and commercial supply of chemical drugs, etc.; - clinical research services (7.1%): project planning, clinical operation and monitoring and managements of phase I-IV clinical trials, medical device trials, etc.; - other (0.1%). Net sales are distributed geographically as follows: China (25.1%), Asia (4.1%), the United States (53.6%), Europe (16%) and other (1.2%) .

Sector

Biotechnology & Medical Research

Calendar

2024-04-29 - Q1 2024 Earnings Release

More about the company

Income Statement Evolution

More financial data

Ratings for WuXi AppTec Co., Ltd.

Trading Rating

Investor Rating

ESG Refinitiv

A-

More Ratings

Analysts' Consensus

Sell

Buy

Mean consensus

BUY

Number of Analysts

Last Close Price

41.96 CNY

Average target price

71.37 CNY

Spread / Average Target

+70.09%

Consensus

EPS Revisions

Estimates Revisions

Quarterly earnings - Rate of surprise

Company calendar

Sector Bio Therapeutic Drugs

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Bio Therapeutic Drugs