Core Points - The document outlines the management system for the deferral and exemption of information disclosure by Wuxi AppTec Co., Ltd, ensuring compliance with relevant laws and regulations while protecting investors' rights [1][2] - The company and other obligated parties must carefully determine the deferral and exemption of information disclosure, following internal review procedures [2][3] Group 1: General Principles - The purpose of the system is to standardize the deferral and exemption of information disclosure, ensuring legal compliance and investor protection [1] - The system is based on various laws and regulations, including the Company Law and Securities Law of the People's Republic of China, as well as stock exchange rules [1] Group 2: Scope of Deferral and Exemption - Information that involves trade secrets or confidential business information can be deferred or exempted from disclosure if it meets specific criteria, such as potential harm to the company or others' interests [2][3] - If there is sufficient evidence that the information involves state secrets, it can also be exempted from disclosure [3] Group 3: Disclosure Review Procedures - The company must take effective measures to prevent the leakage of information that is deferred or exempted from disclosure [4][5] - The decision to defer or exempt disclosure must be documented, including the type of information and the internal review process [4][5] Group 4: Reporting Requirements - The company is required to submit relevant registration materials regarding deferred or exempted disclosures to the regulatory authority and stock exchange within ten days after the publication of periodic reports [5]

Core Viewpoint - The document outlines the information disclosure management system of Wuxi WuXi AppTec Co., Ltd., emphasizing the importance of timely, accurate, and complete information disclosure to protect investors' rights and comply with relevant laws and regulations. Group 1: General Principles - The company establishes this system to regulate information disclosure behavior and strengthen management of disclosure affairs [1] - Information disclosure obligations must be fulfilled timely and accurately, ensuring that all investors receive the same information simultaneously [2][3] - Directors and senior management must diligently ensure the authenticity and completeness of disclosed information [4] Group 2: Disclosure Obligations - The company must disclose significant operational information that could impact investor decisions, adhering to the rules of the stock exchanges where its securities are listed [2][3] - Information disclosed in one market must also be disclosed in the other market if the company’s securities are traded in both [2][3] Group 3: Types of Reports - The company is required to prepare and disclose periodic reports, including annual, semi-annual, and quarterly reports, which must contain significant financial data and operational information [12][13] - The annual report must be disclosed within four months after the fiscal year-end, while the semi-annual report must be disclosed within two months after the first half of the fiscal year [7][13] Group 4: Content of Reports - The annual report must include basic company information, major financial data, stock and bond issuance details, and significant events affecting the company [16] - The semi-annual report should cover similar content but can be unaudited unless specific conditions apply [9][12] Group 5: Temporary Reports - The company must disclose any major events that could significantly affect the trading price of its securities immediately upon occurrence [29] - Major events include significant changes in business operations, major investments, and legal issues [29][30] Group 6: Management Responsibilities - The board of directors is responsible for ensuring timely disclosure of periodic reports and must approve the content before it is released [15][20] - The board secretary plays a crucial role in managing the information disclosure process and ensuring compliance with regulations [51][52] Group 7: Internal Controls - The company must have internal procedures for reporting and disclosing significant information, ensuring that all relevant parties are informed promptly [26][27] - The board secretary and company secretary are responsible for overseeing the compliance of information disclosure and managing the related documentation [30][31]

Core Points - The document outlines the rules for the Compensation and Assessment Committee of Wuxi AppTec Co., Ltd, aiming to enhance the management of compensation and assessment for directors and senior management [2][3] - The committee is established under the board of directors and is responsible for formulating assessment standards, reviewing compensation policies, and researching equity incentive plans [2][5] Group 1: General Provisions - The committee is created to improve corporate governance and is based on various legal and regulatory frameworks [2] - The committee consists of three directors, with a majority being independent directors [3] Group 2: Responsibilities and Authority - The committee's main responsibilities include developing compensation plans based on the roles and responsibilities of directors and senior management, and ensuring transparency in the compensation process [5][6] - The committee is tasked with reviewing and approving compensation for non-independent directors and senior management, ensuring fairness and alignment with contractual terms [6][12] Group 3: Decision-Making Procedures - The committee is supported by a working group responsible for preparing proposals and providing necessary operational data [8][15] - Meetings require a two-thirds attendance of committee members, and decisions must be approved by a majority [9][10] Group 4: Meeting Regulations - Meetings must be documented, including attendance and voting results, and records should be maintained for at least ten years [10][11][28] - The committee has the authority to invite other directors and senior management to meetings when necessary [10][11] Group 5: Final Provisions - The rules take effect upon approval by the board and replace any previous regulations [29][30] - Any unresolved matters will be governed by relevant laws and regulations [30][31]

董事和高级管理人员所持公司股份及其 变动管理办法 （2025年修订） 无锡药明康德新药开发股份有限公司 无锡药明康德新药开发股份有限公司 董事和高级管理人员所持公司股份及其变动管理办法 第一章 总则 第一条 为加强无锡药明康德新药开发股份有限公司（以下简称"公司"或"本公 司"）董事和高级管理人员所持公司股份及其变动的管理，维护证券市场秩序，根 据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民共和国证 券法》（以下简称"《证券法》"）、中国证券监督管理委员会（以下简称"中国证 监会"）颁布的《上市公司董事和高级管理人员所持本公司股份及其变动管理规 则》、《上市公司股东减持股份管理暂行办法》、上海证券交易所（以下简称"上 交所"）颁布的《上海证券交易所上市公司自律监管指引第15号——股东及董事、 高级管理人员减持股份》、《上海证券交易所上市公司自律监管指引第8号—— 股份变动管理》以及《香港联合交易所有限公司证券上市规则》、香港证券及期 货事务监察委员会发布的《证券及期货条例》和《公司收购及合并守则》（以下 简称"《并购守则》"）以及《无锡药明康德新药开发股份有限公司章程》（以下 简称"《公司章 ...

Core Points - The document outlines the rules for the Nomination Committee of Wuxi AppTec Co., Ltd., focusing on the selection and appointment of directors and senior management [2][5][11] Group 1: General Provisions - The Nomination Committee is established to regulate the selection of directors and senior management, optimize the board composition, and improve corporate governance [2] - The committee is responsible for proposing candidates, conditions, standards, and procedures for the selection of directors and senior management [2][5] Group 2: Composition of the Committee - The Nomination Committee consists of three directors, with independent directors making up the majority and at least one director of a different gender [4] - The committee members are nominated by the chairman, a majority of independent directors, or one-third of all directors, and elected by the board [4] Group 3: Responsibilities and Authority - The main responsibilities include reviewing the board's structure and composition annually, proposing changes to align with corporate strategy, and evaluating the performance of the board [5][6] - The committee is tasked with assessing the independence of independent directors and providing recommendations for the appointment or dismissal of senior management [6][7] Group 4: Decision-Making Procedures - The committee can establish a working group to assist in the preparation of proposals and gather relevant information on candidates [4][14] - The selection process for directors and senior management involves extensive research and consideration of candidates' qualifications, experiences, and diversity [15] Group 5: Meeting Rules - Meetings require the presence of at least two-thirds of the committee members and decisions are made by a majority vote [18] - Meeting records must be maintained, including details of attendees, resolutions, and any independent directors' opinions [10][20] Group 6: Miscellaneous Provisions - The rules take effect upon approval by the board and replace any previous regulations [27] - Any unresolved matters will be governed by relevant laws, regulations, and the company's articles of association [11][29]

无锡药明康德新药开发股份有限公司 内部审计制度 （2025 年修订） 无锡药明康德新药开发股份有限公司 内部审计制度 第一章 总则 第一条 为加强和规范无锡药明康德新药开发股份有限公司(以下简称"公 司")内部审计工作，保护投资者的合法权益，提高审计工作质量，实现公司内部 审计工作规范化、标准化，依据《中华人民共和国审计法》、 《审计署关于内部审 计工作的规定》、 《企业内部控制基本规范》、 《上海证券交易所上市公司自律监管 指引第 1 号——规范运作》等法律、法规、规范性文件以及《无锡药明康德新药 开发股份有限公司章程》(以下简称"《公司章程》")的有关规定，结合公司的实 际情况，制定本制度。 第二条 内部审计是指公司内部审计机构对公司、控股子公司以及具有重大 影响的参股公司（以下统称"子公司"）的内部控制和风险管理的有效性，财务信 息及经营活动的合法性、合规性、真实性和完整性等进行的独立、客观的监督和 评价活动。 第三条 本制度所称内部控制，是指公司董事会、审计委员会、高级管理人员 及其他有关人员实施的、旨在实现控制目标的过程。 内部控制的目标是合理保证公司经营管理合法合规、资产安全、财务报告及 相关信息 ...

Core Viewpoint - The document outlines the rules and regulations governing the Audit Committee of Wuxi AppTec Co., Ltd., emphasizing the importance of effective oversight, internal control, and accurate financial reporting. Group 1: General Provisions - The Audit Committee is established to enhance the efficiency of the Board and ensure effective supervision of the company according to various legal and regulatory frameworks [1][2] - The committee is responsible for communication and evaluation of internal and external audits, reviewing financial information, and supervising major decision-making matters [1][2] Group 2: Composition of the Committee - The Audit Committee consists of three non-executive directors, with a majority being independent directors, including at least one accounting professional [2][3] - Members must possess the necessary expertise and experience to fulfill their responsibilities effectively [3] Group 3: Responsibilities and Authority - The committee is tasked with reviewing financial reports, supervising internal and external audits, and ensuring compliance with legal and regulatory requirements [4][5] - It has the authority to recommend the hiring or dismissal of external auditors and evaluate their performance [4][5] Group 4: Decision-Making Procedures - The committee must meet at least quarterly and can convene special meetings as needed, with decisions requiring a majority vote [8][9] - Meeting records must be maintained, including attendance and decisions made [10][11] Group 5: Information Disclosure - The company is required to disclose the Audit Committee's annual performance and any significant issues identified during its oversight [11][12] - Any recommendations made by the committee that are not adopted by the Board must be disclosed along with the reasons [12]

Core Points - The document outlines the rules for the board of directors of Wuxi AppTec Co., Ltd., aiming to standardize the decision-making process and enhance the board's operational efficiency [1][2][3] Group 1: General Provisions - The rules are established to ensure compliance with various laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] - The board consists of eleven directors, including five independent directors, to ensure a diverse and professional composition [2] Group 2: Board Authority and Responsibilities - The board has the authority to convene shareholder meetings, execute resolutions, and make significant decisions regarding the company's operational plans and investment strategies [2][3] - The board is responsible for formulating profit distribution plans, capital changes, and major acquisitions, as well as managing internal structures and appointing senior management [2][3] Group 3: Meeting Procedures - The board must hold at least four regular meetings annually, with provisions for temporary meetings under specific circumstances [9][10] - Meeting notifications must be sent out in advance, with specific requirements for both regular and temporary meetings [21][22] Group 4: Voting and Decision-Making - Decisions require a majority vote from the attending directors, with specific rules for handling conflicts of interest and ensuring independent directors' involvement [30][31][32] - The board must maintain transparency and confidentiality regarding meeting resolutions and decisions [38][39] Group 5: Documentation and Record-Keeping - The board secretary is responsible for maintaining accurate records of meetings, including minutes and resolutions, which must be preserved for at least ten years [40][44] - The rules stipulate that any amendments or conflicts with existing regulations must be addressed promptly [46][47]

Core Points - The document outlines the rules for the shareholders' meeting of Wuxi AppTec Co., Ltd, emphasizing the legal framework and responsibilities of the board and shareholders [1][2][3] Group 1: General Provisions - The rules are established to clarify the responsibilities and powers of the shareholders' meeting, ensuring fair and effective exercise of rights by shareholders [1] - The rules are legally binding for the company, shareholders, directors, and senior management upon their effective date [1][2] Group 2: Meeting Organization - The company must strictly adhere to legal and regulatory requirements when convening shareholders' meetings, ensuring shareholders can exercise their rights [2][3] - The shareholders' meeting is categorized into annual and extraordinary meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [2][3] Group 3: Meeting Procedures - The board of directors is responsible for convening the shareholders' meeting within specified timeframes and must provide written feedback on requests for extraordinary meetings [4][5] - If the board fails to convene a meeting, the audit committee or shareholders holding over 10% of shares can initiate the meeting [5][6] Group 4: Proposals and Notifications - Proposals for the shareholders' meeting must comply with legal and regulatory requirements and be submitted in writing [8][9] - Notifications for annual meetings must be sent 20 working days in advance, while notifications for extraordinary meetings must be sent 10 to 15 working days prior [9][10] Group 5: Voting and Resolutions - Resolutions can be classified as ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [17][18] - The voting process must be transparent, with results announced immediately after voting [26][62] Group 6: Meeting Records - The company must maintain accurate records of the shareholders' meetings, including attendance, proposals, and voting results, for a minimum of ten years [31][78] - Any resolutions that violate laws or regulations are deemed invalid [79]

Group 1 - The company held its 25th meeting of the 3rd Board of Directors on September 2, 2025, with all 11 directors present, chaired by Ge Li [1] - The Board approved the proposal to cancel the Supervisory Board, change the registered capital, and amend the Articles of Association, which will take effect upon the approval of the shareholders' meeting [1][2] - The Board also approved the revision of several corporate governance systems, with unanimous support from all directors [2][3] Group 2 - The Board authorized the investment department to dispose of listed shares, with a total transaction amount not exceeding 15% of the latest audited net assets attributable to the parent company's shareholders, valid for 12 months [4][5] - The Board approved a framework agreement for daily related party transactions, with specific voting results showing 8 votes in favor and 3 abstentions from related directors [6] - The Board agreed to the equity transfer between wholly-owned subsidiaries and authorized management to handle all related matters [6][7] Group 3 - The Board proposed to hold the second extraordinary general meeting of shareholders in 2025, with the chairman or authorized personnel responsible for the announcement and related arrangements [7]