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]

Core Viewpoint - The document outlines the management measures for the shares held by directors and senior management of Wuxi AppTec Co., Ltd., emphasizing compliance with relevant laws and regulations to maintain market order and transparency in share transactions [1][2]. Summary by Sections General Principles - The management measures are established to strengthen the oversight of shares held by directors and senior management, ensuring adherence to the Company Law, Securities Law, and various regulatory guidelines [1]. - The measures apply to all shares held by directors and senior management, including those held in multiple accounts [2]. Trading Prohibitions and Restrictions - Directors and senior management are prohibited from transferring shares under specific circumstances, such as within one year of the company's stock listing or within six months after leaving the company [5]. - There are also restrictions on trading during certain periods, such as before the announcement of annual or quarterly reports [6][7]. Information Reporting and Disclosure - Directors and senior management must report their shareholdings and any changes to the board secretary promptly, ensuring accurate and timely disclosures [5][6]. - Any share reduction plans must be reported in advance, detailing the number of shares, method, and reasons for the reduction [6][10]. Violations and Responsibilities - The company can impose penalties on directors and senior management for violations of these measures, including financial penalties and potential legal action [11][12]. - The board secretary is responsible for managing and monitoring the shareholding data of directors and senior management [10][12]. Additional Provisions - Shareholders holding more than 5% of the company's shares are also subject to similar reporting and trading restrictions [11]. - The measures will take effect upon approval by the board and will supersede previous regulations [12].

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]

Core Points - The internal audit system of Wuxi WuXi AppTec Co., Ltd. aims to enhance and standardize internal audit work, protect investors' rights, and improve audit quality [1][2] - The internal audit is an independent and objective evaluation of the effectiveness of internal controls and risk management, as well as the legality, compliance, authenticity, and completeness of financial information and business activities [1][2] - The internal audit institution is responsible to the board of directors and must report directly to the audit committee when significant issues are discovered [3][5] Group 1: General Principles - The internal audit system is based on national laws and regulations, as well as the company's articles of association [1][2] - The objectives of internal control include ensuring legal compliance in management, asset security, and the authenticity of financial reporting [2] - The internal audit institution must operate independently and is not subordinate to the finance department [3][4] Group 2: Audit Committee and Personnel - The audit committee is established under the board of directors and consists of non-executive directors, with a majority being independent directors [6][7] - The company must appoint a dedicated internal audit manager responsible for managing internal audit activities [4][6] - Internal audit personnel must possess the necessary professional capabilities and undergo continuous education to enhance their skills [4][5] Group 3: Responsibilities and Authority - The audit committee guides and supervises the internal audit institution, reviews annual audit plans, and coordinates with external audit units [5][6] - The internal audit institution is responsible for auditing the legality, compliance, authenticity, and completeness of financial and economic activities [5][6] - The internal audit institution has the authority to request relevant documents, attend meetings, and investigate issues related to audit matters [7][8] Group 4: Audit Scope and Procedures - The internal audit covers financial audits, internal control audits, special audits, and management audits [8][9] - The internal audit institution evaluates the effectiveness of internal controls related to financial reporting and information disclosure [9][10] - The audit process includes verifying financial records, conducting interviews, and preparing audit work papers [10][11] Group 5: Reporting and Follow-up - After completing the audit, the internal audit department must submit an audit report, which the audited unit can respond to within five days [11][12] - The internal audit institution is responsible for monitoring the implementation of corrective measures for identified internal control deficiencies [12][13] - The internal audit institution must prepare an annual internal audit report for the audit committee [5][12]

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]