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]

Core Viewpoint - WuXi AppTec (603259.SH) has signed a framework agreement with WuXi XDC Cayman Inc. to increase the transaction amount for the year 2025 and establish a new three-year service agreement [1] Group 1: Transaction Details - The expected transaction amount for 2025 has been raised from 168 million yuan to 200 million yuan [1] - Projected transaction amounts for the years 2026, 2027, and 2028 are set at 300 million yuan, 400 million yuan, and 400 million yuan respectively [1] Group 2: Related Party Transactions - The CFO of the company, Shi Ming, serves as a director of XDC Cayman, making this transaction a related party transaction [1] - The company asserts that the transaction is in line with normal business operations and is established under general business terms, adhering to market pricing principles [1]

Financial Performance - Revenue for the six months ended June 30, 2025, was RMB 20,799.3 million, representing a 20.6% increase from RMB 17,240.9 million in 2024[8] - Gross profit increased to RMB 9,112.2 million, a 36.0% rise compared to RMB 6,700.9 million in the previous year, with a gross margin of 43.8%[8] - Net profit attributable to equity holders of the parent reached RMB 8,287.3 million, up 95.5% from RMB 4,239.8 million in 2024, with a net profit margin of 39.8%[8] - Adjusted net profit attributable to equity holders was RMB 6,314.8 million, a 44.4% increase from RMB 4,372.2 million in 2024, with an adjusted net profit margin of 30.4%[8] - The company achieved a revenue of RMB 20,799.3 million, representing a year-on-year increase of 20.6%, and a net profit attributable to shareholders of RMB 8,287.3 million, up 95.5% year-on-year[11] - The company reported a net profit of RMB 8,383.8 million for the six months ending June 30, 2025, up from RMB 4,280.8 million for the same period in 2024, driven by a focus on CRDMO business model and increased operational efficiency[27] - Total comprehensive income for the period amounted to RMB 8,345,864 thousand, compared to RMB 4,295,580 thousand in 2024, reflecting a 94.8% growth[181] Assets and Liabilities - Total assets as of June 30, 2025, amounted to RMB 83,823.8 million, a 4.4% increase from RMB 80,325.8 million at the end of 2024[8] - Total liabilities increased by 10.2% to RMB 23,414.7 million from RMB 21,240.2 million in 2024[8] - Cash and cash equivalents rose by 30.5% to RMB 17,535.5 million compared to RMB 13,434.3 million at the end of 2024[8] - Total liabilities as of June 30, 2025, were RMB 23,414.7 million, up from RMB 21,240.2 million at the end of 2024, with a debt-to-asset ratio of 27.9%[30] - The company’s total liabilities decreased significantly, indicating improved financial health and reduced leverage[187] Business Model and Strategy - The company operates a unique CRDMO business model, enhancing R&D efficiency and providing integrated drug development and manufacturing services globally[10] - The company aims to strengthen its integrated CRDMO model to better serve global clients, focusing on drug discovery, development, and production[10] - The company plans to focus on its core CRDMO business and improve operational efficiency, with an overall revenue forecast for 2025 adjusted to RMB 425-435 billion[17] - The company is committed to improving customer satisfaction through high-quality services and strict intellectual property protection, while expanding its global customer base, particularly targeting long-tail clients[68] - The company will continue to focus on its unique integrated CRDMO business model, enhancing production efficiency and expanding new capabilities to drive steady business growth[66] Market and Clientele - As of June 30, 2025, the company had a backlog of orders amounting to RMB 56.69 billion, a year-on-year growth of 37.2%[12] - Revenue from U.S. clients reached RMB 14,030 million, up 38.4% year-on-year, while revenue from European clients was RMB 2,330 million, increasing by 9.2% year-on-year[12] - The company has established a large, diverse, and sticky customer base, driving innovation and efficiency in drug development[49] Operational Efficiency - The overall gross profit for the company was RMB 9,112.2 million, with a gross margin of 43.8%, up from 38.9% in the previous year[19] - The company continues to enhance its drug discovery capabilities, contributing to over 20% of new customer acquisition in the biology segment[18] - The company achieved a gross profit of RMB 9,112.2 million, a 36.0% increase compared to the same period in 2024, with a gross margin of 43.8%, up 4.9 percentage points year-on-year, driven by continuous optimization of production processes and increased capacity efficiency from late-stage clinical and commercialization projects[20] Cash Flow and Financial Management - Operating cash flow for the six months ending June 30, 2025, was RMB 7,066.5 million, a 49.1% increase from RMB 4,738.8 million in the previous year, reflecting improved operational profit and financial management[28] - The company reported a free cash flow of RMB 4,964.7 million for the six months ending June 30, 2025, compared to RMB 3,228.3 million in the previous year, indicating effective capital recovery from the sale of shares[29] - The company’s cash flow from operating activities for the six months ended June 30, 2025, is detailed in the cash flow statement, indicating the liquidity position[191] Investments and Capital Expenditure - The company invested RMB 5.6 million in joint ventures and associates during the reporting period to enhance synergies and expand its customer base[40] - A total of RMB 312.9 million was invested in other equity investments outside of joint ventures and associates, with significant changes in fair value reported[41] - The company has no significant investments or plans for capital asset purchases as of the mid-report date[43] Shareholder Returns and Dividends - The company plans to distribute a cash dividend of RMB 9.8169 per 10 shares for the 2024 fiscal year, totaling RMB 2,832,309,813.65[51] - A special dividend of RMB 3.5000 per 10 shares is set for 2025, amounting to RMB 1,009,797,833.10[51] - The company paid dividends totaling RMB 3,864,088, an increase of 53.1% from RMB 2,526,288 in the previous year[193] Risks and Challenges - The company faces risks from potential declines in demand for pharmaceutical R&D services, which could negatively impact its business if industry trends slow down[74] - The company is exposed to intensified competition in the global pharmaceutical R&D services market, necessitating continuous enhancement of its comprehensive R&D technology advantages[76] - The company acknowledges the risk of core technical personnel turnover, which could impact its competitive advantage and profitability if not managed effectively[79] Corporate Governance - The board of directors consists of four executive directors, two non-executive directors, and five independent non-executive directors, ensuring strong independence[170] - The company emphasizes high standards of corporate governance and will continuously review and monitor its corporate governance practices[166] - The company has established a code of conduct for directors regarding the trading of the company's securities, which meets or exceeds the standards set out in the listing rules[167][168]

无锡药明康德新药开发股份有限公司 董事会提名委员会议事规则 （2025 年修订） 无锡药明康德新药开发股份有限公司 董事会提名委员会议事规则 第一章 总 则 第一条 为规范无锡药明康德新药开发股份有限公司(以下简称"公司")董事、 高级管理人员的选聘工作，优化董事会组成，完善公司治理结构，根据《中华人民 共和国公司法》、《上市公司治理准则》、《上市公司独立董事管理办法》、《董 事会专门委员会实施细则（2）—董事会提名委员会实施细则指引》、《香港联合 交易所有限公司证券上市规则》以及《无锡药明康德新药开发股份有限公司章程》 （以下简称"《公司章程》"）、《无锡药明康德新药开发股份有限公司董事会议事 规则》的相关规定，公司董事会特设立提名委员会，并制定本规则。 第二条 提名委员会是董事会下设的专门工作机构，主要负责对公司董事和高 级管理人员的人选、条件、标准和程序提出建议以及《公司章程》和本规则规定的 其他事项。 第三条 本规则所称高级管理人员同《公司章程》中的定义范围。 第二章 人员组成 第四条 提名委员会成员由3名董事组成，其中独立董事应当过半数，且至少有 一名不同性别的董事。 第五条 提名委员会委员由董事长 ...