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) (1) PROPOSED ADOPTION OF THE LIST OF INCENTIVE PARTICIPANTS; AND (2) NOTICE OF THE THIRD H SHARE CLASS MEETING FOR 2019 A notice convening the Third H Share Class Meeting of WuXi AppTec Co., Ltd.* to be held at 2:00 p.m. on Monday, November 18, 2019 at Building No. 18, Lane 31, Yiwei Road, Pudong New Area, Shanghai, the PRC is set out in this circular. For H Shareholders, if you intend to attend the Third H Share Class Meeting, please complete and return the enclosed reply slip in accordance with the instructions printed thereon as soon as possible and in any event on or before Tuesday, October 29, 2019. Whether or not you are able to attend the Third H Share Class Meeting, please complete and sign the enclosed form of proxy for use at the Third H Share Class Meeting in accordance with the instructions printed thereon and return it to 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 Third H Share Class Meeting (i.e. not later than 2:00 p.m. on Sunday, November 17, 2019) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude H Shareholders from attending and voting in person at the Third 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 purposes only October 4, 2019 CONTENTS Page Definitions ............................................................ 1 Letter from the Board................................................... 5 Appendix I — List of Incentive Participants................................ 11 Notice of the Third H Share Class Meeting for 2019 .......................... 91 –i– DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: “2019 A Share Incentive Plan” the Restricted A Shares and stock option incentive plan of 2019 of the Company “A Share(s)” ordinary share(s) of the Company with nominal value of RMB1.00 each listed on the Shanghai Stock Exchange “Administrative Measures” Measures for the Administration of Equity Incentives of Listed Companies (上市公司股權激勵管理辦法) “Articles of Association” the articles of association of the Company currently in force “Board” or “Board of Directors” the board of Directors of the Company “Circular” the circular of the Company dated August 5, 2019 in relation to the proposed adoption of the 2019 A Share Incentive Plan “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 “Connected Participant(s)” Participant(s), who is either a director, supervisor or the chief executive of the Company and/or its subsidiaries or their respective associate (i.e. a connected person of the Company) “CSRC” China Securities Regulatory Commission “Director(s)” the director(s) of the Company “First Extraordinary General the Company’s first extraordinary general meeting of 2019 Meeting” held on September 20, 2019 “H Shareholder(s)” holder(s) of H Shares –1– DEFINITIONS “H Share(s)” overseas-listed foreign share(s) in the share capital of the Company, with nominal value of RMB1.00 each, listed on the Main Board of the Hong Kong Stock Exchange Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Incentive Participant(s)” the person(s) to be granted Restricted A Share(s) or Share Options under the 2019 A Share Incentive Plan, including the Company’s Directors, senior management, mid-level management, technical backbones, basic-level management and technicians “Independent Board Committee” the independent board committee of the Company comprising Dr. Jiangnan Cai, Ms. Yan Liu, Mr. Dai Feng, Dr. Hetong Lou and Mr. Xiaotong Zhang, being all the independent non-executive Directors, established for the purpose of advising the Independent Shareholders in respect of the Initial Grant of Restricted A Shares to Connected Participants pursuant to the 2019 A Share Incentive Plan “Independent Financial Adviser” or Gram Capital Limited, a licensed corporation to carry out “Gram Capital” Type 6 (advising on corporate finance) regulated activity under the SFO and the independent financial adviser to the Independent Board Committee and the Independent Shareholders “Independent Participant(s)” Incentive Participant(s), who is independent of the Company and its connected person(s) “Independent Shareholder(s)” Shareholders who are independent of the Connected Participants and its associates and are not required to abstain from voting on the relevant resolutions at the general meeting of the Company –2– DEFINITIONS “Initial Grant” the initial grant of 13,657,803 Restricted A Shares and 5,292,174 Share Options upon adoption of the 2019 A Share Incentive Plan “List of Incentive Participants” the list of Incentive Participants under the Initial Grant, as reproduced in Appendix I to this circular “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time “Poll Results Announcement” the poll results announcement dated September 22, 2019 for the First Extraordinary General Meeting, the Second A Share Class Meeting and the Second H Share Class Meeting held on September 20, 2019 “PRC” the People’s Republic of China which, for the purpose of this circular, excludes Hong Kong, Macau Special Administrative Region of the PRC and Taiwan “PRC Company Law” the Company Law of the People’s Republic of China (中華 人民共和國公司法) “Restricted A Shares” the restricted A Shares to be granted by the Company under the 2019 A Share Incentive Plan “RMB” Renminbi, the lawful currency of the PRC “Second A Share Class Meeting” the Company’s second A Share class meeting for 2019 held on September 20, 2019 “Second H Share Class Meeting” the Company’s second H Share class meeting for 2019 held on September 20, 2019 “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) “Shareholder(s)” holder(s) of Share(s) –3– DEFINITIONS “Share Options” the share options to be granted under the 2019 A Share Incentive Scheme “Supervisory Committee” the supervisory committee of the Company “Third H Share Class Meeting” the third H Share class meeting of the Company of 2019 to be held on Monday, November 18, 2019 “%” per cent –4– 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) Executive Directors: Registered Office: Dr.GeLi(Chairman) Mashan No. 5 Bridge Mr. Edward Hu Binhu District, WuXi Mr. Xiaozhong Liu Jiangsu Province Mr. Zhaohui Zhang PRC Dr. Ning Zhao Headquarters and Principal Place of Non-executive Directors: Business in the PRC: Mr. Xiaomeng Tong 288 Fute Zhong Road Dr. Yibing Wu Waigaoqiao Free Trade Zone Shanghai Independent Non-executive Directors: PRC Dr. Jiangnan Cai Ms. Yan Liu Principal Place of Business in Hong Kong: Mr. Dai Feng Level 54, Hopewell Centre Dr. Hetong Lou 183 Queen’s Road East Mr. Xiaotong Zhang Hong Kong October 4, 2019 Dear Sir/Madam, (1) PROPOSED ADOPTION OF THE LIST OF INCENTIVE PARTICIPANTS; AND (2) NOTICE OF THE THIRD H SHARE CLASS MEETING FOR 2019 1. INTRODUCTION The purpose of this circular is to provide the H Shareholders with information in respect of the resolution to be proposed at the Third H Share Class Meeting to be held on Monday, November 18, 2019, to enable you to make an informed decision on whether to vote for or against –5– LETTER FROM THE BOARD the proposed resolution at the Third H Share Class Meeting. For details of the proposed resolution at the Third H Share Class Meeting, please also refer to the notice of the Third H Share Class Meeting enclosed with this circular. 2. PROPOSED ADOPTION OF THE LIST OF INCENTIVE PARTICIPANTS References are made to the Circular, the Poll Results Announcement, and the announcement of the Company dated September 30, 2019, in relation to, amongst other things, the proposed adoption of the List of Incentive Participants. Key information pertaining to the Incentive Participants under the Initial Grant including the total number of Incentive Participants, Restricted A Shares and Share Options to be granted under the 2019 A Share Incentive Plan are set out in Appendix I to the Circular.