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) WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2019; (2) WORK REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2019; (3) ANNUAL REPORT FOR THE YEAR 2019; (4) FINANCIAL REPORT FOR THE YEAR 2019; (5) PROPOSED 2019 PROFIT DISTRIBUTION PLAN; (6) PROPOSED RE-ELECTION OF DIRECTORS; (7) PROPOSED ELECTION OF EXECUTIVE DIRECTOR; (8) PROPOSED RE-ELECTION OF SHAREHOLDER REPRESENTATIVE SUPERVISORS; (9) PROPOSED DIRECTORS’ REMUNERATION; (10) PROPOSED SUPERVISORS’ REMUNERATION; (11) PROPOSED PROVISION OF EXTERNAL GUARANTEES FOR SUBSIDIARIES; (12) PROPOSED RE-APPOINTMENT OF AUDITORS FOR THE YEAR 2020; (13) PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE A SHARES AND/OR H SHARES; (14) PROPOSED GRANTING OF REPURCHASE MANDATE TO REPURCHASE A SHARES AND/OR H SHARES; (15) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; (16) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR SHAREHOLDERS’ MEETINGS; (17) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR BOARD MEETINGS; (18) PROPOSED INCREASE OF REGISTERED CAPITAL; (19) PROPOSED FOREIGN EXCHANGE HEDGING LIMIT; (20) PROPOSED ISSUANCE OF H SHARES UNDER SPECIFIC MANDATE AND CONSEQUENTIAL AMENDMENTS TO ARTICLES OF ASSOCIATION; (21) COMPLIANCE WITH CONDITIONS FOR THE PROPOSED NON-PUBLIC ISSUANCE OF A SHARES; (22) PROPOSED NON-PUBLIC ISSUANCE OF A SHARES UNDER GENERAL MANDATE; (23) FEASIBILITY REPORT; (24) REPORT ON THE USE OF PROCEEDS FROM PREVIOUS FUND RAISING; (25) REMEDIAL MEASURES REGARDING DILUTION ON RETURNS FOR THE CURRENT PERIOD DUE TO THE PROPOSED NON-PUBLIC ISSUANCE OF A SHARES; (26) SHAREHOLDERS’ DIVIDEND AND RETURN PLAN (2020-2022); (27) AUTHORIZATION TO THE PROPOSED NON-PUBLIC ISSUANCE OF A SHARES; AND (28) NOTICE OF ANNUAL GENERAL MEETING OF 2019 AND THE FIRST H SHARE CLASS MEETING OF 2020 Placing Agents The notice convening the 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 Friday, May 15, 2020 at 2:00 p.m. are set out in this circular. For H Shareholders, if you intend to attend the AGM and/or the 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 Friday, April 24, 2020. Whether or not you are able to attend the AGM and/or the H Share Class Meeting, please complete and sign the enclosed form of proxy for use at the 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 AGM and/or the H Share Class Meeting (i.e. not later than 2:00 p.m. on Thursday, May 14, 2020 (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 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 purposes only March 31, 2020 CONTENTS Page Expected Timetable ..................................................... ii Definitions ........................................................... 1 Letter from the Board................................................... 6 Appendix I — Work Report of the Board of Directors for the Year 2019 ..... 53 Appendix II — Work Report of the Supervisory Committee for the Year 2019 .68 Appendix III — Financial Report for the Year 2019 ....................... 74 Appendix IV — Particulars of Directors Proposed for Re-election or Election .. 81 Appendix V — Particulars of Shareholder Representative Supervisors Proposed for Re-election .............................. 96 Appendix VI — Proposed Provision of External Guarantees for Subsidiaries ... 99 Appendix VII — Proposed Granting of General Mandate to Issue A Shares and/or H Shares ........................ 100 Appendix VIII — Proposed Granting of Repurchase Mandate ................ 103 Appendix IX — Explanatory Statement on the Repurchase Mandate .......... 106 Appendix X — Proposed Amendments to the Articles of Association ......... 111 Appendix XI — Proposed Amendments to the Rules of Procedure for Shareholders’ Meetings ................... 128 Appendix XII — Proposed Amendments to the Rules of Procedure for Board Meetings ......................... 137 Appendix XIII — Proposed Foreign Exchange Hedging Limit ................ 139 Appendix XIV — Compliance with Conditions for the Proposed Non-public Issuance of A Shares ................................. 140 –i– CONTENTS Appendix XV — Feasibility Report ..................................... 145 Appendix XVI — Report on the Use of Proceeds from Previous Fund Raising.... 162 Appendix XVII — Remedial Measures Regarding Dilution on Returns for the Current Period due to the Proposed Non-Public Issuance of A Shares ................................. 173 Appendix XVIII — Shareholders’ Dividend and Return Plan (2020-2022) ......... 186 Appendix XIX — Authorization to the Proposed Non-Public Issuance of A Shares. 191 Notice of Annual General Meeting of 2019 .................................. 193 Notice of the First H Share Class Meeting for 2020 ........................... 203 –ii– EXPECTED TIMETABLE The expected timetable for the Capitalization of Reserve and Profit Distribution, which are subject to Shareholders’ approval of the 2019 Profit Distribution Plan at the 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 Capitalization of Reserve and 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 ...........Monday, May 25, 2020 First day of dealings in H Shares on an ex-entitlement basis ...........Tuesday,May26,2020 Latest time for lodging transfer documents of H Shares for entitlement to the Capitalization of Reserve and Profit Distribution .....................4:30p.m.,Wednesday, May 27, 2020 Book closure period for determining H Shareholders’ entitlement to the Capitalization of Reserve and Profit Distribution(Note 2) .....Thursday, May 28, 2020 to Wednesday, June 3, 2020(Note 3) Record date for determining H Shareholders’ entitlement to the CapitalizationofReserveandProfitDistribution.................Wednesday, June 3, 2020 Register of H Shareholders of the Company reopens .................Thursday, June 4, 2020 Notes: 1. The Company will issue a separate announcement regarding the date of despatch of the certificates for the New H Shares and the cheques for the Profit Distribution, and the date of the commencement of dealings in the New H Shares. 2. If there is a tropical cyclone warning signal number 8 or above, or a black rainstorm warning: (a) 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; (b) 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. – iii – DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: “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