WuXi AppTec Co., Ltd. released an updated version of the “Terms of Reference of the Remuneration and Appraisal Committee of the Board of Directors,” effective upon board approval in 2026.

Key structural adjustments • Committee size remains at three directors, but the document reconfirms that independent directors must constitute a majority. • The committee chair must be an independent director and is charged with convening meetings and overseeing all committee work. • Vacancies arising from resignations or board departures must be filled promptly to maintain the required composition; if the ratio of independent directors would fall below half, the resigning member must remain in office until a successor is appointed.

Expanded duties and oversight • The committee now explicitly reviews and approves compensation proposals for non-independent directors and senior management, while making recommendations to the board on independent-director remuneration. • Responsibilities have been broadened to include: – Reviewing and managing share incentive schemes and employee stock ownership plans. – Assessing compensation linked to loss or termination of office and to any dismissal for misconduct, ensuring alignment with contractual terms and market practice. – Evaluating stock-ownership plans tied to potential subsidiary spin-offs. • The board retains a veto over any remuneration plan deemed detrimental to all shareholders.

Governance and procedural enhancements • A dedicated Working Team, led by the Human Resources Department, will prepare proposals, supply performance data and implement committee resolutions. • Meetings require at least two-thirds attendance and resolutions pass by majority vote; written resolutions are permitted, and minutes must be retained for a minimum of ten years. • Committee members must abstain from discussions where they have a personal interest, and strict confidentiality rules apply.

Disclosure and shareholder engagement • Director remuneration plans need board approval and subsequent shareholder-meeting endorsement. • Senior-management remuneration must be approved by the board and fully disclosed to shareholders. • If the board rejects a committee proposal, both the committee’s opinion and the board’s rationale must be recorded and disclosed.

Authority to engage external advisors • The committee may retain professional intermediaries at the company’s expense for independent opinions on remuneration matters.

Implementation and future amendments • The revised charter supersedes the previous version once approved by the board. Any future conflicts with new laws, regulations or listing-rule changes will trigger further amendments, with interpretation rights vested in the board.