Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement 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 announcement.WUXI XDC CAYMAN INC.药明合联生物技术有限公司* (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2268) GRANT OF RESTRICTED SHARES UNDER THE 2024 SHARE SCHEME The Board is pleased to announce that on July 12 2024 it has approved the Grant of 4496948 Restricted Shares to 211 Grantees of which three of them are Directors and the remaining 208 Grantees are employees of the Group subject to acceptance of the selected participants pursuant to the 2024 Share Scheme. Details of the Grant are set out as follows: Grant Date: July 12 2024 Number of Restricted 4496948 Restricted Shares Shares Granted: Number of Grantees: 211 Grantees (of which three are Directors and the remaining 208 Grantees are employees of the Group) Purchase Price for the Nil Restricted Shares Granted: Market Price of the HK$16.18 per Share Shares on the Grant Date: Vesting Period: 20% of the total Restricted Shares granted shall vest on each of the second third and fourth anniversary of the Grant Date respectively and the remaining 40% of the total Restricted Shares granted shall vest on the fifth anniversary of the Grant Date.– 1 –Clawback Mechanism: Pursuant to the terms of the 2024 Share Scheme upon the occurrence of any of the following event in relation to a selected participant under the 2024 Share Scheme where (a) the selected participant’s service or employment with the Group has been terminated by any member of the Group for cause as defined in the 2024 Share Scheme; or (b) the selected participant has been convicted for any criminal offence involving his or her integrity or honesty then the Board may make a determination at its absolute discretion that: (A) any unvested Restricted Shares shall immediately lapse (B) with respect to any Restricted Shares issued or transferred to that selected participant the selected participant shall be required to transfer back to the Company or its nominee (1) the equivalent number of Shares (2) an amount in cash equal to the market value of such Shares or (3) a combination of (1) and (2) and/ or (C) with respect to any Restricted Shares held by the trustee of the 2024 Share Scheme for the benefit of the selected participant those Restricted Shares shall no longer be held on trust for nor inure to the benefit of the selected participant.Performance Target(s): A time-based vesting schedule is applicable to the Grant with no performance target attached.The Restricted Shares granted will give the Grantees an opportunity to have a personal stake in the Company and will help motivate the Grantees in optimizing their performance and efficiency. The number of Restricted Shares granted is based on the work performance and potential of the Grantees and no additional performance target is imposed before the Restricted Shares are vested to the Grantees. In view of the above and in line with the previous customary practice of the Company in terms of equity-based remuneration the Remuneration Committee considered the Grant are in alignment with the purposes of the 2024 Share Scheme.– 2 –Among the 4496948 Restricted Shares granted as referred to above 481232 Restricted Shares were granted to three Grantees who are Directors with details as follows: Number of Restricted Shares Name Position Granted Dr. Li Executive Director and Chief Executive Officer 190000 of the Company Mr. Zhang Executive Director and Chief Operating Officer 154488 of the Company Mr. Xi Executive Director Chief Financial Officer and 136744 Company Secretary of the Company Total 481232 LISTING RULES IMPLICATIONS The Grant will not be subject to approval by the Shareholders. To the best of the Directors’ knowledge information and belief having made all reasonable enquiries save as disclosed above (i) none of the Grantees is a Director chief executive or substantial shareholder of the Company or an associate of any of them and (ii) the Grant would not result in the share options and awards granted and to be granted to each individual grantee in the 12-month period up to and including the Grant Date in aggregate to exceed 1% of the Shares in issue.The Grant to Dr. Li Mr. Zhang and Mr. Xi have been approved by the Board (including independent non-executive Directors) save that Dr. Li Mr. Zhang and Mr. Xi abstained from approving the relevant resolutions relating to the Grant to themselves.Taking into account the purposes and objectives of the 2024 Share Scheme the Company considers that the Grant is fair and reasonable and are in the interests of the Company and its Shareholders as a whole.The Grant will be satisfied by issuance of new Shares within the Scheme Mandate Limit. As at the date of this announcement and following the Grant 31446174 Option Shares or Restricted Shares will be available for future grants under the Scheme Mandate Limit and 3594312 Option Shares or Restricted Shares will be available for future grants under the Service Provider Sublimit.– 3 –DEFINITIONS ‘‘2024 Share Scheme’’ the 2024 Share Scheme adopted by the Company on June 122024 ‘‘associate’’ has the meaning ascribed thereto under the Listing Rules ‘‘Board’’ the board of Directors of the Company ‘‘Company’’ WuXi XDC Cayman Inc. (药明合联生物技术有限公司*) an exempted company incorporated in the Cayman Islands with limited liability the Shares of which are listed on the Main Board of the Stock Exchange ‘‘Director(s)’’ the director(s) of the Company ‘‘Dr. Li’’ Dr. Jincai Li an executive Director and Chief Executive Officer of the Company ‘‘Grant’’ grant of Restricted Shares to the Grantees on July 12 2024 ‘‘Grantees’’ the grantees who were awarded the Restricted Shares in accordance with the 2024 Share Scheme on July 12 2024 ‘‘Group’’ the Company and its subsidiaries ‘‘HK$’’ Hong Kong dollar the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange as amended or supplemented from time to time ‘‘Mr. Xi’’ Mr. Xiaojie Xi an executive Director Chief Financial Officer and Company Secretary of the Company ‘‘Mr. Zhang’’ Mr. Jerry Jingwei Zhang an executive Director and Chief Operating Officer of the Company ‘‘Option’’ a right (but not an obligation) to subscribe for Shares granted by the Company to a selected participant in accordance with the terms of the 2024 Share Scheme ‘‘Option Shares’’ any Share(s) underlying any Option ‘‘Remuneration Committee’’ the remuneration committee of the Board ‘‘Restricted Share Award’’ the Grant of Restricted Shares to selected participant pursuant to the 2024 Share Scheme – 4 –‘‘Restricted Share(s)’’ any Share(s) underlying any Restricted Share Award ‘‘Scheme Mandate Limit’’ 35943122 Shares being the maximum number of Shares which may be issued and allotted in respect of all Option Shares or Restricted Shares to be granted under the 2024 Share Scheme and all share options and share awards to be granted under any other share option schemes and/or share award schemes involving issuance of new Shares adopted and to be adopted by the Company from time to time ‘‘Service Provider(s)’’ any person(s) who provides services to the Group on a continuing or recurring basis in its ordinary and usual course of business which are in the interests of the long term growth of the Group or which will contribute to the growth of the Group’s financial or business performance including but not limited to any independent contractor consultant agent and/or advisors for drug discovery research and development manufacturing optimization and commercialization technology advancement strategic planning on corporate image and investor relations in investment environment of the Company and/or advisors who provide advisory services and consultancy services after stepping down from an employment or director position with the Group provided that any placing agents or financial advisers providing advisory services to the Group for fundraising mergers or acquisitions and professional services providers such as auditors or valuers who provide assurance or are required to perform their services with impartiality and objectivity should not be Service Providers for the purpose of the 2024 Share Scheme ‘‘Service Provider Sublimit’’ 3594312 Shares being the maximum number of Shares which may be issued and allotted in respect of all Option Shares or Restricted Shares to be granted to Service Provider(s) under the 2024 Share Scheme and all share options and share awards to be granted to Service Provider(s) under any other share option schemes and/or share award schemes involving issuance of new Shares adopted and to be adopted by the Company from time to time ‘‘Shareholder(s)’’ holder(s) of Share(s) – 5 –‘‘Share(s)’’ ordinary shares in the share capital of the Company with a par value of US$0.00005 each ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘substantial shareholder’’ has the meaning ascribed thereto under the Listing Rules ‘‘US$’’ United States dollar the lawful currency of the United States of America By order of the Board WuXi XDC Cayman Inc.Dr. Jincai LI Executive Director and Chief Executive Officer Hong Kong July 12 2024 As at the date of this announcement the board of directors of the Company comprises (i) Dr. Jincai LI Mr. Jerry Jingwei ZHANG and Mr. Xiaojie XI as executive directors; (ii) Dr.Zhisheng CHEN Dr. Weichang ZHOU and Ms. Ming SHI as non-executive directors; and (iii) Dr. Ulf GRAWUNDER Mr. Stewart John HEN and Mr. Hao ZHOU as independent non-executive directors.* For identification purpose only –6–