• making recommendations to the Board on the appointment, reappointment and removal of external auditors, approving the remuneration and terms of engagement of external auditors, and dealing with any issues in relation to resignation or dismissal of external auditors；
• reviewing and monitoring external auditors’ independence and objectivity and the effectiveness of the audit process in accordance with applicable standards, discussing with auditors on the nature and scope of the audit work and reporting obligations before the audit commences;
• developing and implementing policies with respect to the non-audit work provided by external auditors;
• examining the completeness of the Group’s financial statements and the Group’s quarterly, interim and annual reports, and reviewing critical financial reporting judgments contained therein;
• overseeing the Group’s financial reporting, risk management and internal control systems;
• managing matters related to connected transactions;
• reviewing and approving the Group’s connected transactions and other related matters to the extent authorized by the Board;
• formulating, monitoring and overseeing the anti-corruption and anti-bribery policies and systems of the Group;
• formulating, monitoring and overseeing the whistle-blowing policies and systems of the Group; and
• providing information for the independent non-executive Directors and auditors to perform their annual review of the connected transactions
• making recommendations to the Board on
the compensation remuneration packages of individual executive Directors and
senior management and on the compensation of non-executive Director;
• making recommendations to the Board on
the management’s remuneration proposals;
• ensuring that no Director or any of
his/her associates is involved in deciding his/her own remuneration;
• developing policies and structure for
remuneration of all Directors, senior management and employees including
salaries, incentive schemes and other share schemes, and making recommendations
to the Board; and
• reviewing and/or approving matters relating
to share schemes under Chapter 17 of the Listing Rules, including any grants of
options or awards to directors, senior management, consultants and employees
and making disclosure and giving explanation on the appropriateness to such
material matters (if any) being approved in the corporate governance report.
• reviewing the structure, size and
composition of the Board at least annually and making recommendations on any
proposed changes to the Board to complement the Company’s corporate strategy;
• identifying individuals suitably
qualified to become Board members and making recommendations to the Board;
• assessing the independence of independent
non-executive Directors;
• making recommendations to the Board on
the appointment and succession planning of Directors
• reviewing the diversification policy and
its implementation on an annual basis, developing and reviewing measurable
objectives for implementing the diversification policy and monitoring the
progress on achieving these objectives;
• formulating and reviewing the policy for
the nomination of directors which includes the nomination process and the
criteria;
• formulating and reviewing on an annual
basis the mechanism to ensure independent views and inputs are available to the
Board; and
• reviewing and monitoring the training and
continuous professional development of directors, coordinating with the Company
for arranging appropriate trainings with appropriate focus on the roles,
functions and responsibilities of director.
• reviewing and making recommendations to
the Board on the long-term strategic development plans of the Company;
• reviewing and making recommendations to
the Board in relation to any significant capital operations (including but not
limited to the alternation of the registered issued share capital; issuance of
bonds or other securities; the merger, separation, dissolution or
transformation of company structure of the Company or any of its wholly owned
or holding subsidiaries; the Company’s profit distribution plan and plans for
loss recovery), asset management projects, the Company’s annual financial
budget plan, and final accounts;
• reviewing and making recommendations to
the Board on any financing investment projects relating to issuance of
securities by the Company or any of its wholly owned or holding subsidiaries;
• reviewing the Group’s major investment
and financing proposals in accordance with the Amended and Restated Articles of
Association and overseas investment management measures, and making
recommendations to the Board;
• making recommendations to the Board on
any major matters that would affect the Company’s development;
• implementing and supervising the above
items, reviewing, evaluating and making recommendations on any major changes
made to these items, for the Board’s approval;
• developing the Company’s ESG objectives,
strategies and structure, reviewing the progress in achieving the Company’s ESG
objectives, and making recommendations to the Board on relevant ESG work in
line with the Company’s strategic development;
• reviewing ESG-related issues that have a
significant impact on the Company’s operations and/or the interests of other
key stakeholders;
• considering the Company’s assessment of
its environmental and social impact, and reviewing international and China’s
ESG trends, in order to ensure the effective assessment of potential impact,
opportunities and risks to the Company’s business;
• monitoring the implementation of the
Company’s ESG policies and strengthening process control to ensure that the sustainability
and effectiveness of the relevant actions in compliance with applicable laws
and regulatory requirements;
• referring to key ESG reporting guidance
for the relevant industry or sector, and to widely consider suggestions from
stakeholders or to seek independent assurance verification by third parties in
order to strengthen the scientific management of ESG and the credibility of ESG
information disclosure;
• making timely, accurately and complete
information disclosure under the requirements of the Listing Rules, the CG Code
(set out in Appendix 14 to the Listing Rules) and the Environmental, Social and
Governance Reporting Guide (set out in Appendix 27 to the Listing Rules); and
• other matters authorized by the Board.
Dr. Liu, Jun (劉軍博士),aged 55, joined the Group on 17 October 2016 and was appointed as an executive Director, chief scientific officer and chief executive officer on 26 October 2018, 12 March 2019 and 15 October 2020, respectively. He is also a member of the Strategy and ESG Committee. Dr. Liu, Jun served as vice general manager of the Company between 17 October 2016 and 15 October 2020, and as chief operating officer of the Company between 21 April 2020 and 15 October 2020. He is currently fully responsible for the operation and management of the Group, including research and development, operations management and business development, among others.
Prior to joining the Group, Dr. Liu, Jun was the executive director of biologics research and development department in Shanghai ChemPartner Co., Ltd. between July 2010 and October 2016. Prior to that, he was employed by Bayer US LLC between April 2005 and July 2010 working with Bayer Healthcare as a senior scientist in the United States.
Dr. Liu, Jun obtained a Ph.D. in bioanalytical chemistry from the University of California, Davis in the United States in December 2002 and a bachelor’s degree in chemistry from the University of Science & Technology of China in Hefei, Anhui Province, the PRC in July 1991.
Mr. Fu, Shan (付山先生), aged 55, joined the Group on 19 January 2016 as a non-executive Director and was appointed the chairperson of the Board on 28 September 2018. He is also the chairperson of the Nomination Committee and the Strategy and ESG Committee. He has previously used the Chinese name “Fu Shan (傅山)”.
Mr. Fu has since October 2013 been a managing partner, a co-CEO and the Greater China CEO of Vivo Capital LLC, which is an investment management firm that primarily invests in the field of biotechnology and healthcare. Between June 2008 and October 2013, Mr. Fu worked as a senior managing director in the Beijing branch of Blackstone (Shanghai) Equity Investment Management Company Limited. He has been a non-executive director of LEPU ScienTech Medical Technology (Shanghai) Co., Ltd. (Hong Kong Stock Exchange: 2291) since June 2021, a director of Sinovac Biotech Ltd. (NASDAQ: SVA) since July 2018, and a director of Genetron Holdings Limited (NASDAQ: GTH) since June 2021. He was also a nonexecutive director of InnoCare Pharma Limited (Hong Kong Stock Exchange: 9969) from February 2018 to March 2023.
Mr. Fu obtained a master’s degree in history and a bachelor’s degree in history, both from Peking University in Beijing, the PRC, in July 1991 and July 1988, respectively.
Ms. Yeh-Huang, Chun-Ying (黃純瑩女士), aged 64, joined the Group on 5 July 2010 and was appointed as the vice chairperson of the Board on 15 October 2020. She is also a member of the Strategy and ESG Committee. Ms. Yeh-Huang served as the general manager of the Group between 5 July 2010 and 15 October 2020. Ms. Yeh-Huang was re-designated from an executive Director to a nonexecutive Director of the Company with effect from 1 January 2023 and has been responsible for the oversight of strategy formulation and development of the Group.
From April 1986 to December 2015, Ms. Yeh-Huang worked at TTY Biopharm Company Limited, during which she became an executive vice president of the oncology science business development unit in April 2011. As the head of TTY Biopharm Company Limited’s oncology science business development unit, she was responsible for product development, clinical research, marketing and sales. She also managed cancer translation centers and medical academies and was responsible for the expansion of oncology science business market construction and team management in China and Vietnam. She was a pharmacist of Taipei Veterans General Hospital from July 1983 to August 1985.
Ms. Yeh-Huang obtained a bachelor’s degree in pharmacy from Taipei Medical College (now known as Taipei Medical University) in Taiwan in June 1982 and obtained her Taiwan license of pharmacist in June 1983.
Dr. Liu, Weidong (劉衛東博士)，aged 55, has been appointed as a non-executive director of the Company, the chairperson of the Remuneration Committee and a member of each of the Audit and Connected Transactions Review Committee and the Strategy and ESG Committee, all with effect from 12 August 2023. Dr. Liu, Weidong will also be appointed as a director of TOT Suzhou in due course.
Dr. Liu, Weidong possesses extensive experience in pharmaceutical process research and development as well as CMC (chemistry, manufacturing and controls) management. He obtained a bachelor’s degree and a master’s degree in chemistry from Peking University (北京大學) in China in 1989 and 1994, respectively, and obtained a Ph.D. in organic chemistry from the University of Pittsburgh in the United States in 2000. He worked at Array BioPharma Inc. (formerly NASDAQ: ARRY; now part of Pfizer Inc. (New York Stock Exchange: PFE)) from October 2001 to May 2015 with his last position as principal research investigator of process chemistry. He then worked at Avista Pharma Solutions (now part of Cambrex Corporation (formerly New York Stock Exchange: CBM)) from June 2015 to February 2016 as director of process chemistry, and at Changzhou STA Pharmaceutical R&D Co., Ltd. (常州合全新藥研發有限公司) (a subsidiary of WuXi AppTec Co., Ltd. (無錫藥明康德新藥開發股份有限公司) (Hong Kong Stock Exchange: 2359; Shanghai Stock Exchange: 603259)) from March 2016 to April 2017 as executive director of process research and development.
Dr. Liu, Weidong joined Vivo Capital LLC, a substantial shareholder of the Company, in August 2017 and is currently serving as managing director. He served as a director of Genetron Holdings Limited (NASDAQ: GTH) between November 2019 and June 2021.
Ms. Sun(孫暉), aged 53, has extensive experience in accounting and financial management. She served as the group chief financial officer of CTH Group and the chief financial officer of Atlas Technology Group LLC from January 2022 to June 2022. She served as a partner in the operating group at SoftBank Investment Advisers (US) Inc. from September 2019 to June 2020. She was a partner in the capital markets accounting advisory services practice at PricewaterhouseCoopers in the United States from June 2017 to December 2018. Prior to that, Ms. Sun spent close to 17 years from November 2000 to June 2017 with EY, firstly in the United States and then subsequently in the PRC, with her last position as an assurance partner, and head and founding partner of EY’s financial accounting advisory services practice in the China North region.
Ms. Sun was a member of the board of governors and the finance committee at the International School of Busan in South Korea from December 2021 to March 2024.
Ms. Sun received a Bachelor of Business Administration degree in public accounting from Baruch College of The City University of New York in the United States in September 1997. She is a certified public accountant in the State of New York (active) since January 2002 and in the State of California (inactive) since June 2017.
Mr. Zhang(張勍), aged 56, has extensive managerial experience in capital markets. Mr. Zhang is the founder and chairman of Kingwood Consulting (謹悟（海南）信息產業諮詢有限公司) since e October 2022. Prior to that and since April 2009, he served multiple positions including the chief executive officer of C-Merchant Capital Co., Ltd (潮商東盟投資基金管理有限公司), director and chief executive officer of Macap Grupo (Macau) Companhia S.A. (澳門金控集團股份有限公司), and managing director and executive vice president in China Investment Corporation (中國投資有限責任公司).
He obtained a bachelor’s degree in English from Beihang University in the PRC in July 1991, a master’s degree in business administration from Renmin University of China in the PRC in July 2002, and a master’s degree in business administration from the State University of New York at Buffalo in the United States in February 2003.
Dr. Gu, aged 69, has extensive experience in biopharmaceutical industry. Dr. Gu has served as the president of Linbio Consulting LLC since October 2024. He served several senior positions in WuXi Biologics (Cayman) Inc. (無錫藥明生物技術股份有限公司, HKEX: 2269) from August 2014 to September 2024, with his last position as senior advisor. Prior to that, Dr. Gu had successively worked for several biopharmaceutical companies in the United States, including Johnson & Johnson (NYSE: JNJ) and PPD Inc. (which is now part of Thermo Fisher Scientific Inc. (NYSE: TMO)).
Dr. Gu received a bachelor’s degree in analytical chemistry from Heilongjiang University in the PRC in July 1982, a master’s degree in pharmaceutical chemistry from Norman Bethune University of Medical Sciences in the PRC in November 1989 and earned his Ph.D. in protein chemistry from the University of Nebraska in the United States in May 2001.
就委任、续任及更换外部核数师、批准外部核数师薪酬及委聘条款以及处理与外部核数师退任或更换有关的任何事宜向董事会作出建议;
根据适用标准审阅及监控外部核数师的独立性及客观性及审计程序的有效性，于审计开始前与核数师讨论审计工作的性质及范围以及报告职责;
制订及执行与外部核数师提供的非审计工作有关的政策;
监督我们的财务报告、风险管理及内部控制系统;
审阅及批准我们的关连交易及获董事会授权的其他有关事宜;
为独立非执行董事及核数师提供数据，以让其进行关连交易的年度审核。