Investor Relations

• 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.

Mr. Fu, Shan (Chairperson of the Board)

Mr. Fu, Shan (付山, former Chinese name “傅山”), aged 57, joined the Group on 19 January 2016 as a non-executive director and was appointed the chairperson of the Board on 28 September 2018. In addition, he holds directorship in subsidiaries of the Company.

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. Vivo Capital LLC is deemed to have an interest in the Company’s issued share capital through its controlled corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and is a substantial shareholder of the Company. A non-executive director of the Company, Dr. Liu, Weidong, is also currently serving as managing director of Vivo Capital LLC.

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 and a director of Sinovac Biotech Ltd. (NASDAQ: SVA) since July 2018. Mr. Fu was also appointed as a director of VISEN Pharmaceuticals (Hong Kong Stock Exchange: 2561, which became listed on the Main Board of the Hong Kong Stock Exchange in March 2025) in November 2018, and was re-designated as a non-executive director in March 2021. He was also a director of Genetron Holdings Limited (NASDAQ: GTH) from June 2021 to March 2024 and a non-executive director of InnoCare Pharma Limited (Hong Kong Stock Exchange: 9969; Shanghai Stock Exchange STAR Market: 688428) 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.

Dr. Liu, Weidong

Dr. Liu, Weidong (劉衛東博士)，aged 56, 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, Hui

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, Qing

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, Xue Lin

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.