Corporate Governance

BOARD COMMITTEES

The Company has established the following committees on our Board: an audit committee, a remuneration committee and a nomination committee. The committees operate in accordance with the terms of reference established by our Board.

AUDIT COMMITTEE

The Company has established an audit committee (effective from the Listing Date) with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph C.3 and paragraph D.3 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules (the “Corporate Governance Code”). The audit committee consists of one non-executive Director, Mr. Jifeng Guan, and three independent non-executive Directors, Mr. Wai Ming Yip, Mr. Wayne Wu and Mr. Robert Ralph Parks. The chairman of the audit committee is Mr. Yip, who holds the appropriate professional qualifications as required under Rules 3.10(2) and 3.21 of the Listing Rules. The primary duties of the audit committee are to assist our Board by providing an independent view of the effectiveness of the financial reporting process, internal control and risk management systems of the Group, overseeing the audit process, and performing other duties and responsibilities as assigned by our Board.

REMUNERATION COMMITTEE

The Company has established a remuneration committee (effective from the Listing Date) with written terms of reference in compliance with Rule 3.25 of the Listing Rules and paragraph B.1 of the Corporate Governance Code. The remuneration committee consists of two non-executive Directors, Dr. Zhiyun Yu and Mr. Bing Shang, and three independent non-executive Directors, Mr. Wayne Wu, Dr. Stephen Newman Oesterle and Mr. Robert Ralph Parks, with Mr. Wu as the chairman. The primary duties of the remuneration committee include, but are not limited to, the following: (i) making recommendations to our Board on our policy and structure for all remuneration of Directors and senior management and on the establishment of a formal and transparent procedure for developing policy on such remuneration; (ii) determining the specific remuneration packages of all Directors and senior management; and (iii) reviewing and approving performance-based remuneration by reference to corporate goals and objectives resolved by our Board from time to time.

Nomination Committee

The Company has established a nomination committee (effective from the Listing Date) with written terms of reference in compliance with paragraph A.5 of the Corporate Governance Code. The nomination committee consists of our Chairman of the Board, Dr. Zhang, one non-executive Director, Mr. Fei Chen, and three independent non-executive Directors, Dr. Stephen Newman Oesterle, Mr. Wayne Wu and Mr. Wai Ming Yip, with Dr. Zhang as the chairman. The primary functions of the nomination committee include, without limitation, reviewing the structure, size and composition of our Board, assessing the independence of independent non-executive Directors and making recommendations to our Board on matters relating to the appointment of Directors.

Ninth Amended and Restated Memorandum and Articles of Association

2020-05-14

Terms of Reference of the Audit Committee

2020-05-14

Terms of Reference of the Nomination Committee

2020-05-14

Terms of Reference of the Remuneration Committee

2020-05-14

List of Directors and their Roles and Functions

2020-05-14

Procedures for Shareholders to Propose a Person for Election as a Director of the Company

2020-05-14

Board Diversity Policy

2020-05-14

Shareholders’ Communication Policy

2020-05-14