DIRECTORS AND SENIOR MANAGEMENT

Transcription

1 OVERVIEW Our Group s businesses are managed and conducted by the Board. The Board consists of 12 s, comprising three executive s, five non-executive s and four independent non-executive s. The powers and duties of the Board include convening general meetings, determining our Group s business plans and investment plans, formulating our Group s annual budget and final accounts, formulating proposals for profit distributions and the increase or reduction of registered capital as well as exercising other powers, functions and duties as conferred by our Articles of Association. The senior of our Group includes those of our Company and the presidents of our major subsidiaries. The table below shows information in respect of the s and senior of our Group. The table below sets forth certain information in respect of the s of our Company: Name Age Position Main duties Date of joining our Group Date of appointment as a Relationship with other s and senior CO 3rd Sch 6 Mr. FU Yuning Mr. WANG Chuncheng Mr. SONG Qing ( )... Mr. LI Guohui Mr. CHEN Rong ( )... Mr. YU Zhongliang Mr. WANG Chenyang 59 Chairman of the Board, non-executive 53 Executive, chief executive officer and president 51 Executive, president of CR Sanjiu 44 Executive, chief financial officer and vice president 43 Non-executive 51 Non-executive 46 Non-executive Participating in formulation of business plans, strategies and major decisions of our Group through the Board Responsible for the overall of our Group Responsible for the overall of CR Sanjiu Responsible for the overall financial of our Group Participating in formulation of business plans, strategies and major decisions of our Group through the Board November May August 2013 March 2016 May 2016 May 2016 Same as above June 2016 June 2016 Same as above June 2015 June 2015 App1A-40 1 CR Sanjiu became a subsidiary of our Group in November

2 Name Age Position Main duties Date of joining our Group Date of appointment as a Relationship with other s and senior CO 3rd Sch 6 Ms. WANG Jing ( )... Mr. TSANG Hing Lun ( )... Mr. KWOK Kin Fun Mr. FU Tingmei Mr. ZHANG Kejian 45 Non-executive 67 Independent non-executive 66 Independent non-executive 50 Independent non-executive 60 Independent non-executive Same as above Supervising and offering independent judgment to the Board and serving as chairman/members of certain committees of the Board October 2011 June 2016 June 2016 June 2016 Same as above June 2016 June 2016 Same as above June 2016 June 2016 Same as above June 2016 June 2016 The table below sets forth certain information in respect of the senior of our Group: Name Age Position Main duties Date of joining our Group Date of appointment as a senior Relationship with other s and senior Mr. WANG Chuncheng Mr. LI Xiangming Mr. SONG Qing ( ) Executive, chief executive officer and president 51 Standing vice president and general manager of CR Pharmaceutical Commercial 51 Executive, and president of CR Sanjiu Mr. LI Xin ( ).. 58 President of CR Double-Crane Mr. QIN Yufeng 58 President of Dong-E-E-Jiao Responsible for the overall of our Group Taking charge of our Group s August daily corporate, and being responsible for CR Pharmaceutical Commercial Responsible for the overall of CR Sanjiu Responsible for the overall of CR Double-Crane Responsible for the overall of Dong-E-E-Jiao November November August August August August CR Pharmaceutical Commercial (formerly known as Beijing Pharmaceutical Co., Ltd. ( )) became a subsidiary of our Group in August Mr. LI Xiangming served as the general manager of Beijing Pharmaceutical Co., Ltd. at that time. CR Double-Crane became a subsidiary of our Group in August Dong-E-E-Jiao became a subsidiary of our Group in August

3 Name Age Position Main duties Date of joining our Group Date of appointment as a senior Relationship with other s and senior Mr. WU Jun ( ). 54 Senior vice president Mr. CHEN Hong ( ) Senior vice president Mr. FENG Yi ( ). 54 Senior vice president Mr. FANG Ming ( )... Mr. LI Guohui Mr. YIN Huijun Responsible for, among others, our Group s auditing and risk control October 2011 October 2011 Responsible for, among others, our Group s environmental health, production safety and quality control August October 2011 Responsible for affairs of our Group and human resource Vice president Responsible for, among others, our Group s strategic, investment and operational Executive, chief financial officer and vice president Ms. GE Lu ( ).. 45 Chief information officer and vice president Ms. TANG Na ( )... Responsible for the overall financial of our Group 45 Vice president Responsible for Research &Development (R&D) and R&D business development 39 Chief legal advisor Responsible for information-based Responsible for legal affairs Mr. JIN Song( ). 40 Assistant president Responsible for international cooperation s August 2013 August 2013 August 2014 August 2014 August January 2013 March 2014 June 2016 June 2016 Chairman of the Board Mr. FU Yuning ( ), aged 59, was appointed as the chairman of the Board and a in 2014 and designated as a non-executive in June Mr. Fu also serves as the chairman of China Resources Holdings, a member of the 12 th session of the Chinese People s Political Consultative Conference, a member and vice chairman of APEC China Business Council, a member of the Economic Development Commission of the government of Hong Kong, the honorary chairman of the Hong Kong Chinese Enterprises Association and a member of the General Committee of the Hong Kong General Chamber of Commerce. Mr. Fu has nearly 30 years of experience in corporate. He served as a director of China Merchants Holdings (International) Company Limited, 5 6 Beijing Pharmaceutical became a subsidiary of our Group in August Mr. CHEN Hong served as a deputy general manager of Beijing Pharmaceutical at that time. CR Pharmaceutical Commercial (formerly known as Beijing Pharmaceutical Co., Ltd.) became a subsidiary of our Group in August Ms. GE Lu served as an assistant to general manager of Beijing Pharmaceutical Co., Ltd. at that time. 283

4 a company listed on the Hong Kong Stock Exchange (stock code: 0144), from January 1999 to May 2014 and the chairman thereof from February 2000 to May 2014, an independent non-executive director of CapitaLand Limited (currently known as CapitaLand), a company listed on the Singapore Exchange Limited (stock code: C31), from July 2009 to April 2012, the chairman of China Merchants Group Limited from August 2010 to April 2014, the chairman of China Merchants Bank Co., Ltd., a company listed on the Shanghai Stock Exchange (stock code: ) and the Hong Kong Stock Exchange (stock code: 03968), from October 2010 to July 2014 and an independent non-executive director of Li & Fung Limited, a company listed on the Hong Kong Stock Exchange (stock code: 0494), from November 2011 to Mr. Fu joined China Resources Holdings as the chairman of the board in April Mr. Fu obtained a doctorate degree from Brunel University in London, the United Kingdom in Executive s Mr. WANG Chuncheng ( ), aged 53, was appointed as a in 2014, designated as an executive in June 2016 and appointed as the chief executive officer and the president in June Mr. Wang also serves as an assistant general manager of China Resources Holdings, the chairman of CR Pharmaceutical Holdings, the chairman of CR Pharmaceutical Commercial, the chairman of CR Sanjiu, the chairman of CR Double-Crane, the chairman of Dong-E-E-Jiao, a vice chairman of Chinese Pharmaceutical Enterprises Association, and a director of the board of the International Federation of Pharmaceutical Wholesalers (IFPW). Mr. Wang has over 20 years of experience in corporate. He served in the human resources department of China Resources Holdings from March 1990 to January 1995, and served as a deputy director of the department of human resources of the Ministry of Foreign Trade and Economic Cooperation (currently known as Ministry of Commerce) from January 1995 to June 1997, a deputy general manager and a general manager of the human resources department and an assistant general manager of China Resources National Corporation ( CRNC ) from June 1997 to April 2001, a deputy general manager and the general manager of the standing board office of China Resources Holdings from September 2001 to November 2007, the chairman and general manager of Teck Soon Hong Limited from November 2007 to April 2009, and the chairman of China Resources Textiles Holdings Co., Ltd. ( ( ) ) from November 2009 to October Mr. Wang obtained a bachelor s degree in economics from Jilin Institute of Finance and Trade (currently known as Jilin University of Finance and Economics) in Changchun, the PRC in July Mr. SONG Qing ( ), aged 51, was appointed as a in May 2016 and designated as an executive in June Mr. Song also serves as a director and the president of CR Sanjiu. Mr. Song has over 20 years in the pharmaceutical industry and corporate. He served as an inspection pharmacist of quality inspection department, a pharmacist in charge, the workshop manager, a vice director and the director of production department, the director of the enterprise department and an assistant to president of Shenzhen South Pharmaceutical Factory (the predecessor of CR Sanjiu) from October 1989 to October 1997, the general manager and chairman of Shanxi Sanjiu Tongda Pharmaceutical Company Limited ( ) (currently known as Shanxi Tongda Pharmaceutical Company Limited ( )) from October 1997 to January Mr. Song served as an assistant to general manager, the director of technology 284

5 center, the director of medical & pharmaceutical department of Sanjiu Enterprise from January 2003 to July Mr. Song obtained his chief pharmacist title from the general logistics department of the People s Liberation Army in April Mr. Song obtained a bachelor s degree in Chinese medicine from Anhui University of Traditional Chinese Medicine in Hefei, the PRC in July Mr. LI Guohui ( ), aged 44, was appointed as a in March 2016 and designated as an executive in June Mr. Li also serves as the chief financial officer and vice president of our Company, a director of CR Double-Crane, a director of Dong-E-E-Jiao and a supervisor of CR Sanjiu. Mr. Li has over 10 years of experience in financial and business analysis and financial. He served as an analyst in investment, merger and acquisition/finance in IMC Pan Asia Alliance Group from October 2005 to April 2006, and an analyst in investment and finance in IMC Development & Management Limited from April 2006 to September Mr. Li served in China Resources Holdings from September 2009 to August 2013, during which he served as the chief accounting officer of the finance department from September He obtained the qualification of financial analyst issued by CFA Institute in November 2008 and the qualification of certified accountant issued by the Institute of Certified Public Accountant of Singapore in July Mr. Li obtained a bachelor s degree in shipbuilding techniques and equipment from the Faculty of Naval Architecture and Ocean Engineering of Wuhan Institute of Water Transportation Engineering (currently known as Wuhan University of Technology) in Wuhan, the PRC in June 1993, a master s degree in business administration from Wuhan University in Wuhan, the PRC in June 2003 and a master s degree in financial from Nanyang Technological University in Singapore in October Non-executive s Mr. CHEN Rong ( ), aged 43, was appointed as a in May 2016 and designated as a non-executive in June Mr. Chen also serves as the director of the finance department of China Resources Holdings, a non-executive director of China Resources Beer (Holdings) Company Limited, a company listed on the Hong Kong Stock Exchange (stock code: 0291). Mr. Chen has over 10 years of experience in financial accounting and financial. He served as an assistant chief financial officer of Walmart China Investment Limited from September 2002 to August Mr. Chen served as the head of tax of the finance department of China Resources Holdings from September 2011 to August Mr. Chen served successively as a deputy general manager and the chief financial officer of China Resources Vanguard Co., Ltd. between September 2014 and January Mr. Chen obtained the qualification of accountant issued by the MOF in May 1998 and the qualification of non-practicing member issued by Chinese Institute of Certified Public Accountants in Mr. Chen obtained MBA degree from Xi an Jiaotong University in Xi an, the PRC in Mr. YU Zhongliang ( ), aged 51, was appointed as a non-executive in June Mr. Yu also serves as a senior vice director of the strategic department of China Resources Holdings. Mr. Yu has over 10 years of experience in investment, business analysis and strategic development. He joined China Resources Cement Holdings Limited, a company listed on the Hong Kong Stock Exchange (stock code: 1313), in July 2003 as the manager of the investment 285

6 department. He served as the chief strategic development officer of China Resources Cement Holdings Limited from February 2008 to May 2012 and an executive director and a vice chairman of China Resources Cement Holdings Limited from May 2012 to January Mr. Yu obtained an MBA degree from York University in Toronto, Canada in June Mr. WANG Chenyang ( ), aged 46, was appointed as a in June 2015 and designated as a non-executive in June Mr. Wang also serves as a deputy general manager of the BSCOMC, and a director of Avic Aviation High-Technology Co., Ltd. ( ), a company listed on Shanghai Stock Exchange (stock code: ). Mr. Wang has over 10 years of experience in. He served as a cadre of publicity division for component department of the People s Government of Beijing Municipality ( ) from August 1992 to April 2000, a senior staff member and an associate consultant of the Division for Management of Officials of Publicity, Education, Political-Legal Affairs of the Organization Department of Beijing Municipal Committee of the Communist Party of China ( CPC ) ( ) from April 2000 to August 2007, and a division-level cadre and deputy bureau-level cadre of the General Office of the People s Government of Beijing Municipality from August 2007 to November Mr. Wang obtained a bachelor s degree in Chinese language and literature from University of International Relations in Beijing, the PRC in July 1992 and a master of arts degree in journalism from Renmin University of China in Beijing, the PRC in July Ms. WANG Jing ( ), aged 45, was appointed as a non-executive in June Ms. Wang also serves as a deputy general manager of the BSCOMC, a director of BOE Technology Group Co., Ltd., a company listed on Shenzhen Stock Exchange (stock code: (A Share), (B Share)), and a non-executive director of BAIC Motor Corporation Limited, a company listed on the Hong Kong Stock Exchange (stock code: 1958). Ms. Wang has over 10 years of experience in investment and. She served as a staff member of the corporate securities department of Beijing Lightbus Corporation Limited ( ) from June 1992 to March 1993, an officer of the general office of Beijing Municipal Commission of Economic Restructuring ( ) from March 1993 to March 1998, successively as an assistant to manager and a deputy manager of the financing department of the Hong Kong headquarters of Beijing Enterprises Holdings Limited, a company listed on the Hong Kong Stock Exchange (stock code: 0392) from March 1998 to February 2003, a manager of the enterprise department of Beijing Enterprise Holdings Investment Management Co., Ltd. ( ) from February 2003 to January 2004 and successively held various positions in Beijing Holdings Limited ( ), including a deputy general manager of Beijing Holdings Investment Management Center ( ), a manager of the enterprise operation and department and an assistant to general manager, and the chairman and general manager of Beijing Inland Port International Logistics Co., Ltd. ( ) from January 2004 to May Ms. Wang successively served as the general manager of the investment department and the general manager of the investment division No.1 of the BSCOMC from May 2009 to January Ms. Wang obtained the qualification of senior economist issued by Senior Professional Qualification Appraisal Board of Beijing ( ) in September 2005 and the qualification of corporate legal advisor issued by the MOHRSS, the SASAC and the Ministry of Justice in October Ms. Wang obtained a bachelor of economics degree in finance from the 286

7 department of finance of Beijing Institute of Finance and Trade (currently known as Capital University of Economics and Business) in Beijing, the PRC in July 1992, a master of law degree in economic law from Renmin University of China in Beijing, the PRC in July 1999 and a master s degree in business administration from Murdoch University in Perth, Australia in March Independent Non-executive s Mr. TSANG Hing Lun ( ), aged 67, was appointed as an independent non-executive in June Mr. Tsang also serves as an independent non-executive director and the chairman of the audit committee of China Shipping Container Lines Company Limited, a company listed on the Shanghai Stock Exchange (stock code: ) and the Hong Kong Stock Exchange (stock code: 2866), an independent non-executive director and the chairman of the audit committee of Sino-Ocean Land Holdings Limited, a company listed on the Hong Kong Stock Exchange (stock code: 3377), an independent non-executive director and the chairman of the audit committee of Sinotrans Shipping Limited, a company listed on the Hong Kong Stock Exchange (stock code: 0368), an independent non-executive director and the chairman of the remuneration and nomination committee of Nexteer Automotive Group Limited, a company listed on the Hong Kong Stock Exchange (stock code: 1316), a director of Global Management Limited, a member of the Hong Kong Independent Non-Executive Association, and a member of the International Private Board Hong Kong Branch ( ). Mr. Tsang has over 30 years of experience in financial accounting, finance and corporate. He worked in Hang Seng Bank Limited, a company listed on the Hong Kong Stock Exchange (stock code: 0011) and the Over the Counter Bulletin Board (stock code: HSNGY), from 1973 to 1990, where he acted as an assistant general manager of the planning and development department in the last five years, the executive director of the Hong Kong Stock Exchange from January 1993 to October 1993 and a deputy general manager of Hong Kong Branch of China Construction Bank Corporation, a company listed on the Shanghai Stock Exchange (stock code: ) and the Hong Kong Stock Exchange (stock code: 0939), from 1995 to April Mr. Tsang served as an independent non-executive director and the chairman of the audit committee of Beijing Media Corporation Limited, a company listed on the Hong Kong Stock Exchange (stock code: 1000), from November 2004 to May 2013 and an independent non-executive director and the chairman of the audit committee of China Rongsheng Heavy Industries Group Holdings Limited (currently known as China Huarong Energy Company Limited, a company listed on the Hong Kong Stock Exchange (stock code: 1101)) from October 2010 to May Mr. Tsang obtained the qualification of fellow of the Association of Certified Accountants issued by the Association of Certified Accountants in November 1982, the qualification of fellow of the Hong Kong Institute of Certified Public Accountants issued by the Hong Kong Institute of Certified Public Accountants in September 1989, the qualification of fellow member of Hong Kong Institute of s issued by Hong Kong Institute of s in July 2001, the qualification of PRC certified financial planner issued by Guangdong Occupational Skill Testing Authority in July 2006 and the qualification of internationally certified financial planner issued by the Institute of Financial Planners of Hong Kong in October Mr. Tsang obtained a bachelor s degree in business administration (first class honors) from the Chinese University of Hong Kong in Hong Kong in October

8 Mr. KWOK Kin Fun ( ), aged 66, was appointed as an independent non-executive in June Mr. Kwok also serves as the global chairman of Social Commission of Rehabilitation International, a vice chairman of Asia and Pacific Disability Forum and the chairman of Incheon Strategy Group Committee, a vice chairman of the Admissions, Budgets and Allocation Committee of The Community Chest of Hong Kong, a vice chairman of The Hong Kong Joint Council for People with Disabilities, a vice chairman of The Hong Kong Society for Rehabilitation, the chairman of Fu Hong Society in Hong Kong, a member of Ethics Research Committee of Hospital Authority Kowloon Central and Kowloon East Clusters, a member of Selection Committee of Riding For the Disabled Association, the chairman of Accessible IT Development Association Limited and a part-time senior research fellow of the City University of Hong Kong. Mr. Kwok has over 30 years of experience in the pharmaceutical industry and medical research of Hong Kong. He successively served as a senior lecturer, a principal lecturer, a university senior lecturer and an associate professor of the City University of Hong Kong from May 1985 to 2009, a member of Hospital Governing Committee of Hong Kong Kowloon Hospital from June 1993 to March 2002, a member of Public Complaints Committee of Hong Kong Hospital Authority from March 1998 to November 2004, a member of Hospital Governing Committees of Hong Kong Eye Hospital and Hong Kong Kowloon Hospital from April 2002 to March 2010, and a senior research fellow of the City University of Hong Kong from April 2014 to March Mr. Kwok also served as a member of Equal Opportunities Commission of Hong Kong, a member of Women s Commission of the government of Hong Kong, a member of Community Investment and Inclusion Fund of the government of Hong Kong, and the chairman of Rehabilitation Advisory Committee of the government of Hong Kong. Mr. Kwok was appointed as a Justice of the Peace (JP) by the government of Hong Kong in July 1997 and received the Bronze Bauhinia Star awarded by the government of Hong Kong in July 2005, Kazuo Itoga Memorial Prize awarded by the government of Shiga Prefecture, Japan in September 2006, the Promoter title of Asian and Pacific Decade of Persons with Disabilities, awarded by United Nations Economic and Social Commission for Asia and the Pacific (UNESCAP) in September Mr. Kwok obtained a bachelor s degree in social science from the University of Hong Kong in Hong Kong in November 1972, a master s degree in social science from the Chinese University of Hong Kong in Hong Kong in 1979 and a Ph.D. degree from the University of Nottingham in the United Kingdom in July Mr. FU Tingmei ( ), aged 50, was appointed as an independent non-executive in June Mr. Fu has over 20 years of experience in investment, finance, law and business. From 1992 to 2003, he was involved in various corporate financing transactions at several investment banks in Hong Kong and served as a director, including a director of Peregrine Capital Limited and a managing director of BNP Paribas Peregrine Capital Limited. Mr. Fu currently serves as an independent non-executive director of CPMC Holdings Limited, a company listed on the Hong Kong Stock Exchange (stock code: 0906), Beijing Enterprises Holdings Limited, a company listed on the Hong Kong Stock Exchange (stock code: 0392) and Guotai Junan International Holdings Limited, a company listed on the Hong Kong Stock Exchange (stock code: 1788). Mr. Fu obtained a master s degree in law from London University in London, the United Kingdom in November 1989 and a Ph.D. degree in law from London University in March

9 Mr. ZHANG Kejian ( ), aged 60, was appointed as an independent non-executive in June Mr. Zhang also serves as a professor of School of Pharmaceutical Sciences of Sun Yat-sen University and the director (Pharmacy Administration) of The South China Center for Innovative Pharmaceuticals, an independent director of Yifan Xinfu Pharmaceutical Co., Ltd. (a company listed on Shenzhen Stock Exchange, stock code: ), and an independent director of CR Double-Crane. Mr. Zhang has over 20 years of experience in the pharmaceutical industry of PRC. He was employed as a researcher at the Institute of Medicine, Chinese Academy of Medical Sciences ( ) in May 1995, and successively served as a deputy director of Pharmaceutical Evaluation Center ( ) and a deputy director of Medical Device Evaluation Center ( ) under SFDA. Mr. Zhang was awarded a special government allowance by the State Council in October Mr. Zhang obtained the qualification of researcher issued by Chinese Academy of Medical Sciences and Peking Union Medical College in June 2001, and the qualification of independent director issued by Shanghai Stock Exchange in April Mr. Zhang received a bachelor of medicine degree in Japanese medicine from China Medical University in Shenyang, the PRC in 1982, a master s degree in pathophysiology from China Medical University in Shenyang, the PRC in September 1985 and a doctor s degree in pharmacy from the School of Pharmaceutical Sciences of Chiba University in Chiba, Japan in March Save as disclosed in this document, none of our s held any directorship in public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years immediately preceding the date of this document. Save as disclosed herein, to the best knowledge, information and belief of the s having made all reasonable inquiries, there was no other matters with respect to the appointment of the s that need to be brought to the attention of our Shareholders and there was no information relating to our s that is required to be disclosed pursuant to Rule 13.51(2)(a) to (v) of the Listing Rules. Save as those disclosed in the section headed Relationship with China Resources Holdings of this document, none of our s have any interests in any businesses, other than our Group s business, which competes or is likely to compete, either directly or indirectly, with our Group s business. Senior Management For details of the biography of Mr. WANG Chuncheng, see s Executive s in this section. Mr. LI Xiangming ( ), aged 51, was appointed as a standing vice president of our Company in January Currently, Mr. Li also holds various positions in our Group, including the general manager of CR Pharmaceutical Commercial, the chairman of China Resources Henan Pharmaceutical Co., Ltd. ( ), the chairman of China Resources Inner Mongolia Pharmaceutical Co., Ltd. ( ), the chairman of China Resources Hebei Pharmaceutical Co., Ltd. ( ), the chairman of CR Suzhou Li an, the chairman of CR Shanxi Pharmaceutical Co., Ltd. ( ), the chairman of Huarun Xi an Pharmaceutical Co., Ltd. ( ), the chairman of CR Tianjin Pharmaceutical, the chairman of CR Shandong Pharmaceutical, the chairman of CR Guangdong Pharmaceutical, and the chairman of CR Fujian Pharmaceutical Co., Ltd. etc., a vice president of China Association of Pharmaceutical Commerce, a vice president of Beijing Logistics Association, a member of Beijing Pharmaceutical Association and a vice president of China National Narcotic Drugs Association. From 289

10 April 1997 to 2000, Mr. Li successively acted as a deputy manager of the pharmaceutical department, an assistant to general manager and a deputy general manager of Beijing Pharmaceutical Economic and Technological Management Company ( ). From 2000 to April 2012, he successively acted as a deputy general manager, a standing deputy general manager and the general manager of Beijing Pharmaceutical Co., Ltd. ( ) (currently known as CR Pharmaceutical Commercial). He also served as the president of CR Pharmaceutical Commercial from April 2012 to November Mr. Li served as a senior vice president of our Company from 2013 to Mr. Li obtained his traditional Chinese pharmacist title from Beijing Science and Technology Cadre Bureau ( ) in July Mr. Li received a qualification equivalent to a postgraduate degree in business from Capital University of Economics and Business in Beijing, the PRC in February 2003 and an EMBA degree from University of International Business and Economics in Beijing, the PRC in For details of the biography of Mr. SONG Qing, see s Executive s in this section. Mr. LI Xin ( ), aged 58, was appointed as the president of Beijing Double-Crane Pharmaceutical Co., Ltd. (currently known as CR Double-Crane) in January Currently, Mr. Li also serves as a director of CR Double-Crane, an executive director of Beijing Double-Crane Pharmaceutical Business Co., Ltd. and the chairman of the board of directors of Beijing Double-Crane Pharmaceutical Marketing Co., Ltd.. Between August 1986 and 2001, Mr. Li successively served as the deputy workshop director, the director of the external coordination division, the chief of the research institute and a deputy factory manager of Shenyang No.1 Pharmaceutical Factory ( ) (currently known as Northeast Pharmaceutical Group Shenyang No.1 Pharmaceutical Co., Ltd.). Between January 2002 and October 2004, Mr. Li worked as a deputy general manager of Northeast Pharmaceutical Group Co., Ltd., a company listed on the Shenzhen Stock Exchange (stock code: ). Mr. Li was a director of Beijing Pharmaceutical from 2004 to April 2012 and a standing deputy general manager of Beijing Pharmaceutical from October 2004 to January Mr. Li was awarded a special government allowance by the State Council in October 2004 and was elected as the Technology Innovator Award-Excellent Leader by Beijing Enterprise Evaluation Association in November Mr. Li obtained the qualifications of professor-level and researcher-level senior engineer issued by the Personnel Department of Liaoning Province ( ) in August Mr. Li obtained a bachelor of science degree in antibiotics production from Shenyang Pharmaceutical College (currently known as Shenyang Pharmaceutical University) in Shenyang, the PRC in July Mr. QIN Yufeng ( ), aged 58, was appointed as the president of Dong-E-E-Jiao in September Mr. Qin also serves as a director of Dong-E-E-Jiao, an MBA practice tutor of Communication University of China and a guest professor of Nanjing University of Chinese Medicine. Mr. Qin served as several positions in Shandong Dong-E-E-Jiao Factory (currently known as Dong-E-E-Jiao) from October 1974 to April 1993, including a deputy director of the equipment power section, the director of the equipment division and an assistant to the factory manager, etc. Between May 1993 and September 2011, he was a vice president and a standing vice president of Shandong Dong-E-E-Jiao (currently known as Dong-E-E-Jiao). Mr. Qin has four national patents. Mr. Qin was awarded a special government allowance by the State Council in February He was awarded 290

11 Model Worker in Shandong Province ( ) by the People s Government of Shandong Province in April 1998, Representative Inheritors of Dong e Donkey-Hide Gelatin s Production Techniques, a National Intangible Cultural Heritage ( ) by Ministry of Culture of the PRC in May 2009, three First Class Prize for Progress of Science and Technology of Shandong Province ( ) by the People s Government of Shandong Province in January 2010, January 2011 and 2011, respectively, Top Ten Outstanding Engineers in Shandong Province ( ) jointly by Shandong Association for Science & Technology and other departments in September 2011, National May Day Labor Medal ( ) by All-China Federation of Trade Unions in April 2014, National Outstanding Entrepreneur by China Enterprise Confederation, China Enterprise s Association and China Enterprise Management Science Foundation in May 2014, Governor Quality Award Individual Award ( ) granted by the People s Government of Shandong Province in 2014, and 2015 China Outstanding Quality People title of National Quality Award Individual Award ( 2015 ) by China Association for Quality in Mr. Qin obtained the qualification of engineering technology application researcher issued by Senior Engineering Profession Qualification Evaluation Committee of Shandong Province ( ) in March Mr. Qin obtained an EMBA degree from China Europe International Business School in Shanghai, the PRC in August Mr. WU Jun ( ), aged 54, was appointed as a senior vice president of our Company in Mr. Wu also serves as a director of CR Sanjiu, a director of Dong-E-E-Jiao, a supervisor of CR Double-Crane, a vice president of China Nonprescription Medicines Association. Mr. Wu was a director and the general manager of China Resources Machinery & Miner (Group) Co., Ltd. ( ( ) ) from November 1999 to May 2002, a vice general manager in the enterprise development department of China Resources Holdings and concurrently a director and vice general manager of CR Investment & Development Company Limited ( ) from April 2002 to October 2005, and a vice general manager in the audit department of China Resources Holdings from November 2005 to August Mr. Wu served as a vice president of our Company from October 2011 to Mr. Wu obtained the qualification of senior engineer issued by Ministry of Foreign Trade and Economic Co-operation ( ) in Mr. Wu received a bachelor s degree in mechanical engineering in July 1983, and a master of engineering degree in mechanical manufacturing in June 1986, from Tianjin University in Tianjin, the PRC, and an MBA degree from University of San Francisco in San Francisco, the United States of America in August Mr. CHEN Hong ( ), aged 55, was appointed as a senior vice president of our Company in Mr. Chen also serves as the chairman and the general manager of China Resources Pharmaceutical Industry Development (Beijing) Co., Ltd. ( ). Mr. Chen was a deputy factory director of Beijing Second Pharmaceutical Factory ( ), currently known as China Resources Saike Pharmaceutical Co., Ltd. from April 1990 to August 1999, a deputy factory director, a director, the vice general manager, the chairman of Beijing Second Pharmaceutical Co., Ltd., currently known as China Resources Saike Pharmaceutical Co., Ltd. from August 1999 to November 2011, and a vice general manager of Beijing Pharmaceutical from July 2008 to November Mr. Chen was our vice president from October 2011 to November Mr. Chen was awarded Capital May Day Labor Medal ( ) by the People s Government of Beijing Municipality in April 1987, Model Workers in Beijing title by Beijing People s Government 291

12 in March 1989, National May Day Labor Medal ( ) by All-China Federation of Trade Unions in May 1990, Outstanding Ideological and Political Workers in National Pharmaceutical Industry ( ) by China Research Association of Pharmaceutical Labour s Ideological and Political Work ( ) in March 2001, and Model Workers in Beijing ( ) title by the People s Government of Beijing Municipality in April Mr. Chen obtained the qualification of assistant engineer issued by Beijing Municipal Bureau of Personnel in November Mr. Chen attended college class majoring in economic in the Party School of Beijing Municipal Committee of the CPC ( ) between September 1994 and July 1997, and attended undergraduate class majoring in economic in the Party School of Beijing Municipal Committee of the CPC ( ) between September 1997 and July Mr. FENG Yi ( ), aged 54, was appointed as a senior vice president of our Company in Mr. Feng also serves as a supervisor of Dong-E-E-Jiao. Mr. Feng acted successively as a deputy division researcher of the fifth division of the organization bureau, a deputy division chief of the second division of training center (in charge of work ), the division chief of the second division of training center of the organization department of the central committee of the CPC from September 1990 to March He acted as a deputy general manager of human resource department of China Resources Holdings from May 2002 to September 2005, and served as a deputy general manager of China Resources Snow Breweries (Panjin) Co., Ltd. ( ( ) ) from October 2005 to May Mr. Feng acted as a deputy general manager of China Resources Land (Beijing) Co., Ltd. ( ( ) ) from May 2008 to Mr. Feng served as the chief human resources officer of China Resources Bank Co., Ltd. ( ) from 2009 to June 2015, during which he concurrently acted as a vice president of the bank from October 2013 to November 2014 and a senior vice president of the bank from November 2014 to June Mr. Feng obtained a bachelor s degree of engineering science in metallurgical machinery from the department of mechanical engineering of Beijing Iron and Steel College (currently known as University of Science and Technology Beijing) in Beijing, the PRC in July 1984, and graduated as a part-time graduate student majoring in economic and obtained a Party school diploma from the Graduate School of The Party School of the Central Committee of the CPC in Beijing, the PRC in July 2000, and obtained an EMBA degree from Peking University in Beijing, the PRC in June Mr. FANG Ming ( ), aged 57, was appointed as a vice president of our Company in Mr. Fang also serves as a supervisor of CR Double-Crane, a supervisor of CR Sanjiu and a supervisor of Dong-E-E-Jiao. Mr. Fang was an associate researcher at the Institute of Sociology of Chinese Academy of Social Sciences from August 1991 to January Mr. Fang joined China Resources Holdings in 1993, during which he once served as a senior manager of the research department. Mr. Fang successively served as a senior manager, an assistant general manager, a vice general manager of the enterprise development department of China Resources Holdings, a director and the vice general manager of China Resources Development & Investment Company Limited, the executive manager in charge of listing planning of CRNC, a member of the board and the general manager of capital operation department of CRNC successively from August 2001 to April Mr. Fang obtained a bachelor s degree in political economics from Shandong University in Jinan, the PRC in July 1982, a master of law degree in sociology from Nankai University in Tianjin, the PRC in July 1984, and a doctor of law degree in applied sociology from the Graduate School of Chinese Academy of Social Sciences in Beijing, the PRC in July

13 For details of the biography of Mr. LI Guohui, see s Executive s in this section. Mr. YIN Huijun ( ), aged 45, was appointed as a vice president of our Company in August Mr. Yin also serves as the chairman of Pharmaceutical R&D Center, a deputy secretary-general of Medical and Health sector of All-China Youth Federation ( ), a council member of China Association of Youth Science and Technology ( ), a standing member of Special Committee on Cardiovascular under Doctor Society of Integrative Medicine ( ), a Ph.D. tutor of China Academy of Chinese Medical Sciences, and a graduate student tutor of Gansu University of Chinese Medicine. He served as the cardiovascular laboratory director of Xiyuan Hospital under China Academy of Chinese Medical Sciences (the former China Academy of Traditional Chinese Medicine) from September 2004 to 2010, a standing director of Specialty Committee of Cardiovascular Diseases of World Federation of Chinese Medicine Societies from September 2010 to September 2014, a vice president of Affiliated Hospital of Gansu University of Chinese Medicine from 2010 to November 2011, and served in Xiyuan Hospital under China Academy of Chinese Medical Sciences from November 2011 to June He served as the chief of international cooperation department of China Academy of Chinese Medical Sciences from June 2013 to May Mr. Yin was awarded the Star of Science and Technology by TCM Society in February 2011, the Second Class Prize for Progress of Science and Technology of Beijing ( ) by the People s Government of Beijing Municipality in January 2014, Flying Apsaras Scholar guest professor employed by Gansu University of Chinese Medicine in 2014 and the Second Class Prize for Progress of National Science and Technology ( ) by the State Council in Mr. Yin obtained the qualification of researcher issued by China Academy of Chinese Medical Sciences in Mr. Yin obtained a bachelor s degree in traditional Chinese medicine from Ningxia Medical College (currently known as Ningxia Medical University) in Yinchuan, the PRC in July 1994, a master s degree in basic theories of Heilongjiang College of Chinese Medicine (currently known as Chinese medicine from Heilongjiang University of Chinese Medicine ( )) in Harbin, the PRC in July 1997, and a doctor s degree in Chinese internal medicine from the same university in July From September 2000 to August 2002, Mr. Yin conducted his postdoctoral research in Institute of Genetics and Developmental Biology, Chinese Academy of Sciences in Beijing, the PRC. Ms.GELu( ), aged 45, was appointed as a vice president of our Company in 2013, and the chief information officer of our Company in Ms. Ge also serves as a the chief information officer and a vice president of CR Pharmaceutical Commercial, and a vice director of Special Committee on Medical Information of China Association of Pharmaceutical Commerce. She served as a vice director and the director of Computer Center of Beijing Pharmaceutical Economy & Technology Operation Company ( ) successively from January 1998 to 2000, the director of computer center of Beijing Pharmaceutical Economy & Technology Operation Company and an assistant to general manager of Beijing Pharmaceutical Co., Ltd. successively from 2000 to March Ms. Ge was a vice president of CR Pharmaceutical Commercial from March 2012 to November Ms. Ge obtained the qualification of senior engineer issued by Beijing Senior Specialised Technique Qualification Evaluation Committee ( ) in November Ms. Ge obtained a bachelor of engineering degree in software from Beijing Jiaotong University (the former Northern Jiaotong University) in Beijing, the PRC in July 1993, and an MBA degree from Tsinghua University in Beijing, the PRC in January

14 Ms. TANG Na ( ), aged 39, was appointed as the chief legal advisor of our Company in March Ms. Tang served as a lawyer, a partner of Concord & Partners from September 2004 to 2012, and a director of legal affairs of CR Pharmaceutical Commercial from January 2013 to January Ms. Tang obtained the qualification of PRC lawyer issued by the review committee of lawyer qualification under the Ministry of Justice ( ) in March 2000, and the corporate counsel qualification issued by the MOHRSS, the SASAC and the Ministry of Justice in April Ms. Tang obtained a bachelor of law degree from China University of Political Science and Law in Beijing, the PRC in July 1999, and attended postgraduate courses majoring in urban economics in the School of Economics at Renmin University of China in Beijing, the PRC from June 2009 to June Mr. JIN Song ( ), aged 40, was appointed as an assistant president of our Company in June Mr. Jin successively served as a staff member, a principal staff member, a senior staff member, a deputy division-level consultant and a division-level consultant at the SFDA (currently known as the CFDA) from August 1999 to May Mr. Jin obtained a bachelor of engineering degree in pharmaceutical preparations from the School of Pharmacy of China Pharmaceutical University in Nanjing, the PRC in July 1998, and obtained a master s degree in international cooperation policy from the public health department of Ritsumeikan University in Kyoto, Japan in September Save as disclosed herein, none of the senior of our Company held any directorship in public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years immediately preceding the date of this document. COMPANY SECRETARIES Mr. LO Chi Lik Peter ( ), aged 67, was appointed as our company secretary in May Mr. Lo graduated from the University of Hong Kong and obtained the qualification of a solicitor in Hong Kong in 1976 and has been in continuous practice as a solicitor since then. Mr. Lo is currently a partner of Messrs. Woo, Kwan, Lee & Lo. Mr. Lo also serves as the company secretary of China Resources Land Limited (listed on Hong Kong Stock Exchange, stock code: 1109) and China Resources Cement Holdings Limited (listed on Hong Kong Stock Exchange, stock code: 1313). App1A-42 BOARD COMMITTEES We have established the following committees under the Board: Audit Committee, Nomination Committee, Remuneration Committee, Corporate Governance Committee and Executive Committee. The committees operate in accordance with terms of reference established by the Board. Audit Committee We have established the Audit Committee with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph C3 of the Corporate Governance Code as set forth in Appendix 14 to the Listing Rules. The Audit Committee consists of two non-executive s, being Mr. CHEN Rong and Ms. WANG Jing, and four independent non-executive s, being Mr. TSANG Hing Lun, Mr. KWOK Kin Fun, Mr. FU Tingmei and Mr. ZHANG Kejian. The chairman of 294

15 the Audit Committee is Mr. TSANG Hing Lun, 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 review and supervise our financial reporting process, risk and internal control systems, and to nominate and monitor external auditors. Nomination Committee We have established the Nomination Committee with written terms of reference in compliance with paragraph A5 of the Corporate Governance Code as set forth in Appendix 14 to the Listing Rules. The Nomination Committee consists of one non-executive, being Mr. FU Yuning, one executive, being Mr. WANG Chuncheng, and four independent non-executive s, being Mr. TSANG Hing Lun, Mr. KWOK Kin Fun, Mr. FU Tingmei and Mr. ZHANG Kejian. The chairman of the Nomination Committee is Mr. FU Yuning. The primary duty of the Nomination Committee is to make recommendations to our Board on the appointment and removal of s of our Company. Remuneration Committee We have established the Remuneration Committee with written terms of reference in compliance with paragraphs B1 of the Corporate Governance Code as set forth in Appendix 14 to the Listing Rules. The Remuneration Committee consists of one executive, being Mr. LI Guohui, one non-executive, being Mr. CHEN Rong and four independent non-executive s, being Mr. TSANG Hing Lun, Mr. KWOK Kin Fun, Mr. FU Tingmei and Mr. ZHANG Kejian. The chairman of the Remuneration Committee is Mr. KWOK Kin Fun. The primary duties of the Remuneration Committee are to evaluate the performance and make recommendations on the remuneration package of our s and senior, and evaluate and make recommendations on employee benefit arrangements. Corporate Governance Committee We have established the Corporate Governance Committee with written terms of reference. The Corporate Governance Committee consists of two executive s, being Mr. WANG Chuncheng and Mr. LI Guohui, and four independent non-executive s, being Mr. TSANG Hing Lun, Mr. KWOK Kin Fun, Mr. FU Tingmei and Mr. ZHANG Kejian. The chairman of the Corporate Governance Committee is Mr. FU Tingmei. The primary duties of the Corporate Governance Committee are to develop and review the corporate governance policies and practices of our Company, including but not limited to, the training and continuous professional development of s and senior as well as the legal and regulatory requirements on corporate governance and compliance. 295

16 Executive Committee We have established the Executive Committee with written terms of reference. The Executive Committee consists of three executive s, being Mr. WANG Chuncheng, Mr. SONG Qing and Mr. LI Guohui. The chairman of the Executive Committee is Mr. WANG Chuncheng. The primary duties of the Executive Committee are to monitor the execution of our Company s strategic plans and the operation of all business units, appoint and remove the operating, and review and approve specific business authorized by the Board. COMPENSATION OF App1A-33(2)(a) (b)(c)(d) App1A-46(2) We offer our executive s and senior members, who are also our Company s employees, various compensation in the form of fees, salaries, retirement benefit scheme contributions, discretionary bonus, housing allowances and other benefits in kind. Independent non-executive s receive compensation with reference with their respective positions and duties, including being a member or the chairman of Board committees. For the three financial years ended 31, 2013, 2014 and 2015 and the six months ended June 30, 2016, the total remuneration (including fees, salaries, retirement benefit scheme contributions and other benefits) we paid to our s amounted to approximately HK$4.51 million, HK$6.39 million, HK$7.67 million and HK$1.47 million, respectively. For the three financial years ended 31, 2013, 2014 and 2015 and the six months ended June 30, 2016, the total remuneration (including fees, salaries, retirement benefit scheme contributions and other benefits) we paid to the five highest paid individuals amounted to approximately HK$14.94 million, HK$14.64 million, HK$18.01 million and HK$7.99 million, respectively. App1A-33(3) (a)(b)(c) Pursuant to the arrangement still in force as of the date of this document, an estimated aggregate amount of approximately HK$8.86 million will be paid and granted to the s as remuneration for the financial year ended 31, App1A-46(3) No remuneration was paid to our s or the five highest paid individuals as an inducement to join, or upon joining, our Group. During the Track Record Period, no compensation was paid to, or has been received by, our s, former s or the five highest paid individuals for the loss of office as director of any member of our Group or of any other office in connection with the of the affairs of any member of our Group. of our s waived any emoluments during the Track Record Period. App1A-33(2) (e)(f)(g) App1A-33(3) (d)(e) Saved as disclosed above, no other payments have been paid or are payable for the three financial years ended , 2014 and 2015 and the six months ended June 30, 2016 by us or any of our subsidiaries to our s. 296