Corporate Governance – SinoMab BioScience

Audit Committee

We have established the Audit Committee with written terms of reference in compliance with the Code on Corporate Governance Practices, as set out in Appendix 14 to the Listing Rules. The Audit Committee consists of four Directors, being Mr. Ping Cho Terence HON, Mr. George William Hunter CAUTHERLEY, Dr. Chi Ming LEE and Mr. Dylan Carlo TINKER. The chairperson of the Audit Committee is Mr. Ping Cho Terence HON, 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 include, among others, the following:

conducting inspections on our compliance, accounting policies, financial reporting procedures, as well as our financial wellbeing;

organizing and leading our annual audit work;

advising on the engagement or change of external auditors;

ensuring the truthfulness, accuracy and completeness of the financial reports during the audit process and submitting them to our Board for review;

conducting inspections on our internal control system;

performing other responsibilities in accordance with applicable laws and regulations; and

performing other responsibilities as authorized by our Board.

Remuneration Committee

We have established the Remuneration Committee with written terms of reference in compliance with the Corporate Governance Code, as set out in Appendix 14 to the Listing Rules. The Remuneration Committee consists of three Directors, being Dr. Shui On Leung, Dr. Chi Ming LEE and Mr. Ping Cho Terence HON. The chairperson of the Remuneration Committee is Dr. Chi Ming LEE. The primary duties of the Remuneration Committee include, among others, the following:
contemplating the criteria for appraising our Directors and senior management members,

reviewing the system and policy of our remuneration management, contemplating and reviewing the policy and plan for all Directors’ and senior management’s remuneration and contemplating the establishment of a formal and transparent procedure for developing remuneration policy, and making recommendations to the Board;

reviewing and approving compensation payable to our Directors and senior management members for any loss or termination of office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and not excessive; and

reviewing and approving compensation arrangements relating to dismissal or removal of any Director for his misconduct to ensure that such arrangements are consistent with contractual terms and are otherwise reasonable and appropriate.

Nomination Committee

We have established the Nomination Committee with written terms of reference in compliance with the Code on Corporate Governance Practices, as set out in Appendix 14 to the Listing Rules. The Nomination Committee consists of three Directors, being Dr. Shui On Leung, Mr. Ping Cho Terence HON and Mr. Dylan Carlo TINKER. The chairperson of the Nomination Committee is Dr. Leung. The primary duties of the Nomination Committee include, among others, the following:
reviewing periodically the structure, size and composition of our Board at least annually, and advising on any changes of our Board proposed in accordance with the corporate strategies of our Company;

formulating the criteria and procedures for selecting Directors and making recommendations to the Board;

extensively identifying qualified candidates for Directors and making recommendations to the Board;

conducting the preliminary examination of qualifications of candidates for directorships positions, and making recommendations to our Board on the selection; and

assessing the independence of independent non-executive Directors.

Board Diversity Policy

Shareholders’ Communication Policy

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

Second Amended and Restated Articles of Association

List of Directors and their Role and Function

Terms of Reference of the Audit Committee of the Board of Directors of the Company

Terms of Reference of the Remuneration Committee of the Board of Directors of the Company

Terms of Reference of the Nomination Committee of the Board of Directors of the Company