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CStone Pharmaceuticals Board/Management Information 2021

Jun 3, 2021

50715_rns_2021-06-03_46b4f9e6-43cc-4891-92e2-89c25d7b9c32.pdf

Board/Management Information

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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CStone Pharmaceuticals 基石藥業

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2616)

CHANGE OF JOINT COMPANY SECRETARY, PROCESS AGENT AND AUTHORISED REPRESENTATIVE AND WAIVER FROM STRICT COMPLIANCE WITH RULES 3.28 AND 8.17 OF THE LISTING RULES

CHANGE OF JOINT COMPANY SECRETARY, PROCESS AGENT AND AUTHORISED REPRESENTATIVE

The board of directors (the “ Board ”) of CStone Pharmaceuticals (the “ Company ”) announces that the Company has engaged SWCS Corporate Services Group (Hong Kong) Limited (“ SWCS ”) to provide corporate secretarial services support to the Company and SWCS has nominated Mr. Lee Leong Yin (“ Mr. Lee ”) to assume the offices of the joint company secretary of the Company (the “ Joint Company Secretary ”), the process agent of the Company in Hong Kong for the purpose of accepting service of process in Hong Kong under Part 16 of the Companies Ordinance, Chapter 622 of the Laws of Hong Kong and for the purpose of accepting services of process and notices on the Company’s behalf in Hong Kong (collectively, the “ Process Agent ”) under Rule 19.05(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“ Listing Rules ”), and as an authorised representative of the Company for the purpose of Rule 3.05 of the Listing Rules (the “ Authorised Representative ”) since 25 January 2021.

The Board hereby announces that with effect from 3 June 2021, SWCS has re-nominated Ms. Lau Jeanie (“ Ms. Lau ”) in place of Mr. Lee as one of the Joint Company Secretaries, the Process Agent, and Authorised Representative of the Company.

Mr. Lee has confirmed that he has no disagreement with the Board and there is no matter relating to his aforesaid changes that needs to be brought to the attention of the shareholders of the Company or the Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).

Ms. Lau is an Assistant Vice President of Corporate Secretarial Department of SWCS. She is an associate member of both The Chartered Governance Institute (formerly known as The Institute of Chartered Secretaries and Administrators) in England and The Hong Kong Institute of Chartered Secretaries. She has over 15 years of experience in corporate secretarial practice. She has been providing corporate services to companies overseas and in Hong Kong. Ms. Lau had been a company secretary of various listed companies on the Main Board of the Stock Exchange over the last 10 years.

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WAIVER FROM STRICT COMPLIANCE WITH RULES 3.28 AND 8.17 OF THE LISTING RULES

Reference is made to the appointment of Mr. He Ning (“ Mr. He ”) as one of the Joint Company Secretaries and the waiver (the “ Waiver ”) granted to the Company by the Stock Exchange from strict compliance with Rules 3.28 and 8.17 of the Listing Rules in relation to the eligibility of Mr. He to act as a Joint Company Secretary for the period from the date of appointment of Mr. He as a Joint Company Secretary (i.e. 25 January 2021) till 24 January 2024 (the “ Waiver Period ”) on the conditions that Mr. Lee, who meets the requirements under Rules 3.28 and 8.17 of the Listing Rules, as a Joint Company Secretary, to assist Mr. He in discharging his functions as a company secretary and in gaining the relevant experience as required under Rule 3.28 of the Listing Rules. The Waiver will be revoked immediately when Mr. Lee, during the three-year period, ceases to provide assistance to Mr. He. The Stock Exchange expects that, before the end of the Waiver Period, the Company should be able to demonstrate that Mr. He, having had the benefit of Mr. Lee’s assistance for three years, would then have acquired the relevant experience within the meaning of Rule 3.28 of the Listing Rules so that a further waiver would not be necessary.

The Stock Exchange has granted a new waiver (the “ New Waiver ”) to the Company from strict compliance with the requirements under Rules 3.28 and 8.17 of the Listing Rules for a period from the date of the appointment of Ms. Lau as a Joint Company Secretary (i.e. 3 June 2021) to 24 January 2024 (i.e. the remaining period of the three-year Waiver from the date of appointment of Mr. He as a Joint Company Secretary) (the “ New Waiver Period ”) in relation to the eligibility of Mr. He to act as a Joint Company Secretary on the condition that (i) Mr. He will be assisted by Ms. Lau during the New Waiver Period; and (ii) the New Waiver could be revoked if there are material breaches of the Listing Rules by the Company. The Company should announce details of the New Waiver, including the reasons and conditions. For the details of the Waiver, including the qualification and experience of Mr. He, please refer to the Company’s announcement dated 25 January 2021.

Before the end of the New Waiver Period, the Company must demonstrate and seek confirmation from the Stock Exchange that Mr. He, having had the benefit of the assistance from Ms. Lau during the New Waiver Period, has attained the relevant experience and is capable of discharging the functions of company secretary under Rule 3.28 of the Listing Rules such that a further waiver will not be necessary.

The Board would like to take this opportunity to express its gratitude to Mr. Lee for his valuable contribution to the Company during his tenure of service, and to welcome Ms. Lau on her new appointment.

By Order of the Board CStone Pharmaceuticals Dr. Frank Ningjun Jiang Chairman

Hong Kong, 3 June 2021

As at the date of this announcement, the Board of Directors comprises Dr. Frank Ningjun Jiang as Chairman and Executive Director, Dr. Wei Li, Mr. Qun Zhao, Mr. Yanling Cao, Mr. Xianghong Lin and Dr. Lian Yong Chen as non-executive Directors, and Dr. Paul Herbert Chew, Mr. Ting Yuk Anthony Wu and Mr. Hongbin Sun as independent non-executive Directors.

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