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CStone Pharmaceuticals — Board/Management Information 2024
Jun 18, 2024
50715_rns_2024-06-18_0fa8c3d9-4307-48a9-b82a-ec4a0f9b6a82.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 AUTHORIZED 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 AUTHORIZED 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 Ms. Ho Yin Kwan (“ Ms. Ho ”) 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 under Rule 19.05(2) of the Rules (the “ Listing Rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) (collectively, the “ Process Agent ”), and an authorized representative of the Company for the purpose of Rule 3.05 of the Listing Rules (the “ Authorized Representative ”) with effect from July 28, 2022.
The Board hereby announces that Ms. Ho has tendered her resignation as the Joint Company Secretary, the Process Agent and the Authorized Representative with effect from June 18, 2024, and SWCS has re-nominated Ms. Yung Mei Yee (“ Ms. Yung ”) in place of Ms. Ho to act as one of the Joint Company Secretaries, the Process Agent, and the Authorized Representative with effect from June 18, 2024. Ms. Ni Weicong (“ Ms. Ni ”) will remain as the other Joint Company Secretary.
Ms. Ho has confirmed that she has no disagreement with the Board and there is no matter relating to her aforesaid changes that needs to be brought to the attention of the shareholders of the Company or the Stock Exchange.
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The biographical details of Ms. Ni and Ms. Yung are set out as follows:
Ms. Ni joined the Company in August 2018 and currently serves as Chief Financial Officer and one of the Joint Company Secretaries. In her role, she has overall responsibilities for financial management and control, corporate finance, investor relations and Board related matters. Prior to her current roles, Ms. Ni served various roles within the Company including head of capital markets and chief of staff to CEO, reporting directly to our chief executive officer. Ms. Ni also acts as a director in one of the subsidiaries of the Company.
Ms. Ni has more than 10 years of experience in capital markets and corporate financial management with exposure in both sell side and buy side in public and private markets. Prior to joining the Company, from July 2013 to May 2016, Ms. Ni worked at Deutsche Bank Hong Kong branch as an investment banker advising public and private companies in Asia on equity and debt financing, investments, and merger and acquisition, across a few industries from healthcare to internet and technology. Ms. Ni also gained experience as a public market investor in the United States in 2017.
Ms. Ni received her bachelor’s degree in finance and economics from Hong Kong University of Science and Technology in 2013 and an MBA degree from Harvard Business School in 2018. Ms. Ni is a Chartered Financial Analyst.
Ms. Yung is a vice president of SWCS. She has over 20 years of experience in handling company secretarial, corporate governance and compliance affairs of listed companies. She has held various senior company secretarial positions in and acted as the company secretary or joint company secretary of a number of companies listed on the Stock Exchange. She is currently the joint company secretary of a few listed companies on the Stock Exchange. She is a fellow of The Hong Kong Chartered Governance Institute and The Chartered Governance Institute in the United Kingdom. She obtained a bachelor’s degree of arts in accountancy and a master’s degree of arts in language and law from the City University of Hong Kong, and a bachelor’s degree of laws from the University of London. Ms. Yung possesses the professional qualification as required under note 1 of the Rule 3.28 of the Listing Rules.
WAIVER FROM STRICT COMPLIANCE WITH RULES 3.28 AND 8.17 OF THE LISTING RULES
Reference is made to the waiver (the “ Existing 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 Ms. Ni to act as a Joint Company Secretary for the period of three years commencing from January 18, 2023 (being the date of appointment of Ms. Ni as a Joint Company Secretary) (the “ Waiver Period ”) on the conditions that (i) Ms. Ni will be assisted by Ms. Ho during the Waiver Period; and (ii) the Existing Waiver will be revoked if there are material breaches of the Listing Rules by the Company. Relevant details of the Existing Waiver were disclosed in the announcement of the Company dated January 18, 2023.
The Company has applied for, and the Stock Exchange has granted a new waiver (the “ New Waiver ”) 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. Yung as a Joint Company Secretary to January 17, 2026 (i.e. the remaining period of the Existing Waiver) (the “ New Waiver Period ”) in relation to the eligibility of Ms. Ni to act as a Joint Company Secretary on the conditions that (i) Ms. Ni will be assisted by Ms. Yung 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 the reasons, details and conditions of the New Waiver and the qualification and experience of both Ms. Ni and Ms. Yung.
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Before the end of the New Waiver Period, the Company should demonstrate and seek confirmation from the Stock Exchange that Ms. Ni, having had the benefit of the assistance from Ms. Yung 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 Ms. Ho for her valuable contribution to the Company during her tenure of service, and to welcome Ms. Yung on her new appointment.
By order of the Board CStone Pharmaceuticals Dr. Wei Li Chairman
Hong Kong, June 18, 2024
As at the date of this announcement, the Board comprises Dr. Wei Li as Chairman and nonexecutive director, Dr. Jianxin Yang as executive director, Mr. Kenneth Walton Hitchner III, Mr. Xianghong Lin and Mr. Edward Hu 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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