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Genscript Biotech Corporation Board/Management Information 2025
49993_rns_2025-03-11_1ed16061-5ee8-4912-9687-39c34880f689.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.
Genscript Biotech Corporation
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1548)
REDESIGNATION OF DIRECTOR
AND
CHANGE IN COMPOSITION OF BOARD COMMITTEES
This announcement is made by the board (the "Board") of directors ("Director(s)") of Genscript Biotech Corporation (the "Company", together with its subsidiaries, the "Group") pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
REDESIGNATION OF DIRECTOR
The Board is pleased to announce that Dr. Ross Allen Grossman ("Dr. Grossman") has been redesignated from a non-executive Director (a "NED") to an independent non-executive Director (an "INED") with effect from March 11, 2025 (the "Redesignation").
The biographical details and other information of Dr. Grossman are set out below:
Biographical Information on Dr. Grossman
Dr. Grossman, aged 74, was appointed as a non-executive Director with effect from September 12, 2024 and redesignated as an independent non-executive Director with effect from March 11, 2025.
Dr. Grossman has over 35 years of experience in human resources leadership and consultancy gained from his previous service in senior and executive positions at multinational financial services, pharmaceutical and biotechnology companies in the United States (the "U.S.").
He held various human resources leadership roles at Prudential Financial, Inc. between 1979 and 1998. From 1998 to 2000, he was the chief human resources officer and a member of the Executive Committee for the U.S. pharmaceutical business of Novartis Pharmaceuticals Corporation and served on the Novartis Global HR Leadership Team. Between 2000 and 2002, he joined UBS AG (formerly Paine Webber) as the senior vice president of human resources of the Private Client Group. Between 2002 and 2013, he led the building and formulation of human resources infrastructure, process and strategy at Regeneron Pharmaceuticals ("Regeneron"). He retired in December 2013 but rejoined Regeneron in 2015 and retired again in 2016. Dr. Grossman then founded Stony Point Consulting, LLC in 2014, serving as the president, which position he currently holds. Since 2023, Dr. Grossman has served on the board of directors of Velox, Inc., a private global services provider committed to transforming medical technology (MedTech).
Dr. Grossman currently serves as a consultant for Legend Biotech Corporation (“Legend Biotech”), an associate of the Company, whose shares are listed by way of American Depositary Shares on the Nasdaq Global Select Market in the U.S, the position for which he was granted 1,869 restricted shares pursuant to and subject to the terms and conditions of the restricted shares plan approved and adopted by the shareholders of Legend Biotech on May 26, 2020.
Dr. Grossman earned a bachelor’s degree in English from California State University, the U.S., in 1972, a master’s degree in English and American Literature from Claremont Graduate University, the United States in 1973, a doctorate in English from Claremont Graduate University, the United States in 1976 and a master’s degree in business administration (with a Finance and Marketing concentration) from the University of California, Los Angeles, the United States in 1979.
Dr. Grossman is currently the chairman of the board of trustees and a member of the executive committee of the Keck Graduate Institute in Claremont, California, one of the Claremont Colleges and a graduate university in the U.S. focused on the intersection of business and biotechnology after having served on the board of trustees since 2013. He has also served on the board of trustees and the executive committee of the Center for Excellence in Education in McLean, Virginia, since 2016, which encourages the best young scientists to focus their education and careers on the science, technology, engineering and mathematics (STEM) disciplines.
As at the date of this announcement, Dr. Grossman has interest, within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), in 21,905 restricted shares (representing approximately 0.001% of the total issued shares of the Company as at the date hereof) in the Company granted to him on November 19, 2024 pursuant to the restricted share award scheme of the Company adopted on August 23, 2021 (as amended on May 26, 2022 and June 21, 2024).
Term of appointment and directors’ emolument
Pursuant to the letter of appointment made between the Company and Dr. Grossman for his role as a NED on September 12, 2024, which was amended by a letter of redesignation made between the Company and Dr. Grossman for his role as a INED on March 11, 2025 (the “Letter of Appointment”), the appointment of Dr. Grossman as an INED will be for an initial term of three years commencing from March 11, 2025. Dr. Grossman is subject to retirement by rotation and is eligible for re-election pursuant to the memorandum of association and the articles of association of the Company and the Listing Rules. Therefore, Dr. Grossman will hold office until the next annual general meeting of the Company at which he will be eligible for re-election.
The remuneration package for Dr. Grossman in his role as an INED has remained unchanged since his appointment as a NED on September 12, 2024. For details of the remuneration package, please see the announcement of the Company dated September 12, 2024.
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Confirmation pursuant to Rule 3.09D of the Listing Rules
Dr. Grossman has obtained legal advice pursuant to the Rule 3.09D of the Listing Rules and have confirmed that he understood his obligations as a Director.
Confirmation pursuant to Rule 3.13 of the Listing Rules
Dr. Grossman’s independence has been reviewed by the Board and will be assessed annually. Although Dr. Grossman was a NED immediately prior to the Redesignation, the nomination committee of the Company and the Board are of the view that Dr. Grossman is independent and has satisfied the independence requirements for independent non-executive directors under Rule 3.13 (except 3.13(7)) of the Listing Rules, taking into account the following factors: (i) Dr. Grossman served as a NED for a short period (i.e., six months) prior to the Redesignation, during which he was responsible for providing advice to the Board and advising on corporate governance matters in his capacity as a NED; (ii) he has not been involved in the daily operations, and management, or any executive functions of the Company; (iii) he did not hold any other position in the Company or its subsidiary and did not have any business connections with the Company, except for performing his duties as a NED prior to the Redesignation and a consultant of Legend Biotech, an associate of the Company effective October 18, 2024 (which was a subsidiary of the Company at the time of Dr. Grossman’s appointment as a NED); and (iv) save for the factor as set out in Rule 3.13(7) of the Listing Rules, he satisfies other independent criteria under Rule 3.13 of the Listing Rules. The Company has demonstrated to the satisfaction of the Hong Kong Stock Exchange that Dr. Grossman is independent.
The Company has received written confirmation of independence according to Rule 3.13 of the Listing Rules from Dr. Grossman. Dr. Grossman has confirmed that, save as disclosed above, (i) his independence regards to each of the factors contained in Rule 3.13 (except 3.13(7)) of the Listing Rules, (ii) he has no past or present financial or other interest in the business of the Company or any connection with any core connected person (as defined in the Listing Rules) of the Company, and (iii) there are no other factors that may affect his independence at the time of his appointment as an INED.
Negative statement pursuant to Rule 13.51(2)(x) of the Listing Rules
As at the date of this announcement, Dr. Grossman has confirmed that (i) save as disclosed above, he does not have any interest in the shares of the Company or its associated corporation(s) within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (ii) save as disclosed above, he does not hold any other position with the Company or other members of the Group; (iii) he does not hold any directorship in any other public listed companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years nor any other major appointments and qualifications; (iv) he was independent from and does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company or its subsidiaries or any of their respective associates (as defined in the Listing Rules); and (v) there are no other matters concerning the Redesignation of Dr. Grossman that need to be brought to the attention of the shareholders of the Company nor is there any information relating to Dr. Grossman that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.
The Board would like to take this opportunity to express its appreciation to Dr. Grossman for his valuable contributions to the Company and look forward to his continued support to the Company in his new role as an INED.
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CHANGE IN COMPOSITION OF BOARD COMMITTEES
The Board further announces the following changes in the composition of the committee of the Company:
Audit Committee
Dr. Alphonse Galdes, an independent non-executive Director, has been appointed as a new member of the Audit Committee with effect from March 11, 2025.
Following the above changes, the Audit Committee comprises four members, namely Mr. Edward Dai (chairman), Mr. Ethan Pan, Mr. Yiu Leung Andy Cheung and Dr. Alphonse Galdes.
Mr. Yiu Leung Andy Cheng, an independent non-executive Director, will assume the role of chairman of the Audit Committee after the forthcoming annual general meeting of the Company, succeeding Mr. Edward Dai, an independent non-executive Director, who will retire at the forthcoming annual general meeting of the Company.
Remuneration Committee
Dr. Grossman has been appointed as a new member of the Remuneration Committee with effect from March 11, 2025.
Following the above changes, the Remuneration Committee comprises four members, namely Mr. Edward Dai (chairman), Ms. Sally Wang, Dr. Victor Shi and Dr. Grossman.
Dr. Victor Shi, an independent non-executive Director, will assume the role of chairman of the Remuneration Committee after the forthcoming annual general meeting of the Company, succeeding Mr. Edward Dai who will retire at the forthcoming annual general meeting of the Company.
Nomination Committee
Ms. Sally Wang, an executive Director, has been appointed as a new member of the Nomination Committee with effect from March 11, 2025.
Following the above changes, the Nomination Committee comprises six members, namely Mr. Robin Meng (chairman), Ms. Sally Ye, Mr. Edward Dai, Mr. Ethan Pan, Mr. Yiu Leung Andy Cheng and Dr. Victor Shi.
This announcement has been issued in the English language with a separate Chinese language translation. If there is any inconsistency or ambiguity between the English version and the Chinese version, the English version shall prevail.
By order of the Board
GenScript Biotech Corporation
Robin Meng
Chairman and Executive Director
Hong Kong, March 11, 2025
As at the date of this announcement, the executive Directors are Dr. Fangliang Zhang (“Dr. Frank Zhang”), Mr. Jiange Meng (“Mr. Robin Meng”), Ms. Ye Wang (“Ms. Sally Wang”) and Dr. Li Zhu; the non-executive Director is Dr. Luquan Wang (“Dr. Larry Wang”) and the independent non-executive Directors are Mr. Zumian Dai (“Mr. Edward Dai”), Mr. Jiuan Pan (“Mr. Ethan Pan”), Mr. Yiu Leung Andy Cheung, Dr. Chenyang Shi (“Dr. Victor Shi”), Dr. Alphonse Galdes, Dr. Ross Grossman and Dr. John Quelch.
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