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Immunotech Biopharm Ltd — Board/Management Information 2024
Jul 26, 2024
51103_rns_2024-07-26_d5f12889-a3bc-4f7c-9f90-aefd99e676e5.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.
Immunotech Biopharm Ltd 永泰生物製藥有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6978)
RESIGNATION OF CHIEF FINANCIAL OFFICER, COMPANY SECRETARY AND AUTHORISED REPRESENTATIVE AND
APPOINTMENT OF JOINT COMPANY SECRETARIES AND AUTHORISED REPRESENTATIVE AND WAIVER FROM STRICT COMPLIANCE WITH RULES 3.28 AND 8.17 OF THE LISTING RULES
RESIGNATION OF CHIEF FINANCIAL OFFICER, COMPANY SECRETARY AND AUTHORISED REPRESENTATIVE
The board (the “ Board ”) of the directors (the “ Directors ”) of Immunotech Biopharm Ltd (the “ Company ”, together with its subsidiaries, the “ Group ”) announces that Mr Yang Ning (“ Mr Yang ”) has resigned as the chief financial officer and company secretary of the Company, and will cease to act as an authorised representative of the Company (the “ Authorised Representative ”) as required under Rule 3.05 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) with effect from 26 July 2024 due to his other business commitments.
Mr Yang has confirmed that he has no disagreement with the Board and there are no matters regarding his resignation which need to be brought to the attention of the shareholders of the Company or the Stock Exchange.
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APPOINTMENT OF JOINT COMPANY SECRETARIES AND AUTHORISED REPRESENTATIVE AND WAIVER FROM STRICT COMPLIANCE WITH RULES 3.28 AND 8.17 OF THE LISTING RULES
The Board is pleased to announce that (i) Mr Chen Ran (“ Mr Chen ”) and Ms Leung Shui Bing (“ Ms Leung ”) have been appointed as joint company secretaries of the Company; and (ii) Mr Chen has been appointed as the Authorised Representative with effect from 26 July 2024.
Mr Chen joined the Company since June 2021 and served as the board affairs and investor relationship manager, mainly responsible for handling daily affairs and communications of the Board, assisting the Board in legal compliance and corporate governance matters, and handling external financing and public relations of the Group, including but not limited to liaising with the Company’s investors, relevant governmental authorities and the media. Mr Chen has over 10 years of experience in auditing and financial matters. He obtained a bachelor’s degree in taxation from the Capital University of Economics and Business (首都經濟貿易大學) in July 2011 and a master’s degree in business administration from Renmin University of China (中國 人民大學) in July 2019. From September 2014 to February 2021, he was the finance manager of Mundipharma (China) Pharmaceutical Company Limited, a company that is principally engaged in manufacturing of pharmaceutical products. From February 2021 to June 2021, he worked as a financial expert at Meituan, a company listed on the Main Board of the Stock Exchange (HKEX: 3690 (HKD counter) and 83690 (RMB counter)).
Ms Leung, is a manager of the Listing Services Department of TMF Hong Kong Limited (a global corporate services provider). She has over 20 years of experience in the company secretarial field. Ms Leung obtained a bachelor’s degree in Business and Management Studies (Accounting and Finance) from University of Bradford in the United Kingdom, and a master’s degree in Corporate Governance from The Open University of Hong Kong (currently known as Hong Kong Metropolitan University). She was admitted as an associate member of The Hong Kong Chartered Governance Institute and The Chartered Governance Institute in the United Kingdom.
Although Mr Chen does not possess the qualifications set out in Rule 3.28 of the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”), the Company proposed to appoint him as a joint company secretary of the Company due to his familiarity with the internal administration and communications, corporate governance and legal compliance issues of the Group. Through serving as the board affairs and investor relationship manager, Mr Chen has familiarised himself with the relevant PRC laws and regulations related to the biopharmaceutical industry and applicable to the Company. He has also developed a close nexus and solid working relationship with the Directors and senior management team of the Company. Accordingly, the Directors consider Mr Chen is a suitable candidate to act as a joint company secretary of the Company and believe that his appointment is in the interest of the Company and will facilitate the corporate governance and on-going compliance with the Listing Rules given his relationship with the Board and familiarity with the matters of the Group.
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The Company has appointed Ms Leung as one of the joint company secretaries of the Company so as to fully comply with the requirements set forth under Rule 8.17 of the Listing Rules. Apart from discharging her functions in her role as one of the joint company secretaries, Ms Leung will work closely with, and provide assistance to, Mr Chen in the discharge of his duties as a joint company secretary for an initial period of three years from the date of Mr Chen’s appointment. As a suitably qualified person to render assistance to Mr Chen so as to enable him to acquire the relevant experience as is required of a company secretary under Rule 3.28 of the Listing Rules and to become familiar with the requirements of the Listing Rules and other applicable Hong Kong laws and regulations, Ms Leung will remain appointed as a joint company secretary of the Company throughout the initial threeyear period.
The Company has been granted a waiver by the Stock Exchange from strict compliance with the relevant company secretary qualification requirements under Rules 3.28 and 8.17 of the Listing Rules and in relation to Mr Chen to act as a joint company secretary (the “ Wavier ”) for a period of three years from the appointment of Mr Chen as a joint company secretary (the “ Waiver Period ”) on the conditions that (i) Mr Chen should be assisted by Ms Leung, the other joint company secretary, during the Waiver Period; and (ii) the Waiver could be revoked if there are material breaches of the Listing Rules by the Company. In addition, as required by the Stock Exchange, the Company should announce the reasons, details and conditions of the Waiver and the qualifications and experience of Mr Chen and Ms Leung. Before the end of the Waiver Period, the Company must demonstrate and seek confirmation from the Stock Exchange that Mr Chen, having had the benefit of Ms Leung’s assistance during the Waiver Period, has attained the relevant experience and is capable of discharging the functions of company secretary under the Listing Rules such that a further waiver will not be necessary.
The Board would like to take this opportunity to express its sincere gratitude to Mr Yang for his valuable contribution to the Group during his tenure of office and welcome Mr Chen and Ms Leung for their new appointment.
By Order of the Board Immunotech Biopharm Ltd Tan Zheng Chairman and Executive Director
Hong Kong, 26 July 2024
As at the date of this announcement, the Board comprises Mr Tan Zheng as Chairman and executive Director, Dr Wang Yu as executive Director, Mr Tao Ran, Mr Wang Ruihua, Mr Yang Fan and Mr Wang Donghu as non-executive Directors, and Professor Wang Yingdian, Mr Ng Chi Kit and Ms Peng Sujiu as independent non-executive Directors.
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