Medicilon: Announcement on the general election of the board of directors and board of supervisors of the company
DATE:  Dec 25 2024

Stock code: 688202 Stock abbreviation: Medicilon Announcement No.: 2024-060

Shanghai Medicililon Biopharmaceutical Co., Ltd

Announcement on the general election of the board of directors and board of supervisors of the company

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

The term of office of the third board of directors and board of supervisors of Shanghai Medicilon Biopharmaceutical Co., Ltd. (hereinafter referred to as the "Company") has expired. In accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange and other laws and regulations, as well as the Articles of Association and other relevant provisions, the Company has carried out the general election of the Board of Directors and the Board of Supervisors, and hereby announces the general election of the Board of Directors and the Board of Supervisors as follows:

1. General election of the board of directors

The company held the 25th meeting of the third board of directors on December 23, 2024, which was deliberated and approved

"PROPOSAL ON THE RE-ELECTION OF THE BOARD OF DIRECTORS AND THE ELECTION OF NON-INDEPENDENT DIRECTORS OF THE FOURTH BOARD OF DIRECTORS" AND "PROPOSAL ON THE RE-ELECTION OF THE BOARD OF DIRECTORS AND THE ELECTION OF INDEPENDENT DIRECTORS OF THE FOURTH BOARD OF DIRECTORS", AFTER THE NOMINATION COMMITTEE OF THE BOARD OF DIRECTORS REVIEWED THE QUALIFICATIONS OF THE CANDIDATES FOR THE DIRECTORS OF THE FOURTH BOARD OF DIRECTORS, THE BOARD OF DIRECTORS OF THE COMPANY AGREED TO NOMINATE MR. CHUN-LIN CHEN, MR. QINGCONG LIN, MS. CAI JINNA, MR. CHEN GUOKAI AND MR. CHEN YONGHANG AS CANDIDATES FOR NON-INDEPENDENT DIRECTORS OF THE FOURTH BOARD OF DIRECTORS OF THE COMPANY; Agreed to nominate Mr. Ma Dawei, Mr. Lai Weidong and Ms. Wang Jianfeng as candidates for independent directors of the fourth board of directors of the Company, and the above-mentioned independent director candidates have obtained independent director qualification certificates, among which Ms. Wang Jianfeng is an accounting professional. The curriculum vitae of the above candidates is attached for details.

According to the relevant regulations, the company's independent director candidates must be reviewed by the Shanghai Stock Exchange without objection before they can be submitted to the company's general meeting of shareholders for deliberation. The Company will convene a general meeting of shareholders at a scheduled date to deliberate on the re-election of the Board of Directors, in which the election of non-independent directors and independent directors will be carried out by cumulative voting system. The term of office of the directors of the fourth board of directors of the company shall take effect from the date of deliberation and approval of the general meeting of shareholders of the company, and the term of office shall be three years.

2. The general election of the board of supervisors

The company held the 23rd meeting of the third board of supervisors on December 23, 2024, which was deliberated and approved

The "Proposal on the General Election of the Board of Supervisors and the Election of Non-employee Supervisors of the Fourth Board of Supervisors" agreed to nominate Mr. Jin Weichun as a candidate for non-employee representative supervisors of the fourth board of supervisors of the company, and submitted it to the general meeting of shareholders of the company for deliberation.

The above-mentioned candidates for non-employee representative supervisors will form the fourth board of supervisors of the company together with the two employee representative supervisors elected by the company's employee representative congress. The non-employee representative supervisors of the fourth board of supervisors of the company shall be elected by cumulative voting system, and shall take office for a term of three years from the date of deliberation and approval of the general meeting of shareholders. The resumes of the above-mentioned candidates for non-employee representative supervisors are detailed in the attachment.

3. Other explanations

Among the candidates for the fourth board of directors of the company, the proportion of independent director candidates is not less than one-third of the total number of directors. The qualifications of the above-mentioned candidates for directors and supervisors are in line with the requirements of relevant laws, administrative regulations and normative documents for the qualifications of directors and supervisors, and there is no circumstance that they are not allowed to serve as directors and supervisors of the company as stipulated in the "Company Law" and the "Articles of Association", and none of the above-mentioned candidates for directors and supervisors have been subject to administrative penalties or disciplinary actions by the China Securities Regulatory Commission or disciplinary actions by the Exchange, and there are no other circumstances that the Shanghai Stock Exchange determines are not suitable to serve as directors and supervisors of listed companies. In addition, the educational background and work experience of the independent director candidates are all competent for the duties and requirements of independent directors, and meet the relevant requirements on the qualifications and independence of independent directors in the Administrative Measures for Independent Directors of Listed Companies and the Company's Working System for Independent Directors. In order to ensure the normal operation of the board of directors and the board of supervisors, the third board of directors and the third board of supervisors of the company will continue to perform their duties in accordance with the relevant provisions of the Company Law and the Articles of Association before the general meeting of shareholders of the company deliberates and approves the above-mentioned re-election matters.

The company would like to express its heartfelt thanks to the directors of the third board of directors and the supervisors of the third board of supervisors for their contributions to the development of the company during their tenure.

The announcement is hereby made.

Board of Directors of Shanghai Medicilon Biopharmaceutical Co., Ltd

December 25, 2024

Biographies of Non-Independent Director Candidates

MR. CHUN-LIN CHEN, BORN IN 1962, AMERICAN NATIONALITY, PERMANENT RESIDENCY IN CHINA, PH.D

Graduate student. He has extensive experience in the field of pharmaceutical research and development, as the chair of the Department of Pharmacy at Parker Huges Cancer Center and the chief scientist of the nonclinical drug evaluation department at Vertex Pharmaceuticals. In February 2004, he founded Medicilon Co., Ltd. as a director and general manager, and in February 2008, he founded Medici Puya as the chairman. He is currently the director and general manager of the company. MR. CHUN-LIN CHEN IS CURRENTLY A MEMBER OF THE DRUG METABOLISM COMMITTEE OF THE SHANGHAI PHARMACOLOGICAL SOCIETY, A DIRECTOR OF THE SHANGHAI PUDONG NEW AREA BIOINDUSTRY ASSOCIATION, A MEMBER OF THE DRUG METABOLISM PROFESSIONAL COMMITTEE OF THE CHINESE PHARMACOLOGICAL SOCIETY, AND A VISITING PROFESSOR AT THE SCHOOL OF LIFE SCIENCES OF CHINA PHARMACEUTICAL UNIVERSITY. MR. CHUN-LIN CHEN HAS BEEN AWARDED THE HONORARY TITLES OF "SHANGHAI OUTSTANDING TECHNOLOGY LEADER", "SHANGHAI PUJIANG TALENT", "SHANGHAI LEADING TALENT", "SHANGHAI RETURNED ENTREPRENEURIAL ELITE AWARD" AND "INDIVIDUAL WITH OUTSTANDING CONTRIBUTION TO THE CONSTRUCTION OF SHANGHAI ZHANGJIANG HIGH-TECH INDUSTRIAL DEVELOPMENT ZONE".

AS OF THE DATE OF THIS ANNOUNCEMENT, MR. CHUN-LIN CHEN DIRECTLY HELD 4,042,210 SHARES OF THE COMPANY

MEDICILON INCORPORATED INDIRECTLY HOLDS 3,540,842 SHARES OF THE COMPANY, WHICH IS THE ACTUAL OF THE COMPANY

The international controller is not prohibited from being nominated as a director, has not been punished by the China Securities Regulatory Commission and other departments and disciplined by the stock exchange, has not been investigated by the judicial authorities for suspected crimes or has been investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, is not a judgment defaulter, and meets the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange and other regulations of the exchange.

Ms. Cai Jinna, born in 1964, Chinese nationality, no right of permanent residence abroad, doctoral candidate. During his Ph.D., he participated in cooperative research at Toyama Medical and Pharmaceutical University and the Resource Development Department of the Institute of Chinese Medicine, Japan, and worked in the postdoctoral mobile station of the Shanghai Institute of Materia Medica, Chinese Academy of Sciences, and has more than 30 years of experience in the development of new Chinese medicine and chemical drug products

Research, management and market development experience. He joined Medicilon in July 2008 and has served as the executive director of the company's CMC department

Mr. Ren is the Vice President of Business Development and currently serves as the Director, Deputy General Manager and Chief Commercial Officer (CBO) of the Company. Dr. Cai Jinna was awarded the first prize of Science and Technology Progress Award of the State Administration of Traditional Chinese Medicine in 1991, the first prize of the National Science and Technology Progress Award in 1992, and was awarded the "Tenth Five-Year Plan" by the Jiangxi Provincial Economic and Trade Commission in 2006.

As of the date of this announcement, Ms. Cai Jinna directly holds 31,053 shares of the Company and indirectly holds 3,188 shares of the Company through Shanghai Meishao Enterprise Management Partnership (Limited Partnership), and has no relationship with other directors, supervisors, senior managers of the Company, shareholders and actual controllers holding more than 5% of the shares of the Company, and there is no circumstance that she is not allowed to be nominated as a director, and has not been investigated by the judicial authorities for suspected crimes or investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations. Not a judgment defaulter, but meets the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and other provisions of the Exchange.

MR. QINGCONG LIN, BORN IN 1964, AMERICAN NATIONALITY, PERMANENT RESIDENCY IN CHINA, DOCTORAL CANDIDATE

Study. He has worked in the laboratory of Raju Kucherlapati at the Albert Einstein College of Medicine in the United States and Harvard Medical School in the United States. He used to be the director of the Mouse Genetic Engineering Laboratory of the Center for Genetics and Genomics Research of Harvard Medical School, the senior scientist and chief scientist of the genetic engineering laboratory of Wyeth Pharmaceutical Co., Ltd., the chief scientist and project leader of the immune protein screening group of Pfizer, Inc., the senior vice president of R&D of Beijing Sinogene Pharmaceutical Technology Co., Ltd., and Biocytogen (Beijing) Pharmaceutical Technology Co., Ltd

Deputy General Manager of Biocytogen Boston Corp. Joined Medicilon in March 2024,

He is currently the Company's Executive Vice President and President of its U.S. subsidiary. DR. QINGCONG LIN HAS NEARLY 40 YEARS OF EXPERIENCE IN BIOMEDICAL R&D, INCLUDING CELL BIOLOGY, MOLECULAR BIOLOGY, IMMUNOLOGY, PHARMACOLOGY, ANTIBODY DRUG DISCOVERY AND DEVELOPMENT, DEVELOPMENTAL BIOLOGY, BIOINFORMATICS, AND FUNCTIONAL GENETICS AND GENOMICS.

As of the date of this announcement, Mr. QINGCONG LIN does not hold shares of the company, has no relationship with other directors, supervisors, senior managers of the company, shareholders and actual controllers holding more than 5% of the company's shares, does not belong to the judgment defaulter, does not have the situation of not being nominated as a director, has not been punished by the China Securities Regulatory Commission and other departments and disciplined by the stock exchange, has not been investigated by the judicial authorities for suspected crimes or suspected of violations of laws and regulations by the China Securities Regulatory Commission. Not a judgment defaulter, but meets the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and other provisions of the Exchange.

Mr. Chen Guokai, born in 1987, Chinese nationality, no right of permanent residence abroad, graduated from Northeastern University in the United States with a master's degree. He used to be the deputy director of the office and the investment director of Shanghai Xinxiyuan Investment Management Group Co., Ltd., the vice president of Renpin Holding Co., Ltd., and also served in Chongqing

Representative of the 19th People's Congress of Yuzhong District. He joined Medicilon in March 2023 and is currently the vice president of the company's investment and financing development department and director of the general manager's office.

As of the date of this announcement, Mr. Chen Guokai indirectly holds 2,693,461 shares of the company through Zefeng Guangxin No. 1 Private Securities Investment Fund, and is the son of Mr. Chen Jinzhang, the actual controller of the company, normative documents, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange and other regulations of the Exchange.

Mr. Chen Yonghang, born in 1997, Chinese nationality, no right of permanent residence abroad, bachelor degree. He used to be the business manager of Hangzhou Ergen Network Technology Co., Ltd. He joined Medicilon in March 2022 and is currently the company's purchasing manager.

As of the date of this announcement, Mr. Chen Yonghang does not hold shares of the company, is the son of Mr. Chen Chunlai, a shareholder who holds more than 5% of the company's shares, and does not have the situation of not being nominated as a director, has not been punished by the China Securities Regulatory Commission and other departments and disciplinary actions of the stock exchange, has not been investigated by the judicial authorities for suspected crimes or suspected of violating laws and regulations by the China Securities Regulatory Commission, is not a dishonest person subject to execution, in line with relevant laws, administrative regulations, departmental rules, normative documents, Qualifications required by the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange and other regulations of the Exchange.

Curriculum Vitae of Independent Director Candidates

Mr. Ma Dawei, born in 1963, Chinese nationality, no right of permanent residence abroad, doctoral candidate, academician of the Chinese Academy of Sciences. He has served as an assistant researcher at the Shanghai Institute of Organic Chemistry, Chinese Academy of Sciences, a postdoctoral fellow at the University of Pittsburgh and Mayo Clinic, and an independent director of Lianhetech Co., Ltd. and Zhejiang Jiangshan Chemical Co., Ltd. He is currently an independent director of the company, a researcher at the Shanghai Institute of Organic Chemistry, Chinese Academy of Sciences, and the director of the Academic Committee.

As of the date of this announcement, Mr. Ma Dawei does not hold shares of the company, has no relationship with other directors, supervisors, senior managers of the company, shareholders and actual controllers holding more than 5% of the company's shares, does not belong to the judgment defaulter, has not been punished by the China Securities Regulatory Commission and other relevant departments and the stock exchange, does not have the situation of being unsuitable to serve as a director of the company, and complies with relevant laws, administrative regulations, departmental rules, normative documents, and the listing rules of the Shanghai Stock Exchange's Science and Technology Innovation Boardand other qualifications required by the Exchange.

Mr. Lai Weidong, born in 1958, Chinese nationality, no permanent right of abode abroad, postgraduate degree. He has served as a teacher at Jiangxi Normal University, a cadre of the Foreign Affairs Office of the Jiangxi Provincial People's Government, and the deputy director of China Europe International Business School. He is currently an independent director of the company, a senior advisor to the senior management education department of China Europe International Business School, and an independent director of Shanghai Cooltech Power Co., Ltd.

As of the date of this announcement, Mr. Lai Weidong does not hold shares of the company, and there is no relationship between other directors, supervisors, senior managers of the company, shareholders and actual controllers holding more than 5% of the company's shares, and is not a judgment defaulter, has not been punished by the China Securities Regulatory Commission and other relevant departments and the stock exchange, and is not suitable to serve as a director of the company, in accordance with relevant laws, administrative regulations, departmental rules, normative documents, and the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" and other qualifications required by the Exchange.

Ms. Wang Jianfeng, born in 1971, Chinese nationality, no right of permanent residence abroad, certified public accountant, postgraduate degree. He has successively served as the chief financial officer of Jiaten Polymer Materials Co., Ltd. and the risk control director of Changjiang Growth Capital Investment Co., Ltd. He is currently the chairman of BMI Digital Technology (Shanghai) Co., Ltd. and an independent director of Shanghai Kaixin Separation Technology Co., Ltd.

As of the date of this announcement, Ms. Wang Jianfeng does not hold shares of the company, and has other directors, supervisors and senior executives of the company

It is a judgment defaulter, has not been punished by the China Securities Regulatory Commission and other relevant departments and disciplined by the stock exchange, does not have any circumstances that are unsuitable to serve as a director of the company, and meets the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange and other regulations of the exchange.

Resume of Non-employee Representative Supervisor Candidates

Mr. Jin Weichun, born in September 1972, Chinese nationality, no right of permanent residence abroad, master's degree

Bear. Since December 2012, he has served as an executive director of Shenzhen Renhe Capital Management Co., Ltd. He is currently a supervisor of the company.

As of the date of this announcement, Mr. Jin Weichun does not hold shares of the company, has no relationship with other directors, supervisors, senior management personnel of the company, shareholders and actual controllers holding more than 5% of the company's shares, does not belong to the judgment defaulter, has not been punished by the China Securities Regulatory Commission and other relevant departments and the stock exchange, does not have the situation of being unsuitable to serve as a supervisor of the company, and complies with relevant laws, administrative regulations, departmental rules, normative documents, and the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" and other qualifications required by the Exchange.

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