China Cell's announcement on changing independent directors and adjusting members of special committees of the board of directors
Securities code: 688520 Securities abbreviation: China Cell Announcement Number: 2026-011
Beijing Shenzhou Cell Biotechnology Group Co., Ltd.
Announcement on changing independent directors and adjusting members of special committees of the board of directors
The company's board of directors and all directors guarantee that the contents of this announcement do not contain any false records, misleading statements or major omissions, and assume legal responsibility for the authenticity, accuracy and completeness of its contents in accordance with the law.
On April 2, 2026, Beijing China Cell Biotechnology Group Co., Ltd. (hereinafter referred to as the "Company") held the sixth meeting of the third board of directors, which reviewed and approved the "Proposal on Re-Electing Independent Directors of the Company" and "Proposal on Adjusting the Members of Special Committees of the Board of Directors". Relevant matters are now announced as follows:
1. Resignation of independent directors
Mr. Zhang Xue, the company's independent director, applied to resign as an independent director of the company's third board of directors due to personal reasons. He also applied to resign as a member of the strategy committee, nomination and remuneration committee and audit committee of the board of directors. As of the disclosure date of this announcement, Mr. Zhang Xue does not hold shares in the company, and there are no commitments that should be performed but have not been performed.
In view that Mr. Zhang Xue's resignation will cause the number of independent directors on the company's board of directors to be less than one-third of the total number of directors, in accordance with the provisions of the "Administrative Measures for Independent Directors of Listed Companies", "Self-Regulatory Guidelines for Companies Listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operations" and the "Articles of Association", Mr. Zhang Xue will continue to perform his duties as an independent director and in the special committees of the board of directors until a new independent director is elected by the company's shareholders' meeting.
During his tenure as the company's independent director and member of various special committees, Mr. Zhang Xue worked diligently and conscientiously, playing an important role in the company's standardized operations and healthy development. The company's board of directors expresses its sincere gratitude to Mr. Zhang Xue for his contribution to the company's development!
2. Changes in independent directors
In order to ensure the standardized operation of the company's board of directors and the special committees of the board of directors, in accordance with relevant regulations, the Nomination and Remuneration Committee of the third session of the company's board of directors conducted a qualification review and found that Mr. Xu Jianhui meets the conditions for serving as an independent director stipulated in the "Company Law of the People's Republic of China", "Administrative Measures for Independent Directors of Listed Companies" and other relevant laws, regulations, normative documents and the "Articles of Association". There is no situation that prohibits him from serving as an independent director as stipulated by the China Securities Regulatory Commission and the Shanghai Stock Exchange. The company's board of directors agreed to nominate Mr. Xu Jianhui as an independent director candidate for the company's third session of the board of directors (see the attachment for resume details). His term will start from the date of review and approval by the shareholders' meeting and end on the date of expiration of the term of the third session of the board of directors.
Mr. Xu Jianhui's qualifications must be reviewed and approved by the Shanghai Stock Exchange before being submitted to the company's shareholders' meeting for review.
3. Adjustment of members of special committees of the board of directors
In order to further improve the corporate governance structure, combined with the changes in independent directors of the company's third board of directors and in accordance with relevant laws, regulations and normative documents, the company's third board of directors elected and adjusted individual members of each special committee. The adjusted composition of each special committee of the third board of directors is as follows:
The members of the Strategy Committee are Xie Liangzhi, Jia Lingyun and Xu Jianhui, of which Xie Liangzhi is the convener;
The members of the Nomination and Remuneration Committee are Jia Lingyun, Xu Jianhui and Tang Liming, of which Jia Lingyun is the convener;
The members of the Audit Committee are Wang Haofeng, Jia Lingyun and Xu Jianhui, of which Wang Haofeng is the convener.
The above-mentioned adjustment of the members of the special committees of the board of directors will officially take effect after the company's shareholders meeting approves the election of Xu Jianhui as an independent director, and his term will be consistent with the term of the company's third board of directors.
Announcement is hereby made.
Board of Directors of Beijing Shenzhou Cell Biotechnology Group Co., Ltd.
Attachment on April 3, 2026: Resume of Xu Jianhui
Mr. Xu Jianhui, born in 1977, is a Hong Kong citizen. He graduated from the University of Pennsylvania School of Law in the United States in 2004 with a master's degree. He has been engaged in cross-border legal services for more than 20 years and holds lawyer qualifications in Hong Kong, New York State and China. He has served as a partner and consultant in many internationally renowned law firms such as Simmons & Simmons, Clifford Chance, and K&L Gates. He is currently the Director of the Executive Committee of Zhong Lun Law Firm Limited Liability Partnership, a member of the 13th Sichuan Provincial Committee of the Chinese People’s Political Consultative Conference, a member of the 3rd Bond Review Committee of China (Macau) Financial Assets Exchange Co., Ltd., and the Executive Vice President of the Federation of Hong Kong and Sichuan Societies.
As of now, Mr. Xu Jianhui does not hold shares in the company, and has no relationship with shareholders who hold more than 5% of the company's shares, other directors, or senior managers. He has not been punished by the China Securities Regulatory Commission and other relevant departments or the stock exchange. He has not been investigated by judicial authorities for suspected crimes or investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations. He is not a person subject to execution for dishonesty, and he meets the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, etc.