Corporate Governance

Dr. Zhaohua Chang, is the Chairman and Chief Executive Officer (“CEO”) of the Company. Dr. Chang has served as a Director since 14 July 2006 and assumed the responsibility of the CEO of the Company from April 2008 to July 2010, and reassumed the responsibility of the CEO of the Company from 20 September 2012. Dr. Chang is currently holding directorship in various subsidiaries of the Group. Dr. Chang has over 27 years of experience in the medical device industry, and he is currently a professor of the Medical Device College of the University of Shanghai for Science and Technology. Prior to founding Shanghai MicroPort Medical (Group) Co., Ltd. ( 上海微創醫療器械(集團)有限公司) (“MP Shanghai”) in 1998, Dr. Chang was the vice president of research and development of Endocare Inc., a NASDAQ listed medical device company based in California, U.S., from 1996 to 1997. From 1990 to 1995, he was the senior engineer and senior scientist, director of research and development and vice president of engineering at Cryomedical Sciences Inc., a medical device company in Maryland, U.S., which was listed on NASDAQ prior to its acquisition by a third party. Dr. Zhaohua Chang received a bachelor’s degree in refrigeration engineering in 1983 and a master’s degree in cryogenics in 1985 from the University of Shanghai for Science and Technology. Dr. Chang received his Ph.D. degree in biological sciences from the State University of New York at Binghamton in 1992.

Mr. Norihiro Ashida, born in 1954, is a Non-executive Director of the Company. Mr. Ashida has served as a Director since 1 November 2006. Mr. Ashida is currently holding directorship in certain subsidiaries of the Group. Mr. Ashida is also a Director of Otsuka Medical Devices Co., Ltd. (“OMD”), a subsidiary of Otsuka Holdings Co., Ltd (“Otsuka Holdings”). Mr. Ashida was an Executive Operating Officer of Otsuka Holdings and the Director of its business development and planning department until 2015. He joined Otsuka Pharmaceutical Co., Ltd. (“Otsuka Pharmaceutical”) in April 2003 from Mizuho Corporate Bank Ltd., where he was a general manager from 2002 to 2003. From 1999 to 2002, Mr. Ashida was a general manager of the Industrial Bank of Japan (“IBJ”), where he headed the credit department for western Japan. From 1995 to 1999, Mr. Ashida served as Vice President responsible for business development at 3iBJ Ltd., a venture capital firm formed by 3i Group plc and IBJ. From 1989 to 1995, Mr. Ashida was a Senior Vice President of IBJ (Canada). He joined IBJ in 1977 in its Tokyo branch. Mr. Ashida received his bachelor’s degree in economics from the University of Tokyo in 1977.

Mr.Shirafuji, born in 1944, is a Non-executive Director of the Company. Mr. Shirafuji has served as a Director since 1 November 2006. Mr. Shirafuji is currently holding directorship in certain subsidiaries of the Group. Mr. Shirafuji is currently serving as an adviser of Otsuka Holdings since 1 April 2017. Prior to the current position, he has served as the President and representative director of OMD and it’s directorship in certain subsidiaries of the Group from February 2011 to December 2016. Prior to joining OMD, he was an Executive Director responsible for pharmaceuticals marketing at Otsuka Pharmaceutical from 1997 to 1998. Mr. Shirafuji joined Otsuka Pharmaceutical in 1967. Mr. Shirafuji received his bachelor’s degree in economics from Doshisha University in Kyoto in 1967.

Mr. Hongliang Yu, born in 1974, is currently the general manager of Zhangjiang Science & Technology Venture Capital Co., Ltd. Mr. Yu joined Shanghai Zhangjiang (Group) Co., Ltd. in November 2000, and successively served as the vice manager and executive vice manager of investment management department of Shanghai Zhangjiang (Group) Co., Ltd., vice general manager of Shanghai Zhangjiang Biotech & Pharmaceutical Base Development Co., Ltd., vice general manager of Shanghai Zhangjiang Science & Technology Venture Capital Co., Ltd. and general manager of Shanghai Putong District Small-credit Co., Ltd. Mr. Yu graduated from East China University of Metallurgy majoring in Ferrous Metallurgy with a bachelor degree in July 1996, and graduated from University of Shanghai for Science and Technology majoring in management engineering with a master degree in April 2001. Mr. Yu holds the professional title of economist and qualification of certified public accountant.

Ms. Janine Junyuan Feng, born in 1969, was appointed as the Non-executive Director of the Company on 28 March 2016. Ms. Feng is currently a managing director of the Carlyle Group. Ms. Feng has been involved in many direct investments by the Carlyle Group in consumer, financial, and industrial companies in the PRC. Prior to joining the Carlyle Group, Ms. Feng worked for Credit Suisse First Boston’s New York office, engaging in investment banking business. She is currently serving as a non-executive director of Meinian Onehealth Healthcare (Group) Co., Ltd. ( 美年大健康產業(集團)有限公司), a company listed on Shenzhen Stock Exchange (stock code: SZ:002044). Ms. Feng received a Master of Business Administration degree from Harvard Business School and a Bachelor of Arts degree from Middlebury College.

Mr. Jonathan H. Chou, born in 1964, was appointed as our independent non-executive Director (“INED”) on 3 September 2010.  Mr. Chou has more than 25 years of professional experience from various senior finance leadership positions with Fortune 500 companies as well as Asia headquartered U.S. listed companies.  These companies include Honeywell International and Tyco Fire & Security (ADT) where he held the position of Asia Pacific Chief Financial Officer.  More recently, Mr. Chou held the position of Chief Financial Officer of Kulicke & Soffa (NASDAQ: KLIC), a USD$2 Billion market capitalization company from 2010 to 2018.  K&S is a leading provider of semiconductor packaging and electronic assembly solutions supporting the global automotive, consumer, communications, computing and industrial segments. Mr. Chou holds an MBA from Duke University, Fuqua School of Business, North Carolina and a B.A. from the University at Buffalo, New York.

Dr. Guoen Liu, born in 1957, was appointed as our INED on 3 September 2010. Dr. Liu is a noted scholar in the fields of health and development economics, health reform and pharmaceutical economics. Dr. Liu is a Peking University (PKU) Yangtze River Scholar Professor of Economics at PKU National School of Development, and Director of PKU China Center for Health Economic Research. Dr. Liu sits on The China State Council Health Reform Advisory Commission, and the UN “Sustainable Development and Solution Network” (SDSN) Leadership Council led by Jeffrey Sachs of Columbia University, and Co-Chairs the SDSN Health Thematic Group. Prior to his current position, Dr. Liu was a full professor at PKU Guanghua School of Management, tenured associate professor at University of North Carolina at Chapel Hill, and assistant professor at University of Southern California. Dr. Liu also serves as editor or a member of the editorial board in academic journals in the field of health economics and pharmaceutical policy. Dr. Liu received his bachelor’s degree in mathematics from Southwestern University for Nationalities in 1981, his master’s degree in statistics from Southwestern University of Finance and Economics in 1985, his Ph.D. in economics from the City University of New York in 1991, and post-doctoral training in health economics from Harvard University in 1994.

Mr. Chunyang Shao, born in 1964, was appointed as our INED on 23 September 2016. Mr. Shao is currently a partner of JunHe LLP and a member of the All China Lawyers Association and Shanghai Bar Association. Mr. Shao specializes in practice such as corporate, foreign investment, real estate, mergers and acquisitions, securities, infrastructure and project finance. From July 1988 to October 1993, Mr. Shao worked in Anhui Foreign Economy Law Office. From November 1995 to March 2002, Mr. Shao worked in the London, Hong Kong and China offices of major international law firms, including in Simmons & Simmons as PRC legal counsel and Sidley Austin as a senior PRC legal consultant. Mr. Shao joined JunHe LLP in April 2002. Mr. Shao is currently the independent director of Changjiang & Jinggong Steel Building (Group) Co., Ltd. ( 長江精工鋼結構(集團)股份有限公司), a company listed on Shanghai Stock Exchange (stock code: 600496), and the independent director of Zhejiang Aishida Electric Co., Ltd. ( 浙江愛仕達電器股份有限公司), a company listed on Shenzhen Stock Exchange (stock code: 002403). Mr. Shao received his bachelor degree in law from East China University of Political Science and Law in 1987, and was admitted to practice PRC law in 1988. From 1993 to 1994, Mr. Shao worked as visiting lawyer in Sino-Britain Young Lawyers’ Exchange Program in the UK. In 2002, he received his master degree in law from East China University of Political Science and Law.

Last Updated: 11 April, 2018

Audit Committee Mr. Jonathan H. Chou Mr. Norihiro Ashida Mr. Chunyang Shao
Remuneration Committee Dr. Guoen Liu Dr. Zhaohua Chang Mr. Jonathan H. Chou
Nomination Committee Mr. Chunyang Shao Mr. Hongliang Yu Dr. Guoen Liu
Chairman of the Board Chairmain of the Committee Member

Mr. Jonathan H. Chou, born in 1964, was appointed as our independent non-executive Director (“INED”) on 3 September 2010.  Mr. Chou has more than 25 years of professional experience from various senior finance leadership positions with Fortune 500 companies as well as Asia headquartered U.S. listed companies.  These companies include Honeywell International and Tyco Fire & Security (ADT) where he held the position of Asia Pacific Chief Financial Officer.  More recently, Mr. Chou held the position of Chief Financial Officer of Kulicke & Soffa (NASDAQ: KLIC), a USD$2 Billion market capitalization company from 2010 to 2018.  K&S is a leading provider of semiconductor packaging and electronic assembly solutions supporting the global automotive, consumer, communications, computing and industrial segments. Mr. Chou holds an MBA from Duke University, Fuqua School of Business, North Carolina and a B.A. from the University at Buffalo, New York.

Mr. Norihiro Ashida, born in 1954, is a Non-executive Director of the Company. Mr. Ashida has served as a Director since 1 November 2006. Mr. Ashida is currently holding directorship in certain subsidiaries of the Group. Mr. Ashida is also a Director of Otsuka Medical Devices Co., Ltd. (“OMD”), a subsidiary of Otsuka Holdings Co., Ltd (“Otsuka Holdings”). Mr. Ashida was an Executive Operating Officer of Otsuka Holdings and the Director of its business development and planning department until 2015. He joined Otsuka Pharmaceutical Co., Ltd. (“Otsuka Pharmaceutical”) in April 2003 from Mizuho Corporate Bank Ltd., where he was a general manager from 2002 to 2003. From 1999 to 2002, Mr. Ashida was a general manager of the Industrial Bank of Japan (“IBJ”), where he headed the credit department for western Japan. From 1995 to 1999, Mr. Ashida served as Vice President responsible for business development at 3iBJ Ltd., a venture capital firm formed by 3i Group plc and IBJ. From 1989 to 1995, Mr. Ashida was a Senior Vice President of IBJ (Canada). He joined IBJ in 1977 in its Tokyo branch. Mr. Ashida received his bachelor’s degree in economics from the University of Tokyo in 1977.

Mr. Chunyang Shao, born in 1964, was appointed as our INED on 23 September 2016. Mr. Shao is currently a partner of JunHe LLP and a member of the All China Lawyers Association and Shanghai Bar Association. Mr. Shao specializes in practice such as corporate, foreign investment, real estate, mergers and acquisitions, securities, infrastructure and project finance. From July 1988 to October 1993, Mr. Shao worked in Anhui Foreign Economy Law Office. From November 1995 to March 2002, Mr. Shao worked in the London, Hong Kong and China offices of major international law firms, including in Simmons & Simmons as PRC legal counsel and Sidley Austin as a senior PRC legal consultant. Mr. Shao joined JunHe LLP in April 2002. Mr. Shao is currently the independent director of Changjiang & Jinggong Steel Building (Group) Co., Ltd. ( 長江精工鋼結構(集團)股份有限公司), a company listed on Shanghai Stock Exchange (stock code: 600496), and the independent director of Zhejiang Aishida Electric Co., Ltd. ( 浙江愛仕達電器股份有限公司), a company listed on Shenzhen Stock Exchange (stock code: 002403). Mr. Shao received his bachelor degree in law from East China University of Political Science and Law in 1987, and was admitted to practice PRC law in 1988. From 1993 to 1994, Mr. Shao worked as visiting lawyer in Sino-Britain Young Lawyers’ Exchange Program in the UK. In 2002, he received his master degree in law from East China University of Political Science and Law.

Dr. Guoen Liu, born in 1957, was appointed as our INED on 3 September 2010. Dr. Liu is a noted scholar in the fields of health and development economics, health reform and pharmaceutical economics. Dr. Liu is a Peking University (PKU) Yangtze River Scholar Professor of Economics at PKU National School of Development, and Director of PKU China Center for Health Economic Research. Dr. Liu sits on The China State Council Health Reform Advisory Commission, and the UN “Sustainable Development and Solution Network” (SDSN) Leadership Council led by Jeffrey Sachs of Columbia University, and Co-Chairs the SDSN Health Thematic Group. Prior to his current position, Dr. Liu was a full professor at PKU Guanghua School of Management, tenured associate professor at University of North Carolina at Chapel Hill, and assistant professor at University of Southern California. Dr. Liu also serves as editor or a member of the editorial board in academic journals in the field of health economics and pharmaceutical policy. Dr. Liu received his bachelor’s degree in mathematics from Southwestern University for Nationalities in 1981, his master’s degree in statistics from Southwestern University of Finance and Economics in 1985, his Ph.D. in economics from the City University of New York in 1991, and post-doctoral training in health economics from Harvard University in 1994.

Dr. Zhaohua Chang, is the Chairman and Chief Executive Officer (“CEO”) of the Company. Dr. Chang has served as a Director since 14 July 2006 and assumed the responsibility of the CEO of the Company from April 2008 to July 2010, and reassumed the responsibility of the CEO of the Company from 20 September 2012. Dr. Chang is currently holding directorship in various subsidiaries of the Group. Dr. Chang has over 27 years of experience in the medical device industry, and he is currently a professor of the Medical Device College of the University of Shanghai for Science and Technology. Prior to founding Shanghai MicroPort Medical (Group) Co., Ltd. ( 上海微創醫療器械(集團)有限公司) (“MP Shanghai”) in 1998, Dr. Chang was the vice president of research and development of Endocare Inc., a NASDAQ listed medical device company based in California, U.S., from 1996 to 1997. From 1990 to 1995, he was the senior engineer and senior scientist, director of research and development and vice president of engineering at Cryomedical Sciences Inc., a medical device company in Maryland, U.S., which was listed on NASDAQ prior to its acquisition by a third party. Dr. Zhaohua Chang received a bachelor’s degree in refrigeration engineering in 1983 and a master’s degree in cryogenics in 1985 from the University of Shanghai for Science and Technology. Dr. Chang received his Ph.D. degree in biological sciences from the State University of New York at Binghamton in 1992.

Mr. Jonathan H. Chou, born in 1964, was appointed as our independent non-executive Director (“INED”) on 3 September 2010.  Mr. Chou has more than 25 years of professional experience from various senior finance leadership positions with Fortune 500 companies as well as Asia headquartered U.S. listed companies.  These companies include Honeywell International and Tyco Fire & Security (ADT) where he held the position of Asia Pacific Chief Financial Officer.  More recently, Mr. Chou held the position of Chief Financial Officer of Kulicke & Soffa (NASDAQ: KLIC), a USD$2 Billion market capitalization company from 2010 to 2018.  K&S is a leading provider of semiconductor packaging and electronic assembly solutions supporting the global automotive, consumer, communications, computing and industrial segments. Mr. Chou holds an MBA from Duke University, Fuqua School of Business, North Carolina and a B.A. from the University at Buffalo, New York.

Mr. Chunyang Shao, born in 1964, was appointed as our INED on 23 September 2016. Mr. Shao is currently a partner of JunHe LLP and a member of the All China Lawyers Association and Shanghai Bar Association. Mr. Shao specializes in practice such as corporate, foreign investment, real estate, mergers and acquisitions, securities, infrastructure and project finance. From July 1988 to October 1993, Mr. Shao worked in Anhui Foreign Economy Law Office. From November 1995 to March 2002, Mr. Shao worked in the London, Hong Kong and China offices of major international law firms, including in Simmons & Simmons as PRC legal counsel and Sidley Austin as a senior PRC legal consultant. Mr. Shao joined JunHe LLP in April 2002. Mr. Shao is currently the independent director of Changjiang & Jinggong Steel Building (Group) Co., Ltd. ( 長江精工鋼結構(集團)股份有限公司), a company listed on Shanghai Stock Exchange (stock code: 600496), and the independent director of Zhejiang Aishida Electric Co., Ltd. ( 浙江愛仕達電器股份有限公司), a company listed on Shenzhen Stock Exchange (stock code: 002403). Mr. Shao received his bachelor degree in law from East China University of Political Science and Law in 1987, and was admitted to practice PRC law in 1988. From 1993 to 1994, Mr. Shao worked as visiting lawyer in Sino-Britain Young Lawyers’ Exchange Program in the UK. In 2002, he received his master degree in law from East China University of Political Science and Law.

Mr. Hongliang Yu, born in 1974, is currently the general manager of Zhangjiang Science & Technology Venture Capital Co., Ltd. Mr. Yu joined Shanghai Zhangjiang (Group) Co., Ltd. in November 2000, and successively served as the vice manager and executive vice manager of investment management department of Shanghai Zhangjiang (Group) Co., Ltd., vice general manager of Shanghai Zhangjiang Biotech & Pharmaceutical Base Development Co., Ltd., vice general manager of Shanghai Zhangjiang Science & Technology Venture Capital Co., Ltd. and general manager of Shanghai Putong District Small-credit Co., Ltd. Mr. Yu graduated from East China University of Metallurgy majoring in Ferrous Metallurgy with a bachelor degree in July 1996, and graduated from University of Shanghai for Science and Technology majoring in management engineering with a master degree in April 2001. Mr. Yu holds the professional title of economist and qualification of certified public accountant.

Dr. Guoen Liu, born in 1957, was appointed as our INED on 3 September 2010. Dr. Liu is a noted scholar in the fields of health and development economics, health reform and pharmaceutical economics. Dr. Liu is a Peking University (PKU) Yangtze River Scholar Professor of Economics at PKU National School of Development, and Director of PKU China Center for Health Economic Research. Dr. Liu sits on The China State Council Health Reform Advisory Commission, and the UN “Sustainable Development and Solution Network” (SDSN) Leadership Council led by Jeffrey Sachs of Columbia University, and Co-Chairs the SDSN Health Thematic Group. Prior to his current position, Dr. Liu was a full professor at PKU Guanghua School of Management, tenured associate professor at University of North Carolina at Chapel Hill, and assistant professor at University of Southern California. Dr. Liu also serves as editor or a member of the editorial board in academic journals in the field of health economics and pharmaceutical policy. Dr. Liu received his bachelor’s degree in mathematics from Southwestern University for Nationalities in 1981, his master’s degree in statistics from Southwestern University of Finance and Economics in 1985, his Ph.D. in economics from the City University of New York in 1991, and post-doctoral training in health economics from Harvard University in 1994.