{"url_path":"/sec/casif/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1962738/0001104659-26-061632-index.html","accession_number":"0001104659-26-061632","cik":"0001962738","ticker":"CASIF","issuer_name":"CASI Pharmaceuticals, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1962738/0001104659-26-061632-index.html","primary_entity_key":"0001962738","primary_entity_name":"CASI Pharmaceuticals, Inc."},"word_count":8170,"has_tables":true,"body_markdown":"**ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\n**A.**\n\n**Directors and Senior Management**\n\nThe following table sets forth information regarding our directors and executive officers as of the date of this annual report.\n\nDirectors and Officer Appointees\n\n​\n\nAge\n\n​\n\nPosition/Title\n\nWei-Wu He, Ph.D.\n\n \n\n61\n\n \n\nExecutive Chairman of the Board\n\nJames Huang\n\n​\n\n61\n\n​\n\nNon-Executive Director\n\nY. Alexander Wu, Ph.D.\n\n \n\n63\n\n \n\nIndependent Director\n\nZhenbo Su\n\n \n\n50\n\n \n\nIndependent Director\n\nThomas Folinsbee\n\n \n\n59\n\n \n\nIndependent Director\n\nXuebo Zeng\n\n \n\n41\n\n \n\nIndependent Director\n\nBarbara Krebs-Pohl, PhD\n\n​\n\n58\n\n​\n\nIndependent Director\n\nHai Huang\n\n \n\n57\n\n \n\nGlobal Chief Commercial Officer\n\nChunhua Wang\n\n \n\n54\n\n \n\nChief Operation Officer\n\nWei (Larry) Zhang\n\n \n\n67\n\n \n\nSenior Vice President\n\nKun Qian\n\n \n\n45\n\n \n\nGlobal Controller\n\nWei Gao\n\n \n\n45\n\n \n\nGeneral Counsel\n\n​\n\nWei-Wu He, Ph.D.* *Dr. He has served as our executive chairman of the board since February 17, 2026, a member of the board of directors from November 17, 2025 to February 17, 2026, as executive chairman of the board of directors from July 21, 2025 to November 17, 2025, as executive chairman of the board of directors and CEO of our Company from April 2, 2019 to July 21, 2025, as executive chairman of our Company from February 23, 2018 to April 2, 2019, as chairman of the board of directors of our Company from May 2013 to February 23, 2018, and as executive chairman from February 2012 to May 2013. Dr. He has been serving as executive chairman of Human Longevity Inc. (a privately-held biotechnology firm specializing in combining DNA sequencing with machine learning) since July 2019. He also is the founder and general partner of Emerging Technology Partners, LLC, a life sciences focused venture fund established in 2000. Dr. He has been involved in founding or funding over 20 biotech companies throughout his career, some of which went on to be acquired by significantly larger firms. In the earlier part of his career, Dr. He was one of the first few scientists at Human Genome Sciences, and prior to that, was a research fellow at Massachusetts General Hospital and Mayo Clinic. Dr. He is an author to more than 25 research publications and inventor of over 30 issued patents. Dr. He received his Ph.D. from Baylor College of Medicine and MBA from The Wharton School of University of Pennsylvania.\n\nJames Huang. Mr. Huang joined CASI in September 2025 as an independent director and was appointed to the non-executive chairman of the board in November 2025. He stepped down in February 2026. Mr. Huang served as a director of the Company from April 2013 to March 2023. Mr. Huang brings over 35 years of experience building and investing in biopharma companies globally. As Founder and Managing Partner of Panacea Venture, and previously Managing Partner at Kleiner Perkins (KPCB) China and Vivo Ventures, he has guided numerous cross-border companies through critical stages of growth, financing, and global expansion. Earlier in his career, he held senior roles in business development, sales & marketing, and research & development at Tularik Inc. (acquired by Amgen), GlaxoSmithKline LLC, Bristol-Myers Squibb and ALZA Corp. (acquired by Johnson & Johnson). Mr. Huang serves as a member of the board of directors of Kindstar Globalgene Technology, Inc., Connect Biopharma Holdings Limited, Lee's Pharmaceutical Holdings Limited, Atara Biotherapeutics, Inc., and several private companies. He received an M.B.A. from the Stanford Graduate School of Business and a B.S. degree in chemical engineering from the University of California, Berkeley.\n\nY. Alexander Wu, Ph.D**.** Dr. Wu has been a director of CASI since April 2013. From 2006 to 2017, Dr. Wu was co-founder and chief executive officer of Crown Bioscience, Inc., a drug discovery and pre-clinical research organization in the oncology sector with over\n\n75\n\n[Table of Contents](#TOC)\n\n600 employees, which was acquired by JSR for over US$400 million in 2017. Before co-founding Crown Bioscience, Dr. Wu was chief business officer of Starvax International Inc., a biopharmaceutical R&D company focusing on the development of novel therapeutic drugs for the treatment of infectious disease and cancer. Prior to Starvax, he was the head of Asian Operations with Burrill & Company, a life science venture capital and merchant bank. Dr. Wu also co-founded and was chief operating officer of Unimicro Technologies, a life science instrumentation company. He started his career with Hoffmann-La Roche, where he was manager of business development and strategic planning. Dr. Wu obtained his B.S. in biochemistry from Fudan University, China, a M.S. in biochemistry from the University of Illinois, and a Ph.D. in molecular cell biology and MBA from the University of California, Berkeley.\n\nZhenbo Su**.** Mr. Su has extensive experiences in the bioscience industry, and he has been a well-known investor in the life-science industry. Mr. Su is currently a partner of Guangzhou Redhill Capital Investment Management Co., Ltd, a leading life-science focused venture capital firm based in Guangzhou, which he co-founded in 2018. Prior to Mr. Su’s efforts in Redhill, he has served as the managing partner of Shenzhen Shared Investment Medical Fund since 2013. Mr. Su has served as an executive director of multiple companies in bioscience industry, such as TCRCure, Genetron, Medprint, Juventus, Hocermed, Polyrey, Pandamed, Light Vision and Meyer FSMP. Before Mr. Su started his career in investment, he was a director at Alcon China, a Novartis company, from 2007 to 2012. Earlier in Mr. Su’s career, he once worked at Johnson & Johnson in medical branch. Mr. Su holds a bachelor’s degree in medicine from Guangdong College of Medicine, a master’s degree in public healthcare policy and medical law from Sun Yat-sen University, and MBA from the University of Chicago.\n\nThomas Folinsbee**.** Mr. Folinsbee has over 25 years of experience as a financial and securities professional. He is the founder of Optivest Canada Ltd, a management consulting company focused on business development and investment research mandates for clients in the healthcare industry. Mr. Folinsbee was previously the director of corporate development for 3Sbio Inc. from 2009 to 2019. From 2017 to 2019, Mr. Folinsbee also served as independent director of Bison Capital Acquisition Corporation and was a member of the audit and compensation committees after the merger with Xynomic Pharmaceuticals.  From 2011 to 2016, he also worked for Hisanaga Seisakusho Co. Ltd., a Japanese manufacturing company. Before joining 3Sbio Inc., he also worked at Macquarie Equities, BNP Paribas and Optivest Systems Ltd. Mr. Folinsbee graduated in 1990 from McGill University with a bachelor of commerce degree concentrating in finance and international business and is CFA charter holder.\n\nXuebo Zeng**.** Mr. Zeng has been an executive director at IDG Capital since 2016, focusing on the investment in drug development, biotechnology, diagnostic devices and medical services. Mr. Zeng started his career in quality control department of Guilin Pharma in 2008 and soon became an investment manager specialized in life sciences investments. Prior to joining IDG Capital, he worked as an investment manager in two other famous private equity firms in China from 2010 to 2016. Mr. Zeng is a member of the board of directors of a number of private and listed companies, including Shanghai Model Organisms and Kelun-Biotech. Mr. Zeng received a bachelor’s degree in pharmacy from Qinghai Nationalities University, China.\n\nBarbara Krebs-Pohl, PhD. Dr. Krebs-Pohl has is a highly respected leader in the biotechnology sector with over 27 years of experience, particularly in development, business strategy and alliance creation. She has held key positions at successful biotechnology companies, including MorphoSys, where she served as Chief Business Officer and led the recent acquisition of MorphoSys by Novartis for $2.9B. Prior to the acquisition by Novartis, Dr. Krebs-Pohl played pivotal roles in the acquisition and integration of Constellation Pharmaceuticals by MorphoSys and the licensing of felzartamab and izastobart to HI-Bio where she served as Director through the acquisition of the company by Biogen for a total of $1.8B. Dr. Krebs-Pohl is currently the Managing Director of the Foundation for Stem Cell Research and Regenerative Medicine, as well as a Partner and Managing Director at Viopas Venture Consulting, where she advises emerging biotechnology companies on growth and strategic partnerships.\n\nHai Huang. Mr. Huang has been global chief commercial officer (executive vice president) of CASI since January 2024. Mr. Huang leads the development of CASI's global commercialization strategy, overseeing the establishment of a global business system, and managing market expansion and strategic business partnerships. Prior to joining us, Mr. Huang served as the chief executive officer of  Fosun Kite Biotechnology Co., Ltd. Mr. Huang worked with Pfizer China from 2016 to 2020, acting as general manager of essential business, chief marketing officer/vice president and then chief operating officer of essential business. From 2013 to 2016, Mr. Huang worked with Medtronic as a general manager of Diabetes BU for greater China region. From 2011 to 2013, Mr. Huang worked with Sanofi Aventis as a national sales leader of Diabetes BU. Mr. Huang joined Pfizer in 1997 and worked as sales director till 2010. Mr. Huang currently also holds positions as the Executive Director of the Shanghai CGT Special Committee and a member of the Shanghai Industry-Academia-Research Expert Group Committee. Mr. Huang received the Bi-MBA from Peking University and an undergraduate degree in Biochemistry from Lanzhou University.\n\n76\n\n[Table of Contents](#TOC)\n\nChunhua Wang**.** Ms. Wang has been chief operation officer of CASI since 2017. Ms. Wang is responsible for the Company’s back-office operation and manufacturing site management and is account for human resources, IT, communication, government affairs, legal, regulatory affairs, R&D, etc. Prior to joining CASI, Ms. Wang was the vice president of Vcanbio from 2015 to 2017. Before she joined Vcanbio, Ms. Wang was the VP at Marsh & McLennan Companies from 2014 to 2015. From 2011 to 2014, Ms. Wang served as the HR director at Schneider Electric SA. Prior her experience in Schneider, Ms. Wang was the vice president at Tycoman Co., Ltd. a medical device company, from 2002 to 2010, and before that, Ms. Wang was the HR director at Tyco Healthcare. Earlier in Ms. Wang’s career, she worked at state-owned enterprises in human resource field. Ms. Wang received the bachelor’s degree in Metallurgy from China Northeastern University, and master’s degree in economics from Renmin University of China.\n\nWei (Larry) Zhang. Mr. Zhang joined CASI in September 2018 as president of CASI (Beijing) Pharmaceuticals Co., Ltd., now known as CASI Pharmaceuticals (China) Co., Ltd. (“CASI China”), which is a subsidiary of CASI, and his role expanded to president and principal financial officer of CASI in September 2019. Mr. Zhang was re-appointed as a Senior Vice President in September 2024 due to our adjustment to the management positions and removal of president role. Mr. Zhang has more than 20 years management experience in the healthcare and biopharmaceutical industries in the U.S., Asia Pacific, and China. Prior to joining CASI’s Beijing office, Mr. Zhang was vice president, head of public affairs and corporate responsibility at Novartis Group (China) focusing on the public affairs/public relations strategy including initiating Novartis’ China policy focusing on NMPA new drug approval reform, IP protection, generic quality consistency evaluation and new regulations on biosimilars. From 2011 to 2016, he was chief executive officer  of Sandoz Pharmaceutical (China), a Novartis Company. Mr. Zhang has also held executive leadership roles with Bayer Healthcare and Baxter International Corporation in the U.S. and Asia Pacific. He holds a bachelor and master degree in nuclear physics from University of Science & Technology of China, an MBA in marketing/finance from the University of California at Los Angeles (UCLA), and received Ph.D. training in political science from University of Utah.\n\nKun Qian**.** Ms. Qian has been CASI’s global controller and vice president since January 2022. She is responsible for all corporate finance functions, including corporate controller, financial planning and analysis, treasury, tax, and regional finance activities. Prior to joining CASI, she served as financial director in Guazi.com from 2021 to 2022. Prior to that, she served as global controller at Wanda Sports Group, an industry group of Wanda Group, from 2016-2020 and completed its initial public offering in Nasdaq in 2019. She worked in international finance department at Weichai Group from 2014 to 2016. Prior to 2014, she was a senior audit manager and spent nearly 10 years with PricewaterhouseCoopers Zhong Tian LLP, Beijing office and PricewaterhouseCoopers, Singapore office. Ms. Qian received a bachelor’s degree in Management from University of International Business and Economics. She is a Certified Public Accountant in the State of New Hampshire and a member of American Institute of Certified Public Accountants. Ms. Qian also qualifies as a Certified Public Accountant in China and a Chartered Professional Accountant in Canada.\n\nWei Gao**.** Ms. Gao has been serving as CASI’s general counsel since January 2023. Prior to her current position, Ms. Gao was legal director since December 2020. Prior to joining CASI, Ms. Gao served as legal manager in Medtronic Beijing from 2017 to 2020. Earlier, Ms. Gao was a legal counsel of Syngenta Beijing from 2012 to 2017. From 2006 to 2007, and from 2010 to 2012, Ms. Gao served as legal consultant and senior consultant in Caterpillar. Earlier in her career, Ms. Gao worked as a litigation lawyer specializing international business dispute resolution in Commerce & Finance Law Offices from 2008 to 2010. Ms. Gao started her legal career as a legal assistant in Guo & Partners Attorneys At Law from 2005 to 2006. Ms. Gao received her bachelor’s degree in Economic Law from Jilin University and LL.M. degree in International Business Law from the University of Manchester.\n\n**B.**\n\n**Compensation of Directors and Executive Officers**\n\nFor the year ended December 31, 2025, we paid or accrued an aggregate of US$4.2 million in salary and bonus, and other benefits to directors and officers, which includes US$0.9 million to former directors and officers. We have set aside or accrued US$0.3 million to provide pension, retirement or other similar benefits to directors and officers, which includes US$0.1 million to former directors and officers, we also recognized share-based compensation expense of US$1.1 million in relation with our directors and officers, which includes US$37,000 to former directors and officers. Our China subsidiaries are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance, work-related injury insurance and maternity insurance and other statutory benefits, and a housing provident fund.\n\nShare Incentive Plans and CEO Plan\n\nCASI Cayman succeeded to the interests of CASI Delaware following a redomicile merger pursuant to an agreement and plan of merger dated as of January 31, 2023 (the “Merger Agreement”) between CASI Cayman and CASI Delaware. Pursuant to the Merger\n\n77\n\n[Table of Contents](#TOC)\n\nAgreement, CASI Delaware merged with and into CASI Cayman, with CASI Cayman surviving the merger and each issued and outstanding shares of CASI Delaware’s common stock being converted into the right to receive one ordinary share of CASI Cayman. In addition, CASI Cayman assumed CASI Delaware’s existing obligations with respect to all outstanding options to purchase shares of CASI Delaware’s common stock and all other outstanding equity awards granted to directors, employees and consultants under CASI Delaware’s 2011 Long-Term Incentive Plan, 2021 Long-Term Incentive Plan and 2024 Long-Term Incentive Plan, and certain other non-plan stock options to provide for the issuance of an equal number of CASI Cayman’s ordinary shares rather than the common stock of CASI Delaware upon the exercise of the awards, under the same terms and conditions.\n\nAs of December 31, 2025, the Company has three share incentive plans, the 2011 Long Term Incentive Plan, the 2021 Long Term Incentive Plan and the 2024 Long Term Incentive Plan (as amended and collectively, the “Share Incentive Plans”). The Share Incentive Plans are adopted to attract and retain the best available personnel, provide additional incentives to employees, directors, officers, and consultants and promote the success of our business. In June 2019, the Company’s stockholders approved an amendment to the 2011 Long-Term Incentive Plan (the “2011 Plan”), increasing the number of shares of common stock reserved for issuance from 2,023,000 to 2,523,000 to be available for grants and awards. In June, 2021, the 2021 Long-Term Incentive Plan (the “2021 Plan”) was approved by the Company’s stockholders. The maximum number of shares of common stock that are available for grants and awards equals to 2,000,000 shares of stock, which includes 1,072,667 shares of common stock remaining under the 2011 Plan as of April 12, 2021. In addition to the Share Incentive Plans, (1) on June 20, 2019, CASI stockholders approved a grant of share options to Dr. He at the 2019 annual meeting, under the terms of which, Dr. He received a share option covering 400,000 shares of common stock, at an exercise price of US$28.50, vesting upon the earlier of (i) the completion of a transformative event by CASI as determined at the discretion of CASI’s compensation committee and (ii) April 2, 2021, the second anniversary of the date of his appointment as CEO of CASI, and (2) on June 15, 2021, the board of directors of CASI approved a grant of share options to Dr. He which consists of 400,000 shares time-based and 400,000 shares performance-based share options (the “CEO Plan”).\n\nOn May 12, 2023, the board of directors of the Company adopted certain restated and amended 2011 Long-term Incentive Plan and restated and amended 2021 Long-term Incentive Plan (collectively, the “Amended Plans”), pursuant to which the board of directors of the Company authorized certain downward adjustments to the exercise prices of 3,927,859 options issued to the Company’s directors, executive officers, other management members and employees and outstanding.\n\nIn July 2024, our board of directors adopted the 2024 Long-term Incentive Plan (the “2024 Plan”), pursuant to which the number of ordinary shares reserved for issuance was 2,000,000, and certain modification to the terms of the CEO Plan, pursuant to which certain performance targets for the performance-based share options were modified.\n\nAs of April 30, 2026, there were a total of 472,934,931 ordinary shares remain unissued and unreserved, and share options in respect of 2,767,166 ordinary shares under the Share Incentive Plans and the CEO Plan are outstanding, the weighted average exercise price of which is US$2.89.\n\nThe following paragraphs describe the principal terms of the Share Incentive Plans, which descriptions are subject to the terms of the Share Incentive Plans and are incorporated herein by reference.\n\n*Types of Awards.* The Share Incentive Plans permit the awards of share options, stock appreciation rights, restricted or unrestricted stock awards, phantom stock, performance awards or any combination of the foregoing.\n\n*Unexercised Options. *If any award, or portion of an award, under the Share Incentive Plans expires or terminates unexercised, becomes unexercisable or is forfeited or otherwise terminated, surrendered or cancelled as to any shares, or if any ordinary shares are surrendered to the company in connection with any award (whether or not such surrendered shares were acquired pursuant to any award), the shares subject to such award and the surrendered shares shall thereafter be available for further awards under the Share Incentive Plans.\n\n*Plan Administration.* Our board of directors or a committee of the board of directors (the “administrator”) will administer the Share Incentive Plans. The administrator will have full power and authority to take all other actions necessary to carry out the purpose and intent of the Share Incentive Plans, including, but not limited to, the authority to: (i) determine the eligible persons to whom, and the time or times at which awards will be granted; (ii) determine the types of awards to be granted; (iii) determine the number of shares to be covered by or used for reference purposes for each award; (iv) impose such terms, limitations, restrictions and conditions upon any such award as the administrator deems appropriate, including, but not limited to, whether a share option shall be an incentive share\n\n78\n\n[Table of Contents](#TOC)\n\noption or a nonqualified share option, any exceptions to nontransferability, any performance goals applicable to awards, any provisions relating to vesting, any circumstances in which the awards would terminate, the period during which awards may be exercised, and the period during which awards will be subject to restrictions; (v) accelerate, extend, or otherwise change the time in which an award may be exercised or becomes payable and to waive or accelerate the lapse, in whole or in part, of any restriction or condition with respect to such award, including, but not limited to, any restriction or condition with respect to the vesting or exercisability of an award due to termination of any participant’s employment or other relationship with our Company or an affiliate; and (vi) establish objectives and conditions, if any, for earning awards and determining whether awards will be paid after the end of a performance period.\n\n*Award Agreement. *Awards granted under the Share Incentive Plans are evidenced by an award agreement that sets forth terms, conditions and limitations for each award, which may include the term of the award, the provisions applicable in the event of the grantee’s employment or service terminates.\n\n*Eligibility*. We may grant awards to our employees (including employees-to-be), directors (including directors of a subsidiary or such other entity designated by the administrator) and consultants (including consultants of a subsidiary or such other entity designated by the administrator) of our Company.\n\n*Transfer Restrictions.* Awards may not be transferred in any manner by the participant other than in accordance with the exceptions provided by the administrator or the relevant award agreement.\n\n*Capital Adjustments*. In the event of any change in the outstanding ordinary share by reason of any stock dividend, split-up, stock split, recapitalization, reclassification, combination or exchange of shares, merger, consolidation, liquidation or the like, the administrator will provide for a substitution for or adjustment in (i) the number and class of shares of ordinary share subject to outstanding awards, (ii) the exercise price of share options and the base price upon which payments under stock appreciation rights are determined, and (iii) the aggregate number and class of shares of ordinary share for which awards thereafter may be made under the plans.\n\n*Modification and Substitution of Awards*. Subject to the terms and conditions of Stock Incentive Plans, the administrator may modify the terms of any outstanding awards. However, no modification of an award will, without the consent of the participant, alter or impair any of the participant’s rights or obligations under such award. Awards may, at the discretion of the administrator, be granted under the Share Incentive Plans in substitution for share options and other awards covering capital stock of another corporation which is merged into, consolidated with, or all or a substantial portion of the property or stock of which is acquired by, the company or one of its affiliates. The terms and conditions of the substitute awards so granted may vary from the terms and conditions set forth in the Stock Incentive Plans to such extent as the administrator may deem appropriate in order to conform, in whole or part, to the provisions of the awards in substitution for which they are granted. In the event of (a) a merger or consolidation to which the company is a party, or (b) a sale or exchange of all or substantially all of the company’s ordinary share for cash, securities or other property, the administrator shall take such actions, if any, as it deems necessary or appropriate to prevent the enlargement or diminishment of participants’ rights under the Share Incentive Plans and awards granted thereunder, and may, in its discretion, cause any award granted thereunder to be cancelled in consideration of a cash payment equal to the fair value of the cancelled award, as determined by the administrator in its discretion. The fair value of a share option will be deemed to be equal to the product of (x) the number of shares of ordinary share the share option covers (and has not previously been exercised) and (y) the excess, if any, of the fair market value of a share of ordinary share as of the date of cancellation over the exercise price of the share option.\n\n*Foreign Employees*. Without amendment of the Share Incentive Plans, the administrator may grant awards to participants who are subject to the laws of foreign countries or jurisdictions on such terms and conditions different from those specified in the plans as may in the judgment of the administrator be necessary or desirable to foster and promote achievement of the purposes of the plans. The administrator may make such modifications, amendments, procedures, sub-plans and the like as may be necessary or advisable to comply with provisions of laws of other countries or jurisdictions in which the company or any of its affiliates operate or have employees.\n\n*Termination and Amendment of the Share Incentive Plans.* No awards can be granted under the Share Incentive Plans after the 10th anniversary of its effectiveness. The board may terminate, amend or modify the Share Incentive Plans; provided, the board shall not amend or terminate the Plan without approval of (a) CASI’s shareholders to the extent applicable law or regulations or the requirements of the principal exchange or interdealer quotation system on which the ordinary share is listed or quoted, if any, requires shareholder approval of the amendment or termination, and (b) each affected grantee if the amendment or termination would adversely affect the grantee’s rights or obligations under any award granted prior to the date of the amendment or termination.\n\n79\n\n[Table of Contents](#TOC)\n\nThe following table includes certain information with respect to the value of all unexercised options previously awarded to our directors and executive officers as of April 30, 2026.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n​\n\n​\n\n**Ordinary Shares**\n\n​\n\n**Option** \n\n​\n\n**Option** \n\n​\n\n​\n\n**Underlying **\n\n​\n\n**Exercise** \n\n​\n\n**Expiration** \n\n**Name and Principal** **Position**\n\n​\n\n**Options** **Granted**\n\n​\n\n**Price ($)**\n\n​\n\n**Date**\n\nWei-Wu He, Ph.D.,\n\n​\n\n540,000\n\n​\n\n$\n\n1.93\n\n​\n\n4/27/2031~5/12/2033\n\nWei (Larry) Zhang,\n\n \n\n330,000\n\n​\n\n$\n\n1.93\n\n \n\n9/1/2028~5/12/2033\n\nHai Huang\n\n \n\n280,000\n\n​\n\n$\n\n2.67~6.61\n\n \n\n1/29/2034~6/18/2034\n\nChunhua Wang\n\n \n\n235,000\n\n​\n\n$\n\n1.93~5.78\n\n \n\n3/19/2028~11/6/2034\n\nJames Huang\n\n​\n\n20,000\n\n​\n\n$\n\n1.69~2.69\n\n​\n\n5/1/2033~10/01/2035\n\nY. Alexander Wu, Ph.D.\n\n \n\n105,142\n\n​\n\n$\n\n1.26~3.59\n\n \n\n6/15/2031~7/21/2035\n\nBarbara Krebs-Pohl, PhD.\n\n​\n\n20,000\n\n​\n\n$\n\n2.31~6.41\n\n​\n\n9/1/2034~9/2/2035\n\nKun Qian\n\n \n\n75,000\n\n​\n\n$\n\n1.93~5.78\n\n \n\n3/30/2032~11/6/2034\n\nWei Gao\n\n \n\n84,000\n\n​\n\n$\n\n1.93~5.78\n\n \n\n6/18/2031~11/6/2034\n\nThomas Folinsbee\n\n​\n\n54,476\n\n​\n\n$\n\n1.26~3.59\n\n​\n\n4/14/2033~~7/21/2035\n\nXuebo Zeng\n\n​\n\n33,693\n\n​\n\n$\n\n1.26~2.67\n\n​\n\n4/14/2033~~7/21/2035\n\nZhenbo Su\n\n​\n\n31,455\n\n​\n\n$\n\n1.26~2.67\n\n​\n\n4/14/2033~~7/21/2035\n\n​\n\nAs of April 30, 2026, other employees as a group hold 958,400 options to purchase ordinary shares of our Company, with exercise prices ranging from US$1.26 to US$42.7 per share.\n\n**C.**\n\n**Board Practices**\n\nBoard of Directors\n\nOur board of directors consists of seven directors. Our currently effective memorandums and articles of association (our “Memorandum and Articles”) provides that the minimum number of directors shall be three and the exact number of directors shall be determined from time to time by our board of directors.\n\nA director is not required to hold any shares in our Company by way of qualification. A director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with us is required to declare the nature of his or her interest at a board meeting. Subject to and disqualification by the chairman of the relevant board meeting, a director may vote in respect of any contract or transaction or proposed contract or transaction, notwithstanding that he or she may be interested therein and if he or she does so, his or her vote shall be counted and he or she may be counted in the quorum at any meeting of directors at which any such contract or transaction or proposed contract or transaction is considered.\n\nOur board of directors may exercise all the powers of our Company to raise or borrow money, and to mortgage or charge its undertaking, property, and assets (present or future) and uncalled capital or any part thereof, and to issue debentures, debenture stock, bonds, or other securities, whether outright or as collateral security for any debt, liability, or obligation of our Company or of any third party.\n\nNone of our directors has a service contract with us that provides for benefits upon termination of service.\n\nCommittees of the Board of Directors\n\nWe have established three committees under the board of directors: an audit committee, a compensation committee and a nominating and corporate governance committee. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below.\n\n*Audit Committee*. Our audit committee consists of Thomas Folinsbee, Y. Alexander Wu, Ph.D. and Xuebo Zeng. Thomas Folinsbee is the chairperson of the audit committee. Thomas Folinsbee satisfies the criteria of an audit committee financial expert as set forth under the applicable rules of the SEC. Each of Thomas Folinsbee, Y. Alexander Wu, Ph.D. and Xuebo Zeng satisfies the requirements for an “independent director” within the criteria for independence set forth in Rule 10A 3 of the Exchange Act.\n\n80\n\n[Table of Contents](#TOC)\n\nThe audit committee oversees the Company’s accounting and financial reporting processes. The audit committee will be responsible for, among other things:\n\n●appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;\n\n●reviewing with the independent auditors any audit problems or difficulties and management’s response;\n\n●discussing the annual audited financial statements with management and the independent auditors;\n\n●reviewing the adequacy and effectiveness of the Company’s accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;\n\n●reviewing and approving all proposed related party transactions;\n\n●meeting separately and periodically with management and the independent auditors; and\n\n●monitoring compliance with the Company’s code of business conduct and ethics, including reviewing the adequacy and effectiveness of the Company’s procedures to ensure proper compliance.\n\n*Compensation Committee*. Our compensation committee consists of Y. Alexander Wu, Ph.D., Xuebo Zeng and Zhenbo Su. Y. Alexander Wu, Ph.D. is the chairperson of the compensation committee. Each of Y. Alexander Wu, Ph.D., Xuebo Zeng and Zhenbo Su satisfies the requirements for an “independent director” within the criteria for independence set forth in Rule 10A 3 of the Exchange Act.\n\nThe compensation committee will assist the board of directors in reviewing and approving the compensation structure, including all forms of compensation, relating to the Company’s directors and officers. The compensation committee will be responsible for, among other things:\n\n●reviewing and approving, or recommending to the board of directors for its approval, the compensation for the Company’s chief executive officer and other officers;\n\n●reviewing and recommending to the board of directors for determination with respect to the compensation of the Company’s non-employee directors;\n\n●reviewing periodically and approving any incentive compensation or equity plans, programs similar arrangements; and\n\n●selecting compensation consultant, legal counsel or other advisor only after taking into consideration all factors relevant to that person’s independence from management.\n\n*Nominating and Corporate Governance Committee*. Our nominating and corporate governance committee consists of Zhenbo Su, Thomas Folinsbee and Xuebo Zeng. Zhenbo Su is the chairperson of the nominating and corporate governance committee. Each of Zhenbo Su, Thomas Folinsbee and Xuebo Zeng satisfies the requirements for an “independent director” within the criteria for independence set forth in Rule 10A 3 of the Exchange Act.\n\nThe nominating and corporate governance committee will assist the board of directors in selecting individuals qualified to become directors of the Company and in determining the composition of the board of directors and its committees. The nominating and corporate governance committee will be responsible for, among other things:\n\n●selecting and recommending to the board nominees for election by the shareholders or appointment by the board;\n\n●reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity;\n\n●making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and\n\n●advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.\n\n81\n\n[Table of Contents](#TOC)\n\nDuties of Directors\n\nUnder Cayman Islands law, directors owe fiduciary duties to the company, including a duty of loyalty, a duty to act honestly, and a duty to act in what they consider in good faith to be in the company’s best interests. Directors must also exercise their powers only for a proper purpose. Directors also have a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands. In fulfilling their duty of care to our Company, our directors must ensure compliance with the Memorandum and Articles, as amended and/or restated from time to time. Our Company has the right to seek damages if a duty owed by any of our directors is breached. A shareholder may in certain circumstances have the right to seek damages in the name of our Company if a duty owed by our directors is breached.\n\nAppointment and Removal of Directors\n\nOur Memorandum and Articles provide that our directors may be appointed by ordinary resolution and removed by ordinary resolution. Our Memorandum and Articles also provide that our directors may, by the affirmative vote of a simple majority of the remaining directors present and voting at a meeting of directors, appoint any person to be a director so as to fill a casual vacancy or as an addition to the existing board of directors.\n\nThe office of a director shall be vacated if, amongst other things, such director (a) becomes prohibited by applicable law from being a director; (b) becomes bankrupt or makes any arrangement or composition with his or her creditors, (c) dies or is found to be or becomes of unsound mind, (d) resigns his or her office by notice in writing to the Company, (e) without special leave of absence from the board, is absent from meetings of the board for three consecutive meetings, and the board resolves that his or her office be vacated; or (f) is removed from office pursuant to any other provision of our Memorandum and Articles.\n\nTerms of Directors and Officers\n\nA director shall hold office until such time as he or she resigns his or her office by notice in writing to the Company, is removed from office by ordinary resolution or is otherwise disqualified from acting as a director or removed in accordance with our Memorandum and Articles.\n\nAn appointment of a director may be on terms that the director shall automatically retire from office (unless he or she has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between our Company and the director, if any; but no such term shall be implied in the absence of express provision. Each director whose term of office expires shall be eligible for re-election at a meeting of the shareholders or re-appointment by the board of directors.\n\nOur officers are appointed by and serve at the discretion of the board of directors.\n\nSee “A. Directors and Senior Management” for information on the period during which each of our directors and officers has held office.\n\nEmployment Agreements and Indemnification Agreements\n\nEach of our officer is a party to an employment agreement with the Company, the terms of which may vary based on the circumstances. Under most agreements, the employment of each officer is for a specified time period, and may be terminated for cause, at any time and without advance notice or compensation, for certain acts of the officer, such as material failure to perform and discharge duties and responsibilities, misconduct that is materially and significantly injurious to the Company, conviction of a felony involving the personal dishonesty or moral turpitude, and material breach of obligations under the employment agreement. The employment may also be terminated without cause upon 30-days advance written notice. The officer may resign at any time with 30-days advance written notice.\n\nMost officers of the Company have agreed that during the employment term and at all times thereafter, such officer shall not, without the written consent of the Company, or except as required by applicable law, disclose to any person, other than a person to\n\n82\n\n[Table of Contents](#TOC)\n\nwhom disclosure is reasonably necessary or appropriate in connection with the performance by the officer of his or her duties as an officer of the Company, any material confidential information obtained by such officer while in the employ of the Company with respect to the businesses of the Company or any of its subsidiaries, including but not limited to, operations, pricing, contractual or personnel data, products, discoveries, improvements, trade secrets, license agreements, marketing information, suppliers, dealers, principles, customers, or methods of distribution, or any other confidential information the disclosure of which the officer knows, or in the exercise of reasonable care should know, will be damaging to the Company.\n\nIn addition, most officers of the Company have agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and typically for one year or six months, depending on the nature of the termination, following the last date of employment. Specifically, each officer has agreed not to as an individual, principal, agent, employee, consultant or otherwise, directly or indirectly, or with respect to any company or entity with which the Company has concluded partnership, licensing, joint research and development or other similar business agreements during his employment with the Company, render any services to any firm or company or any division or subsidiary of any firm or company, engaged in the development or commercialization of compounds, analogs or derivatives of those compounds that (a) are of a similar type, that is, small molecules, (b) have more than one mechanism of action and cellular pathway in common with; and (c) are within the same field (i.e. oncology or inflammation) as, those being developed and or commercialized by the Company during the Term (“Competing Company”). In addition, for an additional period of six (6) months after the six-month period set forth above, the officer only may provide services to such a Competing Company if such officer does not work on, or furnish confidential information regarding, any matter related to such compounds defined above. Moreover, for a period of twelve (12) months after the termination of such officer’s employment with the Company, officers shall not take any action, without the prior written consent of the Company, to assist his or her successor employer or any other entity in recruiting or hiring any other employee who was an employee of the Company during such officer’s employment.\n\nThe Company has entered into indemnification agreements with each of its director and officer. Under these agreements, the Company agrees to indemnify its directors and officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of the Company.\n\n**D.**\n\n**Employees**\n\nWe had 243, 233 and 214 employees as of December 31, 2023, 2024 and 2025, respectively. The majority of our employees are located in China. The following table sets forth the numbers of our employees categorized by function as of December 31, 2025.\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**As of December 31, 2025**\n\n**Function:**\n\n \n\n  ​\n\nManagement and General Administration\n\n \n\n28\n\nMedical, Clinical and Registration\n\n \n\n15\n\nCommercial\n\n \n\n128\n\nManufactory, Quality Control, Research and Development\n\n \n\n43\n\n**Total**\n\n \n\n214\n\n​\n\nAs required by laws and regulations in China, we participate in various employee benefits plans that are organized by municipal and provincial governments, including, among other things, housing fund, pension, medical insurance and unemployment insurance. We are required under PRC law to make contributions to employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local government from time to time.\n\nWe enter into standard employment with confidentiality and non-compete arrangements with most of our senior management and certain core personnel. These contracts include a standard non-compete covenant that prohibits the employee from competing with us, directly or indirectly, during his or her employment and for one year or six months\n\nWe believe that we maintain a good working relationship with our employees. None of our management or employees are represented by labor unions.\n\n83\n\n[Table of Contents](#TOC)\n\n**E. Share Ownership**\n\nExcept as specifically noted, the following table sets forth information with respect to the beneficial ownership of our ordinary shares as of April 30, 2026 by:\n\n●each of our directors and executive officers; and\n\n●each of our principal shareholders who beneficially own 5% or more of our total outstanding shares.\n\nThe calculations in the table below are based on 20,555,873 ordinary shares outstanding as of April 30, 2026.\n\nBeneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Amount and** \n\n**  ​ ​ ​**\n\n​\n\n \n\n​\n\n​\n\n**Nature of** \n\n​\n\n**Percentage of** \n\n \n\n​\n\n​\n\n**Beneficial** \n\n​\n\n**Ordinary Shares**\n\n \n\n​\n\n​\n\n**Ownership**\n\n​\n\n**Outstanding****\n\n \n\n**Directors and Officer Appointees:***\n\n​\n\n​\n\n​\n\n​\n\n​\n\nWei-Wu He, Ph.D.(1)\n\n \n\n18,985,535\n\n​\n\n53.0\n\n%\n\nY. Alexander Wu, Ph.D. (2)\n\n \n\n139,310\n\n \n\n0.7\n\n%\n\nZhenbo Su (3)\n\n \n\n31,455\n\n \n\n0.2\n\n%\n\nThomas Folinsbee (4)\n\n \n\n54,476\n\n \n\n0.3\n\n%\n\nXuebo Zeng (5)\n\n \n\n33,693\n\n \n\n0.2\n\n%\n\nJames Huang (6)\n\n​\n\n4,549,956\n\n \n\n22.1\n\n%\n\nBarbara Krebs-Pohl, PhD. (7)\n\n​\n\n20,000\n\n \n\n0.1\n\n%\n\nChunhua Wang(8)\n\n \n\n220,000\n\n \n\n1.1\n\n%\n\nHai Huang(9)\n\n \n\n90,000\n\n \n\n0.4\n\n%\n\nWei (Larry) Zhang(10)\n\n \n\n272,015\n\n​\n\n1.3\n\n%\n\nKun Qian(11)\n\n \n\n64,000\n\n \n\n0.3\n\n%\n\nWei Gao(12)\n\n \n\n70,000\n\n \n\n0.3\n\n%\n\nAll Directors and Officers as a Group\n\n \n\n24,530,440\n\n​\n\n66.7\n\n%\n\n**Principal Shareholders:**\n\n \n\n​\n\n​\n\n​\n\n​\n\nEmerging Technology Parterns, LLC(13)\n\n​\n\n16,097,341\n\n​\n\n45.3\n\n%\n\nPanacea Venture Healthcare Fund II, L.P.(14)\n\n \n\n4,529,956\n\n​\n\n22.0\n\n%\n\nChen Zhengfeng(15)\n\n​\n\n2,255,636\n\n​\n\n11.0\n\n%\n\nEntities Affiliated with Venrock Healthcare Capital(16)\n\n​\n\n1,987,259\n\n​\n\n9.2\n\n%\n\n​\n\n*Wei (Larry) Zhang’s business address is 601 Gateway Blvd, Suite 1250, South San Francisco, California 94080. The business address of all other directors and officers of the Company is 1701-1702, China Central Office Tower 1, No. 81 Jianguo Road Chaoyang District, Beijing, 100025, People’s Republic of China.\n\n** None of the Company’s major shareholders have different voting rights than other holders of the Company’s ordinary shares.\n\n(1)\n\nIncludes: (i) 1,910,550 ordinary shares held by Dr. He, (ii) 44,107 ordinary shares directly held by Emerging Technology Partners, LLC, (iii) 753,234 ordinary shares beneficially held by ETP Global Fund. L.P., (iv) 300,000 ordinary shares beneficially held by ETP BioHealth III Fund, L.P., (v) 100,000 ordinary shares beneficially owned by HE Family GRAT, (vi) 637,644 ordinary shares beneficially owned by Huiying Memorial Foundation, (vii) 15,000,000 ordinary shares issuable upon conversion of certain convertible notes held by ETP Global III Fund. L.P., and (viii) 240,000 ordinary shares issuable upon exercise of options which are exercisable within 60 days of April 30, 2026. Beneficial ownership is based on the books and records of the Company and based in part on a 14th amendment to Schedule 13D filed on March 23, 2026. Emerging Technology Partners, LLC (“ETP”), a Delaware limited liability company, is the general partner of ETP Global Fund L.P.\n\n84\n\n[Table of Contents](#TOC)\n\n(“ETP Global”), ETP Global III Fund L.P. (“ETP Global III”), and ETP BioHealth III Fund, L.P. (“ETP BioHealth”), all of which are Delaware limited partnership. Dr. He is founder and managing partner of each of ETP, ETP Global, ETP Global III and ETP BioHealth. HE Family GRAT is a grantor retained annuity trust organized under the law of Nevada for the benefit of Dr. Wei-Wu He’s family members, and Dr. Wei-Wu He is the trustee of HE Family GRAT. Huiying Memorial Foundation is a 501(c)(3) private family foundation and Dr. He is a member of the board of trustees and an officer of the Huiying Memorial Foundation. Dr. He does not participate in the investment decisions of the Foundation with respect to CASI’s ordinary shares and disclaims beneficial ownership of CASI’s ordinary shares held by Huiying Memorial Foundation.\n\n(2)\n\nIncludes: (i) 34,168 ordinary shares and (ii) 105,142 ordinary shares issuable upon exercise of options which are exercisable within 60 days of April 30, 2026.\n\n(3)\n\nRepresents ordinary shares issuable upon exercise of options which are exercisable within 60 days of April 30, 2026.\n\n(4)\n\nRepresents ordinary shares issuable upon exercise of options which are exercisable within 60 days of April 30, 2026.\n\n(5)\n\nRepresents ordinary shares issuable upon exercise of options which are exercisable within 60 days of April 30, 2026.\n\n(6)\n\nBased on a Form 3 filed on March 18, 2026 and the books and records of the Company, such ordinary shares include (i) 4,529,956 ordinary shares owned by Panacea Venture Healthcare Fund II, L.P. and (ii) options held by James Huang to purchase 20,000 ordinary shares. James Huang is the sole owner of Panacea Innovation Limited, which is the sole owner of Panacea Venture Healthcare Fund II GP Company, Ltd., which is the general partner of Panacea Venture Healthcare Fund II, L.P. As a result, James Huang may be deemed to share beneficial ownership of the Ordinary Shares reported herein, but disclaims such beneficial ownership. The business address of the reporting person and the entity is c/o Maples Corporate Services Limited, Ugland House, Grand Cayman KY1-1104, Cayman Islands.\n\n(7)\n\nRepresents ordinary shares issuable upon exercise of options which are exercisable within 60 days of April 30, 2026.\n\n(8)\n\nRepresents ordinary shares issuable upon exercise of options which are exercisable within 60 days of April 30, 2026.\n\n(9)\n\nRepresents ordinary shares issuable upon exercise of options which are exercisable within 60 days of April 30, 2026.\n\n(10)\n\nIncludes: (i) 2,015 ordinary shares and (ii) 270,000 ordinary shares issuable upon exercise of options which are exercisable within 60 days of April 30, 2026.\n\n(11)\n\nRepresents ordinary shares issuable upon exercise of options which are exercisable within 60 days of April 30, 2026.\n\n(12)\n\nRepresents ordinary shares issuable upon exercise of options which are exercisable within 60 days of April 30, 2026.\n\n(13)\n\nIncludes: (i) 44,107 ordinary shares directly held by Emerging Technology Partners, LLC, (ii) 753,234 ordinary shares beneficially held by ETP Global Fund. L.P., (iii) 300,000 ordinary shares beneficially held by ETP BioHealth III Fund, L.P., and (iv) 15,000,000 ordinary shares issuable upon conversion of certain convertible notes held by ETP Global III Fund. L.P.\n\n(14)\n\nRepresents 4,529,956 ordinary shares directly held by Panacea Venture Healthcare Fund II, L.P.\n\n(15)\n\nRepresents 2,255,636 ordinary shares directly held by Chen Zhengfeng.\n\n(16)\n\nBased on a Schedule 13D/A filed on February 17, 2026, such ordinary shares includes (i) 159,359 ordinary shares and up to 159,100 ordinary shares issuable pursuant to exercise of certain pre-funded warrants held by Venrock Healthcare Capital Partners III, L.P. (\"VHCP III\"), (ii) 15,923 ordinary shares and up to 15,900 ordinary shares issuable pursuant to exercise of certain pre-funded warrants held by VHCP Co-Investment Holdings III, LLC (\"VHCP Co-Investment III\"), and (iii) 811,977 ordinary shares and up to 825,000 ordinary shares issuable pursuant to exercise of certain pre-funded warrants held by Venrock Healthcare Capital Partners EG, L.P. (\"VHCP EG\"). VHCP Management III, LLC (“VHCP Management III”) is the general partner of VHCP III and the manager of VHCP Co-Invest III. VHCP Management EG, LLC (“VHCP Management EG”) is the general partner of VHCP EG. Dr. Bong Koh and Nimish Shah are the voting members of VHCP Management III and VHCP Management EG. The business address of each of these persons and entities is 7 Bryant Park, 23rd Floor, New York, NY 10018.v\n\n​\n\nTo our knowledge, as of April 30, 2026, a total of 20,555,873 ordinary shares were held by 63 record holders in the United States. The number of beneficial owners of our ordinary shares in the United States is likely to be much larger than the number of record holders of our ordinary shares in the United States. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our Company.\n\n**F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation**\n\nNot applicable.\n\n85\n\n[Table of Contents](#TOC)"}