UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of April 2019
Commission
File Number: 001-38764
Aptorum
Group Limited
17
th
Floor, Guangdong Investment Tower
148
Connaught Road Central
Hong
Kong
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
New
Appointments
Appointment
of Thomas Wai-yip Lee as Head of R&D
On
March 13, 2019, the Board of Directors (the “Board”) of Aptorum Group Limited (Nasdaq: APM) (“Aptorum”
or the “Company”) appointed Dr. Lee as the Head of R&D of the Company, effective April 1, 2019.
The
biographical information of Dr. Lee is set forth below.
Dr.
Thomas Lee, 46, served as Chief Executive Officer and Chief Scientific Officer of Aptorum Therapeutics Limited, a wholly-owned
therapeutics subsidiary of Aptorum Group Limited from January 2018 to February 2019. Prior to that, Dr. Lee served as an Assistant
Professor in the School of Pharmacy, Faculty of Medicine, The Chinese University of Hong Kong from August 2013 to January 2018.
Dr. Lee’s key area of research involves drug delivery with specialties including: formulation development of poorly soluble
compounds, oral delivery, Nanotechnology, and similar fields.
Prior
to academia, Dr. Lee accumulated big-pharma experience from the decade he spent at two global pharmaceutical companies in the
U.S.. From November 2008 to July 2013 Dr. Lee worked at Celgene Corporation as a Senior Scientist of the Formulations Research
& Development. From June 2003 to November 2008, Dr. Lee worked at Novartis Pharmaceuticals Corporation, as a Principal Scientist.
Dr.
Lee graduated with B.Pharm. (Hons) Degree from the The Chinese University of Hong Kong in December 1995, and received his Ph.D.
in Pharmaceutical Sciences (Drug Delivery) from the University of Wisconsin-Madison in the U.S in May 2003.
Dr.
Lee has entered into an employment agreement, effective April 1, 2019 which amended his original agreement with the Company to
reflect his new position as of Head of R&D. Other than his compensation, which shall now be USD241,121 per annum, all other
terms of the original agreement remain the same.
Appointment
of Angel Siu-yan Ng as COO
On
March 13, 2019, our Board appointed Dr. Ng as the COO of the Company, effective on April 1, 2019.
The
biographical information of Dr. Ng is set forth below.
Dr.
Angel Ng, 38, served as the Chief Operating Officer (“COO”) of Aptorum Therapeutics Limited, a wholly-owned therapeutics
subsidiary of Aptorum Group Limited from September 2017 to February 2019. During this time, Dr. Ng led Aptorum Therapeutics Limited
and its subsidiaries’ operations and business strategies. Dr. Ng has extensive experience in project management with Innovation
and Technology government funds and academic institutions.
Since
September 2016, Dr. Ng works as a Research Officer cum Project Manager at The University of Hong Kong (“HKU”) in project
management for various research projects including government funded project of novel medical device. During this time, Dr. Ng
led the research team towards cadaveric trial for a novel soft robotics medical device and coordinated all research related agreements.
During December 2014 to September 2015, Dr. Ng served as Project Manager at Hong Kong Science & Technology Parks Corporation
(“HKSTP”), where she worked on technology transfer and commercialization for research and development projects through
partnerships between local universities and the worldwide network and expertise of the Oxford University commercial arm. Dr. Ng
also worked for The Chinese University of Hong Kong (“CUHK”) as Project Manager from September 2007 to January 2009.
She managed a HK$60M government funded R & D project with a team of specialists in CUHK where she kept close liaison with
industry and government authorities. Dr. Ng was in the precision chemical machining industry from 2003 to 2007, where she managed
the manufacturing team and business operations in PRC.
Dr.
Ng serves as a Director of Tecford Trading & Technology Company Limited since December 2017. Dr. Ng graduated with a B.Sc
(Hons) from Department of Chemistry at HKU in December 2002, received her M.Sc in Composite Materials from Imperial College London
in November 2003 and obtained her Ph.D. in Mechanical Engineering from HKU in December 2015.
Dr.
Ng entered into an employment agreement effective April 1, 2019 which amended her original agreement with the Company to reflect
her new position as of COO; other than her compensation, which shall now be USD103,338 per annum, all other terms of her original
agreement remain the same.
On
April 1, 2019, the Company issued a press release announcing the appointments discussed herein. The press release is attached
hereto as exhibit 99.1.
Reassignment
of Personnel
On
March 13, 2019, Dr. Keith Chan resigned from his position as our Chief Scientific Officer. Dr. Chan’s decision to resign
is not the result of any dispute or disagreements with the Company on any matter relating to the Company's operations, policies
or practices, in fact, Dr. Chan accepted a position on our newly created Scientific Advisory Board.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date:
April 1, 2019
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Aptorum Group Limited
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By:
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/s/
Ian Huen
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Ian Huen
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Chief
Executive Officer and
Executive Director
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EXHIBIT
INDEX
4
Exhibit 10.1
APTUS
Management Limited
Unit
B, 17/F Guangdong Investment Tower, 148 Connaught Road Central, Hong Kong
Tel:
(852) 2117 6611 ● Fax: (852) 2850 7286
25
September 2017
Attn:
Professor Thomas Lee
Dear
Professor Lee,
Employment
Letter
We
are pleased and welcome your acceptance to be appointed as both the Chief Executive Officer and Chief Scientific Officer for
Aptorum
Therapeutics Limited (“ATL”
or the
“Company”)
. You shall be employed full-time under the hiring
entity
APTUS Management Limited (“AML”)
, an affiliated company of ATL, and both companies being wholly owned
by APTUS Holdings Limited. The Company is incorporated with limited liabilities under the laws of Cayman Islands and AML is duly
incorporated with limited liabilities in Hong Kong. The Company also has subsidiary companies in the Cayman Islands, Hong Kong,
and Macau, whereby collectively, shall be depicted as “Aptorum” or the “Group”.
The
following letter seeks to illustrate the context of your employment under AML and appointment by ATL, and the terms and conditions
as set out herewith (the “Agreement”).
Aptorum
and its affiliates focus on the licensing of, and acquisition of early stage preclinical assets with the intention to engage in
drug research, development, and commercialization purposes. Assets are acquired via open and public platforms such as the technology
transfer offices of accredited universities and academic institutions. In addition, the Group seeks to be a facilitator across
the financing spectrum for biotech companies, entrepreneurs, and commercializing agents, to bolster innovations adding value to
health care needs in the market place; and to assist in furthering the research capabilities of institutions the Group works with.
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2.
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Position
and Appointment
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(a)
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You
will be enlisted to act as the
Chief Executive Officer (“CEO”)
and
Chief Scientific Officer
(
“CSO”
)
for the Company as well as
Executive Director
on the board of the Company (the “Roles” or the “Appointments”).
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(b)
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You
shall report to Mr. Ian Huen, the Chief Executive Officer and Executive Director of the
Group and also Executive Director of the Company.
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(c)
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The
Appointments are subject to the Company’s Memorandum and Articles of Association
("Articles") and nothing in this letter shall be taken to exclude or vary the
terms of the Articles as they apply to your Appointment.
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Your
official date of appointment as the Chief Executive Officer and the Chief Scientific Officer of the Company shall commence on
_____________________
(“Effective Date”), as mutually agreed upon between yourself and the Board of Directors
of the Group.
APTUS Management Limited
Unit B, 17/F Guangdong Investment Tower,
148 Connaught Road Central, Hong Kong
Tel: (852) 2117 6611 ● Fax: (852)
2850 7286
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4.
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Duties
and Responsibilities
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(a)
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You
shall be a key member ultimately responsible for the day-to-day management decisions
and supervisory requirements of the Company and its subsidiaries, and shall report on
the progress and strategic developments of the Company to the Board of the Group.
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(b)
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You
shall be responsible for leading the development and execution of the Company’s
long term strategy across its business segments with a view to creating shareholder value.
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(c)
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As
the CEO of the Company, you in conjunction with the Board of the Group, shall be responsible
towards the overall strategic direction of business development activities, and the implementation
of long and short term plans for the Company. Other members of the Group shall also draw
upon your leadership, insight, and expertise where suitable. You shall provide guidance,
steering, and access of expert networks to the Company where appropriate and required.
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(d)
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Additionally,
as the CSO of the Company, you shall also be responsible towards overseeing scientific
research and development activities engaged in by the Company and its operating subsidiaries.
You shall keep the management of the Group appraised on the progress and strategic developments
of the Company periodically and propose strategic direction and implementation methods
to further key scientific initiatives within the Group.
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(e)
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You
shall be expected to oversee, manage, and motivate the staff and execution teams of the
Company and its operating subsidiaries to execute and achieve department milestones and
targets, while collaborating with other members of the Company to further Group objectives.
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(f)
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You
shall oversee the day-to-day operations of the business of the Company; whether realizing
your duties offsite at the premises of The Hong Kong Institute of Biotechnology, the
premises of the Company and its facilities, or wherever reasonably sought of or required
by you to perform the duties of your Roles.
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(g)
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You
are to work in conjunction with the CEO and Board of the Group in developing long term
business strategies of the Company and its subsidiaries.
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(h)
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You
are expected to fulfill operational and leadership duties as requested by the CEO and
Board of the Group, the Company, and the shareholders of the Company, on a day-to-day
basis where necessary. Your contribution shall be vital and appreciated in regards to
the execution of business decisions made by the Executive Board.
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APTUS Management Limited
Unit B, 17/F Guangdong Investment Tower,
148 Connaught Road Central, Hong Kong
Tel: (852) 2117 6611 ● Fax: (852)
2850 7286
Additionally,
you shall during your Appointment:
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(i)
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Ensure
the Company is appropriately organized and staffed, and communicate the hiring and termination
needs for staff with the Group management as necessary to enable it to achieve the approved
strategy.
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(ii)
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Assess
the principal risks of the Company and to ensure that these risks are being monitored
and managed.
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(iii)
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Ensure
effective internal controls and management information systems are in place.
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(iv)
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Ensure
that the Company has appropriate systems to enable it to conduct its business activities
both lawfully and ethically.
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(v)
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Observe
and comply with the Group’s adopted Code of Business Conduct and Ethics, where
that any waivers given to directors or executive officers must be approved by the Board
of the Group.
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(vi)
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Observe
and comply with all statutory rules, and regulations where applicable as governed by
the internal policies and guidelines of the Company, and the laws of Hong Kong Special
Administrative Region;
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(vii)
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Confirm
you are able to, and will devote sufficient time to perform your Roles.
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(viii)
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Keep
abreast of all material undertakings and activities of the Company and all material external
factors affecting the Company and to ensure that processes and systems are in place to
ensure that you and management of the Company are adequately informed.
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(ix)
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Provide
traceable contact during and after office hours, on weekdays and weekends, or during
public holidays, whereby your availability may occasionally and reasonably be sought.
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(x)
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Declare
any conflicts that are apparent at present, or become apparent, between the Group and
your external activities, interests, or roles. Should any potential conflicts of interest
arise, you will disclose this to the Board of the Group as soon as they become apparent.
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(xi)
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Obtain
clearance from the Board of the Group prior to dealing in publicly traded shares, whether
presently or in the future, in affiliated Group companies and adhere to the Insider Trading
Policy as adopted by the Company.
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(a)
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Your
starting salary will be
HKD 140,000
(Hong Kong Dollars One Hundred Forty Thousand) per month, paid out in an equivalent
amount of thirteen (13) months per calendar year.
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(b)
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Annual
increment of your salary will be assessed on the basis of professional merit and the
Group’s performance, and is awarded at the discretion of the Board of Directors
of the Group and approved by the compensation committee.
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(c)
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With
completion of one full year’s service (or a pro-rata portion thereof if service
is less than one year), you may be entitled to a bonus as determined at the full discretion
of the Board of Directors of the Group and approval of the compensation committee. Any
bonus will only be payable only if you are still in the employment of the Company on
the bonus payment date which shall be payable in December or subsequent January of each
calendar year.
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APTUS Management Limited
Unit B, 17/F Guangdong Investment Tower,
148 Connaught Road Central, Hong Kong
Tel: (852) 2117 6611 ● Fax: (852)
2850 7286
You
shall be entitled to receive share bonuses with the amount, cap, timing of payouts, vesting rate and schedule, subject to the
full discretion of the Company and approval of the Board of the Group and the Compensation Committee. All terms and conditions
of share bonuses shall be assessed based on the overall financial position and performance of the Group, as well as your contribution
and performance upon rendering services by yourself during your Appointment under this Agreement. Any particulars associated to
your eligibility to share bonuses shall be definitively defined at a future date as mutually agreed upon between yourself and
the Board of Directors of the Group, and as approved by the Compensation Committee.
You
shall be entitled to participate in the share option plans of the Company subject to the ongoing effect of your Appointments.
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8.
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Expense
Reimbursements
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The
Company will reimburse reasonable travelling, hotel and other expenses incurred by you in connection with the Company’s
business on production of appropriate receipts. This shall include full reimbursement of up to 4 trips per year that relate to
you attending international conferences in order to update and maintain relevant knowledge and skillset on your part in order
for you to effectively carry out the accountabilities of your Role with the Company.
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9.
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Onboarding
Reimbursements
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(a)
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The
Company shall reimburse you for your loss of contract-end gratitude as offered by your previous contract employment for a completed
3 year term from 19 August 2016 to 18 August 2019. The foregone gratitude is calculated as 15% of your entitled salary over the
same 3 year term; That is HKD [3,105,835.20] x 15% = HKD 465,875.30.
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(b)
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Should
your previous employer penalize you due to an early termination of your employment contract,
or for providing an insufficient notice period by you upon your resignation, the Company
shall reimburse your cost outlay in relation to your financial penalty incurred and due
to your previous employer up to a value equivalent to 1 month of your monthly salary
earned from your previous employment at the time of your resignation.
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APTUS Management Limited
Unit B, 17/F Guangdong Investment Tower,
148 Connaught Road Central, Hong Kong
Tel: (852) 2117 6611 ● Fax: (852)
2850 7286
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10.
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Mandatory
Provident Fund
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You
will be entitled to become a member of AML’s standard Mandatory Provident Fund scheme in accordance with the Company’s
policy and the statutory requirements.
You
will be admitted to the Group’s Medical scheme, which provides reimbursement of hospitalization, major medical, outpatient,
and dental expenses (“Medical Coverage”) in accordance with the terms of the scheme, as well as a standard life insurance
coverage. Your role shall entitle you and your immediate family to the highest Medical Coverage bracket available to the Group’s
management personnel, while life insurance coverage is offered to you as an employee of the Company. The service provider and
scheme for the above said coverage may be subject to review or alteration in alignment to Group business needs and conditions.
The
Company shall further grant you and your dependent spouse “retirement” Medical Coverage, as pursuant to the service
provider and scheme enlisted by the Company at the time, up until the age of 70 years old, under the condition that you are employed
as a full-time employee of the Company until the age of 60 or more.
The
Company encourages and grants you the right to publish findings derived from research conducted by you during the term of your
employment with the Company subject to such publications being made only after provisional patent filing is completed on relevant
intellectual property (“IP”) for jurisdictions as required by the Company and as related to the IP generated from
your research. You are expected to consult the Board of the Group prior to any such said publication.
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13.
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Restriction
on Other Activities
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(a)
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During
your employment, you shall diligently and faithfully serve the Company and not act in any way which is in conflict with the interest
of the Group.
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(b)
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You
shall not during your employment be engaged or interested directly or indirectly in any
capacity in any other trade, business, occupation, or assignment outside the Company,
unless otherwise approved and consented by the Board of the Group in writing.
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(c)
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Consult
with the Chairman of the Board of the Group prior to accepting any other (or further)
directorships of companies or any major external appointments and promptly inform the
Board of acceptance of any such appointment.
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APTUS Management Limited
Unit B, 17/F Guangdong Investment Tower,
148 Connaught Road Central, Hong Kong
Tel: (852) 2117 6611 ● Fax: (852)
2850 7286
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14.
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Privacy
of Information
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(a)
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You
shall not except as authorized by the Company or required by your responsibilities reveal to any person or company any of the
trade secrets or any information concerning the organization, business, finances, transactions or affairs of the Group which may
come to your knowledge during your contract with the Group and shall keep with complete secrecy confidential information entrusted
to you and shall not use or attempt to use any such information in any manner which may injure or cause loss either directly or
indirectly to the Group or may be likely to do so. This restriction shall continue to apply if and when after the termination
of your appointment without limit in time.
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(b)
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You
shall not either during the period of your appointment or afterwards use or permit to
be used any books, documents, moneys, assets, records or other property belonging to
or relating to any dealings, affair or business of the Group other than for the benefit
of the Group. You shall immediately deliver and return to the Group all such books, documents,
monies, securities, records or other property which you then have or should have in your
possession upon termination of your appointment hereunder.
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(c)
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The
Company however, agrees to provide you with any information concerning areas of interest
and relevance of the Group as required by you in order to enable you to fulfill your
Roles with the Company.
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You
shall be entitled to an annual leave of thirty (30) working days (exclusive of statutory holidays) during each twelve-month period
to be taken at such time as the Group shall consider most convenient having regard to the requirements of the business of the
Companies. The said holiday shall not be accumulated beyond each twelve-month period and if not taken in full in any particular
period you shall not be entitled to salary or remuneration in lieu of taking such holiday.
You
shall be entitled to leave due to unforeseen sickness of two (2) days per month up to one hundred twenty days (120) per year in
accordance with the relevant employment regulations in Hong Kong.
Your
appointment as the Executive Director, Chief Executive Officer and the Chief Scientific Officer of the Company may be terminated:
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(a)
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By
you after giving the Company not less than three (3) months’ notice in writing;
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(b)
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By
the Company after giving you three (3) months’ notice in writing; or
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(c)
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By
the Company without notice or compensation in the event of your dishonesty, fraud, gross
negligence, willful default or refusal to carry out any lawful order or instructions,
or the repeated breach of any rules or regulations of the Company, or those as governed
by the laws of Hong Kong Special Administrative Region.
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APTUS Management Limited
Unit B, 17/F Guangdong Investment Tower,
148 Connaught Road Central, Hong Kong
Tel: (852) 2117 6611 ● Fax: (852)
2850 7286
Please
signify your acceptance of the above terms and conditions by signing and returning to us the enclosed duplicate copy of this letter.
Yours
faithfully,
For
and on behalf of
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APTUS MANAGEMENT LIMITED
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Agreed and accepted by:
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Name: Huen Chung Yuen Ian
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Name: Thomas Lee
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Position: Director & CEO
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Date
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Date
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7
Exhibit 10.2
NASDAQ:
APM
13
March 2019
Dr.
Lee Wai Yip (Thomas)
Present
Dear
Thomas,
Re:
New Appointment as Head of Research & Development
We
refer to the employment contract entered into between the Company and you dated 25 September 2017 and hereby inform you in writing,
effective 1 April 2019, you will be appointed as
Head of Research & Development
of Aptorum Group Limited (“the
Group”) whereas all other current employment terms and conditions remain unchanged.
Thank
you for your utmost efforts and contributions to the Group throughout the past year and wish you success in your new assignment.
Kindly
signify your understanding and acceptance of the new appointment by signing and returning the duplicate of this letter to the
Company.
Yours
truly,
APTUS
MANAGEMENT LIMITED
(A
member of Aptorum Group)
Huen
Chung Yuen Ian
Director
I
understand and accept the aforesaid new appointment and hereby acknowledge receipt of the copy of this letter.
Lee
Wai Yip (Thomas)
HKID
Date:
Exhibit 10.3
APTUS Management Limited
Unit B, 17/F Guangdong Investment Tower,
148 Connaught Road Central, Hong Kong
Tel: (852) 2117 6611 ● Fax: (852) 2850
7286
8
th
September 2017
Attn:
Ng Siu Yan
Dear
Ms. Ng,
Employment
Letter
We
are pleased and welcome your acceptance to be appointed as the Chief Operating Officer for
APTUS Therapeutics Limited (“ATL”
or the
“Company”)
. You shall be employed full-time under the hiring entity
APTUS Management Limited
(“AML”)
, an affiliated company of ATL, and both companies being wholly owned by APTUS Holdings Limited. The Company
is incorporated with limited liabilities under the laws of Cayman Islands and AML is duly incorporated with limited liabilities
in Hong Kong. The Company also has subsidiary companies in the Cayman Islands, Hong Kong, and Macau, whereby collectively, shall
be depicted as “APTUS” or the “Group”.
The
following letter seeks to illustrate the context of your employment under AML and appointment by ATL, and the terms and conditions
as set out herewith (the “Agreement”).
APTUS
and its affiliates focus on the licensing of, and acquisition of early stage preclinical assets with the intention to engage in
drug research, development, and commercialization purposes. Assets are acquired via open and public platforms such as the technology
transfer offices of accredited universities and academic institutions. In addition, the Group seeks to be a facilitator across
the financing spectrum for biotech companies, entrepreneurs, and commercializing agents, to bolster innovations adding value to
health care needs in the market place; and to assist in furthering the research capabilities of institutions the Group works with.
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2.
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Position
and Responsibilities
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(a)
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You
will be enlisted to act as the
Chief Operating Officer
for the Company (the “Role”).
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(b)
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You
shall report to Mr. Ian Huen, the Chief Executive Officer and Executive Director of the
Group.
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(c)
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As
the Chief Operating Officer of the Company, you shall be responsible towards overseeing
the ongoing operations, administration, and procedures of the Company, including but
not limited to the development of operational strategies, metrics tied to such strategies,
and the ongoing development and monitoring of control systems designed to enhance corporate
procedures and results.
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(d)
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You
shall be expected to oversee, manage, and motivate the staff of operations and execution
teams to execute and achieve department milestones and targets, while collaborating with
other members of the Company to further Group objectives.
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APTUS Management Limited
Unit B, 17/F Guangdong Investment Tower,
148 Connaught Road Central, Hong Kong
Tel: (852) 2117 6611 ● Fax: (852) 2850
7286
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(e)
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Your
principal accountabilities include:
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(i)
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Overseeing
the day-to-day operations of the business of the Company; whether realizing your duties offsite at the premises of The University
of Hong Kong, the premises of the Company and its facilities, or wherever reasonably sought of or required by you to perform the
duties of your Role.
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(ii)
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Assist
the CEO in developing long term business strategies of the Company and its subsidiaries;
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(iii)
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Assist
the CEO in interfacing and coordinating third party counterparties, in particular Government
departments, public servants, academic community and institutions, during multifaceted
negotiations between relevant parties when engaging in matters including, but not limited
to, intellectual property licensing, sponsored and contract research, Government grants
and funding schemes.
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(iv)
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Participate
in key decisions and oversee the transaction processing systems, implement operational
best practices across the Company and its subsidiaries.
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(v)
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Maintain
relationships with academic, public, and private sectors and institutions; represent
the Company and the Group when engaging academics and public servants where relevant.
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(f)
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You
are expected to fulfill operational and leadership duties as requested by the Chief Executive
Officer, the Company, the shareholders of the Company, and members of the Executive and
Non-Executive Board, on a day-to-day basis during official office hours where necessary.
Your contribution shall be vital and appreciated in regards to the execution of business
decisions made by the Executive Board.
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(i)
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Observe
and comply with all statutory rules, and regulations where applicable as governed by
the internal policies and guidelines of the Company, and the laws of Hong Kong Special
Administrative Region;
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(ii)
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Provide
traceable contact during and after office hours, on weekdays and weekends, or during
public holidays, whereby your availability may occasionally and reasonably be sought.
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Your
official date of appointment as the Chief Operating Officer of the Company shall commence on
18
th
September 2017
(“Effective Date”), as mutually agreed upon between yourself and the Executive Board of Directors of the Company.
APTUS Management Limited
Unit B, 17/F Guangdong Investment Tower,
148 Connaught Road Central, Hong Kong
Tel: (852) 2117 6611 ● Fax: (852) 2850
7286
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(a)
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Your
starting salary will be
HKD 60,000
(Hong Kong Dollars Sixty Thousand) per month, paid out in an equivalent amount of thirteen
months per calendar year.
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(b)
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Annual
increment of your salary will be assessed on the basis of professional merit and the
Group’s performance, and is awarded at the discretion of the Board of Directors
of the Company and approved by the remuneration committee.
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(c)
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With
completion of one full year’s service (or a pro-rata portion thereof if service
is less than one year), you may be entitled to a bonus as determined at the full discretion
of the Board of Directors of the Company and approval of the remuneration committee.
Any bonus will only be payable only if you are still in the employment of the Company
on the bonus payment date which shall be payable in December or subsequent January of
each calendar year.
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|
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5.
|
Mandatory
Provident Fund
|
You
will be entitled to become a member of AML’s standard Mandatory Provident Fund scheme in accordance with the Company’s
policy and the statutory requirements.
You
will be admitted to the Group’s Medical scheme, which provides reimbursement of consultation and hospitalization expenses
in accordance with the terms of the scheme. Your role shall entitle you and your immediate family to the highest coverage bracket
available to the Group’s management personnel, where the service provider and scheme may be subject to review or alteration
in alignment to Group business needs and conditions.
|
|
7.
|
Privacy
of Information
|
|
|
(a)
|
You
shall not except as authorized by the Company or required by your responsibilities reveal to any person or company any of the
trade secrets or any information concerning the organization, business, finances, transactions or affairs of the Group which may
come to your knowledge during your contract with the Group and shall keep with complete secrecy confidential information entrusted
to you and shall not use or attempt to use any such information in any manner which may injure or cause loss either directly or
indirectly to the Group or may be likely to do so. This restriction shall continue to apply if and when after the termination
of your appointment without limit in time.
|
|
|
(b)
|
You
shall not either during the period of your appointment or afterwards use or permit to
be used any books, documents, moneys, assets, records or other property belonging to
or relating to any dealings, affair or business of the Group other than for the benefit
of the Group. You shall immediately deliver and return to the Group all such books, documents,
monies, securities, records or other property which you then have or should have in your
possession upon termination of your appointment hereunder.
|
|
|
(c)
|
The
Company however, agrees to provide you with any information concerning areas of interest
and relevance of the Group as required by you in order to enable you to fulfill your
role as the Chief Operating Officer of the Company.
|
APTUS Management Limited
Unit B, 17/F Guangdong Investment Tower,
148 Connaught Road Central, Hong Kong
Tel: (852) 2117 6611 ● Fax: (852) 2850
7286
You
shall be entitled to an annual leave of 25 working days (exclusive of statutory holidays) during each twelve-month period to be
taken at such time as the Group shall consider most convenient having regard to the requirements of the business of the Companies.
The said holiday shall not be accumulated beyond each twelve-month period and if not taken in full in any particular period you
shall not be entitled to salary or remuneration in lieu of taking such holiday.
Your
appointment as the Chief Operating Officer of the Company may be terminated:
|
|
(a)
|
By
you after giving the Company not less than three (3) months’ notice in writing;
|
|
|
(b)
|
By
the Company after giving you three (3) months’ notice in writing; or
|
|
|
(c)
|
By
the Company without notice or compensation in the event of your dishonesty, fraud, gross
negligence, willful default or refusal to carry out any lawful order or instructions,
or the repeated breach of any rules or regulations of the Company, or those as governed
by the laws of Hong Kong Special Administrative Region.
|
Please
signify your acceptance of the above terms and conditions by signing and returning to us the enclosed duplicate copy of this letter.
Yours
faithfully,
For
and on behalf of
|
APTUS
MANAGEMENT LIMITED
|
|
Agreed
and accepted by:
|
|
|
|
|
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|
|
|
|
Name: Huen
Chung Yuen Ian
|
|
Name: Ng Siu
Yan
|
|
Position: Director & CEO
|
|
|
|
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|
Date
|
|
Date
|
4
Exhibit
10.4
NASDAQ:
APM
13
March 2019
Dr.
Ng Siu Yan (Angel)
Present
Dear
Angel,
Re:
New Appointment as Chief Operating Officer
We
refer to the employment contract entered into between the Company and you dated 8 September 2017 and hereby inform you in writing,
effective 1 April 2019, you will be appointed as
Chief Operating Officer
of Aptorum Group Limited (“the Group”)
whereas all other current employment terms and conditions remain unchanged.
Thank
you for your utmost efforts and contributions to the Group throughout the past year and wish you success in your new assignment.
Kindly
signify your understanding and acceptance of the new appointment by signing and returning the duplicate of this letter to the
Company.
Yours
truly,
APTUS
MANAGEMENT LIMITED
(A
member of Aptorum Group)
Huen
Chung Yuen Ian
Director
I
understand and accept the aforesaid new appointment and hereby acknowledge receipt of the copy of this letter.
Ng
Siu Yan (Angel)
HKID
Date:
Exhibit 99.1
Aptorum
Group Limited
17/F
Guangdong Investment Tower, 148 Connaught Road Central, Hong Kong
Tel:
(852) 2117 6611 ● Fax: (852) 2850 7286
Aptorum
Group Limited Announces Appointment of Head of R&D and Chief Operating Officer
Hong
Kong, April 1, 2019
Aptorum
Group Limited (Nasdaq: APM) (“Aptorum”) announced today, the appointment of Dr. Thomas Wai-yip Lee as Head of Research
and Development (“Head of R&D”) and Dr. Angel Siu-yan Ng as Chief Operating Officer (“COO”) of Aptorum,
effective on April 1, 2019.
Dr.
Thomas Lee joined Aptorum in January 2018 as the Chief Executive Officer and Chief Scientific Officer of Aptorum Therapeutics
Limited, a wholly-owned subsidiary of Aptorum. Before joining Aptorum, Dr. Lee was an Assistant Professor at the School of Pharmacy
at The Chinese University of Hong Kong. His key area of research involves drug delivery with specialties on formulation development
of poorly soluble compounds, oral delivery, nanotechnology, and similar fields. Prior to academia, Dr. Lee accumulated big-pharma
experience from spending a decade at two global pharmaceutical companies in the U.S.
Dr.
Angel Ng joined Aptorum in September 2017 as Chief Operating Officer of Aptorum Therapeutics Limited. Dr. Ng leads Aptorum and
its subsidiary companies’ operations and business strategies. Dr. Ng has extensive experience in project management with
Innovation and Technology government funds and academic institutions. She also worked on technology transfer and commercialization
for research and development projects.
At
the same time, Dr. Keith Kwei-hang Chan, Chief Scientific Officer (“CSO”) of Aptorum, will transition to serve as
a key member of our newly formed Scientific Advisory Board, effective on April 1, 2019.
“I
am pleased to announce the expansion of our management team. Dr. Lee has gained solid research and development experience from
academia and big pharma, and Dr. Ng has extensive experience in operations and project management. Their expertise and experience
will be most invaluable in advancing Aptorum’s pipeline.” said Mr. Ian Huen, the Founder, Executive Director and Chief
Executive Officer of Aptorum. “We also thank Dr. Chan for his significant contributions to Aptorum during his term as CSO,
and for his continuous support to Aptorum’s development by serving on the Scientific Advisory Board.”
About
Aptorum Group Limited
We
are a Hong Kong based pharmaceutical company currently in the preclinical stage, dedicated to developing and commercializing a
broad range of therapeutic and diagnostic technologies to tackle unmet medical needs. We are pursuing therapeutic and diagnostic
projects in neurology, infectious diseases, gastroenterology, oncology and other disease areas. We also have projects focused
on non-therapeutic area such as surgical robotics as well as the operations of our medical clinic in Hong Kong, Talem Medical,
with the initial focus on treatment of chronic diseases resulting from modern sedentary lifestyles and aging population.
For
more information about the Company, please visit www.aptorumgroup.com.
Aptorum Group Limited
17/F Guangdong Investment Tower, 148 Connaught
Road Central, Hong Kong
Tel: (852) 2117 6611 ● Fax: (852) 2850 7286
Contact
Investor
relations:
Tel:
+852 2117 6611
Email:
investor.relations@aptorumgroup.com
Media:
Tel:
+ 852 2117 6611
Email:
info@aptorumgroup.com
Forward-Looking
Statements
This
press release includes statements concerning Aptorum Group Limited and its future expectations, plans and prospects that constitute
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. For this
purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements.
In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,”
“plans,” “anticipates,” “could,” “intends,” “target,” “projects,”
“contemplates,” “believes,” “estimates,” “predicts,” “potential,”
or “continue,” or the negative of these terms or other similar expressions. Aptorum has based these forward-looking
statements largely on its current expectations and projections about future events and trends that it believes may affect its
business, financial condition and results of operations. These forward-looking statements speak only as of the date of this press
release and are subject to a number of risks, uncertainties and assumptions including, without limitation, risks related to its
announced management and organizational changes, the continued service and availability of key personnel, its ability to expand
its product assortments by offering additional products for additional consumer segments, the company’s anticipated growth
strategies, anticipated trends and challenges in its business, and its expectations regarding, and the stability of, its supply
chain, and the risks more fully described in Aptorum’s Prospectus (File No. 333-227198) filed with the U.S. Securities and
Exchange Commission (the “SEC”) on December 4, 2018 and other filings that Aptorum may make with the SEC in the future.
Aptorum assumes no obligation to update any forward-looking statements contained in this press release as a result of new information,
future events or otherwise.