Genscript Biotech Corporation — Capital/Financing Update 2016

Jan 21, 2016

Unless otherwise defined herein, capitalized terms in this announcement shall have the same meanings as those defined in the prospectus dated 17 December 2015 issued by Genscript Biotech Corporation (the “ Company ”).

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement is made pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong) and is for information purposes only and does not constitute an offer or an invitation by any person to acquire, purchase or subscribe for securities of the Company.

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Offer Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended from time to time (the “ U.S. Securities Act ”). The securities may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the U.S. Securities Act. There will be no public offer of securities in the United States. Any offering of securities to be made in the United States will be made solely to qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act pursuant to an exemption from the registration requirements under the U.S. Securities Act and by means of an offering memorandum that may be obtained from the issuer and that will contain detailed information about the Company and management, as well as financial statements. The Offer Shares are also being offered and sold outside the United States as offshore transactions in accordance with Regulation S under the U.S. Securities Act.

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Genscript Biotech Corporation 金斯瑞生物科技股份有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1548)

FULL EXERCISE OF OVER-ALLOTMENT OPTION, STABILIZING ACTIONS AND END OF STABILIZATION PERIOD

FULL EXERCISE OF THE OVER-ALLOTMENT OPTION

The Company announces that the Over-allotment Option was fully exercised by the Joint Global Coordinators, on behalf of the International Underwriters, on 21 January 2016 in respect of an aggregate of 60,000,000 Shares (the “ Over-allotment Shares ”), representing 15% of the total number of Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option, to facilitate the return of the 60,000,000 Shares borrowed by the Stabilizing Manager from GS Corp under the Stock Borrowing Agreement, which were used to cover over-allocations in the International Offering. The Over-allotment Shares will be allotted and issued by the Company at HK$1.31 per Share excluding brokerage of 1%, Stock Exchange trading fee of 0.005% and SFC transaction levy of 0.0027%, being the Offer Price under the Global Offering and are expected to be allotted and issued on 26 January 2016.

STABILIZING ACTIONS AND END OF STABILIZATION PERIOD

The Company further announces that the stabilization period in connection with the Global Offering ended on 21 January 2016, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering.

Stabilizing actions were undertaken by the Stabilizing Manager during the stabilization period, further information in relation to which is set out below.

This announcement is made pursuant to Section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong).

FULL EXERCISE OF OVER-ALLOTMENT OPTION

The Company announces that the Over-allotment Option was fully exercised by the Joint Global Coordinators, on behalf of the International Underwriters, on 21 January 2016 in respect of an aggregate of 60,000,000 Shares, representing 15% of the total number of Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option, to cover over-allocations in the International Offering.

• For identification purposes only

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The Over-allotment Shares will be allotted and issued by the Company at HK$1.31 per Share excluding brokerage of 1%, Stock Exchange trading fee of 0.005% and SFC transaction levy of 0.0027%, being the Offer Price under the Global Offering. The Over-allotment Shares are expected to be allotted and issued on 26 January 2016.

The Over-allotment Shares will be used to facilitate the return of the 60,000,000 Shares borrowed by the Stabilizing Manager from Genscript Corporation (“ GS Corp ”) under the Stock Borrowing Agreement (as defined below), which were used to cover over-allocations in the International Offering. Immediately after the allotment and issue by the Company of the Over-allotment Shares, approximately 27.7% of the issued share capital of the Company will be held by the public in compliance with Rule 8.08 of the Listing Rules.

Approval for the listing of and permission to deal in the Over-allotment Shares has already been granted by the Listing Committee of the Stock Exchange. Listing of and dealing in such Over-allotment Shares are expected to commence on the Main Board of the Stock Exchange at 9:00 a.m. on 26 January 2016.

The shareholding structure of the Company immediately before and immediately after the completion of the allotment and issue of the Over-allotment Shares is as follows:

	Shareholders GS Corp	Immediately before the allotment and issue of the Over-allotment Shares Number of Shares Approximate percentage of the Company’s issued share capital 848,502,024(1) 53.03%	Immediately before the allotment and issue of the Over-allotment Shares Number of Shares Approximate percentage of the Company’s issued share capital 848,502,024(1) 53.03%	Immediately after the allotment and issue of Over-allotment Shares Number of Shares Approximate percentage of the Company’s issued share capital 908,502,024(2) 54.73%	Immediately after the allotment and issue of Over-allotment Shares Number of Shares Approximate percentage of the Company’s issued share capital 908,502,024(2) 54.73%	Immediately after the allotment and issue of Over-allotment Shares Number of Shares Approximate percentage of the Company’s issued share capital 908,502,024(2) 54.73%	Immediately after the allotment and issue of Over-allotment Shares Number of Shares Approximate percentage of the Company’s issued share capital 908,502,024(2) 54.73%	Immediately after the allotment and issue of Over-allotment Shares Number of Shares Approximate percentage of the Company’s issued share capital 908,502,024(2) 54.73%
	KPCB China Fund KPCB China Founders Fund TBIG Healthcare	216,921,134 16,277,247 58299595	13.56% 1.02% 3.64%	216,921, 16,277, 58299	134	13.07 0.98 3.51	%
					247 595		% %
	Cornerstone Investor Stabilizing Manager Public TOTAL	,, 83,000,000 60,000,000 317,000,000 1,600,000,000	5.19% 3.75% 19.81% 100.00%	,, 83,000,000 0 377,000,000 1,660,000,000		5.00% 0.00% 22.71% 100.00%

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Notes:

• 1) Dr. Zhang Fangliang directly holds 40.59% of the shares of GS Corp and indirectly holds 23.05% of the Shares immediately before the allotment and issue of the Over-allotment Shares. Dr. Wang Luquan directly holds 23.235% of the shares of GS Corp and indirectly holds 13.19% of the Shares immediately before the allotment and issue of the Over-allotment Shares. Ms. Yongmei Wu directly holds 23.235% of the shares of GS Corp and indirectly holds 13.19% of the Shares immediately before the allotment and issue of the Over-allotment Shares. Ms. Wang Ye directly holds 11.76% of the shares of GS Corp and indirectly holds 6.68% of the Shares immediately before the allotment and issue of the Over-allotment Shares. Mr. Mu Yingjun directly holds 1.18% of the shares of GS Corp and indirectly holds 0.67% of the Shares immediately before the allotment and issue of the Over-allotment Shares.

• 2) Dr. Zhang Fangliang directly holds 40.59% of the shares of GS Corp and indirectly holds 22.21% of the Shares immediately after the allotment and issue of the Over-allotment Shares. Dr. Wang Luquan directly holds 23.235% of the shares of GS Corp and indirectly holds 12.72% of the Shares immediately after the allotment and issue of the Over-allotment Shares. Ms. Yongmei Wu directly holds 23.235% of the shares of GS Corp and indirectly holds 12.72% of the Shares immediately after the allotment and issue of the Overallotment Shares. Ms. Wang Ye directly holds 11.76% of the shares of GS Corp and indirectly holds 6.44% of the Shares immediately after the allotment and issue of the Over-allotment Shares. Mr. Mu Yingjun directly holds 1.18% of the shares of GS Corp and indirectly holds 0.64% of the Shares immediately after the allotment and issue of the Over-allotment Shares.

The additional net proceeds of approximately HK$76.2 million, after deducting the underwriting fees and commissions, from the issue of the Over-allotment Shares by the Company will be used for the purposes as set out in the section headed “Future Plans and Use of Proceeds” in the Prospectus.

STABILIZING ACTIONS AND END OF STABILIZATION PERIOD

The Company further announces that the stabilization period in connection with the Global Offering ended on 21 January 2016, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering.

The Company was informed by Haitong International Securities Company Limited, the Stabilizing Manager, that the stabilizing actions undertaken by the Stablizing Manager, its affiliates or any person acting for it during the stabilization period were:

• (i) over-allocation of an aggregate of 60,000,000 Shares in the International Offering, representing 15% of the Offer Shares initially offered under the Global Offering before any exercise of the Over-allotment Option;

• (ii) the borrowing of an aggregate of 60,000,000 Shares from GS Corp pursuant to the stock borrowing agreement dated 22 December 2015 between the Stabilization Manager and GS Corp to cover the over-allocations in the International Offering (the “ Stock Borrowing Agreement ”);

• (iii) successive purchases of an aggregate of 9,134,000 Shares in the price range of HK$1.25 to HK$1.31 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%) during the stabilization period;

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• (iv) the sale of an aggregate of 9,134,000 Shares in the price range of HK$1.50 to HK$1.76 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%) on the market during the stabilization period; and

• (v) the full exercise of the Over-allotment Option by the Joint Global Coordinators on behalf of the International Underwriters on 21 January 2016 in respect of 60,000,000 Shares, representing 15.0% of the total number of Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option, at the Offer Price to facilitate the return of the 60,000,000 Shares borrowed by the Stabilizing Manager from GS Corp under the Stock Borrowing Agreement, which were used to cover overallocations in the International Offering.

The last purchase made by the Stabilizing Manager on the market during the course of the stabilization period was on 18 January 2016 at the price of HK$1.29 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%).

The Company continues to comply with the public float requirements under Rule 8.08(1)(a) of the Listing Rules.

By Order of the Board Genscript Biotech Corporation Zhang Fangliang Chairman

Hong Kong, 21 January 2016

As at the date of this announcement, our executive Directors are Dr. ZHANG Fangliang, Ms. WANG Ye, and Mr. MENG Jiange; our non-executive Directors are Dr. WANG Luquan, Mr. HUANG Zuie-Chin, and Mr. PAN Yuexin; and our independent non-executive Directors are Mr. GUO Hongxin, Mr. DAI Zumian, and Ms. ZHANG Min.

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