Genscript Biotech Corporation — Capital/Financing Update 2021

Sep 5, 2021

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong 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.

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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)

COMPLETION OF DISCLOSEABLE TRANSACTION IN RELATION TO THE DEEMED DISPOSAL OF EQUITY INTEREST IN PROBIO CAYMAN

Reference is made to the announcements of Genscript Biotech Corporation (the “ Company ”) dated 14 May 2021, 7 June 2021 and 19 August 2021 in relation to, among others, the purchase of shares and deemed disposal of equity interest in Probio Cayman in relation to the Purchase (the “ Announcement ”). Unless otherwise stated, capitalized terms used herein shall bear the same meanings as defined in the Announcement.

The Board is pleased to announce that all of the conditions of the Purchase Agreement have been fulfilled and completion took place on 3 September 2021 (after trading hours, Hong Kong time). Upon completion, the Investors hold 300,000,000 Series A Preferred Shares of Probio Cayman and the Probio Warrant to subscribe for and purchase the Probio Shares.

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The shareholding structure of Probio Cayman immediately before and after the Closing is set out below:

Name of shareholdersGenscript Biotech Corporationand its wholly-ownedsubsidiary Probio BVI(1)InvestorsThe ESOP(2)Total	ProbioShares1,460,000,000—310,588,2351,770,588,235	Series APreferredShares—300,000,000—300,000,000	Shareholdingpercentageimmediatelyprior to theClosing(3)100%——100.00%	Shareholdingpercentageimmediatelyafter theClosing(4)82.95%17.05%—100.00%	Shareholdingpercentageimmediatelyafter theClosing(assumingall the ESOPShares havebeen allottedand issued)(5)70.51%14.49%15.00%100.00%	Shareholdingpercentageimmediatelyafter theClosing(assuming thefull exerciseof the ProbioWarrant)(6)74.90%25.10%—100.00%	Shareholdingpercentageimmediatelyafter theClosing(assuming thefull exerciseof the ProbioWarrant andall the ESOPShares havebeen allottedand issued)(7)64.60%21.66%13.74%100.00%	Shareholdingpercentageimmediatelyafter theClosing(assuming thefull exerciseof the ProbioWarrantand theConvertibleBond)(8)76.19%(8)23.81%—100.00%	Shareholdingpercentageimmediatelyafter theClosing(assuming thefull exerciseof the ProbioWarrantand theConvertibleBond and allthe ESOPShares havebeen allottedand issued)on a fully-dilutedbasis(9)66.19%(9)20.68%13.13%100.00%

Notes:

• (1) Immediately prior to the Closing, Probio Cayman is wholly owned by Probio BVI, which in turn is wholly owned by the Company.

• (2) The employee stock ownership plan (the “ ESOP ”) includes restricted share unit award scheme of Probio Cayman adopted and approved by Probio Cayman on 3 September 2021, pursuant to which a maximum of 310,588,235 Probio Shares may be issued pursuant to the vesting of the restricted share units that may be granted thereunder. As at the date of this announcement, no ESOP Shares have been awarded.

• (3) Immediately prior to the Closing, Probio Cayman is wholly owned by Probio BVI, which in turn is wholly owned by the Company.

• (4) Immediately after the Closing and without taking into account the future allotment and issuance of the ESOP Shares.

• (5) Immediately after the Closing and assuming all the ESOP Shares have been allotted and issued.

• (6) Immediately after the Closing without taking into account the future allotment and issuance of the ESOP Shares and assuming the Probio Warrant has been fully exercised.

• (7) Immediately after the Closing and assuming (i) all the ESOP Shares have been allotted and issued and (ii) the Probio Warrant has been fully exercised.

• (8) Immediately after the Closing without taking into account the future allotment and issuance of the ESOP Shares and assuming (i) the Probio Warrant has been fully exercised, and (ii) the Convertible Bond has been fully converted into the Probio Shares, whereupon Probio Cayman shall be directly owned as to 5.16% by the Company.

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• (9) Immediately after the Closing and assuming (i) all the ESOP Shares have been allotted and issued, (ii) the Probio Warrant has been fully exercised, and (iii) the Convertible Bonds has been fully converted into the Probio Shares, whereupon Probio Cayman shall be directly owned as to 4.48% by the Company.

By order of the Board GenScript Biotech Corporation MENG Jiange Chairman and Executive Director

Hong Kong, 5 September 2021

As at the date of this announcement, the executive Directors are Mr. Meng Jiange, Ms. Wang Ye and Dr. Zhu Li; the nonexecutive Directors are Dr. Wang Luquan, Mr. Pan Yuexin and Ms. Wang Jiafen; and the independent non-executive Directors are Mr. Guo Hongxin, Mr. Dai Zumian, Mr. Pan Jiuan and Dr. Wang Xuehai.

• For identification purposes only

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