RemeGen Co., Ltd. — AGM Information 2021

May 13, 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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RemeGen Co., Ltd.[*] 榮 昌 生 物 製 藥（ 煙 台 ）股 份 有 限 公 司 (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 9995)

NOTICE OF THE 2021 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2021 second extraordinary general meeting (the ‘‘EGM’’) of RemeGen Co., Ltd. (the ‘‘Company’’, together with its subsidiaries, the ‘‘Group’’) will be held immediately after the conclusion of the annual general meeting of the Company held at 2 p.m. on Tuesday, June 1, 2021 at 58 Middle Beijing Road, Yantai Development Zone, Yantai Area of Shandong Pilot Free Trade Zone, PRC or at any adjustment thereof for the purpose of considering and, if thought fit, passing the following resolutions (with or without amendments). Unless otherwise indicated, capitalised terms used herein shall have the same meanings as ascribed to them in the circular dated May 14, 2021 issued by the Company (the ‘‘Circular’’).

SPECIAL RESOLUTIONS

1. To consider and approve the fulfillment by the Company of the requirements for initial public offering of A Shares and listing on the Sci-Tech Board.

2. To consider and approve the proposed Issue of A Shares as follows (each and every items as a separate resolution):

3. i. Class of new Shares to be issued: Ordinary Shares (A Shares).

4. ii. Place of listing: All A Shares will be listed and traded on the Sci-Tech Board.

5. iii. Nominal value of new Shares to be issued: RMB1.00 each.

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• iv. Issue size: The Company proposes to issue not more than 54,426,301 new A Shares, representing approximately 11.11% of the issued Shares of the Company as of the Latest Practicable Date, and approximately 10% of the enlarged issued Shares upon completion of the Issue of A Shares. The Issue of A Shares only involves issue of new Shares, and will not involve sale of Shares by existing shareholders. The final issue size will be determined by the Board after consultation with the lead underwriter(s) according to the authorization (if granted at the EGM and the Class Meetings), and be subject to final number of A Shares registered by the CSRC. No over-allotment option will be granted under the Proposed Issue of A Shares.

• v. Target subscribers: Investors who fulfill the relevant rules and requirements relating to the Sci-Tech Board published by the Shanghai Stock Exchange and the CSRC (excluding those in respect of which subscription has been prohibited by laws, regulations and regulatory documents of the PRC).

• vi. Method of issuance: The Issue of A Shares will be conducted through a combination of off-line placement to the price consultation participants and offering by way of on-line subscription by public investors, or other methods of issuance approved by the securities regulatory authorities (including but not limited to offering to strategic investors).

• vii. Method of underwriting: The Issue of A Shares will be underwritten by the sponsor(s) and underwriter(s) by way of standby commitment.

• viii. Pricing methodology: The issue price for the A Shares will be determined by the Company and the lead underwriter(s) in accordance with applicable laws and regulations, or by other pricing methods recognized by the CSRC and the Shanghai Stock Exchange.

• ix. Schedule of issuance: The Company will proceed with the Issue within 12 months after the Shanghai Stock Exchange issues the approval opinion and CSRC approves the Issue. The Board and the lead underwriter(s) will determine the listing date for the A Shares after the CSRC agrees to the registration of the A Shares and after completion of the offering.

• x. Validity period of the resolutions: The resolutions will be valid for a period of 12 months from the date of approval at the EGM and the Class Meetings.

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1. To consider and approve the investment projects to be funded by the proceeds raised from the Issue of A Shares and feasibility analysis. The proceeds raised by the Company from the proposed Issue of A Shares will be used for the following projects after deducting the issuance expenses:

No. Project name Current Status 1 Industrialization of Biologics (生物新藥產業化項目) Commenced pre- construction works 2 Research and Development of Anticancer Antibodies (抗腫瘤 抗體新藥研發項目) Ongoing (including the phase Ib/II/III trials of RC48 for different indications which are currently under patient recruitment, the phase I trial of RC88 which is under patient recruitment, and the phase I trials of RC98 and RC108) 3 Research and Development of Antibodies Targeting Autoimmune and Ophthalmic Diseases (自身免疫及眼科疾病 抗體新藥研發項目) Ongoing (including the post-commercialisation confirmatory trial of RC18 for SLE and the Phase II/III trials of RC18 for other indications, the Phase Ib trial of RC28 for wAMD and phase II trials of RC28 for other indications which are under patient recruitment) 4 Working Capital N/A Total

Proposed investment amount from proceeds raised (RMB) 1,600,000,000 853,300,000 346,700,000 1,200,000,000

4,000,000,000

Note:Final names of the Projects shall be based upon names approved by or filed with (if required) the government authorities.

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Before the proceeds raised from the Issue of A Shares are in place, the Company may make an initial investment with its own funds according to the needs of the projects, and after the proceeds raised are in place, the Company can replace the initial investment funds with the proceeds raised from the Issue of A Shares.

After the proceeds raised from the Issue of A Shares are in place, if the net proceeds actually raised (after deducting the issuance expenses) are less than the total amount of proceeds to be invested, the shortfall shall be covered by the Company with its own funds. If the proceeds raised from this issuance exceeds the capital requirements of the projects, the surplus amount will be mainly used for general corporate and working capital purposes.

The Company believes that there are good prospects for abovementioned projects which are complementary to the current businesses of the Company. The projects are also in line with the relevant national policies, environmental policies and other relevant laws and regulations. The projects and amounts of proceeds are appropriate for the current business size, financial status, technology standard and management capability of the Company. The proposed use of proceeds are in the interests of the Company and the Shareholders as a whole and are feasible.

1. To consider and approve the proposal for accumulated profit distribution and the plan for undertaking unrecovered losses prior to the Issue of A Shares:

As of the Latest Practicable Date, the Company has no undistributed accumulated profit. If the Company has undistributed accumulated profit or unrecovered losses before the Issue of A Shares and listing on the Sci-Tech Board, then it is proposed that the new and existing Shareholders shall share such profit or bear such losses in proportion to their respective shareholdings after the Issue of A Shares and listing on the Sci-Tech Board.

1. To consider and approve the Company’s share price stabilization plan and restraining measures within three years after the initial public offering of A Shares and listing on the Sci-Tech Board.

2. To consider and approve the Company’s three-year dividend distribution plan for Shareholders after initial public offering of A Shares and listing on the Sci-Tech Board.

3. To consider and approve the analysis on dilution on immediate return by initial public offering of A Shares and recovery measures for the immediate return.

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1. To consider and approve the undertakings and restraining measures relating to the Issue of A Shares and listing on the Sci-Tech Board, and to authorize the Board to make appropriate undertakings for the purpose of the Issue of A Shares in accordance with the laws, regulations and regulatory documents of the PRC, the relevant regulations and policies of the securities regulatory departments, and combining the review for listing on the Sci-Tech Board in practice and the actual situation of the Company.

2. To consider and approve the authorization to the Board of Directors to fully handle matters in connection with the proposed Issue of A Shares and the listing on the SciTech Board.

The authorization proposed to be granted to the Board shall include without limitation:

• i. The formulation and implementation of the specific proposals for this issuance, including but not limited to specific matters such as issue size, target subscribers, method of issuance, timing of issuance, pricing methodology and issue price, in accordance with laws and regulations, the relevant requirements of securities regulatory authorities and the securities market conditions, and within the framework and in accordance with the principles adopted by the Shareholders at the EGM and the Class Meetings.

• ii. The performance of all procedures relating to the Proposed Issue of A Shares and listing on the Sci-Tech Board, including the procedures relating to registration, approval, registration, review, filing with the relevant regulatory authorities, and to sign, execute, amend and complete all necessary documents to be submitted to the government, authority and organization.

• iii. The preparation, amendment, signing, submission, publication, disclosure, implementation, suspension and termination of all agreements, contracts, announcement or other documents and relating to this issuance and listing (including but not limited to the prospectus for the Issue of A Shares and listing on the Sci-Tech Board, relevant agreements for related (connected) transactions, sponsoring agreement, underwriting agreement, strategic placement agreements, listing agreement, engagement agreements of intermediaries), the engagement of sponsor(s), underwriter(s), legal adviser(s), auditing firm(s), asset valuer(s), receiving bank(s) and other in involved intermediaries this issuance and listing, and the determination and payment of all expenses relating to this issuance and listing.

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• iv. The necessary supplement and amendment to the Articles (draft) and the internal management policies of the Company, the ‘‘Plan for Stabilization of Price of A Shares within Three Years After the Initial Public Offering of A Shares and Listing on the Sci-Tech Board’’, the ‘‘Three-Year Dividend Distribution Plan for Shareholders after the Initial Public Offering of A Shares and Listing on the SciTech Board’’, the ‘‘Analysis on Dilution on Immediate Return by the Initial Public Offering of A Shares and Recovery Measures for the Immediate Return’’ and other application documents and undertakings by the Company according to the applicable laws and regulations, requirements and suggestions of the relevant securities regulatory authorities or according to the actual conditions of this issuance.

• v. The appropriate adjustments to be made to the relevant matters of the investment projects funded by the proceeds raised according to the implementation process of this issuance and listing, market conditions, policy adjustments and comments of the relevant securities regulatory authorities, including but not limited to the confirmation of the process of the investment projects, the allocation of funds when applying the proceeds raised, the confirmation of a special deposit account for the proceeds raised, etc., so long as such adjustments comply with applicable laws.

• vi. According to the implementation process of this issuance, handling the matters of registration and filing of change in registered capital with the Administration for Market Regulation (市場監督管理局) and relevant regulatory authorities, handling the matters of listing of the A Shares on the Shanghai Stock Exchange and settlement of shareholdings at the China Securities Depository and Clearing Co., Ltd. (including but not limited to the registration, circulation and lock-up of shares).

• vii. To the extent permitted by relevant laws, regulations and regulatory documents, the handling of other matters considered to be necessary, desirable or appropriate for this issuance and listing.

The above authorization, if approved, shall be valid for a period of 12 months from the date of approval at the EGM and the Class Meetings.

Among the authorization matters mentioned above, except for items which are specifically required by laws, regulations, regulatory documents and securities regulatory and administrative institutions to be approved by resolutions of the Board of Directors, the other items may be exercised directly by the Chairman of the Board of Directors or his duly authorized persons on behalf of the Board of Directors.

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1. To consider and approve the engagement of intermediaries, including Huatai United Securities Co., Ltd. (華泰聯合證券有限責任公司) as the sponsor/lead underwriter, King & Wood Mallesons (北京市金杜律師事務所) as the legal adviser to the Company as to PRC laws, and Ernst & Young Hua Ming LLP (安永華明會計師事務所(特殊普通 合夥)) as the auditor, for the Proposed Issue of A Shares and listing.

2. To consider and approve the status of major transactions with related parties during the reporting period (i.e. the years ended December 31, 2018, 2019 and 2020).

3. To consider and approve the proposed amendments to the Articles in respect of the Issue of A Shares.

4. To consider and approve the amendments to or adoption of each of the following internal management policies:

5. a) the ‘‘Rules of Procedures for the Meeting of Shareholders’’;

6. b) the ‘‘Rules of Procedures for the Board of Directors’’;

7. c) the ‘‘Rules of Procedures for the Supervisory Committee’’; and

8. d) the ‘‘Terms of Reference for Independent Non-Executive Directors’’.

9. To consider and approve the ‘‘Report on the Use of Proceeds Raised in Previous Offering by RemeGen Co., Ltd.’’.

ORDINARY RESOLUTIONS

1. To consider and approve the uncovered deficit of the Company amounting to one-third of the total share capital:

2. As at December 31, 2020, the accumulated loss of the Company was RMB619,708,670.96 and the total share capital of the Company was RMB489,836,702.

3. To consider and approve the amendments to or adoption of each of the following internal management policies:

4. a) the ‘‘Management Policies for Related (Connected) Transactions’’;

5. b) the ‘‘Management Policies for External Guarantees’’;

6. c) the ‘‘Management Policies for External Investment’’;

7. d) the ‘‘Management Policies for Funds Transfers with Related Parties’’;

8. e) the ‘‘Management Policies on Material Transactions’’; and

9. f) the ‘‘Management Policies for Raised Proceeds’’.

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1. To consider and approve the appointment of Dr. Ma Lan as an independent nonexecutive Director of the Company.

By order of the Board RemeGen Co., Ltd.* 榮昌生物製藥(煙台)股份有限公司 Mr. Wang Weidong

Chairman and executive director

Yantai, the PRC May 14, 2021

Notes:

1. All resolutions at the EGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The results of the poll will be published on the websites of the Company at www.remegen.cn and Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the EGM.

2. Any shareholder entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a shareholder of the Company.

3. In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be completed and returned to the Company’s headquarters and registered office in the PRC (for holders of domestic shares and unlisted foreign shares) or the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H shares), at least 24 hours before the EGM (i.e. before 2 p.m. on Monday, May 31, 2021) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude a shareholder from attending and voting at the EGM or any adjourned meeting thereof should he/she so wish.

4. For the purpose of determining the list of holders of H shares who are entitled to attend the EGM, the H share register of members of the Company has been scheduled to close from Sunday, May 2, 2021 to Tuesday, June 1, 2021, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, unregistered holders of the shares shall ensure all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, April 30, 2021 for registration.

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1. Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the EGM, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall alone be entitled to vote in respect thereof.

2. A shareholder or his/her proxy should produce proof of identity when attending the EGM.

3. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses. Shareholders may contact the Investor Relations Department of the Company at +86–0535–3573598 or IR@REMEGEN.CN for any enquiries in respect of the EGM.

As at the date of this notice, the board of directors of the Company comprises Mr. Wang Weidong, Dr. Fang Jianmin, Dr. He Ruyi and Mr. Lin Jian as executive directors, Dr. Wang Liqiang and Dr. Su Xiaodi as non-executive directors, and Ms. Yu Shanshan, Mr. Hao Xianjing and Dr. Lorne Alan Babiuk as independent non-executive directors.

• For identification purposes only

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