RemeGen Co., Ltd. — Capital/Financing Update 2020

Dec 2, 2020

Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the prospectus dated Wednesday, October 28, 2020 (the “ Prospectus ”) issued by RemeGen Co., Ltd.* (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).

This announcement is for information purposes only and does not constitute an offer or an invitation to induce an offer by any person to sell, acquire, purchase or subscribe for any securities. Potential investors should read the Prospectus for detailed information about the Global Offering described below before deciding whether or not to invest in the H Shares.

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) or any other jurisdiction where such distribution is prohibited by law. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction. 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 ”) or securities law of any state or other jurisdiction of the United States and may not be offered, sold, pledged or transferred within the United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act. There will be no public offer of the Offer Shares in the United States. The Offer Shares are being offered and sold (1) solely to qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act pursuant to an exemption from registration under the U.S. Securities Act and (2) outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act.

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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)

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

• For identification purpose only

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FULL EXERCISE OF THE OVER-ALLOTMENT OPTION

The Company announces that the Over-allotment Option described in the Prospectus has been fully exercised by the Joint Global Coordinators, on behalf of the International Underwriters, on December 2, 2020, in respect of an aggregate of 11,480,500 H Shares (the “ Over-allotment Shares ”), representing 15% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option. The Over-allotment Shares will be allotted and issued by the Company at HK$52.10 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%), being the Offer Price per Share under the Global Offering.

STABILIZING ACTIONS AND END OF STABILIZATION PERIOD

The Company further announces that the stabilization period in connection with the Global Offering ended on December 2, 2020, being the 30th day after the last day for lodging applications under the Hong Kong Public Offering. Further information on the stabilizing actions undertaken by the Stabilization Manager during the stabilization period is set out in this announcement.

FULL EXERCISE OF THE OVER-ALLOTMENT OPTION

The Company announces that the Over-allotment Option described in the Prospectus has been fully exercised by the Joint Global Coordinators, on behalf of the International Underwriters, on December 2, 2020, in respect of an aggregate of 11,480,500 H Shares (the “ Over-allotment Shares ”), representing 15% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option. The Over-allotment Shares will be allotted and issued by the Company at HK$52.10 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%), being the Offer Price per Share under the Global Offering.

APPROVAL OF LISTING

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 dealings in the Overallotment Shares are expected to commence on the Main Board of the Stock Exchange at 9:00 a.m. on December 7, 2020.

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SHAREHOLDING STRUCTURE OF THE COMPANY UPON THE FULL EXERCISE OF THE OVER-ALLOTMENT OPTION

The shareholding structure of the Company immediately before and immediately after the completion of the full exercise of the Over-allotment Option is as follows:

ShareholdersDomestic SharesUnlisted Foreign SharesH SharesTotal	Immediatelybefore the allotment ofthe Over-allotment SharesNumber ofSharesApproximate% of theCompany’sissued sharecapital239,294,29150.02%132,193,53427.64%106,868,37722.34%478,356,202100.00%	Immediatelyafter the allotment ofthe Over-allotment SharesNumber ofSharesApproximate% of theCompany’sissued sharecapital239,294,29148.85%132,193,53426.99%118,348,87724.16%489,836,702100.00%	Immediatelyafter the allotment ofthe Over-allotment SharesNumber ofSharesApproximate% of theCompany’sissued sharecapital239,294,29148.85%132,193,53426.99%118,348,87724.16%489,836,702100.00%
			100.00%

USE OF PROCEEDS

The Company will receive additional net proceeds of approximately HK$574.16 million, after deduction of underwriting fees and commissions and estimated expenses payable by the Company in connection with the Global Offering, for 11,480,500 additional H Shares to be issued and allotted upon the exercise of the Over-allotment Option. The Company intends to utilize the additional net proceeds on a pro rata basis 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 December 2, 2020, being the 30th day after the last day for lodging applications under the Hong Kong Public Offering.

The stabilizing actions undertaken by Morgan Stanley Asia Limited, as Stabilization Manager, or any person acting for it during the stabilization period were:

• (1) over-allocations of an aggregate of 11,480,500 H Shares in the International Offering, representing 15% of the total number of the Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option); and

• (2) the full exercise of the Over-allotment Option by the Joint Global Coordinators, on behalf of the International Underwriters, on December 2, 2020, in respect of an aggregate of 11,480,500 H Shares, representing 15% of the total number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option), at HK$52.10 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%), being the Offer Price per Share under the Global Offering.

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PUBLIC FLOAT

The Stock Exchange has granted the Company a waiver from strict compliance with the requirement under Rule 8.08(1)(a) of the Listing Rules such that the minimum public float will be the higher of: (a) 22.34% and (b) such percentage of H Shares to be held by the public upon any exercise of the Over-allotment Option, of the enlarged issued share capital of the Company.

Immediately after the completion of the Global Offering and after the full exercise of the Overallotment Option, the number of H Shares in public hands represents approximately 24.16% of the total issued share capital of the Company which satisfies the minimum percentage prescribed in the conditions imposed in the waiver granted by the Stock Exchange from strict compliance with Rule 8.08(1) of the Listing Rules.

By order of the Board RemeGen Co., Ltd. WANG Weidong* Chairman

Hong Kong, December 2, 2020

As at the date of this announcement, the Board of Directors of the Company comprises Mr. WANG Weidong as Chairman and executive Director, Dr. FANG Jianmin, Dr. HE Ruyi, Mr. LIN Jian as executive Directors, Dr. WANG Liqiang, Dr. SU Xiaodi as non-executive Directors, and Ms.YU Shanshan, Mr. HAO Xianjing and Dr. Lorne Alan BABIUK as independent nonexecutive Directors.

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