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

Oct 27, 2020

Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those defined in the prospectus dated October 28, 2020 (the “ Prospectus ”) issued by RemeGen Co., Ltd. (榮昌生物製藥 （煙台）股份有限公司) (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 (“ HKSCC ”) 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 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 Hong Kong, the United States or elsewhere. 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 Offer Shares may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws, or outside the United States unless in compliance with Regulation S under the U.S. Securities Act. There will be no public offer of securities in the United States. The Offer Shares may be offered, sold or delivered (i) 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 (ii) outside of the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. This announcement is not a prospectus. 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 thereby being offered. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended.

In connection with the Global Offering, Morgan Stanley Asia Limited as stabilizing manager (the “ Stabilizing Manager ”), its affiliates or any person acting for it, on behalf of the Underwriters, may over-allocate and effect transactions with a view to stabilizing or supporting the market price of the H Shares at a level higher than that which might otherwise prevail for a limited period after Listing Date. However, there is no obligation on the Stabilizing Manager, its affiliates or any person acting for it, to conduct any such stabilizing action, which, if commenced, will be done at the sole and absolute discretion of the Stabilizing Manager, its affiliates or any person acting for it, and may be discontinued at any time. Any such stabilizing activity is required to be brought to an end on the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. Such stabilization action, if taken, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Potential investors should be aware that stabilizing action cannot be taken to support the price of the H Shares for longer than the stabilization period which begins on the Listing Date and is expected to expire on 30th day after the last day for lodging applications under the Hong Kong Public Offering. After this date, no further stabilizing action may be taken, and demand for the H Shares, and therefore the price of the H Shares, could fall.

Potential investors of the Offer Shares should note that the Joint Global Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the paragraph headed “Underwriting – Hong Kong Underwriting Arrangements – Hong Kong Public Offering – Grounds for Termination” in the Prospectus at any time prior to 8:00 a.m. on the Listing Date (which is currently expected to be on Monday, November 9, 2020).

• For identification purpose only

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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)

GLOBAL OFFERING

Number of Offer Shares under the : 76,537,000 H Shares (subject to the Global Offering Over-allotment Option) Number of Hong Kong Offer Shares : 7,654,000 H Shares (subject to adjustment) Number of International Offer Shares : 68,883,000 H Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$52.10 per H Share, plus brokerage of 1%, SFC transaction levy of 0.0027%, and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : RMB1.00 per H Share Stock code : 9995

Joint Sponsors, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers

Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager

Joint Bookrunners and Joint Lead Managers

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• For identification purpose only

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IMPORTANT NOTICE TO INVESTORS: FULLY ELECTRONIC APPLICATION PROCESS

We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of the Prospectus or printed copies of any application forms to the public in relation to the Hong Kong Public Offering.

The Prospectus is available at the website of the Hong Kong Stock Exchange at www.hkexnews.hk under the “HKEXnews > New Listings > New Listing Information” section, and our website at www.remegen.com . If you require a printed copy of the Prospectus, you may download and print from the website addresses above.

To apply for the Hong Kong Public Offer Shares, you may:

• (1) apply online through the White Form eIPO service at www.eipo.com.hk ; or

• (2) apply through the CCASS EIPO service to electronically cause HKSCC Nominees to apply on your behalf, including by:

• (i) instructing your broker or custodian who is a CCASS Clearing Participant or a CCASS Custodian Participant to give electronic application instructions via CCASS terminals to apply for the Hong Kong Public Offer Shares on your behalf; or

• (ii) (if you are an existing CCASS Investor Participant ) giving electronic application instructions through the CCASS Internet System ( https://ip.ccass.com ) or through the CCASS Phone System by calling +852 2979 7888 (using the procedures in HKSCC’s “An Operating Guide for Investor Participants” in effect from time to time). HKSCC can also input electronic application instructions for CCASS Investor Participants through HKSCC’s Customer Service Centre at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong by completing an input request.

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If you have any question about the application for the Hong Kong Public Offer Shares, you may call the enquiry hotline of our H Share Registrar and White Form eIPO Service Provider, Computershare Hong Kong Investor Services Limited, both at +852 2862 8648 on the following dates:

– Wednesday, October 28, 2020 9:00 a.m. to 9:00 p.m. – Thursday, October 29, 2020 9:00 a.m. to 9:00 p.m. – Friday, October 30, 2020 9:00 a.m. to 9:00 p.m – Saturday, October 31, 2020 9:00 a.m. to 6:00 p.m. – Sunday, November 1, 2020 9:00 a.m. to 6:00 p.m. Monday, November 2, 2020 – 9:00 a.m. to 12:00 noon

We will not provide any physical channels to accept any application for the Hong Kong Public Offer Shares by the public. The contents of the electronic version of the Prospectus are identical to the printed Prospectus as registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.

If you are an intermediary , broker or agent , please remind your customers, clients or principals, as applicable, that the Prospectus is available online at the website addresses above.

Please refer to the section headed “How to Apply for Hong Kong Offer Shares” in the Prospectus for further details on the procedures through which you can apply for the Hong Kong Offer Shares electronically.

Your application through the White Form eIPO service or by giving electronic application instructions to HKSCC must be for a minimum of 500 Hong Kong Offer Shares and in one of the numbers set out in the table. You are required to pay the amount next to the number you select.

			**RemeGen Co., Ltd. ***	**RemeGen Co., Ltd. ***
		(HK$52.10 per Hong Kong Offer Share)
	NUMBER OF HONG KONG OFFER SHARES THAT MAY BE APPLIED FOR AND					PAYMENTS
No. of		No. of		No. of		No. of
Hong Kong	Amount	Hong Kong	Amount	Hong Kong	Amount	Hong Kong	Amount
Offer Shares	payable on	Offer Shares	payable on	Offer Shares	payable on	Offer Shares	payable on
applied for	application	applied for	application	applied for	application	applied for	application
	HK$		HK$		HK$		HK$
500	26,312.50	8,000	421,000.09	70,000	3,683,750.82	1,000,000	52,625,011.70
1,000	52,625.02	9,000	473,625.11	80,000	4,210,000.94	1,250,000	65,781,264.63
1,500	78,937.52	10,000	526,250.12	90,000	4,736,251.05	1,500,000	78,937,517.55
2,000	105,250.02	15,000	789,375.18	100,000	5,262,501.17	1,750,000	92,093,770.48
2,500	131,562.53	20,000	1,052,500.23	200,000	10,525,002.34	2,000,000	105,250,023.40
3,000	157,875.04	25,000	1,315,625.30	300,000	15,787,503.51	2,250,000	118,406,276.33
3,500	184,187.54	30,000	1,578,750.35	400,000	21,050,004.68	2,500,000	131,562,529.25
4,000	210,500.05	35,000	1,841,875.41	500,000	26,312,505.85	2,750,000	144,718,782.18
4,500	236,812.55	40,000	2,105,000.47	600,000	31,575,007.02	3,000,000	157,875,035.10
5,000	263,125.06	45,000	2,368,125.53	700,000	36,837,508.19	3,250,000	171,031,288.03
6,000	315,750.07	50,000	2,631,250.59	800,000	42,100,009.36	3,500,000	184,187,540.95
7,000	368,375.09	60,000	3,157,500.70	900,000	47,362,510.53	3,827,000(1)	201,395,919.78

(1) Maximum number of Hong Kong Offer Shares you may apply for.

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No application for any other number of the Hong Kong Offer Shares will be considered and any such application is liable to be rejected.

THE LISTING APPLICATION

The Company has applied to the Stock Exchange for the listing of, and permission to deal in, the H Shares to be issued pursuant to the Global Offering (including any H Shares to be issued pursuant to the exercise of the Over-Allotment Option) and the H Shares to be converted from the Unlisted Foreign Shares upon completion of the Global Offering.

STRUCTURE OF THE GLOBAL OFFERING

The Global Offering comprises:

• the Hong Kong Public Offering of initially 7,654,000 H Shares (subject to adjustment) representing approximately 10.0% of the total number of Offer Shares initially available under the Global Offering, and

• the International Offering of initially 68,883,000 H Shares (subject to adjustment and the Over-allotment Option) representing approximately 90.0% of the total number of Offer Shares initially available under the Global Offering.

The allocation of the Offer Shares between the Hong Kong Public Offering and the International Offering will be subject to reallocation as described in the section headed “Structure of the Global Offering” in the Prospectus.

In particular, subject to the requirements under Practice Note 18 of the Listing Rules and Guidance Letter HKEX-GL91-18, the Joint Global Coordinators may, at their sole discretion, reallocate Offer Shares from the International Offering to the Hong Kong Public Offering to satisfy valid applications under the Hong Kong Public Offering. In accordance with Guidance Letter HKEX-GL91-18 issued by the Stock Exchange, if such reallocation is done other than pursuant to Practice Note 18 of the Listing Rules, the maximum total number of Offer Shares that may be allocated to the Hong Kong Public Offering following such reallocation shall not exceed 7,654,000 H Shares, representing approximately 10% of the Offer Shares initially available under the Global Offering, increasing the total number of Offer Shares available under the Hong Kong Public Offering to 15,308,000 H Shares, representing approximately 20% of the Offer Shares and the final Offer Price shall be fixed at the bottom end of the indicative Offer Price range (i.e. HK$50.30 per Offer Share) stated in the Prospectus.

In connection with the Global Offering and pursuant to International Underwriting Agreement, the Company is expected to grant to the International Underwriters, exercisable by the Joint Global Coordinators (on behalf of the International Underwriters), the Over-allotment Option, exercisable within 30 days from the last day for lodging applications under the Hong Kong Public Offering (the last day for exercise of the Over-allotment Option being the 30th day after last day for lodging applications under the Hong Kong Public Offering) to require the Company to issue and allot up to 11,480,500 additional Offer Shares, representing approximately 15% of the Offer Shares initially available under the Global Offering, at the Offer Price, to cover over-allocations in the International Offering, if any. In the event the Over-allotment Option is exercised, the Company will make an announcement which will be posted on the website of the Hong Kong Stock Exchange ( www.hkexnews.hk ) and on our website ( www.remegen.com ), respectively.

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PRICING

The Offer Price will not be more than HK$52.10 per Offer Share and is currently expected to be not less than HK$50.30 per Offer Share, unless otherwise announced as further explained in the section headed “Structure of the Global Offering” in the Prospectus. Applicants for the Hong Kong Offer Shares are required to pay, on application, the maximum Offer Price of HK$52.10 per Offer Share together with brokerage fee of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$52.10 per Offer Share.

EXPECTED TIMETABLE

Hong Kong Public Offering commences . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, October 28, 2020 Latest time to complete electronic applications under White Form elPO service through the designated website www.eipo.com.hk . . . . . . . . . . . . . . . . . . . . 11:30 a.m. on Monday, November 2, 2020 Application lists open . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:45 a.m. on Monday, November 2, 2020 Latest time for (a) completing payment of White Form elPO applications by effecting internet banking transfer(s) or PPS payment transfer(s) and (b) giving electronic application instructions to HKSCC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon on Monday, November 2, 2020

If you are instructing your broker or custodian who is a CCASS Clearing Participant or a CCASS Custodian Participant to give electronic application instructions via CCASS terminals to apply for the Hong Kong Public Offer Shares on your behalf, you are advised to contact your broker or custodian for the latest time for giving such instructions which may be different from the latest time as stated above.

Application lists close. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon on Monday, November 2, 2020 Expected Price Determination Date. . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, November 2, 2020 Announcement of Offer Price, the level of applications in the Hong Kong Public Offering; the indication of level of interest in the International Offering; and the basis of allocation of the Hong Kong Offer Shares to be published on our website at www.remegen.com and the websites of the Stock Exchange at www.hkexnews.hk on or before . . . . . . . Friday, November 6, 2020

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The results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels, including:

• in the announcement to be posted on our website and	• in the announcement to be posted on our website and
the website of the Stock Exchange at
www.remegen.com andwww.hkexnews.hk ,
respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . .	Friday,
		November 6, 2020
• from the designated results of allocations website at
www.iporesults.com.hk (alternatively: English
https://www.eipo.com.hk/en/Allotment ;
Chinesehttps://www.eipo.com.hk/zh-hk/Allotment	)
with a “search by ID” function from . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . .	8:00 a.m. on Friday,
		November 6, 2020 to
		12:00 midnight on
		Thursday,
		November 12, 2020
• from the allocation results telephone enquiry by
calling +852 2862 8555 between 9:00 a.m.
and 6:00 p.m. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . .	Friday, November 6, 2020
		Monday, November 9, 2020
		Tuesday,
		November 10, 2020
		Wednesday,
		November 11, 2020
H Share certificates in respect of wholly or partially
successful applications to be dispatched or
deposited into CCASS on or before. . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . .	Friday,
		November 6, 2020
White Forme-Refund payment instructions/refund checks
in respect of wholly or partially successful applications
if the final Offer Price is less than the maximum
Offer Price per Offer Share initially paid on application
(if applicable) or wholly or partially unsuccessful
applications to be dispatched on or before. . . . . . . . .	. . . . . . . . . . . . . . . . . .	Friday,
		November 6, 2020
Dealings in H Shares on the Stock Exchange expected to
commence at 9:00 a.m. on. . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . .	Monday,
		November 9, 2020

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SETTLEMENT

Subject to the granting of the approval for listing of, and permission to deal in, the H Shares on the Stock Exchange and compliance with the stock admission requirements of HKSCC, the H Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the H Shares on the Stock Exchange or such other date as may be determined by HKSCC. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second business day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made to enable the H Shares to be admitted into CCASS. Investors should seek the advice of their stockbrokers or other professional advisers for details of the settlement arrangement as such arrangements may affect their rights and interests.

ELECTRONIC APPLICATION CHANNELS

White Form eIPO

You may submit your application to the designated White Form eIPO Service Provider at www.eipo.com.hk (24 hours daily, except on the last application day) from 9:00 a.m. on Wednesday, October 28, 2020 until 11:30 a.m. on Monday, November 2, 2020 and the latest time for completing full payment of application monies in respect of such applications will be 12:00 noon on Monday, November 2, 2020 or such later time under the section headed “How to Apply for Hong Kong Offer Shares – 10. Effect of Bad Weather on the Opening and Closing of the Application Lists” in the Prospectus.

CCASS eIPO

CCASS Clearing/Custodian Participants can input electronic application instructions at the following times on the following dates:[(1)]

– Wednesday, October 28, 2020 9:00 a.m. to 8:30 p.m. – Thursday, October 29, 2020 8:00 a.m. to 8:30 p.m. – Friday, October 30, 2020 8:00 a.m. to 8:30 p.m. – Saturday, October 31, 2020 8:00 a.m. to 1:00 p.m. Monday, November 2, 2020 – 8:00 a.m. to 12:00 noon

Note:

• (1) These times are subject to change as HKSCC may determine from time to time with prior notification to CCASS Clearing/Custodian Participants and/or CCASS Investor Participants.

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CCASS Investor Participants can input electronic application instructions from 9:00 a.m. on Wednesday, October 28, 2020 until 12:00 noon on Monday, November 2, 2020 (24 hours daily, except on the last application day).

The latest time for inputting your electronic application instructions will be 12:00 noon on Monday, November 2, 2020, the last day for applications, or such later time as described in the section headed “How to Apply for Hong Kong Offer Shares – 10. Effect of Bad Weather on the Opening and Closing of the Application Lists” in the Prospectus.

The application monies (including the brokerage fees, SFC transaction levy and the Stock Exchange trading fee) will be held by the receiving bank and on behalf of the Company after the closing of the application lists and the refund monies, if any, will be returned to the applicants without interest on or before Friday, November 6, 2020.

Please refer to the sections headed "Structure of the Global Offering" and "How to Apply for Hong Kong Offer Shares" of the Prospectus for details of the conditions and procedures of the Hong Kong Public Offering.

Application for the Hong Kong Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus, the Green Application Form and the designated website (www.eipo.com.hk) for White Form eIPO.

PUBLICATION OF RESULTS

The Company expects to announce the final Offer Price, the level of indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares on Friday, November 6, 2020 on the Company’s website at www.remegen.com and the website of the Stock Exchange at www.hkexnews.hk .

The results of allocations and the Hong Kong identity card/passport/Hong Kong business registration numbers of successful applicants under the Hong Kong Public Offering will be available through a variety of channels at the times and date and in the manner specified in the section headed “How to Apply for Hong Kong Offer Shares – 11. Publication of Results” in the Prospectus.

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If an application is rejected, not accepted or accepted in part only, or if the Offer Price as finally determined is less than the maximum Offer Price of HK$52.10 per Offer Share (excluding brokerage, SFC transaction levy and the Stock Exchange trading fee thereon), or if the conditions of the Hong Kong Public Offering are not fulfilled in accordance with “Structure of the Global Offering – Conditions of the Global Offering” in the Prospectus or if any application is revoked, the application monies, or the appropriate portion thereof, together with the related brokerage, SFC transaction levy and the Stock Exchange trading fee, will be refunded, without interest or the cheque or banker’s cashier order will not be cleared.

No temporary documents of title will be issued in respect of the H Shares and no receipt will be issued for sums paid on application. H Share certificates will only become valid at 8:00 a.m. on Monday, November 9, 2020, provided that the Global Offering has become unconditional and the right of termination described in the section headed “Underwriting – Hong Kong Underwriting Arrangements – Hong Kong Public Offering – Grounds for Termination” in the Prospectus has not been exercised.

Assuming the Global Offering becomes unconditional at or before 8:00 a.m. on Monday, November 9, 2020, dealings in the H Shares are expected to commence at 9:00 a.m. on Monday, November 9, 2020. The H Shares will be traded in board lots of 500 H Shares each. The stock code of the H Shares is 9995.

This announcement is available for viewing on the website of the Company at www.remegen.com and the website of the Stock Exchange at www.hkexnews.hk .

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

Hong Kong, Wednesday, October 28, 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 non-executive Directors.

Please also refer to the published version of this announcement in the South China Morning Post (in English) and the Hong Kong Economic Journal (in Chinese).

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