RemeGen Co., Ltd. — Capital/Financing Update 2021

Nov 8, 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.

This announcement appears for information purposes only and does not constitute an offer or an invitation to acquire, subscribe for or purchase any securities.

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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)

CONNECTED TRANSACTION PARTICIPATION IN STRATEGIC ALLOTMENT UNDER THE ISSUE OF A SHARES BY CONNECTED PERSONS AND CLOSURE OF REGISTER OF MEMBERS

PARTICIPATION IN STRATEGIC ALLOTMENT UNDER THE ISSUE OF A SHARES BY CONNECTED PERSONS

References are made to the Company’s announcement dated May 10, 2021 and the Company’s circular dated May 14, 2021 in relation to, among other things, the Company’s proposed Issue of A Shares and listing on the Sci-Tech Board. References are also made to the Company’s announcement dated June 1, 2021 in relation to, among other things, the Shareholders’ approval on resolutions relating to the Company’s proposed Issue of A Shares. The Issue of A Shares is still subject to the approval of the CSRC and the Shanghai Stock Exchange.

In accordance with the Company Law, the Implementation Measures for Issue and Underwriting of Shares on the Sci-Tech Board of Shanghai Stock Exchange (Amended in 2021)（《上海證券交易所科創板股票發行與承銷實施辦法》（2021年修訂））, Guidelines No. 1 for Issue and Underwriting of Shares on the Sci-Tech Board of Shanghai Stock Exchange — Initial Public Offering (Amended in 2021)（《上海證券交易所科創板發行與 承銷規則適用指引第1號——首次公開發行股票（2021年修訂）》）and the provisions of

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other relevant laws, regulations and regulatory documents, and the Articles of the Company, the Company formulated the Strategic Allotment Plan. The Participants of the Strategic Allotment Plan shall be the senior management and core employees of the Company, who may participate in the Strategic Allotment under the Issue of A Shares to subscribe for the approved number of A Shares upon the consideration and approval by the Board meeting and/or the general meeting of the Company (as the case may be) in accordance with the Strategic Allotment Plan. The Strategic Allotment Plan has come into force after being considered and approved at the Board meeting held by the Company on November 8, 2021. Pursuant to the Strategic Allotment Plan, the Company may allot not more than 5,442,630 A Shares to its senior management and core employees under the Issue of A Shares. As certain connected persons of the Company (being the directors and/or supervisors of the Company and/or its subsidiaries or their respective associates) intended to participate in the Strategic Allotment under the Issue of A Shares according to the Strategic Allotment Plan, the subscription for A Shares by the abovementioned connected persons constitutes a connected transaction of the Company and is subject to the reporting, announcement and the Independent Shareholders’ approval requirements under the Listing Rules.

The Company will convene the EGM to consider and approve the resolution in relation to the participation in the Strategic Allotment under the Issue of A Shares by the connected persons. As of the date of this announcement, Mr. Wang Weidong (王威東), Dr. Fang Jianmin (房健民), Mr. Lin Jian (林健), Dr. Wang Liqiang (王荔強), Mr. Wen Qingkai (溫 慶凱), Ms. Yang Minhua (楊敏華) and Mr. Wei Jianliang (魏建良) indirectly control an aggregate of 226,375,519 Shares of the Company through the Concert Parties. They will procure the direct Shareholders amongst the Concert Parties to, if applicable, abstain from voting on the resolution in relation to the participation in the Strategic Allotment under the Issue of A Shares by the connected persons at the EGM. Save as mentioned above, to the best of the Directors’ knowledge, information and belief, none of the other Shareholders is required to abstain from voting on such resolution at the EGM pursuant to the Listing Rules.

The Board has appointed the independent Board committee, which comprises of the three independent non-executive Directors, to provide advice to the Independent Shareholders as to the participation in the Strategic Allotment under the Issue of A Shares by the connected persons. The Company has engaged Maxa Capital as the Independent Financial Adviser to provide advice to the independent Board committee and the Independent Shareholders in this regard.

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As additional time is required for the Company to prepare and finalize certain information to be contained in the circular, the circular of the EGM containing, among other things, (i) details of the participation in the Strategic Allotment under the Issue of A Shares by the connected persons; (ii) a letter to the independent Board committee from the Independent Financial Adviser, which contains its advice on the participation in the Strategic Allotment under the Issue of A Shares by the connected persons; and (iii) a letter from the independent Board committee, which contains its recommendation on the participation in the Strategic Allotment under the Issue of A Shares by the connected persons, is expected to be despatched to the Shareholders on or before December 3, 2021.

Closure of Register of Members

The Board hereby announces that, for determining the list of Shareholders of H Shares who are entitled to attend and vote at the EGM, which is scheduled to be held at 2 p.m. on December 20, 2021, the H Shares register of members will be closed from Saturday, November 20, 2021 to Monday, December 20, 2021, both days inclusive. The Shareholders of H Shares whose name appear on the register of Shareholders of the Company on Saturday, November 20, 2021 will be entitled to attend and vote at the EGM. During such period, no share transfers will be registered. In order to be eligible for attending and voting at the EGM, all transfers of H Shares accompanied by the relevant share certificates must be lodged with the Company’s H share registrar in Hong Kong, 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, November 19, 2021.

I. PARTICIPATION IN STRATEGIC ALLOTMENT UNDER THE ISSUE OF A SHARES BY CONNECTED PERSONS

References are made to the Company’s announcement dated May 10, 2021 and the Company’s circular dated May 14, 2021 in relation to, among other things, the Company’s proposed Issue of A Shares and listing on the Sci-Tech Board. References are also made to the Company’s announcement dated June 1, 2021 in relation to, among other things, the Shareholders’ approval on resolutions relating to the Company’s proposed Issue of A Shares. The Issue of A Shares is still subject to the approval of the CSRC and the Shanghai Stock Exchange.

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In accordance with the Company Law, the Implementation Measures for Issue and Underwriting of Shares on the Sci-Tech Board of Shanghai Stock Exchange (Amended in 2021) （《上海證券交易所科創板股票發行與承銷實施辦法》（2021年修 訂））, Guidelines No. 1 for Issue and Underwriting of Shares on the Sci-Tech Board of Shanghai Stock Exchange — Initial Public Offering (Amended in 2021)（《上海證券 交易所科創板發行與承銷規則適用指引第1號——首次公開發行股票（2021年修訂）》） and the provisions of other relevant laws, regulations and regulatory documents, and the Articles of the Company, the Company formulated the Strategic Allotment Plan. The Participants of the Strategic Allotment Plan shall be the senior management and core employees of the Company, who may participate in the Strategic Allotment under the Issue of A Shares to subscribe for the approved number of A Shares upon the consideration and approval by the Board meeting and/or the general meeting of the Company (as the case may be) in accordance with the Strategic Allotment Plan. The Strategic Allotment Plan has come into force after being considered and approved at the Board meeting held by the Company on November 8, 2021. Pursuant to the Strategic Allotment Plan, the Company may allot not more than 5,442,630 A Shares to its senior management and core employees under the Issue of A Shares. As certain connected persons of the Company (being the directors and/or supervisors of the Company and/or its subsidiaries or their respective associates) intended to participate in the Strategic Allotment under the Issue of A Shares according to the Strategic Allotment Plan, the subscription for A Shares by the abovementioned connected persons constitutes a connected transaction of the Company and is subject to the reporting, announcement and the Independent Shareholders’ approval requirements under the Listing Rules.

Details of the Strategic Allotment Plan are set out as follows:

(i) Participants

The Participants of the Strategic Allotment Plan are mainly the senior management and core employees who are essential to the achievement of the Group’s strategic targets. Such persons have certain extent of direct influence over the Group’s operating results and its future development and will participate in this plan on a voluntary basis.

The list of Participants under the Strategic Allotment Plan and the number and/or the entitlement of A Shares to be allotted to them will be considered and approved by the Board. The number and/or the entitlement of A Shares to be allotted to the connected persons who will participate in the Strategic Allotment Plan shall be considered and approved at the general meeting of the Company in accordance with the Listing Rules, and if it fails to be passed at the general meeting, such portion of the number and/or the entitlement of A Shares to be allotted to such connected persons may be adjusted to other Participants by the Board or its authorized persons.

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(ii) Source of the Shares

The source of the Shares for the Strategic Allotment Plan shall be the ordinary shares with a nominal value of RMB1.00 each in the share capital of the Company to be allotted and issued under the Issue of A Shares. Such ordinary shares (A Shares) will be listed on the Sci-Tech Board of the Shanghai Stock Exchange.

(iii) Number of Shares for subscription

The total number of A Shares for subscription under the Strategic Allotment Plan shall not exceed 10% of the issue size of the Issue of A Shares, i.e. not more than 5,442,630 A Shares.

(iv) Subscription price

The subscription price of the A Shares to be allotted under the Strategic Allotment Plan shall be identical to the issue price under the Issue of A Shares, and will be paid by the Participants with their own or self-raised funds.

The issue price of 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.

Pursuant to the Implementation Measures for Issue and Underwriting of Shares on the Sci-Tech Board of Shanghai Stock Exchange (Amended in 2021), the issue price of A Shares shall be determined through price inquiry with professional institutional investors (such as securities firms, fund management companies, trust companies, finance companies, insurance companies, qualified foreign institutional investors and private fund managers). The Company and the lead underwriter may then determine the issue price of A Shares through the initial price inquiry or through cumulative bidding inquiry after an issue price range has been determined from the initial price inquiry.

The Company will determine the issue price of A Shares through the above price inquiry mechanism, and according to the market practice in the PRC, it will make reference to the trading price of its H Shares as quoted on the Stock Exchange at the relevant time in pricing of its A Shares in the proposed listing of A Shares on the Sci-Tech Board.

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Based on the Company Law of the PRC, the issue price of the A Shares shall not be lower than the nominal value of the Shares of the Company, i.e. RMB1.00 per Share. There is no other legal or regulatory requirements stipulating the price floor in the Issue of A Shares. As of December 31, 2020, the net asset value per share of the Company was RMB7.34. The Company does not intend to issue the A Shares at a price lower than the latest audited net asset value per share prior to the Proposed Issue of A Shares.

(v) Means of implementation

The Participants will participate in the Strategic Allotment under the Issue of A Shares through the establishment of a special assets management plan. They shall make the payment in full in a timely manner with their own or self-raised funds based on the arrangement under the special assets management plan, otherwise shall be deemed to voluntarily abstain from the entitlement. The abstained entitlement will be adjusted accordingly to other Participants.

(vi) Lock-up period

The lock-up period of A Shares to be allotted under the Strategic Allotment Plan shall be not less than 12 months (as calculated from the date of listing of A Shares). Except as specified in the Strategic Allotment Plan, the Participants shall not withdraw from the special assets management plan or transfer their entitlements under the special assets management plan within the lock-up period. Upon the expiry of the lock-up period, the administrator of the special assets management plan will timely arrange the disposal of such Shares in accordance with relevant agreements or regulations.

(vii) Validity period

The Strategic Allotment Plan shall take effect upon the consideration and approval at the Board meeting, and shall be implemented at the time of the Issue of A Shares. If the Company’s application of the Issue of A Shares fails to obtain the approval from relevant regulatory authorities, the Strategic Allotment Plan shall be terminated immediately.

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According to the Strategic Allotment Plan, details of the connected persons among the Participants and their number and/or entitlements of allotted Shares approved by the Board are set out as follows:

Connected persons among the Participants 1 Mr. Wang Weidong (王威東) (Chairman of the Board, executive Director and Controlling Shareholder) 2 Dr. Fang Jianmin (房健民) (Executive Director, chief executive officer, chief scientific officer and Controlling Shareholder) 3 Mr. Lin Jian (林健) (Executive Director and Controlling Shareholder) 4 Mr. Wen Qingkai (溫慶凱) (Board secretary and Controlling Shareholder) 5 Ms. Yang Minhua (楊敏華) (Vice-president and Controlling Shareholder) 6 Mr. Wei Jianliang (魏建良) (Vice-president and Controlling Shareholder) 7 Mr. Li Zhuanglin (李壯林) (Supervisor) 8 Ms. Jiang Jing (姜靜) (Vice-president and spouse of Dr. Wang Liqiang, non-executive Director and Controlling Shareholder) 9 Mr. Ren Guangke (任廣科) (Supervisor) 10 Dr. He Ruyi (何如意) (Executive Director, chief medical officer and head of clinical research) 11 Ms. Yao Xuejing (姚雪靜) (Vice-president and spouse of Mr. Li Zhuanglin (李壯林), Supervisor) 12 Mr. Wang Yuxiao (王玉曉) (Director of international collaboration (國際合作總監) of the Group and the son of Mr. Wang Weidong (王威東), chairman of the Board, executive Director and Controlling Shareholder) 13 Mr. Wang Yinxiao (王寅曉) (Deputy director in business development (業務發展副總監) and the nephew of Mr. Wang Weidong (王威東), chairman of the Board, executive Director and Controlling Shareholder) Total	Maximum number of the Shares to be allotted 1,000,000 1,000,000 500,000 450,000 450,000 450,000 400,000 150,000 150,000 100,000 100,000 50,000 50,000 4,850,000	Approximate percentage of the number of Shares under the Issue of A Shares (not more than 54,426,301 A Shares) 1.84% 1.84% 0.92% 0.83% 0.83% 0.83% 0.73% 0.28% 0.28% 0.18% 0.18% 0.09% 0.09%
		8.91%

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Except for the above connected persons, the Company will put forward the list and number of Shares to be allotted to other senior management and core employees of the Company who will participate in the Strategic Allotment Plan to the Board for consideration in due course based on the progress of the Issue of A Shares. If the participation in the Strategic Allotment under the Issue of A Shares by the above connected persons fails to obtain the approval by the Independent Shareholders, or if any of the abovementioned connected persons fails to meet the payment obligation of the subscription price, the number of Shares to be allotted to such connected persons may be adjusted to other Participants by the Board or its authorized persons.

II. REASONS FOR AND BENEFITS OF STRATEGIC ALLOTMENT UNDER THE ISSUE OF A SHARES

The Company intends to promote its corporate image, further broaden its funding channels, increase its working capital and recognitions in capital market and enhance its attractiveness to large institutional investors and medium and small investors through the Issue of A Shares. In the meantime, the senior management and core employees of the Company will be able to participate in the subscription under the Issue of A Shares through the implementation of the Strategic Allotment Plan, which will be beneficial to mobilizing their initiative and establishing and improving the benefit and risk sharing mechanism between them and all of the Shareholders, so as to closely tie their interests and that of the Company together and unite as one to develop the Company, thus enhancing the sustainability and competitiveness of the Company.

The Directors (excluding the independent non-executive Directors whose opinion will be set forth in the circular by reference to the advice of the Independent Financial Adviser in this regard) consider that the terms of the Strategic Allotment Plan are on normal commercial terms and fair and reasonable, and the participation in the Strategic Allotment under the Issue of A Shares by the aforementioned 13 connected persons in accordance with the Strategic Allotment Plan is in the interests of the Company and the Shareholders as a whole, although it is not in the usual and ordinary course of business of the Company due to its nature of transaction.

III. LISTING RULES IMPLICATIONS

The Participants of the Strategic Allotment Plan include connected persons of the Company under the Listing Rules, namely, (i) Mr. Wang Weidong (王威東), Dr. Fang Jianmin (房健民), Dr. He Ruyi (何如意), Mr. Lin Jian (林健), Mr. Li Zhuanglin (李壯 林) and Mr. Ren Guangke (任廣科) who are the directors and/or supervisors of the Company and/or its subsidiaries, (ii) Mr. Wen Qingkai (溫慶凱), Ms. Yang Minhua (楊 敏華) and Mr. Wei Jianliang (魏建良) who are Controlling Shareholders and (iii) Mr. Jiang Jing (姜靜), Mr. Wang Yuxiao (王玉曉), Mr. Wang Yinxiao (王寅曉) and Ms. Yao Xuejing (姚雪靜) who are associates of the Directors and/or Supervisors.

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Pursuant to Chapter 14A of the Listing Rules, the participation in the Strategic Allotment under the Issue of A Shares by the abovementioned connected persons according to the Strategic Allotment Plan constitutes a connected transaction of the Company and is subject to the requirements of reporting, announcement and the Independent Shareholders’ approval under the Listing Rules. As the aforementioned 13 persons are connected persons of the Company, and their participation in the Strategic Allotment under the Issue of A Shares according to the Strategic Allotment Plan is inter-conditional, the resolution in relation to the participation in the Strategic Allotment under the Issue of A Shares by the connected persons and their maximum number of Shares to be allotted was proposed to be considered and approved by the Independent Shareholders at the EGM as a single resolution. In the event that such resolution fails to be passed by the Independent Shareholders at the EGM, none of the aforementioned 13 persons will participate in the Strategic Allotment and the Shares to be allotted to them may be adjusted to other Participants by the Board or its authorized persons pursuant to the Strategic Allotment Plan.

As Mr. Wang Weidong (王威東), Dr. Fang Jianmin (房健民), Dr. He Ruyi (何如意), Mr. Lin Jian (林健) and the spouse of Dr. Wang Liqiang (王荔強) will participate in the Strategic Allotment under the Issue of A Shares, each of Mr. Wang Weidong (王威 東), Dr. Fang Jianmin (房健民), Dr. He Ruyi (何如意), and Mr. Lin Jian (林健) and Dr. Wang Liqiang (王荔強) has abstained from voting on the relevant Board resolution. Save as mentioned above, none of the other Directors has a material interest in the Strategic Allotment under the Issue of A Shares. As such, none of the other Directors has abstained from voting on the such Board resolution.

IV. EGM

The EGM will be held at 58 Middle Beijing Road, Yantai Development Zone, Yantai Area of Shandong Pilot Free Trade Zone, PRC at 2 p.m. on December 20, 2021 for the purpose of considering and approving the single resolution in relation to the participation in the Strategic Allotment under the Issue of A Shares by the connected persons.

As of the date of this announcement, Mr. Wang Weidong (王威東), Dr. Fang Jianmin (房健民), Mr. Lin Jian (林健), Dr. Wang Liqiang (王荔強), Mr. Wen Qingkai (溫慶凱), Ms. Yang Minhua (楊敏華) and Mr. Wei Jianliang (魏建良) indirectly control an aggregate of 226,375,519 Shares of the Company through the Concert Parties. They will procure the direct Shareholders amongst the Concert Parties to, if applicable, abstain from voting on the resolution in relation to the participation in the Strategic Allotment under the Issue of A Shares by the connected persons at the EGM. Save as mentioned above, to the best of the Directors’ knowledge, information and belief, none of the other Shareholders is required to abstain from voting on such resolution at the EGM pursuant to the Listing Rules.

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The Board has appointed the independent board committee, which comprises of the three independent non-executive Directors of the Company, to provide advice to the Independent Shareholders as to the participation in the Strategic Allotment under the Issue of A Shares by the connected persons. The Company has engaged Maxa Capital as the Independent Financial Adviser to provide advice to the Independent Board Committee and the Independent Shareholders in this regard.

As additional time is required for the Company to prepare and finalize certain information to be contained in the circular, the circular of the EGM containing, among other things, (i) details of the participation in the Strategic Allotment under the Issue of A Shares by the connected persons; (ii) a letter to the independent Board committee from the Independent Financial Adviser, which contains its advice on the participation in the Strategic Allotment under the Issue of A Shares by the connected persons; and (iii) a letter from the independent Board committee, which contains its recommendation on the participation in the Strategic Allotment under the Issue of A Shares by the connected persons, is expected to be despatched to the Shareholders on or before December 3, 2021.

V. CLOSURE OF REGISTER OF MEMBERS

The Board hereby announces that, for determining the list of Shareholders of H Shares who are entitled to attend and vote at the EGM, which is scheduled to be held at 2 p.m. on December 20, 2021, the H Shares register of members will be closed from Saturday, November 20, 2021 to Monday, December 20, 2021, both days inclusive. The Shareholders of H Shares whose name appear on the register of Shareholders of the Company on Saturday, November 20, 2021 will be entitled to attend and vote at the EGM. During such period, no share transfers will be registered. In order to be eligible for attending and voting at the EGM, all transfers of H Shares accompanied by the relevant share certificates must be lodged with the Company’s H share registrar in Hong Kong, 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, November 19, 2021.

VI. GENERAL INFORMATION

The Company is principally engaged in the discovery, development and commercialization of biologics for treatment of autoimmune, oncology and ophthalmic diseases.

The Strategic Allotment Plan was formulated by the Company in accordance with the Company Law, the Implementation Measures for Issue and Underwriting of Shares on the Sci-Tech Board of Shanghai Stock Exchange (Amended in 2021)（《上海證券交易 所科創板股票發行與承銷實施辦法》（2021年修訂））, Guidelines No. 1 for Issue and Underwriting of Shares on the Sci-Tech Board of Shanghai Stock Exchange — Initial

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Public Offering (Amended in 2021)（《上海證券交易所科創板發行與承銷規則適用指 引第1號——首次公開發行股票（2021年修訂）》）, and the provisions of other relevant laws, regulations and regulatory documents, and the Articles of the Company. The Participants of the Strategic Allotment Plan shall be the senior management and core employees of the Company, which include, among others, (i) Mr. Wang Weidong (王威 東), Dr. Fang Jianmin (房健民), Dr. He Ruyi (何如意), Mr. Lin Jian (林健), Mr. Li Zhuanglin (李壯林) and Mr. Ren Guangke (任廣科) who are the directors and/or supervisors of the Company and/or its subsidiaries, (ii) Mr. Wen Qingkai (溫慶凱), Ms. Yang Minhua (楊敏華) and Mr. Wei Jianliang (魏建良) who are Controlling Shareholders and (iii) Ms. Jiang Jing (姜靜), Mr. Wang Yuxiao (王玉曉), Mr. Wang Yinxiao (王寅曉) and Ms. Yao Xuejing (姚雪靜) who are associates of the Directors and/or Supervisors. Therefore, the aforementioned persons are the connected persons of the Company under the Listing Rules.

There is no assurance that the Issue of A Shares will proceed, and relevant senior management and core employees may or may not participate in the Strategic Allotment under the Issue of A Shares. Shareholders and investors are advised to exercise caution in dealings in the H Shares. Further details about the Issue of A Shares and the Strategic Allotment will be disclosed by the Company in due course.

DEFINITIONS

Unless the context otherwise requires, capitalized terms used in this announcement shall have the following meanings:

• ‘‘Articles of Association’’ or ‘‘Articles’’

• the articles of association of the Company, as amended from time to time

• ‘‘A Share(s)’’

the ordinary share(s) with a nominal value of RMB1.00 each in the share capital of the Company proposed to be allotted, issued and listed on the Sci-Tech Board

• ‘‘Board of Directors’’ or ‘‘Board’’

the board of Directors of the Company

• ‘‘China’’ or the ‘‘PRC’’

• the People’s Republic of China, for the purpose of this announcement, excluding the regions of Hong Kong, Macao Special Administrative Region of the People’s Republic of China and Taiwan

‘‘Company’’ RemeGen Co., Ltd. (榮昌生物製藥（煙台）股份有限公司), a company incorporated in the PRC with limited liability, the H Shares of which are listed on the Main Board of the Stock Exchange (stock code: 9995)

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‘‘Company Law’’ the Company Law of the PRC

‘‘Concert Parties’’

refer to Mr. Wang Weidong (王威東), Dr. Fang Jianmin (房 健民), Mr. Lin Jian (林健), Dr. Wang Liqiang (王荔強), Mr. Wang Xudong (王旭東), Mr. Deng Yong (鄧勇), Mr. Xiong Xiaobin (熊曉濱), Mr. Wen Qingkai (溫慶凱), Ms. Yang Minhua (楊敏華), Mr. Wei Jianliang (魏建良), Yantai Rongda Venture Capital Centre (Limited Partnership) (煙台 榮達創業投資中心(有限合伙)), RongChang Holding Group LTD. and I-NOVA Limited

‘‘Controlling Shareholder(s)’’ has the meaning ascribed to it under the Listing Rules, and in this context, refers to the Concert Parties

‘‘CSRC’’

China Securities Regulatory Commission

‘‘Director(s)’’ the director(s) of the Company

‘‘Domestic Share(s)’’

ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and paid up in Renminbi

‘‘EGM’’

the 2021 third extraordinary general meeting of the Company to be held, the notice of which will be despatched to the Shareholders in due course

• ‘‘Group’’

the Company and/or its subsidiaries

‘‘H Share(s)’’

overseas listed foreign share(s) in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong Dollars and listed on the Stock Exchange

• ‘‘Hong Kong Dollars’’ or ‘‘HK$’’

Hong Kong dollars, the lawful currency of Hong Kong

‘‘Hong Kong’’

the Hong Kong Special Administrative Region of the PRC

• ‘‘Independent Board Committee’’

an independent committee of Directors appointed to advise the Independent Shareholders in respect of the participation in the Strategic Allotment under the Issue of A Shares by the connected persons

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• ‘‘Independent Financial Adviser’’ or ‘‘Maxa Capital’’

• Maxa Capital Limited, a licensed corporation to carry out Type 1(dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, being the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the participation in the Strategic Allotment under the Issue of A Shares by the connected persons

• ‘‘Independent Shareholders’’

• Shareholders other than Dr. Fang Jianmin (房健民), Yantai Rongda Venture Capital Centre (Limited Partnership) (煙台 榮達創業投資中心(有限合伙)), RongChang Holding Group LTD., I-NOVA Limited, Yantai Rongqian Enterprise Management Center (Limited Partnership) (煙台榮謙企業管 理中心(有限合伙)), Yantai Rongyi Enterprise Management Center (Limited Partnership) (煙台榮益企業管理中心(有限 合伙)), Yantai Rongshi Enterprise Management Center (Limited Partnership) (煙台榮實企業管理中心(有限合伙)) and Yantai Rongjian Enterprise Management Center (Limited Partnership) (煙台榮建企業管理中心(有限合伙)), who are not required to abstain from voting on the resolution to be considered and approved at the EGM in relation to the participation in the Strategic Allotment under the Issue of A Shares by the connected persons and their maximum number of shares to be allotted

• ‘‘Listing Rules’’

• the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time

• ‘‘Participants’’

• the participants who will participate in the Strategic Allotment under the Issue of A Shares in accordance with the Strategic Allotment Plan

• ‘‘PRC’’

• the People’s Republic of China

• ‘‘Proposed Issue of A Shares’’, ‘‘Issue of A Shares’’ or ‘‘Issue’’

• the proposed initial public issue of not more than 54,426,301 A Shares, which will be listed on the Sci-Tech Board

• ‘‘RMB’’ or ‘‘Renminbi’’ Renminbi, the lawful currency of the PRC

• ‘‘Sci-Tech Board’’

• the Sci-Tech Board of the Shanghai Stock Exchange

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‘‘SFO’’

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

• ‘‘Share(s)’’

ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, comprising Domestic Share(s), Unlisted Foreign Share(s) and H Share(s)

• ‘‘Shareholder(s)’’

• holder(s) of the Shares

• ‘‘Stock Exchange’’

The Stock Exchange of Hong Kong Limited

• ‘‘Strategic Allotment Plan’’

• the strategic allotment plan formulated by the Company for its senior management and core employees, which has come into force after being considered and approved at the Board meeting held by the Company on November 8, 2021

• ‘‘Strategic Allotment under the Issue of A Shares’’ or ‘‘Strategic Allotment’’

• the allotment of not more than 5,442,630 A Shares to the Participants by the Company under the Issue of A Shares in accordance with the Strategic Allotment Plan

• ‘‘Supervisor(s)’’

the supervisor(s) of the Company

• ‘‘Supervisory Committee’’

the supervisory committee of the Company

• ‘‘Unlisted Foreign Share(s)’’

ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each and are held by persons other than PRC nationals or PRC-incorporated entities and are not listed on any stock exchange

By order of the Board RemeGen Co., Ltd.* Mr. Wang Weidong Chairman and executive director

Yantai, The People’s Republic of China November 8, 2021

As at the date of this announcement, the Board of the Company comprises Mr. Wang Weidong, Dr. Fang Jianmin, Dr. He Ruyi and Mr. Lin Jian as the executive directors, Dr. Wang Liqiang and Dr. Su Xiaodi as the non-executive directors, and Ms. Yu Shanshan, Mr. Hao Xianjing and Dr. Ma Lan as the independent non-executive directors.

• For identification purposes only

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