RemeGen Co., Ltd. — Capital/Financing Update 2023

Jan 10, 2023

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)

DISCLOSEABLE TRANSACTION PURCHASE OF WEALTH MANAGEMENT PRODUCTS

PURCHASE OF WEALTH MANAGEMENT PRODUCTS

At the nineteenth meeting held by the first session of the Board on April 16, 2022, a resolution regarding purchase of bank wealth management products using idle raised proceeds from A Share Offering of the Company was considered and approved, pursuant to which the Company may purchase principal guaranteed bank wealth management products using idle raised proceeds from A Share Offering of not more than RMB700.0 million.

The Board announced that, on January 10, 2023, the Company entered into the CCB Wealth Management Product Agreements with CCB Yantai Sub-branch, pursuant to which the Company agreed to purchase wealth management products of an aggregate amount of RMB370.0 million from CCB Yantai Sub-branch using idle raised proceeds from A Share Offering.

LISTING RULES IMPLICATIONS

As one of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the CCB Wealth Management Product Agreements exceeds 5% but all of the applicable percentage ratios are less than 25%, the purchases of wealth management products under the CCB Wealth Management Product Agreements constitute discloseable transactions of the Company under Chapter 14 of the Listing Rules and are subject to the reporting and announcement requirements.

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BACKGROUND

The Board announced that on January 10, 2023, the Company entered into the CCB Wealth Management Product Agreements with CCB Yantai Sub-branch, pursuant to which the Company agreed to purchase wealth management products of an aggregate amount of RMB370.0 million using idle raised proceeds from A Share Offering.

THE CCB WEALTH MANAGEMENT PRODUCT AGREEMENTS

The principal terms of the CCB Wealth Management Product Agreement No. 1 are set out as follows:

Name of the wealth	:	China Construction Bank Shandong Branch	RMB-
management product		denominated Customized Structured Deposit (中國建設銀
		行山東省分行單位人民幣定制型結構性存款)
Type of product	:	Principal-guaranteed with floating income
Linked target	:	EUR-USD exchange rate
Principal amount	:	RMB106.0 million
Validity period of	:	90 days
product
Effective date of	:	January 12, 2023
product
Expiry date of product	:	April 12, 2023
Expected annualized	:	1.5%-3.4%
yield rate
Right of early	:	CCB Yantai Sub-branch is entitled to the right	of early
termination		termination
Investment scope	:	The investment gains of the product will be invested in
		financial derivatives, and the investment gains of the
		product is linked to the performance of the financial
		derivatives

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The principal terms of the CCB Wealth Management Product Agreement No. 2 are set out as follows:

Name of the wealth	:	China Construction Bank Shandong Branch	RMB-
management product		denominated Customized Structured Deposit (中國建設銀
		行山東省分行單位人民幣定制型結構性存款)
Type of product	:	Principal-guaranteed with floating income
Linked target	:	EUR-USD exchange rate
Principal amount	:	RMB264.0 million
Validity period of	:	90 days
product
Effective date of	:	January 12, 2023
product
Expiry date of product	:	April 12, 2023
Expected annualized	:	1.5%-3.4%
yield rate
Right of early	:	CCB Yantai Sub-branch is entitled to the right	of early
termination		termination
Investment scope	:	The investment gains of the product will be invested in
		financial derivatives, and the investment gains of the
		product is linked to the performance of the financial
		derivatives

The terms of the CCB Wealth Management Product Agreements were arrived at after arm’s length negotiation between the parties.

INFORMATION ON THE PARTIES

The Company is a commercial-ready biopharmaceutical company committed to the discovery, development and commercialization of innovative and differentiated biologics for the treatment of autoimmune, oncology and ophthalmic diseases with unmet medical needs in China and globally.

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CCB is a bank incorporated in the PRC, the H shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 939). The principal businesses of CCB include provision of corporate and personal banking services, conducting treasury business, the provision of asset management, trustee, finance leasing, investment banking, insurance and other financial services. CCB Yantai Sub-branch is a sub-branch of CCB.

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, CCB Yantai Sub-branch, CCB and their ultimate substantial beneficial owners as publicly disclosed by CCB are third parties independent from the Company and its connected persons.

REASONS FOR AND BENEFITS OF ENTERING INTO THE CCB WEALTH MANAGEMENT PRODUCT AGREEMENTS

The reasonable and efficient use of idle raised proceeds from A Share Offering will enhance the overall capital gain of the Company, which is consistent with the core objectives of the Company to ensure capital safety and liquidity. The impact of risk factors on the expected return of the CCB Wealth Management Product Agreements is low, but the Company could get a higher rate of return as compared with fix term deposit in commercial banks in the PRC.

The Directors consider that the CCB Wealth Management Agreements were entered into on normal commercial terms, are fair and reasonable, and the CCB Wealth Management Agreements and the transactions contemplated thereunder are in the interests of the Company and its Shareholders as a whole.

LISTING RULES IMPLICATIONS

As one of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the CCB Wealth Management Product Agreements exceeds 5% but all of the applicable percentage ratios are less than 25%, the purchase of wealth management products under the CCB Wealth Management Product Agreements constitute discloseable transactions of the Company under Chapter 14 of the Listing Rules and are subject to the reporting and announcement requirements.

DEFINITIONS

Unless the context otherwise requires, the following terms used herein have the following meanings:

‘‘A Share Offering’’

the initial public offering of A shares of the Company on March 31, 2022

‘‘Board’’

the board of Directors

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‘‘CCB’’

• China Construction Bank Corporation, a bank incorporated in the PRC

• ‘‘CCB Wealth Management Product Agreements’’

CCB Wealth Management Product Agreement No. 1 and CCB Wealth Management Product Agreement No. 2

• ‘‘CCB Wealth Management Product Agreement No. 1’’

• the wealth management product agreement entered into between the Company and CCB Yantai Sub-branch dated January 10, 2023 in relation to the purchase of wealth management product in the amount of RMB106.0 million

• ‘‘CCB Wealth Management Product Agreement No. 2’’

• the wealth management product agreement entered into between the Company and CCB Yantai Sub-branch dated January 10, 2023 in relation to the purchase of wealth management product in the amount of RMB264.0 million

• ‘‘CCB Yantai Sub-branch’’

• Yantai Development Zone Sub-branch of CCB

• ‘‘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 and A shares of which are listed on the Main Board of the Stock Exchange (stock code: 9995) and the Science and Technology Innovation Board of the Shanghai Stock Exchange (stock code: 688331), respectively

• ‘‘connected person’’ has the meaning ascribed to it under the Listing Rules

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

• ‘‘EUR’’ euro, the lawful currency of the European Union

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘PRC’’ or ‘‘China’’ the People’s Republic of China

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

• ‘‘Shareholder(s)’’ holder(s) of the shares of the Company ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

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‘‘USD’’

United States dollars, the lawful currency of the United States of America

‘‘%’’

percent

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

Yantai, PRC January 10, 2023

As at the date of this announcement, the Board 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 Mr. Hao Xianjing, Dr. Ma Lan and Mr. Chen Yunjin as the independent non-executive Directors.

• For identification purpose only

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