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RemeGen Co., Ltd. Governance Information 2025

Aug 22, 2025

51206_rns_2025-08-22_68153734-ab95-46a6-b066-ca5fbe45baba.pdf

Governance Information

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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荣昌生物

RemeGen Co., Ltd.*

荣昌生物製藥(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)

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

This announcement is made by RemeGen Co., Ltd.* 荣昌生物製藥(煙台)股份有限公司(the "Company") pursuant to Rule 13.51(1) of the Rules Governing the Listing of Securities of The Stock Exchange of Hong Kong Limited.

References are made to the announcements of the Company dated May 22, 2025 (the "Announcement") and May 29, 2025 in relation to the placement of 19,000,000 new H Shares. Unless otherwise defined, all capitalized terms used herein shall have the same meanings as those defined in the Announcement.

In light of the increase of the registered capital of the Company and the total number of issued shares of the Company due to the completion of the placement of an aggregate of 19,000,000 new H Shares to not less than six Places pursuant to the General Mandate on May 29, 2025, the Company proposes to make corresponding amendments to the relevant articles of the articles of association of the Company (the "Articles of Association"). At the 2023 annual general meeting of the Company held on June 28, 2024, the General Mandate has been granted by the Shareholders to the Board to allot, issue and deal with new Shares in accordance with the needs of the Company from time to time and market conditions, and the Board has been authorized to, among others, approve the Company to increase its registered capital upon the issuance of new Shares and make amendments to the Articles of Association in respect of the total amount of registered capital, shareholding structure and other relevant contents and to authorize the operation management of the Company to carry out relevant procedures in accordance with domestic and overseas requirements.

On August 22, 2025, the resolution in relation to, among others, the amendments to the Articles of Association, was considered and approved at a meeting of the Board, with effect from the same day. Details of the amendments to the Articles of Association are set out in Appendix I to this announcement. The English version of the amendments to the Articles of Association is an unofficial translation of the Chinese version. In the event of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.


The full text of the amended Articles of Association shall be published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.remegen.com).

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

Yantai, The People’s Republic of China
August 22, 2025

As at the date of this announcement, the Board comprises Mr. Wang Weidong, Dr. Fang Jianmin, Mr. Lin Jian and Mr. Wen Qingkai as the executive Directors, Dr. Wang Liqiang and Dr. Su Xiaodi as the non-executive Directors, and Mr. Hao Xianjing, Mr. Chen Yunjin and Mr. Huang Guobin as the independent non-executive Directors.

  • For identification purpose only

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APPENDIX I: DETAILS OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF REMEGEN CO., LTD.

Original Articles of the Articles of Association Amended Articles of the Articles of Association
Article 6 The registered capital of the Company is RMB544,608,243. Article 6 The registered capital of the Company is RMB563,608,243.
Article 21 The total number of issued shares of the Company is 544,608,243 ordinary shares, of which 355,027,004 shares are A Shares, accounting for approximately 65.19% of the total share capital, and 189,581,239 shares are H Shares, accounting for approximately 34.81% of the total share capital. Article 21 The total number of issued shares of the Company is 563,608,243 ordinary shares, of which 355,027,004 shares are A Shares, accounting for approximately 62.99% of the total share capital, and 208,581,239 shares are H Shares, accounting for approximately 37.01% of the total share capital.