RemeGen Co., Ltd. - Proxy Solicitation & Information Statement 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in RemeGen Co., Ltd., you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

This circular appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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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 NOTICE OF EGM

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

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A notice convening the EGM of RemeGen Co., Ltd. to be held at 2 p.m. on December 20, 2021 at 58 Middle Beijing Road, Yantai Development Zone, Yantai Area of Shandong Pilot Free Trade Zone, PRC is set out in this circular. A form of proxy for use at the EGM is also enclosed. Such forms of proxy are also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.remegen.cn).

Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the enclosed form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the EGM (i.e. not later than 2 p.m. on December 19, 2021) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the EGM if they so wish.

For identification purpose only

December 3, 2021

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . .	16
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . . .	18
APPENDIX I — GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

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DEFINITIONS

‘‘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
‘‘associate(s)’’
has the meaning ascribed to it under the Listing Rules
‘‘Board of Directors’’ or the board of Directors of the Company ‘‘Board’’
‘‘China’’ or the ‘‘PRC’’
the People’s Republic of China, for the purpose of this circular, 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)
‘‘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

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DEFINITIONS

‘‘Global Offering’’
‘‘Group’’
‘‘H Share(s)’’
‘‘Hong Kong Dollars’’ or ‘‘HK$’’
‘‘Hong Kong’’
‘‘Independent Board Committee’’
‘‘Independent Financial Adviser’’ or ‘‘Maxa Capital’’
‘‘Independent Shareholders’’
‘‘Latest Practicable Date’’

as defined in the Prospectus

the Company and/or its subsidiaries

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, the lawful currency of Hong Kong

the Hong Kong Special Administrative Region of the PRC

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

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
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. and 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
November 30, 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

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DEFINITIONS

‘‘Listing Rules’’
‘‘Participants’’
‘‘Plan’’
‘‘PRC’’
‘‘Proposed Issue of A Shares’’, ‘‘Issue of A Shares’’ or ‘‘Issue’’
‘‘RMB’’ or ‘‘Renminbi’’
‘‘Sci-Tech Board’’
‘‘SFO’’
‘‘Share(s)’’
‘‘Shareholder(s)’’
‘‘Stock Exchange’’
‘‘Strategic Allotment Plan’’
‘‘Strategic Allotment under the Issue of A Shares’’ or ‘‘Strategic Allotment’’
‘‘Supervisor(s)’’
‘‘Supervisory Committee’’
‘‘Unlisted Foreign Share(s)’’

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

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

the special assets management plan to be established for the purpose of the Strategic Allotment

the People’s Republic of China

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

Renminbi, the lawful currency of the PRC

the Sci-Tech Board of the Shanghai Stock Exchange

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

holder(s) of the Shares

The Stock Exchange of Hong Kong Limited

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

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

the supervisor(s) of the Company

the supervisory committee of the Company

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

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LETTER FROM THE BOARD

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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)

Executive Directors: Registered office, Headquarters and Mr. Wang Weidong (Chairman) Principal Place of Business in the PRC: Dr. Fang Jianmin 58 Middle Beijing Road Dr. He Ruyi Yantai Development Zone Mr. Lin Jian Yantai Area of Shandong Pilot Free Trade Zone Non-executive Directors: PRC

Non-executive Directors: Dr. Wang Liqiang Dr. Su Xiaodi Independent non-executive Directors: Ms. Yu Shanshan Mr. Hao Xianjing Dr. Ma Lan

Principal Place of Business in Hong Kong: 40th Floor, Dah Sing Financial Centre No. 248 Queen’s Road East Wanchai Hong Kong

December 3, 2021

To the Shareholders:

Dear Sir/Madam,

CONNECTED TRANSACTION

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

I. INTRODUCTION

Reference is made to the announcement of the Company dated November 8, 2021 in relation to the participation in the Strategic Allotment under the Issue of A Shares by the connected persons.

The purpose of this circular is to provide you with, 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 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; and (iii) a letter to the Independent Board Committee from the Independent Financial Adviser,

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LETTER FROM THE BOARD

which contains its advice on the participation in the Strategic Allotment under the Issue of A Shares by the connected persons, to enable you to make an informed decision on whether to vote for or against the relevant resolution at the EGM.

II. 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 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, for participation by connected persons of the Company, the general meeting of the Company 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.

1. Strategic Allotment Plan

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

(i) Participants

The Participants of the Strategic Allotment Plan are all 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.

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LETTER FROM THE BOARD

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.

(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 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 SciTech Board.

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LETTER FROM THE BOARD

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 the 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) Details of the Plan

The administrator of the Plan is Huatai Securities (Shanghai) Asset Management Co., Ltd. (華泰證券（上海）資產管理有限公司), an affiliate of Huatai United Securities Co., Ltd. (華泰聯合證券有限責任公司), the sponsor/lead underwriter of the Proposed Issue of A Shares. To the best of the Directors’ knowledge, Huatai Securities (Shanghai) Asset Management Co., Ltd. is a third party independent of the Company and its connected persons.

Pursuant to the rules of the Plan, the rights and obligations of Huatai Securities (Shanghai) Asset Management Co., Ltd., as the administrator of the Plan, include but are not limited to:

Rights

a) exercising the voting rights in the A Shares held by the Plan. The administrator shall exercise such voting rights independently without taking instructions from any of the Participants, the Company, its Directors, and/or other connected persons of the Company for the purpose of achieving the objective of the Plan, i.e., a stable appreciation of assets, and in accordance with the interests of the Company and its Shareholders as a whole. If any conflict of interest shall arise, the administrator will abstain from voting on the relevant resolutions;
b) managing the assets under the Plan pursuant to the assets management contract;
c) charging the management fees and performance-based commission in accordance with the assets management contract;
d) managing ownership registration and other rights arising from the asset management process in the name of the administrator;
e) changing the investment managers of the Plan;

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LETTER FROM THE BOARD

f) requesting for information and materials relating to the identity, property and income, investment experience, risk cognition and bearing ability and investment preference from the Participants;
g) requesting for the Company to actively cooperate in completing the necessary procedures of anti-money laundering investigation; and
h) exercising other rights stipulated by applicable laws and regulations, the CSRC, the Asset Management Association of China and the asset management contract.

Obligations

i) handling the registration and filing of the Plan according to applicable laws;
j) submitting the operation information of the Plan as required by the Asset Management Association of China;
k) allocating sufficient professional personnel to management and operate the assets;
l) establishing a sound internal management system to manage the assets separately from other assets managed by the administration;
m) being responsible for the accounting of the Plan and prepare financial reports in accordance with the asset management contract;
n) determining the income distribution plan in accordance with the assets management contract and distributing income to the Participants in a timely manner;
o) preparing periodic reports on the Plan to be disclosed to the Participants in accordance with laws and regulations and the asset management contract; and
p) performing such other obligations stipulated by applicable laws and regulations, the CSRC, the Asset Management Association of China and the asset management contract.

Pursuant to the rules of the Plan, the Participants cannot exercise any such voting rights in the A Shares held by the Plan. The Participants’ rights under the Plan include but are not limited to:

Rights

A. enjoying the economic rights to the A Shares, i.e., sharing the proceeds from the Plan;
B. obtaining the remaining assets under the Plan in case of liquidation of the Plan;

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LETTER FROM THE BOARD

C. transferring his/her rights under the Plan pursuant to the asset management contract;
D. obtaining information of the Plan in accordance with applicable laws and regulations and the asset management contract;
E. supervising the performance of the administrator and managers of the Plan; and
F. exercising other rights stipulated by applicable laws and regulations, the CSRC, the Asset Management Association of China and the asset management contract.

Obligations

G. ensuring that the source and use of investment funds are legal;
H. paying the relevant subscription price in accordance with the asset management contract, bearing reasonable expenses such as management fees, performancebased compensation, custody fee, audit fee and taxes as agreed in the asset management contract;
I. providing information and identification documents as required by applicable laws and regulations to the administrator;
J. abiding by the asset management contract and do not interfere with the administrator’s investment decisions;
K. not to engage in any activities that may impair the lawful rights and interests of the Plan; and
L. performing such other obligations stipulated by applicable laws and regulations, the CSRC, the Asset Management Association of China and the asset management contract.

(vii) 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.

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LETTER FROM THE BOARD

(viii) 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.

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. Mr. Ren Guangke (任廣科) (Supervisor) 9. Ms. Jiang Jing (姜靜) (Vice-president and spouse of Dr. Wang Liqiang (王荔強), non-executive Director and Controlling Shareholder) 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	Shareholding in the Company as of the Latest Practicable Date 46.21% 46.21% 46.21% 46.21% 46.21% 46.21% NIL NIL 46.21% (interest of spouse) NIL NIL NIL NIL —	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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LETTER FROM THE BOARD

The Board selected the above persons as the Participants under the Strategic Allotment Plan based on their direct influence of certain extent over the Group’s operating results and future development, and their voluntary participation in the Strategic Allotment Plan. Meanwhile, the Board determined the number and/or entitlements of allotted Shares for these Participants with reference to the indications by these Participants as to the maximum amount of subscription price they expect to pay for the A Shares, the latest trading price (and the trend of such trading price) of H Shares, their job duties and work performance.

The above persons have been working for and contributing to the Company and/or its subsidiaries for a long period of time, and possess plenty of experience in management and operation of biologics industry. In particular, Mr. Wang Weidong (王威東) and Dr. Fang Jianmin (房健民) jointly founded the predecessor of the Company, Mr. Lin Jian (林健) joined the Group in July 2008 and Mr. Wen Qingkai (溫慶凱), Ms. Yang Minhua (楊敏華), and Mr. Wei Jianliang (魏建良) are the Controlling Shareholders and have acted in concert with the founders in the management, decision-making and all major decisions of the Group. Under their leadership and in reliance of their contribution to the Group, the Group has become a fully-integrated biopharmaceutical company, with seven drug candidates in clinical development stage targeting over 20 indications and a rich pipeline of IND-enabling stage candidates. Besides, under the leadership of the above persons, the H Shares of the Company was successfully listed on the Main Board of the Stock Exchange in November 2020. As such, the Company believes that the selection criteria for the above Participants and their number and/or entitlements of allotted Shares are fair and reasonable.

If the abovementioned connected persons participate in the Strategic Allotment under the Issue of A Shares and fully subscribe for the maximum number of Shares to be allotted to them, the number of A Shares to be allotted to other Participants under the Strategic Allotment Plan shall not exceed 592,630 A Shares. The total number of Shares to be allotted under the Strategic Allotment Plan is subject to further adjustment based on subscription by the Participants. 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. The Company expects that the other eligible employees of the Company participating in the Strategic Allotment Plan will be the third parties independent of the Company and its connected persons. In the event that any of the other Participants is a connected person of the Company, the Company will comply with the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

If the participation in the Strategic Allotment under the Issue of A Shares by the abovementioned 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 by the Board or its authorized persons to other Participants who will participate in the Strategic Allotment Plan and such Shares will be

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LETTER FROM THE BOARD

allotted to other Participants who are not connected persons of the Company. The Company expects that the other Participants are the third parties independent of the Company and its connected persons. In the event that any of the other Participants is a connected person of the Company, the Company will comply with the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

2. 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 (including the independent non-executive Directors) 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.

3. 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) 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 of the Company.

The Plan is a connected person of the Company and the Strategic Allotment constitutes a connected transaction of the Company. The Strategic Allotment is subject to the requirements of reporting, announcement and Independent Shareholders’ approval under the Listing Rules.

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,

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LETTER FROM THE BOARD

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.

As of the Latest Practicable Date, 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 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 letter from the Independent Board Committee is set out on pages 16 to 17 of this circular. 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. The letter from the Independent Financial Adviser is set out on pages 18 to 32 of this circular.

4. 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 SciTech 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 Participants of the Strategic Allotment Plan shall be the senior management and core employees of the Company, which include, (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 Supervisor, all of whom are the connected persons of the Company under the Listing Rules.

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LETTER FROM THE BOARD

III. EGM AND PROXY ARRANGEMENT

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 and their maximum number of Shares to be allotted. The form of proxy of the EGM is enclosed.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. For holders of H Shares, the form of proxy should be returned to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong; for holders of Domestic Shares and Unlisted Foreign Shares, the form of proxy should be returned to the Company’s principal place of office in the PRC at 58 Middle Beijing Road, Yantai Development Zone, Yantai Area of Shandong Pilot Free Trade Zone, PRC by personal delivery or by post, not less than 24 hours before the time fixed for holding the EGM (i.e. not later than 2 p.m. on December 19, 2021) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or at any other adjourned meeting should you so wish.

IV. CLOSURE OF REGISTER OF MEMBERS

The register of members of H Shares of the Company has been scheduled to close from Saturday, November 20, 2021 to Monday, December 20, 2021, both days inclusive, during which period no transfer of H Shares will be registered, in order to determine the holders of the H Shares of the Company who are entitled to attend and vote at the forthcoming EGM to be held on December 20, 2021.

To be eligible to attend and vote at the EGM, all transfer documents must be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, November 19, 2021 for registration.

V. RECOMMENDATION

The Directors (including the independent non-executive Directors) are of the view 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. Accordingly, the Directors recommend the Independent Shareholders to vote in favor of the relevant resolution proposed at the EGM to approve 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.

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LETTER FROM THE BOARD

Your attention is drawn to the letter from the Independent Board Committee set out on pages 16 to 17 of this circular and the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders set out on pages 18 to 32 of this circular.

VI. ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendix to this circular.

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.

Yours faithfully, By order of the Board

RemeGen Co., Ltd.* 榮昌生物製藥(煙台)股份有限公司 Mr. Wang Weidong Chairman and executive director

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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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)

December 3, 2021

To the Independent Shareholders,

Dear Sir or Madam,

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

We refer to the circular dated December 3, 2021 issued by the Company (the ‘‘Circular’’), of which this letter forms a part. Unless otherwise indicated, capitalized terms used herein shall have the same meanings as ascribed to them in the Circular.

We have been appointed as the members of the Independent Board Committee to advise you as to whether in our opinion, the terms and conditions of the participation in the Strategic Allotment under the Issue of A Shares by the connected persons (including their maximum number of Shares to be allotted), details of which are set out in the letter from the Board, and the abovementioned transaction are fair and reasonable so far as the interests of the Independent Shareholders are concerned.

Maxa Capital has been appointed by the Company as the Independent Financial Adviser to advise us and the Independent Shareholders on the fairness and reasonableness of the terms and conditions of 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. Details of the advice from Maxa Capital, together with the principal factors taken into consideration in arriving at such advice, are set out in its letter on pages 18 to 32 of the Circular.

Your attention is also drawn to the letter from the Board set out on pages 4 to 15 and the additional information set out in the appendix to the Circular.

Having considered the terms and conditions of the participation in the Strategic Allotment under the Issue of A Shares by the connected persons (including their maximum number of Shares to be allotted), the interests of the Independent Shareholders and the advice and recommendation of Maxa Capital, we are of the view that the terms and conditions of the participation in the Strategic Allotment under the Issue of A Shares by the connected persons (including their maximum number of Shares to be allotted) are entered into after arm’s length negotiation and on normal commercial terms, and are fair and reasonable as far as the

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Company and the Independent Shareholders are concerned, and are in the interests of the Company and its Shareholders as a whole, although it is not conducted in the ordinary and usual course of business of the Company due to its nature of transaction.

Accordingly, we recommend the Independent Shareholders to vote in favor of the relevant resolution at the EGM so as to approve 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.

Yours faithfully,

For and on behalf of the

Independent Board Committee

Yu Shanshan, Independent non-executive Director Hao Xianjing, Independent non-executive Director Ma Lan, Independent non-executive Director

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of the letter from Maxa Capital Limited, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders setting out its advice in respect of the Strategic Allotment under the Issue of A Shares to the connected persons of the Company, which has been prepared for the purpose of inclusion in this circular.

==> picture [151 x 37] intentionally omitted <==

Unit 1908, Harbour Center 25 Harbour Road Wan Chai Hong Kong

3 December 2021

To the Independent Board Committee and the Independent Shareholders

Dear Sir or Madam,

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

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the participation in Strategic Allotment under the Issue of A Shares by the connected persons of the Company (the ‘‘Transaction’’). Details of which are set out in the letter from the Board (the ‘‘Letter from the Board’’) contained in the circular dated 3 December 2021 issued by the Company to the Shareholders (the ‘‘Circular’’) of which this letter forms part. Terms used in this letter shall have the same meanings as those defined in the Circular unless the context requires otherwise.

Reference is made to the Company’s circular dated 14 May 2021 (the ‘‘May Circular’’), the Company proposed to apply for an initial public offering and listing of A Shares on the Sci-Tech Board and the relevant resolutions has been passed by the Shareholders on 1 June 2021. Reference is also made to the announcement dated 21 June 2021, the application of the Proposed Issue of A Shares has been accepted by the Shanghai Stock Exchange on 21 June 2021, subject to the approval by 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 Innovation 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）) (the ‘‘ Implementation Measures’’), 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）》) (the ‘‘ STI Underwriting Guidelines’’) and the provisions of other relevant laws, regulations and regulatory documents, and the Articles of the Company, the Company formulated the Strategic

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

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, for participation by connected persons of the Company, the general meeting of the Company 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 8 November 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.

LISTING RULES IMPLICATION

With reference to the Letter from the Board, the Participants of the Strategic Allotment Plan include, among others, (i) Mr. Wang Weidong, Dr. Fang Jianmin, Dr. He Ruyi, Mr. Lin Jian, Mr. Li Zhuanglin and Mr. Ren Guangke, being the directors and/or supervisors of the Company and/or its subsidiaries; (ii) Ms. Yang Minhua, Mr. Wen Qingkai and Mr. Wei Jianliang, being the Controlling Shareholders; and (iii) Ms. Jiang Jing, Mr. Wang Yuxiao, Mr. Wang Yinxiao and Ms. Yao Xuejing, being the associates of the Directors and/or Supervisors of the Company (together the ‘‘Connected Participants’’), and they are the connected persons of the Company as defined under the Listing Rules. In addition, the Plan is a connected person of the Company. Therefore, pursuant to Chapter 14A of the Listing Rules, the Strategic Allotment 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.

OUR INDEPENDENCE

As at the Latest Practicable Date, we did not have any relationship with or interest in the Company, its subsidiaries and any other parties that could reasonably be regarded as relevant to our independence. We are not associated or connected with the Company and its respective substantial shareholders or associates and, accordingly, are considered eligible to give independent advice to the Independent Board Committee and Independent Shareholders. Save for this appointment as the Independent Financial Adviser in respect of the Transaction, there was no other engagement between the Company and us in the last two years. Apart from normal professional fees payable to us in connection with this appointment, no arrangement exists whereby we will receive any fees or benefits from the Company and their respective substantial shareholders or associates.

BASIS OF OUR OPINION

In formulating our opinion and recommendation, we have relied on the statements, information, opinions and representations contained or referred to in the Circular and the information and representations as provided to us by the Directors, for which they are solely and wholly responsible, are true and accurate at the time when they were made and continue to be so as at the date of this letter. We consider that we have reviewed sufficient and relevant information and documents and have taken reasonable steps as required under Rule 13.80 of the Hong Kong Listing Rules to reach an informed view and to provide a reasonable basis for our recommendation. We have also assumed that all statements of belief, opinion, expectation

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

and intention made by the Directors in the Circular were reasonably made after due enquiry and careful consideration. Our opinion is based on the Directors’ representation and confirmation that no material facts have been omitted from the information provided and referred to in the Circular.

The Company confirmed that they have, at our request, provided us with all currently available information and documents which are available under present circumstances to enable us to reach an informed view and we have relied on the accuracy of the information contained in the Circular so as to provide a reasonable basis for our opinion. We have no reason to suspect that any material facts or information, which is known to the Company, have been omitted or withheld from the information supplied or opinions expressed in the Circular nor do doubt the truth and accuracy of the information and facts, or the reasonableness of the opinions expressed by the Company and the Directors which have been provided to us. We have not, however, conducted any independent verification on the information provided to us by the Company and the Directors, nor have we conducted any form of independent in-depth investigation into the business and affairs or the future prospects of the Group.

Our opinion is necessarily based on the financial, economic, market and other conditions in effect and the information made available to us as at the Latest Practicable Date. Nothing contained in this letter should be construed as a recommendation to hold, sell or buy any Shares or any other securities of the Company. Where information in this letter has been extracted from published or otherwise publicly available sources, the sole responsibility of us is to ensure that such information has been correctly and fairly extracted, reproduced or presented from the relevant stated sources and not be used out of context.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion in respect of the Strategic Allotment under the Issue of A Shares by the connected persons of the Company, we have taken into consideration the following principal factors and reasons:

1. Background information of the Group

The Group is a fully-integrated biopharmaceutical company committed to the discovery, development and commercialisation of innovative and differentiated biologics for the treatment of autoimmune, oncology and ophthalmic diseases with unmet medical needs in China and globally. With reference to the interim report of the Company for 1H2021 (the ‘‘2021 Interim Report’’), as at 30 June 2021, the Group has discovered and developed a robust pipeline of more than ten drug candidates, and successfully obtained the conditional marketing approval for the telitacicept (RC18), for systemic lupus erythematosus in China, in March 2021 and the market approval for the disitamab vedotin (RC48), for treatment of gastric cancer in China, in June 2021.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Set out below is the summarised financial information of the Group for the two years ended 31 December 2020 (‘‘FY2019’’ and ‘‘FY2020’’) and the six months ended 30 June 2020 and 2021 (‘‘1H2020’’ and ‘‘1H2021’’) extracted from the annual report of the Company for FY2020 (the ‘‘2020 Annual Report’’) and the 2021 Interim Report respectively:

	For the year	For the year	For the six	months
	ended 31 December		ended June 30
	2019	2020	2020	2021
	(audited)	(audited)	(audited)	(unaudited)
	RMB’000	RMB’000	RMB’000	RMB’000
Revenue	—	—	—	29,192
Gross Profit	—	—	—	24,552
Loss for the year/period	(430,280)	(697,821)	(249,835)	(444,043)

As illustrated in the above table, the Group did not record any revenue for FY2019 and FY2020 due to the fact the Group had not commercialised any products. The Group recorded revenue of approximately RMB29.2 million for 1H2021, and it was mainly attributable to commencement of the commercialisation period of telitacicept, which was approved by the National Medical Products Administration of the PRC (the ‘‘NMPA’’) on 11 March 2021, in China.

The Group has recorded net loss of approximately RMB697.8 million for FY2020, such was mainly attributable to (i) the continuous rise in research and development costs, which was increased from approximately RMB352.1 million in FY2019 to approximately RMB465.8 million in FY2020; and (ii) the significant increase of administrative expenses by approximately 218.0%, from approximately RMB68.4 million for FY2019 to approximately RMB217.6 million for FY2020 resulting from (a) the increase in employee benefits expenses of approximately RMB66.8 million; (b) the increase in the listing expenses of approximately RMB 60.6 million; (c) the increase in consulting service expenses of approximately RMB8.2 million; (d) the increase in depreciation and amortisation expenses, general office expenses and other expenses of approximately RMB11.9 million; and (e) the increase in auditor’s remuneration of approximately RMB1.7 million. For 1H2021, the net loss of the Group increased by approximately 77.7%, from approximately RMB249.8 million for 1H2020 to approximately RMB444.0 million for 1H2021, and it was primarily attributable to (i) the

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

increase in selling and distribution expenses of approximately RMB56.4 million; (ii) the increase in administrative expenses of approximately RMB39.9 million; and (iii) the increase in research and development costs of approximately RMB138.4 million.

	As at 31	December	As at 30 June
	2019	2020	2021
	(audited)	(audited)	(unaudited)
	RMB’000	RMB’000	RMB’000
Non-current assets	551,737	1,140,350	1,520,408
Current assets	137,574	2,977,341	1,974,405
Total assets	689,331	4,117,691	3,494,813
Current liabilities	856,953	431,288	438,704
Non-current liabilities	64,327	91,782	116,309
Total liabilities	921,280	523,070	555,013
Net current asset/(liabilities)	(719,379)	2,546,053	1,535,701
Total Equity/(deficit)	(231,969)	3,549,621	2,939,800

As illustrated in the table above, the significant increase of total asset for FY2020 was primarily due to the proceeds raised from the Group’s listing of H Shares on The Stock Exchange of Hong Kong Limited on 9 November 2020 (the ‘‘Listing of H Shares’’), which led to the increase in cash and cash equivalents from approximately RMB34.5 million as of 31 December 2019 to approximately RMB2,768.5 million as of 31 December 2020. The significant decrease in total liabilities for FY2020 was primarily due to the decrease in other payables and accruals of approximately RMB509.3 million as a result of the decrease in due to related parties of approximately RMB609.7 million. The decrease in the total assets by approximately RMB622.9 million to approximately RMB3,494.8 million as of 30 June 2021 as compared to 31 December 2020 was mainly attributable to the decrease in cash and cash equivalents of approximately RMB1,234.5 million; and was partially offset by (i) the increase in property, plant and equipment of approximately HK$379.1 million; and (ii) the increase in prepayments, other receivables and other assets of approximately HK$123.2 million.

2. Reasons for and benefits of the Strategic Allotment under the Issue of A Shares

Reference is made to the May Circular, the Board considers that the Issue of A Shares will enrich its capital base and accelerate the Group’s development, and the dual listing in the PRC would also promote the brand image of the Company in the domestic market and allow the Company develop both domestic and international financing platform. Furthermore, the Company intends to use the proceeds raised from the Issue of A Shares to invest on research and development projects and to replenish the working capital of the Group, and we also understand from the management of the Company (the ‘‘Management’’) that despite the Listing of H Shares, the Company is still in need of capital to keep abreast of the rapid development of the Company, given that the Company is currently undergoing an expansion stage and gradually transforming itself into a commercialised biopharmaceutical company, and this lead to the need of (i) hiring more staff to further build up the sales, management, research and development functions of the Company; and (ii) setting up facilities to support

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

the manufacturing of commercialised products. Therefore, the Board considers that the Issue of A Shares is in the interests of the Company and Shareholders as a whole and is beneficial to strengthen the sustainable development of the Company.

With reference to the Letter from the Board, the Board consider it is beneficial for senior management and core employees of the Company to participate in the subscription under the Issue of A Shares through the implementation of the Strategic Allotment Plan, as it would mobilise their initiative and establish and improve the benefit and risk sharing mechanism between them and all of the Shareholders, so as to align their interest with the Shareholders’ interests, thus enhance the sustainability and competitiveness of the Company.

We have discussed with the Management and understood that the Strategic Allotment Plan also serves to retain the senior management and core employees of the Company, given the Company has just recently reached commercialisation stage and the majority of the Participants are the key management personnel who contribute materially to the continuous growth, development, and future success of the Company, and therefore, we concur with the Management that the implementation of the Strategic Allotment Plan would be beneficial for the long-term development of the Company.

3. Principal terms of the Strategic Allotment Plan

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

(a) Participants

The Participants of the Strategic Allotment Plan are all the senior management and core employees of the Group.

(b) Source of the Shares

(c) Number of Shares for subscription

The total number 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.

(d) Subscription Price

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(e) 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 Plan, otherwise shall be deemed to voluntarily abstain from the entitlement. The abstained entitlement will be adjusted accordingly to other Participants.

(f) Details of the Plan

The administrator of the Plan is Huatai Securities (Shanghai) Asset Management Co., Ltd., an affiliate of Huatai United Securities Co., Ltd., the sponsor/lead underwriter of the Proposed Issue of A Shares. To the best of the Directors’ knowledge, Huatai Securities (Shanghai) Asset Management Co., Ltd. is a third party independent of the Company and its connected persons.

(g) 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).

(h) Validity period

For further details of the Strategic Allotment Plan, please refer to the paragraph headed ‘‘1. Strategic Allotment Plan’’ in the section headed ‘‘II. PARTICIPATION IN STRATEGIC ALLOTMENT UNDER THE ISSUE OF A SHARES BY CONNECTED PERSONS’’ of the Letter from the Board.

4. Assessment of the terms of the Strategic Allotment Plan

4.1 Selection of Connected Participants

Reference is made to the Letter from the Board, the Participants of the Strategic Allotment Plan are all senior management and core employees who are essential to the development of the Company and have certain extent of direct influence over the Group’s operating results and its future development. Meanwhile, the Board determined the number and/or entitlements of allotted Shares for these Participants with reference to the indications by these Participants as to the maximum amount of subscription price they expect to pay for the A Shares, the latest trading price (and the trend of such trading price) of H Shares, their job duties and work performance. As advised by the Management, we note that the selection of Connected Participants for the Strategic Allotment Plan and the basis of entitlement of allotted Shares for the Connected

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Participants are primarily based on various factors, including but not limited to, (i) their job position and responsibilities in the Group; (ii) their educational background and industry experience; and (iii) their past performance and contribution towards the Group.

In assessing the basis of the selection of Connected Participants for the Strategic Allotment Plan and the basis of their entitlement of allotted Shares, we have reviewed the aforementioned selection criteria, as disclosed in the 2020 Annual Report or provided by the Company. The table below summarises the information of the Connected Participants:

						Approximate
						percentage of the
						number of Shares
	Time of					under the Strategic
	joining the	Major position	Function or	Educational	Past experience	Allotment Plan (not
Name	Group	in the Group	responsibility	background	and background	more than 5,442,630)
Mr. Wang	October	Executive	Overall	Bachelor’s degree	Mr. Wang founded Yantai	18.37%
Weidong	2013	Director,	management,	in Chinese	Rongchang Pharmaceutical
		Chairman of the	business and	medicine	Co., Ltd. in March 1993 and
		Board	strategy of our	manufacturing	has served as its chairman
			Group		and legal representative since
					its establishment,
					accumulating more than 27
					years of experience in the
					pharmaceutical industry.
Dr. Fang	July 2008	Executive	Overall	Doctorate degree	Dr. Fang possesses more	18.37%
Jianmin		Director, chief	management,	in Biology	than 20 years of experience
		executive officer	business and		in the research and
		and chief	strategy of our		development of
		scientific officer	Group		biopharmaceuticals and he is
					also the inventor of
					conbercept and owns more
					than 40 patents.
Mr. Lin Jian	July 2008	Executive	Overall	Bachelor’s degree	Mr. Lin possesses more than	9.19%
		Director	management,	in Chinese	35 years of experience in the
			business and	medicine	pharmaceutical industry.
			strategy of our	manufacturing
			Group
Mr. Wen	May 2019	Board secretary	Oversees financing	Master’s degree	Mr. Wen possesses more	8.27%
Qingkai			activities, internal	in philosophy of	than 16 years of experience
			control and	science and	in capital operation and
			securities and	technology	corporate governance. Prior
			listing matters		to joining of the Group, Mr.
					Wen served as the vice
					president in RC Pharma from
					February 2004 to May 2019.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

						Approximate
						percentage of the
						number of Shares
	Time of					under the Strategic
	joining the	Major position	Function or	Educational	Past experience	Allotment Plan (not
Name	Group	in the Group	responsibility	background	and background	more than 5,442,630)
Ms. Yang	June 2019	Vice-president	Overall supervision	Bachelor’s degree	Mr. Yang possesses many	8.27%
Minhua			of the human	in Chinese	years of experience in human
			resource	medicine	resource management.
			department	manufacturing
Mr. Wei	May 2019	Vice-president	Finance	College’s degree	Mr. Wei possesses many	8.27%
Jianliang				in industrial	years of experience in
				accounting	financial management.
Mr. Li	July 2011	Supervisor	Oversees	Doctorate degree	Mr. Li possesses around 15	7.35%
Zhuanglin			commercialisation	in Microbiology	years of experience in the
			and manufacturing		biomedical manufacturing
			center		field. Prior to joining the
					Group, he was the deputy
					general manager of Shandong
					Simcere Pharmaceutical Co.,
					Ltd and supervised its
					manufacturing and
					engineering departments.
Mr. Ren	May 2019	Supervisor	Oversees	Bachelor’s degree	Mr. Ren possesses around 23	2.76%
Guangke			intellectual	in physics	years of experience in the
			property matters		legal field. Prior to joining
			and legal affairs		of the Group, Mr. Ren
					served as the deputy general
					manager and manager of the
					intellectual property legal
					affairs department of Yantai
					Rongchang Pharmaceutical
					Co., Ltd. (‘‘RC Pharma’’)
					from June 2017 to April
					2019 and a president of
					Shandong Yantai
					Intermediate People’s Court
					from February 2014 to May
					2017.
Ms. Jiang	April 2012	Vice-president	Non-clinical	Doctorate degree	Ms. Jiang has been working	2.76%
Jing			testing	in Biochemical	in the biopharmaceutical
				Engineering	research and development
					field for more than 20 years.
					Ms. Jiang also possesses
					experience in project
					management, drugs
					registration and drugs
					licensing.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

						Approximate
						percentage of the
						number of Shares
	Time of					under the Strategic
	joining the	Major position	Function or	Educational	Past experience	Allotment Plan (not
Name	Group	in the Group	responsibility	background	and background	more than 5,442,630)
Dr. He Ruyi	January 2020	Executive	Management of	Certification of	Dr. He possesses more than	1.84%
		Director, chief	clinical needs,	postgraduate	33 years of experience in
		medical officer	medical support,	medical education	medical and pharmaceutical
		and head of	clinical	in internal	industries in the PRC and
		clinical research	pharmacology,	medicine	the U.S. and also has nearly
			registrational		20 years of unique policy-
			compliance, drug		making and managerial
			safety, clinical		experience at the U.S. Food
			researches and		and Drug Administration
			statistics of our		(FDA) in the U.S. and the
			Group		NMPA in China.
Ms. Yao	October	Vice-president	Quality research	Doctorate degree	Ms. Yao possesses years of	1.84%
Xuejing	2008			in Biology	experience in running quality
					research platform.
Mr. Wang	May 2019	Director	International	Bachelor’s degree	Mr. Wang possesses many	0.92%
Yuxiao			collaboration	in managerial	years of experience in
				economic and	international registration and
				neurobiology	business collaboration.
Mr. Wang	June 2021	Deputy director	Business	MBA	Mr. Wang possesses years of	0.92%
Yinxiao			development		working experience in
					securities and investment
					industries.

Source: The 2020 Annual Report and information provided by the Company

Note: If the participation in the Strategic Allotment under the Issue of A Shares by the Connect Participants fails to obtain the approval by the Independent Shareholders or if any of the Connected Participants fails to meet the payment obligation of the subscription price, the number of Shares to be allotted to such connected persons may be adjusted by the Board or its authorized persons to other Participants who will participate in the Strategic Allotment Plan and such Shares will not be allotted to the other Participants who are not connected persons of the Company.

As illustrated in the table above, we note that (i) the Connected Participants are broadly senior management and core employees and Directors who are responsible for a wide range of functions within the Group, including but not limited to research and development, finance, human resources, internal control, manufacturing, legal, business development, overall management etc., which are the core departments and backbones that help facilitate and sustain the development of the Group; (ii) the majority of the Connected Participants have obtained a bachelor degree or above; and (iii) the Connected Participants possess industry experience and expertise which we consider are relevant to their job positions.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

To evaluate the Connected Participants’ contribution towards the Company, we have discussed with the Management and understood that (i) each of the Connected Participants is involved in the decision-making process in his/her respective department and the Group; and (ii) the Group has been growing in accordance with the strategic plans set by the Management, in particular, the commercialisation of the pipeline products, with the support of the Connected Participants. We have further reviewed the Implementation Measures and noted that it is acceptable for the issuers’ senior management and core employees to establish specific assets management plan and participate in the strategic allotment under the A Shares.

In view of the above and further taking into account that (i) the Strategic Allotment Plan would align the interests of the Connected Participants and the Shareholders together which would in turn motivate and incentivise them to be more committed on improving the Shareholders’ value of the Group; (ii) the composition of Connected Participants is well diversified and each of them possesses relevant experience and/or education background; and (iii) the participation of senior management and core employees in the Strategic Allotment Plan could show their confidence to the future development of the Company given the plan would be conducted on a voluntary basis, we consider that the basis of selection of the Connected Participants for Strategic Allotment Plan is fair and reasonable.

In respect of the basis used to determine the number/entitlement of allotted A Shares of the Connected Participants, apart from the assessment works that were mentioned above, we have also discussed with the Management and noted that all the Connected Participants are essential to the operation and development of the Company, in particular (i) Mr. Wang Weidong and Dr. Fang Jianmin, who have the highest entitlement of the allotted A Shares among the Connected Participants, are the founders of RemeGen, Ltd., the predecessor of the Company, and have been overseeing the operation of the Company for many years; (ii) Mr. Lin Jian, who has the second highest entitlement of the allotted A Shares among the Connected Participants, joined the Group in 2008 and has been responsible for formulating strategies and plans that drive the development of the Group; and (iii) Mr. Wen Qingkai, Ms. Yang Minhua, and Mr. Wei Jianliang, who have the third highest entitlement of the allotted A Shares among the Connected Participants, are the Controlling Shareholders and have acted in concert with the founders in the management, decision-making and all major decisions of the Group.

In addition, to further assess the fairness of the basis used to determine the entitlement of the allotted Shares of the Connected Participants, we have, on a best effort basis, searched on the website of the Stock Exchange and identified an exhaustive list of strategic allotment arrangement involving listed issuers on the Stock Exchange which have proposed to list or have listed on the Sci-Tech Board through initial public offering of A shares from 5 November 2018, being the date of the establishment of the Sci-Tech Board, to the Latest Practicable Date, with available information in relation to the percentage of Shares issued to connected persons under such arrangements. To the best of our knowledge and as far as we are aware of, we identify an exhaustive list of four companies (‘‘Strategic Allotment Comparables’’), which meet the aforesaid criteria by

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

searching the website of Stock Exchange, and we therefore consider the list of Strategic Allotment Comparables to be fair and representative. The following table sets out the relevant information of the Strategic Allotment Comparables:

			Approximate
			percentage of all
		Approximate	A Shares to be
		percentage of the	granted to the
		maximum number	connected
		of Shares issued	Participants to the
		to a connected	total issued Shares
Company Name	Stock Code	person	of the company	Lock-up period
Shanghai Junshi	1877.HK	17.81% of the	0.30% of the total	12 months from
Biosciences Co.,		total number of	issued Shares	the date of
Ltd.		Shares allotted		completion of the
		under the specific		A share offering
		assets management
		plan.
Shanghai Fudan-	1349.HK	8.33% of the total	0.36% of the total	12 months from
Zhangjiang Bio-		number of Shares	issued Shares	the date of
Pharmaceutical		allotted under the		completion of the
Co., Ltd.		specific assets		A share offering
		management plan.
Shanghai Fudan	1385.HK	13.33% of the	0.11% of the total	12 months from
Microelectronics		total number of	issued Shares	the date of
Group Company		Shares allotted		completion of the
Limited		under the specific		A share offering
		assets management
		plan.
China Railway	3969.HK	2.49% of the total	0.32% of the total	12 months from
Signal &		number of Shares	issued Shares	the date of
Communication		allotted under the		completion of the
Corporation		specific assets		A share offering
Limited		management plan.

Source: the website of the Stock Exchange

As illustrated in the table above, we note that the percentage of the maximum number of Shares issued to a connected person under the specific assets management plan for the Strategic Allotment Comparables ranged from approximately 2.49% to 17.81% (the ‘‘Comparables’ Maximum Range’’); and the percentage of all A Shares to be granted to the connected Participants to the total issued shares of each Strategic Allotment Comparables ranged from approximately 0.11% to 0.36% (the ‘‘Comparables’

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Total Range’’). With reference to the Letter from the Board, we noted that (i) the percentage of maximum number of Shares issued to Connected Participants under the Strategic Allotment Plan is approximately 18.37%, which is slightly higher than the Comparables’ Maximum Range; and (ii) the percentage of all A Shares to be granted to the Connected Participants to the total issued shares of the Company is approximately 0.89%, which is higher than the Comparables’ Total Range. In this regard, we have discussed with the Management and concurred that (i) the Company has just reached the commercialisation stage, one of the most crucial stages for a biopharmaceutical company, and the profitability and prospect of the Company would be heavily determined by the involvement of the Connected Participants; and (ii) the Company is competing in the biopharmaceutical industry in which the success of the Company is more reliant on the expertise of the core management team than other industries.

In view of the above and further taking into the consideration of (i) the selection basis for the Connected Participants as mentioned above; (ii) the slight deviation of the Strategic Allotment from the Strategic Allotment Comparables in terms of the Comparables’ Maximum Range and Comparables’ Total Range; and (iii) the benefits arise from the Strategic Allotment to Connected Participants based on the industry nature and the current business stage of the Company, we are of the view that the basis used to determine the entitlement of allotted Shares of the Connected Participants is fair and reasonable.

4.2 Subscription price and the basis for determining the subscription price

With reference to the Letter from the Board, the subscription price of the A Shares to be allotted under the Strategic Allotment price shall be identical to the issue price under the Issue of A Shares and shall be paid by the Participants with their own or selfraised funds.

We have reviewed the Implementation Measures and noted that the issue price of initial public offering of A shares shall be determined through consultation with professional institution investors (such as securities firms, fund management companies, trust companies, finance companies, insurance companies, qualified foreign institutional investors and private fund managers). We have also noted that the issue price of A Shares shall be determined through initial price enquiry or through cumulative bidding inquiry after an issue price range, which the difference between the high-end price and the low-end price cannot exceed the 20% of the low-end price, has been determined from the initial price inquiry. In addition, we have reviewed the STI Underwriting Guidelines and understood the pricing mechanisms and procedures which need to be taken after the initial price inquiry and before arriving to the determination of the issue price, such as the removal of the highest portion of the price quotations by the issuer and lead underwriters in accordance to the guidelines stated in the STI Underwriting Guidelines. We have discussed with the Management and noted that the issue price of A Shares would be determined by the Company and lead underwriters in accordance with applicable laws and regulation, which would be determined through price inquiry with professional institutional investors.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

In view of the above and having considered the fact that (i) the subscription price is expected to be identical to the issue price under the Issue of A Shares; (ii) the issue price is not expected to be lower than the nominal value (.e. RMB1.00 per Share) of the Company pursuant to the Company Law; and (iii) the issue price is not expected to be lower than the latest audited net asset value per share prior to the Proposed Issue of A Shares, we are of the view that the subscription price and the basis for determining the subscription price are fair and reasonable.

4.3 Lock up period and number of Shares for subscription

With reference to the Letter from the Board, the lock up period of A Shares to be allotted under the Strategic Allotment shall be not less than 12 months and the total number of Shares for subscription under the Strategic Allotment Plan shall not exceed 10% of the issue size of the Issue of A Shares. We have reviewed the Implementation Measures and noted that the senior management and core employees shall undertake a lock-up period of not less than 12 months for the Shares that are allotted through the specific assets management plan, and the subscription shares to be issued through the aforesaid plan must not exceed 10% of the total A Shares under the initial public offering. Taking into account that (i) the lock-up period and the number of Shares for subscription is in compliance with the Implementation Measures; and (ii) the lock-up period is in line with that of the Strategic Allotment Comparables, we are of the view that the lock up period and the size of subscription are fair and reasonable.

4.4 Details of the Plan

With reference to the Letter from the Board, the Participants will participate in the Strategic Allotment under the Issue of A Shares through the establishment of the Plan, and the administrator of the Plan is Huatai Securities (Shanghai) Asset Management Co., Ltd (the ‘‘Administrator’’). According to the Plan, we note that the Administrator possesses the rights to exercise the voting rights in the A Shares whereas the Participants do not possess the rights to exercise any voting rights in the A Shares. In this regard, we reviewed the plan and further understand that the Administrator shall exercise such voting rights independently without taking instruction from any of the Participants, the Company, its Directors, and/or other connected persons of the Company and in accordance with the interests of the Company and its Shareholders as a whole, and shall abstain from the relevant resolutions when the conflict of interest arose. In addition, we reviewed the available information released by the Strategic Allotment Comparables and note that two of the Strategic Allotment Comparables have disclosed the arrangement of the voting rights under their special assets management plans, namely China Railway Signal & Communication Corporation Limited and Shanghai Junshi Biosciences Co., Ltd, and both of them share similar voting arrangement with the Company in which the voting rights are exercised by the administrators pursuant to their respective special assets management plans. In view of the above and taking into account that (i) the assessment works that were performed on the terms of the Strategic Allotment Plan as mentioned above; and (ii) the rights and obligations under the Plan are stipulated by applicable laws

– 31 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

and regulations, the CSRC, the Asset Management Association of China and the asset management contract, we are of the view that the terms under the special assets management plan are fair and reasonable.

Having considered the above, we are of the view that the terms of Strategic Allotment to Connected Participants are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned.

RECOMMENDATION

Having considered the above principal factors and reasons discussed above, we are of the view that the terms of the Strategic Allotment to connected persons is on normal commercial terms, fair and reasonable, and the entering into the Strategic Allotment, though not in the ordinary and usual course of business of the Group, is in the interests of the Company and the Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend, and we ourselves recommend, the Independent Shareholders to vote in favour of the relevant resolutions to be proposed for approving the Strategic Allotment at the EGM.

Yours faithfully, For and on behalf of Maxa Capital Limited Michael Fok Managing Director

Mr. Michael Fok is a licensed person registered with the Securities and Futures Commission of Hong Kong and a responsible officer of Maxa Capital Limited to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO and has over 20 years of experience in the corporate finance industry.

– 32 –

GENERAL INFORMATION

APPENDIX I

1. RESPONSIBILITY STATEMENTS

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. NO MATERIAL ADVERSE CHANGE

As of the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since December 31, 2020, the date to which the latest published audited consolidated financial statements of the Group were made up.

3. DISCLOSURE OF INTERESTS

(a) Directors’, chief executive’s and Supervisors’ interest in shares of the Company

As of the Latest Practicable Date, the interests and short positions of the Directors, Supervisors and the chief executive of the Company in the Shares, underlying Shares and debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which were required to be entered in the register kept by the Company pursuant to section 352 of the SFO, or which were otherwise required, to be notified to the Company and the Stock Exchange pursuant to the Model Code, are set out below:

			Number of	Approximate	Approximate
			Shares or	percentage in		Approximate
			underlying	relevant class		percentage of
Name	Class of Shares	Nature of Interest	Shares(1)	of Shares(2)		shareholding(2)
Mr. Wang Weidong(3)	Domestic Shares	Interests of controlled	148,873,474 (L)		64.66%	30.39%
		corporation
	Unlisted Foreign	Interests of controlled	4,111,338 (L)		5.87%	0.84%
	Shares	corporation
	Unlisted Foreign	Interests held jointly	39,818,320 (L)		56.88%	8.13%
	Shares	with another person
	H Shares	Interests of controlled	7,572,387 (L)		3.99%	1.55%
		corporation
	H Shares	Interests held jointly	26,000,000 (L)		13.71%	5.31%
		with another person

– I-1 –

APPENDIX I

GENERAL INFORMATION

			Number of	Approximate
			Shares or	percentage in	Approximate
			underlying	relevant class	percentage of
Name	Class of Shares	Nature of Interest	Shares(1)	of Shares(2)	shareholding(2)
Dr. Fang Jianmin(3)	Domestic Shares	Interests held jointly	148,873,474 (L)	64.66%	30.39%
		with another person
	Unlisted Foreign	Beneficial owner	26,218,320 (L)	37.45%	5.35%
	Shares
	Unlisted Foreign	Interests of controlled	13,600,000 (L)	19.43%	2.78%
	Shares	corporation
	Unlisted Foreign	Interests held jointly	4,111,338 (L)	5.87%	0.84%
	Shares	with another person
	H Shares	Interests held jointly	7,572,387 (L)	3.99%	1.55%
		with another person
	H Shares	Interests of controlled	26,000,000 (L)	13.71%	5.31%
		corporation
Dr. Wang Liqiang(3)	Domestic Shares	Interests held jointly	148,873,474 (L)	64.66%	30.39%
		with another person
	Unlisted Foreign	Interests held jointly	43,929,658 (L)	62.75%	8.97%
	Shares	with another person
	H Shares	Interests held jointly	33,572,387 (L)	17.71%	6.85%
		with another person
Mr. Lin Jian(3)	Domestic Shares	Interests held jointly	148,873,474 (L)	64.66%	30.39%
		with another person
	Unlisted Foreign	Interests held jointly	43,929,658 (L)	62.75%	8.97%
	Shares	with another person
	H Shares	Interests held jointly	33,572,387 (L)	17.71%	6.85%
		with another person

Notes:

(1) The letter ‘‘L’’ stands for long position.
(2) The calculation is based on percentage of shareholding in a total of 489,836,702 Shares, which consists of 189,581,239 H Shares, 230,248,596 Domestic Shares and 70,006,867 Unlisted Foreign Shares as of the Latest Practicable Date.
(3) As of the Latest Practicable Date, each of Yantai Rongda Venture Capital Center (Limited Partnership) (煙台榮達創業投資中心(有限合夥)) (‘‘Rongda’’), Yantai Rongqian Enterprise Management Center (Limited Partnership) (煙台榮謙企業管理中心(有限合夥)) (‘‘Rongqian’’), Yantai Rongshi Enterprise Management Center (Limited Partnership) (煙台榮實企業管理中心(有限合夥)) (‘‘Rongshi’’), Yantai Rongyi Enterprise Management Center (Limited Partnership) (煙台榮益企業管理中心(有限合夥)) (‘‘Rongyi’’), Yantai Rongjian Enterprise Management Center (Limited Partnership) (煙台榮建企業管理中心(有限合夥)) (‘‘Rongjian’’) was a limited partnership established in the PRC. Each of Rongqian, Rongshi, Rongyi and Rongjian is an employee incentive platform and held 18,507,388, 9,190,203, 16,630,337 and 2,163,655 Domestic Shares in our Company, respectively. Mr. Wang is the executive partner of each of Rongda, Rongqian, Rongshi, Rongyi and Rongjian. As such, under the SFO, Mr. Wang is deemed to be interested in the equity interests held by Rongda, Rongqian, Rongshi, Rongyi and Rongjian.

– I-2 –

GENERAL INFORMATION

APPENDIX I

Further, as of the Latest Practicable Date, RongChang Holding Group LTD. was a company incorporated in the British Virgin Islands. Mr. Wang was the sole director of RongChang Holding Group LTD. and RongChang Holding Group LTD. is accustomed to act in accordance with Mr. Wang’s instructions. As such, under the SFO, Mr. Wang is deemed to be interested in the equity interests held by RongChang Holding Group LTD.

As of the Latest Practicable Date, I-NOVA Limited was a company incorporated in the British Virgin Islands and was wholly-owned by Dr. Fang. As such, under the SFO, Dr. Fang is deemed to be interested in the equity interests held by I-NOVA Limited.

On April 16, 2020, Mr. Wang, Dr. Fang, Mr. Lin Jian, Dr. Wang Liqiang, Mr. Wang Xudong, Mr. Deng Yong, Mr. Xiong Xiaobin, Mr. Wen Qingkai, Ms. Yang Minhua, Mr. Wei Jianliang, Rongda, RongChang Holding LTD. and I-NOVA Limited entered into a concert party agreement to confirm that they have acted in concert in the management, decision-making and all major decisions of our Group. As such, each of the Concert Parties are deemed to be interested in the Shares each other is interested in.

Save as disclosed above, as of the Latest Practicable Date, none of the Directors, Supervisors and chief executive of the Company had any interests or short positions in the Shares, underlying Shares and debentures of the Company or its associated corporations, recorded in the register required to be kept under section 352 of the SFO or required to be notified to the Company and the Stock Exchange pursuant to the Model Code.

(b) Interest and/or short position of entities (other than the Directors, Supervisors or chief executive of the Company) in the Shares which is discloseable under Divisions 2 and 3 of Part XV of the SFO

So far as is known to the Company, as of the Latest Practicable Date, as recorded in the register required to be kept by the Company under section 336 of the SFO, the following persons, other than a Director, Supervisor or chief executive of the Company, had an interest of 5% or more in the Shares or underlying Shares:

				Number of	Approximate
				Shares or	percentage in	Approximate
				underlying	relevant class	percentage of
Name		Class of Shares	Nature of Interest	Shares (1)	of Shares (2)	shareholding (2)
Yantai Rongda Venture		Domestic Shares	Interests held jointly	46,491,583 (L)	20.19%	9.49%
Capital Center (Limited			with another person
Partnership) (煙台榮達創業		Domestic Shares	Beneficial owner	102,381,891 (L)	44.49%	20.90%
投資中心(有限合夥))	(3)	H Shares	Interests held jointly	33,572,387 (L)	17.71%	6.85%
			with another person
		Unlisted Foreign	Interests held jointly	43,929,658 (L)	62.75%	8.97%
		Shares	with another person
Yantai Rongqian Enterprise		Domestic Shares	Beneficial owner	18,507,388 (L)	8.04%	3.78%
Management Center
Limited Partnership)
(煙台榮謙企業管理中心
(有限合夥)) (3)

– I-3 –

GENERAL INFORMATION

APPENDIX I

										Number of	Approximate
										Shares or	percentage in	Approximate
										underlying	relevant class	percentage of
Name								Class of Shares	Nature of Interest	Shares (1)	of Shares (2)	shareholding (2)
Yantai Rongyi		Enterprise						Domestic Shares	Beneficial owner	16,630,337 (L)	7.22%	3.40%
Management			Center
(Limited Partnership)
(煙台榮益企業管理中心
(有限合夥))		(3)
RongChang Holding Group								Domestic Shares	Interests held jointly	148,873,474 (L)	64.66%	30.39%
LTD.	(3)								with another person
								H Shares	Interests held jointly	33,572,387 (L)	17.71%	6.85%
									with another person
								Unlisted Foreign	Beneficial owner	4,111,338 (L)	5.87%	0.84%
								Shares	Interests held jointly	39,818,320 (L)	56.88%	8.13%
									with another person
I-NOVA	Limited			(3)				Domestic Shares	Interests held jointly	148,873,474 (L)	64.66%	30.39%
									with another person
								H Shares	Beneficial owner	39,600,000 (L)	20.89%	8.08%
								H Shares	Interests held jointly	37,902,045 (L)	19.99%	7.74%
									with another person
Mr. Wang Xudong						(3)		Domestic Shares	Interests held jointly	148,873,474 (L)	64.66%	30.39%
									with another person
								H Shares	Interests held jointly	33,572,387 (L)	17.71%	6.85%
									with another person
								Unlisted Foreign	Interests held jointly	43,929,658 (L)	62.75%	8.97%
								Shares	with another person
Mr. Deng Yong			(3)					Domestic Shares	Interests held jointly	148,873,474 (L)	64.66%	30.39%
									with another person
								H Shares	Interests held jointly	33,572,387 (L)	17.71%	6.85%
									with another person
								Unlisted Foreign	Interests held jointly	43,929,658 (L)	62.75%	8.97%
								Shares	with another person
Mr. Xiong Xiaobin							(3)	Domestic Shares	Interests held jointly	148,873,474 (L)	64.66%	30.39%
									with another person
								H Shares	Interests held jointly	33,572,387 (L)	17.71%	6.85%
									with another person
								Unlisted Foreign	Interests held jointly	43,929,658 (L)	62.75%	8.97%
								Shares	with another person
Mr. Wen Qingkai					(3)			Domestic Shares	Interests held jointly	148,873,474 (L)	64.66%	30.39%
									with another person
								H Shares	Interests held jointly	33,572,387 (L)	17.71%	6.85%
									with another person
								Unlisted Foreign	Interests held jointly	43,929,658 (L)	62.75%	8.97%
								Shares	with another person

– I-4 –

APPENDIX I

GENERAL INFORMATION

			Number of	Approximate
			Shares or	percentage in	Approximate
			underlying	relevant class	percentage of
Name	Class of Shares	Nature of Interest	Shares (1)	of Shares (2)	shareholding (2)
Ms. Yang Minhua (3)	Domestic Shares	Interests held jointly	148,873,474 (L)	64.66%	30.39%
		with another person
	H Shares	Interests held jointly	33,572,387 (L)	17.71%	6.85%
		with another person
	Unlisted Foreign	Interests held jointly	43,929,658 (L)	62.75%	8.97%
	Shares	with another person
Mr. Wei Jianliang (3)	Domestic Shares	Interests held jointly	148,873,474 (L)	64.66%	30.39%
		with another person
	H Shares	Interests held jointly	33,572,387 (L)	17.71%	6.85%
		with another person
	Unlisted Foreign	Interests held jointly	43,929,658 (L)	62.75%	8.97%
	Shares	with another person
Fund for the transformation	Domestic Shares	Beneficial owner	24,732,556 (L)	10.74%	5.05%
of National Science and
Technology Major Project
(國投(上海)科技成果轉化創
業投資基金企業(有限合夥))
(‘‘SDIC Venture’’) (4)
SDIC (Shanghai) Venture	Domestic Shares	Interests of controlled	24,732,556 (L)	10.74%	5.05%
Capital Management Co.,		corporation
Ltd. (國投(上海)創業投資
管理有限公司) (4)
SDIC Venture Capital	Domestic Shares	Interests of controlled	24,732,556 (L)	10.74%	5.05%
Management Co., Ltd.		corporation
(國投創業投資管理有限
公司) (4)
China SDIC Gaoxin	Domestic Shares	Interests of controlled	35,285,870 (L)	15.33%	7.20%
Industrial Investment		corporation
Corp., Ltd. (中國國投高新
產業投資有限公司) (4)(5)
State Development &	Domestic Shares	Interests of controlled	35,285,870 (L)	15.33%	7.20%
Investment Corporation		corporation
(國家開發投資集團有限
公司) (4)(5)
PAG Growth Prosperity	Unlisted Foreign	Beneficial owner	15,076,145 (L)	21.54%	3.08%
Holding I (HK) Limited	Shares
(‘‘PAG I’’) (6)	H Shares		6,030,457 (L)	3.18%	1.23%
PAG Growth I LP (6)	Unlisted Foreign	Interests of controlled	15,400,762 (L)	22.00%	3.14%
	Shares	corporation
	H Shares		7,708,071 (L)	4.07%	1.57%

– I-5 –

APPENDIX I

GENERAL INFORMATION

				Number of	Approximate
				Shares or	percentage in	Approximate
				underlying	relevant class	percentage of
Name		Class of Shares	Nature of Interest	Shares (1)	of Shares (2)	shareholding (2)
Wholly Sunbeam Limited		Unlisted Foreign	Beneficial owner	7,846,855 (L)	11.21%	1.60%
		Shares
		H Shares		7,846,856 (L)	4.14%	1.60%
Mr. Zhu Hongtu	(7)	Unlisted Foreign	Interests of controlled	7,846,855 (L)	11.21%	1.60%
		Shares	corporation
		H Shares		7,846,856 (L)	4.14%	1.60%
RC-Biology Investment Ltd.		H Shares	Beneficial owner	10,818,262 (L)	5.71%	2.21%
Shenzhen Capital Group Co.,		Domestic Shares	Beneficial owner	12,813,478 (L)	5.57%	2.62%
Ltd. (深圳市創新投資集團
有限公司)

Notes:

(1) The letter ‘‘L’’ stands for long position.
(2) The calculation is based on percentage of shareholding in a total of 489,836,702 Shares, which consists of 189,581,239 H Shares, 230,248,596 Domestic Shares and 70,006,867 Unlisted Foreign Shares as of the Latest Practicable Date.
(3) Please refer to the footnote (3) under the heading ‘‘(a) Directors’, chief executive’s and Supervisors’ interest in shares of the Company’’ above.
(4) SDIC Venture beneficially owns 24,732,556 Domestic Shares and is a limited partnership incorporated in the PRC, whose executive partner is SDIC (Shanghai) Venture Capital Management Co., Ltd. (國投(上海)創業投資管理有限公司), a wholly-owned subsidiary of SDIC Venture Capital Management Co., Ltd. (國投創業投資管理有限公司), which is owned as to 40% by China SDIC Gaoxin Industrial Investment Corp., Ltd. (中國國投高新產業投資有限公司).

China SDIC Gaoxin Industrial Investment Corp., Ltd. is a wholly-owned subsidiary of State Development & Investment Corporation (國家開發投資集團有限公司), a state-owned entity incorporated in the PRC.

As such, under the SFO, each of SDIC (Shanghai) Venture Capital Management Co., Ltd., SDIC Venture Capital Management Co., Ltd., China SDIC Gaoxin Industrial Investment Corp., Ltd. and State Development & Investment Corporation is deemed to be interested in the equity interests held by SDIC Venture.

(5) SDIC Chuanghe beneficially owns 7,538,084 Domestic Shares and is a limited partnership incorporated in the PRC, whose executive partner is SDIC Unity Capital Co., Ltd. (國投創合基金管理有限公司).

Hangzhou Chuanghe beneficially owns 3,015,230 Domestic Shares and is a limited partnership incorporated in the PRC, whose executive partner is SDIC Unity (Hangzhou) Start-up Investment Management Co., Ltd. (國投創合(杭州)創業投資管理有限公司), a wholly-owned subsidiary of SDIC Unity Capital Co., Ltd.

– I-6 –

GENERAL INFORMATION

APPENDIX I

SDIC Unity Capital Co., Ltd. is owned as to 40% by State Development and Hi-tech Investment Corp. (國投高科技投資有限公司), a wholly-owned subsidiary of China SDIC Gaoxin Industrial Investment Corp., Ltd. (中國國投高新產業投資有限公司). Please refer to footnote (4) for shareholding information of China SDIC Gaoxin Industrial Investment Corp., Ltd.

As such, under the SFO, each of SDIC Unity Capital Co., Ltd., State Development and Hi-tech Investment Corp. and China SDIC Gaoxin Industrial Investment Corp., Ltd. is deemed to be interested in the equity interests held by SDIC Chuanghe, and each of SDIC Unity (Hangzhou) Start-up Investment Management Co., Ltd. and SDIC Unity Capital Co., Ltd. is deemed to be interested in the equity interests held by Hangzhou Chuanghe.

(6) PAG I beneficially owns 15,076,145 Unlisted Foreign Shares and 6,030,457 H Shares, and is wholly-owned by PAG Growth Prosperity Holding I (Cayman) Limited, which is in turn whollyowned by PAG Growth Prosperity Holding I Limited, a wholly-owned subsidiary of PAG Growth I LP. As such, under the SFO, each of PAG Growth Prosperity Holding I (Cayman) Limited, PAG Growth Prosperity Holding I Limited and PAG Growth I LP is deemed to be interested in the equity interests held by PAG I.

PAG Growth Holding IV (HK) Limited (‘‘PAG IV’’) beneficially owns 324,617 Unlisted Foreign Shares and 1,677,614 H Shares, and is wholly-owned by PAG Growth Holding IV (Cayman) Limited, which is in turn wholly-owned by PAG Growth Holding IV Limited, a wholly-owned subsidiary of PAG Growth I LP. As such, under the SFO, each of PAG Growth Prosperity Holding IV (Cayman) Limited, PAG Growth Prosperity Holding IV Limited and PAG Growth I LP is deemed to be interested in the equity interests held by PAG IV.

(7) Wholly Sunbeam Limited beneficially owns 7,846,855 Unlisted Foreign Shares and 7,846,856 H Shares, and is wholly-owned by Mr. Zhu Hongtu (朱宏圖). As such, under the SFO, Mr. Zhu Hongtu is deemed to be interested in the equity interests held by Wholly Sunbeam Limited.

Save as disclosed above, as of the Latest Practicable Date, the Company had not been notified of any persons (other than a Director, Supervisor or chief executive of the Company) who had an interest or short position in the Shares or underlying Shares that were recorded in the register required to be kept under section 336 of the SFO.

4. COMPETING INTEREST

As of the Latest Practicable Date, so far as the Directors were aware, none of the Directors, management, Shareholders or their respective associates is considered by the Company to have interests in business which compete with, or might compete with, either directly or indirectly, with the business of the Group, other than those business in which such Directors have been appointed to represent the interests of the Company and/or other members of the Group.

5. DIRECTORS’ INTEREST IN SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group which will not expire or is not determinable by the relevant member of the Group within one year without payment of any compensation (other than statutory compensation).

– I-7 –

GENERAL INFORMATION

APPENDIX I

6. DIRECTORS’ INTERESTS IN ASSETS AND CONTRACTS OF SIGNIFICANCE

As at the Latest Practicable Date, none of the Directors had any direct or indirect interests in any assets which have been acquired or disposed of by, or leased to, or which are proposed to be acquired or disposed of by, or leased to, the Company or any of its subsidiaries since December 31, 2020, the date of which the latest published audited consolidated financial statements of the Group were made up. No contract or arrangement in which a Director is materially interested and which is significant in relation to the business of the Group subsisted as at the Latest Practicable Date.

7. EXPERT’S QUALIFICATION AND CONSENT

(a) The following is the qualification of the expert who has given its opinion or advice which is contained in this circular:

Name

Qualification

Maxa Capital a licensed corporation to carry out Type 1 and Type 6 regulated activities under the SFO

(a) As at the Latest Practicable Date, the expert mentioned in paragraph (a) above did not have any shareholding in the Group nor any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in the Group.
(b) As at the Latest Practicable Date, the expert has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and opinion dated December 3, 2021 and reference to its name in the form and context in which they appear.
(c) The letter and recommendation given by the Independent Financial Adviser are given as of the date of this circular for incorporation herein.
(d) The expert has no direct or indirect interest in any assets which have been acquired or disposed of by, or leased to, or which are proposed to be acquired or disposed of by, or leased to, the Company or any of its subsidiaries since December 31, 2020, being the date to which the latest published audited consolidated financial statements of the Group were made up.

8. LITIGATION

As at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration or claim of material importance and, so far as the Directors were aware, no litigation or claims of material importance are pending or threatened by or against any member of the Group.

– I-8 –

GENERAL INFORMATION

APPENDIX I

9. GENERAL

(a) The registered office of the Company is situated at 58 Middle Beijing Road. Yantai Development Zone, Yantai Area of Shandong Pilot Free Trade Zone, PRC.
(b) The principal place of business of the Company in Hong Kong is 40th Floor, Dah Sing Financial Centre, No. 248 Queen’s Road East, Wanchai, Hong Kong.
(c) The Company’s H Share registrar and transfer office in Hong Kong is Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong.
(d) Dr. Fang Jianmin (房健民) and Ms. Tam Pak Yu, Vivien (譚栢如) are the authorized representatives of the Company.
(e) Mr. Li Jia (李嘉) and Ms. Tam Pak Yu, Vivien (譚栢如) are the joint company secretaries of the Company.

10. DOCUMENTS AVAILABLE ON DISPLAY

Copies of the following documents will be available on display on the website of the Stock Exchange at www.hkexnews.hk and our website at http://www.remegen.cn during a period of 14 days from the date of the circular:

(a) the Strategic Allotment Plan under the Issue of A Shares;
(b) the letter of recommendation from the Independent Board Committee, the text of which is set out on pages 16 to 17 of this circular;
(c) the letter of advice issued by the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, the text of which is set out on pages 18 to 32 of this circular; and
(d) the written consent of the expert referred to in paragraph 7(b) above.

– I-9 –

NOTICE OF EGM

==> picture [112 x 39] intentionally omitted <==

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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2021 third extraordinary general meeting (the ‘‘EGM’’) of RemeGen Co., Ltd.* (the ‘‘Company’’) will be held at 58 Middle Beijing Road, Yantai Development Zone, Yantai Area of Shandong Pilot Free Trade Zone, the People’s Republic of China at 2 p.m. on December 20, 2021 for the purpose of considering and, if thought fit, passing the following resolution (unless otherwise indicated, capitalized terms used in this notice and the following resolution shall have the same meanings as those defined in the circular of the Company despatched to the Shareholders on December 3, 2021.

AS ORDINARY RESOLUTION:

To consider and approve:

‘‘THAT:

i. the Strategic Allotment under the Plan; and
ii. any one of the directors of the Company be and is hereby authorized to do, approve and transact all such acts and things as the director may in his/her absolute discretion consider necessary or desirable in connection therewith.’’

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

Yantai, the PRC December 3, 2021

– EGM-1 –

NOTICE OF EGM

Notes:

All resolutions at the EGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The results of the poll will be published on the websites of the Company at www.remegen.cn and Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the EGM.
Any shareholder entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a shareholder of the Company.
In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be completed and returned to the Company’s headquarters and registered office in the PRC (for holders of domestic shares and unlisted foreign shares) or the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H shares), at least 24 hours before the EGM (i.e. before 2 p.m. on Sunday, December 19, 2021) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude a shareholder from attending and voting at the EGM or any adjourned meeting thereof should he/she so wish.
For the purpose of determining the list of holders of H shares who are entitled to attend the EGM, the register of members of H Shares of the Company has been scheduled to close from Saturday, November 20, 2021 to Monday, December 20, 2021, both days inclusive, during which period no transfer of H Shares will be registered. In order to be eligible to attend and vote at the EGM, unregistered holders of the shares shall ensure all transfer documents must be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, November 19, 2021 for registration.
Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the EGM, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall alone be entitled to vote in respect thereof.
A shareholder or his/her proxy should produce proof of identity when attending the EGM.
Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses. Shareholders may contact the Investor Relations Department of the Company at +86-0535-3573598 or [email protected] for any enquiries in respect of the EGM.

As at the date of this notice, the board of directors 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

– EGM-2 –

AI assistant

RemeGen Co., Ltd. — Proxy Solicitation & Information Statement 2021

51206_rns_2021-12-02_ad842b1f-a58e-4a39-8dd4-9e88f215ff37.pdf

RemeGen Co., Ltd.[*]

CONNECTED TRANSACTION PARTICIPATION IN STRATEGIC ALLOTMENT UNDER THE ISSUE OF A SHARES BY CONNECTED PERSONS AND NOTICE OF EGM

DEFINITIONS

RemeGen Co., Ltd.[*]

(Stock Code: 9995)

CONNECTED TRANSACTION

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

I. INTRODUCTION

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

1. Strategic Allotment Plan

(i) Participants

(ii) Source of the Shares

(iii) Number of Shares for subscription

(iv) Subscription price

LETTER FROM THE BOARD

(v) Means of implementation

(vi) Details of the Plan

Rights

Obligations

Rights

Obligations

(vii) Lock-up period

(viii) Validity period

2. Reasons for and benefits of Strategic Allotment under the Issue of A Shares

3. Listing Rules Implications

LETTER FROM THE BOARD

4. General information

III. EGM AND PROXY ARRANGEMENT

IV. CLOSURE OF REGISTER OF MEMBERS

V. RECOMMENDATION

VI. ADDITIONAL INFORMATION

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

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

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

INTRODUCTION

LISTING RULES IMPLICATION

OUR INDEPENDENCE

BASIS OF OUR OPINION

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Background information of the Group

2. Reasons for and benefits of the Strategic Allotment under the Issue of A Shares

3. Principal terms of the Strategic Allotment Plan

(a) Participants

(b) Source of the Shares

(c) Number of Shares for subscription

(d) Subscription Price

(e) Means of implementation

(f) Details of the Plan

(g) Lock-up Period

(h) Validity period

4. Assessment of the terms of the Strategic Allotment Plan

4.1 Selection of Connected Participants

4.2 Subscription price and the basis for determining the subscription price

4.3 Lock up period and number of Shares for subscription

4.4 Details of the Plan

RECOMMENDATION

1. RESPONSIBILITY STATEMENTS

2. NO MATERIAL ADVERSE CHANGE

3. DISCLOSURE OF INTERESTS

(a) Directors’, chief executive’s and Supervisors’ interest in shares of the Company

GENERAL INFORMATION

GENERAL INFORMATION

GENERAL INFORMATION

4. COMPETING INTEREST

5. DIRECTORS’ INTEREST IN SERVICE CONTRACTS

6. DIRECTORS’ INTERESTS IN ASSETS AND CONTRACTS OF SIGNIFICANCE

7. EXPERT’S QUALIFICATION AND CONSENT

Name

Qualification

8. LITIGATION

9. GENERAL

10. DOCUMENTS AVAILABLE ON DISPLAY

NOTICE OF EXTRAORDINARY GENERAL MEETING

AS ORDINARY RESOLUTION:

‘‘THAT:

More from RemeGen Co., Ltd.

RemeGen Co., Ltd. Proxy Solicitation & Information Statement 2021

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)