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

May 13, 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.

==> 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)

(1) PROPOSED ISSUE OF A SHARES AND LISTING ON THE SCI-TECH BOARD AND OTHER ANCILLARY RESOLUTIONS; (2) PROPOSED AMENDMENTS TO THE ARTICLES ANCILLARY TO THE PROPOSED ISSUE;

(3) UNCOVERED DEFICIT OF THE COMPANY AMOUNTING TO ONE-THIRD OF THE TOTAL SHARE CAPITAL;

(4) PROPOSED CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTOR;

AND

(5) NOTICE OF EGM AND CLASS MEETINGS

A notice convening the EGM and Class Meetings of RemeGen Co., Ltd. to be held immediately after the conclusion of the AGM at 2 p.m. on Tuesday, June 1, 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 and the Class Meetings 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 and/or the Class Meetings 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 and the Class Meetings (i.e. not later than 2 p.m. on Monday, May 31, 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 and/or the Class Meetings if they so wish.

• For identification purpose only

May 14, 2021

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I	— PLAN FOR STABILISATION OF PRICE OF A SHARES WITHIN
	THREE YEARS AFTER THE INITIAL PUBLIC OFFERING OF
	A SHARES AND LISTING ON THE SCI-TECH BOARD . . . . . . . . . .	I-1
APPENDIX II	— THREE-YEAR DIVIDEND DISTRIBUTION PLAN FOR
	SHAREHOLDERS AFTER THE INITIAL PUBLIC OFFERING OF
	A SHARES AND THE LISTING ON THE SCI-TECH BOARD . . . . .	II-1
APPENDIX III	— ANALYSIS ON DILUTION ON IMMEDIATE RETURN
	BY THE INITIAL PUBLIC OFFERING OF A SHARES AND
	RECOVERY MEASURES FOR THE IMMEDIATE RETURN . . . . . .	III-1
APPENDIX IV	— PROPOSED AMENDMENTS TO THE ARTICLES OF
	ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES . . . . .	IV-1
APPENDIX V	— PROPOSED FORMULATION OF THE RULES OF
	PROCEDURES FOR THE MEETING OF SHAREHOLDERS . . . . . .	V-1
APPENDIX VI	— PROPOSED FORMULATION OF THE RULES OF
	PROCEDURES FOR THE BOARD OF DIRECTORS . . . . . . . . . . . . . .	VI-1
APPENDIX VII	— PROPOSED FORMULATION OF THE RULES OF
	PROCEDURES FOR THE SUPERVISORY COMMITTEE . . . . . . . . .	VII-1
APPENDIX VIII	— PROPOSED FORMULATION OF
	THE TERMS OF REFERENCE
	FOR THE INDEPENDENT NON-EXECUTIVE DIRECTORS . . . . . .	VIII-1
APPENDIX IX	— PROPOSED FORMULATION OF THE MANAGEMENT
	POLICIES FOR RELATED (CONNECTED) TRANSACTIONS . . . . .	IX-1
APPENDIX X	— PROPOSED FORMULATION OF THE MANAGEMENT
	POLICIES FOR EXTERNAL GUARANTEES . . . . . . . . . . . . . . . . . . . . .	X-1
APPENDIX XI	— PROPOSED FORMULATION OF THE MANAGEMENT
	POLICIES FOR EXTERNAL INVESTMENT . . . . . . . . . . . . . . . . . . . . .	XI-1
APPENDIX XII	— PROPOSED FORMULATION OF THE MANAGEMENT
	POLICIES FOR RAISED PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . .	XII-1
APPENDIX XIII	— PROPOSED FORMULATION OF THE MANAGEMENT
	POLICIES ON MATERIAL TRANSACTIONS . . . . . . . . . . . . . . . . . . . .	XIII-1
APPENDIX XIV	— PROPOSED FORMULATION OF THE MANAGEMENT POLICIES
	FOR FUNDS TRANSFERS WITH RELATED PARTIES . . . . . . . . . . .	XIV-1
APPENDIX XV	— REPORT ON THE USE OF PROCEEDS RAISED IN PREVIOUS
	OFFERING BY REMEGEN CO., LTD. . . . . . . . . . . . . . . . . . . . . . . . . . . .	XV-1
NOTICE OF THE 2021 SECOND EXTRAORDINARY GENERAL MEETING . . . . . . . . . . .		N-1
NOTICE OF THE 2021 FIRST CLASS MEETING OF H SHAREHOLDERS . . . . . . . . . . . .		N-9
NOTICE OF THE 2021 FIRST CLASS MEETING OF DOMESTIC SHAREHOLDERS
AND UNLISTED FOREIGN SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		N-17

– i –

DEFINITIONS

In this circular, the following expression shall have the meanings set out below unless the context requires otherwise:

• ‘‘AGM’’

• the 2020 annual general meeting of the Company to be held at 2 p.m. on Tuesday, June 1, 2021

• ‘‘AMD’’

• age-related macular degeneration, a medical condition characterized by the abnormal growth of blood vessels in the retina

• ‘‘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

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

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

• ‘‘Board of Directors’’ or ‘‘Board’’

the board of Directors of the Company

• ‘‘China’’ or the ‘‘PRC’’

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

• ‘‘Class Meetings’’

• the class meeting of holders of H Shares and the class meeting of holders of Domestic Shares and Unlisted Foreign Shares to be held, the notices of which are set out in pages N-9 to N-24 of this circular

• ‘‘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)

• ‘‘Controlling Shareholders’’

• 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 Center (Limited Partnership) (煙 台榮達創業投資中心(有限合夥)), RongChang Holding Group LTD. and I-NOVA Limited

• ‘‘Core Products’’ as defined in the Prospectus

• ‘‘CSRC’’

• China Securities Regulatory Commission

– 1 –

DEFINITIONS

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

• ‘‘DME’’

• diabetic macular edema, a complication of diabetes caused by fluid accumulation in the macula, or central portion of the eye, that leads the macula to swell

• ‘‘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

• ‘‘DR’’

• diabetic retinopathy, a complication of diabetes caused by damage to the blood vessels of the light sensitive tissue at the retina

• ‘‘EGM’’

• the 2021 second extraordinary general meeting of the Company to be held, the notice of which is set out in pages N-1 to N-8 of this circular

• ‘‘Global Offering’’

• as defined in the Prospectus

• ‘‘Group’’

• the Company and its subsidiaries

• ‘‘H Share(s)’’

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

• ‘‘Hong Kong Dollars’’ or ‘‘HK$’’

Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘Hong Kong’’

the Hong Kong Special Administrative Region of the PRC

• ‘‘Latest Practicable Date’’

• May 10, 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• ‘‘Listing Rules’’

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

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

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

• ‘‘Prospectus’’

• the prospectus of the Company dated October 28, 2020

– 2 –

DEFINITIONS

• ‘‘RC Pharma’’

Yantai Rongchang Pharmaceutical Co., Ltd. (煙台榮昌製藥 股份有限公司), a joint stock company incorporated in the PRC on March 18, 1993

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

• ‘‘Sci-Tech Board’’

• the Sci-Tech Innovation Board of the Shanghai Stock Exchange

• ‘‘Share(s)’’

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

• ‘‘Shareholder(s)’’

• holder(s) of the Shares

• ‘‘STI Underwriting Guidelines’’

• Guidelines on the Issuance and Underwriting of Shares on the Sci-Tech Innovation Board on the Shanghai Stock Exchange 《( 上海證券交易所科創板股票發行與承銷業務指 引》)

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Strategy Committee’’ the strategy committee of the Board

• ‘‘Supervisor(s)’’ the supervisor(s) of the Company

• ‘‘Supervisory Committee’’ the supervisory committee of the Company

• ‘‘Unlisted Foreign Share(s)’’

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

• ‘‘wet AMD’’

• one of two types of age-related macular degeneration, which can lead to sudden and severe vision loss and is the most advanced form of AMD

– 3 –

LETTER FROM THE BOARD

==> 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)

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 Dr. Wang Liqiang Dr. Su Xiaodi Principal Place of Business in Hong Kong: 40th Floor, Dah Sing Financial Centre Independent non-executive Directors: No. 248 Queen’s Road East Ms. Yu Shanshan Wanchai Mr. Hao Xianjin Hong Kong Dr. Lorne Alan Babiuk

May 14, 2021

To the Shareholders:

Dear Sir/Madam,

• (1) PROPOSED ISSUE OF A SHARES AND LISTING ON THE

SCI-TECH BOARD AND OTHER ANCILLARY RESOLUTIONS;

• (2) PROPOSED AMENDMENTS TO THE ARTICLES ANCILLARY TO THE PROPOSED ISSUE;

• (3) UNCOVERED DEFICIT OF THE COMPANY AMOUNTING TO ONE-THIRD OF THE TOTAL SHARE CAPITAL;

• (4) PROPOSED CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTOR;

AND

• (5) NOTICE OF EGM AND CLASS MEETINGS

– 4 –

LETTER FROM THE BOARD

I. INTRODUCTION

Reference is made to the Company’s announcement dated May 10, 2021 in relation to, among others, the Proposed Issue of A Shares and proposed amendments to the Articles.

The purpose of this circular is to provide you with the Notice of the EGM, the Notices of the Class Meetings and the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the EGM and the Class Meetings.

II. DETAILS OF THE RESOLUTIONS

1. Proposed Issue of A Shares

The Company proposed to apply to the relevant regulatory authorities in the PRC for the allotment and issue of not more than 54,426,301 A Shares and proposed to apply to the Shanghai Stock Exchange for the listing of, and permission to deal in, the A Shares on the Sci-Tech Board.

The Issue of A Shares will be subject to, among other things, the approval by the Shareholders by way of special resolutions at the EGM and the Class Meetings, as well as the approvals by the CSRC and the Shanghai Stock Exchange.

If the Issue of A Shares as set out in resolutions 2 (i) to (ix) of the Notice of the EGM and resolutions 2 (i) to (ix) of the Notices of the Class Meetings is not approved by the Shareholders, the Issue of A Shares will not proceed, and the ancillary matters as set out in resolutions 1, 3 to 16 of the Notice of the EGM and resolutions 1, 3 to 16 of the Notices of the Class Meetings will not proceed.

Details of the Issue of A Shares

(1) Class of new Shares to be issued

Ordinary Shares with a nominal value of RMB1.00 each (A Shares).

Except as otherwise stipulated in laws, regulations, other regulatory documents and the Articles, the A Shares to be issued will rank pari passu in all respects with the issued Domestic Shares, Unlisted Foreign Shares and H Shares.

(2) Place of listing

All A Shares will be listed and traded on the Sci-Tech Board.

• (3) Nominal value of new Shares to be issued

RMB1.00 each.

– 5 –

LETTER FROM THE BOARD

(4) Issue size

The Company proposes to issue not more than 54,426,301 new A Shares, representing approximately 11.11% of the issued Shares of the Company as of the date of this announcement, and approximately 10% of the enlarged issued Shares upon completion of the Issue of A Shares. The Issue of A Shares only involves issue of new Shares, and will not involve sale of Shares by existing Shareholders. The final issue size will be determined by the Board after consultation with the lead underwriter(s) according to the authorization (if granted at the EGM and the Class Meetings), and be subject to final number of A Shares registered by the CSRC. No over-allotment option will be granted under the Proposed Issue of A Shares.

Please refer to ‘‘III. OTHER INFORMATION IN RELATION TO THE PROPOSED ISSUE OF A SHARES — (2) Effects of the Issue of A Shares on the shareholding structure of the Company’’ below for effects on shareholding structure.

(5) Target subscribers

Investors who fulfill the relevant rules and requirements relating to the Sci-Tech Board published by the Shanghai Stock Exchange and the CSRC (excluding those in respect of which subscription has been prohibited by laws, regulations and regulatory documents of the PRC).

If any of the target subscribers is a connected person of the Company, the Company will comply with the relevant requirements, including (if applicable) reporting, announcement and independent shareholders’ approval, under the Listing Rules.

As of the Latest Practicable Date, none of the connected person(s) of the Company has indicated to the Company that he/she/it intends to participate in the subscription of the A Shares.

(6) Method of issuance

The Issue of A Shares will be conducted through a combination of off-line placement to the price consultation participants and offering by way of on-line subscription by public investors, or other methods of issuance approved by the securities regulatory authorities (including but not limited to offering to strategic investors). To the best knowledge of the Directors, there is currently no other methods of issuance other than through a combination of off-line placement to the price consultation participants and offering by way of on-line subscription by public investors.

(7) Method of underwriting

The Issue of A Shares will be underwritten by the sponsor(s) and underwriter(s) by way of standby commitment.

– 6 –

LETTER FROM THE BOARD

(8) Pricing methodology

The issue price for 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 Sci-Tech Innovation Board Implementation Measures, 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.

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 at 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.

As at the Latest Practicable Date, the closing price of H Share as quoted on the Stock Exchange is HK$94.1 per H Share.

(9) Schedule of issuance

The Company will proceed with the Issue within 12 months after the Shanghai Stock Exchange issues the approval opinion and CSRC approves the Issue. The Board and the lead underwriter(s) will determine the listing date for the A Shares after the CSRC agrees to the registration of the A Shares and after completion of the offering.

(10) Validity period of the resolutions

The resolutions in respect of the Issue of A Shares will be valid for a period of 12 months from the date of approval at the EGM and the Class Meetings. If the Company fails to complete the Proposed Issue of A Shares within 12 months from the date of approval at the EGM and the Class Meetings, the Company will seek further approvals at extraordinary general meeting and class meetings for the Proposed Issue of A Shares. This proposal has been approved by the Board, and shall be submitted to the EGM and the Class Meetings, respectively, for consideration and approval by way of special resolutions.

– 7 –

LETTER FROM THE BOARD

2. Other Resolutions related to the Issue of A Shares

If the Issue of A Shares as set out in resolutions 2 (i) to (ix) of the Notice of the EGM and resolutions 2 (i) to (ix) of the Notices of the Class Meetings is not approved by the Shareholders, the Issue of A Shares will not proceed, and the ancillary matters as set out in this section (i.e., resolutions 1, 3 to 16 of the Notice of the EGM and resolutions 1, 3 to 16 of the Notices of the Class Meetings) will not proceed.

• (1) The fulfillment by the Company of the requirements for initial public offering of A Shares and listing on the Sci-Tech Board

A special resolution will be proposed at the EGM and the Class Meetings to consider and approve the fulfillment by the Company of the requirements for initial public offering of A Shares and listing on the Sci-Tech Board.

After years of development and innovation, the Company was successfully listed on the Stock Exchange and has become a leading enterprise in the biologics industry. The Company has key core technologies, outstanding technological innovation ability, and mainly relies on core technologies to carry out production and operation. It has a stable business model, high market recognition and good social image, and strong growth. By taking into consideration the Company’s own actual situation, the Company believes that its business operation is in line with the Sci-Tech Board positioning and national strategy. The Company has fulfilled requirements under existing laws, regulations and regulatory documents in respect of the initial public offering of A Shares and listing on the Sci-Tech Board.

• (2) The investment projects to be funded by the proceeds raised from the Issue of A Shares and feasibility analysis

A special resolution will be proposed at the EGM and the Class Meetings to consider and approve the investment projects to be funded by the proceeds raised from the Issue of A Shares and feasibility analysis.

– 8 –

LETTER FROM THE BOARD

The proceeds raised by the Company from the Proposed Issue of A Shares will be used for the following projects (the ‘‘Projects’’) after deducting the issuance expenses:

No. Project name Current Status 1 Industrialization of Biologics (生物新藥產 業化項目) Commenced pre-construction works 2 Research and Development of Anticancer Antibodies (抗腫瘤抗體新藥研發 項目) Ongoing (including the phase Ib/II/III trials of RC48 for different indications which are currently under patient recruitment, the phase I trial of RC88 which is under patient recruitment, and the phase I trials of RC98 and RC108) 3 Research and Development of Antibodies Targeting Autoimmune and Ophthalmic Diseases (自身免疫及眼科疾病抗 體新藥研發項目) Ongoing (including the post- commercialisation confirmatory trial of RC18 for SLE and the Phase II/III trials of RC18 for other indications, the Phase Ib trial of RC28 for wAMD and phase II trials of RC28 for other indications which are under patient recruitment) 4 Working Capital N/A Total

Proposed investment amount from proceeds raised (RMB) 1,600,000,000 853,300,000 346,700,000 1,200,000,000

4,000,000,000

Note: Final names of the Projects shall be based upon names approved by or filed with (if required) the government authorities.

Before the proceeds raised from the Issue of A Shares are in place, the Company may make an initial investment with its own funds according to the needs of the Projects, and after the proceeds raised are in place, the Company can replace the initial investment funds with the proceeds raised from the Issue of A Shares.

– 9 –

LETTER FROM THE BOARD

After the proceeds raised from the Issue of A Shares are in place, if the net proceeds actually raised (after deducting the issuance expenses) are less than the total amount of proceeds to be invested, the shortfall shall be covered by the Company with its own funds. If the proceeds raised from this issuance exceeds the capital requirements of the Projects, the surplus amount will be mainly used for general corporate and working capital purposes.

If the Proposed Issue of A Shares does not proceed, the Projects may be negatively impacted. For instance, the clinical trials of the Company’s pipeline products may be delayed, the large-scale production of the Company’s biologics may be delayed and the Company may not be able to recruit sufficient manpower on a timely manner. However, the failure to proceed with the Proposed Issue of A Shares is not expected to cause any material adverse impact to the operations and the financial positions of the Company as the Company has obtained sufficient funds to support its operations and working capital in the near term as a result of the proceeds obtained from the Global Offering, and the Company may seek further funding by way of other financing means. If the Proposed Issue of A Shares does not proceed, the Company will continue to proceed with the Projects and if further funding is required, the Company may raise funds by taking out bank loans, conducting placement of Shares or debt financing, etc..

The Company believes that there are good prospects for the Projects which are complementary to the current businesses of the Company. The Projects are also in line with the relevant national policies, environmental policies and other relevant laws and regulations. The Projects and amounts of proceeds are appropriate for the current business size, financial status, technology standard and management capability of the Company. The proposed use of proceeds are in the interests of the Company and the Shareholders as a whole and are feasible.

(3) Proposal for accumulated profit distribution and the plan for undertaking unrecovered losses prior to the Issue of A Shares

A special resolution will be proposed at the EGM and the Class Meetings to consider and approve the proposal for accumulated profit distribution and the plan for undertaking unrecovered losses prior to the Issue of A Shares. Details are as follows:

As of the Latest Practicable Date, the Company has no undistributed accumulated profit. If the Company has undistributed accumulated profit or uncovered losses before the Issue of A Shares and listing on the Sci-Tech Board, then it is proposed that the new and existing Shareholders shall share such profit or bear such losses in proportion to their respective shareholdings after the Issue of A Shares and listing on the Sci-Tech Board.

– 10 –

LETTER FROM THE BOARD

• (4) The share price stabilization plan and restraining measures within three years after the Company’s initial public offering of A Shares and listing on the Sci-Tech Board

A special resolution will be proposed at the EGM and the Class Meetings to consider and approve the ‘‘Plan for Stabilization of Price of A Shares within Three Years After the Initial Public Offering of A Shares and Listing on the Sci-Tech Board’’. Full text of the plan is set out in Appendix I to this circular.

• (5) The three-year dividend distribution plan for Shareholders after the initial public offering of A Shares and listing on the Sci-Tech Board

A special resolution will be proposed at the EGM and the Class Meetings to consider and approve the ‘‘Three-Year Dividend Distribution Plan for Shareholders after the Initial Public Offering of A Shares and Listing on the Sci-Tech Board’’. Full text of the plan is set out in Appendix II to this circular.

• (6) The impact of dilution on immediate return by the Company’s initial public offering of A Shares and adoption of recovery measures

A special resolution will be proposed at the EGM and the Class Meetings to consider and approve the impact of dilution on immediate return by the initial public offering of A Shares and adoption of recovery measures.

In order to protect the interests of minority shareholders, the Company has conducted sufficient analysis on the impact of dilution on immediate return by the Issue of A Shares and has formulated the ‘‘Analysis on Dilution on Immediate Return by the Initial Public Offering of A Shares and Recovery Measures for the Immediate Return’’. Full text of the analysis and proposed recovery measures are set out in Appendix III to this circular.

(7) Undertakings and restraining measures relating to the Company’s Issue of A Shares and listing on the Sci-Tech Board

A special resolution will be proposed at the EGM and the Class Meetings to consider and approve the undertakings and restraining measures relating to the Issue of A Shares and listing on the Sci-Tech Board, and to authorize the Board to make appropriate undertakings for the purpose of the Issue of A Shares in accordance with the laws, regulations and regulatory documents of the PRC, the relevant regulations and policies of the securities regulatory departments, and combining the review for listing on the SciTech Board in practice and the actual situation of the Company.

– 11 –

LETTER FROM THE BOARD

Details of the undertakings and restraining measures are as follows:

• a) Undertakings on the Truthfulness, Accuracy and Completeness of the Listing Application Documents for the Initial Public Offering and Listing of A Shares on the Sci-Tech Board

The Company to make the following undertakings in respect of the truthfulness, accuracy and completeness of the contents of the listing application documents (including the prospectus) for the Issue of A Shares and listing on the Sci-Tech Board to be submitted by the Company to the Shanghai Stock Exchange and the CSRC, as well as relevant restrictions:

The listing application documents (including the prospectus) does not contain any false statement, misleading representation or material omission, and there is no fraudulent issuance and registration. The Company to severally and jointly accept responsibility as to the truthfulness, accuracy and completeness of the contents of the prospectus.

If the CSRC, the Shanghai Stock Exchange or other competent authority determines that the listing application documents (including the prospectus) contain any false statement, misleading representation or material omission which materially and practically affects the judgment on whether the Company fulfills the conditions for the initial public offering and listing of A Shares on the Sci-Tech Board as stipulated under laws, regulations and regulatory documents, or if there is any fraudulent issuance and registration, the Company to undertake that it will repurchase all new shares of the Company issued under the initial public offering in accordance with the law through the following means, specifically:

• 1) to the extent permitted by laws, if the aforementioned events occurred during the period in which the issuance of new shares of the Company issued under the initial public offering had completed but the new shares are not yet listed for trading, the Company shall repurchase all new shares of the Company issued under the initial public offering from successful investors at the offer price, plus interest thereon at the prevailing bank deposit rate, within a reasonable period from the date on which the CSRC, the Shanghai Stock Exchange or other competent authority determined that the aforementioned events had occurred within the Company;

• 2) If the aforementioned events occurred after the completion of listing of new shares of the Company issued under the initial public offering, the Company shall formulate a share repurchase proposal and submit such proposal to the shareholders’ meeting for approval within a reasonable period from the date on which the CSRC, the Shanghai Stock Exchange or other competent authority determined that the aforementioned events had occurred within the Company. All new shares of the Company issued under the initial public offering shall be repurchased in accordance with applicable laws. The repurchase price shall be determined based on the offer price with reference to relevant market factors. In the event of any

– 12 –

LETTER FROM THE BOARD

ex-right or ex-dividend events, such as dividends distribution, issuance of bonus shares or capital conversion from capital reserve, upon the listing of A Shares of the Company, the aforementioned offer price shall be adjusted accordingly.

If any investor suffers loss due to false statements, misleading representation or material omission in the information disclosed or in the listing application documents (including the prospectus) of the Company, or due to no fraudulent issuance and registration on the part of the Company, then the Company shall bear civil liability to the investors for their loss in accordance with applicable laws and regulations. The amount of the compensation for such losses shall be limited to the direct losses actually incurred by the investors. The specific compensation standard, scope of compensation subject, amount of compensation and other details shall be determined according to the final compensation scheme or the way or amount determined by the CSRC, Shanghai Stock Exchange and judicial authorities when the above situations actually occur.

Where there were discrepancies in the requirements between the laws, regulations, regulatory documents, CSRC and the Shanghai Stock Exchange in respect of the related liabilities and consequences liable for as a result of breach of the above undertakings by the Company, the Company shall voluntarily and unconditionally abide by such requirements.

If the Company violates these undertakings to make repurchase or compensation to investors on a timely basis, the Company will explain the specific reasons for non-performance at the general meeting and on the media designated by the CSRC, and apologize to its shareholders and public investors.

• b) Undertakings in relation to the Disclosure of Shareholders’ Information Regarding the Initial Public Offering and Listing of A Shares on the Sci-Tech Board

• Pursuant to the relevant requirements under《監管規則適用指引 — 關於申請

• 首發上市企業股東信息披露》, the Company undertakes that:

• 1) the Company has truthfully, accurately and completely disclosed its Shareholders’ information in the prospectus;

• 2) there is no nominee shareholding or shareholding entrustment in the history of the Company, and there is no disputes or potential disputes in relation to the Company’s equity interests;

• 3) none of the direct or indirect shareholders of the Company is prohibited to hold equity interests in the Company pursuant to relevant laws and regulations;

– 13 –

LETTER FROM THE BOARD

• 4) none of the working parties or their responsible persons, senior management members, staff directly or indirectly holds any Shares in the Company;

• 5) there is no inappropriate tunneling using the Shares.

The Company shall bear all legal consequences if there is any breach of the abovementioned undertakings.

• c) Undertakings on Share Repurchase in the event of Fraudulent Issuance

There is no fraudulent issuance in the Company’s initial public offering and listing of A Shares on the Sci-Tech Board.

In case of fraudulent issuance and registration due to non-fulfilment of listing conditions with relevant shares already issued and listed, the Company shall commence the relevant procedures for repurchase of all new shares of the Company under the public offering within five business days from the date on which relevant competent authority, such as the CSRC, determines conclusively that the aforementioned events occurred within the Company.

• d) Undertakings on the Restraining Measures Proposed by the Company for the Purpose of the Initial Public Offering and Listing of A Shares on the Sci-Tech Board

If the Company fails to timely, fully and effectively perform the undertakings due to the reasons other than changes in relevant laws and regulations or policies, natural disasters or other force majeure events, the Company shall take the following measures:

• 1) timely and sufficiently disclose the reasons for not performing the undertakings and apologize to the Shareholders and public investors;

• 2) propose supplemental or alternative undertakings in order to protect the Company’s and the investors’ interests;

• 3) present the abovementioned supplemental or alternative undertakings to the shareholders for their consideration and approval.

If the Company fails to timely, fully and effectively perform the undertakings due to changes in relevant laws and regulations or policies, natural disasters or other force majeure events, the Company shall take the following measures:

• i. timely and sufficiently disclose the reasons for not performing the undertakings;

• ii. propose supplemental or alternative undertakings in order to protect the Company’s and the investors’ interests;

– 14 –

LETTER FROM THE BOARD

If the Company’s failure to perform the undertakings resulted in losses suffered by the investors when dealing in securities, and the relevant authorities such as the securities regulatory authority or the People’s Court has reached a final or effective judgment on the same, the Company shall compensate the investors for their losses in accordance with the laws. The restraining measures are subject to the undertakings made by the Company which clearly stipulate relevant measures.

e) Undertakings on the Restraining Measures Proposed by the Company in relation to the Three-Year Price Stabilization Plan

During the three years from the date of listing of the Company, the Company and the relevant entities will actively implement relevant share price stabilization measures when the closing price of the Company’s A shares is lower than the latest audited net assets per share of the Issuer for 20 consecutive trading days (net assets per share is equal to total equity attributable to the ordinary shareholders of the parent company in the combined financial statements divided by total shares of the Company at the end of the year; after the reference date of the latest audit, should there be any change in the net assets or the total number of shares as a result of profit allocation, capitalization from capital public reserve, and issuance of additional shares and placing, the net assets per share should be adjusted accordingly) while the requirements of laws, regulations and regulatory documents regarding the repurchase and the increase being satisfied.

• 1) Specific measures of repurchasing shares by the Company

• i. The Company’s repurchase of shares with a view to stabilizing the share price shall comply with the requirements of the relevant laws and regulations such as the Securities Law of the People’s Republic of China 《( 中華人民共和國證券法》), the Implementation Rules of Shanghai Stock Exchange for Share Repurchase by Listed Companies 《( 上海證券交易所上市公司回購股份實施細則》), the Administrative Measures for the Repurchase of Public Shares by Listed Companies (Provisional) 《( 上市公司回購社會公衆股份管理辦法（試行）》), and the Supplementary Provisions on the Repurchase of Shares by Listed Companies through Call Auction 《( 關於上市公司以集中競價交易方 式回購股份的補充規定》), and should not lead to any noncompliance by the Company in respect of the distribution of it shares against the listing conditions;

• ii. The resolution on the repurchase of shares by the general meeting shall be approved by more than two-thirds of shareholders present at the meeting with voting rights;

• iii. The Company shall repurchase public shares by call auction through stock exchanges from the date of the announcement of share price stabilization plan. The repurchase price shall not be higher than the latest audited net assets per share of the Company, and the fund used for repurchase shall be internal funds of the Company;

– 15 –

LETTER FROM THE BOARD

• iv. In addition to complying with the requirements of relevant laws and regulations, the Company shall also comply with the following requirements when repurchasing shares with a view to stabilizing the share price: (A)The number of shares in a single repurchase shall not exceed 1% of the Company’s total share capital; (B)the accumulated number of shares repurchased in a financial year shall not exceed 2% of the Company’s total share capital; and (C) the total amount of funds used by the Company to repurchase shares shall not exceed the total amount of funds raised by the Company from the initial public offering.

• 2) Specific measures of increasing the shareholding in the Company by the controlling shareholders and actual controllers

• i. The increase in shareholding by the controlling shareholders and actual controllers of the Company and information disclosure shall comply with the requirements of the laws and regulations, such as the PRC Company Law 《( 公司法》), the PRC Securities Law 《( 證券法》), and the Measures for the Administration of the Acquisitions of Listed Companies 《( 上市公司收購管理辦法》), while the equity distribution of the Company after the increase shall be in line with the listing conditions;

• ii. Controlling shareholders and actual controllers of the Company shall increase shareholding in the Company’s public shares by call auction, and the price of such increase shall not be higher than the latest audited net assets per share of the Company. The controlling shareholders shall not dispose of the shares so increased within six months from the completion of the shareholding increase plan;

• iii. In addition to complying with the requirements of relevant laws and regulations, the controlling shareholders and actual controllers of the Company shall comply with the following requirements when increasing shareholding with a view to stabilizing the share price: (A)The number of shares in a single shareholding increase shall not exceed 1% of the Company’s total share capital; (B) the accumulated number of shares so increased in an accounting year shall not exceed 2% of the Company’s total share capital; and (C) under the premise of the situation described in A of this paragraph, the total amount of a single share increase shall not be less than 25% of the after-tax cash dividends received from the Company in the previous accounting year.

– 16 –

LETTER FROM THE BOARD

• 3) Specific measures of increasing the shareholding in the Company by the Directors (except independent non-executive Directors) and senior management

• i. The increase in shareholding by the remunerated Directors holding office in the Company (except independent non-executive Directors) and senior management and information disclosure shall comply with the requirements of the laws and regulations, such as the PRC Company Law 《( 公司法》), the PRC Securities Law 《( 證券法》), the Administration Measures on Acquisitions of Listed Companies 《( 上 市公司收購管理辦法》), and the Rules on the Management of Shares Held by the Directors, Supervisors and Senior Management of Listed 、

• Companies and the Changes Thereof 《( 上市公司董事 監事和高級 管理人員所持本公司股份及其變動管理規則》), while the equity distribution of the Company after the increase shall be in line with the listing conditions;

• ii. Remunerated Directors holding office in the Company (except independent non-executive Directors) and senior management shall increase shareholding in the Company’s public shares by call auction, and the price of such increase shall not be higher than the latest audited net assets per share of the Company. Remunerated Directors holding office in the Company (except independent non-executive Directors) and senior management shall not dispose of the shares so increased within six months from the completion of the shareholding increase plan;

• iii. In addition to complying with the requirements of relevant laws and regulations, when the remunerated Directors holding office (except independent non-executive Directors) and senior management increases shareholding with a view to stabilizing the share price, the monetary fund for a single share increase of the Company and/or that in twelve consecutive months shall be neither less than 25% of the total remuneration (after tax) received by such Directors and senior management during the preceding year, nor more than 75% of the remuneration (after tax) received by such Directors and senior management members during the preceding year.

If new Directors and senior management are appointed, the company will require them to accept the restrictions of this Plan and related measures.

– 17 –

LETTER FROM THE BOARD

• 4) Circumstances of terminating the share price stabilization plan

Within 90 calendar days from the date of the announcement of the share price stabilization plan, if any of the following circumstances occur, it is deemed that the implementation of the share price stabilization measures is completed and the undertakings are fulfilled, and the implementation of the announced share price stabilization plan shall be terminated:

• i. The closing price of the Company’s shares is higher than the latest audited net assets per share for 5 consecutive trading days.

• ii. Continuation of the stabilization measures shall cause the equity distribution of the Company not being satisfied with the qualification for listing.

• iii. The number of shares purchased within 12 consecutive months or the amount spent on purchasing shares by each relevant entities has reached the cap.

The Company shall announce the implementation of the stabilization measures within 2 trading days after the completion of the implementation of the measures and the fulfillment of the undertakings. After the completion of the implementation of the measures and the fulfillment of the undertakings of the Company, if the Company’s share price triggers the conditions for launching share price stabilization measures again, the Company, controlling shareholders, directors, senior management and other relevant responsible entities will continue to perform the obligations in according with this Plan and related undertakings. Within 90 calendar days from the date of the announcement of the share price stabilization plan, if the conditions for terminating the share price stabilization plan are not satisfied, the share price stabilization plan formulated by the board of directors of the Issuer will once again take effect immediately. The Company, controlling shareholders, directors, senior management and other relevant responsible entities will continue to implement the share price stabilization measures; or the board of directors of the Company will immediately propose and implement a new share price stabilization plan until the conditions for terminating the existing share price stabilization plan are satisfied.

RESTRICTIVE MEASURES FOR FAILING TO IMPLEMENT THE SHARE PRICE STABILIZATION PLAN OF THE ISSUER

For the performance of relevant measures of price stabilization, the Company is willing to be supervised by the competent authorities and assume the relevant legal liabilities. If the Company fails to take specific measures to stabilize the share price as aforesaid, the Company will immediately stop the payment of remuneration (if any) or allowances (if any) and dividends to shareholders (if any) to the Company’s directors and senior management, and immediately stop formulating or implementing

– 18 –

LETTER FROM THE BOARD

major asset purchases and disposals, as well as capital operations such as the issuance of additional shares, issuance of corporate bonds, and major asset restructuring, until the Company adopts corresponding share price stabilization measures in accordance with the provisions of this Plan and the implementation is completed. If the controlling shareholders and the actual controllers of the Company are unable to perform the obligation of increasing the shares of the Company, the Company has the right to deduct the equivalent amounts for shares increasing from cash dividend payables of the controlling shareholders and the actual controllers so as to perform their obligations of increasing on behalf of them; if the remunerated Directors (excluding independent non-executive Directors) and paid senior management of the Company are unable to perform the obligation of increasing the shares of the Company, the Company has the right to deduct the equivalent amounts for shares increasing from after-tax salary and allowance payables of the Directors and senior management so as to perform their obligations of increasing on behalf of them.

Where there were discrepancies in the requirements between the laws, regulations, regulatory documents and CSRC or the Shanghai Stock Exchange and the specific conditions for the share price stabilization measures and the specific measures so implemented, or where there were discrepancies in the requirements in respect of the related liabilities and consequences liable for as a result of breach of the above undertakings by the Company or individuals, the Company or individuals shall voluntarily and unconditionally abide by such requirements.

f) Undertakings in relation to the Dividend Distribution Plan

After the Issue of A Shares and listing on the Sci-Tech Board, the Company will strictly implement the profit distribution policy in accordance with the Articles of Association applicable after the Issue of A Shares and listing and listing, the prospectus of Issue of A Shares and listing, and as disclosed in the three-year dividend distribution plan after the Issue of A Shares and listing, so as to fully safeguard the interests of Shareholders.

In the event of any breach of the above undertakings, the Company will assume corresponding responsibility according to the regulations of CSRC and the Shanghai Stock Exchange.

The above undertakings are the expression of the real intentions of the Company. The Company is voluntarily subject to the supervision of regulatory agencies, self-regulatory organizations and the public. If the Company violates the above undertakings, it will bear corresponding responsibilities according to law.

– 19 –

LETTER FROM THE BOARD

g) Undertakings in relation to the impact of dilution on immediate return

Upon the Issue of A Shares and listing, the scale of share capital and net assets of the Company will increase. However, because the establishment of investment projects requires a certain period of time, and it takes time for the raised proceeds to generate benefits, the operating income and net profits of the Company during the period are mainly from existing business. It is expected that indicators such as the Company’s earnings per share and return on net assets may be diluted within a certain period after the issuance. In order to fully protect the minority interests, the Company will take various measures in preventing exposures to dilution on current returns and enhancing its profitability. Details are set out below:

1) DEVELOPING THE MAIN BUSINESS AND IMPROVING THE COMPANY’S SUSTAINABLE PROFITABILITY

The proceeds raised from the Issue of A Shares will be used to develop the Company’s main business, in order to ensure the continuous and stable growth of the main business. With the development of the Company’s financial capacity after the completion of the offering, the Company will seize the opportunities of the promising industry, give full play to its advantages, increase R&D investment, and strengthen the effort to expand client portfolio. In this way, the Company can improve its R&D level, strengthen internal management, enhance the comprehensive competence and profitability, and reduce the risks of dilution of current return to shareholders from the issuance.

• 2) STRENGTHENING THE MANAGEMENT OF RAISED PROCEEDS, ACCELERATING THE INVESTMENT PROGRESS OF THE PROJECT, REALIZING THE EXPECTED BENEFITS OF THE PROJECTS AS SOON AS POSSIBLE, AND IMPROVING THE EFFICIENCY OF THE USE OF RAISED PROCEEDS

In accordance with the requirements under laws, regulations and regulatory documents such as the Company Law of the People’s Republic of China 《( 中華人民共和國公司法》), the Securities Law of the People’s Republic of China 《( 中華人民共和國證券法》), the Administrative Measures for the Issuance of Securities by Listed Companies 《( 上市公司證券發行管理辦法》) and the No.2 Regulatory Guidance on Listed Companies — Regulatory Requirements for Management and Use of Raised Funds of Listed Companies 《( 上市公司監管指引第2號 — 上市公司募集資金管理和使用的監管要求》), and the Articles of Association, the Company has amended the Management Policies for Raised Proceeds (see Appendix XII), so that it will be applicable after listing. Moreover, the Company will strictly regulate the deposit, use, management, usage change, etc. of separately managed accounts of the raised proceeds, to ensure the reasonable and compliant use of raised proceeds and improve the efficiency of the use of raised proceeds.

– 20 –

LETTER FROM THE BOARD

Upon the receipt of proceeds to be raised under the Issue of A Shares, the Company will strictly monitor utilization of proceeds in accordance with the requirements under the relevant laws and regulations and the Management Policies for Raised Proceeds, thus ensuring adequate and efficient utilization of the proceeds raised for proposed purposes, speeding up the establishment of the investment projects, improving the efficiency of the use of raised proceeds, and increasing shareholders’ dividend distribution.

3) IMPROVING CORPORATE GOVERNANCE AND PROMOTING BUSINESS EFFICIENCY

In accordance with the requirements under laws, regulations and regulatory documents such as the Company Law of the People ’s Republic of China 《( 中華人民共和國公司法》), the Securities Law of the People’s Republic of China 《( 中華人民共和國證券法》) and the Code of Corporate Governance for Listed Companies 《( 上市公司治理準則》), the Company has been improving its corporate governance structure, thus ensuring that the general meetings, the board of directors and the supervisory committee perform their own functions, and guaranteeing that independent directors and the supervisory committee independently and effectively exercise their powers; further strengthening the Company’s overall planning in business development, resource integration and financial management, and improving operation and management efficiency; continuing to reinforce quality and safety management, strictly implementing various rules and regulations, ensuring the integrity and effectiveness of the internal control system, and comprehensively and effectively controlling the Company’s operation and management risks.

4) BUILDING A TALENT TEAM AND INVIGORATING THE DEVELOPMENT

The Company has built a multi-level, multi-channel talent training and developing system. On the one hand, the Company will help the existing talents to develop, and give full play to the potential of the existing talents; on the other hand, the Company will continue introducing high-quality talents to constantly adjust and enrich its talent pool. Moreover, the Company will continuously improve the age, culture and professional structure of its workforce, in order to form a human resource team with a stable, reasonable structure, which is prepared for the company’s future business expansion.

5) OPTIMIZING THE INVESTMENT RETURN MECHANISM

In order to improve the Company’s dividend decision-making and supervision mechanism, and actively work on investors’ dividends, in accordance with the relevant requirements of CSRC, the Company has formulated a three-year dividend distribution plan after the listing and specified the profit distribution policy and cash dividend policy in the Articles of Association applicable after listing. The Company will provide investors with stable returns, with a focus on combining a range of factors including the

– 21 –

LETTER FROM THE BOARD

Company’s profitability, business development, and internal and external financing environment. After the offering is completed, the Company will earnestly implement the profit distribution policy in accordance with the requirements of the Articles of Association and the three-year dividend distribution plan after the listing, to create long-term return for shareholders and protect investors’ interests.

After the CSRC and the Shanghai Stock Exchange separately issue relevant opinions and implementation rules on the recovery measures of the dilution of current return and their commitments, if there are discrepancies in the requirements between the Company and the CSRC and the Shanghai Stock Exchange, the Company promises to issue supplementary commitments immediately in according with the regulations of the CSRC and the Shanghai Stock Exchange and to urge the Company to formulate new plans, in order to meet the requirements of the CSRC and the Shanghai Stock Exchange.

If the Company violates or refuses to fulfill the above undertakings, the Company will be subject to the relevant punishment or regulatory measures from securities regulatory authorities such as CSRS and Shanghai Stock Exchange in accordance with relevant regulations and rules formulated or issued by them.

(8) Authorization to the Board of Directors to fully handle the relevant matters in connection with the Issue of A Shares and listing on the Sci-Tech Board

A special resolution will be proposed at the EGM and the Class Meetings to authorize the Board of Directors to fully handle the relevant matters in connection with the Issue of A Shares and listing on the Sci-Tech Board. The authorization proposed to be granted to the Board shall include without limitation:

• a) The formulation and implementation of the specific proposals for this issuance, including but not limited to specific matters such as issue size, target subscribers, method of issuance, timing of issuance, pricing methodology and issue price, in accordance with laws and regulations, the relevant requirements of securities regulatory authorities and the securities market conditions, and within the framework and in accordance with the principles adopted by the Shareholders at the EGM and the Class Meetings.

• b) The performance of all procedures relating to the Proposed Issue of A Shares and listing on the Sci-Tech Board, including the procedures relating to registration, approval, registration, review, filing with the relevant regulatory authorities, and to sign, execute, amend and complete all necessary documents to be submitted to the government, authority and organization.

• c) The preparation, amendment, signing, submission, publication, disclosure, implementation, suspension and termination of all agreements, contracts, announcement or other documents relating to this issuance and listing (including but not limited to the prospectus for the Issue of A Shares and listing on the Sci-Tech Board, relevant agreements for related (connected)

– 22 –

LETTER FROM THE BOARD

transactions, sponsoring agreement, underwriting agreement, strategic placement agreements, listing agreement, engagement agreements of intermediaries), the engagement of sponsor(s), underwriter(s), legal adviser(s), auditing firm(s), asset valuer(s), receiving bank(s) and other in involved intermediaries this issuance and listing, and the determination and payment of all expenses relating to this issuance and listing.

• d) The necessary supplement and amendment to the Articles (draft) and the internal management policies of the Company, the ‘‘Plan for Stabilization of Price of A Shares within Three Years After the Initial Public Offering of A Shares and Listing on the Sci-Tech Board’’, the ‘‘Three-Year Dividend Distribution Plan for Shareholders after the Initial Public Offering of A Shares and Listing on the Sci-Tech Board’’, the ‘‘Analysis on Dilution on Immediate Return by the Initial Public Offering of A Shares and Recovery Measures for the Immediate Return’’ and other application documents and undertakings by the Company according to the applicable laws and regulations, requirements and suggestions of the relevant securities regulatory authorities or according to the actual conditions of this issuance.

• e) The appropriate adjustments to be made to the relevant matters of the investment projects funded by the proceeds raised according to the implementation process of this issuance and listing, market conditions, policy adjustments and comments of the relevant securities regulatory authorities, including but not limited to the confirmation of the process of the investment projects, the allocation of funds when applying the proceeds raised, the confirmation of a special deposit account for the proceeds raised, etc., so long as such adjustments comply with applicable laws.

• f) According to the implementation process of this issuance, handling the matters of registration and filing of change in registered capital with the Administration for Market Regulation (市場監督管理局) and relevant regulatory authorities, handling the matters of listing of the A Shares on the Shanghai Stock Exchange and settlement of shareholdings at the China Securities Depository and Clearing Co., Ltd. (including but not limited to the registration, circulation and lock-up of shares).

• g) To the extent permitted by relevant laws, regulations and regulatory documents, the handling of other matters considered to be necessary, desirable or appropriate for this issuance and listing.

Upon approval of the above authorization, (i) the Board of Directors may authorize the Chairman of the Board of Directors to execute all legal documents related to this issuance and listing, including but not limited to the listing documents, prospectus, undertakings, agreements with sponsor(s), underwriting agreements and listing agreements, etc.; and (ii) the Board of Directors may authorize relevant staff for the execution of the matters within the scope of the above authorization.

– 23 –

LETTER FROM THE BOARD

The above authorization, if approved, shall be valid for a period of 12 months from the date of approval at the EGM and the Class Meetings.

(9) Proposed engagement of intermediaries

The Company intends to engage professional intermediaries, including Huatai United Securities Co., Ltd. (華泰聯合證券有限責任公司) as the sponsor/lead underwriter, King & Wood Mallesons (北京市金杜律師事務所) as the legal adviser to the Company as to PRC laws, and Ernst & Young Hua Ming LLP (安永華明會計師事務 所（特殊普通合夥)) as the auditor, for the Proposed Issue of A Shares and listing.

A special resolution will be proposed at the EGM to consider and approve the above engagements.

(10) Confirmation of the Company’s related party transactions in the past three years

The Board of Directors has confirmed the status of the following major transactions with related parties during the reporting period (the three years ended December 31, 2020), and considered that such related party transactions were conducted according to relevant national laws and regulations, in line with commercial principles, and the pricing of the transactions were not more favorable than similar transactions conducted with nonrelated parties:

(1) Related Party Transactions in Goods and Services

Purchase of Goods and Services from Related Parties

Shanghai Kangkang Medical Technology Centre Shanghai Kangkang Medical Technology Co., Ltd. Yantai MabPlex International Biomedical Co., Ltd. Yantai CelluPro Biotechnology Co., Ltd. Yantai Yeda International Biomedical Innovation Incubation Center Co., Ltd. Yantai Rongchang Pharmaceutical Co., Ltd. Suzhou Tongbo Biotechnology Co., Ltd.	2020 6,581,038.89 8,584,706.28 19,051,303.88 7,383,986.27 859,351.64 23,146,893.72 — 65,607,280.68	2019 390,386.41 — 10,236,132.95 1,449,656.65 314,111.32 21,618,922.70 970,873.80 34,980,083.83	2018 — — — 2,257,672.36 67,483.86 15,103,157.39 —
			17,428,313.61

– 24 –

LETTER FROM THE BOARD

Sales of Goods and Provision of Services to Related Parties

Rongchang Pharma (Zibo) Co., Ltd. Yantai Dasike Biotechnology Co., Ltd. Yantai MabPlex International Biomedical Co., Ltd. Yantai CelluPro Biotechnology Co., Ltd. Yantai Rongchang Biomedical Industry Technology Research Institute Co., Ltd. Yantai Yeda International Biomedical Innovation Incubation Center Co., Ltd.	2020 — — — 321,236.12 184.43 — 321,420.55	2019 — 1,078.46 1,924,993.08 369,980.04 — 511.03 2,296,562.61	2018 11,320,754.71 — 12,772.11 1,877,615.11 — —
			13,211,141.93

(2) Leases from and to Related Parties

As a lessor

	Type of	2020 Lease	2019 Lease	2018 Lease
	leased assets	income	income	income
Yantai MabPlex International	Buildings	2,567,236.62	2,449,160.31	—
Biomedical Co., Ltd.
Yantai Lida Medicine Co., Ltd.	Buildings	56,880.70	2,844.04	—

As a lessee

Leases exempt from recognition of right-of-use assets:

	Type of	2020 Lease	2019 Lease	2018 Lease
	leased assets	expense	expense	expense
Yantai MabPlex International	Buildings	379,596.36	558,156.30	—
Biomedical Co., Ltd.
Yantai Yeda International	Buildings	200,766.06	548,469.46	181,019.78
Biomedical Innovation
Incubation Center Co., Ltd.
Yantai Yeda International	Equipment	36,525.69	2,443.69	—
Biomedical Innovation
Incubation Center Co., Ltd.

– 25 –

LETTER FROM THE BOARD

Leases not exempt from recognition of right-of-use assets and lease liabilities:

In 2020, 2019 and 2018, the Group leased buildings and equipment from Yantai Yeda International Biomedical Innovation Incubation Center Co., Ltd. for research and development. The depreciation expenses provided on the recognized right-of-use assets were RMB21,683,484.32, RMB1,156,200.86 and RMB383,876.88, respectively. The interests on the recognized lease liabilities were RMB2,660,627.85, RMB280,640.49 and RMB229,715.77, respectively. In 2020 and 2019, the lease expenses paid by the Group were RMB33,347,791.02 and RMB88,495.58, respectively, and no lease expenses were paid in 2018.

(3) Borrowings from/Loans to Related Parties

Borrowings from related parties

2020 Yantai Rongchang Pharmaceutical Co., Ltd. 2019 Yantai Rongchang Pharmaceutical Co., Ltd. 2018 Yantai Rongchang Pharmaceutical Co., Ltd.	Borrowings 495,191,352.37 Borrowings 584,054,283.06 Borrowings 380,874,873.49	Repayments 1,107,218,491.40 Repayments 295,909,245.59 Repayments 86,787,738.69	Interest expense 23,944,984.76
			Interest expense 41,648,733.50
			Interest expense 39,791,022.22

– 26 –

LETTER FROM THE BOARD

(4) Asset Transfer to/from Related Parties

	Notes	Transaction Details	2020	2019	2018
Yantai MabPlex International	(4)a	Disposal of fixed assets	—	—	1,176,549.69
Biomedical Co., Ltd.
Yantai CelluPro Biotechnology	(4)a	Disposal of fixed assets	16,450.08	194,230.83	122,116.14
Co., Ltd.
Yantai Rongchang	(4)a	Disposal of fixed assets	4,556.29	—	—
Pharmaceutical Co., Ltd.
Yantai MabPlex International	(4)a	Purchase of fixed assets	—	—	1,193,699.08
Biomedical Co., Ltd.
Yantai MabPlex International	(4)b	Purchases of land use	4,588,761.90	—	—
Biomedical Co., Ltd.		right
Yantai Yeda International	(4)a	Purchase of fixed assets	—	685,387.93	—
Biomedical Innovation
Incubation Center Co., Ltd.
Yantai Rongchang	(4)a	Purchase of fixed assets	23,250.34	—	291,835.99
Pharmaceutical Co., Ltd.
Rongchang Pharma (Zibo) Co.,	(4)b	Purchase of non-	—	8,930,000.00	—
Ltd.		proprietary technology

• (a) The price at which the Group sells or purchases fixed assets to related parties is the net book value of the fixed assets on the transfer date.

• (b) The price at which the Group purchases land use rights and non-proprietary technology from related parties is determined through negotiation between both parties with reference to the third-party appraisal value.

(5) Guarantees of Related Parties

Guarantees Provided to Related Parties

					Fully
					performed
					or not as of
	Guaranteed	Start date of	Expiry date		the end of
2019	amount	guarantee	of guarantee		the year
Yantai Rongchang	36,000,000.00	2018/9/26		2019/12/30	Yes
Pharmaceutical Co., Ltd.

• For identification purpose only

– 27 –

LETTER FROM THE BOARD

					Fully
					performed
					or not as of
	Guaranteed	Start date of	Expiry date		the end of
2018	amount	guarantee	of guarantee		the year
Yantai Rongchang	36,000,000.00	2018/9/26		2019/12/30	No
Pharmaceutical Co., Ltd.

Guarantees Received from Related Parties

						Fully
						performed
						or not as of
			Guaranteed	Start date of	Expiry date	the end of
2020			amount	guarantee	of guarantee	the year
Wang	Weidong	(a)	143,000,000.00	2020/2/12	2023/2/12	Yes
Wang	Weidong	(a)	70,000,000.00	2019/9/6	2022/9/6	Yes
						Fully
						performed
						or not as of
			Guaranteed	Start date of	Expiry date	the end of
2019			amount	guarantee	of guarantee	the year
Wang	Weidong	(a)	70,000,000.00	2019/9/6	2022/9/6	No

(a) This guarantee was released on 13 March 2020.

• (6) Other Related Party Transactions

• (a) Remuneration of Key Management Personnel

	2020	2019	2018
Remuneration of Key Management
Personnel	35,339,349.41	3,510,044.07	2,025,379.96
Of which: Equity Incentive Expense	11,002,513.14	—	—

• (b) In 2020, 2019 and 2018, the total remunerations (including monetary, inkind and other forms) for the de facto controllers of the Group who are not key management personnel were RMB1,168,980.99, RMB858,757.48 and RMB449,729.10, respectively.

• For identification purpose only

– 28 –

LETTER FROM THE BOARD

(c) Transfer of Patents

In 2019, the Company signed the Patent Transfer Agreement with Yantai Rongchang Pharmaceutical Co., Ltd., under which the patents with application numbers CN200710111162.2, CN201110021344.7, CN201110021339.6, CN201110132218.9 and CN201110131029.X were transferred to the Company at nil consideration.

(d) Debt-to-Equity Swap

On 28 June 2019, the Company made a shareholder resolution to change the registered capital from RMB70,000,000.00 to RMB165,912,935.00, which was contributed by Yantai Rongchang Pharmaceutical Co., Ltd.. As of 28 June 2019, Yantai Rongchang Pharmaceutical Co., Ltd. had an effective creditor’s rights of RMB1,067,893,414.00 to the Company, of which RMB600,000,000.00 of debt was swapped to equity by Yantai Rongchang Pharmaceutical Co., Ltd. (hereinafter referred to as ‘‘debt-toequity swap’’). After the debt-to-equity swap, the Company’s registered capital increased by RMB95,912,935.00, and the premium amount of RMB504,087,065.00 was credited to the capital reserve.

(e) Transfers of equity interest

In 2018, taking into account the business plan, the Group sold its 10% equity interest in Yantai MabPlex International Biomedical Co., Ltd.. to its related party Yantai Zengrui Enterprise Management Center (Limited Partnership) for RMB15,000,000.00 (based on the value assessed by a third-party appraiser).

(f) Other Related Transactions

In 2019 and 2020, the Company signed the Liquidity Loan Contracts with the Yantai Branch of Bank of Qingdao Co., Ltd. (青島銀行股份有限公司 煙台分行) and the Development Sub-branch of Yantai Bank Co., Ltd. (煙台銀行股份有限公司開發支行) respectively, and obtained bank loans totalling RMB206,000,000.00 through its related parties, Yantai MabPlex International Biomedical Co., Ltd. and Yantai CelluPro Biotechnology Co., Ltd. (the ‘‘Related Suppliers’’). According to the contract, the loans should be used to make payments to the Related Suppliers, and the Related Suppliers would transfer the above funds received to the Company. The Company would use the loans for different purposes. On 13 March 2020, the Company repaid the principal and interest of the above-mentioned loans to the aforementioned banks.

• For identification purpose only

– 29 –

LETTER FROM THE BOARD

In 2018 and 2019, MabPlex International Biomedical Co., Ltd. signed the Liquidity Loan Contracts with the Development Sub-branch of Yantai Bank Co., Ltd.* (煙台銀行股份有限公司開發支行), China Everbright Bank and Shanghai Pudong Development Bank respectively, and obtained bank loans totaling RMB155,600,000.00 through the Company. According to the contract, the loans should be used to make payments to the Company, and the Company would transfer the above funds received to MabPlex International Biomedical Co., Ltd.. On 13 May 2020, MabPlex repaid the principal and interest of the above-mentioned loans to the aforementioned banks.

(7) Balance of Receivables from Related Parties

• (1) Accounts receivable

Yantai CelluPro Biotechnology Co., Ltd. Other Receivables Yantai CelluPro Biotechnology Co., Ltd. Yantai MabPlex International Biomedical Co., Ltd. Yantai Yeda International Biomedical Innovation Incubation Center Co., Ltd.	December Book balance —	31, 2020 Provision for bad debts —	December Book balance — December Book balance — — 63,580.00 63,580.00	31, 2019 Provision for bad debts —	December Book balance 1,746,474.11	31, 2018 Provision for bad debts 87,323.71
	December Book balance — — 63,580.00	31, 2020 Provision for bad debts — — 6,358.00		31, 2019 Provision for bad debts — — 3,179.00	December Book balance 536,014.92 1,365,857.73 115,350.80	31, 2018 Provision for bad debts 26,800.75 68,292.89 11,517.54
	63,580.00	6,358.00		3,179.00	2,017,223.45	106,611.18

• (2) Other Receivables

• (3) Other Non-current Assets

Yantai Yeda International Biomedical Innovation Incubation Center Co., Ltd.	December 31, 2020 714,453.38	December 31, 2019 —	December 31, 2018 —

• For identification purpose only

– 30 –

LETTER FROM THE BOARD

(8) Balance of Amounts due from Related Parties

• (1) Accounts payable

Yantai MabPlex International Biomedical Co., Ltd. Yantai CelluPro Biotechnology Co., Ltd. Rongchang Pharma (Zibo) Co., Ltd. Other Payables Yantai Rongchang Pharmaceutical Co., Ltd. Yantai Yeda International Biomedical Innovation Incubation Center Co., Ltd. Yantai MabPlex International Biomedical Co., Ltd. Yantai Lida Medicine Co., Ltd. Beijing Rongchang Medicament Research Institute Co., Ltd. Fu Daotian Fang Jianmin Lease Liabilities Yantai Yeda International Biomedical Innovation Incubation Center Co., Ltd.	December 31, 2020 455,104.89 340,088.48 — 795,193.37 December 31, 2020 6,149,147.84 — — — — — — 6,149,147.84 December 31, 2020 69,652,974.27	December 31, 2019 — 1,576,542.05 8,930,000.00 10,506,542.05 December 31, 2019 603,184,416.78 2,392,145.86 10,275,343.43 6,200.00 — 3,543.00 — 615,861,649.07 December 31, 2019 4,733,978.58	December 31, 2018 1,540,000.00 2,618,900.00 —
			4,158,900.00
			December 31, 2018 897,955,894.14 720,640.58 2,961,541.38 647,696.00 303,962.83 — 70,000.00
			902,659,734.93
			December 31, 2018 4,039,584.08

• (2) Other Payables

(3) Lease Liabilities

A special resolution will be proposed at the EGM and the Class Meetings to consider and approve the confirmation of the above related party transactions.

– 31 –

LETTER FROM THE BOARD

(11) Proposed Amendments to the Articles in respect of Issue of A Shares

In order to prepare for the listing on the Sci-Tech Board and comply with the relevant CSRC and Shanghai Stock Exchange rules, to further improve and regulate the Articles and to satisfy the relevant requirements of laws, regulations and regulatory documents, including the Company Law of the PRC 《( 中華人民共和國公司法》), the Guidelines for Articles of Association of Listed Companies 《( 上市公司章程指引》) and the Rules Governing the Listing of Securities on the Sci-Tech Innovation Board of the Shanghai Stock Exchange 《( 上海證券交易所科創板股票上市規則》), and taking the practical circumstances of the Company into consideration, the Board resolved to amend the existing Articles.

Any proposed share repurchase in respect of the Issue of A Shares are made with an intent to apply to the repurchase of A Shares, but not the H Shares. As of the Latest Practicable Date, the Company does not intend to repurchase any H Shares. The Company will comply with the relevant listing rules of the applicable stock exchange for repurchase of its A Shares and H Shares. In the event of repurchase of H Shares, the Company will comply with the Listing Rules, in particular Rule 10.06(5) of the Listing Rules, which provides that the listing of all shares which are purchased by an issuer shall be automatically cancelled upon purchase and the issuer must apply for listing of any further issues of that type of shares in the normal way. The repurchase of H Shares will be subject to special resolutions of Shareholders in general meetings, approval of class meeting of holders of H Shares and approval of class meeting of holders of A Shares.

Following the Company having obtained approval from the Shanghai Stock Exchange and registered with the CSRC for the Issue of A Shares, the amended Articles in respect of the Issue of A Shares shall become effective on the date of listing of the Company’s A Shares on the Sci-Tech Board and replace the Company’s then effective Articles.

The details of the proposed amendments to the Articles of Association, which were prepared in the Chinese language, is set out in Appendix IV to this circular. In the event of any discrepancy between the English translation and the Chinese version of the proposed amendments to the Articles of Association, the Chinese version shall prevail.

The proposed amendments have been approved by the Board, and are subject to the approval by the Shareholders by way of special resolutions at the EGM.

(12) Amendment or adoption of the internal management policies of the Company

The Company intends to revise the following internal management policies:

• a) the ‘‘Rules of Procedures for the Meeting of Shareholders’’;

• b) the ‘‘Rules of Procedures for the Board of Directors’’;

• c) the ‘‘Rules of Procedures for the Supervisory Committee’’;

– 32 –

LETTER FROM THE BOARD

• d) the ‘‘Terms for Reference for Independent Non-Executive Directors’’;

• e) the ‘‘Rules of Procedures of the General Manager’’;

• f) the ‘‘Rules of Procedures of the Secretary to the Board of Directors’’;

• g) the ‘‘Rules of Procedures for the Meeting of the Strategy Committee of the Board of Directors’’;

• h) the ‘‘Rules of Procedures for the Meeting of the Audit Committee of the Board of Directors’’;

• i) the ‘‘Rules of Procedures for the Meeting of the Nomination Committee of the Board of Directors’’;

• j) the ‘‘Rules of Procedures for the Meeting of the Remuneration and Appraisal Committee’’;

• k) the ‘‘Administrative Measures on Disclosure of Information’’;

• l) the ‘‘Management Policies for Related (Connected) Transactions’’;

• m) the ‘‘Management Policies for External Guarantees’’;

• n) the ‘‘Management Policies for External Investment’’;

• o) the ‘‘Management Policies for Raised Proceeds’’;

• p) the ‘‘Management Policies on Material Transactions’’;

• q) the ‘‘Management Policies for Funds Transfers with Related Parties’’;

• r) the ‘‘Management Policies on Internal Reporting of Material Information’’;

• s) the ‘‘Registration and Management Policies for Insiders’’;

• t) the ‘‘Administrative Policies on Shareholding Changes of Directors, Supervisors and Senior Management Members’’;

• u) the ‘‘Investor Relations Management Policies’’;

• v) the ‘‘Policies on Liability for Major Errors in Information Disclosure in Annual Reports’’; and

• w) the ‘‘Management Policies on Internal Audit’’.

The above internal management policies will come into effect on the date of completion of the Issue of A Shares and listing on the Sci-Tech Board. Until then, the current internal management policies (as applicable) will continue to apply.

– 33 –

LETTER FROM THE BOARD

The Board of Directors agreed to propose to the Shareholders at the EGM and Class Meetings to authorize the Board of Directors and its authorized persons to adjust and amend the above internal management policies which will become effective from the date of completion of the Issue of A Shares and listing on the Sci-Tech Board in accordance with the provisions of the relevant laws, regulations and regulatory documents, and the requirements and suggestions from the relevant domestic and overseas government authorities and regulatory institutions, and taking into consideration the actual situation of this Proposed Issue of A Shares and listing.

A special resolution will be proposed at the EGM to consider and approve the amendments to and/or adoption of each of the ‘‘Rules of Procedures for the Meeting of Shareholders’’, the ‘‘Rules of Procedures for the Board of Directors’’, the ‘‘Rules of Procedures for the Supervisory Committee’’, the ‘‘Terms of Reference for Independent Non-Executive Directors’’, full texts of which are set out in Appendices V to VIII to this circular respectively.

An ordinary resolution will be proposed at the EGM to consider and approve the amendments to and/or adoption of each of the ‘‘Management Policies for Related (Connected) Transactions’’, the ‘‘Management Policies for External Guarantees’’, the ‘‘Management Policies for External Investment’’, the ‘‘Management Policies for Raised Proceeds’’, the ‘‘Management Policies on Material Transactions’’ and the ‘‘Management Policies for Funds Transfers with Related Parties’’, full texts of which are set out in Appendices IX to XIV to this circular respectively.

In the event of any discrepancy between the English translation and the Chinese version of the proposed amendments to the internal management policies, the Chinese version shall prevail.

(13) Report on the use of proceeds raised in previous offering

The Company has prepared the ‘‘Report on the Use of Proceeds Raised in Previous Offering by RemeGen Co., Ltd.’’, full text of which is set out in Appendix XIV to this circular.

Ernst & Young Hua Ming LLP has verified the said report and issued a verification report thereon, and in its opinion, the said report prepared by the Company has complied in all material aspects with the requirements of the Rules for Report on the Use of Proceeds Raised in Previous Offering published by the CSRC.

A special resolution will be proposed at the EGM and the Class Meetings to consider and approve the above report.

– 34 –

LETTER FROM THE BOARD

(14) Uncovered deficit of the Company amount to one-third of the total share capital

According to the audit of Ernst & Young Hua Ming LLP, as at December 31, 2020, the accumulated loss of the Company was RMB619,708,670.96 and the total share capital of the Company was RMB489,836,702. In accordance with the relevant provisions of the Company Law of the PRC, the uncovered losses of the Company amount to one-third of the total share capital of the Company and will be considered at the EGM.

An ordinary resolution will be proposed at the EGM to consider and approve the uncovered deficit of the Company amounting to one-third of its total share capital.

3. Proposed Change of Independent Non-executive Director

As disclosed in the announcement of the Company dated May 10, 2021, Dr. Lorne Alan Babiuk has tendered his resignation due to other work commitments and will resign as the independent non-executive Director of the Company and cease to be a member of the Strategy Committee. Dr. Ma Lan has been nominated as a candidate for appointment as independent non-executive Director subject to the approval by the Shareholders at the EGM.

The nomination committee of the Company, having reviewed the composition of the Board and assessed the background and experience of Dr. Ma Lan, recommended that Dr. Ma Lan be appointed as our independent non-executive Director at the EGM, in accordance with the Company’s nomination policy and board diversity policy (including without limitation, gender, age, cultural and educational background, ethnicity, geographical location, professional experience, skills, knowledge and length of service). Dr. Ma Lan has substantial expertise and experience in the field of pharmacology and research on drugs, and she has confirmed her independence pursuant to Rule 3.13 of the Listing Rules. The nomination committee of the Company has also assessed and is satisfied with the independence of Dr. Ma Lan.

In view of the extensive knowledge and invaluable experience of Dr. Ma Lan, the Board accepted the nomination from the nomination committee. Dr. Ma Lan will bring a broader perspective to the Board and provide new thoughts for the Company’s overall strategic planning and business development. The Board if of the view that the appointment of Dr. Ma Lan is in the best interests of the Company and the Shareholders as a whole.

An ordinary resolution is being proposed at the EGM to consider and approve the proposed appointment of Dr. Ma Lan as an independent non-executive Director.

Particulars of Dr. Ma Lan

Dr. Ma Lan, aged 63, received her PhD degree from the University of North Carolina in 1990 and conducted post-doctoral research at the University of North Carolina from 1991 to 1993 and at the Bayer Pharmaceutical Research Center from 1993 to 1995. She has been the Director of the Center for Pharmacological Research at Fudan University since November 2003, and the Director of the Institute of Brain Science at Fudan University since July 2008, and was elected as an academician of the Chinese

– 35 –

LETTER FROM THE BOARD

Academy of Sciences in November 2019. An ordinary resolution will be proposed at the EGM for the Shareholders’ consideration and approval. If approved by the Shareholders at the EGM, Dr. Ma will form part of the first session of the Board.

The Company will enter into a service contract with Dr. Ma for a term until the end of the first session of the Board. Dr. Ma shall receive RMB300,000 as remuneration for her role as independent non-executive Director.

Saved as disclosed above, as at the date of this announcement, (i) Dr. Ma does not hold any other directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years or other major appointments and professional qualifications; (ii) Dr. Ma is not related to any Directors, Supervisors, senior management or substantial Shareholders; (iii) Dr. Ma is not interested in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap 571 of the laws of Hong Kong); or (iv) Dr. Ma does not hold any other position with the Company or other members of the Group.

Saved as disclosed above, as at the date of this announcement, Dr. Ma has confirmed that there are no matters that need to be brought to the attention of the Shareholders and there is no other information in relation to her proposed appointment that is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

III. OTHER INFORMATION IN RELATION TO THE PROPOSED ISSUE OF A SHARES

1. Reasons for the Issue of A Shares and listing on the Sci-Tech Board

The Company considers that the listing on the Sci-Tech Board will accelerate the Group’s development and improve its competitiveness, it would be beneficial to and is in the interests of the Company and its Shareholders as a whole and is beneficial to strengthen the sustainable development of the Company for the following reasons.

Branding and benefits as a dual listed company

Following the listing of the H Shares of the Company in November 2020, the Issue of A Shares would allow the Company to become a dual listed company and further enrich its capital base and develop both domestic and international financing platforms. Listing domestically in the PRC would also enable the Company to further enhance its brand image and influence in the domestic market.

As a dual listed company, the Company will be required to comply with the listing rules of both the Hong Kong Stock Exchange and the Shanghai Stock Exchange, which further optimize the Company’s corporate governance structure and provide higher level of corporate transparency to Shareholders and potential investors, which is more conducive to protecting the interests of all shareholders as a whole.

– 36 –

LETTER FROM THE BOARD

Since the establishment of the Sci-Tech Board, it has attracted a lot of companies with strong technological capabilities. Listing on the Sci-Tech Board is beneficial to promoting the value and interests of our Company and Shareholders as a whole.

Further funding needs to be met by proceeds from Proposed Issue of A Shares

While the proceeds raised from the Global Offering provide strong support for the R&D and commercialization of the Company’s Core Products and other key products in its product pipeline, the proceeds from the Issue of A Shares will enable the Company to press ahead with the progress of the clinical trials of its drug candidates targeting various indications in China and to fulfill the funding requirements for manufacturing upon commercialization of its drug candidates.

Amongst the total proceeds of approximately HK$4,444.2 million (equivalent to RMB3,784.5 million) raised from the Global Offering, RMB1,324.58 million is allocated for the clinical trials of the Core Products and RMB567.68 million is allocated for the development of drugs other than the Core Products. As disclosed in the Prospectus, the Company has a product pipeline of seven drug candidates in addition to the three Core Products. As such, the Company needs to raise further funds to support the development of its other drug candidates.

In addition, although RMB946.13 million from the proceeds from the Global Offering is allocated to fund the construction of new manufacturing facility, further funding is required to put in place the supporting facilities to meet the expected commercial manufacturing requirements of the Company’s commercialized products by the time the construction of the manufacturing facility is completed.

Furthermore, as the Company is gradually evolving from a pure research and development company to a company with commercialized products, the Company would need to recruit more staff to further build up and strengthen its sales and management functions, and the Company also needs to recruit more staff for its research and development for its drug candidates that are proceeding to more advanced stages in the clinical development process.

2. Effects of the Issue of A Shares on shareholding structure of the Company

Upon completion of the issue and listing of A Shares, all of the then existing Domestic Shares and Unlisted Foreign Shares (excluding those which is subject to the Conversion and Listing as described below) will be converted into A Shares and be listed on the Sci-Tech Board. Such converted A Shares will be deposited in China Securities Depository and Clearing Co., Ltd. and subject to lock-up periods as required under relevant PRC laws and regulations.

As disclosed in the announcement of the Company dated March 25, 2021, the Company has received official approval from the CSRC for the conversion of a total of 71,232,362 unlisted shares into H Shares and their listing thereof on the Stock Exchange (the ‘‘Conversion and Listing’’). Completion of the Conversion and Listing is subject to the performance of other procedures required by the CSRC, the Stock Exchange and other onshore

– 37 –

LETTER FROM THE BOARD

and offshore regulatory authorities and the Company will make further announcements on the progress of the Conversion and Listing in compliance with the Listing Rules and other applicable rules.

Assuming that a total of 54,426,301 new A Shares are to be issued, the shareholding structure of the Company as at the Latest Practicable Date and immediately after the completion of the Issue of A Shares is as follow (assuming there is no other change in the share capital of the Company from the Latest Practicable Date up to and including the date of completion of the Issue of A Shares):

Controlling Shareholders (1) Domestic Shares (2) Unlisted Foreign Shares (3) H Shares to be converted from Unlisted Foreign Shares (4) A Shares to be converted from Domestic Shares and Unlisted Foreign Shares Subtotal Other Shareholders (1) Domestic Shares (2) Unlisted Foreign Shares (3) A Shares to be converted from existing Domestic Shares (4) A Shares to be converted from existing Unlisted Foreign Shares (5) H Shares to be converted from existing Domestic Shares (6) H Shares to be converted from existing Unlisted Foreign Shares (7) H Shares New A Shares proposed to be issued Total	As at the Latest Practicable Date 148,873,474 77,502,045 — — 226,375,519 (46.21% of the total issued Shares) 90,420,817 54,691,489 — — — — 118,348,877 — 489,836,702	Immediately after the completion of the Issue of A shares — — 33,572,387 192,803,132 226,375,519 (41.59% of the total issued Shares) — — 81,375,122 26,077,209 9,045,695 28,614,280 118,348,877 54,426,301
		544,263,003

Note: Certain Shareholders holding Domestic Shares and Unlisted Foreign Shares are in the process of application for conversion into H Shares as part of the H Share full circulation programme of the Company.

– 38 –

LETTER FROM THE BOARD

Assuming a maximum of 54,426,301 A Shares are issued, it is expected that a total of 317,887,484 Shares of the Company, representing 58.41% of the then total issued Shares of the Company will be held by the public (including H Shares and A Shares held by the public but excluding any Shares held by the Company’s substantial shareholders, Directors, Supervisors, chief executive and their respective close associates) following the completion of the Proposed Issue of A Shares. As such, the Company would still be able to meet the minimum requirement on public float percentage under the Listing Rules. The Company will closely monitor the shareholdings the Controlling Shareholders and other core connected persons to monitor its public float percentage (including H Shares and A Shares held by the public) to maintain the minimum percentage of listed securities as prescribed by Rule 8.08 of the Listing Rules at all times, including during the stabilization period for the newly issued A shares, in public hands. The Company will also ensure its compliance with relevant requirements on public float as stipulated under the Listing Rules and will promptly notify the Stock Exchange of any changes in the Company’s public float.

3. Fund raising activities in the past twelve months

On November 9, 2020, the Company issued 76,537,000 new H Shares at HK$52.10 per H Share for total gross proceeds of approximately HK$3,987.6 million by way of initial public offering of the Company on the Stock Exchange.

On December 2, 2020, as part of the Global Offering, the over-allotment option was fully exercised and the Company issued an aggregate of 11,480,500 H Shares at HK$52.10 per H Share for total gross proceeds of approximately HK$598.1 million.

After the deduction of listing expenses, the total net proceeds from the Global Offering (including the exercise of the over-allotment option) was approximately HK$4,444.2 million.

The intended use of net proceeds from the Global Offering as disclosed in the Prospectus is as below:

• . approximately 50.0% will be used primarily for the clinical development and commercialization (subject to regulatory approval) of the following drug candidates:

• approximately 15% will be used to fund the ongoing and planned clinical trials, preparation for registration filings, launch and, subject to regulatory approval, commercialization of telitacicept (RC18), of which;

• approximately 15% will be used to fund the ongoing and planned clinical trials and preparation for potential registration filings of disitamab vedotin (RC48);

• approximately 5% will be used to fund the ongoing and planned clinical trials of RC28 for the treatment of wet AMD, DME and DR in China;

• approximately 15% will be used to fund the development of RC88 and RC98, as well as early-stage drug discovery and development;

– 39 –

LETTER FROM THE BOARD

• . approximately 25% will be used to fund the construction of the new manufacturing facility to expand the Company’s commercial manufacturing capacity;

• . approximately 15% will be used to repay the borrowings from RC Pharma; and

• . approximately 10% will be used for general corporate and working capital purposes.

As of December 31, 2020, the Company used approximately RMB975.2 million from the proceeds mentioned above and a detailed breakdown of such uses has been disclosed in the Company’s annual report published on April 28, 2021 for the year ended December 31, 2020.

The remaining proceeds are intended to be used in line with those disclosed in the Prospectus.

Apart from the fund raising activities listed above, the Company has not conducted any fund raising activities involving the issue of equity securities within the 12 months immediately prior to the Latest Practicable Date.

IV. THE EGM AND THE CLASS MEETINGS

The EGM will be held immediately after the conclusion of the AGM at 2 p.m. on Tuesday, June 1, 2021, the Class Meeting of H Shareholders and the Class Meeting of Domestic Shareholders and Unlisted Foreign Shareholders will be held immediately after the conclusion of the EGM and immediately after the conclusion of the Class Meeting of H Shareholders respectively, on Tuesday, June 1, 2021. Notice convening the EGM and Notices of the Class Meetings are set out in pages N-1 to N-24 of this circular and are available on the websites of the Stock Exchange (http://www.hkexnews.hk) and of the Company (http://www.remegen.cn).

V. CLOSURE OF REGISTER OF MEMBERS

The register of members of H Shares of the Company has been scheduled to close from Sunday, May 2, 2021 to Tuesday, June 1, 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 and Class Meeting of H Shareholders to be held on Tuesday, June 1, 2021.

To be eligible to attend and vote at the EGM and the Class Meeting of H Shareholders, 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, April 30, 2021 for registration.

– 40 –

LETTER FROM THE BOARD

VI. PROXY ARRANGEMENT

The form of proxy of each of the EGM and the Class Meetings are enclosed.

If you intend to appoint a proxy to attend the EGM and/or the Class Meetings, 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 Monday, May 31, 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 and/or the Class Meetings or at any other adjourned meeting should you so wish.

VII. VOTING BY POLL

Any vote of Shareholders at the EGM and the Class Meetings must be taken by poll except where the chairman of each of the EGM and the Class Meetings, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Company shall publish the poll results announcement in the manner prescribed under Rule 13.39(5) of the Listing Rules. Accordingly, the chairman of the EGM and the Class Meetings will exercise his power under the Articles of Association to demand a poll in relation to all the proposed resolutions at the EGM and the Class Meetings.

To the best of the Directors’ knowledge, information and belief, none of the Shareholders are required to abstain from voting at the EGM and/or the Class Meetings.

VIII. RECOMMENDATION

The Board considers that all the resolutions proposed at the EGM, the Class Meeting of H Shareholders and the Class Meeting of Domestic Shareholders and Unlisted Foreign Shareholders are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of these proposed resolutions.

IX. RESPONSIBILITY STATEMENT

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.

– 41 –

LETTER FROM THE BOARD

X. ADDITIONAL INFORMATION

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

There is no assurance that the Issue of A Shares will proceed. Shareholders and investors are advised to exercise caution in dealings in the H Shares. Further details about the Issue of A Shares 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

• For identification purposes only

– 42 –

PLAN FOR STABILISATION OF PRICE OF A SHARES WITHIN THREE YEARS AFTER THE INITIAL PUBLIC OFFERING OF A SHARES AND LISTING ON THE SCI-TECH BOARD

APPENDIX I

REMEGEN CO., LTD.

PLAN FOR STABILISATION OF PRICE OF A SHARES WITHIN THREE YEARS AFTER THE INITIAL PUBLIC OFFERING OF A SHARES AND LISTING ON THE SCI-TECH BOARD

The Issuer has formulated the Plan for Stabilisation of Price of A Shares within Three Years after the Initial Public Offering of A Shares and Listing on the Sci-Tech Board (this ‘‘Plan’’) for the purpose of maintaining the stability of share price after the listing of A shares of RemeGen Co., Ltd. (the ‘‘Issuer’’ or the ‘‘Company’’) and safeguarding the interests of the Issuer’s shareholders, particularly the minority shareholders. This Plan will take effect from the date when the Issuer completes the initial public offering of A shares and is listed on the Sci-Tech Innovation Board, and is valid for three years. Any amendment to this Plan shall be considered by the general meetings of the Issuer and be approved by more than two-thirds of the total number of shares with voting rights held by the shareholders present at the general meetings. The specific implementation plan and the undertakings of the Issuer, actual controllers, controlling shareholders, directors (except independent directors) and senior management are as below:

I. CONDITIONS FOR ACTIVATION OF THIS PLAN

During the three years from the date of listing of the Issuer, the Issuer and the relevant entities will actively implement relevant share price stabilization measures when the closing price of the Issuer’s A shares is lower than the latest audited net assets per share of the Issuer for 20 consecutive trading days (net assets per share is equal to total equity attributable to the ordinary shareholders of the parent company in the combined financial statements divided by total shares of the Company at the end of the year; after the reference date of the latest audit, should there be any change in the net assets or the total number of shares as a result of profit allocation, capitalization from capital public reserve, and issuance of additional shares and placing, the net assets per share should be adjusted accordingly), while the requirements of laws, regulations and regulatory documents regarding the repurchase and the increase being satisfied.

II. SPECIFIC MEASURES OF SHARE PRICE STABILIZATION

The board of directors of the Issuer will formulate or require the Issuer’s controlling shareholder to propose a specific implementation plan (including one or more of the following measures) for stabilizing share price within five working days from the date when the Issuer’s share price triggers the conditions for launching share price stabilization measures, implement those measures after completing relevant internal decision-making procedures and external approval/filing procedures (if required), and announce such action in accordance with the requirements for information disclosure of listed companies.

– I-1 –

APPENDIX I

PLAN FOR STABILISATION OF PRICE OF A SHARES WITHIN THREE YEARS AFTER THE INITIAL PUBLIC OFFERING OF A SHARES AND LISTING ON THE SCI-TECH BOARD

(1) Specific measures of repurchasing shares by the Issuer

• 1) The Company’s repurchase of shares with a view to stabilizing the share price shall comply with the requirements of the relevant laws and regulations such as the Securities Law of the People’s Republic of China, the Implementation Rules of Shanghai Stock Exchange for Share Repurchase by Listed Companies, the Administrative Measures for the Repurchase of Public Shares by Listed Companies (Provisional), and the Supplementary Provisions on the Repurchase of Shares by Listed Companies through Call Auction, and should not lead to any non-compliance by the Company in respect of the distribution of ifs shares against the listing conditions;

• 2) The resolution on the repurchase of shares by the general meeting shall be approved by more than two-thirds of voting rights held by shareholders present at the meeting;

• 3) The Company shall repurchase public shares by call auction through stock exchanges from the date of the announcement of share price stabilization plan. The repurchase price shall not be higher than the latest audited net assets per share of the Company, and the repurchase fund is the equity fund;

• 4) In addition to complying with the requirements of relevant laws and regulations, the Company shall comply with the following requirements when repurchasing shares with a view to stabilizing the share price:

• A. The number of shares in a single repurchase shall not exceed 1% of the Company’s total share capital;

• B. The accumulated number of shares repurchased in an accounting year shall not exceed 2% of the Company’s total share capital;

• C. The total amount of funds used by the Company to repurchase shares shall not exceed the total amount of funds raised by the Company from the initial public offering.

(2) Specific measures of increasing the shareholding in the Issuer by the controlling shareholders and actual controllers

• 1) The increase in shareholding by the controlling shareholders and actual controllers of the Company and information disclosure shall comply with the requirements of the laws and regulations, such as the PRC Company Law, the PRC Securities Law, and the Measures for the Administration of the Takeover of Listed Companies, while the equity distribution of the Company after the increase shall be in line with the listing conditions;

– I-2 –

APPENDIX I

PLAN FOR STABILISATION OF PRICE OF A SHARES WITHIN THREE YEARS AFTER THE INITIAL PUBLIC OFFERING OF A SHARES AND LISTING ON THE SCI-TECH BOARD

• 2) Controlling shareholders and actual controllers of the Company shall increase shareholding in the Company’s public shares by call auction, and the price of such increase shall not be higher than the latest audited net assets per share of the Company. The controlling shareholders shall not dispose of the shares so increased within six months from the completion of the shareholding increase plan;

• 3) In addition to complying with the requirements of relevant laws and regulations, the controlling shareholders and actual controllers of the Company shall comply with the following requirements when increasing shareholding with a view to stabilizing the share price:

• A. The number of shares in a single shareholding increase shall not exceed 1% of the Company’s total share capital;

• B. The accumulated number of shares so increased in an accounting year shall not exceed 2% of the Company’s total share capital;

• C. Under the premise of the situation described in A of this paragraph, the total amount of a single share increase shall not be less than 25% of the after-tax cash dividends received from the Company in the previous accounting year.

(3) Specific measures of increasing the shareholding in the Issuer by the directors (except independent directors) and senior management

• 1) The increase in shareholding by the remunerated Directors holding office in the Company (except independent non-executive Directors) and senior management and information disclosure shall comply with the requirements of the laws and regulations, such as the PRC Company Law, the PRC Securities Law, the Administration Measures on Acquisitions by Listed Companies, and the Rules on the Management of Shares Held by the Directors, Supervisors and Senior Management of Listed Companies and the Changes Thereof, while the equity distribution of the Company after the increase shall be in line with the listing conditions;

• 2) Remunerated Directors holding office in the Company (except independent non-executive Directors) and senior management shall increase shareholding in the Company’s public shares by call auction, and the price of such increase shall not be higher than the latest audited net assets per share of the Company. Remunerated Directors holding office in the Company (except independent non-executive Directors) and senior management shall not dispose of the shares so increased within six months from the completion of the shareholding increase plan;

– I-3 –

APPENDIX I

PLAN FOR STABILISATION OF PRICE OF A SHARES WITHIN THREE YEARS AFTER THE INITIAL PUBLIC OFFERING OF A SHARES AND LISTING ON THE SCI-TECH BOARD

• 3) In addition to complying with the requirements of relevant laws and regulations, when the remunerated Directors holding office (except independent non-executive Directors) and senior management increases shareholding with a view to stabilizing the share price, the monetary fund for a single share increase of the Company and/or that in twelve consecutive months shall be neither less than 25% of the total remuneration (after tax) received by such Directors and senior management during the preceding year, nor more than 75% of the remuneration (after tax) received by such Directors and senior management members during the preceding year.

If new Directors and senior management are appointed, the company will require them to accept the restrictions of this Plan and related measures.

(4) Circumstances of terminating the share price stabilization plan

Within 90 calendar days from the date of the announcement of the share price stabilization plan, if any of the following circumstances occurs, it is deemed that the implementation of the share price stabilization measures is completed and the undertakings are fulfilled, and the implementation of the announced share price stabilization plan shall be terminated:

• A. The closing price of the Issuer’s shares is higher than the latest audited net assets per share for 5 consecutive trading days.

• B. Continuation of the stabilization measures shall cause the equity distribution of the Issuer not being satisfied with the qualification for listing.

• C. The number of shares purchased within 12 consecutive months or the amount spent on purchasing shares by each relevant entities has reached the cap.

The Issuer shall announce the implementation of the stabilization measures within 2 trading days after the completion of the implementation of the measures and the fulfilment of the undertakings. After the completion of the implementation of the measures and the fulfilment of the undertakings of the Issuer, if the Issuer’s share price triggers the conditions for launching share price stabilization measures again, the Issuer, controlling shareholders, directors, senior management and other relevant responsible entities will continue to perform the obligations in according with this Plan and related undertakings. Within 90 natural days from the date of the announcement of the share price stabilization plan, if the conditions for terminating the share price stabilization plan are not satisfied, the share price stabilization plan formulated by the board of directors of the Issuer will once again take effect immediately. The Issuer, controlling shareholders, directors, senior management and other relevant responsible entities will continue to implement the share price

– I-4 –

APPENDIX I

PLAN FOR STABILISATION OF PRICE OF A SHARES WITHIN THREE YEARS AFTER THE INITIAL PUBLIC OFFERING OF A SHARES AND LISTING ON THE SCI-TECH BOARD

stabilization measures; or the board of directors of the Issuer will immediately propose and implement a new share price stabilization plan until the conditions for terminating the share price stabilization plan are satisfied.

III. RESTRICTIVE MEASURES FOR FAILING TO IMPLEMENT THE SHARE PRICE STABILIZATION PLAN OF THE ISSUER

For the performance of relevant measures of price stabilization, the Company is willing to be supervised by the competent authorities and assume the relevant legal liabilities. If the Company fails to take specific measures to stabilize the share price as aforesaid, the Company will immediately stop the payment of remuneration (if any) or allowances (if any) and dividends to shareholders (if any) to the Company’s directors and senior management, and immediately stop formulating or implementing major asset purchases and disposals, as well as capital operations such as the issuance of additional shares, issuance of corporate bonds, and major asset restructuring, until the Company adopts corresponding share price stabilization measures in accordance with the provisions of this Plan and the implementation is completed. If the controlling shareholders and the actual controllers of the Company are unable to perform the obligation of increasing the shares of the Company, the Company has the right to deduct the equivalent amounts for shares increasing from cash dividend payables of the controlling shareholders and the actual controllers so as to perform their obligations of increasing on behalf of them; if the remunerated directors (excluding independent directors) and paid senior management of the Company are unable to perform the obligation of increasing the shares of the Company, the Company has the right to deduct the equivalent amounts for shares increasing from after-tax salary and allowance payables of the directors and senior management so as to perform their obligations of increasing on behalf of them.

Where there were discrepancies in the requirements between the laws, regulations, regulatory documents and CSRC or the Shanghai Stock Exchange and the specific conditions for the share price stabilization measures and the specific measures so implemented, or where there were discrepancies in the requirements in respect of the related liabilities and consequences liable for as a result of breach of the above undertakings by the Company or individuals, the Company or individuals shall voluntarily and unconditionally abide by such requirements.

– I-5 –

APPENDIX II

THREE-YEAR DIVIDEND DISTRIBUTION PLAN FOR SHAREHOLDERS AFTER THE INITIAL PUBLIC OFFERING OF A SHARES AND THE LISTING ON THE SCI-TECH BOARD

REMEGEN CO., LTD.

THREE-YEAR DIVIDEND DISTRIBUTION PLAN FOR SHAREHOLDERS AFTER THE INITIAL PUBLIC OFFERING OF A SHARES AND THE LISTING ON THE SCI-TECH BOARD

According to the relevant documents including the ‘‘Notice on Further Implementing Matters Related to the Cash Dividend Distribution by Listed Companies’’ (Zheng Jian Fa [2012] No.37) and the ‘‘Guideline No. 3 on the Supervision and Administration of Listed Companies — Distribution of Cash Dividends of Listed Companies’’ (Zheng Jian Hui Gong Gao [2013] No. 43) issued by the CSRC, and the ‘‘Articles of Association of RemeGen Co., Ltd.’’ (the ‘‘Articles of Association’’), to further standardize and improve the profit distribution policy of RemeGen Co., Ltd. (the ‘‘Company’’), establish a scientific, continuous and stable shareholders’ dividend distribution plan, and safeguard the legitimate interests of minority shareholders, in view of its actual situation, the Company has formulated the ‘‘Threeyear Dividend Distribution Plan after the listing of A Shares by RemeGen Co., Ltd.’’, the detailed contents of which are set out below:

I. FACTORS CONSIDERED BY THE COMPANY IN FORMULATION OF THIS PLAN

The Company focuses on its long-term sustainable development. To establish a scientific, continuous and stable return plan and mechanism for investors, the Company took into consideration its actual situation, development strategy and industry trends. Therefore, the Company made specific institutional arrangements for its profit distribution to ensure the continuity and sustainability of the profit distribution policy.

II. PRINCIPLES OF FORMULATION OF THIS PLAN

The formulation of this Plan shall comply with the relevant provisions of the Articles of Association related to profit distribution, pay attention to shareholders’ reasonable investment returns and take into account the Company’s actual operation and sustainable development during the year, and properly maintain the balance between short-term benefits and long-tern development of the Company on the basis of full consideration of shareholders’ interests. To ensure continuity and stability of profit distribution, the Company shall determine a reasonable profit distribution proposal and formulate a plan to implement the profit distribution policy for a certain period of time.

III. DETAILS OF THE SHAREHOLDERS’ DIVIDEND DISTRIBUTION PLAN OF THE COMPANY FOR THE NEXT THREE YEARS

1. Methods of profit distribution

The Company may distribute dividends in cash, shares, or a combination of both cash and shares, and shall give priority to cash dividends.

– II-1 –

APPENDIX II

THREE-YEAR DIVIDEND DISTRIBUTION PLAN FOR SHAREHOLDERS AFTER THE INITIAL PUBLIC OFFERING OF A SHARES AND THE LISTING ON THE SCI-TECH BOARD

2. Cash dividend rate

Provided that after making full allocations to the reserve fund, the Company makes a profit and the cash could support the Company’s continuous operation and long-term development, and subject to the following conditions in the upcoming three years, the Company may distribute dividends in the form of cash. The distributed profits in cash shall not be less than 10% of the realized distributable profits for the year, and the distributed profits in cash accumulated in the latest three years shall not be less than 30% of the realized annual distributable profits in latest three years.

3. Conditions of cash dividend distribution

• (1) The distributable profit (i.e. after-tax net profit after the Company has made up for losses and withdrawn from the reserve fund) for the year is positive;

• (2) The audit institution has issued a standard audit report with unqualified opinion on the financial report for the financial year;

• (3) The Company has no such events as major investment plan or significant cash expenditure (excluding projects of raising proceeds) in the upcoming twelve months. Significant investment plan or significant cash expenditure refers to: the proposed external investment, acquisition of assets or purchase of equipment by the Company in the upcoming twelve months with accumulated expenses amounting to or exceeding 30% of the latest audited net assets of the Company.

4. Intervals between cash dividend distribution

Subject to the above cash dividend conditions, the Company shall positively distribute dividend in cash and pay dividend in cash once a year in principle. The board of directors may propose to distribute interim cash dividends after considering profits and capital requirements of the Company. The specific distribution plans of the Company shall be formulated by the board of directors in accordance with the Company’s actual operation and financial status and approved at the general meetings.

5. Conditions of distribution of dividend in specie

Provided that a full amount of cash dividends and reasonable scale of share capital of the Company are ensured, fully considering a range of factors including the Company’s growth and the dilution of net assets per share, the Company may distribute dividend in specie according to its accumulated distributable profits, reserve fund and cash flow. The specific dividend rate shall be reviewed and approved by the board of directors of the Company and then submitted to the general meeting for consideration and approval.

– II-2 –

APPENDIX II

THREE-YEAR DIVIDEND DISTRIBUTION PLAN FOR SHAREHOLDERS AFTER THE INITIAL PUBLIC OFFERING OF A SHARES AND THE LISTING ON THE SCI-TECH BOARD

6. Differentiated cash dividend policies

The Company shall take into consideration various factors, including its industry features, development stages, its own business model and profitability as well as whether the Company has any substantial capital expenditure arrangement, and differentiate the following circumstances and propose differentiated cash dividend policies in accordance with the procedures under the Articles of Association:

• (1) Where the Company is in a developed stage with no substantial capital expenditure arrangement, the dividend distributed in the form of cash shall not be less than 80% of the total profit distribution when profits are distributed;

• (2) Where the Company is in a developed stage with no substantial capital expenditure arrangement, the dividend distributed in the form of cash shall not be less than 40% of the total profit distribution when profits are distributed;

• (3) Where the Company is in a developed stage with no substantial capital expenditure arrangement, the dividend distributed in the form of cash shall not be less than 20% of the total profit distribution when profits are distributed.

The Company’s stage of development is determined by the board of directors based on specific circumstances. Where the Company’s stage of development is difficult to distinguish but there is substantial capital expenditure arrangement, the profit distribution may be dealt with pursuant to the previous rules.

7. Decision-making procedures of profit distribution

According to the Company’s specific operating information, profit scale, cash flow, development stage and current capital needs, the board of directors will carefully study and demonstrate the timing, conditions and minimum proportion, conditions for adjustment and requirements for decision-making procedures involved in implementing the Company’s distribution of cash dividends. The annual or interim profit distribution proposal shall be proposed by the board of directors and implemented upon consideration and approval at the general meeting.

The proposal shall be approved by more than half of all directors and more than half of all independent directors. Independent directors shall express independent opinions on the profit distribution proposal. The supervisory committee shall review and express opinions on the profit distribution proposal.

When considering specific plans for distribution of cash dividends at the general meeting, the Company shall listen to opinions and requests from minority shareholders, especially minority shareholders and respond to their concerns in a timely manner by communicating through various channels (including calls from investors, the Company’s public mailboxes, online platforms, and investor meetings).

– II-3 –

THREE-YEAR DIVIDEND DISTRIBUTION PLAN FOR SHAREHOLDERS AFTER THE INITIAL PUBLIC OFFERING OF A SHARES AND THE LISTING ON THE SCI-TECH BOARD

APPENDIX II

If the Company makes profit but does not propose a cash dividend plan, independent directors shall express their opinions, which shall be approved by board of directors and then submitted to the general meeting for consideration and approval.

IV. CYCLE OF FORMULATION OF SHAREHOLDERS’ DIVIDEND DISTRIBUTION PLANS AND RELEVANT DECISION-MAKING MECHANISM

The Company shall formulate a shareholders’ dividend distribution plan every three years. Based on the opinions of shareholders (especially the medium and small investors), independent directors and supervisors, the Company shall make appropriate, necessary changes to the Company’s current profit distribution policy, to determine the shareholders’ dividend distribution plan for this cycle.

V. OTHER MATTERS

The matters not covered in this Plan shall be executed in accordance with relevant laws, regulations, regulatory documents and the Articles of Association. This Plan shall be interpreted by the board of directors of the Company. Upon consideration and approval at the general meeting, this Plan shall take effect on the Company’s date of initial public offering of shares and listing on the Sci-Tech Board.

– II-4 –

ANALYSIS ON DILUTION ON IMMEDIATE RETURN BY THE INITIAL PUBLIC OFFERING OF A SHARES AND RECOVERY MEASURES FOR THE IMMEDIATE RETURN

APPENDIX III

REMEGEN CO., LTD.

ANALYSIS ON DILUTION ON IMMEDIATE RETURN BY THE INITIAL PUBLIC OFFERING OF A SHARES AND RECOVERY MEASURES FOR THE IMMEDIATE RETURN

Upon the initial public offering and listing, the scale of share capital and net assets of RemeGen Co., Ltd. (the ‘‘Company’’) will increase. However, because the establishment of projects of raising proceeds requires a certain period, and it takes time for the raised proceeds to generate benefits, the operating income and net profits of the Company during the period are mainly from existing business. It is expected that indicators such as the Company’s earnings per share and return on net assets may be diluted within a certain period after the issuance.

In order to fully protect the minority interests, the Company will take various measures in preventing exposures to dilution on current returns and enhancing its profitability. Details are set out below:

1. DEVELOPING THE MAIN BUSINESS AND IMPROVING THE COMPANY’S SUSTAINABLE PROFITABILITY

The proceeds raised from the issuance will be used to develop the Company’s main business, in order to ensure the continuous and stable growth of the main business. With the development of the Company’s financial capacity after the completion of the offering, the Company will seize the opportunities of the promising industry, give full play to its advantages, increase R&D investment, and strengthen the effort to expand client portfolio. In this way, the Company can improve its R&D level, strengthen internal management, enhance the comprehensive competence and profitability, and reduce the risks of dilution of current return to shareholders from the issuance.

1. STRENGTHENING THE MANAGEMENT OF RAISED PROCEEDS, ACCELERATING THE INVESTMENT PROGRESS OF THE PROJECT, REALIZING THE EXPECTED BENEFITS OF THE PROJECTS AS SOON AS POSSIBLE, AND IMPROVING THE EFFICIENCY OF THE USE OF RAISED PROCEEDS

In accordance with the requirements under laws, regulations and regulatory documents such as the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Administrative Measures for the Issuance of Securities by Listed Companies and the No.2 Regulatory Guidance on Listed Companies — Regulatory Requirements for Management and Use of Raised Funds of Listed Companies, and the Articles of Association of RemeGen Co., Ltd., the Company has amended the Administrative Measures on Proceeds Raised by RemeGen Co., Ltd., so that it will be applicable after listing. Moreover, the Company will strictly regulate the deposit, use, management, usage change, etc. of separately managed accounts of the raised proceeds, to ensure the reasonable and compliant use of raised proceeds and improve the efficiency of the use of raised proceeds.

– III-1 –

APPENDIX III

ANALYSIS ON DILUTION ON IMMEDIATE RETURN BY THE INITIAL PUBLIC OFFERING OF A SHARES AND RECOVERY MEASURES FOR THE IMMEDIATE RETURN

Upon the receipt of proceeds to be raised under the offering, the Company will strictly monitor utilization of proceeds in accordance with the requirements under the relevant laws and regulations and the Administrative Measures on Proceeds Raised by RemeGen Co., Ltd., thus ensuring adequate and efficient utilization of the proceeds raised for proposed purposes, speeding up the establishment of projects of raising proceeds, improving the efficiency of the use of raised proceeds, and increasing shareholders’ dividend distribution.

3. IMPROVING CORPORATE GOVERNANCE AND PROMOTING BUSINESS EFFICIENCY

In accordance with the requirements under laws, regulations and regulatory documents such as the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China and the Code of Corporate Governance for Listed Companies, the Company has been improving its corporate governance structure, thus ensuring that the general meetings, the board of directors and the supervisory committee perform their own functions, and guaranteeing that independent directors and the supervisory committee independently and effectively exercise their powers; further strengthening the Company’s overall planning in business development, resource integration and financial management, and improving operation and management efficiency; continuing to reinforce quality and safety management, strictly implementing various rules and regulations, ensuring the integrity and effectiveness of the internal control system, and comprehensively and effectively controlling the Company’s operation and management risks.

4. BUILDING A TALENT TEAM AND INVIGORATING THE DEVELOPMENT

The company has built a multi-level, multi-channel talent training and developing system. On the one hand, the Company will help the existing talents to develop, and give full play to the potential of the existing talents; on the other hand, the Company will continue introducing high-quality talents to constantly adjust and enrich its talent pool. Moreover, the Company will continuously improve the age, culture and professional structure of its workforce, in order to form a human resource team with a stable, reasonable structure, which is prepared for the company’s future business expansion.

5. OPTIMIZING THE INVESTMENT RETURN MECHANISM

In order to improve the Company’s dividend decision-making and supervision mechanism, and actively work on investors’ dividends, in accordance with the relevant requirements of China Securities Regulatory Commission (the ‘‘CSRC’’), the Company has formulated a three-year dividend distribution plan after the listing and specified the profit distribution policy and cash dividend policy in the Articles of Association of RemeGen Co., Ltd. applicable after listing. The Company will provide investors with stable returns, with a focus on combining a range of factors including the Company’s profitability, business development, and internal and external financing environment. After the offering is completed, the Company will earnestly implement the profit distribution policy in accordance

– III-2 –

ANALYSIS ON DILUTION ON IMMEDIATE RETURN BY THE INITIAL PUBLIC OFFERING OF A SHARES AND RECOVERY MEASURES FOR THE IMMEDIATE RETURN

APPENDIX III

with the requirements of the Articles of Association of RemeGen Co., Ltd. and the three-year dividend distribution plan after the listing, to create long-term return for shareholders and protect investors’ interests.

After the CSRC and the Shanghai Stock Exchange separately issue relevant opinions and implementation rules on the recovery measures of the dilution of current return and their commitments, if there are discrepancies in the requirements between the Company and the CSRC and the Shanghai Stock Exchange, the Company promises to issue supplementary commitments immediately in according with the regulations of the CSRC and the Shanghai Stock Exchange and to urge the Company to formulate new plans, in order to meet the requirements of the CSRC and the Shanghai Stock Exchange.

– III-3 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

COMPARISON TABLE OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before amendment

After amendment

Article 1 In order to protect the legal interests of Article 1 In order to protect the legal interests of the Company, its shareholders and creditors and the Company, its shareholders and creditors and to regulate the organization and activities of the to regulate the organization and activities of the Company, the Articles of Association are Company, the Articles of Association are formulated in accordance with the Company Law formulated in accordance with the Company Law of the People’s’ss Republic of China (中華人民共和中華人民共和華人民共和人民共和民共和共和和 of the People’s Republic of China (中華人民共和 國公司法)公司法)司法)法)) (the ‘‘CompanyCompany Law’’),’’),), the Securities 國公司法) (the ‘‘Company Law’’), the Securities Law of the People’s’ss Republic of China, the Law of the People’s Republic of China, the Special Regulations of the State Council on the Special Regulations of the State Council on the Overseas Offering and Listing of Shares by Joint Overseas Offering and Listing of Shares by Joint Stock Limited Companies (國務院關於股份有限國務院關於股份有限務院關於股份有限院關於股份有限關於股份有限於股份有限股份有限份有限有限限 Stock Limited Companies (國務院關於股份有限 公 司 境 外 募 集 股 份 及 上 市 的 特 別 規 定 ) (the 公 司 境 外 募 集 股 份 及 上 市 的 特 別 規 定 ) ( the ‘‘SpecialSpecial Provisions’’),’’),), the Mandatory Provisions ‘‘Special Provisions’’), the Mandatory Provisions for Articles of Association of Companies to be for Articles of Association of Companies to be Listed Overseas (到境外上市公司章程必備條款),到境外上市公司章程必備條款),境外上市公司章程必備條款),外上市公司章程必備條款),上市公司章程必備條款),市公司章程必備條款),公司章程必備條款),司章程必備條款),章程必備條款),必備條款),備條款),條款),款),), Listed Overseas (到境外上市公司章程必備條款), the Letter of the Opinion on the Supplemental the Letter of the Opinion on the Supplemental Amendments to the Articles of Association of Amendments to the Articles of Association of Companies to be Listed in Hong Kong jointly Companies to be Listed in Hong Kong jointly promulgated by the Overseas Listing Department promulgated by the Overseas Listing Department of the China Securities Regulatory Commission of the China Securities Regulatory Commission (the ‘‘CSRC’’)CSRC’’)’’)) and the Production System (the ‘‘CSRC’’) and the Production System Department of the Former State Commission for Department of the Former State Commission for Restructuring the Economic System, the Restructuring the Economic System, the Opinions Opinions on Further Assistance in Regulated on Further Assistance in Regulated Operation and Operation and In-depth Reform of Companies In-depth Reform of Companies Listed outside the Listed outside the PRC, the Reply of the State PRC, the Reply of the State Council on the Council on the Adjustment to the Provisions of Adjustment to the Provisions of the Notice the Notice Period for Convening the General Period for Convening the General Meeting and Meeting and Other Matters Applicable to the Other Matters Applicable to the Overseas Listed Overseas Listed Companies, the Rules Governing Companies, the Rules Governing the Listing of the Listing of Securities on The Stock Exchange Securities on The Stock Exchange of Hong Kong of Hong Kong Limited (the ‘‘HongHong Kong Listing Limited (the ‘‘Hong Kong Listing Rules’’), Rules’’),’’),), and other relevant provisions of laws, Guide to Articles of Association of Listed regulations and regulatory documents. Company, Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of Shanghai Stock Exchanges (the ‘‘SSE STAR Listing Rules’’), Code of Corporate Governance for Listed Companies and other relevant provisions of laws, regulations and regulatory documents. New provisions Article 5 The registered capital of the Company is RMB[.].

Article 1 In order to protect the legal interests of the Company, its shareholders and creditors and to regulate the organization and activities of the Company, the Articles of Association are formulated in accordance with the Company Law of the People’s’ss Republic of China (中華人民共和中華人民共和華人民共和人民共和民共和共和和 國公司法)公司法)司法)法)) (the ‘‘CompanyCompany Law’’),’’),), the Securities Law of the People’s’ss Republic of China, the Special Regulations of the State Council on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies (國務院關於股份有限國務院關於股份有限務院關於股份有限院關於股份有限關於股份有限於股份有限股份有限份有限有限限 公 司 境 外 募 集 股 份 及 上 市 的 特 別 規 定 ) (the ‘‘SpecialSpecial Provisions’’),’’),), the Mandatory Provisions for Articles of Association of Companies to be Listed Overseas (到境外上市公司章程必備條款),到境外上市公司章程必備條款),境外上市公司章程必備條款),外上市公司章程必備條款),上市公司章程必備條款),市公司章程必備條款),公司章程必備條款),司章程必備條款),章程必備條款),必備條款),備條款),條款),款),), the Letter of the Opinion on the Supplemental Amendments to the Articles of Association of Companies to be Listed in Hong Kong jointly promulgated by the Overseas Listing Department of the China Securities Regulatory Commission (the ‘‘CSRC’’)CSRC’’)’’)) and the Production System Department of the Former State Commission for Restructuring the Economic System, the Opinions on Further Assistance in Regulated Operation and In-depth Reform of Companies Listed outside the PRC, the Reply of the State Council on the Adjustment to the Provisions of the Notice Period for Convening the General Meeting and Other Matters Applicable to the Overseas Listed Companies, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘HongHong Kong Listing Rules’’),’’),), and other relevant provisions of laws, regulations and regulatory documents.

– IV-1 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment

Article 10 ‘‘Senior management members’’ referred to in the Articles of Association include general manager, president, deputy president, chief medical officer, chief financial officer and the secretary to the board of the Company.

Article 17 Subject to the applicable laws, administrative regulations and departmental rules, Shareholders of the Bank may trade their unlisted shares in overseas stock exchanges upon approval from the relevant regulatory authorities, such as the securities regulatory authority of the State Council. The listing and dealing in of such shares on overseas stock exchanges shall comply with the regulatory procedures, rules and requirements of overseas stock exchanges...

Article 18 Upon completion of the initial public offering of overseas listed foreign shares, ~~if the Over-allotment Option is not exercised,~~ the capital structure of the Company shall comprise of: 478,356,202 ordinary shares, including 239,294,291 domestic shares, accounting for 50.02% of the total number of ordinary shares of the Company; 132,193,534 unlisted foreign shares, accounting for 27.64% of the total number of ordinary shares of the Company; and 106,868,377 H Shares, accounting for 22.34% of the total number of ordinary shares of the Company.

If the Over-allotment Option is fully exercised, the capital structure of the Company shall comprise of: 489,836,702 ordinary shares, including 239,294,291 domestic shares, accounting for 48.85% of the total number of ordinary shares of the Company; 132,193,534 unlisted foreign shares, accounting for 26.99% of the total number of ordinary shares of the Company; and 118,348,877 H Shares, accounting for 24.16% of the total number of ordinary shares of the Company.

After amendment

Article 11 ‘‘Senior management members’’ referred to in the Articles of Association include general manager, president, senior deputy president, chief medical officer, chief financial officer and the secretary to the board of the Company.

Article 18 Subject to the applicable laws, administrative regulations and departmental rules, Shareholders of the Bank may trade their unlisted shares in overseas stock exchanges upon approval from the relevant regulatory authorities, such as the securities regulatory authority of the State Council. The listing and dealing in of such shares on overseas stock exchanges shall comply with the regulatory procedures, rules and requirements of overseas stock exchanges... Listing of the aforesaid shares on an overseas stock exchange does not need resolution through voting at a class general meeting...

Article 19 Upon completion of the initial public offering of overseas listed foreign shares, the capital structure of the Company shall comprise of: 478,356,202 ordinary shares (before the Over-allotment Option is exercised), including 239,294,291 domestic shares, accounting for 50.02% of the total number of ordinary shares of the Company; 132,193,534 unlisted foreign shares, accounting for 27.64% of the total number of ordinary shares of the Company; and 106,868,377 H Shares, accounting for 22.34% of the total number of ordinary shares of the Company.

After the Over-allotment Option is fully exercised, the capital structure of the Company shall comprise of: 489,836,702 ordinary shares, including 239,294,291 domestic shares, accounting for 48.85% of the total number of ordinary shares of the Company; 132,193,534 unlisted foreign shares, accounting for 26.99% of the total number of ordinary shares of the Company; and 118,348,877 H Shares, accounting for 24.16% of the total number of ordinary shares of the Company.

– IV-2 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment	Before amendment	After amendment	After amendment
	Before amendment	After amendment
		After receiving the approval of China
		Securities Regulatory Commission (hereinafter
		referred to as CSRC), 15 shareholders of our
		Company converted a total of 71,232,362
		domestic unlisted shares into overseas listed
		foreign shares which could be listed on the
		Hong Kong Stock Exchange upon the
		conversion. The Company has obtained approval from the
		Shanghai Stock Exchange (hereinafter
		referred to as SSE) and registered with the
		CSRC for the initial public offering of [.]
		domestic ordinary shares dominated in
		Renminbi (A Shares) which have been listed
		on the Sci-Tech Board on [.]. After the
		Company completed the conversion of
		domestic unlisted shares into overseas listed
		foreign shares and the initial public offering
		and listing of domestic ordinary shares
		dominated in Renminbi (A Shares), the capital
		structure of the Company shall comprise of:
		[.] ordinary shares, of which: [.] domestic
		ordinary shares dominated in Renminbi (A
		Shares), accounting for [.]% of the total
		number of ordinary shares of the Company;
		[.] H Shares, accounting for [.]% of the total
		number of ordinary shares of the Company.

– IV-3 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment

Article 23 The Company may, in the following circumstances, buy back its outstanding shares in accordance with the law, administrative regulations, department rules and requirement of this Articles of Associations:

• (1) When decreasing the registered capital of the Company;

• (2) When merging with other companies holding shares of the Company;

• (3) When shares are being used in the employee stock ownership plan or as equity incentive;

• (4) When shareholders objecting to resolutions of the general meeting concerning merger or division of the Company require the Company to buy their shares;

• (5) When shares are being used to satisfy the conversion of corporate bonds convertible into shares issued by the Company;

• (6) When safeguarding corporate value and shareholders’ equity as the Company deems necessary...

After amendment

Article 24 The Company may, in the following circumstances, buy back its outstanding shares in accordance with the law, administrative regulations, department rules and requirement of this Articles of Associations:

• (1) When decreasing the registered capital of the Company;

• (2) When merging with other companies holding shares of the Company;

• (3) When shares are being used in the employee stock ownership plan or as equity incentive;

• (4) When shareholders objecting to resolutions of the general meeting concerning merger or division of the Company require the Company to buy their shares;

• (5) When shares are being used to satisfy the conversion of corporate bonds convertible into shares issued by the Company;

• (6) When safeguarding corporate value and shareholders’ equity as the Company deems necessary;

• (7) Other circumstances as permitted by laws and administrative regulations...

– IV-4 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment

• Article 24 The Company may buy back its shares in any of the following ways:

• (1) Issuing a buyback offer to all shareholders according to an equal percentage;

After amendment

• Article 25 The Company may buy back its shares in any of the following ways: (1) Issuing a buyback offer to all shareholders according to an equal percentage;

• (2) Buying back through the open transaction in the stock exchange;

• (3) Buying back through agreement outside the stock exchange;

• (2) Buying back through the open transaction in the stock exchange;

• (3) Buying back through agreement outside the stock exchange;

• (4) Other methods as permitted by laws and administrative regulations and approved by regulatory authorities.

• (4) Other methods as permitted by laws and administrative regulations and approved by regulatory authorities.

		The acquisition by the Company of its own
		shares in circumstances as set out in items (3),
		(5) and (6) of Article 24.1 herein shall be
		conducted through open centralized trading.
New	provisions	Article 33 If the directors, supervisors, senior
		management of the Company and shareholders
		holding more than 5% of the Company’s
		shares sell the shares of the Company they
		held within six months after the purchase, or
		purchase again within six months after sale,
		the proceeds thereon shall be owned by the
		Company and the board of the Company will
		recover the proceeds. But if a securities
		company undertakes unsold shares, thereby
		holding more than 5% of the shares, the sale
		of these shares shall not be subject to the said
		6-month restriction.
		If the board does not comply with the
		foregoing paragraph, the shareholders can
		request the board to do so within 30 days. If
		the board fails to do so as required,
		shareholders have the right to bring
		proceedings in their names to people’s counts
		in the interests of the Company.

– IV-5 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment

Article 33 The Company or its subsidiaries (including affiliates of the Company) shall not at any time by way of gift, advance, guarantee, compensation or loans to provide any financial assistance to purchasers or potential purchasers of the Company’s shares in any way. The aforesaid purchasers include persons directly or indirectly undertaking obligations because of the purchase of the Company’s shares.

The Company or its subsidiaries (including affiliates of the Company) shall not at any time or in any form provide any financial assistance to the aforesaid obligors for the purpose of reducing or discharging their obligations.

This Article does not apply to the circumstances set out in ~~Article 34~~ of the Articles.

Article 35 Except as otherwise prohibited in accordance with the laws, administrative regulations, department rules and normative documents, the following acts are not deemed as prohibited under ~~Article 32~~ of the Articles of Association:...

After amendment

Article 35 The Company or its subsidiaries (including affiliates of the Company) shall not at any time by way of gift, advance, guarantee, compensation or loans to provide any financial assistance to purchasers or potential purchasers of the Company’s shares in any way. The aforesaid purchasers include persons directly or indirectly undertaking obligations because of the purchase of the Company’s shares.

The Company or its subsidiaries (including affiliates of the Company) shall not at any time or in any form provide any financial assistance to the aforesaid obligors for the purpose of reducing or discharging their obligations.

This Article does not apply to the circumstances set out in Article 37 of the Articles.

Article 37 Except as otherwise prohibited in accordance with the laws, administrative regulations, department rules and normative documents, the following acts are not deemed as prohibited under Article 35 of the Articles of Association:...

– IV-6 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment

Article 36 The Company’s shares are all registered shares. The particulars specified on the share certificates of the Company shall, in addition to those provided in the Company Law, contain other particulars required to be specified by the stock exchange where the shares of the Company are listed.

The Company may issue overseas listed shares in the form of foreign depository receipts or other derivative means of shares in accordance with the laws and the practice of registration and depository of securities in the place of listing.

If the share capital of the Company includes nonvoting shares, the name of such shares must be denoted by the wordings of ‘‘non-voting’’. Where the share capital includes shares with different voting rights, the designation of each class of shares, other than those with the most favourable voting rights, must include the words ‘‘restricted voting’’ or ‘‘limited voting’’.

After amendment

Article 38 The Company’s shares are all registered shares. The particulars specified on the share certificates of the Company shall, in addition to those provided in the Company Law, contain other particulars required to be specified by the stock exchange where the shares of the Company are listed.

The registered depositary of the shares held by the domestic shareholders of the Company is China Securities Depository and Clearing Co., Ltd (CSDS). The register of shareholders and the shares held by the domestic shareholders are based on the information recorded in the securities book-entry system of CSDS.

The Company may issue overseas listed shares in the form of foreign depository receipts or other derivative means of shares in accordance with the laws and the practice of registration and depository of securities in the place of listing.

If the share capital of the Company includes nonvoting shares, the name of such shares must be denoted by the wordings of ‘‘non-voting’’. Where the share capital includes shares with different voting rights, the designation of each class of shares, other than those with the most favourable voting rights, must include the words ‘‘restricted voting’’ or ‘‘limited voting’’.

Article 37 (4) The share buyer authorizes the Company to conclude the contract on his behalf with each director, general manager ~~(president)~~ and other senior management officers, and such director, general manager ~~(president)~~ and other senior management officers shall undertake to observe and fulfill their duties for shareholders as specified in the Articles of Association.

Article 39 (4) The share buyer authorizes the Company to conclude the contract on his behalf with each director, general manager and other senior management officers, and such director, general manager and other senior management officers shall undertake to observe and fulfill their duties for shareholders as specified in the Articles of Association.

– IV-7 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment

Article 39 The Company shall establish a register of members stating the following particulars, or conduct the registration of shareholders pursuant to the provisions of the laws, administrative regulations, departmental rules and the Hong Kong Listing Rules:

• (1) the name (title), address (domicile), occupation or nature of each shareholder;

• (2) the class and number of shares held by each shareholder;

• (3) the amount paid or payable for the shares held by each shareholder;

• (4) the serial number of the share certificate held by each shareholder;

• (5) the date on which each shareholder is registered as a shareholder;

• (6) the date on which each shareholder ceases to be a shareholder.

The shareholders’ register is a sufficient evidence of the shareholders’ shareholdings in the Company unless there is evidence to the contrary.

Subject to the Articles of Association and other applicable requirements, once the shares of the Company are transferred, the name (title) of the transferee shall be listed in the shareholders’ register as the holder of the said shares.

After amendment

Article 41 The Company shall establish a register of members stating the following particulars, or conduct the registration of shareholders pursuant to the provisions of the laws, administrative regulations, departmental rules and regulatory rules of the place where the shares of the Company are listed:

• (1) the name (title), address (domicile), occupation or nature of each shareholder;

• (2) the class and number of shares held by each shareholder;

• (3) the amount paid or payable for the shares held by each shareholder;

• (4) the serial number of the share certificate held by each shareholder;

• (5) the date on which each shareholder is registered as a shareholder;

• (6) the date on which each shareholder ceases to be a shareholder.

The shareholders’ register is a sufficient evidence of the shareholders’ shareholdings in the Company unless there is evidence to the contrary.

Subject to the Articles of Association and other applicable requirements, once the shares of the Company are transferred, the name (title) of the transferee shall be listed in the shareholders’ register as the holder of the said shares.

– IV-8 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment

Article 46 If any shareholder in the register of members or any person requesting to have his/ her name (title) recorded in the register of members loses his/her share certificates (the ‘‘Original Share Certificates’’), the said shareholder or person may apply to the Company to issue replacement certificates in respect of the said shares (the ‘‘Relevant Shares’’).

If a shareholder whose share certificate of domestic shares has been lost applies to the Company for a replacement new share certificate, it shall be dealt with in accordance with the relevant provisions of the Company Law.

If a shareholder whose share certificate of overseas listed foreign shares has been lost applies to the Company for a replacement new share certificate, it may be dealt with in accordance with the laws, rules of the stock exchange or other relevant provisions of the place where the original register of holders of overseas listed foreign shares is maintained.

~~The issue of a replacement new share certificate to a holder of overseas listed foreign shares of a company listed in Hong Kong,~~ who has lost his/her shares certificate and applied for the replacement, shall comply with the following requirements:...

Article 50 (4) reports (breakdown by domestic shares and foreign shares (and, if applicable, H Shares)) of the aggregate par value, number of shares, highest and lowest prices paid by the Company in respect of each class of shares bought back by the Company since the end of the last ~~financial~~ year and all the expenses paid by the Company therefor;

1. Counterfoils of corporate bonds

After amendment

Article 48 If any shareholder in the register of members or any person requesting to have his/her name (title) recorded in the register of members loses his/her share certificates (the ‘‘Original Share Certificates’’), the said shareholder or person may apply to the Company to issue replacement certificates in respect of the said shares (the ‘‘Relevant Shares’’).

If a shareholder whose share certificate of domestic shares has been lost applies to the Company for a replacement new share certificate, it shall be dealt with in accordance with the relevant provisions of the Company Law, etc.

If a shareholder whose share certificate of overseas listed foreign shares has been lost applies to the Company for a replacement new share certificate, it may be dealt with in accordance with the laws, rules of the stock exchange or other relevant provisions of the place where the original register of holders of overseas listed foreign shares is maintained.

If an H Shareholder has lost his/her shares certificate and applied for the replacement, he/ she shall comply with the following requirements:...

Article 52 (4) reports (breakdown by domestic shares and foreign shares (and, if applicable, H Shares)) of the aggregate par value, number of shares, highest and lowest prices paid by the Company in respect of each class of shares bought back by the Company since the end of the last accounting year and all the expenses paid by the Company therefor;...

1. to inspect the resolutions of the board of directors, the resolutions of the supervisory committee, the financial and accounting reports and the corporate bond counterfoils

– IV-9 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment

Documents of item 2 (1), (3), (4), (5), (6), (7) and (8) mentioned above shall be made available by the Company, according to the requirements of the Hong Kong Listing Rules, at the Company’s address in Hong Kong, for the public and the H shareholders to inspect free of charge (provided that ~~minutes of general meetings~~ are available for inspection by the shareholders only). Where the shareholders require to consult the relevant information set out in the above paragraph or request such information, they shall provide written documents evidencing the category and number of shares they hold in the Company, and the Company shall provide after such shareholders are verified.

Article 56 Neither the controlling shareholder nor the actual controller of the Company may prejudice the interests of the Company by taking advantage of his ~~connected relationship.~~ Anyone who causes any loss to the Company as a result of violating the provisions shall be liable for the compensation.

The controlling shareholder and the actual controller of the Company owe a fiduciary duty to the Company and its other shareholders. The controlling shareholder shall strictly exercise the rights as a subscriber, and shall not impair the legitimate rights and interests of the Company and its other shareholders in the ways of profit distribution, asset reorganization, external investments, capital use and loans and guarantees and ~~connected transactions~~ and shall not impair the interests of the Company and its other shareholders by using its controlling status in the Company.

After amendment

Documents of item 2 (1), (3), (4), (5), (6), (7) and (8) mentioned above shall be made available by the Company, according to the requirements of the Hong Kong Listing Rules, at the Company’s address in Hong Kong, for the public and the H shareholders to inspect free of charge (provided that the foregoing item 2(5) is available for inspection by the shareholders only). Where the shareholders require to consult the relevant information set out in the above paragraph or request such information, they shall provide written documents evidencing the category and number of shares they hold in the Company, and the Company shall provide after such shareholders are verified.

Article 58 Neither the controlling shareholder nor the actual controller of the Company may prejudice the interests of the Company by taking advantage of his/her relation/connection. Anyone who causes any loss to the Company as a result of violating the provisions shall be liable for the compensation.

The controlling shareholder and the actual controller of the Company owe a fiduciary duty to the Company and its other shareholders. The controlling shareholder shall strictly exercise the rights as a subscriber, and shall not impair the legitimate rights and interests of the Company and its other shareholders in the ways of profit distribution, asset reorganization, external investments, capital use and loans and guarantees and related party/connected transactions and shall not impair the interests of the Company and its other shareholders by using its controlling status in the Company.

– IV-10 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment

Article 59 The general meeting is the organ of the authority of the Company, which exercises its functions and powers in accordance with laws:

After amendment

Article 61 The general meeting is the organ of the authority of the Company, which exercises its functions and powers in accordance with laws:

Before amendment

After amendment

Article 59 The general meeting is the organ of the authority of the Company, which exercises its functions and powers in accordance with laws: (1) to decide on operational policies and investment plans of the Company; (2) to elect and replace the directors and s u p e r v i s o r s w h o a r e s h a r e h o l d e r representatives, and to decide on matters relevant to the remuneration of directors and supervisors; (3) to consider and approve reports of the board; (4) to consider and approve reports of the supervisory committee; (5) to consider and approve annual financial budget plans and final accounting plans of the Company; (6) to consider and approve the profit distribution plan and loss recovery plan of the Company; (7) to determine the increase or decrease of the registered capital of the Company; (8) to determine the issuance of corporate bonds or other securities by the Company and listing plan; (9) to determine matters such as the merger, division, dissolution, liquidation or change; (10) to amend the Articles of Association; (11) to determine the appointment of, removal of and non-reappointment of an auditor by the Company;

Article 61 The general meeting is the organ of the authority of the Company, which exercises its functions and powers in accordance with laws: (1) to decide on operational policies and investment plans of the Company; (2) to elect and replace the directors who are non-employee representatives and s u p e r v i s o r s w h o a r e s h a r e h o l d e r representatives, and to decide on matters relevant to the remuneration of directors and supervisors; (3) to consider and approve reports of the board; (4) to consider and approve reports of the supervisory committee; (5) to consider and approve annual financial budget plans and final accounting plans of the Company; (6) to consider and approve the profit distribution plan and loss recovery plan of the Company; (7) to determine the increase or decrease of the registered capital of the Company; (8) to determine the issuance of corporate bonds or other securities by the Company and listing plan; (9) to determine matters such as the merger, division, dissolution, liquidation or change; (10) to amend the Articles of Association and rules of procedures for General Meeting, Board Meeting and the Supervisory Committee; (11) to determine the appointment of, removal of and non-reappointment of an auditor by the Company;

– IV-11 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment

• (12) to consider and approve the provision of guarantees to third parties that shall be approved at a general meeting required by the Articles of Association;

• (13) to consider matters relating to the purchases and disposals of material assets, which are more than 30% of the latest audited total assets of the Company, within one year;

• (14) to consider and approve the connected transactions that shall be considered and approved at a general meeting required by laws, administrative regulations, the regulatory rules of the place where the shares of the Company are listed and the Articles of Association;

• (15) to consider the formulation, amendment and implementation of share incentive plans;

• (16) to consider and approve the proposal raised by shareholders who, individually or in the aggregate, hold 3% or more of the total number of voting shares of the Company;

• (17) to review other matters which, in accordance with laws, administrative regulations, departmental rules, the regulatory rules of the places where the shares of the Company are listed, or the provisions of the Articles of Association, shall be approved at a general meeting.

The general meeting can authorize or entrust the board to handle the matters authorized or entrusted thereby, provided that the laws and regulations, and the mandatory laws and regulations of the place where the shares of the Company are listed are not violated.

After amendment

• (12) to consider and approve the provision of guarantees to third parties that shall be approved at a general meeting required by the Articles of Association;

• (13) to consider matters relating to the purchases and disposals of material assets, which are more than 30% of the latest audited total assets of the Company, within one year;

• (14) to consider and approve the significant transactions and related party/connected transactions that shall be considered and approved at a general meeting required by laws, administrative regulations, the regulatory rules of the place where the shares of the Company are listed and the Articles of Association;

• (15) to consider and approve any change in the use of raised proceeds;

• (16) to consider the formulation, amendment and implementation of share incentive plans;

• (16) to consider and approve the proposal raised by shareholders who, individually or in the aggregate, hold 3% or more of the total number of voting shares of the Company;

• (17) to review other matters which, in accordance with laws, administrative regulations, departmental rules, the regulatory rules of the places where the shares of the Company are listed, or the provisions of the Articles of Association, shall be approved at a general meeting.

The general meeting can authorize or entrust the board to handle the matters authorized or entrusted thereby, provided that the laws and regulations, and the mandatory laws and regulations of the place where the shares of the Company are listed are not violated.

– IV-12 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment

Article 61 ... (5) guarantee to be provided to shareholders, actual controllers and their ~~connected parties~~ ; ... The above guarantees to third parties that shall be approved at a general meeting shall be considered and approved by the board before submission to the general meeting for approval. When the guarantee specified in item (4) above is considered at the general meeting, it shall be approved by more than twothirds of voting rights held by the shareholders attending the general meeting.

The board is entitled to consider and approve the guarantees to third parties other than the above guarantees that shall be approved at a general meeting.

When considering the resolution of providing guarantee to shareholders, actual controllers and their ~~connected parties~~ at the general meeting, such shareholders or shareholders controlled by such actual controller shall not vote on such resolution.

After amendment

Article 63 ... (5) guarantee to be provided to shareholders, actual controllers and their related/ connected parties;... The above guarantees to third parties that shall be approved at a general meeting shall be considered and approved by the board before submission to the general meeting for approval. Guarantee related affairs within the scope of approval power of the board shall be subject to the approval of more than half of all the directors and more than two thirds of the attending directors. When the guarantee specified in item (4) above is considered at the general meeting, it shall be approved by more than two-thirds of voting rights held by the shareholders attending the general meeting.

Where the Company provides a guarantee for its wholly-owned subsidiary, or for a holding subsidiary and other shareholders of the holding subsidiary provide a guarantee in the same proportion of their rights and interests, without prejudice to the interests of the company, application of the provisions of the forgoing items (1), (2) and (3) may be exempted, unless otherwise provided in the Articles of Association. The Company shall summarize and disclose the aforesaid guarantees in its annual report and semi annual report, and the board is entitled to consider and approve the guarantees to third parties other than the above guarantees that shall be approved at a general meeting.

If the Company provides guarantee for related/connected parties, it shall have reasonable business logic, disclose it in time after the board’s deliberation and approval, and submit it to the general meeting for deliberation. If the Company provides guarantees for its controlling shareholders, actual controllers and their related/connected parties, the controlling shareholders, actual controllers and their related/connected parties shall provide counter-guarantees.

– IV-13 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment

After amendment

When considering the resolution of providing guarantee to shareholders, actual controllers and their related/connected parties at the general meeting, such shareholders or shareholders controlled by such actual controller shall not vote on such resolution; voting shall be approved by more than half of the voting rights held by other shareholders present at the general meeting of shareholders.

New provisions Article 64 Significant transactions (other than guarantees for any third party) that meet one of the following criteria shall be submitted to the general meeting for consideration:

(1)	that the total assets involved in the
	transaction account for more than 50%
	of the Company’s total assets audited in
	the latest period, and if the total assets
	involved in the transaction have both
	book value and assessed value, the higher
	one shall be taken as the calculation
	data;
(2)	that the transaction amount accounts for
	more than 50% of the Company’s market
	value;
(3)	that the net assets of the transaction
	object (such as equity) in the latest
	accounting year account for more than
	50% of the Company’s market value;
(4)	that the operating income of the
	transaction object (such as equity) in the
	latest accounting year accounts for more
	than 50% of the audited operating
	income of the Company in the latest
	accounting year, and exceeds RMB 50
	million;
(5)	that the profits from the transaction
	account for more than 50% of the
	audited net profits of the Company in
	the latest accounting year, and exceeds
	RMB 5 million;

– IV-14 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment	Before amendment	After amendment	After amendment
	Before amendment		After amendment
		(6) that the net profits of the transaction object (such as equity) in the latest accounting year account for more than 50% of the audited net profits of the Company in the latest accounting year, and exceeds RMB 5 million. The net profit indicator in the above standards	that the net profits of the transaction
			object (such as equity) in the latest
			accounting year account for more than
			50% of the audited net profits of the
			Company in the latest accounting year,
		can be exempted before the Company makes
		profits. The foregoing transaction amount refers to the
		amount paid for the transaction, the liabilities
		and expenses assumed, etc. If the transaction
		arrangement involves possible future payment
		or receipt of consideration, and neither
		specific amount is involved nor the amount
		has been determined according to the set
		conditions, the expected maximum amount is
		the transaction amount. The foregoing market value stipulated refers
		to the arithmetic mean of the closing market
		value for the 10 trading days prior to the
		transaction. If the Company implements the instalment
		transactions, the foregoing rules shall be
		applied on the basis of the total amount of the
		transaction. The Company shall disclose the
		actual occurrence of the instalment
		transactions in a timely manner. As for the transaction in which the company
		receives benefits unilaterally, including
		donated cash assets, debt relief, guarantees
		and subsidies, etc., the Company is exempt
		from the shareholders general meeting
		procedure in accordance with this article. For the avoidance of doubt, the significant
		transactions under this Article 64 are subject
		to the requirements of the Hong Kong Listing
		Rules, including but not limited to Chapters
		14 and 14A of the Hong Kong Listing Rules.

– IV-15 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment	Before amendment	After amendment	After amendment	After amendment
	Before amendment	After amendment
	Article 64 The venue of a general meeting of the Company shall be the place where the Company is located or the place specified in the notice of the general meeting. The general meeting shall have a venue for convening the meeting, and the venue of the meeting shall be clear and specific.	Article 67 The venue of a general meeting of the Company shall be the place where the Company is located or the place specified in the notice of the general meeting. The general meeting shall have a venue for convening the meeting, and the venue of the meeting shall be clear and specific. The Company may also provide online voting means for the convenience of shareholders’ attendance. Shareholders attending the meeting by the aforesaid means shall be deemed as present.
New provisions	New provisions	Article 68 When the Company holds a general meeting, it shall engage a lawyer to issue legal opinions on the following issues and make an announcement: (1) Whether the convening and holding procedures of the meeting comply with laws, administrative regulations and the Articles of Association; (2) Whether the qualifications of the attendees at the AGM were lawful and valid; (3) Whether the voting procedures and the poll results of the AGM are lawful and valid; (4) Legal opinions on other relevant issues as required by the Company.
			procedures of the meeting comply with
			laws, administrative regulations and the
			Articles of Association; Whether the qualifications of the
			attendees at the AGM were lawful and
			valid; Whether the voting procedures and the
			poll results of the AGM are lawful and
			valid; Legal opinions on other relevant issues as
			required by the Company.
Article 69 Where the supervisory committee or shareholders decide to convene a general meeting on its/their own, it/they shall send a written notice to the board. Prior to the announcement of the resolution(s) of a general meeting, the shareholdings of the shareholders convening the general meeting shall not be less than 10%.		Article 73 Where the supervisory committee or shareholders decide to convene a general meeting on its/their own, it/they shall send a written notice to the board; also it shall file it with the local dispatched office of CSRC and stock exchange. Prior to the announcement of the resolution(s) of a general meeting, the shareholdings of the shareholders convening the general meeting shall not be less than 10%.

Article 69 Where the supervisory committee or shareholders decide to convene a general meeting on its/their own, it/they shall send a written notice to the board.

Prior to the announcement of the resolution(s) of a general meeting, the shareholdings of the shareholders convening the general meeting shall not be less than 10%.

Article 73 Where the supervisory committee or shareholders decide to convene a general meeting on its/their own, it/they shall send a written notice to the board; also it shall file it with the local dispatched office of CSRC and stock exchange.

Prior to the announcement of the resolution(s) of a general meeting, the shareholdings of the shareholders convening the general meeting shall not be less than 10%.

– IV-16 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment

Article 75... The notice and supplementary notice of a general meeting shall adequately and completely disclose the specific contents of all proposals. Where the opinions of the independent directors are required on the issues to be discussed, such opinions and reasons thereof shall be disclosed when the notice or supplementary notice of the general meeting is served.

After amendment

Article 79... The notice and supplementary notice of a general meeting shall adequately and completely disclose the specific contents of all proposals. Where the opinions of the independent directors are required on the issues to be discussed, such opinions and reasons thereof shall be disclosed when the notice or supplementary notice of the general meeting is served.

Where other voting means is used at a general meeting, the notice shall specify the voting time and voting matters of other means. If internet or other means is adopted for the general meeting, the Company shall specify clearly in the notice of the general meeting the time and procedures of voting through internet or other means. No voting at the General Meeting through network or otherwise shall commence earlier than 3:00 pm on the day preceding the date of an on-site General Meeting, and later than 9:30 am on the date of the on-site General Meeting, or end earlier than 3:00 pm on the date of conclusion of the on-site General Meeting.

There shall be no more than 7 business days between the date of record and the date of the general meeting. The equity registration date shall not be changed once confirmed.

– IV-17 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment

Article 76 If the election of directors or supervisors is proposed to be discussed at a general meeting, the notice of the meeting shall adequately specify the detailed information on the director or supervisor candidates, which shall at least include:

• (1) personal particulars, including academic qualifications, working experience and concurrent positions;

• (2) whether or not such candidate has any ~~connected~~ relationship with the Company, its controlling shareholders and actual controller;

• (3) the number of shares of the Company held by such candidate.

Each candidate of director or supervisor shall be proposed in a separate proposal.

After amendment

Article 80 If the election of directors or supervisors is proposed to be discussed at a general meeting, the notice of the meeting shall adequately specify the detailed information on the director or supervisor candidates, which shall at least include:

• (1) Personal particulars, including academic qualifications, working experience and concurrent positions;

• (2) whether or not such candidate has any relation/connection with the Company, its controlling shareholders and actual controller;

• (3) the number of shares of the Company held by such candidate.

• (4) whether or not such candidates have ever been penalized by the CSRC and other relevant authorities or disciplined by a stock exchange.

Each candidate of director or supervisor shall be proposed in a separate proposal.

Article 77 Unless otherwise stipulated by the laws, regulations and these Articles of Association, the notice of a general meeting shall be delivered by hand or prepaid mail to addresses shown in the register of members to be received by shareholders (whether they are entitled to vote at the general meeting or not). For the shareholders of domestic shares, announcement of the meeting may be issued by way of public announcement.

The announcement referred to in the preceding paragraph shall be ~~published in one or more newspapers~~ designated by the securities regulatory authorities under the State Council; Once announced, it shall be deemed that all shareholders of domestic shares have received the notice of relevant general meeting.

Article 81 Unless otherwise stipulated by the laws, regulations and these Articles of Association, the notice of a general meeting shall be delivered by hand or prepaid mail to addresses shown in the register of members to be received by shareholders (whether they are entitled to vote at the general meeting or not). For the shareholders of domestic shares, announcement of the meeting may also be issued by way of public announcement.

The announcement referred to in the preceding paragraph shall be published on the website designated by the securities regulatory authorities under the State Council. Once announced, it is deemed that all domestic shareholders have received the notice of the general meeting.

– IV-18 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment

Article 84 The power of attorney issued by the shareholder authorizing his or her proxy to attend the general meeting should contain the following:

After amendment

Article 88 The power of attorney issued by the shareholder authorizing his or her proxy to attend the general meeting should contain the following:

• (1) the name of and number of shares represented by the proxy;

• (2) whether or not the proxy has any voting right;

• (1) the name of and number of shares represented by the proxy;

• (2) whether or not the proxy has any voting right;

Before amendment	Before amendment	After amendment
Article 84 The power of attorney issued by the shareholder authorizing his or her proxy to attend the general meeting should contain the following: (1) the name of and number of shares represented by the proxy; (2) whether or not the proxy has any voting right; (3) instruction to vote for or against or abstain from voting on each and every issue included in the agenda of the general meeting; (4) the date of issue and validity period of the power of attorney; (5) the signature (or seal) of the principal. If the principal is a corporate shareholder, the corporate seal shall be affixed.		Article 88 The power of attorney issued by the shareholder authorizing his or her proxy to attend the general meeting should contain the following: (1) the name of and number of shares represented by the proxy; (2) whether or not the proxy has any voting right; (3) instruction to vote for or against or abstain from voting on each and every issue included in the agenda of the general meeting; (4) the date of issue and validity period of the power of attorney; (5) the signature (or seal) of the principal. If the principal is a corporate shareholder, the corporate seal shall be affixed.
	(3) instruction to vote for or against or abstain from voting on each and every issue included in the agenda of the general meeting; (4) the date of issue and validity period of the power of attorney; (5) the signature (or seal) of the principal. If the principal is a corporate shareholder, the corporate seal shall be affixed.	(3) instruction to vote for or against or abstain from voting on each and every issue included in the agenda of the general meeting; (4) the date of issue and validity period of the power of attorney; (5) the signature (or seal) of the principal. If the principal is a corporate shareholder, the corporate seal shall be affixed.
Article 100 The following matters shall be approved by ordinary resolution at a general meeting: (1) work reports of the board and the supervisory committee; (2) profit distribution plan and loss recovery plan formulated by the board; (3) removal of members of the board and the supervisory committee, their remuneration and method of payment; (4) annual financial budgets and statements of final accounts, balance sheet, income statement and other financial statements of the Company; (5) annual report of the Company;	Article 100 The following matters shall be approved by ordinary resolution at a general meeting: (1) work reports of the board and the supervisory committee; (2) profit distribution plan and loss recovery plan formulated by the board; (3) removal of members of the board and the supervisory committee, their remuneration and method of payment; (4) annual financial budgets and statements of final accounts, balance sheet, income statement and other financial statements of the Company; (5) annual report of the Company;	Article 104 The following matters shall be approved by ordinary resolution at a general meeting: (1) work reports of the board and the supervisory committee; (2) profit distribution plan and loss recovery plan formulated by the board; (3) removal of members of the board and the supervisory committee (except supervisors who are employee representative), their remuneration and method of payment; (4) annual financial budgets and statements of final accounts, balance sheet, income statement and other financial statements of the Company; (5) annual report of the Company;

– IV-19 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment

• (6) any matters not otherwise required by the laws, administrative regulations, regulatory rules of the place where the shares of the Company are listed or the Articles of Association to be passed by special resolution.

Article 102 A shareholder (including his/her proxy) shall exercise his/her voting rights based on the number of shares held. Each share shall have one vote.

No voting rights shall attach to the shares held by the Company, and such shares shall not be counted among the total number of shares with voting rights present at a general meeting.

If the laws, administrative regulations, regulatory rules of the place where the shares of the Company are listed stipulate that any shareholder shall waive his/her voting right on a certain resolution or limit any shareholder to cast an affirmative or negative vote on a certain matter, and in case of any violation of such relevant stipulation or limitations, votes casted by such shareholders or proxies thereof shall not be adopted.

After amendment

• (6) any matters not otherwise required by the laws, administrative regulations, regulatory rules of the place where the shares of the Company are listed or the Articles of Association to be passed by special resolution.

Article 106 A shareholder (including his/her proxy) shall exercise his/her voting rights based on the number of shares held. Each share shall have one vote.

No voting rights shall attach to the shares held by the Company, and such shares shall not be counted among the total number of shares with voting rights present at a general meeting.

Votes for medium and small investors shall be separately counted when any material matter affecting their interests is considered at the general meeting. The separate vote results shall be disclosed in a timely manner.

The board, independent directors and eligible shareholders are entitled to solicit proxy from shareholders publicly. The shareholder, whose votes are being collected, must be fully informed as to, inter alia, the voting preference. The paid or disguised paid solicitation of shareholders’ voting rights shall be forbidden. The Company shall not set minimum shareholding percentage limit for collection of voting rights.

If the laws, administrative regulations, regulatory rules of the place where the shares of the Company are listed stipulate that any shareholder shall waive his/her voting right on a certain resolution or limit any shareholder to cast an affirmative or negative vote on a certain matter, and in case of any violation of such relevant stipulation or limitations, votes casted by such shareholders or proxies thereof shall not be adopted.

– IV-20 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment

Article 103 Where matters relating to connected transactions ~~(as defined under the Hong Kong Listing Rules)~~ are deliberated at the general meeting, the connected shareholders and their associates ~~(as defined under the Hong Kong Listing Rules)~~ shall not participate in the voting, and the shares carrying the voting rights they represent shall not be counted in the total number of valid votes. The announcement of resolutions of the general meeting should fully disclose the voting status of the non-connected persons.

Before the general meeting considers matters relating to connected transactions, the Company shall determine the scope of connected shareholders in accordance with relevant laws, regulations and regulatory documents. Connected persons or their authorized representatives may attend the general meeting, and may clarify their views to the shareholders in accordance with the procedures of the meeting, but they shall abstain from voting in a poll.

Where the general meeting considers matters relating to connected transactions, connected shareholders shall abstain from voting. If connected shareholders fail to abstain from voting, other shareholders attending the meeting shall have the right to request them to abstain from voting. After connected persons have abstained from voting, other shareholders shall vote according to their voting rights and pass the corresponding resolutions in accordance with the provisions of the Articles of Association. The presider of the meeting shall announce the number of shareholders and proxies except connected persons present at the general meeting and the total number of their voting shares.

After amendment

Article 107 When a general meeting reviews related party/connected transactions, the related/ connected shareholders and their contacts shall avoid voting in accordance with the regulatory rules of the place where the Company’s shares are listed, and the number of shares with voting rights represented by them shall not be counted in the total number of valid votes; the voting result announcement of the shareholders’ general meeting shall fully disclose the voting by nonrelated parties/non-connected persons.

Before the general meeting considers matters relating to related party/connected transactions, the Company shall determine the scope of related/connected shareholders in accordance with relevant laws, regulations and regulatory documents. Related party/connected persons or their authorized representatives may attend the general meeting, and may clarify their views to the shareholders in accordance with the procedures of the meeting, but they shall abstain from voting in a poll.

Where the general meeting considers matters relating to related party/connected transactions, related/connected shareholders shall abstain from voting. If related/connected shareholders fail to abstain from voting, other shareholders attending the meeting shall have the right to request them to abstain from voting. After related parties/ connected persons have abstained from voting, other shareholders shall vote according to their voting rights and pass the corresponding resolutions in accordance with the provisions of the Articles of Association. The presider of the meeting shall announce the number of shareholders and proxies except related parties/ connected persons present at the general meeting and the total number of their voting shares.

– IV-21 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment

In order to be valid, the resolutions made at the general meeting on matters relating to connected transactions shall be passed by more than half of the votes cast by the non-connected shareholders attending the general meeting. However, when the connected transaction involves matters that need to be passed by special resolution as stipulated in the Articles of Association, the resolution of the general meeting, in order to become valid, has to be passed by more than 2/3 of the voting rights held by the non-connected parties attending the general meeting.

If a connected party or its contact person violates the provisions of this article and participates in voting, the voting on the relevant connected transaction shall be invalid.

Article 104 The Company shall facilitate the participation of shareholders in the general meeting through various means and ways, provided that the shareholders’ general meeting is lawful and effective.

After amendment

In order to be valid, the resolutions made at the general meeting on matters relating to related party/connected transactions shall be passed by more than half of the votes cast by the nonrelated/connected shareholders attending the general meeting. However, when the related party/connected transaction involves matters that need to be passed by special resolution as stipulated in the Articles of Association, the resolution of the general meeting, in order to become valid, has to be passed by more than 2/3 of the voting rights held by parties attending the general meeting who are not related parties/ connected persons.

If a related party/connected party or its contact person violates the provisions of this article and participates in voting, the voting on the relevant related party/connected transaction shall be invalid.

Article 109 The list of candidates for directors and supervisors shall be submitted to the general meeting for voting in the form of proposal. The board of directors shall announce the resumes and basic information of the candidate directors and supervisors to the shareholders.

The list of candidates for directors and supervisors shall be submitted to the general meeting for voting in the form of proposal.

– IV-22 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment	Before amendment	After amendment	After amendment
	Before amendment	After amendment
New provisions	New provisions	Article 110 If the controlling shareholder of
		the Company holds more than 30% of the
		total voting shares of the Company, the
		cumulative voting system shall be adopted
		when the general meeting votes on the election
		of two or more directors and supervisors who
		are not employee representatives. Cumulative voting system means at the
		general meeting where director(s) or
		supervisor(s) is/are elected, each share shall
		have the same number of voting rights as the
		number of director(s) or supervisor(s) to be
		elected, and shareholders may consolidate
		t h e i r vo t e s . T h e d e t ai l e d ru l e s f or
		implementation of the cumulative voting
		system are as follows: (1) N o n - i n d e p e n d e n t d i r e c t o r s a n d independent directors are elected by the cumulative voting system respectively, and the total number of voting rights for the election of non-independent directors can only elect non-independent directors and the total number of voting rights for the election of independent directors can only elect independent directors. (2) A shareholder may cast all the voting rights of his/her shares (meaning the product of the number of shares with voting rights and the number of directors or supervisors to be elected) jointly for one candidate director or supervisor, or may spread the voting rights among s e v e r a l c a n d i d a t e d i r e c t o r s o r supervisors. (3) The number of votes cast by shareholders for directors and supervisors shall not exceed the maximum number of voting rights they have for directors and supervisors.
		(1) (2) (3)
			independent directors are elected by the
			cumulative voting system respectively,
			and the total number of voting rights for
			the election of non-independent directors
			can only elect non-independent directors
			and the total number of voting rights for
			the election of independent directors can
			only elect independent directors. A shareholder may cast all the voting
			rights of his/her shares (meaning the
			product of the number of shares with
			voting rights and the number of directors
			or supervisors to be elected) jointly for
			one candidate director or supervisor, or
			may spread the voting rights among
			s e v e r a l c a n d i d a t e d i r e c t o r s o r
			supervisors. The number of votes cast by shareholders
			for directors and supervisors shall not
			exceed the maximum number of voting
			rights they have for directors and
			supervisors.

– IV-23 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment

Article 105 The general meeting will vote on all motions one by one, and for the different motions on the same matter, voting will be proceeded according to the order of the times these motions are put forward. No proposal shall be shelved or unresolved at the General Meeting, unless the General Meeting is terminated or is unable to make resolutions due to force majeure or other special causes.

After amendment (4) In the case of equal-weighted election, a candidate for director or supervisor shall be elected as a director or supervisor if the number of shares entitled to vote exceeds 1/2 of the total number of shares represented at the general meeting with voting rights ( whichev er is not accumulated). (5) In the case of a competitive election, if the number of candidates for directors or supervisors with more than 1/2 of the total number of voting shares represented at the general meeting exceeds the number of directors or supervisors to be elected, the candidate with more votes shall be elected as a director or supervisor in the order of the number of votes received; provided that if two or more candidates with fewer votes have the same number of votes and the election of the candidate will result in the number of directors or supervisors to be elected exceeding the number of directors or supervisors to be elected, the candidate shall be deemed not to have been elected. (6) If the number of elected directors or supervisors is less than the number of candidates to be elected, a second round election shall be held for the non-elected directors or supervisors. If the second round election fails to meet the above requirements, a by election shall be held at the next general meeting of the company.

Article 111 Except for the cumulative voting system, the general meeting shall vote on all motions one by one, and for the different motions on the same matter, voting shall be proceeded according to the order in which these motions are put forward. No proposal shall be shelved or unresolved at the General Meeting, unless the General Meeting is terminated or is unable to make resolutions due to force majeure or other special causes.

– IV-24 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment

Article 111 A shareholder attending a general meeting shall express one of the following opinions on any proposal to be voted on: agreement, disagreement or abstaining...

Article 112...Resolutions of the general meeting shall be announced in due time according to the relevant laws, regulations, departmental rules, regulatory documents, regulatory rules of the place where the shares of the Company are listed or the Articles of Association. The announcement of resolutions shall specify the number of attending shareholders and their proxies, the total number of voting shares they represent and the proportion of these shares to the total number of the voting shares of the Company, the total number of shares required to abstain from voting in the concurring votes and/or voting as requested by the regulatory rules of the place where the shares of the Company are listed (as specific to certain proposals, if any), whether the shareholder who is required to abstain from voting has given up the voting right, the voting method, the voting result of each resolution and the details of each of the resolutions passed.

Article 116 Rights conferred on any class of shareholders in the capacity of shareholders may not be varied or abrogated unless approved by a special resolution of general meeting and by holders of shares of that class at a separate meeting conducted in accordance with ~~Articles 119 to 123~~ stipulated in the Articles of Association.

After amendment

Article 117 A shareholder attending a general meeting shall express one of the following opinions on any proposal to be voted on: agreement, disagreement or abstaining. The s e c u r i t i e s r e g i s t r a t i o n a n d c l e a r i n g organization shall be the nominal holder of shares under the Mainland China and Hong Kong Stock Connect scheme, except where declaration is made in accordance with the actual holder’s intent.

Article 119...Resolutions of the general meeting shall be announced in due time according to the relevant laws, regulations, departmental rules, regulatory documents, regulatory rules of the place where the shares of the Company are listed or the Articles of Association. The announcement of resolutions shall specify the number of attending shareholders and their proxies, the total number of voting shares they represent and the proportion of these shares to the total number of the voting shares of the Company, the total number of shares required to abstain from voting in the concurring votes and/or voting as requested by the regulatory rules of the place where the shares of the Company are listed (as specific to certain proposals, if any), whether the shareholder who is required to abstain from voting has given up the voting right, the voting method, the voting result of each resolution and the details of each of the resolutions passed. Proposals not adopted or resolutions of the former general meeting changed in this general meeting shall be specially pointed out in the announcement of resolution of the general meeting.

Article 123 Rights conferred on any class of shareholders in the capacity of shareholders may not be varied or abrogated unless approved by a special resolution of general meeting and by holders of shares of that class at a separate meeting conducted in accordance with Articles 126 to 129 stipulated in the Articles of Association.

– IV-25 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment

Article 120 When the Company is to hold a class meeting, it shall inform all the registered shareholders of that class of the matters to be considered at the meeting as well as the date and venue of the meeting as required in ~~Article 74~~ under the Articles of Association.

Unless otherwise provided in the Articles of Association, the announcement of a general meeting shall be served on the shareholders (whether or not entitled to vote at the general meeting), by delivery by hand or prepaid mail to their addresses as shown in the register of members. For the shareholders of domestic shares, announcement of the meeting may also be issued by way of public announcement.

The announcement referred to in the preceding paragraph shall be ~~published in one or more newspapers~~ designated by the securities regulatory authorities under the State Council between 20 to 25 business days before the date of the meeting. Once announced, it is deemed that all domestic shareholders have received the notice of relevant general meeting... Article 124... (9) not to use their ~~connected~~ relationship to harm the interests of the Company;...

Article 131 The Company shall appoint independent directors ( ~~equivalent to~~ independent non-executive directors under Hong Kong Listing Rules). Unless otherwise specified herein, the provisions on qualification and obligations for directors set out in the Articles of Association shall apply to independent directors.

After amendment

Article 127 When the Company is to hold a class meeting, it shall inform all the registered shareholders of that class of the matters to be considered at the meeting as well as the date and venue of the meeting as required in Article 78 under the Articles of Association.

Unless otherwise provided in the Articles of Association, the announcement of a general meeting shall be served on the shareholders (whether or not entitled to vote at the general meeting), by delivery by hand or prepaid mail to their addresses as shown in the register of members. For the shareholders of domestic shares, announcement of the meeting may also be issued by way of public announcement.

The announcement referred to in the preceding paragraph shall be published on the website designated by the securities regulatory authorities under the State Council between 20 to 25 business days before the date of the meeting. Once announced, it is deemed that all domestic shareholders have received the notice of relevant general meeting...

Article 131... (9) not to use their relation/ connection to harm the interests of the Company;...

Article 138 The Company shall appoint independent directors (which are independent non-executive directors under Hong Kong Listing Rules). Unless otherwise specified herein, the provisions on qualification and obligations for directors set out in the Articles of Association shall apply to independent directors.

– IV-26 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment

Article 135... (8) to determine, within the authority granted by the general meeting, such matters as external investment, acquisition and disposal of assets, asset mortgage, external guarantee, consigned financial management, ~~connected transactions,~~ external financing, etc.;

(9) to make decision on matters in relation to investment, acquisition or disposal of assets, financing and ~~connected transactions~~ as required by the listing rules of the stock exchange where the shares of the Company are listed;...

Article 138 The board shall determine the authorization relating to external investment, purchase and disposal of assets, asset mortgage, external guarantee, consigned financial management and ~~connected transactions,~~ and shall establish strict examination and decision making procedure; and organize relevant experts and professionals to make assessments on material investment projects and report to the general meeting for approval. The Chairman of the Company shall be elected by a majority of all members of the board.

New provisions

After amendment

Article 142... (8) to determine, within the authority granted by the general meeting, such matters as external investment, acquisition and disposal of assets, asset mortgage, external guarantee, consigned financial management, related party/connected transactions, external financing, etc.;

(9) to approve the matters in relation to investment, acquisition or disposal of assets, financing and related party/connected transactions as required by the listing rules of the stock exchange where the shares of the Company are listed;...

Article 145 The board shall determine the authorization relating to external investment, purchase and disposal of assets, asset mortgage, external guarantee, consigned financial management and related party/connected transactions , and shall establish strict examination and decision making procedure; and organize relevant experts and professionals to make assessments on material investment projects and report to the general meeting for approval.

Article 146 The board of directors deliberates the purchase and sale of assets, foreign investment (except for the purchase of bank financial products), transfer or assignment of R&D projects, signing license agreements, leasing in or leasing out of assets, entrusting or entrusted for management of assets and business, donation or receiving donation of assets, creditor’s rights, debt restructuring, provision of financial assistance and other transactions, as well as, matters not within the scope of approval of the general meeting, which by referring to the transactions identified by the Shanghai Stock Exchange as, within twelve months in a row, involving single or cumulative transaction amount reaching one of the following standards:

– IV-27 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment	Before amendment	After amendment	After amendment
	Before amendment		After amendment
		(1) (2) (3) (4) (5) (6)	if the total assets involved in the
			transaction account for more than 10%
			of the Company’s total assets audited in
			the latest period, and if the total assets
			involved in the transaction have both
			book value and assessed value, the higher
			one shall be taken as the calculation
			data; that the transaction amount accounts for
			more than 10% of the Company’s market
			value; that the net assets of the transaction
			object (such as equity) in the latest
			accounting year account for more than
			10% of the Company’s market value; that the operating income of the
			transaction object (such as equity) in the
			latest accounting year accounts for more
			than 10% of the audited operating
			income of the Company in the latest
			accounting year, and exceeds RMB 10
			million; that the profits from the transaction
			account for more than 10% of the
			audited net profits of the Company in
			the latest accounting year, and exceed
			RMB 1 million; that the net profits from the transaction
			object (such as equity) in the latest
			accounting year account for more than
			10% of the audited net profits of the
			Company in the latest accounting year,
			and the absolute amount exceed RMB 1
			million;

– IV-28 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

• Before amendment After amendment If any data involved in calculation above (1) to (6) is negative, the absolute value shall apply. The net profit indicator in the above standards can be exempted before the Company makes profits. (7) guarantees to third parties that shall be approved at a general meeting as required by the Articles of Association;

• (8) Matters relating to related party/ connected transactions that should be considered by the board of directors in accordance with the SSE STAR Listing Rules and the Hong Kong Listing Rules;

The purchase or sale of assets described in this Article does not include the purchase of raw materials, fuel and power, and the sale of products or commodities, which are transactions related to daily operations.

Article 146 If any director has ~~connected relationship~~ with the enterprise involved in the resolution made at a board meeting, the said director shall not vote on the said resolution for himself or on behalf of another director. The relevant board meeting may proceed with the present of more than half of the directors without the said ~~connected relationship,~~ and the resolution of that board meeting shall be passed by over half of the directors without the said ~~connected relationship~~ . If the number of non- ~~connected~~ directors attending the meetings is less than 3, the issue shall be submitted to the general meeting for consideration.

Article 145 If any director has relation/ connection with the enterprise involved in the resolution made at a board meeting, the said director shall not vote on the said resolution for himself or on behalf of another director. The relevant board meeting may proceed with the present of more than half of the non-related/nonconnected directors, and the resolution of that board meeting shall be passed by over half of the non-related/non-connected directors. If the number of non-related/non-connected directors attending the meetings is less than 3, the issue shall be submitted to the general meeting for consideration.

– IV-29 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment

Article 151 The board of the Company has established the strategy committee, the audit committee, the nomination committee and the remuneration and appraisal committee, which are all comprised of directors. In particular, more than half of the members of the audit committee, the nomination committee, and the remuneration and appraisal committee shall be independent directors, the conveners of the audit committee and the remuneration and appraisal committee shall be held by an independent director and the ~~convener of the nomination committee shall be held by the chairman or an independent director~~ . All members of the audit committee shall be non-executive directors or independent directors, and at least one of whom shall be an independent director who possesses appropriate professional qualifications provided in the Hong Kong Listing Rules or possesses appropriate accounting or relevant financial management expertise. Chairman of each of the special committees shall be appointed and dismissed by the board.

Article 155 The Company shall have one general manager, one president, one chief medical officer, one chief financial officer and one secretary to the board, and the aforementioned personnel shall be appointed by the board.

Article 163 The president and vice president shall be nominated by the general manager, and shall be appointed or dismissed by the board. The president and vice president shall provide assistances to the work of the general manager. The functions and powers of the president and vice president shall be specified in the working rules of the general manager.

After amendment

Article 160 The board of the Company has established the strategy committee, the audit committee, the nomination committee and the remuneration and appraisal committee, which are all comprised of directors. In particular, more than half of the members of the audit committee, the nomination committee, and the remuneration and appraisal committee shall be independent directors, the conveners of the audit committee, the remuneration and appraisal committee and nomination committee shall be held by an independent director. All members of the audit committee shall be non-executive directors or independent directors, and at least one of whom shall be an independent director who possesses appropriate professional qualifications provided in the Hong Kong Listing Rules or possesses appropriate accounting or relevant financial management expertise, and the convenor shall be an accounting professional. Chairman of each of the special committees shall be appointed and dismissed by the board.

Article 155 The Company shall have one general manager, one president, one chief medical officer, one chief financial officer, one secretary to the board and the senior vice president (according to the actual needs), and the aforementioned personnel shall be appointed by the board.

Article 172 The president and senior vice president shall be nominated by the general manager, and shall be appointed or dismissed by the board. The president and senior vice president shall provide assistances to the work of the general manager. The functions and powers of the president and senior vice president shall be specified in the working rules of the general manager.

– IV-30 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment

Chapter 8 Qualifications and obligations of directors, supervisors, general manager ~~(president)~~ and other senior management of the Company

Article 189 The fiduciary duties of the directors, supervisors, general manager and other senior management of the Company do not necessarily cease with the termination of their terms of office. Other duties may continue for such period as fairly required depending on the time lapse between the act concerned and the termination and the circumstances and conditions under which the relationships between them and the Company are terminated.

A director, a supervisor, the General Manager or other senior management members of the Company may, by informed decision of the general meeting, be relieved from liability for a specific breach of his or her obligations, except in circumstances as specified in Article 56 of the Articles of Association.

Article 195 Any guarantee for a loan provided by the Company in breach of Paragraph 1 of ~~Article 195~~ of the Articles of Association shall be unenforceable against the Company, unless:

• (1) At the time the loan was made to an associate of any of the directors, supervisors, general manager and other officers of the Company or of the Company’s parent company, the lender was not aware the relevant circumstances;

• (2) The security provided by the Company has been lawfully disposed of by the lender to a bona fide purchaser.

After amendment

Chapter 8 Qualifications and obligations of directors, supervisors, general manager and other senior management of the Company

Article 198 The fiduciary duties of the directors, supervisors, general manager and other senior management of the Company do not necessarily cease with the termination of their terms of office. Other duties may continue for such period as fairly required depending on the time lapse between the act concerned and the termination and the circumstances and conditions under which the relationships between them and the Company are terminated.

A director, a supervisor, the General Manager or other senior management members of the Company may, by informed decision of the general meeting, be relieved from liability for a specific breach of his or her obligations, except in circumstances as specified in Article 58 of the Articles of Association.

Article 204 Any guarantee for a loan provided by the Company in breach of Paragraph 1 of Article 202 of the Articles of Association shall be unenforceable against the Company, unless:

• (1) At the time the loan was made to an associate of any of the directors, supervisors, general manager and other officers of the Company or of the Company’s parent company, the lender was not aware the relevant circumstances;

• (2) The security provided by the Company has been lawfully disposed of by the lender to a bona fide purchaser.

– IV-31 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment

Article 200 The contracts concerning the emoluments between the Company and its directors or supervisors should provide that in the event that the Company is acquired, the directors and supervisors shall, subject to the prior approval of the general meeting, have the right to receive compensation or other payment in respect of his loss of office or retirement. For the purpose of the preceding paragraph, an acquisition of the Company means either:

• (1) An offer made by any person to all the shareholders;

• (2) An offer made by any person with a view to the offeror becoming a ‘‘controlling shareholder’’. Controlling shareholder has the same definition as that in Article 57 of the Articles of Association.

If the relevant director or supervisor does not comply with this paragraph, any sum so received by him shall belong to those persons who have sold their shares as a result of such offer. The expenses incurred in distributing that sum pro rata amongst those persons shall be borne by the relevant director or supervisor and not paid out of that sum.

Article 206 The Company shall publish its financial reports ~~twice~~ every accounting year, that is, the interim financial report shall be published within sixty days after the first 6- month period of ~~each~~ accounting year and the annual financial report shall be published within 120 days after the expiration of each accounting year.

After amendment

Article 209 The contracts concerning the emoluments between the Company and its directors or supervisors should provide that in the event that the Company is acquired, the directors and supervisors shall, subject to the prior approval of the general meeting, have the right to receive compensation or other payment in respect of his loss of office or retirement. For the purpose of the preceding paragraph, an acquisition of the Company means either:

• (1) An offer made by any person to all the shareholders;

• (2) An offer made by any person with a view to the offeror becoming a ‘‘controlling shareholder’’. Controlling shareholder has the same definition as that in Article 59 of the Articles of Association.

If the relevant director or supervisor does not comply with this paragraph, any sum so received by him shall belong to those persons who have sold their shares as a result of such offer. The expenses incurred in distributing that sum pro rata amongst those persons shall be borne by the relevant director or supervisor and not paid out of that sum.

Article 215 The Company shall publish its financial reports four times every accounting year, that is, the interim financial report shall be published within sixty days after the first 6- month period of each accounting year and the annual financial report shall be published within 120 days after the expiration of each accounting year, while two quarterly reports should be disclosed, respectively within one month from the end of the first three months and within one month from the end of nine months of each accounting year. The first quarterly report must be disclosed no earlier than the previous year’s annual report.

– IV-32 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment	Before amendment	After amendment	After amendment	After amendment
	Before amendment	After amendment
	New provisions	Article 220 The Company attaches importance to reasonable investment returns to its shareholders and implements a continuous and stable profit distribution policy, taking into account the actual operating conditions of the Company as well as its long-term strategic development goals.
	New provisions	Article 221 The Company may distribute profits in the form of cash, shares or a combination of cash and shares. The Company shall give priority to the distribution of profits in cash whenever possible.
New provisions	New provisions	Article 222 The following conditions shall be met at the same time when the Company distributes cash dividends: (1) The distributable profit (i.e. after-tax net profit after the Company has made up for losses and withdrawn from the reserve fund) for the year is positive, and the Company has such a sufficient cash flow that distribution of cash dividends will not affect the Company’s subsequent sustainable development; (2) The audit institution has issued a standard audit report with unqualified opinion on the financial report for the financial year; (3) The capital requirements of the Company for normal production and operation can be met, without such occurrences as major investment plan or significant cash expenditure (except for fund raising projects).
			profit after the Company has made up
			for losses and withdrawn from the
			reserve fund) for the year is positive, and
			the Company has such a sufficient cash
			flow that distribution of cash dividends
			will not affect the Company’s subsequent
			sustainable development; The audit institution has issued a
			standard audit report with unqualified
			opinion on the financial report for the
			financial year; The capital requirements of the Company
			for normal production and operation can
			be met, without such occurrences as
			major investment plan or significant cash
			expenditure (except for fund raising
			projects).

– IV-33 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment	Before amendment	After amendment
	Before amendment	After amendment
New provisions	New provisions	Article 223 Where the foregoing conditions for
		cash dividends are met, the board of the
		Company shall take into consideration various
		factors, including its industry features,
		development stages, its own business model
		and profitability as well as whether the
		Company has any substantial capital
		expenditure arrangement, and differentiate
		the following circumstances and propose
		differentiated cash dividend policies in
		accordance with the procedures under the
		Articles of Association: (1) Where the Company is in a developed stage with no substantial capital expenditure arrangement, the dividend distributed in the form of cash shall not be less than 80% of the total current profit distribution when profits are distributed; (2) Where the Company is in a developed stage with substantial capital expenditure arrangement, the dividend distributed in the form of cash shall not be less than 40% of the total current profit distribution when profits are distributed; (3) Where the Company is in a developing stage with substantial capital expenditure arrangement, the dividend distributed in the form of cash shall not be less than 20% of the total profit distribution when profits are distributed. Where the Company’s stage of development is
		difficult to distinguish but there is substantial
		capital expenditure arrangement, the profit
		distribution may be dealt with pursuant to the
		previous rules.

– IV-34 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment	Before amendment	After amendment	After amendment	After amendment
	Before amendment	After amendment
		In principle the distributed profits in cash
		shall not be less than 10% of the realized
		distributable profits for the year, or, the
		distributed profits in cash accumulated in the
		latest three years shall not be less than 30% of
		the realized annual distributable profits in
		latest three years. In determining the specific amount of profit to
		be distributed in cash, the Company shall give
		full consideration to the impact of future
		operating and investment activities and pay
		due attention to the cost of social capital, bank
		credit and debt financing environment to
		ensure that the distribution plan is in the
		interests of all shareholders as a whole.
New provisions	New provisions	Article 224 The Company adopts the following
		decision-making procedures and mechanisms
		for profit distribution: (1) The profit distribution plan of the Company shall be prepared by the board of directors taking into account the actual operating conditions, future profitability, business development plan, cash flow situation, shareholders’ return, cost of social capital and external financing environment of the Company. When formulating the profit distribution plan, the board of directors shall carefully study and demonstrate the t i m e , c o n d i t i o n s a n d m i n i m u m proportion of cash dividends, the conditions for adjustment and the requirements for decision-making procedures and so on, and shall be passed by over half of all the directors;
		(1)
			Company shall be prepared by the board
			of directors taking into account the
			actual operating conditions, future
			profitability, business development plan,
			cash flow situation, shareholders’ return,
			cost of social capital and external
			financing environment of the Company.
			When formulating the profit distribution
			plan, the board of directors shall
			carefully study and demonstrate the
			t i m e , c o n d i t i o n s a n d m i n i m u m
			proportion of cash dividends, the
			conditions for adjustment and the
			requirements for decision-making
			procedures and so on, and shall be
			passed by over half of all the directors;

– IV-35 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment After amendment (2) The independent directors shall, before convening the board of directors’ meeting for profit distribution, give clear opinions on the profit distribution plan. If the profit distribution plan is agreed, it shall be approved by a majority of all independent directors; if the profit distribution plan is not agreed, the independent directors shall present the facts and reasons for their disagreement and request the board of directors to reformulate a profit distribution plan and, if necessary, propose to convene a general meeting. The independent directors may solicit the opinions of minority shareholders and propose dividend distributions and submit them directly to the board of directors for consideration. (3) The Supervisory Committee shall give clear opinions on the profit distribution plan, and if it agrees with the profit distribution plan, approval has to be made by a majority of all Supervisors with resolution made to form a profit distribution plan; if it disagrees with the profit distribution plan, the Supervisory Committee shall present the facts and reasons for its disagreement and shall recommend the board of directors to reformulate the profit distribution plan; if necessary, it may propose to convene a general meeting. (4) If the profit distribution plan is agreed through the above procedures, the board of directors shall propose to convene a general meeting and report to the general meeting for approval; the profit distribution plan shall be approved by at least 1/2 of the voting rights held by shareholders (including shareholders’ proxies) attending the general meeting.

– IV-36 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment

After amendment

• (5) If the Company makes an annual profit but does not prepare a cash dividend proposal, the reasons shall be disclosed in accordance with the relevant regulations, and the independent directors shall express an independent opinion on the profit distribution plan, which shall be considered and approved by the board of directors and submitted to the general meeting for consideration and approval; the board of directors shall make an explanation of the situation to the general meeting.

(6) The Company’s profit distribution policy shall not be changed at will. If there is any conflict between the existing policy and the Company’s operation, investment planning and long-term development needs, the board of directors shall propose a revised profit distribution policy to the general meeting. The board of directors of the Company shall fully discuss with the independent directors in the process of revising the profit distribution policy and shall take into full consideration the views of the shareholders with small and medium share volumes. At the meeting of the board of directors that deliberates and amends the company’s profit distribution policy, it shall be approved by more than half of all the directors and more than half of the independent directors. The independent directors shall express their independent opinions on formulation or amendment of the profit distribution policy. The adjustment plan of profit distribution policy shall be approved by shareholders who attend the general meeting of shareholders with more than 2/3 of voting rights, and the reasons for adjustment shall be disclosed in the regular report.

~~Article 211 The Company may distribute~~ This article is deleted ~~profits in the form of cash or shares.~~

– IV-37 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment

Article 222 The notices of the Company (including but not limited to the notice of convening the general meeting, the meeting of the board and the meeting of the supervisory committee) shall be sent out in the following ways:

• (1) by personal delivery;

• (2) by facsimile;

• (3) by post;

• (4) by email;

• (5) by way of announcement;

• (6) by announcement on newspaper ~~and~~ other designated media;...

Article 226 The Company shall issue announcements and disclose information to holders of domestic shares through newspapers ~~and~~ websites designated by the laws, administrative regulations or relevant domestic regulatory authorities for information disclosure. If it is required to make public announcements to the holders of H Shares pursuant to the Articles of Association, the announcement shall also be published in such manner as required by the Hong Kong Listing Rules.

After amendment

Article 235 The notices of the Company (including but not limited to the notice of convening the general meeting, the meeting of the board and the meeting of the supervisory committee) shall be sent out in the following ways:

• (1) by personal delivery;

• (2) by facsimile;

• (3) by post;

• (4) by email;

• (5) by way of announcement;

• (6) by announcement on newspaper or other designated media;...

Article 239 The Company shall issue announcements and disclose information to holders of domestic shares through newspapers or w e b s i t e s d e s i g n a t e d b y t h e la w s , administrative regulations or relevant domestic regulatory authorities for information disclosure. If it is required to make public announcements to the holders of H Shares pursuant to the Articles of Association, the announcement shall also be published in such manner as required by the Hong Kong Listing Rules.

– IV-38 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment

Article 237 In the case of dissolution of the Company under items (I), (II), (V) and (VI) of ~~Article 237~~ hereof, a liquidation committee shall be formed to commence liquidation within fifteen days from the date of occurrence of events giving rise to dissolution. The members of the liquidation committee shall be determined by the directors or the general meeting. Where a liquidation committee is not established according to schedule, the creditors may apply to the People’s Court to designate the relevant personnel to establish a liquidation committee to proceed with the liquidation.

In the case of dissolution of the Company under item (IV) of ~~Article 237~~ hereof, the People’s Court shall, according to relevant legal provisions, organize the shareholders, relevant departments and professionals to form a liquidation committee to carry out liquidation.

Article 249 The Company shall abide by the following principles for dispute resolution:

(1) Where a dispute or claim related to the affairs of the Company arises between a shareholder of foreign-listed shares and the Company, between a foreign shareholder of foreign-listed shares and a director, supervisor, general manager ~~(president)~~ or other senior management of the Company, or between a foreign shareholder of foreign-listed shares and a shareholder of domestic shares, based on the rights and obligations stipulated in the Articles of Association, the Company Law and other relevant laws and administrative regulations, the parties concerned shall submit such a dispute or claim to arbitration for resolution.

After amendment

Article 250 In the case of dissolution of the Company under items (I), (II), (V) and (VI) of Article 248 hereof, a liquidation committee shall be formed to commence liquidation within fifteen days from the date of occurrence of events giving rise to dissolution. The members of the liquidation committee shall be determined by the directors or the general meeting. Where a liquidation committee is not established according to schedule, the creditors may apply to the People’s Court to designate the relevant personnel to establish a liquidation committee to proceed with the liquidation.

In the case of dissolution of the Company under item (IV) of Article 248 hereof, the People’s Court shall, according to relevant legal provisions, organize the shareholders, relevant departments and professionals to form a liquidation committee to carry out liquidation.

Article 262 The Company shall abide by the following principles for dispute resolution:

(1) Where a dispute or claim related to the affairs of the Company arises between a shareholder of foreign-listed shares and the Company, between a foreign shareholder of foreign-listed shares and a director, supervisor, general manager or other senior management of the Company, or between a foreign shareholder of foreign-listed shares and a shareholder of domestic shares, based on the rights and obligations stipulated in the Articles of Association, the Company Law and other relevant laws and administrative regulations, the parties concerned shall submit such a dispute or claim to arbitration for resolution.

– IV-39 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN RESPECT OF THE ISSUE OF A SHARES

APPENDIX IV

Before amendment

In referring the said disputes or claims to arbitration, the entire claims and disputes shall be referred; and all the persons having the same cause of action or all the parties whose participation is necessary for the settlement of the disputes or the claims, including the Company, Shareholders, Supervisors, General Manager ~~(president)~~ or other senior management members of the Company, shall submit to arbitration...

Article 250 Definitions

• (1) Definitions a actual controller means a person who, though not a shareholder, but t h r o u g h i n v e s t m e n t r e l a t i o n s h i p s , agreements, or other arrangements, may actually control the activities of the Company.

• (2) the ‘‘connected transaction’’ refers to that as defined in the Hong Kong Listing Rules.

• (3) the meaning of an ‘‘accounting firm’’ is the same as that of ‘‘auditors’’.

After amendment

When an aforesaid dispute or claim is submitted to arbitration, the dispute or claim shall be submitted in its entirety, and all persons, being the Company, or shareholders, directors, supervisors, the President or other senior executives of the Company, that have a cause of action due to the same facts or whose participation is necessary for the resolution of such dispute or claim shall submit to arbitration...

Article 263 Definitions

• (1) Definitions a actual controller means a person who, though not a shareholder, but t h r o u g h i n v e s t m e n t r e l a t i o n s h i p s , agreements, or other arrangements, may actually control the activities of the Company.

• (2) The ‘‘connected transaction’’ refers to that as defined in the Hong Kong Listing Rules; the ‘‘related party transaction’’ refers to that as defined in the SSE STAR Listing Rules.

• (3) the meaning of an ‘‘accounting firm’’ is the same as that of ‘‘auditors’’.

Article 255 After adoption by special resolution on the general meeting of the Company, the Articles of Association shall take effect and put into force from the date on which ~~the H Shares issued by the Company are listed on the Main Board of the Hong Kong Stock Exchange.~~ Since the effective date of the Articles of Association, the original Articles of Association of the Company shall be automatically invalidated.

Article 268 The Regulations shall be reviewed and passed through special resolution by the general meeting of the Company and shall take effect and be implemented from the date of the Company’s initial public offering of A shares and listing on the Shanghai Stock Exchange. Since the effective date of the Articles of Association, the original Articles of Association of the Company shall be automatically invalidated.

– IV-40 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE MEETING OF SHAREHOLDERS

APPENDIX V

REMEGEN CO., LTD.

RULES OF PROCEDURES FOR THE MEETING OF SHAREHOLDERS

Chapter 1 General Provisions

Article 1 In order to safeguard the lawful rights and interests of shareholders and creditors of RemeGen Co., Ltd. (the ‘‘Company’’) and standardize the organization and behavior of the general meeting of shareholders of the company, in accordance with the relevant laws, regulations and regulatory documents of the Company Law of the People’s Republic of China (the ‘‘Company Law’’), Rules of General Meeting of Listed Companies, Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of Shanghai Stock Exchanges, Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Hong Kong Listing Rules’’), and Articles of Association of RemeGen Co., Ltd. (the ‘‘Articles of Association’’), these rules and procedures (hereinafter referred to as the ‘‘Rules’’) are formulated.

Chapter 2 General Provisions

Article 2 The general meeting is the organ of the authority of the Company, which exercises its functions and powers in accordance with laws:

• (1) to decide on operational policies and investment plans of the Company;

• (2) to elect and replace the directors and supervisors who are shareholder representatives, and to decide on matters relevant to the remuneration of directors and supervisors;

• (3) to consider and approve reports of the board;

• (4) to consider and approve reports of the supervisory committee;

• (5) to consider and approve annual financial budget plans and final accounting plans of the Company;

• (6) to consider and approve the profit distribution plan and loss recovery plan of the Company;

• (7) to determine the increase or decrease of the registered capital of the Company;

• (8) to determine the issuance of corporate bonds or other securities by the Company and listing plan;

• (9) to determine matters such as the merger, division, dissolution, liquidation or change;

• (10) to amend the Articles of Association and rules of procedures for general meeting, board meeting and the supervisory committee.

– V-1 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE MEETING OF SHAREHOLDERS

APPENDIX V

• (11) to determine the appointment of, removal of and non-reappointment of an auditor by the Company;

• (12) to consider and approve the provision of guarantees to third parties that shall be approved at a general meeting;

• (13) to consider matters relating to the purchases and disposals of material assets, which are more than 30% of the latest audited total assets of the Company, within one year;

• (14) to consider and approve the related significant transactions and related party/connected party transactions that shall be considered and approved at a general meeting required by laws, administrative regulations, the regulatory rules of the place where the shares of the Company are listed and the Articles of Association;

• (15) to consider and approve any change in the use of proceeds;

• (16) to consider the formulation, amendment and implementation of share incentive plans;

• (17) to consider and approve the proposal raised by shareholders who, individually or in the aggregate, hold 3% or more of the total number of voting shares of the Company;

• (18) to review other matters which, in accordance with laws, administrative regulations, departmental rules, the regulatory rules of the places where the shares of the Company are listed, or the provisions of the Articles of Association, shall be approved at a general meeting.

The general meeting can authorize or entrust the board to handle the matters authorized or entrusted thereby, provided that the laws and regulations, and the mandatory laws and regulations of the place where the shares of the Company are listed are not violated.

Article 3 The following external guarantees provided by the Company are subject to

• (1) a single guarantee for an amount in excess of 10% of the Company’s latest audited net assets;

• (2) any guarantee provided after the total amount of guarantee to third parties provided by the Company and its controlling subsidiary exceeds 50% of the Company’s latest audited net assets;

• (3) a guarantee to be provided to a party which has an asset-liability ratio in excess of 70%;

• (4) any guarantee provided after the amount of guarantee exceeds 30% of the Company’s latest audited net assets based on cumulative calculation for 12 consecutive months;

• (5) guarantee to be provided to shareholders, actual controllers and their related party/ connected parties;

– V-2 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE MEETING OF SHAREHOLDERS

APPENDIX V

• (6) other guarantees as prescribed by laws, regulations, normative documents, the regulatory rules of the place where the shares of the Company are listed and the Articles of Association.

When the guarantee specified in item (4) above is considered at the general meeting, it shall be approved by more than two-thirds of voting rights held by the shareholders attending the general meeting.

When considering the resolution of providing guarantee to shareholders, actual controllers and their related party/connected parties at the general meeting, such shareholders or shareholders controlled by such actual controller shall not vote on such resolution.

Article 4 General meetings are divided into annual general meetings and extraordinary general meetings. Annual general meetings shall be held once every year and within 6 months from the end of the preceding accounting year.

The board shall convene an extraordinary general meeting within two months after the occurrence of any one of the following circumstances:

• (1) when the number of directors is less than two thirds of the number specified in the Company Law or the Articles of Association;

• (2) where the unrecovered losses of the Company amount to one-third of its total paid up share capital;

• (3) where shareholder(s), individually or jointly, holding 10% or more of the Company’s issued and outstanding shares carrying voting rights request(s) in writing for the convening of an extraordinary general meeting (the number of shares held shall be calculated as at the date when the shareholder(s) provide(s) the written request);

• (4) where the board considers it necessary;

• (5) where the supervisory committee proposes to call for such a meeting;

• (6) other circumstances stipulated by laws, administrative regulations, departmental rules, the regulatory rules of the place where the shares of the Company are listed or the Articles of Association.

Chapter 3 Convening of General Meetings

Article 5 The general meeting of shareholders shall be convened by the board. If the board of directors is unable or fails to perform the duty of convening the general meeting, the supervisory committee shall convene it in time. If the supervisory committee does not convene the meeting, any shareholder(s) individually or jointly holding more than 10% of the shares of the Company for more than 90 consecutive days may convene the meeting on their own.

– V-3 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE MEETING OF SHAREHOLDERS

APPENDIX V

Article 6 Independent directors are entitled to propose to the board to convene general meeting. In respect to the proposal by the independent director for convening an extraordinary general meeting, the board shall, in accordance with the laws, administrative regulations and the Articles of Association, furnish a written reply stating its agreement or disagreement to such proposal for convening an extraordinary general meeting within 10 days upon receipt of such proposal.

In the event that the board of directors agrees to convene an extraordinary general meeting, the notice of general meeting shall be issued within five days after the passing of the relevant board resolution. In the event that the board disagrees to convene an extraordinary general meeting, an explanation shall be given and an announcement shall be made.

Any other requirements as required by the securities regulatory authority at the place where the shares of the Company are listed shall prevail.

Article 7 The supervisory committee has the right to propose in writing the board to convene an extraordinary general meeting. The board shall, in accordance with the laws, administrative regulations and the Articles of Association, furnish a written reply stating its agreement or disagreement to such proposal for convening an extraordinary general meeting within 10 days upon receipt of such proposal.

In the event that the board agrees to convene an extraordinary general meeting, a notice for convening such meeting shall be given within five days after the relevant board resolution is passed and consent of the supervisory committee shall be obtained in case of any changes to the original proposal in the notice.

In the event that the board disagrees to convene an extraordinary general meeting or does not furnish any reply within 10 days after having received such proposal, the board is deemed to be unable or unwilling to perform the duty of convening a general meeting, in which case the supervisory committee may convene and preside over such meeting by itself.

Article 8 Shareholders individually or jointly holding more than 10% of shares of the Company are entitled to request the board of directors in writing to convene an extraordinary general meeting. The board shall, in accordance with the laws, administrative regulations and the Articles of Association, furnish a written reply stating its agreement or disagreement to such request for convening an extraordinary general meeting within 10 days upon receipt of such proposal.

The board shall, in accordance with laws, administrative regulations and the Articles of Association, make a written response as to whether or not it agrees to convene an extraordinary general meeting, within ten days upon receipt of such proposal.

Where the board of directors does not agree to convene an extraordinary general meeting or does not reply within 10 days of its receipt of the request, shareholders holding, individually or in aggregate, 10% or more of the shares of the Company, shall have the right to request the supervisory committee in writing to convene an extraordinary general meeting.

– V-4 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE MEETING OF SHAREHOLDERS

APPENDIX V

In the event that the supervisory committee agrees to convene an extraordinary general meeting, a notice of the shareholders’ general meeting shall be provided within 5 days of such resolution by the board of directors and no change shall be made to the original request in the notice unless approved by the relevant shareholders.

In the event that the supervisory committee fails to serve any notice of an extraordinary general meeting within the prescribed period, the supervisory committee is deemed not to convene and preside over such meeting, in which case the shareholder(s) individually or jointly holding more than 10% of the shares of the Company for more than 90 consecutive days may convene and preside over such a meeting by himself/herself/themselves.

Article 9 Where the supervisory committee or shareholders decide to convene a general meeting on its/their own, it/they shall send a written notice to the board.

Prior to the announcement of the resolution(s) of a general meeting, the shareholdings of the shareholders convening the general meeting shall not be less than 10%.

Article 10 Where a general meeting is convened by the supervisory committee or shareholders on its/their own, the board and the secretary to the board shall work in a cooperative manner.

Where a general meeting is convened by the supervisory committee or shareholders on its/ their own, the expenses necessary for the general meeting shall be borne by the Company and shall be deducted from the monies payable by the Company to the defaulting directors.

Chapter 4 Proposals and Notices of General Meetings

Article 11 The contents of a proposal shall be within the functions and powers of the general meeting, shall have definite issues for discussion and specific resolutions, and shall comply with the relevant provisions of the laws, administrative regulations and the Articles of Association.

Shareholder(s) individually or jointly holding more than 3% of the shares of the Company may submit written provisional proposals to the convener 10 days before the general meeting. The convener shall serve a supplemental notice of the general meeting within 2 days after receipt of the provisional proposals and notify the contents of the said provisional proposals.

Save as specified in the preceding paragraph, the convener shall not change the proposals set out in the notice of the general meeting or add any new proposal after the said notice is served.

Proposals not set out in the notice of the general meeting or not complying with the Articles of Association shall not be voted on or resolved at the general meeting.

– V-5 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE MEETING OF SHAREHOLDERS

APPENDIX V

Article 12 Where the Company convenes an annual general meeting, a written notice shall be issued at least 20 business days (excluding both the date of notice and the date of meeting) prior to the annual general meeting and at least 15 days or 10 business days (whichever is longer, and excluding both the date of notice and the date of meeting) prior to the extraordinary general meeting. If the laws, regulations and the securities regulatory authorities of the place where the shares of the Company are listed provide otherwise, such provisions shall prevail.

Article 13 The notice of the general meeting shall be given in writing and contain the following:

• (1) the date, venue and duration of the meeting;

• (2) matters and proposals submitted for consideration at the meeting;

• (3) an obvious statement that: all shareholders are entitled to attend the general meeting in person, or appoint in writing proxies to attend and vote on his or her behalf and that such proxies need not be shareholders of the Company;

• (4) name and telephone number of permanent contact person;

• (5) such information and explanation as necessary for shareholders to make informed decisions in connection with the matters to be discussed. This principle shall apply (but not be limited to) when proposals are made to merge the Company, to repurchase shares of the Company, to reorganize its share capital or to effect any other reorganization of the Company and specific conditions and contracts (if any) of the proposed transaction together with proper explanations of the causes and consequences of any such proposals;

• (6) the nature and extent of the material interests of any director, supervisor or senior management members in the transaction to be discussed, and the difference in case of the effect of the transaction to be discussed on such director, supervisor or senior management member as shareholders insofar as it differs from the effect on the shareholders of the same class;

• (7) the full text of any special resolution proposed to be passed at the meeting;

• (8) the date and place for serving the power of attorney authorizing the proxy to vote;

• (9) the record date for the determination of the entitlements of shareholders to the general meeting.

The notice and supplementary notice of a general meeting shall adequately and completely disclose the specific contents of all proposals. Where the opinions of the independent directors are required on the issues to be discussed, such opinions and reasons thereof shall be disclosed when the notice or supplementary notice of the general meeting is served.

– V-6 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE MEETING OF SHAREHOLDERS

APPENDIX V

Where a general meeting is held over other means, the notice shall specify the voting time and voting matters of other means.

There shall be not more than 7 business days between the date of record and the date of the general meeting. The equity registration date shall not be changed once confirmed.

Article 14 If the election of directors or supervisors is proposed to be discussed at a general meeting, the notice of the meeting shall adequately specify the detailed information on the director or supervisor candidates, which shall at least include:

• (1) personal particulars, including academic qualifications, working experience and concurrent positions;

• (2) whether or not have any related party/connected relationship with the Company, its controlling shareholders and actual controller;

• (3) the number of shares of the Company held by such candidate;

• (4) whether or not such candidates have ever been penalized by the CSRC and other relevant authorities or disciplined by a stock exchange.

Each candidate of director or supervisor shall be proposed in a separate proposal.

Article 15 Unless otherwise stipulated by the laws, regulations and the Articles of Association, the notice of a general meeting shall be delivered by hand or prepaid mail to addresses shown in the register of members to be received by shareholders (whether they are entitled to vote at the general meeting or not). For the shareholders of domestic shares, announcement of the meeting may be issued by way of public announcement.

The announcement referred to in the preceding paragraph shall be published on the website designated by the securities regulatory authorities under the State Council. Once announced, it is deemed that all domestic shareholders have received the notice of the general meeting.

The notice of general meeting to H-share shareholders can be published through the website designated by the Hong Kong Stock Exchange and the website of the company. All holders of overseas listed shares shall be deemed as having received the notice of the general meeting once the announcement is published.

Article 16 The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive such notice, shall not invalidate the meeting and the resolutions passed at the meeting.

Article 17 Once the notice of general meeting is issued, the meeting shall not be postponed or cancelled without proper reasons, and proposals contained in the notice shall not be withdrawn. Once delay or cancellation occurs, the convener shall notify shareholders and explanation at least two working days before the original convening date.

– V-7 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE MEETING OF SHAREHOLDERS

APPENDIX V

Chapter 5 Holding of General Meetings

Article 18 The venue of a general meetings of the Company shall be the place where the Company is located or the place specified in the notice of the general meeting.

The general meeting shall have a venue for convening the meeting, and the venue of the meeting shall be clear and specific. The Company may also provide online voting means for the convenience of shareholders’ attendance. Shareholders attending the meeting by the aforesaid means shall be deemed as present.

Article 19 The board and other conveners shall take necessary measures to ensure normal order of the general meeting. Behavior such as disruption of the meeting, provocation of trouble and infringement on the legitimate rights and interests of shareholders shall be prevented and promptly reported to relevant authorities for investigation.

Article 20 All shareholders whose names appear on the register of members on the record date or their proxies are entitled to attend the general meeting and exercise their voting rights in accordance with the relevant laws, regulations and the Articles of Association. The Company and the convener shall not refuse for any reason.

Shareholders may attend a general meeting in person or appoint a proxy to attend and vote on their behalf within the scope of authorization.

Article 21 Individual shareholders who attend the meeting in person shall show the identification card, or other valid documents or certificates to show their identity. The proxy entrusted by shareholders to attend the meeting shall provide his/her identification card and the power of attorney of the shareholder.

An institutional shareholder shall entrust its legal representative (person in charge) or agent entrusted by such representative (person in charge) to attend the general meeting. When a legal representative (person in charge) attends the meeting, he/she shall present his/her identification card and an effective evidence of his/her qualification as a legal representative (person in charge); when an entrusted proxy attends the meeting, he/she shall present his/her identification card and the power of attorney in writing issued to him/her by the legal representative (person in charge) of a institutional person shareholder.

Article 22 The power of attorney issued by the shareholder authorizing his or her proxy to attend the general meeting should contain the following:

• (1) the name of and number of shares represented by the proxy;

• (2) whether or not the proxy has any voting right;

• (3) instruction to vote for or against or abstain from voting on each and every issue included in the agenda of the general meeting;

• (4) the date of issue and validity period of the power of attorney;

– V-8 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE MEETING OF SHAREHOLDERS

APPENDIX V

• (5) the signature (or seal) of the principal. If the principal is a corporate shareholder, the corporate seal shall be affixed.

Article 23 Any blank instrument of proxy sent to a shareholder by the board for use by him/her for appointing a proxy shall be in such form to enable the shareholder to freely instruct the proxy to vote in favor or against the related resolution(s), and to instruct separately in respect of each resolution dealing with business to be voted at the meeting. A power of attorney shall contain a statement that, in default of specific instructions from the shareholder, the shareholder’s proxy may vote in his/her discretion.

Article 24 The power of attorney for voting shall be deposited at the Company’s domicile or such other place as specified in the notice of the meeting at least 24 hours before the time appointed for holding the meeting at which the instrument proposes to vote, or 24 hours before the time appointed for the vote. Where such power of attorney for voting is signed by a person under a power of attorney on behalf of the appointer, that power of attorney or other authorization document shall be notarized. A notarized copy of that power of attorney or other authorization document together with the power of attorney for voting shall be deposited at the Company’s domicile or such other place as specified in the notice of the meeting. If the appointer is an institutional shareholder, the legal representative (person in charge) or such person who is authorized by the resolution of its board or other governing body to act as its representative may attend the general meeting of the Company.

Where such shareholder is a recognized clearing house determined by relevant regulations formulated from time to time in Hong Kong (or its nominee), such shareholder shall be entitled to appoint one or more persons as it deems fit to act on its behalf at any general meeting or any other class meetings, provided in the event of more than one person are authorized, the power of attorney shall specify the number and class of shares represented by each person so authorized and shall be executed by the recognized clearing house. Such persons so authorized shall be entitled to exercise the rights on behalf of the recognized clearing house (or its nominee) without presenting evidence of their shareholding, notarized authorization and/or further proof showing their due authorization as if they were individual shareholders of the Company.

Article 25 A vote given by a proxy in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or loss of capacity of the appointer or revocation of the proxy or power of authority under which the proxy was executed, or the transfer of the share in respect of which the proxy is given, provided that no notice in writing of such death, insanity, revocation or transfer as aforesaid has been received by the Company before the commencement of the meeting at which the proxy is used.

Article 26 The Company shall be responsible for preparing the meeting’s register. Such register shall specify information such as the name of the persons (or organizations) attending the general meeting, identity card number, residential address, number of shares or voting shares held, name of the persons (or organizations) the proxy represents.

– V-9 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE MEETING OF SHAREHOLDERS

APPENDIX V

Article 27 The convener shall verify the qualification of shareholders with the register of members provided by the securities depository and clearing authority, and shall register the name of the shareholders as well as the number of their voting shares. The registration process shall end before the chairman of the meeting announces on site the number of shareholders and proxies that attend the meeting, and the number of their voting shares.

Article 28 When a general meeting is held, all directors, supervisors and secretary to the board of the Company shall attend the meeting, and the general manager and other senior management members shall also be present at the meeting.

Article 29 A general meeting shall be convened by the board and presided over by the chairman of the board. Where the chairman of the board is unable or fails to perform his duties, a director shall be jointly elected by more than half of the directors to preside over the meeting. In the event that no such designation is made, a Shareholder as elected from the attending shareholders may preside over the meeting. If, for any reason, shareholders fail to elect the presider of the meeting, the shareholder (including proxy thereof, other than Hong Kong Securities Clearing Company Limited) holding the most voting shares thereat shall act as the presider of the meeting to preside over the meeting.

A general meeting convened by the supervisory committee on its own shall be presided over by the chief supervisor. Where the chief supervisor is unable or fails to perform its duties, a supervisor shall be jointly elected by more than half of the supervisors to perform relevant duties.

A general meeting convened by shareholders on their own shall be presided over by a representative elected by the convener.

When a general meeting is held and the presider violates these rules of the general meeting which makes it difficult for the general meeting to continue, a person may be elected at the general meeting to act as the presider, subject to the approval of more than half of the attending shareholders having the voting rights.

Article 30 At an annual general meeting, the board of directors and the supervisory committee shall report to general meeting on their work in the past year.

Article 31 Directors, supervisors and senior management members shall provide explanation and clarification to the inquiries raised by the shareholders at the general meeting.

Article 32 The presider of the general meeting shall, before voting begins, announce the number of attending shareholders and proxies and the total number of their voting shares according to the register of the meeting.

– V-10 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE MEETING OF SHAREHOLDERS

APPENDIX V

Chapter 6 Voting Procedures and Resolutions of General Meeting

Article 33 Resolutions of the general meeting shall be divided into ordinary resolutions and special resolutions.

An ordinary resolution of a general meeting shall be passed by more than one half of the voting rights held by the shareholders (including proxies) present at the meeting.

A special resolution of a general meeting shall be passed by two-thirds of the voting rights held by the shareholders (including proxies) present at the meeting.

Article 34 The following matters shall be approved by ordinary resolution at a general meeting:

• (1) report on the work of the board and the supervisory committee;

• (2) profit distribution plan and loss recovery plan formulated by the board;

• (3) removal of members of the board and the supervisory committee, their remuneration and method of payment;

• (4) annual financial budgets and statements of final accounts, balance sheet, income statement and other financial statements of the Company;

• (5) the annual report of the Company;

• (6) any matters not otherwise required by the laws, administrative regulations, regulatory rules of the place where the shares of the Company are listed or these Articles of Association to be passed by special resolution.

Article 35 The following matters shall be approved by special resolution at a general meeting:

• (1) to increase or reduce the registered capital of the Company and issue any type of shares, options and other similar types of securities;

• (2) to resolve on the issuance of corporate bonds or other securities and listing plan thereof;

• (3) to resolve on the division, merger, dissolution, liquidation or transformation of the Company;

• (4) to make amendments to these Articles of Association;

• (5) to consider purchase or sale of material assets by the Company within one year, or a guarantee amount exceeding 30% of the total assets in the most recent audit period of the Company;

• (6) to formulate, revise and implement a share incentive scheme;

– V-11 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE MEETING OF SHAREHOLDERS

APPENDIX V

• (7) other matters as stipulated by the laws, administrative regulations, regulatory rules of the place where the shares of the Company are listed or these Articles of Association, and matters deemed by the general meeting by ordinary resolution to have material effect on the Company and necessary for passing by special resolution.

Article 36 A shareholder (including his/her proxy) shall exercise his/her voting rights based on the number of shares held. Each share shall have one vote.

No voting rights shall attach to the shares held by the Company, and such shares shall not be counted among the total number of shares with voting rights present at a general meeting.

Article 37 If the laws, administrative regulations, regulatory rules of the place where the shares of the Company are listed stipulate that any shareholder shall waive his/her voting right on a certain resolution or limit any shareholder to cast an affirmative or negative vote on a certain matter, and in case of any violation of such relevant stipulation or limitations, votes casted by such shareholders or proxies thereof shall not be adopted. When a shareholders’ general meeting reviews related party/connected transactions, the related party/connected shareholders and their contacts shall not participate in voting and the number of shares with voting rights represented by them shall not be counted in the total number of valid votes. The voting result announcement of the shareholders’ general meeting shall fully disclose the voting by non-related party/connected persons.

Before the general meeting considers matters relating to related party/connected transactions, the Company shall determine the scope of related party/connected shareholders in accordance with relevant laws, regulations and regulatory documents. Related party/connected persons or their authorized representatives may attend the general meeting, and may clarify their views to the shareholders in accordance with the procedures of the meeting, but they shall abstain from voting in a poll.

Where the general meeting considers matters relating to related party/connected transactions, related party/connected shareholders shall abstain from voting. If related party/connected shareholders fail to abstain from voting, other shareholders attending the meeting shall have the right to request them to abstain from voting. After related party/connected persons have abstained from voting, other shareholders shall vote according to their voting rights and pass the corresponding resolutions in accordance with the provisions of the Articles of Association and rules herein. The presider of the meeting shall announce the number of shareholders and proxies except related party/connected persons present at the general meeting and the total number of their voting shares.

In order to be valid, the resolutions made at the general meeting on matters relating to related party/connected transactions shall be passed by more than half of the votes cast by the nonrelated party/connected shareholders attending the general meeting. However, when the related party/connected transaction involves matters that need to be passed by special resolution as stipulated in the Articles of association and rules herein, the resolution of the general meeting, in order to become valid, has to be passed by more than 2/3 of the voting rights held by the non-related/connected parties attending the general meeting.

– V-12 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE MEETING OF SHAREHOLDERS

APPENDIX V

If a related party/connected party or its contact person violates the provisions of this article and participates in voting, the voting on the relevant related party/connected transaction shall be invalid.

Article 38 The general meeting shall vote on all proposals one by one. In the event that there are different proposals on the same matter, they shall be voted and resolved in a chronological order of proposing such proposals. Unless the general meeting is adjourned or no resolution can be made for special reasons such as force majeure, voting of such proposals shall neither be shelved nor refused at the general meeting.

Article 39 When a proposal is put forward for discussion at the shareholders’ general meeting, no modification of the proposal shall be made, or the relevant change shall be deemed as a new proposal which may not be voted at the meeting.

Article 40 Regarding proposals submitted for resolution, shareholders attending the general meeting shall present: agreement, disagreement or abstaining.

Any voter with a vote that is not filled in, incorrectly filled in or in unrecognizable writing or not cast shall be deemed as having waived the voting right and the corresponding voting shall be counted as ‘‘abstention’’.

At the time of voting, any shareholder who has two or more votes (including the proxies of such shareholders) needs not to use all votes for or against any resolution or to abstain from voting on such resolution.

If the same voting power repeats in voting, the first voting result shall prevail.

Article 41 A general meeting shall be held by the venue meeting or other means permitted by laws and regulations.

Article 42 Unless the resolutions on relevant procedures of a general meeting or administrative matters which can be decided by the chairman in the spirit of honesty and credibility and shall be voted on by show of hands, voting for a general meeting shall be made by ballot.

Article 43 If the matter on which voting by ballot is requested is to elect a meeting chairman or discontinue the meeting, voting by ballot shall be conducted at once; for other matters on which voting by ballot is requested, the meeting chairman will decide on when to conduct the voting, and the meeting may be continued to discuss other matters, and the voting results will still be deemed as resolutions passed at the meeting.

Article 44 When proposals are voted on at the general meeting, the shareholders’ representative and supervisors’ representative and other relevant persons appointed according to the Hong Kong Listing Rules shall be jointly responsible for the counting and monitoring of the ballots according to the Hong Kong Listing Rules. For the related party/connected shareholders having interests in the item to be considered, such shareholders and their proxies shall not participate in vote counting and scrutiny.

– V-13 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE MEETING OF SHAREHOLDERS

APPENDIX V

Article 45 The presider shall announce the voting result of every proposal on the spot and announce whether the proposal is passed or not according to the voting result.

Before the voting result is announced, the relevant parties including the company, counting officer, monitoring officer and major shareholders involved at general meeting shall have the confidentiality obligation.

Article 46 If the chairperson of the meeting has any doubt about the submitted result of the voting, he/she may organize a recount of the cast votes. If the chairperson of the meeting fails to count the votes, and the shareholders or proxies attending the meeting have any doubt about the result announced by the chairperson of the meeting, he/she has the right to demand a vote recount immediately following the announcement of the result, in which case the chairman of the meeting shall promptly organize a recount of the votes.

If ballots are counted at a general meeting, the counting result shall be recorded in the meeting minutes. The minutes together with the attendance record of shareholders and the powers of attorney of the proxies shall be kept at the domicile of the Company.

Article 47 Resolutions of the general meeting shall be announced in due time according to the relevant laws, regulations, departmental rules, regulatory documents, regulatory rules of the place where the shares of the Company are listed or the Articles of Association. The announcement of resolutions shall specify the number of attending shareholders and their proxies, the total number of voting shares they represent and the proportion of these shares to the total number of the voting shares of the Company, the total number of shares required to abstain from voting in the concurring votes and/or voting as requested by the regulatory rules of the place where the shares of the Company are listed (as specific to certain proposals, if any), whether the shareholder who is required to abstain from voting has given up the voting right, the voting method, the voting result of each resolution and the details of each of the resolutions passed.

Article 48 Proposals not adopted or resolutions of the former general meeting changed in this general meeting shall be specially pointed out in the resolution of the general meeting.

Article 49 The general meetings shall have meeting minutes, which shall be recorded by the secretary to the board, and shall contain the following:

• (1) the date, venue and agenda of the meeting, and the name of the convener;

• (2) the names of the presider, and the directors, supervisors, general manager and other senior management members attending or present at the meeting;

• (3) the number of attending shareholders and their proxies, the total number of voting shares they represent and the proportion of these shares to the total number of the shares of the Company;

• (4) the consideration process of each proposal, summaries of the speeches and the voting result;

– V-14 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE MEETING OF SHAREHOLDERS

APPENDIX V

• (5) details of the inquiries or recommendations of the shareholders, and the corresponding response or explanations;

• (6) the name of vote counters and scrutineer;

• (7) other contents that shall be recorded in the minutes in accordance with the Articles of Association.

Article 50 The convener shall ensure the meeting minutes are true, accurate and complete. The attending directors, supervisors, Secretary to the board of directors, convener or their representatives and the chairman of the meeting shall sign on the minutes, and ensure that the minutes are truthful, accurate and complete. The meeting minutes and the signed attendance record of the shareholders who attended in person, the proxy forms for the proxies present at the meeting and by other means shall be kept together for at least 10 years.

Article 51 A convener shall ensure that the meeting continues until a resolution is formed. Where the general meeting is suspended or no resolution can be made due to force majeure, or any other special reasons, necessary measures shall be taken to resume or directly terminate the general meeting.

Article 52 Where a proposal on election of directors or supervisors is passed at the general meeting, the new directors and supervisors shall take office in accordance with the Articles of Association.

Article 53 The resolution of the general meeting is invalid if it violates laws and administrative regulations.

Where the procedures for convening and voting of general meetings are in violation of laws, administrative regulations or the Articles of Association, or the resolutions violate the Articles of Association, shareholders are entitled to request the People’s Court to revoke such resolutions within 60 days since the day they are made.

Chapter 7 Special Procedures for Voting at Class Meetings

Article 54 Holders of different classes of shares are class shareholders. Class shareholders are entitled to rights and are subject to the obligations pursuant to the laws, administrative regulations and the Articles of Association. All class shareholders of shall enjoy equal rights to receive dividends or other forms of distributions.

Article 55 Rights conferred on any class of shareholders may not be varied or abrogated unless approved by a special resolution of shareholders at a general meeting and by the class shareholders so affected at a separate meeting convened in accordance with Articles 56 to 60 herein.

– V-15 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE MEETING OF SHAREHOLDERS

APPENDIX V

Article 56 The following circumstances shall be deemed to be variation or abrogation of the rights of a class shareholder:

• (1) to increase or decrease the number of shares of such class, or increase or decrease the number of shares of class having voting or equity rights or privileges equal or superior to those of the shares of such class;

• (2) to convert all or part of the shares of such class into shares of another class or to convert all or part of the shares of another class into the shares of such class or grant such conversion right;

• (3) to remove or reduce rights to accrued dividends or rights to cumulative dividends attached to shares of such class;

• (4) to reduce or remove a dividend preference or a liquidation preference attached to shares of such class;

• (5) to add, remove or reduce conversion privileges, options, voting rights, transfer, preemptive rights, or rights to acquire securities of the Company attached to shares of such class;

• (6) to remove or reduce rights to receive payment payable by the Company in particular currencies attached to shares of such class;

• (7) to create a new class having voting or equity right or privileges equal or superior to those of the shares of such class;

• (8) to restrict the transfer or ownership of the shares of such class or add to such restriction;

• (9) to issue rights to subscribe for, or convert into, shares in the Company of such class or another class;

• (10) to increase the rights or privileges of shares of another class;

• (11) to restructure the Company where the proposed restructuring will result in different classes of shareholders bearing a disproportionate burden of such proposed restructuring;

• (12) an amendment or abrogation of the terms of the Articles.

Article 57 Shareholders of the affected class, whether or not otherwise having the right to vote at general meetings, shall nevertheless have the right to vote at class meetings in respect of matter concerning Article (2) to (8), (11) and (12) above, but interested shareholder shall not be entitled to vote at class meetings.

– V-16 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE MEETING OF SHAREHOLDERS

APPENDIX V

The meaning of ‘‘interested shareholder’’ in the preceding paragraph is:

• (1) if the Company has made a buy-back offer to all shareholders in the same proportion or has bought back its own shares through open transactions on a stock exchange in accordance with the Articles of Association, the ‘‘interested shareholder’’ refers to controlling shareholders as defined in the Articles of Association;

• (2) in the case of a repurchase of shares by an off-market contract according to the Articles of Association, the ‘‘interested shareholder’’ refers to a holder of the shares to which the proposed contract relates;

• (3) in the case of a restructuring of the Company, the ‘‘interested shareholder’’ refers to a shareholder within a class who bears less than a proportionate burden imposed on that class under the proposed restructuring or who has an interest in the proposed restructuring different from the interest of shareholders of that class.

Article 58 Resolutions of a class general meeting shall be approved by more than twothirds of the voting shares represented by shareholders of that class present at the meeting in accordance with the preceding Article.

A written notice convening a class meeting shall, in accordance with Article 12 herein, be given before its convention, to notify shareholders whose names appear in the register of members for such class shares of the matters proposed to be considered and the date and place of the meeting.

Any other specific requirements as required by the securities regulatory authority at the place where the shares of the Company are listed shall prevail.

Article 59 Notice of class meetings need only be served on shareholders entitled to vote thereat.

Class general meetings shall follow a procedure most similar to that for general meetings, and the provisions in the Articles of Association and this proposed formulation concerning the procedure for general meetings shall apply to class general meetings.

Article 60 In addition to holders of other class shares, holders of domestic shares and overseas listed foreign shares are deemed to be shareholders of different classes. The special procedures for voting at a class of shareholders shall not apply in the following circumstances:

• (1) where the Company issues domestic shares and overseas-listed foreign invested shares, upon the approval by a special resolution of its general meeting, either separately or concurrently once every 12 months, not exceeding 20% of each of its existing shares externally issued;

• (2) where the Company’s plan to issue domestic shares and overseas-listed foreign invested shares at the time of its establishment is carried out within 15 months from the date of approval of the securities regulatory authority under the State Council;

– V-17 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE MEETING OF SHAREHOLDERS

APPENDIX V

• (3) Shares (including domestic and foreign shares) already issued but not listed of the Company, after approval from the securities regulatory authority under the State Council, are converted to overseas-listed shares.

Chapter 8 The Authorization Conferred by the General Meeting upon the Board of Directors

Article 61 On the premise of not violating the laws and legal regulations and the Articles of Association, the board of directors can be authorized by the resolution passed by the general meeting.

Article 62 Matters which, in accordance with laws, administrative regulations, departmental rules or the provisions of the Articles of Association, shall be approved at a general meeting, shall be deliberated by the general meeting to ensure the decision-making power of the shareholders. Under necessary, reasonable and legal circumstances, the general meeting may authorize the board of directors to determine specific issues which cannot or is unnecessary to be decided upon immediately at such general meetings.

For authorization conferred by the general meeting on the board of directors, if it is for an ordinary resolution, it shall be passed by more than one half of the voting rights held by the shareholders (including proxies) present at the meeting. If it is for a special resolution, it shall be passed by two-thirds of the voting rights held by the shareholders (including proxies) present at the meeting. The authorization should be clear and specific.

Article 63 When deciding on issues so authorized, the board of directors shall discuss and verify the matters thoroughly and may appoint intermediaries to provide advice, if necessary, to ensure scientific and reasonable decision-making on the matters.

Chapter 9 Implementation of Resolutions of General Meetings

Article 64 The board of directors shall make a special report to the general meeting on implementation of the matters that should be handled by the board of directors in the resolution of the previous general meeting. In case the resolution of the shareholders’ general meeting fails to be implemented due to special reasons, the board of directors shall state the reasons.

Chapter 10 Supplemental Provisions

Article 65 In case of any matters not covered in these rules or in conflict with the provisions of laws, regulations, regulatory rules of the place where the Company’s shares are listed, or other normative documents, as promulgated after these rules come into effect, or in conflict with the Articles of Association, the said provisions of laws, regulations, regulatory rules of the place where the Company’s shares are listed, other normative documents or the said Articles of Association shall prevail.

– V-18 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE MEETING OF SHAREHOLDERS

APPENDIX V

Article 66 These rules shall be annexed to the Articles of Association. Unless otherwise specified, terms used herein shall have the same meanings ascribed to them in the the Articles of Association.

Article 67 The rules shall be reviewed and passed by the general meeting of the Company and shall take effect and be implemented from the date of the Company’s initial public offering of A shares and listing on the Shanghai Stock Exchange. Since the effective date of the present Rules, the original Rules of Procedures for General Meetings of the Company shall be automatically invalidated.

Article 68 The Rules shall be interpreted by the board.

– V-19 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

APPENDIX VI

REMEGEN CO., LTD.

RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

Chapter 1 GENERAL PROVISIONS

Article 1 In order to further standardize the discussion methods and decision-making procedures of the Board (the Board) of RemeGen Co., Ltd., promote the directors and the Board to effectively perform their duties, and improve the standard operation and scientific decision-making level of the Board, in accordance with the relevant laws, regulations and regulatory documents of the Company Law of the People’s Republic of China (the ‘‘Company Law’’), Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of Shanghai Stock Exchanges (the ‘‘Sci-Tech Innovation Board Listing Rules’’), Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Hong Kong Listing Rules’’), and Articles of Association of the Company (the ‘‘Articles of Association’’), the rules of procedures (hereinafter referred to as the ‘‘Rules’’) are formulated.

Article 2 The Company shall have a board of directors pursuant to laws. The members of the Board shall be elected by the general meeting of shareholders and entrusted by the general meeting of shareholders. They are responsible for the operation and management of the Company’s corporate property. They are the decision-making centre of the Company and are accountable to the general meeting of shareholders.

Article 3 The Board shall comprise nine directors and shall have one Chairman. More than one-third of the members of the Board shall be independent directors and at least one of them shall be an accounting professional (the accounting professional refers to a person who holds senior accountant title or is qualified as a certified accountant).

Article 4 The Board of the Company has established the Strategy Committee, the Audit Committee, the Nomination Committee and the Remuneration and Appraisal committee. All members of the special committees shall be directors, among which, half or above of the members of Audit Committee, Nomination Committee and Remuneration and Appraisal Committee shall be independent directors. All members of the Audit Committee shall be independent directors, at least one of whom shall be an independent director who possesses appropriate professional qualifications provided in the Hong Kong Listing Rules or possesses appropriate accounting or relevant financial management expertise. The convener of the audit committee shall be an independent director who is an accounting professional. Chairman of each of the special committees shall be appointed and dismissed by the Board.

Article 5 The Board of the Company shall explain to the general meeting on the nonstandard auditor’s opinions issued by certified public accountants on the Company’s financial reports.

Article 6 The Board shall exercise the following functions and powers:

• (1) to convene general meetings and report to general meetings;

– VI-1 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

APPENDIX VI

• (2) to implement resolutions of general meetings;

• (3) to determine the Company’s business and investment plans;

• (4) to prepare the annual financial budgets and final accounting plans of the Company;

• (5) to prepare the profit distribution and loss offset plans of the Company;

• (6) to formulate proposals for the Company in respect of increase or reduction of registered capital, issue of bonds or other securities and the listing thereof;

• (7) to formulate plans for material acquisitions, purchase of shares of the Company, merger, division, dissolution or transformation of the Company;

• (8) to determine, within the authority granted by the general meeting, such matters as external investment, acquisition and disposal of assets, asset mortgage, external guarantee, consigned financial management, related party/connected transactions, external financing, etc.;

• (9) to approve the matters in relation to investment, acquisition or disposal of assets, financing and related party/connected transactions as required by the listing rules of the stock exchange where the shares of the Company are listed;

• (10) to decide the internal management organizations of the Company;

• (11) to appoint or dismiss the general manager and the secretary of the Board of the Company; appoint or dismiss the president, senior vice president, chief medical officer, chief financial officer and other senior managers of the Company according to nomination of the general manager, and decide on their remuneration, rewards and penalties;

• (12) to set up the basic management system of the Company;

• (13) to formulate the proposals for any amendment to the Articles of Association;

• (14) to propose to the general meeting the appointment or replacement of the accounting firms which provide audit services to the Company;

• (15) to listen to reports on the work of the general manager and review his/her work;

• (16) to manage the information disclosure of the Company;

• (17) to exercise other functions and powers as stipulated by laws, administrative regulations, department rules, regulatory rules of the place where the shares of the Company are listed or the Articles of Association.

– VI-2 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

APPENDIX VI

For the previous resolutions made by the board of directors, except for Article (6), (7), and (13), which must be approved by more than two thirds of the directors, the rest shall be approved by more than half of the directors.

Matters beyond the scope of authorization of the general meeting to the Board shall be submitted to the general meeting for consideration.

The specific powers of the Board stipulated in the Company Law shall be collectively exercised by the Board, shall not be authorized to be exercised by others, and shall not be altered or deprived by means of the Articles of Association, resolutions of the general meeting of shareholders, etc.

Other powers of the Board as stipulated in the Articles of Association shall be subject to collective decision-making approval for major business and matters, and shall not be authorized to single or several directors to make decisions separately.

The Board shall determine the authorization relating to external investment, purchase and disposal of assets, asset mortgage, external guarantee, consigned financial management and party/connected transactions, and shall establish strict examination and decision making procedure; and organize relevant experts and professionals to make assessments on material investment projects and report to the general meeting for approval.

Article 7 The Board deliberates the purchase and sale of assets, foreign investment (except for the purchase of bank financial products), transfer or assignment of R&D projects, signing license agreements, leasing in or leasing out of assets, entrusting or entrusted for management of assets and business, donation or receiving donation of assets, creditor’s rights, debt restructuring, provision of financial assistance and other transactions; as well as, matters not within the scope of approval of the general meeting, which by referring to the transactions identified by the Shanghai Stock Exchange as, within twelve months in a row, involving single or cumulative transaction amount reaching one of the following standards:

• (1) if the total assets involved in the transaction account for more than 10% of the Company’s total assets audited in the latest period, and if the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data;

• (2) that the transaction amount accounts for more than 10% of the Company’s market value;

• (3) that the net assets of the transaction subject (such as equity) in the latest accounting year account for more than 10% of the Company’s market value;

• (4) that the operating income of the transaction subject (such as equity) in the latest accounting year accounts for more than 10% of the audited operating income of the Company in the latest accounting year, and exceeds RMB 10 million;

– VI-3 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

APPENDIX VI

• (5) that the profit arising from the transaction represents more than 10% of the audited net profit of the company for the most recent accounting year and the absolute amount exceeds RMB 1 million;

• (6) that the net profits of the transaction object (such as equity) in the latest accounting year account for more than 10% of the audited net profits of the Company in the latest accounting year, and exceed RMB 1 million;

If any data involved in calculation of above (1) to (6) is negative, the absolute value shall apply. The net profit indicator in the above standards can be exempted before the company makes profits.

• (7) Matters relating to external guarantees other than those required by the Articles of Association to be considered by the general meeting;

• (8) Matters relating to related party/connected transactions that should be considered by the Board in accordance with the Sci-Tech Innovation Board Listing Rules and the Hong Kong Listing Rules;

The purchase or sale of assets stated in this Article does not include the purchase of raw materials, fuel and power, and the sale of products or commodities in connection with ordinary operations.

Article 8 The chairman of the Board shall convene an extraordinary board meeting within 10 days if:

• (1) when at least one-tenth of the shareholders with voting rights make a proposal;

• (2) when at least one third of the directors make a proposal;

• (3) when half of the independent directors make a proposal;

• (4) when proposed by the supervisory committee;

• (5) when the Chairman considers it necessary;

• (6) when proposed by the General Manager;

• (7) other circumstances as provided for in the Articles of Association.

Article 9 More than half of the directors shall be present at a meeting of the Board.

The General Manager and the Secretary of the Board shall attend the meeting; the Supervisor, the President, the Senior Vice President, the Chief Medical Officer and the Chief Financial Officer may attend the meeting as required.

The Board may invite intermediaries or experts in industry, business, law and finance to attend board meetings and provide professional advice.

– VI-4 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

APPENDIX VI

Article 10 Board meetings shall be attended by the directors themselves or, if they are unable to attend for any reason, they may delegate their attendance in writing to another director in accordance with the provisions of the Rules.

Chapter 2 Rules for Meeting Proposals

Article 11 Matters to be considered by the Board shall be decided by way of a proposal. The Secretary of the Board shall be responsible for collecting, collating and submitting proposals to the Board for consideration and resolution.

For the purpose of the Rules, a proposal is a matter to be considered which is formally included in the deliberations of the Board and a matter to be considered and which has been submitted by the proposer, but not yet included in the deliberations of the Board, and the person or entity making the proposal is referred to as the proposer. The proposal includes, but is not limited to, the name of the proposal, its content, the necessary analysis of the arguments, etc. and is signed or sealed by the proposer.

Article 12 Every proposal shall be sent to the Secretary of the Board. The Secretary of the Board shall compile and classify all proposals and submit them to the Chairman for examination. If the Chairman considers that the content of a proposal is unclear or specific or the relevant materials are insufficient, he/she may request the proposer to amend or supplement it.

The contents of the proposal shall be sent to all directors and to those persons required to attend the meeting together with the notice of the meeting.

Article 13 Where a proposal is made to convene an extraordinary meeting of the Board in accordance with the Rules, a written proposal signed (sealed) by the proposer shall be submitted through the Secretary of the Board or directly to the Chairman of the Board. The following should be stated in the written offer:

• (1) the name of the proposer or names;

• (2) the objective grounds on which the proposal or offer is based;

• (3) the time or timeframe, place and manner of holding the proposed meeting;

• (4) a clear and specific proposal;

• (5) contact details of the proposer, date of the proposal, etc.

Proposals should be on matters within the responsibility scope of the Board as set out in the Articles of Association, and documents relating to the proposals should be submitted together with the proposals.

– VI-5 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

APPENDIX VI

The Secretary of the Board shall, on receipt of the above written proposal and the relevant materials, forward the same to the Chairman on the same day. If the Chairman considers that the content of the proposal is unclear, specific or the relevant material is insufficient, he may request the proposer to amend or supplement it.

Article 14 Proposals of the Board shall be subject to the following conditions:

• (1) the content is not inconsistent with the provisions of laws, regulations and the Articles of Association and is within the scope of the Company’s business activities and the responsibilities of the Board;

• (2) the proposal must be in the interests of the company and the shareholders;

• (3) there are clear issues and specific matters;

• (4) shall be submitted in writing.

Article 15 The following persons/organisations may submit proposals to the Board:

• (1) Shareholders who, individually or collectively, hold more than 3% of the total number of voting shares in the company;

• (2) Any one of the directors;

• (3) The supervisory committee;

• (4) General Manager, Chief Financial Officer, and Secretary to the Board.

The proposals in (3) and (4) above should be confined to matters within the scope of their duties.

Article 16 If, in the course of the discussion of a proposal, the directors disagree on a question or part of a proposal, the proposal may be amended at the meeting in accordance with the vote taken, provided that the directors alone vote on the amendment of the question or part of the proposal.

Chapter 3 Notice of Meetings and Sign-in Rules

Article 17 The board meeting are classified as regular meetings and extraordinary ones. Regular meetings of the Board shall be held at least four times a year and shall be convened by the Chairman of the Board.

Article 18 Notice of regular meetings of the Board shall be given to all directors and supervisors 14 days in advance and notice of extraordinary Board meetings shall be sent 3 days in advance.

– VI-6 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

APPENDIX VI

Notice of meetings of the Board shall be given in writing, by personal delivery, express mail, facsimile, electronic mail or in such other manner as may be provided for in the Articles of Association.

If the situation is urgent and it is necessary to convene an extraordinary meeting of the Board as soon as possible, notice of the meeting may be given at any time by telephone or other verbal means, but the convenor shall make an explanation to that effect at the meeting.

Article 19 The Secretary of the Board shall be responsible for notifying all directors and personnel concerned and for preparing for the meeting. The notice of the board meeting includes the following:

• (1) the time and venue of the meeting;

• (2) the form of the meeting;

• (3) matters (proposals) to be deliberated;

• (4) convener and chairman of the meeting, proposer of and written proposal for the extraordinary meeting;

• (5) documents needed for voting of directors;

• (6) requirements for the directors to attend the meeting in person or by proxy;

• (7) contact person and contact details;

• (8) the issuance date of the notice.

The verbal notice shall at least include the information of the aforesaid item (1), (2) and (3) and the explanations on holding the extraordinary meeting of the Board under urgent circumstance.

Article 20 After the written notice for the regular meeting of the Board is issued, if the time and venue to convene the meeting shall be changed or the meeting proposal shall be added, changed and cancelled, the written change notice shall be issued three days before the originally scheduled meeting date, specifying the situation and relevant contents and materials about the new proposal. If it is less than 3 days in advance, the date of the meeting shall be postponed accordingly or the meeting shall be held as scheduled with the approval of all directors present.

Article 21 Where, after sending out the notice of the extraordinary Board meeting, there is a need to change the date or place of the meeting, or to add, change or cancel the proposals of the meeting, the approval by all directors attending the meeting shall be obtained in advance and records thereof shall be made.

– VI-7 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

APPENDIX VI

The person to whom notice of a meeting is given shall inform the Secretary of the Board as soon as possible whether or not he/she is attending the meeting in accordance with the return receipt requested in the notice of the meeting.

Article 22 A director shall, as a general rule, attend meetings of the Board in person. If a director is unable to attend a meeting for any reason, he/she may appoint another director to attend and vote in his/her stead. To appoint a proxy, it is necessary to set out in writing the following;

• (1) the names of the principal and the trustee;

• (2) a brief comment from the principal on each proposal;

• (3) the scope of the principal’s authority and instructions on the intention to vote on the proposal, and the duration of the authority;

• (4) signature of the principal, date, etc.

Directors being appointed shall submit a written power of attorney to the moderator of the meeting, and state the same on the attendance book of the meeting.

The proxy director at the meeting shall exercise the director’s right within the scope of authorization. A director who is not present at a meeting of the Board and does not appoint a proxy shall be deemed to have abstained from voting at that meeting.

• Article 23 The following principles shall govern the appointment and attendance at meetings of the Board; (1) in the consideration of connected transactions, a non-related director shall not appoint a related director to attend on his behalf; nor shall a related director accept an appointment from a non-related director;

• (2) a director shall not give his/her absolute authority to another director to attend in his stead without stating his personal opinion and intention to vote on the proposal, nor shall such director accept a proxy with full authority and authority which is unclear;

• (3) a director shall not accept a proxy from more than two directors, nor shall a director appoint a director who has accepted a proxy from two other directors to attend the meeting on behalf of him/her.

Article 24 A rule for signing in at meetings of the Board shall be adopted whereby all persons attending a meeting shall sign in person and shall not be permitted to sign on behalf of others. The meeting attendance book is kept together with other written documents for the meeting.

– VI-8 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

APPENDIX VI

Chapter 4 Rules of Procedure and Voting

Article 25 The Board shall conduct its business by convening meetings of the Board. A resolution of the Board shall be passed by a majority of all the directors. If the Board resolves the guarantee matters within its scope of authority in accordance with the Articles of Association, such resolution shall be agreed by more than two-thirds of directors attending the meeting, in addition to as agreed by more than half of all directors of the Company.

Article 26 Voting at Board meetings shall be conducted by registered voting.

Board meetings may be held by a meeting on-site or by circulation of a written resolution.

For the convenience of directors attending a Board meeting, Board meetings may be held onsite, or by means of telephone, video or other real-time means of communication. Directors who participated in a Board meeting by the aforementioned means shall be deemed to have attended such on-site meeting.

If the meetings of the Board are convened via telephone, video or other instant communication instruments, it shall be ensured that the participating Directors are able to hear clearly other Directors’ speeches and are able to communicate with each other. Sound records and video records shall be made for such meetings. Where the Directors are not able to sign the meeting resolutions immediately at such meetings, they shall cast their votes orally and complete the signing on written resolutions as soon as possible. Oral voting by the Directors shall have the same effect as signature in writing, but the signature in writing shall comply with the earlier oral voting at the meetings. If there is any discrepancy between such signature and oral voting, the oral voting shall prevail.

If a Board meeting is convened by means of circulation of a written resolution, namely by serving the resolutions for review individually or by circulating the resolutions among the directors for review, the directors or other directors appointed by them shall express their opinions for, against or abstain on the resolution or on the ballot paper clearly in writing. Once the number of directors who sign in favor reaches the quorum for a resolution as required by the Articles, the proposal shall take effect. The Company shall provide explanations if a Board meeting is convened by means of circulation of a written resolution and matters to be voted and the related background materials shall be served on all directors at least three days before voting.

Article 27 Each director shall have one vote. In the case of an equality of votes, the Chairman shall be entitled to an additional vote.

Article 28 If the method of registered voting is adopted, the secretary of the board of directors shall be responsible for organizing the production of the votes of the board of directors. A vote of the Board shall include the following matters:

• (1) the term, time and place of the Board;

– VI-9 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

APPENDIX VI

• (2) name of director;

• (3) matters requiring consideration for voting;

• (4) directions for voting in favour, against and abstaining from voting;

• (5) other matters to be noted.

Attending directors shall make one option from "agree","against" or "abstain". Where any director does not make any option or makes two or more options, the presider of the meeting shall ask relevant director to make choice again, and if the director refuses to make choice, or if any director leaves the meeting venue halfway without making a choice, he/she shall be regarded as abstaining from voting.

Article 29 Voting papers shall be distributed to the directors present at a meeting before the Board votes on each matter under consideration and shall be collected after the vote has been taken.

A director appointed by another director to vote on his/her behalf shall, in addition to holding a vote for himself/herself, hold a vote on behalf of the director appointing him/her and shall state in the director name column ‘‘Voted on behalf of xxx director’’ on such vote.

Article 30 The Board shall proceed to vote on each item of business on the agenda and shall not withhold or refrain from voting on any matter for any reason. Article 31 The Chairman shall preside at meetings of the Board. Whenever the chairman is unable to or fails to exercise his/her powers, a director voted by more than one half of the directors shall perform the duties.

Article 32 Every question to be discussed by the Board shall be presented through a central address delivered by the proposer or by a designated director, stating the substance of the question, the leading view of the proposal, etc.

Article 33 When matters of related party/connected transactions are considered by the Board, an interested director shall not vote, nor shall he/she vote on behalf of the other directors, nor shall he/she be counted in the quorum for voting purposes, but he/she may attend the meeting and state his/her views.

When the Board of directors considers a related party/connected transaction, a meeting of the Board of directors may be held with more than half of the non-related directors present, and a resolution at a meeting of the Board of directors must be approved by a majority of the nonrelated directors. If the number of non-related directors attending the meetings is less than 3, the issue shall be submitted to the general meeting for consideration.

– VI-10 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

APPENDIX VI

Article 34 Unless approved by all the directors attending the meeting, proposals not included in the notice of meeting shall not be voted at the meeting of the Board. Directors attending the Board meeting as proxy shall not vote on proposals which are not included in the notice of the meeting on behalf of other directors.

Article 35 For each item under consideration, at least two directors shall be elected from among those present at the meeting to take part in the count and shall be supervised by a Supervisor, and the result of the count shall be announced on the spot by the representative of the counters.

Article 36 The presider of the meeting shall decide whether resolutions are passed according to the voting results and announce such results in the meeting. The result of the vote on the resolution shall be recorded in the minutes of the meeting.

Article 37 If the presider is in any doubt as to the result of a resolution put to the vote, he/ she may count the votes cast; if a vote is to be counted and a director present at the meeting objects to the announcement of the result by the presider, he/she shall be entitled to request a vote count immediately after the announcement of the result and the presider shall count the votes immediately.

Article 38 When more than one half of the directors attending the meeting deem the proposals unclear or unspecific, or that documents of the meeting are so inadequate that they are unable to make a judgement on the relevant matters, the presider shall ask the meeting to defer the vote on such proposals.

The directors who suggest suspending the voting shall put forward specific requirements necessary for the resubmission of a proposal.

Article 39 The directors present shall sign the minutes of the meeting and the resolutions on their own behalf and on behalf of those directors who have appointed them to attend the meeting. If a director disagrees with the minutes of a meeting or the record of a resolution, he/she may make a written statement to that effect at the time of signing.

A director shall be deemed to be in full agreement with the contents of the minutes and resolutions if he/she neither signs the same nor gives a written explanation of his dissenting opinion as required by the preceding clause.

Article 40 The directors shall be responsible for the resolutions of the Board. If a resolution of the Board of directors violates laws, regulations or the Articles of Association of the Company and causes the Company to suffer loss, directors who participated in the resolution shall be liable to the Company for compensation; but that if it is proved that certain director(s) expressed his/her dissenting opinion at the time of voting and recorded that in the minutes of the meeting, he/she shall be exempted from liability. A director who does not attend a meeting, nor appoint a proxy, nor give written advice on any matter before or at the time of the meeting shall be deemed not to have dissented and shall not be relieved of such liability.

– VI-11 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

APPENDIX VI

Chapter 5 Minutes

Article 41 Minutes shall be kept of meetings of the Board and shall be signed by the directors present and by the recorder. A director who is present at a meeting shall be entitled to have an explanatory note made in the minutes of what he has said at the meeting.

In addition to the minutes of meetings, the Secretary of the Board may, if necessary, take concise minutes of the proceedings of the meetings and make separate minutes of the resolutions formed at the meetings based on the results of the voting.

The secretary of the Board shall be responsible for the custody of the written information such as attendance books, power of attorney, votes, minutes, resolutions, etc. for a period of not less than ten years.

Article 42 The minutes of the Board meetings shall include the following;

• (1) the date and place of the meeting and the name of the person convening it;

• (2) the names of the directors present and the names of those directors (proxies) who are appointed by others to attend the Board meeting;

• (3) agenda for the meeting;

• (4) the main points and key comments of the directors’ speeches (including any concerns or objections);

• (5) the manner of voting and the result of each resolution (the result of the vote shall indicate the number of votes cast in favour, against or abstention).

Article 43 If it is not possible to complete the minutes immediately after the meeting due to shortage of time, the secretary of the Board shall be responsible for completing the minutes within 3 days after the meeting and sending them to each director by reasonable means such as personal delivery, express mail or email. Each director shall sign the minutes of the meeting within 3 days of their receipt and shall deliver the signed minutes to the Company. If the directors have any comments or objections to the minutes, they may refuse to provide their signatures, but they shall send their written comments to the Company at the time and in the manner hereinbefore provided.

In the event of any error or omission in the minutes of the Board, the Secretary of the Board shall correct the same and the director shall sign the corrected minutes.

Chapter 6 Enforcement of Board Resolutions

Article 44 Once a resolution has been formed at a Board meeting, the executive identified in the resolution is responsible for organising and implementing it, and reporting the results to the Chairman.

– VI-12 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

APPENDIX VI

Article 45 The Chairman shall supervise the implementation of the Board’s resolutions, check the implementation of the resolutions and report on implementation of the resolutions at subsequent Board meetings.

The Secretary of the Board shall report to the Chairman of the Board in a timely manner on implementation of the Board’s resolutions and communicate the Chairman’s views to the relevant directors and the management of the Company in a factual manner.

The secretary of the Board may assist the Board in supervising and checking the implementation of the Board’s resolutions by collecting and inspecting relevant documents and communicating with relevant personnel.

The Board may require members of the management to report orally or in writing to the Board on implementation of the Board’s resolutions and on significant production and operation of the Company.

Chapter 7 Supplementary Provisions

Article 46 In case of any matters not covered in the Rules or in conflict with the provisions of then-effective laws, regulations, regulatory rules of the place where the Company’s shares are listed or other normative documents, or in conflict with the Articles of Association, the said provisions of laws, regulations, regulatory rules of the place where the Company’s shares are listed, other normative documents or the said Articles of Association shall prevail.

Article 47 These Rules are annexed to the Articles of Association. Unless otherwise specified, terms used herein shall have the same meanings ascribed to them in the Articles of Association.

Article 48 The rules shall be reviewed and passed by the general meeting of the Company and shall take effect and be implemented from the date of the Company’s initial public offering of A shares and listing on the Shanghai Stock Exchange. Since the effective date of the Articles of Association, the former Rules of Procedure of the Board of the Company shall be automatically invalidated.

Article 49 The Rules shall be interpreted by the Board.

– VI-13 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE SUPERVISORY COMMITTEE

APPENDIX VII

REMEGEN CO., LTD.

RULES OF PROCEDURES FOR THE Supervisory Committee

Chapter 1 General Provisions

Article 1 In order to give full play to the role of the Supervisory Committee, improve the corporate governance structure of the Company, promote the standardized operation of the Company, and safeguard the independent exercise of the supervisory powers by the Supervisory Committee, in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the ‘‘Company Law’’), the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of Shanghai Stock Exchanges, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and other laws, regulations, rules and regulatory documents, and Articles of Association of the Company (hereinafter referred to as the ‘‘Articles of Association’’), these rules of procedures are formulated based on the Company’s actual conditions.

Article 2 The Supervisory Committee is a standing supervisory body of the Company and is accountable to the general meeting, and shall monitor the compliance with laws and regulations during the performance of duties of the Company’s finance staff, directors, general manager and other senior management and protect the legitimate rights and interests of the Company and its shareholders.

Article 3 The Company shall have a Supervisory Committee. The Supervisory Committee comprises three supervisors, including shareholder representatives and an appropriate proportion of employee representatives. The proportion of employee representative supervisors in the Supervisory Committee shall be no less than one third of the supervisors appointed. The employee representatives of the Supervisory Committee shall be elected at the employee representatives’ meeting, employee meeting or otherwise democratically.

Article 4 The Supervisory Committee shall have one chairman, and shall be determined by two-thirds or more of the members of the Supervisory Committee.

Article 5 The method for discussions of the Supervisory Committee shall be Supervisory Committee meetings. Supervisory Committee meetings include regular meetings and extraordinary meetings. The Supervisory Committee shall hold one regular meeting every six months. A supervisor may propose to convene an extraordinary Supervisory Committee meeting.

Article 6 The Supervisory Committee shall convene an extraordinary meeting within ten days if:

• (1) a supervisor proposes to convene such a meeting;

– VII-1 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE SUPERVISORY COMMITTEE

APPENDIX VII

• (2) a resolution is passed at a general meeting or a Board meeting that violates laws, regulations, regulatory documents, various stipulations and requirements of regulatory authorities, the Articles of Association, resolutions of general meetings of the Company and other relevant regulations;

• (3) any misconduct of directors and senior management is likely to cause significant damage to the Company or to cause adverse effects in the market;

• (4) lawsuits are filed by shareholders against the Company, directors, supervisors or senior management;

• (5) administrative penalties are imposed on the Company, directors, supervisors or senior management; or

• (6) other circumstances as stipulated by laws, regulations, regulatory documents or the Articles of Association occur.

Chapter 2 Powers and functions of the Supervisory Committee

Article 7 The Supervisory Committee shall exercise the following functions and powers:

• (1) to check the financial condition of the Company and review the periodic reports of the Company prepared by the Board and express its written opinion;

• (2) to monitor the performance of duties in the Company by directors and senior management and propose dismissal of directors and senior management who have violated laws, administrative regulations, the Articles of Association or the resolutions of general meetings;

• (3) to require directors and senior management to make corrections if their conduct has damaged the interests of the Company;

• (4) to propose the convening of extraordinary general meetings and, in case the Board does not perform the obligations to convene and preside over the general meetings in accordance with the Company Law, to convene and preside over the general meetings;

• (5) to make proposals to the general meetings;

• (6) To initiate legal proceedings against directors and senior management in accordance with laws;

• (7) to conduct investigation if there is any doubt or any unusual circumstances in the Company’s operations; if necessary, to engage an accounting firm, law firm or other professional institutions to assist in their work at the expenses of the Company;

– VII-2 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE SUPERVISORY COMMITTEE

APPENDIX VII

• (8) to verify the financial information such as the financial report, business report and plans for distribution of profits to be submitted by the Board to the general meetings and, in case any queries arise, to authorize, in the name of the Company, a re-examination by the certified public accountants and practising auditors of the Company for the time being; and

• (9) to exercise any other powers and functions stipulated in the Articles of Association.

Article 8 The Supervisory Committee shall supervise the Company’s investments, property disposals, acquisitions, connected transactions, mergers and demergers, and the due diligence of the Board, directors and senior management, and submit special reports to the general meetings.

When the directors and senior management of the Company commit any material misconduct or damage the interests of the Company, the Supervisory Committee shall require them to make corrections and, if necessary, may propose to the general meeting or the Board for removal or dismissal of relevant persons. The general meeting and the Board shall discuss and vote on the proposals of the Supervisory Committee.

Article 9 The Supervisory Committee shall oversee the Company’s internal control system to ensure that the Company implements effective internal control measures to prevent possible risks.

Article 10 At the annual general meeting, the Supervisory Committee shall read their special report of the Company for the last year which shall include:

• (1) the examination of the financial situation;

• (2) the performance of duties in the Company by directors and senior management and the implementation of the relevant laws and regulations, the Articles of Association and the resolutions of the general meetings;

• (3) other important events that the Supervisory Committee shall report to the general meetings.

If the Supervisory Committee considers necessary, it may give opinion on the motion examined at general meeting and delivers independent reports.

Article 11 All reasonable expenses incurred in respect of the employment of professional organizations such as law firms and accounting firms by the Supervisory Committee in exercising its functions and powers shall be borne by the Company.

– VII-3 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE SUPERVISORY COMMITTEE

APPENDIX VII

Article 12 The Supervisory Committee has the right to propose and urge the Board to convene an extraordinary general meeting in accordance with the provisions of the Articles of Association if:

• (1) the Supervisory Committee is unable to effectively perform its supervisory functions;

• (2) the fundamental interests of shareholders are at stake;

• (3) the Supervisory Committee considers that the resolution of the Board on the relevant connected transaction lacks fairness and reasonableness and it is not possible to reach agreement with the Board on such matters; or

• (4) other necessary circumstances arise.

The Supervisory Committee may propose to the Board to convene an extraordinary general meeting by submitting a writing proposal listing the complete topics and content of the meeting. The Supervisory Committee shall ensure that the content of the proposal is in compliance with the laws, regulations and the Articles of Association of the Company.

Article 13 The supervisors shall attend the general meetings of the Company. The supervisors shall cooperate with the Board in making replies and explanations in respect of enquiries and suggestions made by shareholders, other than matters involving the business secrets of the Company that may not be disclosed at the general meetings.

Article 14 The supervisors shall attend the Board meetings of the Company and perform their supervisory duties with respect to the legality of the procedures of the Board meetings, the recusal of related directors from voting, the compliance of the content of the Board resolutions with the laws and regulations and the Articles of Association, and the actual needs of the Company.

Article 15 The Supervisory Committee has the right to recommend an external audit firm to the general meetings of the Company; the Supervisory Committee also has the right to understand and inquire about the Company’s operations and is obligated to maintain confidentiality of such information.

Article 16 The directors, senior management and other staff of the Company shall provide necessary assistance to the supervisors in the normal performance of their duties and shall not interfere with or obstruct them. The reasonable expenses incurred by the supervisors in performing their duties shall be borne by the Company.

Article 17 The Supervisory Committee’s supervision record and results of financial or specific inspection will serve as important basis for performance assessment of directors, general manager and other senior management.

– VII-4 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE SUPERVISORY COMMITTEE

APPENDIX VII

Chapter 3 Proposal and Convening of Meetings

Article 18 Before giving the notice on convening a regular meeting, the office of the Supervisory Committee shall solicit proposals for the meeting from all supervisors and provide at least 3 days to solicit opinions from the employees. When soliciting proposals and opinions, the office of the Supervisory Committee shall explain that the Supervisory Committee focuses on the supervision of the standard operation of the Company and the performance of the duties of the directors and senior management rather than making decisions on the operation and management of the Company.

Article 19 If a supervisor proposes to convene an extraordinary meeting of the Supervisory Committee, he/she shall submit a written proposal signed by him/her to the office of the Supervisory Committee or directly to the chairman of the Supervisory Committee. The written proposal shall set forth the following:

• (1) the name of the proposing supervisor;

• (2) the reason or objective circumstance for the proposal;

• (3) the time or duration, venue and form of the proposed meeting;

• (4) clear and specific motions; and

• (5) contact information of the proposing supervisor and date of proposal, etc.

Within 3 days after the office of the Supervisory Committee or the chairman of the Supervisory Committee receives a written proposal from a supervisor, the office of the Supervisory Committee shall issue a notice to convene an extraordinary meeting.

Article 20 The meeting of the Supervisory Committee shall be convened and presided over by the chairman of the Supervisory Committee; if the chairman of the Supervisory Committee is unable to or fails to carry out his/her duties, a supervisor elected by above half of the supervisors shall convene and preside over the meeting.

Chapter 4 Notice of the Supervisory Committee

Article 21 The method for discussions of the Supervisory Committee shall be Supervisory Committee meetings. As for the voting on a resolution of the Supervisory Committee, each supervisor shall have one vote. For convening the regular meetings and extraordinary meetings of the Supervisory Committee, the office of the Supervisory Committee shall deliver the written meeting notice to all supervisors by hand, courier, fax or e-mail 10 days and 5 days in advance.

Where an extraordinary meeting of the Supervisory Committee needs to be convened in emergency, the notice of meeting may be sent by telephone or by other verbal means, but the convener shall make explanations at the meeting.

– VII-5 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE SUPERVISORY COMMITTEE

APPENDIX VII

Article 22 Notice of a meeting shall at least include:

• (1) the date, venue and duration of the meeting;

• (2) reasons and details of the matter(s) to be discussed;

• (3) date of issuance of the notice;

• (4) the convener and presider of the meeting, the proposer of the extraordinary meeting and his/her written proposal;

• (5) meeting materials necessary for supervisors to vote;

• (6) the requirements that the supervisor shall attend the meeting in person; and

• (7) contact person and address.

The verbal notice shall at least include the information of the aforementioned item (1) and (2) and the explanations on holding the extraordinary meeting of the Supervisory Committee under urgent circumstance.

Chapter 5 Convening and Resolution of Meetings

Article 23 Regular and extraordinary meetings of the Supervisory Committee may be convened and voting can be conducted by on-site meetings or communication means or a combination of the two methods.

No Supervisory Committee meeting may be held unless attended by half of supervisors.

Article 24 The presider of the meeting shall ask the attending supervisors for their opinions on each of the proposals.

The presider shall request the directors and senior management to answer for inquiries on site according to the suggestions of the supervisors.

Article 25 As for the voting on a resolution of the Supervisory Committee meeting, each supervisor shall have one open vote.

Supervisors may vote for or against the proposal or abstain from voting. Attending supervisors shall choose one of the above-mentioned intentions; if they do not choose or choose more than two intentions simultaneously, the presider of the meeting shall have the right to ask relevant supervisors to make choice again; if the supervisors refuse to make choice, it shall be regarded as abstaining; if the supervisors leave the meeting venue halfway without making a choice, it shall be regarded as abstaining.

A resolution of the Supervisory Committee must be approved by two-thirds or more of the supervisors. A resolution of the SupervisoryCommittee shall be confirmed by the signature of the attending supervisors at the meeting.

– VII-6 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE SUPERVISORY COMMITTEE

APPENDIX VII

Article 26 The Supervisory Committee shall assign a person to take minutes of the on-site meeting. The minutes of the Supervisory Committee shall include:

• (1) the session, time, venue and form of the proposed meeting;

• (2) issuance of the meeting notice;

• (3) the convener and presider of the meeting;

• (4) meeting attendance;

• (5) the proposals discussed at the meeting, the main points of each supervisor’s speech and main opinions on the matters, and the intention to vote on the proposals;

• (6) method and results of the voting for each proposal (the voting result should specify the number of votes for and against the proposal or abstention); and

• (7) other issues that the attending supervisors consider necessary.

Article 27 The minutes of the meeting shall be confirmed by the signature of the attending supervisors at the meeting. Supervisors dissenting from the meeting minutes shall make a written statement at the time of signing.

Supervisors that neither sign in accordance with the provisions of the preceding paragraph, nor make a written statement or report to the supervisory department to explain their dissenting opinion or publish a public statement, are deemed to fully agree with the contents of the meeting minutes.

Article 28 Supervisors shall supervise the implementation of the resolutions of the Supervisory Committee. The chairman of the Supervisory Committee shall report on the execution of the resolutions passed on the Supervisory Committee meeting.

Article 29 A person designated by the chairman of the Supervisory Committee is responsible to keep the meeting documents of the Supervisory Committee, including the meeting notice and the meeting materials, the attendance book of the meeting, the meeting audio recordings, votes, meeting minutes and resolutions confirmed and signed by the supervisors. The meeting documents of the Supervisory Committee shall be kept for a period of not less than ten years.

– VII-7 –

PROPOSED FORMULATION OF THE RULES OF PROCEDURES FOR THE SUPERVISORY COMMITTEE

APPENDIX VII

Chapter 6 Supplemental Provisions

Article 30 In case of any matters not covered in these Regulations or in conflict with the provisions of laws, regulations, regulatory rules of the place where the Company’s shares are listed, or other normative documents, as promulgated after these regulations come into effect, or in conflict with the Articles of Association, the said provisions of laws, regulations, regulatory rules of the place where the Company’s shares are listed, other normative documents or the said Articles of Association shall prevail.

Article 31 These rules shall be annexed to the Articles of Association. Unless otherwise specified, terms used herein shall have the same meanings ascribed to them in the Articles of Association.

Article 32 The rules shall be reviewed and passed by the general meeting of the Company and shall take effect and be implemented from the date of the Company’s initial public offering of A shares and listing on the Shanghai Stock Exchange. Since the effective date of the Articles of Association, the original Rules of Procedure of the Supervisory Committee of the Company shall be automatically invalidated.

Article 33 These rules shall be interpreted by the Supervisory Committee.

– VII-8 –

APPENDIX VIII PROPOSED FORMULATION OF THE TERMS OF REFERENCE FOR THE INDEPENDENT NON-EXECUTIVE DIRECTORS

REMEGEN CO., LTD.

TERMS OF REFERENCE FOR THE INDEPENDENT NON-EXECUTIVE DIRECTORS

Chapter 1 General Provisions

Article 1 In order to further consummate corporate governance structure of RemeGen Co., Ltd. (the ‘‘Company’’), improve the structure of the Board of Directors, strengthen the discipline and supervision mechanism for internal directors and managers, protect the interests of small and medium shareholders and creditors, and promote the standardized operation of the Company, these rules are formulated in accordance with relevant laws and regulations of the Company Law of the People’s Republic of China (the ‘‘Company Law’’), the Securities Law of the People’s Republic of China, and Guiding Opinions on Establishing an Independent Director System in Listed Companies and the requirements of the articles of association of the Company (the ‘‘Articles of Association’’).

Article 2 Independent director means a director who does not take any position of the Company except independent director, and he/she has not any relationship, which will bias his objective judgment, with the Company and the major shareholder of the Company. The term ‘‘independent director’’ in these rules shall have the meaning given to it under the Rules Governing the Listing of Securities on the Stock Exchange in Mainland China and shall also mean ‘‘independent non-executive director’’ under the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited.

Article 3 Independent director owes the Company and all the shareholders fiduciary and diligent duties. Independent director shall perform duties conscientiously and safeguard the overall interests of the Company in accordance with the relevant national laws and regulations and the requirements of the Articles of Association.

Article 4 Independent directors shall perform duties independently and shall not be influenced by the Company’s major shareholders, actual controllers or other units or persons having interest relations with the Company. Article 5 More than one-third of the members of the Board shall be independent directors and at least one of them shall be an accounting professional (the accounting professional shall mean a person who holds senior accountant title or is qualified as a certified accountant).

Article 6 Independent directors appointed by the Company shall take positions in five listed companies at most and shall have sufficient time and efforts to effectively perform duties of the independent director.

– VIII-1 –

APPENDIX VIII PROPOSED FORMULATION OF THE TERMS OF REFERENCE FOR THE INDEPENDENT NON-EXECUTIVE DIRECTORS

Chapter 2 Independence and Qualification of Independent Directors

Article 7 The independent directors appointed by the Company shall be independent and the following persons shall not act as an independent director:

• (1) persons working for the Company or its affiliates and their immediate family members and major social relations (immediate family members refer to spouses, parents, children, etc.; major social relations refer to siblings, parents of the spouse, spouses of children, spouses of siblings, and siblings of the spouse);

• (2) any natural person shareholder who directly or indirectly holds more than 5% of the issued shares of the Company or are among the top ten shareholders of the Company and their immediate family members;

• (3) any person who works for a shareholder who directly or indirectly holds more than 5% of the issued shares of the Company or who works for the top five shareholders of the Company and their immediate family members;

• (4) any person who works for the Company’s actual controller and its affiliates;

• (5) any person who provides financial, legal and advisory services to the Company and its controlling shareholder or their respective affiliates, including all members of the project team of the intermediary providing the services, reviewers at all levels, persons signing the reports, partners and primary responsible persons;

• (6) any person who acts as a director, supervisor or senior management officer in an entity with which the company and its controlling shareholder or their respective affiliates have significant business dealings, or acts as a director, supervisor or senior management officer in an entity of the controlling shareholder of the entity with which the business dealings are conducted;

• (7) any person who falls into categories (I) to (VI) in the preceding year;

• (8) any person who has acquired an interest in any securities of a listed issuer by way of a gift or other financial assistance (equity) from the Company or its core connected persons;

• (9) any person who has been a director, partner or principal of, or a professional adviser providing services to, the company, its controlling shareholder, or their respective affiliates or core related connected persons within two years prior to his or her appointment;

• (10) other person as may be required by the regulatory rules of the place where the shares of the Company are listed and the Articles of Association; and

• (11) other person identified by the securities regulatory authority at the location where the shares of the Company are listed.

– VIII-2 –

APPENDIX VIII PROPOSED FORMULATION OF THE TERMS OF REFERENCE FOR THE INDEPENDENT NON-EXECUTIVE DIRECTORS

Article 8 Independent directors shall satisfy the following basic requirements:

• (1) being qualified to act as a director of a listed company in accordance with the laws, administrative regulations and other relevant provisions;

• (2) having the independence required by the regulatory rules of the place where the shares of the Company are listed and by these rules, and shall not be influenced by the Company’s major shareholders, actual controllers or other units or persons having interest relations with the Company;

• (3) having the basic knowledge about operations of listed companies, and proficient in relevant laws, administrative regulations and rules;

• (4) having more than five years’ experience in legal, economic, financial, fiscal or other work experience required for fulfilling duties as independent director and having obtained a certificate of qualification for independent directors in accordance with the relevant regulations; if they have not obtained a certificate of qualification for independent directors at the time of nomination, they should undertake in writing to attend training on qualification as an independent director and obtain a certificate of qualification for independent directors;

• (5) ensuring that he/she shall have the necessary time and effort to perform his duties, and be diligent and conscientious; and

• (6) other conditions as may be required by the regulatory rules of the place where the shares of the Company are listed and the Articles of Association;

Article 9 A candidate for independent director should have no adverse record of:

• (1) being subject to administrative penalties imposed by the securities regulatory authority at the location where the shares of the Company are listed in the last three years;

• (2) being in a period when the stock exchange where the shares of the Company are listed publicly determines that he/she is unfit to be a director of a listed company;

• (3) having been openly reprimanded or criticized by notice for more than two times by the stock exchange where the shares of the Company are listed in the last three years;

• (4) having failed to attend two consecutive meetings of the Board or having failed to attend in person more than one-third of the meetings of the Board during his/her tenure as an independent director;

• (5) having expressed independent views that are clearly inconsistent with the facts during his/her tenure as an independent director.

Article 10 The independent director is required to inform the Company as soon as practicable if there is any change of circumstances that may affect his/her independence.

– VIII-3 –

APPENDIX VIII PROPOSED FORMULATION OF THE TERMS OF REFERENCE FOR THE INDEPENDENT NON-EXECUTIVE DIRECTORS

Chapter 3 Nomination, Election and Change of Independent Directors

Article 11 The Board of Directors, Supervisory Committee, shareholders who alone or jointly hold more than 1% of shares of the Company can nominate candidate of independent directors, and determined by voting at a shareholders’ general meeting.

The nominator of an independent director shall obtain the consent of the nominee before nomination. The nominator shall fully understand the basic information of the nominee, including his occupation, academic qualifications, job position, detailed fulltime and part-time work experience, and shall also express his opinions on the qualification and independence of the candidate as an independent director, and the nominee shall declare that he does not have any relationship with the Company which may affect his independent and objective judgment.

Article 12 The term of office of independent directors is the same as other directors, and the term is renewable upon re-election when it expires, but the renewed term shall not exceed six years.

If an independent director fails to attend three consecutive meetings of the Board in person, the Board shall propose to the general meeting for removal of such director. Except for the above circumstances and the circumstances specified in the Company Law which preclude a director from acting as a director, an independent director shall not be removed prior to the expiry of his/her term with no reasons.

Article 13 An independent director may resign before the term of office expires. The independent director must submit a written resignation notice to the Board to specify matters that are related with the resignation or they consider notable for the Company’ s shareholders and creditors.

If the resignation of an independent director causes the number of independent director fall under the minimum number required by these rules, the resignation notice of the independent director shall not become effective until the vacancy so caused is filled by the successor.

Article 14 The Company shall elect new independent directors to fill a gap with the number required herein when such independent director fails to meet the requirement of independence or is found not to be fit for duties as an independent director.

Chapter 4 Duties of Independent Directors

Article 15 The independent directors shall perform duties independently and fairly and shall not be influenced by the Company’s major shareholders, actual controllers or other units or persons having interest relations with the Company. If any matter under consideration is found to affect their independence, they should declare this to the Company and abstain of such matter. If there are circumstances that clearly affect independence their tenure, they should inform the Company in a timely manner and propose measures to resolve the situation, and if necessary, they should resign.

– VIII-4 –

APPENDIX VIII PROPOSED FORMULATION OF THE TERMS OF REFERENCE FOR THE INDEPENDENT NON-EXECUTIVE DIRECTORS

Article 16 The independent directors shall safeguard the interests of the Company and all shareholders, understand the production, operation and functioning of the Company, and give full play to their role in investor relationship management.

The independent directors shall submit annual report, stating their fulfillment of duties, of independent directors to the shareholders at the annual general meeting.

Article 17 In addition to attending Board meetings, the independent directors shall ensure that they spend not less than ten days a year on on-site inspections of the Company’s production and operation, the construction and implementation of management and internal control systems, and the implementation of resolutions of the Board.

Article 18 In order to give full play to the role of independent directors, the independent directors have the following special authorities and duties in addition to those conferred on them by relevant national laws and regulations:

• (1) the significant related party/connected transactions (defined as connected transactions with related parties with an aggregate amount of more than RMB3 million or more than 5% of the company’s latest audited net asset value) that the Company intends to enter into with related/connected parties should be approved by the independent directors and submitted to the Board for discussion; the independent directors may engage an intermediary to issue an independent financial adviser’s report as a basis for their judgment before making their judgment;

• (2) to propose to the Board the appointment and removal of auditors;

• (3) to propose to the Board the convening of an extraordinary general meeting;

• (4) to propose the convening of a Board meeting;

• (5) to solicit voting rights openly from shareholders prior to a general meeting;

• (6) to engage an independent intermediary agency to provide professional advices if necessary; the relevant costs shall be borne by the Company;

• (7) to perform other authorities and duties by the laws, administrative regulations, departmental rules, regulatory documents, rules of self-regulation and the Articles of Association.

The independent directors shall seek the consent of more than half of the independent directors in exercising the above mentioned authorities and duties.

Article 19 In addition to the above authorities and duties, the independent directors shall provide independent views on the following significant matters:

• (1) external guarantees;

• (2) significant related/connected party transactions;

– VIII-5 –

APPENDIX VIII PROPOSED FORMULATION OF THE TERMS OF REFERENCE FOR THE INDEPENDENT NON-EXECUTIVE DIRECTORS

• (3) nomination, appointment and removal of directors;

• (4) appointment and dismissal of senior management;

• (5) remuneration and equity incentive plans for directors and senior management;

• (6) change of purposes of use of proceeds;

• (7) the excess funds being used for permanent replenishment of working capital or repayment of bank loans;

• (8) formulating a proposal for conversion of the reserve into share capital;

• (9) formulating a profit distribution policy, profit distribution plan and cash dividend plan;

• (10) changes in accounting policies, accounting estimates or corrections of significant accounting errors for reasons other than changes in accounting standards;

• (11) a non-standard unqualified audit report on the financial accounting report of the listed company being issued by a certified public accountant;

• (12) appointment and dismissal of accounting firm;

• (13) management buyout;

• (14) major reorganisation;

• (15) repurchase of Shares through call auction;

• (16) internal control evaluation report;

• (17) a proposal for change of commitment by the listed company’s committed related parties;

• (18) the effect of issuing preferred shares on the interests of the various classes of shareholders of the Company;

• (19) other matters prescribed by laws, administrative regulations, departmental rules, regulatory documents, rules of self-regulation and the Articles of Association or identified by the securities regulatory authority;

• (20) other matters which, in the opinion of the independent directors, may prejudice the interests of the listed company and its minority shareholders.

Article 20 The types of independent opinions issued by the independent directors include consent, reservations and reasons, objections and reasons, and the inability to issue their opinions and the obstacles thereto, and the opinions expressed should be clear and unambiguous.

– VIII-6 –

APPENDIX VIII PROPOSED FORMULATION OF THE TERMS OF REFERENCE FOR THE INDEPENDENT NON-EXECUTIVE DIRECTORS

The Company shall disclose the views of the independent directors if the relevant matter is one that requires disclosure. If no consensus is reached by independent Directors, the Board shall disclose the opinions of each independent director respectively.

The independent directors should sign to confirm the independent opinion issued and report the above opinion to the Board in a timely manner.

Chapter 5 Working Conditions of Independent Directors

Article 21 The secretary to the Board of directors shall assist and cooperate with independent directors in their discharge of duties. The company should ensure that independent directors have the same right to information as other directors. Any matter to be decided by the Board shall be notified to the independent directors in advance by the time as required by law, and sufficient information shall be provided. When two and above independent Directors think the materials are inadequate or the proof is indefinite, they can propose to the Board in writing to postpone the meeting or approval of the matter, and the Board shall agree. The information provided by the Company to the independent directors should be retained by the Company and the independent directors themselves for at least five years.

Article 22 The independent directors have the right to participate in the specialised committees established under the Board of the Company and are qualified to act as convenors of the specialised committees in the Audit Committee, the Nomination Committee and the Remuneration and Evaluation Committee in order to give full play to the role of independent directors in promoting and supervising the operation and development of the Company and its standardised operation.

Article 23 When an independent director exercises his/her powers, the relevant personnel of the Company shall actively cooperate with him/her and shall not refuse, obstruct or conceal them, nor interfere with the independent exercise of his or her authorities.

Article 24 The fees for engaging an intermediary and other reasonable expenses incurred by the independent directors in the exercise of their authorities under the law shall be borne by the Company.

Article 25 The Company shall give the independent director an appropriate allowance. The standard of allowance will be determined by the Board and approved by the general meeting.

Except the above allowance, the independent directors shall not obtain other additional benefits from the Company and its substantial shareholders or any other interested entity or individual.

– VIII-7 –

APPENDIX VIII PROPOSED FORMULATION OF THE TERMS OF REFERENCE FOR THE INDEPENDENT NON-EXECUTIVE DIRECTORS

Chapter 6 Working Rules of Independent Directors’ Periodic Reporting

Article 26 The independent directors should perform their duties and obligations diligently and conscientiously in the regular preparation and disclosure process of the Company. During the periodic reporting exercise, the independent directors should communicate with the management of the Company and gain a comprehensive understanding of the production, operation and regulation of the Company, and conduct site visits as far as possible. A written record shall be kept during the performance of the periodic reporting duties and the signature of the person concerned is required on important documents.

Article 27 The independent directors are under a duty of confidentiality in the preparation of periodic reports. The contents of the annual report shall not be divulged in any form to the outside world prior to the publication of the periodic report.

Article 28 If there is disagreement on specific matters in the periodic report, and subject to the consent of at least one-half of all independent directors, external auditors and advisers may be engaged independently and the related costs incurred shall be borne by the Company.

Chapter 7 Supplemental Provisions

Article 29 In case of any matters not covered in these rules or in conflict with the provisions of laws, regulations, regulatory rules of the place where the Company’s shares are listed, or other normative documents, as promulgated after these regulations come into effect, or in conflict with the Articles of Association, the said provisions of laws, regulations, regulatory rules of the place where the Company’s shares are listed, other normative documents or the said Articles of Association shall prevail.

Article 30 The terms ‘‘above’’ and ‘‘at least’’ as referred to in these rules includes the number itself while the terms and ‘‘less than’’, ‘‘lower than’’, ‘‘more than’’, ‘‘higher than’’ does not.

Article 31 These rules shall be reviewed and passed by the general meeting of the Company and shall take effect and be implemented from the date of the Company’s initial public offering of A shares and listing on the Shanghai Stock Exchange. The former Terms of Reference for Independent Non-executive Directors of the Company shall automatically cease to have effect from the effective date of these rules.

Article 32 These rules shall be interpreted by the Board.

– VIII-8 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR RELATED (CONNECTED) TRANSACTIONS

APPENDIX IX

REMEGEN CO., LTD.

MANAGEMENT POLICIES FOR RELATED (CONNECTED) TRANSACTIONS

Chapter I General Provisions

Article 1 In order to improve the management of the related party/connected transactions by RemeGen Co., Ltd. (hereinafter referred to as the ‘‘Company’’), effectively prevent and control the operating risks, guarantee the legality, fairness and reasonableness of the related party/connected transactions and protect the legitimate rights and interests of the Company and its shareholders as a whole, in accordance with the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Administrative Measures for the Disclosure of Information of Listed Companies, the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the ‘‘SSE STAR Listing Rules’’), the Guidelines for the Implementation of Related Party Transactions of Shanghai Stock Exchange Listed Companies , the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the ‘‘HKEX Listing Rules’’), the Accounting Standards for Business Enterprises, the Hong Kong Financial Reporting Standard and other laws, regulations, rules and regulatory documents and the Articles of Association of RemeGen Co., Ltd. (hereinafter referred to as the ‘‘Articles of Association’’), these Rules are formulated.

Article 2 The Rules apply to the Company and its subsidiaries that are included in the Company’s consolidated accounting statements.

Article 3 The Rules shall be binding on and observed by the shareholders, directors, supervisors and senior management of the Company.

Article 4 The Company shall enter into written agreements in accordance with the principles of fairness, equity and openness in its related party/connected transaction activities. The agreement should be entered into on an equal, voluntary, equivalent and compensatory basis, and the content of the agreement should be clear, specific and in compliance with the relevant provisions of the SSE STAR Listing Rules and the HKEX Listing Rules.

Chapter II Identification of Related/Connected Party and Related Party/Connected Transaction

Article 5 Related/Connected Parties of the Company include related parties defined in the SSE STAR Listing Rules and other Chinese securities regulation rules as well as connected persons defined in the HKEX Listing Rules and other Hong Kong securities regulation rules.

Article 6 In accordance with the provisions of the SSE STAR Listing Rules, a related party of the Company refers to any of the following natural persons, legal persons, or other organizations:

• (i) any natural person, legal person, or other organization who directly or indirectly controls the Company;

– IX-1 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR RELATED (CONNECTED) TRANSACTIONS

APPENDIX IX

• (ii) any natural person who directly or indirectly holds more than 5 percent of the shares of the Company;

• (iii) the directors, supervisors or senior officers of the Company;

• (iv) close family members of the related natural persons referred to in Item (i), (ii) and (iii) of this Article, including their spouse, children aged 18 or above and their spouse, parents and parents-in-law, siblings and their spouse, spouse’s siblings, and children’s parents-in-law;

• (v) any legal person or other organization that directly holds more than 5 percent of the shares of the Company;

• (vi) the directors, supervisors, senior officers, or other principal person-in-charge of any legal person or other organization that directly or indirectly controls the Company;

• (vii) any legal person or other organization, other than the Company or its controlled subsidiary, which is controlled either directly or indirectly by a related legal person or related natural person as enumerated in Subparagraphs (i) to (vi) of this Paragraph, or in which such related natural person other than an independent director serves as a director or senior officer;

• (viii) any legal person or other organization that indirectly holds more than 5 percent of the shares of the Company;

• (ix) any other natural person or legal person or other organization, as determined by the China Securities Regulatory Commission (hereinafter referred to as the ‘‘CSRC’’), the Shanghai Stock Exchange or the Company in accordance with the principle of substance over form, that has a special relationship with the Company which may cause the Company to act in the favour of his or its interests.

Any legal person, other organization or natural person shall be deemed as a related party of the Company if it/he/she is any of those identified in the preceding paragraph within 12 months before the date of occurrence of a transaction or after the effectiveness of the relevant agreement for the transaction or the implementation of the arrangement for the transaction.

– IX-2 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR RELATED (CONNECTED) TRANSACTIONS

APPENDIX IX

Where the Company and any legal person or other organization directly or indirectly controlled by the legal person or other organization identified in Item (i) of this Article are under the common control of a state-owned asset administration authority, there shall be no resulting related party relationship between them, unless the legal representative, CEO, person-in-charge, or the majority of the directors of such legal person or other organization serve concurrently as a director, supervisor or senior officer of the Company.

Article 7 In accordance with the provisions of the HKEX Listing Rules, a connected person of the Company is:

• (i) a director (including any person who was a director of the Company or any of its subsidiaries in the last 12 months), supervisor, chief executive or substantial shareholder of the Company or any of its subsidiaries (hereinafter referred to as the ‘‘Core Connected Persons’’). A substantial shareholder means a person who is entitled to exercise, or control the exercise of, 10% or more of the voting power at any general meeting of the Company or each of its subsidiaries;

• (ii) an associate of any of the above core connected persons (defined in Chapter IX herein);

• (iii) a non-wholly-owned subsidiary of the Company where any Core Connected Person(s) and their associates (other than at the level of its subsidiaries) are (individually or together) entitled to exercise or control the exercise of, 10% or more of the voting power at any general meeting of such non-wholly owned subsidiary;

• (iv) any subsidiary of such non-wholly-owned subsidiaries of the Company as mentioned in the above Subparagraph (iii);

• (v) a person deemed to be connected by The Stock Exchange of Hong Kong Limited (hereinafter referred to as the ‘‘HKEX’’).

Article 8 Other than the non-wholly-owned subsidiaries and their subsidiaries of the Company provided in Item (iii) and (iv) of Article 7 herein, any other subsidiaries of the Company are not connected persons of the Company. A director, supervisor, senior officer or substantial shareholder of the Company’s insignificant subsidiary or subsidiaries (defined in Chapter IX herein) does not constitute a connected person of the Company.

Article 9 In addition to the abovementioned persons, the related/connected parties of the Company also include any natural person, legal person or other organization identified as a related/connected party in accordance with the rules of the CSRC, the Shanghai Stock Exchange, the HKEX and other domestic/foreign securities regulatory authorities coming into force from time to time thereafter. In the event of any conflict between the definition of a related/connected party hereunder and the laws or regulations such as the SSE STAR Listing Rules and the HKEX Listing Rules coming into force from time to time thereafter, the relevant laws and regulations in force on the date when the laws and regulations define the related/connected party shall prevail.

– IX-3 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR RELATED (CONNECTED) TRANSACTIONS

APPENDIX IX

Article 10 Related party/connected transactions of the Company include related party transactions defined in the SSE STAR Listing Rules and other Chinese securities regulation rules as well as connected transactions defined in the Hong Kong Listing Rules and other Hong Kong securities regulation rules. In accordance with the provisions of the SSE STAR Listing Rules, the related party transactions refer to any transaction between the Company or any of its subsidiaries and other entities within the scope of its consolidated financial statements and a related party of the Company.

In accordance with the provisions of the HKEX Listing Rules, the connected transactions refer to any transaction between the Company or any of its subsidiaries and a connected party of the Company, including but not limited to leasing, licensing, provision of products, provision of guarantees, provision of financial assistance, issue of shares, provision of services or shared services, establishment of joint venture arrangements.

Article 11 In accordance with the provisions of the SSE STAR Listing Rules, the related party transactions of the Company include but are not limited to:

• (i) purchasing or selling assets;

• (ii) making external investments (except for purchasing bank wealth management products);

• (iii) transferring or acquiring R&D projects;

• (iv) signing license agreements;

• (v) provision of guarantees;

• (vi) lease-in/lease-out of assets;

• (vii) appointing others or being appointed for management of assets or business;

• (viii) donating or receiving assets;

• (ix) restructuring debts or claims;

• (x) providing financial assistance;

• (xi) other transactions identified by the Shanghai Stock Exchange.

In addition to the abovementioned transactions, any matter occurring in the ordinary course of business which may lead to transfer of resources or obligations also constitutes a connected transaction.

– IX-4 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR RELATED (CONNECTED) TRANSACTIONS

APPENDIX IX

Article 12 In accordance with the provisions of the HKEX Listing Rules, the connected transactions of the Company may be one-off transactions or continuing transactions.

One-off connected transactions are connected transactions other than the continuing connected transactions described below.

A continuing connected transaction is a connected transaction involving goods, services or the provision of financial assistance that is expected to be carried out on a continuing or recurring basis over a period of time, usually in the ordinary course of the Company’s business, including but not limited to:

• (i) selling products and goods;

• (ii) providing or accepting labour services;

• (iii) appointing others or being appointed for sales;

• (iv) signing license agreements;

• (v) transferring or acquiring R&D projects;

• (vi) appointing others or being appointed for management of assets or business;

• (vii) lease-in/lease-out of assets;

• (viii) providing financial assistance;

• (ix) any other matter which shall be identified as a continuing transaction in accordance with the provisions of the HKEX Listing Rules.

Chapter III Management of Related Party/Connected Transactions

Article 13 The General Meetings of the Company shall be responsible for the approval of related party/connected transactions that should be decided by the general meeting as stipulated by laws and regulations as well as securities regulatory authorities.

The Board of Directors of the Company shall be responsible for the approval of related party/ connected transactions other than those specified in the preceding paragraph and other related party/connected transactions as prescribed by the securities regulatory authorities.

The Audit Committee of the Board of Directors of the Company shall be responsible for the confirmation of the list of related/connected parties of the Company, the overall review of related party/connected transactions and the regular review of the overall situation of related party/connected transactions of the Company, which specifically include the verification of the decision-making and performance of related party/connected transactions of the Company within 10 days after the end of each half-year and the review of the overall situation of related

– IX-5 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR RELATED (CONNECTED) TRANSACTIONS

APPENDIX IX

party/connected transactions of the Company within 30 days after the end of each year. Then, an opinion on the review shall be formed and reported to the Company’s Board of Directors and Board of Supervisors.

The Board of Supervisors of the Company shall be responsible for overseeing the consideration, voting, disclosure and performance of the related party/connected transactions.

The Company’s Operational Office shall be responsible for considering and deciding the related party/connected transactions within its competence.

Article 14 The Board of Directors’ Office shall be responsible for the management of related/connected parties, the compilation and dynamic maintenance of the related/connected party list, the organization of the decision making process of the General Meetings, the Board of Directors and Operational Office of the Company shall be responsible for organising the decision making process for the related party/connected transactions, disclosure and disclosure exemption of information on the related party/connected transactions.

The Financial Management Department shall be responsible for the accounting records, accounting, reporting and statistical analysis of the related party/connected transactions and reporting to the Board of Directors’ Office for filing.

The Legal Affairs Department shall be responsible for identifying and reviewing the related/ connected parties and related party/connected transactions, verifying the related party/ connected transaction agreements and reporting to the Board of Directors’ Office for filing.

The relevant functional departments of the Company are responsible for the preparation of proposals for related party/connected transactions, the signing of related party/connected transaction agreements and the supervision and reporting of the progress of related party/ connected transactions within their areas of responsibility.

Article 15 The relevant functional departments of the Company shall report each transaction to the Board of Directors’ Office prior to its occurrence, and the Board of Directors’ Office shall organize the following departments to review and sign the contract for the transaction, specifically including:

• (i) the Board of Directors’ Office, which is responsible for verifying the related/connected party list, and determining whether the counterparty is a related/connected party already included in the list, whether there is a potential related/connected party that requires updating the related/connected party list, and whether the transaction requires disclosure.

• (ii) the Legal Affairs Department, which is responsible for examining the background of the counterparty, identifying whether the transaction is a related party/connected transaction and revealing the relation/connection between the related/connected party and the Company on a layer-by-layer basis;

• (iii) the Financial Management Department, which is responsible for the verification of transaction-related information and conducting ratio tests.

– IX-6 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR RELATED (CONNECTED) TRANSACTIONS

APPENDIX IX

The review results of the related party/connected transaction shall be reported to the Board of Directors’ Office for filing and the Board of Directors’ Office shall organise the decision making process for the related party/connected transaction. No agreement or transaction shall be entered into in respect of a related party/connected transaction until the decision making process has been completed.

Article 16 Each subsidiary of the Company is responsible for coordinating the management of the related party/connected transactions conducted by the Company, implementing the audit process of the related party/connected transactions in accordance with the relevant regulations of the Company, and reporting the audit results of each related party/ connected transaction to the Board of Directors’ Office of the Company.

Article 17 Each functional department of the Company shall specify its personnel responsible for the management of related/connected parties and related party/connected transactions, and each subsidiary of the Company shall specify its department and personnel responsible for the management of related/connected parties and related party/connected transactions and report them to the Board of Directors’ Office of the Company for filing.

Chapter IV Reporting of the Related/Connected Parties

Article 18 The related/connected parties of the Company shall promptly inform the Board of Directors’ Office of the Company of their relation/connection with the Company, and shall promptly inform the Board of Directors’ Office of the Company of any changes in the information of such related/connected parties.

Each department or subsidiary of the Company shall submit to the Board of Directors’ Office of the Company any information on the related/connected parties of the Company arising from their direct trading activities, and shall promptly inform the Board of Directors’ Office of the Company of any changes in the information of the relevant related/connected parties.

Article 19 The Board of Directors’ Office of the Company will send a confirmation of changes in related/connected parties to the related/connected parties identified by the Company on an annual basis, compile and update the related/connected party list as necessary, and submit the updated related/connected party list to the Audit Committee of the Board of Directors for review, and send it to all departments and subsidiaries of the Company for their reference. The Audit Committee of the Board of Directors shall report to the Board of Directors and the Board of Supervisors of the Company in a timely manner upon confirmation of the related/connected party list of the Company.

Article 20 Information on the related/connected party list of the Company that needs reporting include:

• (i) in the case of a legal person, the name and organisation code of the legal person, and in the case of a natural person, the name and identity card number of the natural person;

• (ii) description of the relation/connection with the Company.

– IX-7 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR RELATED (CONNECTED) TRANSACTIONS

APPENDIX IX

Chapter V Decision Making for Related party/Connected Transactions

Article 21 Where the Company or any of its subsidiaries intends to enter into a related party/connected transaction with a related/connected party, it shall do so only after completing the decision making process in accordance with this Chapter.

A motion on a related party/connected transaction submitted to a meeting for decision should provide a detailed description of the specific details of the transaction, the pricing policy, the necessity and feasibility of the transaction and the impact on the interests of the Company and its shareholders.

Article 22 Where the Company intends to enter into a connected transaction defined in the SSE STAR Listing Rules, it shall comply with the respective review procedures and make timely disclosure as follows:

• (i) A transaction between the Company and a related party with a transaction amount (other than the provision of guarantees) representing more than 1% of the Company’s latest audited total assets or market value and exceeding RMB 30 million, shall be submitted to the General Meeting for consideration after consideration and approval by the Board of Directors;

• (ii) A transaction between the Company and a connected legal person with a transaction amount representing more than 0.1% of the Company’s latest audited total assets or market value and exceeding RMB3 million, or a transaction between the Company and a natural person with a transaction amount exceeding RMB300,000, shall be submitted to the Board of Directors for consideration.

A transaction between a subsidiary of the Company within the scope of its consolidated financial statements and a related party defined in the SSE STAR Listing Rules which meets the above standard shall be conducted following the above review procedures and disclosed timely.

Article 23 A guarantee provided by the Company for a related party shall have reasonable business logic and be submitted to the General Meeting for consideration after consideration and approval by the Board of Directors.

In case of a guarantee provided by the Company for the controlling shareholder, actual controller or their connected parties, the controlling shareholder, actual controller or their connected parties shall provide a counter guarantee.

Article 24 Where the Company intends to conduct a related party transaction defined in the SSE STAR Listing Rules which meets the standard for consideration by the General Meeting and the transaction object of which is equity interest, the Company shall provide an audit report on the financial report for the most recent financial year and the latest reporting period with respect to the transaction object; if the transaction object is non-cash assets other than equity interest, the Company shall provide an appraisal report. The as-of date of the audited financial report shall not be over 6 months earlier than the use date of the audit report,

– IX-8 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR RELATED (CONNECTED) TRANSACTIONS

APPENDIX IX

and the appraisal base date of the appraisal report shall not over 1 year earlier than the use date of the appraisal report. Any related party transaction concerning the day-to-day operations of the Company may be exempted from audit or appraisal.

The audit report and the appraisal report as prescribed in the preceding articles shall be issued by a securities service provider qualified to engage in securities- and futures-related business.

Article 25 Where the Company intends to enter into a related party transaction defined in the SSE STAR Listing Rules, it shall prudently provide financial assistance or trustee investment to its related parties; if it is necessary to do so, the account incurred shall be used as the basis of calculation for disclosure and be aggregated for a period of consecutive 12 months.

If the Company has performed its obligation pursuant to Article 22 herein, such transactions shall no longer be aggregated.

Article 26 In accordance with the SSE STAR Listing Rules, the following transactions to be conducted by the Company shall be aggregated for a period of consecutive 12 months to determine the applicability of Article 22 herein:

• (i) transactions with a single related party;

• (ii) transactions with different related parties the objects of which are related in category.

The above-mentioned single related party includes legal persons or other organizations which are under the common control of an actual controller with the related party, or have an equity control relationship with the related party, or have any director or senor officer also serving as a director or senior officer in the related party.

Where the Company has performed its obligations in accordance with the provisions of this Chapter, such transactions shall no longer be aggregated.

Article 27 Where the Company intends to enter into a connected transaction defined in the HKEX Listing Rules, the transaction meeting any of the following standards shall be reviewed and approved by the General Manager’s Office; the connected transaction to be entered into by any subsidiary of the Company which meets any of the following standards shall be reviewed and approved by such subsidiary according to relevant decision making process and then reported to the Board of Directors’ Office for filing:

• (i) issue or repurchases of securities in compliance with the HKEX Listing Rules;

• (ii) directors’ service contracts of the Company or any of its subsidiaries;

• (iii) consumer goods or consumer services and sharing of administrative services in compliance with the HKEX Listing Rules;

– IX-9 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR RELATED (CONNECTED) TRANSACTIONS

APPENDIX IX

• (iv) the highest value of the ratio tests conducted according to the HKEX Listing Rules is (a) less than 0.1%; (b) less than 1% and the transaction is a connected transaction only because it involves connected person(s) at the subsidiary level; or (c) less than 5% and the total transaction amount (or in the case of any financial assistance, the total value of the financial assistance plus any monetary advantage to the connected person or commonly held entity) is less than HK$3 million.

• (v) a transaction conducted on normal commercial terms or better with connected person(s) at the subsidiary level according to the HKEX Listing Rules, provided that: (a) the Board of the Directors of the Company has approved the transaction; and (b) an independent director of the Company has confirmed that the transaction is entered into on normal commercial terms which are fair and reasonable and in the interests of the Company and its shareholders as a whole;

• (vi) transactions between the Company and a connected person who is connected with the Company solely by virtue of his or her relationship with an insignificant subsidiary of the Company;

• (vii) transactions with associates of passive investors (defined in the HKEX Listing Rules) according to the HKEX Listing Rules.

Article 28 Where the Company intends to enter into a connected transaction defined in the HKEX Listing Rules, the transaction meeting the following standards shall be reviewed and approved by the General Manager’s Office and then the Board of Directors of the Company; the connected transaction to be entered into by any subsidiary of the Company which meets the following standards shall, after the relevant decision making process has been completed by such subsidiary, be reviewed and approved by the General Manager’s Office and then the Board of Directors of the Company; after the relevant decision making process has been completed, such connected transaction shall be reported to the Board of Directors’ Office for filing; such connected transaction shall be disclosed in the form of announcement after review and approval by the Board of Directors of the Company:

The highest value of the ratio tests conducted according to the HKEX Listing Rules is: (i) less than 5%; or (ii) less than 25% and the total transaction amount is less than HK$10 million.

Article 29 Where the Company intends to enter into a connected transaction defined in the HKEX Listing Rules, the transaction not falling in the category mentioned in the above Articles 27 and 28 (i.e. the highest value of the ratio tests is higher than 5%) shall be reviewed and approved by the Board of Directors and then the General Meetings of the Company; the connected transaction to be entered into by any subsidiary of the Company not falling in the category mentioned in the above Articles 27 and 28 (i.e. the highest value of the ratio tests is higher than 5%) shall, after the relevant decision making process has been completed by such subsidiary, be submitted by the General Manager’s Office for review and approval by the Board of Directors and then the General Meetings of the Company . After the relevant decision making process has been completed, such connected transaction shall be

– IX-10 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR RELATED (CONNECTED) TRANSACTIONS

APPENDIX IX

reported to the Board of Directors’ Office for filing. Such connected transaction shall be disclosed in the form of announcement and circular after review and approval by the Board of Directors of the Company.

Article 30 According to the HKEX Listing Rules, the following related party/connected transactions by the Company or its subsidiaries should be aggregated for a period of 12 consecutive months to calculate the amount of the connected transactions and then the corresponding requirements should apply accordingly:

• (i) transactions entered into by the same connected person, or persons who are connected with one another;

• (ii) involving the acquisition or disposal of parts of one asset, or securities or interests in a company; or

• (iii) the transactions will lead to substantial involvement by the Company and its subsidiaries in a new business activity.

Where the decision making process at a general meeting has been carried out on an aggregated basis, such transactions shall no longer be aggregated.

Article 31 Related party/connected transactions to be entered into by the Company or its subsidiaries that require the approval of the Company’s general meeting shall be submitted to the Board of Directors of the Company for consideration after prior approval by the independent directors of the Company. The prior approval of the independent directors should be agreed by more than half of all independent directors and disclosed in the announcement of the related party/connected transaction. The independent directors may, at the Company’s expense, engage an independent financial adviser to issue a report to support their decisions.

The Audit Committee of the Board of Directors of the Company shall, at the same time, review and form a written opinion on any related party/connected transaction to be entered into by the Company or any of its subsidiaries which requires the approval of the general meeting of the Company, and submit the same to the Board of Directors of the Company for consideration and report to the Board of Supervisors of the Company. The Audit Committee of the Board of Directors of the Company may, at the Company’s expense, engage an independent financial adviser to issue a report to support their decisions.

Article 32 When the Board of Directors reviews a related party/connected transaction, the related/connected director(s) shall not vote, nor exercise voting rights on behalf of other directors.

Such a Board meeting may be held in the presence of a majority of the non-related/nonconnected directors and a resolution passed at a Board meeting shall require the approval of a majority of the non-related/non-connected directors. If the number of non-related/nonconnected directors attending the meetings is less than 3, the transaction shall be submitted to the general meeting for consideration.

– IX-11 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR RELATED (CONNECTED) TRANSACTIONS

APPENDIX IX

A related/connected director includes a director who is either:

• (i) the counterparty to the transaction;

• (ii) having direct or indirect control of the counterparty to the transaction;

• (iii) working for the counterparty to the transaction, or for a legal person or other organization that can directly or indirectly control or be controlled by the counterparty to the transaction;

• (iv) a close family member of the counterparty to the transaction or a person directly or indirectly in control of the counterparty to the transaction;

• (v) a close family member of any director, supervisor or senior officer of the counterparty to the transaction or a person directly or indirectly in control of the counterparty to the transaction;

• (vi) any other person whose independent business judgment may be affected for other reasons as determined by domestic or foreign securities regulators or by the Company on the basis of the substance over form principle.

Article 33 When the general meeting reviews a related party/connected transaction, the related/connected shareholder(s) shall not vote, nor exercise voting rights on behalf of other shareholder(s). The number of voting shares represented by the related/connected shareholders shall not be included in the total number of voting shares required to be counted in relation to the relevant resolution.

A related/connected shareholder includes a shareholder who is either:

• (i) the counterparty to the transaction;

• (ii) having direct or indirect control of the counterparty to the transaction;

• (iii) is directly or indirectly controlled by the counterparty to the transaction;

• (iv) is directly or indirectly controlled by the same natural person, legal person or other organisation directly or indirectly controlling the counterparty to the transaction;

• (v) voting rights are restricted or affected by the existence of outstanding equity transfer agreements or other agreements with the counterparty to the transaction or its related/ connected parties;

• (vi) any other legal person or natural person as determined by domestic or foreign securities regulators may cause the Company to act in the favour of his or its interests.

– IX-12 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR RELATED (CONNECTED) TRANSACTIONS

APPENDIX IX

Article 34 Under the SSE STAR Listing Rules, the following transactions between the Company and its related parties may be exempted from being deliberated and disclosed as a related party transaction:

• (i) any transaction in which one party subscribes in cash for stocks, corporate bonds or enterprise bonds, convertible bonds or other derivatives publicly issued by the other party;

• (ii) any transaction in which one party, as a member of an underwriting group, underwrites stocks, corporate bonds or enterprise bonds, convertible bonds or other derivatives publicly issued by the other party;

• (iii) any transaction in which one party thereto receives dividends, bonuses or remuneration in accordance with the resolutions of the shareholders’ general meeting of the other party;

• (iv) any transaction in which one party participates in the open tendering or auction of the other party, except as it is impossible for the open tendering or auction to produce a fair price;

• (v) any transaction in which the Company is unilaterally benefited, including receipt of cash donation, relief of debts, receipt of guarantee and financial assistance, etc;

• (vi) any transaction the price of which is prescribed by the government;

• (vii) any transaction in which the related party provides funds to the Company at an interest rate not higher than the benchmark interest rate for applicable loans as set by the People’s Bank of China and without any corresponding guarantee therefor from the Company;

• (viii) any transaction in which the Company provides products and services to its director, supervisor or senior officer on terms and conditions equal to those for non-related parties;

• (ix) other transactions as identified by the Shanghai Stock Exchange.

Article 35 For connected transactions that meet the conditions for disclosure exemption under the HKEX Listing Rules, the Board of Directors of the Company may apply to the HKEX for an exemption in accordance with the requirements of the HKEX Listing Rules.

– IX-13 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR RELATED (CONNECTED) TRANSACTIONS

APPENDIX IX

Chapter VI Special Provisions for Continuing Related Party/Connected Transactions

Article 36 In accordance with the SSE STAR Listing Rules, when the Company enters into day-to-day related party transactions with its related parties, it shall disclose and perform deliberation procedures for such transactions in accordance with the following provisions:

• (i) the Company may reasonably estimate the annual amount of the day-to-day related party transactions by category, perform deliberation procedures for and disclose them. If the estimated amount is exceeded in the actual execution of such transactions, the Company shall re-perform deliberation procedures and disclose such transactions based on the excess amount;

• (ii) the Company shall classify, aggregate and disclose such day-to-day related party transactions in its annual and interim reports;

• (iii) if any day-to-day related party transaction agreement between the Company and its related party has a term of over 3 years, the Company shall re-perform relevant deliberation procedures and disclosure obligation every 3 years.

Article 37 Under the HKEX Listing Rules, where the Company or any of its subsidiaries enters into a continuing connected transaction with a connected person, it shall perform the corresponding decision making process and disclosure obligations under this chapter respectively.

• (i) For continuing connected transactions occurring for the first time, the company and the connected person shall enter into a written agreement and submit them to the board of directors or general meeting of the company for consideration based on the total annual transaction amount involved in the agreement, and disclose the details of the transactions in a timely manner; if the actual implementation of the company thereafter exceeds the estimated total amount, the company shall resubmit them to the board of directors or general meeting of the company for consideration and disclosure based on the excess amount;

• (ii) For continuing connected transaction agreements that have been approved by the general meeting or the Board of Directors of the Company and are being executed, if no material change has occurred in the main terms during the execution process, the Company shall disclose the actual performance of each agreement in the annual report as required, stating whether the provisions of each agreement have been observed; if material changes have occurred in the main terms during the execution process of an agreement or if an agreement is due for renewal, the Company shall resubmit the newly amended or renewed continuing connected transaction agreement to the Board of Directors or general meeting of the Company for consideration based on the total annual transaction amount involved in the agreement;

• (iii) Each continuing connected transaction is budgeted for the total annual transaction amount by the relevant functional department and financial management department;

– IX-14 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR RELATED (CONNECTED) TRANSACTIONS

APPENDIX IX

• (iv) At the beginning of each accounting year, the Board of Directors’ Office of the Company shall conduct a statistical survey of the continuing connected transactions to determine the cap of each type of continuing connected transactions for the year and inform the relevant functional departments in a timely manner;

• (v) If the Board of Directors’ Office of the Company estimates, after the statistics, that the annual transaction amount of a continuing connected transaction will exceed the preapproved annual cap, the Board of Directors’ Office should promptly compile and organise the corresponding decision making process in accordance with the new annual cap and disclose the details of the transactions in a timely manner;

• (vi) The connected transactions in excess of the pre-approved annual cap that does not follow the required decision making process shall not be implemented.

Article 38 The continuing related party/connected transaction agreement between the Company and the related/connected party should include:

• (i) pricing policy and basis;

• (ii) the price of the transactions;

• (iii) the total volume of transactions for each year and the basis for their determination;

• (iv) the time and manner of payment; and

• (v) other key terms that should be disclosed.

Article 39 The duration of continuing related party/connected transaction agreements between the Company and a related/connected party should generally be limited to three years or less; for such continuing related party/connected transaction agreements of three years or less, three years later the Company should re-perform the decision making process and disclosure obligations every three years, and the independent financial adviser appointed by the company should explain the reasons for exceeding the three-year period and that such period is consistent with the general treatment of such agreements in the industry.

Article 40 The independent directors of the Company shall annually review the continuing related party/connected transactions and express opinions on the continuing related party/ connected transactions of the Company and its subsidiaries in their annual reports.

Article 41 The external auditor of the Company shall issue an annual letter to the Board of Directors of the Company expressing opinions on the continuing related party/connected transactions of the Company and its subsidiaries. The Company should allow the external auditor to verify the accounts so that the external auditor can express opinions on them.

– IX-15 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR RELATED (CONNECTED) TRANSACTIONS

APPENDIX IX

Article 42 The Company shall disclose in its annual report details of each continuing related party/connected transaction, including the date, parties, substance, purpose, amount and principal terms of each related party/connected transaction as well as the nature and extent of the interests of the related/connected parties in the transaction.

Chapter VII Disclosure of Related Party/Connected Transactions

Article 43 In respect of related party/connected transactions which are required to be disclosed under the SSE STAR Listing Rules and the HKEX Listing Rules, the Company shall disclose the execution, modification, termination and performance of such related party/ connected transaction agreements in accordance with the relevant requirements.

Article 44 Under the SSE STAR Listing Rules and the relevant guidelines on the format of transaction announcements, an announcement relating to connected transactions shall disclose, inter alia, the following:

• (i) overview of the connected transaction;

• (ii) basic information about the related party;

• (iii) basic information on the object of the connected transaction;

• (iv) pricing of the connected transaction;

• (v) the main contents and performance arrangements of the connected transaction agreement;

• (vi) the necessity of the connected transaction and its impact on the Company;

• (vii) the deliberation procedure of the connected transaction;

• (viii) opinions from the intermediary (if applicable).

Article 45 Under the HKEX Listing Rules, an announcement relating to connected transactions shall disclose, inter alia, the following:

• (i) a general description of the connected transaction;

• (ii) the date of the transaction;

• (iii) the name of the counterparty to the transaction, its principal business and its connection with the Company;

• (iv) the transaction price and its determination basis and terms;

• (v) the time and manner of payment;

– IX-16 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR RELATED (CONNECTED) TRANSACTIONS

APPENDIX IX

• (vi) the reasons for and benefits of entering into the transaction;

• (vii) the opinions of the Board of Directors;

• (viii) whether there are any connected directors who are required to abstain from voting at the Board meetings;

• (ix) in the case of a continuing connected transaction, the contractual term, the total transaction amount in each year and the determination basis, and the actual amounts incurred in connected transactions of the same category in the past three years; a confirmation by the independent non-executive directors in respect of the matters referred to in Rule 14A.55 of the HKEX Listing Rules; and a statement by the auditor in respect of the matters referred to in Rule 14A.55 of the HKEX Listing Rules;

• (x) such other contents as may be required under the HKEX Listing Rules.

Article 46 Under the HKEX Listing Rules, a circular relating to connected transactions shall disclose, inter alia, the following:

• (i) the full contents disclosed in the corresponding connected transaction announcement;

• (ii) whether there are any connected shareholders who are required to abstain from voting at the general meetings;

• (iii) written opinions from the independent directors;

• (iv) written opinions from the independent financial adviser;

• (v) basic information about the Company;

• (vi) such other contents as may be required under the HKEX Listing Rules.

Article 47 If, during the negotiation of a related party/connected transaction, the price of the Company’s shares fluctuates significantly as a result of rumours or reports of such related party/connected transaction in the market, the Company shall make clarification announcements as appropriate in accordance with the relevant regulations.

Chapter VIII Accountability

Article 48 The related/connected parties of the Company shall not damage the interests of the Company with its relation/connection. In case of a breach which results in damage to the Company, it shall be liable to compensate.

Article 49 In the event that a related/connected party misappropriates the Company’s assets to the detriment of the Company and its shareholders, the Company has the right to take effective measures to require the related/connected party to cease the infringement and to apply to the People’s Court for a judicial freeze on the Company’s assets misappropriated by the related/connected party and the Company’s shares held by the connected party (if any).

– IX-17 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR RELATED (CONNECTED) TRANSACTIONS

APPENDIX IX

Article 50 If any director, supervisor or senior officer of the Company violates the laws, regulations or these Rules, assists or connives at the appropriation of the Company’s assets by any related/connected party to damage the interests of the Company, the Board of Directors of the Company may, depending on the severity of the case, impose punishment on those directly responsible and remove the director, supervisor or senior officer seriously responsible, and have the right to demand appropriate compensation from them according to the extent of the loss suffered by the Company; if an offence is committed, the Company will hand over crimerelated cases identified to judicial authority for due handling.

Article 51 If there is any dereliction of duty or malfeasance of duty on the part of the management body of the related party/connected transactions at all levels and the relevant personnel in the course of handling related party/connected transactions, resulting in the Company being affected or suffering losses, the Company shall have the right to punish the person directly responsible, including criticism, warning and up to dismissal from office, depending on the severity of the case.

Article 52 In the event that a shareholder of the Company suffers financial loss as a result of an act committed by a related/connected party that is detrimental to the interests of the Company and other shareholders and brings a civil action for compensation in accordance with the law, the Company is obliged to provide relevant information in compliance with the laws, regulations and the Articles of Association of the Company.

Chapter IX Supplemental Provisions

Article 53 Under the HKEX Listing Rules, the ‘‘associates’’ for the purpose of these Rules include:

• (i) in case the core connected person is a natural person:

• (1) his/her spouse; his/her (or his/her spouse’s) child or step-child, natural or adopted, under the age of 18 years (each an ‘‘immediate family member’’);

  • (2) the trustees, acting in their capacity as trustees of any trust of which the individual or his immediate family member is a beneficiary or, in the case of a discretionary trust, is (to his knowledge) a discretionary object (other than a trust which is an employees’ share scheme or occupational pension scheme established for a wide scope of participants and the connected persons’ aggregate interests in the scheme are less than 30%) (the ‘‘trustees’’); or

  • (3) a 30%-controlled company held, directly or indirectly, by the individual, his immediate family members and/or the trustees (individually or together), or any of its subsidiaries; or

• (1) a person cohabiting with him/her as a spouse, or his/her child, step-child, parent, stepparent, brother, step-brother, sister or step-sister (each a ‘‘family member’’); or

– IX-18 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR RELATED (CONNECTED) TRANSACTIONS

APPENDIX IX

  - (2) a majority-controlled company held, directly or indirectly, by the family members (individually or together), or held by the family members together with the individual, his immediate family members and/or the trustees, or any of its subsidiaries.

• (ii) in case the core connected person is a legal person:

• its subsidiary or holding company, or a fellow subsidiary of the holding company;

• the trustees, acting in their capacity as trustees of any trust of which the company is a beneficiary or, in the case of a discretionary trust, is (to its knowledge) a discretionary object (the ‘‘trustees’’); or

• a 30%-controlled company held, directly or indirectly, by the company, the companies referred to in (1) above, and/or the trustees (individually or together), or any of its subsidiaries.

• (iii) A 30%-controlled company held by a person will not be regarded as his or its associate if the person’s and his or its associates’ interests in the company, other than those indirectly held through the listed issuer’s group, are together less than 10%.

• (iv) A person’s associates include any joint venture partner of a cooperative or contractual joint venture (whether or not it is a separate legal entity) where:

• the person (being an individual), his immediate family members and/or the trustees; or

• the person (being a company), any company which is its subsidiary or holding company or a fellow subsidiary of the holding company, and/or the trustees,

together directly or indirectly hold 30% (or an amount that would trigger a mandatory general offer or establish legal or management control over a business enterprise under the PRC law) or more in the joint venture’s capital or assets contributions, or the contractual share of its profits or other income.

• (v) In addition to the above, other natural and legal persons identified as connected persons pursuant to the HKEX Listing Rules. In the event of any conflict between the definition of an associate hereunder and the HKEX Listing Rules coming into force thereafter, the HKEX Listing Rules in effect on the date when the associate is defined shall prevail.

Article 54 Under the HKEX Listing Rules, an ‘‘insignificant subsidiary’’ for the purpose of these Rules is a subsidiary whose:

• (i) the values of the ratio tests based on total assets, revenue and profits for each of the last three accounting years are all less than 10%;

– IX-19 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR RELATED (CONNECTED) TRANSACTIONS

APPENDIX IX

• (ii) the values of the ratio tests based on total assets, revenue and profits for the last accounting year are all less than 5%.

Article 55 Under the HKEX Listing Rules, the ‘‘ratio tests’’ for the purpose of these Rules include:

• (i) total assets test: the total assets which are the subject of the transaction divided by the latest disclosed audited or unaudited total assets of the Company;

• (ii) revenue test: the revenue attributable to the assets which are the subject of the transaction, excluding those items of revenue and gains that arise incidentally, divided by the audited revenue of the Company disclosed during the last year;

• (iii) profits test: the profits attributable to the assets which are the subject of the transaction (after deducting all charges except taxation and before noncontrolling interests) divided by the audited revenue of the Company disclosed during the last year;

• (iv) consideration test: the consideration divided by the total market capitalisation of the Company (calculated by multiplying the average closing share price of the Company’s shares on the HKEX for the five trading days prior to the transaction agreement by the total number of shares of the Company); and

• (v) equity capital test: where the shares of the Company are the consideration, the nominal value of the equity capital of the consideration for the transaction divided by the nominal value of the total issued equity capital of the Company prior to the transaction.

Article 56 Matters uncovered herein shall be subject to the national laws, regulations and regulatory documents, the SSE STAR Listing Rules, the HKEX Listing Rules and the Articles of Association of the Company. In case of any conflict between these Rules and the above regulations, the national laws, regulations and regulatory documents, the SSE STAR Listing Rules, the HKEX Listing Rules and the Articles of Association of the Company shall prevail.

Article 57 Unless otherwise specified, terms used herein shall have the same meanings ascribed to them in the SSE STAR Listing Rules, the HKEX Listing Rules and the Articles of Association of the Company.

Article 58 These Rules shall be reviewed and passed by the general meeting of the Company and shall take effect and be implemented from the date of the Company’s initial public offering of A shares and listing on the Shanghai Stock Exchange. Since the effective date of these Rules, the original Connected Transaction Management Rules of the Company shall be automatically invalidated.

Article 59 The right to interpret these Rules shall belong to the Board of Directors. The Board of Directors’ Office shall update and modify these Rules in a timely manner in accordance with the latest requirements on related party/connected transactions issued by the CSRC, the Shanghai Stock Exchange and the HKEX, and inform the relevant departments.

– IX-20 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR EXTERNAL GUARANTEES

APPENDIX X

REMEGEN CO., LTD.

MANAGEMENT POLICIES FOR EXTERNAL GUARANTEES

Chapter 1 General Provisions

Article 1 In order to regulate the external guarantees of RemeGen Co., Ltd. (hereinafter referred to as the Company), effectively control risks and protect the legitimate rights and interests of shareholders and other stakeholders, in accordance with Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules, Notice on Regulating Funds Flows between Listed Companies and Related Parties and Several Issues Concerning External Guarantees by Listed Companies, Notice on Regulating External Guarantee Behaviors of Listed Companies, and Supervision Rules for the Place of Listing Other relevant laws and regulations, and the ‘‘Articles of Association of RemeGen Co., Ltd. (hereinafter referred to as the ‘‘Articles of Association’’), combined with the actual situation of the company, formulate this system.

Article 2 External guarantees in this system refer to guarantees provided by the Company for others, including guarantees provided by the Company for its controlled subsidiaries. The total amount of external guarantees of the Company and its controlled subsidiaries is the sum of the total amount of the Company’s external guarantees including the Company’s guarantees to its controlled subsidiaries and the external guarantees of its controlled subsidiaries.

Article 3 This system applies to the Company and its subsidiaries that are included in the Company’s consolidated accounting statements. The external guarantees of the Company’s controlled subsidiaries shall be implemented in accordance with this system.

Article 4 The Company shall follow the principles of lawfulness, prudence, mutual benefit and safety in its external guarantees and strictly control the guarantee risks.

Chapter 2 Review of External Guarantees

Article 5 The guaranteed party shall meet the following conditions:

• (1) have good operating conditions and corresponding debt-servicing capacity;

• (2) have no significant operational and financial risks.

Article 6 The board of directors of the Company shall fully investigate the operation and creditworthiness of the guarantee before considering the proposal of external guarantee, seriously consider and analyze the financial condition, operation, industry prospect and creditworthiness of the guarantee, and make a prudent decision in accordance with the law. The Company may, when necessary, engage an external professional institution to evaluate the risk of the guarantee as a basis for decision made by the Board of Directors or the general meeting.

– X-1 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR EXTERNAL GUARANTEES

APPENDIX X

Chapter 3 Approval Procedure Of External Guarantees

Article 7 The Company’s external guarantees shall be reviewed by the Board of Directors or the general meeting. The Board of Directors shall exercise the decision-making authority over external guarantees in accordance with the Articles of Association and the provisions of this system regarding the Board of Directors’ authority to approve external guarantees. The Board of Directors shall propose a motion for the approval of the general meeting if the permitted rights under the Articles of Incorporation and this system are exceeded. The Board of Directors organizes, manages and implements the external guarantees approved by the general meeting of shareholders.

Article 8 The following external guarantees of the Company must be reviewed and approved by the general meeting of shareholders:

• (1) a single guarantee for an amount in excess of 10% of the Company’s latest audited net assets;

• (2) any guarantee provided after the total amount of guarantee to third parties provided by the Company and its controlling subsidiary exceeds 50% of the Company’s latest audited net assets;

• (3) a guarantee to be provided to a party which has an asset-liability ratio in excess of 70%;

• (4) guarantees exceeding 30% of the company’s latest audited total assets in accordance with the principle of cumulative calculation of the guarantee amount for 12 consecutive months;

• (5) guarantee to be provided to shareholders, actual controllers and their related parties;

• (6) guarantees provided to related parties of the Company; and

• (7) other circumstances as stipulated by laws, regulations, regulatory documents or the Articles of Association occur.

When the guarantee specified in item (4) above is considered at the general meeting, it shall be approved by more than two-thirds of voting rights held by the shareholders attending the general meeting.

When considering the resolution of providing guarantee to shareholders, actual controllers and their connected parties at the general meeting, such shareholders or shareholders controlled by such actual controller shall not vote on such resolution. Voting shall be approved by more than half of the voting rights held by other shareholders present at the general meeting of shareholders.

– X-2 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR EXTERNAL GUARANTEES

APPENDIX X

Where the Company provides a guarantee for its wholly-owned subsidiary, or for a holding subsidiary and other shareholders of the holding subsidiary provide a guarantee in the same proportion of their rights and interests, without prejudice to the interests of the company, application of the provisions of the forgoing items (1), (2) and (3) may be exempted, unless otherwise provided in the Articles of Association. The Company shall summarize and disclose the aforesaid guarantees in its annual report.

The Company providing guarantee for connected parties shall have reasonable business logic, disclose its logic on time after the Board’s deliberation and approval, and submit it to the general meeting for deliberation. In case of a guarantee provided by the Company for a shareholder, actual controller or their connected parties, the shareholder, actual controller or their connected parties shall provide a counter guarantee.

Article 9 External guarantees that should be approved by the general meeting of shareholders must be considered and approved by the board of directors before they are submitted to the general meeting of shareholders for approval.

Article 10 The Board of Directors considers and approves external guarantees other than those to be approved by the shareholders in general meeting. In addition to the approval of a majority of all directors, the external guarantees that should be approved by the board of directors must also be considered and approved by at least 2/3 of the directors present at the board meeting.

Any director related to the matter under consideration shall recuse himself/herself from voting and shall not exercise his/her voting rights on behalf of other directors. Such board meeting can be held with the attendance of a majority of the non-affiliated directors, and the resolutions made at the board meeting shall be approved by at least 2/3 of the non-affiliated directors. If the number of non-connected directors attending the meetings is less than 3, the issue shall be submitted to the general meeting for consideration.

Article 11 The chairman of the company or other legally authorized officers shall sign the guarantee contract on behalf of the company in accordance with the resolution of the board of directors or general meeting of the company. The authorized person shall not exceed the authority to enter into the guarantee contract or sign or seal the main contract in the capacity of the guarantee.

Article 12 If the debt guaranteed by the company needs to be extended after maturity and the guarantee needs to be continued, it should be regarded as a new external guarantee and the guarantee approval procedure should be performed again.

– X-3 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR EXTERNAL GUARANTEES

APPENDIX X

Chapter 4 Management of External Guarantees

Article 13 After the company receives the application for guarantee from the guaranteed party, the general manager of the Company designates the relevant departments to conduct a strict examination and evaluation of the creditworthiness of the guaranteed party, and submits the relevant materials to the company’s management for approval and then submits them to the board of directors for consideration.

Article 14 The main responsibilities of the company’s finance department in the process of external guarantee are as follows:

• (1) Investigate, assess, specify guarantee procedures for the guaranteed unit.

• (2) Establish the external guarantee of the record-keeping account. The following should be included:

• the names of the creditor and the debtor;

• the type and amount of guarantee;

• the period of time for the debtor to satisfy the debt; and

• guarantee method.

• (3) Strengthen the follow-up management during the guarantee period. It should always understand the performance of the guarantee contract, including requesting the other party to provide recent or annual financial statements on a regular basis and analyzing whether there are any changes in the debtor’s ability to fulfill the contract.

• (4) Promptly supervise the debtor’s performance of the contract.

• (5) To provide all external guarantees to the Company’s auditors in a timely manner and in accordance with the regulations.

• (6) According to other risks that may arise, take effective measures and propose corresponding measures to be submitted to the Board of Directors and the Supervisory Board of the Company as the case may be after the approval of the responsible leader.

• Article 15 The main responsibilities of the legal department or legal personnel in the process of external guarantee are as follows: (1) responsible for drafting or reviewing contracts related to external guarantees and legally reviewing all documents related to guarantees;

• (2) responsible for handling legal disputes related to external guarantees;

– X-4 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR EXTERNAL GUARANTEES

APPENDIX X

• (3) after the Company assumes the guarantee responsibility, is responsible for handling the recovery of the guaranteed unit; and

• (4) deal with other matters relating to the transaction.

Article 16 The Company’s audit department supervises and inspects the Company’s external guarantee work.

Article 17 The Company must enter into a written guarantee contract for external guarantees. The guarantee contract shall have the content required by the laws and regulations such as the Guarantee Law of the People’s Republic of China and the Contract Law of the People’s Republic of China.

Article 18 The Company shall properly manage the guarantee contract and related original information, conduct timely cleaning and inspection, and regularly check with banks and other related institutions to ensure the completeness, accuracy and validity of the information on file and pay attention to the limitation period of the guarantee. In the process of contract management, once abnormal contracts that have not been approved by the Board of Directors or the General Meeting of Shareholders are identified, they should be reported to the Board of Directors and the Supervisory Board in a timely manner.

Article 19 The Company shall assign a person to continuously pay attention to the situation of the guarantee, collect the latest financial information and audit reports of the guarantee, regularly analyze its financial status and solvency, pay attention to its production and operation, assets and liabilities, external guarantees, as well as separation and merger and changes in legal representatives, establish relevant financial records and report to the Board of Directors on a regular basis.

If it is found that the business condition of the guarantee has seriously deteriorated or there is a major event such as dissolution, separation or bankruptcy of the company, the responsible person shall report to the board of directors in a timely manner. The Board is obliged to take effective measures to minimize the loss.

Article 20 Upon the maturity of the debt guaranteed by the Company, the Company shall urge the guarantee to fulfill the debt repayment obligations within a limited period of time. If the guarantee fails to perform its obligations on time, the Company shall take necessary remedial measures in a timely manner. If the company provides a guarantee and the guarantee fails to fulfill its debt repayment obligations within 15 trading days after the maturity of the debt, or if the guarantee becomes bankrupt, liquidates or under other circumstances that seriously affect its ability to repay the debt, the company shall promptly disclose it.

Article 21 After the initial public offering and listing, the Company shall fulfill its obligation to disclose information on external guarantees in accordance with the regulatory requirements of the place where the Company’s shares are listed.

– X-5 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR EXTERNAL GUARANTEES

APPENDIX X

Article 22 It is the responsibility of any department and responsible person involved in the matter of external guarantee of the Company to report the status of the external guarantee to the secretary of the Board of Directors in a timely manner and to provide the file information required for information disclosure.

Article 23 The relevant departments of the Company shall take necessary measures to control the information to the minimum extent possible for those who have knowledge of the guarantee information before it is publicly disclosed in accordance with the law. Any person who has legal or illegal knowledge of the Company’s guarantee information is under an exofficio obligation of confidentiality until the date of public disclosure of such information in accordance with the law, otherwise he/she will be liable for any legal responsibility arising therefrom.

Chapter 5 Liability For Breach Of Guarantee Management System

Article 24 The company shall provide external guarantee in strict accordance with this system. The Board of Directors of the Company will determine the appropriate punishment for the person responsible for the fault depending on the level of risk and loss borne by the Company and the severity of the situation.

Article 25 No individual of the Company shall enter into a guarantee contract without the legal authorization of the Company. If the guarantee contract is signed due to its non-authority or ultra vires act, the company has the right to recover from the non-authority or ultra vires person after the company assumes the corresponding responsibility according to laws and regulations.

Article 26 If the Board of Directors makes a resolution on external guarantees in violation of laws, regulations, the Articles of Association or the authorization and procedures stipulated in this system, resulting in losses to the Company or shareholders’ interests, the directors who participate in the voting shall be jointly and severally liable for compensation to the Company or shareholders, except for the directors who expressly dissent and record their dissent in the minutes of the meeting.

Article 27 If the Company assumes the responsibility that the guarantee is not required to assume by law due to the unauthorized decision of the staff of the Company’s management department or other responsible persons, and causes losses to the Company, the Company shall give administrative sanctions and has the right to recover compensation from them and require them to assume the responsibility of compensation.

– X-6 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR EXTERNAL GUARANTEES

APPENDIX X

Chapter 6 Supplementary Provisions

Article 28 Unless otherwise specified, terms used herein shall have the same meanings ascribed to them in the Articles of Association.

Article 29 In case of any matters not covered in these Regulations or in conflict with the provisions of laws, regulations, regulatory rules of the place where the Company’s shares are listed, or other normative documents, as promulgated after these regulations come into effect, or in conflict with the Articles of Association, the said provisions of laws, regulations, regulatory rules of the place where the Company’s shares are listed, other normative documents or the said Articles of Association shall prevail.

Article 30 These rules shall be reviewed and passed by the general meeting of the Company and shall take effect and be implemented from the date of the Company’s initial public offering of A shares and listing on the Shanghai Stock Exchange. Since the effective date of the Articles of Association, the original Management Policies for External Guarantees of the Company shall be automatically invalidated.

Article 31 These rules shall be interpreted by the Board.

– X-7 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR EXTERNAL INVESTMENT

APPENDIX XI

REMEGEN CO., LTD.

MANAGEMENT POLICIES FOR EXTERNAL INVESTMENT

Chapter 1 General Provisions

Article 1 In order to regulate the corporate governance structure of RemeGen Co., Ltd. (hereinafter referred to as the Company), ensure that the Company makes decisions in a scientific, safe and efficient manner, clarify the responsibilities of the Company’s general meeting, board of directors, general manager and other organizational bodies in making decisions regarding of the Company, and control financial and operational risks, these Rules (hereinafter referred to as the ‘‘Rules’’) are formulated in accordance with the relevant laws, regulations and regulatory documents of the Company Law of the People’s Republic of China (the ‘‘Company Law’’), Securities Law of the People’s Republic of China, Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of Shanghai Stock Exchange, and Articles of Association of the Company (the ‘‘Articles of Association’’).

Article 2 Where the investment projects involve external guarantees and related (connected) transactions, the relevant provisions of the Rules of External Guarantees and the Rules of Connected Transaction of the Company shall be complied with.

Article 3 The matters involving the external investments decision making described in these rules that included in the Company’s consolidated accounting statements are treated as matters occurring at the Company and the provisions of these rules shall apply.

Article 4 The Company’s investment decisions must comply with the provisions of national laws and regulations, industrial policies and the Articles of Association, meet the requirements of the Company’s development strategy and industrial planning, contribute to the Company’s sustainable development, have potential for expected investment returns and ultimately increase the Company’s value and shareholders’ returns.

Article 5 The directors, supervisors and senior management team members of the Company shall be faithful and diligent in performing these rules in accordance with the industry-recognized business standards, and shall be prudently in making judgments on relevant matters in the interest of the Company and in the interest of the safety and effectiveness of its assets.

Chapter 2 Scope of External Investments

Article 6 External investment herein refers to the Company’s activities of investing a certain amount of monetary capital, equity, physical assets, intangible assets or other assets that can be contributed according to laws and regulations and regulatory documents in order to obtain future income.

– XI-1 –

APPENDIX XI

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR EXTERNAL INVESTMENT

Article 7 The Company’s external investments can be classified into short-term and longterm investments according to the length of the investment period.

Short-term investments refer to investments that can be readily converted to cash and held for less than one year, including various stocks, bonds, funds or other marketable securities, etc., within the scope permitted by laws and regulations.

Long-term investments refer to various investments that the Company cannot or does not intend to convert to cash and holds for more than one year, including bond investments, equity investments, etc. Long-term investments include, but are not limited to, the following:

• (1) any enterprise independently established or business project independently funded by the Company;

• (2) any joint venture, cooperative company or development project funded and established by the Company together with other domestic and foreign independent legal entities;

• (3) additional investments in any enterprise in which the Company has majority or part of its shares;

• (4) acquisitions of equity or assets, and acquisitions and mergers of enterprises;

• (5) buying shares of other domestic and foreign independent legal entities;

• (6) other investments that the Company can make according to law.

Chapter 3 Sources of Funds for External Investments

Article 8 The sources of funds for the Company to input in investment projects include but are not limited to:

• (1) funds accumulated by the Company itself;

• (2) funds raised by borrowing or other financing methods (subject to compliance with the agreement on the purpose of borrowing or raising funds or the relevant provisions of laws and regulations).

Chapter 4 Organization and Management of External Investments

Article 9 The Company’s general meetings, the Board and the Operation Office are the investment decision-making bodies of the Company, and each shall make decisions on the Company’s investments within the scope of their permissible authority.

– XI-2 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR EXTERNAL INVESTMENT

APPENDIX XI

Article 10 The designated department of the Company is responsible for seeking and collecting information and related suggestions on investment projects, conducting a comprehensive analysis of the proposed investment projects in terms of market prospects, growth of the industry in which they engage, investment risks and the post-investment impact on the Company, and presenting project proposals. The shareholders, directors, senior management, relevant functional departments, relevant business departments and Associated Companies of the Company may submit written investment proposals or provide written information.

Article 11 The securities and investment and financing departments of the Company are responsible for the evaluation of investment benefits, fund raising, and handling of capital contribution procedures for the Company’s investment projects.

Chapter 5 Approval Permit for External Investment Projects

Article 12 Any external investment of the Company, after discussed and approved by the Board, shall be submitted to the general meeting for deliberation, provided one of the following standards is met:

• (1) the total assets involved in the investment account for more than 50% of the Company’s total assets audited in the latest period, and if the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data;

• (2) the investment amount accounts for more than 50% of the Company’s market value;

• (3) the net assets of the investment subject (such as equity) in the latest accounting year account for more than 50% of the Company’s market value;

• (4) the operating income of the investment subject (such as equity) in the latest accounting year accounts for more than 50% of the audited operating income of the Company in the latest accounting year, and exceeds RMB 50 million;

• (5) the profit generated by the investment accounts for more than 50% of the audited net profit of the Company in the latest accounting year, and exceeds RMB 5 million;

• (6) the net profit of the investment subject (such as equity) in the latest accounting year accounts for more than 50% of the audited net profit of the Company in the latest accounting year, and exceeds RMB 5 million;

• (7) other standards stipulated by laws, regulations, rules, regulatory documents and the ‘‘Articles of Association’’ to be submitted to the general meetings for deliberation.

If any value involved in the calculations above is negative, the absolute value shall apply.

The Board’ approval permit cannot exceed that authorized by the Company’s general meeting, and any permit beyond the Board’s approval permit shall be approved by the general meeting.

– XI-3 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR EXTERNAL INVESTMENT

APPENDIX XI

Article 13 Any external investment of the Company shall be submitted to the Board for deliberation, provided one of the following standards is met:

• (1) the total assets involved in the investment account for more than 10% of the Company’s total assets audited in the latest period, and if the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data;

• (2) the investment amount accounts for more than 10% of the Company’s market value;

• (3) the net assets of the investment subject (such as equity) in the latest accounting year account for more than 10% of the Company’s market value;

• (4) the operating income of the investment subject (such as equity) in the latest accounting year accounts for more than 10% of the audited operating income of the Company in the latest accounting year, and the absolute amount exceeds RMB 10 million;

• (5) the profit generated by the investment accounts for more than 10% of the audited net profit of the Company in the latest accounting year, and the absolute amount exceeds RMB 1 million;

• (6) the net profit of the investment subject (such as equity) in the latest accounting year accounts for more than 10% of the audited net profit of the Company in the latest accounting year, and the absolute amount exceeds RMB 1 million;

If any value involved in the calculations above is negative, the absolute value shall apply.

Article 14 For the following investment projects that are subject to the approval criteria of the Board as stipulated by these rules, the Board shall, in accordance with the actual situation of the Company and the principle of prudent authorization, designate the Operational Office to be responsible for the approval:

• (1) if the total assets involved in the investment account for less than 10% of the Company’s total assets audited in the latest period, and if the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data;

• (2) the investment amount accounts for less than 10% of the Company’s market value;

• (3) the net assets of the investment subject (such as equity) in the latest accounting year account for less than 10% of the Company’s market value;

• (4) the operating income of the investment subject (such as equity) in the latest accounting year accounts for less than 10% of the audited operating income of the Company in the latest accounting year, or the absolute amount is less than RMB 10 million;

– XI-4 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR EXTERNAL INVESTMENT

APPENDIX XI

• (5) the profit generated by the investment accounts for less than 10% of the audited net profit of the Company in the latest accounting year, or the absolute amount is less than RMB 1 million;

• (6) the net profit of the investment subject (such as equity) in the latest accounting year accounts for less than 10% of the audited net profit of the Company in the latest accounting year, or the absolute amount is less than RMB 1 million.

If any value involved in the calculations above is negative, the absolute value shall apply.

Article 15 The foregoing transaction amount in these rules refers to the amount paid for the transaction, the liabilities and expenses assumed, etc. If the transaction arrangement involves possible future payment or receipt of consideration, and neither specific amount is involved nor the amount has been determined according to the set conditions, the expected maximum amount is the transaction amount.

The foregoing market value stipulated in these rules refers to the arithmetic mean of the closing market value for the 10 trading days prior to the transaction.

If the Company implements the installment transactions, the approval procedures stipulated in these rules shall apply on the basis of the total amount of the transaction, and the Company shall disclose the actual occurrence of installment transactions in a timely manner.

If the Company and the same counterparty have external investment transactions of the same type and in opposite directions at the same time, the approval procedures stipulated in these rules shall be applied according to the unidirectional amount thereof.

If the company conducts the same type of external investment transactions related to the subject matter, the approval procedures stipulated in these rules shall be applied based on the principle of accumulative calculation for consecutive 12 months. If the obligations have been performed in accordance with the approval procedures stipulated in these rules, they are no longer included in the relevant cumulative calculation.

Article 16 If an investment does not meet the criteria for consideration by the Board or the general meeting of the Company as stipulated in these rules, while the Board, the chairman or the general manager of the Company believes that the transaction poses or may pose a greater risk to the Company, it may be submitted to the shareholders general meeting or the Board for consideration and approval.

Article 17 If the Company’s internal investment projects involve the approval of the general meeting, the Board and the general manager, and the regulations regarding the transaction amount standards shall be implemented specifically and governed by the preceding provisions of this chapter.

– XI-5 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR EXTERNAL INVESTMENT

APPENDIX XI

Article 18 No subsidiary of the Company is allowed to make its own decisions about its external investments. The external investments of a subsidiary shall be executed by the subsidiary in accordance with the lawful procedures and the management rules of that subsidiary after discussion by the management of the subsidiary and approval by the corresponding approval procedures in accordance with the provisions of these rules.

Chapter 6 Decision-making and Management Procedures for External Investments

Article 19 According to the nature of the investments, the Company’s investments are divided into investments in new projects and capital increase in existing projects.

Investments in new projects refers to the investments in projects that has just been established and approved, according to the approved investment amount.

Capital increase in existing projects refers to the activity of adding investments in original investment projects on the basis of the original approved investment amount in accordance with the needs of business operations.

Article 20 Investment procedures:

• (1) The competent person or department of the Company’s relevant department or holding subsidiary shall organise a working group of relevant personnel to prepare a feasibility report, draft agreement document, draft articles of association (if applicable) and other documents in respect of the investment project proposed by them.

• (2) Upon completion of the feasibility report, draft agreement document and draft articles of association (if applicable) of the project, the relevant department of the Company, the officer or department in charge of the holding subsidiary, shall approve these documents in accordance with the Company’s internal decision-making procedures.

• (3) The relevant department of the company shall be responsible for the implementation of the external investment project that has been approved for implementation by the competent authority.

• (4) The Company’s management is responsible for overseeing the operations of the project and its management.

Article 21 The Company’s investment is subject to budget management. During the execution, the investment budget can be adjusted reasonably according to changes of actual conditions. The investment budget plan must be approved by a competent authority.

– XI-6 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR EXTERNAL INVESTMENT

APPENDIX XI

Article 22 The investment contract or agreement in relation to the investment project should be entered into with the investee, and the investment contract or agreement must be approved by the authorised decision-making authority before it can be formally signed externally. The Company shall authorize specific departments and persons to input cash, physical objects or intangible assets in accordance with the investment contract or agreement. The input of physical objects must go through the physical object handover procedures and be approved by the physical object use and management department.

Article 23 As for the investment project, a separate expert or intermediary can be engaged to conduct a feasibility study.

Article 24 The Company shall select qualified professional financial management institutions with good credit and financial standing, no adverse integrity records and strong profitability as the trustees, and sign a written contract with the trustees, specifying the amount, term, investment varieties, rights and obligations of both parties and legal liabilities of the entrusted wealth management.

The Company shall assign a person to keep track of the progress of the entrusted wealth management and the safety of the investment, and shall require the person to report any irregularities in a timely manner so that effective measures can be taken immediately to recover the funds and avoid or reduce the Company’s losses.

Chapter 7 Disposal of External Investments

Article 25 The Company may dispose of investment projects if one of the following situations occurs to the Company’s investment projects:

• (1) according to the Articles of Association of the investee, its operating period expires and the general meeting decides not to extend it;

• (2) The investment project clearly goes contrary to the direction of the Company’s operations;

• (3) the investment project suffers continuous losses and shows no hope of recovery or no market prospects;

• (4) the Company’s operation capital is insufficient and needs to be replenished;

• (5) any force majeure event occurs and prevents the Company from continuing to implement the investment project;

• (6) other circumstances the Company deems necessary.

– XI-7 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR EXTERNAL INVESTMENT

APPENDIX XI

Article 26 The Company may recoup the investment if one of the following situations occurs to the Company’s investment projects:

• (1) the operation of the investment project (enterprise) expires in accordance with the Articles of Association;

• (2) due to poor management and inability to repay the due debts, the investment project (enterprise) goes bankrupt according to law;

• (3) any force majeure event occurs and prevents the Company from continuing to implement the investment project (enterprise);

• (4) other conditions for the termination of the investment as stipulated in the contract occur.

Article 27 The management department in charge of investment projects and the finance department of the Company shall report to the general manager on a regular or irregular basis on the progress of the implementation of investment projects and the investment benefits.

Article 28 Except as otherwise provided in the Articles of Association and these rules, the authority to dispose of an investment project is the same as that to approve an investment project.

Chapter 8 Personnel Management for External Investments

Article 29 When investing in the formation of a cooperative or joint venture company, the Company shall determine the number of directors, supervisors and senior management to be appointed or recommended by the Company in accordance with the Company’s shareholding proportion, to ensure that the aforementioned personnel are sufficient to maintain the Company’s control over the subsidiary in the board of directors, supervisory committee and management.

Article 30 The Company’s Operational Office shall give preliminary opinions on the candidates for above-mentioned dispatched employees (hereinafter referred to as ‘‘dispatched employees’’) and then the Company’s chairman of the Board shall approve and issue appointment opinions. The above-mentioned dispatched employees shall effectively perform their duties in accordance with the Company Law and the Articles of Association of the invested company, safeguard the Company’s interests in the operation and management activities of the investee, realize the preservation and appreciation of the Company’s investments, and strive to maximize the interests of shareholders.

Article 31 The directors appointed by the Company to serve as the investee’s directors (hereinafter referred to as ‘‘dispatched directors’’) must participate in the decision-making of the Board of the investee and undertake the work assigned by the Board of the investee, frequently conduct in-depth investigations and studies of the investee, read carefully various business and financial reports of the Company, accurately understand the operation and management of the investee, and report important conditions that occur to the investee to the Company in a timely manner.

– XI-8 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR EXTERNAL INVESTMENT

APPENDIX XI

Article 32 The dispatched directors shall attend Board meetings of the investee on time.

Chapter 9 Financial Management and Auditing of External Investments

Article 33 The Company’s finance department shall keep complete accounting records of the Company’s investment activities, conduct detailed accounting, set up separate ledgers for each investment project, and keep relevant information in detail. The accounting methods used for the investment projects shall comply with the provisions of accounting standards and accounting systems.

Article 34 The financial work of a controlled subsidiary is directly managed by the Company. The Company’s finance department obtains monthly financial reports of the controlled subsidiary according to the needs of analysis and management, to consolidate the Company’s statements and analyze the financial position of the subsidiary, and safeguard the Company’s rights and interests from being harmed.

Article 35 Subsidiaries shall regularly provide written reports on changes in their funds and financial conditions to the Company’s finance department.

Article 36 The investment assets owned by the Company shall be regularly counted by internal auditors or other personnel who are not involved in the investment or checked with the custodian to verify whether it is owned by the Company. The counting records and the book records shall be checked to confirm the consistency of the accounts.

Chapter 10 Reporting and Disclosure of External Investments

Article 37 After the initial public offering and listing of the Company’s shares, the Company shall strictly fulfill its obligations to disclose information on the external investment project in accordance with the laws, regulations, regulatory rules of the place where the Company’s shares are listed, other regulatory documents and the relevant provisions of the Articles of Association.

Article 38 The relevant departments of the Company should cooperate with the Company in the disclosure of information on investment projects.

Article 39 All subsidiaries are required to follow the Company’s rules of information disclosure management. The Company has a legal right to be informed of all information about its subsidiaries.

Article 40 The information provided by the subsidiary shall be true, accurate, complete and reported to the Company in the first instance to enable timely external disclosure by the secretary of the Board of Directors.

Article 41 The subsidiary should have an information disclosure officer who is responsible for the disclosure of information of the subsidiary and for maintaining communication and working with the secretary of the Board of Directors of the Company.

– XI-9 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR EXTERNAL INVESTMENT

APPENDIX XI

Chapter 11 Supplemental Provisions

Article 42 Unless otherwise specified, terms used herein shall have the same meanings ascribed to them in the the Articles of Association.

Article 43 In case of any matters not covered in these Regulations or in conflict with the provisions of laws, regulations, regulatory rules of the place where the Company’s shares are listed, or other normative documents, as promulgated after these regulations come into effect, or in conflict with the Articles of Association, the said provisions of laws, regulations, regulatory rules of the place where the Company’s shares are listed, other normative documents or the said Articles of Association shall prevail.

Article 44 These rules shall be reviewed and passed by the general meeting of the Company and shall take effect and be implemented from the date of the Company’s initial public offering of A shares and listing on the Shanghai Stock Exchange. Since the effective date of these rules, the original Management Policies for External Investment of the Company shall be automatically invalidated.

Article 45 These rules shall be interpreted by the Board.

– XI-10 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR RAISED PROCEEDS

APPENDIX XII

REMEGEN CO., LTD.

MANAGEMENT POLICIES FOR RAISED PROCEEDS

Chapter I General Provisions

Article 1 In order to regulate the use and management of the proceeds by RemeGen Co., Ltd. (hereinafter referred to as the ‘‘Company’’), improve the efficiency of the use of the proceeds and protect the legitimate rights and interests of investors, in accordance with the Company Law of the People’s Republic of China, Securities Law of the People’s Republic of China, Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of Shanghai Stock Exchange (the ‘‘SSE Sci-Tech Board Listing Rules’’), the Guidelines of Shanghai Stock Exchange for the Application of Self-Regulation Rules for the Listed Companies on the SSE Sci-Tech Board No. 1 — Regulated Operation of Listed Companies, the Guidelines for the Regulation of Listed Companies No. 2 — Regulatory Requirements for the Management and Use of Raised Funds by Listed Companies and other laws, administrative regulations, departmental regulations and normative documents and the Articles of Association of Remegen Co., Ltd. (the ‘‘Articles of Association’’), the rules is formulated.

Article 2 The proceeds herein refer to the funds raised by the Company through issuing securities (including initial public offering of shares, allotment of shares, additional issuance, issuance of convertible corporate bonds, issuance of convertible corporate bonds with separate transactions, etc.) to non-specific objects and by issuing securities to specific objects, excluding the funds raised by the Company through implementation of equity incentive plan.

Article 3 The directors, supervisors, and senior executives of the Company shall exercise due diligence, urge the Company to use the proceeds in compliance with the regulatory requirements, consciously maintain the safety of the funds raised by the Company, and shall not participate in, assist or connive at the Company’s unauthorized or disguised change in the use of the proceeds.

Article 4 The controlling shareholder and the actual controller of the Company shall not directly or indirectly occupy or misappropriate the proceeds raised by the Company, and shall not use the proceeds raised by the Company and the Investment Projects financed by proceeds (the ‘‘Investment Project’’) to obtain improper benefits.

Article 5 Where an Investment Project is implemented through a subsidiary of the Company or other enterprise controlled by the Company, the company shall ensure that they comply with these rules.

– XII-1 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR RAISED PROCEEDS

APPENDIX XII

Chapter II Custody Of Proceeds

Article 6 The Company shall prudently select a commercial bank and open a special account for the proceeds (the ‘‘Special Account’’), and the proceeds shall be deposited in the special account approved by the board of directors for centralized management, and the Special Account shall not be used to deposit other funds or for other purposes.

If the Company has conducted more than two rounds of capital-raising, separate accounts should be set up for the proceeds of each round. If the actual net amount of proceeds exceeds the planned amount (the ‘‘Excess Fund’’), it shall also be deposited in a Special Account for the management.

Article 7 After the proceeds are available, the Company shall promptly go through capital verification procedures and have a capital verification report issued by an accounting firm qualified in securities practice.

Article 8 The Company shall sign a tripartite supervision agreement (the ‘‘Tripartite Agreement’’) with the sponsor agency or independent financial adviser and the commercial bank where the proceeds are deposited (the ‘‘Commercial Bank’’) within one month after the arrival of the proceeds. The Tripartite Agreement shall include at least the following contents:

• (i) The Company shall deposit all proceeds into the special account;

• (ii) The Commercial Bank shall provide the Company with monthly bank statements of the Special Account and copy them to the sponsor agency or independent financial adviser;

• (iii) The sponsor agency or independent financial adviser may inquire the information of the Special Account at any time at the Commercial Bank;

• (iv) The liability for breach of contract by the Company, the Commercial Bank, the sponsor agency or independent financial adviser.

If the Company implements the Investment Project through a holding subsidiary or other entity, a Tripartite Agreement shall be signed by the Company, the company implementing the Investment Project, the Commercial Bank and the sponsor agency or independent financial adviser; the Company and the company implementing the Investment Project shall be regarded as a common party.

If the said agreement is terminated prematurely before the expiry date due to the change of Commercial Bank, sponsor agency or independent financial adviser, the Company shall enter into a new agreement with the relevant parties within one month from the date of termination of the agreement.

– XII-2 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR RAISED PROCEEDS

APPENDIX XII

Chapter III Purposes Of Use Of Proceeds

Article 9 The Company shall use the proceeds in accordance with the plan in the application documents for the issuance. If the Company changes the purpose of use of the funds listed in the prospectus or the fund-raising prospectus, a resolution must be made by the shareholders general meetings. If circumstances arise that seriously affect the normal conduct of the plan for the use of the proceeds, the company shall make a timely announcement.

Article 10 The directors, supervisors, and senior executives of the Company shall exercise due diligence, urge the Company to use the proceeds in compliance with the regulatory requirements, consciously maintain the safety of the funds raised by the Company, and shall not participate in, assist or connive at the Company’s unauthorized or disguised change in the use of the proceeds.

Article 11 If one of the following circumstances occurs in an Investment Project, the Company shall re-evaluate the feasibility and expected returns of the project, decide whether to continue the project, and disclose the progress of the project, the reason of abnormal conditions and the adjusted Investment Project in the latest periodical report.

• (i) Significant changes in the market environment involved in the Investment Project;

• (ii) The Investment Project has been on hold for more than one year;

• (iii) The completion period of the investment plan has been exceeded and the amount of proceeds invested has not reached 50% of the planned amount; and

• (iv) Other abnormal circumstances of the Investment Project.

Article 12 The proceeds raised by the Company shall, in principle, be used for its main business and invested in the field of technology innovation. The use of the proceeds shall not violate the following rules:

• (i) Except for a financial enterprise, the proceeds shall not be used to carry out entrusted wealth management (except cash management), entrusted loans and other financial investments, securities investments, derivatives investments and other high-risk investments, nor may them be used to invest directly or indirectly in any company which mainly engages in the buying and selling securities;

• (ii) The use of the proceeds shall not be changed in disguise by pledging, entrusting loans or other means;

• (iii) The proceeds shall not be made available directly or indirectly to controlling shareholders, actual controllers and other connected persons for utilization, and facilitate the use of the Investment Project by connected persons to obtain improper benefits; and

• (iv) The Company shall not violate any other provisions of the regulations on the management of proceeds.

– XII-3 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR RAISED PROCEEDS

APPENDIX XII

Article 13 If the Company pre-invests in the Investment Project with self-owned capital, it may, within six months after the arrival of the proceeds, use such proceeds for replacing the self-owned capital applied in such Investment Project.

The replacement shall be reviewed and approved by the Board, with an assurance report issued by an accounting firm and published with the explicit consent from independent directors, the Supervisory Committee, the sponsor agency or independent financial advisor. The Company shall make an announcement within 2 trading days after the Board meeting.

Article 14 The Company’s temporarily idle proceeds may be subject to cash management, and the products in which they are invested shall meet the conditions of high security and good liquidity and shall not affect the normal conduct of the investment plan of the fundraising funds.

The investment products shall not be pledged, and the product-specific settlement accounts (if applicable) shall not be used to deposit other funds or for other purposes. In case of opening or cancellation of a product-specific settlement account, the Company shall report to the Exchange for record and announce within 2 trading days.

Article 15 Utilization of idle proceeds in investment products is subject to the approval of the Board of the Company, with the explicit consent of independent directors, The Supervisory Committee, the sponsor agency or independent financial adviser. The Company shall make an announcement as follows within 2 trading days of the Board meeting.

• (i) The basic information of the fund-raising, including the time of raising, the amount of proceeds, the net amount of proceeds and investment plan, etc;

• (ii) The use of the proceeds;

• (iii) The amount and term of the investment products of the idle fund raised, whether there is any disguised change in the use of the fund raised and the measures to ensure that the normal implementation of the Investment Project will not be affected;

• (iv) The income distribution method, investment scope and safety of the investment products; and

• (v) The statements issued by independent directors, the Supervisory Committee, the sponsor agency or independent financial adviser.

Article 16 Where the Company uses idle proceeds to temporarily replenish its working capital, it shall comply with the following requirements:

• (i) The Company shall not change the use of the proceeds in disguise and shall not affect the normal conduct of the investment plan of the proceeds;

– XII-4 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR RAISED PROCEEDS

APPENDIX XII

• (ii) The use of the replenishment shall be limited to production and operation related to the main business, and shall not be used through direct or indirect arrangements for the placing or subscriptions of new shares, or for transactions in shares and their derivatives, convertible bonds, etc.;

• (iii) The duration of a single working capital replenishment shall not exceed 12 months;

• (iv) The previous proceeds used for replenishing the working capital temporarily that are due have been repaid.

Utilization of idle proceeds in working capital replenishment is subject to the approval of the Board of the Company, with the explicit consent of independent directors, the Supervisory Committee, the sponsor agency or independent financial adviser. The Company shall report to the Exchange and make an announcement within 2 trading days after the board meeting.

Prior to the maturity date of the working capital replenishment, the Company shall repay such part of the proceeds to the Special Account for proceeds, and report to the Exchange and make an announcement within 2 trading days after all the funds have been repaid.

Article 17 The Excess Fund may be used for permanent replenishment of working capital or repayment of bank loans, provided that the cumulative amount used within each 12-month period shall not exceed 30% of the total Excess Fund Company shall undertake not to make high-risk investments or provide financial assistance to objects other than its holding subsidiaries within 12 months after the replenishment. The Company shall make a clear commitment in this regard in the announcement.

In the case that the company invests jointly with professional investment institutions in investment funds related to its main business, or in investment funds such as market-operated industrial investment funds for poor areas and public welfare funds for poverty alleviation, the aforesaid provisions shall not apply.

Article 18 Utilization of idle proceeds in permanent replenishment of working capital is subject to the approval of the Board of the Company, with the explicit consent of independent directors, the Supervisory Committee, the sponsor agency or independent financial adviser. The Company shall make an announcement as follows within 2 trading days of the Board meeting.

• (i) The basic information of the fund-raising, including the time of raising, the amount of proceeds, the net amount of proceeds, the amount of Excess Fund, etc;

• (ii) The undertaking not to make high-risk investments and provide financial assistance to others within 12 months after the replenishment of working capital; and

• (iii) The statements issued by independent directors, the Supervisory Committee, the sponsor agency or independent financial adviser.

– XII-5 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR RAISED PROCEEDS

APPENDIX XII

Article 19 Where the Company uses the Excess Fund for projects under construction and new projects (including acquisition of assets, etc.), it shall invest in the main business, conduct feasibility analysis of the investment projects in a scientific and prudent manner, submit them to the board of directors for review and approval, and have independent directors, the Supervisory Committee, the sponsor agency or independent financial adviser give an explicit statement of consent, and fulfill the obligation of information disclosure in a timely manner.

If the company plans to use the Excess Fund in a single transaction amounting to RMB50 million and reaching more than 10% of the total Excess Fund, it shall also be submitted to the shareholders general meetings for review and approval.

Article 20 After the completion of a single investment project, the Company’s utilization of the remaining proceeds of that project (including interest income) in other investment projects is subject to the approval of the Board, with the consent of independent directors, the Supervisory Committee, the sponsor agency or independent financial adviser. The Company shall make an announcement within 2 trading days after the Board meeting.

In the event that the remaining proceeds (including interest revenues) is less than RMB10 million, the use of such proceeds may be exempted from the aforesaid procedures but shall be disclosed in the annual report.

Chapter IV Change Of Purposes Of Use Of Proceeds

• Article 21 The Company shall be deemed to have changed the purpose of use of the proceeds in the following circumstances: (i) Cancellation or termination of the original Investment Project and implementation of a new project or working capital replenishment;

• (ii) Change in the subject of the implementation of the Investment Project, except for the change between the Company and its wholly-owned or controlled subsidiaries;

• (iii) Change in the implementation method of the Investment Project;

• (iv) Other circumstances as determined by the securities regulatory authorities as changes in the usage of the proceeds.

Article 22 Changes of the Company’s investment projects shall be considered and approved by the Board and at the general meeting, subject to the explicit consent of independent directors, sponsor agency or independent financial advisor and the Supervisory Committee.

If the Company only changes the place of implementation of the Investment Project, it may be exempted from the aforesaid procedures, but such change shall still be reviewed and approved by the board of directors of the company, and the reasons for the change and the statements of the sponsor agency or independent financial adviser shall be announced within 2 trading days.

– XII-6 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR RAISED PROCEEDS

APPENDIX XII

Article 23 The Investment Project after the change shall be invested in the main business.

The board of directors of the Company shall scientifically and prudentially conduct the feasibility analysis of new Investment Projects, make sure the Investment Project has good market prospect and profitability, effectively prevent risks and improve the efficiency of the use of the proceeds.

Article 24 Where the Company intends to change the investment of the proceeds, it shall make an announcement as follows within 2 trading days of the Board meeting:

• (i) The basic situation of the original Investment Project and the specific reasons for the change;

• (ii) The basic information and risk indication of the new Investment Project;

• (iii) The investment plan of the new Investment Project;

• (iv) The Description of the new Investment Project that has been approved or is pending approval by the relevant authorities (if applicable);

• (v) Statements of independent directors, the Supervisory Committee, the sponsor agency or independent financial adviser on the change of the Investment Project;

• (vi) Statements that the change of the Investment Project has yet to be submitted to the shareholders general meetings for review;

• (vii) Other information required by the Exchange.

Where the new Investment Projects involves connected transaction, asset purchase or outbound investment, disclosure shall be made in accordance with relevant rules.

Article 25 Where the Company intends to transfer the Investment Project to a new institution or replace it with a new project (except where the Investment Project has been fully transferred to a new institution or replaced with a new project in the implementation of a major asset restructuring by the Company), it shall make an announcement as follows within 2 trading days after submission to the board of directors for review.

• (i) The specific reasons for the transfer or replacement of the Investment Project;

• (ii) The amount invested in the project from the Proceeds;

• (iii) The extent of completion of the project and the benefits achieved;

• (iv) The basic information and risk indication of the new Investment Project (if applicable);

• (v) The pricing basis for the transfer or replacement and the related revenues;

– XII-7 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR RAISED PROCEEDS

APPENDIX XII

• (vi) The statements of independent directors, the Supervisory Committee, the sponsor agency or independent financial adviser on the transfer or replacement of the Investment Project;

• (vii) A statement that the transfer or replacement of the Investment Project has yet to be submitted to the shareholders’ general meetings for review; and

• (viii) Other information required by the Exchange.

The Company shall pay due attention to the receipt and use of the transfer price, the change of ownership and the continuous operation of the replacement assets, and fulfill the necessary information disclosure obligations.

Article 26 If the Company intends to change the implementation of the Investment Project to joint venture, it shall consider carefully the necessity of the joint venture on the basis of a full understanding of the basic situation of the joint venture party, and the Company shall hold a controlling stake to ensure effective control over the Investment Project.

Chapter V Management And Supervision Of Proceeds

Article 27 The finance department of the Company shall establish a ledger on the use of the proceeds and record in detail the expenditure of the proceeds and the contribution to the Investment Project. The internal audit department of the Company shall regularly inspect the deposit and use of the proceeds and report the inspection results to the board of directors.

Article 28 The Company shall make true, accurate and complete disclosure of the actual use of the proceeds.

Article 29 The Board of Company should conduct a comprehensive inspection of the progress of the investment projects every half year and issue a Special Report of the Deposit and Actual Utilization of the Proceeds of the Company (‘‘Special Report of Proceeds’’).

If the actual progress of the investment project deviates from the investment plan, the Company should provide the specific reasons in the Special Report of Proceeds. Where there is the use of idle proceeds to invest in products during the current period, the Company shall disclose in the Special Report of Proceeds the proceeds for the current reporting period as well as the share of investments, contracting parties, product names and terms at the end of the period.

The Special Report of Proceeds shall be reviewed and approved by the board of directors and The Supervisory Committee and shall be announced within 2 trading days after submission to the board of directors for review. At the time of annual audit, the Company shall engage an accounting firm to issue an assurance report on the deposit and use of the proceeds and disclose it when the annual report is disclosed.

– XII-8 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR RAISED PROCEEDS

APPENDIX XII

Article 30 Independent directors shall pay attention to whether there are material differences between the actual use of the proceeds and the information disclosed by the Company. Above half of independent directors can engage an accounting firm to issue assurance report regarding the deposit and utilization of proceeds. The Company shall actively cooperate and bear the necessary costs.

The board of directors of the Company shall make an announcement within 2 trading days after receiving the aforesaid assurance report. If the assurance report considers that there are irregularities in the management and use of the Company’s proceeds, the board of directors shall also announce the irregularities in the deposit and use of proceeds, the consequences that have been or may be caused and the measures that have been or are to be taken.

Article 31 The sponsor agency or independent financial adviser should conduct on-site investigation of the deposit and utilization of the Company’s proceeds at least every half year. After each accounting year is completed, the sponsor agency or independent financial advisor should issue a special audit report on the deposit and utilization of proceeds of the Company for the year, which will be disclosed when the Company discloses its annual report. The special audit report shall include the following contents:

• (i) The deposit and use of the proceeds and the balance of the special account;

• (ii) The progress of the Investment Project, including the deviation from the planned progress;

• (iii) The replacement of self-owned capital pre-committed to the Investment Project by the proceeds (if applicable);

• (iv) The replenishment of working capital by idle proceeds and the effectiveness of such replenishment (if applicable);

• (v) The usage of Excess Fund (if applicable);

• (vi) The changes in the use of the Proceeds (if applicable);

• (vii) The conclusive comments on the compliance of the deposit and use of the Proceeds; and

• (viii) Other information required by the Exchange.

After each accounting year is completed, the Board of the Company should disclose the conclusive opinion in the special audit report by the sponsor agency and the assurance report by the accounting firm in the Special Report of Proceeds.

– XII-9 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR RAISED PROCEEDS

APPENDIX XII

Chapter VI Supplementary Provisions

Article 32 The terms ‘‘above’’ and ‘‘before’’ as referred to in the Rules includes the number itself while the terms ‘‘more than’’ and ‘‘less than’’ does not.

Article 33 Unless otherwise specified, terms used herein shall have the same meanings ascribed to them in the Articles of Association.

Article 34 In the event of matters not covered by the rules, or in the event that the rules are contrary to laws, administrative regulations, departmental rules, normative documents or the Articles of Association, they shall be implemented in accordance with the laws, administrative regulations, departmental rules, normative documents or the Articles of Association.

Article 35 The formulation and amendment of the rules shall be reviewed by the general meeting of the Company and shall take effect and be implemented from the date of the Company’s initial public offering of A shares and listing on the Shanghai Stock Exchange.

Article 36 The right to interpret these Rules shall belong to the Board.

– XII-10 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES ON MATERIAL TRANSACTIONS

APPENDIX XIII

REMEGEN CO., LTD.

MANAGEMENT POLICIES ON MATERIAL TRANSACTIONS

Chapter 1 General Provisions

Article 1 In order to regulate the significant transaction decision making procedures of RemeGen Co., Ltd. (hereinafter referred to as the Company), ensure that the Company makes decisions in a scientific, safe and efficient manner, clarify the responsibilities of the Company’s general meeting, board of directors, general manager and other organizational bodies in making decisions regarding significant transactions of the Company, and control financial and operational risks, these Rules (hereinafter referred to as the ‘‘Rules’’) are formulated in accordance with the relevant laws, regulations and regulatory documents of the Company Law of the People’s Republic of China (the ‘‘Company Law’’), Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of Shanghai Stock Exchange, Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Hong Kong Listing Rules’’), and Articles of Association of the Company (the ‘‘Articles of Association’’).

Article 2 The transactions mentioned herein include the following:

• (1) purchasing or selling assets;

• (2) making external investment (except for purchasing bank wealth management products);

• (3) transferring or acquiring R&D projects;

• (4) signing license agreement;

• (5) provision of guarantees;

• (6) lease-in/lease-out of assets;

• (7) appointing others or being appointed for management of assets or business;

• (8) donating or receiving assets;

• (9) restructuring debts or claims;

• (10) providing financial assistance; and

• (11) other transactions recognized by the Shanghai Stock Exchange.

The purchasing or selling assets mentioned above excludes the activities relating to the daily operations such as the purchase of raw materials, fuel and energy and the sale of products and merchandise.

– XIII-1 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES ON MATERIAL TRANSACTIONS

APPENDIX XIII

Article 3 Where the significant transactions involve external guarantees and related party/ connected transactions, the relevant provisions of the Rules of External Guarantees and the Related Party/Connected Transaction Management Rules of the Company shall be complied with.

Article 4 The matters involved the significant transactions decision making described in these Rules that are included in the Company’s consolidated accounting statements are treated as matters occurring at the Company and the provisions of these Rules shall apply.

Article 5 The directors, supervisors and senior management team members of the Company shall be faithful and diligent in performing these Rules in accordance with the industry-recognized business standards, and shall be prudently in making judgments on relevant matters in the interest of the Company and in the interest of the safety and effectiveness of its assets.

Chapter 2 Approval Permit and Disclosure Obligations of Significant Transactions

Article 6 Any transactions of the Company (except for guarantee) shall be submitted to the Board Meeting for deliberation and be disclosed in time, provided one the following standards is met:

• (1) that the total assets involved in the transaction account for more than 10% of the Company’s total assets audited in the latest period, and if the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data;

• (2) that the transaction amount accounts for more than 10% of the Company’s market value;

• (3) that the net assets of the transaction object (such as equity) in the latest accounting year account for more than 10% of the Company’s market value;

• (4) that the operating income of the transaction object (such as equity) in the latest accounting year accounts for more than 10% of the audited operating income of the Company in the latest accounting year, and exceeds RMB 10 million;

• (5) that the profits from the transaction account for more than 10% of the audited net profits of the Company in the latest accounting year, and exceeds RMB 1 million; or

• (6) that the net profits of the transaction object (such as equity) in the latest accounting year accounts for more than 10% of the audited net profits of the Company in the latest accounting year, and exceeds RMB 1 million.

– XIII-2 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES ON MATERIAL TRANSACTIONS

APPENDIX XIII

Article 7 Any transactions of the Company (except for guarantee) shall be submitted to the General Meeting for deliberation, provided one the following standards is met:

• (1) that the total assets involved in the transaction account for more than 50% of the Company’s total assets audited in the latest period, and if the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data;

• (2) that the transaction amount accounts for more than 50% of the Company’s market value;

• (3) that the net assets of the transaction object (such as equity) in the latest accounting year account for more than 50% of the Company’s market value;

• (4) that the operating income of the transaction object (such as equity) in the latest accounting year accounts for more than 50% of the audited operating income of the Company in the latest accounting year, and exceeds RMB 50 million;

• (5) that the profits from the transaction account for more than 50% of the audited net profits of the Company in the latest accounting year, and exceeds RMB 5 million; or

• (6) that the net profits of the transaction object (such as equity) in the latest accounting year accounts for more than 50% of the audited net profits of the Company in the latest accounting year, and exceeds RMB 5 million.

The net profit indicator in the above standards can be exempted before the company makes profits.

Article 8 The transaction amount stipulated in Articles 6 and 7 refers to the amount paid for the transaction and the liabilities and expenses assumed, etc.

If the transaction arrangement involves possible future payment or receipt of consideration, and neither specific amount is involved nor the amount has been determined according to the set conditions, the expected maximum amount is the transaction amount.

Article 9 The market value stipulated in the Rules refers to the arithmetic mean of the closing market value for the 10 trading days prior to the transaction. Article 10 If the Company implements the instalment transactions, Articles 6 and 7 of the Rules shall be applied on the basis of the total amount of the transaction. The Company shall disclose the actual occurrence of the installment transactions in a timely manner.

Article 11 If the Company and the same counterparty have transactions of the same type and in opposite directions at the same time, Article 6 and Article 7 shall be applied according to the unidirectional amount thereof.

– XIII-3 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES ON MATERIAL TRANSACTIONS

APPENDIX XIII

Article 12 Except for the provision of guarantees, entrusted wealth management and other matters stipulated in the business rules of the Shanghai Stock Exchange, if the company conducts the same type of transactions related to the subject matter, Article 6 and Article 7 shall be applied based on the principle of accumulative calculation for consecutive 12 months.

If the obligations have been performed in accordance with Article 6 or 7, they are no longer included in the relevant cumulative calculation.

Article 13 If the equity interest is the subject of the transaction and meets the criteria set forth in Article 7, the Company shall provide an audit report of the financial reports for the latest year and the current period of the subject of the transaction; if the subject of the transaction is a non-cash asset other than an equity interest, an valuation report shall be provided. The cut-off date of the audited financial report shall not be more than 6 months from the date of the audited report being used and the valuation date of the valuation report shall not be more than 1 year from the date of the valuation report being used.

The audit report and the valuation report required by the preceding paragraph shall be issued by securities trading service institutions qualified to carry out securities and futures trading related business.

Article 14 If the Company has an equity transaction that results in a change in the scope of the Company’s consolidated financial statements, the relevant financial indicators of the Company to which the equity interest relates shall be used as the basis for calculation, and Article 6 or Article 7 shall apply.

If the aforementioned equity transaction does not result in a change in the scope of the consolidated financial statements, the relevant financial indicators shall be calculated in proportion to the change in the Company’s shareholding, and Article 6 or Article 7 shall apply.

Article 15 If the Company relinquishes its rights of first refusal or rights of increasing the capital of the equity interest in a subsidiary controlled by the Company directly or indirectly, which results in the subsidiary no longer being included in the consolidated financial statements and the equity asset shall be deemed to have been sold, the relevant financial indicators of the company to which the equity interest relates shall be used as the basis for calculation, and Article 6 or Article 7 shall apply.

If the Company relinquishes portion of its rights of first refusal or rights of increasing the capital of the equity interest in a subsidiary controlled or not controlled by the Company, which does not result in a change in the scope of the consolidated financial statements, but results in the equity interest of the Company being diluted, the relevant financial indicators shall be calculated in proportion to the change in the Company’s shareholding, and Article 6 or Article 7 shall apply.

If the Company relinquishes or partially relinquishes its beneficiary rights in respect of an unincorporated entity under the Company, the provisions of the preceding two paragraphs shall apply by reference.

– XIII-4 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES ON MATERIAL TRANSACTIONS

APPENDIX XIII

Article 16 If the Company provides the financial assistance, the amount of the financial assistance shall be used as the transaction amount, and Article 6(2) or Article 7(2) shall apply.

Article 17 If the Company has entrusted wealth management on a rolling basis for 12 consecutive months, the highest balance for that period shall be amount of the transaction, and Article 6.2 or Article 7.2 shall apply.

Article 18 If the Company engages in a transaction of leasing in of assets or being entrusted for management of assets, the calculation shall be based on rent or income, and Article 6(4) or Article 7(4) shall apply.

If the company engages in a transaction of leasing out of assets or entrusting others to manage assets, the calculation shall be based on the total amount of assets, rental income or management fees, and Article 6 (1) and (4) or Article 7 (1) and (4) shall apply.

A change in the scope of the Company’s consolidated financial statements as a result of being entrusted for management, leasing in of assets, or entrusting others to manage or leasing out of assets, should be treated as a purchase or sale of assets.

Article 19 Any transactions within the scope of daily operations of the Company shall be disclosed in time, provided one the following standards is met:

• (1) that the total assets involved in the transaction account for more than 50% of the Company’s total assets audited in the latest period, and the absolute amount exceeds RMB 100 million;

• (2) that the transaction account accounts for more than 50% of the audited operating income or the operating cost of the Company in the latest accounting year, and exceeds RMB 100 million;

• (3) that the profits from the transaction account for more than 50% of the audited net profits of the Company in the latest accounting year, and exceed RMB 5 million; or

• (4) other transactions that may have a material impact on a company’s assets, liabilities, equities and operating results.

Article 20 Where a transaction involving the purchase or sale of assets by the Company involves a total amount of assets or a transaction amount that cumulatively exceeds 30% of the Company’s latest audited total assets within a continuous period of 12 months, it shall, in addition to being disclosed and audited or assessed in accordance with the provisions of Article 13, be submitted to the shareholders general meetings for consideration and approved by at least two-thirds of the voting rights held by the shareholders present at the meeting.

As for the transaction in which the company receives benefits unilaterally, including donated cash assets, debt relief, guarantees and subsidies, etc., the Company is exempt from the shareholders general meeting procedure in accordance with Article 7.

– XIII-5 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES ON MATERIAL TRANSACTIONS

APPENDIX XIII

The net profit indicator under Articles 6, 7 or 19 can be exempted before the company makes profits.

Article 21 If a significant transaction does not meet the criteria for consideration by the Board of Directors or the shareholders general meeting of the Company as stipulated in these rules, it shall be approved by the General Manager of the Company. However, if the Board of Directors, the Chairman or the General Manager of the Company believes that the transaction poses or may pose a greater risk to the Company, it may be submitted to the shareholders general meeting or the Board of Directors for consideration and approval.

Article 22 No subsidiary of the Company is allowed to make its own decisions about its significant transactions. The significant transactions of a subsidiary shall be executed by the subsidiary in accordance with the lawful procedures and the management rules of that subsidiary after discussion by the management of the subsidiary and approval by the corresponding approval procedures in accordance with the provisions of these rules.

Chapter 3 Management Procedures for Significant Transaction

Article 23 Management procedures:

• (1) The competent person or department of the Company’s relevant department or holding subsidiary shall organise a working group of relevant personnel to prepare a feasibility report, draft agreement document, draft articles of association (if applicable) and other documents in respect of the significant transaction project proposed by them.

• (2) Upon completion of the feasibility report, draft agreement document and draft articles of association (if applicable) of the project, the relevant department of the Company, the officer or department in charge of the holding subsidiary, shall approve these documents in accordance with the Company’s internal decision-making procedures.

• (3) The relevant department of the company shall be responsible for the implementation of the significant transaction project that has been approved for implementation by the competent authority.

• (4) The Company’s management is responsible for overseeing the operations of the project and its management.

Article 24 The contract or agreement in relation to the significant transaction project should be entered into with the investee, and the contract or agreement must be approved by the authorised decision-making authority before it can be formally signed externally.

Article 25 As for the significant transaction project, a separate expert or intermediary can be engaged to conduct a feasibility study.

– XIII-6 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES ON MATERIAL TRANSACTIONS

APPENDIX XIII

Article 26 The Company shall select qualified professional financial management institutions with good credit and financial standing, no adverse integrity records and strong profitability as the trustees, and sign a written contract with the trustees, specifying the amount, term, investment varieties, rights and obligations of both parties and legal liabilities of the entrusted wealth management.

The Company shall assign a person to keep track of the progress of the entrusted wealth management and the safety of the investment, and shall require the person to report any irregularities in a timely manner so that effective measures can be taken immediately to recover the funds and avoid or reduce the Company’s losses.

Chapter 4 Reporting and Disclosure of Significant Transactions

Article 27 After the initial public offering and listing of the Company’s shares, the Company shall strictly fulfill its obligations to disclose information on the significant transaction project in accordance with the laws, regulations, regulatory rules of the place where the Company’s shares are listed, other regulatory documents and the relevant provisions of the Articles of Association and these rules.

Article 28 The relevant departments of the Company should cooperate with the Company in the disclosure of information on investment projects.

Article 29 All subsidiaries are required to follow the Company’s rules of information disclosure management. The Company has a legal right to be informed of all information about its subsidiaries.

Article 30 The information provided by the subsidiary shall be true, accurate, complete and reported to the Company in the first instance to enable timely external disclosure by the secretary of the Board of Directors.

Article 31 The subsidiary should have an information disclosure officer who is responsible for the disclosure of information of the subsidiary and for maintaining communication and working with the secretary of the Board of Directors of the Company.

Chapter 5 Supplemental Provisions

Article 32 Unless otherwise specified, terms used herein shall have the same meanings ascribed to them in the the Articles of Association.

Article 33 In case of any matters not covered in these Regulations or in conflict with the provisions of laws, regulations, regulatory rules of the place where the Company’s shares are listed, or other normative documents, as promulgated after these regulations come into effect, or in conflict with the Articles of Association, the said provisions of laws, regulations, regulatory rules of the place where the Company’s shares are listed, other normative documents or the said Articles of Association shall prevail.

– XIII-7 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES ON MATERIAL TRANSACTIONS

APPENDIX XIII

Article 34 The formulation and amendment of the rules shall be reviewed by the general meeting of the Company and shall take effect and be implemented from the date of the Company’s initial public offering of A shares and listing on the Shanghai Stock Exchange.

Article 35 The right to interpret these Rules shall belong to the Board of Directors.

– XIII-8 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR FUNDS TRANSFERS WITH RELATED PARTIES

APPENDIX XIV

REMEGEN CO., LTD.

MANAGEMENT POLICIES FOR FUNDS TRANSFERS WITH RELATED PARTIES

Chapter 1 General Provisions

Article 1 In order to regulate the fund transactions between RemeGen Co., Ltd. (hereinafter referred to as the Company) and its related parties, avoid its related parties from appropriating the company’s funds, establish a long-term mechanism to prevent the controlling shareholders of the Company and the related parties from appropriating the company’s funds, and to protect the legitimate rights and interests of the Company, the shareholders and other stakeholders of the Company, these Regulations (hereinafter referred to as the ‘‘Regulations’’) are formulated in accordance with the relevant laws, regulations and regulatory documents of the Company Law of the People’s Republic of China (the ‘‘Company Law’’), Notice on Several Issues Concerning Regulating Fund Transactions between Listed Companies and Their Related Parties and the External Guarantees of Listed Companies, Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of Shanghai Stock Exchange, Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Hong Kong Listing Rules’’), and Articles of Association of the Company (the ‘‘Articles of Association’’).

Article 2 The related parties specified herein shall have the same meanings ascribed to them in the Related Party/Connected Transaction Management Rules.

Article 3 Funds appropriation referred herein includes operating fund appropriation and non-operating fund appropriation.

Operating fund appropriation refers to appropriation of funds from the Company by the related parties in related party transactions during the production and operating links of purchasing, sales, etc.

Non-operating fund appropriation refers to the payment of fees and other expenses such as wages, welfare, insurance, advertising fees and other expenses for the related parties of the Company, and repayment of debts for the related parties of the Company, direct or indirect lending of funds to the related parties of the Company with or without compensation, direct or indirect bank lending of funds to related parties of the Company, the form of debts by undertaking guaranty liability for the related party of the Company and other situations in which the funds are used to the relevant parties of the company in the absence of the provision of any goods and services.

Article 4 The related parties shall not damage the interests of the Company with the relation. Anyone who causes any loss to the Company as a result of violating the relevant provisions shall be liable for the compensation.

– XIV-1 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR FUNDS TRANSFERS WITH RELATED PARTIES

APPENDIX XIV

Chapter 2 Regulations for Preventing Fund Appropriation and Governing Fund Transactions with Related Parties

Article 5 During the transactions concerning operating funds between the controlling shareholders and other related parties, appropriation of company funds shall be strictly limited. The controlling shareholders and other related parties shall not demand the Company to advance such expenses as wages, welfares, insurance premiums, advertisement fees, etc., and shall not bear any cost or other expenses on behalf of another party.

Article 6 The Company shall strictly perform the relevant procedures and fulfil information disclosure obligations when having operating fund transactions with directors, supervisors, senior managers, controlling shareholders, actual controllers and other related parties, and specify the settlement period as regards the transactions of operating funds. The Company shall not provide financial assistance such as funds for directors, supervisors, senior managers, controlling shareholders, actual controllers and their related parties, or give rise to other abnormal appropriation of operating funds in the form of operating fund transactions.

Article 7 The Company shall not provide the funds directly or indirectly to the controlling shareholders and other related parties for use in the following ways:

• (1) lending the company funds to the controlling shareholders and other related parties of the Company with or without compensation;

• (2) providing entrusted loans to the related parties of the Company via banking or nonbanking financial institutions;

• (3) entrusting controlling shareholders and other related parties to engage in investment activities;

• (4) issuing trade acceptance bills lacking actual trading activities for controlling shareholders and other related parties;

• (5) repaying loans on behalf of controlling shareholders and other related parties; and

• (6) any other means as confirmed by securities institutions inside and outside the borders.

Article 8 The Company’s accounting department shall inspect the Company on a regular basis, make a serious accounting and statistics on fund transactions between the Company and its related parties, and give a report regarding the investigation of non-operating funds transacted with the related parties of the Company.

Article 9 The internal audit department of the Company shall carry out regular internal audit on the fund appropriation by the related parties of the Company, supervise and inspect the operating activities and internal control, review the objects and contents audited each time, and put forward suggestions for improvement and treatment, so as to ensure the normal implementation of both internal control and production activities.

– XIV-2 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR FUNDS TRANSFERS WITH RELATED PARTIES

APPENDIX XIV

Article 10 The directors, supervisors and senior managers of the Company shall be aware of any situations that may harm the interests of the Company, such as potential or actual embezzlement of funds by the related parties, and shall promptly report any abnormality to the board of directors for appropriate measures and give relevant disclosure.

Article 11 When auditing the Company’s annual financial reports, the certified public accountant employed by the Company shall, in accordance with these Regulations, issue a special statement on the existence of fund appropriation by controlling shareholders and other related parties, and the Company shall make an announcement in terms of the special statement.

Article 12 Where the loss or possible loss is caused to the Company as a result of the appropriation or transfer of the Company’s capital and property or other resources by the related parties, the Board of Directors shall take preventive measures such as litigation and property preservation in a timely manner to avoid or minimize the loss, and hold the relevant personnel accountable.

Chapter 3 Payment Procedures for Fund Transactions between the Company and Related Parties

Article 13 The directors, supervisors, and senior managers of the Company shall be legally responsible for ensuring the safety of the company’s funds and property and shall assiduously perform their duties pursuant to the laws, regulations, rules, normative documents and regulations in the Articles of Associations.

Article 14 The fund transactions between the Company and its related parties due to normal related party transactions shall first be examined and approved by the relevant decision-making body of the Company pursuant to the prescribed procedures in strict accordance with the relevant laws, regulations, rules, normative documents and the provisions of the Articles of Association.

Article 15 Upon the approval by the relevant decision-making body of the Company in accordance with the corresponding procedures, the Company shall sign the relevant related party transaction agreement with the related parties based on the contents approved. The related party transaction agreement entered into between the Company and the related parties shall not go against the resolution or decision of the relevant decision-making body of the Company approving the related party transaction.

Article 16 The board chairman of the Company or the senior manager in charge of the Company shall approve the payment of the funds in accordance with the funds and payment time stipulated by the fund approval permit and the corresponding related party transaction agreement, and issue instructions for the payment of funds to the financial staff.

– XIV-3 –

APPENDIX XIV

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR FUNDS TRANSFERS WITH RELATED PARTIES

Article 17 The director and senior manager of the Company shall not require financial staff to pay the funds to the related parties without the approval by the corresponding decision-making body of the company in accordance with the legal procedures, nor shall they require financial staff to pay the funds to the related parties against the resolution or decision made by the corresponding decision-making body and the relevant transaction agreement between the Company and related parties in accordance with the law.

Article 18 In case the payment for a related party transaction between the Company and the related parties is required, the accounting department of the Company shall, in addition to using the relevant agreements, contracts and other documents as the basis for payment, check whether the items on which the payment is based are in line with the decision procedures stipulated in the Articles of Association and the Company’s related rules, and submit the result to the company’s accounting department for review and approval.

Article 19 The accounting department of the Company shall strictly abide by the rules and regulations as well as financial disciplines of the Company when dealing with the payment matters between the Company and the related parties.

Chapter 4 Accountability and Punishment

Article 20 Where the Company’s controlling shareholder or the actual controller violates these Regulations by occupying the company funds with their relation, and consequently harms the Company’s interests and causes losses, they shall be liable to compensate the losses of the Company, and the relevant personnel shall also undertake the corresponding responsibility.

Article 21 The Board of Directors of the Company shall be responsible for protecting the funds of the company from being occupied by any controlling shareholder, and the directors and senior managers of the Company shall provide assistance. Where losses are caused to the company due to the assistance or connivance of any controlling shareholder in occupying the Company’s property, or due to the violation of these Regulations, the directors of the Company shall take disciplinary action against the responsible person depending on the circumstances, and the Company shall have the right to demand compensation for damages.

Chapter 5 Supplemental Provisions

Article 22 Unless otherwise specified, terms used herein shall have the same meanings ascribed to them in the Articles of Association.

Article 23 In case of any matters not covered in these Regulations or in conflict with the provisions of laws, regulations, regulatory rules of the place where the Company’s shares are listed, or other normative documents, as promulgated after these regulations come into effect, or in conflict with the Articles of Association, the said provisions of laws, regulations, regulatory rules of the place where the Company’s shares are listed, other normative documents or the said Articles of Association shall prevail.

– XIV-4 –

PROPOSED FORMULATION OF THE MANAGEMENT POLICIES FOR FUNDS TRANSFERS WITH RELATED PARTIES

APPENDIX XIV

Article 24 The Regulations shall be reviewed and passed by the general meeting of the Company and shall take effect and be implemented from the date of the Company’s initial public offering of A shares and listing on the Shanghai Stock Exchange.

Article 25 These Regulations shall be interpreted and amended by the Board of Directors upon the authorization conferred by the General Meeting.

– XIV-5 –

REPORT ON THE USE OF PROCEEDS RAISED IN PREVIOUS OFFERING BY REMEGEN CO., LTD.

APPENDIX XV

REPORT ON THE USE OF PROCEEDS RAISED IN PREVIOUS OFFERING BY REMEGEN CO., LTD.

1. General Information on the Proceeds from Previous Fund Raising Activities

As approved under China Securities Regulatory Commission Approval (Zheng Jian Xu Ke [2020] No.2127) by the China Securities Regulatory Commission, RemeGen Co., Ltd. issued H shares to the public outside the PRC. The Company issued 88,017,500 overseas listed foreign shares (H shares) to the public in November 2020 and December 2020 (including over-allotment shares) at an issue price of HK$52.10 per share, raising total proceeds of HK$4,585,711,750.00 (equivalent to RMB3,905,012,706.93). The net amount of proceeds was HK$4,444,221,018.96 (equivalent to RMB3,784,520,317.24) after deduction of underwriters’ commission and other issue expenses. Taking into account the interest income of HK$2,140.86 (equivalent to RMB1,801.84) received by the Company, the net proceeds available to the Company amounted to RMB3,784,522,119.08 in total.

The above proceeds were remitted to the Company’s special account for the proceeds with Bank of China Hong Kong Branch in November 2020 and December 2020 respectively.

As of December 31, 2020, the balance of the special account for the H Shares proceeds was HK$612,040,589.07 (equivalent to RMB515,117,405.24), US$4,730,848.13 (equivalent to RMB30,868,351.05) and RMB2,214,475,828.17, with a total RMB balance of RMB2,760,461,584.46.

2. Projects Actually Invested with the Proceeds from Previous Fund Raising Activities and Changes in these Projects

The net proceeds from previous fund raising activities are intended to be used for the following purposes: (1) approximately 50% for investment in clinical development and commercialization of drug candidates; (2) approximately 25% for funding the construction of new manufacturing facilities to expand commercial production capacity; (3) approximately 15% for repayment of borrowings from Yantai Rongchang Pharmaceuticals Co., Ltd. (‘‘RC Pharma’’); and (4) approximately 10% for general corporate and working capital purposes.

As of December 31, 2020, there was no change in the projects actually invested with proceeds from previous fund raising activities of the Company.

3. External Transfer or Replacement of Projects Invested with the Proceeds from Previous Fund Raising Activities

As of December 31, 2020, there was no external transfer or replacement of projects invested with proceeds from previous fund raising activities of the Company.

– XV-1 –

REPORT ON THE USE OF PROCEEDS RAISED IN PREVIOUS OFFERING BY REMEGEN CO., LTD.

APPENDIX XV

4. Temporary Use of Idle Proceeds for Other Purposes

As of December 31, 2020, there was no temporary use of the proceeds from previous fund raising activities of the Company for other purposes.

5. Comparison of the Actual Use of the Proceeds from Previous Fund Raising Activities with the Relevant Contents of the Company’s Disclosure Documents

There is no discrepancy between the actual use of the proceeds from previous fund raising activities and the relevant contents disclosed in the Company’s periodic reports and other disclosure documents.

– XV-2 –

REPORT ON THE USE OF PROCEEDS RAISED IN PREVIOUS OFFERING BY REMEGEN CO., LTD.

APPENDIX XV

Unit: RMB10,000	Total amount of the raised proceeds that have been	invested during the current year 102,406.05	Accumulated amount of the raised proceeds that have been invested 102,406.05	Accumulated amount of the raised proceeds that have been invested 102,406.05	Difference	between the	accumulated	investment	and the	committed Investment Date that the Whether the	investment as progress as of project Benefits Whether the feasibility of	of the end of the end of the reaches to an realized expected the project	the period period (%) usable during the benefits are has changed	(3) = (1) - (2) (4) = (2) / (1) condition current year achieved significantly			171,789.17 9.21% N/A N/A N/A No		76,692.84 18.94% N/A N/A N/A No	8,182.51 85.59% N/A N/A N/A No		19,381.64 48.79% N/A N/A N/A No	276,046.16 27.06% — — — —
		378,452.21	Nil	Nil						Accumulated	investment as	of the end of	the period	(2)			17,436.94		17,920.21	48,585.32		18,463.58	102,406.05
Prepared by: RemeGen Co., Ltd.		Net proceeds raised	Total amount of the raised proceeds that change of use	Percentage of total amount of the raised proceeds that change of use				Total	Changed investment of	projects, Total the raised	including committed proceeds	partial investment of after Investment of	Committed investment changes the raised adjustment the current	projects (if any) proceeds (1) year	Clinical development and	commercialization of	candidate drugs No 189,226.11 189,226.11 17,436.94	Construction of new	manufacturing facilities No 94,613.05 94,613.05 17,920.21	Repayment of borrowings No 56,767.83 56,767.83 48,585.32	General corporate and	working capital No 37,845.22 37,845.22 18,463.58	Total — 378,452.21 378,452.21 102,406.05

– XV-3 –

NOTICE OF THE 2021 SECOND EXTRAORDINARY GENERAL MEETING

==> 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 THE 2021 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2021 second extraordinary general meeting (the ‘‘EGM’’) of RemeGen Co., Ltd. (the ‘‘Company’’, together with its subsidiaries, the ‘‘Group’’) will be held immediately after the conclusion of the annual general meeting of the Company held at 2 p.m. on Tuesday, June 1, 2021 at 58 Middle Beijing Road, Yantai Development Zone, Yantai Area of Shandong Pilot Free Trade Zone, PRC or at any adjustment thereof for the purpose of considering and, if thought fit, passing the following resolutions (with or without amendments). Unless otherwise indicated, capitalised terms used herein shall have the same meanings as ascribed to them in the circular dated May 14, 2021 issued by the Company (the ‘‘Circular’’).

SPECIAL RESOLUTIONS

1. To consider and approve the fulfillment by the Company of the requirements for initial public offering of A Shares and listing on the Sci-Tech Board.

2. To consider and approve the proposed Issue of A Shares as follows (each and every items as a separate resolution):

3. i. Class of new Shares to be issued: Ordinary Shares (A Shares).

4. ii. Place of listing: All A Shares will be listed and traded on the Sci-Tech Board.

5. iii. Nominal value of new Shares to be issued: RMB1.00 each.

6. iv. Issue size: The Company proposes to issue not more than 54,426,301 new A Shares, representing approximately 11.11% of the issued Shares of the Company as of the Latest Practicable Date, and approximately 10% of the enlarged issued Shares upon completion of the Issue of A Shares. The Issue of A Shares only involves issue of new Shares, and will not involve sale of Shares by existing shareholders. The final issue size will be determined by the Board after consultation with the lead underwriter(s) according to the authorization (if granted at the EGM and the Class Meetings), and be subject to final number of A Shares registered by the CSRC. No over-allotment option will be granted under the Proposed Issue of A Shares.

– N-1 –

NOTICE OF THE 2021 SECOND EXTRAORDINARY GENERAL MEETING

• v. Target subscribers: Investors who fulfill the relevant rules and requirements relating to the Sci-Tech Board published by the Shanghai Stock Exchange and the CSRC (excluding those in respect of which subscription has been prohibited by laws, regulations and regulatory documents of the PRC).

• vi. Method of issuance: The Issue of A Shares will be conducted through a combination of off-line placement to the price consultation participants and offering by way of on-line subscription by public investors, or other methods of issuance approved by the securities regulatory authorities (including but not limited to offering to strategic investors).

• vii. Method of underwriting: The Issue of A Shares will be underwritten by the sponsor(s) and underwriter(s) by way of standby commitment.

• viii. Pricing methodology: The issue price for 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.

• ix. Schedule of issuance: The Company will proceed with the Issue within 12 months after the Shanghai Stock Exchange issues the approval opinion and CSRC approves the Issue. The Board and the lead underwriter(s) will determine the listing date for the A Shares after the CSRC agrees to the registration of the A Shares and after completion of the offering.

• x. Validity period of the resolutions: The resolutions will be valid for a period of 12 months from the date of approval at the EGM and the Class Meetings.

– N-2 –

NOTICE OF THE 2021 SECOND EXTRAORDINARY GENERAL MEETING

1. To consider and approve the investment projects to be funded by the proceeds raised from the Issue of A Shares and feasibility analysis. The proceeds raised by the Company from the proposed Issue of A Shares will be used for the following projects after deducting the issuance expenses:

No. Project name Current Status 1 Industrialization of Biologics (生物新藥產 業化項目) Commenced pre-construction works 2 Research and Development of Anticancer Antibodies (抗腫瘤抗體新藥研發 項目) Ongoing (including the phase Ib/II/III trials of RC48 for different indications which are currently under patient recruitment, the phase I trial of RC88 which is under patient recruitment, and the phase I trials of RC98 and RC108) 3 Research and Development of Antibodies Targeting Autoimmune and Ophthalmic Diseases (自身免疫及眼科疾病抗 體新藥研發項目) Ongoing (including the post- commercialisation confirmatory trial of RC18 for SLE and the Phase II/III trials of RC18 for other indications, the Phase Ib trial of RC28 for wAMD and phase II trials of RC28 for other indications which are under patient recruitment) 4 Working Capital N/A Total

Proposed investment amount from proceeds raised (RMB) 1,600,000,000 853,300,000 346,700,000 1,200,000,000

4,000,000,000

Note: Final names of the Projects shall be based upon names approved by or filed with (if required) the government authorities.

Before the proceeds raised from the Issue of A Shares are in place, the Company may make an initial investment with its own funds according to the needs of the projects, and after the proceeds raised are in place, the Company can replace the initial investment funds with the proceeds raised from the Issue of A Shares.

– N-3 –

NOTICE OF THE 2021 SECOND EXTRAORDINARY GENERAL MEETING

After the proceeds raised from the Issue of A Shares are in place, if the net proceeds actually raised (after deducting the issuance expenses) are less than the total amount of proceeds to be invested, the shortfall shall be covered by the Company with its own funds. If the proceeds raised from this issuance exceeds the capital requirements of the projects, the surplus amount will be mainly used for general corporate and working capital purposes.

The Company believes that there are good prospects for abovementioned projects which are complementary to the current businesses of the Company. The projects are also in line with the relevant national policies, environmental policies and other relevant laws and regulations. The projects and amounts of proceeds are appropriate for the current business size, financial status, technology standard and management capability of the Company. The proposed use of proceeds are in the interests of the Company and the Shareholders as a whole and are feasible.

1. To consider and approve the proposal for accumulated profit distribution and the plan for undertaking unrecovered losses prior to the Issue of A Shares:

As of the Latest Practicable Date, the Company has no undistributed accumulated profit. If the Company has undistributed accumulated profit or unrecovered losses before the Issue of A Shares and listing on the Sci-Tech Board, then it is proposed that the new and existing Shareholders shall share such profit or bear such losses in proportion to their respective shareholdings after the Issue of A Shares and listing on the Sci-Tech Board.

1. To consider and approve the Company’s share price stabilization plan and restraining measures within three years after the initial public offering of A Shares and listing on the Sci-Tech Board.

2. To consider and approve the Company’s three-year dividend distribution plan for Shareholders after initial public offering of A Shares and listing on the Sci-Tech Board.

3. To consider and approve the analysis on dilution on immediate return by initial public offering of A Shares and recovery measures for the immediate return.

4. To consider and approve the undertakings and restraining measures relating to the Issue of A Shares and listing on the Sci-Tech Board, and to authorize the Board to make appropriate undertakings for the purpose of the Issue of A Shares in accordance with the laws, regulations and regulatory documents of the PRC, the relevant regulations and policies of the securities regulatory departments, and combining the review for listing on the Sci-Tech Board in practice and the actual situation of the Company.

– N-4 –

NOTICE OF THE 2021 SECOND EXTRAORDINARY GENERAL MEETING

1. To consider and approve the authorization to the Board of Directors to fully handle matters in connection with the proposed Issue of A Shares and the listing on the Sci-Tech Board.

The authorization proposed to be granted to the Board shall include without limitation:

• i. The formulation and implementation of the specific proposals for this issuance, including but not limited to specific matters such as issue size, target subscribers, method of issuance, timing of issuance, pricing methodology and issue price, in accordance with laws and regulations, the relevant requirements of securities regulatory authorities and the securities market conditions, and within the framework and in accordance with the principles adopted by the Shareholders at the EGM and the Class Meetings.

• ii. The performance of all procedures relating to the Proposed Issue of A Shares and listing on the Sci-Tech Board, including the procedures relating to registration, approval, registration, review, filing with the relevant regulatory authorities, and to sign, execute, amend and complete all necessary documents to be submitted to the government, authority and organization.

• iii. The preparation, amendment, signing, submission, publication, disclosure, implementation, suspension and termination of all agreements, contracts, announcement or other documents and relating to this issuance and listing (including but not limited to the prospectus for the Issue of A Shares and listing on the Sci-Tech Board, relevant agreements for related (connected) transactions, sponsoring agreement, underwriting agreement, strategic placement agreements, listing agreement, engagement agreements of intermediaries), the engagement of sponsor(s), underwriter(s), legal adviser(s), auditing firm(s), asset valuer(s), receiving bank(s) and other in involved intermediaries this issuance and listing, and the determination and payment of all expenses relating to this issuance and listing.

• iv. The necessary supplement and amendment to the Articles (draft) and the internal management policies of the Company, the ‘‘Plan for Stabilization of Price of A Shares within Three Years After the Initial Public Offering of A Shares and Listing on the Sci-Tech Board’’, the ‘‘Three-Year Dividend Distribution Plan for Shareholders after the Initial Public Offering of A Shares and Listing on the Sci-Tech Board’’, the ‘‘Analysis on Dilution on Immediate Return by the Initial Public Offering of A Shares and Recovery Measures for the Immediate Return’’ and other application documents and undertakings by the Company according to the applicable laws and regulations, requirements and suggestions of the relevant securities regulatory authorities or according to the actual conditions of this issuance.

– N-5 –

NOTICE OF THE 2021 SECOND EXTRAORDINARY GENERAL MEETING

• v. The appropriate adjustments to be made to the relevant matters of the investment projects funded by the proceeds raised according to the implementation process of this issuance and listing, market conditions, policy adjustments and comments of the relevant securities regulatory authorities, including but not limited to the confirmation of the process of the investment projects, the allocation of funds when applying the proceeds raised, the confirmation of a special deposit account for the proceeds raised, etc., so long as such adjustments comply with applicable laws.

• vi. According to the implementation process of this issuance, handling the matters of registration and filing of change in registered capital with the Administration for Market Regulation (市場監督管理局) and relevant regulatory authorities, handling the matters of listing of the A Shares on the Shanghai Stock Exchange and settlement of shareholdings at the China Securities Depository and Clearing Co., Ltd. (including but not limited to the registration, circulation and lock-up of shares).

• vii. To the extent permitted by relevant laws, regulations and regulatory documents, the handling of other matters considered to be necessary, desirable or appropriate for this issuance and listing.

The above authorization, if approved, shall be valid for a period of 12 months from the date of approval at the EGM and the Class Meetings.

Among the authorization matters mentioned above, except for items which are specifically required by laws, regulations, regulatory documents and securities regulatory and administrative institutions to be approved by resolutions of the Board of Directors, the other items may be exercised directly by the Chairman of the Board of Directors or his duly authorized persons on behalf of the Board of Directors.

1. To consider and approve the engagement of intermediaries, including Huatai United Securities Co., Ltd. (華泰聯合證券有限責任公司) as the sponsor/lead underwriter, King & Wood Mallesons (北京市金杜律師事務所) as the legal adviser to the Company as to PRC laws, and Ernst & Young Hua Ming LLP (安永華明會計師事務 所(特殊普通合夥)) as the auditor, for the Proposed Issue of A Shares and listing.

2. To consider and approve the status of major transactions with related parties during the reporting period (i.e. the years ended December 31, 2018, 2019 and 2020).

3. To consider and approve the proposed amendments to the Articles in respect of the Issue of A Shares.

– N-6 –

NOTICE OF THE 2021 SECOND EXTRAORDINARY GENERAL MEETING

1. To consider and approve the amendments to or adoption of each of the following internal management policies:

2. a) the ‘‘Rules of Procedures for the Meeting of Shareholders’’;

3. b) the ‘‘Rules of Procedures for the Board of Directors’’;

4. c) the ‘‘Rules of Procedures for the Supervisory Committee’’; and

5. d) the ‘‘Terms of Reference for Independent Non-Executive Directors’’.

6. To consider and approve the ‘‘Report on the Use of Proceeds Raised in Previous Offering by RemeGen Co., Ltd.’’.

ORDINARY RESOLUTIONS

1. To consider and approve the uncovered deficit of the Company amounting to onethird of the total share capital:

As at December 31, 2020, the accumulated loss of the Company was RMB619,708,670.96 and the total share capital of the Company was RMB489,836,702.

1. To consider and approve the amendments to or adoption of each of the following internal management policies:

2. a) the ‘‘Management Policies for Related (Connected) Transactions’’;

3. b) the ‘‘Management Policies for External Guarantees’’;

4. c) the ‘‘Management Policies for External Investment’’;

5. d) the ‘‘Management Policies for Funds Transfers with Related Parties’’;

6. e) the ‘‘Management Policies on Material Transactions’’; and

7. f) the ‘‘Management Policies for Raised Proceeds’’.

8. To consider and approve the appointment of Dr. Ma Lan as an independent nonexecutive Director of the Company.

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

Yantai, the PRC May 14, 2021

– N-7 –

NOTICE OF THE 2021 SECOND EXTRAORDINARY GENERAL MEETING

Notes:

1. 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.

2. 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.

3. 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 Monday, May 31, 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.

4. For the purpose of determining the list of holders of H shares who are entitled to attend the EGM, the H share register of members of the Company has been scheduled to close from Sunday, May 2, 2021 to Tuesday, June 1, 2021, both days inclusive, during which period no transfer of 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 accompanied by the relevant share certificates 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 not later than 4:30 p.m. on Friday, April 30, 2021 for registration.

5. 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.

6. A shareholder or his/her proxy should produce proof of identity when attending the EGM.

7. 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 IR@REMEGEN.CN 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 executive directors, Dr. Wang Liqiang and Dr. Su Xiaodi as non-executive directors, and Ms. Yu Shanshan, Mr. Hao Xianjing and Dr. Lorne Alan Babiuk as independent non-executive directors.

• For identification purposes only

– N-8 –

NOTICE OF THE 2021 FIRST CLASS MEETING OF H SHAREHOLDERS

==> 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 THE 2021 FIRST CLASS MEETING OF H SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the 2021 first class meeting of H Shareholders (the ‘‘Class Meeting of H Shareholders’’) of RemeGen Co., Ltd. (the ‘‘Company’’, together with its subsidiaries, the ‘‘Group’’) will be held at 58 Middle Beijing Road, Yantai Development Zone, Yantai Area of Shandong Pilot Free Trade Zone, PRC immediately after the conclusion of the 2021 second extraordinary general meeting of the Company to be held at the same location on Tuesday, June 1, 2021 or at any adjustment thereof for the purpose of considering and, if thought fit, passing the following resolutions (with or without amendments). Unless otherwise indicated, capitalised terms used herein shall have the same meanings as ascribed to them in the circular dated May 14, 2021 issued by the Company (the ‘‘Circular’’).

SPECIAL RESOLUTIONS

1. To consider and approve the fulfillment by the Company of the requirements for initial public offering of A Shares and listing on the Sci-Tech Board.

2. To consider and approve the proposed Issue of A Shares as follows (each and every items as a separate resolution):

3. i. Class of new Shares to be issued: Ordinary Shares (A Shares).

4. ii. Place of listing: All A Shares will be listed and traded on the Sci-Tech Board.

5. iii. Nominal value of new Shares to be issued: RMB1.00 each.

6. iv. Issue size: The Company proposes to issue not more than 54,426,301 new A Shares, representing approximately 11.11% of the issued Shares of the Company as of the Latest Practicable Date, and approximately 10% of the enlarged issued Shares upon completion of the Issue of A Shares. The Issue of A Shares only involves issue of new Shares, and will not involve sale of Shares by existing shareholders. The final issue size will be determined by the Board after consultation with the lead underwriter(s) according to the authorization (if granted at the EGM and the Class Meetings), and be subject to final number of A Shares registered by the CSRC. No over-allotment option will be granted under the Proposed Issue of A Shares.

– N-9 –

NOTICE OF THE 2021 FIRST CLASS MEETING OF H SHAREHOLDERS

• v. Target subscribers: Investors who fulfill the relevant rules and requirements relating to the Sci-Tech Board published by the Shanghai Stock Exchange and the CSRC (excluding those in respect of which subscription has been prohibited by laws, regulations and regulatory documents of the PRC).

• vi. Method of issuance: The Issue of A Shares will be conducted through a combination of off-line placement to the price consultation participants and offering by way of on-line subscription by public investors, or other methods of issuance approved by the securities regulatory authorities (including but not limited to offering to strategic investors).

• vii. Method of underwriting: The Issue of A Shares will be underwritten by the sponsor(s) and underwriter(s) by way of standby commitment.

• viii. Pricing methodology: The issue price for 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.

• ix. Schedule of issuance: The Company will proceed with the Issue within 12 months after the Shanghai Stock Exchange issues the approval opinion and CSRC approves the Issue. The Board and the lead underwriter(s) will determine the listing date for the A Shares after the CSRC agrees to the registration of the A Shares and after completion of the offering.

• x. Validity period of the resolutions: The resolutions will be valid for a period of 12 months from the date of approval at the EGM and the Class Meetings.

– N-10 –

NOTICE OF THE 2021 FIRST CLASS MEETING OF H SHAREHOLDERS

1. To consider and approve the investment projects to be funded by the proceeds raised from the Issue of A Shares and feasibility analysis. The proceeds raised by the Company from the proposed Issue of A Shares will be used for the following projects after deducting the issuance expenses:

No. Project name Current Status 1 Industrialization of Biologics (生物新藥產 業化項目) Commenced pre-construction works 2 Research and Development of Anticancer Antibodies (抗腫瘤抗體新藥研發 項目) Ongoing (including the phase Ib/II/III trials of RC48 for different indications which are currently under patient recruitment, the phase I trial of RC88 which is under patient recruitment, and the phase I trials of RC98 and RC108) 3 Research and Development of Antibodies Targeting Autoimmune and Ophthalmic Diseases (自身免疫及眼科疾病抗 體新藥研發項目) Ongoing (including the post- commercialisation confirmatory trial of RC18 for SLE and the Phase II/III trials of RC18 for other indications, the Phase Ib trial of RC28 for wAMD and phase II trials of RC28 for other indications which are under patient recruitment) 4 Working Capital N/A Total

Proposed investment amount from proceeds raised (RMB) 1,600,000,000 853,300,000 346,700,000 1,200,000,000

4,000,000,000

Note: Final names of the Projects shall be based upon names approved by or filed with (if required) the government authorities.

Before the proceeds raised from the Issue of A Shares are in place, the Company may make an initial investment with its own funds according to the needs of the projects, and after the proceeds raised are in place, the Company can replace the initial investment funds with the proceeds raised from the Issue of A Shares.

– N-11 –

NOTICE OF THE 2021 FIRST CLASS MEETING OF H SHAREHOLDERS

After the proceeds raised from the Issue of A Shares are in place, if the net proceeds actually raised (after deducting the issuance expenses) are less than the total amount of proceeds to be invested, the shortfall shall be covered by the Company with its own funds. If the proceeds raised from this issuance exceeds the capital requirements of the projects, the surplus amount will be mainly used for general corporate and working capital purposes.

The Company believes that there are good prospects for abovementioned projects which are complementary to the current businesses of the Company. The projects are also in line with the relevant national policies, environmental policies and other relevant laws and regulations. The projects and amounts of proceeds are appropriate for the current business size, financial status, technology standard and management capability of the Company. The proposed use of proceeds are in the interests of the Company and the Shareholders as a whole and are feasible.

1. To consider and approve the proposal for accumulated profit distribution and the plan for undertaking unrecovered losses prior to the Issue of A Shares:

As of the Latest Practicable Date, the Company has no undistributed accumulated profit. If the Company has undistributed accumulated profit or unrecovered losses before the Issue of A Shares and listing on the Sci-Tech Board, then it is proposed that the new and existing Shareholders shall share such profit or bear such losses in proportion to their respective shareholdings after the Issue of A Shares and listing on the Sci-Tech Board.

1. To consider and approve the Company’s share price stabilization plan and restraining measures within three years after the initial public offering of A Shares and listing on the Sci-Tech Board.

2. To consider and approve the Company’s three-year dividend distribution plan for Shareholders after initial public offering of A Shares and listing on the Sci-Tech Board.

3. To consider and approve the analysis on dilution on immediate return by initial public offering of A Shares and recovery measures for the immediate return.

4. To consider and approve the undertakings and restraining measures relating to the Issue of A Shares and listing on the Sci-Tech Board, and to authorize the Board to make appropriate undertakings for the purpose of the Issue of A Shares in accordance with the laws, regulations and regulatory documents of the PRC, the relevant regulations and policies of the securities regulatory departments, and combining the review for listing on the Sci-Tech Board in practice and the actual situation of the Company.

– N-12 –

NOTICE OF THE 2021 FIRST CLASS MEETING OF H SHAREHOLDERS

1. To consider and approve the authorization to the Board of Directors to fully handle matters in connection with the proposed Issue of A Shares and the listing on the Sci-Tech Board.

The authorization proposed to be granted to the Board shall include without limitation:

• i. The formulation and implementation of the specific proposals for this issuance, including but not limited to specific matters such as issue size, target subscribers, method of issuance, timing of issuance, pricing methodology and issue price, in accordance with laws and regulations, the relevant requirements of securities regulatory authorities and the securities market conditions, and within the framework and in accordance with the principles adopted by the Shareholders at the EGM and the Class Meetings.

• ii. The performance of all procedures relating to the Proposed Issue of A Shares and listing on the Sci-Tech Board, including the procedures relating to registration, approval, registration, review, filing with the relevant regulatory authorities, and to sign, execute, amend and complete all necessary documents to be submitted to the government, authority and organization.

• iii. The preparation, amendment, signing, submission, publication, disclosure, implementation, suspension and termination of all agreements, contracts, announcement or other documents and relating to this issuance and listing (including but not limited to the prospectus for the Issue of A Shares and listing on the Sci-Tech Board, relevant agreements for related (connected) transactions, sponsoring agreement, underwriting agreement, strategic placement agreements, listing agreement, engagement agreements of intermediaries), the engagement of sponsor(s), underwriter(s), legal adviser(s), auditing firm(s), asset valuer(s), receiving bank(s) and other in involved intermediaries this issuance and listing, and the determination and payment of all expenses relating to this issuance and listing.

• iv. The necessary supplement and amendment to the Articles (draft) and the internal management policies of the Company, the ‘‘Plan for Stabilization of Price of A Shares within Three Years After the Initial Public Offering of A Shares and Listing on the Sci-Tech Board’’, the ‘‘Three-Year Dividend Distribution Plan for Shareholders after the Initial Public Offering of A Shares and Listing on the Sci-Tech Board’’, the ‘‘Analysis on Dilution on Immediate Return by the Initial Public Offering of A Shares and Recovery Measures for the Immediate Return’’ and other application documents and undertakings by the Company according to the applicable laws and regulations, requirements and suggestions of the relevant securities regulatory authorities or according to the actual conditions of this issuance.

– N-13 –

NOTICE OF THE 2021 FIRST CLASS MEETING OF H SHAREHOLDERS

• v. The appropriate adjustments to be made to the relevant matters of the investment projects funded by the proceeds raised according to the implementation process of this issuance and listing, market conditions, policy adjustments and comments of the relevant securities regulatory authorities, including but not limited to the confirmation of the process of the investment projects, the allocation of funds when applying the proceeds raised, the confirmation of a special deposit account for the proceeds raised, etc., so long as such adjustments comply with applicable laws.

• vi. According to the implementation process of this issuance, handling the matters of registration and filing of change in registered capital with the Administration for Market Regulation (市場監督管理局) and relevant regulatory authorities, handling the matters of listing of the A Shares on the Shanghai Stock Exchange and settlement of shareholdings at the China Securities Depository and Clearing Co., Ltd. (including but not limited to the registration, circulation and lock-up of shares).

• vii. To the extent permitted by relevant laws, regulations and regulatory documents, the handling of other matters considered to be necessary, desirable or appropriate for this issuance and listing.

The above authorization, if approved, shall be valid for a period of 12 months from the date of approval at the EGM and the Class Meetings.

Among the authorization matters mentioned above, except for items which are specifically required by laws, regulations, regulatory documents and securities regulatory and administrative institutions to be approved by resolutions of the Board of Directors, the other items may be exercised directly by the Chairman of the Board of Directors or his duly authorized persons on behalf of the Board of Directors.

1. To consider and approve the engagement of intermediaries, including Huatai United Securities Co., Ltd. (華泰聯合證券有限責任公司) as the sponsor/lead underwriter, King & Wood Mallesons (北京市金杜律師事務所) as the legal adviser to the Company as to PRC laws, and Ernst & Young Hua Ming LLP (安永華明會計師事務 所(特殊普通合夥)) as the auditor, for the Proposed Issue of A Shares and listing.

2. To consider and approve the status of major transactions with related parties during the reporting period (i.e. the years ended December 31, 2018, 2019 and 2020).

3. To consider and approve the proposed amendments to the Articles in respect of the Issue of A Shares.

– N-14 –

NOTICE OF THE 2021 FIRST CLASS MEETING OF H SHAREHOLDERS

1. To consider and approve the amendments to or adoption of each of the following internal management policies:

2. a) the ‘‘Rules of Procedures for the Meeting of Shareholders’’;

3. b) the ‘‘Rules of Procedures for the Board of Directors’’;

4. c) the ‘‘Rules of Procedures for the Supervisory Committee’’; and

5. d) the ‘‘Terms of Reference for Independent Non-Executive Directors’’.

6. To consider and approve the ‘‘Report on the Use of Proceeds Raised in Previous Offering by RemeGen Co., Ltd.’’.

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

Yantai, the PRC May 14, 2021

Notes:

1. All resolutions at the Class Meeting of H Shareholders 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 Class Meeting of H Shareholders.

2. Any shareholder entitled to attend and vote at the Class Meeting of H Shareholders 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.

3. 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 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 Class Meeting of H Shareholders (i.e. before 2 p.m. on Monday, May 31, 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 Class Meeting of H Shareholders or any adjourned meeting thereof should he/she so wish.

4. For the purpose of determining the list of holders of H shares who are entitled to attend the Class Meeting of H Shareholders, the H share register of members of the Company will be closed from Sunday, May 2, 2021 to Tuesday, June 1, 2021, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Class Meeting of H Shareholders, unregistered holders of the shares shall ensure all transfer documents accompanied by the relevant share certificates 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 not later than 4:30 p.m. on Friday, April 30, 2021 for registration.

– N-15 –

NOTICE OF THE 2021 FIRST CLASS MEETING OF H SHAREHOLDERS

1. 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 Class Meeting of H Shareholders, 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.

2. A shareholder or his/her proxy should produce proof of identity when attending the Class Meeting of H Shareholders.

3. 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 IR@REMEGEN.CN for any enquiries in respect of the Class Meeting of H Shareholders.

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 executive directors, Dr. Wang Liqiang and Dr. Su Xiaodi as non-executive directors, and Ms. Yu Shanshan, Mr. Hao Xianjing and Dr. Lorne Alan Babiuk as independent non-executive directors.

• For identification purposes only

– N-16 –

NOTICE OF THE 2021 FIRST CLASS MEETING OF DOMESTIC SHAREHOLDERS AND UNLISTED FOREIGN SHAREHOLDERS

==> 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 THE 2021 FIRST CLASS MEETING OF DOMESTIC SHAREHOLDERS AND UNLISTED FOREIGN SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the 2021 first class meeting of domestic shareholders and unlisted foreign shareholders (the ‘‘Class Meeting of Domestic Shareholders and Unlisted Foreign Shareholders’’) of RemeGen Co., Ltd. (the ‘‘Company’’, together with its subsidiaries, the ‘‘Group’’) will be held at 58 Middle Beijing Road, Yantai Development Zone, Yantai Area of Shandong Pilot Free Trade Zone, PRC immediately after the conclusion of the 2021 first class meeting of H shareholders of the Company to be held at the same location on Tuesday, June 1, 2021 or at any adjustment thereof for the purpose of considering and, if thought fit, passing the following resolutions (with or without amendments). Unless otherwise indicated, capitalised terms used herein shall have the same meanings as ascribed to them in the circular dated May 14, 2021 issued by the Company (the ‘‘Circular’’).

SPECIAL RESOLUTIONS

1. To consider and approve the fulfillment by the Company of the requirements for initial public offering of A Shares and listing on the Sci-Tech Board.

2. To consider and approve the proposed Issue of A Shares as follows (each and every items as a separate resolution):

3. i. Class of new Shares to be issued: Ordinary Shares (A Shares).

4. ii. Place of listing: All A Shares will be listed and traded on the Sci-Tech Board.

5. iii. Nominal value of new Shares to be issued: RMB1.00 each.

– N-17 –

NOTICE OF THE 2021 FIRST CLASS MEETING OF DOMESTIC SHAREHOLDERS AND UNLISTED FOREIGN SHAREHOLDERS

• iv. Issue size: The Company proposes to issue not more than 54,426,301 new A Shares, representing approximately 11.11% of the issued Shares of the Company as of the Latest Practicable Date, and approximately 10% of the enlarged issued Shares upon completion of the Issue of A Shares. The Issue of A Shares only involves issue of new Shares, and will not involve sale of Shares by existing shareholders. The final issue size will be determined by the Board after consultation with the lead underwriter(s) according to the authorization (if granted at the EGM and the Class Meetings), and be subject to final number of A Shares registered by the CSRC. No over-allotment option will be granted under the Proposed Issue of A Shares.

• v. Target subscribers: Investors who fulfill the relevant rules and requirements relating to the Sci-Tech Board published by the Shanghai Stock Exchange and the CSRC (excluding those in respect of which subscription has been prohibited by laws, regulations and regulatory documents of the PRC).

• vi. Method of issuance: The Issue of A Shares will be conducted through a combination of off-line placement to the price consultation participants and offering by way of on-line subscription by public investors, or other methods of issuance approved by the securities regulatory authorities (including but not limited to offering to strategic investors).

• vii. Method of underwriting: The Issue of A Shares will be underwritten by the sponsor(s) and underwriter(s) by way of standby commitment.

• viii. Pricing methodology: The issue price for 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.

• ix. Schedule of issuance: The Company will proceed with the Issue within 12 months after the Shanghai Stock Exchange issues the approval opinion and CSRC approves the Issue. The Board and the lead underwriter(s) will determine the listing date for the A Shares after the CSRC agrees to the registration of the A Shares and after completion of the offering.

• x. Validity period of the resolutions: The resolutions will be valid for a period of 12 months from the date of approval at the EGM and the Class Meetings.

– N-18 –

NOTICE OF THE 2021 FIRST CLASS MEETING OF DOMESTIC SHAREHOLDERS AND UNLISTED FOREIGN SHAREHOLDERS

1. To consider and approve the investment projects to be funded by the proceeds raised from the Issue of A Shares and feasibility analysis. The proceeds raised by the Company from the proposed Issue of A Shares will be used for the following projects after deducting the issuance expenses:

No. Project name Current Status 1 Industrialization of Biologics (生物新藥產 業化項目) Commenced pre-construction works 2 Research and Development of Anticancer Antibodies (抗腫瘤抗體新藥研發 項目) Ongoing (including the phase Ib/II/III trials of RC48 for different indications which are currently under patient recruitment, the phase I trial of RC88 which is under patient recruitment, and the phase I trials of RC98 and RC108) 3 Research and Development of Antibodies Targeting Autoimmune and Ophthalmic Diseases (自身免疫及眼科疾病抗 體新藥研發項目) Ongoing (including the post- commercialisation confirmatory trial of RC18 for SLE and the Phase II/III trials of RC18 for other indications, the Phase Ib trial of RC28 for wAMD and phase II trials of RC28 for other indications which are under patient recruitment) 4 Working Capital N/A Total

Proposed investment amount from proceeds raised (RMB) 1,600,000,000 853,300,000 346,700,000 1,200,000,000

4,000,000,000

Note: Final names of the Projects shall be based upon names approved by or filed with (if required) the government authorities.

– N-19 –

NOTICE OF THE 2021 FIRST CLASS MEETING OF DOMESTIC SHAREHOLDERS AND UNLISTED FOREIGN SHAREHOLDERS

Before the proceeds raised from the Issue of A Shares are in place, the Company may make an initial investment with its own funds according to the needs of the projects, and after the proceeds raised are in place, the Company can replace the initial investment funds with the proceeds raised from the Issue of A Shares.

After the proceeds raised from the Issue of A Shares are in place, if the net proceeds actually raised (after deducting the issuance expenses) are less than the total amount of proceeds to be invested, the shortfall shall be covered by the Company with its own funds. If the proceeds raised from this issuance exceeds the capital requirements of the projects, the surplus amount will be mainly used for general corporate and working capital purposes.

The Company believes that there are good prospects for abovementioned projects which are complementary to the current businesses of the Company. The projects are also in line with the relevant national policies, environmental policies and other relevant laws and regulations. The projects and amounts of proceeds are appropriate for the current business size, financial status, technology standard and management capability of the Company. The proposed use of proceeds are in the interests of the Company and the Shareholders as a whole and are feasible.

1. To consider and approve the proposal for accumulated profit distribution and the plan for undertaking unrecovered losses prior to the Issue of A Shares:

As of the Latest Practicable Date, the Company has no undistributed accumulated profit. If the Company has undistributed accumulated profit or unrecovered losses before the Issue of A Shares and listing on the Sci-Tech Board, then it is proposed that the new and existing Shareholders shall share such profit or bear such losses in proportion to their respective shareholdings after the Issue of A Shares and listing on the Sci-Tech Board.

1. To consider and approve the Company’s share price stabilization plan and restraining measures within three years after the initial public offering of A Shares and listing on the Sci-Tech Board.

2. To consider and approve the Company’s three-year dividend distribution plan for Shareholders after initial public offering of A Shares and listing on the Sci-Tech Board.

3. To consider and approve the analysis on dilution on immediate return by initial public offering of A Shares and recovery measures for the immediate return.

– N-20 –

NOTICE OF THE 2021 FIRST CLASS MEETING OF DOMESTIC SHAREHOLDERS AND UNLISTED FOREIGN SHAREHOLDERS

1. To consider and approve the undertakings and restraining measures relating to the Issue of A Shares and listing on the Sci-Tech Board, and to authorize the Board to make appropriate undertakings for the purpose of the Issue of A Shares in accordance with the laws, regulations and regulatory documents of the PRC, the relevant regulations and policies of the securities regulatory departments, and combining the review for listing on the Sci-Tech Board in practice and the actual situation of the Company.

2. To consider and approve the authorization to the Board of Directors to fully handle matters in connection with the proposed Issue of A Shares and the listing on the Sci-Tech Board.

The authorization proposed to be granted to the Board shall include without limitation:

• i. The formulation and implementation of the specific proposals for this issuance, including but not limited to specific matters such as issue size, target subscribers, method of issuance, timing of issuance, pricing methodology and issue price, in accordance with laws and regulations, the relevant requirements of securities regulatory authorities and the securities market conditions, and within the framework and in accordance with the principles adopted by the Shareholders at the EGM and the Class Meetings.

• ii. The performance of all procedures relating to the Proposed Issue of A Shares and listing on the Sci-Tech Board, including the procedures relating to registration, approval, registration, review, filing with the relevant regulatory authorities, and to sign, execute, amend and complete all necessary documents to be submitted to the government, authority and organization.

• iii. The preparation, amendment, signing, submission, publication, disclosure, implementation, suspension and termination of all agreements, contracts, announcement or other documents and relating to this issuance and listing (including but not limited to the prospectus for the Issue of A Shares and listing on the Sci-Tech Board, relevant agreements for related (connected) transactions, sponsoring agreement, underwriting agreement, strategic placement agreements, listing agreement, engagement agreements of intermediaries), the engagement of sponsor(s), underwriter(s), legal adviser(s), auditing firm(s), asset valuer(s), receiving bank(s) and other in involved intermediaries this issuance and listing, and the determination and payment of all expenses relating to this issuance and listing.

– N-21 –

NOTICE OF THE 2021 FIRST CLASS MEETING OF DOMESTIC SHAREHOLDERS AND UNLISTED FOREIGN SHAREHOLDERS

• iv. The necessary supplement and amendment to the Articles (draft) and the internal management policies of the Company, the ‘‘Plan for Stabilization of Price of A Shares within Three Years After the Initial Public Offering of A Shares and Listing on the Sci-Tech Board’’, the ‘‘Three-Year Dividend Distribution Plan for Shareholders after the Initial Public Offering of A Shares and Listing on the Sci-Tech Board’’, the ‘‘Analysis on Dilution on Immediate Return by the Initial Public Offering of A Shares and Recovery Measures for the Immediate Return’’ and other application documents and undertakings by the Company according to the applicable laws and regulations, requirements and suggestions of the relevant securities regulatory authorities or according to the actual conditions of this issuance.

• v. The appropriate adjustments to be made to the relevant matters of the investment projects funded by the proceeds raised according to the implementation process of this issuance and listing, market conditions, policy adjustments and comments of the relevant securities regulatory authorities, including but not limited to the confirmation of the process of the investment projects, the allocation of funds when applying the proceeds raised, the confirmation of a special deposit account for the proceeds raised, etc., so long as such adjustments comply with applicable laws.

• vi. According to the implementation process of this issuance, handling the matters of registration and filing of change in registered capital with the Administration for Market Regulation (市場監督管理局) and relevant regulatory authorities, handling the matters of listing of the A Shares on the Shanghai Stock Exchange and settlement of shareholdings at the China Securities Depository and Clearing Co., Ltd. (including but not limited to the registration, circulation and lock-up of shares).

• vii. To the extent permitted by relevant laws, regulations and regulatory documents, the handling of other matters considered to be necessary, desirable or appropriate for this issuance and listing.

The above authorization, if approved, shall be valid for a period of 12 months from the date of approval at the EGM and the Class Meetings.

Among the authorization matters mentioned above, except for items which are specifically required by laws, regulations, regulatory documents and securities regulatory and administrative institutions to be approved by resolutions of the Board of Directors, the other items may be exercised directly by the Chairman of the Board of Directors or his duly authorized persons on behalf of the Board of Directors.

– N-22 –

NOTICE OF THE 2021 FIRST CLASS MEETING OF DOMESTIC SHAREHOLDERS AND UNLISTED FOREIGN SHAREHOLDERS

1. To consider and approve the engagement of intermediaries, including Huatai United Securities Co., Ltd. (華泰聯合證券有限責任公司) as the sponsor/lead underwriter, King & Wood Mallesons (北京市金杜律師事務所) as the legal adviser to the Company as to PRC laws, and Ernst & Young Hua Ming LLP (安永華明會計師事務 所(特殊普通合夥)) as the auditor, for the Proposed Issue of A Shares and listing.

2. To consider and approve the status of major transactions with related parties during the reporting period (i.e. the years ended December 31, 2018, 2019 and 2020).

3. To consider and approve the proposed amendments to the Articles in respect of the Issue of A Shares.

4. To consider and approve the amendments to or adoption of each of the following internal management policies:

5. a) the ‘‘Rules of Procedures for the Meeting of Shareholders’’;

6. b) the ‘‘Rules of Procedures for the Board of Directors’’;

7. c) the ‘‘Rules of Procedures for the Supervisory Committee’’; and

8. d) the ‘‘Terms of Reference for Independent Non-Executive Directors’’.

9. To consider and approve the ‘‘Report on the Use of Proceeds Raised in Previous Offering by RemeGen Co., Ltd.’’.

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

Yantai, the PRC May 14, 2021

– N-23 –

NOTICE OF THE 2021 FIRST CLASS MEETING OF DOMESTIC SHAREHOLDERS AND UNLISTED FOREIGN SHAREHOLDERS

Notes:

1. All resolutions at the Class Meeting of Domestic Shareholders and Unlisted Foreign Shareholders 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 Class Meeting of Domestic Shareholders and Unlisted Foreign Shareholders.

2. Any shareholder entitled to attend and vote at the Class Meeting of Domestic Shareholders and Unlisted Foreign Shareholders 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.

3. 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), at least 24 hours before the Class Meeting of Domestic Shareholders and Unlisted Foreign Shareholders (i.e. before 2 p.m. on Monday, May 31, 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 Class Meeting of Domestic Shareholders and Unlisted Foreign Shareholders or any adjourned meeting thereof should he/she so wish.

4. 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 Class Meeting of Domestic Shareholders and Unlisted Foreign Shareholders, 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.

5. A shareholder or his/her proxy should produce proof of identity when attending the Class Meeting of Domestic Shareholders and Unlisted Foreign Shareholders.

6. 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 IR@REMEGEN.CN for any enquiries in respect of the Class Meeting of Domestic Shareholders and Unlisted Foreign Shareholders.

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 executive directors, Dr. Wang Liqiang and Dr. Su Xiaodi as non-executive directors, and Ms. Yu Shanshan, Mr. Hao Xianjing and Dr. Lorne Alan Babiuk as independent non-executive directors.

• For identification purposes only

– N-24 –