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RemeGen Co., Ltd. Proxy Solicitation & Information Statement 2023

Jun 27, 2023

51206_rns_2023-06-27_4db94f60-c56d-4ce6-ae23-67574866020c.pdf

Proxy Solicitation & Information Statement

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

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RemeGen Co., Ltd.[*] 榮 昌 生 物 製 藥( 煙 台 )股 份 有 限 公 司 (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 9995)

NOTICE OF 2023 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the first extraordinary general meeting of 2023 (the ‘‘EGM’’) of RemeGen Co., Ltd.* (榮昌生物製藥(煙台)股份有限公司) (the ‘‘Company’’) will be held at Room 6134, Phase III Building of the Company at 58 Middle Beijing Road, Yantai Development Zone, Yantai Area of Shandong Pilot Free Trade Zone, PRC on July 14, 2023 at 2:00 p.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions:

SPECIAL RESOLUTIONS

  1. To consider and approve the proposed adoption of the Second H Share Award and Trust Scheme.

  2. To consider and approve the proposed authorization to the Board and/or the Delegatee to handle matters pertaining to the Second H Share Award and Trust Scheme.

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 June 28, 2023

  • For identification purposes only

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Notes:

  • (i) Any Shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. A proxy need not be a member of the Company.

  • (ii) The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorized in writing or, if the appointer is a corporation, either under its seal or under the hand of any officer or attorney duly authorized.

  • (iii) In order to be valid, the form of 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 or authority, must be deposited with the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as practicable but in any event not less than 24 hours before the time appointed for holding the EGM (i.e., at or before 2:00 p.m. on July 13, 2023 (Hong Kong Time)), or any adjourned meeting thereof (as the case may be).

  • (iv) Completion and return of the form of proxy shall not preclude the Shareholders of the Company from attending and voting in person at the EGM or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

  • (v) 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.

  • (vi) For the purpose of determining the H Shareholders of the Company entitled to attend and vote at the EGM, the H Share register of members of the Company will be closed from July 11, 2023 to July 14, 2023 (both days inclusive). The record date for determining the entitlement of the H Shareholders of the Company to attend and vote at the EGM will be July 11, 2023. In order to qualify for the entitlement to attend and vote at the above EGM, H Shareholders must lodge all transfer forms accompanied by the relevant H Share certificates with the Company’s H Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong by no later than 4:30 p.m. on July 10, 2023.

  • (vii) The EGM is expected to take less than half a day. Shareholders who attend the EGM shall be responsible for their own travel and accommodation expenses. Shareholders may contact the Company at +86-0535-6113681 or [email protected] for any enquiries in respect of the EGM.

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

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