RemeGen Co., Ltd. — Proxy Solicitation & Information Statement 2024

Dec 23, 2024

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.* 栾昌生物製藥(煙台)股份有限公司, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

RemeGen 栾昌生物

RemeGen Co., Ltd.*

栾昌生物製藥(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)

PROPOSED APPOINTMENT OF NEW INDEPENDENT NON-EXECUTIVE DIRECTOR AND NOTICE OF 2025 FIRST EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 3 to 7 of this circular. The notice convening the EGM to be held at 2:00 p.m. on Friday, January 10, 2025 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 is set out on pages EGM-1 to EGM-2 of this circular. A form of proxy for use at the EGM is also enclosed. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.remegen.com).

Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the enclosed form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the EGM (i.e. not later than 2:00 p.m. on Thursday, January 9, 2025) or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the EGM or at any adjournment thereof if they so wish.

Reference to times and dates in this circular are to Hong Kong local times and dates.

For identification purpose only

December 23, 2024

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CONTENTS

Page

DEFINITIONS ... 1

LETTER FROM THE BOARD ... 3

NOTICE OF EGM ... EGM-1

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“A Share(s)” the ordinary share(s) with a nominal value of RMB1.00 each in the share capital of the Company, which are traded in RMB and listed on the Sci-Tech Innovation Board of the Shanghai Stock Exchange

“Board” the board of Directors

“Company” RemeGen Co., Ltd.* 栗昌生物製藥(煙台)股份有限公司, a joint stock company incorporated in the PRC with limited liability, the H Shares and A Shares of which are listed on the Main Board of the Stock Exchange (stock code: 9995) and the Sci-Tech Innovation Board of the Shanghai Stock Exchange (stock code: 688331), respectively

“Director(s)” the director(s) of the Company

“EGM” the 2025 first extraordinary general meeting of the Company to be convened and held at 2:00 p.m. on Friday, January 10, 2025 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 or any adjournment thereof, the notice of which is set out on pages EGM-1 to EGM-2 of this circular

“Group” the Company and its subsidiaries

“H Share(s)” share(s) in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are traded in Hong Kong dollars and listed on the Main Board of the Stock Exchange

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time

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DEFINITIONS
“Mr. Huang”	Mr. Huang Guobin
“Nomination Committee”	the nomination committee of the Board
“PRC”	the People’s Republic of China and, for the purpose of this circular, excludes the Hong Kong Special Administrative Region of the People’s Republic of China, the Macau Special Administrative Region of the People’s Republic of China and Taiwan
“RMB”	Renminbi, the lawful currency of the PRC
“Share(s)”	ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, comprising H Shares and A Shares
“Shareholder(s)”	holder(s) of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Strategy Committee”	the strategy committee of the Board

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LETTER FROM THE BOARD

RemeGen荣昌生物

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:

Mr. Wang Weidong (Chairman)

Dr. Fang Jianmin

Dr. He Ruyi

Mr. Lin Jian

Registered Office, headquarters and principal place of business in the PRC:

58 Middle Beijing Road

Yantai Development Zone

Yantai Area of Shandong Pilot Free Trade Zone PRC

Non-executive Directors:

Dr. Wang Liqiang

Dr. Su Xiaodi

Principal Place of Business in Hong Kong:

40th Floor, Dah Sing Financial Centre

No. 248 Queen's Road East

Wanchai

Hong Kong

Independent Non-executive Directors:

Mr. Hao Xianjing

Dr. Ma Lan

Mr. Chen Yunjin

December 23, 2024

To the Shareholders

Dear Sir or Madam,

PROPOSED APPOINTMENT OF

NEW INDEPENDENT NON-EXECUTIVE DIRECTOR

AND

NOTICE OF 2025 FIRST EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated December 23, 2024 in relation to the proposed appointment of new independent non-executive Director. The purpose of this circular is to provide you with the Notice of the EGM and the information reasonably necessary to enable you to make an informed decision on voting in respect of the proposed resolution at the EGM.

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LETTER FROM THE BOARD

2. PROPOSED APPOINTMENT OF NEW INDEPENDENT NON-EXECUTIVE DIRECTOR

As disclosed in the announcement of the Company dated December 23, 2024, Mr. Huang has been nominated as a candidate for appointment as an independent non-executive Director, subject to the consideration and approval by the Shareholders at the EGM. If the proposed appointment has been approved, the term of office of Mr. Huang will be effective from the date of the EGM until the expiry of the term of the second session of the Board. At the expiry of such term of office, the term is renewable upon re-election. Mr. Huang has also been nominated as the chairman of the Nomination Committee and a member of the Strategy Committee, subject to the approval of his appointment as an independent non-executive Director at the EGM until the expiry of the term of the second session of the Board.

The Nomination Committee, having reviewed the composition of the Board and assessed the background and experience of Mr. Huang, recommended that Mr. Huang be appointed as an 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, professional experience, skills, knowledge and length of service).

In view of the extensive knowledge and invaluable experience of Mr. Huang, the Board accepted the nomination from the Nomination Committee. Mr. Huang will bring a broader perspective to the Board and provide new thoughts for the Company's overall strategic planning and business development. The Board is of the view that the appointment of Mr. Huang is in the 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 Mr. Huang as an independent non-executive Director.

The biographical details of Mr. Huang are set out below:

Mr. Huang Guobin, aged 55, has been acting as the chairman of the board of directors of PEC International Group Limited since February 2024. He has been serving as an independent non-executive director of Zoomlion Heavy Industry Science and Technology Co., Ltd. 中聯重科股份有限公司, a company listed on the Shenzhen Stock Exchange (stock code: 000157) and listed on the Stock Exchange (stock code: 1157), since June 2023. He has also been serving as a non-independent director of UCloud Technology Co., Ltd. 優刻得科技股份有限公司, a company listed on the Shanghai Stock Exchange (stock code: 688158), since September 2024.

Mr. Huang worked in China International Capital Corporation Limited ("CICC") from 1999 to 2011, responsible for CICC's key clients and major project financing and investment banking business, and served as head of human resources committee, head of business development committee, head of European investment banking department and a member of the investment bank operation committee of CICC. He was head of the China Industrials Group

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LETTER FROM THE BOARD

for Goldman Sachs from 2011 to 2015. He served as chief executive officer of global investment banking for China of J.P. Morgan, and as legal representative, chief executive officer and head of investment banking of J.P. Morgan Securities (China) Co., Ltd from 2015 to 2022 and as senior consultant at J.P. Morgan Securities (Asia Pacific) Limited from 2022 to 2023.

Mr. Huang graduated from Tongji University in the PRC with a bachelor's degree in engineering in 1991 and received a master's degree in business administration from the Management School of Lancaster University in the United Kingdom in 1997. Mr. Huang was awarded the Shanghai Overseas Golden Talent. He is also a member of the council of Tongji University and a member of the Global Business Alumni of University of Oxford.

Subject to the approval by the Shareholders of his appointment, the Company will enter into a service contract with Mr. Huang and his term of office shall be effective from the date of the consideration and approval at the EGM and end on the expiry of the term of the second session of the Board. At the expiry of such term of office, the term is renewable upon re-election. Pursuant to the service contract, Mr. Huang shall receive a fixed remuneration of RMB300,000 per year (exclusive of tax) for his services as an independent non-executive Director and Board committee member(s), which is determined with reference to, among others, the development and location of operations of the Company and the level of remuneration in the industry, together with the actual circumstances of the Company.

Save as disclosed above, as at the date of this circular, Mr. Huang has confirmed that (i) he does not hold any other position with the Company or other members of the Group; (ii) he does not hold, and has not held in the last three years, any other directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas; (iii) he has no relationship with any Director, supervisor, senior management, substantial or controlling shareholder of the Company; and (iv) he does not have any interest in the shares, underlying shares or debentures of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

Save as disclosed above, Mr. Huang has confirmed that (i) he meets the independence criteria as set out in Rule 3.13 of the Listing Rules; (ii) there is no other information in relation to his appointment which is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules; and (iii) there is no other matter in relation to his appointment that needs to be brought to the attention of the Shareholders.

3. EGM

The notice convening the EGM to be held at 2:00 p.m. on Friday, January 10, 2025 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 is set out on pages EGM-1 to EGM-2 of this circular. A form of proxy for use at the EGM is enclosed herewith and is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and of the Company (http://www.remegen.com).

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LETTER FROM THE BOARD

4. PROXY ARRANGEMENT

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. For holders of H Shares, the form of proxy should be returned to the Company’s H Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time fixed for holding the EGM (i.e. not later than 2:00 p.m. on Thursday, January 9, 2025) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or at any adjournment thereof should you so wish.

5. VOTING BY POLL

Any vote of Shareholders at the EGM must be taken by poll except where the chairman of the EGM, 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.

6. CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the list of holders of H Shares who are entitled to attend and vote at the EGM, the register of members of H Shares will be closed from Tuesday, January 7, 2025 to Friday, January 10, 2025, both days inclusive, during which period, no transfer of H Shares will be registered. In order to be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged 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, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, January 6, 2025.

7. 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.

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LETTER FROM THE BOARD

8. RECOMMENDATION

The Directors consider that the resolution proposed at the EGM is in the interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the resolution proposed at the EGM.

Yours faithfully,

By order of the Board

RemeGen Co., Ltd.*

Mr. Wang Weidong

Chairman and executive director

• For identification purposes only

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NOTICE OF EGM

RemeGen荣昌生物

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 2025 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2025 first extraordinary general meeting (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 2:00 p.m. on Friday, January 10, 2025 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 or at any adjournment thereof for the purpose of considering and, if thought fit, passing the following resolution, with or without amendments, as an ordinary resolution of the Company:

ORDINARY RESOLUTION

1. To consider and approve the appointment of Mr. Huang Guobin as an independent non-executive 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

December 23, 2024

• For identification purposes only

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NOTICE OF EGM

Notes:

1. The resolution 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.com 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 H share registrar of the Company in Hong Kong, 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 2:00 p.m. on Thursday, January 9, 2025) or any adjournment thereof. Completion and return of the form of proxy will not preclude a shareholder from attending and voting in person at the EGM or at any adjournment thereof should he/she so wish.

4. For the purpose of determining the list of holders of H shares of the Company who are entitled to attend and vote at the EGM, the register of members of H shares of the Company will be closed from Tuesday, January 7, 2025 to Friday, January 10, 2025, both days inclusive, during which period, no transfer of H shares will be registered. In order to be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged 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, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, January 6, 2025.

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. 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 +86-0535-3573685 or rcsw@remegen.com for any enquiries in respect of the EGM.

7. References to times and dates in this notice are to Hong Kong local times and dates.

As of 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 Mr. Hao Xianjing, Dr. Ma Lan and Mr. Chen Yunjin as independent non-executive directors.

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