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

May 29, 2024

51206_rns_2024-05-29_57974bb7-eb7f-4465-9765-9ecc8d8d481f.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 Peoples Republic of China with limited liability) (Stock Code: 9995)

NOTICE OF 2024 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 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 Room 6134, Phase III Building of the Company at 58 Middle Beijing Road, Yantai Development Zone, Yantai Area of Shandong Pilot Free Trade Zone, the PRC on June 17, 2024 at 2:00 p.m. or at any adjournment thereof for the purpose of considering and, if thought fit, passing the following resolutions:

SPECIAL RESOLUTIONS

  1. To consider and approve the proposal in relation to the fulfilment of the conditions for the Proposed Issuance by the Company.

  2. To consider and approve the proposal in relation to the Plan of the Proposed Issuance (each and every item as a separate resolution).

    • (1) Class and nominal value of Shares to be issued

    • (2) Method and time of issuance

    • (3) Target subscribers and subscription method

    • (4) Number of Shares to be issued

    • (5) Price Determination Date, issue price and pricing principles

    • (6) Lock-up period

    • (7) Amount and use of proceeds

    • (8) Listing venue of the Shares

    • (9) Distribution arrangement of accumulated profits

    • (10) Validity period of the resolutions in relation to the Proposed Issuance

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  1. To consider and approve the Proposal for the Proposed Issuance.

  2. To consider and approve the proposal in relation to the Demonstration and Analysis Report regarding the Plan of the Proposed Issuance.

  3. To consider and approve the proposal in relation to the Feasibility Report on the Use of Proceeds from the Proposed Issuance.

  4. To consider and approve the proposal in relation to the Report on the Use of Proceeds Previously Raised.

  5. To consider and approve the proposal in relation to the dilution of immediate return resulting from the Proposed Issuance and remedial measures adopted by the Company and undertakings by relevant subjects.

  6. To consider and approve the proposal in relation to the Dividend Distribution Plan for the Shareholders for the Next Three Years (2024 to 2026).

  7. To consider and approve the proposal for authorizing the Board and persons authorized by the Board to deal with all matters in relation to the Proposed Issuance at the general meeting.

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 30, 2024

  • For identification purposes only

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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.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, 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 June 16, 2024) 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 will be closed from Wednesday, June 12, 2024 to Monday, June 17, 2024, 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 no later than 4:30 p.m. on Tuesday, June 11, 2024 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. 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 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. Chen Yunjin, Mr. Hao Xianjing and Dr. Ma Lan as independent non-executive directors.

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