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RemeGen Co., Ltd. Proxy Solicitation & Information Statement 2025

Nov 13, 2025

51206_rns_2025-11-13_941032dc-fde4-4e8b-afcd-6249975d9758.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 THIRD EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2025 third 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 Tuesday, December 2, 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 resolutions. Unless otherwise specified, capitalized terms used in this notice shall have the same meaning as those defined in the circular of the Company dated November 14, 2025 (the "Circular").

ORDINARY RESOLUTIONS

  1. To consider and approve the expected day-to-day related party transactions for the years 2026 to 2028.
  2. To consider and approve the amendments to certain governance policies of the Company:

2.1 the amendments to the Management Policies for Related (Connected) Transactions.
2.2 the amendments to the Management Policies for External Guarantees.
2.3 the amendments to the Management Policies for External Investment.
2.4 the amendments to the Management Policies for Raised Proceeds.

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

November 14, 2025

  • For identification purposes only

  • 2 -

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 The Stock Exchange of Hong Kong 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 Monday, December 1, 2025) or any adjournment thereof. Completion and return of the form of proxy will not preclude a shareholder from attending and voting 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 Thursday, November 27, 2025 to Tuesday, December 2, 2025, both days inclusive, during which period, no transfer of H shares will be registered. The holders of H shares of the Company whose names appear on the register of members of H shares of the Company on Thursday, November 27, 2025 shall be entitled to attend and vote at the EGM. 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, 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 Wednesday, November 26, 2025 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 +86-0535-3573685 or [email protected] 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 at the date of this notice, the board of directors of the Company comprises Mr. Wang Weidong, Dr. Fang Jianmin, Mr. Lin Jian and Mr. Wen Qingkai as executive directors, Dr. Wang Liqiang and Dr. Su Xiaodi as non-executive directors, and Mr. Hao Xianjing, Mr. Chen Yunjin and Mr. Huang Guobin as independent non-executive directors.