RemeGen : (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

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.

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;
5. 1. 
      AND
   2. 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

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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	the articles of association of the Company, as amended
''Articles''	from time to time
''Board of Directors'' or	the board of Directors of the Company
''Board''
''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

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DEFINITIONS

''Director(s)'' ''DME''

''Domestic Share(s)''

''DR''

''EGM''

''Global Offering'' ''Group''

''H Share(s)''

''Hong Kong Dollars'' or

''HK$''

''Hong Kong''

''Latest Practicable Date''

''Listing Rules''

''Proposed Issue of A Shares'', ''Issue of A Shares'' or ''Issue''

''Prospectus''

the director(s) of the Company

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

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

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

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

as defined in the Prospectus

the Company and its subsidiaries

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, the lawful currency of Hong Kong

the Hong Kong Special Administrative Region of the PRC

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

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

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

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-TechInnovation 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 -