RemeGen : CONNECTED TRANSACTION IN RELATION TO ACQUISITION OF ASSETS

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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)

CONNECTED TRANSACTION

IN RELATION TO ACQUISITION OF ASSETS

The Board is pleased to announce that the Company has entered into an equipment purchase

contract (the "Equipment Purchase Contract") and a purchase contract (the "Purchase Contract") with Yantai MabPlex International Biomedical Co., Ltd. (煙台邁百瑞國際生物醫藥股 份有限公司) ("MabPlex") and its wholly-owned subsidiary MabPlex Biomedical (Shanghai) Co., Ltd. (邁百瑞生物醫藥（上海）有限公司) ("MabPlex Shanghai") respectively on May 3, 2021.

Pursuant to the Equipment Purchase Contract, MabPlex agreed to sell the research and development equipment such as ultra-filtration system, chromatography column and peristaltic pump, at a consideration of RMB4,161,200 (inclusive of value-added tax of RMB478,700), and pursuant to the Purchase Contract, MabPlex Shanghai agreed to sell the research and development equipment such as enzyme-labeled instrument, high performance liquid chromatography instrument and constant temperature cultivation shaker, revolving materials and raw materials, at a consideration of RMB12,472,600 (inclusive of value-added tax of RMB1,434,900) (the "Asset Acquisition Transaction").

EQUIPMENT PURCHASE CONTRACT AND PURCHASE CONTRACT

The principal terms of the Equipment Purchase Contract and the Purchase Contract are as follows:

Date:	May 3, 2021
Parties:	(i)	the Company (as purchaser); and
	(ii)	MabPlex and MabPlex Shanghai (as vendors)

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Target assets: The target assets of the acquisition include: (i) the research and development equipment of MabPlex, including ultra-filtration system, chromatography column and peristaltic pump with an original acquisition cost of RMB6,525,800 and a carrying amount of RMB3,682,500 as at April 30, 2021; (ii) the research and development equipment of MabPlex Shanghai, including enzyme-labeled instrument, high performance liquid chromatography instrument and constant temperature cultivation shaker, revolving materials and raw materials used for research and development, including shake flask, pipette and centrifugal tube. The total acquisition costs of the above assets and raw materials of MabPlex Shanghai were RMB13,069,500 and the carrying amount of such assets and raw materials as of April 30, 2021 was RMB11,037,700.

Consideration and The total consideration for the acquisition of the target assets under

payment: the Equipment Purchase Contract shall be RMB4,161,200 (inclusive of value-added tax of RMB478,700), whereas the total consideration for the acquisition of the target assets under the Purchase Contract shall be RMB12,472,600 (inclusive of value-added tax of RMB1,434,900). The Company shall pay the consideration for the above acquisition to the vendors in a lump sum by May 30, 2021, which shall be funded by the proceeds from the global offering of the Company.

Completion: MabPlex and MabPlex Shanghai shall deliver such assets to the Company by May 3, 2021.

Acceptance: The Company will conduct visual inspection and performance inspection on the target assets during acceptance. If the target assets do not pass the visual or performance inspection, the purchaser shall have the right to choose one or more of the following measures such as making up for the missing parts, declining acceptance or re-delivery of goods (as the case may be) for part or all of the target assets, and the expenses incurred therefrom shall be borne by the vendors.

BASIS OF DETERMINATION OF THE CONSIDERATION

The considerations for the acquisition of the target assets of MabPlex and MabPlex Shanghai were determined based on the carrying amounts of the relevant research and development equipment and raw materials, and the value-added tax to be borne by the Company.

REASONS FOR AND BENEFITS OF THE ACQUISITION

In May 2020, the Shanghai Research and Development Center was established by the Company to cope with the pressing need to procure corresponding equipment and materials for the drug research and development. As the external procurement involves a longer cycle, the Company acquired relevant inventories and assets from MabPlex and MabPlex Shanghai for its research and development activities. The aforesaid transaction is beneficial to the Company in saving time cost and improving efficiency in research and development.

In view of the above, the Directors (including the independent non-executive Directors) believe that the Asset Acquisition Transaction is conducted by the Company in its ordinary and usual course of business and on normal commercial terms, which are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

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As Mr. Wang Weidong, Dr. Fang Jianmin, Mr. Lin Jian and Dr. Wang Liqiang have a material interest in the Equipment Purchase Contract and the Purchase Contract, they have abstained from voting on the board resolutions of the Company in relation to the Asset Acquisition Transaction.

INFORMATION ON THE GROUP, MABPLEX AND MABPLEX SHANGHAI

The Group is a commercial-ready biopharmaceutical company committed to the discovery, development and commercialization of innovative and differentiated biologics for the treatment of autoimmune, oncology and ophthalmic diseases with unmet medical needs in China and globally.

MabPlex and its subsidiaries (including MabPlex Shanghai) is a global contract development and manufacturing organization and undertakes contract development and manufacturing of biopharmaceuticals, including monoclonal antibodies, recombinant proteins, antibody drug conjugates and bispecifics.

IMPLICATIONS UNDER THE LISTING RULES

As at the date of this announcement, the controlling shareholders of the Company, namely Mr. Wang Weidong, Dr. Fang Jianmin, Mr. Lin Jian, Dr. Wang Liqiang, Mr. Wang Xudong, Mr. Deng

Yong, Mr. Xiong Xiaobin, Mr. Wen Qingkai, Ms. Yang Minhua, Mr. Wei Jianliang, 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 (collectively, the "Controlling Shareholders"), hold

approximately 46.22% of the total issued shares of the Company. Yantai Rongrui Consulting Service Co., Ltd. (煙台榮瑞諮詢服務有限公司) ("Rongrui Consulting") is the single largest shareholder of MabPlex holding approximately 35.10% of its equity interests. The Controlling

Shareholders (other than Yantai Rongda Venture Capital Center (Limited Partnership), RongChang Holding Group LTD and I-NOVA Limited) are interested in an aggregate of approximately 45.61%

equity interests in MabPlex through Rongrui Consulting, Yantai Zengrui Business Management Center (Limited Partnership) (煙台增瑞企業管理中心（有限合夥)), Yantai Yirui Business Management Center (Limited Partnership) (煙台頤瑞企業管理中心（有限合夥)) and Mabplex Holding LTD. Accordingly, each of MabPlex and MabPlex Shanghai is an associate of the

Controlling Shareholders. Hence, each of MabPlex and MabPlex Shanghai is a connected person of the Company. Therefore, the Asset Acquisition Transaction constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As the highest applicable percentage ratio in respect of the Asset Acquisition Transaction is more than 0.1% but less than 5%, the Asset Acquisition Transaction is subject to the reporting and announcement requirements but is exempt from the circular (including independent financial advice) and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

By order of the Board

RemeGen Co., Ltd.*

Mr. Wang Weidong

Chairman and executive director

Yantai, The People's Republic of China

May 3, 2021

As at the date of this announcement, the Board of the Company 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 Ms. Yu Shanshan, Mr. Hao Xianjing and Dr. Lorne Alan Babiuk as the independent non-executive directors.

• For identification purposes only

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