Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

This announcement is for information only and is not intended to and does not constitute, or form part of, 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)

PROPOSED ISSUE OF A SHARES AND LISTING ON THE SCI-TECH

BOARD AND OTHER ANCILLARY RESOLUTIONS

AND

PROPOSED AMENDMENTS TO THE ARTICLES ANCILLARY TO THE

PROPOSED ISSUE

AND

UNCOVERED DEFICIT OF THE COMPANY AMOUNTING TO ONE-THIRD

OF THE TOTAL SHARE CAPITAL

AND

PROPOSED CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTOR

AND CHANGE IN THE COMPOSITION OF BOARD COMMITTEE

PROPOSED ISSUE OF A SHARES

The Company proposed to apply to the relevant regulatory authorities in the PRC for the allotment and issue of not more than 54,426,301 A Shares and proposed to apply to the Shanghai Stock Exchange for the listing of, and permission to deal in, the A Shares on the Sci-Tech Board.

The Issue of A Shares will be subject to, among other things, the approval by the Shareholders by way of special resolutions at the EGM and Class Meetings, as well as the approvals by the CSRC and the Shanghai Stock Exchange.

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OTHER ANCILLARY RESOLUTIONS RELATING TO THE ISSUE OF A SHARES

Other relevant resolutions in connection with the Issue of A Shares were also passed at respective meetings of the Board of Directors. Details of these resolutions are set out in the paragraphs headed ''Other resolutions relating to the Issue of A Shares'' below.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Board further announces that for the purpose of the listing on the Sci-Tech Board, the Board considered and approved the proposed amendments to the Articles.

The proposed amendments to the Articles will be subject to the approval by the Shareholders by way of special resolutions at the EGM and the Class Meetings. If approved, the revised Articles will take effect upon completion of the Issue of A Shares and listing on the Sci-Tech Board.

UNCOVERED DEFICIT OF THE COMPANY AMOUNTING TO ONE-THIRD OF THE TOTAL SHARE CAPITAL

An ordinary resolution will be proposed at the EGM to consider and approve the uncovered deficit of the Company amounting to one-third of its total share capital.

PROPOSED CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND COMPOSITION OF BOARD COMMITTEE

The Board further announces that (i) Dr. Lorne Alan Babiuk will, due to other work commitments, resign as an independent non-executive Director of the Company, and will cease to be a member of the Strategy Committee with effect from the date of the EGM to be convened to approve, among others, the proposed appointment of Dr. Ma Lan as an independent non-executive Director, and (ii) Dr. Ma Lan has been nominated as candidate for appointment as independent non-executive Director of the first session of the Board subject to the approval by the Shareholders at the EGM.

An ordinary resolution will be proposed at the EGM to consider and approve the the proposed appointment of Dr. Ma Lan as an independent non-executive Director of the Company.

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GENERAL

The Company will, at the EGM and the Class Meetings, seek the Shareholders' approval on: (1) the special resolution on the fulfillment by the Company of the requirements for initial public offering of A Shares and listing on the Sci-Tech Board; (2) the special resolution on the Proposed Issue of A Shares and Listing on the Sci-Tech Board; (3) the special resolution on the investment projects to be funded by the proceeds raised from the Issue of A Shares and feasibility analysis; (4) the special resolution on the proposal for accumulated profit distribution and the plan for undertaking unrecovered losses prior to the Issue of A Shares; (5) the special resolution on the Company's share price stabilization plan and restraining measures within three years after the Company's initial public offering of A Shares and listing on the Sci-Tech Board; (6) the special resolution on the three-year dividend distribution plan for shareholders after the initial public offering of A Shares and listing on the Sci-Tech Board; (7) the special resolution on the impact of dilution on immediate return by the Company's initial public offering of A Shares and adoption of recovery measures; (8) the special resolution on the undertakings and restraining measures relating to the Company's Issue of A Shares and listing on the Sci-Tech Board; (9) the special resolution on authorizing the Board of Directors to fully handle matters in connection with the Issue of A Shares and the listing on the Sci-Tech Board; (10) the special resolution on the engagement of intermediaries; (11) the special resolution on the confirmation of the Company's related party transactions in the past three years; (12) the special resolution on the formulation of the amended Articles in respect of the Issue of A Shares that come into effect after the Company's Issue of A Shares and listing on the Sci-Tech Board; (13) the special resolution on the amendments to and/or adoption of each of the ''Rules of Procedures for the Meeting of Shareholders'', the ''Rules of Procedures for the Board of Directors'', the ''Rules of Procedures for the Supervisory Committee''and the ''Terms of Reference for Independent Non-Executive Directors''; and (14) the special resolution on the report on the use of proceeds raised in previous offering. The Company will also, at the EGM, seek the Shareholders' approval on: (15) the ordinary resolution on uncovered deficit of the Company amounting to one- third of the total share capital; (16) ordinary resolution on the amendments to and/or adoption of each of the ''Management Policies for Related (Connected) Transactions'', the ''Management Policies for External Guarantees'', the ''Management Policies for External Investment'', the ''Management Policies for Raised Proceeds'', the ''Management Policies on Material Transactions'' and the ''Management Policies for Funds Transfers with Related Parties''; and (17) the ordinary resolution on the appointment of Dr. Ma Lan as an independent non-executive Director of the Company.

A circular containing, among other things, the above matters, a notice of the EGM, and notices of the Class Meetings respectively will be despatched to the Shareholders in due course.

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There is no assurance that the Issue of A Shares will proceed. Shareholders and investors are advised to exercise caution in dealings in the H Shares. Further details about the Issue of A Shares will be disclosed by the Company in due course.

PROPOSED ISSUE OF A SHARES AND LISTING ON THE SCI-TECH BOARD

  1. PROPOSED ISSUE OF A SHARES
    The Board of Directors is pleased to announce that at a meeting of the Board held on May 10, 2021, the Company proposed to apply to the relevant regulatory authorities in the PRC for the allotment and issue of not more than 54,426,301 A Shares and proposed to apply to the Shanghai Stock Exchange for the listing of, and permission to deal in, the A Shares on the Sci-Tech Board.
    The Issue of A Shares will be subject to, among other things, the approval by the Shareholders by way of special resolutions at the EGM and the Class Meetings, as well as the approvals by the CSRC and the Shanghai Stock Exchange.
    Details of the Issue of A Shares
    1. Class of new Shares to be issued
      Ordinary Shares with a nominal value of RMB1.00 each (A Shares).
    2. Place of listing
      All A Shares will be listed and traded on the Sci-Tech Board.
    3. Nominal value of new Shares to be issued RMB1.00 each.
    4. Issue size
      The Company proposes to issue not more than 54,426,301 new A Shares, representing approximately 11.11% of the issued Shares of the Company as of the date of this announcement, and approximately 10% of the enlarged issued Shares upon completion of the Issue of A Shares. The Issue of A Shares only involves issue of new Shares, and will not involve sale of Shares by existing Shareholders. The final issue size will be determined by the Board after consultation with the lead underwriter(s) according to the authorization (if granted at the EGM and the Class Meetings), and be subject to final number of A Shares registered by the CSRC. No over-allotment option will be granted under the Proposed Issue of A Shares.

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  1. Target subscribers
    Investors who fulfill the relevant rules and requirements relating to the Sci-Tech Board published by the Shanghai Stock Exchange and the CSRC (excluding those in respect of which subscription has been prohibited by laws, regulations and regulatory documents of the PRC).
  2. Method of issuance
    The Issue of A Shares will be conducted through a combination of off-line placement to the price consultation participants and offering by way of on-line subscription by public investors, or other methods of issuance approved by the securities regulatory authorities (including but not limited to offering to strategic investors). To the best knowledge of the Directors, there is currently no other methods of issuance other than through a combination of off-line placement to the price consultation participants and offering by way of on-line subscription by public investors.
  3. Method of underwriting
    The Issue of A Shares will be underwritten by the sponsor(s) and underwriter(s) by way of standby commitment.
  4. Pricing methodology
    The issue price for the A Shares will be determined by the Company and the lead underwriter(s) in accordance with applicable laws and regulations, or by other pricing methods recognized by the CSRC and the Shanghai Stock Exchange. As at May 7, 2021 (being the trading date prior to the date of this announcement), the closing price of H Share as quoted on the Stock Exchange is HK$96.1 per H Share.
  5. Schedule of issuance
    The Company will proceed with the Issue within 12 months after the Shanghai Stock Exchange issues the approval opinion and CSRC approves the Issue. The Board and the lead underwriter(s) will determine the listing date for the A Shares after the CSRC agrees to the registration of the A Shares and after completion of the offering.

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RemeGen Co. Ltd. published this content on 10 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 May 2021 17:41:08 UTC.