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)

PROXY FORM FOR USE

AT THE 2021 FIRST CLASS MEETING OF H SHAREHOLDERS

I/We (Note 1)

of

being the registered holder(s) of

H shares (Note 2) of RemeGen Co., Ltd.* (the ''Company''),

HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note 3) or

of

as my/our proxy to attend and act for me/us at the 2021 first class meeting of H shareholders of the Company to be held at 58 Middle Beijing Road, Yantai Development Zone, Yantai Area of Shandong Pilot Free Trade Zone, PRC, immediately after the conclusion of the 2021 second extraordinary general meeting of the Company to be held at the same location on Tuesday, June 1, 2021 (the ''Meeting'') (and any adjournment

thereof) for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at the Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below (Note 4).

Special Resolutions

For(Note 4)

Against(Note 4)

Abstain(Note 4)

  1. To consider and approve the fulfillment by the Company of the requirements for initial public offering of A Shares and listing on the Sci-Tech Board.
  2. To consider and approve the proposed Issue of A Shares as follows (each and every items as a separate resolution):

i. Class of new Shares to be issued

ii. Place of listing

iii. Nominal value of new Shares to be issued

iv. Issue size

v. Target subscribers

vi. Method of issuance

vii. Method of underwriting

viii. Pricing methodology

ix. Schedule of issuance

x. Validity period of the resolutions

  1. To consider and approve the investment projects to be funded by the proceeds raised from the Issue of A Shares and feasibility analysis.
  2. To consider and approve the proposal for accumulated profit distribution and the plan for undertaking unrecovered losses prior to the Issue of A Shares.
  3. To consider and approve the Company's share price stabilization plan and restraining measures within three years after the initial public offering of A Shares and listing on the Sci-Tech Board.
  4. To consider and approve the Company's three-year dividend distribution plan for Shareholders after initial public offering of A Shares and listing on the Sci-Tech Board.
  5. To consider and approve the analysis on dilution on immediate return by initial public offering of A Shares and recovery measures for the immediate return.
  6. To consider and approve the undertakings and restraining measures relating to the Issue of A Shares and listing on the Sci-Tech Board, and to authorize the Board to make appropriate undertakings for the purpose of the Issue of A Shares in accordance with the laws, regulations and regulatory documents of the PRC, the relevant regulations and policies of the securities regulatory departments, and combining the review for listing on the Sci-Tech Board in practice and the actual situation of the Company.

Special Resolutions

For(Note 4)

Against(Note 4)

Abstain(Note 4)

9. To consider and approve the authorization to the Board of Directors to fully handle matters in connection with the proposed Issue of A Shares and the listing on the Sci-Tech Board.

  1. To consider and approve the engagement of intermediaries, including Huatai United Securities Co., Ltd. (華泰聯合證券有限責任公司) as the sponsor/lead underwriter, King & Wood Mallesons (北京市金杜律師事 務所) as the legal adviser to the Company as to PRC laws, and Ernst & Young Hua Ming LLP (安永華明會計師事務所(特殊普通合夥)) as the
    auditor, for the Proposed Issue of A Shares and listing.
  2. To consider and approve the status of major transactions with related parties during the reporting period (i.e. the years ended December 31, 2018, 2019 and 2020).
  3. To consider and approve the proposed amendments to the Articles in respect of the Issue of A Shares.
  4. To consider and approve the amendments to or adoption of each of the following internal management policies:

a) the ''Rules of Procedures for the Meeting of Shareholders''

b) the ''Rules of Procedures for the Board of Directors''

c) the ''Rules of Procedures for the Supervisory Committee''

  1. the ''Terms of Reference for Independent Non-Executive Directors''

14. To consider and approve the ''Report on the Use of Proceeds Raised in Previous Offering by RemeGen Co., Ltd.''.

Date:

Signature(s) (Note 5):

Notes:

  1. Please insert full name(s) and address(es) as shown in the register of members of the Company in BLOCK LETTERS.
  2. Please delete as inappropriate and insert the number of shares registered in your name(s) to which this proxy form relates. If no number of shares is inserted, this proxy form will be deemed to relate to all shares registered in your name(s).
  3. If any proxy other than the chairman of the Meeting is preferred, strike out the words ''THE CHAIRMAN OF THE MEETING or'' and insert the name and address of the proxy desired in the space provided. A shareholder entitled to attend and vote at the Meeting may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company but must attend the Meeting in person to represent you. Such proxies may only exercise their voting rights in a poll. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGNS IT.
  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (P) IN THE RELEVANT BOX BELOW THE BOX MARKED ''For''. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK (P) IN THE RELEVANT BOX BELOW THE BOX MARKED ''Against''. IF YOU WISH TO ABSTAIN, TICK (P) IN THE RELEVANT BOX BELOW THE BOX MARKED ''Abstain''. The shares abstained will be counted in the calculation of the required majority. If no direction is given, your proxy may vote or abstain at his discretion. Your proxy will also be
    entitled to vote or abstain at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting. Any vote which is not filled or filled wrongly or with unrecognizable writing or not casted will be deemed as having been waived by you and the corresponding vote will be counted as ''Abstained''.
  5. This proxy form must be signed by you or your attorney duly authorised in writing. If the shareholder is a corporation, the proxy form must be either under the seal of the corporation (must be signed by the legal representative/person-in-charge in case of a shareholder being a domestic corporation) or signed by its director(s) or duly authorized attorney(s). If the proxy form is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.
  6. In case of joint holders of any shares, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he is solely entitled thereto. However, if more than one of such joint holders are present at the Meeting, personally or by proxy, the vote of the joint holder whose name stands first on the register of members, whether in person or by proxy, will be accepted to the exclusion of the votes of other joint holder(s).
  7. In order to be valid, the proxy form together with the notarized power of attorney or other authorization document (if any) must be deposited at the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the time fixed for the holding of the or any adjournment thereof (as the case may be) (which is before 2 p.m. on Monday, May 31, 2021 (or other date in the event of any adjournment thereof)). Completion and return of the proxy form will not preclude a shareholder from attending and voting in person at the 2021 first class meeting of H shareholders or any adjournment thereof if he/she so wishes. Shareholders and shareholder proxies are required to produce identity proof when attending the Meeting (and any adjournment thereof).

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the meeting of the Company (the ''Purposes''). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Computershare Hong Kong Investor Services Limited at the above address.

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RemeGen Co. Ltd. published this content on 13 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 May 2021 13:06:01 UTC.