RemeGen : NOTICE OF THE 2021 FIRST CLASS MEETING OF DOMESTIC SHAREHOLDERS AND UNLISTED FOREIGN SHAREHOLDERS

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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)

NOTICE OF THE 2021 FIRST CLASS MEETING OF DOMESTIC SHAREHOLDERS AND UNLISTED FOREIGN SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the 2021 first class meeting of domestic shareholders and unlisted foreign shareholders (the ''Class Meeting of Domestic Shareholders and Unlisted Foreign Shareholders'') of RemeGen Co., Ltd. (the ''Company'', together with its subsidiaries, the ''Group'') will 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 first class meeting of H shareholders of the Company to be held at the same location on Tuesday, June 1, 2021 or at any adjustment thereof for the purpose of considering and, if thought fit, passing the following resolutions (with or without amendments). Unless otherwise indicated, capitalised terms used herein shall have the same meanings as ascribed to them in the circular dated May 14, 2021 issued by the Company (the ''Circular'').

SPECIAL RESOLUTIONS

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):
3. 1. Class of new Shares to be issued: Ordinary Shares (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.

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1. 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 Latest Practicable Date, 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.
2. 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).
3. 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).
4. Method of underwriting: The Issue of A Shares will be underwritten by the sponsor(s) and underwriter(s) by way of standby commitment.
5. 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.
6. 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.
7. Validity period of the resolutions: The resolutions will be valid for a period of 12 months from the date of approval at the EGM and the Class Meetings.

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3. To consider and approve the investment projects to be funded by the proceeds raised from the Issue of A Shares and feasibility analysis. The proceeds raised by the Company from the proposed Issue of A Shares will be used for the following projects after deducting the issuance expenses:

No. Project name

1. Industrialization of Biologics (生物新藥產業化項目)
2. Research and Development of Anticancer Antibodies (抗腫瘤 抗體新藥研發項目)

	Proposed
	investment
	amount from
Current Status	proceeds raised
	(RMB)
Commenced pre-	1,600,000,000
construction works
Ongoing (including the	853,300,000
phase Ib/II/III trials of
RC48 for different
indications which are
currently under patient
recruitment, the phase I trial
of RC88 which is under
patient recruitment, and the
phase I trials of RC98 and
RC108)

3 Research and Development of Antibodies Targeting

Autoimmune and Ophthalmic Diseases (自身免疫及眼科疾病 抗體新藥研發項目)

Ongoing (including the

346,700,000

post-commercialisation confirmatory trial of RC18 for SLE and the Phase II/III trials of RC18 for other indications, the Phase Ib trial of RC28 for wAMD and phase II trials of RC28 for other indications which are under patient recruitment)

4	Working Capital	N/A	1,200,000,000
	Total		4,000,000,000

Note:Final names of the Projects shall be based upon names approved by or filed with (if required) the

government authorities.

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Before the proceeds raised from the Issue of A Shares are in place, the Company may make an initial investment with its own funds according to the needs of the projects, and after the proceeds raised are in place, the Company can replace the initial investment funds with the proceeds raised from the Issue of A Shares.

After the proceeds raised from the Issue of A Shares are in place, if the net proceeds actually raised (after deducting the issuance expenses) are less than the total amount of proceeds to be invested, the shortfall shall be covered by the Company with its own funds. If the proceeds raised from this issuance exceeds the capital requirements of the projects, the surplus amount will be mainly used for general corporate and working capital purposes.

The Company believes that there are good prospects for abovementioned projects which are complementary to the current businesses of the Company. The projects are also in line with the relevant national policies, environmental policies and other relevant laws and regulations. The projects and amounts of proceeds are appropriate for the current business size, financial status, technology standard and management capability of the Company. The proposed use of proceeds are in the interests of the Company and the Shareholders as a whole and are feasible.

1. To consider and approve the proposal for accumulated profit distribution and the plan for undertaking unrecovered losses prior to the Issue of A Shares:
   As of the Latest Practicable Date, the Company has no undistributed accumulated profit. If the Company has undistributed accumulated profit or unrecovered losses before the Issue of A Shares and listing on the Sci-Tech Board, then it is proposed that the new and existing Shareholders shall share such profit or bear such losses in proportion to their respective shareholdings after the Issue of A Shares and listing on the Sci-Tech Board.
2. 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.
3. 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.
4. 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.

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1. 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.
2. 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.
   The authorization proposed to be granted to the Board shall include without limitation:
3. 1. The formulation and implementation of the specific proposals for this issuance, including but not limited to specific matters such as issue size, target subscribers, method of issuance, timing of issuance, pricing methodology and issue price, in accordance with laws and regulations, the relevant requirements of securities regulatory authorities and the securities market conditions, and within the framework and in accordance with the principles adopted by the Shareholders at the EGM and the Class Meetings.
   2. The performance of all procedures relating to the Proposed Issue of A Shares and listing on the Sci-Tech Board, including the procedures relating to registration, approval, registration, review, filing with the relevant regulatory authorities, and to sign, execute, amend and complete all necessary documents to be submitted to the government, authority and organization.
   3. The preparation, amendment, signing, submission, publication, disclosure, implementation, suspension and termination of all agreements, contracts, announcement or other documents and relating to this issuance and listing (including but not limited to the prospectus for the Issue of A Shares and listing on the Sci-Tech Board, relevant agreements for related (connected) transactions, sponsoring agreement, underwriting agreement, strategic placement agreements, listing agreement, engagement agreements of intermediaries), the engagement of sponsor(s), underwriter(s), legal adviser(s), auditing firm(s), asset valuer(s), receiving bank(s) and other in involved intermediaries this issuance and listing, and the determination and payment of all expenses relating to this issuance and listing.

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