Shanghai Henlius Biotech, Inc. — Proxy Solicitation & Information Statement 2021

Jul 5, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in Shanghai Henlius Biotech, Inc., you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

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Shanghai Henlius Biotech, Inc. 上海復宏漢霖生物技術股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 2696)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

The notice convening the EGM of the Company to be held at Conference Room, 5th Floor, Innov Tower (Capitaland Building), Section A, 1801 Hongmei Road, Shanghai, PRC at 3 p.m. on Tuesday, 27 July 2021 is set out on pages 7 to 8 of this circular.

Whether or not you intend to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s Board secretary office (for holders of Domestic Shares or unlisted foreign shares), at 9th Floor, Innov Tower (Capitaland Building), Section A, 1801 Hongmei Road, Shanghai, PRC or the Company’s H share registrar in Hong Kong (for holders of H Shares), Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 24 hours before the time appointed for the EGM (i.e. not later than 3 p.m. on Monday, 26 July 2021) or the adjourned meeting (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 or at any adjourned meetings if they so wish.

This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.henlius.com).

References to time and dates in this circular are to Beijing time and dates.

6 July 2021

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER FROM **	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I	PROPOSED AMENDMENTS TO THE ARTICLES OF
	ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX II	PROPOSED AMENDMENTS TO THE POST A SHARE
	OFFERING ARTICLES . . . . . . . . . . . . . . . . . . . . . . . . .	6
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		7

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

• “A Share Offering”

  • the Company’s proposed initial public offering of A Shares, which are proposed to be listed on the SSE STAR Market

• “A Share Offering and Listing” the Company’s proposed initial public offering of A Shares, and listing of such shares on the SSE STAR Market

• “A Share(s)”

  • RMB ordinary share(s) proposed to be issued by the Company pursuant to the A Share Offering

• “Articles of Association”

  • the articles of association of the Company currently in force, as amended, modified or otherwise supplemented from time to time

• “Board” the board of Directors

• “Company”

  • Shanghai Henlius Biotech, Inc., a joint stock company incorporated in the People’s Republic of China with limited liability, the H Shares of which are listed and traded on the Main Board of the Stock Exchange (stock code: 2696)

• “Director(s)” the director(s) of the Company

• “EGM”

  • the 2021 first extraordinary general meeting of the Company to be held at Conference Room, 5th Floor, Innov Tower (Capitaland Building), Section A, 1801 Hongmei Road, Shanghai, PRC at 3 p.m. on Tuesday, 27 July 2021, to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 7 to 8 of this circular, or any adjournment thereof

• “Hong Kong”

  • the Hong Kong Special Administrative Region of the People’s Republic of China

• “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time

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DEFINITIONS

“Post A Share Offering Articles” the articles of association of the Company which have been approved by the Shareholders at the extraordinary general meeting of the Company dated 19 November 2020 and will take effect and be implemented from the date of the completion of the A Share Offering and Listing “PRC” or “Mainland” the People’s Republic of China, which for the purpose of this circular only, excludes Hong Kong Administrative Region of the PRC, the Macau Special Administrative Region of the PRC and China Taiwan “RMB” Renminbi, the lawful currency of the PRC “Share(s)” ordinary share(s) with par value RMB1.00 each in the share capital of the Company “Shareholder(s)” holder(s) of Share(s) “SSE STAR Market” the Science and Technology Innovation Board of Shanghai Stock Exchange “Stock Exchange” The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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Shanghai Henlius Biotech, Inc. 上海復宏漢霖生物技術股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 2696)

Executive Director: Mr. Wenjie ZHANG Non-executive Directors: Mr. Qiyu CHEN (Chairman) Mr. Yifang WU Ms. Xiaohui GUAN Dr. Aimin HUI Mr. Zihou YAN

Registered Office: Room 303, 304, Block 7 No. 1999 Zhangheng Road China (Shanghai) Pilot Free Trade Zone PRC Principal Place of Business in Hong Kong: Level 54, Hopewell Centre 183 Queen’s Road East Hong Kong

Independent non-executive Directors: Mr. Tak Young SO Dr. Lik Yuen CHAN Dr. Guoping ZHAO Dr. Ruilin SONG

6 July 2021

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

We refer to the announcement of the Company dated 30 June 2021 in relation to the proposed amendments to the Articles of Association and proposed amendments to the Post A Share Offering Articles (the “ Proposed Amendments ”). The purpose of this circular is to provide you with information regarding the Proposed Amendments. At the EGM, special solutions will be proposed to approve the Proposed Amendments.

1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

As the Company will change its registered address to Room 330, Complex Building, No. 222 Kangnan Road, China (Shanghai) Pilot Free Trade Zone, the Company proposes make the following amendments:

• (1) an amendment to Article 4 of the Articles of Association, which will take effect immediately upon approval at the EGM; and

• (2) an amendment to Article 4 of the Post A Share Offering Articles, which will take effect and be implemented from the date of completion of the A Share Offering and Listing.

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LETTER FROM THE BOARD

Shareholders should be aware that the English version of the Articles of Association and the Post A Share Offering Articles (and/or the proposed amendments thereto) is a translation of the Chinese version and is provided for reference only. The Chinese version shall prevail in the case there are discrepancies in the translation and/or inconsistencies between the two versions.

For details of the Proposed Amendments, please refer to Appendix I and Appendix II to this circular.

The proposed amendments to the Articles of Associations and Post A Share Offering Articles are required to be filed and registered with the relevant authorities in the PRC. The Company will make adjustment to the wordings of such amendments according to the comments of the relevant authorities (if any).

2. EGM AND PROXY ARRANGEMENT

The notice of the EGM is set out on pages 7 to 8 of this circular.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the EGM is enclosed with this circular and such form of proxy is also published on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.henlius.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company’s Board secretary office (for holders of Domestic Shares or unlisted foreign shares), at 9th Floor, Innov Tower (Capitaland Building), Section A, 1801 Hongmei Road, Shanghai, PRC or the Company’s H share registrar in Hong Kong (for holders of H Shares), Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 24 hours before the time appointed for the EGM (i.e. not later than 3 p.m. on Monday, 26 July 2021) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM if you so wish.

3. RECOMMENDATION

The Directors consider that the resolutions proposed at the EGM are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions proposed at the EGM.

Yours faithfully, On behalf of the Board Shanghai Henlius Biotech, Inc. Qiyu CHEN Chairman

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

		BeforeProposedAmendmentstotheArticles of Association	AfterProposedAmendmentstotheArticles of AssociationArticle 4 The address of the Company:Room 330, Complex Building, No. 222Kangnan Road, China (Shanghai) PilotFree Trade Zone.Telephone: +86 021-33395800Fax: +86 021-34611802Postal code: 201210
		Article 4 The address of the Company:Room303,304,Block7No.1999Zhangheng Road, China (Shanghai) PilotFree Trade Zone, PRC.Telephone: +86 021-33395800Fax: +86 021-34611802Postal code: 201203

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PROPOSED AMENDMENTS TO THE POST A SHARE OFFERING ARTICLES

APPENDIX II

Before Proposed Amendments to the Articles of Association

Post A Share Offering Articles After Proposed Amendments to (approved on 19 November 2020) the Post A Share Offering Articles

Article 4 The address of the Article 4 The address of the Article 4 The address of the Company: Room 303, 304, Block 7 Company: Room 303, 304, Block 7 Company: Room 330, Complex No. 1999 Zhangheng Road, China No. 1999 Zhangheng Road, China Building, No. 222 Kangnan Road, (Shanghai) Pilot Free Trade (Shanghai) Pilot Free Trade China (Shanghai) Pilot Free Zone, PRC. Zone, PRC. Trade Zone. Telephone: +86 021-33395800 Telephone: +86 021-33395800 Telephone: +86 021-33395800 Fax: +86 021-34611802 Fax: +86 021-34611802 Fax: +86 021-34611802 Postal code: 201203 Postal code: 201203 Postal code: 201210

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NOTICE OF EGM

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Shanghai Henlius Biotech, Inc. 上海復宏漢霖生物技術股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 2696)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ Meeting ”) of Shanghai Henlius Biotech, Inc. (the “ Company ”) will be held at Conference Room, 5th Floor, Innov Tower (Capitaland Building), Section A, 1801 Hongmei Road, Shanghai, PRC at 3 p.m. on Tuesday, 27 July 2021 for the purposes of considering and, if thought fit, passing the following resolutions as special resolutions:

SPECIAL RESOLUTIONS

1. To consider and approve the resolution in relation to the proposed amendments to Article 4 of the Articles of Association, which will take effect immediately upon approval at the EGM.

2. To consider and approve the resolution in relation to the proposed amendments to Article 4 of the Post A Share Offering Articles, which will take effect and be implemented from the date of completion of the A Share Offering and Listing.

On behalf of the Board Shanghai Henlius Biotech, Inc. Qiyu CHEN Chairman

As at the date of this notice, the board of directors of the Company comprises Mr. Wenjie Zhang as the executive director, Mr. Qiyu Chen as the chairman and non-executive director, Mr. Yifang Wu, Ms. Xiaohui Guan, Dr. Aimin Hui and Mr. Zihou Yan as the non-executive directors, and Mr. Tak Young So, Dr. Lik Yuen Chan, Dr. Guoping Zhao and Dr. Ruilin Song as the independent non-executive directors.

Hong Kong, 6 July 2021

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NOTICE OF EGM

Notes:

1. All resolutions at the Meeting will be taken by a poll pursuant to the articles of association of the Company and the Listing Rules. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

2. Any shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy (or more than one proxy if he/she holds more than one share) to attend and on a poll, vote on his/her behalf. A proxy needs not be a shareholder of the Company. If more than one proxy is so appointed, the form of proxy shall specify the number of shares in respect of which each such proxy is so appointed. In case of a poll every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.

3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be delivered to at the Company’s Board secretary office (for holders of Domestic Shares or unlisted foreign shares), at 9th Floor, Innov Tower (Capitaland Building), Section A, 1801 Hongmei Road, Shanghai, PRC or the Company’s H share registrar in Hong Kong (for holders of H shares), 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 appointed for the Meeting (i.e. not later than 3 p.m. on Monday, 26 July 2021) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. In order to determine the list of Shareholders who will be entitled to attend and vote at the Meeting, the registers of members of the Company will be closed from Thursday, 22 July 2021 to Tuesday, 27 July 2021 (both dates inclusive), during which period no transfer of shares of the Company will be effected. Shareholders whose names appear on the registers of members of the Company on Tuesday, 27 July 2021 shall be entitled to attend and vote at the Meeting. In order to qualify for attending and voting at the Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration by 4:30 p.m. on Wednesday, 21 July 2021.

5. Shareholders who attend the Meeting in person or by proxy shall bear their own travelling and accommodation expenses.

6. References to time and dates in this notice are to Beijing time and dates.

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