Shanghai Junshi Biosciences Co., Ltd. — Capital/Financing Update 2021

Jun 23, 2021

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 purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

This announcement is not, and does not form any part of, an offer or invitation for the sale of securities in the United States (as defined in Regulation S under the Securities Act). Neither this announcement nor anything herein nor any copy thereof may be taken into or distributed, directly or indirectly, in or into the United States or any other jurisdiction where such release or distribution might be unlawful. The securities referred to herein have not been and will not be registered under the Securities Act, and may not be offered, sold or otherwise transferred within the United States unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. The Company does not intend to register any securities described herein in the United States or to make any public offering of the securities in the United States.

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SHANGHAI JUNSHI BIOSCIENCES CO., LTD.* 上海君實生物醫藥科技股份有限公司

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

(Stock code: 1877)

COMPLETION OF PLACING OF NEW H SHARES UNDER GENERAL MANDATE

Sole Placing Agent

Co-managers

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The Board is pleased to announce that completion of the Placing took place on 23 June 2021 in accordance with the terms and conditions of the Placing Agreement. All conditions precedent of the Placing as set out in the Placing Agreement have been satisfied. The Company placed, through the Placing Agent, an aggregate of 36,549,200 new H Shares at the Placing Price of HK$70.18 per H Share.

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Reference is made to the announcement of Shanghai Junshi Biosciences Co., Ltd. 上海君實 生物醫藥科技股份有限公司 (the “ Company ”) dated 16 June 2021 (the “ Announcement ”) in relation to the placing of 36,549,200 new H Shares of the Company (the “ Placing* ”). Unless otherwise defined, all capitalized terms used herein shall have the same meanings as defined in the Announcement.

COMPLETION OF THE PLACING

The Board is pleased to announce that all conditions precedent to the Placing, as set out in the Placing Agreement, have been satisfied (including the grant by the Hong Kong Stock Exchange of the listing of and permission to deal in the Placing Shares), and completion of the Placing took place on 23 June 2021 (the “ Completion of the Placing ”).

An aggregate of 36,549,200 new H Shares, representing approximately 16.67% of all issued H Shares and 4.01% of all issued Shares of the Company as enlarged by the issue of the Placing Shares, have been successfully allotted and issued by the Company on 23 June 2021 at the Placing Price of HK$70.18 per H Share to not less than six Placees who are professional, institutional and/or other investors and who are independent of, and not connected with the Company and its connected persons. None of the Placees is a substantial shareholder of the Company immediately after the Completion of the Placing.

The aggregate gross proceeds from the Placing are approximately HK$2,565 million and the aggregate net proceeds from the Placing to be received by the Company are approximately HK$2,528 million (after deduction of commission and other expenses of the Placing). The net proceeds from the Placing are intended to be used by the Group toward the research and development of drugs and pipeline expansion, expansion of the commercialization team, domestic and overseas investment, mergers and acquisitions, and business development, and general corporate purposes.

Please refer to the Announcement of the Company dated 16 June 2021 for further details of the Placing.

CHANGE OF SHARE CAPITAL UPON COMPLETION OF THE PLACING

The number of total issued Shares of the Company has increased from 874,207,500 Shares to 910,756,700 Shares as a result of the issue of the Placing Shares. Upon Completion of the Placing, the number of total issued H Shares has increased from 182,746,500 H Shares to 219,295,700 H Shares and the number of total issued A Shares remains unchanged as 691,461,000 A Shares.

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The following table sets out the shareholding of the Company immediately before and after the Completion of the Placing:

	Immediately before	Immediately before	Immediately before		Immediately after	Immediately after	Immediately after
	Completion of the Placing				Completion of the Placing
		Percentage	Percentage			Percentage	Percentage
		in the	in the total			in the	in the total
		relevant		share		relevant	share capital
	Number	class of		capital of	Number	class of	of the
	of Shares	Shares	the	Company	of Shares	Shares	Company
		(Approx.)		(Approx.)		(Approx.)	(Approx.)
A SHARES
A Shareholders	691,461,000	100%		79.10%	691,461,000	100%	75.92%
Total issued A Shares	691,461,000	100%		79.10%	691,461,000	100%	75.92%
H SHARES
Placees	–	–		–	36,549,200	16.67%	4.01%
Other H Shareholders	182,746,500	100%		20.90%	182,746,500	83.33%	20.07%
Total issued H Shares	182,746,500	100%		20.90%	219,295,700	100%	24.08%
TOTAL ISSUED SHARES	874,207,500			100%	910,756,700		100%

Notes:

(1) Certain figures included in the above table have been rounded to two decimal places. Any discrepancies between the total shown and the sum of the amounts listed are due to rounding.

By order of the Board Shanghai Junshi Biosciences Co., Ltd.* Mr. Xiong Jun Chairman

Shanghai, the PRC, 23 June 2021

As at the date of this announcement, the board of directors of the Company comprises Mr. Xiong Jun, Dr. Li Ning, Dr. Feng Hui, Mr. Zhang Zhuobing and Dr. Yao Sheng as executive Directors; Dr. Wu Hai, Mr. Tang Yi, Mr. Li Cong, Mr. Yi Qingqing and Mr. Lin Lijun as non-executive Directors; and Dr. Chen Lieping, Mr. Qian Zhi, Mr. Zhang Chun, Dr. Jiang Hualiang and Dr. Roy Steven Herbst as independent non-executive Directors.

• For identification purpose only

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