Shanghai Junshi Biosciences Co., Ltd. - Proxy Solicitation & Information Statement 2019

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 your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Shanghai Junshi Biosciences Co., Ltd.*, you should at once hand this circular, the accompanying form of proxy and reply slip to the purchaser or transferee or to the bank, a licensed securities dealer 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.

**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)

(1) CAPITAL INJECTION TO WHOLLY-OWNED SUBSIDIARIES (2) AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETING

(3) APPLICATION FOR DELISTING OF DOMESTIC SHARES FROM NEEQ
(4) AUTHORIZATION TO HANDLE MATTERS PERTAINING TO THE APPLICATION FOR THE NEEQ DELISTING
(5) PROTECTIVE MEASURES IN RELATION TO THE NEEQ DELISTING FOR INTERESTS OF DISSENTING DOMESTIC SHAREHOLDERS

A letter from the Board is set out on pages 4 to 14 of this circular. Notice convening the EGM to be held at Jumeirah Himalayas Hotel Shanghai, No. 1108 Mei Hua Road, Pudong New District, Shanghai, the PRC on Monday, 6 January 2020 at 10:30 a.m. is set out on pages 19 to 22 of this circular. The reply slip and form of proxy for use at the EGM have been despatched on Thursday, 21 November 2019 and have been published on the websites of the Stock Exchange (http://www.hkexnews.hk) and of the Company (www.junshipharma.com).

Whether or not you are able to attend the EGM, you are reminded to complete, sign and return the reply slip and the form of proxy in accordance with the instructions printed thereon. For holders of H Shares, (i) the reply slip shall be lodged at the Company’s H share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong on or before Tuesday, 17 December 2019 and (ii) the form of proxy shall be lodged at the Company’s Hong Kong H share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 24 hours before the time fixed for holding the EGM or any adjournment thereof. Completion and return of the form for proxy will not preclude you from attending the EGM and any adjournment thereof and voting in person.

Reference to times and dates in this circular are to Hong Kong local times and dates.

For identification purpose only

3 December 2019

CONTENTS

DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I – PROPOSED AMENDMENTS TO THE
ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . .	15
APPENDIX II – PROPOSED AMENDMENTS TO THE
RULES OF PROCEDURE OF THE
GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . .	17
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . .	19

– i –

DEFINITIONS

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

“A Share(s)”

the ordinary share(s) with a nominal value of RMB1.00 each in the share capital of the Company proposed to be allotted, issued and listed on the STAR Market

“Articles of Association” or “Articles”
the articles of association of the Company, as amended from time to time
“Board of Directors”
the board of Directors
“Company”

Shanghai Junshi Biosciences Co., Ltd.* 上海君實生物醫藥科技股份有限公司, a joint stock limited company incorporated in the PRC with limited liability, the H Shares and Domestic Shares of which are listed and traded on the main board of the Hong Kong Stock Exchange (Stock Code: 1877) and the NEEQ (Stock Code: 833330), respectively

“Director(s)” the director(s) of the Company
“Dissenting Domestic Shareholders”
dissenting Domestic Shareholders in relation to the NEEQ Delisting
“Domestic Share(s)”
ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and paid for in Renminbi and are listed on the NEEQ
“Domestic Shareholder(s)” holder(s) of Domestic Shares
“EGM”
the extraordinary general meeting of the Company to be held on Monday, 6 January 2020 (and any adjournment thereof)
“Group”
the Company and its subsidiaries
“H Share(s)”
overseas-listed share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which are traded in Hong Kong dollars and are listed on the Hong Kong Stock Exchange
“H Shareholder(s)”
holder(s) of H Shares

– 1 –

DEFINITIONS

“HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited or “Stock Exchange”
“Latest Practicable Date” 28 November 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
“Listing Rules” the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange
“NEEQ” National Equities Exchange and Quotations (全國中小企業股份轉讓系統)
“NEEQ Delisting” the delisting of the Domestic Shares from the NEEQ
“Notice of EGM” the notice of the EGM dated 21 November 2019, a copy of which is set out on pages 19 to 22 of this circular
“PRC” or “China” the People’s Republic of China (for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan)
“Proposed STAR Market Listing” proposed initial public offering and listing of the A Shares on the STAR Market
“Record Date” the shareholding record date for Domestic Shareholders for convening the EGM
“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC
“Rules of Procedure of the General Meeting”
the Rules of Procedure of the General Meeting of the Company
“Share(s)” ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, comprising H Shares and Domestic Shares
“Shareholder(s)”
holder(s) of the Share(s)

– 2 –

DEFINITIONS

“STAR Market” STAR Market of the Shanghai Stock Exchange “Suzhou Junmeng” Suzhou Junmeng Biosciences Co., Ltd. (蘇州君盟生物醫藥科技有限公司), a wholly-owned subsidiary of the Company “Suzhou Union Biopharm” Suzhou Union Biopharm Biosciences Co., Ltd. (蘇州眾合生物醫藥科技有限公司), a wholly-owned subsidiary of the Company “%” per cent

For identification purpose only

– 3 –

LETTER FROM THE BOARD

**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)

Executive Directors: Mr. Xiong Jun (Chairman and Legal Representative) Dr. Li Ning (Chief Executive Officer and General Manager) Dr. Feng Hui Mr. Zhang Zhuobing Dr. Wu Hai Dr. Yao Sheng

Non-executive Directors: Mr. Tang Yi Mr. Li Cong Mr. Yi Qingqing Mr. Lin Lijun

Registered address: Level 13, Building 2 Nos. 36 and 58, Hai Qu Road China (Shanghai) Pilot Free Trade Zone the PRC

Principal place of business in Hong Kong under Part 16 of the Companies Ordinance: Level 54, Hopewell Centre 183 Queen’s Road East Hong Kong

Independent Non-executive Directors: Dr. Chen Lieping Dr. He Jia Mr. Chen Xinjun Mr. Qian Zhi Dr. Roy Steven Herbst

3 December 2019

To the Shareholders

Dear Sir and Madam

(1) CAPITAL INJECTION TO WHOLLY-OWNED SUBSIDIARIES
(2) AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND AMENDMENTS TO THE RULES OF PROCEDURE OF

THE GENERAL MEETING

(3) APPLICATION FOR DELISTING OF DOMESTIC SHARES FROM NEEQ
(4) AUTHORIZATION TO HANDLE MATTERS PERTAINING TO THE APPLICATION FOR THE NEEQ DELISTING
(5) PROTECTIVE MEASURES IN RELATION TO THE NEEQ DELISTING FOR INTERESTS OF DISSENTING DOMESTIC SHAREHOLDERS
For identification purpose only

– 4 –

LETTER FROM THE BOARD

I. INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the EGM to enable you to make informed decisions on whether to vote for or against the proposed resolutions at the EGM.

At the EGM, an ordinary resolution will be proposed to consider, and (if thought fit) approve:

(1) the capital injection to the wholly-owned subsidiaries of the Company, Suzhou Union Biopharm and Suzhou Junmeng.

At the EGM, special resolutions will be proposed to consider, and (if thought fit) approve:

(2) the amendments to the Articles of Association and the amendments to the Rules of Procedure of the General Meeting;
(3) the application for the delisting of Domestic Shares from the NEEQ;
(4) the authorization to the Board of Directors or the authorized person(s) of the Board of Directors to exercise full power to handle matters pertaining to the application for the NEEQ Delisting; and
(5) the protective measures in relation to the NEEQ Delisting for the interests of the Dissenting Domestic Shareholders.

II. DETAILS OF THE RESOLUTIONS

(1) Capital Injection to Wholly-owned Subsidiaries

An ordinary resolution will be proposed at the EGM to consider and approve the capital injection to the wholly-owned subsidiaries of the Company, Suzhou Union Biopharm and Suzhou Junmeng.

(a) Capital Injection to Suzhou Union Biopharm

Suzhou Union Biopharm is a wholly-owned subsidiary of the Company and has a registered capital of RMB700,000,000 as at the Latest Practicable Date. Suzhou Union Biopharm is mainly engaged in the operation of the Group’s Wujiang production base, which is responsible for commercialization of its drug candidates. The Company intends to make a capital contribution of RMB50,000,000 to Suzhou Union Biopharm in cash. Upon completion, Suzhou Union Biopharm will remain a wholly-owned subsidiary of the Company, with an enlarged registered capital of RMB750,000,000.

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LETTER FROM THE BOARD

(b) Capital Injection to Suzhou Junmeng

Suzhou Junmeng is a wholly-owned subsidiary of the Company and has a registered capital of RMB500,000,000 as at the Latest Practicable Date. Suzhou Junmeng is mainly engaged in the research and development of biological pharmaceuticals. The Company intends to make a capital contribution of RMB100,000,000 to Suzhou Junmeng in cash. Upon completion, Suzhou Junmeng will remain a wholly-owned subsidiary of the Company, with an enlarged registered capital of RMB600,000,000.

The capital increases in Suzhou Union Biopharm and Suzhou Junmeng do not constitute a notifiable transaction under Chapter 14 of the Listing Rules, or a connected transaction under Chapter 14A of the Listing Rules. It is not expected to have any material impact on the Group’s business operations. The capital increases in Suzhou Union Biopharm and Suzhou Junmeng will significantly strengthen their capital, and is beneficial to their long-term development, and is expected to have a positive effect on the Group’s future financial conditions and operating performance.

The above proposal is subject to shareholders’ approval by way of ordinary resolution and the increase in registered capital of Suzhou Union Biopharm and Suzhou Junmeng shall be filed with the local industrial and commercial administration department in the PRC for the change of business registration.

(2) Amendments to the Articles of Association and Amendments to the Rules of Procedure of the General Meeting

A special resolution will be proposed at the EGM to consider and approve the amendments to the Articles of Association and the amendments to the Rules of Procedure of the General Meeting.

(a) Proposed Amendments to the Articles of Association

According to the Approval on Adjustments to the Provisions on Notice Period for Convening General Meetings and Other Matters Applicable to Overseas Listed Companies (Guo Han [2019] No. 97) released by the State Council, overseas listed joint stock limited companies incorporated within the PRC shall follow the relevant provisions of the Company Law of the PRC in respect of requirements on notice period for convening general meetings, shareholders’ right of raising motions and convening procedures, and the provisions of Articles 20 to 22 of the Special Regulations of the State Council on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies are no longer applicable. Accordingly, the Board resolved at the Board meeting held on 21 November 2019 to amend the Articles of Association. General meetings of the Company will be convened in accordance with the Articles of Association and the Listing Rules.

– 6 –

LETTER FROM THE BOARD

The full text of the proposed amendments to the Articles of Association is set out in Appendix I to this circular and were prepared in the Chinese language. In the event of any discrepancy between the English translation and the Chinese version of the proposed amendments to the Articles of Association, the Chinese version shall prevail.

Except for the proposed amendments as set out in set out in Appendix I to this circular, other provisions of the Articles of Association remain unchanged.

The proposed amendments to the Articles of Association are in line with the Company’s business development needs, and will not have a negative impact on the Company’s business operations.

The proposed amendments to the Articles of Association are subject to the approval by the Shareholders by way of a special resolution at the EGM and the amended Articles of Association will take effect upon the resolution being passed by the Shareholders at the EGM.

(b) Proposed Amendments to the Rules of Procedure of the General Meeting

In relation to the proposed amendments to the Articles of Association, corresponding amendments are proposed to be made to the Rules of Procedures of the General Meeting.

The full text of the proposed amendments to the Rules of Procedures of the General Meeting is set out in Appendix II to this circular and were prepared in the Chinese language. In the event of any discrepancy between the English translation and the Chinese version of the proposed amendments to the Rules of Procedures of the General Meeting, the Chinese version shall prevail.

Except for the proposed amendments as set out in Appendix II to this circular, the other provisions of the Rules of Procedures of the General Meeting remain unchanged.

The proposed amendments to the Rules of Procedures of the General Meeting are subject to the approval by the Shareholders by way of a special resolution at the EGM and the amended Rules of Procedures of the General Meeting will take effect upon the resolution being passed by the Shareholders at the EGM.

(3) Application for the Delisting of Domestic Shares from the NEEQ after condition fulfilled

Reference is made to the Company’s supplemental circular dated 27 May 2019 and voluntary announcement dated 21 November 2019 in relation to the proposed NEEQ Delisting required for the progression of the Company’s plan for the Proposed STAR Market Listing, which sets out the background for the NEEQ Delisting.

– 7 –

LETTER FROM THE BOARD

The Board has resolved on 21 November 2019 that as part of the listing procedure for the Proposed STAR Market Listing, the Company intends to apply to the NEEQ for the delisting of Domestic Shares from the NEEQ when considered appropriate by the Company upon the application for the Proposed STAR Market Listing having been approved by the Listing Committee of the STAR Market of the Shanghai Stock Exchange.

Details of the NEEQ Delisting, including the date of the NEEQ Delisting, will be subject to approval by the NEEQ.

A special resolution will be proposed at the EGM to consider and, if thought fit, approve the application for the delisting of Domestic Shares from the NEEQ.

(4) Authorization to the Board of Directors or the authorized person(s) of the Board of Directors to exercise full power to handle matters pertaining to the application for the NEEQ Delisting

A special resolution will be proposed at the EGM to consider and, if thought fit, approve the authorization to the Board of Directors or the authorized person(s) of the Board of Directors to exercise full power to handle matters pertaining to the application for the NEEQ Delisting.

Since the Company proposes to apply for delisting of Domestic Shares from the NEEQ, in order to ensure the smooth progress of relevant matters, a proposal is made to the general meeting for the authorisation to the Board of Directors or the authorized person of the Board of Directors to exercise full power to handle all matters pertaining to the application for the NEEQ Delisting, including but not limited to:

(1) submit application materials for the NEEQ Delisting;
(2) draft, approve, sign, modify, receive and execute documents relating to the NEEQ Delisting;
(3) make relevant arrangements on the protective measures for the interests of shareholders, including but not limited to formulating, modifying and implementing protective measures for the Dissenting Domestic Shareholders;
(4) complete all relevant formalities relating to the delisting of Domestic Shares from the NEEQ;
(5) handle relevant matters after the delisting of Domestic Shares with China Securities Depository and Clearing Corporation Limited; and
(6) other matters relating to the application for the NEEQ Delisting.

– 8 –

LETTER FROM THE BOARD

The authorisation to apply for the NEEQ Delisting will be valid commencing from the date of the approval of such authorization by the Shareholders at the EGM and ending on the date of completion of matters relating to the NEEQ Delisting.

A proposal is made to approve the Chairman of the Company and the Board Secretary as the authorized persons of the Board of Directors. From the date of approval of the authorization by the Shareholders at the EGM, the Chairman of the Company and the Board Secretary may severally or jointly exercise such authorization.

(5) Protective Measures in relation to the NEEQ Delisting for the interests of the Dissenting Domestic Shareholders

A special resolution will be proposed at the EGM to consider and, if thought fit, approve the Protective Measures in relation to the NEEQ Delisting for the interests of the Dissenting Domestic Shareholders. As one of the requirements of the NEEQ Delisting, the Company proposes to implement the following protective measures (“ Protective Measures ”) to protect potential Dissenting Domestic Shareholders by way of share repurchase from the Dissenting Domestic Shareholders:

I. Target of Repurchase

The eligible target of repurchase (or vendor) must satisfy all the following conditions:

Domestic Shareholders who are registered holders on the Record Date for convening the EGM;
Domestic Shareholders who have not attended the EGM or who have attended the EGM but did not vote in favour of all of the relevant resolutions in relation to the NEEQ Delisting;
Domestic Shareholders who have requested the repurchase of their Shares by serving a notice in writing on the Company within the application period for repurchase (for further details, please refer to paragraph headed “IV Application Period for Repurchase” below);
Domestic Shareholders who have not acted in a manner harmful to the interests of the Company;
There is no litigation, arbitration or enforcement action, and on-going cases pending for conclusion, brought against the Company on grounds in connection with the share repurchase; and

– 9 –

LETTER FROM THE BOARD

The shares of the Company held are not restricted from trading freely such as being pledged or subject to judicial freezing.

Domestic Shareholders who have satisfied all of the above conditions may submit an application to the Company requesting for share repurchase after the relevant resolutions on NEEQ Delisting have been approved at the EGM in accordance with the procedures set out in paragraph headed “IV Application Period for Repurchase” below, and the number of shares to be repurchased shall be the number of Domestic Shares held as at the Record Date.

Qualified Dissenting Domestic Shareholders who have satisfied the above conditions shall be determined after the relevant resolutions on the NEEQ Delisting have been approved at the EGM.

II. Entity to Repurchase

The entity to repurchase may be the Company (by way of repurchasing Domestic Shares) and/or registered Domestic Shareholder(s) as at the Record Date (by way of purchasing Domestic Shares) designated by the Company. The actual entity conducting the repurchase shall be determined by the Board or its authorized person(s) based on the actual circumstances after the resolutions regarding the NEEQ Delisting having been approved at the EGM.

The timing of share repurchase to be determined by the entity to repurchase and the target of repurchase and the procedures for repurchase shall comply with the requirements of the relevant rules of the Shanghai Stock Exchange and the China Securities Regulatory Commission relating to the review of listing on the STAR Market, the Listing Rules, the Hong Kong Code on Share Buy-backs, the Hong Kong Code on Takeovers and Mergers, and other applicable requirements relating to securities.

The Company will make further confirmation on the relevant arrangements following the end of the application period for repurchase according to the circumstances of Dissenting Domestic Shareholders.

III. Repurchase Price

The entity to repurchase will commence negotiations to determine the repurchase price with the Dissenting Domestic Shareholders after the relevant resolutions on the NEEQ Delisting have been approved by the EGM and after the Company having received the written application as mentioned in paragraph headed “IV Application Period for Repurchase” below from the Dissenting Domestic Shareholders. If the entity to repurchase is a registered Domestic Shareholder(s) at the Record Date designated by the Company, the Company will provide active coordination between such shareholder(s) intending to repurchase shares from Dissenting Domestic Shareholders and the Dissenting Domestic Shareholders to facilitate further negotiations.

– 10 –

LETTER FROM THE BOARD

The repurchase price will be mainly determined and confirmed based on the cost of acquiring such portion of shares by the Dissenting Domestic Shareholders (if the cost of acquiring such shares has obviously deviated from market price, the repurchase price and basis of determination shall be determined by agreement between both parties), the specific price and method of repurchase shall be confirmed through negotiations with the Dissenting Domestic Shareholders by then, and the repurchase price will be adjusted accordingly if ex-right or ex-dividend events have occurred during the shareholding period of Dissenting Domestic Shareholders.

IV. Application Period for Repurchase

The valid period of application for repurchase for Dissenting Domestic Shareholders shall be within 5 working days from the date when the relevant resolutions on the NEEQ Delisting have been considered and approved by the EGM and the relevant announcement has been published (the time of acknowledgement of receipt by the Company upon courier delivery shall prevail). Within the application period, Dissenting Domestic Shareholders shall submit written applications, and send emails at the same time, to the Company (email address: [email protected], subject of the email should clearly state “name of shareholder + application materials for repurchase”).

The application materials for repurchase shall contain the necessary information, including the name of the Dissenting Domestic Shareholder, a photocopy of the valid identity document, the securities account number, the number of shares, the statement of transactions of acquiring such portion of shares, and contact method of the Dissenting Domestic Shareholder for effective communication. The Company will begin to pursue active negotiations with the relevant Dissenting Domestic Shareholders or actively organize negotiations between the registered Domestic Shareholder(s) as at the Record Date designated by the Company and the relevant Dissenting Domestic Shareholders after having received the above application materials for repurchase to determine the method of repurchase and the repurchase price.

Any Dissenting Domestic Shareholder who fails to submit its application materials within the aforesaid valid period shall be deemed to have consented to continue holding such shares of the Company, the Company and/or the registered Domestic Shareholders as at the Record Date as designated by the Company shall cease to undertake the obligation of repurchasing the aforesaid shares.

V. Dispute Resolution Mechanism

Any dispute arising from or in connection with the Protective Measures for Dissenting Domestic Shareholders shall be resolved by amicable negotiations between the parties. If negotiations are unsuccessful, the parties shall have the right to initiate a legal action in a people’s court of the place where the Company is domiciled.

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LETTER FROM THE BOARD

VI. Special Reminder and Contact Method

As the Protective Measures for Dissenting Domestic Shareholders are subject to certain time restrictions, Dissenting Domestic Shareholders may contact the Company for matters in relation to the repurchase within the valid period of application for repurchase, the contact method is as follows:

Contact Person: Chen Yingge and Wang Zhengyu Telephone number: 021-22500300-1153 Fax number: 021-8016-4691 Email address: [email protected] Address: 13th Floor, Building 2, Nos. 36, 58 Haiqu Road, China (Shanghai) Pilot Free Trade Zone

The above proposed Protective Measures only apply to Domestic Shareholders, and are not applicable to H Shareholders.

The actual impact of the shareholding structure of the Company and the mode of implementation of the Protective Measures will be determined after the actual number of Dissenting Domestic Shareholders having been finalized. In the event that, based on the actual number of Dissenting Domestic Shareholders, the Protective Measures may give rise to any implications under the Listing Rules or the Codes on Takeovers and Mergers and Share Buy-backs, the Company will comply with all relevant requirements as and when applicable. The Company will make further announcement to provide the H Shareholders with further information of the mode of implementation of the Protective Measures as and when appropriate.

III. EGM

Notice convening the EGM to be held at Jumeirah Himalayas Hotel Shanghai, No. 1108 Mei Hua Road, Pudong New District, Shanghai, the PRC on Monday, 6 January 2020 at 10:30 a.m. has been issued on 21 November 2019 and is set out on pages 19 to 22 of this circular. A reply slip and a form of proxy for use at the EGM have been despatched on 21 November 2019 and have been published on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and of the Company (www.junshipharma.com).

The notice of meeting to the Domestic Shareholders is separately published on the NEEQ website (http://www.neeq.com.cn).

– 12 –

LETTER FROM THE BOARD

IV. CLOSURE OF REGISTER OF MEMBERS OF H SHARES

The register of members of H Shares of the Company will be closed from Saturday, 7 December 2019 to Monday, 6 January 2020, both days inclusive, during which period no transfer of H Shares of the Company will be registered, in order to determine the entitlements of the H Shareholders to attend and vote at the forthcoming EGM. In order to be eligible to attend and vote at the EGM, all transfers of H Shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s H Share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, before 4:30 p.m. on Friday, 6 December 2019, being the last share registration date.

V. FORM OF PROXY AND REPLY SLIP

A shareholder entitled to attend and vote at the meeting may appoint one or more persons as his/her proxy(ies) to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company but must attend the meeting in person to represent the member. Shareholders who intend to attend the meeting by proxy should complete the form of proxy and the reply slip. For H Shareholders, the form of proxy should be returned to the Company’s H Share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, in person or by post as soon as possible and no later than 24 hours before the time fixed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending the meeting and any adjournment thereof and voting in person. In such event, the form of proxy shall be deemed to be revoked.

H Shareholders who intend to attend the meeting in person or by proxy should return the reply slip to the Company’s H share registrar, Tricor Investor Services Limited on or before Tuesday, 17 December 2019.

VI. VOTING BY POLL

According 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. Accordingly, the chairman of the EGM will demand a poll for all resolutions to be proposed at the EGM in accordance with Article 87 of the Articles of Association. Poll results will be announced by the Company in the manner prescribed under Rule 13.39(5) of the Listing Rules after the EGM.

VII. RECOMMENDATION

The Board considers that all resolutions set out in the Notice of EGM are fair and reasonable and in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends that the Shareholders to vote in favour of each of the resolutions set out in the Notice of EGM.

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LETTER FROM THE BOARD

VIII. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

By Order of the Board of Directors Shanghai Junshi Biosciences Co., Ltd.[*] Mr. Xiong Jun Chairman

For identification purpose only

– 14 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article

Provisions of Current Articles

No. Provisions of Current Articles 70 When the Company convenes a general meeting, written notice of the meeting shall be given forty-five (45) days (exclusive of the date of the meeting when calculating the starting date) before the date of the meeting to notify all shareholders whose names appear in the share register of the matters to be considered and the date and place of the meeting. A shareholder who intends to attend the meeting shall deliver to the Company his written reply concerning his attendance at such meeting twenty (20) days before the date of the meeting.

Notice of general meeting shall be served to any shareholder (whether has voting right on general meeting or not) either by hand or by post in a prepaid mail, addressed to such shareholder at his registered address as shown in the register of members. Subject to compliance with the laws, administrative regulations, the listing rules of the stock exchange where the Company’ s shares are listed, notice of the general meeting may also be given by way of announcement, including through publishing on the Company’ s website.

The “public announcement” referred to in the preceding paragraph shall be published in one or more newspapers designated by the securities supervisory and regulatory authority under the State Council and the securities regulatory authorities of the place where the Company’s shares are listed within the interval of forty-five (45) days to fifty (50) days before holding of the meeting. All holders of domestic shares shall be deemed as having been notified of the forthcoming general meeting once the announcement is published. The Chinese and English versions of the announcement shall be published on the websites of the Hong Kong Stock Exchange and the Company respectively on the same day or shall be published in the manner as specified by the Hong Kong Stock Exchange from time to time.

Provisions of Amended Articles

When the Company convenes a general meeting, it shall notify each shareholder of the date and place of the meeting and the matters to be considered twenty (20) days before the date of the meeting and fifteen (15) days before the date of an extraordinary general meeting.

The “public announcement” referred to in the preceding paragraph shall be published in one or more newspapers designated by the securities supervisory and regulatory authority under the State Council twenty (20) days before holding of an annual general meeting and fifteen (15) days before holding of an extraordinary general meeting. All holders of domestic shares shall be deemed as having been notified of the forthcoming general meeting once the announcement is published. The Chinese and English versions of the announcement shall be published on the websites of the Hong Kong Stock Exchange and the Company respectively on the same day or shall be published in the manner as specified by the Hong Kong Stock Exchange from time to time.

Special regulations of the listing rules of the place where the Company’s shares are listed shall prevail.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

Article
No. Provisions of Current Articles			Provisions of Amended Articles
71 The Company shall calculate the			A general meeting shall not decide
number of voting shares represented on matters not specified in the
by the shareholders who intend to notice.
attend the meeting based on the
written replies received twenty (20)
days prior to the holding of the
general meeting. If the number of
voting shares represented by the
shareholders who intend to attend the
meeting reaches more than one half
of the total number of		the Company’
s voting shares, the Company may
hold the general meeting. If not,			the
Company shall within		five (5) days
inform the shareholders again by
public notice of the matters to be
considered as well as the date and
place	of the meeting. Upon
notification by the public
announcement, the Company may
hold the general meeting.
An extraordinary general meeting
shall	not decide on matters not
specified in the notice.

Note: The Articles of Association are written in Chinese. If there is any inconsistency between the English and Chinese versions of this appendix, the Chinese version shall prevail.

– 16 –

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETING

APPENDIX II

Article Provisions of the Current Rules of No. Procedure of the General Meeting 19 When the Company convenes a general meeting, written notice of the meeting shall be given forty-five (45) days (exclusive of the date of the meeting when calculating the starting date) before the date of the meeting to notify all shareholders whose names appear in the share register of the matters to be considered and the date and place of the meeting. A shareholder who intends to attend the meeting shall deliver to the Company his written reply concerning his attendance at such meeting twenty (20) days before the date of the meeting.

Provisions of the Amended Rules of Procedure of the General Meeting When the Company convenes a general meeting, it shall notify each shareholder of the date and place of the meeting and the matters to be considered twenty (20) days before the date of the meeting and fifteen (15) days before the date of an extraordinary general meeting.

The “public announcement” referred to in the preceding paragraph shall be published in one or more newspapers designated by the securities supervisory and regulatory authority under the State Council twenty (20) days before holding of an annual general meeting and fifteen (15) days before holding of an extraordinary general meeting. All holders of domestic shares shall be deemed as having been notified of the forthcoming general meeting once the announcement is published. The Chinese and English versions of the announcement shall be published on the websites of the Hong Kong Stock Exchange and the Company respectively on the same day or shall be published in the manner as specified by the Hong Kong Stock Exchange from time to time.

Special regulations of the listing rules of the place where the Company’s shares are listed shall prevail.

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETING

APPENDIX II

Article Provisions of the Current Rules of Provisions of the Amended Rules of	Article Provisions of the Current Rules of Provisions of the Amended Rules of	Article Provisions of the Current Rules of Provisions of the Amended Rules of	Article Provisions of the Current Rules of Provisions of the Amended Rules of
No. Procedure of the General Meeting Procedure of the General Meeting
20 The Company shall calculate the A general meeting shall not decide
number of voting shares represented on matters not specified in the
by the shareholders who intend to notice.
attend the meeting based on the
written replies received twenty (20)
days prior to the holding of the
general meeting. If the number of
voting shares represented by the
shareholders who intend to attend the
meeting reaches more		than one half
of the	total number of	the Company’
s voting shares, the Company may
hold the general meeting. If not,			the
Company shall within		five (5) days
inform the shareholders again by
public notice of the matters to be
considered as well as the date and
place	of the meeting. Upon
notification by the public
announcement, the Company may
hold the general meeting.
An extraordinary general meeting
shall not decide on matters not
specified in the notice.

Note: The Rules of Procedure of the General Meeting are written in Chinese. If there is any inconsistency between the English and Chinese versions of this appendix, the Chinese version shall prevail.

– 18 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

**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)

NOTICE OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 first extraordinary general meeting (the “ EGM ”) of Shanghai Junshi Biosciences Co., Ltd. (the “ Company* ”) will be held at Jumeirah Himalayas Hotel Shanghai, No. 1108 Mei Hua Road, Pudong New District, Shanghai, the People’s Republic of China on Monday, 6 January 2020 at 10:30 a.m., for the following purposes:

ORDINARY RESOLUTION[(10)]

To consider and approve the capital injection to the wholly-owned subsidiaries.

SPECIAL RESOLUTIONS[(10)]

To consider and approve the amendments to the Articles of Association of the Company and the amendments to the Rules of Procedure of the General Meeting.[(11)]
To consider and approve the application for delisting of Domestic Shares of the Company from the National Equities Exchange and Quotations after condition fulfilled.[(12)]
To consider and approve the authorisation to the Board of Directors or the authorised person of the Board of Directors to exercise full power to handle matters pertaining to the application for the delisting of Domestic Shares of the Company from the National Equities Exchange and Quotations as follows:[(12)]

Since the Company proposes to apply for delisting of Domestic Shares from the National Equities Exchange and Quotations, in order to ensure the smooth progress of relevant matters, a proposal is made to the general meeting for the authorisation to the Board of Directors or the authorised person of the Board of Directors to exercise full power to handle all matters pertaining to the application for delisting of Domestic Shares from the National Equities Exchange and Quotations, including but not limited to:

(1) Submit application materials for the delisting from the National Equities Exchange and Quotations;

– 19 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

(2) Draft, approve, sign, modify, receive and execute documents relating to the delisting;
(3) Make relevant arrangements on the protective measures for the interests of shareholders, including but not limited to formulating, modifying and implementing protective measures for dissenting shareholders;
(4) Complete all relevant formalities relating to the delisting of Domestic Shares of the Company from the National Equities Exchange and Quotations;
(5) Handle relevant matters after the delisting of Domestic Shares of the Company with China Securities Depository and Clearing Corporation Limited;
(6) Other matters relating to the application for delisting of Domestic Shares.

The authorisation to apply for delisting of Domestic Shares will be valid commencing from the date of the approval of such authorization by the general meeting and ending on the date of completion of matters relating to the delisting.

A proposal is made to approve Chairman of the Company and Board Secretary as the authorised persons of the Board of Directors. From the date of approval of the authorization by the general meeting, Chairman of the Company and Board Secretary may severally or jointly exercise such authorization.

To consider and approve the protective measures in relation to the delisting of Domestic Shares from the National Equities Exchange and Quotations for interests of dissenting holders of Domestic Shares.[(12)]

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

Shanghai, PRC, 21 November 2019

– 20 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) (the “ Listing Rules ”), any vote of shareholders at a general meeting will be taken by poll. As such, each of the resolutions set out in the notice of EGM will be voted by poll. Results of the poll will be published on the Company’s website at www.junshipharma.com and the Stock Exchange’s website at www.hkexnews.hk after the EGM in accordance with the Listing Rules.
The register of members of H shares of the Company will be closed from Saturday, 7 December 2019 to Monday, 6 January 2020, both days inclusive, during which period no transfer of H shares of the Company will be registered, in order to determine the entitlements of the shareholders of the Company to attend and vote at the EGM. In order to be eligible to attend and vote at the EGM, all transfers of H shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s H share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for holders of H shares) before 4:30 p.m. on Friday, 6 December 2019, being the last share registration date.
A shareholder entitled to attend and vote at the meeting may appoint one or more persons as his/her proxy(ies) to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company but must attend the meeting in person to represent the member.
The instrument appointing a proxy must be in writing and signed by the appointing shareholder or his duly authorized attorney in writing. Where the appointing shareholder is a legal entity, such instrument must be either under its common seal or duly signed by its legal representative, director(s) or duly authorized attorney(s).
Shareholders who intend to attend the meeting by proxy should complete the proxy form. For holders of H shares, the proxy form should be returned to the Company’s H Share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, in person or by post as soon as possible not less than 24 hours before the time fixed for holding the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending the meeting and any adjournment thereof and voting in person. In such event, the form of proxy shall be deemed to be revoked.
Shareholders who intend to attend the meeting in person or by proxy should return the reply slip (for holders of H shares) to the Company’s H share registrar, Tricor Investor Services Limited on or before Tuesday, 17 December 2019.
The EGM is expected to last for less than half a day. Shareholders (in person or by proxy) who attend the EGM should bear their own transportation and accommodation expenses. Shareholders or their proxies attending the EGM shall present their identification documents.
Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either in person or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
References to times and dates in this notice are to Hong Kong local times and dates.
Further details of the resolutions will be included in the circular to be dispatched to shareholders by the Company.
Further details of the resolution is set out in the announcement of the Company dated 21 November 2019 in relation to the proposed amendment to the Articles of Association of the Company.
Further details of the resolutions are set out in the announcement of the Company dated 21 November 2019 in relation to the proposed application for delisting of Domestic Shares from the National Equities Exchange and Quotations in light of proposed listing on the STAR Market.

– 21 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

This notice of EGM is despatched to the holders of H shares only. The notice of EGM to the holders of Domestic Shares is separately published on the website of the National Equities Exchanges and Quotations (http://www.neeq.com.cn).
For identification purpose only.

– 22 –

AI assistant

Shanghai Junshi Biosciences Co., Ltd. — Proxy Solicitation & Information Statement 2019

50236_rns_2019-12-03_89b47b8e-a24c-447a-83ca-96c6db7e0466.pdf

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

(1) CAPITAL INJECTION TO WHOLLY-OWNED SUBSIDIARIES (2) AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND AMENDMENTS TO THE RULES OF PROCEDURE OF THE GENERAL MEETING

DEFINITIONS

DEFINITIONS

DEFINITIONS

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

(Stock code: 1877)

To the Shareholders

I. INTRODUCTION

II. DETAILS OF THE RESOLUTIONS

(1) Capital Injection to Wholly-owned Subsidiaries

(a) Capital Injection to Suzhou Union Biopharm

(b) Capital Injection to Suzhou Junmeng

(2) Amendments to the Articles of Association and Amendments to the Rules of Procedure of the General Meeting

(a) Proposed Amendments to the Articles of Association

(b) Proposed Amendments to the Rules of Procedure of the General Meeting

(3) Application for the Delisting of Domestic Shares from the NEEQ after condition fulfilled

LETTER FROM THE BOARD

(5) Protective Measures in relation to the NEEQ Delisting for the interests of the Dissenting Domestic Shareholders

I. Target of Repurchase

II. Entity to Repurchase

III. Repurchase Price

IV. Application Period for Repurchase

V. Dispute Resolution Mechanism

VI. Special Reminder and Contact Method

III. EGM

IV. CLOSURE OF REGISTER OF MEMBERS OF H SHARES

V. FORM OF PROXY AND REPLY SLIP

VI. VOTING BY POLL

VII. RECOMMENDATION

VIII. RESPONSIBILITY STATEMENT

Article

Provisions of Current Articles

Provisions of Amended Articles

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

(Stock code: 1877)

NOTICE OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTION[(10)]

SPECIAL RESOLUTIONS[(10)]

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE OF EXTRAORDINARY GENERAL MEETING

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