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

Sep 2, 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 Hong Kong 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) RELATED PARTY TRANSACTIONS DURING THE REPORTING PERIOD (2) UNCOVERED DEFICIT OF THE COMPANY AMOUNTS TO ONE THIRD OF THE TOTAL SHARE CAPITAL (3) EXTERNAL INVESTMENT AND RELATED PARTY TRANSACTION (4) DRUG COMBINATION CLINICAL RESEARCH COOPERATION AGREEMENT WITH AN ASSOCIATE

(5) RATIFICATION OF RELATED PARTY TRANSACTIONS (6) CHANGE OF PRC REGISTERED ADDRESS AND CONTACT DETAILS AND ANCILLARY AMENDMENTS TO THE ARTICLES OF ASSOCIATION

A letter from the Board is set out on pages 4 to 21 of this circular. Revised Notice convening the EGM to be held at Conference Room, 13th Floor, Building 2, Nos. 36, 58 Haiqu Road, Zhangjiang Hi-Tech Park, Shanghai, the PRC on Monday, 23 September 2019 at 10:30 a.m. is set out on pages 22 to 23 of this circular. The reply slip and form of proxy for use at the EGM have been despatched on Wednesday, 31 July 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 Monday, 2 September 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

2 September 2019

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
REVISED NOTICE OF THE 2019 FIRST EXTRAORDINARY GENERAL
MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22

– i –

DEFINITIONS

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

• “Anwita”

Anwita Biosciences, Inc.

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

• “Beijing Jacobio”

• Beijing Jacobio Pharmaceuticals Co., Ltd.* (北京加科思 新藥研發有限公司)

• “Board” 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 Stock Exchange (Stock Code: 1877) and the NEEQ (Stock Code: 833330), respectively

• “connected person(s)” has the meaning ascribed thereto under the Listing Rules

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

• “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

• “EGM” the extraordinary general meeting of the Company to be held on Monday, 23 September 2019 (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 Stock Exchange

“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

– 1 –

DEFINITIONS

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Independent Third Party” any entity or person who, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, is not a connected person of the Company

• “Jacobio Cooperation Agreement” a cooperation agreement on combination of PD-1 antibody JS001 with JAB-3068 (關於PD-1抗體 JS001與JAB-3068聯合用藥的合作協議) entered into between the Company and Beijing Jacobio on 17 May 2019

• “Latest Practicable Date” 20 August 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 Stock Exchange

• “NEEQ” National Equities Exchange and Quotations (全國中小企 業股份轉讓系統)

• “Postponement Announcement” the announcement of the Company dated 29 August 2019 in relation to, among others, the postponement of the EGM and the change of book closure period for H Shares

• “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)

• “PRC GAAP”

• the PRC Generally Accepted Accounting Principles

• “Qianhai Hehong”

• Shenzhen Qianhai Hehong Investment Co., Ltd* (深圳市 前海和弘投資有限公司)

• “R&D” research and development

• “Reporting Period”

• the three years ended 31 December 2018 and the three months ended 31 March 2019

• “Revised Notice of EGM” the revised notice of the EGM dated 2 September 2019 (a copy of which is set out on pages 22 to 23 of this circular)

– 2 –

DEFINITIONS

• “RMB” or “Renminbi”

Renminbi, the lawful currency of the PRC

“Shanghai Ruotuo”

Shanghai Ruotuo Biotechnology Co., Ltd* (上海偌妥生 物科技有限公司)

• “Shanghai Tanying”

Shanghai Tanying Investment Partnership (LP)* (上海檀 英投資合夥企業(有限合夥)), a limited partnership established in the PRC on 26 November 2015, a Shareholder directly holding 76,590,000 Domestic Shares as at the Latest Practicable Date, representing approximately 9.77% of the total issued share capital of the Company, and a partnership controlled by Mr. Lin Lijun, a non-executive Director

“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)

• “Sinovent Cooperation Agreement”

• the Drug Combination Clinical Research Cooperation Agreement (聯合用藥臨床研究合作協議) proposed to be entered into between the Company and Suzhou Sinovent

• “Stock Exchange” or

The Stock Exchange of Hong Kong Limited

• “Hong Kong Stock Exchange”

• “Supervisor(s)” the supervisor(s) of the Company

• “Suzhou Sinovent” Suzhou Sinovent Pharmaceuticals Co., Ltd.* (蘇州信諾 維醫藥科技有限公司)

• “%”

per cent

• For identification purposes 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: Room 602, No. 781 Cai Lun 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

2 September 2019

To the Shareholders

Dear Sir and Madam,

(1) RELATED PARTY TRANSACTIONS DURING THE REPORTING PERIOD (2) UNCOVERED DEFICIT OF THE COMPANY AMOUNTS TO ONE THIRD OF THE TOTAL SHARE CAPITAL (3) EXTERNAL INVESTMENT AND RELATED PARTY TRANSACTION (4) DRUG COMBINATION CLINICAL RESEARCH COOPERATION AGREEMENT WITH AN ASSOCIATE

(5) RATIFICATION OF RELATED PARTY TRANSACTIONS (6) CHANGE OF PRC REGISTERED ADDRESS AND CONTACT DETAILS AND ANCILLARY AMENDMENTS TO THE ARTICLES OF ASSOCIATION

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.

• For identification purpose only

– 4 –

LETTER FROM THE BOARD

Reference is also made to the announcement of the Company dated 29 August 2019 in relation to, among others, the postponement of the EGM and the change of book closure period for H Shares.

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

• (1) each related party transaction of the Group in the Reporting Period:

• (i) related party transactions for the purchase and sale of goods, provision and acceptance of labour services;

• (ii) condition of related leases;

• (iii) key management personnel compensation; and

• (iv) incidental related party transactions;

• (2) the uncovered deficit of the Company amounts to one-third of the total share capital;

• (3) the Company’s external investment in respect of the subscription of registered capital of Shanghai Ruotuo, agreement with Anwita and related party transaction;

• (4) the Sinovent Cooperation Agreement with Suzhou Sinovent;

• (5) ratification of each related party transaction of:

• (i) the loan from a related party Qianhai Hehong;

• (ii) the Jacobio Cooperation Agreement with Beijing Jacobio.

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

• (6) the change of the PRC registered address and contact details of the Company and the ancillary amendments to the Articles of Association.

– 5 –

LETTER FROM THE BOARD

II. DETAILS OF THE RESOLUTIONS

(1) Related party transactions during the Reporting Period

Ordinary resolutions will be proposed at the EGM to consider and approve each of the following related party transactions during the Reporting Period:

(A) Recurring Related Party Transactions

• (i) Related party transactions for the purchase and sale of goods, provision and acceptance of labour services

Purchase of commodities and receiving labour services from related parties:

Currency: RMB

		January –
Related party	Matters	March 2019	2018	2017	2016
Junke Zhengyuan (Beijing)	Clinical and	6,146,745.30	10,114,898.12	7,611,320.76	2,584,905.58
Pharmaceutical Research Co.,	technical
Ltd.* (軍科正源(北京)藥物研究	service fee
有限責任公司)
Beijing Zhengdan International	Technical	–	226,415.09	339,622.63	405,660.38
Technology Co., Ltd.* (北京正	service fee
旦國際科技有限責任公司)
Beijing Heshi Kangming	Technical	–	–	–	311,320.75
Biosciences Co., Ltd.* (北京和	service fee
實康明醫藥科技有限公司)(1)
Jiangsu Ruihe Environmental	Consultation	–	–	1,132,075.48	–
Engineering Research Centre	service fee
Co., Ltd.* (江蘇瑞河環境工程研
究院有限公司)(2)
Jiangsu Ruihe Environmental	Wastewater	–	5,188.68	–	–
Engineering Research Centre	testing fee
Co., Ltd.* (江蘇瑞河環境工程研
究院有限公司)(2)

– 6 –

LETTER FROM THE BOARD

Notes:

• (1) Beijing Heshi Kangming Biosciences Co., Ltd. (北京和實康明醫藥科技有限公司) (“ Beijing Heshi* ”) is a limited liability company incorporated in the PRC on 28 July 2008. Beijing Heshi is a related party of the Company under relevant PRC accounting principles. During the Reporting Period, (i) in January 2015, the Group entered into a technology development (entrustment) agreement with Beijing Heshi, pursuant to which Beijing Heshi was entrusted to undertake the research and development of recombinant humanized anti-BlyS monoclonal antibody (UBP1213) for animal efficacy of rhesus monkey model together with projects of pharmacokinetics and immunogenicity studying (重組人源化抗BlyS單克隆抗體(UBP1213)恒河猴模型動物藥效伴隨藥 代動力學與免疫原性研究項目) and (ii) in September 2016, the Group entered into a technology service agreement with Beijing Heshi, pursuant to which the Group provided special technology service for monoclonal antibody preparation projects to Beijing Heshi.

• (2) Jiangsu Ruihe Environmental Engineering Research Centre Co., Ltd. (江蘇瑞河環境工程研究院 有限公司) (“ Jiangsu Ruihe* ”) is a limited liability company incorporated in the PRC on 22 September 2016. Mr. Tang Yi, a non-executive Director, is also a director of Jiangsu Ruihe. During the Reporting Period, the Group engaged Jiangsu Ruihe to provide advisory services for the environmental impact assessment and environmental protection engineering design, completion and checks for its construction project.

Sales of commodities and provision of labour services to related parties:

Currency: RMB

		January –
Related party	Matters	March 2019	2018	2017	2016
Junke Zhengyuan (Beijing)	Reagent sales	–	104,933.85	793,274.18	395,687.18
Pharmaceutical Research Co.,
Ltd.* (軍科正源(北京)藥物研究
有限責任公司)
Beijing Zhengdan International	Reagent sales	–	140,992.74	317,013.68	128,758.22
Technology Co., Ltd.* (北京正
旦國際科技有限責任公司)
Beijing Junke Huaren Pharma Tech	Reagent sales	–	1,786.33	406,188.03	–
Co., Ltd.* (北京軍科華仞生物工
程技術研究有限公司)
Beijing Heshi Kangming	Technology	–	–	–	283,018.86
Biosciences Co., Ltd.* (北京和	transfer and
實康明醫藥科技有限公司)	services
	income

Mr. Tang Yi, a non-executive Director, abstained from voting the above board resolution on the related party transactions with Jiangsu Ruihe.

To the best knowledge of the Directors, according to the applicable PRC laws, regulations and regulatory requirements, Mr. Tang Yi together with his controlled corporations, are interested in an aggregate of 58,130,000 Domestic Shares, representing approximately 7.41% of the Company’s total issued share capital, as of the Latest Practicable Date, is required to abstain from voting on the above resolution on the related party transactions with Jiangsu Ruihe at the EGM.

– 7 –

LETTER FROM THE BOARD

(ii) Condition of related leases

The Company acting as a lessee:

Currency: RMB

		January –
Lessor	Matter	March 2019	2018	2017	2016
Beijing Zhengdan International	Testing	–	–	–	777,093.75
Technology Co., Ltd.* (北京正	platform
旦國際科技有限責任公司)

• (iii) Key management personnel compensation

Currency: RMB

	January –
Item	March 2019	2018	2017	2016
Key management personnel
compensation	9,867,866.26	19,470,453.78	10,212,321.68	5,959,168.76

Mr. Xiong Jun, Dr. Li Ning, Dr. Feng Hui, Mr. Zhang Zhuobing, Dr. Wu Hai, Dr. Yao Sheng, Dr. Chen Lieping, Dr. He Jia, Mr. Chen Xinjun, Mr. Qian Zhi and Dr. Roy Steven Herbst, each a Director, abstained from voting on the above board resolution on the relevant related party transaction regarding his corresponding personnel compensation.

(B) Incidental related party transactions

Currency: RMB

		January –
Related party	Matter	March 2019	2018	2017	2016
Shanghai Tanying,	Establishment	–	3,000,000.00	–	–
Beijing Baiyining	of Beijing
Medical	Zhenzhi
Technology Co.,	Medical
Ltd.* (北京百益寧	Technology
醫學科技有限責任	Co., Ltd.*
公司), Shanghai	(北京臻知醫
Qiangang	學科技有限
Investment	責任公司)
Management
Partnership (LP)*
(上海乾剛投資管
理合夥企業(有限
合夥))(3)

– 8 –

LETTER FROM THE BOARD

		January –	January –
Related party	Matter	March 2019		2018	2017	2016
Gao Yucai(4)	Interest-free		–	–	–	106,000.00
	loan
Liu Hongchuan(4)	Interest-free		–	–	–	60,000.00
	loan
Huimei Medical	Signing of		–	–	7,617,475.75	–
Management	Medical
Consultancy	Services
(Beijing) Co.,	Operation
Ltd.* (惠每醫療管	Management
理諮詢(北京)有限	Business
公司)(5)	Cooperation
	Agreement

Notes:

• (3) Beijing Zhenzhi Medical Technology Co., Ltd. (北京臻知醫學科技有限責任公司) (“ Beijing Zhenzhi ”) is a limited liability company established in the PRC on September 19, 2018. It was owned as to 15% by the Company, 4.17% by Shanghai Tanying and 0.83%, by Shanghai Qiangang Investment Management Partnership (LP) (上海乾剛投資管理合夥企業(有限合夥)) (“ Shanghai Qiangang ”) (a partnership in which Shanghai Shengge Asset Management Co., Ltd. (上海盛歌投資管理有限公司) (“ Shanghai Shengge ”) is the general partner. Mr. Lin Lijun, a non-executive Director, is also a director and wholly interested in Shanghai Shengge).The remaining 39% and 41% equity interest was owned by two Independent Third Parties (except for their interests in Beijing Zhenzhi), namely, Beijing Baiyining Medical Technology Co., Ltd. (北京百益寧醫學科技有限責任公司) (“ Beijing Baiyining ”) and Zhenhe (Beijing) Technology Co., Ltd. (臻和(北京)科技有限公司), respectively. Mr. Xiong Jun, an executive Director and the Chairman of the Company and a substantial Shareholder, held approximately 65% interest in and was a director of Beijing Baiyining until 24 May 2018, which was within 12 months prior to the transaction of the establishment of Beijing Zhenzhi.

• (4) Both Mr. Liu Hongchuan and Mr. Gao Yucai served as employee representative supervisors of the Company from 27 March 2015 to 7 May 2019. Mr. Liu Hongchuan also acted as the chairman of the board of supervisors of the Company until 10 July 2019. In 2014, the Company implemented the interest-free loan system for purpose of employee’s property purchase. Mr. Liu Hongchuan and Mr. Gao Yucai applied for a loan for purchase of property from the Company in 2014, the loans were granted without interest. Both loans were fully repaid in 2017.

• (5) Huimei Medical Management Consultancy (Beijing) Co., Ltd. (惠每醫療管理諮詢(北京)有限公司) (“ Huimei Beijing ”) is a limited liability company incorporated in the PRC on 1 April 2015. Huimei Beijing is directly wholly-owned by HM Healthcare Management Services Limited (惠每醫療健康管理 有限公司), of which Mr. Yi Qingqing, a non-executive Director, is the sole director. An associate of Zhuhai Gaoling Tiancheng Equity Investment Fund, L.P. (珠海高瓴天成股權投資基金(有限合夥)) (which is a Shareholder of the Company) is also interested in Huimei Beijing. During the Reporting Period, the Company and Huimei Beijing entered into the Medical Services Operation Management Business Cooperation Agreement, pursuant to which Huimei Beijing provided services regarding medical business professional knowledge, consultation and education, medical experts and clients in the PRC, brand and promotion resources to the Company.

– 9 –

LETTER FROM THE BOARD

Mr. Xiong Jun an executive Director and Chairman and Mr. Lin Lijun, a non-executive Director of the Company, have abstained from voting on the above board resolution on the related party transaction regarding the establishment of Beijing Zhenzhi. Mr. Yi Qingqing, a non-executive Director, abstained from voting on the above board resolution on the related party transaction regarding the signing of the Medical Services Operation Management Business Cooperation Agreement with Huimei Beijing.

To the best knowledge of the Directors, according to the applicable PRC laws, regulations and regulatory requirements, (1) Mr. Xiong Jun and his parties acting in concert, who in aggregate control 217,231,536 Domestic Shares, representing approximately 27.70% of the Company’s total issued share capital and Mr. Lin Lijun’s controlled corporations, holding in aggregate 78,852,000 Domestic Shares and 37,189,000 H Shares, representing approximately 14.80% of the Company’s total issued share capital in aggregate, as of the Latest Practicable Date, are required to abstain from voting on the above resolution on the related party transaction regarding the establishment of Beijing Zhenzhi at the EGM and (2) Zhuhai Gaoling Tiancheng Equity Investment Fund, L.P.* (珠海高瓴天成股權投資基金(有限合夥)), holding 25,200,000 Domestic Shares, representing approximately 3.21% of the Company’s total issued share capital as of the Latest Practicable Date, is required to abstain from voting on the above resolution on the related party transaction regarding the signing of the Medical Services Operation Management Business Cooperation Agreement at the EGM.

The Board (save for the Directors who have abstained from voting on the relevant resolution as stated above) is of the view that, except for providing interest-free loans to our former supervisors, the above related party transaction, which is necessary for the Company’s normal production and operation, has been entered into upon mutual consent after negotiations between both parties to the transaction on an equal and voluntary basis, which follows a principle of equality and voluntariness, and the price of the related party transaction is reasonable and did not prejudice the interests of the Company and its Shareholders.

Resolution 1 will be considered and approved as four separate resolutions, i.e. sub-paragraphs (i), (ii), (iii) and (iv) will be voted at the EGM separately. Shareholders who intend to complete the form of proxy should fill in the form by marking the appropriate box on the column next to sub-paragraphs (i), (ii), (iii) and (iv). If a Shareholder wishes to vote for any resolution, he/she should tick (“�”) the appropriate boxes on the column next to sub-paragraphs (i), (ii), (iii) and (iv) marked “FOR”. If a Shareholder wishes to vote against any resolution, he/she should tick (“�”) the appropriate boxes on the column next to sub-paragraphs (i), (ii), (iii) and (iv) marked “AGAINST”. If a Shareholder wishes to abstain from voting on any resolution, he/she should tick (“�”) the appropriate boxes on the column next to sub-paragraphs (i), (ii), (iii) and (iv) marked “ABSTAIN”. Every member of the Company shall have one vote for every fully paid share of which he/her is the holder. A person entitled to more than one vote on a poll need not use all his/her votes or cast all the votes he/she uses in the same way and in such cases, he/she should state the relevant number of shares in the appropriate box(es). Further instructions for completing, signing and returning the form of proxy are also printed thereon.

– 10 –

LETTER FROM THE BOARD

(2) Uncovered deficit of the Company amounting to one-third of the total share capital

An ordinary resolution will be proposed at the EGM to consider and approve the uncovered deficit of the Company amounting to one-third of its total share capital.

According to the audit of RSM China (容誠會計師事務所(特殊普通合夥)) (prepared in accordance with the PRC GAAP), as of 31 December 2016, the accumulated amount of undistributed profit (loss) in the Company’s financial statements (audited) was RMB-202,024,606.70, and the Company’s total share capital was RMB550,000,000.00. As of 31 December 2017, the accumulated amount of undistributed profit (loss) in the Company’s financial statements (audited) was RMB-519,368,145.10, and the Company’s total share capital was RMB584,750,000.00. As of 31 December 2018, the accumulated amount of undistributed profit (loss) in the Company’s financial statements (audited) was RMB-1,242,283,592.26, and the Company’s total share capital was RMB760,310,000.00.

In accordance with the relevant provisions of the Articles of Association, the uncovered losses of the Company amount to one-third of the total amount of its paid-up share capital will be considered at the EGM.

(3) The Company’s external investment and related party transaction

An ordinary resolution will be proposed at the EGM to consider and approve the Company’s external investment and related party transaction.

Reference is made to the announcement of the Company dated 24 June 2019 in relation to (i) a stock purchase agreement entered into between the Company and Anwita (the “ Stock Purchase Agreement ”), pursuant to which the Company agreed to subscribe for 2,990,162 Series A Preferred Stock in Anwita, representing approximately 20% of its outstanding shares, at a cash consideration of US$10,000,000 and (ii) a license agreement entered into between the Company and Anwita (the “ License Agreement ”) for the Company to develop and commercialize Anwita’s AWT008, a novel IL-21 fusion protein, in the greater China territories (including mainland China, Taiwan, Macau, and Hong Kong).

The Company proposes to subscribe for part of the equity interest in Shanghai Ruotuo, a wholly-owned subsidiary of Anwita and to enter into several cooperative development or licensing agreements with Anwita as follows:

(A) The external investment in Shanghai Ruotuo

The Company intends to subscribe for part of the equity interest in Shanghai Ruotuo, a wholly-owned subsidiary of Anwita. After completion of the capital increase, Shanghai Ruotuo will become a subsidiary with interest of the Company. The terms and conditions and the specific rights and obligations of the parties involved in such external investment are subject to the finalization and execution of the relevant agreement.

– 11 –

LETTER FROM THE BOARD

(B) The cooperative development or licensing agreements with Anwita

The Company intends to enter into several cooperative development or licensing agreements with Anwita. The terms and conditions and the specific rights and obligations of the parties involved in such cooperative development or licensing agreements shall be subject to the finalization and execution of the relevant agreements.

The Board proposes for the Shareholders at the EGM to authorize the Board and its authorized persons to be fully responsible for all the matters relating to the abovementioned external investment and signing of the agreements, including but not limited to signing legal documents related to external investment, cooperative development or licensing agreements, and handling all necessary approvals or filing procedures (if needed).

Information regarding Anwita and Shanghai Ruotuo

Anwita is a company headquartered in San Francisco Bay Area, focused on innovative protein engineering to generate best-in-class cytokines for immuno-oncology (IO).

Shanghai Ruotuo is a limited liability company incorporated in the PRC with a registered capital of RMB2,000,000 and is wholly-owned by Anwita as of the Latest Practicable Date.

Implications under the Listing Rules and the relevant PRC laws and regulations

Pursuant to the Management Policies for Related Party Transaction of the Company (the “ Related Party Transactions Management Policies ”), a person shall be regarded as a related party of the Company if he meets one of the conditions as described in Article 4 of the Related Party Transactions Management Policies, being subsequent to, or in the next twelve months of, the coming into effect of an agreement or arrangement with the Company or the related party of the Company. As the Company has entered into the Stock Purchase Agreement with Anwita in June 2019, pursuant to which the Company agreed to subscribe for 2,990,162 Series A Preferred Stock in Anwita and appointed a director to Anwita, Anwita would become a related party of the Company in the next twelve months after the Stock Purchase Agreement coming into effect. Based on the principle of prudence, the Company shall treat Anwita and its wholly-owned subsidiary, Shanghai Ruotuo, as related parties of the Company and the external investment and signing of above agreements are regarded as related party transactions.

The Directors confirm that Anwita and Shanghai Ruotuo are not connected persons of the Company and the abovementioned transactions with Anwita and Shanghai Ruotuo do not constitute connected transactions under Chapter 14A of the Listing Rules.

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LETTER FROM THE BOARD

The above agreements (including the agreement in relation to the external investment in Shanghai Ruotuo and the cooperative development and licensing agreements) are subject to finalization and execution. If the agreements are entered into, they may constitute discloseable transactions of the Company under the Listing Rules and the rules of the NEEQ System on Information Disclosure of Listed Companies (the “ Rules of Information Disclosure ”). The Company will comply with the relevant rules and requirements under the Listing Rules and the Rules of Information Disclosure as appropriate.

The pricing of the external investment in Shanghai Ruotuo will be determined with reference to market comparable companies. The pricing of the cooperative development and licensing agreements was determined based on the development and prospects of the relevant drug candidates including their stage of development and expected value after commercialization. The Board is of the view that the pricing of the above transactions is based on the market principles, is fair, open and justified and not prejudicial to the interests of the Company and its Shareholders.

Reasons for entering into the transactions

The Board is of the view that the above related party transactions will be beneficial to the long-term development of the Company. The signing of such agreements will further deepen the international R&D cooperation between the two parties in macromolecular biopharmaceuticals, enrich the R&D pipeline of the Company’s drugs, and have a positive impact on the global development of the Company.

(4) The Sinovent Cooperation Agreement

An ordinary resolution will be proposed at the EGM to consider and approve the Sinovent Cooperation Agreement.

Pursuant to the Sinovent Cooperation Agreement with Suzhou Sinovent, Suzhou Sinnovent (as a sponsor) will carry out the drug combination clinical trials of toripalimab (JS001) (a product of the Company) and XNW7201 (a product of Suzhou Sinovent) in the treatment of digestive tract tumors (including esophageal cancer, gastric cancer and colorectal cancer) in the PRC.

Principal terms of the Sinovent Cooperation Agreement are summarized below:

(a) Means of cooperation

Suzhou Sinovent and the Company shall provide XNW7201 research drugs and toripalimab research drugs to be used in clinical trials, respectively.

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LETTER FROM THE BOARD

(b) Ownership of clinical trial data

When the clinical research is completed or terminated early for any reason, all relevant clinical trial data shall be owned by Suzhou Sinovent and the Company has the right to use the above clinical trial data free of charge.

(c) Intellectual property

If Suzhou Sinovent applies for a patent relevant to the drug combination and such patent is granted, the ownership of the drug combination patent obtained in mainland China shall be shared by both parties and either party can use the patent free of charge. The Company has the first right of refusal if Suzhou Sinovent intends to transfer the relevant patent of the drug combination obtained in mainland China to a third party other than the Company.

(d) Registration and declaration

The Company and Suzhou Sinovent shall apply for product registration and marketing approval respectively. In the event of a related review from drug regulatory departments at the place where the product is registered or the place where the product is licensed, both parties have an obligation to actively cooperate.

(e) Cooperative relationship

When the Company conducts clinical trial application and marketing approval application of drug combination for related indications outside mainland China, Suzhou Sinovent should issue corresponding procedures and provide relevant supporting documents (including not limited to relevant clinical trial data and Investigational New Drug declaration documents, etc.).

Information regarding Suzhou Sinovent

Suzhou Sinovent is a limited liability company incorporated in the PRC on 17 May 2017. It is principally engaged in the technical development, technical consulting and technical services of biological medicine, diagnostic reagents, medical devices and health technology, engagement in import and export of the above products and technologies.

To the best knowledge of the Directors, Mr. Lin Lijun, a non-executive Director, is one of the directors of Suzhou Sinovent. Under the relevant PRC laws and regulations, Suzhou Sinovent was a related party of the Company and the Sinovent Cooperation Agreement constituted a related party transaction of the Company. To the best knowledge of the Directors, Mr. Xiong Jun holds approximately 1%, Shanghai Tanying holds approximately 3.10% and Shanghai Qiangang holds approximately 0.06%, of the issued share capital of Suzhou Sinovent respectively.

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LETTER FROM THE BOARD

The Directors confirm that Suzhou Sinovent is not a connected person of the Company and the Sinovent Cooperation Agreement does not constitute a connected transaction of the Company under Chapter 14A of the Listing Rules.

Reasons for entering into the Sinovent Cooperation Agreement

The Board (save for Mr. Lin Lijun, who abstained from voting) is of the view that the signing of the Sinovent Cooperation Agreement will help the Company further expand the indications for its product, toripalimab (JS001), and deepen the clinical layout of the Company, which will have a positive effect on the development of the Company and will be not prejudicial to the interests of the Company and its Shareholders.

The Board (save for Mr. Lin Lijun, who abstained from voting) is of the view that the transaction contemplated under the Sinovent Cooperation Agreement is based on the market principles, is fair, open and justified and not prejudicial to the interests of the Company and its Shareholders.

Mr. Lin Lijun abstained from voting on the above board resolution on the approval of the related party transaction regarding the Sinovent Cooperation Agreement.

According to the applicable PRC laws, regulations and regulatory requirements, Mr. Lin Lijun’s controlled corporations, holding in aggregate 78,852,000 Domestic Shares and 37,189,000 H Shares, representing in total approximately 14.80% of the Company’s total issued share capital, as of the Latest Practicable Date, are required to abstain from voting on the above resolution at the EGM.

(5) Ratification of related party transactions

Two ordinary resolutions will be proposed at the EGM to consider and approve each of the following related party transactions.

(i) Lending from Qianhai Hehong

On 18 April 2019, the Company (as borrower) and Qianhai Hehong (as lender) entered into a loan agreement (the “ Loan Agreement ”), pursuant to which Qianhai Hehong agreed to lend RMB22 million to the Company. Under the Loan Agreement, the maturity date of the loan was 17 April 2020 and the interest rate was 10.5% per annum. The loan was fully repaid in June 2019.

Reasons for entering into the Loan Agreement

The loan was applied for the Company as temporary working capital for business operation in a continuous and stable manner, supported the development of the Company and did not prejudice to the interests of the Company and its Shareholders.

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LETTER FROM THE BOARD

Information regarding Qianhai Hehong

Qianhai Hehong is a limited liability company incorporated in the PRC. It is principally engaged in industrial and commercial investments, investment management, investment consultation, enterprise management consulting, online trade, domestic trade and import and export business.

To the best knowledge of the Directors, Qianhai Hehong was wholly-owned by Zhao Yun. Zhao Yun was also an executive director and the legal representative and de facto controller of Qianhai Hehong under PRC law. Zhao Yun is a party acting in concert with Mr. Xiong Jun as he is a party to a concert party agreement dated 25 December 2017 (the “ 2017 Concert Party Agreement ”, further details of which are set out in the prospectus of the Company dated 11 December 2018). As at the Latest Practicable Date, Zhao Yun beneficially held 2,884,000 Domestic Shares, representing approximately 0.37% of the Company’s total issued share capital, and parties to the 2017 Concert Party Agreement controlled in aggregate 195,550,736 Domestic Shares, representing approximately 24.94% of the Company’s total issued share capital. The Loan Agreement constituted a related party transaction under the relevant PRC laws and regulations.

Mr. Xiong Jun, an executive Director and Chairman of the Company, abstained from voting on the above board resolution on the ratification of the related party transaction regarding the Loan Agreement. The Board (save for Mr. Xiong Jun who abstained from voting) is of the view that the above transaction was part of the ordinary course of business of the Group, and the terms of the Loan Agreement were determined on a market basis, and fair and reasonable, and did not prejudice the interests of the Company and its Shareholders.

The Board (save for Mr. Xiong Jun who abstained from voting) confirmed that the Loan Agreement was conducted on normal commercial terms or better and was not secured by the assets of the Group. Accordingly, the Loan Agreement was a fully exempt connected transaction under Chapter 14A of the Listing Rules.

To the best knowledge of the Directors, according to the applicable PRC laws, regulations and regulatory requirements, Mr. Xiong Jun and the parties acting in concert with him, who controlled in aggregate 217,231,536 Domestic Shares, representing approximately 27.70% of the Company’s total issued share capital, as of the Latest Practicable Date, are required to abstain from voting on the above resolution at the EGM.

(ii) The Jacobio Cooperation Agreement

On 17 May 2019, the Company and Beijing Jacobio entered into the Jacobio Cooperation Agreement, pursuant to which the Company and Beijing Jacobio agreed to respectively provide JS001 antibody drugs and JAB-3068 drugs to carry out cooperation on drug combination.

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LETTER FROM THE BOARD

Principal terms of the Jacobio Cooperation Agreement are summarized below:

(a) Mode of cooperation

The Company and Beijing Jacobio agreed to respectively provide JS001 antibody drugs/samples and JAB-3068 drugs/samples for the purpose of clinical trials. The parties shall form a drug combination cooperation project team and a cooperative management committee. Both parties shall jointly promote the clinical application of the drug combination cooperation project.

(b) Intellectual property rights

The related innovation achievements and the interests in intellectual property rights generated from the drug combination cooperation project shall be shared by both parties according to their actual input and contribution ratios. Either party may use its independent data to apply for intellectual property rights related to the new achievements independently developed in the drug combination cooperation project without using any intellectual property rights of the other party, and such intellectual property rights shall be exclusively owned by the applicant. Both parties shall conduct friendly negotiations on whether to apply for relevant rights (including but not limited to patent right, trademark right and copyright) of intellectual property rights obtained from the innovative achievements related to the drug combination and generated from the drug combination cooperation project. Both parties shall grant each other the right to use clinical data related to the drug combination and generated from the drug combination cooperation project for free on the premise of confidentiality.

(c) Fees and expenses

Beijing Jacobio shall bear the expenses for the drug combination cooperation project clinical trials. Parties shall bear their own expenses generated from the registration of the drug combination.

Reasons for entering into the Jacobio Cooperation Agreement

The Company entered into the Jacobio Cooperation Agreement to further expand the indications for its product, toripalimab (JS001), and explore its potentials in clinical application of the Company, which will have a positive effect on the development of the Company and will not prejudice the interests of the Company and its Shareholders.

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LETTER FROM THE BOARD

Information of Beijing Jacobio

Beijing Jacobio is a limited liability company incorporated in the PRC. It is mainly engaged in the development, consulting and transfer of pharmaceutical technologies.

To the best knowledge of the Directors, Mr. Yi Qingqing, a non-executive Director, is one of the directors of Beijing Jacobio. Under the relevant PRC laws and regulations, Beijing Jacobio was a related party of the Company and the Jacobio Cooperation Agreement constituted a related party transaction of the Company.

The Directors confirm that Beijing Jacobio is not a connected person of the Company and the Jacobio Cooperation Agreement did not constitute a connected transaction of the Company under Chapter 14A of the Listing Rules.

Mr. Yi Qingqing abstained from voting on the above board resolution on the ratification of the related party transaction regarding the Jacobio Cooperation Agreement. The Board (save for Mr. Yi Qingqing, who abstained from voting) is of the view that the above transaction was normal business activities of the Group. The price was determined on a market basis, and the pricing policy was fair and reasonable, and not prejudicial to the interests of the Company and its Shareholders.

Resolution 5 will be considered and approved as two separate resolutions, i.e. sub-paragraphs (i) and (ii), and will be voted at the EGM separately. Shareholders who intend to complete the form of proxy should fill in the form by marking the appropriate box on the column next to sub-paragraphs (i) and (ii). If a Shareholder wishes to vote for any resolution, he/she should tick (“�”) the appropriate boxes on the column next to sub-paragraphs (i) and (ii) marked “FOR”. If a Shareholder wishes to vote against any resolution, he/she should tick (“�”) the appropriate boxes on the column next to sub-paragraphs (i) and (ii) marked “AGAINST”. If a Shareholder wishes to abstain from voting on any resolution, he/she should tick (“�”) the appropriate boxes on the column next to sub-paragraphs (i) and (ii) marked “ABSTAIN”. Every member of the Company shall have one vote for every fully paid share of which he/her is the holder. A person entitled to more than one vote on a poll need not use all his/her votes or cast all the votes he/she uses in the same way and in such cases, he/she should state the relevant number of shares in the appropriate box(es). Further instructions for completing, signing and returning the form of proxy are also printed thereon.

(6) Change of PRC registered address and contact details and ancillary amendments to the Articles of Association

A special resolution will be proposed at the EGM to consider and approve the change of the PRC registered address and contact details of the Company and the ancillary amendments to the Company’s Articles of Association.

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LETTER FROM THE BOARD

The Board has resolved that the Company’s registered address in the PRC will be changed to Level 13, Building 2, Nos. 36 and 58, Hai Qu Road, China (Shanghai) Pilot Free Trade Zone, the PRC. The telephone number and fax number regarding the Company’s related matters will also be changed to 021-2250-0300 and 021-8016-4691, respectively. The above changes are subject to the proposed amendments to the Articles of Association (as further detailed below) and will take effect upon the shareholders’ approval of the proposed amendments to the Articles of Association at the EGM.

The PRC postal code, website and email of the Company remain unchanged.

For purpose of the above change of registered address and change of investor relations contact information, the Board proposes the following amendments to the Articles of Association[1] :

Article 3

Currently reads as follow:

Address of the Company: Room 602, 6/F, No. 781 Cai Lun Road, China (Shanghai) Pilot Free Trade Zone Telephone: 021-2024-8288 Fax: 021-2042-3282 Postal code: 201203

It is proposed to be amended to:

Address of the Company: Level 13, Building 2, Nos. 36 and 58, Hai Qu Road, China (Shanghai) Pilot Free Trade Zone Telephone: 021-2250-0300 Fax: 021-8016-4691 Postal code: 201203

The proposed amendments to the Articles of Association will be subject to Shareholders’ approval by way of 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.

1 The amendment to the Articles of Association were prepared in the Chinese language and the English translation is for reference only. In case of any discrepancy between the English translation and the Chinese version of the Articles of Association, the Chinese version shall prevail.

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LETTER FROM THE BOARD

III. EGM

The EGM will be held at Conference Room, 13th Floor, Building 2, No. 36, 58 Haiqu Road, Zhangjiang Hi-Tech Park, Shanghai, the PRC on Monday, 23 September 2019 at 10:30 a.m. Revised Notice of EGM has been issued on 2 September 2019 and is set out on pages 22 to 23 of this circular. A reply slip and a form of proxy for use at the EGM have been despatched on Wednesday, 31 July 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 EGM to the holders of Domestic Shares is separately published on the NEEQ website (http://www.neeq.com.cn).

IV. CLOSURE OF REGISTER OF MEMBERS OF H SHARES

The register of members of H Shares of the Company has been closed from Saturday, 17 August 2019 to Monday, 23 September 2019, 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 holders of the H Shares 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, 16 August 2019, being the last share registration date.

IV. FORM OF PROXY AND REPLY SLIP

As disclosed in the Postponement Announcement, the form of proxy and the reply slip for use at the EGM despatched by the Company on 31 July 2019 remain valid other than corresponding adjustments to reflect to change of the date of the EGM.

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 holders of H Shares, 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 Monday, 2 September 2019.

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LETTER FROM THE BOARD

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 Revised 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 Revised Notice of EGM.

VIII. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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 Shanghai Junshi Biosciences Co., Ltd. * Mr. Xiong Jun Chairman

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REVISED NOTICE OF THE 2019 FIRST 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)

REVISED NOTICE OF THE 2019 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2019 first extraordinary general meeting (the “ EGM ”) of Shanghai Junshi Biosciences Co., Ltd. (the “ Company* ”) will be held at Conference Room, 13th Floor, Building 2, No. 36, 58 Haiqu Road, Zhangjiang Hi-Tech Park, Shanghai, the People’s Republic of China on Monday, 23 September 2019 at 10:30 a.m., for the following purposes:

ORDINARY RESOLUTIONS

1. To consider and approve each related party transaction of the Company in the reporting period (2016, 2017, 2018 and January-March 2019).

2. (i) Related party transactions for the purchase and sale of goods, provision and acceptance of labour services

3. (ii) Condition of related leases

4. (iii) Key management personnel compensation

5. (iv) Incidental related party transactions

6. To consider and approve the uncovered deficit of the Company amounts to one third of the total share capital.

7. To consider and approve the Company’s external investment in respect of the subscription of registered capital of Shanghai Ruotuo Biotechnology Co., Ltd* (上 海偌妥生物科技有限公司), agreement with Anwita Biosciences, Inc. and related party transaction[(11)] .

8. To consider and approve the Drug Combination Clinical Research Cooperation Agreement (聯合用藥臨床研究合作協議) with an associate, Suzhou Sinovent Pharmaceuticals Co., Ltd.* (蘇州信諾維醫藥科技有限公司)[(11)] .

9. To consider, approve and ratify each related party transaction[(11)] .

10. (i) Lending from a related party Shenzhen Qianhai Hehong Investment Co., Ltd* (深圳市前海和弘投資有限公司).

11. (ii) Enter into Cooperation Agreement on Combination of PD-1 Antibody JS001 with JAB-3068 (關於PD-1抗體JS001與JAB-3068聯合用藥的合作協議) with a related party Jacobio Pharmaceuticals Co., Ltd.* (北京加科思新藥研發有限公 司).

SPECIAL RESOLUTION

1. To consider and approve the change of the PRC registered address and contact details of the Company and the ancillary amendments to the Company’s Articles of Association[(12)] .

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

Shanghai, PRC, 2 September 2019

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REVISED NOTICE OF THE 2019 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

1. 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.

2. The register of members of H shares of the Company will be closed from Saturday, 17 August 2019 to Monday, 23 September 2019, 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, 16 August 2019, being the last share registration date.

3. 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.

4. 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).

5. 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.

6. 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 Monday, 2 September 2019.

7. 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.

8. 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.

9. References to times and dates in this notice are to Hong Kong local times and dates.

10. Further details of the resolutions have been included in the circular dispatched on the same date to shareholders by the Company.

11. Further details of the transactions are set out in the overseas regulatory announcement of the Company in relation to the relevant transactions dated 31 July 2019.

12. Further details of the resolution were set out in the announcement of the Company dated 31 July 2019 in relation to, among other things, the proposed amendment to the Articles of Association of the Company.

13. 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).

14. For identification purpose only.

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