Shanghai Junshi Biosciences Co., Ltd. — Proxy Solicitation & Information Statement 2020

Sep 29, 2020

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

==> picture [96 x 35] intentionally omitted <==

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 THIRD EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 third extraordinary general meeting (the “ EGM ”) of Shanghai Junshi Biosciences Co., Ltd.* (the “ Company ”) will be held at 13th Floor, Building 2, Nos. 36, 58 Haiqu Road, China (Shanghai) Pilot Free Trade Zone, Shanghai, the People’s Republic of China on Monday, 16 November 2020 at 2:00 p.m., to consider and, if thought fit, approve the following resolutions:

ORDINARY RESOLUTIONS[(10)]

1. The proposal in relation to appointment of candidate nominated for Independent Non-executive Director of the Company.[(11)]

   • (i) to nominate Mr. Jiang Hualiang as an independent non-executive Director of the second session of the Board of the Company.

2. The proposal in relation to signing the license agreement with Anwita and related party transaction.

3. The proposal in relation to utilising part of the over subscription proceeds for permanent replenishment of liquidity.

– 1 –

SPECIAL RESOLUTIONS[(10)]

1. The proposal in relation to the general mandate to issue additional A Shares and/or H Shares of the Company.

In accordance with the requirements under the Company Law of the People’s Republic of China (the “ Company Law ”) and other relevant laws and regulations, listing rules of the stock exchange of the place(s) in which the shares of the Company are listed as well as the Articles of Association of Shanghai Junshi Biosciences Co., Ltd.* (上海君實生物醫藥科技股份有限公司) (the “ Articles of Association ”), to seize market opportunities and ensure flexibility to issue new shares, it is proposed at the general meeting of the Company to approve the grant to the Board of Directors of the Company (the “ Board ”) of an unconditional general mandate to authorize the Board to, subject to market conditions and the needs of the Company, separately or concurrently issue, allot and deal with A Shares and/or H Shares or securities convertible into such shares, options, warrants or similar rights (“ Similar Rights ”) to subscribe for any A Shares and/or H Shares in the Company not exceeding each of 20% of the issued A Shares of the Company or overseas-listed foreign shares (H Shares) in issue as at the date of passing the resolutions at the general meeting, and to approve and execute all necessary documents, submit all necessary application procedures to the relevant authorities and take other necessary actions for the completion of the above matters.

I. Authorization matters of additional issuance of A Shares and/or H Shares or Similar Rights

1. It is proposed at the general meeting of the Company to approve the grant to the Board of the Company (and the Board to authorize the chairman and any person authorized by the chairman) (unless the delegation of authority is stipulated otherwise by relevant laws and regulations), with full discretion, separately or concurrently issue, allot and deal with A Shares and/or H Shares or Similar Rights in accordance with market conditions and the needs of the Company from time to time, and determine the terms and conditions for issuing, allotting and dealing with the news shares or Similar Rights, including but not limited to:

   • (1) To, subject to market conditions and the needs of the Company, issue, allot and deal with additional shares of A Shares and/or H Shares, and to make or grant offer proposals, agreements or options in respect of such shares.

– 2 –

• (2) The amount of A Shares and/or H Shares (excluding the shares issued by way of capitalization of capital reserve fund) to be allotted or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) as approved by the Board shall not exceed each of 20% of the A Shares and/or H Shares in issue as at the date of passing this resolution at the general meeting of the Company.

• (3) To formulate and implement particular issue plan, including but not limited to the type, pricing method and/or issue price (including price range), issue size, allottees of the new shares to be issued and the use of raised funds, the timing and the period of issue and determine whether to place to existing shareholders or not.

• (4) To engage intermediaries for the issuance under the general mandate; to approve and execute all relevant acts, deeds, documents and other related matters necessary, appropriate, desirable and relevant for the issuance; to review, approve and execute on behalf of the Company the agreements related to the issuance, including but not limited to placing and underwriting agreements and intermediaries engagement agreements.

• (5) To review, approve and execute on behalf of the Company legal documents related to the issuance submitted to relevant regulatory authorities. To perform relevant approval procedures pursuant to the requirements of regulatory authorities and the place where the Company is listed, and complete all necessary filing, registration and record procedures in relevant government departments in Hong Kong and/or any other regions and jurisdictions (if applicable).

• (6) To make amendments to the relevant agreements and legal documents in the above items (4) and (5) in accordance with requirements of the regulatory authorities where the Company is listed.

• (7) To approve the Company to increase its registered capital upon the issuance of additional shares and make amendments to the Articles of Association of the Company in respect of the total amount and structure of share capital and other relevant contents and to authorize the operation management of the Company to carry out relevant procedures in accordance with domestic and overseas requirements.

– 3 –

1. To agree that upon obtaining the approval and authorization granted by the general meeting for the above matters, the chairman and any person authorized by the chairman be further authorized by the Board to execute matters for additional issuance of A Shares and/or H Shares or Similar Rights according to the Company’s needs and other market conditions.

2. To authorize the chairman and any person authorized by the chairman to approve, sign and publish relevant documents, announcements and circulars and make relevant information disclosures according to applicable regulatory rules at places where the Company is listed.

II. Authorization period of additional issuance of A Shares or H Shares or Similar Rights

Authorization matters of additional issuance of A Shares and/or H Shares or Similar Rights commence from the date of approval at the 2020 third EGM of the Company to the earliest date among the following three: (1) the expiration date of 12 months after the date of approval at the 2020 third EGM; (2) the date of conclusion of the 2020 annual general meeting; or (3) the date of the general mandate being revoked or modified by shareholders through resolution at any general meeting.

Subject to all necessary approvals (if any) of relevant government authorities, the power under the abovementioned general mandate shall only be exercised by the Board of the Company in accordance with the Company Law, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time) and the Articles of Association.

1. The proposal in relation to amendment of the Articles of Association and industrial and commercial registration of the changes.[(12)]

2. The proposal in relation to the 2020 restricted A share incentive scheme of the Company (draft) and its summary.[(13)]

3. The proposal in relation to the assessment management measures for the implementation of the 2020 restricted A share incentive scheme of the Company.[(13)]

4. The proposal in relation to the authorization granted by the general meeting to the Board of Directors to deal with matters relating to the restricted A share incentives.[(13)]

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

Shanghai, PRC, 29 September 2020

– 4 –

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 October 2020 to Monday, 16 November 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, holders of H shares of the Company whose transfer documents have not been registered are required to deposit all properly completed share transfer forms together with the relevant share certificates to 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) for registration before 4:30 p.m. on Friday, 16 October 2020.

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 Tuesday, 27 October 2020.

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 will be included in the circular to be despatched to shareholders by the Company.

11. Further details of the resolution are set out in the announcement of the Company dated 29 September 2020 in relation to the proposed appointment of Mr. Jiang Hualiang as an independent non-executive director of the Company.

12. Further details of the resolution are set out in the announcement of the Company dated 29 September 2020 in relation to the proposed amendments to the Articles of Association of the Company.

– 5 –

1. Further details of the resolutions are set out in the announcement of the Company dated 29 September 2020 in relation to, among others the proposed adoption of the 2020 restricted A share incentive scheme of the Company.

2. This notice of EGM is despatched to the holders of H shares only. The notice of EGM to the holders of A Shares is separately published on the website of the Shanghai Stock Exchange (http://www.sse.com.cn/).

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

• For identification purpose only.

– 6 –