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

Jan 8, 2020

THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this supplemental 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 supplemental 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 supplemental 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 supplemental 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)

SUPPLEMENTAL CIRCULAR: RATIFICATION OF RELATED PARTY TRANSACTION IN 2018

This supplemental circular should be read together with the circular of the Company dated 3 December 2019. A letter from the Board is set out on pages 3 to 6 of this supplemental circular. Notice convening the EGM dated 21 November 2019 and the Supplemental Notice of the EGM to be held at Jumeirah Himalayas Hotel Shanghai, No. 1108 Mei Hua Road, Pudong New District, Shanghai, the PRC on Monday, 3 February 2020 at 10:30 a.m. dated 20 December 2019 have been despatched. The corresponding reply slip(s) and form(s) of proxy for use at the EGM have been despatched together with the Notice of the EGM and the Supplemental Notice of the EGM and have been published on the websites of the Hong Kong 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 corresponding reply slip(s) and the form(s) 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, 14 January 2020 and (ii) the form(s) 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 supplemental circular are to Hong Kong local times and dates.

* For identification purpose only

8 January 2020

CONTENTS

DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER FROM **	THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING . . .		7

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DEFINITIONS

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

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

• “Baiyining” Beijing Baiyining Medical Technology Co., Ltd.* (北京 百益寧醫學科技有限責任公司)

• “Board of Directors” the board of Directors

• “Circular” the circular of the Company dated 3 December 2019

• “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

• “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

• “Domestic Shareholder(s)” holder(s) of Domestic Shares

• “EGM”

• the 2020 first extraordinary general meeting of the Company to be held by the Company at Jumeirah Himalayas Hotel Shanghai, No. 1108 Mei Hua Road, Pudong New District, Shanghai, the PRC on Monday, 3 February 2020 at 10:30 a.m. (and any adjournment thereof)

• “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

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DEFINITIONS

• “H Shareholder(s)”

• holder(s) of H Shares

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Independent Third Party” a third party independent of the Company and its connected persons

• “Latest Practicable Date” 2 January 2020, being the latest practicable date prior to the printing of this supplemental 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)

• “Notice of EGM” the notice of the EGM dated 21 November 2019

• “PRC”

• the People’s Republic of China (for the purpose of this supplemental circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan)

• “RMB” Renminbi, the lawful currency of the PRC

• “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)

• “Supplemental Notice of EGM” the notice of the EGM dated 20 December 2019, a copy of which is set out on pages 7 to 8 of this supplemental circular

• “%”

• per cent

• For identification purpose only

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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

8 January 2020

To the Shareholders

Dear Sir and Madam

SUPPLEMENTAL CIRCULAR: RATIFICATION OF RELATED PARTY TRANSACTION IN 2018

I. INTRODUCTION

This supplemental circular provides you information regarding an additional resolution to be proposed at the EGM in respect of the ratification of a related party transaction in 2018, as further described below, in order to enable you to make an informed decision on whether to vote for or against the proposed resolution at the EGM. Reference is made to the respective overseas regulatory announcements of the Company dated 13 December 2019 in relation to, among other things, the ratification of a related party transaction in 2018.

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LETTER FROM THE BOARD

This supplemental circular should be read in conjunction with the Circular. Save for the inclusion of the additional resolution no. (6) as further described below, there are no other changes to the resolutions set out in the Notice and the Circular. Please refer to the Notice and the Circular for the other resolutions to be proposed at the EGM and other relevant matters.

II. DETAILS OF THE ADDITIONAL RESOLUTION

(6) Ratification of Related Party Transaction in 2018

The matter proposed to be ratified took place prior to the initial listing of the Company’s H Shares on the Hong Kong Stock Exchange on 24 December 2018.

On 18 October 2018, the Company received RMB10 million from Baiyining. Subsequently on 6 November 2018, the Company refunded all such amount to Baiyining without actually utilizing it.

Mr. Xiong Jun, a controller of the Company, had been a controller and served as an executive director of Baiyining in the 12 months prior to such money receipt and return. Since May 2018 and at the time of such money receipt and return, Mr. Xiong Jun no longer held any equity interest or directorship in Baiyining. With reference to the relevant requirements under the China Accounting Standards for Business Enterprises No. 36 – Related Party Disclosures, Articles of Association and Regulations on the Management of Related Party Transactions and on a prudent basis, the Company intends to ratify the money received from and returned to Baiyining as a related party transaction.

As of the Latest Practicable Date, to the best knowledge, information and belief of the Directors having made all reasonable enquiries, all shareholders of Baiyining were Independent Third Parties. Baiyining is no longer a related party of the Company under PRC laws. The Company is of the view that the said money receipt and return did not prejudice the interests of the Company and its Shareholders.

Mr. Xiong Jun, an executive Director, abstained from voting on the board resolution on the above related party transaction.

To the best knowledge of the Directors, according to the applicable PRC laws, regulations and regulatory requirements, Mr. Xiong Jun together with his parties acting in concert, who are interested in an aggregate of 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 resolution no. (6) in relation to the above related party transaction at the EGM.

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, Baiyining is not a connected person of the Company under Chapter 14A of the Listing Rules as at the Latest Practicable Date.

The above proposal is subject to shareholders’ approval by way of ordinary resolution at the EGM.

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LETTER FROM THE BOARD

III. EGM

The EGM will be held at Jumeirah Himalayas Hotel Shanghai, No. 1108 Mei Hua Road, Pudong New District, Shanghai, the PRC on Monday, 3 February 2020 at 10:30 a.m. The Notice convening the EGM dated 21 November 2019 and the Supplemental Notice dated 20 December 2019 have been despatched, 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 Domestic Shareholders is separately published on the NEEQ website (http://www.neeq.com.cn).

For details of other resolutions to be proposed at the EGM, the eligibility and registration procedures for attending the EGM and other matters in relation to the EGM, please refer to the Circular and the Notice of the EGM.

IV. CLOSURE OF REGISTER OF MEMBERS OF H SHARES

The register of members of H Shares of the Company has been closed from Saturday, 4 January 2020 to Monday, 3 February 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 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, 3 January 2020, being the last share registration date prior to the EGM.

V. FORM OF PROXY AND REPLY SLIP

A Shareholder entitled to attend and vote at a 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 Shareholder. Shareholders who intend to attend the meeting by proxy should complete the proxy form(s) and the revised reply slip.

For H Shareholders, the supplemental proxy form for the EGM 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 EGM 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 proxy form shall be deemed to be revoked.

H Shareholders who intend to attend the EGM in person or by proxy should return the revised reply slip for the EGM to the Company’s H share registrar, Tricor Investor Services Limited on or before Tuesday, 14 January 2020.

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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.

To the best of the Directors’ knowledge, information and belief, save as disclosed in this supplemental circular, none of the Shareholders are required to abstain from voting at the EGM.

VII. RECOMMENDATION

On the basis set out above, the Board recommends that the Shareholders to vote in favour of such additional resolution set out in the Supplemental Notice of EGM.

VIII. RESPONSIBILITY STATEMENT

This supplemental 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 supplemental 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 supplemental circular misleading.

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

• For identification purpose only

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SUPPLEMENTAL 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)

SUPPLEMENTAL NOTICE OF THE 2020 FIRST EXTRAORDINARY GENERAL MEETING

Reference is made to the notice of the 2020 first extraordinary general meeting (“ EGM ”) of Shanghai Junshi Biosciences Co., Ltd. (the “ Company ”) dated 21 November 2019 (the “ Notice ”), the circular dated 3 December 2019 (the “ Circular ”) and the announcement dated 13 December 2019 with regard to the postponement of the EGM and the corresponding arrangements (the “ Postponement Announcement* ”). This supplemental notice should be read in conjunction with the Notice.

As stated in the Postponement Announcement, the EGM will be postponed to be held at Jumeirah Himalayas Hotel Shanghai, No. 1108 Mei Hua Road, Pudong New District, Shanghai, the People’s Republic of China on Monday, 3 February 2020 at 10:30 a.m. (the “ Postponed EGM ”).

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that in addition to the resolutions contained in the Notice, the following resolution will be considered, and if thought fit, approved by the shareholders of the Company at the Postponed EGM:

SUPPLEMENTAL ORDINARY RESOLUTION

1. To consider and approve the ratification of related party transaction in 2018.

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

Shanghai, PRC, 20 December 2019

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SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. Due to the postponement of the EGM, the period of closure of the register of members of H shares of the Company will be changed from the original period from Saturday, 7 December 2019 to Monday, 6 January 2020 (both days inclusive) to the new period of Saturday, 4 January 2020 to Monday, 3 February 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 Postponed EGM to be held on Monday, 3 February 2020. 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, 3 January 2020 , being the last share registration date.

2. A supplemental proxy form (the “Supplemental Proxy Form”) containing the resolution mentioned above is enclosed. The proxy form issued by the Company on 21 November 2019 (the “Original Proxy Form”) will remain valid and effective to the fullest extent applicable if correctly completed and lodged with the H share registrar of the Company.

3. Shareholders who intend to attend the meeting by proxy should complete the Original Proxy Form and/or Supplemental Proxy Form. For holders of H shares, the Original Proxy Form and/or Supplemental 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 Original Proxy Form and/or Supplemental 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.

4. Shareholders who intend to attend the meeting in person or by proxy should return the revised reply slip (for holders of H shares) to the Company’s H share registrar, Tricor Investor Services Limited on or before Tuesday, 14 January 2020.

5. Further details of the resolution will be included in the supplemental circular to be despatched to shareholders by the Company. Please also refer to the overseas regulatory announcements of the Company dated 13 December 2019.

6. Save for the inclusion of the newly proposed resolution and the postponement, there are no changes to the resolutions set out in the Notice. Please refer to the Notice and the Circular for the other resolutions to be passed at the EGM and other relevant matters. Please also refer to the original notice of EGM.

7. Since the Original Proxy Form does not contain the proposed additional resolution as set out in this supplemental notice, the Supplemental Proxy Form has been prepared and is enclosed with this supplemental notice. The Supplemental Proxy Form for use at the EGM is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (www.junshipharma.com).

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

9. For identification purpose only

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