Shanghai Junshi Biosciences Co., Ltd. — Proxy Solicitation & Information Statement 2021

Dec 1, 2021

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 to the purchaser or transferee or to the bank, a licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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

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

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

(Stock code: 1877)

(1) APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND

(2) UTILIZATION OF PART OF THE OVER SUBSCRIPTION PROCEEDS FOR PERMANENT REPLENISHMENT OF LIQUIDITY

AND

(3) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE RULES OF PROCEDURES OF THE BOARD AND THE INDUSTRIAL AND COMMERCIAL REGISTRATION OF THE CHANGES

A letter from the Board is set out on pages 3 to 8 of this circular. Notices convening the EGM to be held at 15th Floor, Building 7, No. 6, Lane 100, Pingjiaqiao Road, Pudong New Area, Shanghai, the PRC on Thursday, 16 December 2021 have been despatched on 15 November 2021. The form of proxy for the EGM have also been despatched on 15 November 2021 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 corresponding form(s) of proxy in accordance with the instructions printed thereon. For holders of H Shares, the form(s) of proxy for the EGM 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(s) of 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.

1 December 2021

CONTENTS

DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER FROM **	THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I	UTILIZATION OF PART OF THE OVER
	SUBSCRIPTION PROCEEDS FOR PERMANENT
	REPLENISHMENT OF LIQUIDITY . . . . . . . . . . . . . . .	9
APPENDIX II	PROPOSED AMENDMENTS TO THE ARTICLES
	OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
APPENDIX III	PROPOSED AMENDMENTS TO THE RULES
	OF PROCEDURES OF THE BOARD . . . . . . . . . . . . . .	23
NOTICE OF EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		26

– i –

DEFINITIONS

Unless the context otherwise requires, the following expressions in this circular shall have the following meanings:

• “A Share(s)” the ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which are traded in Renminbi and are listed on the STAR Market

• “Articles of Association” or the articles of association of the Company as effective at “Articles” the time

• “Board of Directors” or “Board” the board of Directors of the Company

• “Board of Supervisors” the board of Supervisors of the Company

• “CICC” or “Sponsor Institution” China International Capital Corporation Limited (中國國 際金融股份有限公司), the sponsor institution of the Company for the STAR Market Listing

• “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 A Shares of which are listed and traded on the main board of the Hong Kong Stock Exchange and the STAR Market, respectively

• “Director(s)” the director(s) of the Company “EGM” the first extraordinary general meeting in 2021 of the Company to be held on Thursday, 16 December 2021 (and any adjournment thereof)

• “Group” the Company and its subsidiaries

• “H Share(s)” overseas-listed share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which are traded in Hong Kong dollars and are listed on the Hong Kong Stock Exchange

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

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

– 1 –

DEFINITIONS

“Independent Non-executive the independent non-executive Director(s) of the Director(s)” Company “Latest Practicable Date” 25 November 2021, being the latest practicable date prior to the printing of this circular of ascertaining certain information herein “Listing Rules” the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange “Notice of EGM” the notice of the EGM dated 15 November 2021 “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 region) “RMB” Renminbi, the lawful currency of the PRC “Rules of Procedures of the the rules of procedures of the meetings of the Board of Board” Directors as effective at the time “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time “Share(s)” the ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, comprising H Shares and A Shares “Shareholder(s)” holder(s) of Share(s) “STAR Market” the STAR Market of the Shanghai Stock Exchange “STAR Market Listing” the initial public offering and listing of the Company’s A Shares on the STAR Market on 15 July 2020 “Shanghai Stock Exchange” the Shanghai Stock Exchange “subsidiary(ies)” has the meaning ascribed to it under the Listing Rules “%” per cent

• For identification purpose only.

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LETTER FROM THE BOARD

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

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

(Stock code: 1877)

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

Registered address, headquarters and principal place of business in the PRC: Room 1003, Level 10, Building 2 Nos. 36 and 58, Hai Qu Road China (Shanghai) Pilot Free Trade Zone the PRC

Principal place of business in Hong Kong: Level 54, Hopewell Centre 183 Queen’s Road East, Hong Kong

Non-executive Directors:

Dr. Wu Hai Mr. Tang Yi Mr. Lin Lijun

Independent Non-executive Directors: Dr. Chen Lieping Mr. Zhang Chun Dr. Jiang Hualiang Mr. Qian Zhi Dr. Roy Steven Herbst

1 December 2021

To the Shareholders

Dear Sir or Madam,

(1) APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND

(2) UTILIZATION OF PART OF THE OVER SUBSCRIPTION PROCEEDS FOR PERMANENT REPLENISHMENT OF LIQUIDITY AND

(3) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE RULES OF PROCEDURES OF THE BOARD AND THE INDUSTRIAL AND COMMERCIAL REGISTRATION OF THE CHANGES

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LETTER FROM THE BOARD

I. INTRODUCTION

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

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

• (1) the appointment of Mr. Feng Xiaoyuan as an Independent Non-executive Director; and

• (2) the utilization of part of the over subscription proceeds from the STAR Market Listing for permanent replenishment of liquidity.

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

• (3) the proposed amendments to the Articles of Association and the Rules of Procedures of the Board and the industrial and commercial registration of the changes.

II. DETAILS OF THE RESOLUTIONS

(1) Appointment of Mr. Feng Xiaoyuan as an Independent Non-executive Director

Mr. Feng Xiaoyuan (“ Mr. Feng ”) has been nominated as an Independent Non-executive Director.

The biography of Mr. Feng is as follows:

Mr. Feng Xiaoyuan (馮曉源), aged 65, worked as an operator of the Shanghai Fifth Pharmaceutical Factory from December 1975 to February 1978. He was a radiologist at Huashan Hospital of Fudan University from December 1982 to November 2016. He served as the deputy dean and secretary of the Party Committee at Huashan Hospital of Fudan University from April 2000 to May 2008. From May 2007 to June 2011, he served as the dean of Shanghai Medical College of Fudan University. He served as the vice president of Fudan University from May 2011 to July 2015 and since August 2016, he served as a tenured professor (honorary position, non-faculty position) at Huashan Hospital of Fudan University. He has been appointed as the chairman of Lunqin (Shanghai) Medical Technology Co., Ltd.* (倫琴(上海) 醫療科技有限公司) since November 2016. He served as the dean of Shanghai Penta Innovation & Entrepreneurship Institute since January 2018. He also served as the president of Shanghai Society of Biotechnology since October 2018.

Mr. Feng obtained his bachelor’s degree in medicine from Shanghai First Medical College (now known as Shanghai Medical College of Fudan University) in December 1982 and a doctor’s degree in diagnostic radiology in December 1988.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, save as disclosed above, Mr. Feng has confirmed that he: (i) does not hold any position in the Company or any other subsidiaries of the Company, nor did he hold any directorship or positions of supervisor in any other listed companies in Hong Kong or overseas in the last three years; (ii) does not have any relationship with any directors, supervisors, senior management or substantial shareholders (as defined in the Listing Rules) of the Company; and (iii) does not have any interests in the shares or underlying shares of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

If Mr. Feng is appointed as an Independent Non-executive Director at the EGM, the Company will enter into a service contract with Mr. Feng in relation to his appointment as an Independent Non-executive Director for a term commencing from the date of approval of his appointment at the EGM and expiring on the conclusion of the Third Session of the Board of Directors, this term of office is determinable by either party serving on the other not less than three months’ written notice, and subject to retirement by rotation and re-appointment in accordance with the Articles of Association and the Listing Rules. Under the terms of the proposed service contract, the director’s fee payable to Mr. Feng will be RMB200,000 per annum, which was determined with reference to his duties and responsibilities in the Company and prevailing market conditions, and will be subject to review by the Board and the Remuneration and Appraisal Committee from time to time. Mr. Feng has not entered into nor proposed to enter into any service contracts, which fall within the meanings of Rule 13.68 of the Listing Rules requiring the prior approval of Shareholders at general meetings, with the Company.

Save as disclosed above, there are no other matters concerning Mr. Feng’s appointment as an Independent Non-executive Director that need to be brought to the attention of the Shareholders nor any information required to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

An ordinary resolution will be proposed at the EGM to consider and, if thought fit, approve the appointment of Mr. Feng as an Independent Non-executive Director. If approved, the appointment of Mr. Feng shall take effect on the date of the EGM.

(2) Utilization of part of the over subscription proceeds from the STAR Market Listing for permanent replenishment of liquidity

An ordinary resolution will be proposed at the EGM to consider and, if thought fit, approve the utilization of part of the over subscription proceeds from the STAR Market Listing for the permanent replenishment of liquidity of the Group.

The proceeds referred to in such resolution relate to the proceeds from the STAR Market Listing only, and do not relate to the proceeds from the listing of the H Shares of the Company on the Hong Kong Stock Exchange.

Further details of the resolution on the utilization of part of the over subscription proceeds from the STAR Market Listing for the permanent replenishment of liquidity are set out in Appendix I to this circular.

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LETTER FROM THE BOARD

(3) Proposed amendments to the Articles of Association and the Rules of Procedures of the Board

The full text of the proposed amendments to the Articles of Association and the Rules of Procedures of the Board are set out in Appendix II and III to this circular, respectively, and were prepared in Chinese language. In the event of any discrepancy between the English translation and the Chinese version of the proposed amendments to the Articles of Association and the Rules of Procedures of the Board, the Chinese version shall prevail.

Except for the proposed amendments as set out in Appendix II and III to this circular, other provisions of the Articles of Association and the Rules of Procedures of the Board remain unchanged.

The proposed amendments to the Articles of Association and the Rules of Procedures of the Board are subject to Shareholders’ approval by way of special resolution at the EGM, and will take effect upon the resolution being passed by the Shareholders at the EGM.

III. EGM

The EGM will be held at 15th Floor, Building 7, No. 6, Lane 100, Pingjiaqiao Road, Pudong New Area, Shanghai, the PRC at 2:00 p.m. on Thursday, 16 December 2021. The Notice of EGM has been despatched to the Shareholders on Monday, 15 November 2021 and has been published on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and of the Company (www.junshipharma.com).

The corresponding forms of proxy for use at the EGM have been despatched on Monday, 15 November 2021 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 the EGM has also been separately published on the website of the Shanghai Stock Exchange (http://www.sse.com.cn/).

IV. CLOSURE OF REGISTER OF MEMBERS OF H SHARES

The register of members of H shares of the Company will be closed from Wednesday, 8 December 2021 to Thursday, 16 December 2021, both days inclusive, during which period no transfer of H Shares will be registered, in order to determine the entitlements of the holders of H Shares 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 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 Tuesday, 7 December 2021.

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LETTER FROM THE BOARD

V. PROXY FORMS

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 proxy form.

For holders of H Shares, the proxy forms 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 meeting or any adjournment thereof. Completion and return of the proxy form(s) will not preclude you from attending the meeting and any adjournment thereof and voting in person. In such event, the form(s) of proxy shall be deemed to be revoked.

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. GENERAL

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

VIII. RECOMMENDATION

The Directors recommend the Shareholders to vote in favour of the resolutions to be proposed at the EGM. The Board also considers that the resolutions set out in the Notice of EGM are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that the Shareholders to vote in favour of the resolutions set out in the Notice of EGM.

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LETTER FROM THE BOARD

IX. 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.

X. ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices in this circular.

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

• For identification purpose only

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UTILIZATION OF PART OF THE OVER SUBSCRIPTION PROCEEDS FOR PERMANENT REPLENISHMENT OF LIQUIDITY

APPENDIX I

On 15 November 2021, the “Resolution on Utilizing Part of the Over Subscription Proceeds for Permanent Replenishment of Liquidity” (《關於使用部分超募資金永久補充流動 資金的議案》) was considered and approved at the fifth meeting of the third session of the Board of Directors and the fourth meeting of the third session of the Board of Supervisors for the Company to permanently replenish its liquidity by using part of the surplus proceeds amounting to RMB539,093,400. The permanent replenishment of liquidity by using part of the surplus proceeds will not affect the capital needs for the construction of investment projects; and it will not engage in any high-risk investments or provide financial assistance to parties other than controlled subsidiaries of the Company within twelve months from the replenishment of the liquidity. The independent directors of the Company have expressly issued their independent opinions of consent, and China International Capital Corporation Limited (中國國際金融股份有限公司), the Sponsor Institution of the Company, has also expressly issued its verification opinions. Such matters are subject to the consideration and approval at the general meeting of the Company.

I. OVERVIEW OF THE PROCEEDS

In accordance with the “Approval of the Initial Public Offering and Listing of Shares of Shanghai Junshi Biosciences Co., Ltd.*” (Zheng Jian Xu Ke [2020] No. 940) (《關於同意 上海君實生物醫藥科技股份有限公司首次公開發行股票註冊的批覆》(證監許可[2020]940號)) issued by the China Securities Regulatory Commission on 20 May 2020, the Company was approved to issue 87,130,000 RMB-denominated ordinary shares at an issue price of RMB55.50 per share by way of public offering, with the total proceeds amounting to RMB4,835,715,000. Net proceeds after deducting issuance expenses amounted to RMB4,496,978,300. The above funds have become fully available. The said proceeds from the public offering have been verified by RSM China (容誠會計師事務所(特殊普通合夥)) which issued the “Capital Verification Report” (Rong Cheng Yan Zi [2020] No. 230Z0103 (容誠驗字 [2020]230Z0103號《驗資報告》) on 8 July 2020.

In order to regulate the management and use of proceeds of the Company and to safeguard the interests of investors, the Company established a special account for such proceeds. Upon receipt, all proceeds were deposited into the special account established with approval by the Board of Directors of the Company, and a tripartite agreement on supervision of proceeds was entered into by the Company, the Sponsor Institution and the commercial bank to which the proceeds were deposited. The Company has also signed “Quadripartite Agreement on Supervision of Special Deposit Accounts for Proceeds” (《募集資金專戶存儲四方監管協議》) with the subsidiaries implementing the investment projects, the Sponsor Institution and the commercial bank where the proceeds are deposited.

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UTILIZATION OF PART OF THE OVER SUBSCRIPTION PROCEEDS FOR PERMANENT REPLENISHMENT OF LIQUIDITY

APPENDIX I

II. USE OF PROCEEDS

• (I) The investment projects and use of proceeds from the Initial Public Offering of the Company are as follows:

No. Name of projects 1 Research and development projects of innovative drugs 2 Junshi Biotech Industrialization Lingang Project 3 Repayment of bank loans and replenishment of liquidity Total	Total investment amount (RMB’0,000) 120,000.00 180,000.00 80,000.00 380,000.00	Proceeds intended to be invested (RMB’0,000) 120,000.00 70,000.00 80,000.00
		270,000.00

The net proceeds raised by the Company amounted to RMB4,496,978,300, total proceeds intended for the investment projects was RMB2,700,000,000, and the surplus proceeds was RMB1,796,978,300.

• (II) On 28 August 2020, the “Resolution on the Replacement of Self-raised Funds Invested in Advance with Proceeds from the Issuance” (《關於使用募集資金置換預 先投入的自籌資金的議案》) was considered and approved at the twenty-sixth meeting of the second session of the Board of Directors and the twenty-first meeting of the second session of the Board of Supervisors, under which consent was given to the Company’s replacement of self-raised funds invested in advance in investment projects with proceeds from the issuance amounting to RMB849,714,300, and the replacement of self-raised funds used in advance for the payment of issuance expenses with proceeds raised from the issuance amounting to RMB3,646,500. In aggregate, the Company will replace self-raised funds invested in advance with proceeds raised from the issuance amounting to RMB853,360,800. Independent non-executive directors of the Company provided express consent to the above matters, and the Sponsor Institution issued verification opinions. RSM China issued the “Verification Report on the Investment Projects Funded with SelfRaised Funds in Advance by Shanghai Junshi Biosciences Co., Ltd.*” (《關於上海 君實生物醫藥科技股份有限公司以自籌資金預先投入募集資金投資項目的鑒證報 告》) (Rong Cheng Zhuan Zi [2020] No. 230Z1995) (容誠專字[2020]230Z1995號) in respect of above issues. For details, please refer to the “Announcement on the Replacement of Self-raised Funds Invested in Advance with Proceeds from the Issuance” (《關於使用募集資金置換預先投入的自籌資金的公告》) disclosed by the Company on the website of Shanghai Stock Exchange (www.sse.com.cn) on 29 August 2020 (Announcement no: Lin2020-011).

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UTILIZATION OF PART OF THE OVER SUBSCRIPTION PROCEEDS FOR PERMANENT REPLENISHMENT OF LIQUIDITY

APPENDIX I

• (III) On 29 September 2020, the “Resolution on the Permanent Replenishment of Liquidity by Using Part of the Surplus Proceeds” (《關於使用部分超募資金永久補 充流動資金的議案》) was considered and approved at the twenty-seventh meeting of the second session of the Board of Directors and the twenty-second meeting of the second session of the Board of Supervisors for the Company to permanently replenish its liquidity by using part of the surplus proceeds amounting to RMB539,093,400. Independent non-executive directors of the Company provided express consent to the above matters, and the sponsor institution issued verification opinions. For details, please refer to the “Announcement on the Permanent Replenishment of Liquidity by Using Part of the Surplus Proceeds” (《關於使用部 分超募資金永久補充流動資金的公告》) disclosed by the Company on the website of Shanghai Stock Exchange (www.sse.com.cn) on 30 September 2020 (Announcement No.: Lin2020-024).

• (IV) On 29 September 2020, the “Resolution on Cash Management by Using Temporarily Idle Proceeds” (《關於使用暫時閒置募集資金進行現金管理的議案》) was considered and approved at the twenty-seventh meeting of the second session of the Board of Directors and the twenty-second meeting of the second session of the Board of Supervisors for the Company to manage its cash by using temporarily idle proceeds not exceeding RMB3,800,000,000 provided that it does not affect the normal progress of the Company’s investment plans funded with proceeds. Independent non- executive directors of the Company provided express consent to the above matters, and the sponsor institution issued verification opinions. For details, please refer to the “Announcement on Cash Management by Using the Temporarily Idle Proceeds” (《關於使用暫時閒置募集資金進行現金管理的公告》) disclosed by the Company on the website of Shanghai Stock Exchange (www.sse.com.cn) on 30 September 2020 (Announcement No.: Lin2020-025).

• (V) On 30 March 2021, the “Resolution on the Temporary Replenishment of Liquidity by Using Part of the Idle Proceeds” (《關於使用部分閒置募集資金暫時補充流動資 金的議案》) was considered and approved at the thirty-fourth meeting of the second session of the Board of Directors and the twenty-sixth meeting of the second session of the Board of Supervisors for the Company to temporarily replenish its liquidity by using part of the idle proceeds amounting to RMB700,000,000 (inclusive). Independent non-executive directors of the Company provided express consent to the above matters, and the sponsor institution issued verification opinions. For details, please refer to the “Announcement on the Temporary Replenishment of Liquidity by Using Part of the Idle Proceeds” (《關於使用部分閒置募集資金暫時補 充流動資金的公告》) disclosed by the Company on the website of Shanghai Stock Exchange (www.sse.com.cn) on 31 March 2021 (Announcement No.: Lin2021-023).

• (VI) On 30 August 2021, the “Resolution on Cash Management by Using Temporarily Idle Proceeds” (《關於使用暫時閒置募集資金進行現金管理的議案》) was considered and approved at the second meeting of the third session of the Board

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UTILIZATION OF PART OF THE OVER SUBSCRIPTION PROCEEDS FOR PERMANENT REPLENISHMENT OF LIQUIDITY

APPENDIX I

of Directors and the second meeting of the third session of the Board of Supervisors for the Company to manage its cash by using temporarily idle proceeds not exceeding RMB1,100,000,000 provided that it does not affect the normal progress of the Company’s investment plans funded with proceeds. Independent non-executive directors of the Company provided express consent to the above matters, and the sponsor institution issued verification opinions. For details, please refer to the “Announcement on Cash Management by Using the Temporarily Idle Proceeds” (《關於使用暫時閒置募集資金進行現金管理的公告》) disclosed by the Company on the website of Shanghai Stock Exchange (www.sse.com.cn) on 31 August 2021 (Announcement No.: Lin2021-060).

III. PLAN ON THE PERMANENT REPLENISHMENT OF LIQUIDITY BY USING PART OF THE SURPLUS PROCEEDS

To the extent that it does not affect the capital needs and normal progress of the investment projects funded with proceeds, in order to satisfy the liquidity needs of the Company, improve the efficiency of the use of proceeds, lower financial costs, further enhance the Company’s profitability and safeguard the interests of the listed company and its Shareholders, pursuant to the “Regulatory Guidance for Listed Companies No. 2 – Regulatory Requirements for the Administration and Use of Proceeds of the Listed Companies” (《上市 公司監管指引第2號–上市公司募集資金管理和使用的監管要求》), the “Guideline No. 1 for the Application of Self-regulatory Rules for Companies Listed on the STAR Market of the Shanghai Stock Exchange – Standardized Operation” (《上海證券交易所科創板上市公司自律 監管規則適用指引第1號–規範運作》), the “Rules Governing the Listing of Securities on the STAR Market of the Shanghai Stock Exchange” (《上海證券交易所科創板股票上市規則》) and other laws, regulations and regulatory documents and the provisions of the “Management Policies for Raised Funds of Shanghai Junshi Biosciences Co., Ltd.*” (《上海君實生物醫藥科 技股份有限公司募集資金管理制度》), and considering the Company’s actual production operation needs and financial condition, the Company intends to permanently replenish its liquidity by using the surplus proceeds amounting to RMB539,093,400 on the premise of ensuring the progress of the investment projects and the satisfaction of its funding needs, which will be mainly used for expenses related to the Company’s principal business.

The part of the surplus proceeds to be used for the permanent replenishment of the liquidity amounted to RMB539,093,400, accounting about 30% of the surplus proceeds, which is in compliance with the requirement that “the excess of the actual net proceeds of the listed company over the planned proceeds (the “surplus proceeds”) may be used for permanent replenishment of liquidity and repayment of bank loans, while the cumulative amount within each 12-month period shall not exceed 30% of the total surplus proceeds” under the “Regulatory Guidance for Listed Companies No. 2 – Regulatory Requirements for the Administration and Use of Proceeds of the Listed Companies” (《上市公司監管指引第2號–上 市公司募集資金管理和使用的監管要求》), and the relevant requirements in Provision 5.3.7 under the “Guideline No. 1 for the Application of Self-regulatory Rules for Companies Listed on the STAR Market of the Shanghai Stock Exchange – Standardized Operation” (《上海證券 交易所科創板上市公司自律監管規則適用指引第1號–規範運作》).

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UTILIZATION OF PART OF THE OVER SUBSCRIPTION PROCEEDS FOR PERMANENT REPLENISHMENT OF LIQUIDITY

APPENDIX I

IV. EXPLANATIONS AND UNDERTAKINGS

The permanent replenishment of liquidity by using the surplus proceeds raised shall be used for the Company’s business expansion, daily operation and production and operation related to the principal businesses, and will not be used for allotment and subscription of new shares, or for the trading of shares and their derivatives and convertible bonds through direct or indirect arrangements. There is no circumstance where the permanent replenishment of liquidity by using the surplus proceeds raised will change the use of proceeds or affect the normal progress of the investment projects. The replenishment of liquidity shall be primarily used for the production and operation related to the principal businesses of the Company, which is in line with laws and regulations.

The Company undertakes to only use the liquidity replenished with part of the surplus proceeds for the production and operation related to its principal businesses; the Company undertakes that the cumulative amount to be used for each 12-month period shall not exceed 30% of the total surplus proceeds; the Company undertakes that the permanent replenishment of liquidity by using part of the surplus proceeds will not affect the capital needs of the investment projects funded with raised proceeds; and it will not engage in any high-risk investments or provide financial assistance to parties other than controlled subsidiaries of the Company within twelve months from the replenishment of the liquidity.

V. REVIEW PROCEDURES

On 15 November 2021, the “Resolution on the Permanent Replenishment of Liquidity by Using Part of the Surplus Proceeds” (《關於使用部分超募資金永久補充流動資金的議案》) was considered and approved at the fifth meeting of the third session of the Board of Directors and the fourth meeting of the third session of the Board of Supervisors for the Company to permanently replenish its liquidity by using part of the surplus proceeds amounting to RMB539,093,400. The independent non-executive directors of the Company have issued their independent opinions of consent on such matters. Under the relevant stipulations including the “Regulatory Guidance for Listed Companies No. 2 – Regulatory Requirements for the Administration and Use of Proceeds of the Listed Companies” (《上市公司監管指引第2號–上 市公司募集資金管理和使用的監管要求》), the “Guideline No. 1 for the Application of Self-regulatory Rules for Companies Listed on the STAR Market of the Shanghai Stock Exchange – Standardized Operation” (《上海證券交易所科創板上市公司自律監管規則適用指 引第1號–規範運作》), 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章程》) and the “Management Policies for Raised Funds of Shanghai Junshi Biosciences Co., Ltd.” (《上海君實生物醫藥科技股份有限公司募 集資金管理制度》), the permanent replenishment of liquidity by using part of the surplus proceeds raised shall be subject to the consideration and approval at the general meeting, and resolution by way of online voting is provided, which may only be implemented upon consideration and approval at the general meeting.

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UTILIZATION OF PART OF THE OVER SUBSCRIPTION PROCEEDS FOR PERMANENT REPLENISHMENT OF LIQUIDITY

APPENDIX I

VI. SPECIAL OPINIONS

(I) Opinions of Independent Non-executive Directors

The Independent Non-executive Directors of the Company are of the opinion that the permanent replenishment of liquidity by using part of the surplus proceeds amounted to RMB539,093,400 is based on the actual business needs of the Company, is conducive to improving the efficiency of use of proceeds and the Company’s operating capabilities, and is in line with the Company’s strategic and development needs and the interests of all Shareholders. The use of surplus proceeds shall not affect the normal progress of the investment projects funded with raised proceeds, and there is no circumstance where it will change the target use of proceeds in effect or become detrimental to the interests of the Shareholders of the Company. The related content and procedures are in compliance with laws, regulations and regulatory documents including the “Regulatory Guidance for Listed Companies No. 2 – Regulatory Requirements for the Administration and Use of Proceeds of the Listed Companies” (《上市公司監管指引第2號–上市公司募集資金管理和使用的監管要求》) and the “Guideline No. 1 for the Application of Self-regulatory Rules for Companies Listed on the STAR Market of the Shanghai Stock Exchange – Standardized Operation” (《上海證券交 易所科創板上市公司自律監管規則適用指引第1號–規範運作》) as well as the requirements under the “Management Policies for Raised Funds of Shanghai Junshi Biosciences Co., Ltd.*” (《上海君實生物醫藥科技股份有限公司募集資金管理制度》).

In summary, the Independent Non-executive Directors of the Company agree to the permanent replenishment of liquidity by using part of the surplus proceeds amounting to RMB539,093,400 and submission to the general meeting for consideration.

(II) Opinions of the Board of Supervisors

The Board of Supervisors of the Company is of the opinion that the permanent replenishment of liquidity by using part of the surplus proceeds amounting to RMB539,093,400 is based on the actual business needs of the Company, conducive to improving the efficiency of use of proceeds and the Company’s operating capabilities, and is in line with the Company’s strategic and development needs and the interests of all shareholders. The use of surplus proceeds shall not affect the normal progress of the investment projects funded with raised proceeds, and there is no circumstance where it will change the target use of proceeds in effect or become detrimental to the interests of the shareholders of the Company. The related content and procedures are in compliance with laws, regulations and regulatory documents including the “Regulatory Guidance for Listed Companies No. 2 – Regulatory Requirements for the Administration and Use of Proceeds of the Listed Companies” (《上市公司監管指引第2號–上市公司募集資金管理和使用的監管要求》) and the “Guideline No. 1 for the Application of Self-regulatory Rules for Companies Listed on the STAR Market of the Shanghai Stock Exchange – Standardized Operation” (《上海證券交易所科創板上市公 司自律監管規則適用指引第1號–規範運作》) as well as the requirements under 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 司章程》) and the “Management Policies for Raised Funds of Shanghai Junshi Biosciences Co., Ltd.” (《上海君實生物醫藥科技股份有限公司募集資金管理制度》).

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UTILIZATION OF PART OF THE OVER SUBSCRIPTION PROCEEDS FOR PERMANENT REPLENISHMENT OF LIQUIDITY

APPENDIX I

In summary, the Board of Supervisors of the Company agrees to the permanent replenishment of liquidity by using the remaining proceeds raised amounting to RMB539,093,400 and submission to the general meeting for consideration.

(III) Verification opinion of the Sponsor Institution

Subsequent to verification, China International Capital Corporation Limited (中國國際金 融股份有限公司), the Sponsor Institution of the Company, is of the opinion that: The permanent replenishment of liquidity by using part of the surplus proceeds has been considered and approved by the Board of Directors and the Board of Supervisors of the Company, and the independent directors have expressly issued their opinions of consent. The necessary procedures have been performed, and such matter is still subject to the consideration and approval at the general meeting of the Company. It is in compliance with the requirements under the laws, regulations and regulatory documents including the “Regulatory Guidance for Listed Companies No. 2 – Regulatory Requirements for the Administration and Use of Proceeds of the Listed Companies” (《上市公司監管指引第2號–上市公司募集資金管理和 使用的監管要求》) and the “Guideline No. 1 for the Application of Self-regulatory Rules for Companies Listed on the STAR Market of the Shanghai Stock Exchange – Standardized Operation” (《上海證券交易所科創板上市公司自律監管規則適用指引第1號–規 範運作》). The permanent replenishment of liquidity by using part of the surplus proceeds by the Company for the production and operation relating to its principal businesses is conducive to improving the efficiency of use of proceeds and is in the interests of the Company and all Shareholders as a whole.

In summary, the Sponsor Institution has no objection to the permanent replenishment of liquidity by using part of the surplus proceeds of the Company.

– 15 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

Details of the proposed amendments to the Articles of Association are as follows:

Provisions of current Articles Provisions of amended Articles Article 5 The registered capital of the Article 5 The registered capital of the Company is RMB872,496,000. After the Company is RMB 910,756,700. After the issuance of new shares, the Company’s issuance of new shares, the Company’s registered capital shall be adjusted registered capital shall be adjusted according to the actual situations. according to the actual situations. Registration procedures of change in Registration procedures of change in registered capital shall be handled for the registered capital shall be handled for the change in registered capital. change in registered capital.

Article 18 Upon establishment of the Company, as approved by the securities regulatory authorities under the State Council, the Company issued 158,910,000 overseas-listed foreign shares (prior to the exercise of the over-allotment option), which were listed on the Hong Kong Stock Exchange on 24 December, 2018. Upon the exercise of the over-allotment option, the Company issued additional 23,836,500 overseas-listed foreign shares, which were listed on the Hong Kong Stock Exchange on 9 January, 2019.

Article 18 Upon establishment of the Company, as approved by the securities regulatory authorities under the State Council, the Company issued 158,910,000 overseas-listed foreign shares (prior to the exercise of the over-allotment option), which were listed on the Hong Kong Stock Exchange on 24 December, 2018. Upon the exercise of the over-allotment option, the Company issued additional 23,836,500 overseas-listed foreign shares, which were listed on the Hong Kong Stock Exchange on 9 January, 2019.

Upon the completion of the initial public offering of overseas-listed foreign shares of the Company, the share capital of the Company is 784,146,500 shares, including 601,400,000 domestic shares and 182,746,500 overseas-listed foreign shares.

Upon the completion of the initial public offering of overseas-listed foreign shares of the Company, the share capital of the Company is 784,146,500 shares, including 601,400,000 domestic shares and 182,746,500 overseas-listed foreign shares.

Upon establishment of the Company, as approved by the securities regulatory authority, the Company issued 87,130,000 domestic shares, which were listed on the STAR Market on 15 July, 2020.

Upon establishment of the Company, as approved by the securities regulatory authority, the Company issued 87,130,000 domestic shares, which were listed on the STAR Market on 15 July, 2020.

Upon the completion of the initial public offering and listing of the domestic shares of the Company, the share capital of the Company is 871,276,500 shares, including 688,530,000 domestic shares and 182,746,500 overseas-listed foreign shares.

Upon the completion of the initial public offering and listing of the domestic shares of the Company, the share capital of the Company is 871,276,500 shares, including 688,530,000 domestic shares and 182,746,500 overseas-listed foreign shares.

The share capital of the Company is: The share capital of the Company 689,749,500 domestic shares and is: 691,461,000 domestic shares and 182,746,500 overseas-listed foreign shares. 219,295,700 overseas-listed foreign shares.

– 16 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

Provisions of current Articles Provisions of amended Articles Article 119 The Company shall set up a Article 119 The Company shall set up a board of directors which shall be responsible board of directors which shall be responsible to the general meeting. The Board shall to the general meeting. The Board shall consist of 15 directors and independent nonconsist of 9 -15 directors and independent executive directors shall represent at least non-executive directors shall represent at one-third of the total number of directors. least one-third of the total number of directors. The Board shall consist of one (1) chairman. The Board shall consist of one (1) chairman. The chairman shall be elected or dismissed The chairman shall be elected or dismissed by exceeding half of all directors. Every by exceeding half of all directors. Every term of the chairman is three (3) years. Upon term of the chairman is three (3) years. Upon the expiration of the term, the chairman shall the expiration of the term, the chairman shall be eligible for re-election and be eligible for re-election and reappointment. reappointment. A director is not required to hold any shares A director is not required to hold any shares in the Company. in the Company.

The number of chairman or executive directors of the controlling shareholder concurrently holding the office of the chairman or executive directors of the Company shall not exceed two (2). Article 120 The Board shall exercise the following functions and powers:

The number of chairman or executive directors of the controlling shareholder concurrently holding the office of the chairman or executive directors of the Company shall not exceed two (2). Article 120 The Board shall exercise the following functions and powers:

• (1) to be responsible for convening general meetings, propose at general meetings to pass the relevant matters and report its work at the general meetings;

• (1) to be responsible for convening general meetings, propose at general meetings to pass the relevant matters and report its work at the general meetings;

• (2) to implement resolutions of the general meetings;

• (2) to implement resolutions of the general meetings;

• (3) to decide on the Company’s business plans and investment programs;

• (3) to decide on the Company’s business plans and investment programs;

• (4) to formulate the annual financial budgets and final accounts of the Company;

• (4) to formulate the annual financial budgets and final accounts of the Company;

• (5) to formulate the Company’s profit distribution plans and plans on making up losses;

• (5) to formulate the Company’s profit distribution plans and plans on making up losses;

– 17 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

	Provisions of current Articles		Provisions of amended Articles
(6)	to formulate proposals for the	(6)	to formulate proposals for the
	Company to increase or decrease its		Company to increase or decrease its
	registered capital, issue corporate		registered capital, issue corporate
	bonds or other securities and pursue		bonds or other securities and pursue
	any listing thereof, or issue a certain		any listing thereof, or issue a certain
	number of domestic shares to specific		number of domestic shares to specific
	investors according to the		investors according to the
	authorization of the general meeting;		authorization of the general meeting;
(7)	to formulate plans for the Company’s	(7)	to formulate plans for the Company’s
	substantial acquisitions or disposals		substantial acquisitions or disposals
	and repurchase of shares of the		and repurchase of shares of the
	Company, or merger, division,		Company, or merger, division,
	dissolution and alteration of corporate		dissolution and alteration of corporate
	form of the Company;		form of the Company;
(8)	within the scope authorized by the	(8)	within the scope authorized by the
	general meeting, to decide, among		general meeting, to decide, among
	others, the Company’s external		others, the Company’s external
	investment, purchase and sale of		investment, purchase and sale of
	assets, charge of assets, external		assets, charge of assets, external
	guarantees, wealth management		guarantees, wealth management
	entrustment and related party		entrustment and related party
	transactions;		transactions;
(9)	to decide on establishment of internal	(9)	to decide on establishment of internal
	management organizations of the		management organizations of the
	Company;		Company;
(10)	to appoint or dismiss general manager	(10)	to appoint or dismiss general manager
	and secretary to the Board, and to		and secretary to the Board, and to
	decide on their remunerations, to		decide on their remunerations, to
	appoint or dismiss vice general		appoint or dismiss vice general
	manager(s), the chief financial officer		manager(s), the chief financial officer
	and other senior management in		and other senior management in
	accordance with the nominations by		accordance with the nominations by
	general manager, and to decide on their		general manager, and to decide on their
	remunerations and others;		remunerations and others;
(11)	to decide on the plans such as	(11)	to decide on the plans such as
	alteration of corporate form, division,		alteration of corporate form, division,
	restructuring or dissolution of the		restructuring or dissolution of the
	Company’s wholly-owned subsidiaries		Company’s wholly-owned subsidiaries
	and associated companies;		and associated companies;
(12)	to formulate the basic management	(12)	to formulate the basic management
	system of the Company, to determine		system of the Company, to determine
	the salary, benefits, rewards and		the salary, benefits, rewards and
	punishments policies and programs of		punishments policies and programs of
	the Company’s employees;		the Company’s employees;

– 18 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

Provisions of current Articles Provisions of amended Articles

(13) to formulate proposals to amend the Articles of Association; (14) to formulate proposals of the equity incentive scheme of the Company; ~~(15)~~ ~~to decide on the establishment of the~~ ~~Company’s sub-branches;~~ (16) to decide on the establishment of special committees under the Board and to appoint or remove its person-in- charge; (17) to propose at the general meeting the appointment, re-appointment or dismissal of the accounting firms which provide audit services to the Company; (18) to listen to work reports submitted by the general manager and review his work; (19) to decide on other major affairs and administrative matters of the Company, to sign other material agreements, save and except for matters to be approved at the general meetings as required by the Company Law and the Articles of Association; (20) to manage information disclosure of the Company; (21) other powers and duties authorized by the Articles of Association or general meetings; (22) other matters as required by the PRC laws and regulations. Except for the Board resolutions in respect of the matters specified in paragraphs (6) and (13) which shall be passed by more than two-thirds of the directors, the Board (13) to formulate proposals to amend the Articles of Association; (14) to formulate proposals of the equity incentive scheme of the Company; (15) to decide on the establishment of special committees under the Board and to appoint or remove its person-in- charge; (16) to propose at the general meeting the appointment, re-appointment or dismissal of the accounting firms which provide audit services to the Company; (17) to listen to work reports submitted by the general manager and review his work; (18) to decide on other major affairs and administrative matters of the Company, to sign other material agreements, save and except for matters to be approved at the general meetings as required by the Company Law and the Articles of Association; (19) to manage information disclosure of the Company; (20) other powers and duties authorized by the Articles of Association or general meetings; (21) other matters as required by the PRC laws and regulations. Except for the Board resolutions in respect of the matters specified in paragraphs (6) and (13) which shall be passed by more than two-thirds of the directors, the Board resolutions in respect of all other matters set out in the preceding paragraph may be passed by more than half of the directors.

Except for the Board resolutions in respect of the matters specified in paragraphs (6) and (13) which shall be passed by more than two-thirds of the directors, the Board resolutions in respect of all other matters set out in the preceding paragraph may be passed by more than half of the directors.

– 19 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

Provisions of current Articles The Board may establish certain special committees such as a strategic committee, an audit committee, a remuneration and assessment committee and a nomination committee as needed, to assist the Board to exercise its duties and powers or provide advice or consultation for the Board in respect of its decisions under the leadership of the Board. The composition of and the rules of procedures for such committees shall be decided by the Board separately. The special committees shall be responsible to the Board, and perform their duties according to the Articles of Association and the authorization granted by the Board. The proposals shall be submitted to the Board for consideration and approval. All members of the special committees are composed of directors, among which the number of independent directors shall be the majority of the audit committee, nomination committee and remuneration and assessment committee, and they shall act as the chairman of the committees. The chairman of the audit committee shall be an accounting professional.

Provisions of amended Articles The Board may establish certain special committees such as a strategic committee, an audit committee, a remuneration and assessment committee and a nomination committee as needed, to assist the Board to exercise its duties and powers or provide advice or consultation for the Board in respect of its decisions under the leadership of the Board. The composition of and the rules of procedures for such committees shall be decided by the Board separately. The special committees shall be responsible to the Board, and perform their duties according to the Articles of Association and the authorization granted by the Board. The proposals shall be submitted to the Board for consideration and approval. All members of the special committees are composed of directors, among which the number of independent directors shall be the majority of the audit committee, nomination committee and remuneration and assessment committee, and they shall act as the chairman of the committees. The chairman of the audit committee shall be an accounting professional.

The Board shall provide explanation for non-standard audit opinions on the financial reports of the Company given by certified public accountants at the general meeting. Article 140 The general manager shall be accountable to the Board and exercise the following functions and powers:

The Board shall provide explanation for non-standard audit opinions on the financial reports of the Company given by certified public accountants at the general meeting. Article 140 The general manager shall be accountable to the Board and exercise the following functions and powers:

(1) to be in charge of the Company’s (1) to be in charge of the Company’s production, operation and production, operation and management, and to report the same to management, and to report the same to the Board; the Board;

• (2) to organize the implementation of the (2) to organize the implementation of the resolutions of the Board; resolutions of the Board;

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

	Provisions of current Articles			Provisions of amended Articles
(3)	to organize the implementation of	the	(3)	to organize the implementation of the
	Company’s annual business plans	and		Company’s annual business plans and
	investment plans;			investment plans;
(4)	to formulate the annual financial		(4)	to formulate the annual financial
	budgets and final accounts of	the		budgets and final accounts of the
	Company, and to make			Company, and to make
	recommendations to the Board;			recommendations to the Board;
(5)	to formulate the plans such	as	(5)	to formulate the plans such as
	alteration of corporate form, division,			alteration of corporate form, division,
	restructuring or dissolution of	the		restructuring or dissolution of the
	Company’s wholly-owned subsidiaries			Company’s wholly-owned subsidiaries
	and associated companies;			and associated companies;
(6)	to formulate the plans for	the	(6)	to formulate the plans for the
	establishment of the Company’s			establishment of the Company’s
	internal management structure;			internal management structure;
(7)	to formulate the plans for	the	(7)	to decide on the establishment, change
	establishment of the Company’s sub-			or cancellation of the Company and
	branches;			its wholly-owned or holding sub-
				branches;
(8)	to draft the Company’s basic
	management system;		(8)	to draft the Company’s basic
				management system;
(9)	to formulate specific rules	and
	regulations for the Company;		(9)	to formulate specific rules and
				regulations for the Company;
(10)	to propose the appointment	or
	dismissal of the Company’s vice		(10)	to propose the appointment or
	general manager(s) and the chief			dismissal of the Company’s vice
	financial officer and other senior			general manager(s) and the chief
	management members;			financial officer and other senior
				management members;
(11)	to appoint or dismiss management
	personnel other than those required to		(11)	to appoint or dismiss management
	be appointed or dismissed by	the		personnel other than those required to
	Board;			be appointed or dismissed by the
				Board;
(12)	to formulate the plans for the salary,
	benefits, rewards and punishments of		(12)	to formulate the plans for the salary,
	the Company’s employees, and	to		benefits, rewards and punishments of
	determine the employment	and		the Company’s employees, and to
	dismissal of the Company’s employees;			determine the employment and
				dismissal of the Company’s employees;
(13)	to propose the convening of	an
	extraordinary Board meeting in case of		(13)	to propose the convening of an
	emergency;			extraordinary Board meeting in case of
				emergency;

– 21 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX II

	Provisions of current Articles	Provisions of amended Articles
~~(14)~~	~~to~~ ~~determine~~ ~~the~~ ~~plans~~ ~~for~~ ~~the~~	(14) to determine matters including
	~~establishment of the sub-branches of~~	investment, financing, contracts and
	~~the~~ ~~Company’s~~ ~~wholly-owned~~	transactions of the Company within the
	~~subsidiaries and associated companies;~~	scope authorized by the Board;
(15)	to determine matters including	(15) such other functions and powers
	investment, financing, contracts and	conferred by the Articles of
	transactions of the Company within the	Association and the Board.
	scope authorized by the Board;
		The vice general manager and other senior
(16)	such other functions and powers	management members shall assist the
	conferred by the Articles of	general manager in his work, and may
	Association and the Board.	exercise certain functions and powers of the
		general manager as delegated by the general
The	vice general manager and other senior	manager with specific work assignments to
management members shall assist the		be decided by the general manager and filed
general manager in his work, and may		with the Board.
exercise certain functions and powers of the
general manager as delegated by the general
manager with specific work assignments to
be decided by the general manager and filed
with	the Board.

Note: The Articles of Association are written in Chinese, and the Chinese version is the only official version which shall prevail.

– 22 –

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF THE BOARD

APPENDIX III

Details of the proposed amendments to the Rules of Procedures of the Board are as follows:

• Provisions of current Articles Provisions of amended Articles

• Article 19 The Board shall consist of 15 Article 19 The Board shall consist of 9 -15 directors. The Board shall have one directors. The Board shall have one chairman. The Board is accountable to the chairman. The Board is accountable to the general meeting and is the operating general meeting and is the operating decision-making body of the Company and decision-making body of the Company and shall exercise the following functions and shall exercise the following functions and powers: powers: (1) to be responsible for convening general (1) to be responsible for convening general meetings, propose at general meetings meetings, propose at general meetings to pass the relevant matters and report to pass the relevant matters and report its work at the general meetings; its work at the general meetings;

• (2) to implement resolutions of the general (2) to implement resolutions of the general meetings; meetings;

• (3) to decide on the Company’s business (3) to decide on the Company’s business plans and investment programs; plans and investment programs;

• (4) to formulate the annual financial (4) to formulate the annual financial budgets and final accounts of the budgets and final accounts of the Company; Company;

• (5) to formulate the Company’s profit (5) to formulate the Company’s profit distribution plans and plans on making distribution plans and plans on making up losses; up losses;

• (6) to formulate proposals for the (6) to formulate proposals for the Company to increase or decrease its Company to increase or decrease its registered capital, issue corporate registered capital, issue corporate bonds or other securities and pursue bonds or other securities and pursue any listing thereof, or issue a certain any listing thereof, or issue a certain number of domestic shares to specific number of domestic shares to specific investors according to the investors according to the authorization of the general meeting; authorization of the general meeting;

• (7) to formulate plans for the Company’s (7) to formulate plans for the Company’s substantial acquisitions or disposals, substantial acquisitions or disposals, repurchase of shares of the Company repurchase of shares of the Company and merger, division, dissolution or and merger, division, dissolution or alteration of corporate form of the alteration of corporate form of the Company; Company;

• (8) within the scope authorized by the (8) within the scope authorized by the general meeting, to decide, among general meeting, to decide, among others, the Company’s external others, the Company’s external investment, purchase and sale of investment, purchase and sale of assets, charge of assets, external assets, charge of assets, external guarantees matters, wealth guarantees matters, wealth management entrustment, provision of management entrustment, provision of loans and related party transactions; loans and related party transactions;

• (9) to decide on establishment of internal (9) to decide on establishment of internal management organizations of the management organizations of the Company; Company;

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF THE BOARD

APPENDIX III

	Provisions of current Articles	Provisions of amended Articles
(10)	to appoint or dismiss general manager	(10) to appoint or dismiss general manager
	and secretary to the Board, and to	and secretary to the Board, and to
	decide on their remunerations, and to	decide on their remunerations, and to
	appoint or dismiss vice general	appoint or dismiss vice general
	manager(s), the chief financial officer	manager(s), the chief financial officer
	and other senior management in	and other senior management in
	accordance with the nominations by	accordance with the nominations by
	general manager, and to decide on their	general manager, and to decide on their
	remunerations and others;	remunerations and others;
(11)	to decide on the plans such as	(11) to decide on the plans such as
	alteration of corporate form, division,	alteration of corporate form, division,
	restructuring or dissolution of the	restructuring or dissolution of the
	Company’s wholly-owned subsidiaries	Company’s wholly-owned subsidiaries
	and associated companies;	and associated companies;
(12)	to formulate the basic management	(12) to formulate the basic management
	system of the Company, to determine	system of the Company, to determine
	the salary, benefits, rewards and	the salary, benefits, rewards and
	punishments policies and programs of	punishments policies and programs of
	the Company’s employees;	the Company’s employees;
(13)	to formulate proposals to amend the	(13) to formulate proposals to amend the
	Articles of Association;	Articles of Association;
(14)	to formulate proposals of the equity	(14) to formulate proposals of the equity
	incentive scheme of the Company;	incentive scheme of the Company;
~~(15)~~	~~to decide on the establishment of the~~	(15) to decide on the establishment of
	~~Company’s sub-branches;~~	special committees under the Board
		and to appoint or remove its person-in-
(16)	to decide on the establishment of	charge;
	special committees under the Board
	and to appoint or remove its person-in-	(16) to propose at the general meeting the
	charge;	appointment, re-appointment or
		dismissal of the accounting firms
(17)	to propose at the general meeting the	which provide audit services to the
	appointment, re-appointment or	Company;
	dismissal of the accounting firms
	which provide audit services to the	(17) to listen to work reports submitted by
	Company;	the general manager and review his
		work;
(18)	to listen to work reports submitted by
	the general manager and review his	(18) to decide on other major affairs and
	work;	administrative matters of the Company,
		to sign other material agreements, save
(19)	to decide on other major affairs and	and except for matters to be approved
	administrative matters of the Company,	at the general meetings as required by
	to sign other material agreements, save	the Company Law and the Articles of
	and except for matters to be approved	Association;
	at the general meetings as required by
	the Company Law and the Articles of	(19) to manage information disclosure of
	Association;	the Company;
(20)	to manage information disclosure of	(20) other powers and duties authorized by
	the Company;	the Articles of Association or general
		meetings;
(21)	other powers and duties authorized by
	the Articles of Association or general	(21) other matters as required by the PRC
	meetings;	laws and regulations.

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PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF THE BOARD

APPENDIX III

Provisions of current Articles

(22) other matters as required by the PRC laws and regulations.

Except for the Board resolutions in respect of the matters specified in paragraphs (6) and (13) which shall be passed by more than two-thirds of the directors, the Board resolutions in respect of all other matters set out in the preceding paragraph may be passed by more than half of the directors.

Provisions of amended Articles

Except for the Board resolutions in respect of the matters specified in paragraphs (6) and (13) which shall be passed by more than two-thirds of the directors, the Board resolutions in respect of all other matters set out in the preceding paragraph may be passed by more than half of the directors.

The Board may establish certain special committees such as a strategic committee, an audit committee, a remuneration and assessment committee and a nomination committee as needed, to assist the Board to exercise its duties and powers or provide advice or consultation for the Board in respect of its decisions under the leadership of the Board. The composition of and the rules of procedures for such committees shall be decided by the Board separately. The special committees shall be responsible to the Board, and perform their duties according to the Articles of Association and the authorization granted by the Board. The proposals shall be submitted to the Board for consideration and approval. All members of the special committees are composed of directors, among which the number of independent directors shall be the majority of the audit committee, nomination committee and remuneration and assessment committee, and they shall act as the chairman of the committees. The chairman of the audit committee shall be an accounting professional.

The Board may establish certain special committees such as a strategic committee, an audit committee, a remuneration and assessment committee and a nomination committee as needed, to assist the Board to exercise its duties and powers or provide advice or consultation for the Board in respect of its decisions under the leadership of the Board. The composition of and the rules of procedures for such committees shall be decided by the Board separately. The special committees shall be responsible to the Board, and perform their duties according to the Articles of Association and the authorization granted by the Board. The proposals shall be submitted to the Board for consideration and approval. All members of the special committees are composed of directors, among which the number of independent directors shall be the majority of the audit committee, nomination committee and remuneration and assessment committee, and they shall act as the chairman of the committees. The chairman of the audit committee shall be an accounting professional.

The Board shall provide explanation for non-standard audit opinions on the financial reports of the Company given by certified public accountants at the general meeting.

The Board shall provide explanation for non-standard audit opinions on the financial reports of the Company given by certified public accountants at the general meeting.

Note: The Rules of Procedures of the Board are written in Chinese, and the Chinese version is the only official version which shall prevail.

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NOTICE OF EGM

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 2021 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2021 first extraordinary general meeting (the “ EGM ”) of Shanghai Junshi Biosciences Co., Ltd. (the “ Company* ”) will be held at 15th Floor, Building 7, No. 6, Lane 100, Pingjiaqiao Road, Pudong New Area, Shanghai, the People’s Republic of China on Thursday, 16 December 2021 at 2:00 p.m., for the following purposes:

ORDINARY RESOLUTIONS[(10)]

1. The proposal in relation to the appointment of independent non-executive Director of the Company.

2. (i) to appoint Mr. Feng Xiaoyuan as an independent non-executive Director of the third session of the Board of Directors of the Company.

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

SPECIAL RESOLUTION[(10)]

1. The proposal in relation to the amendments to the Articles of Association and the Rules of Procedures of the Board of Directors and the industrial and commercial registration of the changes.

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

Shanghai, PRC, 15 November 2021

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NOTICE OF EGM

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 Wednesday, 8 December 2021 to Thursday, 16 December 2021, 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 Tuesday, 7 December 2021, 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. 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.

7. 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.

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

9. Further details of the resolutions will be included in the circular to be despatched to shareholders by the Company.

10. 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/).

11. For identification purpose only.

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