Shanghai Junshi Biosciences Co., Ltd. — Proxy Solicitation & Information Statement 2023

Sep 27, 2023

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) EXTERNAL INVESTMENT AND RELATED PARTY TRANSACTION (2) APPOINTMENT OF DIRECTORS

A letter from the Board is set out on pages 5 to 17 of this circular. The notice convening the EGM to be held at 15th Floor, Building 7, No. 6, Lane 100, Pingjiaqiao Road, Pudong New Area, Shanghai, the PRC on Friday, 20 October 2023 at 2:00 p.m. is set out on pages 18 to 19 of this circular. The corresponding forms of proxy for the EGM will also be despatched on 28 September 2023 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 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 17/F, Far East Finance Centre, 16 Harcourt Road, 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

27 September 2023

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

– i –

DEFINITIONS

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

• “A Share(s)”

ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which are traded in RMB and are listed on the Shanghai Stock Exchange

• “Angel Investors”

four angel investors, all of whom are third parties independent of the Company and its connected persons

• “Articles of Association” or “Articles”

• the articles of association of the Company as effective at the time

• “Board of Directors” or “Board”

• the board of Directors

• “Board of Supervisors”

the board of Supervisors

• “Capital Increase”

has the meaning ascribed to it under the section headed “(1) External Investment and Related Party Transaction – The Joint Venture Agreement – Post-completion undertaking by the JV Company”

• “Capital Increase Agreement”

• the capital increase agreement entered into by the JV Company, Dr. Feng, Shanghai Lingke Yixin, Shanghai Anling Xixu and the Angel Investors on 8 September 2023 in respect of the increase of registered capital of the JV Company to RMB1,481,180 and the subscription of new registered capital of the JV Company by the Angel Investors in an aggregated amount of RMB547,847 at the total consideration of US$23,479,181 or the equivalent RMB amount

• “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 established 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 Shanghai Stock Exchange, respectively

• “Completion”

• completion of the Joint Venture Agreement

• “Completion Date”

the date on which the Completion takes place

– 1 –

DEFINITIONS

• “connected person(s)” has the meaning as ascribed to it in the Hong Kong Listing Rules

• “Contributed Assets” relevant assets of two drug candidates in the field of oncology treatment at the pre-clinical development stage and certain patent rights

• “Director(s)” the director(s) of the Company “Dr. Feng” Feng Hui (馮輝), a non-executive director of the Company and the general partner of Shanghai Anling Xixu and Shanghai Lingke Yixin

• “EGM” the first extraordinary general meeting in 2023 of the Company to be held on Friday, 20 October 2023 (and any adjournment thereof)

• “External Investment and the transactions contemplated under the Joint Venture Related Party Transaction” Agreement and the Capital Increase Agreement

• “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 main board of the Hong Kong Stock Exchange

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

• “Hong Kong Listing Rules” or the Rules Governing the Listing of Securities on the “Listing Rules” Hong Kong Stock Exchange, as amended, supplemented or otherwise modified from time to time

• “Hong Kong Stock Exchange”

• The Stock Exchange of Hong Kong Limited

• “Joint Venture Agreement”

• the joint venture agreement dated 8 September 2023 and entered into by the Company, Junshi Biotechnology, Suzhou Junmeng, Dr. Feng and the JV Company

• “Junshi Biotechnology” Shanghai Junshi Biotechnology Co., Ltd.* (上海君實生 物工程有限公司), a wholly-owned subsidiary of the Company

– 2 –

DEFINITIONS

• “JV Company” Shanghai Anlingke Biopharmaceutical Co., Ltd.* (上海 安領科生物醫藥有限公司), a company established in the PRC with limited liability, the shareholders of which shall include the Company, Dr. Feng, the Angel Investors, Shanghai Anling Xixu, Shanghai Lingke Yixin upon the completion of the External Investment and Related Party Transaction

• “Latest Practicable Date” 21 September 2023, being the latest practicable date prior to the printing of this circular of ascertaining certain information herein

• “Notice of EGM” the notice of the EGM dated 27 September 2023

• “Parties” parties to the Joint Venture Agreement

• “PRC” or “China” the People’s Republic of China which, for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region and Taiwan

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

• “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

• “Shanghai Anling Xixu” Shanghai Anling Xixu Biopharmaceutical Technology Partnership (Limited Partnership)* (上海安領西旭生物醫 藥科技合夥企業(有限合夥)), a limited partnership established in the PRC

• “Shanghai Lingke Yixin” Shanghai Lingke Yixin Biopharmaceutical Technology Partnership (Limited Partnership)* (上海領科屹鑫生物醫 藥科技合夥企業(有限合夥)), a limited partnership established in the PRC

• “Shanghai Stock Exchange” the Shanghai Stock Exchange (上海證券交易所)

• “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)

– 3 –

DEFINITIONS

• “STAR Market” the STAR Market of the Shanghai Stock Exchange (上海 證券交易所科創板)

• “STAR Market Listing” the initial public offering and listing of the Company’s A Shares on the STAR Market on 15 July 2020

• “STAR Market Listing Rules” the Rules Governing the Listing of Stocks 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》)

• “subsidiary(ies)” has the meaning ascribed to it under the Listing Rules

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

• “Suzhou Junmeng” Suzhou Junmeng Biosciences Co., Ltd.* (蘇州君盟生物 醫藥科技有限公司), a wholly-owned subsidiary of the Company

• “%” per cent

– 4 –

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 ) Mr. Zhang Zhuobing Dr. Yao Sheng Dr. Zou Jianjun

Non-executive Directors:

Dr. Feng Hui Mr. Tang Yi

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: 5/F, Manulife Place 348 Kwun Tong Road Kowloon Hong Kong

Independent Non-executive Directors:

Dr. Roy Steven Herbst Mr. Qian Zhi Mr. Zhang Chun Dr. Feng Xiaoyuan Dr. Meng Anming

27 September 2023

To the Shareholders

Dear Sir or Madam,

(1) EXTERNAL INVESTMENT AND RELATED PARTY TRANSACTION (2) APPOINTMENT OF DIRECTORS

I. INTRODUCTION

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

– 5 –

LETTER FROM THE BOARD

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

• (1) the proposal in relation to the External Investment and Related Party Transaction; and

• (2) the proposal in relation to the appointment of Directors, including (i) the appointment of Dr. Wang Gang (“ Dr. Wang ”) as an executive Director; and (ii) appointment of Dr. Li Xin (“ Dr. Li ”) as a non-executive Director.

II. DETAILS OF THE RESOLUTIONS

(1) External Investment and Related Party Transaction

Reference is made to the overseas regulatory announcement of the Company dated 10 September 2023 and the announcement of the Company dated 13 September 2023 (the “ Connected Transaction Announcement ”).

Introduction

On 8 September 2023, the Company entered into the Joint Venture Agreement with Junshi Biotechnology, Suzhou Junmeng, Dr. Feng and the JV Company, pursuant to which the Company conditionally agreed to inject RMB30,597,800 by way of contribution of the Contributed Assets into the JV Company, of which RMB140,000 will be contributed to the registered capital of the JV Company, which accounts for approximately 9.45% of the enlarged equity interest in the JV Company, and the balance amounting to RMB30,457,800 will be accounted as capital reserve of the JV Company.

The Joint Venture Agreement

Date

8 September 2023

Parties

• (i) The Company;

• (ii) Junshi Biotechnology;

• (iii) Suzhou Junmeng;

• (iv) Dr. Feng; and

• (v) JV Company.

– 6 –

LETTER FROM THE BOARD

Subject matter

Pursuant to the Joint Venture Agreement, the Company conditionally agreed to inject RMB30,597,800 by way of contribution of the Contributed Assets into the JV Company, of which RMB140,000 will be contributed to the registered capital of the JV Company, which accounts for approximately 9.45% of the enlarged equity interest in the JV Company, and the balance amounting to RMB30,457,800 will be accounted as capital reserve of the JV Company.

Basis of the consideration

The amount of the consideration was determined after arm’s length negotiations between the Parties with reference to, among other things, the appraised value of the Contributed Assets conducted by a valuer as agreed by the Parties with 30 June 2023 as the reference date, the financial situation, operation, development and growth prospects of the JV Company.

Conditions precedent

The Completion is conditional upon fulfilment of, among other things, the following conditions precedent, unless otherwise waived by the relevant parties of the respective conditions precedent:

• (i) the respective representations and warranties given by the JV Company, Dr. Feng and the Company under the Joint Venture Agreement remain true and accurate in all material respects and are free from misleading and false statements or omissions from the date of the Joint Venture Agreement to the Completion Date;

• (ii) the JV Company, Dr. Feng and the Company having, in all respects, properly performed and complied with the undertakings and obligations as set out under the Joint Venture Agreement prior to or at the time of Completion;

• (iii) the completion of the procedures for the valuation of the Contributed Assets, and the Parties having agreed with the appraised value of the Contributed Assets and the amount of the corresponding new registered capital in the JV Company to be subscribed by the Company;

• (iv) the passing of the requisite resolutions by the board of directors and/or shareholders of the Company and the JV Company, or other third parties (if applicable) approving the transactions contemplated under the Joint Venture Agreement;

• (v) the completion of the industrial and commercial registration for the change in respect of the transactions contemplated under the Joint Venture Agreement;

– 7 –

LETTER FROM THE BOARD

• (vi) there being no restriction, prohibition, or applicable law or governmental action that would cancel the transactions contemplated under the Joint Venture Agreement;

• (vii) there being no material adverse change to the Contributed Assets or the JV Company from the date of the Joint Venture Agreement; and

• (viii) each of the JV Company and Dr. Feng having issued a letter to the Company confirming the satisfaction of the above respective conditions precedent, and the Company having issued a letter to the JV Company confirming the satisfaction of the above respective conditions precedent.

Completion

The Completion shall take place on the fifth business day after the date on which the above conditions precedents have been fulfilled or waived. As at the date of this circular, condition precedent (ii) has been completed.

It is expected that the Group will realize a gain of RMB30,597,800 (unaudited) on the contribution of the Contributed Assets to the JV Company, which is calculated with reference to the difference between the appraised value of the Contributed Assets as at 30 June 2023 pursuant to a valuation report issued by a valuer and the carrying amount of the Contributed Assets prior to the contribution. The exact profit or loss impact can only be determined upon the completion of the External Investment and Related Party Transaction.

Post-completion undertaking by the JV Company

After the Completion, as long as the Company is the shareholder of the JV Company, the JV Company shall not, among other things, issue additional registered capital to other investors, whereby the subscription price of the other investors in respect of each RMB1 of the registered capital in the JV Company is lower than that of the Company. The subscription price in respect of each RMB1 of the registered capital in the JV Company is calculated based on the below formula:

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Where:

“A” refers to the subscription price in respect of each RMB1 of the registered capital in the JV Company

“B” refers to the aggregate subscription price/investment amount

– 8 –

LETTER FROM THE BOARD

“C” refers to the amount of registered capital attributable to the percentage of equity interest held by the Company

As the Company has conditionally agreed to inject RMB30,597,800 by way of contribution of the Contributed Assets into the JV Company, of which RMB140,000 will be contributed to the registered capital of the JV Company, the Company’s subscription price for each RMB1 of the registered capital in the JV Company amounts to approximately RMB218.56.

On 8 September 2023, the JV Company has entered into the Capital Increase Agreement with Dr. Feng, Shanghai Lingke Yixin, Shanghai Anling Xixu and the Angel Investors, pursuant to which the JV Company conditionally agrees to increase its registered capital to RMB1,481,180 and the Angel Investors conditionally agree to subscribe for the new registered capital in the JV Company in an aggregated amount of RMB547,847 at the total consideration of US$23,479,181 or the equivalent RMB amount (the “ Capital Increase ”). The Angel Investors’ subscription price for each RMB1 of the registered capital in the JV Company amounts to approximately RMB307.95, which is higher than that of the Company.

The Capital Increase will occur in two tranches. Upon completion of the first tranche of the Capital Increase, the registered capital of the JV Company shall be increased to RMB1,207,257; and upon the completion of the second tranche of the Capital Increase, the registered capital of the JV Company shall be increased to RMB1,481,180. The completion of the first tranche of the Capital Increase shall take place on or after the Completion Date.

Exit right of the Company

In the case where the JV Company fails to obtain a valuation of no less than US$30 million or fails to obtain financing of no less than US$15 million from new investors within 18 months after the Completion Date, the Company shall have the right to unilaterally terminate the Joint Venture Agreement. Upon the notification by the Company to the JV Company or Dr. Feng, the JV Company shall return the Contributed Assets to the Company with nil consideration.

Reasons for and benefits of the External Investment and Related Party Transaction

The drugs in connection with the Contributed Assets are still in the early stage of research and development. In order to promote the research and development, registration, production and commercialization of such drugs as soon as possible, it is necessary for the Company to conduct clinical trials and invest sufficient funds. The Company plans to use the JV Company as a financing platform to introduce external funds through the Capital Increase, so as to provide financial support for the research and development of such drugs, promote the smooth development of such drugs, and achieve commercialization as soon as possible to benefit patients. At the same time, the External

– 9 –

LETTER FROM THE BOARD

Investment and Related Party Transaction enables the Company to enjoy the benefits brought by the subsequent research and development, marketing and commercialization of such drugs. The Company has a rich research and development pipeline and the External Investment and Related Party Transaction can also effectively alleviate the pressure of future research and development investment and improve the efficiency of capital use, such that focus can be placed on promoting the research and development of the Company’s core projects. The External Investment and Related Party Transaction is not expected to have a material adverse impact on the Company’s operating results.

In light of the above, the Directors (including the independent non-executive Directors) are of the view that the External Investment and Related Party Transaction is conducted in the ordinary and usual course of business of the Group and on normal commercial terms, and the terms of the Joint Venture Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Information on the Parties

Information on the JV Company

The JV Company is a company established in the PRC with limited liability and is principally engaged in the business of technical services, technology development, technology consultation, technology exchange, technology transfer, technology promotion; medical research and experimental development (except human stem cell, gene diagnosis and treatment technology development and application); technology import and export; import and export of goods; sales of Class I medical devices; and leasing of Class I medical devices.

As at the date of this circular, the shareholding structure of the JV Company is set out below:

Shareholder Dr. Feng Shanghai Lingke Yixin Shanghai Anling Xixu Total	Registered capital (RMB) 560,000 140,000 93,333 793,333	Shareholding percentage (%) 70.59 17.65 11.76
		100.00

– 10 –

LETTER FROM THE BOARD

Upon completion of the External Investment and Related Party Transaction, the shareholding structure of the JV Company will be as follows:

Shareholder Dr. Feng The Company Shanghai Lingke Yixin Shanghai Anling Xixu Angel Investors Total	Registered capital (RMB) 560,000 140,000 140,000 93,333 547,847 1,481,180	Shareholding percentage (%) 37.81 9.45 9.45 6.30 36.98
		100.00

Note:

Any discrepancies in the above tables between the totals and sums of amounts listed herein are due to rounding adjustments.

Since the JV Company was newly established on 27 June 2023 and has not commenced operation as at the date of the Joint Venture Agreement, the JV Company did not record any profit or revenue prior to the date of the Joint Venture Agreement.

Information on the Group

The Company is a joint stock limited liability company established in the PRC, whose H Shares are listed on the Hong Kong Stock Exchange (stock code: 1877) and A Shares are listed on the STAR Market (stock code: 688180). The Group is an innovation-driven biopharmaceutical company dedicated to the discovery and development of innovative drugs and their clinical research and commercialization on a global scale.

Information on Junshi Biotechnology

Junshi Biotechnology is a company established in the PRC with limited liability and is a wholly-owned subsidiary of the Company. It is principally engaged in the business of the operation of the Lingang production base of the Company and the production of drug candidates.

Information on Suzhou Junmeng

Suzhou Junmeng is a company established in the PRC with limited liability and is a wholly-owned subsidiary of the Company. It is principally engaged in the business of research and development of biopharmaceuticals.

– 11 –

LETTER FROM THE BOARD

Information on Dr. Feng

Dr. Feng is a non-executive Director. He served as an executive Director from March 2015 to August 2023 and took part in the invention of certain registered patents and patents in application in relation to JS001, JS002 and JS004 of the Group.

Listing Rules Implications

Dr. Feng, being a non-executive Director, is the general partner of Shanghai Lingke Yixin and Shanghai Anling Xixu. As such, each of Dr. Feng, Shanghai Lingke Yixin and Shanghai Anling Xixu is a connected person of the Company and the entering into of the Joint Venture Agreement constitutes a connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules. As the highest applicable percentage ratios in respect of the transactions contemplated under the Joint Venture Agreement exceeds 0.1% but is less than 5%, the entering into of the Joint Venture Agreement is subject to the reporting and announcement requirements, but is exempted from the circular (including independent financial advice) and independent shareholders’ approval requirement under Chapter 14A of the Hong Kong Listing Rules.

According to the laws and regulations applicable to the A Shares, the External Investment and Related Party Transaction has to be submitted to the general meeting of the Company for consideration and approval. Dr. Feng is interested in 13,652,000 A Shares within the meaning of Part XV of the SFO, representing 1.78% and 1.39% of the total number of issued A Shares and issued share capital of the Company, respectively. As Dr. Feng is materially interested in the External Investment and Related Party Transaction, he will abstain from voting on the resolutions at the EGM to approve the External Investment and Related Party Transaction. Save as disclosed above, so far as the Company is aware, having made all reasonable enquiries, no Shareholder has a material interest in, and would be required to abstain from voting on, the resolutions at the EGM to approve, among other things, the External Investment and Related Party Transaction.

An ordinary resolution will be proposed at the EGM to consider and, if thought fit, approve the External Investment and Related Party Transaction.

– 12 –

LETTER FROM THE BOARD

(2) Appointment of Directors

Ordinary resolutions will be proposed at the EGM to consider and, if thought fit, approve the appointment of Directors, including (i) the appointment of Dr. Wang as an executive Director; and (ii) the appointment of Dr. Li as a non-executive Director.

(i) Appointment of Dr. Wang as an executive Director

The Board has considered and approved the nomination of Dr. Wang as a candidate for executive Director.

The biography of Dr. Wang is as follows:

Dr. Wang Gang (王剛), aged 66, obtained a Ph.D degree in Pharmacology and Toxicology from the School of Medicine of Dartmouth College in the United States in September 1995. He has been serving as the deputy general manager of the Company since 29 August 2019. He has also been serving as an independent director of Obio Technology (Shanghai) Corp., Ltd. (和 元生物技術(上海)股份有限公司) since December 2020, and independent director of Hrain Biotechnology Co., Ltd. (上海恒潤達生生物科技股份有限公司) since June 2021. Prior to joining the Company, he served as a postdoctoral researcher at the National Institutes of Health from October 1995 to June 1998. From June 1998 to July 1999, he served as a research scientist at Osiris Therapeutics in the United States. From August 1999 to August 2003, he served as a biologist at the National Institutes of Health. From August 2003 to June 2005, he served as an assistant professor at the University of Texas. From June 2005 to April 2017, he served in various positions, including the senior policy advisor, assistant director of the China office, senior reviewer and presiding officer, at the United States Food And Drug Administration. From April 2017 to April 2018, he served as the chief scientist in charge of compliance and inspection at the Drug Evaluation Center of the China Food and Drug Administration (CFDA). From May 2018 to August 2019, he served as the vice president for quality (Shanghai) at WuXi Biologics Co., Ltd.* (無錫藥明生物技術股份有限公司).

As at the date of this circular, Dr. Wang is interested in 172,000 A Shares within the meaning of Part XV of the SFO, representing 0.0224% and 0.0174% of the total number of issued A Shares and issued share capital of the Company, respectively. 10,000 A Shares out of the 172,000 A Shares are directly held by Dr. Wang. He was granted 270,000 restricted A Shares on 16 November 2020 under the 2020 Restricted A Share Incentive Scheme adopted by the Company on 29 September 2020. Out of the 270,000 restricted A Shares, 108,000 restricted A Shares have been nullified on 16 November 2022. Hence, Dr. Wang remains to be interested in 162,000 restricted A Shares. As at the date of this circular, save as disclosed above, Dr. Wang 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 or controlling shareholders (as defined in the Hong Kong 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.

– 13 –

LETTER FROM THE BOARD

If Dr. Wang is appointed as an executive Director at the EGM, the Company will enter into a service contract with Dr. Wang in relation to his appointment as an 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, which is subject to retirement by rotation and re-appointment in accordance with the Articles of Association and the Hong Kong Listing Rules. The remuneration of Dr. Wang will be 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 of the Company from time to time. Dr. Wang has not entered into nor proposed to enter into any service contracts, which fall within the meaning of Rule 13.68 of the Hong Kong Listing Rules requiring the prior approval of Shareholders at general meetings, with the Company.

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

(ii) Appointment of Dr. Li as a non-executive Director

The Board has considered and approved the nomination of Dr. Li as a candidate for non-executive Director, which was proposed by Greenland Financial Holdings Group Co., Ltd. (綠地金融投資控股集團有限公司), Shanghai Jiacai Investment Management Co., Ltd. (上海加財投資管理有限公司) and Greenland Financial Overseas Investment Group Co., Ltd., all of whom are Shareholders.

The biography of Dr. Li is as follows:

Dr. Li Xin (李鑫), aged 44, obtained a Ph.D degree in Enterprise Development and Strategic Management from Fudan University in 2005 and obtained an Executive Master of Business Administration (EMBA) degree from the Tsinghua University PBC School of Finance. From September 2014 to December 2020, she served as the vice president of Greenland Financial Holdings Group Co., Ltd.. She has been serving as the vice president of Greenland Jinchuang Technology Group Co., Ltd. (綠地金創科技集團有限公司) since January 2021; a director of Greenland Digital Technology Co., Ltd. (綠地數字科技有限公司) since August 2022; and an executive director of Shanghai Jiacai Investment Management Co., Ltd. since April 2015.

As at the date of this circular, Dr. Li is interested in 12,060 A Shares and 82,854 H Shares, representing approximately 0.0016% of the total number of issued A Shares and approximately 0.038% of the total number of issued H Shares, respectively. 41,654 H Shares out of the 82,854 H Shares were indirectly held by Dr. Li through an investment fund, while the 12,060 A Shares and the remaining 41,200 H Shares were directly held by Dr. Li.

– 14 –

LETTER FROM THE BOARD

As at the date of this circular, save as disclosed above, Dr. Li has confirmed that she: (i) does not hold any position in the Company or any other subsidiaries of the Company, nor did she 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 or controlling shareholders (as defined in the Hong Kong 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 Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

If Dr. Li is appointed as a non-executive Director at the EGM, the Company will enter into a service contract with Dr. Li in relation to her appointment as a non-executive Director for a term commencing from the date of approval of her appointment at the EGM and expiring on the conclusion of the third session of the Board, which is subject to retirement by rotation and re-appointment in accordance with the Articles of Association and the Hong Kong Listing Rules. The remuneration of Dr. Li will be determined with reference to her 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 of the Company from time to time. Dr. Li has not entered into nor proposed to enter into any service contracts, which fall within the meaning of Rule 13.68 of the Hong Kong Listing Rules requiring the prior approval of Shareholders at general meetings, with the Company.

An ordinary resolution will be proposed at the EGM to consider and, if thought fit, approve the appointment of Dr. Li as a non-executive Director. If approved, the appointment of Dr. Li shall take effect on the date of 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 Friday, 20 October 2023. The Notice of EGM is set out on page 18 of this circular and 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 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 will be closed from Friday, 13 October 2023 to Friday, 20 October 2023, both days inclusive, during which period no transfer of H Shares will be registered, in order to determine the entitlements of the Shareholders to attend and vote at the EGM. In order to be eligible to attend and vote at the EGM, holders of H Shares whose

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LETTER FROM THE BOARD

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 17/F, Far East Finance Centre 16 Harcourt Road Hong Kong (for holders of H Shares) for registration before 4:30 p.m. on Thursday, 12 October 2023.

V. PROXY FORMS

A Shareholder entitled to attend and vote at the meeting may appoint one or more persons as his/her/its proxy(ies) to attend and vote on his/her/its 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 form for the EGM should be returned to the Company’s H Share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, 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 (i.e. not later than Thursday, 19 October 2023 at 2:00 p.m. (Hong Kong time)) 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 of proxy shall be deemed to be revoked.

VI. VOTING BY POLL

According to Rule 13.39(4) of the Hong Kong 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 Hong Kong Listing Rules after the EGM. 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.

VII. RECOMMENDATIONS

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

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LETTER FROM THE BOARD

VIII. RESPONSIBILITY STATEMENT

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

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

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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 [121 x 45] 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 2023 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2023 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 Friday, 20 October 2023 at 2:00 p.m., for the following purposes:

ORDINARY RESOLUTIONS[(9)]

1. The proposal in relation to the External Investment and Related Party Transaction

2. The proposal in relation to the appointment of Directors:

3. (i) The proposal in relation to the appointment of Dr. Wang as an executive Director

4. (ii) The proposal in relation to the appointment of Dr. Li as a non-executive Director

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

Shanghai, PRC, 27 September 2023

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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 Friday, 13 October 2023 to Friday, 20 October 2023, 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for holders of H shares) before 4:30 p.m. on Thursday, 12 October 2023, 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 17/F, Far East Finance Centre, 16 Harcourt Road, 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. Unless otherwise stated, capitalized terms used herein shall have the same meanings as that defined in the circular of the Company dated 27 September 2023 (“ Circular ”). 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/).

As at the date of this announcement, the board of directors of the Company comprises Mr. Xiong Jun, Dr. Li Ning, Mr. Zhang Zhuobing, Dr. Yao Sheng, Mr. Li Cong and Dr. Zou Jianjun as executive directors; Dr. Feng Hui and Mr. Tang Yi as non-executive Directors; and Dr. Roy Steven Herbst, Mr. Qian Zhi, Mr. Zhang Chun, Dr. Feng Xiaoyuan and Dr. Meng Anming as independent non-executive directors.

• For identification purpose only.

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