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Shanghai Junshi Biosciences Co., Ltd. Proxy Solicitation & Information Statement 2024
50236_rns_2024-11-29_7d83e56c-7447-4db3-933b-4abbc39101a5.pdf
Proxy Solicitation & Information Statement
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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.
君实生物
TopAlliance
SHANGHAI JUNSHI BIOSCIENCES CO., LTD.*
上海君寶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) UTILIZATION OF REMAINING OVER-SUBSCRIPTION PROCEEDS FOR PERMANENT REPLENISHMENT OF LIQUIDITY
(2) ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTORS
(3) CHANGE OF REGISTERED ADDRESS IN THE PRC, PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE INDUSTRIAL AND COMMERCIAL REGISTRATION OF THE CHANGES
A letter from the Board is set out on pages 3 to 9 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 December 2024 at 2:30 p.m. is set out on pages 17 to 18 of this circular.
The corresponding forms of proxy for 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). Whether or not you are able to attend the EGM, you are reminded to complete, sign and return the corresponding form 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 purposes only
29 November 2024
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
APPENDIX I - UTILIZATION OF REMAINING OVER-
SUBSCRIPTION PROCEEDS FOR PERMANENT
REPLENISHMENT OF LIQUIDITY ... 10
APPENDIX II - PROPOSED AMENDMENTS TO THE ARTICLES
OF ASSOCIATION ... 16
NOTICE OF EGM ... 17
-i-
DEFINITIONS
Unless the context otherwise requires, the following expressions in this circular have the following meanings:
“A Shares” 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
“Articles of Association” or “Articles” the articles of association of the Company
“Board of Directors” or “Board” the board of Directors
“Board of Supervisors” the board of supervisors of the Company
“Chairman” chairman of the Board of Directors
“Company” Shanghai Junshi Biosciences Co., Ltd.* 上海君寶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
“Director(s)” the director(s) of the Company
“EGM” the first extraordinary general meeting in 2024 of the Company to be held on Friday, 20 December 2024 (and any adjournment thereof)
“H Share(s)” overseas-listed share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which are traded in Hong Kong dollars and are listed on the main board of the Hong Kong Stock Exchange
“H Shareholder(s)” holder(s) of H Shares
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Hong Kong Listing Rules” or “Listing Rules” the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange, as amended, supplemented or otherwise modified from time to time
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DEFINITIONS
"Hong Kong Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Independent Non-executive Director(s)"
the independent non-executive Director(s) of the Company
"Notice of EGM"
the notice of the EGM dated 29 November 2024, a copy of which is set out on pages 17 to 18 of this circular
"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
"PRC Company Law"
the Company Law of the PRC (《中華人民共和國公司法》), as amended, supplemented or otherwise modified from time to time
"Remuneration and Appraisal Committee"
the remuneration and appraisal committee of the Company
"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 Stock Exchange"
the Shanghai Stock Exchange (上海證券交易所)
"Share(s)"
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 (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
LETTER FROM THE BOARD
君实生物 TopAlliance
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 (Vice Chairman)
Dr. Zou Jianjun (Chief Executive Officer and General Manager)
Mr. Li Cong (Co-Chief Executive Officer)
Mr. Zhang Zhuobing
Dr. Yao Sheng
Dr. Wang Gang
Dr. Li Xin
Non-executive Director:
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:
Mr. Zhang Chun
Dr. Feng Xiaoyuan
Dr. Meng Anming
Dr. Yang Yue
To the Shareholders
Dear Sir or Madam,
(1) UTILIZATION OF REMAINING OVER-SUBSCRIPTION PROCEEDS FOR PERMANENT REPLENISHMENT OF LIQUIDITY
(2) ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTORS
(3) CHANGE OF REGISTERED ADDRESS IN THE PRC, PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE INDUSTRIAL AND COMMERCIAL REGISTRATION OF THE CHANGES
I. INTRODUCTION
The purpose of this circular is to provide you with information regarding resolutions to be proposed at the EGM to enable you to make informed decisions on whether to vote for or against the proposed resolutions at the EGM.
LETTER FROM THE BOARD
At the EGM, the following resolutions will be proposed to consider and, if thought fit, approve:
Ordinary Resolutions
(1) the utilization of remaining over-subscription proceeds from the STAR Market Listing for permanent replenishment of liquidity;
(2) the election of Independent Non-executive Directors, including the election of Mr. Li Zhongxian ("Mr. Li") and Ms. Lu Kun ("Ms. Lu") as Independent Non-executive Directors;
Special Resolution
(3) the change of registered address in the PRC, proposed amendments to the Articles of Association and the industrial and commercial registration of the changes.
II. DETAILS OF THE RESOLUTIONS
(1) Utilization of remaining 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 remaining 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 remaining over-subscription proceeds from the STAR Market Listing for the permanent replenishment of liquidity are set out in Appendix I to this circular.
(2) Election of Independent Non-executive Directors
Ordinary resolutions will be proposed at the EGM to consider and, if thought fit, approve the election of Independent Non-executive Directors, including (i) the election of Mr. Li as an Independent Non-executive Director; and (ii) the election of Ms. Lu as an Independent Non-executive Director.
LETTER FROM THE BOARD
(i) Election of Mr. Li as an Independent Non-executive Director
The Board has considered and approved the nomination of Mr. Li as a candidate for independent non-executive Director. The biography of Mr. Li is as follows:
Mr. Li Zhongxian (鄒仲賢), aged 68, holds qualifications of postgraduate, senior auditor, and China's senior certified public accountant. He successively served as a staff member, deputy section chief and section chief of the Jiangsu Provincial Audit Office (江蘇省審計廳), the deputy director (deputy division) of the Audit Firm of Jiangsu Province (江蘇省審計事務所), the deputy director of Jiangsu Tianhua Dapeng Certified Public Accountants (江蘇天華大彭會計師事務所), the general manager of Jiangsu Fuhua Engineering Cost Consulting Co., Ltd. (江蘇富華工程造價諮詢有限公司), the vice chairman and deputy director of Jiangsu Branch of Zhongxinghua Certified Public Accountants LLP (special general partnership) (中興華會計師事務所(特殊普通合夥)江蘇分所), and the executive director of Jiangsu Branch of Asia Pacific (Group) Certified Public Accountants LLP (special general partnership) (亞太(集團)會計師事務所(特殊普通合夥)江蘇分所), etc. He currently serves as the executive director of Jiangsu Branch of Reanda Certified Public Accountants LLP (special general partnership) (利安達會計師事務所(特殊普通合夥)江蘇分所) since September 2023. He has been an independent director of Zhejiang Hengtong Holding Co., Ltd. (浙江亨通控股股份有限公司) (a company listed on Shanghai Stock Exchange with stock code 600226.SH) since December 2022.
As at the Latest Practicable Date, save as disclosed above, Mr. Li 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. Li is elected as an Independent Non-executive Director at the EGM, the Company will enter into a service contract with Mr. Li in relation to his election as an Independent Non-executive Director for a term commencing from the date of approval of his election at the EGM and expiring on the conclusion of the fourth 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. The remuneration of Mr. Li 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 from time to time. Mr. Li 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.
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LETTER FROM THE BOARD
Save as disclosed above, there are no other matters concerning Mr. Li’s election 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 election of Mr. Li as an Independent Non-executive Director. If approved, the appointment of Mr. Li shall take effect on the date of the EGM.
(i) Election of Ms. Lu as an Independent Non-executive Director
The Board has considered and approved the nomination of Ms. Lu as a candidate for Independent Non-executive Director. The biography of Ms. Lu is as follows:
Ms. Lu, aged 48, graduated from Zhongnan University of Economics and Law (中南財經政法大學) with a major in economic law in September 1997, and obtained a master’s degree in law from Wuhan University (武漢大學) in September 2004. From July 2005 to September 2016, she served as general manager of the Wuhan branch of Industrial Bank Co., Ltd.. From June 2017 to January 2019, she served as general manager of Horizon Consulting Pty Ltd, and from January 2019 to present, she has served as deputy general manager of Metro Healthcare and Social Infrastructure Pty Ltd.
As at the Latest Practicable Date, save as disclosed above, Ms. Lu 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 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 Ms. Lu is elected as an Independent Non-executive Director at the EGM, the Company will enter into a service contract with Ms. Lu in relation to her election as an Independent Non-executive Director for a term commencing from the date of approval of her election at the EGM and expiring on the conclusion of the fourth 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. The remuneration of Ms. Lu 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 from time to time. Ms. Lu 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.
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LETTER FROM THE BOARD
Save as disclosed above, there are no other matters concerning Ms. Lu’s election 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 election of Ms. Lu as an Independent Non-executive Director. If approved, the appointment of Ms. Lu shall take effect on the date of the EGM.
(3) Change of registered address in the PRC, proposed amendments to the Articles of Association and the industrial and commercial registration of the changes
References are made to the announcements of the Company dated 29 November 2024 in relation to the change of registered address in the PRC, proposed amendments to the Articles of Association and the industrial and commercial registration of the changes.
In accordance with the PRC Company Law and relevant regulations, the Company proposes to amend the Articles of Association. Details of the proposed amendments to the Articles of Association are set out in Appendix II to this circular.
Save for the proposed amendments to the Articles of Association set out in Appendix II to this circular, other provisions of the Articles of Association remain unchanged. In the event of any discrepancy between the English translation and the Chinese version of the proposed amendments to Articles of Association, the Chinese version shall prevail.
The proposed amendments to the Articles of Association 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 2:30 p.m. on Friday, 20 December 2024. The Notice of EGM is set out on pages 17 to 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 form of proxy for use at the EGM is 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/).
LETTER FROM THE BOARD
IV. CLOSURE OF REGISTER OF MEMBERS OF H SHARES
The register of members of H Shares will be closed from Monday, 16 December 2024 to Friday, 20 December 2024, 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 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 Friday, 13 December 2024.
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 December 2024 at 2:30 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 68 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.
LETTER FROM THE BOARD
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.
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.
IX. FURTHER INFORMATION
Your attention is drawn to the appendices to this circular.
By Order of the Board
Shanghai Junshi Biosciences Co., Ltd.*
Mr. Xiong Jun
Chairman
29 November 2024
- For identification purposes only
APPENDIX I
UTILIZATION OF REMAINING OVER-SUBSCRIPTION PROCEEDS FOR PERMANENT REPLENISHMENT OF LIQUIDITY
The Company considered and approved the “Proposal on Utilizing the Remaining Surplus Proceeds for Permanent Replenishment of Liquidity” (《關於使用剩餘超募資金永久補充流動資金的議案》) at the fourth meeting of the fourth session of the Board of Directors and the third meeting of the fourth session of the Board of Supervisors held on 29 October 2024, under which consent was given to permanently replenish its liquidity by using the remaining surplus proceeds amounting to approximately RMB189.769 million (including, among others, interest and cash management proceeds, as well as unutilized portion of the previous replenishment of liquidity by using surplus proceeds, subject to the actual remitted amount), representing 10.56% of the total surplus proceeds. Upon the permanent replenishment of liquidity by using the remaining surplus proceeds, the balance of the Company’s account for surplus proceeds will be RMB0. The Company will cancel the special account for such proceeds in accordance with the regulations. The matter is subject to 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 (the “CSRC”) 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. RSM China (容誠會計師事務所(特殊普通合夥)) has verified the availability of the proceeds from the public offering and 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 the proceeds was entered into by the Company, the sponsor institution, and the commercial bank in which the proceeds were deposited. The Company also signed the “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 in which the proceeds were deposited.
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APPENDIX I
UTILIZATION OF REMAINING OVER-SUBSCRIPTION
PROCEEDS FOR PERMANENT REPLENISHMENT OF LIQUIDITY
II. USE OF PROCEEDS
(I) The investment projects and the planned use of proceeds from the Initial Public Offering of the Company are as follows:
| No. | Name of project | Total investment amount (RMB'0,000) | Proceeds intended to be invested (RMB'0,000) |
|---|---|---|---|
| 1 | R&D projects of innovative drugs | 120,000.00 | 120,000.00 |
| 2 | Junshi Biotech Industrialization | ||
| Lingang Project | 180,000.00 | 70,000.00 | |
| 3 | Repayment of bank loans and replenishment of liquidity | 80,000.00 | 80,000.00 |
| Total | 380,000.00 | 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) Use of surplus proceeds
- On 29 September 2020, the “Proposal 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. The independent non-executive directors of the Company provided express consent to the above matter, and the sponsor institution issued verification opinions. Such matter was considered and approved at the 2020 third extraordinary general meeting of the Company on 16 November 2020. 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》) (Announcement No.: Lin 2020-024) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on 30 September 2020.
APPENDIX I
UTILIZATION OF REMAINING OVER-SUBSCRIPTION PROCEEDS FOR PERMANENT REPLENISHMENT OF LIQUIDITY
-
On 15 November 2021, the “Proposal on 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 provided express consent to the above matter, and the sponsor institution issued verification opinions. The matter was considered and approved at the 2021 first extraordinary general meeting of the Company on 16 December 2021. For details, please refer to the “Announcement on 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》) (Announcement No.: Lin 2021-075) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on 16 November 2021.
-
On 6 December 2022, the “Proposal on 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 sixteenth meeting of the third session of the Board of Directors and the fourteenth 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 provided express consent to the above matter, and the sponsor institution issued verification opinions. The matter was considered and approved at the 2022 annual general meeting of the Company on 30 June 2023. For details, please refer to the “Announcement on 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》) (Announcement No.: Lin 2022-095) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on 7 December 2022.
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On 8 September 2023, the “Proposal on the Plan in Relation to the Repurchase of the Company’s Shares through Centralized Price Bidding” (《關於以集中競價交易方式回購公司股份方案的議案》) was considered and approved at the twenty-second meeting of the third session of the Board of Directors for the Company to repurchase its shares through centralized price bidding. The total amount of funds for the repurchase shall be no less than RMB30 million (inclusive) and no more than RMB60 million (inclusive); the repurchase price shall not exceed RMB58/share (inclusive); the repurchase period shall be within 12 months from the date of consideration and approval of the share repurchase plan by the Board of Directors of the Company. The funds for the repurchase shall be from part of the surplus proceeds from the initial public offering of RMB-denominated ordinary shares of the Company. For details,
APPENDIX I
UTILIZATION OF REMAINING OVER-SUBSCRIPTION PROCEEDS FOR PERMANENT REPLENISHMENT OF LIQUIDITY
please refer to the “Announcement on the Plan in Relation to the Repurchase of Shares through Centralized Price Bidding” (《關於以集中競價交易方式回購股份方案的公告》) (Announcement No.: Lin 2023-058) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on 11 September 2023. As of 30 October 2024, the Company has completed the share repurchase plan, and had actually used surplus proceeds of RMB30,883,207.73 for share repurchase.
III. PLAN ON THE PERMANENT REPLENISHMENT OF LIQUIDITY BY USING THE REMAINING SURPLUS PROCEEDS
To the extent that it does not affect the capital needs and normal progress of the investment projects funded with the 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 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 Proceeds 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 remaining surplus proceeds amounting to approximately RMB189.769 million (including, among others, interest and cash management proceeds, as well as unutilized portion of the previous replenishment of liquidity by using surplus proceeds, subject to the actual remitted amount), which will be mainly used for expenses related to the Company's principal business.
The remaining surplus proceeds to be used for the permanent replenishment of liquidity account for $10.56\%$ of the total surplus proceeds. The cumulative amount of the use of surplus proceeds for permanent replenishment of liquidity over the past 12 months has not exceeded $30\%$ of the total surplus proceeds from the initial public offering, and thus has not violated the relevant regulations of the CSRC and the Shanghai Stock Exchange regarding the use of proceeds by listed companies. Upon the permanent replenishment of liquidity by using the remaining surplus proceeds, the balance of the Company's account for surplus proceeds will be RMB0. The Company will cancel the special account for such proceeds in accordance with the regulations.
APPENDIX I
UTILIZATION OF REMAINING OVER-SUBSCRIPTION
PROCEEDS FOR PERMANENT REPLENISHMENT OF LIQUIDITY
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 other production and operation activities 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, which is in line with laws and regulations.
The Company undertakes to only use the liquidity replenished with the remaining 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 the remaining 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
The Company considered and approved the "Proposal on Utilizing the Remaining Surplus Proceeds for Permanent Replenishment of Liquidity" (《關於使用剩餘超募資金永久補充流動資金的議案》) at the fourth meeting of the fourth session of the Board of Directors and the third meeting of the fourth session of the Board of Supervisors held on 29 October 2024, under which consent was given to permanently replenish its liquidity by using the remaining surplus proceeds amounting to approximately RMB189.769 million (including, among others, interest and cash management proceeds, as well as unutilized portion of the previous replenishment of liquidity by using surplus proceeds, subject to the actual remitted amount). The matter is subject to consideration and approval at the general meeting.
VI. SPECIAL OPINIONS
(I) Opinion of the Board of Supervisors
The Board of Supervisors of the Company is of the view that, the permanent replenishment of liquidity by using the remaining surplus proceeds 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 will 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 a disguised form 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
APPENDIX I
UTILIZATION OF REMAINING OVER-SUBSCRIPTION PROCEEDS FOR PERMANENT REPLENISHMENT OF LIQUIDITY
"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 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 Proceeds Raised 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 Board of Supervisors of the Company gives a consent to the Company for the permanent replenishment of liquidity by using the remaining surplus proceeds amounting to approximately RMB189.769 million (including, among others, interest and cash management proceeds, as well as unutilized portion of the previous replenishment of liquidity by using surplus proceeds, subject to the actual remitted amount), which will be proposed to the general meeting for consideration.
(II) Verification opinion of the sponsor institution
Upon verification, Haitong Securities Co., Ltd., the sponsor institution of the Company, is of the opinion that:
The permanent replenishment of liquidity by using the remaining surplus proceeds has been considered and approved by the Board of Directors and Board of Supervisors of the Company, and will be proposed to the general meeting for consideration. The permanent replenishment of liquidity by using the remaining surplus proceeds 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 will 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 a disguised form or become detrimental to the interests of the shareholders of the Company, which is in compliance with relevant requirements 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 "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 the "Guideline No. 1 for the 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指引第1號-規範運作》) as well as the requirements under the management policy on proceeds of the Company. The sponsor institution has no objection to the permanent replenishment of liquidity by using the remaining surplus proceeds, which will be subject to the consideration and approval at the general meeting of the Company.
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For identification purpose only
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APPENDIX II
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Details of the proposed amendments to the Articles of Association are as follows:
| Provisions of Current Articles | Provisions of Amended Articles |
|---|---|
| Article 3 | |
| Address of the Company: Room 1003, Level 10, Building 2, Nos. 36 and 58, Hai Qu Road, China (Shanghai) Pilot Free Trade Zone | |
| Telephone: 021-6105-8800 | |
| Fax: 021-6175-7377 | |
| Postal code: 201203 | Article 3 |
| Address of the Company: Level 4, No. 987, Cai Lun Road, China (Shanghai) Pilot Free Trade Zone | |
| Telephone: 021-6105-8800 | |
| Fax: 021-6175-7377 | |
| Postal code: 201203 |
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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 notice, 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 notice.
君实生物
TopAlliance
SHANGHAI JUNSHI BIOSCIENCES CO., LTD.*
上海君寶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 2024 FIRST EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2024 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 December 2024 at 2:30 p.m., for the following purposes:
ORDINARY RESOLUTIONS(9)
- The proposal in relation to the utilization of remaining over-subscription proceeds for permanent replenishment of liquidity
- The proposal in relation to the election of Independent Non-executive Directors:
(i) The proposal in relation to the election of Mr. Li Zhongxian as an Independent Non-executive Director of the fourth session of the Board of Directors
(ii) The proposal in relation to the election of Ms. Lu Kun as an Independent Non-executive Director of the fourth session of the Board of Directors
SPECIAL RESOLUTION(9)
- The proposal in relation to the change of registered address in the PRC, proposed amendments to the Articles of Association and the industrial and commercial registration of the changes.
By Order of the Board
Shanghai Junshi Biosciences Co., Ltd.*
Mr. Xiong Jun
Chairman
Shanghai, the PRC, 29 November 2024
NOTICE OF EGM
Notes:
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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.
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The register of members of H shares of the Company will be closed from Monday, 16 December 2024 to Friday, 20 December 2024, 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 Friday, 13 December 2024, being the last share registration date.
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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.
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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).
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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.
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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.
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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/she 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.
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Unless otherwise stated, capitalized terms used herein shall have the same meanings as that defined in the circular of the Company dated 29 November 2024 ("Circular"). References to times and dates in this notice are to Hong Kong local times and dates.
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Further details of the resolutions have been included in the Circular.
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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 notice, the Board of Directors of the Company comprises Mr. Xiong Jun, Dr. Li Ning, Dr. Zou Jianjun, Mr. Li Cong, Mr. Zhang Zhuobing, Dr. Yao Sheng, Dr. Wang Gang and Dr. Li Xin as executive Directors; Mr. Tang Yi as non-executive Director; and Mr. Zhang Chun, Dr. Feng Xiaoyuan, Dr. Meng Anming, and Dr. Yang Yue as independent non-executive Directors.
- For identification purpose only.