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)

2024 ANNUAL REPORTS AND ACCOUNTS

2024 PROFIT DISTRIBUTION PLAN

CREDIT LINES FROM FINANCIAL INSTITUTION(S) FOR 2025

DIRECTORS' AND SUPERVISORS' REMUNERATION

APPOINTMENT OF AUDITORS

ADJUSTMENT TO THE USE OF PROCEEDS

FROM THE 2022 ISSUANCE OF A SHARES

ESTIMATED EXTERNAL GUARANTEE QUOTA FOR 2025

GENERAL MANDATE TO ISSUE DEBT FINANCING INSTRUMENTS

GENERAL MANDATE TO ISSUE A SHARES AND/OR H SHARES

A letter from the Board is set out on pages 4 to 31 of this circular. The notices convening the AGM to be held at 15th Floor, Building 7, No. 6, Lane 100, Pingjiaqiao Road, Pudong New Area, Shanghai, the PRC on Friday, 20 June 2025 at 2:30 p.m. are set out on pages 58 to 66 of this circular.

The form of proxy for the AGM has 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 AGM, you are reminded to complete, sign and return the form of proxy in accordance with the instructions printed thereon. For holders of H Shares, the form(s) of proxy for the AGM 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 AGM or any adjournment thereof. Completion and return of the form(s) of proxy will not preclude you from attending the AGM 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 May 2025

CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
APPENDIX I - 2024 REPORT OF THE BOARD OF DIRECTORS ... 32
APPENDIX II - 2024 REPORT OF THE BOARD OF SUPERVISORS ... 38
APPENDIX III - 2024 FINANCIAL ACCOUNTS REPORT ... 43
APPENDIX IV - ESTIMATED EXTERNAL GUARANTEE QUOTA FOR 2025 ... 49
NOTICE OF 2024 AGM ... 58

DEFINITIONS

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

“2022 Issuance of A Shares” the issuance of 70,000,000 A Shares to 17 target subscribers on 2 December 2022 at the issue price of RMB53.95 per A Share

“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

“AGM” or “2024 AGM” the annual general meeting of the Company to be held on Friday, 20 June 2025 (and any adjournment thereof)

“Articles of Association” or “Articles” the articles of association of the Company

“associate(s)” has the meaning ascribed to it under the Hong Kong Listing Rules

“Audit Committee” the audit committee of the Company

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

“Board of Supervisors” the board of Supervisors

“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

“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

DEFINITIONS

“H Shareholder(s)”	holder(s) of H Shares
“HKD”	Hong Kong dollars, the lawful currency of Hong Kong
“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
“Hong Kong Stock Exchange”	The Stock Exchange of Hong Kong Limited
“IFRS”	International Financial Reporting Standards
“Independent Non-executive Director(s)”	the independent non-executive Director(s)
“Latest Practicable Date”	29 May 2025, being the latest practicable date prior to the publication of this circular of ascertaining certain information herein
“Nomination Committee”	the nomination committee of the Company
“Notice of AGM”	the notice of the AGM dated 29 May 2025, a copy of which is set out on pages 58 to 66 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
“PRC GAAP”	the PRC Generally Accepted Accounting Principles
“PRC Securities Law”	the Securities Law of the PRC (《中華人民共和國證券法》), as amended, supplemented or otherwise modified from time to time
“Remuneration and Appraisal Committee”	the remuneration and appraisal committee of the Company

DEFINITIONS

“Reporting Period”	the year ended 31 December 2024
“RMB”	Renminbi, the lawful currency of the PRC
“R&D”	research and development
“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 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》)
“Supervisor(s)”	the supervisor(s) of the Company
“treasury share(s)”	has the meaning ascribed to it under the Listing Rules, as amended, supplemented or otherwise modified from time to time
“%”	per cent

LETTER FROM THE BOARD

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)

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

Registered address, headquarters and principal place of business in the PRC:

Level 4, No. 987 Cai Lun Road

China (Shanghai) Pilot Free Trade Zone

The PRC

Principal place of business in Hong Kong:

Room 1918, 19/F, Lee Garden One

33 Hysan Avenue

Causeway Bay

Hong Kong

Non-executive Director:

Mr. Tang Yi

Independent Non-executive Directors:

Mr. Zhang Chun

Dr. Feng Xiaoyuan

Dr. Yang Yue

Mr. Li Zhongxian

Ms. Lu Kun

To the Shareholders

Dear Sir or Madam,

I. INTRODUCTION

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

For identification purposes only

LETTER FROM THE BOARD

At the AGM, the following resolutions will be proposed to consider and, if thought fit, approve:

Ordinary Resolutions

(1) the 2024 Report of the Board of Directors;
(2) the 2024 Report of the Board of Supervisors;
(3) the 2024 Annual Report and its summary;
(4) the 2024 Financial Accounts Report;
(5) the 2024 Profit Distribution Plan;
(6) the application for financing and credit lines from financial institution(s) for 2025;
(7) the remuneration of Directors for 2025;
(8) the remuneration of Supervisors for 2025;
(9) the appointment of the PRC and overseas auditors for 2025;
(10) the changes in and adjustment of amounts of certain investment sub-projects of the 2022 Issuance of A Shares;

Special Resolutions

(11) the estimated external guarantee quota for 2025;
(12) the grant of the general mandate to issue domestic and/or overseas debt financing instruments;
(13) the grant of the general mandate to issue additional A Shares and/or H Shares.

II. DETAILS OF THE RESOLUTIONS

(1) 2024 Report of the Board of Directors

An ordinary resolution will be proposed at the AGM to consider and approve the 2024 Report of the Board of Directors. Full text of the report is set out in Appendix I to this circular.

(2) 2024 Report of the Board of Supervisors

An ordinary resolution will be proposed at the AGM to consider and approve the 2024 Report of the Board of Supervisors. Full text of the report is set out in Appendix II to this circular.

LETTER FROM THE BOARD

(3) 2024 Annual Report and its summary

An ordinary resolution will be proposed at the AGM to consider and approve the 2024 Annual Report and its summary.

The 2024 annual report of the Group (for A Shares and prepared in accordance with PRC GAAP) and its summary are set out and published on the websites of the Shanghai Stock Exchange (http://www.sse.com.cn), the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (www.junshipharma.com) on 27 March 2025.

The 2024 annual report of the Group (for H Shares and prepared in accordance with IFRS) is set out and published on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk), the Shanghai Stock Exchange (http://www.sse.com.cn) and the Company (www.junshipharma.com) on 25 April 2025.

(4) 2024 Financial Accounts Report

An ordinary resolution will be proposed at the AGM to consider and approve the 2024 Financial Accounts Report. Full text of the report is set out in Appendix III to this circular.

(5) 2024 Profit Distribution Plan

An ordinary resolution will be proposed at the AGM to consider and approve the 2024 Profit Distribution Plan of the Company.

Based on the Company's actual financial, operational and development status, as at the end of the Reporting Period, the Company did not record profit available for distribution. The Company has decided not to make any profit distribution, and not to convert any capital reserve to increase its registered capital, for the year 2024.

(6) Application for financing and credit lines from financial institution(s) for 2025

An ordinary resolution will be proposed at the AGM to consider and approve the Company's application to bank(s) for financing and credit lines for 2025.

To support the production and operations of the Company as well as the rapid development of project construction, the Company and/or its subsidiaries intend to apply for financing and credit lines from financial institution(s) of no more than RMB8 billion in aggregate from bank(s) and non-bank financial institution(s) with a validity period commencing from the date of approval of this resolution at the 2024 AGM and ending on the date of convening the 2025 annual general meeting. During the financing credit period, the financing credit lines can be utilized on a revolving basis. The actual amount of financing credit lines shall be subject to the approval of relevant bank(s) and other financial institution(s), and the actual loan amount shall be determined based on the actual capital needs of the Company in its operation. The specific financing credit modes include but are not limited

LETTER FROM THE BOARD

to non-current capital loan, current capital loan, bank's acceptance bill, middle and long-term loan, letter of credit, letter of guarantee, offshore financing against domestic guarantee, domestic financing against offshore guarantee, financial leasing, factoring, trust loans etc. The proposed application for financing and credit lines will support the capital demands for the Company's business development.

It is also proposed at the general meeting that the Board or its designated person(s) be authorized to handle relevant matters for obtaining the financing and credit lines within the above limit. In addition, the Board has proposed at the general meeting that subject to the grant of the above authorization, unless otherwise stipulated by relevant laws and regulations, the Board intends to delegate the above authorization to the Chairman and person(s) authorized by the Chairman in accordance with the scope of authorization granted at the general meeting.

(7) Remuneration of Directors for 2025

Ordinary resolutions will be proposed at the AGM to consider and approve the remuneration of Directors for 2025.

To further optimize the governance structure of the Company, improve the management standard of the Company, establish and refine the managerial incentive and restraint mechanism, fully mobilize the initiative and creativity of the Directors, ensure the healthy, sustainable and stable development of the Company, as well as enhance and standardize the management on the remuneration of Directors, the Company proposes to formulate the remuneration plan for Directors for 2025 in accordance with the PRC Company Law, the STAR Market Listing Rules, the Hong Kong Listing Rules and other relevant laws and regulations, as well as the Articles of Association, the terms of reference of the Remuneration and Appraisal Committee and other relevant requirements, and with reference to the outstanding contribution of the Directors as well as the market rate for remuneration of listed companies.

The remuneration of the Directors is mainly determined based on the corporate economic benefits, their duties and actual performance with reference to various factors such as the remuneration level of the industry.

(8) Remuneration of Supervisors for 2025

Ordinary resolutions will be proposed at the AGM to consider and approve the remuneration of Supervisors for 2025.

In accordance with the PRC Company Law, the STAR Market Listing Rules, the Hong Kong Listing Rules and other relevant laws and requirements, as well as the Articles of Association and other relevant requirements, as well as the remuneration level of the industry and geographical location in which the Company is situated, annual operational conditions and duties of the role, the proposal for the remuneration of Supervisors for 2025 are as follows: Supervisors serving in the Company will be remunerated according to their specific positions in the Company, while Supervisors not serving in the Company will not be remunerated.

LETTER FROM THE BOARD

(9) Appointment of the PRC and overseas auditors for 2025

An ordinary resolution will be proposed at the AGM to consider and approve the appointment of RSM China (Special General Partnership) (容誠會計師事務所(特殊普通合夥)) as the PRC financial report auditors and internal control auditors of the Company for the year 2025 and the appointment of Deloitte Touche Tohmatsu as the Hong Kong financial report auditors of the Company for the year 2025 to hold office from the date of such appointment until the conclusion of the next annual general meeting of the Company, and to authorize the Board of Directors to implement matters relating to their engagement.

The above proposal on the appointment of the PRC financial report auditors, internal control auditors and Hong Kong financial report auditors for 2025 was considered and approved at the meeting of the Board held on 27 March 2025.

(10) Changes in and adjustment of amounts of certain investment sub-projects of the 2022 Issuance of A Shares

An ordinary resolution will be proposed at the AGM to consider and approve the changes in and adjustment of amounts of certain investment sub-projects of the 2022 Issuance of A Shares.

I. Adjustments to the use of proceeds

In view of the R&D progress of the Company’s product candidates and subsequent market competition, in order to improve the efficiency and effectiveness of the use of proceeds, optimize the allocation of resources, consolidate the R&D pipelines with greater potential of international development and better advantages in competitive differentiation, and improve the income-generating capacity of commercialization, the Company proposes to make adjustments (the “Adjustments”) to certain uses of proceeds under the “R&D projects of innovative drugs” from the 2022 Issuance of A Shares as follows. The total amount of proceeds proposed to be used in the investment projects of the Company prior to and after such changes will remain unchanged.

(i) New investment in sub-projects “JS207 domestic and overseas R&D”, “JS107 domestic and overseas R&D”, “JS125 domestic and overseas R&D”, “JT002 domestic and overseas R&D”, “JS203 domestic and overseas R&D” and “JS015 domestic and overseas R&D”, which will be funded with the proceeds reallocated from the sub-projects with their investment reduced; and

(ii) Reduction of investment in the sub-projects “JS001 subsequent domestic and overseas R&D”, “JS004 domestic and overseas R&D”, “JS007 domestic R&D”, “JS014 domestic R&D”, “JS110 domestic and overseas R&D”, “JS111 domestic and overseas R&D”, “JS112 domestic and overseas R&D”, “JS113 domestic and overseas R&D”, “JS013 domestic and overseas R&D”, “JS018 domestic R&D”,

LETTER FROM THE BOARD

"JS120 domestic and overseas R&D", "JS121 domestic and overseas R&D", "JS122 domestic and overseas R&D" and "JS123 domestic and overseas R&D", with all the reduced proceeds to be reallocated to the sub-projects with new investment.

Details of the Adjustments are set forth below:

Unit: RMB'0,000

No.	Sub-project name	Indication	Clinical phase	Proposed investment amount before the Adjustment	Invested amount as at 31 December 2024	Changes in amount	Proposed investment amount after the Adjustment
1	JS207 domestic and overseas R&D	Advanced solid tumors such as lung cancer, breast cancer, liver cancer and colorectal cancer	II and III	-	-	76,674.44	76,674.44
2	JS107 domestic and overseas R&D	Advanced solid tumors such as gastric cancer	III	-	-	37,300.00	37,300.00
		Advanced solid tumors	I	2,200.00	1,875.10	500.00	2,700.00
3	JS125 domestic and overseas R&D	Solid tumors such as colorectal cancer	I, II and III	-	-	16,000.00	16,000.00
4	JT002 domestic and overseas R&D	Allergic rhinitis	I, II and III	-	-	15,950.70	15,950.70
5	JS203 domestic and overseas R&D	Lymphoma	II and III	-	-	11,000.00	11,000.00
6	JS015 domestic and overseas R&D	Advanced solid tumors such as gastrointestinal cancer	III	-	-	3,000.00	3,000.00
7	JS001 subsequent domestic and overseas R&D	Intrahepatic cholangiocarcinoma, gastric cancer	III	52,900.00	21,545.63	-17,638.45	35,261.55
		Head and neck squamous cell carcinoma	III	33,100.00	-	-33,100.00	-
8	JS004 domestic and overseas R&D	Lymphoma	III	20,900.00	1,805.96	-14,926.89	5,973.11
		Extensive-stage small cell lung cancer		25,800.00	-	-25,800.00	-
		Non-small cell lung cancer		39,800.00	-	-39,800.00	-
9	JS007 domestic R&D	Advanced solid tumors	I	3,500.00	378.82	-2,947.54	552.46
10	JS014 domestic R&D	Advanced solid tumors	I	3,100.00	587.71	-2,487.40	612.60

LETTER FROM THE BOARD

No.	Sub-project name	Indication	Clinical phase	Proposed investment amount before the Adjustment	Invested amount as at 31 December 2024	Changes in amount	Proposed investment amount after the Adjustment
11	JS110 domestic and overseas R&D	Advanced or recurrent endometrial cancer	III	6,630.00	–	-6,630.00	–
		Myelofibrosis, endometrial cancer	I, II and III	–	–	5,733.25	5,733.25
12	JS111 domestic and overseas R&D	Non-small cell lung cancer with EGFR ex20ins mutations	III	7,114.50	–	-7,114.50	–
		Non-small cell lung cancer without EGFR C797S mutations	III	9,486.00	–	-9,486.00	–
		Non-small cell lung cancer with common EGFR mutations	I, II and III	–	–	10,149.00	10,149.00
		Non-small cell lung cancer with uncommon EGFR mutations	II	1,989.00	201.46	-1,693.10	295.90
13	JS112 domestic and overseas R&D	Advanced solid tumors	I	2,278.68	159.09	-2,099.77	178.91
14	JS113 domestic and overseas R&D	Advanced non-small cell lung cancer	I	1,621.80	38.06	-1,583.74	38.06
15	JS013 domestic and overseas R&D	Solid tumors	I	3,000.00	–	-3,000.00	–
16	JS018 domestic R&D	Advanced solid tumors	I	3,500.00	–	-3,500.00	–
17	JS120 domestic and overseas R&D	Advanced tumors	I	900.00	–	-900.00	–
18	JS121 domestic and overseas R&D	Advanced solid tumors	I	1,500.00	–	-1,500.00	–
19	JS122 domestic and overseas R&D	Advanced solid tumors	I	900.00	–	-900.00	–
20	JS123 domestic and overseas R&D	Advanced solid tumors	I	1,200.00	–	-1,200.00	–
		Total		221,419.98	26,591.83	–	221,419.98

– 10 –

LETTER FROM THE BOARD

II. Reasons for the Adjustments

1. Additional investment in the sub-project “JS207 domestic and overseas R&D”

JS207 is a recombinant humanized anti-PD-1/VEGF bispecific antibody self-developed by the Company, mainly used for the treatment of advanced malignant tumors. In view of the co-expression of VEGF and PD-1 in the tumor microenvironment, JS207 can simultaneously bind to PD-1 and VEGFA with high affinity, block the binding of PD-1 to PD-L1 and PD-L2 while blocking the binding of VEGF to the VEGF receptor. JS207 has the efficacy properties of both immunotherapeutic drugs and anti-angiogenic drugs, and can utilize the synergistic effects of immunotherapy and anti-angiogenesis to achieve better anti-tumor activity. Neutralization of VEGF can inhibit the proliferation of vascular endothelial cells, improve the tumor microenvironment, and increase the infiltration of cytotoxic T lymphocytes in the tumor microenvironment. The combination therapy with PD-1 antibody and VEGF blocking agent has shown strong efficacy in a variety of tumor types such as renal cell carcinoma, non-small cell lung cancer and hepatocellular carcinoma. Due to the strong correlation between the expression of VEGF-A and PD-1 in the tumor microenvironment, compared with combination therapy, JS207 as a single agent blocking both targets may achieve higher target binding specificity, and enhance anti-tumor activity and safety.

JS207 is designed based on the high-affinity, clinically proven and differentiated anti-PD-1 drug toripalimab as the backbone. The anti-PD-1 moiety of JS207 adopts a Fab structure to maintain binding affinity to PD-1 and thereby get a better enrichment in the tumor microenvironment. The anti-VEGF moiety has a binding affinity for human vascular endothelial growth factor that is comparable to that of bevacizumab and has demonstrated similar anti-tumor efficacy in animal models.

Currently, a number of biopharmaceutical companies are developing products focusing such target. The published clinical data has been positive, with clinical benefits increasingly validated across multiple solid tumors such as lung cancer, liver cancer, breast cancer and gastrointestinal cancer. It is expected to emerge as a potential blockbuster in the next generation of cancer immunotherapies. Currently, the phase II clinical study on JS207 is underway. Based on the preliminary clinical trial data, the Company proposes to commence pivotal clinical trials of JS207 for lung cancer, breast cancer, liver cancer, colorectal cancer and other advanced solid tumors. The clinical study of the Company on JS207 is at a relatively advanced stage among drugs with similar targets domestically and overseas, demonstrating promising prospects with significant unmet needs among the target population worldwide, indicating potential for global development. Accordingly, the Company proposes to invest proceeds of RMB766.7444 million in the clinical studies on JS207 for advanced solid tumors such as lung cancer, breast cancer, liver cancer and colorectal cancer.

11 -

LETTER FROM THE BOARD

2. Additional investment in the sub-project “JS107 domestic and overseas R&D”

JS107 is a recombinant humanized anti-Claudin18.2 monoclonal antibody-MMAE (Monomethyl auristatin E) conjugate for injection developed independently by the Company. It is an antibody-drug conjugate (ADCs) targeting tumor-related protein Claudin18.2, and is intended to be used for the treatment of advanced malignant tumors, such as gastric cancer and pancreatic cancer. JS107 can bind to Claudin18.2 on the surface of tumor cells, enter into tumor cells through endocytosis, and release the small molecule toxin MMAE, which has demonstrated strong lethality to tumor cells. JS107 also retained antibody-dependent cellular cytotoxicity (ADCC) and complement dependent cytotoxicity (CDC) effects, further killing tumor cells. Furthermore, due to the cell permeability of MMAE, JS107 can mediate indiscriminate killing of other tumor cells by way of its bystander effect, thereby improving the efficacy of treatment and inhibiting tumor recurrence. The pre-clinical in vivo pharmacodynamics showed that JS107 exhibits significant anti-tumor effect.

Currently, the phase I/II clinical trial of the JS107 monotherapy and combination therapy is underway. Based on the preliminary clinical trial data, the Company proposes to commence a pivotal clinical trial of the JS107 combination therapy for patients with gastric cancer. The Company has finished the communication with the Center for Drug Evaluation, National Medical Products Administration (CDE) regarding the phase III clinical study on patients with gastric cancer, and the project will commence in 2025. At present, the clinical study of the Company on JS107 for gastric cancer is at a relatively advanced stage among drugs with similar targets domestically and overseas, demonstrating promising prospects. Accordingly, the Company proposes to invest proceeds of RMB378 million in the clinical studies on JS107 for advanced solid tumors such as gastric cancer.

3. Additional investment in the sub-project “JS125 domestic and overseas R&D”

JS125 is a targeted histone deacetylases (“HDACs”) inhibitor, and is intended for the treatment of malignant tumors, and belongs to the class of epigenetic modulator drugs. HDACs are involved in the regulation of the balance of acetylation and deacetylation of lysine residues of histones and non-histone proteins, and their expression is known to be closely associated with the occurrence and development of various malignant tumors. HDACs have multiple subtypes. JS125 can selectively inhibit HDAC1, HDAC2 and HDAC3, and inhibit tumor by inducing cell cycle block, inhibiting angiogenesis, modulating immune response and promoting cancer cell senescence and apoptosis, thereby achieving the purpose of tumor treatment.

The Investigational New Drug (“IND”) application for JS125 was approved by the National Medical Products Administration (the “NMPA”) in September 2024. Currently, the phase I/II clinical study is underway as scheduled. Based on the preliminary trial data, the Company proposes to commence clinical trials of JS125 for patients with solid tumors such as colorectal cancer. At present, the study is at a relatively advanced stage among

LETTER FROM THE BOARD

drugs with similar targets domestically and overseas, demonstrating promising prospects. Accordingly, the Company proposes to invest proceeds of RMB160 million in the clinical studies on JS125 for solid tumors such as colorectal cancer.

4. Additional investment in the sub-project “JT002 domestic and overseas R&D”

JT002 is an innovative immunomodulatory small nucleic acid nasal spray designed to alleviate allergic rhinitis symptoms by activating Toll-like receptors to suppress Th2 immune responses. As allergic rhinitis has become a global health concern, the project demonstrates promising market prospects with significant unmet clinical needs among the target population worldwide. Currently, the phase II clinical trial of JT002 is underway in China, with ongoing preparations for overseas phase I clinical studies. The first-in-human (FIH) study for healthy adult subjects has been completed, demonstrating favorable safety, tolerability, and target-mediated biological activity. Accordingly, the Company proposes to invest proceeds of RMB159.507 million in the clinical study on JT002 for allergic rhinitis.

5. Additional investment in the sub-project “JS203 domestic and overseas R&D”

JS203 is a recombinant humanized anti-CD20/CD3 bispecific antibody self-developed by the Company. CD20 is a B lymphocyte restricted differentiation antigen and one of the most successful targets for B-cell lymphoma treatment. CD3 is an important marker on the surface of T cell. The main mechanism of T cell engaging bispecific antibodies is using CD3 as a mediator to activate T cells to specifically attack tumor cells. JS203 consists of anti-CD20 segment and anti-CD3 segment. By associating and activating T cells (binding to CD3) and lymphoma cells (binding to CD20), JS203 can enable T cells to kill lymphoma cells effectively. Pre-clinical in vivo pharmacodynamics shows that JS203 has a significant anti-tumor effect. In addition, JS203 is well tolerated by animals.

Currently, the phase I/II clinical study on JS203 is underway. Based on the preliminary clinical trial data, the Company proposes to commence a pivotal clinical trial of JS203 for patients with lymphoma. At present, the study is at a relatively advanced stage among drugs with similar targets domestically and overseas, demonstrating promising prospects. Accordingly, the Company proposes to invest proceeds of RMB110 million in the phase II and phase III clinical studies on JS203 for lymphoma.

6. Additional investment in the sub-project “JS015 domestic and overseas R&D”

JS015 is a recombinant humanized anti-DKK1 monoclonal antibody injection developed independently by the Company that is mainly used for the treatment of advanced malignant solid tumor. DKK1 (Dickkopf-1) is a secreted protein of the DKK family, which is highly expressed in multiple gastric cancer, gastroesophageal junction cancer, myeloma, liver cancer, lung cancer, ovarian cancer and other tumor cells, and can inhibit the canonical Wnt signaling pathway through negative feedback signals. JS015

LETTER FROM THE BOARD

binds to human DKK1 with high affinity, and can effectively block the interaction between DKK1 and its ligand LRP5/6 and activate the Wnt signaling pathway. JS015 can inhibit the immunosuppressive effect of DKK1 in the tumor microenvironment, thereby improving the ability of immune system to kill tumor cells. The pre-clinical in vivo pharmacodynamics showed that JS015 monotherapy, JS015 in combination with toripalimab, or in combination with paclitaxel, exhibit significant anti-tumor effect. In addition, JS015 is well-tolerated by animals.

Currently, the phase II clinical study on JS015 is underway. Based on the preliminary clinical trial data, the Company proposes to commence a pivotal clinical trial of JS015 for patients with gastrointestinal cancer. At present, the clinical study of the Company on JS015 is at an advanced stage among drugs with similar targets domestically and overseas, demonstrating promising prospects. Accordingly, the Company proposes to invest proceeds of RMB30 million in the phase III clinical study on JS015 for advanced solid tumors such as gastrointestinal cancer.

Reduction of investment in the sub-project "JS001 subsequent domestic and overseas R&D"

Toripalimab injection (TUOYI®), is the first domestic anti-PD-1 monoclonal antibody approved for marketing in China. As of the Latest Practicable Date, there are 12 approved indications for toripalimab in the Chinese mainland, and toripalimab has been approved for marketing in Hong Kong SAR, China, the United States, the European Union, India, the United Kingdom, Jordan, Australia, Singapore and other countries and regions.

Currently, the anti-PD-1 monoclonal antibody product of an overseas pharmaceutical company has met its primary endpoints in the clinical studies on the perioperative treatment of head and neck squamous cell carcinoma ("HNSCC"), and multiple phase III clinical studies for the first-line treatment of HNSCC are underway. As such, the Company expects that the competition in the treatment of HNSCC will be relatively intense. Upon comprehensive consideration of the investment benefits, the Company proposes to adjust the global R&D plan of toripalimab for HNSCC, and will no longer invest proceeds in the sub-project of the international multi-center phase III clinical study of JS001 for the perioperative treatment of HNSCC. Besides, to devote resources to pursuing the clinical trials and registration process of JS001 with greater efficiency, the two international multi-center phase III clinical studies on JS001 combined with standard chemotherapy in postoperative adjuvant therapy of gastric or gastroesophageal junction adenocarcinoma versus placebo combined with standard chemotherapy and the first-line treatment of unresectable advanced intrahepatic cholangiocarcinoma with JS001 combined with lenvatinib and standard chemotherapy versus standard chemotherapy under the original sub-project have been adjusted to domestic multi-center phase III clinical studies. Currently, all patients have been enrolled

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and follow-up is underway. It is expected that R&D investment will be reduced accordingly. In light of the above, the Company proposes to reduce the investment of proceeds in the original JS001 domestic and overseas R&D sub-project.

8. Reduction of investment in the sub-project “JS004 domestic and overseas R&D”

Tifcemalimab is the world's first-in-human recombinant humanized anti-tumor anti-BTLA monoclonal antibody specific to B- and T-lymphocyte attenuator (BTLA) independently developed by the Company. BTLA is expressed in the T lymphocyte, B lymphocyte, and dendritic cell subpopulations. In 2005, the interaction between BTLA and its ligand, Herpes virus entry mediator (HVEM), was discovered. HVEM, a TNF receptor, is extensively expressed in the hematopoietic system and has been confirmed as the ligand of BTLA. By binding with BTLA, tifcemalimab blocks the HVEM-BTLA interaction, thereby obstructing the BTLA-mediated inhibitory signal pathways and activating the tumor-specific lymphocytes.

The preliminary clinical study results of tifcemalimab alone or in combination with toripalimab have been presented at various international medical conferences. The combination demonstrated good safety profiles and encouraging efficacy in patients with small cell lung cancer, relapsed/refractory (R/R) lymphoma, and immune-refractory advanced solid tumors who have failed multiple lines of therapy. Currently, two phase III registrational clinical studies on tifcemalimab are underway, namely an international multi-center phase III clinical study for limited-stage non-small cell lung cancer (LS-SCLC) and a multi-center phase III clinical study for classic Hodgkin lymphoma (cHL), respectively. To optimize investment efficiency, upon comprehensive consideration of the market competition across different lung cancer indications and considering the distinct advantages of its R&D pipeline with novel targets in lung cancer, the Company proposes to reduce the investment of proceeds in the original sub-project of tifcemalimab for advanced non-small cell lung cancer and extensive-stage small cell lung cancer. At the same time, to expedite the domestic registration process of tifcemalimab, the enrollment is underway for a randomized, open-label, active-controlled, multi-center phase III clinical study to evaluate tifcemalimab in combination with JS001 for cHL. As the clinical trial will be conducted domestically, the Company proposes to reduce the original investment in the international multi-center phase III clinical study based on actual needs. In light of the above, to devote resources to pursuing the two ongoing clinical studies and registration process of tifcemalimab with greater efficiency, as well as to enhance the efficiency of the use of proceeds, the Company proposes to reduce the investment of proceeds in the original JS004 domestic and overseas R&D sub-project.

9. Reduction of investment in the sub-project “JS007 domestic R&D”

JS007 is a recombinant humanized anti-CTLA-4 monoclonal antibody injection developed independently by the Company that is mainly used for the treatment of advanced malignant tumors. Cytotoxic T lymphocyte-associated antigen-4 (CTLA-4) is an important receptor for T cell surface modulates immune response. JS007 is able to bind

LETTER FROM THE BOARD

to CTLA-4 specifically and block the interaction between CTLA-4 and its ligand B7 (CD80 or CD86) effectively, thereby activates T-lymphocyte and inhibits the growth of tumor. Currently, ipilimumab, a marketed drug with the same target overseas, as the first immunity checkpoint inhibitor, has been proved to have significant tumor suppressor effect in multiple tumor types including melanoma, lymphoma, renal cell cancer, urothelial carcinoma, ovarian cancer and non-small cell lung cancer, and has been approved for the treatment of advanced melanoma. According to the data of pre-clinical studies, compared with ipilimumab with the same target but different sequence, JS007 shows similar level of safety but better efficacy.

The Company proposes to adjust the R&D strategy of the JS007 combination therapy. At present, the exploration study on monotherapy has been completed, with target clinical data meeting expectations. In response to the evolving competitive landscape of oncology treatment, the Company proposes to commence clinical studies on JS007 in combination with other targets (such as PD-1/VEGF) from its pipeline to enhance the competitiveness of JS007, and will postpone the originally planned combination clinical study with JS001 at this stage. Accordingly, the investment of proceeds in the original JS007 domestic R&D sub-project will be reduced.

10. Reduction of investment in the sub-project "JS014 domestic R&D"

The active ingredient of the JS014 injection is recombinant IL-21 – a nanobody fusion protein of anti-human serum albumin (HSA), of which the half-life can be significantly prolonged through fusing anti HSA nanobodies. JS014 is able to specifically combine human IL-21R with high affinity and activate T-lymphocyte. The prolongation of half-life can expand the distribution of the drug in the tumor microenvironment, and enhance the activity of tumor infiltrating lymphocytes in the tumor microenvironment, thereby improving the ability of immune system to kill tumor cells. In addition, the use of JS014 and immune checkpoint monoclonal antibodies jointly shows a strong synergistic anti-tumor effect.

At present, the exploration studies on monotherapy and combination dose have both been completed for JS014. As the Company has invested in novel targets and molecular technology platforms that demonstrate greater clinical value in its R&D pipelines, which possess greater potential advantages in terms of therapeutic efficacy, technological innovation and market prospects, the Company proposes to devote resources to exploring new targets and platforms, and to adjust the R&D strategy of JS014, and will postpone the originally planned cohorts. Accordingly, the investment of proceeds in the original JS014 domestic R&D sub-project will be reduced.

11. Reduction of investment in the sub-project "JS110 domestic and overseas R&D"

JS110 is a small molecule inhibitor of the nuclear export protein XPO1, which is clinically intended to treat patients with advanced tumors. According to the results of pre-clinical studies, JS110 specifically blocks the function of XPO1, inhibits the nuclear

LETTER FROM THE BOARD

export of various tumor suppressor proteins including p53, and strengthens the functions of tumor suppressor proteins. JS110 inhibits the growth and induces death of various tumor cells in vitro. In animal tumor models, JS110 monotherapy or combination therapy can inhibit the growth of various blood and solid tumors. Due to its unique mechanism of action, the development of JS110 is expected to bring new treatments to patients with advanced tumors.

The IND application for JS110 was approved by the NMPA and the U.S. Food and Drug Administration (the "FDA"). Based on the preliminary clinical data available to the Company and market competition, the Company proposes to adjust the clinical R&D strategy of JS110. Given shifting treatment paradigms for endometrial cancer overseas, where unmet clinical needs have diminished and competition has intensified, the Company will adjust the international multi-center phase III clinical study on endometrial cancer to a phase III clinical study in China, where JS110 maintains a competitive advantage. Besides, the R&D progress of JS110 for the treatment of myelofibrosis is advanced globally, demonstrating strong competitiveness. Accordingly, the Company proposes to increase the investment of proceeds in the international multi-center clinical study on the treatment of myelofibrosis. In light of such adjustments to the R&D strategy, the Company proposes to adjust the composition of the original JS110 domestic and overseas R&D sub-project, and the overall investment of proceeds will be reduced after the adjustment.

12. Reduction of investment in the sub-project "JS111 domestic and overseas R&D"

JS111 is a small molecule inhibitor that effectively inhibits uncommon EGFR (epidermal growth factor receptor) mutations. The uncommon EGFR mutations account for about 10% of all EGFR mutations, including EGFR exon20 insertion, T790M point mutation and complex mutations, as well as sequence repeat mutations and other point mutations between exon 18 and 21 represented by G719X. Pre-clinical data showed that JS111 maintains the activity of inhibition for the common EGFR mutations such as T790M and selection of wild-type EGFR, while overcoming the insensitivity of the third-generation EGFR inhibitor for exon20 insertion and other uncommon EGFR mutations.

Due to the limited number of patients with non-small cell lung cancer with EGFR exon20 insertion mutations and other uncommon mutations, and certain therapeutic products targeting the EGFR-TKI resistant population approved at present, the market competition is relatively intense. Considering comprehensively the registration process and competitive landscape of the project, the Company proposes to adjust the R&D strategy of JS111, and plans to explore broader and more competitive patient populations, such as populations with common mutations, to more efficiently support the development of its pipeline in the EGFR-mutant population. Accordingly, the Company proposes to adjust the composition of the original JS111 domestic and overseas R&D sub-project, and the overall investment of proceeds will be reduced after the adjustment.

LETTER FROM THE BOARD

Reduction of investment in the sub-projects “JS112 domestic and overseas R&D”, “JS113 domestic and overseas R&D”, “JS013 domestic and overseas R&D”, “JS018 domestic R&D”, “JS120 domestic and overseas R&D”, “JS121 domestic and overseas R&D”, “JS122 domestic and overseas R&D” and “JS123 domestic and overseas R&D”

JS112 is an oral small molecule Aurora A inhibitor. As a member of serine/threonine protein kinases in the Aurora kinase family, Aurora A plays an important role in the process of cell mitosis. The IND application for JS112 was approved by the NMPA in February 2022, and the phase I clinical study is underway. Given the long R&D cycle of such target, along with the undefined patient population that may benefit from it, and that several products have entered phase III clinical trials globally but none have yet obtained marketing approval, the industry has adopted a generally prudent approach toward the R&D strategy for such project. After evaluating both the current development prospects of the products with such target and the future market landscape, the Company proposes to reduce the investment of proceeds in the original JS112 domestic and overseas R&D sub-project.

JS113 is a first-in-class fourth-generation EGFR (epidermal growth factor receptor) inhibitor and is intended for the treatment of EGFR-mutant non-small cell lung cancer and other solid tumors. The IND application for JS113 was approved by the NMPA in June 2022, and the phase I clinical study is underway. Given that the patient population with EGFR C797S mutations is relatively limited, and multiple treatment options are already available for such patient population, upon comprehensive consideration of both the current development prospects of the products with such target and the future market landscape, the Company proposes to reduce the investment of proceeds in the original JS113 domestic and overseas R&D sub-project.

JS013 is a targeted small molecule inhibitor that effectively inhibits CD93. CD93 is one of the highly mutated genes in the angiogenesis gene markers of human primary tumors. Overexpression of CD93 in tumor blood vessels has been observed in a variety of solid tumors such as pancreatic cancer, renal cancer, head and neck cancer, and colorectal cancer. Blocking CD93 can normalize the tumor vascular system, promote drug delivery, and improve the effect of immunotherapy. As the Company has invested in other products in such therapeutic area that demonstrate greater clinical value or potential advantages with more advanced R&D progress, upon comprehensive consideration of the investment benefits, the Company will adjust the R&D strategy of JS013 and postpone to enter the clinical study stage. Accordingly, the Company proposes to reduce the investment of proceeds in the original JS013 domestic and overseas R&D sub-project.

JS018 is an Interleukin 2 (IL-2) product that promotes the proliferation and differentiation of T cell. As it is generated by activated T cells, IL-2 can stimulate the proliferation and differentiation of T cell and keep T cell activated. Also, IL-2 stimulates production, proliferation and activation of natural killer (NK) cells, induce the generation of cytotoxic T lymphocytes (CTL) as well as induce and activate killer cells (LAK) and

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tumor infiltrating lymphocytes activated by a lymph gene. Thus, IL-2 has good potentials for anti-virus and anti-cancer and broad clinical treatment. As the Company has invested in new molecular technology platforms and products with such target that demonstrate greater clinical value or potential advantages with more advanced R&D progress, which possess greater potential advantages in terms of therapeutic efficacy, technological innovation and market prospects, the Company proposes to devote resources to exploring new platform technologies and products with greater competitiveness. The Company will adjust the R&D strategy of JS018 and postpone to enter the clinical study stage. Accordingly, the Company proposes to reduce the investment of proceeds in the original JS018 domestic R&D sub-project.

JS120 is an irreversible inhibitor designed to target different binding pockets of IDH1. As products with such target have been approved for marketing overseas, upon comprehensive consideration of both the current development prospects of the products with such target and the future market landscape, the Company proposes to reduce the investment of proceeds in the original JS120 domestic and overseas R&D sub-project.

JS121 is an inhibitor of SHP2, a protein tyrosine phosphatase that plays a key role in various cellular processes such as cell proliferation, differentiation and survival. Based on the assessment of the existing research data, development prospects and future market landscape of the project, upon comprehensive consideration of the investment benefits, the Company will adjust the R&D strategy of JS121, and devote its R&D resources on projects with competitive advantages. Accordingly, the Company proposes to reduce the investment of proceeds in the original JS121 domestic and overseas R&D sub-project.

JS122 is a second-generation irreversible inhibitor of FGFR2 (fibroblast growth factor receptor 2). Abnormalities of the FGFR2 gene (such as fusion, rearrangement, mutation, amplification or overexpression) are associated with the occurrence and development of a variety of cancers (such as cholangiocarcinoma) and are an important target in cancer treatment. Due to the limited target patient population, upon comprehensive consideration of the investment benefits, the Company will adjust the R&D strategy of JS122, and devote its R&D resources on projects with competitive advantages. Accordingly, the Company proposes to reduce the investment of proceeds in the original JS122 domestic and overseas R&D sub-project.

JS123 is an ATR (Ataxia-Telangiectasia and Rad3-related) inhibitor. ATR kinase plays an important role in the G2/M checkpoint and DNA damage response. Based on the assessment of the recent development prospects and future market landscape of the project, upon comprehensive consideration of the investment benefits, the Company will adjust the R&D strategy of JS123, and devote its R&D resources on projects with competitive advantages. Accordingly, the Company proposes to reduce the investment of proceeds in the original JS123 domestic and overseas R&D sub-project.

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III. Feasibility analysis of the Adjustments

1. The Company has distinguished capabilities in drug discovery and R&D

The Company has distinguished capabilities in the field of the discovery and development of innovative biologics. Such capabilities enable the Company to independently carry out key steps in the discovery and development of biologics including target evaluation, mechanism research and verification, clinical drug candidates screening and functional verification. As at the Latest Practicable Date, the Company's product pipelines cover five major therapeutic areas including malignant tumors, autoimmune diseases, chronic metabolic diseases, neurologic diseases and infectious diseases.

The Company has set up specialized R&D departments, including the Innovation Research Institute and Clinical R&D Department, which are dedicated to drug discovery, process development, pre-clinical research and clinical trials across the entire industry chain R&D. The Drug Discovery Department of the Innovation Research Institute undertakes preliminary study on innovative drugs, focusing on the identification, screening, and in vivo and ex vivo evaluation of new targets and drug candidates, to ensure that the Company remains at the forefront of the latest technological trends in the innovative drug industry. The CMC Department of the Innovation Research Institute is responsible for subsequent R&D, mainly responsible for process, prescription and analytical development of drugs, as well as subsequent technology transfer and industrialization research. The U.S. laboratory is mainly responsible for testing support and change research during international clinical trials. Relying on its strong research capabilities in the tumor immunotherapy and its self-established molecular screening platform for drug molecule, the Company has independently developed a number of product candidates with the potential to be global first-in-class drugs.

2. The Company has a drug R&D and production system across the entire industry chain

The Company has established a complete technical system covering the entire process of protein drugs from the early stage of R&D to the stage of industrialization, including several major technology platforms: (1) automated high-efficiency screening platform for antibody selection and functional assays, (2) human transmembrane receptor protein array and high-throughput screening platform, (3) antibody humanization and construction platform, (4) high-yielding stable expression cell lines screening and establishment platform, (5) CHO cell fermentation process development platform, (6) antibody purification process development and formulation optimization platform, (7) antibody quality research, control and assurance platform, (8) antibody conjugated drug R&D platform, (9) siRNA drug R&D platform, and (10) industrialization scale-up and technology transfer platform.

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For production capacity, the Company has two monoclonal antibody production bases in China, located in Wujiang, Suzhou and Lingang, Shanghai, respectively. With a fermentation capacity of 4,500L (9500L), the Wujiang Production Base in Suzhou has been awarded GMP certification from the PRC, the United States and the EU, and is responsible for the production of the commercial batches of toripalimab in locations including the United States, India and Hong Kong SAR, China at this stage. As an important support for the Company's commercial production capacity, Shanghai Lingang production base has a production capacity of 42,000L (212,000L), and has obtained GMP certification from the NMPA to produce commercial batches of toripalimab injection jointly with Wujiang production base in Suzhou. By virtue of economies of scale, the expansion of production capacity of the Shanghai Lingang production base will enable the Company to gain the advantage of having more competitive production costs and support the clinical trials of our drug candidates and future production of commercial batches.

The Company has professional and experienced senior management and R&D teams

All the members of the senior management team of the Company have extensive working experience in biotechnology research, including working at world-renowned research organizations, leading international pharmaceutical companies, and regulatory agencies such as the FDA. They have excellent expertise covering the different stages of the entire drug development lifecycle, including innovative drug discovery, pre-clinical research, clinical trials, regulatory approval, pharmacovigilance, and manufacturing.

The Company has a professional and experienced team in clinical R&D. As at the end of 2024, there were 620 R&D personnel among the 2,578 employees of the Company, and almost half of them had a master's degree or higher. The Company has also established advanced technology platforms and a comprehensive R&D system. In order to improve the efficiency of R&D, the Company has integrated the laboratories in Wujiang, Suzhou and Zhangjiang, Shanghai to set up the Innovation Research Institute, which concentrates resources and operates in a unified manner to carry out the R&D of innovative drugs.

The Company has a strict intellectual property right management system

The Company attaches great importance to the protection of intellectual property rights, and regards intellectual property rights as the strategic resources of its development and the core element of international competitiveness. The Company has a legal and intellectual property right department responsible for the application for and maintenance of domestic and foreign patents. The patents of the Company cover the protein structure, preparation process, use and formulation of new drugs, which not only provides sufficient and long-term patent protection for products of the Company, as well as sufficient technical support for the implementation of the investment projects.

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IV. Impact on the Company and risk warning

The changes in and adjustment of amounts of certain investment sub-projects of the Company represent prudent decisions made based on the Company's development strategy, progress of product R&D and other actual conditions, which is conducive to improving the efficiency of the use of proceeds, optimizing the allocation of resources and providing financial support for the Company's product R&D, and is beneficial to the long-term development of the Company. The changes in the investment amounts of certain sub-projects will not adversely affect the normal operation of the Company, and is in line with the long-term development plan of the Company and the interests of all shareholders. The Company will strengthen the supervision of the progress of the investment projects so as to enhance the efficiency of the use of proceeds.

At the same time, the Company will also face the following risks in the R&D of new drugs:

1. Risks related to R&D of new drugs

R&D of drugs is characterized by high investment, high risk, and long cycle. Domestic and foreign competent pharmaceutical authorities have imposed strict regulations on pre-clinical study, pharmaceutical research, clinical trials, registration and other aspects of new drug approval. Although the Company has been actively pushing ahead the clinical progress of innovative projects under development and improving the drug success rate of products candidates, R&D of drugs is still subject to risks that the clinical efficacy does not meet expectations, the R&D cycle is extended, the competent authorities do not grant relevant approvals, the drug is marketed later than the planned time, or the sales volume is not as expected upon marketing.

2. Risks related to the implementation of investment projects

The biopharmaceutical industry is characterized by long R&D cycles, significant investment, high risks and low success rate. From laboratory research to obtaining approval, new drugs go through a lengthy process with complicated stages, including pre-clinical study, clinical trial, and registration and marketing of new drugs. Any of the above stages is subject to the risk of failure. The implementation of innovative drug R&D projects is subject to various factors such as uncertainty in technology development, clinical trials, policy environment, and regulatory approvals, which may affect whether the projects can be advanced on time and whether the drugs candidates can be successfully approved for marketing, and whether the implementation of projects can achieve the expected results. Once the investment of proceeds fails to achieve expected returns, it will adversely affect the production, operations and future development of the Company.

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(11) Estimated external guarantee quota for 2025

A special resolution will be proposed at the AGM to consider and approve the estimated external guarantee quota of the Company for 2025. Further details of the estimated external guarantee quota of the Company are set out in Appendix IV to this circular.

(12) Grant of the general mandate of issue of domestic and/or overseas debt financing instruments

A special resolution will be proposed at the AGM to consider and approve the grant of the general mandate to issue domestic and/or overseas debt financing instruments.

In order to meet the needs of the Company's business development, reduce financing costs and seize market opportunities in a timely manner, in accordance with the PRC Company Law and other relevant laws and regulations, the Hong Kong Listing Rules as well as the relevant requirements of the Articles of Association, the Board of Directors intends to propose to the Shareholders at the general meeting to generally and unconditionally authorize the Board of Directors (and for the Board of Directors to sub-delegate the Chairman and his authorized person(s)) to determine and implement specific matters regarding the issuance of debt financing instruments within the quota as approved by the Shareholders at the general meeting:

I. Principal Terms for Issuance of the Debt Financing Instruments

Categories of the Debt Financing Instruments: The relevant debt financing instruments include, but are not limited to, short-term debentures, super short-term debentures, medium term notes, private placement debt financing instruments, enterprise bonds, corporate bonds, H Share convertible bonds, offshore RMB bonds and foreign currency bonds, perpetual bonds and other domestic and overseas debt financing instruments denominated in RMB or foreign currency permitted by the competent regulatory authority.
Size of Issuance: The size of issuance of domestic and overseas debt financing instruments totaling not more than RMB2,500 million (or an equivalent amount in foreign currency) (calculated based on the aggregate balance outstanding upon the issuance and, in the case of an instrument denominated in a foreign currency, based on the median rate of the exchange rates published by the People's Bank of China on the date of the issuance) is authorized to be issued either one-off or in tranches within the validity period of such authorization.
Currency of Issuance: The currency of issuance of debt financing instruments may be RMB or foreign currency based on the review and approval results of the issuance of debt financing instruments and the domestic and overseas market conditions of debt financing instruments at the time of such issuance.
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Term and Interest Rate: The maximum term shall be no more than 10 years, with a single term or hybrid type of multiple terms. Domestic debt financing instruments with an indefinite term will not be subject to the above time limit. The specific term, the size of issuance of each term and type of debt financing instruments and their interest rates shall be determined by the Board of Directors or the Chairman and his authorized person(s) in accordance with the relevant regulations and the prevailing market conditions.
Issuer: The Company or its domestic or overseas wholly-owned subsidiary, or special-purpose vehicle established by the Company. If a domestic or overseas wholly-owned subsidiary or special-purpose vehicle is the issuer of debt financing instruments, the Company shall provide guarantees (including those provided by the issuer of debt financing instruments itself and/or by the Company) within the quota for issuance of its debt financing instruments, enter into a keep-well agreement or adopt a third-party credit enhancement method for such issuance.
Issuance Price: The specific issuance price shall be determined by the Board of Directors or the Chairman and his authorized person(s) in accordance with relevant regulations and market conditions.
Use of Proceeds: It is expected that, after deducting the issuance expenses, the proceeds raised from the issuance of debt financing instruments are to be used for purposes including meeting the needs of daily operations, repaying loans, replenishing working capital and/or investment, acquisition. The specific use of proceeds shall be determined by the Board of Directors or the Chairman and his authorized person(s) in accordance with the capital needs of the Company from time to time.
Method of Issuance: It shall be determined based on the approval process of debt financing instruments, and the domestic and overseas market conditions of debt financing instruments at the time of such issuance.
The debt financing instruments to be issued are proposed to be listed on the Inter-bank Bond Market, the Shanghai Stock Exchange, the Hong Kong Stock Exchange, or other domestic or foreign exchanges.

II. Authorization for Issuance of Debt Financing Instruments

It is proposed that the Shareholders at the general meeting to generally and unconditionally authorize the Board of Directors (and for the Board of Directors to sub-delegate the Chairman and his authorized person(s)) to determine in their absolute discretion, and deal with all matters in respect of the issuance of debt financing instruments in accordance with the Company's needs from time to time as well as the market conditions, including but not limited to:

LETTER FROM THE BOARD

(1) to determine and implement the specific proposal of the issuance of debt financing instruments, including but not limited to the establishment and determination of the appropriate issuer, the type of the debt financing instruments to be issued, the method of issuance, currency, the nominal value of debt financing instruments, issue price, size of issuance, interest rate or its determination mechanism, issuance targets, markets for issuance, timing of issuance, term of issuance, issuance in instalments and number of tranches (if applicable), sale-back clause and redemption clause (if applicable), option for raising the coupon rate (if applicable), rating arrangement, guarantees (if applicable), principal and interest repayment period, conversion price, use of proceeds, specific placing arrangement, underwriting arrangement, debt repayment guarantee and all matters in relation to the proposed issuance of debt financing instruments.

(2) to carry out all necessary and ancillary actions and procedures in relation to the issuance of debt financing instruments, including but not limited to, engaging intermediary institutions, applying for and handling all approval, registration and filing procedures with the relevant government departments and/or regulatory authorities in connection with the issuance of debt financing instruments on behalf of the Company, executing, revising and implementing all necessary legal documents relating to the issuance of debt financing instruments, selecting trustee(s) for the issuance of debt financing instruments, formulating the rules for meetings of the holders of bonds, handling any information disclosure matters related to debt financing instruments in accordance with the applicable laws, regulations and requirements from regulatory authorities, and handling other matters in connection with the issuance and trading of debt financing instruments.

(3) in the event of changes in regulatory policies or market conditions, except for the matters which must be voted on at the general meeting of the Company in accordance with relevant laws, regulations and the Articles of Association, subject to the scope of the authorization by the Shareholders at the general meeting, to adjust relevant matters such as the specific plan for issuing debt financing instruments in accordance with the opinion of the regulatory authorities or in response to changes in market conditions, or to determine whether or not to continue the work for such issuance in accordance with actual conditions.

(4) to determine and handle the relevant matters in connection with the listing of debt financing instruments to be issued on the Inter-bank Bond Market, the Shanghai Stock Exchange, the Hong Kong Stock Exchange or other domestic or foreign exchanges based on market conditions.

(5) to handle any other specific matters related to the issuance of debt financing instruments and execute all relevant or necessary documents.

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To agree that at the time of the approval and authorization of the above matters by the Shareholders at the general meeting, the Board of Directors be further authorized to delegate the Chairman and his authorized person(s) to implement the issuance of debt financing instruments in accordance with the Company's needs and other market conditions.
To authorize the Chairman and his authorized person(s) to approve, execute and publish relevant documents, announcements and circulars and make relevant information disclosure in accordance with the applicable rules and regulations in the place where the Shares are listed.

III. The Validity Period of Authorization for Issuance of Debt Financing Instruments

The validity period of authorization for issuance of debt financing instruments shall be effective from the date of approval at the 2024 AGM until the earliest of: (1) the expiry of 12 months after the date of approval at the 2024 AGM; (2) the conclusion of the 2025 annual general meeting of the Company; and (3) the revocation or variation of the general mandate by the Shareholders in general meeting.

If the Board of Directors or the Chairman and his authorized person(s) have resolved to issue the debt financing instruments within the validity period of the authorization and the Company has also obtained the approval, permission or registration (if applicable) for such issuance from the regulatory authorities within the validity period of the authorization, the Board of Directors or the Chairman and his authorized person(s) of the Company may complete the issuance of debt financing instruments within the validity period as confirmed by such approval, permission or registration.

If this resolution is approved at the general meeting, the matters relating to the issue of overseas bonds that the Board of Directors decides and conducts shall be carried out in accordance with the authorization of the resolution within the validity period of the aforementioned authorization to issue debt financing instruments.

The Board of Directors will only exercise the powers under the abovementioned mandate pursuant to the PRC Company Law, the Hong Kong Listing Rules and the Articles of Association, and if all necessary approvals (if needed) from relevant governmental authorities are obtained.

In the event that the Company proceeds with any issuance of H Shares or securities convertible into H Shares, the Company will comply with the applicable requirements under the Hong Kong Listing Rules and PRC laws and regulations.

(13) Grant of the general mandate to issue additional A Shares and/or H Shares

A special resolution will be proposed at the AGM to consider and approve the grant of the general mandate to issue A Shares and/or H Shares of the Company.

LETTER FROM THE BOARD

In order to seize market opportunities and ensure flexibility to issue new Shares (including any sale or transfer of treasury Shares), it is proposed at the AGM to approve the grant to the Board of Directors of an unconditional general mandate to authorize the Board of Directors to, subject to market conditions and the needs of the Company, separately or concurrently issue, allot and deal with A Shares and/or H Shares or securities convertible into such shares, options, warrants or similar rights to subscribe for any A Shares and/or H Shares in the Company (“Similar Rights”) (including any sale or transfer of treasury Shares) not exceeding 20% of the total number of Shares in issue (excluding any treasury Shares) as at the date of passing the resolutions at the AGM, and to approve and execute all necessary documents, submit all necessary application procedures to the relevant authorities and take other necessary actions for the completion of the above matters:

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

It is proposed at the general meeting to approve the grant of an unconditional general mandate to the Board of Directors (and the Board to authorize the Chairman and his authorized person(s)) (unless the delegation of authority is stipulated otherwise by relevant laws and regulations) to, with full discretion, separately or concurrently allot, issue and deal with A Shares and/or H Shares or Similar Rights (including any sale or transfer of treasury Shares) in accordance with the needs of the Company from time to time and market conditions, and determine the terms and conditions for allotting, issuing and dealing with the new Shares or Similar Rights, including but not limited to:

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

(2) the number of A Shares and/or H Shares (excluding the shares issued by way of capitalization of capital reserve fund) to be allotted or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) as approved by the Board of Directors shall not exceed 20% of the total number of Shares of the respective class in issue (excluding any treasury Shares) as at the date of passing this resolution at the AGM.

(3) to formulate and implement the specific issue plan, including but not limited to the type, pricing method and/or issue price (including price range), issue size, allottees of the new Shares to be issued and the use of proceeds, the timing and the period of issue and determine whether to place to existing Shareholders.

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

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

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

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

To agree that upon obtaining the approval and authorization granted by the Shareholders at the AGM for the above matters, the Chairman and his authorized person(s) be further authorized by the Board of Directors to implement matters for the issuance of additional A Shares and/or H Shares or Similar Rights according to the Company's needs and other market conditions.
To authorize the Chairman and his authorized person(s) to approve, sign and publish relevant documents, announcements and circulars and make relevant information disclosures in accordance with applicable regulatory rules at places where the Company are listed.
28 -

LETTER FROM THE BOARD

II. Authorization period of issuance of additional A Shares and/or H Shares or Similar Rights of the Company

Authorization matters of issuance of additional A Shares and/or H Shares or Similar Rights of the Company commence from the date of approval at the 2024 AGM to the earliest date among the following three: (1) the expiry of 12 months after the date of approval at the 2024 AGM; (2) the date of conclusion of the 2025 annual general meeting; or (3) the date of the general mandate being revoked or modified by Shareholders through resolution at any general meeting.

If the Company commences the allotment and issuance of new Shares or Similar Rights based on the limit under the general mandate of the previous year, but fails to complete the issuance before the expiration of such general mandate, it may continue to implement the allotment and issuance based on the limit under the general mandate of the current year without exceeding such limit.

Subject to all necessary approvals (if any) of relevant government authorities, the power under the abovementioned general mandate shall only be exercised by the Board of Directors in accordance with the PRC Company Law, the Hong Kong Listing Rules and the Articles of Association.

The proposed grant of general mandate to issue Shares is subject to the approval of the Shareholders by special resolution in general meeting.

III. AGM

The AGM 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 June 2025. The Notice of AGM is set out on pages 58 to 66 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 AGM 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 AGM 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 June 2025 to Friday, 20 June 2025, 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 AGM. The record date for determining the entitlement to attend and vote at the AGM will be Friday, 20 June 2025. In order to be eligible to attend and vote at the AGM, holders of H Shares

LETTER FROM THE BOARD

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 Thursday, 12 June 2025.

V. PROXY FORM

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 AGM should be returned to the Company's H Share registrar, Tricor Investor Services Limited at 17/F, Far East 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 June 2025 at 2:30 p.m. (Hong Kong time)) 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.

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 AGM will demand a poll for all resolutions to be proposed at the AGM in accordance with Article 97 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 AGM.

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 AGM.

VII. RECOMMENDATIONS

The Board also considers that all resolutions set out in the Notice of AGM 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 AGM.

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.

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 May 2025

For identification purposes only

APPENDIX I

2024 REPORT OF THE BOARD OF DIRECTORS

In 2024, the Board of Directors of the Company duly performed the obligations granted under the Company Law, the STAR Market Listing Rules, the Hong Kong Listing Rules and other relevant laws and regulations, as well as the Articles of Association and other relevant requirements, strictly executed the resolutions of the general meeting, actively promoted the implementation of the resolutions of Board of Directors, and constantly regulated corporate governance. The report of the work of the Board of Directors for 2024 is as follows:

I. OVERALL OPERATIONS OF THE COMPANY IN 2024

In 2024, the Company recorded revenue of RMB1,948 million, representing a year-on-year increase of 29.67%, which was primarily attributable to the growth of sales revenue of commercialized drugs as compared with the same period of the previous year. As of the end of the Reporting Period, the Company had four commercialized drugs, namely toripalimab injection (trade name: TUOYI®), adalimumab injection (trade name: JUNMAIKANG (君適康®)), Deuremidevir Hydrobromide Tablets (trade name: MINDEWEI (民得維®)) and ongericimab injection (trade name: JUNSHIDA (君適達®)). By virtue of the improved sales efficiency of the commercialization team of the Company, and the increased number of toripalimab's approved indications and NRDL-included indications, the Company recorded a significant year-on-year increase in the sales of its core product toripalimab in the domestic market during the Reporting Period. The Company actively implemented the action plan for "Enhancing Quality and Efficiency with a Focus on Return" by continuously strengthening its control over various expenses, reducing unit production costs and improving the efficiency of sales, and devoted its resources to the R&D projects with greater potential. The Company recorded a significant decrease in losses during the Reporting Period.

In terms of R&D, in 2024, the Company continued to improve the efficiency of clinical studies and accelerate the registration process. In particular, it took only 36 days for the new indication of TUOYI® in combination with bevacizumab for the first-line treatment of hepatocellular carcinoma from data readout to NDA acceptance by the NMPA. Throughout the year, the Company conducted 92 clinical studies, enrolling over 2,100 subjects. The Company's products were featured in over 145 journal publications in total, with a combined impact factor of over 1,200, and were presented with over 100 reports at international conferences, including 15 oral presentations. During the Reporting Period, the sNDAs for toripalimab as the first-line treatment of advanced triple-negative breast cancer, the first-line treatment of advanced renal cell carcinoma and the first-line treatment of extensive-stage small cell lung cancer were approved by the NMPA, and the sNDAs for toripalimab as the first-line treatment for melanoma and toripalimab in combination with bevacizumab as the first-line treatment of advanced hepatocellular carcinoma were accepted by the NMPA, and ongericimab injection was approved for marketing by the NMPA. The Company is accelerating late-stage pipeline R&D and marketing application for tifcemalimab (an anti-tumor anti-BTLA monoclonal antibody, code: TAB004/JS004), anti-IL-17A monoclonal antibody (code: JS005), anti-PD-1/VEGF bispecific antibody (code: JS207) and others. It also continues to explore early-stage pipelines, including the anti-Claudin18.2 ADC (code: JS107), the oral small molecule inhibitor targeting PI3K-α (code: JS105), the CD20/CD3 bispecific antibody (code: JS203), the anti-DKK1 monoclonal antibody (code: JS015) and other products, and expect to

APPENDIX I

2024 REPORT OF THE BOARD OF DIRECTORS

commence pivotal registrational clinical trials for multiple products in 2025. The Company also continued to expand its global commercialization network. As of 27 March 2025, toripalimab has been approved for marketing in various countries and regions including the U.S., the European Union, India, the United Kingdom, Jordan, Australia and Singapore. As of the end of the Reporting Period, the Company's cash and cash equivalents and financial assets for trading had a total balance of RMB2,933 million, indicating a relatively sufficient reserve of funds. Centering on its goal of "improving quality, reducing cost and enhancing efficiency", while controlling different kinds of costs, the Company made various major achievements in commercialization, R&D of drugs, external collaborations, business operations and other aspects.

II. THE WORK OF THE BOARD OF DIRECTORS IN 2024

(I) Basic Information of the Board of Directors

During the Reporting Period, the third session of the Board of Directors of the Company comprised 15 Directors, including five Independent Non-executive Directors. Due to the expiry of the term of office of the third session of the Board of Directors, the Company completed the re-election and election of the Board of Directors at the 2023 annual general meeting, the 2024 first class meeting of A shareholders and the 2024 first class meeting of H shareholders held on 21 June 2024. The fourth session of the Board of Directors of the Company comprises 14 Directors, including five Independent Non-executive Directors. The number and composition of the Board of Directors meet the requirements of relevant laws and regulations, and members of the Board of Directors possess the necessary knowledge, skills and qualifications to perform their duties. During the Reporting Period, all Directors exercised their functions and powers in strict accordance with the Articles of Association and the Rules of Procedures of the Board of Directors of Shanghai Junshi Biosciences Co., Ltd.* (the "Rules of Procedure of the Board of Directors") and performed their duties diligently, ensuring that the decision-making of the Board of Directors is scientific and efficient, and the procedures are in compliance with the law.

During the Reporting Period, all Directors exercised their functions and powers in strict accordance with the Articles of Association and the Rules of Procedure of the Board of Directors and performed their duties diligently, ensuring that the decision-making of the Board of Directors is scientific and efficient, and the procedures are in compliance with the law. During the Reporting Period, the Company held a total of 13 Board meetings, at which all proposals were considered and approved. The procedures for convening, holding and voting of the meetings were in compliance with the requirements of relevant laws and regulations. The Board of Directors of the Company has set up four special committees, including the Audit Committee, the Nomination Committee, the Remuneration and Appraisal Committee and the Strategic Committee, to review the Company's financial situation, personnel, remuneration, strategic development and other matters. The establishment and operations of the special committees have effectively improved the operation efficiency, the scientificity of decision-making and the effectiveness of supervision of the Board of Directors, and promoted the improvement of the corporate governance structure of the Company.

APPENDIX I

2024 REPORT OF THE BOARD OF DIRECTORS

(II) Convening of Board Meetings

In 2024, the Board of Directors conscientiously performed its duties and held 13 Board meetings, at which all proposals were considered and approved. The procedures for convening, holding and voting of the meetings were in compliance with the requirements of relevant laws and regulations, and the resolutions made at the meetings were legal and valid. The details of the meetings are as follows:

Session of meeting	Convening date	Resolution(s) of the meeting
The twenty-sixth meeting of the third session of the Board of Directors	12 January 2024	A total of 2 resolutions were considered and approved at the meeting, and no resolution was vetoed.
The twenty-seventh meeting of the third session of the Board of Directors	30 January 2024	A total of 1 resolution was considered and approved at the meeting, and no resolution was vetoed.
The twenty-eighth meeting of the third session of the Board of Directors	14 March 2024	A total of 1 resolution was considered and approved at the meeting, and no resolution was vetoed.
The twenty-ninth meeting of the third session of the Board of Directors	28 March 2024	A total of 25 resolutions were considered and approved at the meeting, and no resolution was vetoed.
The thirty meeting of the third session of the Board of Directors	24 April 2024	A total of 1 resolution was considered and approved at the meeting, and no resolution was vetoed.
The thirty-first meeting of the third session of the Board of Directors	29 April 2024	A total of 3 resolutions were considered and approved at the meeting, and no resolution was vetoed.
The thirty-second meeting of the third session of the Board of Directors	30 May 2024	A total of 3 resolutions were considered and approved at the meeting, and no resolution was vetoed.
The first meeting of the fourth session of the Board of Directors	21 June 2024	A total of 3 resolutions were considered and approved at the meeting, and no resolution was vetoed.

APPENDIX I

2024 REPORT OF THE BOARD OF DIRECTORS

Session of meeting	Convening date	Resolution(s) of the meeting
The second meeting of the fourth session of the Board of Directors	30 August 2024	A total of 6 resolutions were considered and approved at the meeting, and no resolution was vetoed.
The third meeting of the fourth session of the Board of Directors	26 September 2024	A total of 1 resolution was considered and approved at the meeting, and no resolution was vetoed.
The fourth meeting of the fourth session of the Board of Directors	29 October 2024	A total of 3 resolutions were considered and approved at the meeting, and no resolution was vetoed.
The fifth meeting of the fourth session of the Board of Directors	29 November 2024	A total of 5 resolutions were considered and approved at the meeting, and no resolution was vetoed.
The sixth meeting of the fourth session of the Board of Directors	20 December 2024	A total of 1 resolution was considered and approved at the meeting, and no resolution was vetoed.

(III) Performance of the Special Committees under the Board of Directors

As of the end of the Reporting Period, the Board of Directors of the Company has set up four special committees, including the Audit Committee, the Nomination Committee, the Remuneration and Appraisal Committee and the Strategic Committee. In 2024, the Audit Committee held five meetings; the Nomination Committee held five meetings; the Remuneration and Appraisal Committee held six meetings; and the Strategic Committee held a meeting to review the Company's financial situation, personnel, remuneration, strategic development and other matters. The establishment and operations of the special committees have effectively improved the operation efficiency, the scientificity of decision-making and the effectiveness of supervision of the Board of Directors, and promoted the improvement of the corporate governance structure of the Company.

(IV) Implementation of the Resolutions of the General Meetings by the Board of Directors

In 2024, the Company held a total of four general meetings, including an annual general meeting, an extraordinary general meeting, a class meeting of A shareholders and a class meeting of H shareholders, at which all resolutions were considered and approved. The procedures for convening, holding and voting of the meetings were in compliance with the requirements of relevant laws and regulations, and the resolutions made at the meetings were legal and valid. During the Reporting Period, the Board of Directors of the Company strictly followed the resolutions and authorizations of the general meetings, conscientiously

APPENDIX I

2024 REPORT OF THE BOARD OF DIRECTORS

implemented the resolutions passed by Shareholders at the general meetings, safeguarded the interests of all Shareholders, and ensured that Shareholders could exercise their powers in accordance with the laws, thus advancing the long-term, stable and sustainable development of the Company.

(V) Performance of the Independent Non-executive Directors

In 2024, the Independent Non-executive Directors earnestly performed their duties, actively attended relevant meetings, carefully reviewed various resolutions at the Board meetings and expressed independent opinions on major matters or reviewed relevant matters at the extraordinary meetings of Independent Non-executive Directors in accordance with the requirements of the Company Law, the Securities Law, the STAR Market Listing Rules, the Hong Kong Listing Rules, the Articles of Association, the Work System for Independent Non-Executive Directors of the Shanghai Junshi Biosciences Co., Ltd.* (《上海君寶生物醫藥科技股份有限公司獨立非執行董事工作制度》) and other laws, regulations, regulatory documents and corporate policies, safeguarding the overall interests of the Company and the legitimate rights and interests of all Shareholders. For details, please refer to the Work Report of the Independent Non-executive Directors for 2024.

(VI) Information Disclosure and Investor Relations Management

The Company attaches great importance to information disclosure, strictly abides by the requirements of the STAR Market Listing Rules, the Hong Kong Listing Rules, the Administrative Measures for Information Disclosure of Listed Companies* (《上市公司信息披露管理辦法》), the Articles of Association and other laws, regulations, regulatory documents and corporate policies, performs information disclosure obligations in accordance with the laws, follows the principles of fairness, impartiality and openness, and ensures information disclosure in a true, timely, accurate and complete manner, protecting the legitimate rights and interests of all investors.

In 2024, the Company actively engaged with the investors. The Company maintained smooth communication with different types of investors through different communication channels such as the results briefing sessions, the E-interactive platform of the Shanghai Stock Exchange, the Company's investor hotline, analyst meetings, research on specific topics, roadshows, etc., which ensured timely and effective communication between the Company and investors, and facilitated investors and the public to have an accurate understanding of the operations and business progress of the Company.

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APPENDIX I

2024 REPORT OF THE BOARD OF DIRECTORS

III. THE WORK PLAN OF THE BOARD OF DIRECTORS IN 2025

In 2024, with the joint efforts of the Board of Directors, management and all employees, the Company has made certain achievements in enhancing its operating performance and improving its governance structure. In 2025, the Board of Directors of the Company will continue to strengthen its own construction, give full play to the important role of the Board of Directors in corporate governance and strategy implementation, and push forward the effective implementation of the Company's strategic planning. In addition, the Board of Directors of the Company will newly establish a compliance committee under Board of Directors in 2025 to further improve the standardization of governance, establish a comprehensive compliance management system, maintain a long-term, stable and sound interactive relationship between the Company and investors, optimize the corporate governance structure, strengthen the construction of the internal control system, and continuously promote the healthy development of the Company.

Shanghai Junshi Biosciences Co., Ltd.*
Board of Directors
27 March 2025

37 -

APPENDIX II

2024 REPORT OF THE BOARD OF SUPERVISORS

In 2024, the Board of Supervisors of the Company strictly complied with the Company Law, the Securities Law, the STAR Market Listing Rules, the Hong Kong Listing Rules and other relevant laws and regulations, as well as the Articles of Association, the Rules of Procedures of the Board of Supervisors of Shanghai Junshi Biosciences Co., Ltd.* (the "Rules of Procedures of the Board of Supervisors") and other relevant requirements. Taking the protection of the legal rights and interests of the Shareholders as a starting point, the Board of Supervisors diligently fulfilled its supervisory power and responsibilities based on the Company's current business model, further optimized corporate governance, and protected the legal rights and interests of the Company and its Shareholders, guaranteeing the healthy and sustainable development of the Company. The report of the Board of Supervisors for 2024 is as follows:

I. THE WORK OF THE BOARD OF SUPERVISORS IN 2024

(I) Basic Information of the Board of Supervisors

In 2024, the third session of the Board of Supervisors comprised three Supervisors, including one employee representative Supervisor. Due to the expiry of the term of office of the third session of the Board of Supervisors, the Company completed the re-election and election of the Board of Supervisors at the 2023 annual general meeting, the 2024 first class meeting of A shareholders and the 2024 first class meeting of H shareholders held on 21 June 2024, and the employee representatives meeting held on 20 June 2024. The fourth session of the Board of Supervisors comprised three Supervisors, including one employee representative Supervisor. The members and composition of the Board of Supervisors meet the requirements of relevant laws and regulations, and members of which possess the expertise or experiences required for taking office.

(II) Meetings of the Board of Supervisors

In 2024, the Board of Supervisors convened a total of seven meetings, and all Supervisors attended such meetings in person, at which all resolutions were considered and approved. The procedures for convening, holding and voting of the meetings were in compliance with the requirements of relevant laws and regulations. The details are as follows:

The twenty-first meeting of the third session of the Board of Supervisors convened on 28 March 2024 considered and approved the "Resolution on the 2023 Report of the Board of Supervisors", the "Resolution on the 2023 Annual Report and Its Summary", the "Resolution on the 2023 Financial Accounts Report", the "Resolution on the 2023 Profit Distribution Plan", the "Resolution on the 2023 Evaluation Report on Internal Control", the "Resolution on the Remuneration of Supervisors for 2023", the "Resolution on the Remuneration Plan of Supervisors for 2024", the "Resolution on the Special Report on the Deposit and Actual Use of Proceeds in 2023", the "Resolution on the Temporary Replenishment of Liquidity by Using Part of the Idle Proceeds", the "Resolution on the 2023 Social Responsibility Report" and the "Resolution on the Change in Accounting Estimates".

APPENDIX II

2024 REPORT OF THE BOARD OF SUPERVISORS

The twenty-second meeting of the third session of the Board of Supervisors convened on 29 April 2024 considered and approved the “Resolution on the Amendments to the Rules of Procedures of the Board of Supervisors” and the “Resolution on the 2024 First Quarterly Report of the Company”.
The twenty-third meeting of the third session of the Board of Supervisors convened on 30 May 2024 considered and approved the “Resolution on the Changes in and Adjustment of Amounts of Certain Investment Sub-Projects” and the “Resolution on the Nomination of Non-Employee Representative Supervisors of the Fourth Session of the Board of Supervisors”.
The first meeting of the fourth session of the Board of Supervisors convened on 21 June 2024 considered and approved the “Resolution on the Election of the Chairman of the Fourth Session of the Board of Supervisors”.
The second meeting of the fourth session of the Board of Supervisors convened on 30 August 2024 considered and approved the “Resolution on the 2024 Interim Report of the Company and Its Summary”, the “Resolution on the Special Report on the Deposit and Actual Use of the Proceeds in the First Half of 2024” and the “Resolution on the Use of Self-Owned Funds for Staff Payment of Designated Projects and the Use of Self-Owned Foreign Exchange and Bank Acceptance Bills for Payments Required for Designated Projects and the Replacement of Such Funds with Proceeds in an Equivalent Amount”.
The third meeting of the fourth session of the Board of Supervisors convened on 29 October 2024 considered and approved the “Resolution on the 2024 Third Quarterly Report of the Company”, the “Resolution on Utilizing the Remaining Surplus Proceeds for Permanent Replenishment of Liquidity” and the “Resolution on Changing the Implementation Entity for Investment Projects”.
The fourth meeting of the fourth session of the Board of Supervisors convened on 29 November 2024 considered and approved the “Resolution on Temporarily Idle Proceeds To Be Deposited as Call Deposits and in Other Forms” and the “Resolution on the Nullification of Certain Restricted Shares Granted but Not Yet To Be Attributed Under the 2020 Restricted Share Incentive Scheme”.
39 -

APPENDIX II

2024 REPORT OF THE BOARD OF SUPERVISORS

II. OPINION OF THE BOARD OF SUPERVISORS ON RELATED MATTERS OF THE COMPANY

During the Reporting Period, the Board of Supervisors of the Company continued to perform its duties with diligence and in strict compliance with relevant laws and regulations. It regularly inspected the Company’s production and operation and the implementation of internal control policies, reviewed the financial reports of the Company, supervised the performance of duties by the Board and all senior management of the Company, and put forward opinions on improvement based on objectivity and practicality, fully exercising the supervisory and regulatory role of the Board of Supervisors. Upon review, the Board of Supervisors formed the following opinions on related matters of the Company:

(I) Compliant Operation of the Company

During the Reporting Period, the Board of Supervisors supervised and inspected the procedures for convening meetings of the Board and the Shareholders of the Company and resolutions at such meetings during the year, the Board’s execution of resolutions made at general meetings, the performance of duties by senior management of the Company, the implementation of various management policies of the Company, and the Company’s production and operational conditions during the year. The Board of Supervisors is of the opinion that the relevant convening procedures of the Company’s general meetings and Board meetings were legal and valid, and the resolutions complied with laws, regulations and the requirements of the Articles of Association. The Board operated in a standardized manner and the decision-making procedures were scientific and reasonable. The Company’s internal governance was well-structured and a sound internal control mechanism was established. Directors and senior management of the Company performed their duties with integrity and diligence according to national laws, regulations and the requirements of the Articles of Association, and strictly executed the various resolutions and authorizations made at the general meetings. The Board of Supervisors did not find any act that was illegal or non-compliant with laws, regulations or the Articles of Association or harmed the interests of the Company or its Shareholders.

The Board of Supervisors attended the general meetings according to the relevant requirements, reviewed and supervised the resolutions of the general meetings, and considers that the Board has effectively executed the resolutions of the general meetings.

(II) Financial Position of the Company

The Board of Supervisors carefully reviewed resolutions regarding the Company’s regular financial reports and financial policies for the year 2024, and issued written review opinions. It is of the view that the preparation and review procedures of regular reports of the Company complied with the Company Law, the Securities Law, the Articles of Association, other relevant laws and regulations, and the requirements of the rules and internal control policies of the

APPENDIX II

2024 REPORT OF THE BOARD OF SUPERVISORS

Company, and that the contents of the reports truthfully, accurately and completely reflected the Company's financial position and operational results. In 2024, the Company's financial position was sound with year-on-year increase in operating income and standardized financial management.

The conclusion of the audit report, "Standard Unqualified Audit Opinion", issued by RSM China (Special General Partnership) (容誠會計師事務所(特殊普通合夥)) and Deloitte Touche Tohmatsu was true, fair and in line with the actual condition of the Company.

(III) Management and Use of Proceeds of the Company

During the Reporting Period, the Board of Supervisors reviewed the management and use of proceeds of the Company for the year. It is of the view that the Company managed and use the proceeds in strict compliance with the STAR Market Listing Rules, the Articles of Association and other relevant requirements. There was no non-compliant use of proceeds, no disguised change of the intended use of proceeds, and no harm to the interests of the Company and all Shareholders. There was no harm to the interests of the Company or its Shareholders, especially interests of minority Shareholders.

(IV) Opinions on Internal Control System and Annual Self-evaluation on Internal Control

During the Reporting Period, the Board of Supervisors is of the opinion that the Company established an internal control system for all stages of production and operation according to relevant laws and the requirements of regulatory documents, such as 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指引第1號-規範運作》), and the actual business needs of the Company. The internal control system continued to be optimized and each system was implemented strictly, thereby effectively ensuring the normal and orderly production and operation of the Company.

(V) Share Incentives of the Company

During the Reporting Period, the Board of Supervisors reviewed the nullification of certain restricted shares granted but not yet to be attributed under the 2020 restricted share incentive scheme of the Company. The Board of Supervisors is of the opinion that the relevant matters are in compliance with relevant laws, regulations and the requirements of regulatory documents, such as the Management Measures for Share Incentive Scheme Adopted by Listed Companies* (《上市公司股權激勵管理辦法》) and the Articles of Association. There are no such circumstances that are detrimental to the interests of the Company and Shareholders as a whole.

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APPENDIX II

2024 REPORT OF THE BOARD OF SUPERVISORS

III. WORK ARRANGEMENT OF THE BOARD OF SUPERVISORS FOR 2025

The work plan of the Board of Supervisors for 2025 mainly includes the following aspects: supervising the Company's operation in compliance with laws and regulations and pushing forward the construction and effective operation of the internal control system; inspecting the Company's financial position, supervising the Company's financial operation, supervising the performance of duties of Directors and senior management personnel, and preventing acts that may harm the Company's interests; strengthening the supervision of the Company's management and use of proceeds and other major matters and paying attention to information disclosure.

The Board of Supervisors will continue to strictly abide by laws, regulations and the requirements of the Articles of Association, faithfully and diligently perform its supervisory duties and continue to improve the Company's risk prevention and control, with an aim to provide solid protection for the Company's healthy and sustainable development and effectively safeguard the interests of the Company and its Shareholders.

Shanghai Junshi Biosciences Co., Ltd.*
Board of Supervisors
27 March 2025

42 -

APPENDIX III

2024 FINANCIAL ACCOUNTS REPORT

Based on the Company's operation and financial position for the year 2024, the Company prepared the 2024 Financial Accounts Report and the 2024 financial statements of the Company have been audited by RSM China (Special General Partnership) (容誠會計師事務所 (特殊普通合夥)), which issued an audit report with a standard unqualified opinion (Rong Cheng Shen Zi [2025]230Z0375). The major financial data reflected in the consolidated accounting statements is as follows:

I. FINANCIAL POSITION

1. Asset structure

Item	Balance at the end of 2024	Percentage	Unit: RMB'0,000
			Balance at the end of 2023	Percentage
Total assets	1,078,196	100.0%	1,134,287	100.0%
Current assets	428,382	39.7%	557,108	49.1%
Non-current assets	649,814	60.3%	577,179	50.9%

(1) Current assets decreased by RMB1,287.26 million, representing a decrease of $23.1\%$ as compared with the same period of the previous year. In particular:

1) Cash and bank balances amounted to RMB2,502.20 million, which decreased by RMB1,285.99 million as compared with the same period of the previous year. The change was mainly due to a net cash outflow from operating activities of RMB1,433.84 million, a net cash outflow from investing activities of RMB892.78 million, and a net cash inflow from financing activities of RMB1,023.15 million;
2) Held-for-trading financial assets increased by RMB430.51 million as compared with the same period of the previous year, mainly due to the purchase of short-term wealth management products from banks with a term of less than 3 months by the Company during the period;
3) Accounts receivable increased by RMB26.59 million as compared with the same period of the previous year, mainly due to the increase of RMB42.43 million in receivables from sale of pharmaceutical products, the decrease of RMB26.23 million in receivables from out-licensing, and the increase of RMB13.22 million in receivables from technical services as at the end of the year;
4) Other receivables decreased by RMB337.57 million as compared with the same period of the previous year, mainly due to the equity transfer payment of RMB339.15 million received during the year;

APPENDIX III
2024 FINANCIAL ACCOUNTS REPORT

5) Inventories increased by RMB46.42 million as compared with the same period of the previous year, mainly due to the increase of RMB61.86 million in the net amount of products work-in-progress, the increase of RMB28.30 million in the net amount of raw materials, and the decrease of RMB39.31 million in net amount of materials for consigned processing;

6) Other current assets decreased by RMB122.11 million as compared with the same period of the previous year, mainly due to the decrease in short-term input value-added tax to be deducted.

(2) Non-current assets increased by RMB726.35 million, representing an increase of 12.6% as compared with the same period of the previous year. In particular:

1) Other non-current financial assets increased by RMB134.15 million as compared with the same period of the previous year, mainly due to the investment of RMB184.00 million in companies engaged in the R&D of new drugs by the Company and its holding industry fund during the year, and the gain or loss from change in fair value of RMB48.19 million during the year;

2) Fixed assets decreased by RMB150.79 million as compared with the same period of the previous year, mainly due to the transfer of RMB187.04 million to fixed assets from construction in progress, the depreciation of fixed assets of RMB246.01 million, and the transfer of RMB97.87 million to construction in progress from fixed assets due to the renovation of production lines during the year;

3) Construction in progress increased by RMB533.21 million as compared with the same period of the previous year, mainly due to the increased investment of RMB359.72 million in the Suzhou Junao Oncology Hospital* (蘇州君奧腰瘤醫院) project, the increased investment of RMB91.52 million in the Shanghai headquarters and R&D base projects, and the increased investment of RMB80.19 million in the small nucleic acid innovative drug R&D and production base project;

4) Other non-current assets increased by RMB294.80 million as compared with the same period of the previous year, mainly due to the increase in prepayments for equipment and construction and input value-added tax to be deducted.

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APPENDIX III

2024 FINANCIAL ACCOUNTS REPORT

2. Debt structure

Item	Balance at the end of 2024	Percentage	Unit: RMB’0,000
			Balance at the end of 2023	Percentage
Total liabilities	484,983	100.0%	402,226	100.0%
Current liabilities	249,392	51.4%	243,840	60.6%
Non-current liabilities	235,591	48.6%	158,386	39.4%

In 2024, total liabilities amounted to RMB4,849.83 million. Gearing ratio was 45.0%, representing an increase of 9.5 percentage points as compared with 35.5% in the same period of the previous year.

(1) Current liabilities increased by RMB55.52 million as compared with the same period of the previous year. In particular:

1) Short-term borrowings increased by RMB225.67 million as compared with the same period of the previous year, all of which were new borrowings of the Company during the year;

2) Accounts payable decreased by RMB148.46 million as compared with the same period of the previous year, mainly due to the significant decrease of RMB156.20 million in technical service fees payable;

3) Contract liabilities decreased by RMB138.13 million as compared with the same period of the previous year, mainly due to the recognition of licensing fees received in advance as revenue during the year;

4) Non-current liabilities due within one year increased by RMB123.90 million as compared with the same period of the previous year, mainly due to the increase of RMB129.54 million in long-term borrowings due within one year, and the decrease of RMB5.64 million in lease liabilities due within one year.

(2) Non-current liabilities increased by RMB772.05 million as compared with the same period of the previous year. In particular:

Long-term borrowings increased by RMB783.89 million as compared with the same period of the previous year, mainly due to the increase in borrowings of RMB328.64 million for Suzhou Junao Medicine Co., Ltd. (蘇州君奧精準醫學有限公司), the increase in borrowings of RMB245.38 million for the Company, the increase in borrowings of RMB237.15 million for Shanghai Junshi Biotechnology Co., Ltd. (上海君寶生物工程有限公司), the increase in borrowings of RMB62.33 million for Suzhou Junshi Biotechnology Co., Ltd. (蘇州君寶生物工程有限公司) and the increase in borrowings of RMB39.93 million for Suzhou Junmeng Biosciences Co., Ltd. (蘇州君盟生物醫藥科技有限公司) during the year. Long-term borrowings reclassified to non-current liabilities due within one year increased by RMB129.54 million as at the end of the year.

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APPENDIX III

2024 FINANCIAL ACCOUNTS REPORT

3. Shareholders' equity (excluding minority interests)

Item	Balance at the end of 2024	Unit: RMB'0,000
		Balance at the end of 2023	Year-on-year change
Equity attributable to owners of the Company	586,042	715,122	-18.1%
Share capital	98,569	98,569	N/A
Treasury shares	3,089	2,689	14.9%
Capital reserve	1,540,656	1,539,456	0.1%
Other comprehensive income	-15,994	-14,207	12.6%
Retained earnings	-1,034,099	-906,007	14.1%

At the end of 2024, total equity attributable to owners of the Company amounted to RMB5,860.42 million, representing a decrease of 18.1% as compared with the same period of the previous year. In particular:

1) Treasury shares amounted to RMB30.89 million. The Company repurchased a total of 820,000 shares through centralized price bidding via the trading system of the Shanghai Stock Exchange, and paid a total of RMB30.89 million (including handling fees);

2) Capital reserve amounted to RMB15,406.56 million, representing the increase of RMB12 million as compared with the same period of the previous year, which was due to the changes in other equity in associates recognized during the period.

II. OPERATING RESULTS

1. Operating income and cost

Item	2024	2023	Year-on-year change

Operating income	194,832	150,255	29.7%
Operating costs	41,068	54,098	-24.1%
Business tax and surcharges	2,229	1,970	13.1%

1) Operating income in 2024 increased by 29.7% as compared with the same period of the previous year, mainly due to the increase in the sales revenue from the commercialized drugs as compared with the same period of the previous year;

2) Operating costs for the period decreased by 24.1% as compared with the prior period, mainly due to the decrease in unit cost of the commercialized drug portfolio and the increase in gross profit margin as compared with the same period of the previous year;

APPENDIX III

2024 FINANCIAL ACCOUNTS REPORT

3) Consolidated gross profit margin for the period was 78.9%, representing an increase of 14.9 percentage points as compared with the same period of the previous year, mainly due to the decrease in unit cost of the commercialized drug portfolio and the increase in gross profit margin as compared with the same period of the previous year.

2. Expenses for the period

Item	Unit: RMB'0,000
	2024	2023	Year-on-year change
Selling expenses	98,455	84,436	16.6%
Administrative expenses	52,320	53,644	-2.5%
R&D expenses	127,527	193,747	-34.2%
Finance cost	-14	-6,709	-99.8%

In 2024, the total expenses for the period amounted to RMB2,782.88 million, representing a decrease of RMB468.30 million or 14.4% as compared with the same period of the previous year. In particular:

1) Selling expenses amounted to RMB984.55 million, representing an increase of RMB140.19 million as compared with the same period of the previous year, mainly due to the increase of RMB79.81 million in marketing expenses and the increase of RMB56.22 million in remuneration of sales staff as a result of the Company's efforts in supporting the growth of sales revenue during the year;

2) Administrative expenses amounted to RMB523.20 million, representing a decrease of RMB13.24 million as compared with the same period of the previous year, mainly due to the decrease in payroll as the Company strengthened cost control;

3) R&D expenses amounted to RMB1,275.27 million, representing a decrease of RMB662.20 million as compared with the same period of the previous year, mainly due to the corresponding decreases in clinical research and technical service fees and payroll as the Company devoted its resources to the R&D projects with greater potential as a result of the progressive completion of multiple registrational clinical trials for the Company's products including TUOYI® and JUNSHIDA (君適達®) while actively implementing the action plan for "Enhancing Quality and Efficiency with a Focus on Return";

4) Finance income amounted to RMB0.14 million, representing a decrease of RMB66.95 million as compared with the same period of the previous year, mainly due to the increase in the Company's borrowings during the period, resulting in increased interest expenses and decreased interest income.

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APPENDIX III

2024 FINANCIAL ACCOUNTS REPORT

3. Profitability

Item	2024	2023	Year-on-year change
Operating profit	-133,882	-245,744	111,862
Total profit	-135,756	-249,169	113,413
Net profit attributable to owners of the Company	-128,093	-228,343	100,250

During the Reporting Period, the losses from operating profit, total profit and net profit attributable to owners of the Company decreased by RMB1,118.62 million, RMB1,134.13 million and RMB1,002.50 million year on year, respectively, mainly due to the increase in the sales revenue from commercialized products in 2024 as compared with the same period of the previous year. At the same time, the Company actively implemented the action plan for "Enhancing Quality and Efficiency with a Focus on Return" by continuously strengthening its control over various expenses, reducing unit production costs and improving the efficiency of sales, and devoted its resources to the R&D projects with greater potential.

III. CASH FLOW

1. Cash flow from operating activities

Net cash flow from operating activities of the Company in 2024 amounted to RMB-1,433.84 million, representing a decrease of RMB571.14 million or 28.5% as compared to net outflow of the same period of the previous year, mainly due to the fact that the cash inflow from commercial sales was insufficient to cover the increasing R&D investments and commercialization expenses.

2. Cash flow from investing activities

Net cash flow from investing activities in 2024 amounted to RMB-892.78 million, mainly due to the cash outflow from investments in short-term wealth management products from banks, long-term equity and other non-current financial assets, as well as investment expenditure in the Suzhou Junao Oncology Hospital project.

3. Cash flow from financing activities

Net cash flow from financing activities in 2024 amounted to RMB1,023.15 million, mainly due to the increase in external borrowings during the period.

Shanghai Junshi Biosciences Co., Ltd.*
Board of Directors
27 March 2025

APPENDIX IV ESTIMATED EXTERNAL GUARANTEE QUOTA FOR 2025

Details of the resolution in relation to the addition of the estimated external guarantee quota of the Company for 2025 are as follows:

Name of the guaranteed parties: Shanghai Junshi Biotechnology Co., Ltd. (上海君寶生物工程有限公司) (“Junshi Biotechnology”), Suzhou Union Biopharm Biosciences Co. Ltd. (蘇州眾合生物醫藥科技有限公司) (“Suzhou Union”), Suzhou Junmeng Biosciences Co., Ltd. (蘇州君盟生物醫藥科技有限公司) (“Suzhou Junmeng”), Suzhou Junao Precision Medicine Co., Ltd. (蘇州君奧精準醫學有限公司) (“Suzhou Junao”), Suzhou Junshi Biotechnology Co., Ltd. (蘇州君寶生物工程有限公司) (“Suzhou Junshi Biotechnology”), Wuxi Runmin Pharmaceutical Technology Co., Ltd. (無錫潤民醫藥科技有限公司) (“Wuxi Runmin”), Shanghai JunTop Biosciences Co., Ltd.* (上海君拓生物醫藥科技有限公司) (“JunTop Biosciences”) and other wholly-owned and majority-owned subsidiaries as well as the wholly-owned and majority-owned subsidiaries newly established, merged or acquired through acquisition (the “Guaranteed Parties”) during the authorization period of the Company.
Amount of the guarantees: In 2025, the Company proposes to provide the above Guaranteed Parties with an estimated external guarantee quota to an amount not exceeding RMB5.5 billion. As of 27 March 2025, the total amount of external guarantee quota provided by the Company was RMB5.0 billion, of which the unused quota within the approved guarantee quota was RMB1,193 million.
No counter-guarantee has been provided for these guarantees.
This matter needs to be submitted to the Company's 2024 annual general meeting for consideration.

I. OVERVIEW OF THE GUARANTEES

(1) Overview

In order to meet the capital needs of the Company and its subsidiaries for production, operation and business development, taking into account the Company's 2025 development plan, in 2025, the Company intends to provide guarantees for the Guaranteed Parties when there is a need to apply for credit facilities and for daily operation, and the total amount of guarantees is expected not to exceed RMB5.5 billion with the authorization period of 12 months from the date of approval by the general meeting. Details such as the specific amount, term and fee rate of the guarantees shall be determined by the Company and the Guaranteed Parties and financial institutions such as the lending bank within the aforementioned quota through negotiation. For matters relating to the guarantees, the officially-signed guarantee documents shall prevail. The use of banking facilities under the guarantees and/or the projects involved should conform to the Company's approved business plan, and should be performed, and corresponding approvals shall be obtained, in accordance with the provisions of the Articles of Association.

APPENDIX IV ESTIMATED EXTERNAL GUARANTEE QUOTA FOR 2025

As the above guarantee quota is an estimated amount based on the current business situation of the Company, to ensure the actual needs of the Company's production and operation and improve the flexibility of external guarantees with overall risk under control, such guarantee quota can be adjusted among the Guaranteed Parties during the authorization period. The Board of Directors of the Company has proposed at the general meeting to authorize the Board of Directors and its authorized person(s) to, within the scope of the aforementioned guarantee quota, deal with the specific matters for providing the guarantees within 12 months upon the approval of the general meeting according to the needs of the Company's actual operations.

(2) Review and approval procedures

II. GENERAL INFORMATION OF THE GUARANTEED PARTIES

(1) Shanghai Junshi Biotechnology Co., Ltd.*

Date of incorporation: 29 June 2016

Place of registration: No. 1069 Xinyang Road, Lingang New Area, China (Shanghai) Pilot Free Trade Zone

Legal representative: Zhang Zhuobing

Scope of business: General items: Engaging in technical services, technical consulting, technology development, and technology transfer in the fields of biotechnology and biopharmaceutical technology, import and export of goods; import and export of technologies. (Except for items subject to approval in accordance with the law, business activities shall be carried out independently under the business license in accordance with the law) Licensed items: Production of medicines; entrusted production of medicines; wholesale of medicines; import and export of medicines; retail of medicines. (Items that are subject to approval in accordance with the law may only be carried out upon approval by relevant departments. The specific operation items are subject to the approvals or licenses from relevant departments)

Relationship with the Company: A wholly-owned subsidiary of the Company, and is held as to 100% by the Company.

APPENDIX IV ESTIMATED EXTERNAL GUARANTEE QUOTA FOR 2025

Key financial data: At the end of 2024, Junshi Biotechnology had total assets of RMB3,369,450,000, total liabilities of RMB3,026,647,900 and net assets of RMB342,802,200. In 2024, Junshi Biotechnology recorded revenue of RMB530,142,600 and net profit of RMB-68,527,200. After deducting non-recurring gains and losses, its net profit was RMB-69,896,200. The above financial data for 2024 has been audited by RSM China (Special General Partnership).

Junshi Biotechnology subsists in accordance with the law, is not a judgment defaulter, and has good capacity to fulfill its contractual obligations.

(2) Suzhou Union Biopharm Biosciences Co. Ltd.*

Date of incorporation: 12 October 2013

Place of registration: No. 999, Longqiao Road, Wujiang Economic and Technological Development Zone

Legal representative: Zhang Zhuobing

Scope of business: Research & development of active pharmaceutical ingredients and new drugs and related technology development, technical consulting, technology transfer and technical services; research & development and sales of pharmaceutical intermediates (except for drugs and dangerous chemicals) and related technology development, technical consulting, technology transfer and technical services; manufacturing and sales of monoclonal antibody injection; operation and agency of import and export business of various goods and technologies (except for goods and technologies that are restricted or prohibited from importing and exporting by the state). (Items that are subject to approval in accordance with the law may only be carried out upon approval by relevant departments)

Relationship with the Company: A wholly-owned subsidiary of the Company, and is held as to 100% by the Company.

Key financial data: At the end of 2024, Suzhou Union had total assets of RMB849,602,200, total liabilities of RMB252,764,400 and net assets of RMB596,837,800. In 2024, Suzhou Union recorded revenue of RMB117,997,700 and net profit of RMB-32,260,200. After deducting non-recurring gains and losses, its net profit was RMB-32,286,100. The above financial data for 2024 has been audited by RSM China (Special General Partnership).

Suzhou Union subsists in accordance with the law, is not a judgment defaulter, and has good capacity to fulfill its contractual obligations.

APPENDIX IV ESTIMATED EXTERNAL GUARANTEE QUOTA FOR 2025

(3) Suzhou Junmeng Biosciences Co., Ltd.*

Date of incorporation: 12 October 2013

Place of registration: East side of Chang'an Road, Wujiang Economic and Technological Development Zone (located in Wujiang Science and Technology Pioneer Park)

Legal representative: Zhang Zhuobing

Scope of business: Licensed items: Production of medicines; entrusted production of medicines; wholesale of medicines; import and export of medicines; manufacturing of Class II medical devices; manufacturing of Class III medical devices; operation of Class III medical devices (Items that are subject to approval in accordance with the law may only be carried out upon approval by relevant departments. The specific operation items are subject to the approval results. The specific operation items are subject to the approval results) General items: Technical services, technology development, technical consulting, technology exchange, technology transfer, technology promotion; medical research and experimental development; research & development of biochemical products and technologies; research & development and application of cell technologies; import and export of technologies; domestic trade agency; manufacturing of Class I medical devices; sales of Class I medical devices; sales of Class II medical devices (Except for items subject to approval in accordance with the law, business activities shall be carried out independently under the business license in accordance with the law)

Relationship with the Company: A wholly-owned subsidiary of the Company, and is held as to 100% by the Company.

Key financial data: At the end of 2024, Suzhou Junmeng had total assets of RMB1,256,392,700, total liabilities of RMB847,556,700 and net assets of RMB408,835,900. In 2024, Suzhou Junmeng recorded revenue of RMB123,210,100 and net profit of RMB-11,699,200. After deducting non-recurring gains and losses, its net profit was RMB-12,647,700. The above financial data for 2024 has been audited by RSM China (Special General Partnership).

As of 27 March 2025, Suzhou Junmeng subsists in accordance with the law, is not a judgment defaulter, and has good capacity to fulfill its contractual obligations. The Company convened the twenty-ninth meeting of the third session of the Board of Directors on 28 March 2024, which considered and approved the "Resolution on the Merger by Absorption between Wholly-owned Subsidiaries" (《關於全資子公司之間吸收合併的議案》). It is agreed that Suzhou Union will merge with Suzhou Junmeng by way of absorption. At present, the merger by absorption is underway.

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APPENDIX IV ESTIMATED EXTERNAL GUARANTEE QUOTA FOR 2025

(4) Suzhou Junao Precision Medicine Co., Ltd.*

Date of incorporation: 10 January 2018

Place of registration: Unit 17-B501, Creative Industry Park, No. 328 Xinghu Street, Suzhou Industrial Park, Suzhou Area, China (Jiangsu) Pilot Free Trade Zone

Legal representative: Xiong Jun

Scope of business: Research on precision medicine technology, technology transfer and technical services; medical project investment. (Items that are subject to approval in accordance with the law may only be carried out upon approval by relevant departments) Licensed items: Operation of Class III medical devices (Items that are subject to approval in accordance with the law may only be carried out upon approval by relevant departments. The specific operation items are subject to the approval results) General items: Sales of Class II medical devices; sales of Class I medical devices (Except for items subject to approval in accordance with the law, business activities shall be carried out independently under the business license in accordance with the law)

Relationship with the Company: A wholly-owned subsidiary of the Company, and is indirectly held as to 100% by the Company.

Key financial data: At the end of 2024, Suzhou Junao had total assets of RMB1,227,721,000, total liabilities of RMB850,596,000 and net assets of RMB377,125,000. In 2024, Suzhou Junao recorded revenue of RMB0 and net profit of RMB-2,886,300. After deducting non-recurring gains and losses, its net profit was RMB-2,886,300. The above financial data for 2024 has been audited by RSM China (Special General Partnership).

Suzhou Junao subsists in accordance with the law, is not a judgment defaulter, and has good capacity to fulfill its contractual obligations.

(5) Suzhou Junshi Biotechnology Co., Ltd.*

Date of incorporation: 19 June 2018

Place of registration: No. 8 Weizheng Road, Suzhou Industrial Park

Legal representative: Xiong Jun

Scope of business: Technical services, technical consulting, technology development and technology transfer in the fields of biotechnology and biopharmaceutical technology. (Items that are subject to approval in accordance with the law may only be carried out upon approval by relevant departments)

APPENDIX IV ESTIMATED EXTERNAL GUARANTEE QUOTA FOR 2025

Relationship with the Company: A wholly-owned subsidiary of the Company, and is indirectly held as to 100% by the Company.

Key financial data: At the end of 2024, Suzhou Junshi Biotechnology had total assets of RMB890,600,400, total liabilities of RMB810,431,100 and net assets of RMB80,169,400. In 2024, Suzhou Junshi Biotechnology recorded revenue of RMB0 and net profit of RMB-1,173,500. After deducting non-recurring gains and losses, its net profit was RMB-1,173,500. The above financial data for 2024 has been audited by RSM China (Special General Partnership).

Suzhou Junshi Biotechnology subsists in accordance with the law, is not a judgment defaulter, and has good capacity to fulfill its contractual obligations.

(6) Wuxi Runmin Pharmaceutical Technology Co., Ltd.*

Date of incorporation: 8 December 2022

Place of registration: 1108-3, No. 88, Dong'an Road, Anzhen Street, Xishan District, Wuxi

Legal representative: Zhang Zhuobing

Scope of business: Licensed items: Production of medicines; wholesale of medicines; retail of medicines; entrusted production of medicines; import and export of medicines (Items that are subject to approval in accordance with the law may only be carried out upon approval by relevant departments. The specific operation items are subject to the approval results) General items: technical services, technology development, technical consulting, technology exchange, technology transfer, technology promotion; research & development of mechanical equipment; research & development of industrial enzyme; conference and exhibition services; information consulting services (excluding licensed information consulting services); packaging services; general cargo warehousing services (excluding items such as dangerous chemicals subject to licensing and approval); sales of Class I medical devices; wholesale of cosmetics; retail of cosmetics; sales of chemical product (excluding licensed chemical products); Internet sales (except for sales of goods subject to licensing); import and export of goods; import and export of technologies; natural science research and experimental development; research & development and application of cell technologies; medical research and experimental development (except for the development and application of human stem cells, gene diagnosis and treatment technology) (Except for items subject to approval in accordance with the law, business activities shall be carried out independently under the business license in accordance with the law)

Relationship with the Company: A majority-owned subsidiary of the Company, and is directly held as to 50% by the Company.

APPENDIX IV ESTIMATED EXTERNAL GUARANTEE QUOTA FOR 2025

Key financial data: At the end of 2024, Wuxi Runmin had total assets of RMB416,376,300, total liabilities of RMB116,690,400 and net assets of RMB299,685,900. In 2024, Wuxi Runmin recorded revenue of RMB0 and net profit of RMB-6,470,500. After deducting non-recurring gains and losses, its net profit was RMB-6,475,200. The above financial data for 2024 has been audited by RSM China (Special General Partnership).

Wuxi Runmin subsists in accordance with the law, is not a judgment defaulter, and has good capacity to fulfill its contractual obligations.

(7) Shanghai JunTop Biosciences Co., Ltd.*

Date of incorporation: 6 August 2021

Place of registration: Room 602-1, No. 1043, Halei Road, China (Shanghai) Pilot Free Trade Zone

Legal representative: Xiong Jun

Scope of business: General items: Research & development of biopharmaceuticals and vaccines (except for the development and application of human stem cells, gene diagnosis and treatment technology); and provision of related technology development, technical consulting, technology transfer, technical services; import and export of goods; import and export of technologies. (Except for items subject to approval in accordance with the law, business activities shall be carried out independently under the business license in accordance with the law) Licensed items: Wholesale of medicines; entrusted production of medicines. (Items that are subject to approval in accordance with the law may only be carried out upon approval by relevant departments)

Relationship with the Company: A majority-owned subsidiary of the Company, and is directly held as to 71.85% by the Company.

Key financial data: At the end of 2024, JunTop Biosciences had total assets of RMB1,428,573,400, total liabilities of RMB69,620,300 and net assets of RMB1,358,953,100. In 2024, JunTop Biosciences recorded revenue of RMB0 and net profit of RMB-118,878,700. After deducting non-recurring gains and losses, its net profit was RMB-118,905,100. The above financial data for 2024 has been audited by RSM China (Special General Partnership).

JunTop Biosciences subsists in accordance with the law, is not a judgment defaulter, and has good capacity to fulfill its contractual obligations.

APPENDIX IV ESTIMATED EXTERNAL GUARANTEE QUOTA FOR 2025

III. MAIN CONTENT OF THE GUARANTEE AGREEMENT

As of 27 March 2025, apart from the existing external guarantees for which Junshi Biotechnology, Suzhou Junmeng, Suzhou Junao and Suzhou Junshi Biotechnology as the Guaranteed Parties, the Company has not yet entered into any agreements regarding the guarantees for 2025. The above total planned guarantee amount is merely an estimated guarantee quota that the Company intends to provide, and it is subject to consideration and approval by the Company's general meeting. When actual business transactions occur, the amount, term, fee rate and other details of the guarantees shall be determined by the Company and the Guaranteed Parties with financial institutions such as the lending bank within the aforementioned quota through negotiation. The relevant guarantee matters are subject to the officially-signed guarantee documents.

IV. REASONS FOR AND NECESSITY OF THE GUARANTEE

The Guaranteed Parties are all wholly-owned subsidiaries or majority-owned subsidiaries of the Company, and have good prospects for business development. The external guarantees to be provided by the Company this time is for the purpose of ensuring normal production and operation of its subsidiaries and the needs of the rapid development of project construction, as well as for the purpose of applying for credit facilities by its subsidiaries and for their daily operation. The Company and relevant subsidiaries are operating in good condition, and the risks associated with the guarantees are manageable. There are no such circumstances that are detrimental to the interests of the Company and other shareholders, especially minority shareholders.

V. OPINION OF THE BOARD OF DIRECTORS

“Resolution on Estimated External Guarantee Quota for 2025” (《關於2025年度對外擔保預計額度的議案》) was considered and approved at the seventh meeting of the fourth session of the Board of Directors on 27 March 2025. The Board of Directors is of the view that the Company's estimated external guarantee quota for 2025 has been determined after taking into comprehensive consideration of the business development needs of the Company and its subsidiaries, and thus it is in line with the actual operations and overall development strategy of the Company. The Guaranteed Parties are all wholly-owned subsidiaries or majority-owned subsidiaries of the Company, with sound asset and credit conditions. The risks associated with the guarantees are manageable, and the guarantee arrangements are in the interests of the Company and all its shareholders.

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APPENDIX IV ESTIMATED EXTERNAL GUARANTEE QUOTA FOR 2025

VI. CUMULATIVE AMOUNT OF EXTERNAL GUARANTEES AND AMOUNT OF OVERDUE GUARANTEES

As of 27 March 2025, the Company’s total external guarantee quota amounted to RMB5.0 billion (representing the sum of the unused quota within the approved guarantee quota and the actual balance of the guarantees, excluding the guarantee quota approved this time), accounting for 85.32% and 46.37% of the latest audited net assets and total assets of the Company, respectively, of which, the actual balance of the guarantee for its wholly-owned subsidiary, Junshi Biotechnology, was RMB882 million, accounting for 15.05% and 8.18% of the latest audited net assets and total assets of the Company, respectively; the actual balance of the guarantee for its wholly-owned subsidiary, Suzhou Junmeng, was RMB480 million, accounting for 8.19% and 4.45% of the latest audited net assets and total assets of the Company, respectively; the actual balance of the guarantee for its wholly-owned subsidiary, Suzhou Junao, was RMB1,705 million, accounting for 29.09% and 15.81% of the latest audited net assets and total assets of the Company, respectively; the actual balance of the guarantee for its wholly-owned subsidiary, Suzhou Junshi Biotechnology, was RMB740 million, accounting for 12.63% and 6.86% of the latest audited net assets and total assets of the Company, respectively; the unused quota within the approved guarantee quota was RMB1,193 million. As of 27 March 2025, the Company does not have overdue guarantees.

Note: Financial figures set out in the above resolution is prepared in accordance with PRC GAAP.

NOTICE OF 2024 AGM

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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 annual general meeting (the "AGM") 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 June 2025 at 2:30 p.m., for the following purposes:

ORDINARY RESOLUTIONS(9)

The proposal in relation to the 2024 Report of the Board of Directors
The proposal in relation to the 2024 Report of the Board of Supervisors
The proposal in relation to the 2024 Annual Report and its summary
The proposal in relation to the 2024 Financial Accounts Report
The proposal in relation to the 2024 Profit Distribution Plan
The proposal in relation to the application for financing and credit lines from financial institution(s) for 2025
The proposal in relation to the remuneration of Directors for 2025
The proposal in relation to the remuneration of Supervisors for 2025
The proposal in relation to the appointment of the PRC and overseas auditors for 2025
The proposal in relation to the changes in and adjustment of amounts of certain investment sub-projects of the 2022 Issuance of A Shares
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NOTICE OF 2024 AGM

SPECIAL RESOLUTIONS⁽⁹⁾

The proposal in relation to the estimated external guarantee quote for 2025
The proposal in relation to the grant of the general mandate to issue domestic and/or overseas debt financing instruments

In order to meet the needs of the Company’s business development, reduce financing costs and seize market opportunities in a timely manner, in accordance with the PRC Company Law and other relevant laws and regulations, the Hong Kong Listing Rules as well as the relevant requirements of the Articles of Association, the Board of Directors intends to propose to the Shareholders at the general meeting to generally and unconditionally authorize the Board of Directors (and for the Board of Directors to sub-delegate the Chairman and his authorized person(s)) to determine and implement specific matters regarding the issuance of debt financing instruments within the quota as approved by the Shareholders at the general meeting:

I. Principal Terms for Issuance of the Debt Financing Instruments

Categories of the Debt Financing Instruments: The relevant debt financing instruments include, but are not limited to, short-term debentures, super short-term debentures, medium term notes, private placement debt financing instruments, enterprise bonds, corporate bonds, H Share convertible bonds, offshore RMB bonds and foreign currency bonds, perpetual bonds and other domestic and overseas debt financing instruments denominated in RMB or foreign currency permitted by the competent regulatory authority.
Size of Issuance: The size of issuance of domestic and overseas debt financing instruments totaling not more than RMB2,500 million (or an equivalent amount in foreign currency) (calculated based on the aggregate balance outstanding upon the issuance and, in the case of an instrument denominated in a foreign currency, based on the median rate of the exchange rates published by the People’s Bank of China on the date of the issuance) is authorized to be issued either one-off or in tranches within the validity period of such authorization.
Currency of Issuance: The currency of issuance of debt financing instruments may be RMB or foreign currency based on the review and approval results of the issuance of debt financing instruments and the domestic and overseas market conditions of debt financing instruments at the time of such issuance.
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NOTICE OF 2024 AGM

Term and Interest Rate: The maximum term shall be no more than 10 years, with a single term or hybrid type of multiple terms. Domestic debt financing instruments with an indefinite term will not be subject to the above time limit. The specific term, the size of issuance of each term and type of debt financing instruments and their interest rates shall be determined by the Board of Directors or the Chairman and his authorized person(s) in accordance with the relevant regulations and the prevailing market conditions.
Issuer: The Company or its domestic or overseas wholly-owned subsidiary, or special-purpose vehicle established by the Company. If a domestic or overseas wholly-owned subsidiary or special-purpose vehicle is the issuer of debt financing instruments, the Company shall provide guarantees (including those provided by the issuer of debt financing instruments itself and/or by the Company) within the quota for issuance of its debt financing instruments, enter into a keep-well agreement or adopt a third-party credit enhancement method for such issuance.
Issuance Price: The specific issuance price shall be determined by the Board of Directors or the Chairman and his authorized person(s) in accordance with relevant regulations and market conditions.
Use of Proceeds: It is expected that, after deducting the issuance expenses, the proceeds raised from the issuance of debt financing instruments are to be used for purposes including meeting the needs of daily operations, repaying loans, replenishing working capital and/or investment, acquisition. The specific use of proceeds shall be determined by the Board of Directors or the Chairman and his authorized person(s) in accordance with the capital needs of the Company from time to time.
Method of Issuance: It shall be determined based on the approval process of debt financing instruments, and the domestic and overseas market conditions of debt financing instruments at the time of such issuance.
The debt financing instruments to be issued are proposed to be listed on the Inter-bank Bond Market, the Shanghai Stock Exchange, the Hong Kong Stock Exchange, or other domestic or foreign exchanges.
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NOTICE OF 2024 AGM

II. Authorization for Issuance of Debt Financing Instruments

It is proposed that the Shareholders at the general meeting to generally and unconditionally authorize the Board of Directors (and for the Board of Directors to sub-delegate the Chairman and his authorized person(s)) to determine in their absolute discretion, and deal with all matters in respect of the issuance of debt financing instruments in accordance with the Company's needs from time to time as well as the market conditions, including but not limited to:

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NOTICE OF 2024 AGM

(5) to handle any other specific matters related to the issuance of debt financing instruments and execute all relevant or necessary documents.

To agree that at the time of the approval and authorization of the above matters by the Shareholders at the general meeting, the Board of Directors be further authorized to delegate the Chairman and his authorized person(s) to implement the issuance of debt financing instruments in accordance with the Company's needs and other market conditions.
To authorize the Chairman and his authorized person(s) to approve, execute and publish relevant documents, announcements and circulars and make relevant information disclosure in accordance with the applicable rules and regulations in the place where the Shares are listed.

III. The Validity Period of Authorization for Issuance of Debt Financing Instruments

NOTICE OF 2024 AGM

registration (if applicable) for such issuance from the regulatory authorities within the validity period of the authorization, the Board of Directors or the Chairman and his authorized person(s) of the Company may complete the issuance of debt financing instruments within the validity period as confirmed by such approval, permission or registration.

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

A special resolution will be proposed at the AGM to consider and approve the grant of the general mandate to issue A Shares and/or H Shares of the Company.

In order to seize market opportunities and ensure flexibility to issue new Shares (including any sale or transfer of treasury Shares), it is proposed at the AGM to approve the grant to the Board of Directors of an unconditional general mandate to authorize the Board of Directors to, subject to market conditions and the needs of the Company, separately or concurrently issue, allot and deal with A Shares and/or H Shares or securities convertible into such shares, options, warrants or similar rights to subscribe for any A Shares and/or H Shares in the Company ("Similar Rights") (including any sale or transfer of treasury Shares) not exceeding 20% of the total number of Shares in issue (excluding any treasury Shares) as at the date of passing the resolutions at the AGM, and to approve and execute all necessary documents, submit all necessary application procedures to the relevant authorities and take other necessary actions for the completion of the above matters:

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

It is proposed at the general meeting to approve the grant of an unconditional general mandate to the Board of Directors (and the Board to authorize the Chairman and his authorized person(s)) (unless the delegation of authority is stipulated otherwise by relevant laws and

NOTICE OF 2024 AGM

regulations) to, with full discretion, separately or concurrently allot, issue and deal with A Shares and/or H Shares or Similar Rights (including any sale or transfer of treasury Shares) in accordance with the needs of the Company from time to time and market conditions, and determine the terms and conditions for allotting, issuing and dealing with the new Shares or Similar Rights, including but not limited to:

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

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NOTICE OF 2024 AGM

To agree that upon obtaining the approval and authorization granted by the Shareholders at the AGM for the above matters, the Chairman and his authorized person(s) be further authorized by the Board of Directors to implement matters for the issuance of additional A Shares and/or H Shares or Similar Rights according to the Company's needs and other market conditions.
To authorize the Chairman and his authorized person(s) to approve, sign and publish relevant documents, announcements and circulars and make relevant information disclosures in accordance with applicable regulatory rules at places where the Company are listed.

II. Authorization period of issuance of additional A Shares and/or H Shares or Similar Rights of the Company

The proposed grant of general mandate to issue Shares is subject to the approval of the Shareholders by special resolution in general meeting.

By Order of the Board

Shanghai Junshi Biosciences Co., Ltd.*

Mr. Xiong Jun

Chairman

Shanghai, the PRC, 29 May 2025

NOTICE OF 2024 AGM

Notes:

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 AGM 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 AGM in accordance with the Listing Rules.
The register of members of H shares of the Company will be closed from Friday, 13 June 2025 to Friday, 20 June 2025, 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 AGM. In order to be eligible to attend and vote at the AGM, 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 June 2025, being the last share registration date.
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.
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).
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.
The AGM is expected to last for less than half a day. Shareholders (in person or by proxy) who attend the AGM should bear their own transportation and accommodation expenses. Shareholders or their proxies attending the AGM shall present their identification documents.
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.
Unless otherwise stated, capitalized terms used herein shall have the same meanings as that defined in the circular of the Company dated 29 May 2025 ("Circular"). References to times and dates in this notice are to Hong Kong local times and dates.
Further details of the resolutions have been included in the Circular.
This notice of AGM is despatched to the holders of H shares only. The notice of AGM 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 a non-executive Director; and Mr. Zhang Chun, Dr. Feng Xiaoyuan, Dr. Yang Yue, Mr. Li Zhongxian and Ms. Lu Kun as independent non-executive Directors.

For identification purpose only

AI assistant

Shanghai Junshi Biosciences Co., Ltd. — Proxy Solicitation & Information Statement 2025

50236_rns_2025-05-29_01cede99-a837-4910-9423-676b9f6151a9.pdf

君实生物 TopAlliance

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

I. INTRODUCTION

Ordinary Resolutions

Special Resolutions

II. DETAILS OF THE RESOLUTIONS

(1) 2024 Report of the Board of Directors

(2) 2024 Report of the Board of Supervisors

(3) 2024 Annual Report and its summary

(4) 2024 Financial Accounts Report

(5) 2024 Profit Distribution Plan

(6) Application for financing and credit lines from financial institution(s) for 2025

(9) Appointment of the PRC and overseas auditors for 2025

(10) Changes in and adjustment of amounts of certain investment sub-projects of the 2022 Issuance of A Shares

I. Adjustments to the use of proceeds

II. Reasons for the Adjustments

1. Additional investment in the sub-project “JS207 domestic and overseas R&D”

2. Additional investment in the sub-project “JS107 domestic and overseas R&D”

3. Additional investment in the sub-project “JS125 domestic and overseas R&D”

4. Additional investment in the sub-project “JT002 domestic and overseas R&D”

5. Additional investment in the sub-project “JS203 domestic and overseas R&D”

6. Additional investment in the sub-project “JS015 domestic and overseas R&D”

8. Reduction of investment in the sub-project “JS004 domestic and overseas R&D”

9. Reduction of investment in the sub-project “JS007 domestic R&D”

10. Reduction of investment in the sub-project "JS014 domestic R&D"

11. Reduction of investment in the sub-project "JS110 domestic and overseas R&D"

12. Reduction of investment in the sub-project "JS111 domestic and overseas R&D"

III. Feasibility analysis of the Adjustments

1. The Company has distinguished capabilities in drug discovery and R&D

2. The Company has a drug R&D and production system across the entire industry chain

IV. Impact on the Company and risk warning

1. Risks related to R&D of new drugs

2. Risks related to the implementation of investment projects

(11) Estimated external guarantee quota for 2025

(12) Grant of the general mandate of issue of domestic and/or overseas debt financing instruments

I. Principal Terms for Issuance of the Debt Financing Instruments

II. Authorization for Issuance of Debt Financing Instruments

III. The Validity Period of Authorization for Issuance of Debt Financing Instruments

(13) Grant of the general mandate to issue additional A Shares and/or H Shares

II. Authorization period of issuance of additional A Shares and/or H Shares or Similar Rights of the Company

III. AGM

IV. CLOSURE OF REGISTER OF MEMBERS OF H SHARES

V. PROXY FORM

VI. VOTING BY POLL

VII. RECOMMENDATIONS

VIII. RESPONSIBILITY STATEMENT

IX. FURTHER INFORMATION

II. THE WORK OF THE BOARD OF DIRECTORS IN 2024

(I) Basic Information of the Board of Directors

(II) Convening of Board Meetings

(V) Performance of the Independent Non-executive Directors

(VI) Information Disclosure and Investor Relations Management

III. THE WORK PLAN OF THE BOARD OF DIRECTORS IN 2025

II. OPINION OF THE BOARD OF SUPERVISORS ON RELATED MATTERS OF THE COMPANY

(I) Compliant Operation of the Company

(II) Financial Position of the Company

(III) Management and Use of Proceeds of the Company

(IV) Opinions on Internal Control System and Annual Self-evaluation on Internal Control

(V) Share Incentives of the Company

III. WORK ARRANGEMENT OF THE BOARD OF SUPERVISORS FOR 2025

I. FINANCIAL POSITION

1. Asset structure

2. Debt structure

3. Shareholders' equity (excluding minority interests)

II. OPERATING RESULTS

1. Operating income and cost

2. Expenses for the period

3. Profitability

III. CASH FLOW

1. Cash flow from operating activities

2. Cash flow from investing activities

3. Cash flow from financing activities

(2) Review and approval procedures

II. GENERAL INFORMATION OF THE GUARANTEED PARTIES

(1) Shanghai Junshi Biotechnology Co., Ltd.*

Shanghai Junshi Biosciences Co., Ltd. Proxy Solicitation & Information Statement 2025