Shanghai Junshi Biosciences : OVERSEAS REGULATORY ANNOUNCEMENT - SHANGHAI JUNSHI BIOSCIENCES CO., LTD.* ANNOUNCEMENT ON THE ADDITION OF NEW IMPLEMENTATION ENTITIES FOR INVESTMENT PROJECTS AND THE ENTERING INTO OF QUADRIPARTITE AGREEMENT ON SUPERVISION OF SPECIAL DEPOSIT ACCOUNTS FOR PROCEEDS

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

SHANGHAI JUNSHI BIOSCIENCES CO., LTD.*

上海君實生物醫藥科技股份有限公司

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

(Stock code: 1877)

OVERSEAS REGULATORY ANNOUNCEMENT

This announcement is made pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Reference is made to the "Shanghai Junshi Biosciences Co., Ltd.* Announcement on the Addition of New Implementation Entities for Investment Projects and the Entering into of Quadripartite Agreement on Supervision of Special Deposit Account for Proceeds" published by Shanghai Junshi Biosciences Co., Ltd. on the website of the Shanghai Stock Exchange, for reference purpose only. The following is a translation of the official announcement solely for the purpose of providing information. Should there be any discrepancies, the Chinese version will prevail.

By order of the Board

Shanghai Junshi Biosciences Co., Ltd.*

Mr. Xiong Jun

Chairman

Shanghai, the PRC, 24 July 2020

As at the date of this announcement, the board of directors of the Company comprises Mr. Xiong Jun, Dr. Li Ning, Dr. Feng Hui, Mr. Zhang Zhuobing, Dr. Wu Hai and Dr. Yao Sheng as executive Directors; Mr. Tang Yi, Mr. Li Cong, Mr. Yi Qingqing and Mr. Lin Lijun as non-executive Directors; and Dr. Chen Lieping, Mr. Chen Xinjun, Mr. Qian Zhi, Mr. Zhang Chun and Dr. Roy Steven Herbst as independent non-executive Directors.

• For identification purposes only

Stock code: 688180

Stock short name: Junshi Bio

Announcement No.: Lin 2020-004

Shanghai Junshi Biosciences Co., Ltd.*

Announcement on the Addition of New Implementation Entities for Investment Projects and the Entering into of Quadripartite Agreement on Supervision of Special Deposit Accounts for Proceeds

The Board of Directors of the Company and all Directors warrant that there is no false and misleading statement or material omission in the contents of the announcement, and are responsible for the truthfulness, accuracy and completeness of the contents herein according to the law.

I. Overview of proceeds

According to the Approval on the Share Registration of the Initial Public Offering of Shanghai Junshi Biosciences Co., Ltd.* (Zheng Jian Xu Ke [2020] No. 940) issued by the China Securities Regulatory Commission on 20 May 2020, Shanghai Junshi Biosciences Co., Ltd.* (the "Company") was approved to publicly issue 87.13 million RMB ordinary shares to the public at an issue price of RMB55.50 per share, raising total proceeds of RMB4,835.715 million. After deducting the issuance expenses, the actual net proceeds were RMB4,496.9783 million. The above-mentioned funds have all been put in place. RSM China CPA LLP verified the availability of the proceeds from the Company's public issuance of new shares and issued the "Verification Report" Rong Cheng Yan Zi [2020] No. 230Z0103 on 8 July 2020.

II. Proceeds from investment projects

According to the "Prospectus for the Initial Public Offering and Listing of Shares on the STAR Market" disclosed by the Company, the investment projects to be funded by proceeds raised from the Company's initial public offering of shares and the planned use of proceeds are as follows:

		Total investment	Proposed investment
No.	Project name	amount from proceeds
(RMB 0'000)
		(RMB 0'000)
	Research and	120,000.00	120,000.00

• development projects of innovative drugs

	Junshi Biotech	180,000.00	70,000.00
2	Industrialization
	Lingang Project
	Repayment of bank	80,000.00	80,000.00
3	loans and
replenishment of
	liquidity
	Total	380,000.00	270,000.00

III. Addition of implementation entities for investment projects

In order to meet the actual development needs of investment projects, give full play to the strong R&D strength and solid technical reserves of the subsidiaries, improve the efficiency of the

2

use of proceeds, and ensure the implementation progress of investment projects, it is intended to add wholly-owned subsidiaries of the Company, namely Shanghai Junshi Biotechnology Co., Ltd. ("Junshi Biotechnology"), Suzhou Union Biopharm Biosciences Co., Ltd.* ("Suzhou Union Biopharm") and Suzhou Junmeng Biosciences Co., Ltd.* ("Suzhou Junmeng") as the implementation entities of the "research and development projects of innovative drugs". It is also intended to add Junshi Biotechnology, Suzhou Union Biopharm and Suzhou Junmeng as the implementation entities of the "repayment of bank loans and replenishment of liquidity".

Except for the above newly added subsidiaries as the implementation entities, the total investment amount, the investment amount from proceeds and the construction contents of the Company's investment projects remain unchanged. The proceeds are deposited in special accounts designated by the Board for centralized management in strict accordance with the regulations. Funds will be used on a specified purpose basis and the proceeds will be used in a standardized manner.

The basic information on the above wholly-owned subsidiaries is as follows:

No.	Company	Place of	Time of	Registered	Principal businesses
name	registration	establishment	capital
1	Junshi	Shanghai	29 June 2016	RMB1	Mainly engaged in the development and
Biotechnology	billion	operation of the Lingang Production Base
	Suzhou Union		12 October	RMB0.75	Mainly responsible for the operation of the
2	Suzhou	Wujiang Production Base and the
Biopharm	2013	billion	commercialization of the Company's drug
					candidates
3	Suzhou	Suzhou	12 October	RMB0.6	Mainly engaged in the R&D of
Junmeng	2013	billion	biopharmaceuticals

Subsequent to the above adjustments, the implementation entities of each investment project are as follows:

		Implementation
No.	Project name	entity before	Implementation entities after change
		change
1	Research and development	the Company	the Company, Junshi Biotechnology, Suzhou
projects of innovative drugs	Union Biopharm, Suzhou Junmeng
2	Repayment of bank loans and	the Company	the Company, Junshi Biotechnology, Suzhou
replenishment of liquidity	Union Biopharm, Suzhou Junmeng

IV. Entering into of "Quadripartite Agreement on Supervision of Special Deposit Accounts for Proceeds" and opening of special deposit accounts

In order to regulate the Company's management and use of proceed to protect the rights and interests of investors, the Company has set up relevant special accounts for proceeds. Upon receipt of the proceeds, they have all been deposited in special deposit accounts opened under the approval of the Board of the Company. The Company has entered into a tripartite agreement on the supervision of proceeds with the sponsor institution and the commercial bank in which the proceeds are deposited. For details, please refer to the "Announcement on the Initial Public Offering and Listing of Shares of Shanghai Junshi Biosciences Co., Ltd.* on the STAR Market" disclosed by the Company on the Shanghai Stock Exchange website (http://www.sse.com.cn) on 14 July 2020.

On 24 July 2020, the Company, China Merchants Bank Co., Ltd. Shanghai Branch and China International Capital Corporation (the "Sponsor Institution") entered into the "Quadripartite Agreement on Supervision of Special Deposit Accounts for Proceeds" (the "Agreement") with Junshi Biotechnology, Suzhou Union Biopharm and Suzhou Junmeng, respectively.

The opening of special accounts under the Agreement is as follows:

No.	Account holder	The bank where the bank	Special account number for
account is opened	proceeds
1	Junshi Biotechnology	China Merchants Bank Co., Ltd.	121932224510566
Shanghai Changle Sub-branch
2	Suzhou Union Biopharm	China Merchants Bank Co., Ltd.	512908464210566
Shanghai Changle Sub-branch
3	Suzhou Junmeng	China Merchants Bank Co., Ltd.	512907597610366
Shanghai Changle Sub-branch

V. Main contents of the "Quadripartite Agreement on Supervision of Special Deposit Accounts for Proceeds"

1. Junshi Biotechnology, Suzhou Union Biopharm and Suzhou Junmeng ("Parties A") have respectively opened a special deposit account for proceeds at China Merchants Bank Co., Ltd. Shanghai Branch ("Party B"). Parties A may keep part of the proceeds in their special deposit accounts for proceeds as time deposits with different terms and promptly notify the Sponsor Institution. Parties A undertake that such time deposits will be transferred in time to the special deposit account for proceeds stipulated in the Agreement upon maturity for management or renewal in the form of time deposits, and notify the Sponsor Institution. In addition, Parties A's time deposits shall not be pledged.

1. The Sponsor Institution shall designate a sponsor representative or other staff members to supervise the use of proceeds raised by Parties A in accordance with relevant regulations, and undertakes to perform its sponsorship duties and carry out continuous supervision in accordance with the "Measures for the Administration of the Sponsorship of the Offering and Listing of Securities", the "Administrative Measures for Proceeds of Companies Listed on the Shanghai Stock Exchange (Revised in 2013)" and the Management Policies for Raised Funds formulated by the Company. The Sponsor Institution may exercise its supervisory powers through on-site investigations and enquiries in writing. The Company, Parties A and Party B shall cooperate in the investigation and inquiry made by the Sponsor Institution. The Sponsor Institution shall conduct an on-site investigation of the Company every six months and inspect the deposit status in the special deposit accounts.

1. Party B shall issue true, accurate and complete special deposit account statements to Parties A on a monthly basis (before the 10th of each month) and send their copies to the Sponsor Institution.

(IV) If the amount withdrawn at one time or accumulatively within 12 months from the special deposit accounts exceeds RMB50 million and reaches 20% of the net amount of total proceeds from the issuance after deducting the issuance expenses, Parties A shall promptly notify the Sponsor Institution by fax and provide the withdrawal list of such special deposit accounts.

1. The Sponsor Institution shall have the right to replace the designated sponsor representative in accordance with relevant regulations. If the Sponsor Institution changes the sponsor representative, it shall notify Party B in writing of the relevant supporting documents, and notify the contact information of the sponsor representative after such replacement in accordance with the requirements of article 13 of the Agreement. The validity of the Agreement shall not be affected by the replacement of the sponsor representative.

(VI) If Party B fails to issue a statement to Parties A in a timely manner for three consecutive

times and if it fails to cooperate in the investigation of special deposit accounts by the Sponsor Institution, Parties A may, voluntarily or under the request of the Sponsor Institution, terminate the Agreement unilaterally and cancel the special deposit accounts for proceeds.

(VII) If the Sponsor Institution finds that the Company, Parties A and Party B have not fulfilled the Agreement as agreed, it shall promptly report to the Shanghai Stock Exchange in writing after learning such facts.

(VIII) The Agreement is governed by, and shall be construed in accordance with, the laws of the PRC. The parties agree that any disputes arising from or in relation to the Agreement shall be settled through friendly negotiation between the disputing parties. If the dispute cannot be resolved through negotiation, upon request of either party, the dispute will be submitted to the China International Economic and Trade Arbitration Commission for arbitration in Beijing in accordance with its arbitration rules and procedures. The parties agree with the applicable general arbitration procedures, and that the arbitration panel shall consist of three persons. The arbitral award shall be final and is binding on all parties in dispute.

(IX) The Agreement shall take effect from the date of signing and affixing of official seals or contract seals by the legal representatives (persons in charge) or authorized representatives of the Company, Parties A, Party B and the Sponsor Institution, and shall expire from the date when all the funds in the special deposit accounts are withdrawn and the accounts are cancelled according to the law.

VI. Review procedures performed and opinions on the projects

(I) Review procedures

On 24 July 2020, the twenty-fifth meeting of the second session of the Board and the twentieth meeting of the second session of the Supervisory Committee of the Company considered and approved the "Resolution on the Addition of New Implementation Entities for Investment Projects and the Entering into of Quadripartite Agreement on Supervision of Special Deposit Accounts for Proceeds", and agreed to add the wholly-owned subsidiaries Junshi Biotechnology, Suzhou Union Biopharm and Suzhou Junmeng as the new implementation entities of "innovative drug R&D projects", and agreed to introduce Junshi Biotechnology, Suzhou Union Biopharm and Suzhou Junmeng as the new implementation entities of "repayment of bank loans and replenishment of liquidity". It was also agreed that the wholly-owned subsidiaries Junshi Biotechnology, Suzhou Union Biopharm and Suzhou Junmeng would open special deposit accounts for proceeds.

Except for the addition of the aforementioned subsidiaries as the new implementation entities, there is no change to the total investment amount, the investment amount from proceeds and the construction contents of the Company's investment projects. This matter is within the scope of approval and permission of the Board and does not need to be submitted to the general meeting for consideration and approval.

(II) Independent opinions of the independent non-executive Directors of the Company

The independent non-executive Directors of the Company are of the view that, the addition of new implementation entities for investment projects is in line with the Company's operation planning. It will facilitate the operational efficiency of the investment projects, promote the effective implementation of the investment projects, and improve the utilization efficiency of the proceeds. The use and purpose of the proceeds are in line with the Company's principal business development

direction, in the interests of the Company and all shareholders, and will not harm the interests of the Company and the shareholders. The relevant approval procedures comply with the regulations including the "Guidelines for the Supervision and Administration on Listed Companies No. 2 - Supervision and Administration Requirements for Listed Companies on the Management and Use of Proceeds", and the requirements under the Company's "Management Policies for Raised Funds of Shanghai Junshi Biosciences Co., Ltd.*". As such, the independent non-executive Directors agree to the Company's addition of new implementation entities for investment projects and the entering into of the Quadripartite Agreement on Supervision of Special Deposit Accounts for Proceeds.

(III) Opinion of the Supervisory Committee

The Supervisory Committee of the Company is of the view that, the addition of new implementation entities for investment projects will facilitate the smooth implementation of investment projects. It is in line with the development of the Company without any conflict with the implementation of investment projects, and does not affect the normal carrying on of investment projects. It will not alter the capital flow of proceeds in any way or harm the interests of shareholders.

Based on the above, the Supervisory Committee of the Company agrees the addition of new implementation entities for investment projects.

(IV) Verification opinion of the Sponsor Institution

Upon verification, China International Capital Corporation Limited, the Sponsor Institution, considers that:

The Company's addition of new implementation entities for certain investment projects is in line with the Company's development plan and actual production and operation needs, and it will not alter the capital flow of proceeds in any way or harm the interests of shareholders. The above matter has been considered and approved by the Board and the Supervisory Committee of the Company, and the independent Directors have furnished an express affirmative independent opinion. It complies with the relevant laws, regulations and other regulatory documents such as the Articles of Association of the Company, and the necessary approval procedures have been performed.

Based on the above, the Sponsor Institution has no objection to the Company's addition of new implementation entities for certain investment projects.

VII. Attachments to the online announcement

1. Independent Opinions of the Independent Non-executive Directors of Shanghai Junshi Biosciences Co., Ltd.* on Matters Relating to the Twenty-fifth Meeting of the Second Session of the Board of Directors;

1. Verification Opinion of China International Capital Corporation Limited on the Addition of New Implementation Entities for Investment Projects by Shanghai Junshi Biosciences Co., Ltd.*

Notice is hereby given.

Shanghai Junshi Biosciences Co., Ltd.*

Board of Directors

25 July 2020

* For identification purpose only