Shanghai Junshi Biosciences : OVERSEAS REGULATORY ANNOUNCEMENT - SHANGHAI JUNSHI BIOSCIENCES CO., LTD.* ANNOUNCEMENT ON THE REPLACEMENT OF SELF-RAISED FUNDS INVESTED IN ADVANCE WITH PROCEEDS RAISED FROM THE ISSUANCE

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 Replacement of Self-raised Funds Invested in Advance with Proceeds Raised from the Issuance" 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, 28 August 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 2020-011

Shanghai Junshi Biosciences Co., Ltd.*

Announcement on the Replacement of Self-raised Funds Invested in Advance with Proceeds Raised from the Issuance

The Board of Directors and all members of the Board of Directors of the Company warrant that the contents of the announcement do not contain any false and misleading statement or material omission, and shall undertake legal liabilities in accordance with the law for the truthfulness, accuracy and completeness of the contents herein.

Important notice:

• Shanghai Junshi Biosciences Co., Ltd.* (the "Company") intends to replace the self-raised funds invested in advance in the investment projects with proceeds raised from the issuance amounting to RMB849,714,300 and replace the self-raised funds used in advance for the payment of issuance expenses with proceeds raised from the issuance amounting to RMB3,646,500. In aggregate, the Company intends to replace self-raised funds invested in advance with proceeds raised from the issuance amounting to RMB853,360,800. The above matters are in line with the requirement that the period between the time of replacement and the time of the raised proceeds becoming available shall be within six months.

I. Overview of the proceeds

In accordance with the "Approval of the Initial Public Offering and Listing of Shares of Shanghai Junshi Biosciences Co., Ltd.*" (Zheng Jian Xu Ke [2020] No. 940)

(《關於同意上海君實生物醫藥科技股份有限公司首次公開發行股票註冊的批覆》

（證監許可〔2020〕940號）) issued by the China Securities Regulatory Commission on 20 May 2020, the Company was approved to issue 87,130,000 RMB-denominated

ordinary shares at an issue price of RMB55.50 per share by way of public offering, with the total proceeds amounted to RMB4,835,715,000. Net proceeds after deducting issuance expenses amounted to RMB4,496,978,300. The above funds have become fully available. The said proceeds from the public offering have been verified by RSM China (容誠會計師事務所（普通特殊合夥）) which issued the "Capital Verification Report" (Rong Cheng Yan Zi [2020] No. 230Z0103 (容誠驗字[2020]230Z0103號 《驗資報告》) on 8 July 2020.

In order to regulate the management and use of proceeds of the Company and to safeguard the interests of investors, the Company established a special account for such proceeds. Upon receipt, all proceeds were deposited into the special account established with approval by the Board of Directors of the Company, and a tripartite agreement on supervision of proceeds was entered into by the Company, the Sponsor Institution and the commercial bank in which the proceeds were 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" (《上海君實生物醫

藥科技股份有限公司首次公開發行股票科創板上市公告書》) disclosed by the

Company on the website of Shanghai Stock Exchange (http://www.sse.com.cn) on 14 July 2020.

1. Investment projects utilizing the proceeds as committed in the application document for the issuance
   According to the Prospectus in Relation to the Initial Public Offering and Listing of Shares on the STAR Market (《首次公開發行股票並在科創板上市招股說明書》) published by the Company, the investment projects and plan for use of proceeds from the initial public offering of the Company are as follows:

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

After the proceeds raised from the issuance are in place, the Company will invest the proceeds into the above projects according to the actual needs and priorities of the projects. If the total investment amount of the projects exceeds the amount of proceeds raised from the issuance, the amount to be used shall be settled by the Company with its own funds or self-raised funds. If the proceeds raised from the issuance exceeds the capital requirements of the projects, the surplus amount will be used for purposes relating to the Company's principal business and other purposes.

Before the proceeds raised from the issuance are in place, the Company will make an initial investment with its own funds or self-raised funds according to the needs of the projects, and after the proceeds raised are in place, the Company can replace the initial investment funds according to the requirements and procedures of the relevant laws, regulations and regulatory documents.

Within the scope of the final determined investment projects to be funded by proceeds raised the issuance, the Board of Directors of the Company may, according to the actual needs of the project, make appropriate adjustments to the sequence and amount of the proceeds to be invested in the above projects.

III. Self-raised funds invested in advance in the investment projects

As of 15 July 2020, the actual total amount invested in advance in the investment projects using self-raised funds by the Company amounted to RMB849,714,300, with RMB849,714,300 intended to be replaced by proceeds from the issuance, details of which are as follows:

		Investment	Total amount invested
		in advance using	Amount to be
No.	Name of project	amount	self-raised funds as of	replaced
		(RMB'0,000)	15 July 2020	(RMB'0,000)
			(RMB'0,000)
	Research and
1	development projects	120,000.00	14,971.43	14,971.43
	of innovative drugs
	Junshi Biotech
2	Industrialization	180,000.00	70,000.00	70,000.00
	Lingang Project
	Repayment of bank
3	loans and	80,000.00	-	-
replenishment of
	liquidity
	Total	380,000.00	84,971.43	84,971.43

RSM China issued the "Verification Report on Shanghai Junshi Biosciences Co., Ltd.* Self-Raised Funds Invested in Advance in the Investment Projects with the Proceeds Raised from the Issuance" (RSM Zhuanzi [2020] No. 230Z1995) in respect of the use of the above self-raised funds invested in advance in the investment projects.

IV. Self-raised funds in advance payment of issuance expenses

The total issuance expenses of the Company's funds amounted to RMB338,736,700 (excluding value-added tax), including sponsor and underwriting fees, audit fees, legal fees, information disclosure fees related to this issuance, and other fees related to listing procedures. As of 15 July 2020, the Company has used self-raised funds to pay for issuance expenses excluding tax amounting to RMB3,646,500, with RMB3,646,500 intended to be replaced by proceeds raised from the issuance.

RSM Accountant LLP (Special General Partnership) issued the "Verification Report on Shanghai Junshi Biosciences Co., Ltd.* Self-Raised Funds Invested in Advance in the Investment Projects with Proceeds Raised from the Issuance" (RSM Zhuanzi [2020] No. 230Z1995) in respect of the use of the above self-raised funds invested in advance in the investment projects.

V. Review procedures performed for the fund replacement

On 28 August 2020, the "Resolution on the Replacement of Self-raised Funds Invested in Advance with Proceeds from the Issuance" (《關於使用募集資金置換預 先投入的自籌資金的議案》) was considered and approved at the twenty-sixth meeting of the second session of the Board of Directors of the Company and the twenty-first meeting of the second session of the Board of Supervisors of the Company, under which consent was given to the Company's replacement of self-raised funds invested in advance in the investment projects with the proceeds raised from the issuance amounting to RMB849,714,300 and the replacement of self-raised funds used in advance for the payment of issuance expenses with proceeds raised from the issuance amounting to RMB3,646,500. In aggregate, the Company intends to replace self-raised funds invested in advance with proceeds raised from the

issuance amounting to RMB853,360,800. The independent non-executive directors of the Company have expressly issued their consent opinions.

VI. Special opinions

(I) Opinions of independent non-executive directors

The independent non-executivedirectors of the Company have given their consent to the Company's replacement of self-raisedfunds invested in advance in the investment projects with the proceeds from the issuance amounting to RMB849,714,300 and the replacement of self-raisedfunds used in advance for the payment of issuance expenses with proceeds from the issuance amounting to RMB3,646,500. RSM China has issued the "Verification Report on Shanghai Junshi Biosciences Co., Ltd.* Self-RaisedFunds Invested in Advance in the Investment Projects with Proceeds Raised from the Issuance" (RSM Zhuanzi [2020] No. 230Z1995) in respect of the replacement of self-raisedfunds invested in advance with proceeds from the issuance, which is in line with the requirement that the period between the time of replacement and the time of the raised proceeds becoming available shall be within six months. The content and review procedures of the Company's replacement of self-raisedfunds invested in advance with proceeds from the issuance are in compliance with the "Guidelines on the Supervision and Administration on Listed Companies No. 2 - Supervision and Administration Requirements for Listed Companies on the Management and Utilization of Raised Funds" (《上市公司監管指引第2號--上市公司募集資金管理和使用的監管要 求》) and other laws, regulations, rules and other regulatory documents as well as the requirements under the Management Policies for Raised Funds of the Company. There is no conflict between the fund replacement and the implementation plans of the investment projects; such replacement will not affect the normal progress of the investment projects; and there is no circumstance where the replacement will change the use of proceeds in effect or become detrimental to the interests of the shareholders.

(II) Opinions of the Board of Supervisors

The Board of Supervisors of the Company have given their consent to the Company's replacement of self-raised funds invested in advance in the investment projects with the proceeds from the issuance amounting to RMB849,714,300 and the replacement of self-raised funds used in advance for the payment of issuance expenses with proceeds from the issuance amounting to RMB3,646,500. Such fund replacement is in compliance with relevant laws and regulations such as the "Guidelines on the Supervision and Administration on Listed Companies No. 2 - Supervision and Administration Requirements for Listed Companies on the Management and Utilization of Raised Funds" and the requirement that the period between the time of replacement and the time of the raised proceeds becoming available shall be within six months. There is no conflict between the fund replacement and the implementation plans of the investment projects; such replacement will not affect the normal progress of the investment projects; and there is no circumstance where the replacement will change the use of proceeds in effect or become detrimental to the interests of the shareholders.

(III) Verification opinion of the accounting firm

RSM Accountant LLP (Special General Partnership) issued the "Verification Report on Shanghai Junshi Biosciences Co., Ltd.* Self-Raised Funds Invested in Advance in the Investment Projects with Proceeds Raised from the Issuance" (RSM Zhuanzi [2020] No. 230Z1995), which is of the view that: the Company's "Special Report on Self-Raised Funds Invested in Advance in the Investment Projects with Proceeds Raised from the Issuance" is in compliance with relevant laws and regulations such as the "Guidelines on the Supervision and Administration on Listed Companies No. 2 - Supervision and Administration Requirements for Listed Companies on the Management and Utilization of Raised Funds" (CSRC Announcement [2012] No. 44) and the Shanghai Stock Exchange's "Measures for the Management of Funds Raised by Listed Companies (Revised in 2013)" issued by the Shanghai Stock Exchange, which fairly reflects the circumstances of the Company's self-raised funds invested in advance in the investment projects with proceeds raised from the issuance.

(IV) Verification opinion of the Sponsor Institution

Upon verification, the Sponsor Institution is of the view that:

The replacement of self-raised funds invested in advance with proceeds raised from the issuance by the Company has been approved by the Company's Board of Directors and Board of Supervisors. Independent directors have issued explicit consent to, and RSM China has issued a special verification report in respect of, the replacement, for which all necessary legal procedures have been performed, and the replacement time is less than 6 months from the time when the proceeds raised from the issuance became available, which is in compliance with the relevant requirements of "Guidelines on the Supervision and Administration on Listed Companies No. 2 - Supervision and Administration Requirements for Listed Companies on the Management and Utilization of Raised Funds" and the Shanghai Stock Exchange's "Measures for the Management of Funds Raised by Listed Companies (Revised in 2013)". There is no conflict between this replacement of self-raised funds invested in advance with proceeds raised from the issuance and the implementation plans of the investment projects; such replacement will not affect the normal progress of the investment projects; and there is no circumstance where the replacement will change the use of proceeds in effect or become detrimental to the interests of the shareholders. In summary, the Sponsor Institution has no objection to the Company's replacement of self-raised funds invested in advance with proceeds raised from the issuance.

VII. Attachments to the Online Announcement

1. Independent Opinion of Independent Non-executive Directors on the Relevant Matters at the Twenty-sixth Meeting of the Second Session of the Board of Directors of the Company;

1. "Verification Report on Shanghai Junshi Biosciences Co., Ltd.* Self-Raised Funds Invested in Advance in the Investment Projects with Proceeds Raised from the Issuance" (RSM Zhuanzi [2020] No. 230Z1995) issued by RSM China;

1. "Verification Opinions on the Replacement of Self-raised Funds Invested in Advance with Proceeds Raised from the Issuance of Shanghai Junshi Biosciences Co., Ltd.*" issued by the Sponsor Institution, China International Capital Corporation Limited (中國國際金融股份有限公司).

Announcement is hereby given.

Shanghai Junshi Biosciences Co., Ltd.*

Board of Directors

29 August 2020

* For identification purpose only