Shanghai Junshi Biosciences : OVERSEAS REGULATORY ANNOUNCEMENT - SHANGHAI JUNSHI BIOSCIENCES CO., LTD.* ANNOUNCEMENT ON THE FULFILLMENT OF EXERCISE CONDITIONS FOR THE FIRST EXERCISE PERIOD UNDER THE 2018 SHARE OPTION INCENTIVE SCHEME

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 circular of the Company dated 20 April 2020 regarding, among other things, amendments to the share incentive scheme in respect of the Company's existing pre-IPO options granted to certain of its employees. The Company wishes to announce that the exercise condition for the first tranche of these unexercised pre-IPO options under the scheme (as amended), have been fulfilled.

Reference is made to the "Shanghai Junshi Biosciences Co., Ltd.* Announcement on the Fulfillment of Exercise Conditions for the First Exercise Period under the 2018 Share Option Incentive Scheme" 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 purpose only

Stock code: 688180 Stock short name: Junshi Bio Announcement No.: Lin2020-013

Shanghai Junshi Biosciences Co., Ltd.*

Announcement on the Fulfillment of Exercise Conditions for the First Exercise Period under the 2018 Share Option Incentive Scheme

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 shall undertake legal liabilities in accordance with the law for the truthfulness, accuracy and completeness of the contents herein.

IMPORTANT NOTICE

• Number of the Share Options proposed to be exercised: 1,245,500 share options
• Source of underlying shares: ordinary A shares of the Company to be issued to participants by the Company.

Shanghai Junshi Biosciences Co., Ltd.* (the "Company") convened the twenty-sixth meeting of the second session of the Board of Directors and the twenty-first meeting of the second session of the Board of Supervisors on 28 August 2020, at which, the "Resolution on the Fulfillment of Exercise Conditions for the First Exercise Period under the 2018 Share Option Incentive Scheme" was considered and approved. The exercise conditions for the first exercise period under the 2018 share option incentive scheme of the Company were fulfilled, the details of which are set out below:

I. APPROVAL AND IMPLEMENTATION OF THE SHARE OPTION INCENTIVE SCHEME

(I) Share Option Incentive Scheme

The Company implemented the share option incentive scheme (the "Incentive Scheme") in 2018 and granted a total of 6,023,000 share options to 268 participants at an exercise price of RMB9.2 per share option with a term of 3 years from the grant date, i.e. 12 March 2018. The Company convened the thirty-seventh meeting of the first session of the Board of Directors and the eleventh meeting of the first session of the Board of Supervisors on 24 April 2018, and convened the 2017 annual general meeting on 14 May 2018, at which, the "Resolution on Implementing Share Option Incentive Scheme" was considered and approved and the "2018 Share Option Incentive Scheme of Shanghai Junshi Biosciences Co., Ltd.* " was approved.

(II) Adjustments after the Grant of the Share Options

To further implement the Incentive Scheme for the purpose of fulfilling incentives, without prejudice to the interests of the Company and all shareholders, and in combination

with the plan of the Company's initial public offering of RMB ordinary shares (A shares) and listing on the STAR Market (the "Issuance") and market practices, the Company convened the twelfth meeting of the second session of the Board of Directors and the ninth meeting of the second session of the Board of Supervisors on 30 April 2019, the 2018 annual general meeting, the 2019 first class meeting of domestic shareholders and the 2019 first class meeting of H shareholders on 17 June 2019, at which, the "Resolution on Adjusting the 2018 Share Option Incentive Scheme of the Company" was considered and approved, the Incentive Scheme was revised and adjusted and the "2018 Share Option Incentive Scheme of Shanghai Junshi Biosciences Co., Ltd.* (Revision)" (《上海君实生物医药科技股份有限公司 2018 年股权激励方案（修订稿）》) (the "Incentive Scheme (Revision)") was formulated, to

become effective upon the date of the Issuance and listing.

Based on the actual situation of the Company, the Company convened the twentieth meeting of the second session of the Board of Directors and the seventeenth meeting of the second session of the Board of Supervisors on 27 March 2020, and the 2019 annual general meeting, the 2020 first class meeting of domestic shareholders and the 2020 first class meeting of H shareholders on 11 May 2020, at which, the "Resolution on Adjusting the 2018 Share Option Incentive Scheme (Revision)" was considered and approved, the relevant contents involving the validity period and exercise arrangement of Incentive Scheme involved in the "2018 Share Option Incentive Scheme (Revision)" were adjusted, and the "2018 Share Option Incentive Scheme of Shanghai Junshi Biosciences Co., Ltd.* (Second Revision)" (《上海君实生物医药科技股份有限公司 2018 年股权激励方案（第二次修订 稿）》) (the "Incentive Scheme (Second Revision) or "This Incentive Scheme") was formulated. This Incentive Scheme took effect from the date of the Issuance and listing.

The qualification for the share options of 61 participants was cancelled as they no longer fulfill the requirement for participants as defined in This Incentive Scheme due to their resignation for personal reasons.

(III) Share Options Previously Granted

		Exercise	Number of	Number of	Remaining
Tranche	Grant date	share options	number after
price	grantees
		granted	the grant
2018 Share
Option	12 March	RMB 9.2 per	6,023,000	268	0
Inventive	2018	share
Scheme

(IV) Exercise of the Share Options

The twenty-sixth meeting of the second session of the Board of Directors and the twenty-first meeting of the second session of the Board of Supervisors convened on 28 August 2020 considered and approved the "Resolution on the Fulfillment of Exercise Conditions for the First Exercise Period under the 2018 Share Option Incentive Scheme".

According to the exercise arrangements under This Incentive Scheme, the number of exercisable share options in the first exercise period represents 25% of the number of share options granted, and the total number of share options that can be exercised by 207 participants in the first exercise period was 1,245,500.

1. DESCRIPTION OF THE EXERCISE CONDITIONS FOR THE FIRST EXERCISE PERIOD UNDER THE SHARE OPTION INCENTIVE SCHEME
   The grant date of This Incentive Scheme is 12 March 2018, the Company's A shares were listed on the STAR Market of the Shanghai Stock Exchange on 15 July 2020, and the first vesting period of share options granted under This Incentive Scheme of the Company has expired on 15 July 2020.
   Set out below is the description of the fulfillment of exercise conditions for the first exercise period under This Incentive Scheme:

Exercise Conditions for the First Exercise Period of Share	Description of Whether
Exercise Conditions are
Options Granted
	Fulfilled
1. There is no occurrence of any of the following in respect of
the Company:
(1) issuance of the auditors' report with an adverse opinion or
which indicates an inability to give opinion by a certified public
accountant with respect to the financial accounting report of the
Company for its most recent accounting year;
(2) issuance of the auditors' report with an adverse opinion or
which indicates an inability to give opinion by a certified public	The	exercise conditions
accountant with respect to the internal control of the financial	were	fulfilled as no
report of the Company for its most recent accounting year;	aforesaid circumstance
(3) failure to conduct profit distribution in accordance with laws	occurred.
and regulations, the Articles of Association and public
undertakings within the last 36 months after listing;

1. prohibition from implementation of share option incentives by the Company Law, the Securities Law and requirements of relevant laws, regulations and regulatory documents;
2. such other circumstances as determined by the CSRC and other securities regulatory authorities.

2. The participants continued to be employed at their position before each exercise date and there is no occurrence of any of the following:

(1) no longer satisfying the conditions specified in the "Basis for Determination of Participants"

a. he or she has been determined by stock exchange as an ineligible person in the last 12 months;

b. he or she has been determined by the CSRC or its delegated agencies as an ineligible person in the last 12 months;

c. he or she has been imposed by the CSRC or its delegated agencies with administrative penalties or measures prohibiting access into the market in the last three years due to material violation of laws and regulations;

d. he or she was subject to administrative penalties imposed by 61 participants did not

other securities regulatory authorities for major violations of	fulfill	the	exercise
laws and regulations in the last three years;	conditions	due	to	their
e. he or she is prohibited from acting as a director or a member	resignation,	and	the
of the senior management of a company as required by the	remaining				207
Company Law;	participants	fulfilled	the
f. he or she is not allowed to participate in the share option	exercise conditions as no
incentives of companies listed on the National Equities	aforesaid		circumstance
Exchange and Quotations or listed companies;	occurred.
g. other circumstances where he or she is inappropriate to be a
grantee according to the Company Law, the Securities Law and
other relevant laws, regulations and regulatory documents or
determined inappropriate to be a grantee by relevant securities
regulatory authorities.

1. he or she seriously violates the Company's management system, causing huge economic losses to the Company, or a serious negative impact on the Company, and was penalized by the Company;
2. his or her labor contract was terminated by the Company due to violation of relevant laws and regulations or the system of the Company;
3. voluntary resignation

Based on the foregoing, the Board of Directors were of the view that the conditions for the exercise of share options granted under This Incentive Scheme for the first exercise period (the "Exercise") were fulfilled. The number of participants fulfilling the exercise conditions for the first exercise period is 207 and the number of exercisable share options is 1,245,500, accounting for 0.1430% of the total existing share capital of the Company. The exercise price for the first exercise period is RMB9.2 per share option. 61 participants did not

fulfill the exercise conditions due to their resignation, and the 1,041,000 share options granted to them had lapsed automatically.

1. PARTICULARS OF THIS EXERCISE
   (i) Date of grant: 12 March 2018
   (ii) Number of exercisable share options under this Exercise: 1,245,500 share options
   (iii) Number of grantees who will exercise under this Exercise: 207 participants
   (iv) Exercise price: RMB9.2 per share option
   (v) Method of exercise: in batches
   (vi) Source of underlying shares: ordinary A shares of the Company to be issued to

participants by the Company

1. Exercise arrangements: This Exercise is the first time the share options are to be exercised in the first exercise period. The Company will uniformly handle the exercise of share options and the registration of shares involved in the exercise for the participants, as well as the industrial and commercial registration of changes and all relevant filing procedures after the exercise is completed.
2. List of participants and their exercisable share options:

					Percentage of
					exercisable
			Number of	Number of	share options to
No.	Name	Position	share options	exercisable	the total
			granted	share options	number of
					share options
					granted (%)
	Chen	Secretary to the
1	Board of	10,000	2,500	0.0415
Yingge
	Directors
Other	participants:	206 participants	4,972,000	1,243,000	20.6376
	Total	4,982,000	1,245,500	20.6791

Note: ① The above figures shown as total may not be an arithmetic aggregation of the figures preceding them due to rounding adjustments (the same below);

• 1,041,000 share options granted to 61 participants under This Incentive Scheme had

lapsed automatically as such participants did not fulfill the exercise conditions due to their resignation.

IV. INDEPENDENT NON-EXECUTIVE DIRECTORS' INDEPENDENT OPINION

According to the "Incentive Scheme (Second Revision)", the Company has fulfilled the exercise conditions of share options granted for the first exercise period, and 207 participants have fulfilled the exercise conditions for the first exercise period, therefore, the independent non-executive directors agreed to the handling of the relevant exercise procedures for the first exercise period for the participants aforesaid.

V. BOARD OF SUPERVISORS' OPINION

According to relevant requirements of the "Incentive Scheme (Second Revision)", the Company has fulfilled the exercise conditions of share options granted for the first exercise period, and the exercise arrangements (including exercise period, exercise conditions, etc.) comply with relevant provisions of relevant laws and regulations and regulatory documents, and the qualification for the share options of the 207 participants of the Company is legal and valid. The Board of Supervisors agreed that the participants that meet the exercise conditions can exercise their rights in batches within the specified exercise period.

VI. EXERCISE DATE AND TRANDING OF THE COMPANY'S SHARES

The Company will uniformly handle the exercise of share options for participants within the vesting period stipulated by the policies and relevant share registration procedures, and fix the exercise date as the date on which the Shanghai Branch of China Securities Depository and Clearing Corporation Limited has completed the share update registration procedures.

Among the participants, Chen Yingge is a senior management member of the Company, and she has not traded in the Company's shares within six months before the exercise date is fixed.

VII. CALCULATION AND DESCRIPTION OF COSTS OF THE SHARE OPTION INCENTIVE SCHEME

In accordance with the "Accounting Standards for Business Enterprises No. 11-Share- based Payments" (《企业会计准则第 11 号 - 股份支付》) and the "Accounting Standards for Business Enterprises No. 22 - Recognition and Measurement of Financial Instruments" (《企业会计准则第 22 号 - 金融工具确认和计量》), at the grant date, the Company determined the fair value of the share options at the grant date by adopting the Black-Scholes model; after the grant date, the Company amortised the exercise costs of the share options based on the accounting standards during the corresponding vesting period, and included the same in the relevant costs or expenses and capital reserves; and on the exercise date, the Company determined the share capital and share capital premium only based on the actual

number of share options exercised. The exercise will not have a significant impact on the Company's financial conditions and operating results.

VIII. CONCLUSION OF THE LEGAL OPINION

Jia Yuan Law Offices engaged by the Company issued a legal opinion on the matters of the Exercise and is of the view that:

1. Necessary authorization and approval has been obtained for the Exercise and procedures performed for the Exercise have complied with relevant laws, regulations and regulatory documents including the "Administrative Measures on Share Incentives of Listed Companies", as well as relevant provisions of the "Articles of Association" and the "Incentive Scheme (Second Revision)".

1. The 207 participants whose share options are exercisable are participants confirmed to have received the grants under the "Incentive Scheme (Second Revision)". Their qualification as participants is legal and valid and the number of exercisable share options complies with relevant requirements of the Incentive Scheme (Second Revision).

1. All the exercise conditions of the Exercise as required by the "Incentive Scheme (Second Revision)" have been fulfilled.
   IX. ATTACHMENTS TO THE ONLINE ANNOUNCEMENT

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

1. Legal Opinion on the Relevant Matters of the Exercisable Options in the First Exercise Period under the 2018 Share Option Incentive Scheme of Shanghai Junshi Biosciences Co., Ltd.* issued by Jia Yuan Law Offices.

Announcement is hereby given.

Shanghai Junshi Biosciences Co., Ltd.*

Board of Directors

29 August 2020

* For identification purpose only