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 Temporary Replenishment of Liquidity by Using Part of the Idle 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.

The proceeds referred to in this announcement are related to proceeds from the listing of A shares of the Company on the STAR Market of the Shanghai Stock Exchange only, and do not relate to the proceeds from the listing of H shares of the Company on the Stock Exchange of Hong Kong Limited.

By order of the Board

Shanghai Junshi Biosciences Co., Ltd.*

Mr. Xiong Jun

Chairman

Shanghai, the PRC, 30 March 2021

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 and Dr. Yao Sheng as executive Directors; Dr. Wu Hai, Mr. Tang Yi, Mr. Li Cong, Mr. Yi Qingqing and Mr. Lin Lijun as non-executive Directors; and Dr. Chen Lieping, Mr. Qian Zhi, Mr. Zhang Chun, Dr. Jiang Hualiang and Dr. Roy Steven Herbst as independent non-executive Directors.

  • For identification purpose only

Stock code: 688180

Stock Short Name: Junshi Bio Announcement No.: Lin 2021-023

Shanghai Junshi Biosciences Co., Ltd.*

Announcement on the Temporary Replenishment of

Liquidity by Using Part of the Idle Proceeds

The Board of Directors of the Company and all Directors 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") convened the thirty-fourthmeeting of the second session of the Board of Directors and the twenty-sixthmeeting of the second session of the Board of Supervisors on 30 March 2021, at which the "Resolution on the Temporary Replenishment of Liquidity by Using Part of the Idle Proceeds" (《關於使用部分閒置募集資金暫時補充流動資金 的議案》) was considered and approved to use idle proceeds of RMB700,000,000 (inclusive) to temporarily replenish the liquidity of the Company and the proceeds will only be used for business expansion, daily operation and production and operation related to the main business of the Company for a term of no more than 12 months from the date of the approval by the Board of Directors of the Company. The Company will return the borrowed funds back to the special account for proceeds in a timely manner according to the progress and needs of the investment projects funded with proceeds. The independent non-executivedirectors of the Company have provided express independent opinion of consent, and China International Capital Corporation Limited (中國國際金融股份有限公司), the Sponsor Institution of the

Company, has also expressly issued its verification opinion.

I. Overview of the Proceeds

In accordance with the "Approval on the Share Registration of the Initial Public Offering of Shanghai Junshi Biosciences Co., Ltd.*" (Zheng Jian Xu Ke [2020] No.

  1. (《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注册的 批復》(證監許可〔2020940)) issued by the CSRC on 20 May 2020, the Company was approved to issue 87,130,000 RMB ordinary shares at an issue price of RMB55.50 per share by way of public offering, with the total proceeds amounting to RMB4,835,715,000. Actual net proceeds after deducting issuance expenses amounted to RMB4,496,978,300. The above proceeds have become fully available to the Company. RSM China (Special General Partnership) (容誠會計師事務所(特殊普通 合夥)) verified the availability of the proceeds from the Company's public issuance of new shares, and issued the "Capital Verification Report" (Rong Cheng Yan Zi [2020] No. 230Z0103 (容誠驗字[2020]230Z0103號《驗資報告》) ) on 8 July 2020.

In order to regulate the management and use of proceeds of the Company and to safeguard the interests of investors, the Company established a special account for such proceeds. Upon receipt, all proceeds were deposited into the special account established with the 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 "Notice of Shanghai Junshi Biosciences Co., Ltd* for the Initial Public Offering and Listing of Shares 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. Use of Proceeds
  1. The investment projects and 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

  1. On 28 August 2020, the "Resolution on the Replacement of Self-raised Funds Invested in Advance with Proceeds from the Issuance" was considered and approved at 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 for agreeing the Company to replace the self-raised funds invested in advance in investment projects with proceeds amounting to RMB849,714,300, and the replacement of self-raised funds used in advance for the payment of issuance expenses with proceeds amounting to RMB3,646,500. In aggregate, the Company will replace self-raised funds invested in advance with proceeds amounting to RMB853,360,800. The independent non-executive directors of the Company have provided express opinion of consent on such matters.

RSM China (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. For details, please refer to the "Announcement on the Replacement of Self-raised Funds Invested in Advance with Proceeds from the Issuance" (Announcement no: Lin2020-011) which has been disclosed on the website

of Shanghai Stock Exchange (www.sse.com.cn) on 29 August 2020.

  1. On 29 September 2020, the "Resolution on the Permanent Replenishment of Liquidity by Using Part of the Surplus Proceeds" was considered and approved at the twenty-seventh meeting of the second session of the Board of Directors and the twenty-second meeting of the second session of the Board of Supervisors for the Company to permanently replenish its liquidity by using part of the surplus proceeds amounting to RMB539,093,400. The independent non-executive directors have expressly issued their opinions of consent. For details, please refer to the "Announcement on the Permanent Replenishment of Liquidity by Using Part of the Surplus Proceeds" (Announcement No.: Lin2020-024) which has been disclosed on the website of Shanghai Stock Exchange (www.sse.com.cn) on 30 September 2020.

(IV) On 29 September 2020, the "Resolution on Cash Management by Using Temporarily Idle Proceeds" was considered and approved at the twenty-seventh meeting of the second session of the Board of Directors and the twenty-second meeting of the second session of the Board of Supervisors for the Company to manage its cash by using temporarily idle proceeds not exceeding RMB3,800,000,000 provided that it does not affect the normal progress of the Company's investment plans funded with proceeds. The independent non-executive directors have expressly issued their opinions of consent. For details, please refer to the "Announcement on Cash Management by Using the Temporarily Idle Proceeds" (Announcement No.: Lin2020-025) which has been disclosed on the website of Shanghai Stock Exchange (www.sse.com.cn) on 30 September 2020.

III.Plan on the Replenishment of Liquidity by Using Idle Proceeds

To the extent that it does not affect the capital needs and normal progress of the investment projects funded with proceeds, in order to satisfy the liquidity needs of the Company, improve the efficiency of the use of proceeds, lower financial costs, further enhance the Company's profitability and safeguard the interests of the Company and

its Shareholders, pursuant to the Supervision Guide No.2 on Listed Companies -Regulatory on the Management and Use of Proceeds from Fund Raising of Listed Companies ( 上市公司監管指引第 2 號-上市公司募集資金管理和使用的監管要 求》) and Guideline No. 1 for the application of Self‑regulatory Rules for Companies Listed on the STAR Market of the Shanghai Stock Exchange - Standardised Operation (《上海證券交易所科創板上市公司自律監管規則適用指引第 1 --規範運作》) and other laws, regulations and regulatory documents, and considering the Company's actual production operation needs and financial condition, the Company intends to replenish its liquidity by using the idle proceeds amounting to RMB700,000,000 (inclusive) for a term of not more than 12 months from the date of consideration and approval by the Board of Directors of the Company on the premise of ensuring the progress of the investment projects and the satisfaction of its funding needs. The Company will return the borrowed funds to the special account of raised proceeds in a timely manner according to the progress and demand of the investment projects.

The use of idle proceeds to temporarily replenish liquidity will only be used for business expansion, daily operation and production and operation related to the main business of the Company, and will not be used for new share placement or subscription through direct or indirect arrangements, or for trading of stocks and their derivatives, or dealing the convertible corporation bonds, and will not change the use of proceeds in effect and will not affect the normal operation of the investment projects of proceeds.

IV. Review Procedures

The Company convened the thirty-fourth meeting of the second session of the Board of Directors and the twenty-sixth meeting of the second session of the Board of Supervisors on 30 March 2021, at which the "Resolution on the Temporary Replenishment of Liquidity by Using Part of the Idle Proceeds" was considered and

approved to allow the Company to use the idle proceeds of RMB700,000,000 (inclusive) to replenish the liquidity of the Company for a term of no more than 12 months since the date of consideration and approval by the Board of Directors. Pursuant to the relevant requirements of the Regulatory Guidelines for Listed Companies No. 2 - Regulatory Requirements for the Management and Usage of

Funds Raised by Listed Companies (《上市公司監管指引第2-上市公司募集資金

管理和使用的監管要求》), the Guideline No. 1 for the Application of Self-regulatory

Rules for Companies Listed on the STAR Market of the Shanghai Stock Exchange

(《上海證券交易所科創板上市公司自律監管規則適用指引第1--規範運作》

and the "Articles of Association of Shanghai Junshi Biosciences Co., Ltd.*", the resolution is not required to be submitted to the general meeting for consideration. The independent non-executive directors of the Company have provided express independent opinion of consent for the matter. China International Capital Corporation Limited, the Sponsor Institution of the Company, has issued specified verification opinion.

The review and approval procedures performed by the Company comply with the requirements of relevant laws and regulations and regulatory requirements of the regulatory authorities.

V. Special Opinions

(I) Opinion of Independent Non-executive Directors

The use of the idle proceeds by the Company of no more than RMB700,000,000 (inclusive) to temporarily replenish its liquidity will not change the use of proceeds in effect and will not affect the ordinary implementation of the investment plan of proceeds. The period of this replenishment for liquidity is no more than 12 months from the date of passing the resolution by the Board of the Company without conducting high-risk investment or providing financial assistance for others by using the idle proceeds; is conducive to the improvement of utilization efficiency of the proceeds and reduction of financial costs of the Company to raise the operating

efficiency of the Company. This temporary replenishment for the liquidity by using part of the idle proceeds is not detrimental to minority shareholders of the Company. The decision-marking procedures are in line with the requirements of relevant laws and regulations as well as the Articles of Association.

As such, the independent non-executive directors of the Company give consent to the Company to use idle proceeds of no more than RMB700,000,000 (inclusive) to temporarily replenish liquidity.

(II) Opinion of the Board of Supervisors

The proposed use of the idle proceeds by the Company of no more than RMB700,000,000 (inclusive) to temporarily replenish its liquidity will not change the target use of proceeds in effect and will not affect the ordinary implementation of the investment plan of proceeds. The proposed use of the idle proceeds by the Company will only be for the purpose of its daily business operation in relation to its principal business for a period of no more than 12 months. There is no circumstance where it will become detrimental to the interests of the Company and the shareholders. As such, the Board of Supervisors give consent to the Company to use idle proceeds of no more than RMB700,000,000 (inclusive) to temporarily replenish liquidity.

(III) Verification Opinion of the Sponsor Institution

Subsequent to verification, China International Capital Corporation Limited, the Sponsor Institution of the Company, is of the opinion that:

Subsequent to verification, the Sponsor Institution is of the opinion that:

This temporary replenishment of the liquidity by using part of the idle proceeds has been considered and approved on the thirty-fourth meeting of the second session of the Board of Directors and the twenty-sixth meeting of the second session of the Board of Supervisors of the Company, and the independent non-executive directors have expressly issued their opinions of consent. The necessary approval procedures have been performed, which is in compliance with the requirements under the laws,

regulations and corporate policies. The temporary replenishment of liquidity by using part of the idle proceeds by the Company is conducive to improving the efficiency of use of proceeds, reducing the finance costs of the Company and meeting the demand for business development of the Company. It will not affect the ordinary implementation of the investment plan of proceeds and will not change the target use of proceeds in effect. As such, the Sponsor Institution gives consent to the Company to use idle proceeds of no more than RMB700,000,000 (inclusive) to temporarily replenish liquidity.

VI. Attachment Published Online

  1. Independent Opinions of the Independent Non-executive Directors on Relevant Matters of the Thirty-fourth Meeting of the Second Session of the Board of Directors of Shanghai Junshi Biosciences Co., Ltd. *;
  1. Verification Opinion on the Temporary Replenishment of Liquidity by Using Part of the Idle Proceeds of Shanghai Junshi Biosciences Co., Ltd.* from China International Capital Corporation Limited.

Announcement is hereby given.

Shanghai Junshi Biosciences Co., Ltd.*

Board of Directors

31 March 2021

  • For identification purpose only

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Shanghai Junshi Biosciences Co. Ltd. published this content on 30 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 March 2021 14:00:07 UTC.