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 Capital Increase to Subsidiaries" 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.: Lin 2020-012

Shanghai Junshi Biosciences Co., Ltd.*

Announcement on the Capital Increase to Subsidiaries

The Board of Directors of the Company and all Directors warrant that there is no false and misleading statement or material omission herein, and shall undertake legal liabilities in accordance with the law for the truthfulness, accuracy and completeness of the contents herein.

Important Note:

  • Subjects of capital increase: Suzhou Junshi Biosciences Co., Ltd. (蘇州君實生 物醫藥科技有限公司) ("Suzhou Junshi"), Suzhou Junao Precision Medicine Co., Ltd. (蘇州君奧精準醫學有限公司) ("Suzhou Junao") and Suzhou Junshi Biotechnology Co., Ltd. ( 蘇州君實生物工程有限公司) ("Suzhou Junshi Biotechnology");
  • Amount of capital increase: RMB798.95 million in total;
  • The capital increase has been considered and approved at the twenty-sixth meeting of the second session of the Board of Directors of Shanghai Junshi Biosciences Co., Ltd.* (the "Company"), and is not subject to approval at the general meeting of the Company;
  • The transaction does not constitute a related transaction, nor a significant asset restructuring as stipulated under the "Administrative Measures for the Significant Asset Restructuring of Listed Companies".
  1. Overview of capital increase

(1) Basic information of the capital increase

Based on the Company's strategic planning and the needs for operating development,

the Company intends to increase the share capital of Suzhou Junshi, a wholly-owned subsidiary, with injection amount of RMB400 million. Suzhou Junshi and the Company's

wholly-owned subsidiary Suzhou Union Biopharm Biosciences Co., Ltd. (蘇州眾合生物

醫藥科技有限公司) ("Suzhou Union Biopharm") intend to increase the share capital of

Suzhou Junao. The proposal is as follows: Suzhou Junshi shall make capital injection of RMB237.50 million in cash to Suzhou Junao; Suzhou Union Biopharm shall make capital injection of RMB12.50 million in cash to Suzhou Junao; and Suzhou Junshi intends to increase the share capital of Suzhou Junshi Biotechnology, with capital injection amount of RMB148.95 million. Upon the completion of the capital increase, the changes in registered capital of the three subsidiaries are as follow:

Registered

capital

Registered capital after

Company name

prior to the

capital

the capital increase

increase (RMB'0,000)

(RMB'0,000)

Suzhou Junshi

10,000

50,000

Suzhou Junao

5,000

30,000

Suzhou Junshi Biotechnology

5,105

20,000

(2) Decision-making and approval procedures of the capital increase

The "Resolution on Capital Increase to Subsidiaries" was considered and approved at the twenty-sixth meeting of the second session of the Board of Directors of the Company held on 28 August 2020. The resolution is not subject to approval at the general meeting.

(3) The transaction does not constitute a related transaction, nor a significant asset restructuring as stipulated under the "Administrative Measures for the Significant Asset Restructuring of Listed Companies".

  1. Basic information of subjects of capital increase
  1. Basic information of Suzhou Junshi

Name of subject: Suzhou Junshi Biosciences Co., Ltd.

Date of establishment: 26 July 2017

Registered address: No. 312 and 316 Office Tower, Technology Venture Tower, No. 8 Weizheng Road, Suzhou Industrial Park

Registered capital: RMB100.00 million

Legal representative: Xiong Jun

Shareholding: the Company holds 100% of the equity interest

Business scope: Technology development, technology transfer, technology consultation and technological service in the biopharmaceutical field; development and sale of drugs and biological products. (Projects subject to approval according to law may be operated upon approval by relevant authorities)

Major financial data: As of 31 December 2019, total assets of Suzhou Junshi amounted to RMB86.6770 million; total liabilities amounted to RMB44.9757 million; and net assets amounted to RMB41.7013 million. For the year 2019, Suzhou Junshi recorded operating revenue of RMB0 million, and net profit of RMB-6.2077 million. As of 30 June 2020, total assets of Suzhou Junshi amounted to RMB103.9662 million; total liabilities amounted to RMB52.0604 million; and net assets amounted to RMB51.9058 million. From January to June 2020, Suzhou Junshi recorded operating revenue of RMB0 million, and net profit of RMB-4.1454 million. (The aforementioned data for the year 2019 has been audited by RSM Accountant LLP (Special General Partnership) ("RSM"); data for January to June 2020 is unaudited)

  1. Basic information of Suzhou Junao

Name of subject: Suzhou Junao Precision Medicine Co., Ltd.

Date of establishment: 10 January 2018

Registered address: Unit 102F, Tower C1, Biopharmaceutical Industry Park, No. 218 Xinhu Street, Suzhou Industrial Park

Registered capital: RMB50.00 million

Legal representative: Xiong Jun

Shareholding: Suzhou Junshi and Suzhou Union Biopharm hold 95% and 5% of the equity interest, respectively

Business scope: Research on precise medicine technology, technology transfer and

technological service; and medical project investment. (Projects subject to approval according to law may be operated upon approval by relevant authorities)

Major financial data: As of 31 December 2019, total assets of Suzhou Junao amounted to RMB41.3457 million; total liabilities amounted to RMB41.7730 million; and net assets amounted to RMB-0.4273 million. For the year 2019, Suzhou Junao recorded operating revenue of RMB0 million, and net profit of RMB-0.4220 million. As of 30 June 2020, total assets of Suzhou Junao amounted to RMB45.8151 million; total liabilities amounted to RMB46.7500 million; and net assets amounted to RMB-0.9349 million. From January to June 2020, Suzhou Junao recorded operating revenue of RMB0 million, and net profit of RMB-0.5076 million. (The aforementioned data for the year 2019 has been audited by RSM; data for January to June 2020 is unaudited)

  1. Basic information of Suzhou Junshi Biotechnology Name of subject: Suzhou Junshi Biotechnology Co., Ltd. Date of establishment: 19 June 2018
    Registered address: No. 8 Weizheng Road, Suzhou Industrial Park
    Registered capital: RMB51.05 million
    Legal representative: Xiong Jun
    Shareholding: Suzhou Junshi and Suzhou Junao hold 51.03% and 48.97% of the

equity interest, respectively

Business scope: Technology service, technology consultation, technology development and technology transfer in the biological technology and biopharmaceutical field. (Projects subject to approval according to law may be operated upon approval by relevant authorities)

Major financial data: As of 31 December 2019, total assets of Suzhou Junshi Biotechnology amounted to RMB36.8840 million; total liabilities amounted to RMB37.9205 million; and net assets amounted to RMB-1.0365 million. For the year 2019, Suzhou Junshi Biotechnology recorded operating revenue of RMB0 million, and net profit of RMB-1.0357 million. As of 30 June 2020, total assets of Suzhou Junshi Biotechnology amounted to RMB40.9719 million; total liabilities amounted to RMB42.4048 million; and net assets amounted to RMB-1.4329 million. From January to June 2020, Suzhou Junshi

Biotechnology recorded operating revenue of RMB0 million, and net profit of RMB-0.3964 million. (The aforementioned data for the year 2019 has been audited by RSM; data for January to June 2020 is unaudited)

(IV) Methods of capital increase and the shareholding structure before and after the capital increase

The capital increase will be conducted by means of cash contribution.

Prior to the capital increase, the Company held 100% equity interest in Suzhou Junshi, which in turn held 95% equity interest in Suzhou Junao. Suzhou Union Biopharm held 5% equity interest in Suzhou Junao. Suzhou Junshi held 51.03% equity interest in Suzhou Junshi Biotechnology, while Suzhou Junao held 48.97% equity interest in Suzhou Junshi Biotechnology. After the capital increase, the Company will hold 100% equity interest in Suzhou Junshi, which will in turn hold 95% equity interest in Suzhou Junao. Suzhou Union Biopharm will hold 5% equity interest in Suzhou Junao. Suzhou Junshi will hold 87.5% equity interest in Suzhou Junshi Biotechnology, while Suzhou Junao will hold 12.5% equity interest in Suzhou Junshi Biotechnology.

III. Effects of the capital increase on the Company

The capital increase will further facilitate the business development of the aforementioned subsidiaries, strengthen their capital strength and enhance the overall competitiveness of the Company. The capital increase is in line with the long-term development goal of the Company and the interests of shareholders, and will not have any adverse effect on the normal operation of the Company.

IV. Risk analysis on the capital increase

  1. Suzhou Junshi, Suzhou Junao and Suzhou Junshi Biotechnology will handle the procedures on changes in industrial and commercial registration in accordance with laws. There exists no risk exposure in relation to any restriction or prohibition under laws and regulations.
  2. The future development of the subject companies is subject to objective factors such as political environment, market environment and development. It is uncertain that whether the expected effects can be achieved or not. The Company will closely monitor industry and market changes, enhance our corporate governance and internal control, as

well as mitigate our operating and market risk exposures. Investors are advised to make prudent decisions and pay attention to investment risks.

Notice is hereby given.

Shanghai Junshi Biosciences Co., Ltd.*

Board of Directors

29 August 2020

* For identification purpose only

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Shanghai Junshi Biosciences Co. Ltd. published this content on 28 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 August 2020 14:08:09 UTC