Shanghai Junshi Biosciences : OVERSEAS REGULATORY ANNOUNCEMENT - SHANGHAI JUNSHI BIOSCIENCES CO., LTD.* ANNOUNCEMENT ON INVESTMENT IN ANWITA AND RELATED PARTY TRANSACTION

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 Investment in Anwita and Related Party Transaction" 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.

As mentioned below, Mr. Feng Hui, an executive Director of the Company, is a director of Anwita Biosciences, Inc. ("Anwita"). Under the relevant PRC laws and regulations, Anwita was a related party of the Company and the Series B Preferred Share Subscription Agreement as summarized below and the transactions contemplated thereunder constituted a related party transaction of the Company.

The Directors confirm that each of Anwita and the other parties to the transaction (namely, Shanghai Ruotuo Biotechnology Co., Ltd.* (上海偌妥生物科技有限公司), Hongkong Ruihua Investment Management Limited (香港瑞華投資管理有限公司), Gongqingcheng Ruiji Phase III Investment Partnership (Limited Partnership)* (共青城瑞吉三期投資合夥企業(有限合夥)) is not a connected person of the Company (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Series B Preferred Share

Subscription Agreement as summarized below and the transactions contemplated thereunder did not constitute a connected transaction of the Company under Chapter 14A of the Listing Rules.

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 Abbreviation: Junshi Bio

Announcement No.: Lin 2021-029

Shanghai Junshi Biosciences Co., Ltd.*

Announcement on Investment in Anwita and

Related Party Transaction

The Board of Directors of the Company and all 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:

● Summary of the Transaction

Shanghai Junshi Biosciences Co., Ltd.* (hereinafter referred to as the" Company" or "Junshi Biosciences") proposes to enter into the Series B Preferred Share Subscription Agreement (hereinafter referred to as the "Agreement") with Anwita Biosciences, Inc. (hereinafter referred to as "Anwita") and other enterprises, the Company shall pay US$6,499,986.14 to subscribe for 423,212 series B preferred shares issued by Anwita, representing 2.42% of the total share capital of Anwita after the closing of the round B financing (hereinafter referred to as the "Subscription"). After the completion of this Subscription, the Company will hold a total of 19.53% equity of Anwita.

• This transaction constitutes a related party transaction and does not constitute a major asset restructuring as stipulated in the Administrative Measures for the Major Asset Restructuring of Listed Companies.
• There is no major legal obstacles to the implementation of this transaction.
• The transaction has been considered and passed at the thirty-fourth meeting of the second session of the Board of Directors of the Company, and the related director Feng Hui has abstained from voting. The matter does not need to be submitted to the general meeting of the Company for consideration.

• Risk Warning:

（1）There are certain uncertainties in Anwita's research and development and

business development, and Anwita may face risks associated with policy, technology and business during the course of operation. If the expected level of the business development of Anwita has not been achieved, the Company may face risk of loss arising from this transaction.

（2）As an overseas investment, the Subscription shall be filed or approved by

MOFCOM, NDRC, and SAFE during the transaction process. There may exist uncertainties in the process. The Subscription may also be reviewed by CFIUS in the US. The acceptance of review by CFIUS may affect the estimated time for completing the overseas investment by the Company; and if CFIUS does not approve the transaction after the review, the aforementioned uncertainties may have an adverse impact on the overseas investment of the Company.

1. Overview of the Related Party Transaction

In order to strengthen the long-term strategic cooperation between the Company and Anwita, the Company intends to subscribe for 1,204,527 series B preferred shares issued by Anwita together with Hongkong Ruihua Investment Management Limited (hereinafter referred to as "Hongkong Ruihua") and Gongqingcheng Ruiji Phase III Investment Partnership (Limited Partnership)* (hereinafter referred to as "Gongqingcheng Ruiji"), two professional investment institutions, among which the Company will pay US$6,499,986.14 to subscribe for 423,212 series B preferred shares issued by Anwita, representing 2.42% of the total share capital of Anwita after the closing of the round B financing. After the completion of this Subscription, the Company will hold a total of 19.53% equity of Anwita.

Since Anwita is a related legal person of the Company, this Subscription constitutes a related party transaction, but does not constitute a major asset reorganization as stipulated in the Administrative Measures for the Major Asset Restructuring of Listed Companies.

In November 2020, the Company entered into the License Agreement with Anwita. Anwita granted the Company an exclusive license of Anti-HSA-IL-2Nα series products and related ANWITA technology and intellectual property rights or an exclusive license used in conjunction with the proprietary products of the Company as agreed under the License Agreement in the licensed territory (Mainland China, Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan). The matter has been considered and approved at the 2020 third extraordinary general meeting of the Company. As of the date of this announcement, except for the entering into of the above-mentioned License Agreement and this Subscription, the amount of the related party transaction between the Company and the same related party or the related party transaction between the Company and different related parties with related category of transaction subject in the past 12 months were no more than RMB30 million, and no more than the 1% of the total audited assets or market value of the Company in the latest period.

The "Resolution on Investment in Anwita and Related Party Transaction" has been considered and passed at the thirty-fourth meeting of the second session of the Board of Directors of the Company, and the related director Feng Hui has abstained from voting. The resolution does not need to be submitted to the general meeting of the Company for consideration.

2. Basic Information about the Related Party

（1） Description on Related Relationship

Anwita is an enterprise in which Feng Hui, a director of Company, acts as a

director. According to relevant regulations including the Rules Governing the Listing of Stocks on the STAR Market of the Shanghai Stock Exchange, Anwita is a related legal person of the Company.

（2） Description of the Related Party

Established in November 2017, Anwita is a company headquartered in California, the United States. Its main business is to discover and develop cytokine fusion proteins and monoclonal antibodies. Anwita possesses strong technology skills of cytokine drug modification and excellent technical capabilities. Its technology platforms, including sd-HSA, have a wide range of applications for cytokine fusion proteins. The chairman and chief executive officer of Anwita is Mr. Ziyang Zhong.

The main products of Anwita are still at the early stage of research and development and still in the laboratory stage. In the latest year and quarter, the asset scale was small, and no sales income from drugs was generated, other income scale was small and the net profit was negative.

In June 2019, the Company entered into a share purchase agreement with Anwita to subscribe for 2,990,162 series A preferred shares of Anwita, representing 20% of the outstanding shares at a consideration of US$10,000,000. In June 2019, the Company entered into a license agreement with Anwita for the Company to develop and commercialize the novel IL-21 fusion protein of Anwita in the Greater China territories (including mainland China, Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan). In November 2020, the Company entered into a license agreement with Anwita. Anwita granted the Company an exclusive license of Anti-HSA-IL-2Nα series products and related ANWITA technology and intellectual property rights or an exclusive license used in conjunction with the proprietary products of the Company as agreed under the license agreement in the Greater China territories.

As of the disclosure date of this announcement, except for the above matters, there is no other relationship between Anwita and the Company in terms of property rights, business, assets, creditor's rights and debts, and personnel.

3. Basic Information about the Subject of the Related Party Transaction

For the basic information about Anwita, please refer to "(2) Description of the Related Party" in "2. Basic Information about the Related Party".

Before the Subscription, the shareholding structure of Anwita is as follows:

	Ordinary	Seed	Series A	Total	Shareholding
Shareholder name	preferred	preferred
shares	shares	percentage
	shares	shares
Ziyang Zhong	4,000,000	-	-	4,000,000	24.57%
Binfeng Lu	1,640,000	-	-	1,640,000	10.08%
Lusha Liang	880,000	-	-	880,000	5.41%
2019 Equity Incentive	3,413,871	-	-	3,413,871	20.97%
plan
Shanghai Long Yin
Business Management	-	2,840,656	-	2,840,656	17.45%
Consulting, LP
Wengen Holding	512,739	-	-	512,739	3.15%
Limited
Junshi Biosciences	-	-	2,990,162	2,990,162	18.37
Total	10,446,610	2,840,656	2,990,162	16,277,428	100.00%

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

After the completion of the Subscription, the shareholding structure of Anwita is as follows:

Shareholder	Ordinary	Seed		Series A		Series B		Total	Shareholding
preferred		preferred		preferred
name	shares				shares	percentage
shares		shares		shares
Ziyang Zhong	4,000,000	-	-			-			4,000,000		22.88%
Binfeng Lu	1,640,000	-		-			-			1,640,000		9.38%
Lusha Liang	880,000	-		-			-			880,000		5.03%
2019 Equity	3,413,871	-		-			-			3,413,871		19.53%
Incentive plan
Shanghai Long
Yin Business	-	2,840,656		-			-			2,840,656		16.25%
Management
Consulting, LP
Wengen
Holding	512,739	-		-			-			512,739		2.93%
Limited
Hongkong	-	-		-			520,877			520,877		2.98%
Ruihua
Gongqingcheng	-	-		-			260,438			260,438		1.49%
Ruiji
Junshi
Biosciences	-	-		2,990,162			423,212			3,413,374		19.53%
Total	10,446,610	2,840,656		2,990,162			1,204,527			17,481,955		100.00%

The subject of this transaction is 423,212 series B preferred shares of Anwita, which have clear title, are not mortgaged, pledged or subject to any situation which would limit their transfer, are not involved in legal procedures such as litigation, arbitration, seizure and freezing as well as other situations, which would obstruct the transfer of their title.

4. Price Determination of the Related Party Transaction

The Subscription is an equity investment completed by the Company together with multiple financial investors. Based on the principles of fairness, impartiality, openness, and mutual benefit, the price of the transaction is determined on the expected returns of equity value of cash flow forecasted mainly based on the conditions including the expected approval time, indications, patient population, product pricing assumptions and penetration rate assumptions through friendly negotiations between both parties, is fair and reasonable, and does not prejudice the interest of the Company and its shareholders as a whole, in particular minority shareholders.

5. Main contents of Related Party Transaction

（1） Subjects of the Agreement

The Company, Anwita, Shanghai Ruotuo Biotechnology Co., Ltd* (a PRC

subsidiary of Anwita), Hongkong Ruihua, Gongqingcheng Ruiji. （2） Share subscription amount and share information

	Subscription	Price per share	Number of
Subscriber	Subscription
amount（USD）	（USD）
	（Shares）
Junshi Biosciences	6,499,986.14	15.3587	423,212
Hongkong Ruihua	7,999,993.58	15.3587	520,877
Gongqingcheng Ruiji	3,999,989.11	15.3587	260,438
Total	18,499,968.83	-	1,204,527

（3） Closing and Payment

1. The sale and purchase of the shares shall be made in the form of remote exchange of documents and signatures on the effective date of this Agreement or at any other time and place agreed by Anwita and the subscribers orally or in writing (designated to be "closing" at such time and place).
2. At the closing, Anwita shall deliver to each subscriber: (1) a certificate representing the shares subscribed by such subscriber; and (2) the resolution of the shareholders of Anwita and the resolution of the board of directors of Anwita in the form satisfactory to the subscriber.
3. At the closing, the subscribers shall pay the subscription amount by cheque or wire transfer to the bank account designated by Anwita.

（4） The Use of Proceeds

Anwita will utilize the proceeds for the development and preclinical trials of cytokines, ADC and other projects, business operation, expansion and other general corporate purposes according to the budget and business plan approved by its board of directors. Anwita will not utilize the proceeds of the sale of the shares under this Agreement to repay any debt without the prior written approval of the shareholders then holding at least a majority of the issued shares.

（5） Effective Time

The Subscription Agreement will take effect immediately after being signed by the parties.

（6） Termination

Anwita may terminate this Agreement at any time after three months from the effective date of this Agreement (hereinafter referred to as the "Termination Date") by giving written notice to the subscribers for any reason or no reason, with immediate effect, provided that the subscribers have not purchased the shares described in this Agreement on or before the Termination Date, and if the subscribers are unable to purchase the shares on or before the Termination Date due to Anwita's wilful failure to meet the subscribers' certain closing conditions, Anwita shall not have the abovementioned right to terminate this Agreement. Upon termination of this Agreement, a subscriber shall automatically cease to be a party to this Agreement, and neither Anwita nor such subscriber shall have any rights or obligations to each other under this Agreement.

（7） Applicable Law

This Agreement is governed by the laws of the State of Delaware, the United States.

（8） Dispute Resolution

Any unresolved disputes or claims arising from or in relation to this Agreement shall be submitted to the American Arbitration Association for arbitration.

6. The Purpose of the Related Party Transaction and the Impact on the Company

Anwita possesses strong technology skills of cytokine drug modification and

excellent technical capabilities. Its technology platforms, including sd-HSA, have a wide range of applications for cytokine fusion proteins. The Company has cooperated with Anwita in IL-21 and IL-2 projects. Anwita's product IL-21 combines nanobody with albumin to extend their in vivo half-life, thus reducing the dosage and side effects on human body. It has high therapeutic value and technical advantages (according to experimental statistics, under the same dosage, the half-life of Anwita's IL-21 can be more than doubled); Anti-HSA-IL-2Nα are the IL-2 series products developed by Anwita. They are based on AWT-P1790 which is owned by Anwita, with abolished CD25 binding, and fused with an Anti-HSA nanobody to extend their in vivo half-life. The improvements made these series of products become the new generation of potent IL-2 products with reduced toxicity; meanwhile, with its capability in continuous innovation in the field of cytokines, especially several modified cytokine drugs of oncology and auto-immune diseases that have overcome the shortcomings of high toxicity and short half-life of traditional cytokine drugs, Anwita enjoys certain technical advantages, thus creating greater synergy with the Company in the fields of oncology and auto-immune diseases.

The related party transaction is an investment by the Company together with two professional investment institutions, namely, Hongkong Ruihua and Gongqingcheng Ruiji, and the Company already held 18.37% interest of Anwita before the Subscription. This Subscription will further strengthen the long-term strategic cooperation between both parties, realize complementary advantages, conform to the long-term development strategy of the company. It will not affect the normal production and operation activities of the Company, and it is not expected to have a significant adverse impact on the Company's operating results, and is in the interests of the Company and all shareholders.

7. Review Procedures and Special Opinions for Implementation

（1） Review Procedure of the Board of Directors

On 30 March 2021, the "Resolution on Investment in Anwita and Related Party

Transaction" has been considered and passed at the thirty-fourth meeting of the second session of the Board of Directors of the Company, and the related director Feng Hui has abstained from voting. The resolution does not need to be submitted to the general meeting of the Company for consideration.

（2）Prior Consent Opinion and Independent Opinion Expressed by Independent Non-Executive Directors

With the prior consent of the independent non-executive directors of the Company, according to the Rules Governing the Listing of Stocks on the STAR Market of the Shanghai Stock Exchange, this overseas investment by the Company constitutes a related party transaction. This transaction does not constitute a major asset restructuring as stipulated in the Administrative Measures for the Major Asset Restructuring of Listed Companies. There is no major legal obstacles to the implementation of this transaction. The matter does not need to be submitted to the general meeting of the Company for consideration. The transaction is fair and just, benefits the long-term development of the Company, and does not prejudice the interests of the Company and its minority shareholders. The Independent Non-executive Directors agree to submit the above related party transaction to the thirty-fourth meeting of the second session of the Board of Directors of the Company for consideration.

The Independent Non-executive Directors are of the opinion that the transaction has fulfilled the relevant decision-making procedures in strict accordance with the relevant requirements, and the related director has abstained from voting in the voting process, the decision-making procedures are legal and compliant. This transaction does not violate the principles of openness, fairness and impartiality, and does not prejudice the interests of the Company and its non-related shareholders, in particular minority shareholders. Consent is given for this overseas investment and related party transaction.

(3) Opinion of the Sponsor Institution

The Company's sponsor institution, China International Capital Corporation Limited (hereinafter referred to as the "sponsor institution") has reviewed the Subscription of Company and expressed the following opinions:

This subscription of Anwita's shares by Junshi Biosciences will further strengthen the long-term strategic cooperation between both parties and achieve complementary advantages. It is in line with the long-term development strategy of the Company and will not affect normal production and operation activities of the Company. It is not expected to have a significant adverse impact on the results of operation of the Company and is in the interest of the Company and the shareholders as a whole. The pricing of this related party transaction is reasonable, and no damage has been found to the interests of the Company and other shareholders. Matters concerning this investment in Anwita and related party transaction have been considered and approved by the Board of Directors of the Company. Since the independent non-executive directors have expressed clear consent thereon, and there is no need to submit to the general meeting for consideration. The necessary approval procedures have been fulfilled, which comply with provisions under relevant laws, regulations and Articles of Association of Junshi Biosciences. Based on the above verification, the sponsor institution has no objection to Junshi Biosciences' investment in Anwita and related party transaction.

1. 8. Risk Warning

2. There are certain uncertainties in Anwita's research and development and business development, and Anwita may face risks associated with policy, technology and business during the course of operation. If the expected level of the business development of Anwita has not been achieved, the Company may face risk of loss arising from this transaction.
3. As an overseas investment, the Subscription shall be filed or approved by MOFCOM, NDRC, and SAFE during the transaction process. There may exist uncertainties in the process. The Subscription also may be reviewed by CFIUS in the US. The acceptance of review of CFIUS may affect the estimated time for completing the overseas investment by the Company; and if CFIUS rejects the transaction after the review, the aforementioned uncertainties may have an adverse impact on the overseas investment of the Company.

9. Online Announcement Attachments

• 1) "Prior Consent Opinions of 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. "Independent Opinions of 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.*";
2. "Verification Opinions on Investment in Anwita and Related Party Transaction by Shanghai Junshi Biosciences Co., Ltd.* of China International Capital Corporation Limited".

Announcement is hereby given.

Shanghai Junshi Biosciences Co., Ltd* Board of Directors 31 March 2021

* For identification purpose only