Shanghai Fudan Zhangjiang Bio Pharmaceutical : CIRCULAR

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stock broker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in 上海復旦張江生物醫藥股份有限公司 (Shanghai Fudan-ZhangjiangBio-Pharmaceutical Co., Ltd.*), you should at once hand this circular to the purchaser or transferee or to the bank or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

上 海 復 旦 張 江 生 物 醫 藥 股 份 有 限 公 司

Shanghai Fudan-ZhangjiangBio-Pharmaceutical Co., Ltd.*

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 1349)

1. 1. PROPOSED EXTENSION OF THE VALIDITY PERIOD OF THE RESOLUTION IN RESPECT OF THE PROPOSED ISSUE OF A SHARES;
2. PROPOSED EXTENSION OF THE AUTHORIZATION TO THE BOARD TO DEAL WITH MATTERS RELATING TO THE ISSUE OF A SHARES;
3. 1. PROPOSED RE-ELECTION AND ELECTION OF DIRECTORS AND SUPERVISORS;

1. PROPOSED APPOINTMENT OF DOMESTIC AND OVERSEAS AUDITORS;
2. PROPOSED CONSIDERATION AND APPROVAL OF RELATED-PARTY TRANSACTIONS OF THE COMPANY FOR THE YEAR 2019; AND
3. 1. DISTRIBUTION OF FINAL DIVIDEND

A letter from the Board is set out on pages 3 to 12 of this circular.

The AGM, the Class Meeting of Holders of H Shares and the Class Meeting of Holders of Domestic Shares of the Company will be held at No. 308, Cailun Road, Zhangjiang Hi-Tech Park, Pudong New Area, Shanghai, the PRC at 10:00 a.m., 11:00 a.m. and 11:30 a.m., respectively, on Monday, 30 March 2020. For details, please refer to the notice of the AGM, the notice of the Class Meeting of Holders of H Shares and the notice of the Class Meeting of Holders of Domestic Shares dated 28 February 2020 published on the websites of the Stock Exchange and the Company.

* For identification purpose only

4 March 2020

CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I - PARTICULARS OF THE PROPOSED ISSUE OF A SHARES
AND AUTHORIZATION TO THE BOARD . . . . . . . . . . . . .	I-1

APPENDIX II - BIOGRAPHICAL INFORMATION OF THE DIRECTORS AND SUPERVISORS FOR RE-ELECTION AND ELECTION . . . II-1

- i -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"A Share(s)"	the ordinary share(s) with a nominal value of RMB0.1 each
	in the share capital of the Company to be allotted, issued
	and listed on the Sci-Tech Innovation Board of the Shanghai
	Stock Exchange
"AGM"	the annual general meeting of the Company to be held at
	No. 308, Cailun Road, Zhangjiang Hi-Tech Park, Pudong
	New Area, Shanghai, the PRC, at 10:00 a.m. on Monday, 30
	March 2020
"Articles of Association"	the articles of association of the Company
"Board"	the board of Directors of the Company
"Class Meetings"	the Class Meeting of Holders of H Shares and the Class
	Meeting of Holders of Domestic Shares
"Class Meeting of Holders	the class meeting of the holders of the Domestic Shares to
of Domestic Shares"	be held at No. 308, Cailun Road, Zhangjiang Hi-Tech Park,
	Pudong New Area, Shanghai, the PRC, at 11:30 a.m., on
	Monday, 30 March 2020
"Class Meeting of Holders	the class meeting of the holders of the H Shares to be held
of H Shares"	at No. 308, Cailun Road, Zhangjiang Hi-Tech Park, Pudong
	New Area, Shanghai, the PRC, at 11:00 a.m., on Monday, 30
	March 2020
"Company"	上海復旦張江生物醫藥股份有限公司 (Shanghai Fudan-Zhangjiang
	Bio-Pharmaceutical Co., Ltd.*), a joint stock company
	incorporated in the PRC with limited liability and the H Shares
	of which are listed on the Main Board of the Stock Exchange
"CSRC"	China Securities Regulatory Commission （中國證券監督管理
	委員會）
"Director(s)"	the director(s) of the Company
"Domestic Share(s)"	ordinary domestic share(s) with a nominal value of RMB0.1
	each in the share capital of the Company which are
	subscribed for in RMB
"Group"	the Company and its subsidiaries
"H Share(s)"	overseas listed foreign share(s) with a nominal value of
	RMB0.1 each in the share capital of the Company which are
	listed on the Stock Exchange and are subscribed for and
	traded in HK$
"HK$"	Hong Kong dollar, the lawful currency of Hong Kong

- 1 -

	DEFINITIONS
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Latest Practicable Date"	28 February 2020, being the latest practicable date prior to
	the printing of this circular for the purpose of ascertaining
	certain information contained in this circular

"Listing Rules"

"PRC"

"Proposed Issue of A Shares", "Issue of A Shares" or "Issue"

the Rules Governing the Listing of Securities on the Stock Exchange

the People's Republic of China, for the purpose of this circular, excluding the regions of Hong Kong, Macau Special Administrative Region of the PRC and Taiwan

the proposed initial public issue of not more than 120,000,000 A Shares with a nominal value of RMB0.1 each, which will be listed on the Sci-Tech Innovation Board of the Shanghai Stock Exchange, details of which are set out in the supplemental circular of the Company dated 4 April 2019

"RMB"	Renminbi, the lawful currency of the PRC
"Sci-Tech Innovation Board"	the Sci-Tech Innovation Board of the Shanghai Stock
	Exchange
"Shanghai Huizheng"	Huizheng (Shanghai) Pharmaceuticals Technology Co., Ltd.*
	(輝正（上海）醫藥科技有限公司), a limited liability company
	incorporated in the PRC, a subsidiary of Zhejiang Hisun
	Pharmaceutical Co., Ltd. (a company listed on the Shanghai
	Stock Exchange)
"Share(s)"	the Domestic Share(s) and the H Share(s)
"Shareholder(s)"	holder(s) of the Share
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Supervisor(s)"	the supervisors of the Company
"Supervisory Committee"	the supervisory committee of the Company
"%"	per cent
* For identification purpose only

- 2 -

LETTER FROM THE BOARD

上 海 復 旦 張 江 生 物 醫 藥 股 份 有 限 公 司

Shanghai Fudan-ZhangjiangBio-Pharmaceutical Co., Ltd.*

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 1349)

Executive Directors:	Registered office and principal place
Mr. Wang Hai Bo (Chairman)	of business in the PRC:
Mr. Su Yong	No. 308, Cailun Road
Mr. Zhao Da Jun	Zhangjiang Hi-Tech Park
	Pudong New Area, Shanghai
Non-executive Directors:	China
Mr. Shen Bo	201210
Ms. Yu Xiao Yang
	Principal place of business in Hong Kong:
Independent Non-executive Directors:	19/F, Three Exchange Square
Mr. Zhou Zhong Hui	8 Connaught Place, Central
Mr. Lam Yiu Kin	Hong Kong
Mr. Xu Qing
Mr. Yang Chun Bao
	4 March 2020
To the Shareholders
Dear Sir or Madam,

1. 1. PROPOSED EXTENSION OF THE VALIDITY PERIOD OF THE RESOLUTION IN RESPECT OF THE PROPOSED ISSUE OF A SHARES;
2. PROPOSED EXTENSION OF THE AUTHORIZATION TO THE BOARD TO DEAL WITH MATTERS RELATING TO THE ISSUE OF A SHARES;
3. 1. PROPOSED RE-ELECTION AND ELECTION OF DIRECTORS AND SUPERVISORS;

1. PROPOSED APPOINTMENT OF DOMESTIC AND OVERSEAS AUDITORS;
2. PROPOSED CONSIDERATION AND APPROVAL OF RELATED-PARTY TRANSACTIONS OF THE COMPANY FOR THE YEAR 2019; AND
3. 1. DISTRIBUTION OF FINAL DIVIDEND

1. INTRODUCTION
   The purpose of this circular is, among other things, to provide you with all necessary

information in respect of: (i) the proposed extension of the validity period of the resolution in respect of the Proposed Issue of A Shares; (ii) the proposed extension of the authorization to the Board to deal with matters relating to the Issue of A Shares; (iii) the proposed re-election and election of directors and supervisors; (iv) the proposed appointment of

* For identification purpose only

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LETTER FROM THE BOARD

domestic and overseas auditors; (v) the proposed consideration and approval of related-party transactions of the Company for the year 2019; and (vi) distribution of final dividend, to enable you to make an informed decision on whether to vote for or against the relevant resolutions at the AGM and/or the Class Meetings.

1. PROPOSED EXTENSION OF THE VALIDITY PERIOD OF THE RESOLUTION IN RESPECT OF THE PROPOSED ISSUE OF A SHARES AND PROPOSED EXTENSION OF THE AUTHORIZATION TO THE BOARD TO DEAL WITH MATTERS RELATING TO THE ISSUE OF A SHARES
   1. Background

Reference is made to the supplemental circular of the Company dated 4 April 2019, in relation to, among other things, (i) the Proposed Issue of A Shares; and (ii) the proposed authorization to the Board to deal with matters relating to the Issue of A Shares. References are also made to the announcements of the Company dated 26 April 2019, 13 May 2019, 31 July 2019, 29 August 2019, 20 October 2019 and 27 October 2019, in relation to the progress on the matters related to the Proposed Issue of A Shares.

As disclosed in the supplemental circular of the Company dated 4 April 2019, the Company proposed to apply to the relevant regulatory authorities in the PRC for the allotment and issue of not more than 120,000,000 A Shares with a nominal value of RMB0.1 each to the qualified price consultation participants subject to the laws and regulations of the PRC and the conditions required by the regulatory authorities, qualified investors of the Sci-Tech Innovation Board who maintain securities account with the Shanghai Stock Exchange and other investors as approved by the CSRC and the Shanghai Stock Exchange (excluding those in respect of which subscription has been prohibited by laws and regulations), and apply to the Sci-Tech Innovation Board of the Shanghai Stock Exchange for the listing of and permission to deal in the A Shares. The Issue of A Shares will be carried out by the Company pursuant to a specific mandate granted at the Company's general meeting. The original resolutions on

1. the Proposed Issue of A Shares; and (ii) the proposed authorization to the Board to deal with matters relating to the Issue of A Shares were considered and approved at the annual general meeting, the class meeting of holders of Domestic Shares and the class meeting of holders of H Shares of the Company held on 26 April 2019.

The Issue of A Shares is subject to, among others, the approval by the Listing Committee of Sci-Tech Innovation Board of the Shanghai Stock Exchange and the registration with the CSRC. On 13 May 2019, the Shanghai Stock Exchange accepted the application materials of the Proposed Issue of A Shares submitted by the Company. On 18 October 2019, the Listing Committee of Sci-Tech Innovation Board of the Shanghai Stock Exchange decided to suspend its review on the Proposed Issue of A Shares. As disclosed in the announcement of the Company dated 27 October 2019, in the review results announcement from the Listing Committee of Sci-Tech Innovation Board published on 18 October 2019, the Listing Committee of Sci-Tech Innovation Board requested the Company to further deal with and address the following question: "1. The Issuer is requested to further explain the business nature, the compliance of

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LETTER FROM THE BOARD

accounting treatment and whether information disclosure is sufficient, accurate and consistent in relation to the payment of RMB50 million by Shanghai Huizheng to the Issuer in 2018. The sponsor and the reporting accountant are requested to give clear review opinions." (the "Review Opinions Question"). Shanghai Huizheng is mainly engaged in the market promotion services of drugs, and its team has many years of experiences in providing professional academic promotion services for drugs of the well-known pharmaceutical enterprises. As the increase in the market shares of Doxorubicin liposome (LIBOd®) of the Company requires the support of a large-scale oncology drug promotion team, on 29 October 2018, the Company and Shanghai Huizheng entered into a market promotion service agreement (the "Market Promotion Service Agreement") for LIBOd® to effectively utilize the existing team and resources of Shanghai Huizheng. Pursuant to the Market Promotion Service Agreement, Shanghai Huizheng shall provide the market promotion services for LIBOd® of the Company in the PRC during its term. The payment of the RMB50 million referred to in the Review Opinions Question is a payment occurred under the Market Promotion Service Agreement. Shanghai Huizheng is a third party independent of the Company and its connected persons. As at the Latest Practicable Date, the relevant regulatory agencies of Sci-Tech Innovation Board are conducting internal discussion on the reply to the Review Opinions Question from the Company; the Company is currently updating the relevant financial information for the year 2019, and will further update the prospectus of the Issue of A Shares and the reply to the Review Opinions Question based on such financial information. The Company shall submit the above-mentioned updated materials as soon as practicable. The Company will continue to actively facilitate the process in relation to the Issue of A Shares, and will make announcement(s) on the update of the Issue of A Shares as and when appropriate in accordance with applicable rules and regulations.

2. Proposed Extension of the Validity Period of the Resolution in Respect of the Proposed Issue of A Shares and Proposed Extension of the Authorization to the Board to Deal with Matters Relating to the Issue of A Shares

Given that the Company's application for the Issue of A Shares is still in progress and the validity period of the resolution in respect of the Issue of A Shares and the authorization period to the Board to deal with matters relating to the Issue of A Shares will expire soon, the Board proposed to extend the validity period of such resolution and the aforementioned authorization period by 12 months from the date of the Shareholders' approvals at the AGM and the Class Meetings, respectively.

Other than the above extension of the validity period of the resolution and the authorization period to the Board, other details in relation to (i) the Proposed Issue of A Shares and (ii) the proposed authorization to the Board to deal with matters relating to the Issue of A Shares as set out in the supplemental circular of the Company dated 4 April 2019 remain unchanged and shall continue to be effective.

The Directors consider that the Issue of A Shares will enhance the corporate image of the Company, further broaden the Company's funding channels and increase the Company's working capital and recognitions of capital market by attracting large institutional and medium and small investors. The Directors also believe that the Issue

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LETTER FROM THE BOARD

of A Shares will be beneficial to the Company's business growth, financing flexibility and business development, and be beneficial to obtaining more financial resources and improving the competitiveness of the Company, and be beneficial to the long term development of the Company. The Company has consulted professional parties and relevant regulatory authorities in respect of the eligibility, benefits and risks of the Issue of A Shares and listing on the Sci-Tech Innovation Board, and conducted research and analysis on its feasibilities. As compared with the listing on the main board of the Shanghai Stock Exchange, the Board is of the view that the listing on the Sci-Tech Innovation Board can better reflect the Company's innovation and capabilities, in research and development which is in line with the Company's market positioning and its target of long-term development. Therefore, the Company proposed the Issue of A Shares and listing on the Sci-Tech Innovation Board.

The Board is of the view that the extension of the aforementioned validity period of the resolution and authorization period is beneficial to the further development and effective implementation of the Issue of A Shares, which is necessary for and in the interests of the Company and the Shareholders as a whole. The Board resolved to put forward (i) the proposal regarding the extension of the validity period of the resolution in respect of the Proposed Issue of A Shares; and (ii) the proposal regarding the extension of the authorization to the Board to deal with matters relating to the Issue of A Shares at the AGM and the Class Meetings, respectively for consideration and approval by way of special resolutions.

The particulars of the Proposed Issue of A Shares and the proposal on authorization to the Board to deal with matters relating to the Issue of A Shares are set out in Appendix I to this circular.

1. PROPOSED RE-ELECTION AND ELECTION OF DIRECTORS AND SUPERVISORS

The sixth session of the Board and the Supervisory Committee will expire at the conclusion of the AGM. The 16th meeting of the sixth session of the Board and the 14th meeting of the sixth session of the Supervisory Committee held on 28 February 2020 have resolved the proposed re-election and election of the following persons as Directors of the seventh session of the Board and Supervisors of the seventh session of the Supervisory Committee for a term of three years. The proposed election of Mr. Tang Yu Kuan as a shareholder representative Supervisor is intended to fill the vacancy left by the shareholder representative Supervisor who will retire at the conclusion of the AGM. The terms of officeof Mr. Zhou Xi shall expire upon conclusion of the AGM.

When proposing the re-election of independent non-executive Directors, the Board has taken into account a number of factors pursuant to the diversity policy of the Board, including but not limited to gender, age, cultural and educational background, professional experience, skills, knowledge and length of service, to achieve the diversity of board members. The Board believes that the educational background, professional experience and cultural background of the independent non-executive Directors proposed to be re-elected contribute to the diversity of the Board. In addition, the independent non-executive Directors proposed to be re-elected have given to the Company confirmation of their independence in

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LETTER FROM THE BOARD

accordance with Rule 3.13 of the Listing Rules. The Board, therefore, considers the independent non-executive Directors proposed to be re-elected to be independent and believes they should be re-elected.

Details of the proposed re-election and election of Directors and Supervisors are set out below:

Executive Directors
Mr. Wang Hai Bo	To be re-elected upon the expiry of the term of office
Mr. Su Yong	To be re-elected upon the expiry of the term of office
Mr. Zhao Da Jun	To be re-elected upon the expiry of the term of office
Non-executive Directors
Mr. Shen Bo	To be re-elected upon the expiry of the term of office
Ms. Yu Xiao Yang	To be re-elected upon the expiry of the term of office
Independent Non-executive Directors
Mr. Zhou Zhong Hui	To be re-elected upon the expiry of the term of office
Mr. Lam Yiu Kin	To be re-elected upon the expiry of the term of office
Mr. Xu Qing	To be re-elected upon the expiry of the term of office
Mr. Yang Chun Bao	To be re-elected upon the expiry of the term of office
Shareholder representative Supervisor
Mr. Zhou Xi	To retire upon the expiry of the term of office
Mr. Tang Yu Kuan	To be proposed to appoint
Independent Supervisors
Mr. Liu Xiao Long	To be re-elected upon the expiry of the term of office
Mr. Huang Jian	To be re-elected upon the expiry of the term of office

According to code provision A.4.3 of the Corporate Governance Code as set out in Appendix 14 of the Listing Rules, if an independent non-executive director serves more than nine years, any further appointment of such independent non-executive director should be subject to a separate resolution to be approved by Shareholders. Mr. Zhou Zhong Hui and Mr. Lam Yiu Kin have been appointed as independent non-executive Director on 30 May 2013 and 9 October 2013, respectively. If they are re-elected at the AGM, they will continue to serve the Company and their successive terms of office will be more than nine years. The Company has received a confirmation of independence according to Rule 3.13 of the Listing Rules from Mr. Zhou Zhong Hui and Mr. Lam Yiu Kin, respectively. Mr. Zhou Zhong Hui and Mr. Lam Yiu Kin have not engaged in any executive management of the Group. Taking into consideration of their independent scope of work in the past years, the Board considers Mr. Zhou Zhong Hui and Mr. Lam Yiu Kin to be independent under the Listing Rules despite the fact that they have served the Company for more than nine years. The Board believes that the continued tenures of Mr. Zhou Zhong Hui and Mr. Lam Yiu Kin will bring considerable stability to the Board and the Board has benefited greatly from the presence of Mr. Zhou Zhong Hui and Mr. Lam Yiu Kin who have over time gained valuable insight into the Group.

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LETTER FROM THE BOARD

The Board has noted that as of the Latest Practicable Date, Mr. Lam Yiu Kin served as the independent non-executive director of over seven listed companies. The Company considers that Mr. Lam Yiu Kin has been and will continue to fulfill his roles and obligations diligently as an independent non-executive Director of the Company. An independent non-executive Director is not required to take executive role in the management and operations of the Group but to supervise the management of the Group and to attend board meetings (either physically or by other means of communications) as and when required. Mr. Lam Yiu Kin's strong proven record of attendance and participation in the board meetings of the Company since he joined the Company fully demonstrates his proactive commitments to the Company. Mr. Lam Yiu Kin has rich experience in corporate governance and is familiar with management of Hong Kong listed companies. Mr. Lam Yiu Kin has close and good communication with the management team of the Company and other independent non-executive Directors. Thus, the Board is of the view, and as confirmed by Mr. Lam Yiu Kin, that Mr. Lam Yiu Kin will be able to devote sufficient time to discharge his duties as independent non-executive Director of the Company.

Biographical details of the candidates for the proposed re-election and election as Directors, shareholder representative Supervisor and independent Supervisors are set out in Appendix II to this circular. The proposed re-election and election of Directors, shareholder representative Supervisor and independent Supervisors of the Company are subject to the approval of the Shareholders by way of ordinary resolutions at the AGM, and shall become effective immediately upon the approval from the Shareholders at the AGM.

Upon the proposed re-election and election of Directors, shareholder representative Supervisor and independent Supervisors of the Company being approved by the Shareholders, each of them will enter into a service contract with the Company. Their terms of office as Directors or Supervisors will be from the date of being elected at the AGM, until the conclusion of the annual general meeting of the Company in 2023 (except for re-election). The remuneration as Directors and Supervisors will be determined based on the Company's remuneration policy for Directors and Supervisors and subject to the approval at the general meeting.

Save as disclosed in Appendix II to this circular, as at the Latest Practicable Date, none of the aforementioned Directors and Supervisors to be re-elected or elected (i) holds any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) holds any other position with the Company or its subsidiaries; (iii) has any interest, deemed interest or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and (iv) has relationship with other current directors, senior management, substantial shareholders of the Company.

There is no information required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules in relation to the aforementioned Directors and Supervisors to be re-elected or elected and there is no other matter in relation to their re-election and election that needs to be brought to the attention of the Stock Exchange and the Shareholders.

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LETTER FROM THE BOARD

The terms of office of Ms. Yu Dai Qing and Mr. Wang Luo Chun as employee representative Supervisors of the sixth session of the Supervisory Committee shall expire upon conclusion of the AGM. The proposed re-election or election for the terms of office as employee representative Supervisors of the seventh session shall become effective upon the approval at the general meeting of the employee representatives of the Company. The terms of office as employee representative Supervisors of the seventh session of the Supervisory Committee will be from the date of the AGM, until the conclusion of the annual general meeting of the Company in 2023 (except for re-election).

IV. PROPOSED APPOINTMENT OF DOMESTIC AND OVERSEAS AUDITORS

The Board proposed the re-appointment of PricewaterhouseCoopers Zhong Tian LLP as the domestic and oversea auditors of the Company, which will audit the financial statements of the Company in accordance with the Chinese Accounting Standards for Business Enterprises, and undertake the role of overseas auditor in accordance with the Listing Rules with a term to the conclusion of the annual general meeting of the Company in 2021; and proposed the authorization of the Board to fix their remunerations of the year 2020.

1. PROPOSED CONSIDERATION AND APPROVAL OF RELATED-PARTY TRANSACTIONS OF THE COMPANY FOR THE YEAR 2019

Considering the Company is undergoing the Proposed Issue of A Shares and applying for the listing on the Sci-Tech Innovation Board of the Shanghai Stock Exchange, in accordance with the relevant regulations of the Shanghai Stock Exchange, the Board shall consider and approve the related-party transactions entered in to by the Company for the year 2019.

The Board considered the related-party transactions of the Company for the year 2019 and confirmed that the related-party transactions entered into by the Company with the related-parties were based on fair and voluntary principle, the pricing thereof was fair and reasonable, and there was no impairment to the legal rights and interest of the Company and other Shareholders. The Board confirmed that in relation to the related party transactions entered by the Company for the year 2019 that concurrently constituted connected transactions under Chapter 14A of the Listing Rules, the Company has fulfilled compliance obligations in accordance with the applicable requirements under the Listing Rules. The related Directors, i.e. Mr. Wang Hai Bo, Mr. Su Yong, Mr. Zhao Da Jun and Mr. Shen Bo have abstained from voting on this resolution at the Board meeting.

This proposal shall be submitted to the AGM for consideration and approval by way of ordinary resolution. The related Shareholders, i.e. Mr. Wang Hai Bo, Mr. Su Yong, Mr. Zhao Da Jun and Shanghai Pharmaceuticals Holding Co. Ltd are required to abstain from voting on this resolution at the AGM.

VI. DISTRIBUTION OF FINAL DIVIDEND

The Board has recommended a final dividend of RMB0.07 per share (tax inclusive) for the year ended 31 December 2019, totaling approximately RMB64,610,000. If the profit distribution plan is approved by the Shareholders by way of an ordinary resolution at the

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LETTER FROM THE BOARD

AGM to be held on Monday, 30 March 2020, the final dividend is expected to be distributed on or before Friday, 21 August 2020 to all Shareholders whose names appear on the register of the Company on Thursday, 9 April 2020.

To determine the identity of the Shareholders entitled to receive the final dividend (subject to approval by the Shareholders at the AGM), the register of holders of H Shares of the Company will be closed from Saturday, 4 April 2020 to Thursday, 9 April 2020 (both days inclusive) during which no transfer of H Shares will be registered. In order to qualify for entitlement to the proposed final dividend, all transfers of H Shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Friday, 3 April 2020.

Final dividend for holders of Domestic Shares will be declared and calculated in RMB, and paid in RMB whereas final dividend for holders of H Shares will be declared and calculated in RMB, and paid in Hong Kong dollars. The exchange rate shall be determined by the average selling rates promulgated by People's Bank of China one week before the date declaring to distribute the dividend.

Pursuant to the Corporate Income Tax Law of the PRC ("CIT Law") and its implementing regulations, the tax rate of the corporate income tax applicable to the income of non-resident enterprise deriving from the PRC is 10%. For this purpose, any H Shares registered under the name of non-individual enterprise, including the H Shares registered under the name of HKSCC Nominees Limited, other nominees or trustees, or other organizations or entities, shall be deemed as shares held by non-resident enterprise shareholders as defined under the CIT Law. The Company will distribute the final dividend to non-resident enterprise Shareholders subject to a deduction of 10% corporate income tax withheld and paid by the Company on their behalf.

Pursuant to the Notice on the Issues on Levy of Individual Income Tax after the Abolishment of Guo Shui Fa [1993] No. 045 Document issued by the State Administration of Tax on 28 June 2011, the dividend to be distributed by the PRC non-foreign invested enterprises which has issued shares in Hong Kong to the overseas resident individual shareholders, is subject to the individual income tax with a tax rate of 10% in general. However, the tax rates for respective overseas resident individual shareholders may vary depending on the relevant tax agreements between the countries of their residence and Mainland China. Thus, 10% personal income tax will be withheld from the final dividend payable to any individual Shareholders whose names appear on the register of members of H Shares of the Company on Thursday, 9 April 2020, unless otherwise stated in the relevant taxation regulations, taxation agreements or the notice.

The Company will have no liability in respect of any claims arising from any delay in, or inaccurate determination of the status of the Shareholders or any disputes over the mechanism of withholding.

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LETTER FROM THE BOARD

VII. AGM AND THE CLASS MEETINGS

The AGM, the Class Meeting of Holders of H Shares and the Class Meeting of Holders of Domestic Shares will be held at No. 308, Cailun Road, Zhangjiang Hi-Tech Park, Pudong New Area, Shanghai, the PRC at 10:00 a.m., 11:00 a.m. and 11:30 a.m., respectively, on Monday, 30 March 2020. Notices of relevant meetings are despatched to the Shareholders on 28 February 2020.

The Company dispatched the proxy forms for the AGM, the Class Meeting of Holders of H Shares and the Class Meeting of Holders of Domestic Shares to the Shareholders in conjunction with the notice of the AGM, the notice of the Class Meeting of Holders of H Shares and the notice of the Class Meeting of Holders of Domestic Shares. Such notices and proxy forms are also published on the website of the Stock Exchange at www.hkex.com.hk. Shareholders who intend to appoint a proxy to attend the AGM, the Class Meeting of Holders of H Shares and the Class Meeting of Holders of Domestic Shares shall complete and return the relevant proxy form in accordance with the instructions printed thereon to the H share registrar of the Company, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for the holders of H Shares), or to the office of the company secretary of the Company at No. 308, Cailun Road, Zhangjiang Hi-Tech Park, Pudong New Area, Shanghai, the PRC (for the holders of Domestic Shares) as soon as possible but in any event not later than 24 hours before the time fixed for holding the AGM and the Class Meetings or any adjournment thereof (as the case may be). Completion and return of the proxy forms will not preclude you from attending and voting in person at the AGM and the Class Meetings or any adjourned meeting should you so desire.

For details of the eligibility for attending the aforementioned meetings, the book closure and other matters in relation to the aforementioned meetings, please refer to the notice of the AGM, the notice of the Class Meeting of Holders of H Shares and the notice of the Class Meeting of Holders of Domestic Shares of the Company dated 28 February 2020.

VIII. VOTING BY WAY OF POLL

In accordance with the relevant provisions of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. As such, the resolutions set out in the notices convening the AGM and the Class Meetings will be voted by poll.

IX. RECOMMENDATION

The Directors are of the view that all resolutions set out in the notice of the AGM, notice of the Class Meeting of Holders of H Shares and notice of the Class Meeting of Holders of Domestic Shares are all in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all proposed resolutions.

- 11 -

LETTER FROM THE BOARD

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

XI. ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

Yours faithfully,

For and on behalf of the Board

Wang Hai Bo

Chairman

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APPENDIX I	PARTICULARS OF THE PROPOSED ISSUE OF
	A SHARES AND AUTHORIZATION TO THE BOARD

1. Proposed Issue of A Shares

The Company proposed to apply to the relevant regulatory authorities in the PRC for the allotment and issue of not more than 120,000,000 A Shares with a nominal value of RMB0.1 each to the qualified price consultation participants subject to the laws and regulations of the PRC and the conditions required by the regulatory authorities, qualified investors of the Sci-Tech Innovation Board who maintain securities account with the Shanghai Stock Exchange and other investors as approved by the CSRC and the Shanghai Stock Exchange (excluding those in respect of which subscription has been prohibited by laws and regulations), and apply to the Sci-Tech Innovation Board of the Shanghai Stock Exchange for the listing of and permission to deal in the A Shares. The Issue of A Shares is subject to, among other things, the approval by the Listing Committee of Sci-Tech Innovation Board of the Shanghai Stock Exchange and the registration with the CSRC.

Details of the Issue of A Shares

1. Class and nominal value of new Shares to be issued
   RMB ordinary Shares (A Shares) with a nominal value of RMB0.1 each.
2. Number of new Shares to be issued

According to the regulatory requirements of listing on the Sci-Tech Innovation Board and based on the capital needs for the future business development of the Company, the Company proposed to issue not more than 120,000,000 A Shares. The final issue size will be determined by the Board according to the authorization granted at the AGM and the Class Meetings, respectively, the conditions required by the laws and regulations of the PRC and the regulatory authorities and the market condition after consultation with the lead underwriter. The number of A Shares to be issued will be adjusted accordingly if there are any ex-rights events such as stock dividend or conversion of capital reserve into share capital of the Company prior to the issue and listing of A Shares.

The number of A Shares to be issued will not exceed 120,000,000 Shares, which represents:

1. approximately 13.00% of the total issued shares of the Company as at the Latest Practicable Date; and
2. approximately 11.51% of the total enlarged issued shares of the Company immediately after the Completion of the Proposed Issue of A Shares.

The Company considers that the Issue of A Shares will not constitute substantial changes to the existing shareholding structure of the Company, and will not impose any material adverse impact to the governance and operation of the Company.

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APPENDIX I	PARTICULARS OF THE PROPOSED ISSUE OF
	A SHARES AND AUTHORIZATION TO THE BOARD

(iii) Target subscribers

Qualified price consultation participants subject to the laws and regulations of the PRC and the conditions required by the regulatory authorities, qualified investors of the Sci-Tech Innovation Board who maintain securities account with the Shanghai Stock Exchange and other investors as approved by the CSRC and the Shanghai Stock Exchange (excluding those in respect of which subscription has been prohibited by laws and regulations). If the securities regulatory authorities have other requirements, such requirements shall be followed.

If any of the above target subscribers of the Issue of A Shares is a connected person of the Company, the Company will comply with the reporting, announcement and independent Shareholders' approval requirements under Chapter 14A of the Listing Rules (if applicable).

(iv) Method of issuance

The Issue of A Shares will be conducted through a combination of offline placement to the price consultation participants and on-line subscription with funds or other methods of issuance approved by securities regulatory authorities.

1. Pricing methodology

The issue price of the Issue of A Shares will be determined through price consultation with professional institutional investors including securities companies, fund management companies, trust companies, finance companies, insurance companies, qualified foreign investors or private equity fund managers, or by other methods approved by the securities regulatory authorities.

According to the Implementation Measures for Issue and Underwriting of Shares on the Sci-Tech Innovation Board of Shanghai Stock Exchange（《上海證券交易所科創板 股票發行與承銷實施辦法》）, the issue price of the initial public offering of shares shall be determined through price consultation with professional institutional investors including securities companies, fund management companies, trust companies, finance companies, insurance companies, qualified foreign investors or private equity fund managers; the issuer and the lead underwriter may determine the issue price through initial price consultation, or determine the issue price through the book-building process after determining the interval of the issue price by initial consultation. The issue price shall, in any event, not lower than the latest audited net asset value per share prior to the Proposed Issue of A Shares. As at 31 December 2019, the Company's audited net asset value per share was approximately RMB1.01 (as prepared in accordance with the China Accounting Standards for Business Enterprises).

Based on the results of the initial price consultation, the Board will fully consider, among other things, the following factors when determining the issue price: (1) the operational and financial conditions of the Company at that time; (2) valuation of comparable companies; (3) market situation of A shares at that time; (4) share price of

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APPENDIX I	PARTICULARS OF THE PROPOSED ISSUE OF
	A SHARES AND AUTHORIZATION TO THE BOARD

the Company's H Shares at that time; and (5) requirements of applicable laws and regulations. The Board considers that the above pricing methodology is in the interests of the Company and its Shareholders as a whole.

The closing price of H Shares as at 8 March 2019 (being the date of the announcement of the Company in relation to the Proposed Issue of A Shares) is HK$5.92 per H Share. The closing price of H Shares as at the Latest Practicable Date is HK$4.51 per H Share.

(vi) Method of underwriting

A Shares will be issued by standby commitment underwriting by the sponsor (the lead underwriter).

(vii) Place of listing

Except as otherwise stipulated in laws, regulations and other regulatory documents and the Articles of Association, the A Shares to be issued will rank pari passu in all respects with the issued Domestic Shares and H Shares. All A Shares will be listed and traded on the Sci-Tech Innovation Board of the Shanghai Stock Exchange after the completion of the Issue.

(viii) Valid period of the resolution

The valid period of the resolution on the Issue of A Shares is 12 months from the date of the Shareholders' approvals at the AGM and the Class Meetings, respectively.

Proposed use of proceeds from the Issue of A Shares

The proceeds raised from the Issue of A Shares (after deducting the relevant issuing expenses) will be applied to the following projects, and the total estimated investment amount by the proceeds will be approximately RMB650,000,000:

1. the registration project of Hemoporfin in the United States（海姆泊芬美國註冊 項目）, with an estimated investment amount by the proceeds of approximately RMB230,000,000;
2. the innovational research and sustainable development project in relation to biological medicine （生物醫藥創新研發持續發展項目）, with an estimated investment amount by the proceeds of approximately RMB240,000,000; and
3. the project in relation to acquisition of minor equity interests in Taizhou Fudan-Zhangjiang Pharmaceutical Co. Ltd.* ("Taizhou Fudan-Zhangjiang")

（收購泰州復旦張江藥業有限公司少數股權項目）, with an estimated investment amount by the proceeds of approximately RMB180,000,000.

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APPENDIX I	PARTICULARS OF THE PROPOSED ISSUE OF
	A SHARES AND AUTHORIZATION TO THE BOARD

Details of the above investment projects to be funded by proceeds raised are as follows:

1. the registration project of Hemoporfin in the United States: such project is in the preparation stage of applying for clinical test in the US. The Group has conducted an initial discussion with the US Food and Drug Administration (the "FDA") and will apply for clinical test as soon as possible after improving relevant proposal. Such project is initiated for expansion of overseas market based on the existing photodynamic technical platform business of the Company, allowing Hemoporfin product to enter into the US market by successful registration and introduction of Hemoporfin to the FDA of the US, thus achieving the target of internationalization of the Company's core products, increasing new profit growth points for the Company and expanding its overall scope of business, constant profitability and overall competitiveness.
2. the innovational research and sustainable development project in relation to biological medicine: such project covers a series of ongoing research and development projects of the Company in the current and forseeable future time, with various drugs from the platforms of photodynamic technologies, antibody-drug conjugates technologies and solid dose with molecularly-targeted technologies at various stages of proof-of-concept, preclinical studies and clinical studies. Such project aims to further enhance the Company's research and development capability based on its current research and development and processing technologies. The focus of such project is to invest in the Company's research and development platforms for its core technologies, so as to expand its research and development channels, increase its overall competitiveness, strengthen its sustainable development ability in the biomedical domain, with an ultimate aim of achieving the industrialization of ongoing projects.
3. the project in relation to acquisition of minor equity interests in Taizhou Fudan-Zhangjiang: on 28 June 2019, the Company entered into the state-owned equity transfer agreement with Taizhou Huaxin Pharmaceutical Investment Co., Ltd*（泰州華信藥業投資有限公司）, Taizhou Huasheng Investment Development Co., Ltd*（泰州華盛投資開發有限公司）and Taizhou Public Resources Trading Center（泰 州公共資源交易中心）, pursuant to which the Company agreed to acquire an aggregate of 30.23% equity interest of Taizhou Fudan-Zhangjiang from Taizhou Huaxin Pharmaceutical Investment Co., Ltd* and Taizhou Huasheng Investment Development Co., Ltd*. The Company intends to utilize part of the proceeds raised from the Issue of A Shares to replace its own funds used for payment of acquiring 30.23% of the minor equity interests in Taizhou Fudan-Zhangjiang. As a major production base of the Group, FuMeiDa （复美达）, which is currently produced by Taizhou Fudan-Zhangjiang, has favourable development prospects. In the future, the Company will fully utilize its existing capacity and further select suitable products for the collinear production, thus combining its production capacity. Meanwhile, the Group will give priority to Taizhou Fudan-Zhangjiang for production in respect of its industrialization planning of research and development projects in the future. By acquiring the minor equity interests via

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APPENDIX I	PARTICULARS OF THE PROPOSED ISSUE OF
	A SHARES AND AUTHORIZATION TO THE BOARD

this transaction, Taizhou Fudan-Zhangjiang became a wholly-owned subsidiary of the Company, which is beneficial to the improvement of decision-making efficiency by the Company to its subsidiaries and control of average costs of the Group's products as well as enhance the Company's economic effectiveness. As at the Latest Practicable Date, registration procedures for change in the relevant equity interests has completed.

Within the scope of these projects, the Company may make appropriate adjustments to the sequence and amount of proceeds for the above projects with reference to the progress of projects, financial requirements and other actual situations. Prior to the proceeds raised from the Issue of A Shares are in place, the Company shall, in accordance with the actual progress of each project, finance such projects by its own funds or bank loans. After the proceeds raised from the Issue of A Shares are in place, the Company shall use the proceeds in strict compliance with relevant rules. The proceeds may be used for replacing the Company's funds or bank loans previously invested in such projects and paying the remaining amount of such projects.

In the event that the actual amount of proceeds raised from the Issue of A Shares is more than the total estimated amount of investment by the proceeds in the projects as set out above, the surplus will be used to supplement the working capital in relation to the principal business of the Company. In the event the proceeds raised from the Issue of A Shares are less than the total estimated amount of investment by the proceeds in the projects as set out above, the shortfall will be covered by the funds raised by the Company through the working capital arising from its operating activities or loans from bank and other financial institutions.

- I-5 -

APPENDIX I	PARTICULARS OF THE PROPOSED ISSUE OF
	A SHARES AND AUTHORIZATION TO THE BOARD

Effects of the Issue of A Shares on shareholding structure of the Company

Assuming that a total of 120,000,000 A Shares are to be issued, the shareholding structure of the Company as at the Latest Practicable Date and immediately after completion of the Issue of A Shares is as follow (assuming there is no other change in the share capital of the Company from the Latest Practicable Date up to and including the date of completion of the Issue of A Shares):

						Immediately after
	As at the Latest		completion of the Issue of
	Practicable Date		A Shares
	Number of	Approximate		Number of	Approximate
	Shares	%		Shares	%
Domestic Shares
- existing Domestic
Shares (Note 1)	583,000,000		63.16%		583,000,000		55.90%
- A Shares to be
issued	-	-	120,000,000		11.51%
H Shares	340,000,000		36.84%		340,000,000		32.60%
Total	923,000,000		100%		1,043,000,000		100%

Notes:

1. After the Issue of A Shares, the existing Domestic Shares of the Company will be converted into A Shares and listed and traded on the Sci-Tech Innovation Board;
2. The difference between the aggregation of the items and the total number (if any) is due to rounding.

As at the Latest Practicable Date, based on the publicly available information and to the Directors' knowledge, all the H Shares are held by the public and the Company has maintained a public float above 25% which satisfies the requirements under the Listing Rules. The Company undertakes that it will continue to comply with the public float requirement under the Listing Rules during the application process and after completion of the Issue of A Shares.

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APPENDIX I	PARTICULARS OF THE PROPOSED ISSUE OF
	A SHARES AND AUTHORIZATION TO THE BOARD

2. Proposal on authorization to the Board to deal with matters relating to the Issue of A Shares

For the purposes of the Issue of A Shares, a resolution will be proposed by the Board at the AGM and the Class Meetings, respectively, to extend the authorization period to the Board to determine and to deal with the matters relating to the Issue of A Shares.

The authorization proposed to be granted to the Board shall include without limitation:

1. to engage relevant intermediaries for the Issue of A Shares, and negotiate and fix the service fees and sign engagement or appointment agreements with relevant intermediaries;
2. to implement the proposal on the Issue of A Shares pursuant to the requirements under the relevant laws, regulations and any other regulatory documents and the resolutions approved by the Shareholders' meeting;
3. within the scope of resolution in relation to the Proposed Issue of A Shares approved by the Shareholders, to deal with all matters relating to the Issue of A Shares at its sole discretion, including without limitation, adjusting or determining the stock exchange to be listed on, the time of issuance, the number of shares to be issued, the target subscribers, the method of issuance, the pricing methodology, the issue price, the date of commencement and end of issuance and other related matters subject to the requirements of relevant competent authorities and the actual circumstance of the securities market;
4. to adjust the investment projects to be funded by proceeds on a necessary basis and in an appropriate manner within the scope of resolutions approved at the Shareholders' meeting, including but not limited to adjustment or reduction of the investment projects to be funded by proceeds, the amount of fund required for such projects; to adjust related matters according to the actual circumstances and comments from relevant governmental authorities in the course of implementation of the projects to which the proceeds will be applied, including without limitation, adjusting the amount of fund used for each project within the scope of the projects to which proceeds will be applied, the subject of implementation, progress and means of implementation, etc.; confirming the specific saving account for the proceeds; implementing the use of the proceeds after completion of the Issue of A Shares; executing material contracts involved in the course of implementation of the projects to which proceeds will be applied;
5. to adjust the proposal on the Issue of A Shares according to implementation situation of the proposal on the Issue of A Shares, market conditions, policies adjustments and comments from regulatory authorities, or if there is any change to the relevant policies within the validity period of the proposal on Issue of A Shares, to deal with matters relating to the Issue of A Shares pursuant to such new policies;

- I-7 -

APPENDIX I	PARTICULARS OF THE PROPOSED ISSUE OF
	A SHARES AND AUTHORIZATION TO THE BOARD

1. to amend the provisions of the Articles of Association, and draft, amend and approve the Articles of Association (Draft), the rules of procedures and internal regulations of the Company relating to the Issue of A Shares according to the requirements and suggestions from relevant governmental and regulatory authorities during the process of the Issue of A Shares; to revise the relevant provisions of Articles of Association (Draft) in accordance with the results of issuance, and to deal with the approval and the filing and registration of changes with the competent regulatory authority of industry and commerce and the filing and registration with relevant authorities (if necessary);
2. to make appropriate amendments to the Articles of Association (Draft) and other relevant rules approved by AGM and the Class Meetings which will take effect on the date of the Issue of A Shares in the event they are challenged by the CSRC, the stock exchanges and other relevant regulatory authorities, or they conflict with the regulatory rules or documents promulgated by the CSRC, the stock exchanges and other relevant regulatory authorities;
3. to deal with all filing and application matters relating to the Issue of A Shares, including without limitation, applying for approval from, registering with, filing with, seeking approvals and consents from relevant governmental and regulatory authorities, the stock exchanges and securities clearing institutions in relation to the Issue of A Shares and to approve, amend, sign or perform any agreement, contract or other relevant legal document relating to the Issue of A Shares;
4. to deal with all matters relating to the registration and clearing of the shares with China Securities Depository and Clearing Company Limited in accordance with the undertakings made by each Shareholder upon completion of the Issue of A Shares, including without limitation, the registration of equity trusteeship and the lock-up of circulated stock;
5. to prepare application files for the Issue of A Shares and to deal with all other related matters in connection with the Issue of A Shares.

The term of the extended authorization, if the proposed extension to the authorization period is approved by the Shareholders at the AGM and the Class Meetings, respectively, shall be 12 months from the date of the Shareholders' approvals at the AGM and the Class Meetings, respectively.

- I-8 -

APPENDIX II	BIOGRAPHICAL INFORMATION OF
	THE DIRECTORS AND SUPERVISORS
	FOR RE-ELECTION AND ELECTION

Executive Directors

Wang Hai Bo （王海波）, aged 59, was appointed as an Executive Director of the Company in November 1996. He is also the chairman of the Board and general manager of the Company. He is concurrently appointed as the chairman of board of directors of Taizhou Fudan-Zhangjiang Pharmaceutical Co. and the director of Fernovelty (Hong Kong) Holding Co., Ltd. which are the subsidiaries of the Company. He founded the Company in November 1996. He was an associate professor at Fudan University from May 1995 to June 1996. He has published numerous articles, thus earned many awards such as the State Star Fire Grade

1. Award （國家星火三等獎）, Education Committee Grade II Award （教委二等獎） and Technology Advancement Award of the Shanghai Municipality （上海市科技進步獎）. He graduated from Fudan University with a bachelor's degree in Biology in July 1983 and master's degree in July 1986. He was the former chief technology officer of Zhejiang Shenghua Biok Biology Co., Ltd., a company listed on the Shanghai Stock Exchange (Shanghai Stock Code: 600226).

Mr. Wang was entitled to a remuneration of RMB3,380,000 for the year 2019 including basic salaries, discretionary bonus and other retirement benefits and social security costs. The emolument is determined by the remuneration committee of the Board with reference to his experience, qualification, duties, responsibilities and expected time commitment to the Company's affairs, as well as the prevailing market standards.

As at the Latest Practicable Date, Mr. Wang is interested in 57,886,430 domestic shares of the Company, representing approximately 6.27% of the total issued share capital of the Company.

Su Yong（蘇勇）, aged 55, was appointed as an Executive Director in January 2002. He is also the deputy general manager of the Company. He joined the Company in April 1997. He has been working in the field of genetic engineering for over twenty years. He was the chief engineer of Hangzhou Jiuyuan Gene Engineering Co., Ltd. from January 1994 to April 1997, during which he was responsible for managing the genetic engineering department. He graduated from Northwest Normal University with a bachelor's degree in Biology Science in July 1985, Fudan University with a master's degree in Biochemistry in July 1993, and Zhejiang University with a Ph.D. in Oncology in June 2000.

Mr. Su was entitled to a remuneration of RMB2,535,000 for the year 2019 including basic salaries, discretionary bonus and other retirement benefits and social security costs. The emolument is determined by the remuneration committee of the Board with reference to his experience, qualification, duties, responsibilities and expected time commitment to the Company's affairs, as well as the prevailing market standards.

As at the Latest Practicable Date, Mr. Su is interested in 22,312,860 domestic shares of the Company, representing approximately 2.42% of the total issued share capital of the Company.

- II-1 -

APPENDIX II	BIOGRAPHICAL INFORMATION OF
	THE DIRECTORS AND SUPERVISORS
	FOR RE-ELECTION AND ELECTION

Zhao Da Jun（趙大君）, aged 49, was appointed as an Executive Director in January 2002. He is also the deputy general manager and an authorized representative of the Company. At the same time, he is concurrently appointed as the chairman of the board of directors of Shanghai Tracing Bio-technology Co., Ltd., a subsidiary of the Company. He is a cofounder of the Company. He was a teaching assistant at the Law School of Fudan University from August 1995 to October 1996. He was awarded the National Education Committee on Technology Advancement Grade II Award（國家教委科技進步二等獎）in 1997. He graduated from Fudan University with a bachelor's degree in Biology in July 1992, a master's degree in Biology in July 1995, and from University of Hong Kong with a master's degree in Business Administration in November 2001.

Mr. Zhao was entitled to a remuneration of RMB2,535,000 for the year 2019 including basic salaries, discretionary bonus and other retirement benefits and social security costs. The emolument is determined by the remuneration committee of the Board with reference to his experience, qualification, duties, responsibilities and expected time commitment to the Company's affairs, as well as the prevailing market standards.

As at the Latest Practicable Date, Mr. Zhao is interested in 19,260,710 domestic shares of the Company, representing approximately 2.09% of the total issued share capital of the Company.

Non-Executive Director

Shen Bo（沈波）, aged 47, was appointed as a Non-executive Director in June 2012. He was a non-practising member of the Chinese Institute of Certified Public Accountants. He is an executive director, a vice president and the chief financial officer of Shanghai Pharmaceuticals Holding Co., Ltd., and concurrently appointed as a executive director of China International Pharmaceutical (Holding) Corporation Limited, chairman of Shanghai TCM Co., Ltd.; chairman and legal representative of Shanghai Harvest Pharmaceutical Co., Ltd.; chairman of SPH Changzhou Pharmaceutical Co., Ltd.. He was the deputy manager of the financial department of Shanghai Jinling Co., Ltd. from 1996 to 2000, the financial director of Shanghai Jinling Tai Ke IT Development Co., Ltd. from May 2000 to January 2001; the general manager of finance department of Shanghai Industrial United Holdings Co., Ltd. from January 2006 to November 2006; the financial controller of Shanghai Industrial Pharmaceutical Investment Co., Ltd. from November 2006 to March 2010. He graduated from the Shanghai Institute of Construction Materials Industry with a bachelor's degree in Economics in July 1996, and Chinese University of Hong Kong with a master's degree in Professional Accounting in December 2007.

The Company is not required to pay any director's fee or emolument to Mr. Shen.

Yu Xiao Yang（余曉陽）, aged 63, was appointed as a Non-executive Director in May 2013. She has over 20 years of banking and investment experience. She is a founding partner of China New Enterprise Investment and the founder and managing partner of Victoria Capital Limited, a corporate finance advisory firm in 1998. She was among the first mainland Chinese to embark on a professional career with major international financial

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APPENDIX II	BIOGRAPHICAL INFORMATION OF
	THE DIRECTORS AND SUPERVISORS
	FOR RE-ELECTION AND ELECTION

institutions. She served at Paris Bank in Geneva, Dresdner Bank in Frankfurt, London and New York from 1980 to 1985, and Salomon Brothers from 1987 to 1991, working in the areas of mergers and acquisitions and corporate finance. She graduated from International Management Institute (Geneva), predecessor of International Institute for Management Development, with a master's degree in Business Administration in May 1982.

The Company is not required to pay any director's fee or emolument to Ms. Yu.

Independent Non-Executive Director

Zhou Zhong Hui（周忠惠）, aged 72, was appointed as an Independent Non-executive Director on 30 May 2013. He is currently a member of the Financial Advisory Expert Committee of the China Association for Public Companies, managing director of China Appraisal Society. He was appointed as a member of the International Advisory Committee of the China Securities Regulatory Commission, the Audit Standard Committee of Chinese Institute of Certified Public Accountant. He used to be the chief accountant of the China Securities Regulatory Commission from 2007 to 2011, a partner, the general manager and chief accountant of PricewaterhouseCoopers Zhong Tian CPAs Limited Company from 1992 to 2007 and a professor of Shanghai University of Finance and Economics from 1989 to 1998. He has been an independent nonexecutive director of Shanghai Oriental Pearl Media Co., Ltd. (Formerly known as BesTV New Media Co., Ltd., a company listed on the Shanghai Stock Exchange (Shanghai Stock Code: 600637)) since 23 December 2011 and resigned on 4 June 2015. He has been an independent non-executive director of Juneyao Airlines Co., Ltd., a company listed on the Shanghai Stock Exchange (Shanghai Stock Code: 603885) since 29 June 2014 and resigned on 28 June 2017 He has been an independent non-executive director of China Pacific Insurance (Group) Co., Ltd., a company listed on the Shanghai Stock Exchange (Shanghai Stock Code: 601601) and the Stock Exchange (Stock Code: 02601) since 31 May 2013, and resigned on 18 July 2019. He has been an independent director of S.F. Holding Co., Ltd., a company listed on the Shenzhen Stock Exchange (formerly known as Maanshan Dingtai Rare Earth & New Materials Co., Ltd., Shenzhen Stock Code: 002352) since 28 December 2016. He has been an independent non-executive director of COSCO SHIPPING Holdings Co. Ltd., a company listed on the Shanghai Stock Exchange and the Main Board of the Stock Exchange (formerly known as China COSCO Holdings Co., Ltd., Shanghai Stock Code: 601919, Stock Code: 01919) since 25 May 2017. He has been an independent non-executive director of CITIC Securities Company Limited, a company listed on the Shanghai Stock Exchange (Shanghai Stock Code: 600030) and the Main Board of the Stock Exchange (Stock Code: 6030). He graduated from Shanghai University of Finance and Economics with a master's degree in Economics in November 1983, and a Ph.D. in Economics in January 1993.

The remuneration of Mr. Zhou as an Independent Non-executive Director was RMB150,000 for the year 2019, which is determined by the remuneration committee of the Board with reference to the prevailing market standards, and approved by the Shareholders' meeting.

- II-3 -

APPENDIX II	BIOGRAPHICAL INFORMATION OF
	THE DIRECTORS AND SUPERVISORS
	FOR RE-ELECTION AND ELECTION

Lam Yiu Kin （林耀堅）, aged 65, was appointed as an Independent Non-executive Director on 9 October 2013. He is a fellow member of the Association of Chartered Certified Accountants (ACCA), the Institute of Chartered Accountants in England & Wales (ICAEW), the Institute of Chartered Accountants of Australia and New Zealand (ICAA), and Hong Kong Institute of Certified Public Accountants (HKICPA). Mr. Lam has extensive experiences in accounting, auditing and business consulting. He was a member of the Listing Committee of the Stock Exchange from 1997 to 2003, a committee member of HKICPA from 1994 to 2009, a member of the Financial Reporting Advisory Panel of the Stock Exchange from 1997 to 2003 and a partner with PricewaterhouseCoopers from 1993 to 2013. He graduated from Hong Kong Polytechnic University with a higher diploma in June 1975 and he was awarded the honorary fellow of Hong Kong Polytechnic University in November 2002. He has been an independent non-executive director of Mason Group Holdings Limited (formerly known as Mason Financial Holdings Limited), a company listed on the Main Board of the Stock Exchange (Stock Code: 0273) since 1 August 2015 and resigned on 24 May 2017. He has been an independent non-executive director of Vital Innovations Holdings Limited (formerly known as Vital Mobile Holdings Limited), a company listed on the Main Board of the Stock Exchange (Stock Code: 6133) since 19 September 2014. He has been an independent non-executive director of Spring Asset Management Limited, which is the manager of Spring Real Estate Investment Trust whose units are listed on the Main Board of the Stock Exchange (Stock Code: 1426) since 12 January 2015. He has been an independent non-executive director of Global Digital Creations Holdings Limited, a company listed on the Growth Enterprise Market of the Stock Exchange (Stock Code: 8271) since 27 July 2015. He has been an independent non-executive director of Shougang Concord Century Holdings Limited, a company listed on the Main Board of the Stock Exchange (Stock Code: 0103) since 1 August 2015. He has been an independent non-executive director of COSCO Shipping Ports Limited, a company listed on the Main Board of the Stock Exchange (Stock Code: 1199) since 14 August 2015. He has been an independent non-executive director of Nine Dragons Paper (Holdings) Limited, a company listed on the Main Board of the Stock Exchange (Stock Code: 2689) since 3 March 2016. And he has been an independent nonexecutive director of WWPKG Holdings Company Limited, a company listed on the Growth Enterprise Market of the Stock Exchange (Stock Code: 8069) since 16 December 2016. He has been appointed as an independent non-executive director of CITIC Telecom International Holdings Limited, a company listed on the Main Board of the Stock Exchange (Stock Code: 1883) since 1 June 2017. He has also been appointed as an independent non-executive director of Bestway Global Holding Inc., a company listed on the Main Board of the Stock Exchange (Stock Code: 3358) since 18 October 2017, and an independent non-executive director of Topsports International Holdings Limited, a company listed on the Main Board of the Stock Exchange (Stock Code: 6110) since 26 September 2019.

The remuneration of Mr. Lam as an Independent Non-executive Director was RMB150,000 for the year 2019, which is determined by the remuneration committee of the Board with reference to the prevailing market standards, and approved by the Shareholders' meeting.

- II-4 -

APPENDIX II	BIOGRAPHICAL INFORMATION OF
	THE DIRECTORS AND SUPERVISORS
	FOR RE-ELECTION AND ELECTION

Xu Qing（許青）, aged 55, was appointed as an Independent Non-executive Director on 29 May 2015. Mr. Xu was appointed as an independent supervisor in May 2008. He is currently a professor of Tongji University Medical School, doctor-postgraduate supervisor, deputy director of the Oncology Department and Tumor Institute, and director, chief physician of Medical Oncology Department of the Tenth People's Hospital affiliated to Tongji University. And he is director of Medical Oncology Department of Shanghai Dermatology Hospital affiliated to Tongji University. He used to serve as a deputy director, a deputy chief physician, and a deputy professor of the Medical Oncology Department of Chang Zheng Hospital of The Second Military Medical University. He has been engaged in the fundamental and clinical research on tumor for a long time. He has published over 100 articles in medical journals both domestic and abroad. He did his postdoctoral research in the H.Lee. Moffitt Cancer Center of University of South Florida as a visiting scholar. He graduated from The Second Military Medical University in August 1989 with a bachelor's degree of medicine. He obtained a doctor's degree of internal medicine in August 1997.

The remuneration of Mr. Xu as an Independent Non-executive Director was RMB150,000 for the year 2019, which is determined by the remuneration committee of the Board with reference to the prevailing market standards, and approved by the Shareholders' meeting.

Yang Chun Bao（楊春寶）, aged 50, was appointed as an Independent Non-executive Director on 9 June 2017, is currently a senior partner of Dentons Law Firm Shanghai Office. He was a practice lawyer successively in Shanghai Zhongjian Law Firm and Shanghai Haworth & Lexon Law Firm from 1995 to 2015. And he served as an in-house counsel in Southeast Branch of CMST Shanghai from 1992 to 1995. Mr. Yang is a part-time professor of the Law School of East China University of Science and Technology, part-timepost-graduate supervisor of East China University of Political Science & Law and panel mediator with mediation center of CCPIT and CCOIC. He graduated from Fudan University with L.L.B in July 1992 and received J.M of East China University of Political Science and Law in June 2001 and L.L.M of University of Sydney Technology in May 2001.

The remuneration of Mr. Yang as an Independent Non-executive Director was RMB150,000 for the year 2019, which is determined by the remuneration committee of the Board with reference to the prevailing market standards, and approved by the Shareholders' meeting.

Supervisors

Tang Yu Kuan（唐餘寬）, aged 45, is currently the deputy general manager of Shanghai Fudan Asset Operating Limited（上海復旦資產經營有限公司）and the vice president of Zhuhai Fudan Innovation Institute. He is seconded to The Municiple Government of Zhuhai as the deputy secretary-general. He is also the chairman of Shanghai Fudan Enterprise Development Company Limited and the general manager of Shanghai Fudan Venture Capital Limited. Prior to that, he was the deputy director of the Development Department of the School of Economics at Fudan University, assistant to the president of the School of Social Development and Public Policy of Fudan University as well as the deputy director of the

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APPENDIX II	BIOGRAPHICAL INFORMATION OF
	THE DIRECTORS AND SUPERVISORS
	FOR RE-ELECTION AND ELECTION

Centre of Urban and Regional Studies of Fudan University. He is a visiting lecturer of University of Cambridge. He graduated from Fudan University with a master's degree in Management and a Ph.D. in Economics.

The Company is not required to pay any supervisor's fee or emolument to Mr. Tang.

Liu Xiao Long（劉小龍）, aged 62, was appointed as an Independent Supervisor on 13 May 2016. He is the chairman of the board and the chief executive officer of Jiuyou Capital Co., Ltd. （上海久有股權投資基金管理有限公司）. He worked as the general manager of Shanghai Wai Gao Qiao Free Trade Zone New Development Co., Ltd.（上海市外高橋保稅區新 發展有限公司）, the chairman of the board of Shanghai Zhangjiang Hi-Tech Park Development Co., Ltd. （上海張江高科技園區開發股份有限公司）(a company listed on the Shanghai Stock Exchange whose stock code is 600895) and the deputy director of Shanghai Zhangjiang Hi-Tech Park management committee. He was also a member of the standing committee of Shanghai Association for Science and Technology. He graduated from Shanghai Jiao Tong University mechatronics branch campus with a bachelor degree.

The remuneration of Mr. Liu as an Independent Supervisor was RMB100,000 for the year 2019, which is determined by the remuneration committee of the Board with reference to the prevailing market standards, and approved by the Shareholders' meeting.

Huang Jian（黃建）, aged 50, was appointed as an Independent Supervisor on 9 June 2017, is Professor and Doctoral supervisor in the Biochemistry and Molecular Cytology Department of School of Medicine of Shanghai Jiao Tong University and evaluator of National Natural Science Foundation of China. He conducted his postdoctoral research in the Shanghai Institute of Biochemistry and Cell Biology of Chinese Academy of Sciences and Karolinska Institute in Sweden. He works on molecular oncology for a long time and takes charge of multiple national and provincial research projects as chief researcher. He has published more than 40 published papers on journals home and aboard. He graduated from Fudan University with a degree of bachelor in science in 1992, a degree of master in science in 1995 and a PhD in science in 1999.

The remuneration of Mr. Huang as an Independent Supervisor was RMB100,000 for the year 2019, which is determined by the remuneration committee of the Board with reference to the prevailing market standards, and approved by the Shareholders' meeting.

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