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)

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The board of directors (the "Board") of Shanghai Junshi Biosciences Co., Ltd.* (the "Company") hereby announces that according to the Approval of the Adjustments to the Provisions on Notice Period for Convening General Meetings and Other Matters Applicable to Overseas Listed Companies (Guo Han [2019] No. 97) released by the State Council, overseas listed joint stock limited companies incorporated within the People's Republic of China shall follow the relevant provisions of the Company Law of the People's Republic of China in respect of requirements on notice period for convening general meetings, shareholders' right of raising motions and convening procedures, and the provisions of Articles 20 to 22 of the Special Regulations of the State Council on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies are no longer applicable. Accordingly, the Board resolved at the Board meeting held on 21 November 2019 to amend the articles of association of the Company (the "Articles of Association") as follows:

Article 70

Currently reads as follow:

When the Company convenes a general meeting, written notice of the meeting shall be given forty-five (45) days (exclusive of the date of the meeting when calculating the starting date) before the date of the meeting to notify all shareholders whose names appear in the share register of the matters to be considered and the date and place of the meeting. A shareholder who intends to attend the meeting shall deliver to the Company his written reply concerning his attendance at such meeting twenty (20) days before the date of the meeting.

Notice of general meeting shall be served to any shareholder (whether has voting right on general meeting or not) either by hand or by post in a prepaid mail, addressed to such shareholder at his registered address as shown in the register of members. Subject to compliance with the laws, administrative regulations, the listing rules of the stock exchange where the Company' s shares are listed, notice of the general meeting may also be given by way of announcement, including through publishing on the Company' s website.

The "public announcement" referred to in the preceding paragraph shall be published in one or more newspapers designated by the securities supervisory and regulatory authority under the State Council and the securities regulatory authorities of the place where the Company's shares are listed within the interval of forty-five (45) days to fifty (50) days before holding of the meeting. All holders of domestic shares shall be deemed as having been notified of the forthcoming general meeting once the announcement is published. The Chinese and English versions of the announcement shall be published on the websites of the Hong Kong Stock Exchange and the Company respectively on the same day or shall be published in the manner as specified by the Hong Kong Stock Exchange from time to time.

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It is proposed to be amended to:

When the Company convenes a general meeting, it shall notify each shareholder of the date and place of the meeting and the matters to be considered twenty (20) days before the date of the meeting and fifteen (15) days before the date of an extraordinary general meeting.

Notice of general meeting shall be served to any shareholder (whether has voting right on general meeting or not) either by hand or by post in a prepaid mail, addressed to such shareholder at his registered address as shown in the register of members. Subject to compliance with the laws, administrative regulations, the listing rules of the stock exchange where the Company' s shares are listed, notice of the general meeting may also be given by way of announcement, including through publishing on the Company' s website.

The "public announcement" referred to in the preceding paragraph shall be published in one or more newspapers designated by the securities supervisory and regulatory authority under the State Council twenty (20) days before holding of an annual general meeting and fifteen (15) days before holding of an extraordinary general meeting. All holders of domestic shares shall be deemed as having been notified of the forthcoming general meeting once the announcement is published. The Chinese and English versions of the announcement shall be published on the websites of the Hong Kong Stock Exchange and the Company respectively on the same day or shall be published in the manner as specified by the Hong Kong Stock Exchange from time to time.

Special regulations of the listing rules of the place where the Company's shares are listed shall prevail.

Article 71

Currently reads as follow:

The Company shall calculate the number of voting shares represented by the shareholders who intend to attend the meeting based on the written replies received twenty (20) days prior to the holding of the general meeting. If the number of voting shares represented by the shareholders who intend to attend the meeting reaches more than one half of the total number of the Company' s voting shares, the Company may hold the general meeting. If not, the Company shall within five (5) days inform the shareholders again by public notice of the matters to be considered as well as the date and place of the meeting. Upon notification by the public announcement, the Company may hold the general meeting.

An extraordinary general meeting shall not decide on matters not specified in the notice.

It is proposed to be amended to:

A general meeting shall not decide on matters not specified in the notice.

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Corresponding amendments will be made to the rules of procedures of the general meeting of the Company (the "Rules of Procedures of the General Meeting"). Full details of such amendments will be set out in the circular to be dispatched to the shareholders.

The proposed amendments to the Articles of Association and the proposed amendments to the Rules of Procedures of the General Meeting will be subject to shareholders' approval by way of special resolution at the extraordinary general meeting of the Company ("EGM") to be held on Monday, 6 January 2020.

Reference is made to the notice of the EGM and the overseas regulatory announcement of the Company in relation to the proposed amendments to the Articles of Association both dated 21 November 2019. A circular containing, among other things, details of the above proposal will be dispatched to the shareholders in due course.

By order of the Board of

Shanghai Junshi Biosciences Co., Ltd.*

Mr. Xiong Jun

Chairman

Hong Kong, 21 November 2019

As at the date of this announcement, the board of directors of the Company comprises Mr. Xiong Jun, Dr. Li Ning, Dr. Feng Hui, Mr. Zhang Zhuobing, Dr. Wu Hai and Dr. Yao Sheng as executive Directors; Mr. Tang Yi, Mr. Li Cong, Mr. Yi Qingqing and Mr. Lin Lijun as non-executive Directors; and Dr. Chen Lieping, Dr. He Jia, Mr. Chen Xinjun, Mr. Qian Zhi and Dr. Roy Steven Herbst as independent non-executive Directors.

  • For identification purpose only

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Shanghai Junshi Biosciences Co. Ltd. published this content on 21 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 November 2019 13:50:03 UTC