Home Business Notice of Shanghai Junshi Biomedical Technology Co., Ltd. on Holding the 2021 Annual General Meeting of Shareholders_Proposal_Equity Registration Date_Meeting

Notice of Shanghai Junshi Biomedical Technology Co., Ltd. on Holding the 2021 Annual General Meeting of Shareholders_Proposal_Equity Registration Date_Meeting

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Original title: Notice of Shanghai Junshi Biomedical Technology Co., Ltd. on Holding the 2021 Annual General Meeting of Shareholders

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the content of the announcement, and bear legal responsibility for the truthfulness, accuracy and completeness of its content in accordance with the law.

● Online voting system adopted in this shareholders’ meeting: Shanghai Stock Exchange’s online voting system for shareholders’ meeting

(3) Voting method: The voting method adopted at this general meeting is a combination of on-site voting and online voting.

The online voting system of the Shanghai Stock Exchange is adopted, and the voting time through the voting platform of the trading system is the trading time period on the day when the general meeting of shareholders is held, namely 9:15-9:25, 9:30-11:30, 13:00-15: 00; the voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.

(VI) Margin financing and securities lending, refinancing, agreed repurchase business account and voting procedures for investors of Shanghai Stock Connect

Involving margin financing and securities lending, refinancing business, accounts related to agreed repurchase business, and the voting of investors in Shanghai Stock Connect shall comply with relevant regulations such as “Guidelines for the Self-Regulatory Supervision of Companies Listed on the Sci-tech Innovation Board of the Shanghai Stock Exchange No. 1 – Standardized Operation” and other relevant regulations implement.

2. Matters to be considered at the meeting

2021 Annual General Meeting of Shareholders to Consider Proposals and Types of Voting Shareholders

Note: The 2021 Independent Non-executive Director’s Work Report will also be heard at this general meeting.

1. Time and media of disclosure of each proposal

The above proposals have been reviewed and approved at the 8th meeting of the 3rd Board of Directors and the 7th meeting of the 3rd Board of Supervisors held on March 31, 2022, and the 9th meeting of the Company’s 3rd Board of Directors held on April 20, 2022 . Relevant announcements have been published on the website of the Shanghai Stock Exchange (www.sse.com.cn) and the company’s designated disclosure media “China Securities Journal”, “Shanghai Securities News“, “Securities Times” and “Securities Daily”.

2. Proposals for special resolutions: Items 6, 11 and 12 of the 2021 Annual General Meeting

3. Proposal for separate counting of votes for small and medium investors: Proposals 5, 6, 8, 10, 13 and 14 of the 2021 Annual General Meeting

4. Proposals involving the withdrawal of related shareholders from voting: none

Names of affiliated shareholders who should abstain from voting: none

5. Proposals involving voting by preference shareholders: none

3. Notes on voting at the general meeting of shareholders

(1) If the shareholders of the company exercise their voting rights through the online voting system of the Shanghai Stock Exchange’s general meeting, they can either log in to the voting platform of the trading system (through the designated trading terminal of the securities company) to vote, or log in to the Internet voting platform (website: vote) .sseinfo.com) to vote. For the first time to log in to the Internet voting platform to vote, investors need to complete the shareholder identity certification. For specific operations, please refer to the instructions on the website of the Internet voting platform.

(2) If the same voting right is repeatedly voted on-site, on the Exchange’s online voting platform or by other means, the result of the first voting shall prevail.

(3) Shareholders must vote on all proposals before submitting them.

4. Participants of the meeting

(1) Shareholders of the company who are registered with the Shanghai Branch of China Depository and Clearing Co., Ltd. at the close of business in the afternoon of the share registration date have the right to attend the general meeting (see the table below for details), and may entrust proxies in writing to attend the meeting and participate in voting . The agent does not have to be a shareholder of the company.

Please refer to the notice and circular of the above-mentioned general meeting published by the Company on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company’s website (www.junshipharma.com) for the registration and participation of H-share shareholders.

(2) Directors, supervisors and senior management of the company.

(3) Lawyers hired by the company.

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(4) Other personnel

V. Conference Registration Method

(1) Registration method of A-share shareholders:

1. Registration time: 9:30-16:00 on June 21, 2022

2. Place of registration: Securities Department of Shanghai Junshi Biomedical Technology Co., Ltd.

3. Registration method:

Individual shareholders: Individual shareholders who attend the on-site meeting in person shall hold their valid identity documents and stock account cards; if they entrust a proxy to attend the meeting, the proxy shall also hold their own valid identity documents and a power of attorney for shareholders (Appendix 1).

Non-natural person shareholder: If the legal representative or executive partner of the non-natural person shareholder attends the on-site meeting in person, he shall hold the non-natural person shareholder’s stock account card, the valid identity certificate of the legal representative or executive partner, and the business license of the non-natural person shareholder. Photocopy (with official seal); entrust an agent to attend the meeting

In case of negotiation, the agent shall also present a valid identity document and a written power of attorney issued by the non-natural person shareholder in accordance with the law (Appendix 1).

If investors of margin financing and securities lending attend the on-site meeting, they shall hold the securities account certificate issued by the relevant securities companies and the power of attorney issued to the investor; if the investor is an individual, he shall also hold his valid identity certificate or other capable documents. Valid documents indicating their identity. If the investor is a non-natural person, it should also hold a copy of the business license of the non-natural person shareholder (with official seal), the valid identity certificate of the participants, and the written power of attorney issued by the non-natural person shareholder in accordance with the law (attachment). 1).

Shareholders in other places can register by letter, fax or email ([email protected]), and the registration must be delivered before 16:00 on June 21, 2022. The time of arrival at the company shall prevail. Please note on the letter. “Junshi Biological Shareholders’ Meeting” and leave valid contact information.

The above-mentioned investors who attended the on-site meeting should provide a copy of the above-mentioned registration materials when registering on the day of the meeting, and a copy of the registration materials for individual shareholders should be signed by the shareholder himself. Copies of materials should be stamped with the official seal of the unit.

(2) Registration method of H share shareholders:

Please refer to the notice and circular of the above-mentioned general meeting published by the Company on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company’s website (www.junshipharma.com) for the registration and participation of H-share shareholders.

6. Other matters

(1) Conference contact information: 16th Floor, Building 7, No. 6, Lane 100, Pingjiaqiao Road, Pudong New Area, Shanghai. Email: [email protected]

(2) Conference expenses: accommodation and transportation expenses are at your own expense.

(3) Special reminder: In order to meet the current prevention and control requirements of the new coronavirus pneumonia epidemic, it is recommended that all shareholders and shareholders’ proxies participate in the meeting through online voting. Shareholders who really need to attend the meeting on-site must abide by the relevant regulations on epidemic prevention and control where the meeting is located, and should take effective protective measures, cooperate with on-site requirements, carry out identity verification and information registration, temperature detection, and present a negative nucleic acid test report within 72 hours. Please cooperate with the application code and itinerary code after verification.

Special announcement.

Shanghai Junshi Biomedical Technology Co., Ltd.

Board of Directors

June 9, 2022

Attachment 1: Power of Attorney

Attachment 1: Power of Attorney

Power of Attorney

Shanghai Junshi Biomedical Technology Co., Ltd.:

I hereby entrust Mr. (Ms.) to represent the unit (or myself) to attend the 2021 annual general meeting of your company held on June 29, 2022, and to exercise voting rights on your behalf.

The number of ordinary shares held by the principal:

Principal shareholder account number:

Principal’s signature (seal):

Trustee Signature:

Client ID number or unified social credit code:

Trustee ID Number:

Date of appointment: year month day

Remark:

The client should choose one of the intentions of “agree”, “objection” or “abstention” in the power of attorney and tick “√”. If the client has not given specific instructions in this power of attorney, the trustee has the right to follow his own instructions. Willingness to vote.

Stock Code: 688180 Stock Abbreviation: Junshi Biological Announcement Number: Lin 2022-053

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Shanghai Junshi Biomedical Technology Co., Ltd.

Voluntary Disclosure Regarding the Relationship with Sun Yat-Sen University Cancer Center

Announcement of signing the license contract

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

Important content reminder:

● Contents of the license contract: Recently, Shanghai Junshi Biomedical Technology Co., Ltd. (hereinafter referred to as the “Company”) and Sun Yat-sen University Cancer Prevention and Treatment Center (Sun Yat-sen University Affiliated Cancer Hospital, Sun Yat-sen University Cancer Institute) (hereinafter referred to as the “Tumor Prevention and Treatment Center” ) signed the “Patent Application Technology Implementation License Contract” (hereinafter referred to as the “license contract”), and the company will obtain three patents including “the application of a bacterium in the preparation of a synergist for immune checkpoint inhibitors” through an exclusive license Application and its related technologies and rights, and the company obtains the right to explore, develop, produce, manufacture and commercialize related technologies on a global scale.

● This cooperation does not constitute a related party transaction, nor does it constitute a major asset reorganization as stipulated in the “Administrative Measures for Major Asset Restructuring of Listed Companies”.

● There are no major legal obstacles to the implementation of this cooperation.

1. The subject matter of the contract

The names of the inventions submitted by the Cancer Prevention and Control Center are “Application of a Bacteria in the Preparation of Synergists of Immune Checkpoint Inhibitors” (Chinese Application No.: 202110939699.8), “Application of an Inactive Whole Cell Bacteria in the Treatment of Tumors” (Chinese application number: 202210143529.3) patent application, PCT international application patent “Application of a bacterium in the preparation of a synergist for immune checkpoint inhibitors” (PCT international application number: PCT/CN2021/113916) patent application, The rights and interests associated with the aforementioned three patent applications, as well as the relevant technologies (including but not limited to strains, preparations, preparation methods, etc.) and rights and interests (hereinafter referred to as “technologies of this contract”) controlled by the Cancer Prevention and Treatment Center.

Among many tumor-immune combination therapies, many studies on the use of endogenous gut microbes to assist immune checkpoint inhibitor therapy have become milestones in the field of tumor therapy. The gut, the largest lymphoid organ in the human body, contains more than 70% of T cells and is home to the vast majority of memory T cells. The intestinal flora inhabiting the intestine promotes the development of the human immune system through the interaction with the intestinal immune organs, balancing and laying the immune tone of the human body. For the human body’s defense system and immune system, bacteria and tumors are both “non-self”, so the human body uses the same set of defense mechanisms in the immune response to bacteria and tumors. The immune response stimulated by endogenous bacteria in the gut also has Antitumor potential. The cross-theory of anti-tumor immunity based on gut microbiota is under clinical exploration and data accumulation. Studies have shown that the anti-tumor effect induced by intestinal endogenous bacteria originates from the body’s own immune response, which can greatly improve the efficacy of immune checkpoint inhibitors. Small toxic side effects.

2. Basic information of the counterparty

Name: Sun Yat-sen University Cancer Center (Sun Yat-sen University Affiliated Cancer Hospital, Sun Yat-sen University Cancer Institute)

Legal representative: Xu Ruihua

Start-up capital: 260.18 million yuan

Founded: March 1964

Address: No. 651 Dongfeng East Road, Guangzhou City, Guangdong Province

Scope of business: preventive health care, internal medicine, surgery, obstetrics and gynecology, pediatrics, ENT, oral cavity, skin, oncology, emergency medicine, rehabilitation medicine, anesthesia, medical examination, medical imaging, traditional Chinese medicine diagnosis and treatment and nursing, medical teaching and medical research, Training of health care workers, continuing education of health technicians, publication of Cancer

There is no relationship between the Cancer Center and the company.

Since the cancer prevention and treatment center is a public institution, its main financial data for the most recent year cannot be provided. The Cancer Prevention and Treatment Center is one of the four earliest cancer hospitals established in New China. It is also one of the largest and most powerful oncology bases in China integrating medical treatment, teaching, scientific research and prevention. It undertakes the important task of national cancer prevention and treatment. It plays a leading role in tumor prevention and treatment in the whole country, especially in South China, Hong Kong, Macao and Taiwan, and its discipline status and comprehensive strength are at the leading level in the country.

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3. The main content of the license contract

(1) Scope of License

The company obtains the rights to explore, develop, produce, manufacture and commercialize the technology under this contract worldwide by means of an exclusive license, and the company and its affiliates have the right to sub-license.

(2) Financial terms

1. Milestone Payments

The company will pay the cancer prevention and treatment center a milestone payment of no more than RMB 500 million in total according to the development and launch of related products.

2. Sales commission

After each product corresponding to the technology in this contract is listed in any country/region specified in the license contract, the company shall pay a sales commission to the Cancer Prevention and Treatment Center based on 5% of the annual net sales revenue of the above-mentioned products. If the company sublicenses to a third party that is not an affiliated company, the sales revenue of the third party does not constitute the company’s sales revenue, and the company does not need to pay the corresponding sales commission.

3. Sub-license income commission

At any stage of the above-mentioned product development, production, and commercialization, the company may sublicense to any other party the products or technologies covered by this contract technology on a global scale, or use the products or technologies covered by this contract technology on a global scale Cooperation with other parties as a condition of cooperation. When such a matter occurs and the company has obtained the corresponding sub-licensing income, it needs to pay the company’s sub-licensing income and cooperating with other parties, including but not limited to equity sharing, equity dividends and other income, to the Cancer Prevention and Treatment Center.

(3) Intellectual property rights

The intellectual property rights (including but not limited to patent application rights/patent rights, copyrights, trademark rights, know-how, data, etc.) newly acquired by both parties in the process of continuous research and development of the technology under this contract are owned by their respective parties worldwide. . The new intellectual property rights and conversion benefits obtained by the joint research and development of the two parties are shared by both parties.

(4) Conditions for entry into force

The license contract will become effective after it is signed and sealed by both parties.

(5) Dispute resolution

Disputes arising during the performance of this contract may be resolved by both parties through settlement or mediation. If the parties are unwilling to reconcile, mediate or fail to achieve reconciliation, both parties agree to submit the dispute to the Shanghai Arbitration Commission.

4. The impact of this cooperation on the company

This contract technology is expected to significantly enhance the immune checkpoint inhibitor against multiple The efficacy of tumor types, improve safety, prolong the overall survival time of cancer patients, improve the response rate of cancer immunotherapy population, expand the benefited tumor patient population of cancer immunotherapy, and have a synergistic effect with the company’s other tumor immunotherapy products. This cooperation will help enrich the company’s research and development pipeline in the field of cancer treatment, improve the company’s market layout, and provide treatment options for unmet clinical needs in the market, which will have a positive impact on the company’s continued operations.

V. Risk Warning

Due to the characteristics of high technology, high risk and high added value of pharmaceutical products, the product has a long cycle and many links from R&D, clinical trial approval to production, and is easily affected by some uncertain factors. Whether the relevant product can be successfully approved in the end There are certain risks in going public. In addition, the milestone payment, sales commission and sub-license revenue commission payment agreed in the license contract need to meet certain conditions, and the final payment amount is still uncertain. Investors are advised to make decisions with caution and pay attention to preventing investment risks. The company will perform its information disclosure obligations on the follow-up progress of the project in a timely manner in accordance with relevant regulations.

Special announcement.

Shanghai Junshi Biomedical Technology Co., Ltd.

Board of Directors

June 9, 2022Return to Sohu, see more

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