北京市嘉源律师事务所 关于上海君实生物医药科技股份有限公司 2024 年年度股东大会的 法律意见书 西城区复兴门内大街 158 号远洋大厦 4 楼 中国 · 北京 第 准 师事务 所 A YUAN LAW OFFICES 北京 BEIJING·上海 SHANGHAI·深圳 SHENZHEN·香港 HONG KONG·广州 GUANGZHOU·西安 XI'AN 致:上海君实生物医药科技股份有限公司 北京市嘉源律师事务所 关于上海君实生物医药科技股份有限公司 2024年年度股东大会的法律意见书 嘉源(2025)-04-446 北京市嘉源律师事务所(以下简称"本所")接受上海君实生物医药科技股 份有限公司(以下简称"君实生物"或"公司")的委托,根据《中华人民共和 国公司法》(以下简称"《公司法》")《上市公司股东会规则》(以下简称"《股 东会规则》")等现行有效的法律、行政法规、部门规章、规范性文件(以下简 称"法律法规")以及《上海君实生物医药科技股份有限公司章程》(以下简称"《公 司章程》")的有关规定,指派本所律师对公司 2024年年度股东大会(以下简 称"本次股东大会"）进行见证,并依法出具本法律意见书。 ...

FF305 翌日披露報表 (股份發行人 ── 已發行股份或庫存股份變動、股份購回及/或在場内出售庫存股份) 表格類別： 股票 狀態： 新提交 公司名稱： 上海君實生物醫藥科技股份有限公司 呈交日期： 2025年6月20日 如上市發行人的已發行股份或庫存股份出現變動而須根據《香港聯合交易所有限公司（「香港聯交所」）證券上市規則》(「《主板上市規則》」)第13.25A條 / 《香港聯合交易所有限公司GEM證券 上市規則》(「《GEM上市規則》」)第17.27A條作出披露，必須填妥第一章節 。 | 第一章節 | | | | | | | --- | --- | --- | --- | --- | --- | | 1. 股份分類 普通股 | 股份類別 H | | 於香港聯交所上市 | 是 | | | 證券代號 (如上市) 01877 | 說明 | | | | | | A. 已發行股份或庫存股份變動 | | | | | | | 事件 | 已發行股份（不包括庫存股份）變動 | | 庫存股份變動 | | | | | 已發行股份（不包括庫存股份）數 | 佔有關事件前的現有已發 行股份（不包括庫存股 | 庫存股份數目 | 每股發 ...

Core Insights - JS207, a bispecific antibody targeting PD-1 and VEGFA developed by Junshi Biosciences, has demonstrated strong antitumor activity and favorable safety profiles in preclinical studies, indicating its potential as a novel cancer treatment [1][2] Group 1: Mechanism and Preclinical Results - JS207 exhibits high affinity binding to PD-1 and VEGFA, showing comparable or superior antigen affinity, immune activation, and vascular proliferation regulation compared to similar drugs [1][2] - In various tumor models, JS207 has shown robust antitumor activity, with good tolerability and thermal stability, making it a promising candidate for cancer therapy [1][2] Group 2: Structural and Functional Characteristics - Structurally, JS207 is based on Trastuzumab, combining a full-length anti-PD-1 IgG antibody with a VEGFA-targeting heavy chain variable region, demonstrating effective blocking of PD1/PDL1 and PD1/PDL2 interactions [2] - In mouse tumor models, JS207 exhibited dose-dependent antitumor effects, outperforming Trastuzumab alone or in combination with VEGF DotAb treatment [2] Group 3: Clinical Development and Market Potential - JS207 is currently undergoing multiple Phase I-II clinical trials for various cancers, including non-small cell lung cancer, hepatocellular carcinoma, renal cancer, and colorectal cancer, indicating its broad application potential [3] - The drug has significant combination potential with other products in the company's pipeline, such as DKK1 inhibitors and CTLA-4 monoclonal antibodies, enhancing its market prospects [3] Group 4: Financial Projections - Revenue forecasts for the company from 2025 to 2027 are projected at 2.6 billion, 3.5 billion, and 4.5 billion yuan, with year-on-year growth rates of 33.45%, 34.62%, and 28.57% respectively [4] - The net profit attributable to the parent company is expected to be -685 million, 29 million, and 306 million yuan for the same period, with significant growth rates of 46.53%, 104.18%, and 968.22% respectively [4]

从基金十大重仓股角度 数据显示，汇添富基金旗下1只基金重仓君实生物。汇添富中证精准医疗指数(LOF)A（501005）一季度 减持12.83万股，持有股数177.1万股，占基金净值比例为4.38%，位居第十大重仓股。根据测算，今日 浮亏损失约88.55万元。连续5天下跌期间浮亏损失874.89万元。 汇添富中证精准医疗指数(LOF)A（501005）成立日期2016年1月21日，最新规模8.06亿。今年以来收益 18.46%，同类排名239/4243；近一年收益26.17%，同类排名672/3656；成立以来亏损10.95%。 6月19日，君实生物跌1.46%，截至发稿，报33.71元/股，成交4.43亿元，换手率1.71%，总市值332.28亿 元。君实生物股价已经连续5天下跌，区间累计跌幅12.78%。 资料显示，上海君实生物医药科技股份有限公司位于上海市浦东新区平家桥路100弄6号7幢16层,香港铜 锣湾希慎道33号利园1期19楼1918室，成立日期2012年12月27日，上市日期2020年7月15日，公司主营业 务涉及单克隆抗体药物和其他治疗型蛋白药物的研发与产业化,单克隆抗体药物研发的技术服务与技术 ...

Core Viewpoint - The company has expanded its innovative research and development from monoclonal antibodies to a broader range of drug types, including small molecules, peptides, antibody-drug conjugates (ADCs), bispecific or multispecific antibodies, fusion proteins, and nucleic acid drugs, focusing on next-generation innovative therapies for cancer and autoimmune diseases [1] Group 1: Product Pipeline and Therapeutic Areas - The company's product pipeline covers five major therapeutic areas: malignant tumors, autoimmune diseases, chronic metabolic diseases, neurological diseases, and infectious diseases [1] - Currently, the company has four commercialized drugs: Tuoyi® (特瑞普利单抗), Junmai Kang® (君迈康), Mindewi® (民得维), and Junshida® (君适达) [1] - Nearly 30 drug candidates are in clinical trial stages, with over 20 candidates in preclinical development [1] Group 2: Regulatory Approvals and Market Access - The core product Tuoyi® has received approval for 12 indications in mainland China, with 10 of these indications included in the national medical insurance catalog [1] - The company is accelerating the development and market application of late-stage pipeline products, including anti-BTLA monoclonal antibody tifcemalimab (TAB004/JS004), anti-IL-17A monoclonal antibody (JS005), subcutaneous PD-1 monoclonal antibody formulation (JS001sc), and PD-1/VEGF bispecific antibody (JS207) [1] Group 3: Early-stage Pipeline Exploration - The company continues to explore early-stage pipeline products, including anti-Claudin18.2 ADC (JS107), PI3K-α oral small molecule inhibitor (JS105), CD20/CD3 bispecific antibody (JS203), anti-DKK1 monoclonal antibody (JS015), EGFR/HER3 bispecific antibody conjugate (JS212), and PD-1/IL-2 bifunctional antibody fusion protein (JS213) [1]

Core Viewpoint - The recent equity placement announcement by Junshi Biosciences has led to a significant decline in its stock price, reflecting market concerns over its financing strategy and the sustainability of its business model [1][4]. Group 1: Equity Placement Details - Junshi Biosciences announced a placement of 41 million new H-shares at a price of HKD 25.35 per share, representing a discount of 11.52% from the previous closing price, with expected net proceeds of approximately HKD 1.026 billion [2]. - The funds raised will be allocated primarily to innovative drug research and development, with 70% directed towards key drug pipelines including JS207, JS212, and JS213, while the remaining 30% will be used to supplement working capital [2]. Group 2: Financial Performance and Challenges - The company has invested over RMB 7.6 billion in R&D from 2021 to 2024, with a 26.89% year-on-year increase in Q1 2025 R&D spending to RMB 351 million, accounting for 70.03% of its revenue [3]. - Despite a 45.72% increase in sales revenue of its core product, Tuoyi®, to RMB 447 million in Q1, the company still reported a loss of RMB 235 million, highlighting ongoing financial pressures [3]. - As of the end of March, the company had cash and financial assets of only RMB 3.022 billion, raising concerns about its ability to fund multiple clinical projects in the future [3]. Group 3: Market Sentiment and Future Outlook - The equity placement coincided with a high stock price for Junshi Biosciences, which saw a 130% increase in H-shares and over 32% in A-shares this year, driven by several business development transactions and industry recovery [4]. - The discount on the equity placement has triggered profit-taking among investors, indicating sensitivity in the market towards the financing strategies of biotech companies [4]. - The situation reflects a broader challenge for unprofitable biotech firms, as they navigate the balance between funding and achieving commercial viability, raising questions about whether Junshi Biosciences can sustain its market valuation amidst ongoing financial strain [5].

Investment Rating - The report provides a neutral (N) rating for RemeGen and Junshi Biosciences, with price targets of Rmb 63 and Rmb 35 respectively [20][24]. Core Insights - The recent stock price rallies of RemeGen and Junshi are attributed to their developments in PD-1xVEGF bispecific antibodies (bsAbs), with RemeGen's stock jumping approximately 18% and Junshi's by about 6% on June 12, 2025 [2]. - RemeGen's potential out-licensing deal for telitacicept and ongoing trials for RC178 are key drivers of investor interest, while Junshi's JS207 is undergoing multiple Phase 2 trials, indicating strong market expectations for both companies [5][6]. Summary by Sections RemeGen - RemeGen's stock performance is driven by expectations of a telitacicept out-licensing deal and positive clinical data presentations at the ERA Congress 2025 [5]. - The company is advancing its Phase 3 trial for telitacicept in IgAN, with potential approval in China anticipated [5]. - RemeGen has initiated a Phase 1 trial for RC178, a PD-1xVEGF bsAb, with over 100 patients enrolled and ongoing Phase 2 trials in NSCLC [5][6]. Junshi Biosciences - Junshi's stock sentiment is influenced by the ongoing trials of its PD-1xVEGF bsAb, JS207, which is in several Phase 2 trials [6]. - Management suggests that JS207 has shown comparable efficacy to other bsAbs and may have a better safety profile based on Phase 1 data [6]. - Junshi is exploring a broader range of indications in its Phase 2 trials compared to RemeGen, with potential registrational trials for JS207 expected in late 2025 or early 2026 [6]. Comparative Analysis - Both RemeGen and Junshi are developing PD-1xVEGF bsAbs, with market expectations for out-licensing opportunities [6]. - RemeGen may have slightly more clinical data available than Junshi, but Junshi is exploring a wider range of indications in its trials [6]. - The business development potential for both companies will largely depend on the clinical efficacy and safety of their respective products [6].

Core Viewpoint - Junshi Bioscience has announced a new H-share placement, which has led to a decline in its stock prices in both A-share and Hong Kong markets, indicating market concerns about the company's financial strategies and performance [1][2]. Group 1: Stock Performance - On June 17, Junshi Bioscience's A-share closed at 34.64 CNY, down 3.10%, while its Hong Kong share closed at 23.50 HKD, down 9.09% [1]. - The stock had previously closed at 36.08 CNY and 25.65 HKD on June 13, reflecting a decline of 6.65% and 10.47% respectively [1]. Group 2: H-share Placement Details - The company plans to issue 41,000,000 new H-shares at a price of 25.35 HKD per share, which represents approximately 18.70% of the total issued H-shares and 4.16% of the total issued shares as of the announcement date [2]. - The expected total proceeds from the placement are approximately 1,039 million HKD, with a net amount of about 1,026 million HKD after deducting commissions and estimated expenses [2]. Group 3: Use of Proceeds - The company intends to allocate 70% of the net proceeds from the placement towards innovative drug research and development, including projects like JS207, JS212, and JS213 [3]. - The remaining 30% of the net proceeds will be used to supplement working capital and other general corporate purposes [3]. Group 4: Historical Financial Performance - Since its listing on July 15, 2020, Junshi Bioscience has experienced a significant decline in stock price, with the highest price reaching 220.40 CNY on the first trading day [5][6]. - The company has not declared any dividends or stock transfers since its IPO, and its cumulative fundraising from two rounds amounts to 8.613 billion CNY [7]. - The net profit attributable to shareholders has been negative for several years, with figures ranging from -1.35 billion CNY in 2016 to -12.81 billion CNY in 2024 [7].

Core Viewpoint - The Hong Kong stock market for innovative pharmaceuticals is experiencing a resurgence, with significant increases in stock prices and a record number of companies filing for IPOs, indicating a potential value reassessment after a prolonged downturn [2][4][12]. Group 1: Market Activity - As of mid-June, 18 innovative pharmaceutical companies have submitted applications to list on the Hong Kong Stock Exchange, with 7 of these occurring in just the first half of June, setting a historical record [1][3]. - The Hang Seng Innovative Pharmaceutical Index has rebounded to 51% of its historical high from July 2021, reflecting a recovery in market sentiment [5][12]. - Over 80% of the 18 newly listed pharmaceutical companies in Hong Kong have seen their stock prices rise since the beginning of 2025 [12]. Group 2: Investment Trends - The market is witnessing a shift in investor sentiment, with many previously cautious investors now eager to engage in the sector, driven by increased capital flow and favorable policy changes [4][16]. - The trend of License-out transactions has gained momentum, with the first quarter of 2025 seeing 41 such deals totaling $36.93 billion, indicating a significant increase in market activity compared to previous years [19][20]. - The proportion of mainland Chinese capital invested in the Hang Seng Innovative Pharmaceutical Index has risen from 18% at the beginning of the year to 22.6% [31]. Group 3: Company Performance - Notable companies like 3SBio and Innovent Biologics have seen their market capitalizations soar, with 3SBio's value tripling to over HKD 50 billion and Innovent's market cap exceeding HKD 100 billion [2][12]. - New listings are performing well, with companies like InnoCare Pharma seeing significant gains on their debut, indicating a shift in market dynamics [13]. Group 4: Future Outlook - The industry is optimistic about the future, with discussions among company founders shifting from survival strategies to expansion and acquisition plans [11][16]. - However, there are concerns about the sustainability of this growth, as the reliance on License-out deals may not provide a long-term solution without systemic support from the healthcare payment system [34][36].

Core Viewpoint - The company, Junshi Biosciences, announced a placement of new H-shares to raise approximately HKD 1,039 million, aimed at strengthening its funding for long-term business development and enhancing its research capabilities in innovative drug development [15][18]. Group 1: Placement Agreement - The company entered into a placement agreement with an exclusive placing agent on June 12, 2025, to issue 41,000,000 new H-shares at a price of HKD 25.35 per share [2][3]. - The placement shares represent approximately 18.70% of the total issued H-shares and 4.16% of the total issued shares as of the announcement date [4]. Group 2: Use of Proceeds - The net proceeds from the placement are expected to be approximately HKD 1,026 million after deducting commissions and estimated expenses [15]. - The company plans to allocate 70% of the net proceeds to innovative drug research and development, including specific projects like JS207, JS212, and JS213, while the remaining 30% will be used for general corporate purposes [15]. Group 3: Conditions and Approval - The completion of the placement is subject to conditions, including approval from the Hong Kong Stock Exchange for the listing and trading of the placement shares [8][18]. - The company must also comply with the regulations of the China Securities Regulatory Commission and complete the necessary filings [18]. Group 4: Shareholder Impact - The placement is expected to optimize the company's capital structure by attracting high-quality investors, thereby enriching the shareholder base [15]. - The placement shares will rank equally with existing H-shares in all respects upon issuance [5].