THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker 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 Shanghai Fudan-ZhangjiangBio-Pharmaceutical Co., Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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. PROPOSED ADOPTION OF THE 2021 RESTRICTED SHARES INCENTIVE SCHEME; AND
  2. CONNECTED TRANSACTION - PROPOSED ISSUE AND GRANT OF NEW A SHARES UNDER THE INCENTIVE SCHEME

  3. PURSUANT TO SPECIFIC MANDATE

Independent Financial Adviser to the Independent Board Committee and

the Independent Shareholders

A letter from the Board is set out on pages 5 to 43 of this circular. A letter from the Independent Board Committee in respect of the issue and grant of Restricted Shares to the Connected Participants under the Incentive Scheme is set out on pages 44 to 45 of this circular. A letter of advice from Grande Capital Limited, the Independent Financial Adviser, in respect of the issue and grant of Restricted Shares to the Connected Participants under the Incentive Scheme to the Independent Board Committee and the Independent Shareholders is set out on pages 46 to 70 of this circular.

The AGM and Class Meetings of the Company will be held at No. 1 Multifunction Room, No. 339 Jialilue Road, Zhangheng Road, Zhangjiang Hi-Tech Park, Pudong New Area, Shanghai, the PRC from 10:00 a.m. on 27, May 2021. For details, please refer to the notice of AGM and Class Meetings dated 16 April 2021 published on the websites of the Stock Exchange and the Company.

7 May 2021

CONTENTS

Page

DEFINITIONS .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

LETTER FROM THE INDEPENDEND BOARD COMMITTEE . . . . . . . . . . . . . . .

44

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . .

46

APPENDIX I

- THE 2021 RESTRICTED SHARES INCENTIVE

SCHEME (DRAFT) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

I-1

APPENDIX II

- THE MANAGEMENT MEASURES FOR

ASSESSMENT FOR THE IMPLEMENTATION OF

THE 2021 RESTRICTED SHARES

INCENTIVE SCHEME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

II-1

APPENDIX III

- GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .

III-1

- i -

DEFINITIONS

In this circular, unless the context otherwise required, the following terms and expressions shall have the following meanings when used herein:

"A Share(s)"

ordinary share(s) in the share capital of the Company,

with a nominal value of RMB0.10 each, which are

subscribed for and paid for in Renminbi and are listed

on the Shanghai Stock Exchange

"AGM"

the 2020 general meeting of the Company to be held

on Thursday, 27 May 2021

"Articles of Association"

the Articles of Association of the Company

"Assessment Management

the assessment management measures adopted for the

Measures"

implementation of the Incentive Scheme

"associate(s)"

has the meaning ascribed thereto under the Hong Kong

Listing Rules

"Board of Directors or "Board"

the board of Directors of the Company

"Board of Supervisors"

the board of Supervisors of the Company

"Class Meeting of A

the 2021 first class meeting of A Shareholders to be

Shareholders"

held on Thursday, 27 May 2021

"Class Meeting of H

the 2021 first class meeting of H Shareholders to be

Shareholders"

held on Thursday, 27 May 2021

"Class Meetings"

the Class Meeting of A Shareholders and the Class

Meeting of H Shareholders

"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, the H Shares of which are listed on the Main

Board of the Stock Exchange (stock code: 01349) and

the A Shares of which are listed on the Sci-Tech

Innovation Board of the Shanghai Stock Exchange

(stock code: 688505)

"Connected Participant(s)"

a Participant(s) who is a connected person of the

Company

"connected person"

has the meaning ascribed thereto under the Hong Kong

Listing Rules

- 1 -

DEFINITIONS

"connected transaction(s)"

has the meaning ascribed thereto under the Hong Kong

Listing Rules, see also "Information of the Company

and the Participants"

"CSDC"

China Securities Depository and Clearing Co., Ltd.

"CSRC"

China Securities Regulatory Commission

"Director(s)"

the director(s) of the Company

"First Grant"

the proposed grant of not more than 32,840,000

Restricted Shares, representing approximately 86.42%

of the total number of Restricted Shares under the

Incentive Scheme

"Grant Date"

the date on which the Company grants the Restricted

Shares to the Participants

"Grant Price"

the price of each Restricted Share to be granted to the

Participants

"Group"

the Company and its subsidiaries

"H Share(s)"

overseas-listed share(s) in the share capital of the

Company, with a nominal value of RMB0.10 each,

which are traded in Hong Kong dollars and are listed

on Hong Kong Stock Exchange

"Hong Kong Listing Rules"

the Rules Governing the Listing of Securities on the

Hong Kong

"Hong Kong Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Hong Kong"

The Hong Kong Special Administrative Region of the

PRC

"Incentive Scheme"

the 2021 restricted incentive scheme of the Company

"Independent Board Committee"

an independent board committee of the Company

comprising all independent non-executive Directors

who are independent from related matters to advise the

Independent Shareholders in respect of the issue and

grant of the Restricted Shares by the Company to the

Connected Participants

- 2 -

DEFINITIONS

"Independent Financial Adviser"

Grande Capital Limited, a corporation licensed to carry

out Type 6 (advising on corporate finance) regulated

activity under the Securities and Futures Ordinance

(Cap. 571), and the independent financial adviser of the

Company appointed to advise the Independent Board

Committee and the Independent Shareholders in respect

of the issue and grant of the Restricted Shares by the

Company to the Connected Participants

"Independent Shareholders"

Shareholders who are not required to abstain from

voting on the relevant resolutions in relation to the

Incentive Scheme and the issue and grant of the

Restricted Shares by the Company to the Connected

Participants to be considered and, if thought fit,

approved at the AGM and the Class Meetings

"Latest Practical Date"

4 May 2021, being the latest practical date prior to the

printing of this circular for the purpose of ascertaining

certain information contained in this circular

"Management Measures"

the Management Measures for Share Incentive Scheme

Adopted by Listed Companies（《上市公司股權激勵管理辦

法》）

"Participant(s)"

the participants of the Incentive Scheme

"PRC Company Law"

the Company Law of the PRC

"PRC Securities Law"

the Securities Law of the PRC

"PRC"

the People's Republic of China which, for the purpose

of this announcement, excludes Hong Kong, the Macau

Special Administrative Region and Taiwan

"Remuneration Committee"

the Remuneration Committee of the Company

"Reserved Grant"

the reserved grant of not more than 5,160,000

Restricted Shares, representing approximately 13.58%

of the total number of Restricted Shares under the

Incentive Scheme

"Restricted Share(s)"

A Share(s) to be granted to the Participants by the

Company on such conditions and at the Grant Price

stipulated under the Incentive Scheme, which are

subject to the attribution conditions stipulated under the

Incentive Scheme and can only be attributed and

transferred after satisfactory with the attribution

conditions

- 3 -

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Shanghai Fudan-Zhangjiang Bio-Pharmaceutical Co. Ltd. published this content on 07 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 May 2021 07:03:35 UTC.