Full Press Release Details
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 19, 2023
Notice is hereby given that Akso Health Group,
a Cayman Islands exempted company (the "Company"), will hold its annual general meeting of shareholders (the "AGM")
at Room 8201-4-4(A), 2nd Floor, Qiantongyuan Building, No. 44, Moscow Road, Qianwan Bonded Port Area, Qingdao Pilot Free Trade Zone, China
(Shandong), at 10:00 a.m. (Beijing Time) on June 19, 2023 (the "Notice") for the following purposes:
| (i) | to appoint each of the five directors named in the proxy statement accompanying this Notice to shareholders (the "Proxy Statement") to hold office until the next annual meeting of shareholders and until his/her respective successor is elected and duly qualified; | |
| (ii) | to ratify the appointment of OneStop Assurance PAC as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2024; | |
| (iii) | to approve the increase of the Company's authorized shares from US$50,000 divided into 500,000,000 ordinary shares of a par value of US$0.0001 each to US$500,000 divided into 5,000,000,000 ordinary shares of a par value of US$0.0001 by the creation of an additional 4,500,000,000 ordinary shares of a par value of US$0.0001 each (the "Increase of Authorized Share Capital"); and | |
| (iv) | to approve the 2023 equity incentive plan. |
You can find more information about the agenda
in the Proxy Statement. We are not aware of any other business to come before the AGM.
The board of directors of the Company has fixed
the close of business on April 14, 2023 (Cayman Islands Time) as the record date (the "Record Date") for determining the shareholders
entitled to receive notice of, and to attend and vote at, the AGM or any adjourned or postponed meeting thereof. Accordingly, only shareholders
registered in the register of members of the Company at the close of business on the Record Date are entitled to attend and vote at the
AGM or at any adjournment that may take place. The register of members of the Company will not be closed. Holders of the Company's
American Depositary Shares ("ADSs") who wish to exercise their voting rights for the underlying ordinary shares of the Company
which are represented by their ADSs must act through Citibank, N.A., the depositary of the Company's ADSs, and should give voting
instructions to Citibank, N.A. accordingly.
Your vote is important.
A shareholder entitled to attend and vote at the
AGM is entitled to appoint a proxy to attend and vote instead of such shareholder at the AGM. A proxy need not be a shareholder of the
Company. Any representative of a corporate shareholder attending the AGM would need to produce a letter/board resolutions showing the
authorization to represent such shareholder to the Company.
If you plan to attend the AGM, please notify us
of your intentions. This will assist us with meeting preparations.
Whether or not you propose to attend the AGM in
person, you are strongly advised to complete and return the Proxy Card in accordance with the instructions therein. To be valid, the Proxy
Card must be completed and deposited (together with any power of attorney or other authority under which it is signed or a certified copy
of that power or authority) to the attention of Ms. Yilin (Linda) Wang, CEO, Room 8201, 2nd Floor, Qiantongyuan Building, No. 44,
Moscow Road, Qianwan Bonded Port Area, Qingdao Pilot Free Trade Zone, China (Shandong), as soon as possible and in any event not later
than 48 hours before the time for holding the AGM or any adjourned meeting. Returning the Proxy Card will not preclude you from
attending the AGM and voting in person if you so wish and in such event the proxy shall be deemed to be revoked.
The Notice of the Annual General Meeting of Shareholders,
the Proxy Statement, the Proxy Card and the Company's Annual Report on Form 20-F for the fiscal year ended March 31,
2022 are also available through our website at http://www.ahgtop.com/en/index.html.
| By Order of the Board of Directors, | |
| /s/ Yilin (Linda) Wang | |
| Yilin (Linda) Wang | |
| Chairwoman of the Board of Directors |
The board of directors of the Company (the "Board
of Directors") is soliciting proxies for an annual general meeting of shareholders (the "AGM") to be held at Room 8201-4-4(A),
2nd Floor, Qiantongyuan Building, No. 44, Moscow Road, Qianwan Bonded Port Area, Qingdao Pilot Free Trade Zone, China (Shandong) at 10:00
a.m. (Beijing Time) on June 19, 2023.
The purpose of the AGM is to seek shareholders'
approval of 1) the appointment of each of the five director named in the Proxy Statement to hold office until next annual meeting of shareholders
and until his/her respective successor is elected and duly qualified; 2) the ratification of the appointment of OneStop Assurance PAC
as the Company's independent registered public accounting firm for the fiscal year ended March 31, 2024; 3) the approval of the
Company's authorized shares from US$50,000 divided into 500,000,000 ordinary shares of a par value of US$0.0001 each to US$500,000
divided into 5,000,000,000 ordinary shares of a par value of US$0.0001 by the creation of an additional 4,500,000,000 ordinary shares
of a par value of US$0.0001 each (the "Increase of Authorized Share Capital"); and 4) the approval of the 2023 equity incentive
plan (collective, the "Proposals").
Our Board of Directors has fixed the close of
business on April 14, 2023 (Cayman Islands Time) as the record date (the "Record Date") for determining the shareholders entitled
to receive notice of, and to attend and vote at, the AGM or any adjourned or postponed meeting thereof.
Accordingly, only shareholders registered in the
register of members of the Company at the close of business on the Record Date are entitled to attend and vote at the AGM or at any adjournment
that may take place. The register of members of the Company will not be closed. Holders of the Company's American Depositary Shares
("ADSs") who wish to exercise their voting rights for the underlying shares represented by their ADSs must act through Citibank,
N.A., the depositary of the Company's ADSs, and should give voting instructions to Citibank, N.A. accordingly.
The quorum required for the AGM consists of one
or more shareholders present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative,
who together hold shares which carry in aggregate not less than one-third of all votes attaching to all issued and outstanding ordinary
shares of our Company that carry the right to vote at the AGM.
The Proposal to appoint each of the five directors
name in the Proxy Statement, to ratify the appointment independent registered public accounting firm, to approve the Increase of Authorized
Share Capital and to approve the 2023 equity incentive plan require the affirmative vote of a simple majority of the votes attached to
the ordinary shares of the Company cast by those shareholders entitled to vote who are present in person or by proxy or, if a corporation
or other non-natural person, by its duly authorized representative, at the AGM.
The voting results will be announced at the AGM
and published in the Company's report on Form 6-K to be furnished to the SEC after the AGM.
The costs of soliciting proxies will be borne
by the Company. Proxies may be solicited by certain of the Company's directors, officers and regular employees, without additional
compensation, in person or by telephone or electronic mail. Copies of solicitation materials will be furnished to banks, brokerage houses,
fiduciaries and custodians holding in their names the ordinary shares or ADSs beneficially owned by others to forward to those beneficial
Voting by Holders of Ordinary Shares
When proxies are properly dated, executed, and
returned by holders of ordinary shares, the ordinary shares they represent will be voted at the AGM in accordance with the instructions
of the relevant shareholders. If no specific instructions are given by such holders, or in the case of broker's non-votes, the ordinary
shares will be voted at the discretion of the holder of such proxies.
Abstentions by holders of ordinary shares are
included in the determination of the number of ordinary shares present for the purpose of quorum but are not counted as votes for or against
a proposal. Any representative of a corporate shareholder attending the AGM would need to produce a letter/board resolutions showing the
authorization to represent such shareholder to the Company.
Any proxy given pursuant to this solicitation
may be revoked by the person giving it at any time before its use by delivering a written notice of revocation or a duly executed proxy
bearing a later date, or by attending the AGM and voting in person. A written notice of revocation or a duly executed proxy bearing a
later date must be delivered to the attention of the Company no later than 48 hours prior to the time for holding the AGM or any adjourned
Voting by Holders of ADSs
We have requested Citibank, N.A., as depositary
of the ADSs, to deliver to all owners of ADSs the ADS voting instruction cards. Upon timely receiving a duly completed ADS voting instruction
card from an owner of the ADSs, Citibank, N.A. will endeavor, in so far as practicable, to vote or cause to be voted the amount of ordinary
shares represented by such ADSs in accordance with the instructions set forth in the ADS voting instruction card.
If Citibank, N.A. does not receive the voting
instructions from an owner of ADSs on or before the date set forth in the ADS voting instruction card, such owner of ADSs, under the terms
of the deposit agreement, as amended, by and among the Company, Citibank, N.A. and all holders and beneficial owners from time to time
of the ADSs issued thereunder, will be deemed to have instructed Citibank, N.A. to give a discretionary proxy to a person designated by
the Company to vote the amount of ordinary shares represented by such ADSs unless the Company informs Citibank, N.A. that it does not
wish such proxy to be given, that substantial opposition exists to the matters to be voted on at the AGM or that such matters would have
a material adverse impact on the holders of the ordinary shares.
PROPOSAL 1 - APPOINTMENT OF DIRECTORS
The nominees listed below (the "Director
Nominees") have been nominated by the Nominating and Corporate Governance Committee and approved by our Board to stand for election
as directors of the Company. Unless such authority is withheld, proxies will be voted for the appointment of the persons named below,
each of whom has been designated as a nominee. If, for any reason not presently known, any person is not available to serve as a director,