Full Press Release Details
LAKESHORE BIOPHARMA CO., LTD
(incorporated in the Cayman Islands with limited
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
To be Held on September 27, 2024
(or any adjournment(s) or postponement(s) thereof)
NOTICE IS THEREBY GIVEN
that an extraordinary general meeting (the "EGM") of the shareholders of LakeShore Biopharma Co., Ltd, a Cayman
Islands exempted company (the "Company"), will be held at 10:00 a.m., Beijing Time, on September 27, 2024, virtually
via a Zoom video conference call.
Instructions for accessing
the meeting are as follows:
Meeting ID: 619 590 0008
The EGM will be held for
the purpose of considering and, if thought fit, passing and approving the following resolutions:
FROM US$50,000 divided into 2,500,000,000
ordinary shares of a par value of US$0.00002 each
TO US$50,000 divided into 250,000,000
ordinary shares of a par value of US$0.0002 each; and
no fraction of a share shall be issued
by virtue of the Share Consolidation, and all fractions of shares resulting from the Share Consolidation will be rounded up to the nearest
whole number of shares and each shareholder that would otherwise be so entitled to a fraction of a share shall instead, as a result of
the Share Consolidation, be entitled to receive a whole share.
Whether or not you plan
to attend the EGM, we urge you to vote prior to the EGM to ensure your vote is counted. You may still attend the EGM virtually and vote
at the meeting even if you have already voted by proxy. To vote prior to the EGM, you may vote via the Internet or by completing and returning
a proxy card as described below.
[Signature continues on
| By order of the Board, | |
| /s/ Dave Chenn | |
| Dave Chenn, Chairperson of the Board | |
| Dated: September 10, 2024 | |
| Registered Office: | |
| c/o Maples Corporate Services Limited | |
| PO Box 309, Ugland House | |
| Grand Cayman | |
| KY1-1104 | |
| Cayman Islands |
IF YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING
PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND AND VOTE AT THE EGM OR SEND IN A SPECIFIC PROXY.
THE COMPANIES ACT (AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
SECOND AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
LakeShore Biopharma Co., Ltd
(Adopted by a Special Resolution passed on September
27, 2024 and effective from October 1, 2024)
THE COMPANIES ACT (AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
SECOND AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
LakeShore Biopharma Co., Ltd
(Adopted by a Special Resolution passed on September
27, 2024 and effective from October 1, 2024)
The regulations contained or incorporated in Table
A' in the First Schedule of the Companies Act shall not apply to the Company and the following Articles shall comprise the
Articles of Association of the Company.
| "Articles" | means these articles of association of the Company, as from time to time altered or added to in accordance with the Companies Act and these Articles; |
| "Board" and "Board of Directors" and "Directors" | means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof; |
| "Chairperson" | means the chairperson of the Board of Directors; |
| "Class" or "Classes" | means any class or classes of Shares as may from time to time be issued by the Company; |
| "Commission" | means the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act; |
| "Communications Facilities" | means technology (including without limitation video, video- conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or other video- communications, internet or online conferencing application or telecommunications facilities) by which natural persons are capable of hearing and being heard by each other; |
| "Company" | means LakeShore Biopharma Co., Ltd , a Cayman Islands exempted company; |
| "Companies Act" | means the Companies Act (As Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof; |
| "Company's Website" | means the main corporate/investor relations website of the Company, the address or domain name of which has been disclosed in any registration statement filed by the Company with the Commission in connection with its initial public offering of Shares, or which has otherwise been notified to Shareholders; |
| "Designated Stock Exchange" | means the stock exchange in the United States on which any Shares are listed for trading; |
| "Designated Stock Exchange Rules" | means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares on the Designated Stock Exchange; |
| "electronic" | has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor; |
| "electronic communication" | means electronic posting to the Company's Website, transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board; |
| "Electronic Transactions Act" | means the Electronic Transactions Act (As Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof; |
| "electronic record" | has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor; |
| "Memorandum of Association" | means the memorandum of association of the Company, as amended or substituted from time to time; |
| "Ordinary Resolution" | means a resolution: |
| (a) passed by a simple majority of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company held in accordance with these Articles; or | |
| (b) approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed; | |
| "Ordinary Shares" | means the ordinary shares in the capital of the Company with a par value of US$0.0002 each; |
| "paid up" | means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up; |
| "Person" | means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires; |
| "Present" | means, in respect of any Person, such Person's presence at a general meeting of Shareholders (or any meeting of the holders of any Class of Shares), which may be satisfied by means of such Person or, if a corporation or other non-natural Person, its duly authorized representative (or, in the case of any Shareholder, a proxy which has been validly appointed by such Shareholder in accordance with these Articles), being: (a) physically present at the venue specified in the notice convening the meeting; or (b) in the case of any meeting at which Communications Facilities are permitted in accordance with these Articles, including any Virtual Meeting, connected by means of the use of such Communication Facilities in accordance with procedures specified in the notice convening such general meeting; and " Presence " shall be construed accordingly; |
| "Register" | means the register of Members of the Company maintained in accordance with the Companies Act; |
| "Registered Office" | means the registered office of the Company as required by the Companies Act; |
| "Seal" | means the common seal of the Company (if adopted) including any facsimile thereof; |
| "Secretary" | means any Person appointed by the Directors to perform any of the duties of the secretary of the Company; |
| "Securities Act" | means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time; |
| "Share" | means a share in the capital of the Company. All references to "Shares" herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression "Share" shall include a fraction of a Share; |
| "Shareholder" or "Member" | means a Person who is registered as the holder of one or more Shares in the Register; |
| "Share Premium Account" | means the share premium account established in accordance with these Articles and the Companies Act; |
| "signed" | means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a Person with the intent to sign the electronic communication; |
| "Special Resolution" | means a special resolution of the Company passed in accordance with the Companies Act, being a resolution: |
| (a) passed by not less than two-thirds of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given; or |
| "Treasury Share" | means a Share held in the name of the Company as a treasury share in accordance with the Companies Act; |
| "United States" | means the United States of America, its territories, its possessions and all areas subject to its jurisdiction; and |
| "Virtual Meeting" | means any general meeting of the Shareholders at which the Shareholders (and any other permitted participants of such meeting, including without limitation the chairperson of the meeting and any Directors) are permitted to be Present solely by means of Communications Facilities. |
and, for such purposes, the Directors
may reserve an appropriate number of Shares for the time being unissued. The Company shall not issue Shares to bearer.
MODIFICATION OF RIGHTS
FORFEITURE OF SHARES
TRANSMISSION OF SHARES
REGISTRATION OF EMPOWERING INSTRUMENTS
ALTERATION OF SHARE CAPITAL
REDEMPTION, PURCHASE AND SURRENDER OF SHARES
NOTICE OF GENERAL MEETINGS
PROCEEDINGS AT GENERAL MEETINGS
VOTES OF SHAREHOLDERS
provided that the Directors may in the
notice convening the meeting, or in an instrument of proxy sent out by the Company, direct that the instrument appointing a proxy may
be deposited at such other time (no later than the time for holding the meeting or adjourned meeting) at the Registered Office or at such
other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company.
The chairperson of the meeting may in any event at his discretion direct that an instrument of proxy shall be deemed to have been duly
deposited. An instrument of proxy that is not deposited in the manner permitted shall be invalid.
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
ALTERNATE DIRECTOR OR PROXY
POWERS AND DUTIES OF DIRECTORS
BORROWING POWERS OF DIRECTORS
DISQUALIFICATION OF DIRECTORS
PROCEEDINGS OF DIRECTORS
PRESUMPTION OF ASSENT
ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION
CAPITALISATION OF RESERVES
and allot the Shares or debentures,
credited as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other,
but the Share Premium Account, the capital redemption reserve and profits which are not available for distribution may, for the purposes
of this Article, only be applied in paying up unissued Shares to be allotted to Shareholders credited as fully paid;
and any such agreement made under this
authority being effective and binding on all those Shareholders; and
SHARE PREMIUM ACCOUNT
In proving service by post or courier
service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered
to the courier service.
No other Person shall
be entitled to receive notices of general meetings.
unless the same shall
happen through such Indemnified Person's own dishonesty, willful default or fraud.
NON-RECOGNITION OF TRUSTS
AMENDMENT OF ARTICLES OF ASSOCIATION
CLOSING OF REGISTER OR FIXING RECORD DATE
REGISTRATION BY WAY OF CONTINUATION