Full Press Release Details
Friedrich-Ebert-Anlage 35-37, 60327
STATEMENT AND NOTICE OF
MEETING OF THE HOLDERS OF CLASS A ORDINARY SHARES
BE HELD ON May 15, 2026
STATEMENT AND NOTICE OF
GENERAL MEETING OF SHAREHOLDERS
BE HELD IMMEDIATELY FOLLOWING THE MEETING OF THE HOLDERS OF THE CLASS A ORDINARY SHARES
OF A MEETING OF THE HOLDERS OF CLASS A ORDINARY SHARES
Notice is hereby given that a meeting of the holders
of class A ordinary shares of a par value of $0.0001 each (the "Class A Ordinary Shares") (the "Class A Meeting")
of Anbio Biotechnology, a Cayman Islands exempted company (the "Company"), will be held on May 15, 2026 at 3 p.m., Germany
Time (May 15, 2026 at 9 a.m., Eastern Time), at Friedrich-Ebert-Anlage 35-37, 60327, Frankfurt am Main, Germany to vote upon a special
resolution (the "Class A Proposal") to approve any variation or abrogation of rights attaching to the Class A Ordinary Shares
arising from the matters contemplated by Proposal Two, Proposal Three, Proposal Four, Proposal Five and Proposal Six of the extraordinary
general meeting (the "EGM") to be held immediately following the Class A Meeting (the "EGM"), as set out below:
Proposal Two. By an ordinary resolution, subject to and conditional upon the passing of the resolutions set out in Proposal One,
Proposal Three, Proposal Four and Proposal Six of the EGM, and with effect immediately following the effectiveness of the Share Capital
Reduction, to increase the Company's authorised share capital from:
the creation of 799,600,000,000 Class A Ordinary Shares of par value US$0.000000001 each, 199,900,000,000 Class B Ordinary Shares of
par value US$0.000000001 each, 1,000,000,000,000 Class C Ordinary Shares of par value US$0.000000001 each, and 1,000,000,000,000 Preference
Shares of par value US$0.000000001 each, each having the rights and restrictions set forth in the Restated M&A (as defined below)
(the "Authorised Share Capital Increase").
Board urges shareholders to vote "FOR" the Class A Proposal.
of record of our Class A Ordinary Shares at the close of business on April 22, 2026 (the "Record Date") are entitled to attend
and vote at the Class A Meeting. The interested shareholders (the "Interested Shareholders"), who are the holders of record
of both our Class A Ordinary Shares and Class B Ordinary Shares at the close of business on the Record Date, will not attend or vote
at the Class A Meeting.
proxy statement describing the matters to be considered at the Class A Meeting is attached to this Notice.
This notice, proxy statement, and form of proxy card are being distributed
and made available on or about on April 27, 2026.
OF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
is hereby given that an extraordinary general meeting of shareholders (the "EGM") of Anbio Biotechnology, a Cayman Islands
exempted company (the "Company"), will be held immediately following the Class A Meeting, at Friedrich-Ebert-Anlage 35-37,
60327, Frankfurt am Main, Germany, for the following proposals:
Proposal One. By a special resolution, subject to and conditional upon the passing of the resolutions set out in Proposal Two to
Proposal Four and Proposal Six, to approve a reduction in the Company's authorised share capital from (i) US$50,000 divided into
500,000,000 shares of a par value of US$0.0001 each, comprising of 400,000,000 class A ordinary shares of a par value of US$0.0001 each
and 100,000,000 class B ordinary shares of a par value of US$0.0001 each, to (ii) US$0.50 divided into 500,000,000 shares of par value
US$0.000000001 each, comprising of 400,000,000 Class A Ordinary Shares of par value US$0.000000001 each (the "Class A Ordinary
Shares") and 100,000,000 Class B Ordinary Shares of par value US$0.000000001 each (the "Class B Ordinary Shares"),
by way of reduction of the par value of each authorised share in the capital of the Company (including all issued shares) from US$0.0001
to US$0.000000001 (the "Share Capital Reduction").
Board urges shareholders to vote "FOR" Proposal One.
Proposal Two. By an ordinary resolution, subject to and conditional upon the passing of the resolutions set out in Proposal One,
Proposal Three, Proposal Four and Proposal Six, and with effect immediately following the effectiveness of the Share Capital Reduction,
to increase the Company's authorised share capital from:
the creation of 799,600,000,000 Class A Ordinary Shares of par value US$0.000000001 each, 199,900,000,000 Class B Ordinary Shares of
par value US$0.000000001 each, 1,000,000,000,000 Class C Ordinary Shares of par value US$0.000000001 each, and 1,000,000,000,000 Preference
Shares of par value US$0.000000001 each, each having the rights and restrictions set forth in the Restated M&A (as defined below)
(the "Authorised Share Capital Increase").
Board urges shareholders to vote "FOR" Proposal Two.
Proposal Three. By an ordinary resolution, subject to and conditional upon the passing of the resolutions set out in Proposal
One, Proposal Two, Proposal Four and Proposal Six and all requisite class consents being obtained, and with effect immediately following
effectiveness of the Share Capital Reduction, to approve an increase in the voting rights attaching to the Class B Ordinary Shares from
fifty (50) votes per Class B Ordinary Share to five hundred (500) votes per Class B Ordinary Share as set forth in the Restated M&A
(as defined below) (the "Increase in Class B Voting Rights").
Board urges shareholders to vote "FOR" Proposal Three.
Proposal Four. By an ordinary resolution, subject to and conditional upon the passing of the resolutions set out in Proposals
One to Three and Proposal Six and all requisite class consents being obtained, and with effect immediately following effectiveness of
the Share Capital Reduction, to approve an alteration of the rights attaching to the Class B Ordinary Shares, such that each Class B
Ordinary Share shall be convertible into Class A Ordinary Share(s) in accordance with the terms of the Restated M&A (the "Class
B Conversion Rights").
Board urges shareholders to vote "FOR" Proposal Four.
Proposal Five. By an ordinary resolution, subject to and conditional upon all requisite class consents being obtained: (i) to
approve one or more share consolidations of the Company's issued and unissued Class A Ordinary Shares at a ratio of not less than
two (2)-for-one (1) and not more than ten-thousand (10,000)-for-one (1) or the maximum consolidation ratio then permitted under applicable
Nasdaq rules and requirements aggregately (the "Range"), with the exact ratio to be set as a whole number within the Range
and the exact date to be determined by the board of directors of the Company in its sole discretion within three years after the date
of passing of these resolutions (each a "Share Consolidation" and collectively, the "Share Consolidations") provided
that the aggregate ratio across all such Share Consolidations shall not exceed ten-thousand (10,000)-for-one (1) or such lower cap as
imposed by Nasdaq at the time of implementation and that no fractional share shall arise from the Share Consolidations; (ii) to authorise
the Company to round up any fractional shares resulting from the Share Consolidations to the nearest whole Class A Ordinary Share; and
(iii) to authorise the board of directors to, at their sole and absolute discretion, implement one or more Share Consolidations, determine
the exact consolidation ratio and the exact effective date of each such Share Consolidation, instruct the registered office provider
or transfer agent of the Company to complete the necessary corporate record(s) and filing(s) to reflect the Share Consolidation(s) and
do all other such acts and things as the board considers necessary or desirable for the purposes of the transactions contemplated by
the Share Consolidation(s) (the "Share Consolidation Authorisation").
Board urges shareholders to vote "FOR" Proposal Five.
Proposal Six. By a special resolution, subject to and conditional upon the passing of Proposals One, Two, Three and Four and all
requisite class consents being obtained, and with effect immediately following effectiveness of the Share Capital Reduction, to adopt
the second amended and restated memorandum and articles of association of the Company (the "Restated M&A") in the form
attached as Appendix A to the proxy statement accompanying this notice in substitution for and to the exclusion of the existing amended
and restated memorandum and articles of association of the Company to, among other things: (i) reflect the Share Capital Reduction, the
Authorised Share Capital Increase, the Increase in Class B Voting Rights, and the Class B Conversion Rights; (ii) increase threshold
for requisitioning a meeting to shareholders holding a majority of the voting rights; (iii) add an exclusive forum and jurisdiction clause;
(iv) add prior written notice requirement for directors to vacate their office upon resignation and termination of their terms, and (v)
make other consequential and minor updates, and authorise the board of directors to do all other acts and things as the board considers
necessary or desirable in connection with the adoption of the Restated M&A, including without limitation, attending to the necessary
filing(s) with the Registrar of Companies in the Cayman Islands (the "Adoption of the Restated M&A").
Board urges shareholders to vote "FOR" Proposal Six.
Proposal Seven. By a special resolution, subject to and conditional upon the effectiveness of the first Share Consolidation implemented
by the board of directors under Proposal Five, (a) to amend and restate the then effective memorandum and articles of association of
the Company (the "Pre-Consolidation M&A") by their deletion in their entirety and the substitution in their place with
an amended and restated memorandum and articles of association (the "Post-Consolidation M&A"), being in the form of the
Pre-Consolidation M&A, with amendments to the authorised share capital and par value descriptions to reflect the first Share Consolidation
effected pursuant to Proposal Five; and (b) to authorise the Company's registered office provider or other duly authorised representative
to file these resolutions, the Board resolutions in relation to such Share Consolidation and the Post-Consolidation M&A with the
Registrar of Companies in the Cayman Islands accordingly and authorise the board of directors to take all further actions and execute
all further documents as may be necessary or advisable to carry out the intent of these resolutions (the "Amendment And Restatement
of M&A Following First Share Consolidation").