Full Press Release Details
Ping An Biomedical Co., Ltd.
22/F, China United Plaza, 1002-1008, Tai Nan West
Cheung Sha Wan, Kowloon, Hong Kong
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
| To the shareholders of | March 9, 2026 |
| Ping An Biomedical Co., Ltd. | Hong Kong |
NOTICE IS HEREBY GIVEN that an Annual General
Meeting of Shareholders (the "Meeting" or "Annual General Meeting") of Ping An Biomedical Co., Ltd. ,
an exempted company incorporated under the laws of the Cayman Islands (the "Company"), will be held on March 18, 2026, at
7/F, China United Plaza, 1002-1008, Tai Nan West Street, Cheung Sha Wan, Kowloon, Hong Kong, commencing at 9 A.M., Hong Kong Time, to
consider and if thought fit, pass and approve the following resolutions:
AGENDA FOR ANNUAL GENERAL MEETING
RESOLVED as an ordinary resolution that the authorised
share capital of the Company be amended in the manner and sequence set out below with immediate effect(collectively, the "Authorised
Share Capital Changes"):
such that the authorised share capital of the
Company shall become US$312,500 divided into 4,900,000,000 class A ordinary shares of a par value US$0.0000625 each and 100,000,000 class
B ordinary shares of a par value US$0.0000625 each.
RESOLVED as a special resolution that the second
amended and restated memorandum and articles of association of the Company, in the substantial form attached to the notice of annual general
meeting and the proxy statement as Appendix 1 (the "Second Amended M&A"), be adopted in substitution for and to the exclusion
of the existing memorandum and articles of association of the company (the "Existing M&A")in its entirety with effect
upon the Authorised Share Capital Changes taking effect.
RESOLVED as an ordinary resolution that, subject
to the Authorised Share Capital Changes and Second Amended M&A taking effect and the Company's receipt of the consent to repurchase
and application for shares duly executed by INSPIRETECH LTD ("INSPIRETECH"), the board of directors of the Company (the "Board
of Directors") be and is hereby authorised to repurchase 12,250,000 Class A Shares from INSPIRETECH, all of which are fully paid
shares, in consideration of and out of the proceeds of the Company's new issuance of 12,250,000 Class B Shares to INSPIRETECH (the
"Share Repurchase and Issue").
RESOLVED as an ordinary resolution that following
the Authorised Share Capital Changes, and conditional upon the approval of the Board of Directors, with effect on a date within one (1)
calendar year after the conclusion of the Annual General Meeting to be determined by the Board of Directors:
RESOLVED as special resolution that subject to
and immediately following the Share Consolidation being effected, the relevant provisions of the memorandum and articles of association
of the Company then in effect be amended to reflect the Share Consolidation.
The Proposals above and key related information
are more fully discussed and disclosed in the accompanying Proxy Statement, which is incorporated herein and made part of this Notice.
You are encouraged to review the Proxy Statement carefully and completely.
Only shareholders of record holding our ordinary
shares at the close of business on March 3, 2026 (the "Record Date") are entitled to notice of and to vote during the Annual
General Meeting or at any adjournments thereof. This Notice is prepared and dated on the Record Date.
This Notice, Proxy Statement, and accompanying
form of proxy card are being distributed and made available to shareholders on or about March 9, 2026.
YOUR VOTE IS IMPORTANT. YOU MAY VOTE VIA THE
INTERNET BY FOLLOWING THE INSTRUCTIONS PROVIDED ON YOUR PROXY CARD, BY COMPLETING, SIGNING, AND RETURNING THE ENCLOSED PROXY CARD BY MAIL,
OR BY VOTING IN PERSON AT THE ANNUAL GENERAL MEETING. VOTING NOW WILL NOT PREVENT YOU FROM VOTING YOUR SHARES IN PERSON IF YOU CHOOSE
TO ATTEND THE MEETING.
| By Order of the Board of Directors | |
| / s / Pijun Liu | |
| Pijun Liu | |
| Chairman of the Board of Directors |
Ping An Biomedical Co., Ltd.
22/F, China United Plaza, 1002-1008, Tai Nan West
Cheung Sha Wan, Kowloon, Hong Kong
This Proxy Statement is furnished in connection
with the solicitation of proxies by the Board of Directors of Ping An Biomedical Co., Ltd., an exempted company incorporated under the
laws of the Cayman Islands (the "Company"), for use at the Company's Annual General Meeting of Shareholders, or at any
adjournments thereof (the "Meeting" or "Annual General Meeting"). The Meeting will be held on March 18, 2026,
at 7/F, China United Plaza, 1002-1008, Tai Nan West Street, Cheung Sha Wan, Kowloon, Hong Kong, commencing at 9 A.M., Hong Kong Time.
SHAREHOLDERS ENTITLED TO VOTE
Only shareholders that owned ordinary shares as
of the close of business on March 3, 2026 (the "Record Date") are entitled to receive this Proxy Statement, notice of the
Annual General Meeting, the enclosed proxy card, and to cast votes at the Annual General Meeting. Each holder of the ordinary shares shall
be entitled to one vote in respect of each Ordinary Share held by such holder on the Record Date.
At the Meeting, shareholders entitled to vote
and present in person or by proxy (or, in the case of a corporate shareholder, by its duly authorized representative) holding in the aggregate
not less than one-third of the total issued ordinary shares entitled to vote at the Meeting shall constitute a quorum.
Your vote is extremely important. We strongly
encourage each shareholder to promptly cast votes by one of the following convenient methods:
Proxies returned properly signed and completed
will be voted as specified. If no specific instructions are included, proxies will be voted consistent with the Board of Directors'
recommendations ("FOR" voter support). You retain the right to revoke your proxy and vote personally at the Annual General
If your shares are registered directly in your
name with our transfer agent ("registered shareholders"), please vote promptly using one of the methods described in the instructions.
Your shares will be voted according to your directions. If your shares are held in "street name" through a broker, bank, or
other nominee ("beneficial shareholders"), please carefully follow the voting instructions provided by your broker, bank,
or nominee to ensure your shares are voted as you direct.
PROPOSALS TO BE VOTED ON
At the Meeting, resolutions of shareholders will
be proposed as follows:
RESOLVED as an ordinary resolution that the authorised
share capital of the Company be amended in the manner and sequence set out below with immediate effect (collectively, the "Authorised
Share Capital Changes"):
such that the authorised share capital of the
Company shall become US$312,500 divided into 4,900,000,000 class A ordinary shares of a par value US$0.0000625 each and 100,000,000 class
B ordinary shares of a par value US$0.0000625 each.
RESOLVED as a special resolution that the second
amended and restated memorandum and articles of association of the Company, in the substantial form attached to the notice of annual general
meeting and the proxy statement as Appendix 1 (the "Second Amended M&A"), be adopted in in substitution for and to the
exclusion of the existing memorandum and articles of association of the company (the "Existing M&A")in its entirety with
effect upon the Authorised Share Capital Changes taking effect.
RESOLVED as an ordinary resolution that, subject
to the Authorised Share Capital Changes and Second Amended M&A taking effect and the Company's receipt of the consent to repurchase
and application for shares duly executed by INSPIRETECH LTD ("INSPIRETECH"), the Board of Directors be and is hereby authorised
to repurchase 12,250,000 Class A Shares from INSPIRETECH , all of which are fully paid shares, in consideration of and out of the proceeds
of the Company's new issuance of 12,250,000 Class B Shares to INSPIRETECH (the "Share Repurchase and Issue").
RESOLVED as an ordinary resolution that following
the Authorised Share Capital Changes and conditional upon the approval of the Board of Directors, with effect on a date within one (1)
calendar year after the conclusion of the Annual General Meeting to be determined by the Board of Directors:
RESOLVED as special resolution that subject to
and immediately following the Share Consolidation being effected, the relevant provisions of the memorandum and articles of association
of the Company then in effect be amended to reflect the Share Consolidation.
Approval of these proposals require the affirmative
vote of a simple majority of the votes of the holders of ordinary shares by proxy or, in the case of a holder of ordinary shares being